详式权益变动报告书 之 申港证券股份有限公司 关于 帝欧家居集团股份有限公司 财务顾问核查意见 二零二五年六月 1 声明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购 管理办法》《公开发行证券的公司信息披露内容与格式准则第 15 号—权益变动 报告书》及《公开发行证券的公司信息披露内容与格式准则第 16 号—上市公司 收购报告书》等法律、法规和规范性文件的规定，申港证券股份有限公司（以下 简称"申港证券"或"本财务顾问"）按照行业公认的业务标准、道德规范，本 着诚实信用、勤勉尽责的精神，对本次权益变动的相关情况和资料进行了核查， 对《帝欧家居集团股份有限公司详式权益变动报告书》所披露的内容出具核查意 见，以供投资者和有关各方参考。 为此，本财务顾问特作出以下声明： 1、本财务顾问已按照规定履行了尽职调查义务，对信息披露义务人披露的 《帝欧家居集团股份有限公司详式权益变动报告书》进行了核查，确信内容与格 式符合规定，并保证所发表的专业意见与信息披露义务人披露内容不存在实质性 差异； 2、本财务顾问有充分理由确信本次权益变动符合相关法律、行政法规的规 定，有充分理由确信信息披露义务人披露的信 ...

Group 1 - Baiyunshan received drug registration certificate for Tadalafil tablets (2.5mg, 5mg) from the National Medical Products Administration, indicating its entry into the erectile dysfunction treatment market [1] - Huayin Power plans to invest approximately 1.398 billion yuan in three renewable energy projects with a total installed capacity of 230 MW [2] - GAC Group reported a 24.8% year-on-year decline in May automobile sales, with total sales of 117,700 units [3] Group 2 - Honghui Fruits and Vegetables announced a potential change in control due to share transfer negotiations, leading to a temporary suspension of its stock and convertible bonds [4] - Fuyuan Pharmaceutical's subsidiary received a drug registration certificate for Bromhexine Hydrochloride oral solution, aimed at treating respiratory diseases [5][6] - Jianghan New Materials plans to repurchase shares worth 200 million to 400 million yuan, with a maximum price of 30 yuan per share [7][8] Group 3 - Sinan Navigation received an administrative regulatory decision from the Shanghai Securities Regulatory Bureau due to multiple issues in its 2024 annual report [9][10] - Hesheng Co. received approval from the China Securities Regulatory Commission for a stock issuance to specific investors [11] - Daqin Railway reported a 1.85% year-on-year decrease in cargo transportation volume in May, totaling 32.96 million tons [13] Group 4 - Ningbo Construction's subsidiary won a design and construction project with a bid of 787 million yuan [14] - Yuehongyuan A announced the termination of a major asset restructuring plan due to failure to reach an agreement on key terms [15][16] - Mingyang Smart Energy reached a 190 million yuan repurchase agreement with Haiji New Energy [18] Group 5 - CNE Group's subsidiary plans to reduce registered capital from 430 million yuan to 330 million yuan [19] - ST Baili received an administrative penalty for failing to disclose non-operating fund occupation matters, resulting in a fine of 4 million yuan [21] - Baichuan Co. completed the repurchase of a 7.14% stake in its subsidiary for 50 million yuan [22] Group 6 - Dongrui Co. reported May sales of 155,400 pigs, generating revenue of 203 million yuan, a decrease of 8.77% month-on-month [25][26] - Pengding Holdings reported a 22.43% year-on-year increase in May consolidated revenue, totaling 2.598 billion yuan [27] - Dabeinong reported May sales of 727,600 pigs, with total revenue of 1.248 billion yuan [28] Group 7 - Lihua Co. reported a 4.77% year-on-year decrease in May chicken sales revenue, totaling 1.118 billion yuan [29][30] - Jindan Technology plans to use up to 300 million yuan of idle funds for entrusted wealth management [31] - Youxunda won a project from the State Grid worth approximately 176 million yuan [33][34] Group 8 - Shenglan Co. received approval for its convertible bond issuance from the Shenzhen Stock Exchange [35][36] - Jingfang Technology's shareholder plans to reduce holdings by up to 2% of the company's shares [37] - Shiji Information's subsidiary signed a significant contract with Marriott for cloud services [39] Group 9 - Northeast Securities' subsidiary plans to terminate its listing on the New Third Board [40] - Yaji International's supervisor is under investigation for insider trading [42][43] - Yian Technology signed a strategic cooperation framework agreement with Shenzhen Hive Interconnect Technology [44] Group 10 - Jinyu Group's subsidiary acquired a real estate project for 3.364 billion yuan [46][47] - Kaiweite's major shareholder plans to reduce holdings by up to 3% of the company's shares [48] - Ningbo Energy's subsidiary plans to publicly transfer fixed assets valued at approximately 17.4372 million yuan [49]

Core Viewpoint - The control change of Diou Home (002798.SZ) is distinct from other listed companies, with the introduction of Zhu Jiang as a new actual controller alongside existing controllers Liu Jin and Wu Zhixiong through a strategic cooperation agreement [1][5]. Group 1: Control Change and Governance - Zhu Jiang will gain significant control over Diou Home, with the right to nominate the chairman and five out of nine board members, and his opinion will prevail in case of disagreements during negotiations [2][6][7]. - The board will consist of nine members, with Zhu Jiang having the authority to nominate five candidates, indicating a shift in governance dynamics [6][8]. Group 2: Financial Situation and Risks - Diou Home faces convertible bond repayment risks, having issued a total of 1.5 billion yuan in convertible bonds in October 2021, with the conversion price adjusted down to 5.1 yuan per share by November 2024 [3][4]. - As of March 2023, the outstanding balance of these convertible bonds was 1.452 billion yuan, and Zhu Jiang's entities began increasing their stake in the company around the same time [4][5]. - The company's debt situation has deteriorated significantly, with the debt-to-asset ratio rising from approximately 16.6% in 2017 to 72.3% in 2024, and owner equity dropping from 4.54 billion yuan in 2021 to about 1.59 billion yuan in early 2023 [5]. Group 3: Zhu Jiang's Background and Investment Strategy - Zhu Jiang, born in 1983, has extensive experience in the securities and investment sectors, previously serving as chairman of San Tai Holdings and engaging with multiple listed companies in Sichuan [1][10]. - His investment strategy focuses on "problematic companies," particularly those with frozen or judicially auctioned shares, as seen in his involvement with companies like San Wu Huliang (now Liansheng Technology) and Xunyou Technology [2][12].

帝欧家居今日下跌4.04%，全天换手率17.03%，成交额3.15亿元，振幅20.66%。龙虎榜数据显示，机构 净卖出127.81万元，营业部席位合计净卖出948.05万元。 深交所公开信息显示，当日该股因日振幅值达20.66%上榜，机构专用席位净卖出127.81万元。 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交1.17亿元，其中，买入成交额为5297.06 万元，卖出成交额为6372.92万元，合计净卖出1075.85万元。 具体来看，今日上榜的营业部中，共有4家机构专用席位现身，即买一、买二、买四、卖一、卖四，合 计买入金额3458.82万元，卖出金额3586.63万元，合计净卖出127.81万元。 资金流向方面，今日该股主力资金净流出956.45万元，其中，特大单净流出300.64万元，大单资金净流 出655.81万元。近5日主力资金净流入3151.84万元。（数据宝） 帝欧家居6月6日交易公开信息 | 买/卖 | 会员营业部名称 | 买入金额（万元） | 卖出金额（万元） | | --- | --- | --- | --- | | 买一 | 机构专用 | 1776.02 | 1971.2 ...

| 股东名称 | A 股普通股 (股) | 持有权益比例 | | --- | --- | --- | | 刘进 | 31,016,189 | 7.86% | | 陈伟 | 30,055,597 | 7.62% | | 吴志雄 | 30,421,897 | 7.71% | | 合计 | 91,493,683 | 23.20% | 每日经济新闻在报道《帝欧家居控制权生变！"80后"资本老手朱江入局，与多名四川资本"玩家"有 交集》中指出，1983年出生的朱江，在资本市场上却已是老手，其曾涉足三泰控股(SZ002312，川发龙 蟒前身)、三五互联(SZ300051，琏升科技前身)和迅游科技(SZ300467)，并与资本市场上的重要玩家唐光 跃和黄明良均存在交集。 2022年、2023年、2024年，帝欧家居的营业收入分别为41.12亿元、37.60亿元、27.41亿元；归属于 上市公司股东的净利润分别为-15.08亿元、-6.58亿元、-5.69亿元；归属于上市公司股东的扣除非经常性 中国经济网北京6月6日讯 帝欧家居(002798.SZ)今日复牌，截至收盘报5.46元，跌幅4.04%，总市值 21.52亿元。停牌 ...

作为卫浴行业的头部家居企业，帝欧家居迎来了新控股股东。 6月5日晚间，帝欧家居（002798.SZ）发布公告称，公司实控人刘进、陈伟、吴志雄与朱江于6月5日签 署了《一致行动协议》，公司实控人变更为朱江、刘进、陈伟、吴志雄。 刘进、陈伟、吴志雄、朱江以及朱江的一致行动人合计持有帝欧家居权益比例为26.46%。与此同时， 四位实控人在上市公司可转债转股、一致行动、推动上市公司可转债的有效化解、流动性支持等方面达 成战略合作。 据每日经济新闻，1983年出生的朱江，在金融机构历练多年后，开始进军资本市场。他曾涉足三泰控股 （川发龙蟒前身）、三五互联（琏升科技前身）和迅游科技。 在公司控制权可能发生变更的背后，是帝欧家居近年来业绩和资产状况上的承压。 帝欧家居是国内最早一批卫浴生产制造企业，后通过并购方式延伸至陶瓷产业，公司在成都、重庆、佛 山、广西、景德镇地区拥有六个建筑陶瓷、卫生洁具生产基地。 在朱江正式"入主"之前，上市公司股价"抢跑"。帝欧家居停牌前两日，6月2日、3日，公司股价、债券 价格双双先行大涨，累计涨幅分别为14.72%、8.51%。从三月朱江等开始增持帝欧家居以来，公司股价 累计涨幅已经超过47 ...

Group 1: Market Overview - US stock markets collectively declined, with the Dow Jones down 0.25%, Nasdaq down 0.83%, and S&P 500 down 0.53% [1] - Tesla shares fell by 14.27%, while Nvidia dropped 1.36%, Apple decreased by 1.08%, and Meta Platforms fell by 0.48% [1] - Circle's IPO in the US saw a significant increase of 168% on its first day [1] - Broadcom's Q2 revenue exceeded expectations with a 20% increase, but AI revenue guidance was underwhelming, leading to a post-market drop of over 5% [1] - The Baltic Dry Index rose by 9.2%, marking its seventh consecutive day of increase [1] Group 2: Economic Indicators - The US trade deficit narrowed significantly, with imports dropping by 16.3% [1] - First-time unemployment claims in the US reached 247,000, the highest level since October 2024 [1] Group 3: Domestic Developments - China's Ministry of Commerce announced that it will approve export license applications for rare earths that meet regulations [2] - The Chinese government plans to establish 10 national data factor comprehensive pilot zones to enhance the integration of the digital economy with the real economy [6] Group 4: Industry Insights - The data factor market is projected to grow significantly, with the scale of data assets entering balance sheets expected to increase from 48.7 billion yuan in 2024 to 827.8 billion yuan by 2030, a growth of over 16 times [7] - The Chinese automotive industry is facing increased regulatory scrutiny to maintain fair competition and promote healthy development [8] - The pharmaceutical sector is seeing a shift in the perception of Metformin, which is now being recognized for its potential anti-aging properties, with studies indicating a 30% higher chance of living to 90 for women taking it compared to those on sulfonylureas [8] Group 5: Corporate Announcements - Guokai Microelectronics plans to acquire 94.37% of the shares of Zhongxin Integrated Circuit (Ningbo) [10] - Maipu Medical intends to purchase 100% of Yijie Medical, which will enhance its capabilities in the field of interventional biomaterials [10] - HT Development is planning to acquire a controlling stake in Zhixueyun, which is expected to constitute a major asset restructuring [11]

Core Viewpoint - The control of Diou Home (SZ002798) has changed hands to Zhu Jiang, Liu Jin, Chen Wei, and Wu Zhixiong as of June 5, 2023, following the signing of a concerted action agreement. Zhu Jiang is the actual controller of Chengdu Shuihua Hulian Technology Co., which holds 100% of Chengdu Shuihua Zhiyun Technology Co., a significant shareholder of Diou Home [1][2][4]. Group 1: Control Change and Shareholding - On June 5, 2023, Diou Home announced a change in its actual controller to Zhu Jiang and others, indicating a shift in company governance [1][4]. - As of the announcement date, Zhu Jiang and his concerted actors hold a combined 26.46% equity in Diou Home, establishing them as the actual controllers [4][6]. - Prior to this, on May 17, 2023, Shuihua Zhiyun had increased its stake in Diou Home, acquiring approximately 12.87 million shares and 526,200 convertible bonds, bringing their total equity to 5.000011% [2][4]. Group 2: Financial Performance and Challenges - Diou Home has faced declining performance and asset conditions, with a reported accumulated deficit of 1.258 billion yuan as of December 31, 2024, exceeding one-third of its paid-in capital of 394 million yuan [6]. - The company operates in the bathroom and building ceramics sector, with brands including "Diwang" sanitary ware and "Oushinou" ceramics [5][6]. Group 3: Zhu Jiang's Background - Zhu Jiang, born in 1983, is an experienced player in the capital market, having previously been involved with companies such as San Tai Holdings and San Wu Hulian [1][7]. - He has held significant positions in various financial institutions and has been a key figure in several companies, showcasing his extensive experience in corporate governance and investment [8][9].

Core Viewpoint - The recent change in controlling shareholders at Diou Home (002798) involves the addition of Zhu Jiang and others, increasing the total shareholding of the four shareholders to 26.46% [1][2][3] Shareholder Changes - Zhu Jiang, Liu Jin, Chen Wei, and Wu Zhixiong signed a strategic cooperation agreement to enhance the company's convertible bond conversion and liquidity support [2] - The actual controllers of the company are currently Liu Jin, Chen Wei, and Wu Zhixiong, with Zhu Jiang being added as a new controller [2] - Zhu Jiang, who controls Chengdu Shuihua Interconnection Technology Co., has committed to reducing the company's convertible bond balance and providing liquidity support when necessary [2][3] Shareholding Structure - Prior to the agreement, Liu Jin, Chen Wei, and Wu Zhixiong held a combined equity stake of 23.2%, which increased to 26.46% after Zhu Jiang's inclusion [3] - Zhu Jiang and his associates hold a total of 3.26% of the shares, with a combined equity stake of 6.45% when including convertible bonds [3] Company Performance - Diou Home has faced declining revenues and continuous losses due to the ongoing adjustments in the real estate sector, reporting a net loss of 569 million yuan last year [4] - In the first quarter of this year, the company reported a net loss of 44.07 million yuan [4] Strategic Initiatives - The company is focusing on channel strategy transformation, product structure improvement, and cost reduction to enhance core business resilience [5] - The gross margin for the tile business improved to 21.06% in the first quarter of 2025, an increase of 2.89 percentage points compared to the previous year [5] Industry Outlook - The home building materials industry is expected to benefit from increased support for the real estate market, which may drive demand for building ceramics and sanitary products [5] - The government is expected to implement policies to boost domestic demand, including subsidies for home renovation and smart home consumption, which could significantly release consumer demand in the home building materials sector [5] - The industry is experiencing accelerated capacity upgrades, which may lead to a further increase in market concentration [5]

| 证券代码：002798 | 证券简称：帝欧家居 | 公告编号：2025-053 | | --- | --- | --- | | 债券代码：127047 | 债券简称：帝欧转债 | | 帝欧家居集团股份有限公司 关于公司实际控制人签署《战略合作协议》《一致行动协 议》暨控制权变更的提示性公告 本公司及全体董事会成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 重要内容提示： 1、朱江先生系成都水华互联科技有限公司（简称"水华互联"）实际控制 人，水华互联系帝欧家居集团股份有限公司（以下简称"公司"或"帝欧家居" 或"上市公司"）持股 5%以上股东成都水华智云科技有限公司（以下简称"水 华智云"）的控股股东（100%持股）。 2、一致行动方面：朱江先生、刘进先生、陈伟先生、吴志雄先生签署《一 致行动协议》，上市公司实际控制人由刘进先生、陈伟先生、吴志雄先生变更为 朱江先生、刘进先生、陈伟先生、吴志雄先生。任一方拟就公司经营发展的重大 事项向董事会、股东会（包含股东大会、股东会，以下统称股东会）提出议案之 前，或在行使董事会、股东会等事项的表决权之前，各方应先对相关议案或表决 事 ...