证券代码：003041 证券简称：真爱美家 公告编号：2025-045 浙江真爱美家股份有限公司 2025年第一次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东会没有否决议案的情形； 2.本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 1.会议召集人：浙江真爱美家股份有限公司（以下简称"公司"）董事会； 2.会议主持人：董事长郑期中先生； 3.现场会议召开时间：2025年11月27日（星期四）下午2:30； 4.现场会议召开地点：浙江省义乌市苏溪镇好派路999号公司四楼会议室； 5.网络投票时间： 通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年11月27 日9:15—9:25,9:30—11:30和13:00—15:00。通过深圳证券交易所互联网投票系 统投票的具体时间为：2025年11月27日上午9:15至下午15:00期间。 6.召开方式：现场会议与网络投票相结合的方式。 7.本次股东会的召集和召开符合《公司法》、《上市公司股东会规则》等有 关法律、行政法规、部门规章、规范 ...

国浩律师（杭州）事务所 真爱美家 2025 年第一次临时股东会之法律意见书 国浩律师（杭州）事务所 关于 浙江真爱美家股份有限公司 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二〇二五年十一月 国浩律师（杭州）事务所 真爱美家 2025 年第一次临时股东会之法律意见书 国浩律师（杭州）事务所 关于 浙江真爱美家股份有限公司 2025 年第一次临时股东会 之 2025 年第一次临时股东会的法律意见书 致：浙江真爱美家股份有限公司 国浩律师（杭州）事务所（以下简称本所）接受浙江真爱美家股份有限 ...

（文章来源：证券时报网） 证券时报·数据宝统计显示，真爱美家所属的纺织服饰行业，目前整体涨幅为0.17%，行业内，目前股价 上涨的有59只，涨幅居前的有真爱美家、华生科技、ST尔雅等，涨幅分别为8.10%、4.29%、3.40%。股 价下跌的有40只，跌幅居前的有欣龙控股、泰慕士、古麒绒材等，跌幅分别为5.23%、3.70%、3.39%。 公司发布的三季报数据显示，前三季度公司共实现营业收入7.24亿元，同比增长16.16%，实现净利润 2.30亿元，同比增长310.28%，基本每股收益为1.5994元，加权平均净资产收益率15.95%。（数据宝） 真爱美家股价再创历史新高，该股近期呈不断突破新高之势，近一个月累计有11个交易日股价刷新历史 纪录。截至09:35，该股目前上涨8.10%，股价报63.80元，成交417.36万股，成交金额2.62亿元，换手率 3.05%，该股最新A股总市值达91.87亿元，该股A股流通市值87.29亿元。 ...

Company Performance - The stock price of Zhenai Meijia has reached a new historical high, with the stock showing a continuous upward trend, having set new records on 10 trading days in the past month [1] - As of 14:11, the stock is up 1.02%, priced at 60.45 yuan, with a trading volume of 13.5 million shares and a transaction value of 768 million yuan, resulting in a turnover rate of 9.87% [1] - The latest total market capitalization of the company in A-shares is 8.705 billion yuan, with a circulating market capitalization of 8.271 billion yuan [1] Industry Overview - The textile and apparel industry, to which Zhenai Meijia belongs, has an overall increase of 0.51%, with 44 stocks rising and 4 stocks, including Qianmu Wang and Mengjie Shares, hitting the daily limit [1] - Conversely, 62 stocks in the industry have declined, with the largest drops being 7.55% for Qianmu Wang, 4.90% for Huasheng Technology, and 4.21% for Taimushi [1] Financial Results - According to the company's third-quarter report, it achieved a total operating revenue of 724 million yuan in the first three quarters, representing a year-on-year growth of 16.16% [1] - The net profit for the same period was 230 million yuan, showing a significant year-on-year increase of 310.28% [1] - The basic earnings per share are reported at 1.5994 yuan, with a weighted average return on equity of 15.95% [1]

Core Insights - Guangzhou Tanjie Technology Co., Ltd. is advancing its control layout through a newly established platform, Tanjie Yuanqing, planning to invest approximately 1.8 billion yuan to acquire 44.99% of the shares and corresponding voting rights of True Love Home, a woolen textile listed company, marking its entry into the manufacturing sector [1] - The acquisition strategy involves a three-step approach, starting with the transfer of 29.99% of shares at a price of 27.74 yuan per share, followed by a tender offer for an additional 15% of shares [1] - This move signifies a new paradigm of deep integration between AI unicorns and the manufacturing industry, potentially transforming the operational model of True Love Home [1][3] Company Overview - Since its establishment in 2016, Tanjie Technology has developed a leading sales intelligence platform, serving over 50,000 clients, including major industry players like Alibaba and ByteDance, and has received multiple rounds of investment from prominent venture capital firms [3] - The acquisition of True Love Home represents a significant step for Tanjie Technology in applying AI technology to the real economy, providing a replicable path for the intelligent transformation of the manufacturing sector [3] Impact on True Love Home - True Love Home, with annual revenues stable at 800 million to 1 billion yuan and 90% of its revenue coming from overseas markets, is expected to overcome its development bottlenecks through Tanjie Technology's entry [4] - The integration of AI technology is anticipated to facilitate True Love Home's transition from a passive order-taking model to an active management approach, injecting new productivity into the manufacturing industry [4]

Core Insights - The acquisition of Zhenai Meijia by Tanjitech represents a cross-industry merger aimed at enhancing operational efficiency through AI and digital upgrades [2][3] - Tanjitech plans to leverage its AI capabilities to empower Zhenai Meijia in various aspects including new material development, intelligent marketing, and supply chain optimization [2][6] Transaction Details - The transaction involves three steps: Zhenai Group will transfer 29.99% of its shares at a price of 27.74 yuan per share, totaling 1.198 billion yuan; Tanjitech will then make a partial tender offer for an additional 15% of shares at the same price, amounting to approximately 599 million yuan; Zhenai Group will also relinquish voting rights for 13.01% of its shares to ensure Tanjitech's control [3][4] - Upon completion, Tanjitech will hold 44.99% of Zhenai Meijia's shares, making it the new controlling shareholder [3][4] Company Background - Zhenai Meijia, founded by Zheng Qizhong in the early 1990s, has grown into a significant player in the global blanket industry, leveraging its location in Yiwu, a hub for small commodity trade [4] - Despite its success, Zhenai Meijia has faced growth challenges, with revenue declining from 979 million yuan in 2022 to 879 million yuan in 2024, and net profit dropping from 155 million yuan to 75.8 million yuan during the same period [4] Tanjitech Overview - Tanjitech, established in 2016, specializes in AI-driven solutions for B2B enterprises, providing services such as lead generation and sales forecasting [4][5] - The company has received significant investment from major firms, achieving a valuation exceeding 1 billion USD [5] Synergy and Collaboration - The merger is expected to create synergies across various business functions, including marketing, sales, and production, enhancing Zhenai Meijia's operational capabilities [6][7] - Tanjitech's AI-driven marketing tools will enable Zhenai Meijia to implement personalized advertising and improve customer engagement on social media platforms [6][7] Strategic Implications - Tanjitech's overseas business intelligence platform, Futern, will play a crucial role in helping Zhenai Meijia expand its international B2B customer base [7] - The retention of over 20% shareholding by the original controlling shareholder indicates a collaborative approach focused on technology empowerment rather than a complete business model overhaul [7]

Core Viewpoint - The market is showing strong enthusiasm for AI-related investments, particularly following the announcement of a significant change in the controlling shareholder of Zhenai Meijia, which is expected to enhance its operational capabilities through the integration of AI technology [3][10]. Group 1: Shareholder Change - Zhenai Meijia announced that its controlling shareholder will change to Tanjie Yuanqing, with a transaction cost of nearly 1.8 billion yuan [3][5]. - The acquisition process involves three steps: agreement transfer, voting rights waiver, and a partial tender offer, with Tanjie Yuanqing aiming to acquire up to 44.99% of the shares [5][6]. - Following the announcement, Zhenai Meijia's stock price surged, achieving a cumulative increase of 84.94% and a market capitalization increase of nearly 3.8 billion yuan [3][6]. Group 2: Tanjie Technology - Tanjie Technology, a key player behind Tanjie Yuanqing, is recognized as a "domestic enterprise-level AI model unicorn," with a valuation exceeding 20 billion yuan [8]. - The company specializes in creating AI agents that serve as "digital employees" for businesses, enhancing productivity and operational efficiency [11][12]. - Tanjie Technology has successfully implemented AI solutions for over 50,000 enterprises, including major companies like Alibaba and ByteDance, demonstrating significant improvements in efficiency and customer retention [12]. Group 3: AI Technology and Market Trends - Tanjie Technology's AI agents are designed to automate various business processes, significantly improving customer acquisition and operational efficiency [11][12]. - The company utilizes its proprietary platforms, "Taiqing" and "Kuanhu," to develop AI solutions that integrate industry-specific models and comprehensive business data [14][15]. - The competitive landscape for enterprise-level AI is shifting towards the integration of technology with industry applications, emphasizing the importance of creating a symbiotic relationship between human and digital employees [16].

Core Points - The Shanghai Composite Index fell by 2.45% today, with 9 stocks reaching historical closing highs [1] - Among the tradable A-shares, 354 stocks rose (6.50%) while 5072 stocks fell (93.17%), with 33 stocks hitting the daily limit up and 107 stocks hitting the limit down [1] Group 1: Historical Highs - A total of 9 stocks reached historical closing highs today, with 4 from the main board, 1 from the ChiNext, and 2 from the Sci-Tech Innovation Board [1] - The industries with the most stocks reaching historical highs include computer, electric equipment, and banking, with 2, 2, and 1 stocks respectively [1] - The average price of stocks that reached historical highs was 47.68 yuan, with one stock priced over 100 yuan and another between 50-100 yuan [1] Group 2: Stock Performance - Stocks that reached historical highs saw an average increase of 7.00%, with notable gainers including Pingao Co., Yidian Tianxia, and Luokai Co. [1] - The highest closing price was for Pinming Technology at 148.56 yuan, which increased by 4.77%, followed by Zhenai Meijia and Pingao Co. at 57.00 yuan and 49.02 yuan respectively [1] Group 3: Capital Flow - The total net inflow of main funds into stocks reaching historical highs was 658 million yuan, with the highest net inflows seen in Yidian Tianxia, Luokai Co., and Pingao Co. [2] - The average total market capitalization of stocks reaching historical highs was 174.197 billion yuan, with the highest market capitalizations belonging to China Bank, Yidian Tianxia, and Pinming Technology [2] Group 4: Recent Performance - Among the stocks that reached historical highs, Zhenai Meijia recorded 9 new highs in the past month, while Kunong Technology, Shanghai Port, and China Bank recorded 6, 5, and 4 new highs respectively [2]

Group 1 - The core point of the article is that AI unicorn Tanjitech will acquire control of the A-share listed company Zhenai Meijia through a combination of "agreement transfer + partial tender offer," with a total transaction scale of approximately 1.797 billion yuan, resulting in Tanjitech holding about 44.99% of Zhenai Meijia's shares [1] - This acquisition is part of a trend where AI technology companies are merging with manufacturing listed companies, characterized by high shareholding ratios of original controlling shareholders and the use of a "share transfer + tender offer" combination [1] - Zhenai Meijia has made significant progress in digital transformation, achieving a revenue of 724 million yuan in the first three quarters of 2025, a year-on-year increase of 16.16%, and a net profit of 230 million yuan, a substantial increase of 310.28% [2] Group 2 - Tanjitech, established in 2016, focuses on digital productivity and has been recognized in the Hurun Global Unicorn List for five consecutive years from 2021 to 2025, offering AI Agent products that enhance digital productivity across various business scenarios [2][3] - Tanjitech has served over 50,000 enterprises, including major companies like Alibaba and ExxonMobil, and has received investments from top-tier capital firms [3] - The acquisition is expected to provide multiple entry points for the application of AI technology in the manufacturing sector, potentially transforming Zhenai Meijia's value creation methods [4] Group 3 - Tanjitech's AI digital employees can assist in global marketing by automatically identifying overseas customers and generating targeted client lists, enhancing sales strategies [6] - The company's data platform may offer more accurate market insights and competitive analysis, while its AI development platform could improve organizational efficiency [6][8] - AI technology is anticipated to significantly enhance supply chain management, optimizing supplier selection, material demand forecasting, inventory levels, and procurement decisions [8] Group 4 - The control change occurs against the backdrop of a macro trend towards intelligent transformation in manufacturing, supported by government policies promoting the integration of AI with various industries [10] - The acquisition model reflects a new path for empowering traditional industries through technology rather than traditional asset restructuring, creating a complementary relationship between Zhenai Meijia's manufacturing capabilities and Tanjitech's AI technology [10] - Analysts expect that similar collaborations will continue to emerge, providing new pathways for traditional manufacturing companies to upgrade and for tech companies to implement their technologies in industrial settings [10]

Group 1: New Stock Offerings - Tianpu Co., Ltd. (Stock Code: 605255) has a tender offer period from November 20, 2025, to December 19, 2025[1] - Hangzhou Steam Turbine Co., Ltd. (Stock Code: 200771) has a cash option declaration period from November 19, 2025, to November 25, 2025[1] - Central Plaza (Stock Code: 600280) announced on November 20, 2025[1] Group 2: Stock Performance Alerts - Moen Electric (Stock Code: 002451) reported severe abnormal fluctuations on November 14, 2025[1] - ST Yuancheng (Stock Code: 603388) reported severe abnormal fluctuations on November 11, 2025[1] - ST Keli Da (Stock Code: 603828) reported severe abnormal fluctuations on November 12, 2025[1] Group 3: Recent Announcements - Jiumuwang (Stock Code: 601566) announced on November 20, 2025[1] - Taiping Bird (Stock Code: 603877) announced on November 20, 2025[1] - Huaci Co., Ltd. (Stock Code: 001216) announced on November 20, 2025[1]