北京国枫律师事务所 关于宁波慈星股份有限公司 2022 年限制性股票激励计划调整授予价格、首次 授予部分第三个归属期、预留授予部分第二个归属 期归属条件成就、部分限制性股票作废失效事项的 法律意见书 国枫律证字[2022] AN219-6 号 GRANDWAY 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街 26 号新闻大厦 7 层邮编：100005 电话(Tel): 010-66090088/88004488 传真(Fax): 010-66090016 北京国枫律师事务所 关于宁波慈星股份有限公司 2022 年限制性股票激励计划调整授予价格、首次 授予部分第三个归属期、预留授予部分第二个归属 期归属条件成就、部分限制性股票作废失效事项的 法律意见书 国枫律证字[2022] AN219-6 号 致:宁波慈星股份有限公司 根据本所与公司签署的《律师服务协议》,本所接受公司的委托,担任公司 本激励计划的专项法律顾问,并已出具《北京国枫律师事务所关于宁波慈星股份 有限公司 2022 年限制性股票激励计划(草案)的法律意见书》(以下简称"《法 律意见书》")及《北京国枫律师事务 ...

（一）2022 年 10 月 13 日，公司召开第四届董事会第十七次会议，审议通过 《关于<宁波慈星股份有限公司 2022 年限制性股票激励计划（草案）>及其摘要 的议案》《关于<宁波慈星股份有限公司 2022 年限制性股票激励计划实施考核管 理办法>的议案》及《关于提请股东大会授权董事会办理 2022 年限制性股票激励 计划相关事宜的议案》等相关议案。公司独立董事对 2022 年限制性股票激励计 划相关议案发表了同意的独立意见。 同日，公司召开第四届监事会第十六次会议，审议通过《关于<宁波慈星股 份有限公司 2022 年限制性股票激励计划（草案）>及其摘要的议案》《关于<宁 波慈星股份有限公司 2022 年限制性股票激励计划实施考核管理办法>的议案》及 《关于核实<宁波慈星股份有限公司 2022 年限制性股票激励计划激励对象名单> 的议案》等相关议案，公司监事会对本激励计划的相关事项进行核实并出具了相 关核查意见。 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。 宁波慈星股份有限公司（以下简称"公司"）于 2025 年 12 月 3 日召开第六 届董事会第四 ...

Core Viewpoint - Cixing Co., Ltd. (300307.SZ) has announced a plan to issue A-shares to specific investors through a simplified procedure, with a total fundraising amount not exceeding RMB 30 million, aimed at funding various projects related to knitting machinery and technology development [1][2]. Group 1: Share Issuance Details - The share issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities [1]. - The pricing for the shares will be set at no less than 80% of the average trading price over the 20 trading days prior to the issuance date [1][2]. - The total number of shares issued will not exceed 30% of the total share capital before the issuance [2]. Group 2: Fund Allocation - The net proceeds from the issuance will be allocated to three main projects: 1. Production of 1,500 units of 3D integrated knitting machines and 50 units of medical special knitting machines, with a total investment of RMB 20 million [2][3]. 2. Development and industrialization of 1,170 units of high-end multifunctional special computer knitting machines, with an investment of RMB 10 million [2][3]. 3. Research on digital analysis and testing technology for knitted fabric structures, with an investment of RMB 1.5 million [2][3]. - The total investment for these projects amounts to RMB 31.5 million, with the company planning to raise RMB 30 million [3]. Group 3: Shareholder Structure - As of the announcement date, Yuren Wisdom holds 17.09% of the company's shares, making it the controlling shareholder, while the actual controller, Sun Pingfan, controls 34.19% of the shares [4]. - The issuance will lead to an increase in the company's share capital, but the actual control will remain unchanged despite a decrease in the controlling shareholder's percentage [4]. Group 4: Financial Performance - For the third quarter of 2025, the company reported a revenue of RMB 383.06 million, a decrease of 24.39% year-on-year, and a net profit attributable to shareholders of RMB 16.01 million, down 37.01% [9][10]. - For the year-to-date period, the company achieved a revenue of RMB 1.49 billion, a decline of 16.54%, and a net profit of RMB 122 million, down 60.71% [9][10]. - The cash flow from operating activities was negative at RMB -50.81 million for the year-to-date period [10].

Core Viewpoint - Cixing Co., Ltd. plans to raise up to 300 million RMB through a simplified procedure for a specific group of investors, aiming to expand production capacity and enhance technology development in response to market opportunities in smart manufacturing and industrial upgrades [1] Fundraising Details - The company intends to allocate 185 million RMB for the construction of projects including the annual production of 1,500 units of 3D integrated knitting machines, 50 units of special knitting machines for medical use, and 500,000 functional sports knitted garments [1] - An additional 100 million RMB will be directed towards the research and industrialization of 1,170 units of high-end multifunctional special computer knitting machines [1] - 15 million RMB is earmarked for the research and development of digital analysis and testing technology for knitted fabric structures [1] Financial Performance - For the first three quarters of 2025, the company reported a revenue of 1.489 billion RMB, representing a year-on-year decline of 16.54% [1] - The net profit attributable to shareholders decreased by 60.71% to 122 million RMB [1] - The net profit after deducting non-recurring gains and losses fell by 25.45% to approximately 96.24 million RMB [1] - Notably, the net cash flow from operating activities was -50.81 million RMB, a significant decline of 516.09%, primarily due to a reduction in cash received from sales [1]

Group 1 - The company Cixing Co., Ltd. (SZ 300307) announced on November 24 that it has received authorization from the 2024 annual general meeting of shareholders to implement a simplified procedure for issuing shares to specific targets, with the plan to raise no more than 300 million yuan [1] - The issuance will target no more than 35 specific entities, with the issuance price set at no less than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark [1] - For the first half of 2025, the revenue composition of Cixing Co., Ltd. is as follows: 90.04% from knitting machine business, 3.96% from other businesses, 2.4% from automation equipment and project integration, 1.9% from internet business, and 1.69% from material sales [1] Group 2 - As of the time of reporting, the market capitalization of Cixing Co., Ltd. is 6.3 billion yuan [2] - The strategic placement of Dapeng Industrial has resulted in significant profits for insiders, with a subscription price of 9 yuan and a first-day listing price of 118 yuan, leading to a floating profit of 24.92 million yuan for the controlling shareholder and his brother [2]

Key Points - Industrial Fulian (601138.SH) has not lowered its profit target for the fourth quarter [1] - Shanghai Port Bay (605598.SH) reported that its commercial aerospace and perovskite solar business account for less than 1% of its revenue, indicating a small scale and no profitability yet [1] - Zhaohong Wanli (603210.SH) plans to establish a wholly-owned subsidiary to invest 480 million yuan in the construction of an automotive body structure component production line [1] - Tongji Technology (600846.SH) announced that its subsidiary won the bid for the Xi'an Heshan Jinxiu Mansion project construction [1] - ST Zhongzhu (600568.SH) revealed that Shen Shang Group intends to transfer 100% equity of Langdi Technology to Bubugao Investment for 30 million yuan [1] - Naxinwei (688052.SH) plans to repurchase shares worth between 200 million to 400 million yuan [1] - Star Entertainment (300043.SH) reported that its actual controller and concerted parties plan to reduce their holdings by no more than 2.9% [1] - Cixing Co., Ltd. (300307.SH) intends to raise no more than 300 million yuan through a private placement [2] - Zhongding Co., Ltd. (000887.SH) has become a supplier of liquid cooling dummy loads for two domestic liquid cooling system integrators [2]

Key Points - Industrial Fulian (601138.SH) has not lowered its profit target for the fourth quarter [1] - Shanghai Port Bay (605598.SH) reported that its commercial aerospace and perovskite solar business account for less than 1% of its revenue, indicating a small scale and no profitability [1] - Taihong Wanli (603210.SH) plans to establish a wholly-owned subsidiary to invest 480 million yuan in the construction of an automotive body structure component production line [1] - Tongji Technology (600846.SH) announced that its subsidiary won the construction bid for the Xi'an Heshan Jinxiu Mansion project [1] - ST Zhongzhu (600568.SH) revealed that Shen Shang Group intends to transfer 100% equity of Landi Technology to Bubugao Investment for 30 million yuan [1] - Naxinwei (688052.SH) plans to repurchase shares worth between 200 million to 400 million yuan [1] - Xinghui Entertainment (300043.SH) reported that its actual controller and concerted parties plan to reduce their holdings by no more than 2.9% [1] - Cixing Co., Ltd. (300307.SZ) intends to raise no more than 300 million yuan through a private placement [3] - Zhongding Co., Ltd. (000887.SZ) announced that its controlling subsidiary has become a supplier of liquid cooling dummy loads for two domestic liquid cooling system integrators [3]

Core Viewpoint - Cixing Co., Ltd. plans to raise a total of no more than RMB 300 million through a private placement, with the net proceeds to be used for various projects related to knitting machinery and functional sportswear production [1] Group 1: Fundraising Details - The total amount to be raised is capped at RMB 300 million, including the principal amount [1] - The net proceeds, after deducting issuance costs, will be fully allocated to specific projects [1] Group 2: Project Allocations - The funds will be used for the construction of a project to produce 1,500 units of 3D integrated sports knitting machines and 50 units of special knitting machines for medical use [1] - Additionally, the funds will support the production of 500,000 pieces of functional sports knitted apparel [1] - The investment will also cover the research and industrialization of 1,170 units of high-end multifunctional special computer knitting machines [1] - Lastly, the funds will be directed towards the research and development of digital analysis and testing technology for the organizational structure and basic properties of knitted fabrics [1]

Core Viewpoint - Cixing Co., Ltd. plans to issue shares to specific investors through a simplified procedure, aiming to raise no more than 300 million yuan for various projects [1] Group 1: Share Issuance Details - The company intends to issue shares to no more than 35 specific investors [1] - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark [1] - The total amount of funds raised will not exceed 300 million yuan [1] Group 2: Fund Utilization - The net proceeds from the issuance will be used entirely for the construction of projects including the annual production of 1,500 units of 3D integrated sports knitting machines, 50 units of special medical knitting machines, and 500,000 functional sports knitted garments [1] - Additional projects include the research and industrialization of 1,170 units of high-end multifunctional special computer knitting machines and the development of digital analysis and testing technology for the organizational structure and basic properties of knitted fabrics [1]

Core Viewpoint - The company plans to issue shares to specific investors through a simplified procedure, aiming to raise a total of no more than 300 million yuan for various projects [1] Group 1: Share Issuance Details - The company intends to issue shares to no more than 35 specific investors [1] - The issuance price will be no less than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark [1] - The total amount of funds raised will not exceed 300 million yuan [1] Group 2: Fund Utilization - The net proceeds from the issuance, after deducting issuance costs, will be used entirely for the construction of projects including the annual production of 1,500 units of 3D integrated sports knitting machines and 50 units of special knitting machines for medical use [1] - The funds will also support the annual production of 1,170 units of high-end multifunctional special computer knitting machines and the research and industrialization of digital analysis and testing technology for the structure and basic properties of knitted fabrics [1]