的 法律意见书 深圳市福田区大中华国际交易广场西区 15 层 二〇二五年九月 1 广东盛唐律师事务所 关于 深圳市名家汇科技股份有限公司 2025 年第二次临时股东大会 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1、《公司章程》； 2 、 公 司 董 事 会 于 2025 年 8 月 26 日 在 巨 潮 资 讯 网 （http://www.cninfo.com.cn）等媒体上发布的《深圳市名家汇科技股份有限 公司关于召开 2025 年第二次临时股东大会的通知》（以下简称"《股东大会通知》"） 《深圳市名家汇科技股份有限公司第五届董事会第五次会议决议公告》等； 3、本次股东大会股东到会登记记录及凭证资料； 4、本次股东大会其他相关文件。 本所及本所律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏， ...

Overview of Pre-restructuring Matters - Company received a notice from creditor Zhongshan Guyue Lighting Manufacturing Co., Ltd., applying for restructuring due to inability to repay debts and lack of repayment capacity, but possessing restructuring value [1] - Shenzhen Intermediate People's Court initiated pre-restructuring procedures on July 29, 2024, and appointed Shenzhen Zhengyuan Liquidation Co., Ltd. as the pre-restructuring manager [1] Progress of Pre-restructuring Matters - Company signed a pre-restructuring investment agreement with Newyu Lingjiu Investment Management Center (Limited Partnership) regarding the restructuring investment transaction plan and arrangements [2] - The investment center paid a performance deposit of 40 million yuan on March 14, 2025 [2] - As of August 27, 2025, the company reported total assets of 793 million yuan and total liabilities of 696 million yuan, indicating a significant lack of repayment capacity due to operational losses and cash flow issues [2] Court's Decision and Ongoing Efforts - Guangdong High People's Court decided to hear the case due to its complexity and the high social concern regarding the interests of numerous investors [3] - As of the announcement date, the company has not yet received a ruling from the court regarding the acceptance of the restructuring application and is actively promoting related pre-restructuring work [3]

证券代码：300506 证券简称：ST 名家汇 公告编号：2025-074 深圳市名家汇科技股份有限公司 关于被债权人申请重整及预重整的进展暨风险提示公告 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。 一、预重整事项概况 2024年5月17日，深圳市名家汇科技股份有限公司（以下简称"公司""名 家汇"）收到债权人中山市古月灯饰制造有限公司（以下简称"申请人"）发来 的《告知函》，申请人以公司不能清偿到期债务且明显缺乏清偿能力，但具有重 整价值为由，于同日向深圳市中级人民法院（以下简称"深圳中院"）申请对公 司进行重整，并同时申请启动预重整程序。 2024年5月24日，公司于全国企业破产重整案件信息网查询得知，深圳中院 已就公司相关事项设立案号〔2024〕粤03破申481号。2024年5月27日，公司收到 深圳中院下发的相关通知书。 2024年7月30日，公司收到深圳中院下发的〔2024〕粤03破申481号《决定书》， 法院于7月29日决定对公司启动预重整程序。经摇珠选定，深圳中院指定深圳市 正源清算事务有限公司为公司预重整管理人。 2024年11月25日以书 ...

Core Insights - ST Mingjiahui reported a significant decline in revenue and net profit for the first half of 2025, with total revenue of 39.76 million yuan, down 50.43% year-on-year, and a net loss of 80.88 million yuan, a staggering decrease of 467.46% compared to the previous year [1] Financial Performance - Total revenue for Q2 2025 was 13.70 million yuan, reflecting a 75.28% year-on-year decline [1] - The gross margin decreased to 37.6%, down 32.37% year-on-year, while the net margin plummeted to -203.52%, a decrease of 1039.88% [1] - The total of selling, administrative, and financial expenses reached 46.88 million yuan, accounting for 117.91% of total revenue, an increase of 92.96% year-on-year [1] - Earnings per share fell to -0.12 yuan, a 500% decrease year-on-year, and the net asset per share dropped to 0.02 yuan, down 88.02% [1] Cash Flow and Debt - The company reported a significant increase in cash reserves, with monetary funds rising to 106 million yuan, a 458.65% increase year-on-year [1] - Accounts receivable decreased to 271 million yuan, down 30.82% year-on-year, while interest-bearing debt slightly decreased to 74.91 million yuan, a 2.20% decline [1] - The cash flow situation is concerning, with a cash flow to current liabilities ratio of only 30.96% and a negative average operating cash flow to current liabilities ratio of -0.71% over the past three years [3] Historical Performance - The company's historical return on invested capital (ROIC) has been poor, with a median ROIC of 16.73% since its listing, and a particularly bad year in 2023 with a ROIC of -78.39% [2] - The company has reported losses in five out of eight annual reports since its listing, indicating a trend of financial instability [2]

Meeting Overview - The fifth meeting of the fifth supervisory board of Shenzhen Mingjiahui Technology Co., Ltd. was held on August 25, 2025, in a combined onsite and remote format [1] - The meeting was attended by all three supervisory board members, and it was chaired by Hu Yanjun [1] Resolutions Passed - The supervisory board approved the proposal regarding the full text and summary of the 2025 semi-annual report, confirming that the report accurately reflects the company's operational and financial status for the first half of 2025 [1][2] - The board also approved the proposal concerning the special report on the storage and use of raised funds for the first half of 2025, stating that the management of these funds complies with relevant regulations [2]

Core Viewpoint - Shenzhen Minkave Technology Co., Ltd. reported a significant decline in financial performance for the first half of 2025, with a 50.43% decrease in revenue compared to the same period last year, primarily due to market demand shrinkage and industry downturn [2][10]. Company Overview and Financial Indicators - The company operates in the landscape lighting industry, focusing on design, construction, and sales of lighting products [6][10]. - The stock code is 300506, and it is listed on the Shenzhen Stock Exchange [2]. - The company does not plan to distribute cash dividends or issue bonus shares [1]. Financial Performance - Revenue for the reporting period was approximately 39.76 million yuan, down from 80.21 million yuan in the previous year [2]. - The net loss attributable to shareholders was approximately 80.88 million yuan, a 467.46% increase in loss compared to the previous year [2]. - The basic earnings per share were -0.12 yuan, reflecting a 500% increase in loss per share [2]. - Total assets decreased by 13.80% to approximately 683.34 million yuan compared to the end of the previous year [2]. Industry Development - The landscape lighting industry in China saw a market size of approximately 28 billion yuan in the first half of 2025, with an 8.2% year-on-year growth, benefiting from urban renewal and night tourism [4][5]. - The industry is transitioning towards smart and green solutions, with a focus on integrating cultural and personalized elements into lighting designs [5][6]. - The government is promoting a green low-carbon lighting system as part of the "14th Five-Year Plan," which is expected to drive innovation and value enhancement in the industry [3][4]. Business Model and Market Position - The company primarily engages in professional contracting for lighting projects, including EPC (Engineering, Procurement, and Construction) and PPP (Public-Private Partnership) models [6][7]. - Despite recent challenges, the company maintains a significant position in the landscape lighting sector due to its technical expertise and project experience [8][9]. - The company has a competitive edge in providing comprehensive lighting solutions, which enhances customer loyalty and project bidding success [9][10].

Core Viewpoint - Shenzhen Mingjiahui Technology Co., Ltd. reported significant declines in revenue and net profit for the first half of 2025, indicating financial distress and operational challenges [1][2]. Financial Performance - The company's operating revenue for the reporting period was 39,757,546.53 yuan, a decrease of 50.43% compared to 80,206,916.58 yuan in the same period last year [1]. - The net profit attributable to shareholders was -80,880,046.34 yuan, representing a decline of 467.46% from -14,252,890.52 yuan year-on-year [1]. - The net profit after deducting non-recurring gains and losses was -85,314,899.66 yuan, down 275.27% from -22,734,132.81 yuan in the previous year [1]. - The net cash flow from operating activities was -60,266,851.38 yuan, a drastic decline of 1,237.07% from 5,300,202.59 yuan [1]. - Basic and diluted earnings per share were both -0.12 yuan, a decrease of 500% from -0.02 yuan [1]. Asset and Equity Position - Total assets at the end of the reporting period were 683,344,963.21 yuan, down from 792,729,388.46 yuan [2]. - The net assets attributable to shareholders decreased by 83.87% to 15,560,055.53 yuan [2]. Shareholder Information - The largest shareholder, Cheng Zongyu, holds 10.88% of the shares, with a total of 75,648,531 shares, which are subject to pledges [2][4]. - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [4][5]. Important Events - Cheng Zongyu received a court ruling regarding a contract dispute related to frozen shares, which may lead to forced execution by China New Industry Group if obligations are not met [4][5]. - The company’s stock was suspended for one day on May 19, 2025, due to regulatory actions [5].

Group 1 - The board meeting of Shenzhen MingJiaHui Technology Co., Ltd. was held on August 25, 2025, with all 9 directors present, and the meeting complied with relevant laws and regulations [1][2] - The board approved the 2025 semi-annual report, confirming that it accurately reflects the company's operational and financial status for the first half of 2025 [2][3] - The board also approved the special report on the storage and use of raised funds for the first half of 2025, stating it reflects the actual situation accurately [2][3] Group 2 - The board reviewed and approved amendments to major governance systems in accordance with the latest legal requirements and the company's actual situation [2][3] - The board agreed to abolish certain governance systems to establish a clearer governance framework, integrating key contents into revised management systems [3][4] - The board approved the election of a new non-independent director, Wang Yishen, to replace Li Taiquan, who resigned due to a job change [4] Group 3 - The board scheduled the second extraordinary general meeting of shareholders for September 11, 2025, to review the relevant proposals [4]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders for 2025 on September 11, 2025, at 14:30 [1] - The meeting will combine on-site voting and online voting [1][2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system during specified time slots on the same day [1][2] Voting Procedures - Shareholders can choose either on-site voting or online voting, but not both; if duplicate votes occur, the first valid vote will be counted [2] - Eligible shareholders include those holding voting shares as of the registration date and their authorized agents [2][3] - Specific identification and documentation are required for both individual and corporate shareholders to attend the meeting [3][4] Agenda Items - The meeting will review several proposals, including amendments to major governance systems and the election of non-independent directors [2][7] - The proposals have been approved by the company's board and are legally compliant [2] Registration and Voting Process - Shareholders must register for the meeting by providing necessary identification and proof of shareholding [3][4] - Detailed voting procedures for online participation are provided, including the voting code and instructions for expressing opinions on proposals [5]

Core Viewpoint - Shenzhen MingJiaHui Technology Co., Ltd. announced the resignation of its non-independent director Li Taiquan due to personal job changes, and the appointment of Wang Yishen as his successor [1][2]. Group 1: Director Changes - Li Taiquan submitted his resignation report after the fifth meeting of the fifth board of directors, effective upon delivery to the board [1]. - Wang Yishen has been recommended by the second largest shareholder, China Emerging Group, to replace Li Taiquan as a non-independent director and vice chairman [2]. - The board approved Wang Yishen's appointment, which will last until the end of the current board's term on January 6, 2028 [2]. Group 2: Wang Yishen's Background - Wang Yishen, born in May 1980, holds a bachelor's degree in accounting from Nankai University and a master's degree in logistics and supply chain management from the University of Gothenburg, Sweden [2]. - His previous roles include project manager at China Electronics Import and Export International Electronic Services Co., and various financial positions within China Emerging Group [2]. - Wang Yishen does not hold any shares in the company and has no related party relationships with major shareholders or other board members [3].