关于火星人厨具股份有限公司 北京德恒（杭州）律师事务所 2025 年第一次临时股东大会的法律意见 电话:0571-86508080 传真:0571-87357755 邮编:310020 杭州市上城区新业路 200 号华峰国际商务大厦 10 楼 北京德恒（杭州）律师事务所 关于火星人厨具股份有限公司 2025 年第一次临时股东大会的 法律意见 北京德恒（杭州）律师事务所 关于火星人厨具股份有限公司 2025 年第一次临时股东大会的 法律意见 致：火星人厨具股份有限公司 北京德恒（杭州）律师事务所受火星人厨具股份有限公司（以下简称"公司"） 委托，指派李迎亚律师、杨洋律师（以下简称"本所律师"）出席公司 2025 年 第一次临时股东大会（以下简称"本次股东大会"），对本次股东大会的合法性 进行见证并出具法律意见。 本法律意见根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东大会 规则》以及《火星人厨具股份有限公司章程》（以下简称"《公司章程》"）等 有关法律、法规和规范性文件而出具。 为出具本法律意见，本所律师审查了本次股东大会的有关文件和 ...

Core Insights - The kitchen and bathroom appliance sector experienced a slight decline of 0.07% on October 15, with Yitian Intelligent leading the drop [1] - The Shanghai Composite Index closed at 3912.21, up 1.22%, while the Shenzhen Component Index closed at 13118.75, up 1.73% [1] Sector Performance - The kitchen and bathroom appliance sector saw mixed performance among individual stocks, with notable gainers including: - Sunrise Oriental (603366) at 9.44, up 1.29% with a trading volume of 96,500 shares and a turnover of 90.14 million yuan - Aopu Technology (603551) at 11.85, up 1.28% with a trading volume of 21,800 shares and a turnover of 25.70 million yuan - Mars Man (300894) at 12.45, up 1.22% with a trading volume of 31,900 shares and a turnover of 39.56 million yuan - Conversely, Yitian Intelligent (300911) closed at 51.31, down 2.79% with a trading volume of 42,700 shares and a turnover of 220 million yuan [1] Capital Flow - The kitchen and bathroom appliance sector saw a net inflow of 13.24 million yuan from institutional investors, while retail investors experienced a net outflow of 20.44 million yuan [1] - Detailed capital flow for selected stocks includes: - Sunrise Oriental (603366) with a net inflow of 7.13 million yuan from institutional investors and a net outflow of 2.13 million yuan from retail investors [2] - Yitian Intelligent (300911) with a net inflow of 6.61 million yuan from institutional investors and a net outflow of 1.72 million yuan from retail investors [2] - Aopu Technology (603551) with a net inflow of 2.10 million yuan from institutional investors and a net outflow of 0.14 million yuan from retail investors [2]

Core Viewpoint - The home appliance industry is experiencing a significant divergence in performance, with comprehensive and small appliance companies thriving, while traditional kitchen appliance and integrated stove companies are struggling with declining revenues and profits [1][4]. Group 1: Performance Overview - Comprehensive appliance giants like Midea and Haier are benefiting from national subsidy policies, overseas market growth, and innovative smart products, achieving revenue growth of 15.58% and 10.22% respectively [2][4]. - In contrast, traditional kitchen appliance companies such as Vatti and Boss Electric are facing revenue declines, with Vatti's revenue down by 9.71% and Boss Electric's by 2.58% [2][4]. - Integrated stove companies, referred to as the "four little dragons," are collectively experiencing significant revenue and profit declines, with companies like Mars and Yitian reporting losses [3][4]. Group 2: Financial Metrics - Midea Group reported a revenue of 251.12 billion and a net profit of 26.01 billion, while Haier's revenue was 156.49 billion with a net profit of 12.03 billion [2]. - The gross profit margin and net profit margin of leading companies like Boss Electric and Vatti are significantly higher than those of emerging brands, indicating a clear tiered differentiation in profitability [5][8]. - Boss Electric leads the industry with a gross profit margin of 50.43% and a net profit margin of 15.26%, showcasing its strong position in the high-end kitchen appliance market [5][8]. Group 3: Strategic Insights - The report highlights a shift in kitchen appliance companies from scale expansion to quality and efficiency, with leading firms maintaining high gross margins through brand and technology barriers [13][34]. - Companies are increasingly focusing on optimizing product structures and diversifying their offerings to mitigate risks, as seen with Boss Electric's entry into cabinet products [30][34]. - New retail, lower-tier markets, and overseas expansion are becoming key channels for growth, with companies like Vatti and Midea actively building new retail channels and expanding their presence in overseas markets [30][32]. Group 4: Cash Flow and Financial Management - The analysis indicates that cash flow is crucial for companies to withstand market fluctuations, with leading firms like Boss Electric and Vatti demonstrating strong cash flow generation capabilities [18][25]. - Most companies are tightening their investment strategies, focusing on cash flow management and reducing leverage to maintain operational stability [21][23]. - The financial management of traditional brands is generally more robust, with lower management expenses and effective cost control compared to emerging brands facing higher operational costs [17][25].

Core Insights - The kitchen and bathroom appliance sector experienced a slight increase of 0.05% on October 10, with Aopu Technology leading the gains [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Sector Performance - Aopu Technology (603551) closed at 11.80, up 3.15% with a trading volume of 33,900 shares and a turnover of 39.71 million yuan [1] - Zhejiang Meida (002677) closed at 7.32, up 1.39% with a trading volume of 139,400 shares and a turnover of 102 million yuan [1] - Shuaixing Electric (605336) closed at 14.99, up 1.08% with a trading volume of 18,400 shares and a turnover of 27.51 million yuan [1] - Other notable performances include Vatti Corporation (002035) up 0.63%, and Boss Electric (002508) up 0.53% [1] Capital Flow Analysis - The kitchen and bathroom appliance sector saw a net outflow of 21.44 million yuan from institutional investors, while retail investors contributed a net inflow of 28.36 million yuan [1] - Aopu Technology experienced a net outflow of 730,000 yuan from institutional investors, while retail investors had a net inflow of 502,060 yuan [2] - Boss Electric (002508) had a net inflow of 8.037 million yuan from institutional investors, despite a net outflow of 974,930 yuan from speculative funds [2]

1、"火星转债"（债券代码：123154）转股期为 2023 年 2 月 13 日起至 2028 年 8 月 4 日止；最新有效的转股价格为 32.95 元/股。 2、2025 年第三季度，共有 10 张"火星转债"完成转股（票面金额共计 1,000 元人民币）,合计转成 30 股"火星人"股票（股票代码：300894）。 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： | 证券代码：300894 | 证券简称：火星人 | 公告编号：2025-059 | | --- | --- | --- | | 债券代码：123154 | 债券简称：火星转债 | | 火星人厨具股份有限公司 关于 2025 年第三季度可转债转股情况的公告 一、可转换公司债券发行上市概况 （一）可转换公司债券发行概况 中国证券监督管理委员会（以下简称"中国证监会"）《关于同意火星人厨 具股份有限公司向不特定对象发行可转换公司债券注册的批复》（证监许可〔2022〕 1465 号）同意注册，火星人厨具股份有限公司（以下简称"公司"）向不特定 对象发行可转换公司债券 5,289,990 ...

Core Viewpoint - The domestic home appliance market shows resilience in growth during the first half of 2025, supported by the "trade-in" policy, with significant increases in retail sales of kitchen appliances [1] Group 1: Market Performance - In the first half of 2025, retail sales of range hoods and gas stoves increased by 11.8% and 10.1% year-on-year, respectively [1] - A total of 9 listed kitchen and bathroom appliance companies reported a combined revenue of 15.063 billion yuan, a decrease of 7.9% compared to the same period in 2024 [1] - Among kitchen appliance companies, total revenue was 8.299 billion yuan, with a net profit of 804 million yuan, representing declines of 13.2% and 35.9% year-on-year, respectively [1] Group 2: Company Performance - Boss Electric ranked first in revenue with 4.608 billion yuan, 1.12 times that of the second-ranked Wanhe Electric, and over 1.8 billion yuan higher than third-ranked Vatti [1] - The operating costs of kitchen appliances generally decreased, with Wanhe Electric being the only company to see a 15.5% increase in operating costs, exceeding its revenue growth [1] - Operating costs for kitchen appliances remained between 50%-60% of revenue, while Yitian Smart's operating cost ratio reached 85.9%, with a significant drop in gross margin [1] Group 3: Efficiency and Expenses - Companies like Yitian Smart, Shuaifeng Electric, Zhejiang Meida, and Aopu Technology reduced their sales, management, and R&D expenses during the reporting period [1] - Boss Electric had the highest sales expenses at 1.249 billion yuan, being the only company with a significant sales expense scale [1] - Yitian Smart had the highest management expense ratio at 17.6%, followed closely by Shuaifeng Electric at 17.5% [1] Group 4: R&D and Profitability - R&D expense ratios for kitchen appliance companies generally ranged from 3%-5%, with Marsman having a notably high R&D expense ratio of 12.2% [1] - Boss Electric led in net profit with 712 million yuan, nearly double that of the second-ranked Wanhe Electric [1] - Aopu Technology managed to increase its net profit by 7.8% despite a 4.9% decrease in revenue, attributed to effective cost control [1] Group 5: Cash Flow and Inventory Management - Companies like Zhejiang Meida, Marsman, and Yitian Smart experienced a negative shift in operating cash flow, with over half of the companies seeing a year-on-year decline in cash flow [1] - Boss Electric had an accounts receivable turnover period of approximately 70 days, while Zhejiang Meida's was only 5 days, indicating faster capital recovery [1] - Shuaifeng Electric's inventory turnover days increased by 26.7% to approximately 174 days, with a significant portion of its inventory being finished goods [1]

Core Viewpoint - The domestic home appliance market shows resilience in growth during the first half of 2025, driven by the "trade-in" policy, with retail sales of range hoods and gas stoves increasing by 11.8% and 10.1% year-on-year, respectively, while water heater sales only grew by 0.8% [1] Group 1: Market Performance - The overall revenue of nine listed kitchen and bathroom appliance companies in A-shares reached 15.063 billion yuan, a decrease of 7.9% compared to the same period in 2024 [1] - Six kitchen appliance companies reported total revenue of 8.299 billion yuan, with a net profit of 804 million yuan, reflecting declines of 13.2% and 35.9% year-on-year, respectively [2] - The integrated stove retail sales dropped by 27.6% year-on-year, and the domestic sales of air source heat pumps decreased by 22.3% [1] Group 2: Company Performance - Boss Electric ranked first in revenue with 4.608 billion yuan, while Wanhe Electric was the only company to achieve revenue growth of 7.1% [5] - Fire Star and Yitian Smart transitioned from profit to loss, with Fire Star's revenue plummeting by 46.3% [2][5] - Zhejiang Meida's revenue fell by 53.8%, significantly impacted by the downturn in the real estate market [5] Group 3: Cost and Profitability - The operating costs of kitchen and bathroom appliances generally decreased, with only Wanhe Electric's costs rising by 15.5% [5] - Boss Electric maintained the highest gross profit margin at 50.4%, while Yitian Smart's gross profit margin dropped to 14.1% [6][12] - Operating cash flow for Wanhe Electric reached 618 million yuan, while Yitian Smart experienced a cash outflow of 1.59 billion yuan [14] Group 4: Efficiency and Management - Boss Electric's accounts receivable turnover days were approximately 70 days, while Zhejiang Meida's was only 5 days, indicating faster cash recovery [16] - Fire Star's inventory turnover days were about 174 days, reflecting inefficiencies in inventory management [16] - Management expenses for Yitian Smart were the highest at 17.6%, while Wanhe Electric's management expenses were relatively low at 2.5% due to revenue growth [9]

Market Overview - The kitchen and bathroom appliance sector increased by 0.41% on September 30, with Yitian Smart leading the gains [1] - The Shanghai Composite Index closed at 3882.78, up 0.52%, while the Shenzhen Component Index closed at 13526.51, up 0.35% [1] Stock Performance - Yitian Smart (300911) closed at 54.12, up 3.09% with a trading volume of 56,500 shares and a turnover of 302 million yuan [1] - Other notable stocks include: - Mars (300894) at 12.79, up 1.11% [1] - Boss Electric (002508) at 19.08, up 0.90% [1] - Sunrise Oriental (603366) at 9.47, up 0.53% [1] - Shuaixing Electric (605336) at 15.05, up 0.07% [1] - Vatti (002035) at 6.23, down 0.48% [1] - Wanhe Electric (002543) at 12.11, down 0.66% [1] - Aopu Technology (603551) at 12.15, down 1.30% [1] - Zhejiang Meida (002677) at 7.32, down 3.05% [1] Capital Flow - The kitchen and bathroom appliance sector experienced a net outflow of 3.61 million yuan from institutional investors and 4.58 million yuan from speculative funds, while retail investors saw a net inflow of 8.19 million yuan [1] - Detailed capital flow for selected stocks includes: - Boss Electric: 6.35 million yuan net inflow from institutions, but 6.86 million yuan net outflow from retail [2] - Sunrise Oriental: 4.75 million yuan net inflow from institutions, with net outflows from both speculative and retail investors [2] - Yitian Smart: 0.51 million yuan net outflow from institutions, but 6.82 million yuan net inflow from speculative funds [2] - Wanhe Electric: 6.17 million yuan net outflow from institutions, with a significant 11.69 million yuan net inflow from retail [2] - Zhejiang Meida: 7.90 million yuan net outflow from institutions, but 11.61 million yuan net inflow from retail [2]

Group 1 - The company Mars announced on September 25 that its 29th meeting of the third board of directors was held on September 24, 2025, combining in-person and communication methods [1] - The meeting reviewed documents including the proposal to amend the company's articles of association [1] Group 2 - On the anniversary of "9.24," the total market value of A-shares exceeded 116 trillion yuan, indicating significant changes in the Chinese capital market [1]

火星人厨具股份有限公司 董事会战略与发展委员会工作细则 火星人厨具股份有限公司 董事会战略与发展委员会工作细则 第一章 总则 第一条 为适应火星人厨具股份有限公司（以下简称"公司"）战略发展需要， 增强核心竞争力，确定公司发展规划，健全投资决策程序，加强决策科学性，提 高重大投资决策的效益和决策的质量，完善法人治理结构，根据《中华人民共和 国公司法》、《上市公司治理准则》、《公司章程》及其他有关规定，公司决定设立 董事会战略与发展委员会（以下简称"战略委员会"），并制定本细则。 第二条 战略委员会是董事会按照股东会决议设立的专门工作机构，主要负 责对公司长期发展战略和重大投资决策进行研究并提出建议。 第二章 人员构成 第三条 战略委员会由三名董事组成。 第四条 战略委员会委员由董事长、二分之一以上独立董事或全体董事的三 分之一提名，由董事会任命。 第五条 战略委员会设主任委员一名，由董事会指定一名董事担任。 第六条 战略委员会任期与董事会任期一致，委员任期届满，连选可以连任。 期间如有委员不再担任公司董事，自动退出委员资格，并由委员会根据有关规定 补足委员人数。 第七条 战略委员会下设投资评审小组，设组长 1 ...