国浩律师（上海）事务所 关于浙江天振科技股份有限公司 2025 年第一次临时股东大会法律意见书 致：浙江天振科技股份有限公司 浙江天振科技股份有限公司（以下简称"公司"）2025 年第一次临时股东 大会于 2025 年 8 月 25 日召开。国浩律师（上海）事务所（以下简称"本所"） 经公司聘请，委派经办律师出席会议，并根据《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》）等 法律、法规及中国证券监督管理委员会（以下简称"中国证监会"）《上市公 司股东会规则》（以下简称《股东会规则》）和《浙江天振科技股份有限公司 章程》（以下简称《公司章程》），就本次股东大会的召集、召开程序、出席 大会人员资格、会议表决程序等事宜发表法律意见。 在审查有关文件的过程中，公司向本所律师保证并承诺，其向本所提供的 文件和所作的说明是真实的，有关副本材料或复印件与原件一致。 公司向本所律师保证并承诺，公司已将全部事实向本所披露，无任何隐瞒、 遗漏、虚假或误导之处。 本法律意见书仅用于为公司 2025 年第一次临时股东大会见证之目的。本所 律师同意公司将本法律意见书作为本次股东大会的法定 ...

证券代码：301356 证券简称：天振股份 公告编号：2025-040 浙江天振科技股份有限公司 2025 年第一次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1、本次股东大会无新增、变更、否决提案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开情况 1、会议召开时间 现场会议时间：2025年8月25日14:30。 网络投票时间：2025年8月25日，其中：①通过深圳证券交易所系统进行网络投 票的具体时间：2025年8月25日9:15-9:25，9:30-11:30和13:00-15:00；②通过深圳证券 交易所互联网投票系统投票的具体时间：2025年8月25日9:15-15:00期间的任意时间。 2、现场会议召开地点：浙江省安吉经济开发区健康产业园（阳光大道398号） 3、召开方式：本次股东大会采用现场投票与网络投票表决相结合的方式召开 4、会议召集人：浙江天振科技股份有限公司董事会 5、主持人：董事长方庆华先生 6、本次会议的召集、召开程序符合《中华人民共和国公司法》《上市公司股东 会规则》 ...

Summary of Conference Call Records Industry Overview - The focus is on the furniture industry, particularly in the context of U.S. import tariffs and the impact of Federal Reserve interest rate expectations on market dynamics [1][4][5]. Key Points and Arguments 1. **Interest Rate Expectations**: - Market expectations for a Federal Reserve rate cut have significantly increased, with a 94% probability for a September cut and an expectation of 2.2 cuts within the year [1][2]. - By the end of 2026, the anticipated number of cuts has risen to 5.3 [2]. 2. **Impact of Tariff Investigations**: - The Trump administration announced a tariff investigation on imported furniture to boost domestic manufacturing, which initially caused stock price declines for U.S. furniture companies reliant on imports [4]. - Despite this, the expectation of interest rate cuts has mitigated some negative impacts, with some companies' stock prices recovering above pre-announcement levels [4]. 3. **Chinese Manufacturers' Competitive Edge**: - U.S. dependence on furniture imports remains high, particularly in labor-intensive segments, allowing Chinese manufacturers to maintain a competitive advantage due to cost-effectiveness [5]. - A potential surge in exports is expected in the next 50 days as companies rush to ship products before potential tariffs take effect [5]. 4. **Investment Opportunities**: - Companies with domestic production capabilities, such as Mengbaihe and Aili Home, are expected to benefit from potential tariff advantages [1][6]. - Firms with strong alpha characteristics and low valuations, like Jiangxin Home, are also recommended for investment [1][6]. 5. **Export Chain Recovery Logic**: - The recovery logic for the export chain includes product differentiation, valuation recovery due to reduced tariff risks, and new business opportunities [3][8]. - Export leaders are projected to achieve a PEG valuation of 1 to 1.5 times, indicating a potential upside of over 30% for some companies [3][9]. 6. **High Growth Companies**: - Companies like Jieja Co. and Nobon Co. have shown significant growth despite industry pressures, indicating a potential turning point in performance [10]. - Future growth is anticipated for companies such as Zhejiang Nature and Jieya Co. due to optimistic growth forecasts [11]. 7. **New Drivers for Valuation Improvement**: - New factors such as the development of proprietary brands and merger/acquisition expectations are expected to enhance company valuations [12]. - Companies in stable sectors, like pet products, are highlighted for their growth potential post-tariff pressures [12]. 8. **Main Lines of Recent Recovery**: - The recent recovery in the export sector is driven by reasonable PEG valuations, high growth opportunities following performance turning points, and new drivers from brand development and acquisitions [13]. Other Important Insights - The furniture industry is facing a critical period with potential tariff impacts, but the long-term competitive landscape for Chinese manufacturers remains strong due to their cost advantages and product development capabilities [5][7]. - The overall sentiment suggests that while short-term challenges exist, the long-term outlook for companies with strong fundamentals and innovative capabilities remains positive [13].

Group 1 - The company Tianzhen Co., Ltd. announced on the evening of August 8 that its second supervisory board's 19th meeting approved multiple proposals, including the proposal for amending and handling business registration changes [2]

Group 1 - The company Tianzhen Co., Ltd. announced on the evening of August 8 that its second board of directors held the 21st meeting, where multiple proposals were approved, including the proposal to amend and handle business registration changes [2]

Group 1 - The company Tianzhen Co., Ltd. (301356) announced that it will hold its first extraordinary general meeting of shareholders for 2025 on August 25, 2025 [1] - The agenda for the meeting includes the proposal to amend the company's articles of association and to handle the registration of industrial and commercial changes [1]

Group 1 - The company held its 21st meeting of the second board on August 8, 2025, with all 7 directors present, complying with relevant laws and regulations [1] - The board approved the proposal to amend the company's articles of association, which aims to enhance corporate governance and comply with legal requirements [1][2] - The board also approved the proposal to revise and establish internal management systems to align with the latest laws and regulations, further improving governance [2][3] Group 2 - The company plans to hold its 2025 first extraordinary general meeting on August 25, 2025, to discuss the approved proposals [5][6]

Group 1 - The company held its 19th meeting of the second supervisory board on August 1, 2025, with all three supervisors present, complying with relevant laws and regulations [1] - The supervisory board approved the proposal to amend the company's articles of association, which is expected to enhance the company's governance structure and operational standards [1] - The proposal to amend the articles of association will be submitted to the company's first extraordinary general meeting of shareholders in 2025 for approval by at least two-thirds of the voting rights [2] Group 2 - The supervisory board also approved the proposal to abolish the "Rules of Procedure for Supervisory Meetings," aligning with the latest legal requirements and improving corporate governance [2] - This proposal will also be submitted to the company's first extraordinary general meeting of shareholders in 2025 for approval by at least two-thirds of the voting rights [2]

Group 1 - The company, Zhejiang Tianzhen Technology Co., Ltd., will hold its first extraordinary general meeting of shareholders in 2025 on August 25, 2025 [1][2] - The meeting will include both on-site and online voting options for shareholders [1][4] - Shareholders must register by August 19, 2025, to be eligible to attend the meeting and vote [2][3] Group 2 - The meeting will review 15 proposals, including amendments to the company's regulations and management systems [3][12] - Special resolutions require approval from more than two-thirds of the voting rights held by attending shareholders [3][12] - The company will separately count and disclose the voting results of minority investors [3][12] Group 3 - Shareholders can participate in online voting through the Shenzhen Stock Exchange's trading system and internet voting system [4][6] - The voting time for the online system is set for August 25, 2025, from 9:15 AM to 3:00 PM [6][7] - Detailed procedures for registration and voting are provided in the attachments [6][8]

General Provisions - The purpose of the management system for the resignation of directors and senior management personnel is to standardize the resignation process and ensure the stability of corporate governance and the legal rights of shareholders [1] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors and senior management personnel's terms are executed according to the company's articles of association, and their positions automatically terminate upon the expiration of their terms unless re-elected [2] - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2] - If an independent director resigns, it must be disclosed whether it significantly impacts corporate governance and independence [2] Transfer Procedures and Unresolved Matters - Upon resignation, directors and senior management must hand over their work to successors to ensure business continuity, including all relevant documents and pending matters [3] - If the resignation involves significant investments or financial decisions, an audit may be initiated [3] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management remain obligated to fulfill any public commitments made during their tenure [5] - They must cooperate with the company in follow-up investigations regarding significant matters during their service [6] Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management cannot transfer their shares within six months of leaving the company [6] - They must adhere to specific limits on share reductions during their tenure and for six months post-resignation [6] Accountability Mechanism - The company will hold resigning directors and senior management accountable for any breaches of commitments or duties that result in losses to the company [7] - They have the right to appeal any accountability decisions to the audit committee within fifteen days [7] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [8] - The board of directors is responsible for interpreting this system, which takes effect upon approval [8]