国浩律师（苏州）事务所 关 于 苏州西典新能源电气股份有限公司 第二期员工持股计划 法律意见书 苏州工业园区旺墩路 269 号圆融星座商务广场 1 幢 28 楼 邮编：215028 电话/Tel:（86-512）62720177 传真/Fax:（86-512）62720199 网址/Website: http://www.grandall.com.cn 国浩律师（苏州）事务 所 之 法律意见书 致：苏州西典新能源电气股份有限公司 国浩律师（苏州）事务所接受苏州西典新能源电气股份有限公司（以下简 称"西典新能"、"公司"）的委托，担任其实施第二期员工持股计划（以下简称"员 工持股计划"）相关事宜的特聘专项法律顾问。 法律意见书 国浩律师（苏州）事务所 法律意见书 目 录 国浩律师（苏州）事务所 关于苏州西典新能源电气股份有限公司 第二期员工持股计划 本所律师根据《中华人民共和国公司法》《中华人民共和国证券法》《关于 上市公司实施员工持股计划试点的指导意见》《上海证券交易所上市公司自律 监管指引第 1 号——规范运作》等相关法律、法规及规范性文件的规定，按照 律师行业公认的业务标准、道德规范和勤勉尽责精神，以事实 ...

Core Viewpoint - The legal opinion letter from Grandall Law Firm confirms that Zhejiang Jiemai Electronic Technology Co., Ltd. is qualified to implement its 2025 employee stock ownership plan, adhering to relevant laws and regulations [1][4][18] Group 1: Company Overview - Zhejiang Jiemai Electronic Technology Co., Ltd. was established on April 9, 2001, and is a publicly listed company on the Shenzhen Stock Exchange since April 7, 2017, with a total of 25.57 million shares issued [4][5] - The company has a registered capital of 4.3088376 billion yuan and operates in various sectors including electronic materials, plastic products, and machinery [5] Group 2: Employee Stock Ownership Plan (ESOP) Compliance - The ESOP is designed to be voluntary, with employees participating at their discretion, ensuring no forced participation [6][8] - The plan allows for a maximum of 81 participants, including directors and senior management, ensuring compliance with regulatory guidelines [8][10] - The funding for the ESOP will come from employees' legal salaries and self-raised funds, with no financial assistance provided by the company [10][12] Group 3: Legal Procedures and Governance - The company has followed necessary legal procedures, including obtaining employee feedback and ensuring that the decision-making process does not harm the interests of the company or shareholders [12][14] - The ESOP's management structure includes a management committee elected by the holders' meeting, ensuring independent operation and oversight [17] Group 4: Information Disclosure - The company has fulfilled its initial information disclosure obligations by announcing the board resolution and related documents on the designated disclosure website [17][18] - Ongoing compliance with information disclosure requirements will continue as the ESOP progresses [18]

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Shanghai Zhichun Clean System Technology Co., Ltd. has properly adjusted the share transfer price for its first employee stock ownership plan, complying with relevant laws and regulations [1][3][6]. Group 1: Approval and Authorization of Adjustment - On October 29, 2024, the company held a staff representative meeting to solicit opinions regarding the first employee stock ownership plan [3]. - The fifth board of directors and the eighth supervisory board meeting on the same day approved the relevant proposals related to the employee stock ownership plan [3]. - The third extraordinary general meeting of shareholders on December 23, 2024, also approved the proposals related to the employee stock ownership plan [4]. - On August 28, 2025, the board of directors and supervisory board approved the adjustment of the share transfer price from 11.83 yuan/share to 11.78 yuan/share due to the company's profit distribution for 2024 [4]. Group 2: Details of Price Adjustment - The company plans to distribute a cash dividend of 0.05 yuan per share (tax included) to all shareholders as part of its 2024 annual profit distribution plan [4]. - The adjustment of the share transfer price is based on the company's stock dividend distribution and follows the stipulations of the employee stock ownership plan [5]. - The adjusted transfer price calculation is as follows: adjusted transfer price = (11.83 - 0.0496) / (1 + 0) = 11.78 yuan/share [5]. Group 3: Conclusion - The legal opinion concludes that the adjustment has received the necessary approvals and complies with relevant regulations, and the company must continue to fulfill its information disclosure obligations [6].

Investment Rating - The report maintains a "Buy" investment rating for the company [1][9] Core Views - The company demonstrates strong resilience in performance with steady growth in its main business [1][4] - The report highlights a favorable trend in gross margin due to declining raw material prices, with a projected annual gross margin optimization [5] - The company is actively optimizing its channel strategies and enhancing resource allocation, leading to stable revenue growth despite high baselines [9] Financial Performance - For H1 2025, total revenue reached 15.23 billion yuan, representing an 8% year-on-year increase, while net profit attributable to shareholders was 3.91 billion yuan, up 13% [4] - In Q2 2025, total revenue was 6.92 billion yuan, with a 7% year-on-year increase, and net profit of 1.71 billion yuan, reflecting a 12% increase [4] - The gross margin in Q2 2025 increased by 4 percentage points to 40.21%, driven by lower raw material costs [5] Product and Channel Development - The company reported a 10% increase in soy sauce revenue, reaching 3.51 billion yuan in Q2 2025, supported by customized business expansion and new product penetration [6] - The offline channel revenue for Q2 2025 was 6.16 billion yuan, up 9%, while online channel revenue surged by 35% to 425 million yuan [6] Employee Incentives - The company has introduced an employee stock ownership plan aimed at core management and key employees, with a performance target of at least 10.8% growth in net profit for 2025 [7] Earnings Forecast - The report adjusts the earnings per share (EPS) forecasts for 2025-2027 to 1.22, 1.34, and 1.45 yuan respectively, with corresponding price-to-earnings (PE) ratios of 34, 31, and 29 times [9][11]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expectation that the stock will outperform the market index by more than 15% in the next six months [1][8]. Core Insights - The company reported a steady performance in Q2 2025, with total revenue of 15.23 billion yuan, a year-on-year increase of 7.59%, and a net profit attributable to shareholders of 3.91 billion yuan, up 13.35% year-on-year [5]. - The company continues to optimize its product and channel structure, leading to stable growth in Q2 2025, with revenue of 6.92 billion yuan, a 7.00% increase year-on-year, and a net profit of 1.71 billion yuan, up 11.57% year-on-year [5]. - The core product categories, including soy sauce, seasoning sauce, and oyster sauce, all showed revenue growth, with the fastest growth in other categories. The company achieved revenue of 7.93 billion yuan from soy sauce, 1.63 billion yuan from seasoning sauce, 2.50 billion yuan from oyster sauce, and 2.51 billion yuan from other businesses in H1 2025, with respective year-on-year growth rates of 9.14%, 12.01%, 7.74%, and 16.73% [5]. - The online sales channel maintained rapid growth, with H1 2025 revenue from offline and online channels reaching 13.72 billion yuan and 842 million yuan, respectively, reflecting year-on-year growth of 9.07% and 38.97% [5]. - The company's gross margin improved by 3.88 percentage points to 40.21% in Q2 2025, benefiting from lower raw material prices and product structure optimization. The net profit margin also increased by 1.01 percentage points to 24.80% [5]. - An employee stock ownership plan was announced, aimed at core management and key employees, which is expected to enhance employee motivation and market confidence in the company's long-term development [5]. - The company forecasts earnings per share of 1.21 yuan and 1.32 yuan for 2025 and 2026, respectively, with corresponding PE ratios of 34 times and 31 times [5][6]. Summary by Sections Financial Performance - In H1 2025, the company achieved total revenue of 15.23 billion yuan, a 7.59% increase year-on-year, and a net profit of 3.91 billion yuan, up 13.35% year-on-year [5]. - Q2 2025 revenue was 6.92 billion yuan, with a net profit of 1.71 billion yuan, reflecting year-on-year growth of 7.00% and 11.57%, respectively [5]. Product and Channel Performance - Revenue from core product categories showed positive growth, with soy sauce revenue at 7.93 billion yuan, seasoning sauce at 1.63 billion yuan, oyster sauce at 2.50 billion yuan, and other businesses at 2.51 billion yuan in H1 2025 [5]. - Online sales channels experienced significant growth, with H1 2025 online revenue reaching 842 million yuan, a 38.97% increase year-on-year [5]. Profitability and Future Outlook - The gross margin improved to 40.21% in Q2 2025, and the net profit margin increased to 24.80% [5]. - The company projects earnings per share of 1.21 yuan and 1.32 yuan for 2025 and 2026, with PE ratios of 34 and 31 times, respectively [5][6].

Investment Rating - The report maintains a "Buy" rating for the company [7][9]. Core Views - The company reported Q2 2025 revenue of 2.969 billion RMB, with year-on-year and quarter-on-quarter growth of 3.7% and 15.7% respectively. The net profit attributable to shareholders was 817 million RMB, reflecting a year-on-year increase of 1.7% and a quarter-on-quarter increase of 15.7%. The adjusted net profit was 849 million RMB, with a year-on-year increase of 15.1% and a quarter-on-quarter increase of 38.6%. The lower net profit compared to previous expectations was attributed to the active removal of old inventory in Europe, which slowed down shipments in the European household storage market. The report expresses optimism about the company's forward-looking layout in emerging markets and the contribution of industrial and commercial storage to performance growth [3][4][5]. Financial Performance - In H1 2025, the company's inverter revenue reached 2.64 billion RMB, representing a year-on-year increase of 13.9%. The gross margin was 47.83%, an increase of 0.82 percentage points compared to the same period last year. The sales of energy storage inverters accounted for a higher proportion, with estimated gross margins of approximately 51% for energy storage inverters, 31% for string inverters, and 30% for micro-inverters. The total inverter shipments in H1 2025 were 763,800 units, with energy storage inverters accounting for 315,600 units, including 272,700 units for household storage and 42,900 units for industrial and commercial storage, which saw a year-on-year growth rate of 213% [4][5]. Market Outlook - The report highlights a recovery in the European market and growth in markets such as Indonesia and Australia, with the company's products demonstrating strong competitiveness. The completion of inventory reduction in European household storage and the increase in industrial and commercial storage demand are noted. The company has launched solutions tailored for the Indonesian market, which is characterized by complex installation environments, and has seen rapid growth in shipments following subsidy implementation in Australia. The company introduced a commercial energy storage system solution with a modular design that reduces costs by 30%, enhancing product competitiveness [5][6]. Employee Incentives - The company announced an employee stock ownership plan draft in August, allowing up to 800 employees to subscribe to 0.21% of the share capital at a price of 30.19 RMB per share. The assessment target for 2025 is a net profit of 3.1 billion RMB, which is considered achievable, and the equity incentive is expected to motivate core employees and enhance team cohesion [6][7]. Valuation - The report revises the company's net profit forecasts for 2025-2027 to 3.573 billion RMB, 4.436 billion RMB, and 5.287 billion RMB respectively, down by 10%, 12%, and 12% from previous estimates. The target price is set at 82.95 RMB, based on a price-to-earnings ratio of 21 times for 2025, maintaining the previous valuation [7][9].

Core Viewpoint - SF Holding (002352)(06936) announced a proposal for an employee stock ownership plan (ESOP) for 2025, which requires approval at the first extraordinary general meeting of shareholders in 2025 [1] Group 1: Employee Stock Ownership Plan - The 2025 ESOP is proposed by the company's chairman, Wang Wei, who commits to donating part of the A-shares held by the controlling shareholder, Mingde Holdings, as the source of shares for the plan [1] - The purpose of the 2025 ESOP is to establish a long-term incentive mechanism for the core team, effectively motivating key talents and aligning their interests with the company's long-term development and governance [1] - The company believes that the ESOP will promote a partnership mechanism of "shared benefits and shared risks," facilitating the transformation of managers into partners and fostering a group of core talents with shared values [1]

Core Viewpoint - SF Holding (顺丰控股) announced a proposal for an employee stock ownership plan (ESOP) for 2025, which requires approval at the first extraordinary general meeting of shareholders in 2025 [1] Group 1: Employee Stock Ownership Plan - The 2025 ESOP was proposed by the company's chairman, Wang Wei, who committed to donating part of the A-shares held by the controlling shareholder, Mingde Holdings, to the plan as a source of shares [1] - The purpose of the 2025 ESOP is to establish a long-term incentive mechanism for the core team, effectively motivating key talents and aligning their interests with the company's long-term development and governance [1] - The company believes that the ESOP will promote a partnership mechanism of "shared benefits and shared risks," facilitating the transformation of managers into partners and fostering a group of core talents with shared values [1]

Group 1 - The core point of the article is that Shandong Haike New Source Material Technology Co., Ltd. has received a loan commitment from Industrial and Commercial Bank of China (ICBC) to support its share repurchase plan [1][3]. - The company plans to use its own funds or the special loan funds for share repurchase, with a total repurchase amount not less than 11 million yuan (approximately 1.1 million) and not exceeding 22 million yuan (approximately 2.2 million), at a price not exceeding 30 yuan per share [2][4]. - The loan commitment from ICBC is capped at 19.8 million yuan (approximately 1.98 million) with a loan term of up to 3 years [3]. Group 2 - The receipt of the loan commitment provides strong financial support for the company's share repurchase, but it does not guarantee the actual amount of shares to be repurchased, which will depend on the implementation of the repurchase plan and market conditions [4].

Group 1 - The company plans to repurchase shares through centralized bidding, with a total fund amount not less than 300 million and not exceeding 500 million [1] - The repurchase price will not exceed 65 yuan per share, and the repurchase period will not exceed 12 months [1] - The company's controlling shareholders, actual controllers, and senior management have no plans to reduce their holdings in the next 3 to 6 months [1] Group 2 - The repurchased shares will be used for the employee stock ownership plan [1] - There may be risks associated with the implementation of the repurchase plan as planned [1]