北京市君泽君（深圳）律师事务所 关于深圳市建艺装饰集团股份有限公司 法律意见书 北京市君泽君（深圳）律师事务所 广东省深圳市福田区金田路 4028 号荣超经贸中心 28 层、29 层 邮编：518035 电话：0755-33988188 传真：0755-33988199 北京市君泽君（深圳）律师事务所 关于深圳市建艺装饰集团股份有限公司 法律意见书 （2025）君深意字第 179 号 致：深圳市建艺装饰集团股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）以及中国证券监 督管理委员会（以下简称"中国证监会"）发布的《上市公司股东大会规则》（以 下简称"《股东大会规则》"）的有关规定，北京市君泽君（深圳）律师事务所（以 下简称"本所"）受深圳市建艺装饰集团股份有限公司（以下简称"公司"）委托， 指派律师出席公司 2025 年第四次临时股东大会（以下简称"本次股东大会"）， 并就本次股东大会的召集和召开程序、召集人资格、出席和列席会议人员资格、表 决程序及表决结果等事宜发表如下法律意见： 一、本次股东大会的召集、召开程序 为召开本次股东大会，公司董事会于 2025 年 5 月 27 日在中国证监 ...

Group 1: Macro Insights - The manufacturing PMI in May showed a seasonal rebound but remains in the contraction zone, while the non-manufacturing PMI slightly decreased [4] - Key signals include a rebound in supply and demand, an increase in import and export orders, and a slight decline in price indices, indicating ongoing pressure on prices [4] - The overall economic outlook suggests that internal demand issues remain prominent, with a need for policy intervention to support growth [4] Group 2: Market Analysis - The market is currently experiencing limited downside potential, with the probability of returning to previous lows being negligible [5] - A mid-term bullish trend is confirmed across multiple indices, indicating the beginning of a new bull market phase [6] - Investors are encouraged to position themselves strategically during this market adjustment phase, as opportunities are expected to arise [6] Group 3: Fixed Income Insights - In the first quarter of 2025, Jiangsu showed strong economic growth with a focus on debt reduction, while Guangdong faced economic adjustments due to global trade uncertainties [9][10] - The overall market environment is expected to improve post mid-June, with potential for interest rates to decline further, creating more opportunities in the bond market [11] - The central bank's actions are aimed at maintaining liquidity, with a stable performance in certificates of deposit [12] Group 4: Industry-Specific Developments - The automotive sector is witnessing significant advancements, with the launch of the Huawei and JAC Motors' ZunJie S800, which has already seen strong pre-orders [19][20] - The smart driving industry is expected to enter a golden growth period, with increasing penetration of advanced driver-assistance systems (ADAS) in new vehicles [21] - The stablecoin regulatory framework in Hong Kong marks a significant step in financial innovation, benefiting various segments of the digital asset ecosystem [24] Group 5: Company Performance - Ideal Auto's Q1 2025 gross margin exceeded expectations, with projected sales and revenue growth for the next three years [31] - Xiaomi Group is expected to maintain strong revenue growth driven by core technology advancements, with significant contributions from its automotive segment [32] - Honglu Steel Structure is positioned for recovery with a notable increase in orders and production, benefiting from demand restoration and operational efficiencies [34]

Core Viewpoint - The report outlines the issuance of convertible bonds by Shenzhen Zhongzhuang Construction Group Co., Ltd., detailing the bond's approval, terms, and the impact of recent changes in the shareholding structure of the company [3][16][20]. Summary by Sections Convertible Bond Approval and Details - The issuance of the convertible bonds has been approved by the company's board and shareholders, with a total face value of RMB 1.16 billion [3][4]. - The bonds are convertible into A-shares of the company and will be listed on the Shenzhen Stock Exchange [4][5]. - The bonds have a maturity period of six years, from April 16, 2021, to April 15, 2027, with an annual interest rate starting at 0.30% in the first year [4][5]. Shareholding Changes - The actual controller of the company, Ms. Zhuang Xiaohong, sold 38,130,390 shares through judicial auction, reducing her stake from 18.72% to 13.53% of the total share capital [16][19]. - Following the sale, Ms. Zhuang holds 153,972,668 shares, representing 20.96% of the total share capital, with a significant portion being subject to judicial freeze [19][20]. Impact on Company Governance - The reduction in shareholding does not change the control of the company, and it is not expected to have a significant impact on the company's governance structure or ongoing operations [19][20]. - The company will continue to monitor the situation closely to ensure the interests of bondholders are protected [20].

Group 1 - The company held its second employee representative meeting on May 29, 2025, in Qingdao, which was conducted in accordance with relevant laws and regulations [1] - The meeting approved the proposal for the 2025 Employee Stock Ownership Plan (ESOP) and its summary, which aims to enhance the sharing of interests between employees and shareholders, improve corporate governance, and boost employee motivation and creativity [2][3] - The proposal for the management measures of the 2025 Employee Stock Ownership Plan was also unanimously approved, ensuring the plan's smooth implementation and protecting the interests of all stakeholders [3] Group 2 - The employee stock ownership plan complies with the Company Law, Securities Law, and other relevant regulations, emphasizing voluntary participation and risk-bearing by employees [2] - The plan was developed after consulting employees and does not involve any forced participation or harm to the company's or shareholders' interests [2][3] - Both proposals will be submitted for further review at the shareholders' meeting [2][3]

Core Viewpoint - The company establishes a long-term mechanism to prevent major shareholders and related parties from occupying company funds, ensuring the protection of the company's financial resources and the interests of other shareholders [1][2]. Group 1: Definition and Scope of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions in production and non-operational occupation involving payments for wages, benefits, and other expenses without genuine transactions [2]. - The company prohibits major shareholders and related parties from using various methods to directly or indirectly occupy company funds and assets, ensuring the protection of the company's and other shareholders' interests [2][3]. Group 2: Preventive Measures - The company must prevent major shareholders and related parties from occupying funds through prepayments or other means, and must not provide funds or resources to them [3]. - The company will implement strict checks on non-operational fund occupation and establish a long-term mechanism to prevent such occurrences, with regular audits by the finance and audit departments [3][4]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management are required to diligently fulfill their responsibilities to safeguard the company's funds and assets [4]. - The board must take effective measures to stop any asset occupation by major shareholders and report to regulatory authorities if necessary [4][5]. Group 4: Accountability and Penalties - Major shareholders and related parties who violate the regulations and cause losses to the company will be held liable for compensation, and responsible individuals may face disciplinary actions [5]. - The board of directors must carefully manage external guarantees to mitigate debt risks and may face joint liability for any losses incurred from improper guarantees [5].

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the rights of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner, either concentrating votes on a single candidate or distributing them among multiple candidates [2][3] - The rules stipulate that cumulative voting must be implemented when a single shareholder or their concerted parties hold 30% or more of the shares, or when electing more than two independent directors [2][3] Section Summaries General Provisions - The cumulative voting system is defined as allowing shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [2] - The rules are established in accordance with the relevant regulations from the China Securities Regulatory Commission and the company's articles of association [1][2] Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of the company's shares have the right to nominate director candidates [3] - Nominated individuals must provide detailed personal information and consent to the nomination [3][4] Voting and Election of Directors - The election process involves calculating cumulative votes and ensuring that independent and non-independent directors are elected separately to maintain the required ratio [4][5] - A candidate must receive more than half of the valid voting rights present at the meeting to be elected [5][6] - If the number of elected directors is less than required, a second round of voting will be held, and if necessary, a new shareholders' meeting will be convened within two months to fill the vacancies [5][6] Additional Provisions - The rules will be implemented after being approved by the shareholders' meeting, and the board of directors is responsible for interpretation and amendments [6]

Group 1 - The company held its fifth board meeting on May 30, 2025, with all nine directors present, and the meeting complied with relevant laws and regulations [1][2] - The board approved the draft of the 2025 Employee Stock Ownership Plan (ESOP) to enhance the sharing mechanism between employees and shareholders, improve corporate governance, and boost employee motivation [1][2] - The board also approved the management measures for the 2025 ESOP to ensure effective implementation [2][3] Group 2 - The board proposed to authorize the board to handle matters related to the 2025 ESOP, including qualification cancellation, changes in holders, and adjustments due to policy changes [4][5] - The board unanimously approved revisions to company management systems to enhance governance and compliance with updated regulations [5][6] - The board resolved to convene the first extraordinary shareholders' meeting of 2025 to discuss the approved proposals [5][6]

Core Viewpoint - The first employee stock ownership plan of Suzhou Keli Da Decoration Co., Ltd. is set to expire on December 5, 2025, and the company is required to announce the number of shares held and their proportion of the total share capital six months prior to expiration [1][6]. Summary by Sections Employee Stock Ownership Plan Overview - The first employee stock ownership plan was approved on December 21, 2016, with a duration of 24 months starting from December 6, 2016 [1][4]. - The plan involved a trust that was modified during its course, and the company has made several amendments to extend the plan's duration [2][5]. Stock Acquisition Details - The company has purchased a total of 5,169,543 shares at an average price of approximately RMB 24.50 per share, completing the stock acquisition for the employee stock ownership plan [2]. - The plan has undergone multiple extensions, with the latest extension approved to last until December 5, 2025 [3][5]. Management and Trading Restrictions - The management committee of the employee stock ownership plan will decide on the sale of shares based on market conditions before the expiration of the plan [3]. - The plan adheres to strict trading rules and will not engage in stock trading during sensitive periods as defined by regulatory authorities [4][6]. Compliance and Disclosure - The company commits to following market trading rules and will continuously monitor the implementation of the employee stock ownership plan, fulfilling disclosure obligations as required by law [6].

登录新浪财经APP 搜索【信披】查看更多考评等级 2024年度公司的权益分派方案为：以公司现有总股本2,655,323,689股为基数，向全体股东按每10股派现 金红利人民币1元（含税），共计派发现金红利265,532,368.90元，不送红股，不以公积金转增股本。 2、自本次利润分配方案披露至实施期间，公司股本总额未发生变化。按照分配总额固定的原则，实际 现金分红总额为265,532,368.90元。 3、本次实施的分配方案与股东大会审议通过的分配方案一致。 4、本次实施权益分派距离股东大会通过方案时间未超过两个月。 二、权益分派方案 证券代码：002081 证券简称：金螳螂 公告编号：2025-028 苏州金螳螂建筑装饰股份有限公司2024年度权益分派实施公告 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、股东大会审议通过权益分派方案情况 1、苏州金螳螂建筑装饰股份有限公司（以下简称"公司"）2024年度权益分派方案已获2025年5月21日召 开的2024年度股东大会审议通过，股东大会决议公告于2025年5月22日刊登在巨潮资讯网供投资者查 询。 在 ...

现场会议召开时间为：2025 年 6 月 11 日（星期三）15:00 网络投票时间为： 通过深圳证券交易所交易系统投票的具体时间为：2025 年 6 月 11 日 9:15- 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 6 月 11 日 证券代码：002789 证券简称：*ST 建艺 公告编号：2025-085 深圳市建艺装饰集团股份有限公司 关于召开 2025 年第四次临时股东大会的通知 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏。 一、召开会议的基本情况 议案，本次股东大会会议的召开符合有关法律、行政法规、部门规章、规范性文 件和《公司章程》等的规定。 备注 （2）公司董事、监事、高级管理人员； 本次股东大会采取现场表决与网络投票相结合的方式召开。公司将通过深圳 证券交易所交易系统和互联网投票系统（http://wltp.cninfo.com.cn）向公司全体股 东提供网络形式的投票平台，股东可以在网络投票时间内通过上述系统行使表决 权。 公司股东应选择现场投票、网络投票中的一种方式，如果同一表决权出现重 复投票表决的，以第一次投票表决结 ...