Core Viewpoint - The acquisition of Lingwei Junrong by Zhangpeng Technology at a 3.5 times premium has led to significant challenges, with the first year post-acquisition resulting in unmet performance commitments and substantial goodwill impairment [1][2][3] Group 1: Acquisition Performance - Zhangpeng Technology completed the acquisition of Lingwei Junrong in August 2024, with performance commitments set for net profits from 2024 to 2027 totaling 41 million, 70 million, 83 million, and 93 million yuan respectively [1] - In 2024, Lingwei Junrong achieved a net profit of 24.27 million yuan, resulting in a performance completion rate of only 59.2% [2] - The company recorded a goodwill impairment of 5.19 million yuan against the 271.27 million yuan goodwill generated from the acquisition [2] Group 2: Financial Performance - Zhangpeng Technology's revenue grew from less than 300 million yuan at its IPO in 2017 to 503 million yuan in 2023, but net profits have remained below 100 million yuan in most years, with a significant drop of 87.8% in 2024 to less than 10 million yuan [3][4] - The company reported a total revenue of 46.91 million yuan in 2024, with the fourth quarter contributing 49.54% of the annual revenue, primarily driven by military simulation business [4][5] Group 3: Shareholder Concerns - A 16.95 million yuan equity compensation plan has raised concerns among minority shareholders, as it appears to exchange control for risk [1][7] - The acquisition process faced scrutiny regarding the valuation methods used, with a significant discrepancy between asset-based and income-based valuations leading to questions about the fairness of the transaction [7][8] - The company plans to seek compensation from Lingwei Junrong's management in the form of equity, which may increase control but also exposes the company to future performance risks [9][10]

Transaction Overview - The company has agreed to a share acquisition contract where its subsidiary, Suzhou Xinda Elevator Components Co., Ltd., will transfer its entire stake in Guangdong Kangli Elevator Co., Ltd. to Zhongshan Xiwang Construction Investment Co., Ltd. [1] - Following the completion of this transaction, Suzhou Xinda will no longer hold shares in Guangdong Kangli, and Guangdong Kangli will be excluded from the company's consolidated financial statements [1] Transaction Progress - Suzhou Xinda received a notice from Zhongshan Xiwang indicating that it could not obtain all necessary approvals within the stipulated timeframe [2] - A supplementary agreement was signed on June 25, 2025, to adjust payment terms and extend the approval period, requiring the first payment to be made by August 31, 2025 [2] Impact on the Company - The signing of the supplementary agreement will not result in any breach of contract or harm to the company's or minority shareholders' interests, and it will not significantly adversely affect the company's financial condition [3] - The management will continue to communicate with the transaction counterpart to monitor the approval process and fulfill disclosure obligations [3]

Group 1 - The company holds a 30% stake in Hitachi Elevator (China) Co., Ltd. and has received a cash dividend of RMB 611 million [1] - The dividend received will not impact the company's profit for the 2025 financial statements or the consolidated financial statements for 2025 [1]

Core Viewpoint - Hainan Province is actively promoting the upgrade of old residential elevator equipment, with a total of 1,708 elevator updates planned for this year, supported by 256 million yuan in special long-term bonds [1] Group 1 - The Hainan Provincial Department of Housing and Urban-Rural Development has announced the initiative to update old elevators in urban residential communities [1] - The funding of 256 million yuan for the elevator updates has been approved and allocated [1] - The goal is to initiate all upgrade work within this year [1]

Meeting Overview - The fourth supervisory board meeting of Zhejiang Meilun Elevator Co., Ltd. was held on June 23, 2025, in compliance with relevant regulations [1] - The meeting was attended by all three supervisors, chaired by Ms. Zhu Hong, with some directors and senior management present [1] Issuance of A Shares - The company plans to issue A shares to specific targets through a simplified procedure, following the authorization from the 2023 and 2024 annual general meetings [1] - A subscription agreement with the identified subscribers has been signed, subject to conditions, and approved by the 17th meeting of the fourth board of directors [1] Adjustments to Issuance Plan - The issuance price and quantity have been adjusted based on the 2024 annual equity distribution and a supplementary agreement has been signed with the identified subscribers [2] - The voting results for the adjustments showed unanimous support, with 7 votes in favor and no opposition [2] Feasibility and Analysis Reports - The feasibility analysis report for the use of funds raised from the stock issuance was approved with unanimous support [3] - An analysis report justifying the stock issuance plan was also approved, again with unanimous support [3] Risk and Return Measures - The company has prepared a report on the risks of immediate return dilution and measures to mitigate these risks, which was approved unanimously [4]

证券代码：603321 证券简称：梅轮电梯 公告编号：2025-025 浙江梅轮电梯股份有限公司 关于 2024 年度以简易程序向特定对象发行股票预案 修订说明的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 浙江梅轮电梯股份有限公司（以下简称"公司"）于 2025 年 6 月 23 日召开 了第四届董事会第二十一次会议、第四届监事会第十五次会议，审议通过了《关 于更新公司 2024 年度以简易程序向特定对象发行股票预案的议案》等相关议案。 根据公司 2023 年年度股东大会和 2024 年年度股东大会的授权，本次修订预 案无需另行提交公司股东大会审议。预案主要修订情况如下： 预案章节 涉及内容 修订情况 重大事项提示 - 和发行数量及相关表述； 展。 四、本次发行方案概要 和发行数量及相关表述； 第一节 本次以简易程序向 2、更新本次发行的决议有效 特定对象发行股票方案概要 期； 情况以及尚需呈报批准 的程序 尚需取得的审批程序。 | 第二节 附生效条件的股份 | 附生效条件的股份认购 更新附条件生效的股份认购协 | ...

Core Viewpoint - Meilun Elevator has received approval from the Shanghai Stock Exchange for its application to issue shares to specific targets using a simplified procedure for the year 2024, with plans to raise a total of 238 million yuan for its Nanning Intelligent Manufacturing Base project [1][2]. Group 1: Issuance Details - The total amount to be raised through this issuance is 238 million yuan, not exceeding 300 million yuan and not exceeding 20% of the company's net assets as of the end of the previous year [1][2]. - The issuance will involve 40,614,334 shares at a price of 5.86 yuan per share, which will increase the total share capital to 347,614,334 shares [4]. - The issuance will be completed within ten working days after receiving approval from the China Securities Regulatory Commission [2][3]. Group 2: Investors and Relationships - The issuance targets up to 35 specific investors, including various fund management companies and private investment funds, all subscribing in cash [3]. - There are no related party transactions involved in this issuance, as all investors do not have any prior relationships with the company [3]. Group 3: Control and Ownership - The controlling shareholders of the company are Qian Xuelin and Qian Xuegen, who together hold 62.19% of the shares, ensuring that the control of the company will not change post-issuance [4]. - After the issuance, the combined shareholding of Qian Xuelin and Qian Xuegen will be 54.92%, maintaining their status as actual controllers of the company [4].

Group 1 - The company plans to sign a cooperation agreement with Shenzhen Investment Holdings Donghai Investment Co., Ltd. to jointly establish an investment and merger fund [1] - The total amount planned for the fund is not to exceed RMB 500 million, with the company committing to contribute up to RMB 245 million, representing a stake of no more than 49% [1] - The intention agreement is preliminary, and there is uncertainty regarding the signing of formal cooperation and partnership agreements, as well as the finalization of the transaction [1]

浙江天册律师事务所 关于 浙江梅轮电梯股份有限公司 差异化分红事项之 专项法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 http://www.tclawfirm.com 编号：TCFGZY2025H0017 号 致：浙江梅轮电梯股份有限公司 浙江天册律师事务所（以下简称"本所"）接受浙江梅轮电梯股份有限公司（以 下简称"梅轮电梯"或"公司"）的委托，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 市公司股份回购规则》、《上海证券交易所股票上市规则》及《上海证券交易所上市 公司自律监管指引第7号—回购股份》（以下简称"《监管指引》"）等法律、法规 及规范性文件的相关规定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神， 就公司本次2024年度利润分配所涉及的差异化分红（以下简称"本次差异化分红"） 相关事项出具本法律意见书。 第一部分 声明事项 本所及经办律师依据《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 ...

Group 1 - The company held its 13th meeting of the 6th Supervisory Board on June 13, 2025, with all three supervisors present, complying with relevant laws and regulations [1] - The Supervisory Board reviewed a proposal to amend the company's articles of association and change the registered capital, which will be submitted to the shareholders' meeting for approval [1] - The company announced the resignation of supervisor Zhu Linghua and the nomination of Chen Jianchun as a candidate for the non-employee representative supervisor, pending approval at the shareholders' meeting [2] Group 2 - Chen Jianchun, born in 1981, has been with the company since 2003 and currently serves as the head of internal audit and general manager of the audit and supervision department [3] - Chen Jianchun does not directly hold shares in the company but has indirect holdings through the employee stock ownership plan, and he has no conflicts of interest with major shareholders or other executives [3] - Chen Jianchun meets all qualifications required by laws and regulations for the supervisory position [3]