| 上海市锦天城律师事务所 | | | 法律意见书 | | --- | --- | --- | --- | | 上海市锦天城律师事务所 | | | | | 关于麒盛科技股份有限公司 | | | | | 差异化分红事项的 | | | | | 法律意见书 | | | | | 地址：上海市浦东新区银城中路 501 | | 号上海中心大厦 | 9/11/12 层 | | 电话：021-20511000 传真：021-20511999 | | | | | 邮编：200120 | | | | | 上海市锦天城律师事务所 | | | 法律意见书 | | 释 义 | | | | | 在法律意见书内，除非文义另有所指，下列词语具有下述涵义： | | | | | 本所 上海市锦天城律师事务所 | 指 | | | | 公司、麒盛科技 指 | | 麒盛科技股份有限公司 | | | 麒盛科技2024年度利润分配所涉及的差异化分红 | | | | | 本次差异化分红 指 | | | | | 事项 | | | | | 上海市锦天城律师事务所出具的《上海市锦天城 | | | | | 法律意见书 指 | | 律师事务所关于麒盛科技股份有限公司 ...

Core Points - The company announced a cash dividend of 0.30 yuan per share (including tax) for its A shares [1] - The total cash dividend distribution amounts to 99,363,951.00 yuan (including tax) based on a total share capital of 331,213,170 shares [2][3] Dividend Distribution Details - The record date for shareholders is May 29, 2025, with the last trading day on May 30, 2025, and the ex-dividend date also on May 30, 2025 [2][3] - The distribution will be managed by China Securities Depository and Clearing Corporation Limited Shanghai Branch, with cash dividends available for shareholders who have completed designated transactions [3] - The company will not issue bonus shares or increase capital through this profit distribution [3] Taxation Information - Individual shareholders holding shares for over one year will be exempt from personal income tax on dividends, while those holding for one month or less will be taxed at 20% [5][6] - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, resulting in a net dividend of 0.27 yuan per share [6] - Other institutional investors and corporate shareholders are responsible for their own tax payments, receiving a net dividend of 0.30 yuan per share [7]

Group 1 - The core point of the article is the issuance of convertible bonds by GoldenHome Living Co., Ltd., with a total amount of RMB 770 million, approved by the China Securities Regulatory Commission [1][11] - The bonds are convertible into A-shares and will be listed on the Shanghai Stock Exchange, with a maturity period of six years from April 17, 2023, to April 16, 2029 [1][3] - The initial conversion price is set at RMB 39.57 per share, with provisions for adjustments based on corporate actions such as stock dividends and capital increases [3][4] Group 2 - The bond has a tiered interest rate structure, starting at 0.30% in the first year and increasing to 2.00% in the sixth year, with annual interest payments [1][3] - The total amount raised from the bond issuance, after deducting issuance costs of RMB 10.23 million, is RMB 759.77 million, which will be used for the Golden West IoT Manufacturing Base Project [12][13] - The company has reported a decline in net profit attributable to shareholders by 31.76% year-on-year, with total revenue decreasing by 4.68% [13][12] Group 3 - The company has established a special account for the management of raised funds, ensuring compliance with regulatory requirements and proper usage of the funds [13][12] - The bondholders have specific rights, including the ability to convert bonds into shares, exercise redemption rights, and participate in bondholder meetings [10][11] - The company has implemented measures to ensure timely payment of interest and principal, including the establishment of a bondholder meeting rule and the role of a bond trustee [14][11]

Group 1 - The core viewpoint of the article emphasizes that the era of globalization based on rules and free trade has ended, leading to a new phase characterized by protectionism and safety concerns in global supply chains [5][4] - The recent announcement indicates that the U.S. will reduce tariffs on China to 10% within 90 days, and China will reciprocate, resulting in a 91% reduction in tariffs between the two countries [2][3] - The concept of "going global" for companies is evolving into "global localization," where businesses must adapt to local markets while maintaining their roots [7][6] Group 2 - The article discusses the "Wenzhou economy," which illustrates how local businesses can thrive globally while remaining connected to their home base [21][25] - It highlights the three stages of Wenzhou's economic development: pure trade, real estate speculation, and the current phase where Wenzhou people establish roots globally [14][16][18] - The article notes that there are over 245,000 Wenzhou people worldwide, with significant entrepreneurial activities contributing to both local and global economies [22][23]

Core Viewpoint - *ST Yazhen (603389.SH) is experiencing a significant stock price surge despite facing a delisting risk due to continuous losses exceeding 400 million yuan over four years, with a recent increase of over 60% since May 6, 2023 [2][3] Group 1: Stock Performance - The stock has achieved 10 consecutive daily price limits since May 6, resulting in a cumulative increase of over 60% [2][3] - As of May 21, the stock price rose by 2.68%, closing at 10.34 yuan per share [2] - The stock's price increased from 5.02 yuan to 6.94 yuan between April 8 and April 17, prior to the announcement of favorable news [8] Group 2: Financial Performance - The company reported a total revenue of 202 million yuan and a net loss of 117 million yuan for 2024, with a cumulative loss exceeding 400 million yuan from 2021 to 2024 [3] - The net profits for the years 2021 to 2024 were losses of 66.83 million yuan, 89.29 million yuan, 129.1 million yuan, and 117 million yuan respectively [3] Group 3: Shareholder Changes and Market Activity - The controlling shareholder is in the process of transferring 29.99996% of shares to Wu Tao and his associates, which may lead to a change in control of the company [3][4] - Wu Tao, an experienced player in the capital market, is expected to provide support in liquidity, management, and asset structure [4] - The stock has attracted significant interest from retail investors and institutions, with multiple brokerage firms actively participating in trading [5][7] Group 4: Insider Trading Allegations - There are suspicions of insider trading due to the stock's price increase prior to the announcement of the share transfer [8] - The company has denied these allegations, stating that the stock's ownership is concentrated, with Shanghai Yazhen Investment Co., Ltd. holding approximately 55.12% of shares [8]

Group 1 - The acquisition involves Yingfeng Group Ltd. acquiring shares in Gujia Home Furnishing Co., Ltd. through a specific stock issuance, which will increase Yingfeng's stake to over 30% of the total shares post-issuance [2][20] - Yingfeng Group has committed to not transferring the newly acquired shares for 36 months following the issuance, pending approval from the shareholders' meeting [2][20] - The acquisition aims to enhance Gujia's core competitiveness by funding projects related to smart home product production, digital transformation, and brand enhancement [10][12] Group 2 - Yingfeng Group's financial data shows total assets of approximately 86.43 billion RMB and total liabilities of about 57.23 billion RMB as of 2025, indicating a debt ratio of 66.21% [9] - The company reported a total revenue of approximately 3.33 billion RMB and a net profit of about 185.59 million RMB for the year 2023 [9] - Yingfeng Group's actual controller, He Jianfeng, holds 88.09% of the shares in Yingfeng Group, ensuring control over the acquisition process [5][13] Group 3 - The acquisition process requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][12] - The stock issuance is structured to allow Yingfeng Group to acquire up to 104.28 million shares, representing 11.26% of the total shares post-issuance [13] - The acquisition will not change the control of Gujia Home Furnishing, as Yingfeng Group and its affiliates will remain the controlling shareholders [13][20]

Group 1 - The financial advisor report from GF Securities confirms the acquisition of Kuka Home by Yingfeng Group, ensuring compliance with relevant laws and regulations [1][2][8] - The acquisition aims to enhance Kuka Home's core competitiveness through funding for various projects, including smart home product development and digital transformation [8][9] - Yingfeng Group's financial health is affirmed, with total assets of approximately RMB 8.64 billion and a net profit of RMB 185.59 million for 2023 [12][23] Group 2 - The acquisition will increase the actual controller He Jianfeng's shareholding, stabilizing control over Kuka Home and signaling confidence in the company's future [9][26] - Yingfeng Group's cash subscription for the shares is set at RMB 19.15 per share, with a maximum subscription amount of RMB 1.997 billion [12][26] - The report indicates that Yingfeng Group has no legal issues or disputes regarding the source of funds for the acquisition [12][24] Group 3 - The financial advisor has conducted thorough due diligence, confirming that the acquisition does not violate any laws or regulations [2][15] - Yingfeng Group's management is experienced in operating listed companies, ensuring compliance with market regulations [14][15] - The acquisition will not change the control structure of Kuka Home, as Yingfeng Group and its affiliates will maintain a significant shareholding post-acquisition [26]

Group 1 - The home and decoration materials industry is experiencing a shift away from its deep reliance on the real estate market, with increasing consumer demand driven by policy incentives and a focus on upgrading existing products [1][2] - The furniture manufacturing sector reported a revenue of 677.15 billion yuan in 2024, a year-on-year increase of 0.4%, while total profits decreased by 0.1% to 37.24 billion yuan [2] - The home improvement market is expected to see significant growth in the renovation of existing homes, with projections indicating that by 2027, renovations of existing homes will account for 57% of the market [3] Group 2 - The younger generation, particularly those under 35, is becoming the main consumer group in the home furnishings market, with 95% of consumers using both online and offline channels to gather product information [5][6] - There is a growing emphasis on the practicality, environmental health, and technological features of home products, with consumers increasingly concerned about indoor air quality and formaldehyde levels [6] - The home furnishings market is projected to reach a scale of 4.8 trillion yuan by 2025, with furniture accounting for 1.82 trillion yuan, and smart home device retail sales expected to exceed 1.2 trillion yuan, growing by 28% [7] Group 3 - Rabbit Baby, a leading company in the panel industry, is celebrating its 20th anniversary and reported nearly 10 billion yuan in revenue for 2024, with over 6,000 specialized stores nationwide [8] - The company is expanding its sales channels from traditional retail to a more diversified approach, collaborating with over 20,000 custom furniture enterprises [8] - The home furnishings sector is anticipated to recover from previous low valuations, with expectations of continued growth in retail scale, potentially reaching 4.89 trillion yuan by 2026 [8]

证券代码：300729 证券简称：乐歌股份 公告编号：2025-036 部进行了公示。在公示期内，公司监事会未收到任何员工对本次拟激励对象提出的异议。 激励对象名单的核查意见及公示情况说明》，同日，公司披露了《关于 2023 年限制性 股票激励计划内幕信息知情人及激励对象买卖公司股票情况的自查报告》。 公司<2023 年限制性股票激励计划（草案）>及其摘要的议案》、《关于公司<2023 年限 制性股票激励计划实施考核管理办法>的议案》、《关于提请公司股东大会授权董事会 办理 2023 年限制性股票激励计划相关事宜的议案》。 议审议通过了《关于向 2023 年限制性股票激励计划激励对象首次授予限制性股票的议 案》。确定 2023 年 7 月 14 日为首次授予日，向符合条件的 210 名激励对象授予 244.3 万股第二类限制性股票。监事会对授予激励对象名单进行了核实并发表了同意的意见， 公司独立董事对上述事项发表了独立意见，认为激励对象主体资格合法、有效，确定的 授予日符合相关规定。 十四次会议，审议通过了《关于调整 2023 年限制性股票激励计划授予价格的议案》， 鉴于公司实施 2023 年年度权益分派方案 ...

Group 1 - The legal opinion letter is issued by Grandall Law Firm (Shanghai) regarding the adjustment of the grant price for the 2021 restricted stock incentive plan of Lekai Ergonomics Technology Co., Ltd. [1][2] - The adjustment of the grant price is based on the company's compliance with relevant laws, regulations, and its own articles of association [2][11] - The company has obtained necessary approvals from the board of directors, supervisory board, and shareholders' meeting for the incentive plan [6][9] Group 2 - The grant price for the restricted stock has been adjusted from 11.06 yuan per share to 8.24 yuan per share due to the implementation of the 2022 annual equity distribution plan [7][9] - The adjustment method for the grant price follows the provisions of the incentive plan, which includes considerations for cash dividends and other corporate actions [10][11] - The company is required to fulfill its information disclosure obligations as per relevant laws and regulations following the adjustment [12]