上海市锦天城律师事务所 关于安正时尚集团股份有限公司 调整行权价格及注销部分期权相关事项的 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 上海市锦天城律师事务所 关于安正时尚集团股份有限公司 调整行权价格及注销部分期权相关事项的 法律意见书 致：安正时尚集团股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受安正时尚集团股份有限 公司（以下简称"安正时尚"或"公司"）的委托，作为安正时尚 2024 年第二期 股票期权激励计划（以下简称"本次激励计划"）相关事项的特聘法律顾问。 本所律师依据《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》"）、《上市公司股权激励管理办法》（以 下简称"《管理办法》"）及《安正时尚集团股份有限公司章程》（以下简称"《公 司章程》"）、《安正时尚集团股份有限公司 2024 年第二期股票期权激励计划（草 案）》（以下简称"《激励计划》"）的规定，就本次激励计划调整 ...

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Anzheng Fashion Group Co., Ltd. has obtained the necessary approvals and authorizations for the adjustment of the exercise price and the cancellation of certain stock options under its 2024 first phase stock option incentive plan [1][8]. Summary by Sections Approval and Authorization of the Incentive Plan - The company has received necessary approvals for the adjustment of the exercise price and the cancellation of stock options as per the relevant laws and regulations, including the Company Law, Securities Law, and the Management Measures for Equity Incentives of Listed Companies [2][4][8]. Adjustment of the Incentive Plan - The exercise price of the stock options has been adjusted from 5.68 yuan to 5.465 yuan per share, accounting for cash dividends distributed to shareholders [5][6]. Cancellation of Stock Options - A total of 3.755 million stock options will be canceled due to the failure to meet performance conditions and the departure of certain employees. This includes 1.51 million options from employees who left the company and 2.245 million options related to performance targets not being met [6][8]. Conclusion - The adjustments and cancellations are in compliance with the relevant legal frameworks and require further disclosure and procedural steps as per the Management Measures and regulations of the Shanghai Stock Exchange [8].

上海市锦天城律师事务所 关于安正时尚集团股份有限公司 调整行权价格及注销部分期权相关事项的 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 上海市锦天城律师事务所 关于安正时尚集团股份有限公司 调整行权价格及注销部分期权相关事项的 法律意见书 致：安正时尚集团股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受安正时尚集团股份有限 公司（以下简称"安正时尚"或"公司"）的委托，作为安正时尚 2024 年第三期 股票期权激励计划（以下简称"本次激励计划"）相关事项的特聘法律顾问。 是以该等事件所发生时应当适用的法律、法规、规章及规范性文件为依据； 虚假和重大遗漏之处，文件材料为副本或复印件的，其与原件一致和相符，且该 等文件资料的签字与印章均为真实； 所依据有关政府部门或其他有关单位或本次激励计划相关方出具的证明文件出 具核查意见； 经本所书面同意，不得用作其他任何目的。 本所律师依据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中华人 ...

（二）公司于 2024 年 7 月 5 日至 2024 年 7 月 15 日期间将本次激励计划激 励对象名单在公司内部予以公示。在公示期限内，公司员工可向公司监事会提出 意见。截至公示期满，公司监事会未收到任何对本次激励计划授予激励对象提出 的异议。监事会对本次激励计划授予激励对象名单出具了核查意见。具体内容详 见 2024 年 7 月 17 日公司在上海证券交易所网站（www.sse.com.cn）及公司选定 信披媒体刊登的《安正时尚集团股份有限公司监事会关于 2024 年第三期股票期 权激励计划激励对象人员名单的审核意见及公示情况说明》。 （三）2024 年 7 月 22 日，公司召开了 2024 年第三次临时股东大会,会议审 议通过了《关于 <安正时尚集团股份有限公司 ensp="ensp" 年第三期股票期权激励计划="年第三期股票 期权激励计划"> 证券代码：603839 证券简称：安正时尚 公告编号：2025-044 安正时尚集团股份有限公司 关于 2024 年第三期股票期权激励计划第一个行权期行权条 件未成就及注销部分期权的公告 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 ...

Investment Rating - The investment rating for the company is "Buy" [5] Core Insights - The company reported a revenue of 2.1 billion yuan in H1 2025, representing a year-on-year increase of 8.6%, while the net profit attributable to shareholders was 410 million yuan, down 13.6% year-on-year. In Q2 2025, revenue reached 820 million yuan, up 22.3% year-on-year, with a net profit of 82.8 million yuan, down 29.3% year-on-year. The growth in revenue is attributed to rapid growth in online and direct sales channels, while the profit decline is linked to channel expansion and investment in the KC brand [1][2][3] Revenue and Profit Analysis - In H1 2025, direct sales revenue increased by 10.6% to 1.41 billion yuan, while franchise revenue decreased by 10.3% to 460 million yuan. Online revenue surged by 71.9% to 210 million yuan, with a gross margin of 77.9% [2] - The gross margin for Q2 2025 was 76.7%, down 4.6 percentage points year-on-year, primarily due to the brand's strategy to broaden its price range. The net profit margin for Q2 2025 was 10.1%, down 7.4 percentage points year-on-year [3] Future Growth Projections - The company is expected to achieve revenues of 4.42 billion yuan, 4.85 billion yuan, and 5.28 billion yuan in 2025, 2026, and 2027, respectively, with year-on-year growth rates of 10.3%, 9.9%, and 8.7%. The net profit attributable to shareholders is projected to be 700 million yuan, 790 million yuan, and 880 million yuan for the same years, with corresponding year-on-year changes of -9.9%, +12.1%, and +11.9% [4]

Summary of Key Points Core Viewpoint The report outlines the fundraising and usage status of Aimer Group for the first half of 2025, detailing the total amount raised, its allocation to projects, and the management of these funds. Group 1: Fundraising Overview - The total net amount raised from the initial public offering (IPO) was RMB 761.25 million after deducting issuance costs of RMB 78.56 million, with all funds received by May 20, 2021 [1][2]. - As of December 31, 2024, a total of RMB 619.01 million had been directly invested in fundraising projects, with a remaining balance of RMB 43.75 million in the fundraising account [2][4]. Group 2: Fund Usage and Management - By June 30, 2025, the cumulative investment in fundraising projects reached RMB 640.34 million, with RMB 128.73 million from completed projects permanently supplementing working capital [2][5]. - The company has established a management system for fundraising, including a three-party supervision agreement with banks and sponsors to ensure the safety of fund usage [3][4]. Group 3: Project Adjustments and Financial Management - The company has adjusted the use of previously allocated funds, redirecting RMB 162.51 million from the "Vietnam Production Base" project to the "Brand Promotion" project due to changes in market conditions [7][12]. - The "Brand Promotion" project has incurred expenditures of RMB 146.44 million as of June 30, 2025, with the completion date extended to December 2025 [8][10]. Group 4: Compliance and Reporting - The company confirms that all disclosures regarding the use of fundraising comply with relevant laws and regulations, with no significant violations reported [6][9].

Market Overview - The apparel and home textile sector experienced a decline of 2.99% on August 27, with Zhenai Meijia leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Stock Performance - Notable gainers included: - Biyin Lefen (002832) with a closing price of 16.92, up 1.93% and a trading volume of 348,700 shares, totaling 595 million yuan [1] - Henghui Anfang (300952) closed at 29.82, up 0.13% with a trading volume of 98,800 shares, totaling 301 million yuan [1] - Significant decliners included: - Zhiyaomeijia (003041) down 10.00% to 27.09 with a trading volume of 110,500 shares, totaling 311 million yuan [2] - Zhongju Fashion (300901) down 6.11% to 17.06 with a trading volume of 69,900 shares, totaling 123 million yuan [2] Capital Flow - The apparel and home textile sector saw a net outflow of 676 million yuan from institutional investors, while retail investors contributed a net inflow of 485 million yuan [2] - The sector's capital flow indicates a mixed sentiment, with institutional investors withdrawing while retail investors are buying [2][3] Individual Stock Capital Flow - Key stocks with significant capital flow include: - Henghui Anfang (300952) with a net inflow of 12.17 million yuan from institutional investors, but a net outflow of 17.23 million yuan from retail investors [3] - Luolai Life (002293) saw a net inflow of 10.99 million yuan from institutional investors, but a net outflow of 9.31 million yuan from retail investors [3]

Group 1 - The apparel and home textile sector continues to decline, with companies like Xinhua Jin and Zhenai Meijia hitting the daily limit down [1] - Other companies such as Zhongwang Fabric, Aokang International, Wanlima, Shengtai Group, and Chaohongji are also experiencing declines [1]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][36][41] Core Views - The company achieved a revenue growth of 3.3% year-on-year in the first half of 2025, with total revenue reaching 6.149 billion yuan. However, net profit decreased by 41.2% to 325 million yuan, primarily due to increased expense ratios [1][4] - The second quarter saw a revenue increase of 9.0% year-on-year, with total revenue of 3.070 billion yuan, marking a positive turnaround from the first quarter [2] - The children's clothing segment continues to grow, with revenue of 4.313 billion yuan in the first half of 2025, up 6.0% year-on-year, accounting for 70.1% of total revenue [3][36] Summary by Sections Financial Performance - In the first half of 2025, the company reported a revenue of 6.149 billion yuan, a 3.3% increase year-on-year, while net profit fell to 325 million yuan, a decrease of 41.2% [1] - The gross profit margin improved by 0.6 percentage points to 46.7%, but the net profit margin decreased by 4.1 percentage points to 5.2% due to rising expense ratios [1][4] - The second quarter revenue was 3.070 billion yuan, reflecting a 9.0% year-on-year increase, although net profit dropped by 46.3% [2] Business Segments - The children's clothing segment generated 4.313 billion yuan in revenue, up 6.0% year-on-year, while the leisure clothing segment saw a decline of 5.0% to 1.723 billion yuan [3] - Direct sales channels performed well, with a revenue increase of 34.8% to 948 million yuan, while franchise channels experienced a decline of 2.8% [3] Future Outlook - The company is expected to focus on cost control in the second half of 2025, which may help narrow the decline in net profit. The long-term outlook remains positive, particularly for children's clothing and direct sales channels [4][36] - The profit forecast for 2025-2027 has been adjusted to 890 million yuan, 1.15 billion yuan, and 1.32 billion yuan respectively, reflecting a downward revision due to increased expense ratios [4][36]

Investment Rating - The report maintains a "Buy" rating for the company, with a target price based on a projected PE of 13 times for 2025 [7]. Core Views - The company demonstrated resilience in brand development, with a revenue increase of 9% year-on-year in H1 2025, despite a 14% decline in net profit [1]. - E-commerce performance is leading the industry, with a significant revenue growth of 72% in H1 2025, contributing to a high gross margin of 78% [3]. - The company is actively expanding its offline store presence, with a net addition of over 30 stores in H1 2025, indicating a robust growth strategy [3]. Financial Performance - In H1 2025, the company's revenue reached 2.1 billion yuan, while net profit was 410 million yuan, reflecting a decline in profitability due to increased costs [1]. - For Q2 2025, revenue was 820 million yuan, up 22% year-on-year, but net profit fell by 29% to 80 million yuan, indicating pressure on margins [2]. - The gross margin for Q2 2025 decreased by 4.6 percentage points to 76.7%, with net margin dropping by 7.4 percentage points to 10.1% [2]. Business Segments - E-commerce sales in H1 2025 were 2.14 billion yuan, with a year-on-year growth of 72%, while offline direct sales grew by 11% [3]. - The company is enhancing its brand appeal through collaborations with high-profile IPs and expanding its product range to meet diverse consumer needs [4]. Cash Flow and Inventory - As of H1 2025, the company had a strong cash position with 2.47 billion yuan in cash and financial assets, supporting its business expansion [5]. - The company is actively managing inventory levels, with a year-on-year increase in stock to support its growth strategy [5]. Future Outlook - The company expects continued revenue growth of over 10% for the full year 2025, driven by its main brand and ongoing expansion efforts [5]. - Projected net profits for 2025 to 2027 are estimated at 707 million, 797 million, and 890 million yuan, respectively, indicating a recovery in profitability [6].