北京市中伦律师事务所 关于东风汽车集团（武汉）投资有限公司 免于以要约方式收购 东风汽车股份有限公司股份 的法律意见书 二〇二五年八月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty | 释 义 | | 4 | | --- | --- | --- | | 正 | 文 | 5 | | 一、 收购人的基本情况 | | 5 | | 二、 收购人免于以要约方式收购的法律依据 | | 6 | | 三、 本次收购的程序 | | 6 | | 四、 本次收购是否存在法律障碍 | | 8 | | 五、 本次收购的信息披 ...

东风汽车股份有限公司2025 年半年度报告全文 公司代码：600006 公司简称：东风股份 东风汽车股份有限公司 2025 年半年度报告 1 / 143 东风汽车股份有限公司2025 年半年度报告全文 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人张小帆、主管会计工作负责人郑直及会计机构负责人（会计主管人员）郭苏声明： 保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 六、 前瞻性陈述的风险声明 √适用 □不适用 本报告内容所涉及的未来计划、发展战略等前瞻性描述，不构成公司对投资者的实质承诺，敬 请投资者注意投资风险。 七、 是否存在被控股股东及其他关联方非经营性占用资金情况 否 八、 是否存在违反规定决策程序对外提供担保的情况 否 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实性、准确性和完整性 否 十、 重大风险提示 公 ...

被问及岚图汽车IPO一事，卢放表示，一切以集团的公告为准。从个人感受来说，这能够体现出东风公 司对岚图发展的支持，也能体现出东风公司向新能源转型的坚定决心。从另一个角度也能看出市场对岚 图的信心，市场是看好岚图过去在高质量发展方面取得的成果的。 他表示，岚图非常努力地在用心做产品、用心做服务，努力和用户建立联系、做好沟通，也赢得了20多 万用户的信赖，也希望未来能赢取更多用户的信赖。从现在来看，大家确实是看好我们的发展，但即便 如此，我们也不能沾沾自喜，我们还远远没有那个资本，也没有那个资格，还是要稳扎稳打，继续努 力，把工作做好、做到位。 责任编辑：何俊熹 新浪科技讯 8月28日晚间消息，在今日的全新岚图知音上市发布会上，岚图汽车科技有限公司CEO卢 放，岚图汽车科技有限公司CBO、岚图汽车销售服务有限公司总经理邵明峰，岚图汽车销售服务有限 公司副总经理李博晓与媒体对话。 ...

Market Overview - The commercial vehicle sector increased by 0.84% on August 28, with Shuguang Co. leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Individual Stock Performance - Shuguang Co. (600303) closed at 3.84, up 3.23% with a trading volume of 633,800 shares and a turnover of 240 million yuan [1] - Jianghuai Automobile (600418) closed at 51.19, up 2.34% with a trading volume of 733,100 shares and a turnover of 3.714 billion yuan [1] - Zhongshun Vehicles (301039) closed at 9.03, up 1.12% with a trading volume of 217,300 shares and a turnover of 19.4 million yuan [1] - Foton Motor (600166) closed at 2.74, up 0.37% with a trading volume of 1,409,800 shares and a turnover of 384 million yuan [1] - Yutong Bus (600066) closed at 27.35, up 0.22% with a trading volume of 118,100 shares and a turnover of 322 million yuan [1] - Other notable performances include FAW Jiefang (000800) at 7.14, up 0.14%, and Ankai Bus (000868) at 5.84, unchanged [1] Fund Flow Analysis - The commercial vehicle sector experienced a net outflow of 270 million yuan from institutional investors, while retail investors saw a net inflow of 247 million yuan [2] - The overall fund flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Detailed Fund Flow by Stock - Jianghuai Automobile saw a net inflow of 29.0692 million yuan from institutional investors, but a net outflow of 47.1443 million yuan from speculative funds [3] - Shuguang Co. experienced a net outflow of 7.9935 million yuan from institutional investors, while speculative funds contributed a net inflow of 17.2662 million yuan [3] - China National Heavy Duty Truck (000951) had a significant net outflow of 36.9903 million yuan from institutional investors, but a net inflow of 38.2937 million yuan from speculative funds [3]

Investment Rating - The industry investment rating is "Overweight," indicating an expected outperformance of the industry index relative to the benchmark by more than 5% in the next six months [68]. Core Viewpoints - July sales data shows that production, wholesale, and retail volumes met expectations, while exports exceeded expectations [5][7]. - The market structure indicates a recovery in domestic sales shares for Dongfeng and Foton, while Weichai's market share has declined [6][8]. - The overall industry performance in July was strong, with significant year-on-year growth in production and sales figures [7][20]. Summary by Sections Sales Tracking - In July, wholesale sales of heavy trucks reached 85,000 units, with year-on-year growth of 45.6% and a month-on-month decline of 13.3%, aligning with expectations [4]. - Terminal sales for July were 64,000 units, showing a year-on-year increase of 38.3% and a month-on-month decrease of 7.2%, also meeting expectations [4]. - Export sales for July were 27,000 units, with a year-on-year increase of 25.4% and a month-on-month decline of 7.5%, surpassing expectations [4][20]. - The current total industry inventory stands at 133,000 units, with a decrease of 1,040 units in July, indicating a reasonable inventory level [21]. Market Structure Tracking - The market share for terminal sales in July was as follows: Jiefang 21.3%, Dongfeng 21.8%, Heavy Truck 15.9%, Shaanxi Heavy Truck 10.3%, and Foton 13.8% [6][41]. - In terms of export market share, Heavy Truck led with 46.9%, followed by Jiefang 15.9% and Dongfeng 9.9% [43]. - The penetration rate for new energy heavy trucks was 25.8%, while the penetration rate for natural gas heavy trucks was 21.8%, both showing variations compared to previous periods [7][29]. Investment Recommendations - The report recommends stocks such as China National Heavy Duty Truck and Weichai Power, highlighting the performance improvement potential of Jiefang and Foton [8][63].

Market Overview - The commercial vehicle sector experienced a decline of 3.75% on August 27, with Jianghuai Automobile 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] Individual Stock Performance - Jianghuai Automobile (600418) closed at 50.02, down 6.29% with a trading volume of 1.0853 million shares and a transaction value of 561.3 million yuan [1] - Other notable declines included: - Shuguang Co. (600303) down 4.12% to 3.72 with a transaction value of 222 million yuan [1] - Dongfeng Motor (600006) down 3.67% to 7.62 with a transaction value of 827 million yuan [1] - Ankai Bus (000868) down 3.15% to 5.84 with a transaction value of 143 million yuan [1] Capital Flow Analysis - The commercial vehicle sector saw a net outflow of 1.197 billion yuan from institutional investors, while retail investors contributed a net inflow of 788 million yuan [1] - Specific stock capital flows included: - Yutong Bus (600066) with a net inflow of 37.46 million yuan from institutional investors [2] - JMC (000550) with a net outflow of 4.28 million yuan from institutional investors [2] - Ankai Bus (000868) had a significant retail net inflow of 18.78 million yuan despite a net outflow from institutional investors [2]

Core Viewpoint - Dongfeng Motor Corporation is undergoing a significant restructuring through the absorption merger of its direct controlling shareholder, Dongfeng Motor Group Co., Ltd., by its wholly-owned subsidiary, Dongfeng Motor Group (Wuhan) Investment Co., Ltd. This change will not affect the actual control of the company, which remains under the State-owned Assets Supervision and Administration Commission of the State Council [1][4]. Group 1 - The merger agreement was signed on August 22, 2025, between Dongfeng Investment and Dongfeng Group [1]. - Before the merger, Dongfeng Group held 55% of the company's shares, while Dongfeng Investment held none [4]. - Post-merger, Dongfeng Investment will directly hold 55% of the company, and Dongfeng Group will no longer hold any shares [4]. Group 2 - The merger will result in Dongfeng Investment inheriting all assets, liabilities, rights, and obligations of Dongfeng Group [4]. - The actual controller of the company remains unchanged, with both the indirect controlling shareholder and the actual controller being Dongfeng Company [4]. - The company asserts that the merger will not impact its financial status or operations significantly, nor will it harm the interests of minority investors [4].

Group 1 - Dongfeng Motor Corporation's stock price as of August 26 is 7.91 yuan, down 0.37 yuan from the previous trading day, with a trading volume of 9.88 billion yuan [1] - The stock price fluctuated between 7.90 and 8.30 yuan during the day, with a turnover rate of 6.16% [1] - Dongfeng's main business includes the research, production, and sales of commercial vehicles, passenger vehicles, and automotive parts, with products such as light commercial vehicles, SUVs, MPVs, and pickups [1] Group 2 - On August 25, the company announced that Dongfeng Motor Group (Wuhan) Investment Co., Ltd. acquired 55% of Dongfeng's shares through a merger, changing the controlling shareholder to Dongfeng Investment, while the actual controller remains unchanged [1] - The company revealed during the earnings briefing that its collaboration with Huawei may extend from the passenger vehicle sector to the commercial vehicle segment [1] Group 3 - On August 26, there was a net outflow of 2.53 billion yuan in main funds, with a cumulative net outflow of 2.06 billion yuan over the past five trading days [1]

Group 1 - The completion of the integrated die-casting industrial project in Wuhan marks the countdown to the production of the world's largest tonnage integrated die-casting factory, enhancing China's high-end manufacturing in the new energy vehicle sector [1][3] - Integrated die-casting technology is viewed as a revolutionary breakthrough in the design and manufacturing processes of new energy vehicles, allowing for the consolidation of hundreds of individual parts into a single component, significantly improving vehicle lightweighting, body stiffness, and strength [3][4] - The newly completed joint factory covers an area of 47,000 square meters and serves as the core production facility for the project, which was completed 25 days ahead of schedule through the use of BIM technology [3][4] Group 2 - The project will feature dual production lines with capacities of 16,000 tons and 10,000 tons, expected to produce 200,000 lightweight components annually, marking a new technological phase for China's high-end intelligent manufacturing in the new energy vehicle sector [4] - The project is anticipated to stimulate over 50 upstream and downstream enterprises in the Wuhan Economic Development Zone, creating thousands of high-tech jobs and potentially increasing the regional GDP by several hundred million yuan within three years [4]

Core Viewpoint - The article emphasizes the ongoing efforts of market regulatory authorities in China to combat trademark infringement and counterfeiting, highlighting the importance of protecting intellectual property rights and creating a favorable environment for brand value preservation [1]. Group 1: Case Summaries - Case 1: Li and others were found to have sold counterfeit "Nanfu" batteries, with a total purchase value of over 2.48 million yuan and sales amounting to 1.39 million yuan from 2017 to 2024 [2][3][4]. - Case 2: A wedding car rental company was penalized for using counterfeit "Rolls-Royce" cars, resulting in fines totaling over 710,000 yuan for 15 companies involved [5][6][7]. - Case 3: A joint operation in Guangdong led to the dismantling of 27 counterfeit shoe production sites, seizing 21,000 pairs of counterfeit products with a total value of 216 million yuan [8][9][10]. - Case 4: A significant case involving the sale of counterfeit "Arc'teryx" jackets across nine provinces, with a total value exceeding 300 million yuan, resulted in the arrest of 42 individuals [11][12][13]. - Case 5: A business in Jilin was fined for using a similar name to "City Hero" while infringing on the trademark, leading to a fine of 49,000 yuan [14][15][17]. - Case 6: A company in Gansu was penalized for selling automotive products falsely labeled as "China First Automobile Group" products, resulting in a fine of 50,000 yuan [18][19][20]. - Case 7: A karaoke hall in Guizhou was reported for unauthorized use of the "Hilton" trademark, generating revenue of 11.14 million yuan [21][22][23]. - Case 8: A tourism company in Yunnan was fined 75,000 yuan for using a similar peacock logo without authorization [24][26]. - Case 9: A food counterfeiting operation in Sichuan was dismantled, with a total value of over 20.1 million yuan in counterfeit products seized [27][28][29]. - Case 10: A tea shop in Hainan was fined 76,000 yuan for continuing to use the "Yihe Tang" trademark despite a prior court ruling against them [30][31][32]. - Case 11: A packaging materials store in Ningxia was penalized for printing unauthorized packaging for "Ningxia Goji Berries," resulting in fines totaling 4,770 yuan [33][34]. - Case 12: A tea shop in Guangxi was found selling counterfeit "Sanhe" tea, leading to criminal charges [35][36]. - Case 13: A case involving counterfeit "Shede" liquor resulted in the seizure of 3,026 bottles and over 2.57 million yuan in value [38][39][40]. - Case 14: A company in Xinjiang was found producing counterfeit liquor, with a total value of 61,500 yuan [41][42]. - Case 15: A brewery in Henan was penalized for producing beer with a label similar to "Wusu Beer," resulting in a fine of 470,000 yuan [43][44]. - Case 16: A brewery in Hebei was found to have used a similar trademark to "Budweiser," leading to fines of over 250,000 yuan [46][47][49]. - Case 17: A brewery in Heilongjiang was penalized for using a similar trademark, resulting in a fine of 26,000 yuan [50][51]. - Case 18: A case involving counterfeit alcoholic beverages with a total value exceeding 20 million yuan was reported, highlighting the challenges of tracking down unlicensed vendors [52][53].