JIN MAO P.R.C.LAWYERS 金 茂 律 师 事 务 所 40th Floor, Bund Center, 222 East Yan Road, Shanghai 200002, China 中国 上海 200002 延安东路222号 外滩中心 40楼 Tel/电话:(8621) 6249 6040 Fax/传真:(8621) 6249 5611 E-mail/电子信箱：info@jinmao.com.cn 上海市金茂律师事务所 关于东风电子科技股份有限公司 2024年年度股东会的法律意见书 致：东风电子科技股份有限公司 东风电子科技股份有限公司（以下简称"公司"）2024年年度股东会（以下 简称"本次股东会"）于2025年6月26日召开。上海市金茂律师事务所（以下简 称"本所"）经公司聘请，委派吴伯庆律师、杨红良律师（以下简称"本所律师"） 出席会议，并根据《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》"）、中国证券监督管理委员会 《上市公司股东会规则》（以下简称"《股东会规则》"）等相关法律、法规和 规范性文件及《公司章程》《公司股东会议 ...

Core Viewpoint - The article highlights the hidden truth within the automotive supply chain, where large parts manufacturers impose longer payment terms, creating significant pressure on small and medium-sized enterprises (SMEs) [4][7]. Group 1: Payment Terms and Their Impact - A recent lawsuit involving a mold company and a joint venture parts manufacturer illustrates the underlying issue of payment terms, where SMEs complete their work but face delayed payments from larger firms [2]. - The automotive industry has seen a positive response to commitments from automakers to a 60-day payment term, previously criticized for exploiting SMEs [3]. - However, large parts manufacturers, such as Huayu Automotive and Dongfeng Technology, have payment turnover days of 163 and 196 days respectively, indicating a trend of extended payment cycles that adversely affect SMEs [5][6]. Group 2: Industry Dynamics and Power Shifts - The payment turnover days are not equivalent to the contractual payment terms, as they reflect the actual payment cycles, which can serve as an indirect indicator of a company's payment practices and credit cycles [6]. - Some suppliers, while not directly affiliated with automakers, also exert pressure on SMEs, as seen with companies like CATL, which has a payment turnover day exceeding 258 days, indicating a trend of stringent payment practices [6]. - Large parts manufacturers leverage their negotiating power to impose even stricter payment terms on their suppliers, exacerbating the financial strain on SMEs [7]. Group 3: Need for Transparency and Fairness - To address the challenges posed by extended payment terms, there is a call for large enterprises to publicly disclose their payment policies, which is seen as a crucial first step towards restoring fairness in the industry [8]. - The article argues that while long payment terms may appear as a financial strategy, they should not undermine fair competition and the integrity of the industry credit ecosystem [9]. - The question is raised whether large parts manufacturers should also take a stance on the issue of extended payment terms, emphasizing the need for collective responsibility within the industry [10].

Core Viewpoint - The article discusses the ongoing issues in the automotive supply chain, particularly focusing on the extended payment terms imposed by large parts manufacturers on smaller suppliers, despite recent commitments from automakers to shorten their payment periods [3][4]. Group 1: Payment Terms and Industry Dynamics - A recent lawsuit highlights the contract disputes between a mold company and a joint venture parts manufacturer, revealing underlying issues related to payment terms and cash flow for small enterprises [3]. - Automakers have received praise for their commitment to a 60-day payment term, but the larger issue lies with major parts manufacturers who impose even longer payment terms on smaller suppliers [3][4]. - For instance, Huayu Automotive, a major parts supplier under SAIC, has an accounts payable turnover period of 163 days, while Dongfeng Technology has a turnover period exceeding 196 days [4]. Group 2: Impact on Smaller Suppliers - The accounts payable turnover days do not equate to the contractual payment terms, indicating that actual payment cycles can be significantly longer, affecting the cash flow of smaller suppliers [4]. - Larger parts manufacturers, such as CATL, have been able to maintain a favorable accounts receivable turnover period of around 60 days, while their own accounts payable turnover days exceed 258 days, further straining smaller suppliers [4][5]. - The article suggests that these large manufacturers are leveraging their negotiating power to impose harsher terms on smaller suppliers, exacerbating the financial strain within the supply chain [5]. Group 3: Call for Transparency and Fairness - The article advocates for greater transparency in payment policies from large manufacturers, similar to the commitments made by automakers, to foster a healthier competitive environment [5]. - It emphasizes that while extended payment terms may seem like a financial strategy, they should not undermine fair competition and the integrity of the supply chain [5]. - The article questions whether large parts manufacturers should also take responsibility and clarify their payment practices to ensure fairness across the industry [5].

东风电子科技股份有限公司 2024 年年度股东大会会议资料 2024 年 6 月 1 东风电子科技股份有限公司 2024 年年度股东大会会议议程 会议议程： 逐项审议以下议案： | 序号 | | | 议案名称 | | --- | --- | --- | --- | | 1 | 关于 | 2024 | 年年度报告及其摘要的议案 | | 2 | 关于 | 2024 | 年度董事会工作报告的议案 | | 3 | 关于 | 2024 | 年度监事会工作报告的议案 | | 4 | 关于 | 2024 | 年度财务决算报告及 2025 年度财务预算报告的议案 | | 5 | 关于 | 2024 | 年度利润分配预案的议案 | | 6 | 关于预计 | | 2025 年度日常关联交易的议案 | | 7 | | | 关于向东风汽车财务有限公司申请 2025 年度综合授信的议案 | | 8 | | | 关于使用自有资金进行现金管理的议案 | | 9 | | | 关于使用募集资金进行现金管理的议案 | | 10 | | | 关于公司固定资产处置的议案 | | 11 | | | 关于长期股权投资减值准备及应收账款坏账核销的议案 | ...

Core Viewpoint - The event showcased the revitalization of the Hongqi brand through a blend of technology and culture, targeting younger consumers with innovative products and marketing strategies [2][10][15] Group 1: Event Highlights - The event featured multiple interactive areas, a trunk market displaying unique cultural products, and technology exhibition booths showcasing Hongqi's youthful vehicle lineup, including the pure electric Tian Gong 05/06 and plug-in hybrid HS3 PHEV/H5 PHEV [1][2] - A spectacular drone light show with 1,500 drones illuminated the night sky, creating captivating visuals and promoting the brand's youthful image [7][10] - The event included performances from various student groups, contributing to a vibrant atmosphere that resonated with the theme of youth and potential [5][10] Group 2: Product and Marketing Strategy - Hongqi is focusing on a young consumer base by offering a diverse product matrix priced between 150,000 to 250,000 yuan, including models that cater to fuel, hybrid, and electric markets [10][11] - The brand emphasizes a combination of traditional design elements and modern aesthetics, as seen in the Tian Gong series, which features advanced technology such as the industry-first mass-produced inertial navigation three-eye vision system [10] - Marketing efforts include collaborations with young influencers, such as signing the 00s table tennis world champion Sun Yingsha as a spokesperson, and engaging in nationwide promotional activities that resonate with youth culture [13][15]

Group 1 - The Jilin University Automotive Engineering College is hosting its third grassland music festival themed "Youth, Great Potential" on June 10, featuring performances from various student groups [1] - Hongqi brand is participating in the event to promote its youth-oriented product lineup, including electric and hybrid models, and offering exclusive purchase discounts for students [4][6] - The festival will culminate in a drone show featuring 1,500 drones, showcasing elements like the portrait of Hongqi's first factory director and the Jilin University emblem, symbolizing the blend of technology and aesthetics [4][8] Group 2 - Hongqi's collaboration at the festival reflects its ongoing "brand youthfulness" strategy, targeting young consumers with products priced between 150,000 to 250,000 yuan [6] - The brand has engaged young ambassadors, such as world champion table tennis player Sun Yingsha, and initiated various promotional activities to integrate its brand philosophy into significant moments for young students [6] - Since the launch of its large drone exhibition in August 2024, Hongqi has showcased its ambitions as a representative of Chinese automotive brands across seven cities, aiming to nurture new talent in the automotive industry [8]

Investment Rating - The report does not explicitly state an investment rating for the industry, but it provides insights into the performance of various sectors within the equipment manufacturing industry, indicating a mixed outlook for different segments [1][7]. Core Insights - The domestic engineering machinery market is experiencing a short-term decline in activity, with May 2025 data showing a 3.86% year-on-year decrease in average working hours and a 5.01 percentage point drop in operating rates [2][10]. - The automotive sector shows resilience, with a 6% year-on-year increase in daily retail sales of passenger cars during the last week of May 2025, supported by promotional strategies from manufacturers [2][10]. - In the photovoltaic sector, prices for battery cells and modules have stabilized, but demand remains weak, particularly for photovoltaic glass, which is experiencing price declines due to reduced purchasing from downstream component manufacturers [2][10]. Summary by Sections Market Overview - From June 3 to June 6, 2025, the indices for machinery equipment, power equipment, and automotive sectors changed by 0.93%, 1.38%, and 0.17% respectively, ranking 19th, 14th, and 25th among 31 primary industries [7][10]. Industry News and Key Company Announcements - As of April 2025, China's renewable energy generation capacity reached 2.017 billion kilowatts, a 58% year-on-year increase, with wind, solar, and nuclear power surpassing thermal power capacity [2][18]. - A humanoid robot manufacturer has completed a Series A financing round exceeding 100 million RMB, indicating growing investment in robotics [2][18]. - China National Power Engineering Group signed a 1GW project order in Azerbaijan, highlighting international expansion in renewable energy projects [2][20].

Investment Rating - The report does not explicitly state an investment rating for the industry, but it provides insights into the performance of various sectors within the equipment manufacturing industry, indicating a mixed outlook for different segments [1][2]. Core Insights - The domestic engineering machinery market is experiencing a short-term decline in activity, with May 2025 data showing a 3.86% year-on-year decrease in average working hours and a 5.01 percentage point drop in operating rates [2]. - The automotive sector shows resilience, with a 6% year-on-year increase in daily retail sales of passenger vehicles in late May 2025, supported by promotional strategies from manufacturers [2]. - The photovoltaic sector is facing challenges, with a slowdown in demand for solar glass and a general decline in prices for various products, indicating a weak market outlook [2]. Summary by Sections Market Overview - From June 3 to June 6, 2025, the indices for machinery equipment, power equipment, and automotive sectors changed by 0.93%, 1.38%, and 0.17% respectively, ranking 19th, 14th, and 25th among 31 primary industries [7][10]. Engineering Machinery - The average working hours for major engineering machinery products in May 2025 were 84.5 hours, down 3.86% year-on-year and 6.25% month-on-month. The operating rate was 59.5%, reflecting a 5.01 percentage point year-on-year decline [2]. Automotive Sector - In the last week of May 2025, the average daily retail sales of passenger vehicles reached 95,000 units, a 6% increase compared to the same period last year, although it represented a 7% decrease from the previous month [2]. Photovoltaic Sector - The prices of photovoltaic cells and modules have seen a slowdown in their decline, but overall demand remains weak, particularly for solar glass, which is experiencing price pressure due to reduced purchasing needs from downstream component manufacturers [2]. Industry News - As of April 2025, China's renewable energy generation capacity reached 2.017 billion kilowatts, a 58% year-on-year increase, with wind, solar, and nuclear power surpassing thermal power capacity for the first time [2].

Group 1 - The core development regarding the merger and restructuring of major automotive state-owned enterprises, specifically Changan Automobile and Dongfeng Motor Group, indicates that the anticipated merger has not materialized as expected, with recent announcements clarifying that no asset or business restructuring is currently involved [1][3] - Changan Automobile announced that the China Ordnance Industry Group has received approval from the State-owned Assets Supervision and Administration Commission (SASAC) to separate its automotive business into an independent central enterprise, which will not significantly impact Changan's normal operations [2][3] - Financial results from Changan Automobile show projected revenue of 159.73 billion yuan for 2024, a year-on-year increase of 5.58%, while net profit is expected to decline by 35.37% to 7.32 billion yuan [2] Group 2 - The stock performance of Dongfeng-related companies has been negatively affected by the announcement of the restructuring pause, with Dongfeng Motor shares dropping nearly 8% and closing down 6.94% [4][6] - In contrast, Changan Automobile's stock showed resilience, with a closing increase of 3.34%, while other related stocks in the Changan sector also performed well [5][6] - The automotive industry is witnessing accelerated consolidation among car manufacturers, with companies like Geely, SAIC, and GAC also engaging in internal brand integration and reform [6][7] Group 3 - Analysts suggest that strategic restructuring among central enterprise automakers could enhance supply chain resource integration and reduce inefficient brand competition, potentially increasing market share for state-owned electric vehicle brands [7]

Group 1 - The company announced the adjustment of senior management personnel, with Mr. Weng Tianxiao stepping down as Deputy General Manager and Chief Accountant, while remaining a director [2][3] - Mr. Weng's departure will not affect the company's normal operations, and he has completed the handover process as per company regulations [3] - The board of directors approved the appointment of Mr. Qin Junhua as Deputy General Manager and Chief Accountant, effective from the date of the board meeting until the end of the current board's term [4][13] Group 2 - Mr. Qin Junhua possesses relevant professional knowledge and decision-making capabilities, meeting the requirements for the roles he is appointed to [4][8] - The board's audit committee and nomination committee reviewed and approved Mr. Qin's qualifications before submission to the board for approval [4][13] - Mr. Qin has a background in finance, having held various positions within the Dongfeng Motor Group, indicating his experience in financial management [7][8] Group 3 - The company received notification from its indirect controlling shareholder, Dongfeng Motor Group, regarding a potential restructuring, but later confirmed that no related asset or business restructuring would occur [9][10] - The company's normal production and operational activities will not be impacted by the restructuring discussions [9][10] - The company will continue to monitor developments and fulfill its information disclosure obligations as required by law [9][10] Group 4 - The company announced the 2024 annual shareholders' meeting scheduled for June 26, 2025, with both on-site and online voting options available [16][17] - The meeting will take place at a specified location in Shanghai, and shareholders must register to attend [17][26] - Voting procedures and guidelines for shareholders, including those with multiple accounts, have been outlined to ensure proper participation [19][21][24]