2024 年年度股东大会议程 一、现场会议时间：2025年5月20日上午10:00 二、网络投票时间：采用上海证券交易所网络投票系统，通 过交易系统投票平台的投票时间为股东大会召开当日的交易时 间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联网投票平 台的投票时间为股东大会召开当日的 9:15-15:00。 三、现场会议地点：凌云工业股份有限公司会议室 凌 云 工 业 股 份 有 限 公 司 600480 2024 年年度股东大会 会议资料 二零二五年五月 凌云工业股份有限公司 2024年年度股东大会 四、会议主持：董事长罗开全 五、参会人员：股东及股东代表、董事、监事、高级管理人 员、公司聘请的律师 六、会议议程： （一）主持人宣布会议开始 （二）介绍参加会议的股东及股东代表、董事、监事、高管 人员、律师 （三）审议会议议题 1．2024 年度董事会工作报告； 2．2024 年度独立董事述职报告； 3．2024 年度监事会工作报告； 4．2024 年度财务决算报告； 5．2024 年度利润分配及资本公积金转增股本的预案； 6．2024 年度报告全文及摘要； 7．2025 ...

Investment Rating - The report rates the defense and military industry as "Overweight" indicating a positive outlook for the sector [3][29]. Core Insights - The defense and military industry is expected to enter a new cycle driven by geopolitical conflicts, enhancing China's military trade focus and opening international markets for Chinese military products [5][3]. - The ongoing tariff conflicts highlight the comparative advantages of the military industry, with increased emphasis on self-sufficiency and potential growth in military investments [5][3]. - The fundamental changes in the military sector are solidifying the basis for industry growth, with a focus on quality and quantity improvements as the military approaches its centenary goals [5][3]. - There is a recommendation to increase attention on military stocks, particularly those related to precision-guided weapons, underwater capabilities, AI/robotics, and traditional aircraft supply chains [5][3]. Market Review - Last week, the Shenwan Defense and Military Index rose by 6.33%, outperforming major indices such as the Shanghai Composite Index, which increased by 1.92% [6][3]. - The top five performing stocks in the defense sector included Chengxi Aviation (59.26%), Hwa Wo (48.85%), and Lijun (36.49%) [6][14]. - Conversely, the bottom five performers were Platinum (−4.26%), Lingyun (−4.00%), and Guangdong Hongda (−2.52%) [6][15]. Valuation Changes - The current PE-TTM for the Shenwan military sector is 75.10, indicating it is in the upper range historically, with a valuation percentile of 65.46% since January 2014 [15][19]. - The aerospace and aviation equipment sectors are noted to be at relatively high valuation levels since 2020 [15][19]. Key Valuation Targets - The report lists key valuation targets, including companies like Feili Hua, Tianqin Equipment, and Aerospace Electronics, with projected earnings growth and PE ratios indicating potential investment opportunities [21][24].

Investment Rating - The industry investment rating is maintained as "Positive" [2] Core Insights - The report emphasizes two main investment lines: leading companies in niche segments and those well-positioned in the robotics sector [2] - The automotive industry is experiencing a shift towards new energy vehicles (NEVs), with significant growth in sales and technological advancements [8][10] - The report highlights the importance of strategic partnerships and technological innovation in enhancing market competitiveness [22][24] Summary by Relevant Sections Overview of the Automotive Industry - In Q1 2025, the Chinese automotive market is characterized by a dominance of new energy vehicles, with NEV sales reaching 3.07 million units [8] - The penetration rate of new energy vehicles is projected to reach 53% in H1 2024 [10] Leading Companies in Niche Segments - **BAIC Blue Valley**: Achieved 130.6 billion yuan in NEV revenue in 2024, with a 26.4% year-on-year growth [13] - **Jianghuai Automobile**: NEV sales increased by 25.08% in 2024, with a total of 51,809 units sold [16] - **Changan Automobile**: Sold 735,000 NEVs in 2024, marking a 52.8% increase [18] - **Geely Automobile**: NEV sales reached 888,000 units in 2024, a 92% increase, with NEV revenue accounting for 41% of total revenue [20] - **BYD**: NEV sales grew over 40% in 2024, maintaining its position as the top seller in China and globally [22] Key Component Manufacturers - **Top Group**: Reported a revenue of 26.6 billion yuan in 2024, with a 35% year-on-year increase [24] - **Fuyao Glass**: Achieved 39.25 billion yuan in revenue in 2024, a growth of 18.4% [26] - **Haoneng Co.**: Revenue reached 2.36 billion yuan in 2024, with a 21.3% increase [28] - **Longsheng Technology**: Revenue of 2.4 billion yuan in 2024, a 31.2% increase [30] - **Zhejiang Rongtai**: Reported a revenue of 1.135 billion yuan in 2024, with a 42% increase [32] Robotics Sector Developments - **Songyan Power**: Launched the humanoid robot N2, which won second place in a marathon event [6] - **Beijing Humanoid Robot Innovation Center**: Developed the "Tiangong Ultra" robot, which won a marathon [6] - **Kepler**: Introduced the K2 "Bumblebee" robot, showcasing its industrial application capabilities [6] - **Yushu**: Collaborated with Great Wall Motors to enhance robot technology and smart manufacturing [6]

Investment Rating - The investment rating for the company is "Buy" and is maintained [7] Core Views - The company is expected to achieve a revenue of 18.84 billion yuan in 2024, representing a year-on-year increase of 0.7%, and a net profit attributable to shareholders of 660 million yuan, up 3.8% year-on-year [2][4] - In the first quarter of 2025, the company achieved a revenue of 4.34 billion yuan, a year-on-year increase of 0.9%, with a net profit of 220 million yuan, down 2.9% year-on-year [2][4] - The company is strategically transforming towards the new energy sector, with a complete reserve of lightweight products, and is accelerating its global supply capabilities, continuously enhancing its position in the global new energy lightweight market [2][4] Summary by Sections Financial Performance - In 2024, the company maintained steady growth with a revenue of 188.4 billion yuan, a year-on-year increase of 0.7%, and a net profit of 6.6 billion yuan, up 3.8% year-on-year [2][4] - The fourth quarter of 2024 saw a revenue of 54.9 billion yuan, a year-on-year increase of 3.6% and a quarter-on-quarter increase of 24.5% [2][4] - The gross profit margin for 2024 was 17.6%, an increase of 1.3 percentage points year-on-year [2][4] Business Strategy - The company has deepened its layout in the new energy component industry, with a total of 51 billion yuan in new orders accumulated in 2024 [2][4] - Plans for 2025 include improving the development and application of power battery packaging systems, automotive fluid control systems, thermal management systems, and integrated body structure technologies [2][4] - The company is also expanding its overseas operations, enhancing operational quality and risk control capabilities in Germany and Mexico [2][4] Future Outlook - The company aims for a revenue of 19.1 billion yuan in 2025, representing a year-on-year increase of 1.4% [2][4] - Long-term growth is expected from the strategic transformation towards new energy, with components like battery boxes and thermal forming entering a harvest period [2][4] - The company plans to distribute a cash dividend of 0.30 yuan per share for 2024, totaling 280 million yuan, with a payout ratio of 43.04%, the highest in recent years [2][4]

Investment Rating - The report initiates coverage with a "Buy" rating for the company [3][6]. Core Views - The company reported a revenue of 18.837 billion yuan in 2024, a year-on-year increase of 0.72%, and a net profit attributable to shareholders of 655 million yuan, up 3.77% year-on-year. For Q1 2025, revenue was 4.349 billion yuan, a 0.92% increase year-on-year, while net profit was 215 million yuan, down 2.91% year-on-year [1][2]. - The gross margin for 2024 was 17.61%, an increase of 1.27 percentage points year-on-year, while Q1 2025 saw a gross margin of 17.59%, a decrease of 0.37 percentage points year-on-year [2]. - The company secured new orders totaling 51 billion yuan in 2024, with significant project values in the automotive sector, including over 35 billion yuan in metal projects and over 15 billion yuan in pipeline projects [2]. - The company is making steady progress in sensor products, having completed batch delivery of pressure sensors and ongoing design tasks for six-dimensional force sensors [2][3]. - The company is enhancing overseas management, with adjustments in personnel and operations in Mexico and Morocco, aiming to improve international competitiveness [3]. Financial Summary - The company forecasts net profits of 870 million yuan, 1.008 billion yuan, and 1.207 billion yuan for 2025, 2026, and 2027 respectively, with corresponding EPS of 0.93 yuan, 1.07 yuan, and 1.28 yuan. The projected PE ratios are 18.26, 15.77, and 13.17 for the same years [3][5]. - The revenue is expected to grow from 20.068 billion yuan in 2025 to 25.035 billion yuan in 2027, reflecting a compound annual growth rate of approximately 13.73% [5][15]. - The company’s net profit margin is projected to improve from 4.3% in 2025 to 4.8% in 2027, indicating a positive trend in profitability [15].

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company reported a steady revenue growth with a focus on becoming a leading automotive parts manufacturer [2][5] - The company is experiencing short-term profit pressure but is improving cost control efficiency [4] - The company is actively pursuing innovation and transformation to enhance its market position [5][6] - The company is expanding its international operations, particularly in the European market through its Morocco base [7] Revenue and Profit Summary - In 2024, the company's revenue reached 18.837 billion yuan, a year-on-year increase of 0.72%, with a net profit attributable to shareholders of 655 million yuan, up 3.77% year-on-year [2][3] - For Q1 2025, the revenue was 4.339 billion yuan, a year-on-year increase of 0.92%, while the net profit attributable to shareholders was 215 million yuan, down 2.91% year-on-year [2] Business Performance - The revenue from automotive metal and plastic parts was 17.112 billion yuan and 1.111 billion yuan, respectively, with year-on-year changes of +2.78% and -15.13% [3] - The gross margin for 2024 was 17.60%, an increase of 1.26 percentage points year-on-year [4] - The company has secured new orders totaling 51 billion yuan, with a lifecycle value of over 35 billion yuan for automotive metal projects [5] Financial Forecast - The company maintains its revenue forecast for 2025 at 21.495 billion yuan and projects a net profit of 948 million yuan [8] - The expected earnings per share (EPS) for 2025 is 1.01 yuan, with a price-to-earnings (PE) ratio of 16.00 [8][10]

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company reported a revenue of 18.837 billion yuan for 2024, a year-on-year increase of 0.72%, with a net profit attributable to shareholders of 655 million yuan, up 3.77% year-on-year [2] - The company aims to become a leading automotive parts manufacturer by enhancing R&D and expanding strategic partnerships with major clients [5] - The company is focusing on international market expansion, particularly in Europe, through its Morocco base [7] Revenue Growth - The company's revenue for 2024 was 188.37 billion yuan, with a year-on-year growth of 0.72%. The revenue from automotive metal and plastic parts was 171.12 billion yuan and 11.11 billion yuan, respectively, with year-on-year changes of +2.78% and -15.13% [3] - The increase in revenue is attributed to a shift towards high-value-added products, despite a decrease in the production and sales volume of automotive metal parts [3] Profitability and Cost Control - The company's gross margin for 2024 was 17.60%, an increase of 1.26 percentage points year-on-year. The gross margins for automotive metal and plastic parts were 17.88% and 14.97%, respectively [4] - The company has effectively controlled sales expenses, with a decrease in the sales/management expense ratio by 0.30 percentage points and an increase in R&D expense ratio by 0.16 percentage points [4] Innovation and Transformation - The company is committed to innovation and transformation, focusing on lightweight, integrated technology development, and expanding its product offerings [5] - The company secured new orders totaling 51 billion yuan, with lifecycle project values exceeding 35 billion yuan for automotive metal parts [5] International Expansion - The company is enhancing its international business management and quality control, particularly in Germany and Mexico, while actively developing the Southeast Asian market [6][7] - The establishment of a production base in Morocco aims to expand market share in Europe and North Africa [7] Financial Forecast - The company maintains its revenue forecasts for 2025 and 2026, with expected revenues of 21.495 billion yuan and 23.600 billion yuan, respectively, and net profits of 948 million yuan and 1.050 billion yuan [8] - The projected earnings per share (EPS) for 2025, 2026, and 2027 are 1.01 yuan, 1.12 yuan, and 1.21 yuan, respectively [8]

Summary of Lingyun Co., Ltd. Conference Call Company Overview - **Company**: Lingyun Co., Ltd. - **Date**: Q1 2025 Conference Call Key Points Financial Performance - **Q1 2025 Revenue**: 4.34 billion RMB, a year-on-year increase of nearly 1% [2][3] - **Net Profit**: Approximately 220 million RMB, stable compared to the same period last year [2][3] - **Total Orders**: Reached 51 billion RMB, with metal components accounting for 97% [2][3] - **2024 Revenue**: 18.8 billion RMB, a year-on-year growth of 0.72% [3] Business Segments - **Metal Components**: Expected revenue of 500 million RMB in 2025, with major clients including Tesla, Ford, General Motors, and Yapp [2][7] - **Automotive Pipeline Segment**: Projected sales of 300 million RMB in 2025, primarily targeting the North American market [2][8][9] - **Sensor Projects**: Progressing well with collaborations with companies like Schaeffler and Xiaomi, expanding product categories to torque and six-dimensional force sensors [2][10] Market Dynamics - **Impact of Natural Disasters**: Production lines affected by flooding in Zhuozhou have been relocated to Mexico, with production expected to commence by early 2025 [2][8] - **Mexican Market Growth**: Slight growth observed, with reduced exchange rate impacts compared to the previous year [4][13] - **European Market Challenges**: Declining automotive sales in Europe may lead to increased losses, with a target to control losses to 10 million Euros in 2025 [2][12] Strategic Initiatives - **R&D in Steer-by-Wire Systems**: Actively developing steer-by-wire technology, with a projected market penetration of 10% by 2030, representing a market size of approximately 30 billion RMB [4][20] - **Battery Shell Production**: Significant progress in the battery shell sector, with expected revenue growth from 3.5 billion RMB in 2024 to higher levels in 2025 [21] Shareholder Structure - **New Shareholder**: China Reform Holdings has become the fourth-largest shareholder, with recent increases in holdings [2][3] Profitability Outlook - **Profit Margin**: Q1 profit margins were strong, but future performance will depend on market conditions [10] - **Loss Control Target**: Aiming for a loss control target of 10 million Euros in 2025, with potential for reduced losses if European automotive sales stabilize [10][12] Investment and Expansion Plans - **Overseas Investments**: Continued expansion in Mexico and Morocco, with a focus on low-cost production bases and local market integration [36][37] - **Funding Strategy**: Plans to minimize registered capital while ensuring funding through local banks and gradual capital increases based on market demand [38] Conclusion Lingyun Co., Ltd. is navigating a complex market landscape with a focus on optimizing its product offerings and expanding its international footprint. The company is strategically positioned to leverage growth in the automotive sector while managing risks associated with market fluctuations and natural disasters.

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中信建投证券股份有限公司 关于凌云工业股份有限公司 部分募投项目结项并将结项剩余资金永久性补充流 动资金以及变更部分募集资金用途的核查意见 中信建投证券股份有限公司（以下简称"中信建投证券"或"保荐机构"） 作为凌云工业股份有限公司（以下简称"凌云股份"或"公司"）非公开发行股 票项目的保荐机构。根据《证券发行上市保荐业务管理办法》《上市公司监管指 引第 2 号——上市公司募集资金管理和使用的监管要求》《上海证券交易所股票 上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等有 关法律法规和规范性文件的规定，对凌云股份部分募投项目结项并将结项剩余资 金永久性补充流动资金以及变更部分募集资金用途事项进行了认真、审慎核查， 核查情况及核查意见如下： 一、募集资金基本情况 根据中国证券监督管理委员会出具的《关于核准凌云工业股份有限公司非公 开发行股票的批复》（证监许可[2022]60 号）文件，公司向包括公司股东北方凌 云工业集团有限公司、中兵投资管理有限责任公司在内的 9 名特定对象非公开发 行股票 153,503,893 股，发行价格为 8.99 元/股，募集资金总额 1,379,999,9 ...