北京市天元律师事务所 关于广州汽车集团股份有限公司 差异化分红事项的专项法律意见 北京市天元律师事务所 北京市西城区金融大街 35 号国际企业大厦 A 座 509 单元 邮编：100033 北京市天元律师事务所 关于广州汽车集团股份有限公司 差异化分红事项的专项法律意见 京天股字（2025）第 369 号 致：广州汽车集团股份有限公司 北京市天元律师事务所（以下简称"本所"）受广州汽车集团股份有限公司（以 下简称"公司"）的委托，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》"）、《上海证券交易所上市 公司自律监管指引第7号—回购股份》（以下简称"《监管指引第7号》"）等法律、 法规和其他规范性文件以及《广州汽车集团股份有限公司章程》（以下简称"《公 司章程》"）的规定，就公司2024年度利润分配所涉及的差异化分红（以下简称"本 次差异化分红"）相关事项出具本法律意见。 为出具本法律意见之目的，本所律师审查了与本次差异化分红相关的文件及资 料，并已得到公司以下保证：公司已经提供了本所为出具本法律意见所必需的原始 书面材料、副本材料、复印材料、确认函或证 ...

H 股代码：02238 H 股简称：广汽集团 A 股代码：601238 A 股简称：广汽集团 公告编号：2025-046 广州汽车集团股份有限公司 2024年年度权益分派实施公告 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/6/26 | － | 2025/6/27 | 2025/6/27 | 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 5 月 23 日的2024年年度股东大会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。根据《上市公司股份 回购规则》《上海证券交易所上市公司自律监管指引第 7 号--回购股份》等相关规定，公司回 购专用证券账户所持有的 14,799,854 股股份不参与本次利润分配。 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、误导性陈述或者重大遗 漏，并对其内容的真实性、准确 ...

Core Viewpoint - GAC Group's Chairman and General Manager, Feng Xingya, stated that it is not the best time for GAC Aion to go public, emphasizing the importance of increasing its valuation before considering capital operations [1] Group 1: Company Strategy - GAC Aion is focusing on enhancing its valuation and will explore various options for future capital operations, including potential listings or acquisitions by the group [1] - The company plans to inject high-quality resources into GAC Aion, including the Haobo brand, to strengthen its market position [1] Group 2: Employee Stake and Financial Health - Feng confirmed that the company is currently able to pay employees' interest and principal without issues, and will provide assistance if difficulties arise [1] - Future exit channels for employee stock ownership may include public offerings, group acquisitions, or dividend distributions [1] Group 3: Market Positioning - GAC Aion intends to create a new category focused on taxi services (B-end), while concentrating on the consumer market (C-end) for its electric vehicles [1] - The Haobo brand is positioned as a high-end brand for new energy vehicles, differentiating it from GAC Aion's offerings [1]

Group 1 - GAC Group has committed to completing dealer rebate payments within two months, emphasizing the importance of dealer stability for user service and experience [1][2] - The commitment aligns with the China Automobile Dealers Association's initiative to promote healthy development in the automotive industry, which includes boosting confidence and resisting unhealthy competition [2] - GAC Group's action is expected to encourage other domestic automakers to follow suit, as dealers remain a crucial part of the automotive industry [1][4] Group 2 - The automotive industry is facing challenges, with dealers experiencing a "growth without profit" situation, as highlighted by a recent survey indicating that only 39.3% of dealers are profitable [4][5] - A significant 84.4% of dealers reported price inversion issues, where selling prices are lower than purchase prices, leading to liquidity problems [5][6] - Despite an increase in vehicle sales, the overall revenue for some leading dealers, such as Zhongsheng Holdings, has decreased, reflecting the industry's struggle with profitability [6]

Core Viewpoint - The automotive industry in China is experiencing extended payment terms, with an average exceeding 170 days, which places financial strain on suppliers and raises concerns about cash flow sustainability [1][3]. Industry Overview - The average payment term for domestic automotive companies is over 170 days, with some exceeding 240 days [1]. - The revised "Regulations on Payment of Funds to Small and Medium-sized Enterprises" mandates that large enterprises must pay small and medium-sized enterprises within 60 days of delivery [3]. - As of June 1, 2025, this regulation aims to alleviate the "difficulties in collection" faced by small and medium-sized enterprises [3]. Payment Terms Analysis - The automotive industry has a total of 299 listed companies with accounts payable and notes payable amounting to 1.45 trillion yuan, a year-on-year increase of approximately 11% [7]. - The calculated payment term for the automotive industry is 149.22 days, approximately 5 months [7]. - Breakdown by sub-sectors shows: - Automotive parts: 250 companies, accounts payable of 485.38 billion yuan, payment term of 147.18 days [8]. - Passenger vehicles: 8 companies, accounts payable of 763.96 billion yuan, payment term of 151.57 days [8]. - Commercial vehicles: 13 companies, accounts payable of 146.51 billion yuan, payment term of 169.09 days [8]. - Motorcycles and others: 17 companies, accounts payable of 39.63 billion yuan, payment term of 161.07 days [8]. - Automotive services: 11 companies, accounts payable of 18.12 billion yuan, payment term of 69.32 days [8]. Company-Specific Insights - Among the 8 listed passenger vehicle companies, Haima Automobile has the longest payment term of 270.41 days, significantly higher than its peers [11]. - BYD leads in revenue with 777.10 billion yuan, maintaining a payment term of 127.23 days, which is relatively short compared to others [12]. - SAIC Group and Great Wall Motors have similar payment terms of approximately 163.63 days and 163.75 days, respectively, but their trends differ [13]. - Overall, the payment terms across the automotive sector exceed the 60-day commitment, indicating ongoing challenges in improving cash flow management [13].

Core Insights - GAC Group launched the GOVY AirCab flying car at the Hong Kong International Auto Expo, with a price not exceeding 1.68 million yuan, making it more affordable than traditional aircraft [2] - Within 24 hours of the price announcement, nearly 1,000 pre-orders for the GOVY AirCab were received, exceeding expectations [2] - The GOVY AirCab is set to enter the airworthiness certification phase, with plans for demonstration operations by the end of 2025 and mass production by the end of 2026 [2] Group 1: Industry Development - Guangzhou is leading the eVTOL (electric vertical takeoff and landing) sector in China, with GAC Group and XPeng's flying vehicles progressing towards mass production [2][3] - The production line for GAC's flying car is expected to be completed by early next year, with a focus on advanced manufacturing technologies and a robust supply chain [4] - Guangzhou has over 4,000 low-altitude economy-related enterprises, ranking second nationally, and has established a comprehensive new energy vehicle industry system [5] Group 2: Market Applications - The GOVY AirCab is designed for urban short-distance connections and tourism, with plans for demonstration operations in Guangzhou by the end of this year [6] - XPeng's "land aircraft" has received over 4,000 orders, indicating strong market interest beyond tourism and short-distance connections [7] - The flying cars are expected to evolve into a part of urban transportation, providing efficient commuting solutions [7] Group 3: Future Projections - The low-altitude economy is projected to reach a market scale of 2 trillion yuan by 2030, requiring real application scenarios to support this growth [8] - The development of low-altitude economy infrastructure in Guangzhou is progressing, with 99 application scenarios identified and 30 operational entities approved [10] - Experts highlight Guangzhou's advantages in low-altitude economy development due to its strong automotive industry base and supportive government policies [12]

Group 1 - GAC Haobo announced that the pure electric large six-seat SUV Haobo HL extended range version will be delivered in August [1]

Group 1: Automotive Industry Expansion - The automotive industry is experiencing strong momentum in overseas expansion, with a steady increase in vehicle exports. In May, China's automotive exports reached 551,000 units, a month-on-month increase of 6.6% and a year-on-year increase of 14.5%. From January to May, exports totaled 2.49 million units, a year-on-year growth of 7.9% [1] - BYD achieved record overseas sales of new energy vehicles, with 89,000 units sold in May and a total of 374,200 units from January to May, representing a year-on-year increase of over 100% [1] - SAIC Motor Corporation has launched its "Overseas 3.0 Glocal Strategy," aiming to introduce 17 new overseas models, including SUVs, sedans, MPVs, and pickups over the next three years [1] Group 2: Production Facilities and Ecosystem Development - The trend of automotive companies establishing production lines overseas is notable, with BYD's factories located in Thailand, Brazil, Hungary, and Uzbekistan, among others. The Thailand factory has an annual capacity of approximately 150,000 vehicles [2] - GAC Group is focusing on a comprehensive industry chain ecosystem in Brazil by 2030, emphasizing high quality, technology, and service. In Ethiopia, GAC plans to build a charging network and a KD factory project, with a projected annual output value exceeding $8 million in Egypt [2] - GAC Group is also leveraging "AI+" technology to enhance international business development and improve digital infrastructure and intelligent support in overseas markets [2] Group 3: Autonomous Driving Companies - Autonomous driving companies like WeRide and Pony.ai are actively expanding their global presence. WeRide has signed a cooperation agreement with Dubai's Roads and Transport Authority and Uber to deploy commercial Robotaxi services, expected to launch within the year [2] - WeRide operates in 30 cities across 10 countries and holds autonomous driving licenses in five countries, making it a unique player in the industry [3] - Pony.ai is expanding its operations in major domestic cities and has established strategic partnerships with Uber and other companies to promote its global autonomous driving service blueprint, with over 45 million kilometers of global testing mileage [3]

Group 1 - Guangzhou Automobile Group Co., Ltd. (GAC Group) and Huawei Technologies Co., Ltd. have established a joint venture named Huawang Automotive Technology (Guangzhou) Co., Ltd. to focus on smart vehicle development [1] - Huawang Automotive has initiated a large-scale recruitment drive with over 50 positions available across various fields, emphasizing R&D roles such as battery management and intelligent driving systems [1] - The company aims to create a new high-end automotive brand that will integrate Huawei's smart driving software and solutions [1][2] Group 2 - The first product from Huawang Automotive is expected to be launched in 2026, with Huawei leading the product definition and positioning [2] - GAC Group and Huawei are collaborating to develop a luxury smart electric vehicle priced around 300,000 yuan, based on a new architecture and advanced technology [2] - GAC Group's existing brands are being positioned with distinct intelligent driving missions, targeting different consumer segments within a price range of 100,000 to 1 million yuan [3]

Group 1 - The automotive industry is responding to government calls to shorten payment terms to 60 days, aiming to avoid "involution" competition and improve financial conditions for companies [2][6] - A meeting was held on June 16 by the Trading Association to support high-quality development in the automotive sector, with major automakers and underwriters participating to discuss financing needs and challenges [2][3] - Nine automakers, including FAW, SAIC, BYD, and NIO, committed to a 60-day payment term for suppliers, highlighting the industry's efforts to optimize financing environments [2][3] Group 2 - The Trading Association emphasized the introduction of new financing tools, such as technology innovation bonds and green bonds, to enhance the convenience of bond financing for automotive companies [3][5] - Green bonds are specifically aimed at funding environmentally beneficial projects, with a total issuance of 375 green bonds amounting to 188.37 billion yuan by the Shenzhen Stock Exchange by the end of 2024 [3][4] - The automotive industry is capital-intensive and requires long-term funding for R&D and production, especially during the transition to electrification and smart technologies [4][5] Group 3 - The commitment to a 60-day payment term is part of a broader effort to alleviate financial pressure on upstream suppliers and stabilize the supply chain [6][8] - GAC Group has pledged to complete dealer rebate payments within two months, which is crucial for maintaining dealer stability and ensuring customer service [6][7] - The automotive industry is experiencing significant challenges, with over 4,000 dealers exiting the market in 2024 due to financial pressures, highlighting the need for improved cash flow and support [7][8] Group 4 - The Trading Association aims to strengthen bond market infrastructure and product innovation to better serve the automotive industry's financing needs, promoting a shift towards intelligent, high-end, and green development [5][8] - The ongoing support from the bond market is expected to facilitate a virtuous cycle of reduced payment terms, improved financing, and innovation within the automotive sector [8]