证券代码：601799 证券简称：星宇股份 公告编号：2025-034 常州星宇车灯股份有限公司 2025年第二次临时股东会决议公告 (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由公司董事会召集，由公司副董事长周宇恒先生主持。会议采取 现场投票和网络投票结合的表决方式进行表决。会议的召集、召开程序符合《公 司法》及《公司章程》的规定，表决方式及表决结果合法有效。 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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 173 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 184,313,045 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份 | 64.8286 | | 总数的比例（%） | | (一) 股东会召开的时间：2025 年 11 月 20 日 (二) ...

北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 85191300 传真：(86-10) 85191350 junhebj@junhe.com 北京市君合律师事务所 关于常州星宇车灯股份有限公司 2025 年第二次临时股东会的法律意见书 致：常州星宇车灯股份有限公司 北京市君合律师事务所接受常州星宇车灯股份有限公司（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》）、《上市公司股东 会规则》（以下简称《股东会规则》）等法律、法规、规章及《常州星宇车灯股份 有限公司章程》（以下简称《公司章程》）的有关规定，就公司 2025 年第二次临时 股东会（以下简称"本次股东会"）有关事宜出具本法律意见书。 本法律意见书仅就本次股东会的召集和召开程序、出席本次股东会人员的资 格、召集人资格、会议表决程序是否符合中国相关法律、法规及《公司章程》的 规定以及表决结果是否合法有效发表意见，并不对本次股东会所审议的议案内容 以及该等议案所表述的相关事实或数据的真实性、准确性或合法性发表意见。 为出具本法律意见之目的，本所律师审查了公司提供的有关本次股东会的文 件，同 ...

北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：（86-10）8519 1300 传真：（86-10）8519 1350 junhebj@junhe.com 关于常州星宇车灯股份有限公司 2025 年员工持股计划的法律意见书 致：常州星宇车灯股份有限公司 北京市君合律师事务所 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》）、《关于上市公司实施员工持股计划试点的指导意见》 （以下简称《试点指导意见》）、《上海证券交易所上市公司自律监管指引第 1 号— —规范运作》等中华人民共和国（以下简称"中国"，包括香港特别行政区、澳门 特别行政区和台湾省，为本法律意见书之目的，在本法律意见书中特指中国大陆 地区）现行法律、行政法规、部门规章及规范性文件和《常州星宇车灯股份有限 公司章程》（以下简称《公司章程》）的有关规定，北京市君合律师事务所（以下 简称"本所"或"君合"）接受常州星宇车灯股份有限公司（以下简称"公司" 或"星宇股份"）的委托，就公司拟实施的 2025 年员工持股计划（以下简称"本 次员工持股计划"）相关事宜出具法律意见书。 本所 ...

Core Viewpoint - Xingyu Co., Ltd. has shown a stable financial performance with significant growth in revenue and net profit, while also experiencing high levels of financing and margin trading activity [1][2]. Financing Activity - On November 17, Xingyu Co., Ltd. had a financing buy-in amount of 12.54 million yuan, with a net financing buy of 3.23 million yuan, indicating strong investor interest [1]. - The total financing balance reached 271 million yuan, accounting for 0.77% of the circulating market value, which is above the 90th percentile of the past year [1]. - Margin trading activity included a sell of 4,100 shares, with a total selling amount of 507,000 yuan, and a margin balance of 3,705 shares, also above the 90th percentile of the past year [1]. Financial Performance - For the period from January to September 2025, Xingyu Co., Ltd. achieved a revenue of 10.71 billion yuan, representing a year-on-year growth of 16.09%, and a net profit of 1.14 billion yuan, with a growth of 16.76% [2]. - The company has distributed a total of 3.71 billion yuan in dividends since its A-share listing, with 1.14 billion yuan distributed over the past three years [2]. Shareholder Structure - As of September 30, 2025, the number of shareholders increased by 19.06% to 13,800, while the average circulating shares per person decreased by 16.01% to 20,772 shares [2]. - The second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 36.86 million shares, an increase of 12.72 million shares from the previous period [2].

Investment Rating - The report maintains a positive outlook on the automotive industry, particularly emphasizing the importance of smart vehicles as a key investment theme for 2026 [2]. Core Insights - The Guangzhou Auto Show highlights the democratization of intelligent driving and the deep integration of smart cockpits with large models, indicating that intelligence is no longer an added value but a necessity for market entry [2]. - The report suggests focusing on technology-leading companies such as Tesla and XPeng, as well as companies with strong performance and low valuations like Kobot, Xingyu, and Jifeng [2]. - The report also notes the impact of state-owned enterprise reforms, recommending continued attention to SAIC and Dongfeng [2]. Industry Update - According to the China Passenger Car Association, the average daily retail sales of passenger cars in the first week of November were 46,000 units, a year-on-year decrease of 19% [2]. - The traditional and new energy raw material price indices have increased recently, with traditional car raw material prices rising by 0.7% week-on-week and 1.8% month-on-month [2]. - The total transaction value of the automotive industry this week was 517.096 billion yuan, a week-on-week decrease of 13.15% [2]. Market Situation - The automotive industry index closed at 7684.80 points, down 2.11% for the week, which is a greater decline than the Shanghai and Shenzhen 300 index [2]. - A total of 112 stocks in the industry rose, while 156 fell, with the largest gainers being Langbo Technology, Yingli Automobile, and Xinpeng Co., which rose by 19.6%, 17.6%, and 14.4% respectively [2]. - Key events include the upcoming Guangzhou Auto Show, which will showcase the acceleration of electrification, intelligence, and product diversification in the automotive market [3]. Investment Analysis - The report recommends focusing on domestic leading manufacturers such as NIO, Xiaomi, XPeng, and Li Auto, as well as companies that exemplify the trend of intelligence, such as Jianghuai Automobile and Seres [2]. - It also highlights the importance of state-owned enterprise integration, suggesting attention to SAIC Group, Dongfeng Group, and Changan Automobile [2]. - Companies with strong performance growth and capabilities in robotics or overseas expansion, such as Xingyu, Fuyao Glass, and New Spring, are also recommended [2].

Investment Rating - The report maintains a "Buy" rating for the company [2][7]. Core Insights - The company reported Q3 2025 revenue of approximately 3.95 billion yuan, a year-on-year increase of 12.7%, and a net profit attributable to shareholders of approximately 430 million yuan, up 13.5% year-on-year. The performance met expectations, and profitability remained stable [2][4]. - The company has launched an employee stock ownership plan, reflecting confidence in its development. The diversification of clients and overseas strategies are expected to drive high growth in its main business, while the robotics segment is anticipated to open a second growth curve [2][10]. - The projected net profits for 2025-2027 are 1.63 billion, 2.16 billion, and 2.70 billion yuan, with corresponding P/E ratios of 21.6X, 16.3X, and 13.1X [2][10]. Summary by Sections Financial Performance - In Q3 2025, the company achieved revenue of 3.95 billion yuan, with a quarter-on-quarter increase of 7.9%. The core customers' sales, including Chery and Volkswagen, showed varied performance, contributing to revenue growth [10]. - The gross margin for Q3 2025 was 19.9%, with a year-on-year increase of 0.8 percentage points, attributed to the higher proportion of high-margin smart lighting products [10]. - The net profit margin was 11.0%, reflecting improvements due to scale effects and credit impairment recovery [10]. Strategic Developments - The company is implementing a diversified client strategy to enhance its market share in the domestic automotive lighting sector. It has established a competitive advantage in smart lighting products, including ADB, HD, and DLP headlights [10]. - The company is expanding its overseas client base and has initiated global tail light projects, particularly in the North American electric vehicle market [10]. - A new robotics company was established in October 2025, with a strategic partnership signed with a robotics firm, indicating a strong potential for growth in this area [10].

Summary of the Conference Call on the Chinese Automotive and Shared Mobility Industry Industry Overview - The report focuses on the **Chinese automotive and shared mobility industry** and the global expansion of automotive parts suppliers [1][2]. Key Insights - **Declining Domestic Profits**: Chinese automotive parts suppliers are experiencing declining domestic profits, prompting them to seek global opportunities. The report favors companies with low overseas business ratios but rapid expansion (e.g., Xingyu, Desay) and those with large and improving overseas operations (e.g., Minth, Keboda) [3][4]. - **Global Expansion Acceleration**: Over the past decade, the Chinese automotive industry has been exploring overseas opportunities. Despite increasing tariff uncertainties, parts suppliers are accelerating their global expansion by shifting from exports to establishing overseas factories to counteract de-globalization trends. A compound annual growth rate (CAGR) of **12%** is expected for Chinese automotive parts suppliers from **2025 to 2030**, with a projected market opportunity of **$240 billion** by **2030**, achieving a **10%** share of the overseas market (+3.5 percentage points) [3][4][22]. - **Push and Pull Factors**: The intensifying price competition in the domestic automotive market, rising profit pressures, and losses from new projects are driving suppliers to reduce domestic exposure. Conversely, the early adoption of smart electric vehicles in China has led to improvements in product quality and technical specifications, enabling suppliers to provide competitive parts for the next generation of global vehicles [3][4][23]. Important Trends - **Shift from Exports to Overseas Factories**: The report indicates that acquisitions bring new customers, while exports yield higher profit margins. However, suppliers are expected to establish overseas factories due to domestic competition. Popular locations for these factories include **Mexico** (serving U.S. automakers), **Eastern Europe**, **North Africa**, and **Southeast Asia**. It is anticipated that net profit margins for overseas factories may be **10-15 percentage points** lower than exports and **0-5 percentage points** lower than domestic factories, although margins are expected to improve over time [4][26]. - **Individual Company Impact**: Traditional parts suppliers are seen as having a greater advantage in going overseas, followed by smart hardware suppliers. Companies like Xingyu and Desay, despite currently having less than **10%** of their revenue from overseas, are expected to accelerate their overseas income through new project wins. Minth, Keboda, and Fuyao are expected to continue improving profitability despite tariff disruptions due to enhanced operational efficiency [4][29]. Company Ratings Adjustments - **Upgrades**: Companies such as Xingyu (601799.SS), Desay (002920.SZ), Keboda (603786.SS), and Minth (0425.HK) have been rated as Overweight (OW) due to their potential for growth and expansion [8][30]. - **Downgrades**: Sanhua (002050.SZ) and Tuopu (601689.SS) have been downgraded to Equal-weight (EW) as optimistic market expectations regarding humanoid robots and overseas expansion are already reflected in their stock prices. The report anticipates a slowdown in U.S. electric vehicle growth starting in Q4 2025 and a slowdown in the Chinese market beginning in 2026 [4][29]. Additional Insights - **Export Growth**: The report notes that the export value of Chinese automotive parts is expected to grow at a CAGR of **10%** from **2019 to 2024**, significantly higher than the **1%** CAGR from **2014 to 2019**. This growth is attributed to the need for suppliers to mitigate tariff risks by increasing offshore manufacturing [22][23]. - **Challenges in Domestic Market**: The domestic market presents a dilemma for suppliers, as joint venture clients offer better prices but declining sales, while local clients provide volume growth but at lower prices [23][25]. Conclusion - The Chinese automotive parts suppliers are at a pivotal point, with the need to adapt to both domestic challenges and global opportunities. The focus on overseas expansion, driven by competitive pressures and improved product quality, positions these suppliers for potential growth in the coming years.

Core Viewpoint - As of November 13, a total of 124 stocks in the Shanghai and Shenzhen markets have experienced net buying from major funds for five consecutive days or more, indicating strong investor interest in these stocks [1] Group 1: Stocks with Significant Net Buying - The stock with the longest consecutive net buying days is Beijing Bank, which has seen net buying for 13 consecutive trading days [1] - Other notable stocks with significant net buying days include Xidi Micro, CITIC Bank, Dingyang Technology, Yindu Co., Galaxy Microelectronics, Xingyu Co., Shihua Technology, and Xinke Mobile [1]

Summary of China Auto Parts Industry Conference Call Industry Overview - **Industry**: China Auto Parts - **Focus**: Global expansion of auto parts suppliers due to deteriorating domestic margins and improving product quality [1][2][3] Key Insights Global Expansion Trends - **Accelerating Global Expansion**: Chinese auto parts suppliers are shifting from exports to offshoring, aiming to capture a US$240 billion opportunity and increase overseas market share to 10% by 2030, with a projected 12% CAGR from 2025 to 2030 [2][57]. - **Push-Pull Dynamic**: Domestic price competition and margin pressure are pushing suppliers to limit domestic exposure, while advancements in product quality and technology are pulling them towards global markets [3][29]. Market Dynamics - **Domestic Margin Pressure**: Average net margins for auto parts suppliers fell from 11.6% in 2022 to 9.9% in 2024, with over 50% of companies experiencing gross margin declines in 1H25 [76][84]. - **Export Growth**: China's auto parts export value grew at a CAGR of 10% from 2019 to 2024, up from 1% CAGR in 2014-2019 [25][52]. Strategic Shifts - **From Exports to Offshoring**: Suppliers are expected to establish offshore plants, with net margins for these plants projected to be 10-15 percentage points lower than exports [4][34]. - **Popular Offshore Locations**: Key sites for offshore plants include Mexico, Eastern Europe, North Africa, and Southeast Asia, chosen for their competitive labor and energy costs [35][96]. Company-Specific Insights Preferred Suppliers - **Strong Candidates for Global Expansion**: - **Xingyu (601799.SS)**: Low but expanding overseas exposure, expected to accelerate revenue through project wins [5][41]. - **Desay (002920.SZ)**: Similar profile to Xingyu, with potential for overseas revenue growth [5][41]. - **Minth (0425.HK)** and **Keboda (603786.SS)**: Sizable and improving overseas exposure, expected to grow earnings amid tariff disruptions [5][41]. Downgrades - **Sanhua (002050.SZ)** and **Tuopu (601689.SS)**: Downgraded due to slowing EV parts outlook and market optimism already priced in [5][41]. Financial Projections - **Market Share Growth**: Expected to capture 10.1% of overseas market share by 2030, with production value increasing at a CAGR of 32% from 2025 to 2030 [57][58]. - **Investment Ratings**: - **Overweight (OW)**: Xingyu, Desay, Minth, Keboda - **Equal Weight (EW)**: Fuyao, Sanhua, Tuopu - **Underweight (UW)**: Recodeal, Hirain [9][42]. Additional Considerations - **Challenges in Domestic Market**: Suppliers face a dilemma with JV OEMs offering decent margins but declining volumes, while local OEMs provide volume but at lower margins [28][62]. - **Quality Improvements**: Chinese suppliers have made significant advancements in product quality, enabling them to compete for global OEM contracts [3][88]. Conclusion The China auto parts industry is undergoing a significant transformation as suppliers seek to expand globally in response to domestic margin pressures and competitive dynamics. Key players are positioned to benefit from this shift, while others face challenges that may impact their growth prospects.

Investment Rating - The industry investment rating is "Recommended," indicating an expected increase in the industry index by more than 5% over the next 3-6 months compared to the benchmark index [70]. Core Insights - In October, the wholesale sales of narrow passenger vehicles reached 2.93 million units, a year-on-year increase of 7% and a month-on-month increase of 4% [2]. - The penetration rate of new energy vehicles exceeded 55%, with wholesale sales of electric vehicles at 1.62 million units, marking an 18% year-on-year increase [8]. - The report highlights potential investment opportunities in companies such as Geely Automobile and BYD, with a focus on Geely's low valuation for the upcoming year [4]. Summary by Sections Industry Overview - In October, the production of narrow passenger vehicles was 2.95 million units, reflecting an 11% year-on-year increase and a 4% month-on-month increase [2]. - The report estimates that retail sales for October were approximately 2.34 million units, showing a 3% year-on-year increase [8]. Sales Performance - The wholesale sales of new energy vehicles in October were 1.62 million units, with a penetration rate of 55%, which is a 5 percentage point increase year-on-year [8]. - The report indicates that the wholesale sales of domestic car manufacturers reached 2.14 million units in October, a 12% year-on-year increase [8]. Pricing and Inventory - The industry discount rate slightly increased in late October, with an average discount rate of 9.6%, reflecting a 0.1 percentage point increase month-on-month [8]. - The total inventory is estimated to be around 3.1 million units, with fuel vehicle inventory at approximately 850,000 units, indicating a higher overall inventory compared to the same period last year [8]. Future Outlook - The report anticipates that the fourth quarter will see a seasonal inventory reduction, with retail sales expected to reach 7.73 million units, a 6% year-on-year increase, while wholesale sales are projected to be 8.67 million units, a 1% year-on-year decrease [8]. - Potential catalysts for recovery in the automotive sector include better-than-expected retail sales post-Spring Festival and improved export performance [8].