国浩律师（杭州）事务所 关 于 浙江春风动力股份有限公司 2024 年年度股东大会的 法律意见书 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二零二五年五月 国浩律师（杭州）事务所 法律意见书 律师仅对本次股东大会的召集、召开程序、出席人员资格、召集人资格、会议的 表决程序及表决结果的合法有效性发表意见，不对会议所审议的议案内容和该等 议案中所表述的事实或数据的真实性和准确性发表意见。 浙江春风动力股份有限公司 2024 年年度股东大 ...

证券代码：603129 证券简称：春风动力 公告编号：2025-041 浙江春风动力股份有限公司 2024年年度股东大会决议公告 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 (一)股东大会召开的时间：2025 年 5 月 7 日 (二)股东大会召开的地点：浙江春风动力股份有限公司会议室（浙江省杭州市临 平区临平街道绿洲路 16 号） (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 | 223 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 97,493,393 | | 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 | 63.8975 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议采取现场投票和网络投票相结合的方式召开，公司董事会召集本次 会议，董事长赖民杰先生主持。本次会议的召集、 ...

Investment Rating - The investment rating for the company is "Buy" with a target price not specified [7]. Core Views - The company is expected to achieve a revenue of 15.038 billion yuan in 2024, representing a year-on-year growth of 24.18%, and a net profit attributable to the parent company of 1.472 billion yuan, up 46.08% year-on-year [1]. - The report highlights the strong performance of the all-terrain vehicle (ATV) and motorcycle segments, with significant growth in both domestic and international markets [3][4]. - The electric vehicle segment, particularly the "Jikong" brand, has shown remarkable growth, with sales exceeding 100,000 units and revenue increasing by 414.15% year-on-year [5]. Financial Performance Summary - For 2024, the company is projected to have a gross margin of 30.06%, a net profit margin of 9.79%, and a non-recurring net profit margin of 9.59% [1]. - The first quarter of 2025 saw a revenue of 4.25 billion yuan, a year-on-year increase of 38.86%, and a net profit of 415 million yuan, up 49.6% year-on-year [2]. - The ATV business is expected to generate revenue of 7.21 billion yuan in 2024, with a gross margin of 36.51% [3]. - The motorcycle business is projected to achieve revenue of 6.037 billion yuan in 2024, with domestic sales showing a growth of 44.44% [4]. - The electric vehicle segment is anticipated to generate revenue of 397 million yuan in 2024, with a significant increase in sales volume [5]. Profit Forecast - The profit forecast for the company has been adjusted upwards, with expected profits of 1.75 billion yuan, 2.18 billion yuan, and 2.64 billion yuan for the years 2025 to 2027, respectively [5].

Investment Rating - The report suggests a positive outlook for the motorcycle industry, particularly for Chinese brands focusing on large-displacement exports, recommending companies such as Chunfeng Power, Longxin General, and Qianjiang Motorcycle [3]. Core Insights - The overseas motorcycle market presents a nearly trillion-yuan opportunity, with projected sales exceeding 40 million units and a market size of 932 billion yuan by 2024, indicating significant growth potential for Chinese brands [2][7]. - The report highlights the differentiation in market demands across regions, with Europe, North America, and Australia leading in recreational motorcycles, while Asia, Africa, and Latin America dominate the utility motorcycle market [2][3]. - The transition from OEM to independent brand exports for Chinese manufacturers is underway, with a notable increase in large-displacement motorcycle exports, which are expected to grow at a CAGR of 67.5% from 2022 to 2024 [3]. Summary by Sections Overseas Overview: A Trillion-Yuan Market - The overseas motorcycle market is projected to reach sales of over 40 million units and a market size of 932 billion yuan by 2024, with significant growth opportunities for Chinese brands [7][16]. - Major markets include Southeast Asia (230 billion yuan), South Asia (270 billion yuan), Europe (160 billion yuan), Latin America (130 billion yuan), and North America (56.2 billion yuan) [2][7]. Market Segmentation: Recreational and Utility Markets - North America is characterized by a high-end market with over 90% penetration of large-displacement motorcycles, while Latin America is a mid-range market with a growing demand for large-displacement models [2][3]. - The European market is expanding, with a focus on high-end motorcycles, while Southeast Asia and South Asia are dominated by low-end utility motorcycles [2][3]. Chinese Brands: Transitioning to Independent Exports - The export of Chinese motorcycles is shifting from small-displacement OEM models to independent large-displacement brands, with significant growth in exports to Europe and Latin America [3]. - Key players in large-displacement exports include Chunfeng, Longxin, and Qianjiang, with Chunfeng showing remarkable growth in export volumes [3].

► 中大排摩托车走向全球 全地形车新品周期强劲。 1）燃油摩托车： 150SC、675SR等新品陆续上市，完善产品体系，2024年累计销售两轮车28.7万辆，实现营收60.4亿元，同比增长37.1%，ASP为2.1万元，同比微 降，高端化、全球化成效愈发显著。分市场来看，两轮内销14.3万台，营收30.9亿元，同比+44.4%，>200CC跨骑摩托车销量登顶行业第一；出口14.3万台，营收 29.4亿元，同比+30.2%； 2）全地形车： 核心产品矩阵全面焕新， 中高端新品U10PRO等凭借卓越性能与创新设计成为市场焦点 ，推动业务高弹性增长。2024年公 司全地形车销售16.9万辆，营收72.1亿元，同比+10.9%，ASP为4.3万元。看好公司依靠产品线扩充、性价比优势持续提升市场份额，打开成长空间。 ► 股权激励绑定核心人才 保障公司长远发展。 01 事件概述 公司发布《向不特定对象发行可转换公司债券预案》： 拟次向不特定对象发行可转换公司债券拟募集资金总额不超过25.0亿元，扣除发行费用后募集资金净额将用 于： （1）投资年产300万台套摩托车、电动车及核心部件研产配套新建项目，项目总投资额35.0亿 ...

Group 1 - The company plans to raise 2.5 billion yuan through the issuance of convertible bonds to fund various projects, including the construction of a new facility for producing 3 million sets of motorcycles and electric vehicles annually, marketing network development, and information system upgrades [1] - The total investment for the new production facility is estimated at 3.5 billion yuan, with 1.78 billion yuan allocated from the raised funds, focusing on the manufacturing and R&D of electric two-wheelers and motorcycles [1] - The expansion aims to enhance the company's global market presence and optimize resource allocation, thereby improving supply chain resilience and competitiveness in the global power equipment market [1] Group 2 - The company plans to invest 900 million yuan in marketing network development, with 450 million yuan from the raised funds, to create a multi-level sales and service network, enhancing brand promotion and market penetration [2] - This marketing initiative aligns with the company's ongoing globalization strategy, which includes establishing a comprehensive channel system in North America, Europe, and Southeast Asia [2] - The company intends to invest 120 million yuan in upgrading its information systems, incorporating advanced technologies like big data and cloud computing to improve data sharing and collaboration [3] Group 3 - An additional 150 million yuan will be allocated to supplement working capital, enhancing financial flexibility to support business expansion and market development [3] - The electric two-wheeler and motorcycle market is undergoing significant changes driven by policy, technology, and consumer upgrades, presenting both opportunities and challenges for the company [3] - The company possesses a solid technological foundation from the fuel vehicle era and aims to leverage its global channel network to gain a competitive edge in the electric vehicle market [3]

Group 1 - The company plans to raise up to 2.5 billion yuan through the issuance of convertible bonds to fund expansion projects and enhance production capacity [1] - The raised funds will be allocated to a new production base for 3 million sets of motorcycles and electric vehicles, marketing network construction, and information system upgrades [1] - The total investment for the new production base project is estimated at 3.5 billion yuan, with funding sourced from the company's own or self-raised funds [1] Group 2 - As of Q1 2025, the company reported cash and cash equivalents of 7.753 billion yuan, with no short-term or long-term debt [2] - The company achieved record-high revenues of 15.038 billion yuan in 2024, representing a year-on-year increase of 24.18%, and a net profit of 1.472 billion yuan, up 46.08% [2] - In Q1 2025, the company continued its growth trend with revenues of 4.25 billion yuan, a 38.86% increase year-on-year, and a net profit of 415 million yuan, up 49.6% [3]

Investment Rating - The report maintains a "Recommended" rating for the company [6]. Core Views - The company is accelerating its electric vehicle development and fundraising for expansion, with plans to invest in a new production base for 3 million sets of motorcycles and electric vehicles in Tongxiang, Zhejiang Province, with a total investment of 3.5 billion RMB [2][3]. - The company is expected to see significant revenue and sales growth in 2024, with the AE4 series achieving top sales during the "618" shopping festival and the AE5i model launching successfully [2]. - The company is expanding its product matrix rapidly, with new high-end motorcycles and all-terrain vehicles contributing to robust growth [3]. Summary by Sections Fundraising and Expansion Plans - The company plans to issue convertible bonds to raise up to 2.5 billion RMB, with net proceeds allocated to various projects including a new production base, marketing network construction, and information system upgrades [1][2]. Revenue and Profit Forecast - The company forecasts revenues of 19.11 billion RMB in 2025, 23.19 billion RMB in 2026, and 27.91 billion RMB in 2027, with corresponding net profits of 1.74 billion RMB, 2.16 billion RMB, and 2.65 billion RMB respectively [4][5]. Product Development and Market Position - The company launched several new motorcycle models, achieving a total sales volume of 287,000 units in 2024, with a revenue of 6.04 billion RMB, reflecting a year-on-year growth of 37.1% [3]. - The all-terrain vehicle segment also showed growth, with sales of 169,000 units and revenue of 7.21 billion RMB in 2024, marking a 10.9% increase [3]. Talent Retention and Incentives - The company introduced a stock option incentive plan for 1,310 core management and technical personnel, aiming to enhance long-term development and performance [4].

Core Viewpoint - Spring Power (603129) is accelerating its development in electric vehicles and plans to raise up to 2.5 billion yuan through a convertible bond issuance to support its growth initiatives [2] Group 1: Fundraising and Investment Plans - The company plans to issue convertible bonds to raise a total of no more than 2.5 billion yuan, with net proceeds allocated to various projects including a new production base for 3 million sets of motorcycles and electric vehicles, which has a total investment of 3.5 billion yuan [2] - The marketing network construction project will require an investment of 900 million yuan, with 450 million yuan sourced from the bond proceeds [2] - An information system upgrade project is budgeted at 120 million yuan, fully funded by the bond proceeds, while 150 million yuan will be allocated to supplement working capital [2] Group 2: Sales and Revenue Growth - In 2024, the company expects significant growth in revenue and sales, with the AE4 series achieving strong sales during the "618" shopping festival and the AE5i model selling 19,000 units in just 7 hours during the Double Eleven shopping event [2] - The company anticipates that motorcycle and electric vehicle sales will reach 287,000 units in 2024, generating revenue of 6.04 billion yuan, a year-on-year increase of 37.1% [3] Group 3: Product Development and Market Position - The company is launching new fuel motorcycles such as the 150SC and 675SR, aiming to enhance its product lineup and achieve a sales target of 287,000 two-wheeled vehicles in 2024 [3] - The all-terrain vehicle segment is also seeing growth, with sales projected at 169,000 units and revenue of 7.21 billion yuan in 2024, reflecting a year-on-year increase of 10.9% [3] Group 4: Talent Retention and Long-term Strategy - The company has introduced a stock option incentive plan for 1,310 core management and technical personnel, with performance targets set for revenue growth over the next three years [4] - This initiative is expected to attract and retain talent, ensuring the company's long-term development and stability [4] Group 5: Earnings Forecast - The company is projected to achieve revenues of 19.11 billion yuan, 23.19 billion yuan, and 27.91 billion yuan from 2025 to 2027, with net profits of 1.74 billion yuan, 2.16 billion yuan, and 2.63 billion yuan respectively [4]

证券代码：603129 证券简称：春风动力 浙江春风动力股份有限公司 ZHEJIANG CFMOTO POWER CO.,LTD. （浙江省杭州市临平区临平经济开发区五洲路 116 号） 向不特定对象发行可转换公司债券预案 发行人声明 1、本公司及董事会全体成员保证本预案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个别及连带责任。 2、本次向不特定对象发行可转换公司债券完成后，公司经营与收益的变化 由公司自行负责；因本次向不特定对象发行可转换公司债券引致的投资风险由投 资者自行负责。 3、本预案是公司董事会对本次向不特定对象发行可转换公司债券的说明， 任何与之相反的声明均属不实陈述。 4、投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或 其他专业顾问。 5、本预案所述事项并不代表审核、注册部门对于本次向不特定对象发行可 转换公司债券相关事项的实质性判断、确认、批准。本预案所述本次向不特定对 象发行可转换公司债券相关事项的生效和完成尚待上海证券交易所发行上市审 核并报经中国证监会注册。 1 释义 在本预案中，除非另有说明，下列简称具有如下特定含义： | ...