上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于《江苏新泉汽车饰件股份有限公司收购报告书》的 法律意见书 上海市锦天城律师事务所（以下简称"本所"）接受江苏新泉汽车饰件股份公 司（以下简称"新泉股份"或"公司"）委托，就收购人唐志华及唐美华通过继承等 方式取得 24.93%新泉股份对应表决权事项（以下简称"本次收购"）的法律顾问。 本所根据《中华人民共和◿公司法》、《中华人民共和◿证券法》、《中华人民 共和◿民法典》（以下简称"《民法典》"）、《上市公司收购管理办法》、《公开发 行证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》、《律 师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规则（试 行）》等法律、法规和规范性文件的有关规定，按照律师行业公认的业务标准、 道德规范和勤勉尽责精神，对新泉股份及收购人提供的有关文件进行了核查验证， 现出具本法律意见书（以下简称"本法律意见书"）。 地址:上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话:021-20511000 传真:021-20511999 邮编:200120 上海市锦天城律师事 ...

Core Viewpoint - The announcement from Xinquan Co., Ltd. regarding the death of one of its actual controllers, Tang Aoqi, has led to changes in shareholding and a shift in control of the company [1] Shareholding Changes - Following the inheritance and share transfer, Tang Zhihua and Tang Meihua have indirectly acquired 64.8483 million shares originally held by Tang Aoqi through Xinquan Investment, representing 12.71% of the total share capital [1] - Before the acquisition, Tang Zhihua held a direct and indirect stake of 20.91%, while Tang Meihua held a direct stake of 1.77% [1] - Post-acquisition, Tang Zhihua's total shareholding increased to 27.26%, and Tang Meihua's total shareholding rose to 8.13% [1] Change of Control - The actual controller of the company has changed to Tang Zhihua due to the inheritance [1] - The acquirers are exempt from making a public offer due to the nature of the inheritance [1] - The formalities for the change of shareholding are currently being processed [1] Future Plans - The acquirers have no plans to increase or decrease their holdings in the next 12 months [1]

Core Viewpoint - The announcement reveals that Tang Zhihua and Tang Meihua have acquired a significant stake in Xinquan Co., totaling 64.8483 million shares, which represents 12.71% of the company's total equity [1] Shareholding Summary - After the acquisition, Tang Zhihua directly holds 44.3241 million shares, accounting for 8.69% of the total equity, and indirectly holds 94.7294 million shares through Xinquan Investment, totaling 138.999 million shares or 27.26% of the total equity [1] - Tang Meihua directly holds 9.0537 million shares, representing 1.77% of the total equity, and indirectly holds 32.4242 million shares through Xinquan Investment, totaling 41.4779 million shares or 8.13% of the total equity [1]

Core Insights - The automotive parts sector experienced a 1.23% increase on December 1, with significant contributions from smart agriculture stocks leading the gains [1] - The Shanghai Composite Index closed at 3914.01, up 0.65%, while the Shenzhen Component Index closed at 13146.72, up 1.25% [1] Automotive Parts Sector Performance - Notable gainers in the automotive parts sector included: - Smart Agriculture (000816) with a closing price of 3.94, up 10.06% and a trading volume of 1.0334 million shares, totaling 402 million yuan - Huapei Power (603121) at 17.59, up 10.01% with a trading volume of 220,600 shares, totaling 377 million yuan - Ruima Precision (002976) at 31.28, up 9.99% with a trading volume of 133,600 shares, totaling 397 million yuan [1] Capital Flow Analysis - The automotive parts sector saw a net inflow of 1.199 billion yuan from institutional investors, while retail investors experienced a net outflow of 1.063 billion yuan [2] - Key stocks with significant capital flow included: - Shanzi Gaoke (000981) with a net inflow of 331 million yuan from institutional investors, but a net outflow of 208 million yuan from retail investors - Top Group (601689) with a net inflow of 228 million yuan from institutional investors and a net outflow of 172 million yuan from retail investors [2]

Group 1 - Jiangsu Xinquan Automotive Trim Co., Ltd. has obtained a patent for an "Installation Platform for Automotive Interior Covering Tool" with authorization number CN223589354U, applied on December 2024 [1] - The patent describes a new type of installation platform that includes a base and a tool placement rack, which is designed to improve the precision of automotive interior covering by providing stable positioning and easy disassembly [1] - The tool placement rack features a clamping mechanism that works in conjunction with a support segment to hold the covering tool body securely, enhancing the overall usability and adaptability of the platform [1] Group 2 - Changzhou Xinquan Auto Parts Co., Ltd. was established in 2020 with a registered capital of 50 million RMB and has participated in 9 bidding projects, holding 235 patents and 14 administrative licenses [2] - Jiangsu Xinquan Automotive Trim Co., Ltd., founded in 2001, has a registered capital of approximately 51 million RMB, has invested in 22 companies, participated in 58 bidding projects, and holds 414 patents and 39 administrative licenses [2] - Wuhu Xinquan Automotive Trim System Co., Ltd., established in 2006, has a registered capital of 20 million RMB, participated in 4 bidding projects, holds 355 patents, and has 14 administrative licenses [3] - Ningbo Xinquan Zhihua Automotive Trim System Co., Ltd., founded in 2017, has a registered capital of 12 million RMB, participated in 2 bidding projects, holds 91 patents, and has 5 administrative licenses [3] - Hefei Xinquan Auto Parts Co., Ltd., established in 2022, has a registered capital of 10 million RMB, participated in 8 bidding projects, holds 57 patents, and has 4 administrative licenses [3]

Core Viewpoint - Xinquan Co., Ltd. has completed the registration and filing procedures for business changes, resulting in an updated registered capital of 510.141893 million RMB [1] Group 1 - The company has obtained a new business license from the Market Supervision Administration of Zhenjiang City [1] - The registered capital has been changed to 51,014.1893 thousand RMB, while other registration details remain unchanged [1]

特此公告。 证券代码：603179 证券简称：新泉股份 公告编号：2025-073 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。 江苏新泉汽车饰件股份有限公司（以下简称"公司"）分别于 2025 年 10 月 30 日和 2025 年 11 月 17 日召开第五届董事会第十二次会议和 2025 年第一次临 时股东大会，审议通过了《关于取消监事会、变更注册资本并修订<公司章程> 的议案》，因公司可转债于 2025 年 10 月 30 日完成赎回并在上海证券交易所摘牌， 根据公司可转债转股情况，对《公司章程》中关于注册资本和股份总数的相关条 款进行修订并办理工商变更登记，本次工商变更登记完成后，公司注册资本将变 更为人民币 510,141,893 元；此外，根据新《公司法》《上市公司章程指引》（2025 年修订）等法律法规的相关规定，结合公司实际情况，对《公司章程》的部分条 款进行修订。具体内容详见公司分别于 2025 年 10 月 31 日和 2025 年 11 月 18 日 在上海证券交易所网站（www.sse.com.cn ...

Core Insights - The article highlights the growth of the Zhongzheng 500 Quality Growth Index, which increased by 0.63% as of November 26, 2025, with notable stock performances from companies like Liugong and Juxing Technology [1] - The Ministry of Industry and Information Technology has issued guidelines for high-standard digital park construction, emphasizing the digital transformation of the manufacturing sector and the integration of AI with manufacturing [1] - CITIC Securities projects that the market size for embodied intelligence will exceed one trillion, driven by the generalization capabilities of large models, which can facilitate the scaling of various applications [1] Industry Overview - Industrial robot production saw a year-on-year increase of 17.9% in October, with a cumulative growth of 28.8% from January to October, indicating a rapid development in the humanoid robot sector [2] - Domestic policies aimed at improving manufacturing profitability and reducing competition are expected to boost demand for machinery and equipment [2] - The Zhongzheng 500 Quality Growth ETF closely tracks the Zhongzheng 500 Quality Growth Index, which selects 100 companies with strong profitability and growth potential from the broader Zhongzheng 500 Index [2] Key Stocks - As of October 31, 2025, the top ten weighted stocks in the Zhongzheng 500 Quality Growth Index accounted for 21.64% of the index, with Huagong Technology and Kaiying Network being the top two [2] - The performance of individual stocks within the index varied, with Huagong Technology increasing by 3.08% and Tianshan Aluminum decreasing by 0.47% [4]

Key Insights - The report highlights the strong growth potential of companies in the automotive sector, particularly those with established brands and innovative technologies [3][4][5] - The focus on electric vehicles and smart technologies is driving significant changes in the industry, with companies like BYD, Geely, and XPeng being recommended for investment [3][4][5] Company Updates - **Uxin**: The profitability of new stores is increasing faster than expected due to brand establishment, which enhances profit elasticity in a favorable market [3][4] - **SAIC Motor**: Future prospects hinge on Huawei's involvement, with adjustments in new car launches expected to create opportunities [3][4] - **Tuhu**: Anticipated stable earnings in Q4 2025, with potential for growth in the aftermarket sector [4] - **Hengbo Co., Ltd.**: Strong positioning in the robotics sector with high technical added value and a comprehensive supply chain [5] - **Double Ring Transmission**: Direct collaboration with Tesla on reducers, with significant growth expected in traditional and new energy sectors [5] - **Great Wall Motors**: Plans to launch multiple new models and power versions in 2026, with expected sales growth [8] - **XPeng Motors**: Anticipated improvement in sales structure and gross margins, with new technologies aiding in profitability [8][9] - **Leap Motor**: Expected to exceed 1 million units in sales by 2026, with stable gross margins despite industry challenges [9] Industry Trends - The automotive industry is witnessing a shift towards electric and smart vehicles, with companies focusing on innovation and brand strength to capture market share [3][4][5] - The integration of advanced technologies and partnerships with tech firms like Huawei is becoming crucial for automotive companies to enhance their product offerings and market positioning [3][4][5]

Group 1 - The core point of the article is that Jiangsu Xinquan Automotive Trim Co., Ltd. has received recognition as a high-tech enterprise, which is expected to enhance its market position and innovation capabilities [1] - The certification was issued by the National High-tech Enterprise Recognition Management Work Leading Group Office on November 25, 2025, with a certificate number GR202534004209 [1] - The effective date of the certification is October 28, 2025, and it is valid for three years [1]