上海国瓴律师事务所 关于 宁波旭升集团股份有限公司 2025 年第一次临时股东大会见证的 法律意见 上海国瓴律師事務所 SHANGHAI GUOLING LAW FIRM 上海市徐汇区衡山路 598 号 电话：021-33883626 传真：021-34127367 网址：www.guolinglaw.com 2025 年第一次临时股东大会见证的法律意见 上海国瓴律师事务所 关于 宁波旭升集团股份有限公司 2025 年第一次临时股东大会见证的 法律意见 国瓴 2025009-2 号 致：宁波旭升集团股份有限公司 上海国瓴律师事务所（以下简称"本所"）受宁波旭升集团股份有限公司（以 下简称"公司"）委托，指派阮芳洋律师和许玲玉律师（以下合称"本所律师"） 出席公司 2025 年第一次临时股东大会（以下简称"本次股东大会"），对本次 股东大会召开的合法性进行见证并出具本法律意见。 本所律师依据本法律意见出具日前已经发生或存在的事实和《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》"）、《上市公司股东会规则（2025 年修订）》（以下简称"《股 东会规则》"）等 ...

| 证券代码：603305 | 证券简称：旭升集团 | 公告编号：2025-056 | | --- | --- | --- | | 债券代码：113685 | 债券简称：升 转债 24 | | 宁波旭升集团股份有限公司 关于开立募集资金暂时补流专项账户 并签署募集资金暂时补流专户存储监管协议的公告 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个别及连带责任。 三、《募集资金专户存储三方监管协议》的签订情况和募集资金专户的开 立情况 为规范公司募集资金的存放、使用与管理，保护中小投资者的合法权益，根 据《证券法》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》《上 市公司募集资金监管规则》等法律、法规和规范性文件以及公司《募集资金管理 制度》的相关规定，公司及保荐机构中信建投证券股份有限公司（以下简称"保 荐机构"）与招商银行股份有限公司宁波分行签订了《募集资金专户存储三方监 管协议》，协议内容与上海证券交易所制订的《募集资金专户存储三方监管协议 （范本）》不存在重大差异。 截止披露日，本次募集资金专户开立及存储情况如下： ...

Core Viewpoint - The company, Xusheng Group, announced plans to hold a semi-annual performance briefing on September 16, 2025, from 15:00 to 16:00 via the Securities Daily online roadshow platform [2] Group 1 - The performance briefing is scheduled for September 16, 2025 [2] - The event will take place in the afternoon between 15:00 and 16:00 [2] - The briefing will be conducted through the Securities Daily online roadshow platform [2]

| 证券代码：603305 | 证券简称：旭升集团 | 公告编号：2025-055 | | --- | --- | --- | | 债券代码：113685 | 债券简称：升 24 转债 | | 宁波旭升集团股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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个别及连带责任。 重要内容提示： ● 会议召开时间：2025年9月16日（星期二）下午15:00－16:00 ● 会议召开地点：证券日报网路演平台（http://www.zqrb.cn/huiyi/lyhd/inde x.html） ● 会议召开方式：文字网络互动 ● 投资者可在业绩说明会召开日前（9月9日-9月15日），提前将需要了解 的情况和有关问题通过电子邮件发送至公司董事会办公室邮箱xsgf@nbxus.com。 公司将在本次业绩说明会上对投资者关注的问题进行交流。 宁波旭升集团股份有限公司（以下简称"公司"）已于2025年8月28日在上海 证券交易所网站（www.sse.com.cn）及指定信息披露媒体披露了《公司202 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Insights - The company reported a total revenue of 2.096 billion yuan for the first half of 2025, a year-on-year decrease of 2.47%, with a gross margin of 21.78%, down 1.02 percentage points. The net profit attributable to shareholders was 201 million yuan, a year-on-year decline of 24.22%. In Q2 2025, total revenue was 1.05 billion yuan, a year-on-year increase of 3.89% and a quarter-on-quarter increase of 0.29%, with a gross margin of 22.75%, up 1.10 percentage points year-on-year and 1.95 percentage points quarter-on-quarter [5][7]. Financial Data and Profit Forecast - The company expects total revenue to reach 5.216 billion yuan in 2025, with a year-on-year growth rate of 18.3%. The net profit attributable to shareholders is projected to be 509 million yuan, reflecting a year-on-year growth rate of 22.2% [6]. - The gross margin is forecasted to be 21.7% in 2025 and 22.1% in 2026, with a return on equity (ROE) of 7.4% in 2025 and 8.1% in 2026 [6]. Business Drivers - The significant improvement in gross margin in Q2 2025 is attributed to the optimization of customer and product structures, transitioning from basic components to high-value system components, alongside the high gross margin of the energy storage business [7]. - The company has established a new growth curve through its energy storage, robotics, and magnesium alloy strategies, achieving approximately 300 million yuan in revenue from energy storage in the first half of 2025 [7]. - The establishment of production bases in Mexico and Thailand is expected to enhance local supply capabilities and support the company's integration into regional supply chains [7]. Earnings Forecast and Valuation - Due to competitive pressures in the end vehicle market, the company has adjusted its automotive revenue forecasts for 2025-2026 downwards, with expected revenues of 41.6 billion yuan and 45.7 billion yuan respectively [7]. - The company is projected to achieve a net profit of 5.1 billion yuan in 2025 and 6.1 billion yuan in 2026, with a target price based on a 35x PE ratio for 2025, indicating a potential upside of 26% from the current market value [7].

Group 1: Gold Market Analysis - Recent surge in gold prices, with London gold reaching nearly $3580 per ounce on September 3, 2025, after a four-month period of high volatility [12][10] - Under neutral assumptions, the gold price midpoint for the second half of the year is projected at $3627 per ounce, with an optimistic scenario suggesting a rise to $3816 per ounce [12][10] - Key drivers for the recent price increase include a shift in investment from long-term US and European bonds to gold due to concerns over debt risks, particularly in Europe [12][11] Group 2: International Beauty Market Trends - The global beauty market is expected to grow at a rate of 4.5% in 2024, down from 8% in 2023, with significant regional disparities [13][13] - The European market outperformed the global average with a 7.5% year-on-year growth, while the North Asia market saw a decline of 2% [13][13] - Major international beauty brands are adapting to the competitive landscape in China by embracing new online channels and local partnerships, leading to a slight recovery in market performance [13][13] Group 3: Fourth Paradigm Company Overview - The company is projected to achieve revenues of 68.52 billion, 88.19 billion, and 112.26 billion yuan from 2025 to 2027, with year-on-year growth rates of 30%, 29%, and 27% respectively [17][17] - The company is expected to turn a profit by 2025, with net profits forecasted at 0.55 billion, 2.83 billion, and 5.68 billion yuan for the same period [17][17] - The company's strategy focuses on standardization, which is anticipated to drive rapid industry expansion and maintain long-term competitiveness [14][14]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for future performance [4]. Core Insights - The company's performance in the first half of 2025 met expectations, with revenue decreasing by 2.5% year-on-year to 2.1 billion yuan, and net profit attributable to shareholders down 24.2% to 200 million yuan [1]. - The gross margin showed signs of recovery in the second quarter of 2025, benefiting from business structure optimization and expected continued improvement in the second half of 2025 [2]. - The company is transitioning into a lightweight system solution provider, with a focus on emerging sectors such as energy storage and robotics, and is accelerating its global capacity expansion [3]. Summary by Sections Financial Performance - In 1H25, the company achieved revenue of 2.1 billion yuan, accounting for approximately 40% of the full-year revenue forecast, while net profit was 200 million yuan, also about 40% of the annual estimate [1]. - The gross margin for 1H25 was 21.8%, a decrease of 1.0 percentage points year-on-year, but improved to 22.7% in 2Q25, reflecting a year-on-year increase of 1.1 percentage points [2]. Business Strategy - The company is diversifying into high-growth sectors, particularly energy storage and robotics, while maintaining its core business in the new energy vehicle sector [3]. - The establishment of global production bases in Mexico and Thailand is expected to enhance the company's market reach and operational efficiency [3]. Future Outlook - The report projects net profits for 2025, 2026, and 2027 to be 500 million yuan, 660 million yuan, and 880 million yuan respectively, indicating a positive growth trajectory [4]. - The anticipated growth in the energy storage business and the release of quality projects in the automotive sector are expected to drive further improvements in gross margin [2].

Investment Rating - The investment rating for the company is "Buy" and is maintained [4]. Core Views - The company achieved a revenue of 1.05 billion yuan in Q2 2025, representing a year-on-year increase of 3.9%, while the net profit attributable to the parent company was 100 million yuan, down 2.4% year-on-year [2][4]. - The company is expanding its product offerings in aluminum die-casting, extrusion, and forging for automotive parts, while also accelerating its layout in magnesium alloys and the robotics sector [2][8]. - The company aims to establish a triangular production capacity network across China, North America, and Southeast Asia, positioning itself as a global aluminum platform enterprise [2][8]. Summary by Sections Financial Performance - In Q2 2025, the company reported a gross margin of 22.7%, an increase of 2.1 percentage points year-on-year and 1.9 percentage points quarter-on-quarter, driven by product structure optimization and cost reduction efforts [8]. - The company’s operating expenses ratio was 8.5%, down 1.8 percentage points year-on-year and 2.7 percentage points quarter-on-quarter, benefiting from a decrease in financial expenses [8]. Business Development - The company has secured approximately 1.9 billion yuan in orders from mainstream North American electric vehicle platforms and has won key project bids from several leading domestic new energy manufacturers [8]. - The company’s Mexican factory commenced operations in June 2025, and a new facility in Thailand broke ground in July 2025, supporting its global expansion strategy [8]. Future Outlook - The company is expected to achieve net profits of 480 million yuan, 620 million yuan, and 770 million yuan for the years 2025, 2026, and 2027, respectively, with corresponding price-to-earnings ratios of 28.6X, 22.3X, and 17.9X [8].

Summary of Key Points Core Viewpoint - A total of 271 stocks received buy ratings from institutions today, with notable upgrades for SAIC Motor and InnoCare Pharma, and 28 stocks receiving initial attention from institutions [1]. Institutional Ratings - 311 buy rating records were published today, covering 271 stocks, with XCMG and BYD being the most frequently rated, each receiving three buy ratings [1]. - Among the stocks rated, 48 records provided future target prices, with 30 stocks showing an upside potential exceeding 20%. China Communications Construction Company had the highest upside potential at 49.55%, with a target price of 13.31 yuan [1]. - Two stocks, SAIC Motor and InnoCare Pharma, had their ratings upgraded today [1]. Market Performance - Stocks with buy ratings averaged a decline of 0.82% today, outperforming the Shanghai Composite Index. 71 stocks saw price increases, with Weilon Co. hitting the daily limit [2]. - The top gainers included DaoTech, Giant Network, and Jingxin Pharmaceutical, with increases of 9.74%, 9.54%, and 6.45% respectively. Conversely, the largest declines were seen in Hangfa Technology, Youyou Foods, and Yokogawa Precision, with drops of 9.96%, 9.77%, and 8.14% respectively [2]. Industry Focus - The electronics sector was the most favored, with 28 stocks, including Crystal Optoelectronics and Micro Company, listed among the buy-rated stocks. The pharmaceutical and electric equipment sectors also attracted attention, with 24 and 23 stocks respectively [2].

Investment Rating - The investment rating for the company is maintained as "Buy" with a target price of RMB 21.37 [1][5]. Core Views - The company has shown signs of recovery in Q2 with a revenue increase of 3.89% year-on-year, and the H1 revenue from the energy storage business reached approximately RMB 300 million [2][3]. - The company is expanding its production capacity both domestically and internationally, with a focus on new business areas such as energy storage, robotics, and magnesium alloy [4]. - The profitability is improving, with a Q2 gross margin of 22.75%, reflecting a sequential increase due to lower raw material costs and a higher proportion of revenue from emerging businesses [3]. Revenue Summary - In H1 2025, the company achieved revenue of RMB 2.096 billion, a year-on-year decrease of 2.47%, while the net profit attributable to the parent company was RMB 201 million, down 24.22% year-on-year [1]. - Q2 revenue was RMB 1.05 billion, showing a year-on-year decrease of 2.41% but a quarter-on-quarter increase of 9.77% [1][2]. Profitability Summary - The Q2 gross margin increased by 1.95 percentage points sequentially, attributed to lower aluminum prices and a higher revenue contribution from the energy storage business [3]. - The Q2 net profit margin was 10.00%, indicating a marginal improvement despite some losses from fair value changes and asset impairments [3]. Growth Prospects - The company is expected to see a rebound in revenue and profit from 2025 to 2027, with projected revenues of RMB 5.6 billion, RMB 6.8 billion, and RMB 8.1 billion respectively [5]. - The energy storage business is being positioned as a second growth curve, with ongoing efforts to secure new customer orders [2][4]. Valuation Metrics - The company is valued at a PE ratio of 36.2 times for 2025, with a target price adjustment from RMB 15.53 to RMB 21.37 [5][8]. - The market capitalization is approximately RMB 13.642 billion, with a closing price of RMB 14.31 as of September 1 [8].