Core Viewpoint - The legal opinion confirms that the 2024 annual general meeting of Ningbo Xusheng Group Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and the validity of the resolutions passed [1][18]. Group 1: Meeting Procedures - The legal opinion states that the convening procedures for the annual general meeting adhered to the requirements of the Company Law, Securities Law, and relevant regulations [5][7]. - The meeting was announced through the specified media, detailing the time, location, and agenda, which was consistent with the notice provided to shareholders [6][11]. Group 2: Attendance and Voting - A total of 704 shareholders and their proxies attended the meeting, representing 60.1319% of the voting shares [8]. - The meeting utilized a combination of on-site and online voting methods, with specific time frames for each voting method clearly outlined [10][12]. Group 3: Voting Results - The resolutions passed at the meeting received overwhelming support, with the majority of votes in favor, such as 571,682,574 shares (99.7809%) for one of the resolutions [11][17]. - The voting results for minority investors were also reported separately, showing significant approval rates [13][15]. Group 4: Legal Compliance - The legal opinion concludes that all aspects of the meeting, including the qualifications of attendees and the voting process, complied with the Company Law, Securities Law, and the company's articles of association [18].

上海国瓴律师事务所 关于 宁波旭升集团股份有限公司 2024 年年度股东大会见证的 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 关于宁波旭升集团股份有限公司 2024 年年度股东大会见证的法律意见 上海国瓴律师事务所 2024 年年度股东大会见证的 法律意见 国瓴 2025009-1 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 2024 年年度股东大会（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》（以下简称"《股东会规则》"） 等法律、法规和规范性文件及《宁波旭升集团股份有限 ...

Group 1 - The company has established partnerships with multiple domestic and international humanoid robot clients for the supply of joint shells and torso structural components [1]

Core Viewpoint - The company is facing short-term performance pressure due to demand fluctuations and cost-cutting requests from clients, but it is expected to enhance profitability through new project launches and capacity utilization improvements in the future [2][10][24]. Financial Performance - In 2024, the company is projected to achieve revenue of 4.41 billion yuan, a year-on-year decrease of 8.8%, with a net profit of 420 million yuan, down 41.7% year-on-year [2][10]. - For Q1 2025, the company reported revenue of 1.05 billion yuan, a decline of 8.1% year-on-year and 7.8% quarter-on-quarter, with a net profit of 100 million yuan, down 39.2% year-on-year [2][10]. - The gross margin for Q1 2025 was 20.8%, a decrease of 3.0 percentage points year-on-year but an increase of 3.2 percentage points quarter-on-quarter [4][10]. Business Expansion and Strategy - The company is expanding its product categories and client base while enhancing production capacity and refining processes, marking the beginning of a new global expansion phase [5][6]. - The company has mastered three major aluminum alloy processes: die-casting, forging, and extrusion, and is expanding into the energy storage sector, with expected revenue of approximately 230 million yuan from energy storage projects in 2024 [6][22]. - The company is leveraging its global automotive client base to build a comprehensive customer resource system [6]. New Business Development - The company is focusing on humanoid robotics, utilizing its expertise in aluminum alloy precision processing to develop key components such as joint shells and torso structures, with several projects secured from domestic and international clients [8][22]. - The construction of a production base in Mexico is progressing, with plans for a Thailand base to support global customer outreach, focusing on aluminum-magnesium alloy components for new energy vehicles and humanoid robots [20][21]. Operational Efficiency - The company aims to enhance internal operational management and cost efficiency through technology and process innovations, including centralized procurement and strategic partnerships with suppliers [19][21]. - The company is implementing a "zero inventory" management model to optimize inventory turnover rates [19].

| 证券代码：603305 | 证券简称：旭升集团 | | 公告编号：2025-026 | | --- | --- | --- | --- | | 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 关于股份回购进展公告 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。 | 回购方案首次披露日 | 2025/4/9 | | | --- | --- | --- | | 回购方案实施期限 | 董事会审议通过后 12 个月 | | | 预计回购金额 | 7,500 万元-15,000 | 万元 | | 回购用途 | □减少注册资本 | | | | ☑用于员工持股计划或股权激励 | | | | □用于转换公司可转债 | | | | □为维护公司价值及股东权益 | | | 累计已回购股数 | 512,900 股 | | | 累计已回购股数占总股本比例 | 0.0538% | | | 累计已回购金额 | 6,050,627 元 | | | 实际回购价格区间 | 11.72 元/股-11.87 | ...

宁波旭升集团股份有限公司 2024 年年度股东大会 会议资料 一、现场会议时间：2025 年 5 月 15 日（星期四）14:00 网络投票时间：2025 年 5 月 15 日（星期四） 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为 股东大会召开当日的交易时间段，即 9：15-9：25，9：30-11：30，13：00-15： 00；通过互联网投票平台的投票时间为股东大会召开当日的 9：15-15：00。 | | | 2024 年年度股东大会会议资料 2024 年年度股东大会会议议程 二〇二五年五月 二、会议地点：宁波市北仑区沿山河南路 68 号一楼 101 会议室 三、主 持 人：徐旭东 四、表决方式：现场投票与网络投票相结合的表决方式 五、议程及安排： （一）股东及参会人员签到； （二）主持人宣布大会开始，介绍到会人员、会议注意事项及推举计票人、 监票人； （三）宣读并审议以下议案： 1.审议《公司 2024 年度董事会工作报告》； 2.审议《公司 2024 年度监事会工作报告》； 7.审议《关于确认公司 2024 年度监事薪酬的议案》； 8.审议《关于续聘会计师事务所的议案》； 9. ...

Investment Rating - The investment rating for the company is "Buy" and it is maintained [7] Core Views - The company is experiencing short-term pressure on performance, with a projected revenue of 4.41 billion yuan in 2024, a year-on-year decrease of 8.8%, and a net profit attributable to shareholders of 420 million yuan, down 41.7% year-on-year [2][4] - The company is actively expanding into the robot sector and enhancing its capabilities in aluminum die-casting, extrusion, and forging for automotive parts, while also accelerating its magnesium alloy layout [2][10] - 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][10] Summary by Sections Financial Performance - In 2024, the company achieved a revenue of 4.41 billion yuan, down 8.8% year-on-year, with domestic revenue at 2.45 billion yuan (down 10.0%) and overseas revenue at 1.90 billion yuan (down 7.4%) [10] - The gross profit margin for 2024 was 20.3%, a decrease of 3.2 percentage points year-on-year, with a net profit margin of 9.4%, down 5.3 percentage points year-on-year [10] - For Q1 2025, the company reported a revenue of 1.05 billion yuan, down 8.1% year-on-year, and a net profit of 100 million yuan, down 39.2% year-on-year [4][10] Business Development - The company is focusing on creating a complete lightweight product matrix and has secured approximately 1.9 billion yuan in orders from mainstream electric vehicle manufacturers in North America [10] - The energy storage business is progressing well, with revenue from related projects reaching approximately 234 million yuan in 2024, more than doubling year-on-year [10] - The company is investing in the development of key products for humanoid robots and has secured projects from several domestic and international clients [10] Future Outlook - The company is expected to achieve net profits of 500 million yuan, 610 million yuan, and 750 million yuan for the years 2025, 2026, and 2027, respectively, with corresponding price-to-earnings ratios of 24.3X, 20.2X, and 16.4X [10]

Investment Rating - The report maintains a "Buy" rating for the company [1][9]. Core Insights - The company is driven by both its main business and emerging sectors, with steady progress in overseas expansion [1]. - In Q1 2025, the company reported a revenue of 1.05 billion yuan, a year-on-year decrease of 8.12% and a quarter-on-quarter decrease of 7.76%, primarily due to a decline in sales from its core customer, Tesla [5]. - The company has initiated production in emerging fields such as energy storage and humanoid robots, with energy storage projects expected to generate approximately 234 million yuan in revenue for the year, representing over a 200% increase year-on-year [5]. - The establishment of a production base in Mexico is underway, expected to commence operations in 2025, aimed at serving the North American and European markets [5][6]. Financial Performance Summary - For the year 2024, the company reported a revenue of 4.41 billion yuan, a year-on-year decrease of 8.79%, and a net profit attributable to shareholders of 420 million yuan, down 41.71% [4]. - The company forecasts revenues of 5.22 billion yuan in 2025, with a growth rate of 18%, and a net profit of 517 million yuan, reflecting a growth rate of 24% [7][8]. - The earnings per share (EPS) is projected to be 0.54 yuan in 2025, with a price-to-earnings (P/E) ratio of 23.75 [8][9].

Investment Rating - The report maintains a "Strong Buy" rating for the company, with a target price of 16.4 yuan [1]. Core Views - The company's performance is under pressure in the short term, but there are signs of improvement in operational performance. New business areas such as magnesium alloy, energy storage, and robotics are being developed simultaneously [7][8]. - The company reported a revenue of 4.41 billion yuan for 2024, a year-on-year decrease of 9%, and a net profit of 416 million yuan, down 42% year-on-year. For Q1 2025, revenue was 1.05 billion yuan, down 8% year-on-year, with a net profit of 96 million yuan, down 39% year-on-year [1][3]. Financial Summary - **2024 Financial Performance**: - Total revenue: 4,409 million yuan, YoY growth: -8.8% - Net profit: 417 million yuan, YoY growth: -41.7% - Earnings per share: 0.44 yuan [3][4]. - **2025-2027 Financial Projections**: - Expected revenue growth: 5,029 million yuan in 2025, 6,091 million yuan in 2026, and 6,970 million yuan in 2027, with respective YoY growth rates of 14.1%, 21.1%, and 14.4% [3][8]. - Projected net profit: 521 million yuan in 2025, 634 million yuan in 2026, and 770 million yuan in 2027, with respective YoY growth rates of 25.2%, 21.6%, and 21.5% [3][8]. - **Valuation Metrics**: - Price-to-earnings (P/E) ratio is projected to be 28 in 2024, decreasing to 15 by 2027 [3][4]. - Price-to-book (P/B) ratio is expected to remain around 1.8 to 1.5 from 2024 to 2027 [3][4]. Business Development - The company is actively developing new business lines: - **Magnesium Alloy**: Successful development of semi-solid injection molded motor housings, with collaborations with foreign clients [7]. - **Energy Storage**: Revenue from energy storage components reached 234 million yuan in 2024, more than doubling year-on-year [7]. - **Robotics**: Investment in humanoid robots, with key product developments and project engagements with multiple clients [7].

Investment Rating - The report maintains a "Strong Buy" rating for the company, with a target price of 16.4 CNY [1][7]. Core Views - The company's performance is under pressure in the short term, but there are signs of improvement in operational performance. New business areas such as magnesium alloy, energy storage, and robotics are being developed simultaneously [1][7]. Financial Performance Summary - In 2024, the company reported a revenue of 4.41 billion CNY, a year-on-year decrease of 9%, and a net profit attributable to shareholders of 416 million CNY, down 42% year-on-year. The first quarter of 2025 saw a revenue of 1.05 billion CNY, a decrease of 8% year-on-year, with a net profit of 96 million CNY, down 39% year-on-year [1][3]. - The company expects revenues to grow to 5.03 billion CNY in 2025, with a projected year-on-year growth rate of 14.1% [3][8]. - The net profit is projected to increase to 521 million CNY in 2025, reflecting a year-on-year growth of 25.2% [3][8]. Business Development Summary - The company is actively developing its magnesium alloy business, which has seen significant price reductions in the past 1-2 years, leading to increased applications in the die-casting industry. A successful collaboration on magnesium alloy electric drive housing has been established with a foreign client [7]. - The energy storage segment has also been a focus, with revenue from energy storage products reaching 234 million CNY in 2024, more than doubling year-on-year [7]. - In the robotics sector, the company has invested in the development of key products such as joint shells and torso components, securing projects with several domestic and international clients [7].