法律意见书 浙江天册律师事务所 关于 诺力智能装备股份有限公司 编号：TCYJS2025H0734 号 法律意见书 致：诺力智能装备股份有限公司 浙江天册律师事务所（以下简称"本所"）接受诺力智能装备股份有限公司 （以下简称"诺力股份" 或"公司"）的委托，指派本所律师参加贵公司 2024 年 年度股东大会，并根据《中华人民共和国证券法》以下简称（"证券法"）、《中 华人民共和国公司法》（以下简称"公司法"）和中国证券监督管理委员会关于 《上市公司股东大会规则（2022 年修订）》（以下简称"《股东大会规则》"） 等法律、法规和其他有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会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。 本法律意见书仅供 2024 年年度股东大会之目的使用。本所律师同意将本法律 意见书随诺力股份本次股东大会其他信息披露资料一并公告，并依法对本所在其 中发表的法律意见承担法律责任。 本所律师根据《股东大会规则》第五条的要求，按照律师行业公认的业务标 准、道德规范和勤勉尽责的精神， ...

法律意见书 浙江天册律师事务所 关于 诺力智能装备股份有限公司 2024 年年度股东大会的 关于诺力智能装备股份有限公司 2024 年年度股东大会的 法律意见书 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 编号：TCYJS2025H0734 号 致：诺力智能装备股份有限公司 浙江天册律师事务所（以下简称"本所"）接受诺力智能装备股份有限公司 （以下简称"诺力股份" 或"公司"）的委托，指派本所律师参加贵公司 2024 年 年度股东大会，并根据《中华人民共和国证券法》以下简称（"证券法"）、《中 华人民共和国公司法》（以下简称"公司法"）和中国证券监督管理委员会关于 《上市公司股东大会规则（2022 年修订）》（以下简称"《股东大会规则》"） 等法律、法规和其他有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会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。 本法律意 ...

Core Viewpoint - Zhongding Intelligent (Wuxi) Technology Co., Ltd. has submitted its prospectus to the Hong Kong Stock Exchange for an IPO, marking another case of A-share companies splitting into H-shares. The company is a subsidiary of Noli Co., Ltd. and specializes in intelligent on-site logistics and warehouse automation solutions. Despite revenue growth, the company faces declining contract liabilities and gross margins [1][29]. Company Overview - Zhongding Intelligent is headquartered in Wuxi, Jiangsu Province, and was founded in 2009. It became a wholly-owned subsidiary of Noli Co., Ltd. after Noli acquired 90% of its shares in 2016 and the remaining 10% in 2022 [3][4]. - The company’s core products include intelligent on-site logistics solutions that integrate management software with various logistics equipment [7][12]. Financial Performance - Revenue for Zhongding Intelligent in 2022, 2023, and 2024 was approximately RMB 1.64 billion, RMB 1.69 billion, and RMB 1.80 billion, respectively, with net profits of RMB 70.58 million, RMB 78.18 million, and RMB 88.63 million [9][10]. - The overall gross margin has declined from 14.1% in 2022 to 14.0% in 2023, and further to a projected 13.1% in 2024, primarily due to competitive pricing strategies [14][29]. Market Position - Zhongding Intelligent holds a market share of 1.7% in the Chinese intelligent on-site logistics solutions industry, ranking fourth overall and first in the lithium-ion battery sector [27][29]. - The company’s revenue is heavily reliant on the new energy sector, which accounted for over 75% of its income, with major clients including CATL and Ruipu Lanjun [15][23]. Industry Outlook - The Chinese intelligent on-site logistics solutions market is expected to grow from approximately RMB 101.3 billion in 2024 to RMB 201 billion by 2029, with a compound annual growth rate (CAGR) of 14.7% [23][26]. - The new energy sector's market for intelligent logistics solutions is projected to grow significantly, indicating strong future demand for Zhongding Intelligent's services [23].

Investment Rating - The industry investment rating is maintained as "Positive" [1] Core Viewpoints - The engineering machinery industry is experiencing a positive cycle driven by both domestic and overseas demand, with significant revenue growth and improved profitability expected in 2024 and Q1 2025 [3][4] - The "Belt and Road" initiative is expected to boost exports, with a notable increase in overseas market share and a recovery in the domestic cycle anticipated [4][5] Revenue Growth - In 2024, the total revenue of the five major engineering machinery manufacturers reached 259.8 billion, a year-on-year increase of 3% [6][11] - In Q1 2025, the total revenue reached 72.6 billion, marking a year-on-year increase of 12% and a quarter-on-quarter increase of 11% [6][11] Profitability Improvement - The net profit attributable to shareholders for the five major manufacturers in 2024 was 17.9 billion, up 19% year-on-year [24] - In Q1 2025, the net profit reached 6.8 billion, reflecting a year-on-year increase of 42% and a quarter-on-quarter increase of 164% [24] Export Growth - In April 2025, export sales reached 9,595 units, a year-on-year increase of 19.3%, with the "Belt and Road" region accounting for 64% of the total export value in Q1 2025, up 15% year-on-year [4][5] Domestic Market Recovery - Domestic sales in April 2025 reached 12,547 units, a year-on-year increase of 16.4%, indicating a recovery in the domestic cycle [4][5] Investment Recommendations - The report recommends focusing on industry leaders such as SANY Heavy Industry, XCMG, Shantui, and others, while also paying attention to companies like Noli [5] Cash Flow and Financial Health - Operating cash flow for the five major manufacturers increased by 75% in 2024 and by 16% in Q1 2025, indicating improved operational quality [59][62] - The asset-liability ratio for 2024 and Q1 2025 was 57%, showing a year-on-year decrease of 1.7 percentage points and 1.1 percentage points, respectively [65]

Investment Rating - The industry investment rating is "Positive" (maintained) [5] Core Viewpoints - In April 2025, the total sales of excavators reached 22,142 units, representing a year-on-year growth of 17.6%, with domestic sales increasing by 16.4% and export sales rising by 19.3% [2][3] - The excavator sales from January to April 2025 totaled 83,514 units, showing a year-on-year increase of 21.4%, with domestic sales up by 31.9% and export sales up by 9.0% [2] - The demand for small excavators is driven by agricultural and municipal needs, while domestic demand for large and super-large excavators is expected to gradually increase due to water conservancy projects [3] - The loader sales in April 2025 reached 11,653 units, a year-on-year increase of 19.2%, with domestic sales growing by 35.4% [3] - The electric loader sales in April 2025 were 2,924 units, marking a significant year-on-year growth of 211%, with a penetration rate of 25% [15][16] - The report anticipates a gradual recovery in the domestic machinery industry, driven by improved domestic demand, increased export market share, and the initiation of a replacement cycle [3][4] Summary by Sections Excavator Sales - April 2025 excavator sales totaled 22,142 units, with domestic sales at 12,547 units and export sales at 9,595 units, reflecting year-on-year growth of 16.4% and 19.3% respectively [2][12] - The sales from January to April 2025 reached 83,514 units, with domestic sales at 49,109 units and export sales at 34,405 units, indicating a year-on-year increase of 31.9% for domestic sales [2] Loader Sales - Loader sales in April 2025 were 11,653 units, with domestic sales at 7,191 units and export sales at 4,462 units, showing a year-on-year increase of 35.4% for domestic sales [3] - The total loader sales from January to April 2025 were 42,220 units, with domestic sales at 23,570 units, reflecting a year-on-year growth of 27.8% [3] Market Trends - The report highlights the ongoing globalization of the Chinese construction machinery industry, with an expected increase in overseas market share [3] - Domestic demand is projected to improve due to government initiatives, including the issuance of long-term special bonds and local government special bonds aimed at infrastructure investment [4] - The report suggests that the domestic replacement cycle for excavators is expected to gradually initiate in 2025, following a historical cycle of 8-10 years [4]

Core Viewpoint - Noli Co., Ltd. is advancing the spin-off of its subsidiary, Zhongding Intelligent Technology Co., Ltd., with the submission of an application for an initial public offering (IPO) on the Hong Kong Stock Exchange, marking a significant step towards independent listing [2][5] Group 1: Spin-off Progress - Zhongding Intelligent, a wholly-owned subsidiary of Noli Co., Ltd., has submitted its IPO application to the Hong Kong Stock Exchange [5] - The spin-off aims to enhance Zhongding Intelligent's financing channels and improve its profitability and core competitiveness [2][5] - Following a stock incentive plan, Noli Co., Ltd.'s ownership in Zhongding Intelligent will decrease from 100% to 99.6% [3] Group 2: Financial Performance - In 2024, Noli Co., Ltd. reported a revenue of 6.979 billion yuan and a net profit of 462 million yuan, with Zhongding Intelligent contributing a net profit of 88.63 million yuan [2][8] - For the same year, Noli Co., Ltd.'s revenue from overseas markets accounted for 61.79% of total revenue [7] - Zhongding Intelligent's revenue has shown steady growth from 1.643 billion yuan in 2022 to 1.798 billion yuan in 2024, with net profit increasing from 70.58 million yuan to 88.63 million yuan during the same period [8] Group 3: Business Structure and Market Position - Noli Co., Ltd. operates primarily in two business segments: intelligent manufacturing equipment and smart logistics systems, with Zhongding Intelligent being a key player in the latter [7] - Zhongding Intelligent ranks fourth in China's smart on-site logistics solutions market and first in the new energy lithium-ion battery sector [8] - The company has a high customer concentration, with 75% of its revenue coming from clients in the new energy sector in 2024 [8]

Group 1 - Zhongding Intelligent (Wuxi) Technology Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, with Guotai Junan International as its sole sponsor [3] - The company is a provider of intelligent on-site logistics and warehouse automation solutions, ranking fourth in China's intelligent on-site logistics solutions industry in 2024 with a market share of 1.7% [3] - Revenue for the years 2022, 2023, and 2024 is projected to be 1.643 billion, 1.695 billion, and 1.798 billion yuan respectively, with over 95% of revenue coming from intelligent on-site logistics solutions [3] Group 2 - The company is primarily owned by Noli Co., Ltd., which holds 99.6% of the shares, and the chairman, Ding Sheng, is the son of Ding Yi, who holds 28.17% of Noli Co., Ltd. [3] - The board of directors consists of 9 members, including 6 executive directors and 3 independent non-executive directors [5] - Ding Sheng, aged 42, has been the chairman since February 2017 and is responsible for the overall strategic planning of the group [5][8] Group 3 - Yang Tianbiao, aged 62, has held various senior positions in logistics companies and is responsible for the group's technology research and development [6][7] - Chen Lisheng, aged 42, has been with the company since 2021 and has recently been reappointed as the general manager [8]

Group 1 - CATL (宁德时代) has launched its Hong Kong IPO, offering 118 million H-shares at a maximum price of HKD 263 per share, aiming to raise approximately HKD 31 billion [1] - The IPO is expected to enhance CATL's financing channels, given its position as a leading lithium battery manufacturer [1] Group 2 - Zhixing Technology (知行科技) plans to acquire a majority stake in Suzhou Xiaogongjian Robot Co., a national high-tech enterprise specializing in smart integrated joints and customized robotic arms [2] - This acquisition is anticipated to accelerate Zhixing Technology's technological accumulation and business expansion in the robotics sector, potentially creating new growth opportunities [2] Group 3 - Yuefeng Environmental Protection (粤丰环保) has received approval for its privatization proposal, which will allow the company to operate more flexibly without short-term market pressures [3] - The company will suspend share transfer registration starting May 21, 2025, to ensure the determination of eligible shareholder rights [3] Group 4 - Noli Shares (诺力股份) has submitted an IPO application for its subsidiary, Zhongding Intelligent, to be listed on the Hong Kong Stock Exchange [4] - The IPO is subject to various conditions, including approvals from regulatory bodies, and if successful, it could provide new funding and growth opportunities for Noli Shares [4] Group 5 - Mi Rui Group (觅瑞集团) has passed the listing hearing at the Hong Kong Stock Exchange, focusing on RNA technology for disease screening and diagnostic solutions [5] - The company reported revenues of approximately USD 17.76 million, USD 24.19 million, and USD 20.28 million for 2022, 2023, and 2024, respectively, with increasing losses attributed to R&D and market expansion [5] - With the growing demand for precision medicine, Mi Rui Group is positioned to achieve a turnaround in profitability, potentially delivering long-term value to investors [5] Group 6 - The Hang Seng Index closed at 23,549.46, up 2.98% on May 12, 2023, while the Hang Seng Tech Index rose by 5.16% to 5,447.35, and the National Enterprises Index increased by 3.01% to 8,559.23 [6]

今日焦点中国中车：近期签订合计547.4亿元重大合同 中国中车公告称，公司及下属企业于近期（主要为2024年12月至2025年5月）签订了若干项重大合同， 合计金额约547.4亿元人民币。主要合同包括城市轨道车辆、设备销售及维保合同，动车组销售合同， 动车组高级修合同，风电设备销售合同和储能设备销售合同，机车销售合同以及货车修理合同。上述合 同总金额约占公司中国会计准则下2024年营业收入的22.2%。 阳光诺和：拟购买朗研生命100%股权，股票明日复牌 南方财经5月12日电，阳光诺和(688621.SH)公告称，公司拟通过发行股份及可转换公司债券购买资产并 募集配套资金，购买利虔、朗颐投资等38名朗研生命股东持有的朗研生命100%股权。并向不超过35名 特定投资者发行股份募集配套资金。朗研生命专注于高端化学药及原料药的研发、生产和销售，并对外 提供药品生产服务，在高端化学药、原料药等领域深耕多年，已经形成了较为成熟的医药生产体系。公 司股票将于5月13日开市起复牌。 沃尔核材：筹划发行H股股票并申请在香港联交所主板上市 沃尔核材公告称，公司拟发行H股股票并申请在香港联交所主板挂牌上市，以推进国际化战略，提升 ...

Group 1 - Aikolan's controlling shareholder Liu Yi terminated the share transfer agreement for 4 million shares, which represents 5% of the company's total share capital, with no change in control [1] - Wancheng Group announced a cash dividend of 4.00 yuan per 10 shares, totaling 71.9959 million yuan, with the record date on May 19, 2025 [1] - Wanda Film plans to invest in Lezi Tiancheng and engage in strategic cooperation, acquiring a total of 7% equity in the company [2] Group 2 - China Resources Double Crane's subsidiaries received approval for two drugs, indicating progress in their product pipeline [3] - Fosun Pharma's subsidiary's drug was included in the breakthrough therapy program, highlighting its innovative potential [4] - Zhongheng Group's subsidiary received approval for naloxone injection, enhancing its product offerings [5] Group 3 - Shenzhen Airport reported a passenger throughput of 5.3202 million in April, a year-on-year increase of 23.50% [8] - Hangzhou Bank successfully issued 5 billion yuan in technology innovation bonds, aimed at supporting tech innovation [10] - Jiuzhou Pharmaceutical received approval for a raw material drug used in treating severe depression, expanding its product range [12] Group 4 - Aihua Group reported a 25.38% decline in revenue for the first four months of the year, indicating potential challenges [27] - Changhua Group received a project designation notice from a well-known new energy vehicle company, with an expected total sales amount of approximately 108 million yuan [28] - Nanchao Food reported a slight revenue decrease of 0.98% in April, reflecting market conditions [30]