法律意见书 诺力智能装备股份有限公司 2025 年第二次临时股东会的 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 浙江天册律师事务所 关于 关于诺力智能装备股份有限公司 2025 年第二次临时股东会的 法律意见书 编号：TCYJS2025H1534 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 2025 年 第二次临时股东会，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《上市公司股东会规则》（以下简称"《股东会规则》"）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 20 ...

Group 1 - The core viewpoint of the article highlights the performance and trends in China's metal products industry, particularly focusing on export values and growth rates [1] - In May 2025, the export value of the national metal products industry was 41.86 billion yuan, showing a year-on-year decline of 6.8% [1] - Cumulatively, from January to May 2025, the total export value reached 203.64 billion yuan, reflecting a year-on-year growth of 4% [1] Group 2 - The article references several listed companies in the metal products sector, including Jingda Co., Ltd. (600577), Jinggong Steel Structure (600496), Southeast Network Frame (002135), and others [1] - The data presented is sourced from the National Bureau of Statistics and compiled by Zhiyan Consulting, indicating the reliability of the information [1] - Zhiyan Consulting is recognized as a leading industry consulting firm in China, specializing in in-depth industry research and providing comprehensive consulting services [1]

Group 1 - The industry of unmanned logistics is moving towards full commercialization, transitioning from an exploratory phase (2010-2016) and a breakthrough phase (2016-2023) to a stage of comprehensive commercialization since 2024 [1] - Unmanned delivery vehicles are expanding their application scenarios from specific areas to fully open roads, with leading tech and logistics companies beginning large-scale production, targeting fleet sizes in the thousands [1] Group 2 - The costs of key components such as lidar and domain controllers have dropped to commercial thresholds, driven by technological iterations and scale production, leading to significant reductions in overall logistics costs [2] - The average operating costs of logistics using unmanned vehicles have decreased by 40%, while efficiency has increased by 60% [2] Group 3 - The unmanned vehicle market is entering a high-growth phase, with explosive growth expected in overall market size [3] - By 2025 and 2030, innovative application services in areas like automated taxis and logistics delivery are projected to create additional value of 525 billion and 7,459 billion respectively [3] - Unmanned forklifts are becoming a new cornerstone in unmanned logistics warehousing, significantly reducing labor costs and enhancing warehouse operational efficiency [3] - Automation in forklift operations is becoming a crucial strategy for companies to reduce costs and increase efficiency, with a notable example being the cost-effectiveness of automating a 3,000 square meter warehouse [3]

Core Viewpoint - Noli Co., Ltd. has experienced a decline in stock price recently, despite a significant increase in its stock price year-to-date, indicating potential volatility in the market [1][2]. Group 1: Stock Performance - As of September 9, Noli's stock price decreased by 2.08% to 24.01 CNY per share, with a trading volume of 88.53 million CNY and a turnover rate of 1.42%, resulting in a total market capitalization of 6.185 billion CNY [1]. - Year-to-date, Noli's stock price has increased by 40.80%, but it has seen a decline of 6.94% over the last five trading days and 12.79% over the last 20 days, while it has risen by 17.81% over the last 60 days [1]. Group 2: Financial Performance - For the first half of 2025, Noli reported operating revenue of 3.215 billion CNY, a year-on-year decrease of 7.40%, while the net profit attributable to shareholders increased by 2.28% to 246 million CNY [2]. - Since its A-share listing, Noli has distributed a total of 1.167 billion CNY in dividends, with 533 million CNY distributed over the past three years [3]. Group 3: Shareholder Information - As of June 30, 2025, Noli had 19,000 shareholders, a decrease of 9.70% from the previous period, with an average of 13,585 circulating shares per shareholder, an increase of 10.74% [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the fifth largest, holding 5.6037 million shares, which is an increase of 1.6207 million shares compared to the previous period [3].

诺力股份 2025 年第二次临时股东会会议资料 证券代码：603611 证券简称：诺力股份 诺力智能装备股份有限公司 2025 年第二次临时股东会 会议资料 二〇二五年九月十五日 1 诺力股份 2025 年第二次临时股东会会议资料 根据《公司章程》由董事长丁毅先生或（在董事长不能主持时）由半数以上 董事推选的董事。 四、会议议程： 诺力智能装备股份有限公司 2025 年第二次临时股东会议程 一、会议召开时间： 1、现场会议时间：2025年9月15日（星期一）14:00。 2、投票方式：现场投票与网络投票相结合 3、网络投票时间：公司此次股东会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 会召开当日的 9:15-15:00。 二、现场会议召开地点： 浙江省长兴县太湖街道长州路528号公司办公楼201会议室。 三、会议主持人： （一）会前和会议开始阶段 2 1、参加现场会议的股东及股东代理人登记，参会人员签到； 2、主持人宣布会议开幕、介绍出席会议人员情况，宣读 ...

Core Viewpoint - Noli Co., Ltd. (603611.SH) announced a share reduction plan involving its controlling shareholder and senior management, indicating a potential shift in ownership dynamics and liquidity in the market [1][2]. Group 1: Shareholding Structure - The controlling shareholder and actual controller, Ding Yi, holds 72,567,657 shares, accounting for 28.17% of the total share capital [1]. - Vice Chairman and Deputy General Manager Ding Sheng holds 12,999,686 shares, representing 5.05% of the total share capital [1]. - General Manager and Director Mao Ying owns 5,985,000 shares, which is 2.32% of the total share capital [1]. - Director and Senior Executive Zhong Suoming possesses 1,163,500 shares, making up 0.45% of the total share capital [1]. Group 2: Reduction Details - Ding Yi and Mao Ying plan to reduce their holdings by up to 2% of the total share capital, equating to a maximum of 5,152,015 shares [2]. - Mao Ying intends to sell up to 25% of his holdings, which amounts to 1,496,250 shares, or 0.58% of the total share capital [2]. - Ding Yi aims to reduce his holdings by up to 5.04%, translating to 3,655,765 shares, or 1.42% of the total share capital [2]. - Ding Sheng plans to reduce his holdings by up to 1%, which is 2,576,007 shares [2]. - Zhong Suoming intends to sell up to 25% of his holdings, totaling 290,875 shares, or 0.11% of the total share capital [2]. Group 3: Financial Implications - Based on the closing price of 24.78 yuan on September 4, Ding Yi's potential cash-out is approximately 90.59 million yuan, while Mao Ying's is about 37.08 million yuan [2]. - Ding Sheng's potential cash-out is around 63.83 million yuan, and Zhong Suoming's is about 720.79 thousand yuan [2]. - The total potential cash-out for Ding Yi, Mao Ying, and Ding Sheng combined is approximately 191.50 million yuan [2]. Group 4: Historical Context - Ding Sheng has previously reduced his holdings, having cashed out over 153 million yuan cumulatively before this announcement [3]. - His shareholding has decreased to 5.05% following the recent reductions [3]. - Noli Co., Ltd. was established in 2000 and primarily engages in the logistics and warehousing industry, with a registered capital of 2.576 billion yuan [3].

Key Points - Zhonghuan Hailu terminated the planning of the change of company control and resumed trading [1][2] - Shida Shenghua plans to establish a subsidiary with an investment of 25 million yuan to build a 53,000 tons/year calcium chloride project [1] - Southeast Network Frame won a bid for approximately 1.686 billion yuan for the Pujiang Street Five Villages joint planning and development project [1] - Roman Co. intends to acquire 39.2308% equity of Wutong Gaoxin for 196 million yuan [1] - Torch Electronics completed a share repurchase, having repurchased shares worth 49.9907 million yuan [1] - Jiangling Motors reported cumulative sales of 226,500 vehicles from January to August, a year-on-year increase of 5.67% [1] - Wen's Co. reported August sales revenue of 2.956 billion yuan for broilers and 4.825 billion yuan for live pigs [2] - Some directors and senior management of Shanghai Caishi plan to increase their holdings by no less than 6 million yuan [1] - Actual controller of Gongdong Medical, Shi Huiyong, plans to reduce holdings by no more than 4.4099 million shares through block trading [1] - Shida Shenghua's subsidiary establishment and investment in the calcium chloride project indicates growth in the chemical industry [1]

Core Viewpoint - The announcement details the share reduction plan by the controlling shareholders and senior management of Noli Intelligent Equipment Co., Ltd, indicating a planned reduction of up to 2% of the total share capital through various trading methods [1][3]. Group 1: Shareholding Structure - As of the announcement date, the controlling shareholder and actual controller, Mr. Ding Yi, holds 72,567,657 shares, accounting for 28.17% of the total share capital. Mr. Ding Sheng, the vice chairman and vice general manager, holds 12,999,686 shares (5.05%). Ms. Mao Ying, the general manager and director, holds 5,985,000 shares (2.32%). Mr. Zhong Suoming, a director and senior management member, holds 1,163,500 shares (0.45%) [2]. Group 2: Reduction Plan Details - Mr. Ding Yi and Ms. Mao Ying plan to reduce their holdings by up to 5,152,015 shares, which is 2% of the total share capital. Ms. Mao Ying intends to reduce her holdings by up to 1,496,250 shares (0.58%), while Mr. Ding Yi plans to reduce by up to 3,655,765 shares (1.42%). Mr. Ding Sheng aims to reduce by up to 2,576,007 shares (1%), and Mr. Zhong Suoming plans to reduce by up to 290,875 shares (0.11%). The reduction period is set for three months starting 15 trading days after the announcement [3][4]. Group 3: Compliance and Commitments - The major shareholders have made commitments regarding their shareholding, including adhering to lock-up periods and ensuring that any reductions comply with relevant laws and regulations. They have also committed to announcing any reductions three trading days in advance [5][7].

Core Viewpoint - The announcement details the share reduction plan by the controlling shareholders and senior management of Noli Intelligent Equipment Co., Ltd., indicating a significant planned divestment of shares for personal financial needs [1][6]. Shareholding Structure - The controlling shareholder and actual controller, Mr. Ding Yi, holds 72,567,657 shares, accounting for 28.17% of the total share capital [1][3]. - Mr. Ding Sheng, the vice chairman and deputy general manager, holds 12,999,686 shares, representing 5.05% of the total share capital [1][5]. - Ms. Mao Ying, the general manager and director, holds 1,163,500 shares, which is 0.45% of the total share capital [1][5]. Reduction Plan Details - Mr. Ding Yi and Ms. Mao Ying plan to reduce their holdings by up to 1,496,250 shares, which is 1.42% of the total share capital, through block trading [1][6]. - Mr. Ding Sheng intends to reduce his holdings by up to 2,576,007 shares, representing 1% of the total share capital, via centralized bidding [1][6]. - Mr. Zhong Suoming plans to reduce his holdings by up to 290,875 shares, which is 0.11% of the total share capital, also through centralized bidding [6]. Reduction Timeline - The reduction period for all shareholders is set from September 26, 2025, to December 26, 2025 [6][7]. Reasons for Reduction - The primary reason for the share reduction is personal financial needs as stated by the shareholders [6][7]. Compliance and Commitments - The shareholders have committed to adhere to relevant laws and regulations regarding share reduction and will fulfill their disclosure obligations [7][8].

Group 1 - Shanghai Laishi's executives plan to collectively increase their holdings in the company by no less than 6 million yuan [1] - Noli Co., Ltd.'s actual controller and its concerted parties plan to reduce their holdings by no more than 3.11% [1] - Gongdong Medical's actual controller and concerted parties plan to reduce their holdings by no more than 3% [1] Group 2 - Jimin Health's actual controller's concerted party plans to reduce their holdings by no more than 3% [1] - Guoguang Chain's actual controller plans to reduce their holdings by no more than 2.99% [1] - Jiahe Meikang's Hongyun Jiukang plans to reduce their holdings by no more than 1% [1] Group 3 - Bolong Technology's supervisory board chairman plans to reduce their holdings by no more than 0.75% [1] - Changfei Optical Fiber's Yangtze Communication plans to reduce their holdings by no more than 0.15% [1] - Guoci Materials' shareholder Wang Hong plans to reduce their holdings by no more than 3 million shares [1]