上海市锦天城律师事务所 关于上海鸣志电器股份有限公司 法律意见书 上海市锦天城律师事务所 2025 年第二次临时股东大会 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 的 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 关于上海鸣志电器股份有限公司 2025 年第二次临时股东大会的法律意见书 致：上海鸣志电器股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海鸣志电器股份有限 公司（以下简称"公司"）委托，就公司召开 2025 年第二次临时股东大会（以 下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下 简称《公司法》）、《上市公司股东会规则》等法律、法规、规章和其他规范性 文件以及《上海鸣志电器股份有限公司章程》（以下简称《公司章程》）的有关 规定，出具本法律意见书。 为出具本法律意见书，本所律师对本次股东大会所涉及的相关事项进行了必 要的核查和验证，审查了本所律师认为出具该法律意见书所需审查的相关文件、 资料，并参加了公司本次股东大会的全过程。 鉴此， ...

Market Overview - The electric motor sector experienced a decline of 1.87% on the previous trading day, with Sanxie Electric leading the drop [1] - The Shanghai Composite Index closed at 3828.11, down 0.65%, while the Shenzhen Component Index closed at 13209.0, down 1.76% [1] Stock Performance - Xiangdian Co. (600416) saw a significant increase in its stock price, closing at 16.71 with a rise of 10.01% and a trading volume of 1.1642 million shares, amounting to 1.908 billion yuan [1] - Other notable performers included Ocean Electric (002249) with a 2.56% increase, and Jiadian Co. (000922) with a 1.27% increase [1] - Conversely, Sanxie Electric (920100) led the decline with a drop of 6.61%, closing at 70.91, with a trading volume of 35,800 shares and a turnover of 259 million yuan [2] Capital Flow - The electric motor sector experienced a net outflow of 831 million yuan from institutional investors, while retail investors contributed a net inflow of 826 million yuan [2] - The data indicates that retail investors were more active in the market, contrasting with the outflow from institutional investors [2] Individual Stock Capital Flow - Xiangdian Co. (600416) had a net inflow of 376 million yuan from institutional investors, while it faced a net outflow of 216 million yuan from speculative funds [3] - Ocean Electric (002249) reported a net inflow of 62.63 million yuan from institutional investors and a net inflow of 126 million yuan from speculative funds [3] - Jiadian Co. (000922) had a net inflow of 36.62 million yuan from institutional investors, while it faced a net outflow of 7.65 million yuan from speculative funds [3]

Market Performance - The electric motor sector increased by 1.38% on the previous trading day, with Mingzhi Electric leading the gains [1] - The Shanghai Composite Index closed at 3853.64, up 0.83%, while the Shenzhen Component Index closed at 13356.14, up 1.8% [1] Top Gainers - Mingzhi Electric (603728) closed at 80.31, up 10.00% with a trading volume of 281,000 shares and a transaction value of 2.157 billion [1] - Jiangsu Changli (300660) closed at 62.21, up 4.38% with a trading volume of 261,400 shares [1] - Weiguang Co. (002801) closed at 37.61, up 3.04% with a trading volume of 44,000 shares [1] Top Losers - Wolong Electric (600580) closed at 49.96, down 5.36% with a trading volume of 2,328,800 shares and a transaction value of 11.54 billion [2] - Huaxin Precision (603370) closed at 54.05, down 3.86% with a trading volume of 80,900 shares [2] - Xiangdian Co. (600416) closed at 15.86, down 3.35% with a trading volume of 987,700 shares [2] Capital Flow - The electric motor sector experienced a net outflow of 1.175 billion from institutional investors, while retail investors saw a net inflow of 1.059 billion [2] - The overall capital flow indicates a mixed sentiment among different investor types within the electric motor sector [2] Individual Stock Capital Flow - Mingzhi Electric saw a net inflow of 425 million from institutional investors, while retail investors had a net outflow of 178 million [3] - Jiangsu Changli experienced a net inflow of 101 million from institutional investors, with retail investors also showing a net outflow [3] - Zhaowei Electromechanical (003021) had a net inflow of 62 million from institutional investors, while retail investors faced a net outflow of 4.662 million [3]

Core Viewpoint - Mingzhi Electric has shown a significant increase in stock price this year, with a year-to-date rise of 38.12%, despite a recent decline in the last five trading days [1][2]. Company Overview - Mingzhi Electric, established on July 7, 1998, and listed on May 9, 2017, is located in Shanghai and focuses on research and development in motion control and intelligent power supply systems [1]. - The company's main business revenue composition includes: 83.60% from control motors and their drive systems, 8.39% from trade products, 6.90% from power and lighting system control, 1.07% from equipment status management systems, and 0.03% from other sources [1]. Financial Performance - For the first half of 2025, Mingzhi Electric achieved a revenue of 1.315 billion yuan, representing a year-on-year growth of 3.92%, while the net profit attributable to shareholders decreased by 32.66% to 26.95 million yuan [2]. - The company has distributed a total of 170 million yuan in dividends since its A-share listing, with 56.26 million yuan distributed over the past three years [3]. Shareholder Information - As of June 30, 2025, the number of shareholders increased by 18.97% to 54,600, while the average circulating shares per person decreased by 15.94% to 7,678 shares [2]. - The top ten circulating shareholders include significant entities such as Hong Kong Central Clearing Limited and Huaxia CSI Robotics ETF, with notable changes in their holdings [3].

Group 1 - The core viewpoint of the news is that Mingzhi Electric has seen a significant stock price increase of 5.82%, reaching 77.26 CNY per share, with a trading volume of 9.02 billion CNY and a market capitalization of 32.363 billion CNY [1] - Mingzhi Electric, established on July 7, 1998, and listed on May 9, 2017, focuses on the research and development of core technologies and system-level solutions in the fields of motion control and intelligent power [1] - The company's main business revenue composition includes: 83.60% from control motors and their drive systems, 8.39% from trade products, 6.90% from power and lighting system control, 1.07% from equipment status management systems, and 0.03% from other sources [1] Group 2 - In terms of fund holdings, the Invesco Great Wall Fund has a significant position in Mingzhi Electric, with the Invesco Great Wall National Robot Industry ETF (159559) holding 296,900 shares, accounting for 3.19% of the fund's net value, making it the eighth largest holding [2] - The Invesco Great Wall National Robot Industry ETF (159559) was established on November 30, 2023, with a latest scale of 535 million CNY, and has achieved a year-to-date return of 40.59% [2] - The fund has a one-year return of 100.03%, ranking 581 out of 3,814 in its category, and a since inception return of 47.9% [2]

Market Performance - The electric motor sector increased by 1.39% compared to the previous trading day, with Dayang Electric leading the gains [1] - The Shanghai Composite Index closed at 3828.58, up 0.22%, while the Shenzhen Component Index closed at 13157.97, up 0.67% [1] Key Stocks in Electric Motor Sector - Dayang Electric (002249) closed at 10.63, up 10.04%, with a trading volume of 238.37 thousand and a transaction value of 2.458 billion [1] - Kangping Technology (300907) closed at 39.49, up 3.38%, with a trading volume of 52.4 thousand and a transaction value of 207 million [1] - Zhaowei Electromechanical (003021) closed at 141.46, up 2.92%, with a trading volume of 92.9 thousand and a transaction value of 1.303 billion [1] - Other notable stocks include Wolong Electric Drive (600580) with a closing price of 51.80, up 1.57%, and a transaction value of 11.023 billion [1] Fund Flow Analysis - The electric motor sector experienced a net outflow of 93.3008 million from institutional investors, while retail investors saw a net inflow of 83.6059 million [2] - Dayang Electric had a net inflow of 45.4 million from institutional investors, but a net outflow of 21.6 million from speculative funds [3] - Kangping Technology had a net inflow of 12.6756 million from institutional investors, but a net outflow of 17.3432 million from retail investors [3]

Group 1 - The electric motor sector increased by 2.23% on the previous trading day, with China Electric Motor leading the gains [1] - The Shanghai Composite Index closed at 3831.66, down 1.15%, while the Shenzhen Component Index closed at 13075.66, down 1.06% [1] - Notable performers in the electric motor sector included China Electric Motor with a closing price of 31.86, up 10.01%, and Wolong Electric Drive with a closing price of 56.67, up 9.61% [1] Group 2 - The electric motor sector experienced a net outflow of 1.776 billion yuan from institutional investors, while retail investors saw a net inflow of 1.643 billion yuan [2] - The individual stock performance showed significant variations, with some stocks like Huayang Intelligent and Xiangming Intelligent experiencing declines of 6.30% and 5.85% respectively [2] - The overall trading volume in the electric motor sector was substantial, with Wolong Electric Drive recording a transaction amount of 17.167 billion yuan [1][2] Group 3 - The main capital inflow and outflow data indicated that Huaxin Precision and Keli'er had net inflows of 95.446 million yuan and 60.8365 million yuan respectively, while other stocks like Jiangte Electric experienced a net outflow [3] - The data reflects a mixed sentiment among investors, with institutional investors showing a tendency to withdraw funds while retail investors continued to invest [3] - The overall market dynamics suggest a cautious approach from institutional investors amidst fluctuating stock performances in the electric motor sector [3]

Group 1 - The "Second Golden Kylin Best Investment Advisor Selection" event is currently ongoing, with over 3,000 professional investment advisors participating in simulated trading competitions [1][4] - The event aims to provide a platform for investment advisors to showcase their capabilities and enhance communication with the public, thereby promoting the healthy development of China's wealth management industry [1] Group 2 - The top 10 stocks by purchase frequency on September 17 include 华胜天成 (Huasheng Tiancai), 协创数据 (Xiechuang Data), and 绿的谐波 (Green Harmonics) [1] - The top 10 stocks by purchase amount on September 17 include 胜宏科技 (Shenghong Technology), 双环传动 (Shuanghuan Transmission), and 汉宇集团 (Hanyu Group) [2] - The data for the top purchased stocks and ETFs is based on the frequency and amount of purchases made by all participating advisors [3]

Group 1 - The National Robot Industry Index (980022) has seen a strong increase of 2.65%, with key stocks such as Aopu Optoelectronics (002338) rising by 10.01%, Hanwei Technology (300007) by 8.18%, and Ecovacs (603486) by 7.72% [1] - Recent catalysts for the robotics sector include Tesla's V3 lightweight and integrated design set for mass production in early 2026, with supply chain notifications already received for Q1 2026 [1] - The sensor market is also advancing, with Amperon’s six-dimensional silicon-based solution samples sent in September, and a projected profit of 4.5 billion yuan from 1 million units sold [1] Group 2 - The global humanoid robot shipment is projected to reach 100,000 units by 2026 and 1 million units by 2030, with the core component market expected to grow from 20 billion yuan to 200 billion yuan, reflecting a CAGR of 58% [2] - CITIC Construction Investment Securities highlights that the humanoid robot sector is entering a period of intensive catalysts, with ongoing product launches and domestic supply chain developments [2] - The top ten weighted stocks in the National Robot Industry Index account for 41.12% of the index, with companies like Stone Technology (688169) and Ecovacs (603486) among the leaders [2]

Market Performance - The electric motor sector increased by 4.25% compared to the previous trading day, with Kangping Technology leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Top Gainers in Electric Motor Sector - Kangping Technology (300907) closed at 39.98, up 16.36% with a trading volume of 108,200 shares and a transaction value of 409 million [1] - Jiangsu Changli (300660) closed at 66.19, up 14.16% with a trading volume of 454,900 shares and a transaction value of 2.673 billion [1] - Dayang Electric (002249) closed at 10.34, up 10.00% with a trading volume of 2.8172 million shares and a transaction value of 2.763 billion [1] Other Notable Performers - Mingzhi Electric (603728) closed at 78.15, up 6.05% with a trading volume of 125,500 shares and a transaction value of 1.935 billion [1] - Weiguang Co., Ltd. (002801) closed at 38.15, up 5.59% with a trading volume of 77,900 shares and a transaction value of 292 million [1] Market Capital Flow - The electric motor sector saw a net inflow of 18.2663 million from institutional investors, while retail investors contributed a net inflow of 26.9 million [2] - The sector experienced a net outflow of 287 million from speculative funds [2] Individual Stock Fund Flow - Dayang Electric (002249) had a net inflow of 35.2 million from institutional investors, while it faced a net outflow of 155 million from speculative funds [3] - Zhaowei Electromechanical (003021) recorded a net inflow of 22 million from institutional investors, with a net outflow of 75.8594 million from speculative funds [3] - Kangping Technology (300907) had a net inflow of 20.174 million from institutional investors, while it faced a net outflow of 13.4122 million from speculative funds [3]