上海市通力律师事务所 关于苏州上声电子股份有限公司 2024 年年度股东大会的法律意见书 致: 苏州上声电子股份有限公司 上海市通力律师事务所(以下简称"本所")接受苏州上声电子股份有限公司(以下简称 "公司")的委托, 指派本所黄新淏律师、陈理民律师(以下简称"本所律师")根据《中华人 民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规范 性文件(以下统称"法律法规")及《苏州上声电子股份有限公司章程》(以下简称"公司章 程")的规定就公司 2024 年年度股东大会(以下简称"本次股东大会")相关事宜出具法律 意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了核 查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有签 署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有效 的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见, 并 不 ...

Core Viewpoint - The company, UpSound Electronics, is accelerating its production expansion by issuing convertible bonds to raise up to 330 million yuan, primarily for upgrading speaker manufacturing technology and industrializing vehicle digital audio-visual technology [1][2]. Funding Utilization - Approximately 78.79% of the raised funds, around 260 million yuan, will be allocated to the speaker intelligent manufacturing technology upgrade project, which has a total investment of about 374 million yuan [2]. - The project aims to upgrade outdated production lines at the company's Suzhou headquarters and purchase highly automated production and testing equipment over a three-year construction period [2]. Market Position and Growth - UpSound Electronics holds the leading market share in vehicle speaker products among domestic suppliers, with global market shares projected to increase from 12.95% in 2022 to 15.24% in 2024 for passenger and light commercial vehicles [2]. - The company has established a diverse client base, including major automotive manufacturers such as Geely, Chery, Ford, and BMW [2]. R&D Investment and Innovation - The company has consistently increased its R&D investment, totaling 573 million yuan from 2020 to 2024, with annual expenditures rising each year [5]. - The company plans to invest 20 million yuan in the vehicle digital audio-visual technology industrialization project, which will focus on developing advanced technologies to meet the growing demand for automotive intelligence [3][5]. Financial Performance - UpSound Electronics has shown a steady increase in revenue and net profit from 2021 to 2024, with revenues rising from 1.302 billion yuan to 2.776 billion yuan and net profits increasing from 60.67 million yuan to 235 million yuan [4]. - Despite a revenue increase of 6.4% in Q1 2025, net profit declined by 53.27% due to initial operational challenges at the Hefei factory and reduced government subsidies [6].

Core Viewpoint - The company plans to issue convertible bonds to raise up to 330 million yuan for two main projects: upgrading speaker manufacturing technology and industrializing in-vehicle digital audio and video technology [1][2]. Group 1: Project Details - The funds will primarily be allocated to two projects: 1. Speaker Intelligent Manufacturing Technology Upgrade Project with a total investment of 374 million yuan, using 260 million yuan from the raised funds, and a construction period of 3 years. This project aims to upgrade old production lines at the company's Suzhou headquarters with high automation equipment to enhance product consistency and production efficiency while reducing costs [2]. 2. In-Vehicle Digital Audio and Video Technology Industrialization Project with a total investment of 21.465 million yuan, using 20 million yuan from the raised funds, and a construction period of 2 years. This project will leverage existing R&D mechanisms and introduce advanced equipment to develop new LCD display materials for streaming rearview mirrors, AI amplifier systems, and digital speaker ASIC chips [2]. Group 2: Financial Performance - In 2024, the company expects speaker revenue to reach 2.05 billion yuan, a year-on-year increase of 10.84%, accounting for 73.84% of total revenue. Amplifier revenue is projected at 534 million yuan, up 47.97%, making up 19.23% of total revenue. AVAS revenue is anticipated to be 121 million yuan, a 40.10% increase, representing 4.35% of total revenue [3]. - The company has maintained a strong market share in the automotive speaker sector, with global market shares of 12.95%, 13.11%, and 15.24% from 2022 to 2024, and domestic market shares of 20.66%, 23.32%, and 25.42% during the same period [3]. Group 3: Expansion and Market Trends - The company is advancing its production line upgrades in Czech Republic and Mexico to enhance overseas delivery capabilities and reduce supply chain risks. The new factory in Hefei has completed basic construction and will begin trial production and small batch deliveries this year [4]. - The trend towards electric and intelligent vehicles positions in-vehicle acoustics as a preferred choice for smart cockpit enhancements. The company is expected to benefit from this trend, with projected revenues of 3.256 billion yuan, 3.844 billion yuan, and 4.373 billion yuan from 2025 to 2027, alongside net profits of 246 million yuan, 413 million yuan, and 559 million yuan respectively [5][6].

Investment Rating - The report maintains a "Recommended" rating for the company [6] Core Views - The company plans to raise up to 330 million yuan through a convertible bond issuance to fund two major projects: the intelligent manufacturing technology upgrade for speakers and the industrialization of in-vehicle digital audio and video technology [1][2] - The speaker business remains robust, with projected revenue of 205 billion yuan in 2024, a year-on-year increase of 10.84%, while the amplifier revenue is expected to reach 53.4 billion yuan, showing a significant growth of 4797% [3] - The company is expanding its production capacity and enhancing its overseas operations, particularly in Czech Republic and Mexico, to reduce supply chain risks and meet increasing demand [4] Summary by Sections Project Funding and Utilization - The convertible bond proceeds will be allocated to two projects: 1. Intelligent manufacturing technology upgrade for speakers with a total investment of 374 million yuan, using 260 million yuan from the bond [2] 2. Industrialization of in-vehicle digital audio and video technology with a total investment of 21.465 million yuan, utilizing 20 million yuan from the bond [2] Revenue and Market Position - The company is expected to maintain a strong market position in the automotive speaker sector, with market shares of 12.95%, 13.11%, and 15.24% in the global market from 2022 to 2024, and 20.66%, 23.32%, and 25.42% in the domestic market [3] - The company is focusing on increasing R&D investments to strengthen its existing advantages in automotive speakers while developing new automotive electronic products [3] Financial Projections - Revenue projections for 2025, 2026, and 2027 are 325.6 billion yuan, 384.4 billion yuan, and 437.3 billion yuan respectively, with net profits expected to be 24.6 billion yuan, 41.3 billion yuan, and 55.9 billion yuan [5][10] - The report anticipates a steady growth in earnings per share (EPS) from 1.51 yuan in 2025 to 3.43 yuan in 2027, with corresponding price-to-earnings (PE) ratios of 19, 11, and 8 [5][10]

Group 1 - Shengyi Electronics plans to repurchase shares with a total amount between 50 million and 100 million yuan, at a price not exceeding 43.02 yuan per share, for employee stock ownership plans [1] - Guoyao Modern's subsidiary has passed the consistency evaluation for the quality and efficacy of a generic drug, which is used for treating severe infections [1] - Tianhe Magnetic Materials' subsidiaries have obtained project filing notices for high-performance rare earth permanent magnet projects, with total investments of 100 million yuan and 50 million yuan respectively [1][2] Group 2 - Dream Lily intends to repurchase shares with an amount between 85 million and 170 million yuan, at a price not exceeding 10.90 yuan per share, supported by a loan commitment of up to 150 million yuan [3] - Weifu High-Tech has received a loan commitment of up to 135 million yuan from a financial institution for share repurchase [3] Group 3 - Lu'an Environmental Energy reported a coal sales volume of 4.51 million tons in April, a year-on-year increase of 17.75% [5] - *ST Tianshan reported a significant decline in livestock sales and revenue, with a revenue of 70,500 yuan in April, down 95.68% year-on-year [7] Group 4 - Feirongda announced a cash dividend of 0.38 yuan per 10 shares, with a total distribution of 21.9 million yuan [8] - Zhejiang Rongtai's shareholders and executives plan to reduce their holdings by up to 1.93% of the company's shares [9] Group 5 - Changhua Group's subsidiary won the land use rights for an industrial site in Ningbo for 27.05 million yuan, intended for manufacturing and related business [11] - Zejing Pharmaceutical's new drug application for a treatment for severe alopecia has been accepted by the regulatory authority [13][14] Group 6 - Hainan Mining plans to distribute a cash dividend of 0.8 yuan per 10 shares, totaling 1.59 billion yuan [15] - China Jushi plans to distribute a cash dividend of 0.24 yuan per share, totaling 9.61 billion yuan [16] Group 7 - Zhengzhong Design's subsidiary has obtained a utility model patent for an acrylic signage guide [18] - Rundu Co., Ltd. received approval for a veterinary drug product, which is intended for treating bacterial diseases in livestock [20] Group 8 - Emei Mountain A announced the resignation of its general manager due to work reasons [22] - Tonghua Dongbao's insulin injection has received a registration certificate in Nicaragua, allowing for sales in that market [23] Group 9 - Dizu Fashion's subsidiary has completed the registration of a private equity investment fund [24] - Ningbo Gaofa plans to increase capital by 60 million yuan in its subsidiary for operational needs [26] Group 10 - Haichuan Intelligent has obtained two utility model patents for material handling devices [27] - Newland's subsidiary signed a deep cooperation agreement with Alibaba Cloud for AI model applications [29] Group 11 - Rui Neng Technology's controlling shareholder plans to reduce its stake by up to 2.89% [30] - Guomai Culture intends to repurchase shares between 50 million and 100 million yuan for capital reduction [31] Group 12 - Shaanxi Construction won major construction projects totaling 7.88 billion yuan in April [32] - Hanyu Pharmaceutical signed a joint development agreement for a new peptide drug with a partner [34] Group 13 - Yunnan Copper is planning to acquire a 40% stake in Liangshan Mining, leading to a stock suspension [35] - Haizheng Pharmaceutical plans to repurchase shares between 50 million and 100 million yuan for employee stock ownership [36] Group 14 - Tianqiao Hoisting's controlling shareholder plans to increase its stake by 75 million to 150 million yuan [37] - Tiandi Online's controlling shareholder is transferring shares to introduce a strategic investor [38] Group 15 - Hongchang Technology plans to invest 15 million yuan in a joint venture with a partner [39] - Rabbit Baby's subsidiary is preparing for an IPO in Hong Kong [41] Group 16 - Wol Nuclear Materials is planning to issue H-shares for listing in Hong Kong [42] - Tangyuan Electric plans to raise up to 864 million yuan through a private placement for various projects [43] Group 17 - Tongrun Equipment's major shareholders plan to reduce their holdings by up to 2% [44] - Linzhou Heavy Machinery plans to raise up to 600 million yuan through a private placement [46] Group 18 - China Merchants Securities announced the resignation of its vice president [47] - Shangsheng Electronics plans to issue convertible bonds to raise up to 330 million yuan for various projects [48] Group 19 - Longda Co., Ltd.'s major shareholder plans to reduce its stake by up to 1% [49] - China Medical plans to acquire 100% of Jinsui Technology for 302 million yuan [50] Group 20 - Silek has signed a strategic cooperation agreement with a battery manufacturer [51] - Boyun New Materials' major shareholder plans to reduce its stake by up to 3% [53]

Investment Rating - The report maintains a "Recommended" rating for the company, with a target price based on a closing price of 28.07 CNY per share on May 12, 2025 [6]. Core Viewpoints - The company is set to raise up to 330 million CNY through a convertible bond issuance to fund two major projects: the smart manufacturing technology upgrade for speakers and the industrialization of automotive digital audio and video technology [1][2]. - The speaker business remains robust, with projected revenue of 2.05 billion CNY in 2024, reflecting a year-on-year growth of 10.84%. The company is also seeing rapid growth in its amplifier and AVAS product lines, with respective revenue increases of 47.97% and 40.10% [3]. - The company is expanding its production capabilities both domestically and internationally, with ongoing projects in the Czech Republic and Mexico to enhance delivery capabilities and reduce supply chain risks [4]. Summary by Sections Funding and Projects - The convertible bond proceeds will primarily support two projects: 1. Smart manufacturing technology upgrade for speakers, with a total investment of 374 million CNY and a planned use of 260 million CNY from the bond proceeds over a 3-year construction period [2]. 2. Industrialization of automotive digital audio and video technology, with a total investment of 21.465 million CNY and a planned use of 20 million CNY from the bond proceeds over a 2-year construction period [2]. Revenue and Market Position - The company is expected to maintain a strong market position in the automotive speaker sector, with market shares increasing from 12.95% in 2022 to 15.24% in 2024 in the global market, and from 20.66% to 25.42% in the domestic market during the same period [3]. Financial Projections - Revenue projections for 2025-2027 are 3.256 billion CNY, 3.844 billion CNY, and 4.373 billion CNY respectively, with net profits expected to be 246 million CNY, 413 million CNY, and 559 million CNY [5][10]. - The earnings per share (EPS) are projected to grow from 1.51 CNY in 2025 to 3.43 CNY in 2027, with corresponding price-to-earnings (PE) ratios of 19, 11, and 8 [5][10].

Core Viewpoint - The company, Shangsheng Electronics, announced a plan to issue convertible bonds to unspecified investors, aiming to raise a total of up to 330 million yuan for various projects and working capital [1][2]. Group 1: Convertible Bond Issuance - The company plans to issue convertible bonds with a face value of 100 yuan each, with a total issuance amount not exceeding 330 million yuan [2][4]. - The bonds will have a term of six years and will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [1]. - The initial conversion price will be determined based on the average trading price of the company's stock over the 20 trading days prior to the announcement [1][2]. Group 2: Fund Allocation - The raised funds will be allocated to three main projects: 1. Speaker Intelligent Manufacturing Technology Upgrade Project with a total investment of 37.41 million yuan, using 26 million yuan from the raised funds [3]. 2. In-vehicle Digital Audio and Video Technology Industrialization Project with a total investment of 2.15 million yuan, using 2 million yuan from the raised funds [3]. 3. Supplementing working capital with 5 million yuan from the raised funds [3]. - The total investment for these projects amounts to 44.55 million yuan, with the raised funds covering 33 million yuan [3]. Group 3: Financial Performance - In the first quarter of 2025, the company reported a revenue of 636 million yuan, a year-on-year increase of 6.4% [5]. - The net profit attributable to shareholders decreased by 53.27% to 27.33 million yuan [5]. - The net cash flow from operating activities was reported at 77.63 million yuan [5].

Fundraising Plan - The company plans to raise a total of 330 million yuan through the issuance of convertible bonds, with a total investment of 445.55 million yuan allocated to various projects [1] - The company will initially invest using its own funds if the actual net amount raised is less than the planned investment amount, and will adjust the investment amounts accordingly [1] Market Background - The global electric vehicle (EV) market is experiencing rapid growth, with global sales expected to reach 18.24 million units in 2024, a year-on-year increase of 24.4% [2] - In China, EV production and sales are projected to reach 12.89 million and 12.87 million units respectively in 2024, with year-on-year growth rates of 34.4% and 35.5% [2] - The proportion of new energy vehicles in total new car sales is expected to rise to 40.9% in 2024, significantly exceeding the 20% target set for 2025 in the national development plan [2] Demand for Acoustic Products - The rapid development of the EV market is driving demand for automotive acoustic products such as speakers, subwoofers, and amplifiers [2][3] - Consumers are increasingly prioritizing in-car entertainment experiences, leading to higher expectations for sound quality and personalization in automotive acoustic systems [2][3] Project Details Speaker Intelligent Manufacturing Technology Upgrade Project - The project aims to invest 374.08 million yuan to upgrade outdated production lines at the company's Suzhou headquarters, enhancing automation and efficiency [4][5] - The company holds the leading market share in automotive speakers in China, with a global market share of 15.24% projected for 2024 [5][6] - Upgrading production lines is essential for maintaining competitiveness and meeting rising market demands for higher quality speakers [5][6] Vehicle Digital Audio-Video Technology Industrialization Project - An investment of 21.47 million yuan is planned for the development of new technologies such as AI amplifiers and digital speaker ASIC chips [9][10] - The project aims to enhance the company's R&D capabilities and align with the trend of increasing integration and intelligence in automotive systems [10][11] Industry Support and Technological Foundation - National policies are strongly supporting the development of the automotive acoustic industry, providing a solid foundation for project implementation [7][8] - The company has a rich technical reserve and a strong R&D framework, including multiple patents and research centers, which supports the project's success [7][8] Financial Impact - The fundraising will enhance the company's capital strength and improve its ability to respond to market demands, thereby increasing competitiveness and profitability [16][17] - The issuance of convertible bonds is expected to optimize the company's capital structure and reduce financial risks over time [16][17]

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders, and has proposed measures to mitigate this impact [1][5][6]. Financial Impact Analysis - The issuance of convertible bonds is expected to affect key financial metrics, with specific assumptions made for the analysis, including net profit scenarios of 0%, 5%, and 10% growth [2][3][4]. - The projected net profit attributable to the parent company for 2025 is 235.1738 million yuan, with similar figures for 2026 under different growth assumptions [2][4]. Use of Proceeds - The funds raised will be invested in projects that enhance the company's core competitiveness and sustainable development, focusing on upgrading production lines and establishing advanced R&D laboratories [7][8]. Company Background - The company is a leading supplier of automotive acoustic products in China, with a strong client base including major automotive manufacturers [9]. Measures to Mitigate Dilution - The company has outlined several measures to protect shareholder interests, including improving operational efficiency, ensuring proper management of raised funds, and maintaining a stable profit distribution policy [10][11][12]. - Commitments from major shareholders and management have been made to ensure the effectiveness of these measures [12][13].

Company Announcements - Zhaowei Electromechanical plans to reduce its shareholding by no more than 1.5%, equating to approximately 3.6 million shares [1] - China CNR Corporation has signed several major contracts totaling approximately 54.74 billion yuan, representing about 22.2% of its expected revenue for 2024 [2] - Yunnan Copper is planning to acquire a 40% stake in Liangshan Mining, leading to a temporary suspension of its stock [2] - Sunshine Nuohua intends to acquire 100% of Langyan Life, with its stock set to resume trading [3] - Wolong Materials is planning to issue H-shares and apply for a listing on the Hong Kong Stock Exchange [3] - Hanyu Pharmaceutical has signed a joint development agreement for a novel peptide drug targeting metabolic diseases [3] - Lijun Co. confirms that its operations are normal and there are no undisclosed significant matters [3] Investments & Acquisitions - China Medical plans to acquire 100% of Jinsui Technology for 302 million yuan [4] - Shuangyi Technology intends to acquire 100% of Marky Industries for 18 million AUD, along with specific assets [5] Strategic Partnerships - Sileck has signed a strategic cooperation agreement with Lihua Power for the development of large cylindrical batteries [6] - Hongchang Technology plans to invest 15 million yuan in a humanoid robot industry chain company [7] - Macroview Technology is establishing a wholly-owned subsidiary focused on artificial intelligence [8] - Yihua Jiaye has signed a strategic cooperation framework agreement with Hanyu Pharmaceutical and Hanyu Health to develop a sleep health ecosystem [9] - Wanda Film is investing in Lezi Tiancheng and will engage in strategic cooperation in IP toy product development [10] Shareholding Changes - Tiandi Online's controlling shareholder is transferring 6.97% of its shares to introduce a strategic investor [12] - Longjiang Transportation plans to reduce its shareholding by no more than 3% [13] - Boyun New Materials intends to reduce its shareholding by no more than 3% [14] - Tongrun Equipment's major shareholder plans to reduce its stake by no more than 2% [15] Financing & Capital Increase - Tangyuan Electric plans to raise no more than 864 million yuan through a private placement [16] - Shangsheng Electronics intends to issue convertible bonds to raise up to 330 million yuan [17] Other Developments - Xianju Pharmaceutical has obtained a domestic production registration certificate for Dydrogesterone tablets [18] - Rongchang Bio has received a clinical trial application acceptance notice for its antibody-drug conjugate RC278 [19] - Jiangsu Leili's subsidiary Dingzhi Technology is implementing a stock incentive plan [20]