2024 年度股东大会的 北京金诚同达（沈阳）律师事务所 关于 沈阳机床股份有限公司 法 律 意 见 书 金证法意[2025]字 0528 第 001 号 中国﹒沈阳市沈河区友好街 10 号 新地中心 1 号楼 61 层 电话：86-24-23342988 传真：86-24-23341677 沈机股份 2024 年度股东大会法律意见书 北京金诚同达（沈阳）律师事务所 关于 沈阳机床股份有限公司 2024 年度股东大会的法律意见书 金证法意[2025]字 0528 第 001 号 致：沈阳机床股份有限公司 北京金诚同达（沈阳）律师事务所（以下简称"本所"）接受沈阳机床股份有限 公司（以下简称"贵公司"）的委托，指派本所冯宁律师、黄潇然律师（以下简称"本 所律师"）出席贵公司 2024 年度股东大会（以下简称"本次股东大会"）并对会议的 相关事项出具法律意见。 本所律师根据《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》"）、《上市公司股东大会规则》（以 下简称"《股东大会规则》"）、《深圳证券交易所上市公司股东大会网络投票实施 细则》（以下简称"《网络投票实施 ...

Company Overview - Shenyang Machine Tool's stock price increased by 2.02% to 7.06 yuan as of May 23, 2025, with a total market capitalization of 14.577 billion yuan, ranking 12th in the general equipment sector and 1046th in the A-share market [1] Recent Developments - The company has received approval from the China Securities Regulatory Commission for a major asset restructuring, which aims to optimize and enrich its product matrix, enhancing market competitiveness and profitability [2] - The company is actively working on business changes, asset delivery, and fundraising related to the restructuring [2] Product Strategy - The company is focusing on restoring classic products and developing flagship products, with plans for comprehensive solutions to expand market opportunities [3] - Future product expansion will include high-end CNC machine tools and heavy hydraulic forming machine tools, enhancing the product matrix and market competitiveness [4] Industry Outlook - The machine tool industry is expected to experience significant growth driven by policy support, upgrading market demand, and technological innovation, particularly in key sectors like new energy vehicles and aerospace [5] Current Applications - The company's product family includes horizontal lathes, vertical lathes, horizontal machining centers, vertical machining centers, and specialized automatic lines, primarily serving the automotive, general machinery, and consumer electronics sectors [6] Performance Improvement Initiatives - In 2025, the company plans to strengthen strategic coordination, focus on product upgrades and structural adjustments, and accelerate its move towards mid-to-high-end markets [7] - The company aims to enhance quality management and deepen lean management practices to maximize operational efficiency [8]

Core Viewpoint - Shenyang Machine Tool is focusing on enhancing its core competitiveness and expanding its market presence in the high-end machine tool sector, particularly in the fields of new energy vehicles and aerospace [1][2][3] Group 1: Company Overview - Shenyang Machine Tool operates in the equipment manufacturing industry, which is a crucial sector for the national economy and strategic industries [1] - The company has developed specialized solutions in the new energy vehicle sector, including friction welding machines and five-axis machining centers, showcasing significant market competitiveness [1] - The company also provides key functional components for the machine tool industry, ensuring self-sufficiency in critical parts [1] Group 2: Strategic Initiatives - The company aims to maximize operational efficiency by focusing on product upgrades, structural adjustments, and targeting specific industries and key clients [2] - Plans include enhancing quality management and establishing a stable supply chain to support product and efficiency transformations [2] - The company is committed to high-end transformation and the development of new productive forces to achieve high-quality growth [2] Group 3: Major Asset Restructuring - Shenyang Machine Tool has received approval from the China Securities Regulatory Commission for a significant asset restructuring, which will optimize its product matrix and enhance market competitiveness [3] - The restructuring involves acquiring 100% stakes in several subsidiaries, with plans to raise up to 1.7 billion yuan for various projects, including high-end CNC machining centers and intelligent upgrades [2][3] - The restructuring is expected to strengthen the company's high-end CNC machine tool offerings and improve service capabilities in key downstream sectors such as aerospace and automotive [3]

Group 1: Company Overview - Shenyang Machine Tool Co., Ltd. was established in May 1993 and listed on the Shenzhen Stock Exchange in July 1996, recognized as a national key high-tech enterprise [1] - The company specializes in equipment manufacturing, focusing on core components and providing key functional parts for the machine tool industry [1] Group 2: Major Asset Restructuring - The major asset restructuring has received approval from the China Securities Regulatory Commission, aimed at optimizing the product matrix and enhancing market competitiveness and profitability [2] - The restructuring will support the recovery of classic products and the development of flagship products, with plans for comprehensive solutions to expand market space [3] Group 3: Product Development Plans - Future product expansion includes high-end CNC machine tools and heavy hydraulic forming machine tools, enhancing the product matrix and market competitiveness [4] - The company aims to improve industry adaptability of complete machine products, focusing on key downstream sectors such as aerospace, new energy, automotive, and construction machinery [4] Group 4: Industry Outlook - The machine tool industry is expected to experience significant growth driven by policy support, upgraded market demand, and technological innovation, particularly in the new energy vehicle and aerospace sectors [5] - The domestic production rate is continuously increasing, indicating a growing demand for high-end machine tools [5] Group 5: Current Product Family and Market Focus - The current product family includes horizontal lathes, vertical lathes, horizontal machining centers, vertical machining centers, and specialized automatic lines, primarily serving the automotive, general machinery, and consumer electronics sectors [6] - The company is actively expanding into emerging fields [6] Group 6: Performance Improvement Measures - In 2025, the company will focus on steady progress, enhancing strategic coordination, and maximizing operational efficiency through product upgrades and structural adjustments [7] - Key initiatives include targeting niche markets, strengthening quality management, and improving supply chain efficiency to bolster core competitiveness [8]

Group 1 - The "Factory BA" basketball tournament in Shenyang showcases the industrial spirit and craftsmanship of the region, featuring 42 teams composed of workers and engineers from various industries [1][3][6] - The event is supported by multiple local government bodies, emphasizing its significance in promoting Shenyang's industrial culture and community engagement [3][6] - The opening ceremony included a powerful performance of "We Workers Have Power," symbolizing the unity and strength of the industrial workforce [4][5] Group 2 - The tournament features teams from well-known industrial enterprises, highlighting the presence of over 3,300 industrial companies in the Tiexi District, which is a vital part of Shenyang's economic landscape [3][8] - The opening match between the previous champion and runner-up not only serves as a friendly competition but also ignites passion and pride among the participants and spectators [6][8] - The event aims to honor the labor spirit and craftsmanship, positioning it as a new journey for revitalization in the Tiexi District [6][8]

Group 1: Market Dynamics - The registration pace has significantly accelerated, with a total of 594 projects currently under review, an increase of 2 from the previous period[6] - In the last two weeks, 18 new private placement projects were added, a decrease of 6 from the previous period, while 7 projects were terminated, also down by 6[6] - The average time from proposal to approval has shortened to 233 days, with a 100% approval rate for projects reviewed in the last two weeks[18] Group 2: Fundraising and Pricing - Two competitive bidding projects raised a total of 1.386 billion yuan, a decrease of 88.08% from the previous period, with a full subscription rate of 100%[32] - The average base discount rate for competitive bidding projects increased by 3.05 percentage points to 11.95%[32] - The average market discount rate for these projects rose by 3.73 percentage points to 12.76%[32] Group 3: Performance Analysis - Among the six competitive bidding projects that were unlocked, 66.67% had positive returns, a decrease of 33.33 percentage points from the previous period[43] - The average absolute return on the unlock date for these projects was 23.62%, down by 6.16 percentage points[43] - For four pricing projects, the average absolute return was -20.52%, a significant drop of 96.50 percentage points from the previous period[49] Group 4: Risk Factors - Risks include slower-than-expected review progress, fluctuations in secondary market stock prices, and changes in the competitive bidding environment[54]

Financial Performance - In Q1 2025, the company's total operating revenue increased by 0.46% year-on-year, while the net profit attributable to shareholders grew by 21.70% year-on-year [1] - The company has not distributed dividends to shareholders for over ten years, and its performance has been declining without government subsidies [2] Strategic Initiatives - The company is focused on product transformation, quality improvement, and efficiency enhancement to solidify its core competitiveness [1][7] - Plans are in place to restore classic products and develop flagship products, with strategies including a product leadership plan and market deepening plan [7] Industry Outlook - The machine tool industry is expected to see significant growth opportunities driven by policy support, market demand upgrades, and technological innovation [2] - The domestic market for high-end machine tools is anticipated to grow, particularly in key sectors such as new energy vehicles and aerospace [2] Asset Restructuring - The company has received approval for a major asset restructuring and is actively working on related legal procedures, including business changes and asset transfers [3][5][12] - The timeline for completing the restructuring and fundraising processes is still under development, with updates to be provided through company announcements [12] Product Development - The company is enhancing its high-end CNC machine tools, focusing on domestic market penetration and improving cost-performance ratios [4][7] - New products showcased at the Beijing Machine Tool Exhibition are designed to compete with international brands, emphasizing high cost-performance and quick delivery [7][8]

Group 1: Company Overview - Shenyang Machine Tool Co., Ltd. was established in May 1993 and listed on the Shenzhen Stock Exchange in July 1996 (Stock Code: 000410) [1] - The company is a key high-tech enterprise and has a national-level enterprise technology center [1] - It operates in the equipment manufacturing industry, focusing on core components and providing key functional parts for machine tool enterprises [1] Group 2: Major Asset Restructuring - The company's major asset restructuring has received approval from the China Securities Regulatory Commission [2] - This restructuring aims to optimize and enrich the product matrix, enhancing market competitiveness and profitability [2] Group 3: Future Business Planning - The company plans to gradually restore classic products and develop flagship products, with a focus on providing comprehensive solutions [3] - Specific plans include product leadership, market deepening, and production surpassing initiatives [3] Group 4: Product Expansion Plans - The restructuring and related fundraising projects will strengthen the high-end CNC machine tool product line and add high-end CNC heavy hydraulic forming machine tools [4] - The product matrix will be further optimized, enhancing competitiveness and profitability, particularly in key downstream sectors like aerospace, new energy, automotive, and construction machinery [4] Group 5: Marketing Strategy - The company employs an independent marketing department and team, utilizing a combination of direct sales and distribution to deepen market penetration [5] Group 6: Current Downstream Industries - The product family includes horizontal lathes, vertical lathes, horizontal machining centers, vertical machining centers, and specialized automatic lines, primarily serving the automotive, general machinery, and consumer electronics sectors [6] Group 7: Market Demand and Order Situation - The company is focused on maintaining existing customer relationships while actively developing new products and adjusting product structures to enhance quality [7] - It aims to seize cooperation opportunities in thriving downstream industries to boost performance [7]

沈阳机床股份有限公司关于召开 2024年度业绩网上说明会并征集问题的公告 股票代码：000410 股票简称：沈阳机床 公告编号：2025-35 4.出席人员：公司董事、总经理徐永明先生，独立董事哈刚先生、独立董事王英明先生、独立董事袁知 柱先生，总会计师秦琴女士，董事会秘书张天右先生。 二、征集问题事项 为充分保障中小投资者权益、提升交流的针对性，现就公司2024年度业绩说明会提前向投资者公开征集 问题，广大投资者可在2025年5月8日（星期四）17：00前访问（https://ir.p5w.net/zj/），或扫描下方二维 码，进入问题征集专题页面。公司将在2024年度业绩说明会上，对投资者普遍关注的问题进行回答。 本公司及董事会成员保证公告内容的真实、准确、完整，没有虚假记载、误导性陈述或者重大遗漏。 沈阳机床股份有限公司（以下简称"公司"）已于2025年4月24日在巨潮资讯网 （http://www.cninfo.com.cn/）上披露了公司《2024年年度报告》及其摘要，为便于广大投资者进一步了 解公司情况，公司拟通过全景网举行2024年度业绩网上说明会，具体安排如下: 一、业绩说明会安排 1.会议时 ...

Group 1 - Longi Green Energy reported a net loss of 8.618 billion yuan for 2024, with revenue of 82.582 billion yuan, a year-on-year decline of 36.23% due to falling prices of key products like modules and wafers [2] - In Q1 2025, Longi Green Energy achieved revenue of 13.652 billion yuan, down 22.75%, with a net loss of 1.436 billion yuan, compared to a loss of 2.350 billion yuan in the same period last year [3] - China Southern Airlines reported a Q1 2025 net loss of 747 million yuan, with revenue of 43.407 billion yuan, a decrease of 2.68% year-on-year [27] Group 2 - Guizhou Moutai achieved Q1 2025 revenue of 43.557 billion yuan, with direct sales revenue of 23.220 billion yuan and wholesale revenue of 27.359 billion yuan [9] - Industrial Fulian reported a 2024 net profit increase of 15.86%, with revenue of 609.135 billion yuan and a net profit of 23.216 billion yuan [10] - China Shipbuilding Industry Corporation reported a 2024 net profit increase of 22.21%, with a net profit of 3.614 billion yuan [15] Group 3 - Longyang Power reported a 19.86% increase in net profit for 2024, reaching 32.496 billion yuan, with total profit of 38.862 billion yuan [7] - Shanxi Fenjiu reported a 17.29% increase in net profit for 2024, totaling 12.243 billion yuan, with revenue of 36.011 billion yuan [5] - China National Petroleum Corporation reported a Q1 2025 net profit increase of 43.4%, reaching 12.849 billion yuan [26] Group 4 - Ganfeng Lithium reported a Q1 2025 net loss of 356 million yuan, with revenue of 3.772 billion yuan, a year-on-year decline of 25.43% [38] - Tianqi Lithium reported a Q1 2025 net profit of 104 million yuan, marking a turnaround from a loss, with revenue of 2.584 billion yuan [39] - Huazhong Microelectronics reported a Q1 2025 net profit increase of 151%, reaching 83.216 million yuan [40]