上海礼辉律师事务所 关于广西柳工机械股份有限公司 2025 年第三次临时股东会的 法律意见书 二〇二五年十二月 地址：上海市黄浦区淮海中路 918 号久事复兴大厦 10 楼 A 座 邮编：200020 电话：021-64338299 上海礼辉律师事务所 关于广西柳工机械股份有限公司 2025 年第三次临时股东会的 法律意见书 致：广西柳工机械股份有限公司 上海礼辉律师事务所（下称"本所"）接受广西柳工机械股份有限公司 （下称"公司"）委托，根据《中华人民共和国公司法》（下称《公司法》）、 《上市公司股东会规则》（下称《股东会规则》）等现行有效的法律、行政法 规、规章、规范性文件及《广西柳工机械股份有限公司章程》（下称《公司章 程》）的有关规定，指派律师现场出席了公司于 2025 年 12 月 16 日召开的 2025 年第三次临时股东会（下称"本次股东会"），并就本次股东会相关事项出具 本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1. 现行有效的《公司章程》； 2. 2025 年 11 月 29 日，公司刊登于深圳证券交易所网站的《广西柳工机械 股份有限公司第十届董 ...

1. 召开时间： （1）现场会议时间：2025 年 12 月 16 日（星期二）14 时 15 分。 （2）网络投票时间：2025 年 12 月 16 日。 通过深圳证券交易所互联网投票系统投票的时间：2025 年 12 月 16 日 9:15~15:00。 债券代码：127084 债券简称：柳工转2 证券代码：000528 证券简称：柳 工 公告编号：2025-96 广西柳工机械股份有限公司 2025 年第三次临时股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 特别提示： 一、会议召开的情况 柳工 2025 年第三次临时股东会决议公告 二、会议出席情况 1. 会议总体出席情况 通过现场和网络投票的股东 566 人，代表股份 927,594,044 股，占公司有表决权股份 总数的 46.8634%。（截至本次股东会股权登记日 2025 年 12 月 11 日，公司总股本为 2,034,588,775 股，公司回购专用证券账户持有公司股份 55,230,950 股，上述股份不享 有表决权，故本次股东会有表决权股份总数为 1,979,357,825 ...

Group 1 - The mechanical sector has shown strong performance in 2025, with the Shenwan Mechanical Equipment Index rising by 36.11%, outperforming the Shanghai Composite Index by 19.74 percentage points and the Shenzhen Component Index by 8.78 percentage points [4][16][19] - In the first three quarters of 2025, the mechanical industry reported revenues of 15,135.34 billion yuan, a year-on-year increase of 7.35%, and a net profit attributable to shareholders of 1,080.76 billion yuan, up 16.80% year-on-year [4][22][27] - The public fund allocation ratio for the mechanical equipment sector increased by 0.25 percentage points in Q3 2025 compared to Q3 2024, indicating improved fundamentals and positive policy impacts [29] Group 2 - The equipment manufacturing industry has maintained export resilience, with significant growth in new overseas markets. From January to October 2025, the export delivery value of general equipment, specialized equipment, and transportation equipment reached 6,173.20 billion yuan, 5,319.30 billion yuan, and 4,124 billion yuan respectively, with year-on-year growth rates of 5.5%, 9.3%, and 24.20% [5][33][36] - The overseas sales of engineering machinery continued to grow, with a year-on-year increase of 11.84% in export value from January to October 2025, driven by technological innovation and diversified market strategies [37][41] - The motorcycle industry has established a strong competitive advantage in overseas markets, with exports reaching 1,101.85 million units and 7.278 billion USD in value from January to October 2025, reflecting a year-on-year increase of 22.28% and 28.2% respectively [42][43] Group 3 - The emergence of new manufacturing scenarios signifies a profound transformation from "single technology upgrades" to "systematic ecological restructuring," enhancing production efficiency, product quality, and innovation capabilities [5][46] - Human-shaped robots are expected to address customization challenges in traditional manufacturing, with a market space projected to expand significantly as they transition from industrial applications to household use [47][54] - The intelligent logistics equipment market in China is expected to grow rapidly, with a projected market size of 1,261 billion yuan in 2025, driven by advancements in IoT and AI technologies [64][72]

12月11日，张宏宇参赞衔领事陪同秦杰总领事走访2025年印度班加罗尔国际工程机械展参展中资企业， 同三一、中联重科（000157）、徐工、柳工（000528）、潍柴等参展中资企业负责人进行交流。 ...

Summary of Conference Call Records Industry Overview - The engineering machinery industry is entering its third cycle, expected to start in September 2024 and last for five years, currently in its first year. The market is benefiting from the second-hand machinery and mining excavator sectors, with an anticipated valuation switch next year leading to a 25%-30% return. Leading blue-chip stocks are expected to show strong certainty, while low-valuation stocks have greater elasticity [1][3] Key Insights and Arguments - In 2025, the shipbuilding sector's new order volume is projected to decline by 45% year-on-year, but falling steel prices are reducing shipyard costs, thereby enhancing profitability. Global ship delivery capacity is approximately 120 million deadweight tons, aligning well with order volumes, indicating a positive outlook for the sector. Some private enterprises have already reported performance improvements [1][5] - The offshore engineering sector is benefiting from US dollar interest rate cuts, which are expected to ease high-debt projects. The rising industry sentiment is creating opportunities for replenishment [1][5] - The cyclical sector is viewed more optimistically compared to the growth sector, which has seen significant valuation increases. The company maintains that growth remains a core theme while being more positive about the cyclical sector [2][3] Additional Important Content - The cyclical sector's certainty is lower than that of engineering machinery and shipbuilding, with unclear domestic market conditions. However, companies related to humanoid robots are experiencing high valuations. The potential for valuation increases in low-positioned stocks is significant, but their ability to sustain current valuations depends on the progress of humanoid robot market dynamics and overall recovery [1][6] - The AI industry chain, particularly humanoid robots, is a key focus area. Breakthroughs in self-iterative data capabilities could lead to a significant advancement in human-machine interfaces. Other vertical applications such as smart sewing machines, smart welding, unmanned agricultural machinery, and mining trucks, as well as data centers and computing power centers, are also clear beneficiaries. The AI industry chain continues to accelerate without visible ceilings [1][7] Recommended Stocks - In the engineering machinery sector, recommended stocks include SANY Heavy Industry, XCMG, Zoomlion, LiuGong, and Hengli Hydraulic. For beneficiaries of US dollar interest rate cuts, China International Marine Containers (CIMC) is recommended. In the AI vertical application space, Czech Aviation is highlighted, while in the humanoid robot sector, Weichuang Electric and Hengli are recommended. Additionally, companies in the photovoltaic lithium battery sector such as Aotewi and New Navigation are included [1][8]

Summary of Key Points from Conference Call Records Industry Overview - The liquid food packaging machinery industry is experiencing strong growth, with China's export value increasing by approximately 23% year-on-year in the first ten months of 2025, particularly in Southeast Asia, which accounts for about 25% of exports [1][2][3] - Emerging markets such as Southeast Asia, the Middle East, and Africa are seeing a surge in demand for bottled water and carbonated beverages, indicating a robust growth potential for the packaging machinery sector [2][3] - The engineering machinery industry is expected to maintain a growth rate of 15%-20% in 2026, with domestic sales of excavators expected to remain stable or slightly increase in Q4 [2][17] Company Insights: Dayilong - Dayilong, a supplier of complete line equipment for liquid products, has a full order book and is expanding its production capacity. Its contract liabilities increased by 46% year-on-year in the first three quarters of 2025, driven by overseas demand [1][4] - The revenue structure of Dayilong is shifting from 55% domestic and 45% overseas at the beginning of the year to a balanced 50-50 by the end of 2025, with expectations for overseas revenue to rise to 60% in 2026 [4][7] - Dayilong's competitive advantages include a price that is 20%-30% lower than foreign brands and faster service, particularly in emerging markets like South Asia and Southeast Asia [4][5][6] - The company is on track to achieve a production value of approximately 17 billion yuan in 2025, with plans to release about 5 billion yuan in production value annually from 2026 to 2027, reaching a long-term production capacity of 2.7 billion yuan by the end of 2027 [4][7] Financial Projections - Dayilong's revenue is projected to reach 18-19 billion yuan in 2025 and approximately 25 billion yuan in 2026, with net profit expected to be around 2.5 billion yuan, reflecting an increase of 8%-10% [7] - The overall market sentiment for the liquid food packaging machinery industry remains positive, with expectations for Dayilong's market capitalization to grow significantly from its current level of around 3 billion yuan [7] Competitive Landscape - Dayilong competes with international brands like Krones and Sidel, as well as domestic competitors like Newmeixing. The company's growth is supported by a strong order acquisition strategy, particularly through partnerships with agents [6] - Despite some competitors showing higher growth rates, Dayilong's ability to secure large orders from significant clients, such as a major beverage group in India, indicates strong growth potential [6] Additional Insights - The engineering machinery sector is currently undervalued, with a projected PE ratio of 12-13 for 2026, while growth expectations for the next two years are between 30%-40% [21] - Companies like LiuGong, XCMG, SANY Heavy Industry, and Zoomlion are highlighted as having good investment opportunities within the engineering machinery sector [22]

Core Insights - The mechanical industry is showing signs of recovery after three years of stagnation, with nominal GDP growth beginning to rise since Q4 2024, positively impacting the mechanical sector [17] - Domestic demand is weak while external demand is strong, particularly in the engineering machinery sector, where exports are gradually increasing due to improvements in the European and American markets [17][19] - The investment landscape is shifting towards overseas expansion and new industries, with a focus on automation and sectors supported by government subsidies [17][19] Industry Overview - The mechanical industry is experiencing a dual trend of weak domestic demand and strong external demand, with engineering machinery showing signs of recovery but still facing a fragile foundation [17] - Domestic investment in real estate continues to decline, with a 14.7% year-on-year drop in real estate development investment from January to October 2025, while infrastructure investment growth has also slowed significantly [19][23] - The overall investment environment is expected to stabilize as the gap between domestic and foreign demand narrows, with structural opportunities in infrastructure projects like water conservancy and high-standard farmland construction [23] 2026 Domestic Outlook - The investment gap is expected to narrow, with infrastructure investment declining from high levels and real estate investment under pressure, leading to a focus on structural opportunities [19][23] - Manufacturing investment is crucial, with the core focus on PPI and inventory levels, as domestic manufacturing orders remain sluggish [26][28] - The expectation is that PPI will improve in 2026, driven by factors such as reduced internal competition and improved domestic demand [28] 2026 Overseas Outlook - The downward trend in interest rates is a significant macro narrative, with the U.S. and Europe entering a phase of fiscal expansion, which is expected to benefit Chinese manufacturing [29][38] - The global inventory levels are at historical lows, which could lead to a new investment cycle as demand recovers [35] - The second wave of globalization for Chinese manufacturing is anticipated, driven by fiscal expansion in the U.S. and Europe, and a recovery in industrial product demand [38][40] Stock Selection Strategy - The stock selection strategy for 2026 focuses on two main themes: benefiting from overseas expansion and new industries, particularly in sectors like engineering machinery and specialized equipment [44] - Key sectors include engineering machinery, shipbuilding, and high-tech equipment, with a focus on companies that are expected to maintain stable performance and low valuations [44] - Emerging industries such as AI equipment, lithium battery production, and semiconductor manufacturing are highlighted as areas of significant opportunity [44][45] Investment Recommendations - Recommended stocks include SANY Heavy Industry, XCMG, and China Shipbuilding, which are expected to perform well in the current market environment [7] - Companies in the AI and semiconductor sectors, such as Longchuan Technology and Zhongwei Company, are also recommended due to their growth potential [7] - Future-oriented assets like humanoid robots and controllable nuclear fusion are noted as areas to watch for significant industry changes [7][45]

Core Insights - The engineering machinery sector experienced a rise of 1.04% on December 12, with Shaoyang Hydraulic leading the gains [1] - The Shanghai Composite Index closed at 3889.35, up 0.41%, while the Shenzhen Component Index closed at 13258.33, up 0.84% [1] Engineering Machinery Sector Performance - Shaoyang Hydraulic (301079) saw a significant increase of 19.98%, closing at 30.86 with a trading volume of 256,100 shares and a transaction value of 737 million yuan [1] - Other notable performers included Wantong Hydraulic (920839) with an 8.04% increase, closing at 46.24, and Construction Machinery (600984) with a 6.46% increase, closing at 4.78 [1] - The sector also included companies like Tuoshan Heavy Industry (001226) and Hangcha Group (603298), which rose by 4.29% and 3.57% respectively [1] Fund Flow Analysis - The engineering machinery sector saw a net inflow of 15.6469 million yuan from main funds, while retail investors contributed a net inflow of 428 million yuan [2] - However, there was a net outflow of 443 million yuan from speculative funds [2]

Core Insights - In November, excavator sales increased by 13.9% year-on-year, with domestic sales up by 9.11% and exports up by 18.8% [2][4] - Loader sales in November rose by 32.1% year-on-year, with domestic sales increasing by 29.4% and exports by 34.8% [2][4] - The electrification rate in November was 25.7%, a month-on-month increase of 0.34 percentage points, with a cumulative rate of approximately 23.35% for the first eleven months [2][4] Excavator and Loader Sales - Total excavator sales in November reached 20,027 units, with domestic sales at 9,842 units and exports at 10,185 units [2][4] - Total loader sales in November amounted to 11,419 units, with domestic sales at 5,671 units and exports at 5,748 units [2][4] Other Product Performance - In October, various machinery categories showed strong growth, including truck cranes with a domestic sales increase of 41.7% and crawler cranes with an overall increase of 71.4% [3] - However, the aerial work platform segment faced challenges, with a significant decline in sales [3] Working Hours and Utilization Rates - The average working hours for major construction machinery products in November were 84.2 hours, a year-on-year decrease of 13% but a month-on-month increase of 4.08% [3] - The average utilization rate for major products was 56.5%, down 12.1 percentage points year-on-year but up 1.5 percentage points month-on-month [3] Export Performance - From January to October, excavator exports totaled $8.52 billion, reflecting a year-on-year increase of 25.9% [4] - Notable market fluctuations were observed, with some markets like Belgium and the Philippines experiencing declines, while others like Russia showed significant growth [4] Industry Outlook - The industry is expected to maintain an upward trend in both domestic and international sales, driven by recovery in demand from Europe and North America, as well as strong demand in mining machinery in Australia and Latin America [4] - Key players in the industry include SANY Heavy Industry, XCMG, LiuGong, and Zoomlion, along with core component manufacturers like Hengli Hydraulic [4]

柳工最新推出5吨混动装载机——856TE HEV MAX，以技术创新为驱动，针对各类复杂工况深度适配，集超长续航、高效节能与强悍性能于一体，为绿 色施工再一次提供了全新解决方案。 动力强劲，能量传递效率高 搭载广西康明斯B3.9增程器与34kW·h功率型电池，额定发电功率达80kW； 高速电机匹配技术，实现电机电机与变速箱高效集成，功率密度高，响应迅速； 定轴式变速箱换挡平顺，标配散热器，更利于高速跑车和长时间满负荷作业； 高效节能，超长续航 SALE DEVENTION STATUS P 19 ASSESS IS ERI BCH n ... . IEA UIS B ra STE G 1 2018 e LIUGO 6 C e 0 1 TRE WALLER TREE t eller and and the start of the states of the see and the see and the see and the see and the see and the seat the seems of the seems of the see and the see and the seat the ...