疆 浙江新鉴君律师事務所 浙江新鉴君律师事务所 关于万向钱潮股份公司 2025 年第三次临时股东会的 法律意见书 浙江新鉴君律师事务所 法律意见书 致万向钱潮股份公司: 181 浙江新鉴君律师事务所(以下简称"本所")接受万向钱潮股份公司(以下简 称"公司"或"万向钱潮")的委托,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(2022年修订)》(以下简称"《股东大会规则》")等法律、法规 和其他规范性文件(以下简称"法律、法规")以及《万向钱潮服份公司章程》(以 下简称"《公司章程》")的有关规定,就公司召开2025年第三次临时股东会(以 下简称"本次股东会")的有关事宜出具本法律意见书。 声明事项 一、为出具本法律意见书,本所委派孙佳玮律师和唐瑞雪律师(以下简称"本 所律师")列席了本次股东会。本所律师严格履行了法定职责,遵循了勤勉尽责 和诚实信用原则,对本次股东会所涉及的相关事项进行了核查验证。 二、本法律意见书仅就本次股东会的召集和召开程序、出席本次股东会人员 的资格、召集人资格、会议表决程序是否符合法律、法规及《公司 ...

Core Viewpoint - Wanxiang Qianchao announced plans to acquire 100% equity of Wanxiang America Corporation through a combination of share issuance and cash payment, which constitutes a related party transaction and is expected to be a significant asset restructuring without triggering a reverse listing [1] Group 1 - The company intends to issue shares and pay cash to purchase the equity from the transaction party [1] - The transaction involves raising supporting funds by issuing shares to no more than 35 specific investors [1] - Due diligence, auditing, and evaluation processes related to the transaction are currently in progress, with further negotiations on the transaction plan ongoing [1]

证券代码：000559 证券简称：万向钱潮 编号：2025-064 特别提示： 1、万向钱潮股份公司（以下简称"上市公司"或"公司"）于 2024 年 5 月 6 日披露的《万向钱潮股份公司发行股份及支付现金购 买资产并募集配套资金暨关联交易预案》（以下简称"预案"）中已 详细披露了本次交易可能存在的风险因素以及尚需履行的决策、审批 程序。敬请广大投资者注意投资风险。 2、截至本公告日，本次重大资产重组工作正在进行中，相关尽 职调查、审计、评估等各项工作正在推进中。公司将根据相关事项的 进展情况，及时履行信息披露义务，请广大投资者关注后续进展公告。 一、本次交易概述 根据上市公司于 2024 年 5 月 6 日披露的《万向钱潮股份公司发 行股份及支付现金购买资产并募集配套资金暨关联交易预案》，上市 公司拟通过发行股份及支付现金方式，购买 Wanxiang America Corp oration（以下简称"交易对方"）持有的 Wanxiang America Corp.10 0%股权，并向不超过 35 名特定投资者发行股份募集配套资金（以下 简称"本次交易"）。 1 本次交易构成关联交易，预计将构成重大资产重 ...

Core Points - The Shanghai Composite Index rose by 0.97%, the Shenzhen Component Index increased by 1.73%, and the ChiNext Index gained 1.84% on November 6 [1] - Demingli (001309.SZ) saw the highest net inflow of funds at 568 million yuan, accounting for 16.8% of its total trading volume, and closed up 10% with a turnover rate of 8.59% [1][3] - Xue Ren Group (002639.SZ) experienced the largest net outflow of funds, totaling 220 million yuan, which represented 4.27% of its total trading volume, and closed down 2.41% with a turnover rate of 57.23% [1][4] Institutional Activity - On November 6, 28 stocks appeared on the trading leaderboard with institutional involvement, where institutions net sold 105 million yuan in total, buying 9 stocks and selling 19 [4][5] - Haike New Source (301292.SZ) had the highest net purchase by institutions, with a net inflow of 175.83 million yuan and a closing increase of 16.23% [5][6] Northbound Capital - Northbound capital participated in 20 stocks on the leaderboard, with a total net inflow of 1.687 billion yuan, including a net purchase of 525 million yuan from the Shanghai Stock Connect and 1.162 billion yuan from the Shenzhen Stock Connect [9][10] - The stock with the highest net purchase from northbound capital was Yuanjie Technology (688498.SH), with a net inflow of 446 million yuan, while the largest net outflow was from Yue Media (002181.SZ), totaling 39.38 million yuan [10][12] Divergence in Institutional and Northbound Capital - There were discrepancies between institutional and northbound capital activities in several stocks, including Dongshan Precision, Demingli, and Haima Automobile, where institutions sold while northbound capital bought [12][13]

Group 1: Strong Individual Stocks - As of November 6, the Shanghai Composite Index rose by 0.97% to 4007.76 points, the Shenzhen Component Index increased by 1.73% to 13452.42 points, and the ChiNext Index climbed by 1.84% to 3224.62 points [1] - A total of 72 stocks in the A-share market hit the daily limit up, with the top three strong stocks being HeFu China (603122) with 8 consecutive limit ups, YaBang Co. (603188) with 2 limit ups in 4 days, and HuaSheng Lithium (688353) with its first limit up [1] - Detailed data for the top 10 strong stocks includes their stock codes, names, consecutive limit ups, turnover rates, and closing prices [1] Group 2: Strong Concept Sectors - The top three concept sectors based on A-share performance are Phosphate Chemical Industry with a rise of 3.92%, National Big Fund Holdings with an increase of 2.67%, and PVDF Concept with a gain of 2.5% [2][3] - The top 10 concept sectors are listed with their respective percentage changes, indicating a general positive trend across various sectors [3]

Group 1 - Wanxiang Qianchao's stock reached the daily limit, with a turnover rate of 5.00% and a transaction volume of 2.204 billion yuan, showing a fluctuation of 13.33% [2] - The stock was listed on the Dragon and Tiger list due to a daily price deviation of 8.84%, with net purchases from the Shenzhen Stock Connect amounting to 11.2773 million yuan [2] - The top five trading departments on the Dragon and Tiger list had a total transaction volume of 573 million yuan, with a net purchase of 237 million yuan [2] Group 2 - The latest margin trading balance for the stock is 1.458 billion yuan, with a financing balance of 1.442 billion yuan and a securities lending balance of 15.9012 million yuan [3] - Over the past five days, the financing balance increased by 125 million yuan, representing a growth of 9.46%, while the securities lending balance rose by 1.5881 million yuan, an increase of 11.10% [3] - The top buying and selling departments included Guotai Junan Securities and the Shenzhen Stock Connect, with significant buy and sell amounts recorded [4]

Market Overview - The Shanghai Composite Index rose by 0.97% on November 6, with 19 out of 28 sectors experiencing gains, led by the metals and electronics sectors, which increased by 3.05% and 3.00% respectively [2] - The automotive sector also saw an increase of 1.78% [2] Capital Flow - The net inflow of capital in the two markets was 6.174 billion yuan, with 12 sectors receiving net inflows [2] - The electronics sector had the highest net inflow of 12.224 billion yuan, followed by the metals sector with a net inflow of 3.647 billion yuan [2] Automotive Sector Performance - The automotive sector had a net capital inflow of 2.560 billion yuan, with 205 out of 281 stocks in the sector rising [3] - Notable stocks with significant net inflows included Weichai Power, with 919 million yuan, and Wanxiang Qianchao, with 866 million yuan [3] - The sector also had 73 stocks that declined, with five stocks experiencing net outflows exceeding 100 million yuan, led by Haima Automobile with a net outflow of 756 million yuan [5] Top Gainers in Automotive Sector - Weichai Power (000338) increased by 10.01% with a turnover rate of 3.38% and a capital flow of 919.495 million yuan [4] - Wanxiang Qianchao (000559) also rose by 10.00% with a capital flow of 866.125 million yuan [4] - Other notable gainers included C Daming and Weichai Heavy Machine, with increases of 413.55% and 5.98% respectively [4] Top Losers in Automotive Sector - Haima Automobile (000572) saw a decline of 2.39% with a net outflow of 756.560 million yuan [5] - Other significant losers included Sailis and Shanzigaoke, with declines of 2.67% and 2.84% respectively [5]

Core Viewpoint - The market has seen a strong performance in various sectors, particularly in industrial metals, with significant gains in stocks like China Aluminum and Chongqing Construction, leading to an overall increase in major indices and trading volume [2][3]. Industrial Metals Sector - The industrial metals sector showed robust performance, with stocks such as China Aluminum, Minfa Aluminum, and Haomei New Materials reaching their daily limit up [3][4]. - The market anticipates a 2.5% growth in domestic electrolytic aluminum consumption by 2025, driven by strong performance in the new energy vehicle and photovoltaic industries, leading to an expansion of the supply-demand gap [4]. - Global copper production from major mining companies is expected to decline by nearly 5% year-on-year in Q3, with a continued contraction anticipated in Q4, potentially leading to a significant supply gap in the global refined copper market [5]. Robotics Sector - The robotics sector is experiencing multiple catalysts, including the unveiling of Xiaopeng's new humanoid robot, IRON, which is set for mass production by the end of 2026 [7]. - Analysts are optimistic about the humanoid robotics industry, noting significant advancements and commercialization efforts, with expectations for humanoid robots to understand and execute tasks in 80% of unfamiliar scenarios within the next two years [7]. Chongqing Sector - The Chongqing sector saw a notable rise, with stocks like Chongqing Construction and Yudefang reaching their daily limit up, following news of administrative district adjustments in the city [8][9].

Core Viewpoint - The robotics sector in the A-share market experienced a significant surge on November 6, driven by the unveiling of Xiaopeng's new humanoid robot, IRON, leading to a strong performance from various stocks, particularly Wanxiang Qianchao, which hit the daily limit up [1]. Group 1: Company Overview - Wanxiang Qianchao is a leading enterprise in the automotive parts industry, with a diversified business model that includes core products such as universal joints, drive shafts, and bearings, alongside growth engines in new energy vehicle components and future prospects in robotics and low-altitude economy [1]. - The company holds a global market share of approximately 15% in universal joints, maintaining its position as the industry leader, while its domestic market share for drive shafts is 20% and for wheel hub units is 27.9% [3]. - Wanxiang Qianchao's products have been recognized as national champions in manufacturing, with a customer base that includes major automotive brands such as Mercedes-Benz, BMW, Toyota, BYD, and NIO [3]. Group 2: Market Performance - On November 6, Wanxiang Qianchao's stock price reached a limit up of 13.86 CNY per share, with a price-to-earnings ratio of 44.57 and a total market capitalization of 459.5 billion CNY [1]. - Other stocks in the robotics sector also saw significant gains, with Ayawis Co. rising over 9%, and several other companies such as Hangyu Micro, Bojie Co., and Wuzhou Xinchun experiencing upward movement [1].

Market Overview - The automotive parts sector increased by 0.55% on November 5, with Aerospace Intelligence leading the gains [1] - The Shanghai Composite Index closed at 3969.25, up 0.23%, while the Shenzhen Component Index closed at 13223.56, up 0.37% [1] Top Gainers in Automotive Parts Sector - Aerospace Intelligence (300446) closed at 22.53, up 15.36% with a trading volume of 1.0315 million shares and a transaction value of 2.274 billion [1] - Wanliyang (002434) closed at 9.68, up 10.00% with a trading volume of 544,000 shares and a transaction value of 509 million [1] - Tianpu Co., Ltd. (605255) closed at 98.02, up 10.00% with a trading volume of 89,300 shares and a transaction value of 850 million [1] - Other notable gainers include Redik (300652) at 62.58 (+9.64%), Zhengqiang Co. (301119) at 46.51 (+9.56%), and Xingyuan Zhuomei (301398) at 56.02 (+6.85%) [1] Top Losers in Automotive Parts Sector - Zhongma Transmission (603767) closed at 28.01, down 6.23% with a trading volume of 271,400 shares and a transaction value of 772 million [2] - Helit Technology (603917) closed at 16.01, down 3.61% with a trading volume of 183,100 shares and a transaction value of 296 million [2] - Nanfang Precision (002553) closed at 29.63, down 3.26% with a trading volume of 170,800 shares and a transaction value of 511 million [2] Fund Flow Analysis - The automotive parts sector experienced a net outflow of 27.9276 million from institutional funds, while retail investors saw a net inflow of 49.8 million [2] - Notable net inflows from retail investors were observed in Aerospace Intelligence (300446) with 20.957 million, while significant outflows were noted in Zhongma Transmission (603767) with 137.1 million [3]