湖北今天律师事务所 关于襄阳汽车轴承股份有限公司 2024 年年度股东大会法律意见 致：襄阳汽车轴承股份有限公司 一、本次股东大会的召集、召开程序 1、公司于 2025 年 4 月 25 日召开的第七届董事会第二十八次会议审议通过 了《关于提请召开 2024 年年度股东大会的议案》，相关决议公告已于 2025 年 4 月 26 日刊登在《证券时报》和巨潮资讯网。 2、公司已于 2025 年 4 月 26 日在《证券时报》和巨潮资讯网上刊登了《襄 阳汽车轴承股份有限公司关于召开 2024 年年度股东大会的通知》公告，公告载 明了召开本次股东大会议的召集人、召开时间、地点、召开方式、会议审议事项、 出席对象，说明了股东有权出席，并可委托代理人出席和行使表决权以及明确了 有权出席会议股东的股权登记日、出席会议股东的登记办法、联系电话和联系人 姓名。对参与网络投票股东身份认证方法、网络投票程序予以了明确说明。该公 告列明了本次股东大会的议题，并按《上市公司股东会规则》有关规定对所有议 题的内容进行了充分披露。 3、2025 年 5 月 16 日下午 14：00 本次股东大会现场会议如期在湖北省襄阳 市高新区邓城大道 ...

Market Overview - On May 15, the Shanghai Composite Index fell by 0.68%, the Shenzhen Component Index decreased by 1.62%, and the ChiNext Index dropped by 1.91% [1] - A total of 50 stocks appeared on the daily trading list, with the highest net inflow of funds into Yuzhong Sanxia A (000565.SZ), amounting to 0.99 billion yuan [1][4] Stock Performance - Yuzhong Sanxia A saw a closing price increase of 10.02%, with a turnover rate of 35.01% and a net buying amount of 0.99 billion yuan, accounting for 5.29% of the total trading volume [2][9] - The stock with the highest net outflow was Xiangyang Bearing (000678.SZ), which experienced a net selling of 1.93 billion yuan, representing 6.69% of the total trading volume, and closed down by 0.61% [4][6] Institutional Activity - Among the 24 stocks with institutional presence, institutions had a total net selling of 6.64 billion yuan, with 8 stocks being net bought and 16 stocks being net sold [6][10] - The stock with the highest institutional net buying was Aerospace Nanhu (688552.SH), which closed down by 8.56% with a turnover rate of 33.47% [7][8] Northbound Capital - Northbound funds participated in 10 stocks on the trading list, with a total net buying of 1510.46 million yuan [10] - The stock with the highest net buying from northbound funds was Jilin Chemical Fiber (000420.SZ), with a net buying amount of 3301.46 million yuan, accounting for 2.78% of the total trading volume [11] Divergence in Institutional and Northbound Fund Activity - There was a divergence in the activity for Aerospace Nanhu, where institutions net bought 3010.46 million yuan while northbound funds net sold 5041.02 million yuan [13][14]

Market Overview - On May 15, the Shanghai Composite Index fell by 0.68% to 3380 points, while the Shenzhen Component Index dropped by 1.62% and the ChiNext Index decreased by 1.92%. Over 3800 stocks in the market declined [1] Stock Performance - Notable gainers included companies in the beauty care, cosmetics, pet economy, food and beverage, and dairy sectors, while Tencent Cloud and state-owned cloud concepts saw declines [1] - Stocks with significant increases included: - *ST Da with a rise of 45.07% to 4.56, supported by chemical sector and shareholder increase [2] - *ST Yanzhen with a 4.99% increase to 9.04, driven by revenue growth in Q1 [2] - Chengfei Integration with a 10.01% rise to 32.63, linked to military and automotive parts sectors [2][20] Trading Dynamics - The top three stocks by net buying on the trading board were: - Yuzhongxia A with a net buy of 99.27 million [5] - Tongda Co. with a net buy of 84.30 million [5] - Chengfei Integration with a net buy of 83.13 million [5] - The top three stocks by net selling were: - Xiangyang Bearing with a net sell of 193 million [6] - Zhongyida with a net sell of 183 million [6] - Cross-border Communication with a net sell of 165 million [6] Company Highlights - Chengfei Integration focuses on automotive parts and tooling, with a significant portion of its revenue from these sectors [20] - The company has established a long-term strategic partnership with Chengfei Group, recognized as a core strategic supplier [20][21] - The company is expanding its lightweight automotive parts business, with projects already in mass production [20] Sector Insights - The textile sector saw notable activity, with Suzhou Longjie and Yingfeng Co. both recording significant gains [11][12] - The chemical fiber industry is experiencing growth, with companies like Jilin Chemical Fiber showing strong performance [4][22] Investment Trends - Institutional investors showed interest in stocks like Yuzhongxia A and Chengfei Integration, indicating potential confidence in these companies [5][27] - The trading volume and turnover rates for several stocks suggest active trading and investor engagement in the market [4][22]

Core Points - The stock of Xiangyang Bearing fell by 0.61% today, with a turnover rate of 35.63% and a trading volume of 2.884 billion yuan, experiencing a fluctuation of 20.13% [2] - Institutional investors net sold 67.699 million yuan, while the total net selling by brokerage seats reached 125 million yuan [2] - The stock was listed on the Dragon and Tiger list due to its daily fluctuation value reaching 20.13%, with institutional proprietary seats net selling 67.699 million yuan [2] Trading Data - The top five brokerage seats on the Dragon and Tiger list had a total transaction volume of 609 million yuan, with buying amounting to 208 million yuan and selling amounting to 401 million yuan, resulting in a net selling of 193 million yuan [2] - Among the brokerage seats, two institutional proprietary seats were involved, with a total buying amount of 59.889 million yuan and a selling amount of 128 million yuan, leading to a net selling of 67.699 million yuan [2] Fund Flow - The stock experienced a net outflow of 431 million yuan in main funds today, with a significant outflow of 293 million yuan from large orders and 137 million yuan from big orders [2] - Over the past five days, the main funds have seen a net inflow of 43.672 million yuan [2] Historical Performance - In the past six months, the stock has appeared on the Dragon and Tiger list 16 times, with an average price increase of 1.95% the day after being listed and an average increase of 6.76% over the following five days [2]

Core Viewpoint - The stock of Xiangyang Bearing experienced a decline of 0.61% and reached the "Dragon and Tiger List" on May 15, with a daily volatility of 15%, indicating significant trading activity and interest from well-known speculators [1] Trading Activity Summary - The top five buying entities collectively purchased 208 million yuan, while the top five selling entities sold 401 million yuan, resulting in a net outflow of 193 million yuan [1] - Notable buying entities included: - Institutional proprietary trading: 53.38 million yuan - Guosen Securities Co., Ltd. Zhejiang Internet Branch: 42.98 million yuan - Dongfang Caifu Securities Co., Ltd. Lhasa Financial City South Ring Road Branch: 37.13 million yuan [1] - Major selling entities included: - Institutional proprietary trading: 81.76 million yuan - Kaiyuan Securities Co., Ltd. Xi'an Taihua Road Branch: 81.48 million yuan - Guotai Junan Securities Co., Ltd. Shanghai Songjiang District Zhongshan Road Branch: 58.02 million yuan [1] Detailed Trading Figures - The top five buying entities' figures: - Institutional proprietary trading: Buy 53.38 million, Sell 45.83 million, Net 7.55 million - Guosen Securities Co., Ltd. Zhejiang Internet Branch: Buy 42.98 million, Sell 20.86 million, Net 22.12 million - Dongfang Caifu Securities Co., Ltd. Lhasa Financial City South Ring Road Branch: Buy 37.13 million, Sell 25.53 million, Net 11.96 million [1] - The top five selling entities' figures: - Institutional proprietary trading: Buy 0.65 million, Sell 81.76 million, Net -75.25 million - Kaiyuan Securities Co., Ltd. Xi'an Taihua Road Branch: Buy 0.15 million, Sell 81.48 million, Net -81.33 million - Guotai Junan Securities Co., Ltd. Shanghai Songjiang District Zhongshan Road Branch: Buy 0.15 million, Sell 58.02 million, Net -57.87 million [1]

Monetary Policy - The People's Bank of China announced a 0.5 percentage point reduction in the reserve requirement ratio for financial institutions, effective May 15, which is expected to provide approximately 1 trillion yuan in long-term liquidity to the market [2] - The reserve requirement ratio for auto finance companies and financial leasing companies was reduced from 5% to 0%, enhancing their credit supply capabilities [2] Trade Relations - The U.S. has rescinded a total of 91% of tariffs on Chinese goods and modified a 34% tariff, with 24% of it suspended for 90 days, while retaining 10% [3][4] - In response to the U.S. tariff adjustments, China has also suspended related countermeasures, including 91% of its retaliatory tariffs [10] E-commerce and Export - Following the adjustment of U.S.-China tariff policies, many cross-border e-commerce companies quickly lowered their product prices, leading to a surge in orders [5] - A Shenzhen-based company reported a significant increase in orders from previously disconnected U.S. clients, prompting them to expedite production and shipping [5] Investment Trends - Bridgewater Associates significantly increased its holdings in Alibaba by over 5.4 million shares, marking a 21-fold increase, and also initiated positions in JD.com and a gold ETF [6] - The fund reduced its stake in major holdings like the S&P 500 ETF and Nvidia, indicating a strategic shift in investment focus [6] Export Controls - The Ministry of Commerce announced a temporary suspension of export control measures on 28 U.S. entities for 90 days, allowing for potential exports of dual-use items [7] - The government emphasized the importance of controlling the export of strategic minerals to safeguard national security [8][9] Real Estate and Loans - The central bank reported a decline in the proportion of residential loans from 37% to approximately 32% over the past five years, indicating a more rational approach to housing investment by residents [15] - The manufacturing sector's share of medium to long-term loans increased from 5.1% to about 9.3%, while the real estate and construction sectors saw a decrease from 15.9% to 13% [15] Financial Support - Shenzhen Metro Group has provided nearly 12 billion yuan in direct loans to Vanke this year, with the latest loan amounting to 1.55 billion yuan [24]

Core Viewpoint - The stock of Xiangyang Bearing has experienced significant price increases, achieving three limit-ups within six trading days, with a cumulative increase of 43.59% and a turnover rate of 159.44% [2] Trading Performance - As of May 13, the stock recorded a trading volume of 101 million shares and a transaction amount of 1.756 billion yuan, with a turnover rate of 22.06% [2] - The total market capitalization of the stock reached 8.342 billion yuan [2] Margin Trading Data - The latest margin trading balance as of May 13 is 179 million yuan, with a financing balance of 179 million yuan, reflecting an increase of 3.9576 million yuan from the previous trading day, a 2.27% increase [2] - Over the past six days, the margin trading balance has increased by 29.6832 million yuan, representing a 19.93% growth [2] Shareholder Information - As of May 10, the number of shareholders reached 128,354, an increase of 23,295 from the previous period, marking a 22.17% growth [2] - This is the second consecutive increase in the number of shareholders, indicating a trend of continued distribution of shares [2] Financial Performance - In the first quarter, the company reported total operating revenue of 363 million yuan, a year-on-year increase of 2.40% [2] - The net profit for the same period was -14 million yuan, reflecting a year-on-year decrease of 1.77% [2] Recent Stock Movements - The stock has shown varied daily performance, with notable fluctuations in turnover rates and net capital inflows over the past trading days [2]

Summary of Conference Call Records Industry and Company Overview - **Industry**: Robotics, Military, Automotive Bearings - **Key Companies**: - **Magic Bearing (魔阳轴承)**: Focuses on automotive bearings and components, including military vehicle bearings - **Hua Wu Co., Ltd. (华伍股份)**: Specializes in industrial braking systems and military drone maintenance Core Insights and Arguments Magic Bearing - The company is a major producer of automotive bearings and components, recognized for its brand "ZXY" in the automotive sector, having received multiple national honors [2] - It has a strong domestic sales network with 28 branches and 14 distribution centers, and has expanded internationally through the acquisition of Poland's KFLT [2] - The company is the exclusive supplier of military vehicle bearings for Dongfeng and has developed high-efficiency, low-vibration, and thin-walled bearing technologies applicable to robotic reducers [2] Hua Wu Co., Ltd. - The company is involved in the research, manufacturing, and sales of industrial braking devices and control systems, with a significant presence in the wind power sector, holding over 40% market share [3] - It has a subsidiary engaged in military drone maintenance, making it one of the few private companies in this field [3] - The company has obtained military confidentiality qualifications and is actively exploring opportunities in the aviation sector, including participation in civil aircraft projects [3] Market Dynamics - The market showed strong performance with the ChiNext index leading gains, and total trading volume reaching 1.31 trillion yuan, an increase of 116.4 billion yuan from the previous trading day [1] - Key sectors experiencing growth included military, robotics, and consumer electronics, while innovative pharmaceuticals faced a downturn [1] Institutional Activity - Institutional participation decreased slightly, with 16 stocks seeing net buy/sell amounts exceeding 10 million yuan, split evenly between buys and sells [1] - Notable net buys included: - **Zhongjian Technology**: 111 million yuan - **Xiangyang Bearing**: 109 million yuan - **Hongbaoli**: 52.26 million yuan [1] Additional Important Information - The military and robotics sectors are highlighted as significant growth areas, with companies like Magic Bearing and Hua Wu Co., Ltd. positioned to benefit from increased demand in these fields [2][3] - The overall market sentiment remains positive, with a notable increase in stock prices for companies involved in military and robotics applications [1][6]

Group 1 - The US and China have made substantial progress in trade talks, significantly reducing bilateral tariffs, with the US canceling 91% of additional tariffs and China reciprocating with a similar reduction [2] - In April, US tariff revenue surged to $16 billion, marking a 130% increase year-on-year, the highest monthly tariff revenue in at least a decade [3] - China continues to enforce export controls on rare earth elements, raising concerns in the US about its ability to fill the supply gap, as over 90% of rare earth processing is done in China [7] Group 2 - In the first four months of the year, China's automobile production and sales both exceeded 10 million units for the first time, with new energy vehicle exports increasing by 52.6% year-on-year [8] - In March, domestic smartphone shipments in China grew by 6.5% year-on-year, with 5G smartphones accounting for 85.3% of total shipments [10] - The People's Bank of China and other authorities have issued opinions to enhance financial support for the Nansha area, aiming to strengthen its role in the Guangdong-Hong Kong-Macau Greater Bay Area [11] Group 3 - Guangdong province has announced measures to stimulate market vitality and accelerate the construction of a modern industrial system, including 12 specific initiatives [12] - Fujian province plans to increase support for corporate mergers and acquisitions, aiming to establish a 10 billion yuan provincial merger fund [13] - Sichuan province has implemented an action plan for the brain-computer interface and human-computer interaction industry, targeting key breakthroughs by 2027 [14] Group 4 - Zhengzhou has released a plan to promote the high-quality development of the private economy, aiming for significant qualitative and quantitative improvements over three years [15] - The US House of Representatives has proposed a tax bill that aims to reduce taxes by over $4 trillion over the next decade, a key part of the Trump administration's agenda [16] - Apple is considering raising iPhone prices later this year, while President Trump emphasizes Apple's plans to invest $500 billion in the US [23]

Group 1 - The reducer concept sector increased by 3.20%, ranking 9th among concept sectors, with 107 stocks rising, including Chuncheng Precision, Xiangyang Bearing, and *ST Haihua hitting the daily limit [1] - Notable gainers in the reducer sector included Aifute, Tongli Technology, and Jiangnan Yifan, which rose by 13.30%, 11.09%, and 9.87% respectively [1] - The sector saw a net inflow of 1.044 billion yuan from main funds, with 51 stocks receiving net inflows, and 7 stocks exceeding 100 million yuan in net inflow [2] Group 2 - The top net inflow stock was Xiangyang Bearing, with a net inflow of 247 million yuan, followed by Zhaowei Electromechanical, Wuzhou Xinchun, and Lingyi Zhi Zao with net inflows of 197 million yuan, 185 million yuan, and 165 million yuan respectively [2] - The main fund inflow ratios were led by Chuncheng Precision, Xiangyang Bearing, and Meihu Co., with net inflow ratios of 31.14%, 13.53%, and 13.15% respectively [3] - The reducer sector's performance was supported by significant trading volumes, with stocks like Xiangyang Bearing and Zhaowei Electromechanical showing high turnover rates of 25.00% and 7.25% respectively [3]