北京市金杜律师事务所 关于一汽解放集团股份有限公司 2025 年第三次临时股东会的 法律意见书 致：一汽解放集团股份有限公司 北京市金杜律师事务所（以下简称本所）接受一汽解放集团股份有限公司（以 下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、《中 华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会（以下 简称中国证监会）《上市公司股东会规则》（以下简称《股东会规则》）等中华人 民共和国境内（以下简称中国境内，为本法律意见书之目的，不包括中国香港特别 行政区、中国澳门特别行政区和中国台湾省）现行有效的法律、行政法规、部门规 章、规范性文件（以下统称法律法规）和现行有效的《一汽解放集团股份有限公司 章程》（以下简称《公司章程》）有关规定，指派律师出席了公司于 2025 年 10 月 13 日召开的 2025 年第三次临时股东会（以下简称本次股东会），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： 5. 出席本次股东会现场会议的股东的到会登记记录及凭证资料； 6. 深圳证券信息有限公司提供的本次股东会网络投票情 ...

Group 1 - The State Intellectual Property Office of China has granted a patent for a "processing device" to FAW Jiefang Automotive Co., Ltd., with the authorization announcement number CN 119347384 B and an application date of December 2024 [1] - FAW Jiefang Automotive Co., Ltd. was established in 2002 and is located in Changchun City, primarily engaged in the automotive manufacturing industry [1] - The company has a registered capital of 1,080,301.25 thousand RMB and has made investments in 23 enterprises, participated in 5,000 bidding projects, and holds 272 trademark records and 5,000 patent records [1]

Core Viewpoint - China FAW Group held its 15th collective wedding ceremony for employees, symbolizing unity and commitment among its workforce [1] Group 1: Event Details - The wedding ceremony took place at the headquarters of China FAW, with 115 couples participating [1] - A wedding car parade featuring Hongqi vehicles marked the event, symbolizing the journey of love [1] - The ceremony included performances by four couples who previously participated, sharing their stories of love and dedication to the company [1] Group 2: Historical Context - The collective wedding initiative began in 2011, and to date, a total of 2,474 couples have participated [1]

Core Insights - In September 2025, a total of 47 listed companies in Shanghai, Shenzhen, and Beijing announced changes to their auditing firms, indicating a significant shift in the auditing landscape [3][6]. Group 1: Changes in Auditing Firms - Notable changes include companies like Xiaoxin Environment switching from Xinyong Zhonghe to Deloitte, and Jian Tai Technology moving from Zhonghua to PwC Zhongtian [4][5]. - The audit fees for 2024 for these companies varied, with Xiaoxin Environment paying 4.96 million yuan and Jian Tai Technology paying 4.5 million yuan [4]. Group 2: Client Changes Among Audit Firms - The firm with the largest decrease in clients was Lixin, losing 7 clients, while Rongcheng gained the most clients, increasing by 6 [6][8]. - The detailed statistics show that Lixin and Rongcheng were the most affected firms in terms of client changes, reflecting a competitive shift in the auditing market [6][9].

Core Viewpoint - The commercial vehicle sector experienced a 0.91% increase on October 10, with Yutong Bus leading the gains, while the overall Shanghai Composite Index fell by 0.94% [1]. Summary by Category Market Performance - The Shanghai Composite Index closed at 3897.03, down 0.94% - The Shenzhen Component Index closed at 13355.42, down 2.7% [1]. Commercial Vehicle Sector - The commercial vehicle sector saw individual stock performances as follows: - Yutong Bus (600066) closed at 29.40, up 5.19% with a trading volume of 436,900 shares and a turnover of 1.29 billion yuan - King Long Automobile (600686) closed at 12.88, up 4.29% with a trading volume of 828,400 shares and a turnover of 1.06 billion yuan - Zhongtong Bus (000957) closed at 11.43, up 3.07% with a trading volume of 292,800 shares and a turnover of 331 million yuan - Other notable performances include Ankai Bus (000868) up 2.40% and Jiangling Motors (000550) up 2.17% [1]. Fund Flow Analysis - The commercial vehicle sector experienced a net outflow of 403 million yuan from institutional investors, while retail investors saw a net inflow of 291 million yuan [3]. - Specific stock fund flows included: - King Long Automobile had a net inflow of 88.14 million yuan from institutional investors - Zhongtong Bus had a net inflow of 31.97 million yuan from institutional investors - China National Heavy Duty Truck (000951) had a net inflow of 31.65 million yuan from institutional investors [4].

Core Insights - China National Heavy Duty Truck Group (China National Heavy Truck) sold approximately 22,000 heavy trucks in August, representing a year-on-year increase of 29%, maintaining its position as the industry leader [1] - FAW Jiefang reported sales of about 16,500 heavy trucks in August, while Dongfeng Motor sold around 15,000 heavy trucks [1] - FAW Jiefang stated that as of September 2025, its market share in the domestic medium and heavy truck sector is 23.3%, with a traditional vehicle market share of 25.7% and a new energy vehicle market share of 17.6%, all ranking first in the industry [1] Company Performance - China National Heavy Truck's August sales performance indicates strong growth and market leadership in the heavy truck sector [1] - FAW Jiefang's commitment to focusing on core technology development and market demand response is aimed at enhancing product iteration and market expansion [1]

Core Viewpoint - The heavy truck industry is at the beginning of an upward cycle, with the expanded subsidy policy for vehicle replacement in 2025 expected to accelerate domestic sales and return to average levels. Although export growth has temporarily slowed, there is significant overseas market potential. Current low valuations of truck stocks suggest that future profits may reach new highs alongside sales, indicating untapped investment value in truck stocks [1]. Sales Performance - In August, heavy truck wholesale, terminal, and export volumes increased by 46.7%, 66.0%, and 15.6% year-on-year, respectively. The wholesale sales volume reached 92,000 units, with a year-to-date total of 716,000 units, reflecting a 14.5% increase year-on-year [2]. - Terminal sales in August were 67,000 units, with a cumulative total of 486,000 units for the year, marking a 25.3% year-on-year increase [2]. - Heavy truck exports totaled 39,000 units in August, with a year-to-date total of 246,000 units, showing a 7.1% year-on-year increase [2]. Inventory and Demand - Inventory levels are healthy, with total inventory at 129,000 units as of the end of August, a slight year-on-year decrease. The dynamic inventory-to-sales ratio stands at 2.4, indicating a reasonable range [3]. - Since the beginning of 2025, logistics demand has shown signs of recovery, with a year-on-year growth rate of 3.8% in August for road freight turnover [3]. Market Share - In the first eight months of 2025, Foton Motor's heavy truck wholesale market share increased by 5.4 percentage points to 12.6% [3]. - Dongfeng Group, Shaanxi Automobile Group, and Foton Motor's terminal sales market shares also saw increases, reaching 21.1%, 11.5%, and 12.3%, respectively [3]. - Heavy Truck Group and Foton Motor's export market shares increased by 5.1 and 5.2 percentage points to 45.8% and 8.7%, respectively [3].

Core Viewpoint - The heavy truck industry is at the beginning of an upward cycle, with the expanded subsidy policy for vehicle replacement in 2025 expected to accelerate domestic sales and return to average levels. Although export growth has temporarily slowed, there is significant overseas market potential. Current low valuations of truck stocks suggest that future profits may reach new highs alongside sales, indicating that the investment value of truck stocks has not been fully realized [1]. Sales Performance - In August, heavy truck wholesale, terminal, and export volumes increased by 46.7%, 66.0%, and 15.6% year-on-year, respectively. The wholesale sales volume reached 92,000 units, with a year-to-date total of 716,000 units, reflecting a 14.5% increase year-on-year [2]. - Terminal sales in August totaled 67,000 units, with a year-to-date total of 486,000 units, marking a 25.3% year-on-year increase. The significant growth in terminal sales is attributed to the effective vehicle replacement policy [2]. - Heavy truck exports in August amounted to 39,000 units, with a year-to-date total of 246,000 units, showing a 7.1% year-on-year increase. Exports to regions outside Russia saw a substantial increase of 71.7% year-on-year [2]. Inventory and Demand - Inventory levels are healthy, with total inventory at 129,000 units as of the end of August, a slight year-on-year decrease. The dynamic inventory-to-sales ratio stands at 2.4, indicating a reasonable range [3]. - Since the beginning of 2025, logistics demand has shown signs of recovery, with a year-on-year growth rate of 3.8% in August for road freight turnover [3]. Market Share - In the first eight months of 2025, Foton Motor's heavy truck wholesale market share increased by 5.4 percentage points to 12.6%. Dongfeng Group, Shaanxi Automobile Group, and Foton Motor also saw increases in their terminal sales market shares [3].

Core Viewpoint - The heavy truck industry in China experienced significant growth in September 2025, with sales reaching approximately 105,000 units, marking an 82% year-on-year increase, driven by policies promoting the replacement of old trucks and a seasonal uptick in demand [1][3][5]. Group 1: Market Performance - In September 2025, the heavy truck market sold about 105,000 units, a 15% month-on-month increase and an 82% year-on-year increase from 58,000 units [3][5]. - The heavy truck market has seen six consecutive months of growth, with an average growth rate of 39% over the past six months [3]. - Cumulatively, from January to September 2025, the heavy truck market sales exceeded 820,000 units, representing a 20% year-on-year growth [3][22]. Group 2: Factors Driving Growth - The surge in sales is attributed to a low base from the previous year, a seasonal increase in demand for freight transport, and government policies encouraging the replacement of older trucks [5][6]. - The export of heavy trucks has also shown steady growth, with September exports expected to rise by approximately 6% year-on-year [5]. Group 3: Segment Performance - The terminal sales of heavy trucks in September showed a rapid year-on-year growth of about 96% and a month-on-month increase of around 27% [6]. - Sales of natural gas heavy trucks (气卡) in September saw a significant recovery, with a year-on-year increase of nearly 140% [6]. - Sales of electric heavy trucks (电卡) reached a record high in September, with terminal sales exceeding 22,000 units, representing a year-on-year increase of 185% [9]. Group 4: Company Performance - China National Heavy Duty Truck Group (中国重汽) sold approximately 27,000 heavy trucks in September, maintaining the industry lead with a 63% year-on-year increase [13]. - FAW Jiefang (一汽解放) achieved a remarkable 200% year-on-year increase in September sales, totaling over 21,000 units [14]. - Dongfeng Motor Corporation (东风公司) sold about 16,500 heavy trucks in September, with a year-on-year growth of 116% [14]. - Other companies like Foton (北汽福田) and XCMG (徐工) also reported significant sales increases of 137% and 133% respectively in September [18][20]. Group 5: Future Outlook - The heavy truck industry is projected to exceed 1 million units in annual sales if the average monthly sales in the last quarter reach 93,000 units [22].

Core Insights - The electric traction vehicle industry in China is experiencing rapid growth driven by stricter environmental regulations, government support policies, and advancements in battery technology and charging infrastructure [1][3][5]. Electric Traction Vehicle Industry Overview - Electric traction vehicles are special vehicles driven by electric motors, primarily used for transporting goods in factories and large warehouses, with a rated towing capacity ranging from 1,000 kg to 6,000 kg [3]. - The market for electric traction vehicles is expected to grow significantly, with sales projected to increase from 0.07 million units in 2020 to 5.58 million units by 2024 [1][5]. Market Demand and Growth - The demand for electric traction vehicles is rapidly increasing, with cumulative sales in the first eight months of 2025 surpassing 85,100 units, representing a 244% year-on-year growth compared to the same period in 2024 [1][6]. - The market share of pure electric traction vehicles is also on the rise, increasing from 90.78% in 2022 to 98.58% in the first eight months of 2025 [6]. Export and Import Trends - The electric traction vehicle industry in China is primarily export-oriented, with exports increasing from 2021 to 2024, while imports have gradually declined [7]. - In the first eight months of 2025, China exported 7,041 electric traction vehicles and imported only 93 units [7]. Competitive Landscape - The number of participants in the electric traction vehicle market has grown, with 30 companies involved in 2024 and 28 by August 2025 [8]. - The top three companies in terms of sales volume in the first eight months of 2025 are FAW Jiefang, XCMG, and SANY, with sales of 14,000, 13,800, and 11,500 units respectively, capturing market shares of 16.43%, 16.20%, and 13.47% [8]. Industry Development Trends - Key trends in the electric traction vehicle industry include lightweight design, which enhances range and load capacity, and smart technology integration, such as autonomous driving and remote monitoring systems [10][11]. - Improvements in battery energy density are expected to enable electric traction vehicles to achieve a range exceeding 1,000 kilometers, allowing for medium to long-distance transport [12].