北京市中伦（深圳）律师事务所 关于润贝航空科技股份有限公司 2025 年第一次临时股东会的 法律意见书 二〇二五年四月 北京市中伦（深圳）律师事务所 关于润贝航空科技股份有限公司 2025 年第一次临时股东会的 法律意见书 致：润贝航空科技股份有限公司 根据《中华人民共和国公司法》（下称"《公司法》"）、中国证券监督管理委 员会发布的《上市公司股东会规则》（下称"《股东会规则》"）的有关规定，北京 市中伦（深圳）律师事务所（下称"本所"）受润贝航空科技股份有限公司（下 称"公司"）委托，指派律师出席公司 2025 年第一次临时股东会（下称"本次股 东会"或"会议"）。 本所现就本次股东会的召集、召开程序，出席人员的资格、召集人资格，表 决程序、表决结果等事宜出具法律意见。 一、 会议召集、召开程序 为召开本次股东会，公司董事会于 2025 年 4 月 10 日在巨潮资讯网 （http://www.cninfo.com.cn）上公告了会议通知。通知载明了会议的召开方式、 召开时间和召开地点，对会议议题的内容进行了充分披露，说明了股东有权出席 并可委托代理人出席和行使表决权，明确了会议的登记办法、有权出席会议股东 ...

Investment Rating - The investment rating for the company is "Add" and maintained [2] Core Views - The company achieved a revenue of 909 million yuan in 2024, representing a year-on-year growth of 10%, while the net profit attributable to shareholders decreased by 4% to 89 million yuan [5][6] - The gross margin improved by 3.58 percentage points to 27.96%, driven by an increase in the gross margin of distribution products and a higher proportion of self-developed products [6] - The company has enhanced its self-developed aviation material capabilities with the completion and commissioning of its Huizhou production base, which significantly boosts its domestic production capacity [8] - The acceleration of C919 aircraft production and delivery is expected to create a substantial demand for aviation materials, with the company poised to benefit from this growth [9][10] - The company has increased its inventory by 33% to 301 million yuan by the end of 2024, in response to tariff impacts and to ensure supply stability [10] - Forecasts for net profit attributable to shareholders for 2025-2027 are 138 million yuan, 170 million yuan, and 205 million yuan, corresponding to PE ratios of 25, 20, and 17 times, respectively [10] Summary by Sections Company Overview - Latest closing price: 37.53 yuan - Total shares: 0.82 billion, circulating shares: 0.27 billion - Total market value: 3.1 billion yuan, circulating market value: 1 billion yuan - 52-week high/low: 41.01/25.26 yuan - Debt-to-asset ratio: 13.5% - PE ratio: 34.32 [4] Financial Performance - Revenue for 2024: 909 million yuan, with a growth rate of 10.14% - Net profit for 2024: 89 million yuan, with a decline of 4.16% - EBITDA for 2024: 134.45 million yuan [12][15] Future Projections - Revenue projections for 2025-2027 are 1.052 billion yuan, 1.210 billion yuan, and 1.384 billion yuan, with growth rates of 15.7%, 14.98%, and 14.38% respectively [12][15] - Expected net profit for 2025-2027: 138 million yuan, 170 million yuan, and 205 million yuan [12][15]

Investment Rating - The investment rating for the company is "Add" and maintained [2] Core Views - The company achieved a revenue of 909 million yuan in 2024, representing a year-on-year growth of 10%, while the net profit attributable to shareholders decreased by 4% to 89 million yuan [5][6] - The gross margin improved by 3.58 percentage points year-on-year, reaching 27.96%, driven by an increase in the gross margin of distribution products and a higher proportion of self-developed products [6] - The company has increased its research and development expenses by 63% year-on-year, indicating a strong commitment to enhancing its self-developed aviation material capabilities [8] - The production and delivery of the C919 aircraft are accelerating, which is expected to significantly boost the demand for aviation materials [9][10] - The company has proactively increased its inventory by 33% year-on-year to 301 million yuan to mitigate the impact of tariff shocks [10] Financial Summary - The company forecasts net profits for 2025, 2026, and 2027 to be 138 million yuan, 170 million yuan, and 205 million yuan respectively, with corresponding PE ratios of 25, 20, and 17 times [10][12] - Revenue is projected to grow from 909 million yuan in 2024 to 1.384 billion yuan in 2027, with a compound annual growth rate of approximately 14.38% [12][15] - The company maintains a low debt-to-asset ratio of 13.5%, indicating a strong financial position [4][15]

证券时报·数据宝统计，截至（4月24日）收盘，沪指报3297.29点，涨0.93点，涨幅为0.03%；深成指报 9878.32点，跌57.48点，跌幅为0.58%；创业板指报1935.86点，跌13.30点，跌幅为0.68%。个股方面， 今日96只A股换手率超过20%，其中，C江顺科、C天有等5只个股换手率达五成以上，半数筹码易主。 （数据宝） 4月24日两市换手率居前个股一览 | 证券代码 | 证券简称 | 收盘价（元） | 换手率（%） | 涨跌幅（%） | | --- | --- | --- | --- | --- | | 001400 | C江顺科 | 66.70 | 72.39 | 78.53 | | 603202 | C天有 | 116.00 | 70.35 | 24.06 | | 920066 | 科拜尔 | 48.65 | 59.97 | -14.47 | | 002094 | 青岛金王 | 9.14 | 57.39 | 2.24 | | 603205 | 健尔康 | 43.75 | 53.69 | 10.01 | | 301277 | 新天地 | 13.27 | 48.54 | 3.75 | ...

Group 1 - The commercial aerospace sector is experiencing a rebound, with companies such as Runbei Aerospace (001316) hitting the limit-up, and others like Lianang Micro (605358), Shenglu Communication (002446), Shanghai Huguang (603131), and Shanghai Hanxun (300762) also seeing significant gains [1] - The Shanghai government is providing support for commercial aerospace launch insurance by subsidizing 50% of the total premium amount [1] - There is an influx of dark pool funds into these stocks, indicating increased investor interest and potential for growth [1]

国信证券股份有限公司 关于润贝航空科技股份有限公司 经中国证券监督管理委员会[2022]978号文核准，润贝航空科技股份有限公 司（以下简称"润贝航科"或"公司"）向社会公开发行不超过人民币普通股 2,000.00万股，每股面值为人民币1元，每股发行价格为人民币29.20元，募集资 金总额人民币58,400.00万元，扣除发行费用后的募集资金净额为人民币 47,308.02万元。天职国际会计师事务所（特殊普通合伙）已于2022年6月21日对 公司首次公开发行股票的资金到位情况进行了审验，并出具天职业字 [2022]35214号《验资报告》。 国信证券作为润贝航科首次公开发行股票并上市的保荐人，于上市之日起 对公司进行持续督导工作，持续督导期为2022年6月24日至2024年12月31日。截 至目前，持续督导期已届满，国信证券根据《证券发行上市保荐业务管理办法》 《深圳证券交易所股票上市规则》《上市公司监管指引第2号—上市公司募集资 金管理和使用的监管要求》《深圳证券交易所上市公司自律监管指引第13号— 保荐业务》《深圳证券交易所上市公司自律监管指引第1号—主板上市公司规范 运作》等法规、规范性文件相关要求，出 ...

Summary of the Conference Call for Runbei Aviation Technology Company Overview - **Company**: Runbei Aviation Technology - **Year**: 2024 - **Revenue Growth**: 56% increase in revenue, maintaining stable profits - **Domestic Business Growth**: Over 27% increase in domestic business revenue, gross margin around 50% - **R&D Investment**: R&D expenses increased by 63% [1][2] Key Points and Arguments Financial Performance - **Revenue**: Achieved revenue of 909 million yuan, a year-on-year increase of 10.414% - **Net Profit**: Net profit attributable to shareholders was 88.52 million yuan, a decrease of 4.16% [2] - **Asset Impairment Loss**: Increased by 15 million yuan to 19 million yuan due to goodwill impairment from the acquisition of Qingyun [3][24] Strategic Responses to Tariffs - **Tariff Impact**: Anticipated 125% tariffs on U.S. imports; the company had preemptive measures in place since 2018 [4][27] - **Preparedness**: Increased inventory, signed agreements with strategic clients including price adjustment clauses, and maintained communication with clients [4][27] - **Opportunity from Tariffs**: Tariff increases have driven demand for domestic products, presenting opportunities for self-developed business [4][27] Domestic Material Development - **Production Base**: The Huizhou base has been fully operational, expanding product lines to include avionics, gas cylinders, and adhesive tapes [1][5] - **Certification**: Approximately 2,400 part numbers have received airworthiness certification from the Civil Aviation Administration of China [1][2] - **Market Position**: Increased market penetration and operational efficiency due to improved certification processes and customer acceptance [5] C919 Project and Future Outlook - **C919 Production Capacity**: Expected production of 75 aircraft in 2025, increasing to 200 by 2029; procurement volume for materials expected to quadruple compared to the previous year [1][11] - **Sales Revenue from C919**: Estimated sales revenue from COMAC (Commercial Aircraft Corporation of China) is over 48 million yuan [1][11] AI Product Development - **AI Inspection Glasses**: Self-developed AI inspection glasses are being promoted among several airlines, with significant market demand but slow adoption due to stringent application requirements [3][25] - **Investment in R&D**: Continued investment in information technology and AI R&D teams to enhance product reliability [25] Future Plans and Market Expansion - **Expansion Plans**: Plans to accelerate digital transformation and enhance the competitiveness of self-developed materials in 2025 [2][21] - **Overseas Market Strategy**: Increased focus on Southeast Asian markets, aligning with COMAC's international strategy [9] Additional Important Information - **Tax Expenses**: Income tax expenses increased by approximately 25 million yuan in 2024, totaling 36 million yuan [23] - **Inventory Levels**: Strategic product inventory is reported to be sufficient, with proactive stocking strategies implemented in anticipation of tariff increases [12] - **Acquisition Strategy**: Future acquisitions may focus on companies with strong R&D capabilities to enhance technological strength [15][16]

Group 1 - The stock of Runbei Hangke has experienced a significant increase, with three limit-up days within four trading days, resulting in a cumulative increase of 24.76% and a turnover rate of 100.18% [2] - As of 10:02, the stock's trading volume reached 8.6387 million shares, with a transaction amount of 344 million yuan and a turnover rate of 31.75% [2] - The latest total market capitalization of the A-shares is 3.382 billion yuan, while the circulating market capitalization is 1.116 billion yuan [2] Group 2 - On April 18, the company released its 2024 annual report, indicating a total operating revenue of 909 million yuan, representing a year-on-year growth of 10.14%, while net profit was 89 million yuan, showing a year-on-year decline of 4.16% [2] - The stock's performance over recent days includes notable fluctuations, with a daily increase of 10.00% on April 21 and a decrease of 6.28% on April 18 [2]

Financial Performance - In 2024, the company achieved operating revenue of 909 million yuan, representing a year-on-year growth of 10.14% [2] - The net profit attributable to shareholders was 88.52 million yuan, a decrease of 4.16% compared to the previous year [2] - The company maintained a stable profit level despite a 56% increase in equity incentive expenses [2] Business Development - The revenue from domestic production business grew by 27.64% year-on-year [2] - R&D expenses increased by 63.08% compared to 2023 [2] - By the end of 2024, approximately 2,400 part numbers had passed the relevant airworthiness certification from the Civil Aviation Administration of China [2] Strategic Initiatives - The company will continue to implement a "dual-engine" strategy of distribution and self-research in aviation equipment [2] - Plans to accelerate digital transformation and enhance overall operational efficiency [2] - The company aims to improve the competitiveness, sales scale, and profit margins of self-researched aviation equipment products [2] Market Adaptation - The company is focused on closely monitoring policy and industry dynamics to mitigate the impact of external environmental changes [4] - Strategies include improving product structure, expanding unaffected part numbers, and developing new businesses [6] - The sales team has established agreements with major clients to adjust prices in response to external changes, ensuring communication flexibility [6] Product Development - The company has developed a competitive advantage in aviation materials and airworthiness certification systems [5] - Current sales of domestic aviation equipment primarily target airlines and aircraft maintenance companies, with products that can replace original equipment from Boeing and Airbus [5] - The company has established a range of domestically produced aviation equipment, including cabin components and high polymer materials [5] International Expansion - The company maintains an international development perspective, with a Hong Kong subsidiary responsible for overseas customer development and service [8] - The overseas business team is exploring localized service models for domestic aircraft in international markets [8]

Market Overview - The A-share market experienced a significant rise, with the Shanghai Composite Index approaching 3300 points and major indices like the Shenzhen Component and ChiNext Index rising over 1% [1] - The total trading volume in the A-share market exceeded 1 trillion yuan, marking a return to above 10 billion yuan [1] Sector Performance - Over 4300 stocks in the market showed gains, with notable increases in the automotive industry, paper sector, pharmaceutical sector, gold concept stocks, large aircraft concept, and humanoid robot concept [2][3][7][10] - Gold concept stocks surged, with several stocks reaching their daily limit, and the price of spot gold exceeded $3390 per ounce, setting a new historical high [3][4] Gold Sector Insights - The demand for gold is driven by geopolitical uncertainties and a decline in trust towards dollar assets, leading to increased net purchases of gold by global central banks [5][6] - Central banks are projected to purchase over 1000 tons of gold annually from 2022 to 2024, contributing to a bullish outlook for gold prices [5][6] Large Aircraft Sector Insights - The large aircraft concept saw strong performance, with stocks like Tongyi Aerospace rising over 16% [7] - The domestic airlines are currently facing delays in receiving Boeing aircraft due to "reciprocal tariffs," prompting interest in Chinese commercial aircraft in Southeast Asia [9] Humanoid Robot Sector Insights - The humanoid robot concept gained traction, with stocks like Zhenyu Technology and Wanda Bearings seeing significant increases [10][12] - The recent marathon event in Beijing showcased humanoid robots, enhancing the visibility and potential of this sector [10][12]