北京市金杜律师事务所上海分所 关于常州长青科技股份有限公司 2025 年第一次临时股东大会 之法律意见书 致：常州长青科技股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受常州长青科技股份有 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《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、规章和规范性文 件和现行有效的公司章程有关规定，指派律师出席了公司于 2025 年 9 月 8 日召 开的公司 2025 年第一次临时股东大会（以下简称本次股东大会），并就本次股 东大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. 经公司 2023 年第一次临时股东大会审议通过的《常州长青科技股份有 限公司章程》及 2023 年第二次临时股东大会审议通过的《常州长青科 技股份有限公司章程修正案》（以下简称《 ...

本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东大会不存在否决议案的情形； 2.本次股东大会不涉及变更以往股东大会已通过的决议。 一、 会议召开和出席情况 （一）会议召集人：公司董事会 证券代码：001324 证券简称：长青科技 公告编号：2025-041 常州长青科技股份有限公司 2025 年第一次临时股东大会决议公告 （二）会议主持人：董事长周银妹女士 （三）召开方式：采取现场投票与网络投票相结合方式 （四）会议召开时间： 1、现场会议召开时间：2025 年 9 月 8 日（星期一）14:30 2、网络投票时间：2024 年 9 月 8 日（星期一） 其中通过深圳证券交易所交易系统进行网络投票的时间为：2025 年 9 月 8 日 9:15—9:25，9:30—11:30 和 13:00—15:00； 通过深圳证券交易所互联网系统投票的具体时间为：2025 年 9 月 8 日 9:15 —15:00 期间的任意时间。 （五）召开地点：江苏省常州市新北区河海西路 300 号公司会议室 （六）本次股东大会的召集、召开及表决方式符合《中华 ...

Core Viewpoint - Changqing Technology (001324.SZ) has shown signs of performance recovery in the first half of 2025 after experiencing declines in revenue and net profit in the year following its IPO in 2023 [1][2]. Financial Performance - In the first half of 2025, Changqing Technology achieved operating revenue of 230 million yuan, a year-on-year increase of 11.24% [1]. - The net profit attributable to shareholders was 36.799 million yuan, reflecting a year-on-year growth of 4.51% [1]. - The net profit after deducting non-recurring items was 33.242 million yuan, up 15.53% year-on-year [1]. - Despite the growth in net profit, the gross profit margin and net profit margin both declined compared to the previous year [1]. Accounts Receivable - As of the end of the first half of 2025, Changqing Technology's accounts receivable reached 354 million yuan, accounting for 26.07% of total assets, marking an increase from the end of the previous year [2]. - The accounts receivable have been on the rise for three consecutive years since 2022, with figures of 179 million yuan, 259 million yuan, 326 million yuan, and 341 million yuan from 2021 to 2024 respectively [2]. - The company has implemented customer credit policies and regular collection efforts to manage accounts receivable effectively [2]. Business Segments - Changqing Technology's primary business involves rail transit and architectural decoration, with rail transit contributing approximately 60% of its revenue [3]. - The rail transit segment mainly consists of sandwich composite materials used in vehicle interior decoration [3]. - The company aims to expand its product range and explore new application areas through technological upgrades [3]. International Expansion - Changqing Technology has been actively expanding its overseas business, with overseas revenue reaching 113 million yuan in 2024, a year-on-year increase of 10.24%, accounting for 24.61% of total revenue [4]. - The company has established new marketing networks in Europe and the Yangtze River Delta region in China [4]. - Future plans include enhancing overseas marketing networks, increasing R&D investment in new products, and meeting customized product demands from existing and new clients [4].

Business Overview - The main business of the company is the research and manufacturing of "sandwich" lightweight composite materials, applied in rail transit and architectural decoration sectors [2][3]. - The company aims to expand into multiple fields, accumulating a wide range of products and services [2]. Financial Performance - In the first half of 2025, the company's revenue increased by 11.24% year-on-year, with rail transit vehicle business growing by 10.56% and architectural decoration business by 10.94% [3]. - The gross margin for the architectural decoration business improved to 19.24% [3]. Strategic Initiatives - The company is considering incorporating ESG performance into executive assessment metrics to enhance sustainability efforts [3]. - Plans for capacity expansion are underway, with management evaluating industry trends, market demand, and financial capabilities [3]. Competitive Advantages - The company is a pioneer in the development and application of "sandwich" lightweight composite materials, with strengths in product craftsmanship, technological innovation, and service systems [4][5]. - A focus on customer needs drives continuous investment in new product development and operational efficiency improvements [5]. Cash Flow and Financial Management - The net cash flow from operating activities improved from -10.28 million to 14.99 million, attributed to reduced procurement payments [5]. - The company has established a sales and receivables management system to enhance accounts receivable management and optimize cash flow [6]. Market Position and Expansion - International revenue accounts for 25.43%, with ongoing efforts to develop new overseas clients and expand market share [7]. - The company plans to increase its marketing efforts and enhance brand influence in both domestic and international markets [5][7]. Dividend Policy - The company plans to distribute a cash dividend of 0.60 yuan per 10 shares, with a dividend payout ratio of approximately 22.4% [7].

Core Insights - The rail transit equipment sector experienced a decline of 2.51% on August 27, with Changqing Technology leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Stock Performance - Notable gainers included Tongye Technology, which rose by 5.65% to a closing price of 31.98, and Bidder Technology, which increased by 4.81% to 27.68 [1] - Major decliners included Changqing Technology, which fell by 5.94% to 20.92, and Gaotie Electric, which decreased by 4.95% to 9.02 [2] Trading Volume and Capital Flow - The rail transit equipment sector saw a net outflow of 477 million yuan from institutional investors, while retail investors contributed a net inflow of 285 million yuan [2] - The trading volume for Tongye Technology was 83,400 shares, with a transaction value of 257 million yuan, while Changqing Technology had a trading volume of 72,700 shares and a transaction value of 157 million yuan [2][3] Capital Inflow Analysis - Among individual stocks, Yanao Co. saw a net outflow of 9.28 million yuan from institutional investors, while it had a net inflow of 2.52 million yuan from retail investors [3] - Bidder Technology experienced a net inflow of 5.69 million yuan from institutional investors, but a net outflow of 21.53 million yuan from retail investors [3]

Core Insights - Longqing Technology (001324.SZ) reported a total operating revenue of 230 million yuan for the first half of 2025, an increase of 23.25 million yuan compared to the same period last year, representing a year-on-year growth of 11.24% [1] - The net profit attributable to shareholders reached 36.799 million yuan, an increase of 1.5892 million yuan from the same period last year, marking a 4.51% year-on-year increase and achieving three consecutive years of growth [1] - The net cash inflow from operating activities was 14.9903 million yuan, an increase of 25.2738 million yuan compared to the same period last year [1] Financial Ratios - The latest debt-to-asset ratio stands at 15.25%, a decrease of 2.05 percentage points from the previous quarter [3] - The latest gross profit margin is 33.33%, an increase of 3.30 percentage points from the previous quarter [3] - The latest return on equity (ROE) is 3.22% [3] Earnings Per Share - The diluted earnings per share (EPS) is 0.27 yuan, an increase of 0.01 yuan compared to the same period last year, reflecting a year-on-year growth of 3.81% [3] Asset Turnover - The latest total asset turnover ratio is 0.17 times, an increase of 0.01 times compared to the same period last year, representing a year-on-year growth of 7.27% [3] - The latest inventory turnover ratio is 1.01 times [3] Shareholder Structure - The number of shareholders is 15,600, with the top ten shareholders holding a total of 82.7042 million shares, accounting for 59.93% of the total share capital [3] - The largest shareholder is Changzhou Longqing Industrial Investment Group Co., Ltd., holding 30.61% of the shares [3]

Core Insights - The company reported a total revenue of 230 million yuan for the first half of 2025, representing an 11.24% year-on-year increase [1] - The net profit attributable to shareholders reached 36.8 million yuan, up 4.51% year-on-year [1] - The second quarter revenue was 133 million yuan, with a 6.53% increase compared to the same period last year [1] - The net profit for the second quarter was 24.1 million yuan, reflecting a 13.15% year-on-year growth [1] Financial Performance - Gross margin stood at 33.33%, down 5.21% year-on-year, while net margin was 16.59%, a decrease of 3.11% [1] - Total selling, administrative, and financial expenses amounted to 19.6 million yuan, accounting for 8.54% of revenue, which is a 32.26% decrease year-on-year [1] - Earnings per share increased by 3.81% to 0.27 yuan, and operating cash flow per share surged by 245.77% to 0.11 yuan [1] Revenue and Cost Analysis - Revenue growth of 11.24% was driven by increases in rail vehicle and construction decoration business revenues [3] - Operating costs rose by 14.38% due to the corresponding increase in revenue [3] - Sales expenses decreased by 25.39% due to lower business entertainment and advertising costs [3] - Financial expenses saw a significant decrease of 5579.88% attributed to increased exchange gains [3] Cash Flow and Investment - Net cash flow from operating activities increased by 245.77% due to reduced cash payments for goods purchased [3] - Net cash flow from investing activities decreased by 147.16% due to increased cash payments for investments [3] - Net cash flow from financing activities increased by 83.12% as cash payments for debt repayment decreased [3] - The net increase in cash and cash equivalents dropped by 613.45% due to higher cash outflows from investing activities [3] Company Strategy and Outlook - The company is focusing on domestic and international market expansion and continuous technological innovation to enhance operational performance [6] - The management emphasizes the importance of capital expenditure and its impact on financial health, suggesting a need for careful evaluation of capital projects [6] - The company has implemented an employee stock ownership plan to align the interests of management and core employees with long-term company growth [5]

Core Insights - The company reported a total revenue of 230 million yuan for the first half of 2025, representing an 11.24% year-on-year increase, and a net profit attributable to shareholders of 36.79 million yuan, up 4.51% year-on-year [1][3] - The second quarter revenue was 133 million yuan, with a year-on-year growth of 6.53%, and a net profit of 24.09 million yuan, reflecting a 13.15% increase compared to the same period last year [1][3] - The company has a significant accounts receivable issue, with accounts receivable amounting to 354 million yuan, which is 588.23% of the net profit [1][4] Financial Performance - Revenue growth was driven by increases in the rail vehicle and construction decoration businesses [3] - Operating costs increased by 14.38% due to the rise in revenue, while sales expenses decreased by 25.39% due to lower business entertainment and advertising costs [3] - The gross margin decreased to 33.33%, down 5.21% year-on-year, and the net margin fell to 16.59%, down 3.11% year-on-year [1][3] Cash Flow and Investment - Operating cash flow per share increased significantly by 245.77% to 0.11 yuan, attributed to reduced cash payments for goods [1][3] - Investment cash flow decreased by 147.16% due to increased cash payments for investments, while financing cash flow increased by 83.12% due to reduced cash payments for debt repayment [3][4] Business Evaluation - The company's return on invested capital (ROIC) was 5.36%, indicating average capital returns, with a historical median ROIC of 16.96% since its listing [4] - The company relies heavily on capital expenditures for performance, necessitating careful evaluation of capital spending projects [4] - The company has a healthy cash asset position, but attention is needed on cash flow and accounts receivable management [4] Management and Strategy - The company is focused on steady operational progress and aims for significant growth in revenue and performance to meet stock incentive targets for 2025 [5] - The implementation of an employee stock ownership plan is intended to align the interests of management and core employees with the long-term development of the company [5]

Core Insights - Changqing Technology (001324.SZ) released its semi-annual report for 2025 on August 23, 2025, indicating significant institutional investor interest [1] Institutional Holdings - As of August 22, 2025, a total of 11 institutional investors disclosed holdings in Changqing Technology A-shares, with a combined holding of 77.93 million shares, representing 56.47% of the total share capital [1] - The top ten institutional investors include Changzhou Changqing Industrial Investment Group Co., Ltd., Awei Holdings Limited, and several others, collectively holding 55.82% of the shares [1] - Compared to the previous quarter, the combined holding percentage of the top ten institutions decreased by 3.89 percentage points [1]

Core Viewpoint - The company has announced a profit distribution plan for the first half of 2025, proposing a cash dividend of 0.60 yuan per 10 shares, without issuing bonus shares or capital reserve transfers [1][2][3] Group 1: Profit Distribution Plan - The profit distribution plan is based on a total share capital of 138,000,000 shares, excluding 545,600 shares that have been repurchased, resulting in a base of 137,454,400 shares for the cash dividend calculation [2][3] - The total cash dividend amount is set at 8,247,264 yuan (including tax) [3] Group 2: Financial Performance - The net profit attributable to shareholders for the first half of 2025 is reported at 36,798,974.57 yuan (unaudited), with the parent company achieving a net profit of 24,191,659.67 yuan (unaudited) [1] - The total distributable profit available for all shareholders at the end of the first half of 2025 is 304,502,377.28 yuan, after accounting for retained earnings and previously distributed dividends [1] Group 3: Approval Process - The profit distribution plan has been approved by the company's board and supervisory board and will be submitted for review at the first extraordinary general meeting of shareholders in 2025 [1][2]