北京市中伦（深圳）律师事务所 关于深圳拓邦股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年四月 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》"）、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》"）以及《深圳拓邦股份有限公司章 程》（以下简称"《公司章程》"）的有关规定，北京市中伦（深圳）律师事务 所（以下简称"本所"）接受贵公司的委托，指派律师出席贵公司 2024 年年度 股东大会（以下简称"本次股东大会"），对本次股东大会召集与召开的程序、 出席会议人员资格、召集人的资格、表决程序和表决结果等重要事项的合法性进 行现场见证，并依法出具法律意见书。 本所律师得到贵公司的如下保证：贵公司已经提供和披露了本所律师认为为 出具本法律意见书必需的文件和全部事实情况，贵公司所提供的全部文件和说明 （包括书面及口头）均是真实的、准确的、完整的，所提供的文件副本或复印件 与正本或原件一致。 在本法律意见书中，本所律师仅对本次股东大会的召集、召开程序、出席会 议人员资格、召集人资格及会议表决程序、表决结果是否符合《公司法》和 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [2][8] Core Views - The company has achieved a breakthrough in revenue, surpassing 10 billion yuan in 2024, with a total revenue of 10.501 billion yuan, representing a year-on-year growth of 16.78% [5] - The company's net profit attributable to shareholders reached 671 million yuan, a year-on-year increase of 30.25% [5] - The company is focusing on R&D investments in robotics and smart driving technologies, with a significant increase in R&D expenses to 809 million yuan, accounting for 7.70% of revenue [5] - The company is expected to benefit from a favorable tariff environment and has a diversified overseas market presence, reducing risks associated with single-market dependencies [5] Financial Performance Summary - Revenue projections for the company are as follows: - 2023A: 12,276 million yuan - 2024A: 10,501 million yuan (growth rate of 16.8%) - 2025E: 12,276 million yuan (growth rate of 17%) - 2026E: 14,081 million yuan (growth rate of 15%) - 2027E: 16,045 million yuan (growth rate of 14%) [2][7] - Net profit projections are as follows: - 2023A: 516 million yuan - 2024A: 671 million yuan (growth rate of 30.2%) - 2025E: 809 million yuan (growth rate of 20.5%) - 2026E: 984 million yuan (growth rate of 21.5%) - 2027E: 1,176 million yuan (growth rate of 19.5%) [2][7] - The company's earnings per share (EPS) are projected to be: - 2024A: 0.54 yuan - 2025E: 0.65 yuan - 2026E: 0.79 yuan - 2027E: 0.94 yuan [2][7] Business Segments - The tools and home appliances segment generated revenue of 7.981 billion yuan, a year-on-year increase of 25.48% due to recovering downstream demand [5] - The digital energy and smart automotive segments reported revenue of 2.052 billion yuan, a year-on-year decrease of 6.32% [5] - The robotics segment achieved revenue of 468 million yuan, a year-on-year increase of 6.09% [5] Market Position and Strategy - The company is positioned as a leader in smart controllers in China and is actively expanding its product offerings in robotics and smart appliances [5] - The company is enhancing its brand marketing efforts to increase market influence in the complete machine business [5] - The company aims to provide comprehensive smart control solutions and services to leading global brand clients, particularly in the automotive sector [5]

Industry Outlook - The global smart controller market is experiencing steady growth due to increasing penetration rates in downstream industries and expanding application scenarios [1][2]. - The integration of smart controllers with artificial intelligence and robotics is redefining lifestyles and work methods, creating unprecedented possibilities [2]. Company Performance - The company is currently in a rapid growth phase, with good operational performance; specific performance details will be disclosed in the Q1 report on April 24, 2025 [3][4]. - The company anticipates a good performance in Q1, with results to be confirmed in the upcoming report [3]. Profitability Insights - The company maintains a higher gross margin compared to peers, attributed to significant R&D investments and efficiency improvements [4][5]. - The net profit margin is relatively low (around 5-6%) due to increased investments in new business areas and overseas operations, which are still in the cultivation phase [5][6]. Strategies for Improvement - Future strategies to enhance net profit margin include targeting high-value customers, improving product value, and optimizing management costs [5][6]. - The company is focused on reducing costs through product structure optimization and operational efficiency measures [6][7]. Market Adaptation - The company is closely monitoring international market changes and has diversified production locations to mitigate tariff risks from the U.S. [7][8]. - The overseas factories are performing well, with significant growth in production and sales, effectively reducing tariff impacts [13][19]. R&D and Innovation - The company is investing heavily in AI and robotics, with a focus on developing high-value products and maintaining a competitive edge in the market [21][24]. - The R&D investment for 2024 is projected at 9.52 billion CNY, accounting for 9.07% of revenue, with a focus on robotics, digital energy, and intelligent driving [21]. Market Communication and Investor Relations - The management acknowledges the need for improved communication with the capital market to align stock price with company performance [5][20]. - The company plans to enhance its market presence and brand recognition through increased marketing efforts and participation in trade shows [20][24].

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Core Viewpoint - The company has successfully developed key components for its dexterous hand, including hollow cup motors, and has received bulk orders from over 10 leading enterprises in the industry [1] Group 1 - The company possesses comprehensive design and R&D capabilities for key components of the dexterous hand [1] - The company has achieved sample submissions and bulk orders from more than 10 industry-leading enterprises [1]

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 18.63 CNY [2][6]. Core Insights - The company achieved a revenue of 10.501 billion CNY in 2024, representing a year-on-year increase of 16.78%, and a net profit attributable to shareholders of 671 million CNY, up 30.25% year-on-year [2][6]. - The company is implementing a refined operational strategy, effectively reducing costs through innovative design, supplier management, and enhanced production efficiency, resulting in a gross margin of 22.97% and a net margin of 6.40% for 2024 [6][7]. - The company has diversified its business segments, with revenue from tools and home appliances, digital energy and smart vehicles, and robotics reaching 7.981 billion CNY, 2.052 billion CNY, and 468 million CNY respectively, with varying growth rates across segments [6][7]. Financial Performance Summary - In 2024, the company reported total revenue of 10.501 billion CNY, with a year-on-year growth rate of 16.8% projected for 2025 [7]. - The net profit attributable to shareholders is expected to grow to 830 million CNY in 2025, reflecting a growth rate of 23.6% [7]. - The company’s earnings per share (EPS) is projected to increase from 0.54 CNY in 2024 to 0.67 CNY in 2025 [7]. Business Segment Analysis - The tools and home appliances segment saw a revenue increase of 25.48%, while the digital energy and smart vehicle segment experienced a decline of 6.32% [6]. - The robotics segment achieved a gross margin of 28.68%, focusing on service robots and industrial applications, with significant advancements in product integration and performance metrics [6][7]. Future Projections - Revenue forecasts for the company are 12.558 billion CNY in 2025, 14.738 billion CNY in 2026, and 17.311 billion CNY in 2027, with corresponding net profits of 830 million CNY, 1.034 billion CNY, and 1.276 billion CNY respectively [7][8]. - The company is expected to maintain a competitive edge in the smart control sector, with increasing overseas production capacity and breakthroughs in robotics [6][7].

Investment Rating - The report maintains a "Buy" rating for the company [2][8]. Core Insights - The controller industry is recovering, and the company's market share is expected to increase, with positive trends in its main business. The digital energy, smart automotive, and robotics sectors are opening up new growth opportunities. The projected net profit attributable to the parent company for 2025-2027 is estimated at 0.89 billion, 1.12 billion, and 1.40 billion respectively, representing year-on-year growth of 33%, 26%, and 25%, with corresponding PE ratios of 22, 17, and 14 [2][5]. Financial Performance - In 2024, the company achieved operating revenue of 10.501 billion, a year-on-year increase of 16.78%, and a net profit attributable to the parent company of 0.671 billion, up 30.25% year-on-year. In Q4 2024, the operating revenue was 2.802 billion, a 6.48% increase year-on-year, while the net profit was 0.119 billion, a decrease of 14.30% year-on-year [5][10]. Business Segments - **Tools and Home Appliances**: This segment generated revenue of 7.981 billion, a year-on-year increase of 25.48%, with a gross margin of 23.17%. The smart controller is the core product, with a shipment volume of 178 million units, up 28.5% year-on-year [10]. - **Digital Energy and Smart Automotive**: This segment reported revenue of 2.052 billion, a decline of 6.32%, with a gross margin of 20.91%. The company has made significant progress in overseas markets, particularly in large-scale energy storage applications [10]. - **Robotics**: The robotics segment achieved sales revenue of 0.468 billion, a year-on-year increase of 6.09%, with a gross margin of 28.68%. The company is focusing on humanoid robots and has developed a product platform for hollow cup motors [10].

Core Insights - The battery swapping concept saw a rise of 0.52% on April 2, with a net inflow of 206 million yuan from major funds, indicating positive investor sentiment in this sector [1] - Out of 45 stocks in this concept, 28 stocks increased while 17 stocks decreased, reflecting a generally favorable market condition [1] Company Summaries - **Beiqi Blue Valley (600733)**: Latest price at 8.77 yuan, with a rise of 0.69% and a net inflow of 108 million yuan, accounting for 6.3% of the total net inflow [2] - **Zhongheng Electric (002364)**: Latest price at 15.49 yuan, with a significant increase of 4.52% and a net inflow of 100 million yuan, representing 12.68% of the total net inflow [2] - **Tongyu Communication (002792)**: Latest price at 14.79 yuan, with a rise of 4.89% and a net inflow of 45.385 million yuan, making up 11.41% of the total net inflow [2] - **Tuobang Co., Ltd. (002139)**: Latest price at 15.09 yuan, with an increase of 2.31% and a net inflow of 44.045 million yuan, which is 9.15% of the total net inflow [2] - **Aima Technology (603529)**: Latest price at 46.97 yuan, with a rise of 1.45% and a net inflow of 27.336 million yuan, accounting for 14.52% of the total net inflow [2] - **Qianli Technology (601777)**: Latest price at 8.57 yuan, with an increase of 2.27% and a net inflow of 20.908 million yuan, representing 5.4% of the total net inflow [2] - **Shandong Weida (002026)**: Latest price at 11.7 yuan, with a rise of 4.46% and a net inflow of 18.459 million yuan, which is 5.0% of the total net inflow [2] - **Bohui Precision (688097)**: Latest price at 30.15 yuan, with an increase of 1.82% and a net inflow of 13.670 million yuan, accounting for 10.13% of the total net inflow [2] - **Guodian Nari (600406)**: Latest price at 21.9 yuan, with a slight decrease of 0.95% and a net inflow of 12.139 million yuan, representing 2.84% of the total net inflow [2] - **Jinguang Co., Ltd. (300510)**: Latest price at 4.39 yuan, with an increase of 1.62% and a net inflow of 6.782 million yuan, which is 4.57% of the total net inflow [2]

Group 1: Company Growth and Financial Targets - The company plans to launch an equity incentive plan by the end of 2024, targeting an average growth rate of 15% for revenue and over 20% for net profit excluding non-recurring items, reflecting confidence in future development [2] - Key growth areas for 2025 include the basic sector, lithium battery tools, home appliances, digital energy, and smart vehicles, with expectations for healthy growth across these segments [2] Group 2: Robotics and AI Product Development - The company is focusing on AI products, with expectations for rapid market promotion in 2025, moving from initial development to broader market adoption [3] - AI lawnmowers are being introduced to the European and American markets, automating tasks that previously required high labor costs, showcasing advancements in navigation and collision avoidance technology [3] - The humanoid robot sector is being developed with a focus on hollow cup motors, with significant progress in product development and market application anticipated [4][5] Group 3: Financial Performance and Margins - The company's gross margin has shown a steady increase from 20.14% in 2022 to 22.97% in 2024, with expectations for continued improvement in 2025 through new product launches and cost reduction measures [6] - Fluctuations in gross margin are attributed to changes in customer and product structure, as well as accounting policy adjustments [6] Group 4: Competitive Advantages and Market Position - The company has established a competitive edge in the hollow cup motor market, with a 100% year-on-year increase in shipments, totaling 3.53 million units in 2024 [7] - The company is recognized for breaking the monopoly in the hollow cup motor sector and has developed a comprehensive technical capability from design to mass production [7] Group 5: Regulatory and Market Challenges - The impact of the EU's Forced Labor Law on the company is expected to be limited, as the majority of revenue comes from diverse international markets [8] - The company is actively pursuing digital transformation and operational efficiency improvements to mitigate potential impacts from trade tensions and tariffs [8]

Summary of TuoBang Co., Ltd. Conference Call Company Overview - TuoBang Co., Ltd. operates primarily in three business segments: tools and home appliances, digital energy and smart automotive, and robotics. The tools and home appliances segment accounts for nearly 75% of revenue, with an expected growth rate of about 20% in the coming years. The digital energy and smart automotive segment represents approximately 20%, while the robotics segment currently accounts for less than 5%, indicating a future growth opportunity for the company [3][4][5]. Financial Performance - In 2024, TuoBang achieved revenue exceeding 10 billion, a year-on-year increase of 16.78%. The net profit attributable to shareholders reached 671 million, up 30% year-on-year, while the net profit excluding non-recurring items was 642 million, reflecting a 25.4% increase. This performance indicates significant success in the company's growth strategy [4][5]. - Over the past decade, TuoBang's revenue has grown tenfold, with a compound annual growth rate (CAGR) of 25% for net profit excluding non-recurring items, driven by increased demand for smart products and continuous investment in technological innovation [6]. Business Segment Performance - The tools and home appliances segment saw a revenue increase of 25.48%, with a gross margin improvement to 23.17%. This growth is attributed to recovering downstream demand and expansion in overseas markets [9]. - The digital energy and smart automotive segment, while smaller in scale (approximately 400 million), is experiencing rapid growth through high-end technology market entry and collaboration with top-tier clients [10][11]. - The robotics segment, although not showing high growth in the reporting period, has a higher gross margin compared to other segments and is expected to be a significant profit growth point in the future [12]. Strategic Developments - TuoBang aims to expand its business structure over the next five years, targeting the digital energy segment to become the largest segment. The company plans to enhance its market share in tools and home appliances to 10% [4][15]. - The company is focusing on AI technology development, particularly in smart controllers and robotics, to capitalize on emerging market opportunities [7][27]. - TuoBang's strategy for 2025 includes expanding its smart controller business, achieving breakthroughs in AI-integrated products, and accelerating international market expansion [27][29]. Market Trends and Competitive Landscape - The tools and home appliances market is expected to grow steadily over the next three to five years, with TuoBang aiming to double its market share to 10% [16][17]. - AI technology is driving the transformation of traditional devices into smart products, enhancing product value and expanding application scenarios, which presents significant growth potential for TuoBang [18]. - The company has competitive advantages in the humanoid robotics sector, particularly through its hollow cup motor technology, which has been developed over a decade [22][23]. Challenges and Future Outlook - The fourth quarter of 2024 saw a decline in gross margin due to product mix differences and accounting policy adjustments, with expectations for improvement in 2025 [13][14]. - TuoBang is navigating challenges in the global supply chain and trade environment by enhancing its adaptability and aiming for significant growth from 10 billion to 100 billion in revenue [28][30]. Conclusion - TuoBang Co., Ltd. is positioned for robust growth across its business segments, leveraging technological advancements and strategic market expansions. The company is focused on enhancing its competitive edge in the evolving landscape of smart products and robotics, while also addressing challenges in profitability and market dynamics.