北京金诚同达（上海）律师事务所 关于 康力电梯股份有限公司 2025 年第三次临时股东大会的 法律意见书 上海市浦东新区世纪大道88号金茂大厦18层 电话：86-21-3886 2288 传真：86-21-3886 2288*1018 北京金诚同达（上海）律师事务所 法律意见书 北京金诚同达（上海）律师事务所 关于康力电梯股份有限公司 2025 年第三次临时股东大会的 法律意见书 金沪法意[2025]第 307 号 致：康力电梯股份有限公司 北京金诚同达（上海）律师事务所（以下简称"本所"）接受康力电梯股份 有限公司（以下简称"康力电梯"或"公司"）的聘请，指派本所律师出席公司 2025 年第三次临时股东大会（以下简称"本次股东大会"、"会议"或"本次 会议"），并对会议的相关事项出具法律意见书。 本所律师根据《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》"）、《上市公司股东会规则》 （以下简称"《股东会规则》"）、《律师事务所从事证券法律业务管理办法》 《律师事务所证券法律业务执业规则（试行）》等有关法律、法规和规范性文件 的要求以及《康力电梯股份有限公 ...

Core Viewpoint - Kangli Elevator Co., Ltd. has signed operation and maintenance contracts for the Chengdu Metro lines, totaling over 750 million yuan, indicating a significant business development for the company [1][2]. Group 1: Contract Details - The contracts include maintenance services for 425 escalators and 63 elevators on Chengdu Metro Line 13, and 119 escalators and 18 elevators on Line 10, with a project duration of 180 months [2]. - The total contract price for the two projects is approximately 586.76 million yuan and 164.56 million yuan, respectively [1]. - The contracts will be executed by a joint venture, Sichuan Kangli Weitraffic Equipment Co., Ltd., in which Kangli Elevator holds a 54% stake [1]. Group 2: Financial Implications - The payment structure includes monthly payments for maintenance services during the first 36 months, with adjustments to contract prices every three years [2]. - The financial health of Chengdu Metro Operations Co., Ltd., a wholly-owned subsidiary of Chengdu Metro Group, is strong, which supports the reliability of contract execution [2]. Group 3: Potential Impact - Successful implementation of these contracts is expected to have a positive impact on the company's performance during the project execution period [3]. - However, there are risks associated with contract fulfillment, including policy changes and unforeseen circumstances that may affect the overall execution [3].

证券简称：康力电梯 证券代码：002367 公告编号：202549 部分线路运维服务合同的公告 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、本公告是康力电梯股份有限公司(以下简称"公司"或"康力电梯")分 别于 2022 年 5 月 18 日、2022 年 6 月 17 日披露的《关于重大项目中标及自愿性 披露信息进展的公告》(公告编号:202239)、《关于重大项目中标的进展公告暨签 署建设期合同的公告》（公告编号：202250）的后续进展公告。 2、审议程序：本合同为日常经营合同。根据《深圳证券交易所股票上市规 则》、《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》 的相关规定，无需提交公司董事会或股东大会审议批准。经各方法定代表人或授 权代表签字并盖公章或合同章后生效。 康力电梯股份有限公司 关于重大项目中标的进展公告暨与成都地铁项目签署 3、重大风险及重大不确定性：合同履行过程中可能存在政策变化、不可抗 力或其他不可预计的因素可能导致合同无法全面履行的风险；合同价格将依据调 价因素的变化、实际发生部件级专修的数 ...

Group 1: Market Trends and Company Strategy - The elevator industry is transitioning from a growth market to a stock market, with increasing demand for upgrades and renovations, prompting the company to focus on expanding its share in this segment [2][3] - The company is actively building its after-sales service market and enhancing its marketing channels to support partners with comprehensive technical and platform assistance [3][4] Group 2: Government Support and Market Opportunities - As of June 2025, government funding has supported the renovation of 41,000 old residential elevators, with a budget of 18 billion yuan planned for 120,000 elevators in 2025 [3][6] - The company has made significant progress in its renovation projects, leveraging government policies to tap into the growing demand for elevator upgrades [3][6] Group 3: Financial Performance - In the first half of 2025, the company achieved a revenue of 1,858.08 million yuan, a slight increase of 0.02% year-on-year, and a net profit of 179.85 million yuan, up 2.29% [6][8] - The overseas business revenue reached 221 million yuan, showing a substantial growth of 54.94% compared to the previous year [6] Group 4: Innovation and Long-term Strategy - The company is focusing on value management and maintaining a high cash dividend rate to enhance long-term investor returns [5][7] - It is exploring innovative business models, including "new elevators + services," to ensure sustainable development and strengthen its value creation capabilities [5][7] Group 5: Operational Adjustments and Asset Management - The company is optimizing its operations by renting out idle properties to improve asset utilization, with projected revenue of 14.10 million yuan from these activities in 2024 [8] - There are no current plans for significant acquisitions, but the company is investing in various sectors to enhance product competitiveness and explore technological innovations [8]

Core Viewpoint - The company is focusing on value management and innovation to enhance investor understanding and recognition of its value while maintaining high cash dividend rates for long-term investors [1] Group 1: Company Strategy - The company is actively transforming its elevator business during the industry transition period by implementing innovative marketing strategies and exploring high-margin opportunities in niche markets such as cultural tourism [1] - The company is expanding its export business and developing a "new elevator + service" business model to strengthen its value creation capabilities [1] - The investment segment of the company is continuously advancing, with investments in various enterprises to support business, product, technology, and service upgrades [1] Group 2: Financial Performance - In the first half of the year, the company achieved a revenue of 1.858 billion yuan and a net profit attributable to shareholders of 180 million yuan, representing a year-on-year growth of 2.29% [1] - The company's earnings per share increased by 2.27% to 0.2254 yuan, indicating ongoing improvement in profitability [1]

Core Viewpoint - 康力电梯 demonstrates a strong performance in the first half of 2025, showcasing its proactive approach in the evolving elevator industry and its strategic focus on market expansion and innovation [1][2]. Financial Performance - In the first half of 2025, 康力电梯 achieved operating revenue of 1.858 billion yuan and a net profit attributable to shareholders of 180 million yuan, reflecting a year-on-year growth of 2.29% in profitability [2]. - The company's overseas business revenue reached 221 million yuan, marking a significant year-on-year increase of 54.94%, indicating robust international market expansion [2]. - The company reported positive growth in new effective orders and stable operating cash flow, providing a solid financial foundation for ongoing development [2]. Market Opportunities - The Chinese government is promoting large-scale equipment upgrades and old elevator replacements, with financial support for updating old elevators included in fiscal funding. By June 2023, 41,000 old residential elevators had been updated with government support, and 18 billion yuan has been allocated for the replacement of 120,000 old elevators by 2025 [3]. - 康力电梯 is actively positioning itself in the stock market for elevator upgrades and renovations, enhancing its service capabilities and expanding sales channels in the after-market sector [3]. Innovation and Competitive Edge - 康力电梯 is committed to innovation during the transition from incremental to stock market growth, implementing scenario-based solutions and value marketing to explore new application areas for elevators [4]. - The company is strengthening its after-market business organization, increasing professional talent recruitment, and providing comprehensive support to partners through various initiatives [4]. - 康力电梯 aims to deepen cooperation in key strategic customer markets and enhance its service sales channels to boost revenue from maintenance and renovation services [4]. Investment Strategy - In addition to its core elevator business, 康力电梯 is diversifying its investments in property services, smart manufacturing, IoT, digital economy, and advanced equipment through direct investments and partnerships [5]. - The investment strategy aims to foster collaborative development with partner companies and explore opportunities for product and technology innovation [5]. - Looking ahead, 康力电梯 plans to continue its innovative and proactive approach to market expansion, enhancing product and service competitiveness to create greater value for shareholders [5].

Core Viewpoint - The company is focusing on the opportunities presented by the development of the Guangdong-Hong Kong-Macao Greater Bay Area, which is recognized as one of the most dynamic and open regions in China, driving demand for customized elevator upgrades and smart maintenance services [1] Company Overview - Founded in 1997, the company specializes in the research, development, production, sales, installation, and maintenance of elevators, escalators, moving walkways, and related components [1] Financial Performance - In the first half of the year, the company achieved a revenue of 1.858 billion yuan and a net profit attributable to shareholders of 180 million yuan, representing a year-on-year growth of 2.29% [1] - The company's earnings per share increased to 0.2254 yuan, reflecting a 2.27% year-on-year improvement [1] Strategic Focus - The company is enhancing its regional organizational structure in the Greater Bay Area and actively optimizing its channels to achieve high-quality development [1] - The ongoing urban renewal and smart city initiatives in the region are expected to further boost the demand for the company's products and services [1]

Core Viewpoint - The elevator industry is undergoing a structural transition from a declining incremental market to a rapidly releasing demand in the stock market, prompting the company to systematically layout its after-service market and focus on expanding its second growth curve [1] Company Performance - In the first half of 2025, the company achieved an operating income of 1.858 billion yuan and a net profit attributable to shareholders of 180 million yuan, representing a year-on-year growth of 2.29% [1] - The basic earnings per share increased by 2.27% to 0.2254 yuan [1] Strategic Initiatives - The company is building an after-market business organization, recruiting professional talent, and providing comprehensive training [1] - It is enhancing marketing channel construction to offer multi-faceted support to partners [1] - The company aims to strengthen the positioning of the after-market business as a profit center and improve the operational capabilities of its subsidiaries [1] - Business expansion efforts include deepening lifecycle cooperation in areas such as rail transit, developing strategic customers, and increasing service sales channel development [1] - The company is actively working to enhance revenue from maintenance, repair, and renovation services to increase its market share in the renovation market [1]

Core Viewpoint - Kangli Elevator (002367.SZ) has a leading technological strength and has developed products that cover over 99% of the total market capacity in the escalator and elevator market [1] Group 1 - The company is open to opportunities in the Yajiang project area and will actively seek to expand its market presence if there are relevant orders for its products [1]

Core Viewpoint - The elevator industry is facing significant revenue pressure due to price competition in the new elevator market, leading to a strategic asset sale by the company to improve its financial situation [1][6]. Group 1: Company Financial Performance - The company reported revenues of 5.17 billion, 5.11 billion, and 5.03 billion from 2021 to 2023, with year-on-year growth rates of 20.79%, -1.07%, and -1.56% respectively, maintaining revenues above 5 billion for three consecutive years [6]. - Net profits for the same period were 406 million, 274 million, and 365 million, with year-on-year changes of -16.44%, -32.37%, and 33.11%, indicating significant fluctuations in profitability [7]. - In 2024, the company achieved revenues of 4.08 billion, a year-on-year decline of 18.91%, and net profits of 357 million, down 2.17% year-on-year [7]. - The company reported a revenue of 1.86 billion in the first half of 2025, a slight increase of 0.02% year-on-year, and a net profit of 180 million, up 2.29% year-on-year, indicating a halt in the downward trend of performance [8]. Group 2: Asset Management and Sales Strategy - The company announced plans to sell 32 idle properties to optimize asset structure and improve operational efficiency, with a total book value of approximately 20.79 million [2][9]. - The proposed sale of Guangdong Kangli Elevator Co., Ltd. for 343 million was aimed at restructuring and enhancing asset utilization, as the subsidiary had been operating at a loss [4][5]. - The valuation report indicated that the assessed value of Guangdong Kangli was 355 million, reflecting a significant appreciation of 151.26% [5]. Group 3: Market Conditions and Challenges - The elevator industry is undergoing a structural adjustment due to a decline in new orders and increased competition, exacerbated by a 23% drop in new construction and a 27.4% decrease in completed projects in 2024 [7]. - The company noted that the overall market is transitioning from new elevator demand to a focus on service for existing units, which has intensified competition and pressured revenue [7]. - The company’s overseas revenue reached 221 million in the first half of 2025, marking a substantial year-on-year increase of 54.94%, with a gross margin of 36.9% [8].