北京市嘉源律师事务所 关于航天彩虹无人机股份有限公司 2025 年第一次临时股东会的法律意见书 JIA YUAN LAW 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 航天彩虹 · 2025年第一次临时股东会 嘉源 · 法律意见书 壹源建师事务所 IA YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致:航天彩虹无人机股份有限公司 北京市嘉源律师事务所 关于航天彩虹无人机股份有限公司 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则(试行)》等规定及本法律意见书出具日 17 航天彩虹 · 2025 年第一次临时股东会 嘉源 · 法律意见书 2025 年第一次临时股东会的法律意见书 嘉源(2025)-04-542 北京市嘉源律师事务所(以下简称"本所")接受航天彩虹无人机股份有限 公司(以下简称"公司")委托,根据《中华人民共和国公司法》(以下简称"《公 司法》")《上市公司股东会规则》(以下简称"《股东会规则》")等现 ...

Core Viewpoint - The military industry has shown a downward trend since the second half of 2024, primarily driven by valuation factors. The defense and military index rose by 37.24% from September 24, 2024, to July 21, 2025, outperforming the Shanghai and Shenzhen 300 index, which increased by 27.17% during the same period [1]. Group 1: Market Performance - The military sector has experienced heightened activity in themes such as low-altitude economy, large aircraft, and military intelligence, driven by ongoing geopolitical conflicts [1]. - The performance of military-related funds has also improved, with the Fangzheng Fubon Core Advantage Mixed Fund heavily investing in core enterprises within the military industry chain [1]. Group 2: Fund Holdings - The top ten holdings of the Fangzheng Fubon Core Advantage Mixed Fund include companies like Zhong无人机 (8.95%), 中航沈飞 (7.97%), and 中航成飞 (7.94%), all within the aerospace sector, reflecting a focus on the military supply chain [2]. - New additions to the fund's holdings include 中兵红箭 (7.34%) and 北方导航 (7.26%), with significant year-to-date price increases of 51.49% and 60.01%, respectively [2]. Group 3: Future Outlook - The fund manager believes that the military sector holds explosive growth opportunities, especially with the upcoming military parade on September 3 potentially boosting military stocks [3]. - The military industry is expected to see a recovery in demand as the "14th Five-Year Plan" approaches its final year, with a clear long-term development goal set for 2035 and 2050 [3].

Group 1 - The core index, the China Securities National New State-Owned Enterprises Small Cap Index, has shown significant growth, with a 13.42% increase over the past month, 17.10% over the past three months, and a year-to-date increase of 14.14% [1] - The index consists of 200 smaller listed companies selected from state-owned enterprises under the State-owned Assets Supervision and Administration Commission, reflecting the overall performance of small-cap state-owned enterprises [1] - The index's top ten weighted stocks include Aerospace Rainbow (1.81%), Inner Mongolia First Machinery (1.78%), Guangsheng Nonferrous Metals (1.37%), and others, indicating a diverse representation of sectors [1] Group 2 - The industry composition of the index shows that industrials account for 38.11%, materials for 18.04%, and information technology for 13.47%, highlighting a strong industrial focus [2] - The index samples are adjusted biannually, with changes implemented on the next trading day following the second Friday of June and December, ensuring the index remains relevant [2] - In case of delisting or significant corporate actions like mergers, the index will adjust its samples accordingly, maintaining its integrity and performance tracking [2]

Group 1 - The core point of the article is the acquisition of over 51% stake in Zhejiang Nanyang Huacheng Technology Co., Ltd. by Taifu Pump Industry, which is seen as a strategic move to expand into the capacitor film business and create a "second growth curve" for the company [1][2] - The acquisition is characterized as a related party transaction due to the involvement of Shao Yutian, a major shareholder of Taifu Pump, and the controlling family of Nanyang Huacheng [1][2] - The capacitor film business, previously deemed "inefficient" and divested from another listed company, is now viewed as a valuable asset that can enhance Taifu Pump's operational scale and competitiveness [1][2][3] Group 2 - The history of the capacitor film business spans approximately 24 years, involving the founding of Nanyang Technology in 2001, its listing in 2010, and subsequent strategic maneuvers including divestment and re-acquisition [2][3] - The capacitor film market is experiencing rapid growth, driven by the demand from the new energy vehicle and photovoltaic storage industries, with projections indicating a significant increase in market size and production capacity in the coming years [9][10] - The capacitor film is a critical component in film capacitors, accounting for 39% of total production costs, which highlights its importance in the overall supply chain [9][10] Group 3 - The acquisition process involved a series of well-timed steps, including shareholder proposals for divestment, rapid approval of the proposal, and the establishment of Nanyang Huacheng specifically to acquire the divested assets [12][13][15] - Following the acquisition, Nanyang Huacheng has been actively expanding its operations, including the purchase of industrial land and the initiation of a major production project to meet the growing market demand [16][18] - The family behind Nanyang Huacheng has continued to invest in the capacitor film business, including a recent agreement to invest in production lines with a German company, indicating a commitment to maintaining a leading position in the market [18]

Group 1 - The core viewpoint of the news is the performance of the Zhongzheng Taizhou Manufacturing 30 Index, which has shown significant growth over various time frames, indicating a positive trend in the manufacturing sector in Taizhou [1][2] - The Zhongzheng Taizhou Manufacturing 30 Index has increased by 3.45% in the past month, 17.68% in the past three months, and 12.66% year-to-date [1] - The index is composed of listed companies from Taizhou, Zhejiang, and is calculated using free float market capitalization, reflecting the overall performance of Taizhou enterprises in the A-share market [1] Group 2 - The top ten weighted stocks in the Zhongzheng Taizhou Manufacturing 30 Index include Crystal Optoelectronics (9.97%), Tianshan Aluminum (9.08%), and Shuanghuan Transmission (8.98%) [1] - The market share of the index's holdings is predominantly from the Shenzhen Stock Exchange at 76.66%, while the Shanghai Stock Exchange accounts for 23.34% [1] - The industry composition of the index shows that consumer discretionary accounts for 31.50%, healthcare for 23.61%, materials for 19.56%, industrials for 15.35%, and information technology for 9.97% [2]

Core Viewpoint - The performance of low-altitude economy companies in the first half of 2025 shows mixed results, with 12 companies reporting profits and 12 companies experiencing losses [3][5]. Group 1: Performance Overview - As of July 14, 2025, 24 companies in the low-altitude economy index disclosed their performance forecasts, revealing a split between profitable and loss-making entities [3]. - Among the 24 companies, 12 reported profits while the other 12 faced losses [3]. - Four companies are expected to see profit increases of over 50%: Zongshen Power (001696.SZ), Longxin General (603766.SH), Huijia Times (603101.SH), and Changyuan Donggu (603950.SH) [6]. Group 2: Profit and Loss Analysis - Companies such as Aerospace Development (000547.SZ) and Aerospace Rainbow (002389.SZ) reported losses, with the latter citing delays in delivery due to user demand plans [8]. - Aerospace Power (600893.SH) and Aerospace Electric (002025.SZ) achieved profitability but saw a decline in net profit compared to the previous year [6]. - North Navigation (600435.SH) turned a profit, expecting a net profit of 105 million to 120 million yuan in the first half of 2025 [7]. Group 3: Industry Challenges - Many companies in the low-altitude economy sector, particularly those in the aviation industry and low-altitude mainframe manufacturers, reported losses [5][8]. - The losses were attributed to various factors, including market environment impacts, product transformation challenges, and increased operational costs [9]. - Despite ongoing losses, some companies like Chuan University Zhisheng (002253.SZ) are actively pursuing low-altitude economy projects, indicating a commitment to future growth [9].

Summary of Key Points Core Viewpoint - The company, Aerospace Rainbow Drone Co., Ltd., is forecasting a significant decline in net profit for the current reporting period compared to the previous year, primarily due to delays in delivery schedules and pressures in the new materials business [1]. Financial Performance - The company expects a net loss of 400,000 to 500,000 yuan for the current period, a stark contrast to a profit of 66.01 million yuan in the same period last year, representing a decline of 100.61% to 100.76% [1]. - The expected net loss after deducting non-recurring gains and losses is projected to be between 12 million and 15 million yuan, compared to a profit of 53.68 million yuan last year, indicating a decline of 122.35% to 127.94% [1]. - Basic earnings per share are expected to be a loss of 0.00 yuan per share, down from a profit of 0.07 yuan per share in the previous year [1]. Communication with Auditors - The financial data in the performance forecast is based on preliminary estimates by the company's finance department and has not yet been audited by the accounting firm. However, there are no significant disagreements between the company and the auditors regarding the performance forecast [1]. Reasons for Performance Changes - The increase in overseas demand for drones has been noted, but domestic delivery schedules have been delayed due to user demand plans. The company is preparing for concentrated deliveries in the second half of the year [1]. - The new materials business is facing significant pressure on both terminal demand and product prices due to industry supply and demand dynamics, negatively impacting overall profit levels [1]. - Additionally, the depreciation of the US dollar has adversely affected the company's profit levels through exchange losses [1].

[Aerospace Rainbow Unmanned Aerial Vehicle Co., Ltd. 2025 Semi-Annual Performance Forecast](index=1&type=section&id=%E8%88%AA%E5%A4%A9%E5%BD%A9%E8%99%B9%E6%97%A0%E4%BA%BA%E6%9C%BA%E8%82%A1%E4%BB%BD%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B82025%E5%B9%B4%E5%8D%8A%E5%B9%B4%E5%BA%A6%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A) [Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E8%AE%A1%E6%83%85%E5%86%B5) The company anticipates a shift from profit to loss in H1 2025, with net profit attributable to shareholders projected to be a loss of 0.4-0.5 million RMB, a significant decline from 66.01 million RMB profit in the prior year Key Financial Performance Indicators | Item | Current Period | Prior Year Same Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders (million RMB)** | **Loss: 0.4 – 0.5** | **Profit: 66.01** | | Year-over-Year Change (%) | Decrease: 100.61 - 100.76 | - | | **Net Profit Excluding Non-Recurring Items (million RMB)** | **Loss: 12 – 15** | **Profit: 53.68** | | Year-over-Year Change (%) | Decrease: 122.35 - 127.94 | - | | **Basic Earnings Per Share (RMB/share)** | **Loss: 0.00 – 0.00** | **Profit: 0.07** | [Communication with Accounting Firm](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8E%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%B2%9F%E9%80%9A%E6%83%85%E5%86%B5) The company has pre-communicated the performance forecast with its accounting firm, confirming no significant discrepancies, though the data remains unaudited - This performance forecast is a **preliminary estimate** by the company's finance department, **unaudited**, but pre-communicated with the accounting firm with **no major discrepancies**[5](index=5&type=chunk) [Explanation of Performance Change](index=1&type=section&id=%E4%B8%89%E3%80%81%E4%B8%9A%E7%BB%A9%E5%8F%98%E5%8A%A8%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) Performance decline is primarily due to delayed UAV deliveries, pressure on new materials business from supply-demand imbalance, and negative impact from US dollar depreciation - UAV business delivery progress is **delayed** due to domestic and international customer demand plan adjustments, with deliveries expected to concentrate in the **second half of the year**[6](index=6&type=chunk)[7](index=7&type=chunk) - New materials business profitability remains **under pressure** due to industry **supply-demand dynamics**, leading to significant terminal demand and product price pressure[7](index=7&type=chunk) - **Exchange losses** due to **US dollar depreciation** **negatively impacted** the company's profit level[7](index=7&type=chunk) [Risk Warning](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA) Investors are cautioned that this performance forecast is a preliminary, unaudited estimate, with final financial data to be disclosed in the 2025 semi-annual report - This performance forecast is a **preliminary, unaudited estimate**, with specific financial data subject to the company's **2025 semi-annual report**[8](index=8&type=chunk)

航天彩虹（002389）公告，预计2025年上半年净利润亏损40万元-50万元，上年同期盈利6601万元，同 比下降100.61%-100.76%。 ...

Investment Rating - Industry rating: Recommended [1] Core Viewpoints - The memorandum signed by U.S. Secretary of Defense aims to reform the U.S. military drone strategy, targeting dominance in the small drone sector by 2027, emphasizing modernization, production expansion, and regulatory relief [1][2] - The U.S. military is shifting towards a low-cost, disposable, and distributed drone combat system, recognizing the effectiveness of inexpensive drones in modern warfare [2] - The memorandum allows military commanders to independently procure and test drones, reclassifying small drones as "consumable assets" rather than durable military equipment [3][5] Summary by Sections Policy Changes - The U.S. government will provide financing options for domestic drone manufacturers, including pre-purchase commitments and direct loans [3] - The memorandum revokes previous policies that restricted the procurement of drones from certain countries, streamlining the acquisition process [3] - Commanders from the rank of captain to colonel are authorized to procure and test compliant small drones, including those with 3D-printed components [5] Development and Testing - The establishment of at least three national drone test ranges with diverse terrains is mandated within 90 days [4] - The military aims to create a comprehensive drone system, with hundreds of different models to be procured [5] - By September 2025, the military branches are required to establish experimental drone units to facilitate rapid deployment [6] Technological Integration - AI technology significantly enhances drones' capabilities, allowing for improved environmental perception and autonomous decision-making [7] - Drones are equipped with multi-modal sensors for comprehensive situational awareness, optimizing flight paths and reducing energy consumption [7] Market Dynamics - China dominates the commercial drone production sector, accounting for 70% to 80% of global supply, benefiting from cost-effective production and supply chain efficiencies [8] - Recent trends show a significant increase in the prices of drone components due to supply chain constraints, despite a drop in export volumes [8] Investment Opportunities - Recommended companies include: - Ruichuang Micro-Nano, a leader in multi-dimensional sensing with a full industrial chain in infrared technology [9] - Fudan Microelectronics, a domestic leader in FPGA technology with applications in drones [11] - Aerospace Rainbow, specializing in high-end military drones with advanced capabilities [11]