北京市嘉源律师事务所 北京市嘉源律师事务所 关于广东领益智造股份有限公司 2025 年第二次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 源 e 师语 务 所 A YUAN LAW OFFICES 北京 BEIJING ·上海 SHANGHAI ·深圳 SHENZHEN ·香港 HONG KONG ·广州 GUANGZHOU ·西安 XI'AN 致:广东领益智造股份有限公司 关于广东领益智造股份有限公司 2025年第二次临时股东大会的 法律意见书 嘉源(2025)-04-513 北京市嘉源律师事务所(以下简称"本所")接受广东领益智造股份有限公 司(以下简称"公司")的委托,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》")等现行 有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规")以及 《广东领益智造股份有限公司章程》(以下简称"《公司章程》")的有关规定, 指派本所律师对公司2025年第二次临时股东大会(以下简称"本次股东大会") 进行见证,并依法出具本法律意见书。 为出具本法律意见书,本所 ...

Investment Summary - The report maintains an "Overweight" rating for the semiconductor and consumer electronics sectors, highlighting the acceleration of semiconductor technology breakthroughs driven by AI, which is expected to enhance the upgrade of consumer electronics [1][2]. Semiconductor Technology Breakthrough - The semiconductor industry is experiencing a structural transformation due to the dual pressures of "bottleneck" and "breakthrough," leading to a decrease in the proportion of externally sourced chips from 63% in 2024 to 42% in 2025 [9]. - Emerging application fields such as low-altitude economy, commercial aerospace, AI, new energy vehicles, and intelligent robotics are driving the demand for precision electronic components, accelerating the domestic substitution process [9]. AIDC Sector - AI is driving an increase in server power, leading to a growth in demand for major equipment. The demand for data centers is continuously increasing due to the surge in data volume driven by cloud computing, big data, and AI technologies [12]. - The shift from traditional CPUs to GPUs in AI computing core devices is resulting in a significant increase in power requirements, necessitating higher system efficiency and reliability in power distribution [12]. Consumer Electronics - The market for domestic System on Chip (SoC) is growing, providing high-performance hardware support and customized software solutions for various industries, including smart homes and industrial automation [15]. - SoC chips are widely used in AI applications due to their high performance, low power consumption, and high integration, becoming essential components in consumer electronics such as smartphones and tablets [15]. CIS Market Recovery - The CIS market is experiencing rapid recovery, driven by increased shipments from manufacturers like OmniVision, Gekewei, and Sitaiwei, fueled by demand from smartphones, smart cars, and emerging fields like drones and AR/VR [17]. - Domestic CIS manufacturers are intensifying market expansion efforts, with high-end products expected to continue gaining market share, particularly in flagship smartphones [17].

Core Viewpoint - The Tonghuashun Fruit Index concept has seen a significant increase of 4.73%, leading among concept sectors, with notable stocks such as Industrial Fulian and Pengding Holdings reaching their daily limit up [1] Group 1: Market Performance - The Tonghuashun Fruit Index concept saw 20 stocks rise, with Industrial Fulian, Pengding Holdings, and others hitting the daily limit up [1] - Leading stocks in the sector included Lens Technology, Dongshan Precision, and Lingyi iTech, which rose by 11.40%, 9.34%, and 6.75% respectively [1] - Other concept sectors showed varied performance, with the PCB concept up by 3.27% and the AI mobile sector up by 2.92%, while sectors like military restructuring and combustible ice saw declines [1] Group 2: Capital Flow - The Tonghuashun Fruit Index concept attracted a net inflow of 5.054 billion yuan, with 18 stocks receiving net inflows, and 9 stocks exceeding 100 million yuan in net inflow [1] - Industrial Fulian led the net inflow with 2.023 billion yuan, followed by Luxshare Precision, Dongshan Precision, and Lens Technology with net inflows of 597 million yuan, 560 million yuan, and 427 million yuan respectively [1] - In terms of net inflow ratios, Industrial Fulian, Lingyi iTech, and Zhongshi Technology topped the list with rates of 25.90%, 13.19%, and 12.54% respectively [2]

Group 1 - The AI PC concept sector rose by 2.85%, ranking 6th among concept sectors, with 33 stocks increasing in value, including stocks like Bomin Electronics, Zhongjing Electronics, and Pengding Holdings reaching their daily limit [1] - Leading gainers in the AI PC sector included Huqin Technology, Aoshikang, and Lingyi Zhi Zao, with increases of 8.55%, 7.62%, and 6.75% respectively [1] - The sector saw a net inflow of 1.708 billion yuan from main funds, with 20 stocks receiving net inflows, and 7 stocks exceeding 100 million yuan in net inflows [2] Group 2 - The top net inflow stock was Lingyi Zhi Zao, with a net inflow of 367 million yuan, followed by Pengding Holdings and Bomin Electronics, each with a net inflow of 268 million yuan [2] - In terms of net inflow ratios, Bomin Electronics, Lingyi Zhi Zao, and Changying Precision led with rates of 26.38%, 13.19%, and 11.78% respectively [3] - The AI PC concept sector's performance was supported by significant trading volumes, with stocks like Lingyi Zhi Zao and Bomin Electronics showing high turnover rates of 4.42% and 15.60% respectively [3]

Core Viewpoint - The article discusses the strategic shift of Lingyi Technology into the humanoid robot industry, emphasizing the company's ambition to become a top player in this emerging field while leveraging its expertise in precision manufacturing [2][4]. Group 1: Company Overview - Lingyi Technology, led by Chairman and General Manager Zeng Fangqin, has achieved significant growth, with projected revenue exceeding 44 billion yuan and a market capitalization of approximately 62 billion yuan by 2024 [2]. - The company has established itself as a key player in the consumer electronics supply chain, focusing on precision manufacturing and cost-efficiency [2][3]. Group 2: Strategic Goals - Lingyi Technology aims to become one of the top three manufacturers of embodied intelligent hardware globally, marking a significant strategic pivot towards humanoid robotics [2][6]. - The company plans to utilize its extensive manufacturing capabilities and experience to establish order in the currently chaotic humanoid robot market, which lacks standardized practices and business models [4][6]. Group 3: Competitive Advantages - The company possesses a mature and validated manufacturing system, which includes comprehensive process capabilities across various precision manufacturing techniques [6][7]. - Lingyi Technology has a strong foundation in automation, with proprietary technologies and a vast array of real-world application scenarios across its 58 global manufacturing bases [6][7]. - The company aims to reduce costs and improve efficiency in the humanoid robot sector by addressing common design challenges and promoting standardized components [8][10]. Group 4: Investment and Long-term Vision - Lingyi Technology is committed to a long-term investment strategy in humanoid robotics, viewing it as a critical future growth area while maintaining healthy cash flow from its existing consumer electronics business [14][15]. - The company is prepared for a multi-year investment horizon, with a focus on nurturing the new robotics business while ensuring profitability in its current operations [15][16]. Group 5: Market Dynamics and Collaboration - The company emphasizes the importance of collaboration and ecosystem building in the humanoid robotics space, engaging with various partners to foster innovation and standardization [22][23]. - Lingyi Technology's approach includes internal teams focusing on different aspects of robotics development, ensuring a diversified strategy that mitigates risks associated with relying on a single technology path [22][23]. Group 6: Future Outlook - The humanoid robotics business is expected to play a crucial role in Lingyi Technology's future, alongside its established consumer electronics and automotive electronics segments [25][26]. - The company envisions a balanced growth strategy across these three areas, enhancing resilience against market fluctuations and fostering innovation [27].

Group 1 - The electronic sector saw a net inflow of over 6.32 billion, leading among various sectors [1][2] - The pharmaceutical sector experienced a net inflow of 1.58 billion, while the communication sector had a net inflow of 1.56 billion [2] - The mechanical equipment sector faced the highest net outflow at 3.15 billion, followed by basic chemicals at 2.10 billion and national defense at 1.82 billion [2] Group 2 - Industrial Fulian topped the list of individual stocks with a net inflow of 1.675 billion, representing a net inflow rate of 21.97% [3] - Other notable stocks with significant net inflows include Ningde Times at 1.135 billion and Luxshare Precision at 740 million [3] - Yuyin Co. led the net outflow list with over 700 million, followed by Shanzigaoke at 410 million and Changcheng Electric at 370 million [4]

Core Insights - The company, Guangdong Lingyi Intelligent Technology Co., Ltd., aims to become a top three global manufacturer in the humanoid robot sector, leveraging its extensive experience in precision manufacturing and supply chain management [2][4][10]. Group 1: Company Overview - Lingyi Intelligent Technology is projected to achieve over 44 billion yuan in revenue by 2024, with a current market capitalization of approximately 62 billion yuan [2]. - The company has established a significant presence in the consumer electronics supply chain, focusing on micro-level precision manufacturing [2][3]. Group 2: Strategic Direction - The company has set a strategic goal to enter the humanoid robot market, which is currently characterized by a lack of standards and a chaotic environment [3][4]. - Lingyi plans to utilize its mature manufacturing system and extensive experience to bring order and efficiency to the humanoid robot industry [5][6]. Group 3: Competitive Advantages - The company possesses a comprehensive set of manufacturing capabilities, including various precision processing techniques and a strong foundation in automation [5]. - With 58 global manufacturing bases and a daily output exceeding 1 billion units, Lingyi has a vast array of real-world applications for robotics, providing a unique training ground for robot development [5][6]. Group 4: Market Strategy - Lingyi aims to reduce costs and improve efficiency in the humanoid robot sector by standardizing components and addressing common design challenges faced by multiple companies [6][7]. - The company intends to act as an "ecological bridge," connecting various robot manufacturers to streamline production and reduce costs [6][7]. Group 5: Financial Commitment - Lingyi's commitment to the humanoid robot sector is strategic, with a focus on long-term growth rather than immediate profitability [9][10]. - The company plans to invest in research and development while maintaining healthy cash flow from its existing consumer electronics business [9][10]. Group 6: Future Vision - The humanoid robot business is envisioned as a key pillar of Lingyi's future, alongside its established consumer electronics and automotive electronics sectors [18][19]. - The company aims to create a robust ecosystem for robotics, facilitating collaboration and innovation within the industry [14][19].

Core Viewpoint - Linyang Intelligent Manufacturing is entering the humanoid robot industry, showcasing its "three-in-one" strategic layout and recent achievements in embodied intelligence applications [1][2][3] Group 1: Company Strategy and Market Position - The humanoid robot industry is viewed as a promising sector, comparable to the mobile phone and new energy vehicle industries, with significant growth potential [1][2] - Linyang aims to become one of the top three manufacturers of embodied intelligent hardware globally, leveraging its experience in the consumer electronics sector [1][3] - The company plans to establish a balanced business structure with consumer electronics, automotive, and robotics as its three main pillars [2][3] Group 2: Investment and R&D Focus - Linyang announced a new fundraising project for humanoid robot key components and complete machine upgrades, with an investment of 50 million yuan [2] - The company is committed to investing at least 200 million yuan annually in R&D for humanoid robotics over the next three years [4][5] Group 3: Manufacturing Capabilities and Ecosystem Development - Linyang has built a strategic advantage in the robotics field through its comprehensive manufacturing processes and global layout, providing core hardware solutions for humanoid robots [4][5] - The company operates 58 global manufacturing bases and plans to develop hundreds of automated assembly lines, enhancing its production capabilities [5][6] - Linyang is collaborating with leading companies in the humanoid intelligence sector to build an ecosystem that promotes the development of the humanoid robot industry [6]

Core Viewpoint - The humanoid robot sector is attracting more players, with Lingyi iTech (002600.SZ) entering the market, aiming to become a top global manufacturer in embodied intelligent hardware [2][4]. Company Strategy - Lingyi iTech plans to focus on core components and assembly design, provide comprehensive hardware services, and develop complete industrial application scenarios for robots [2][4]. - The company has increased its fundraising for key projects in humanoid robotics, indicating a significant commitment to this new sector [3]. Market Potential - The humanoid robot industry is likened to the early stages of smartphone development, with a market potential of trillions of yuan [2][4]. - Lingyi iTech's chairman emphasized the importance of continuous investment in this promising market [2]. Technological Capabilities - The company possesses extensive capabilities in material development and various processing techniques, which are crucial for producing robot components [5]. - Lingyi iTech aims to establish a global, all-process super factory for component processing and assembly, achieving cost reductions of over 50% [4][5]. Ecosystem Development - The company is focusing on ecosystem construction by collaborating with 16 industry partners to enhance robot technology towards more human-like and intelligent applications [5][6]. - Strategic partnerships have been formed with leading companies to accelerate the commercialization of humanoid robots [6][7]. Future Plans - Lingyi iTech plans to complete five real training scenarios and various application data collection by 2025 [6]. - The company is preparing to expand its consumer electronics business to support its new robotics initiatives, acknowledging the challenges in standardization and scalability in the humanoid robot sector [7].

Investment Rating - The investment rating for the company is "Outperform" (maintained) [1] Core Views - The company has officially announced its entry into the robotics field, outlining its industrial positioning, core advantages, assembly lines, and product development in robotic applications [5] - The company's robotics strategy is a three-pronged approach: "R&D design + manufacturing services + application scenarios" [6] - The company has showcased nine types of robots covering various industrial, commercial, and service scenarios, with four developed in-house [19] Financial Data and Profit Forecast - Total revenue forecast for 2025 is 50,604 million yuan, with a year-on-year growth rate of 14.5% [4] - Net profit attributable to the parent company is projected to be 2,777 million yuan for 2025, reflecting a year-on-year growth of 58.4% [4] - Earnings per share (EPS) is expected to be 0.40 yuan for 2025, with a projected PE ratio of 22 [4] Business Strategy - The company aims to leverage its precision manufacturing advantages from the consumer electronics sector to create a global, all-process intelligent component processing and assembly super factory [6] - It plans to develop a comprehensive hardware service matrix to help clients achieve systematic cost reductions [6] - The company has established strategic partnerships with leading firms in the robotics industry to accelerate the commercialization of humanoid robots [24][26] Product Development - The company has developed various robots, including the "Walker," "Rock," "Linglong," and "Lingyue," each designed for specific applications such as industrial production and household services [23] - The company has also partnered with the Beijing Humanoid Robot Innovation Center to enhance its capabilities in robot application scenario development [24] Market Positioning - The company is positioned as a leading one-stop AI terminal hardware manufacturing platform, transitioning from a product manufacturer to a solution provider [5] - It has a robust pipeline of strategic collaborations with over 30 partners in the humanoid robotics supply chain [24][27]