2025 年第五次临时股东会的 法律意见书 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 年第五次临时股东会的 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: No with A YUAN LAW OFFICES 北京 BEUING · 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 北京市嘉源律师事务所 关于广东领益智造股份有限公司 嘉源(2025)-04-829 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年第五次临时股东会(以下简称"本次股东会")进行 见证,并依法出具本法律意见书。 为出具本法律意见书, ...

Group 1 - The AI mobile concept sector declined by 2.67%, ranking among the top declines in concept sectors, with major declines seen in companies like Baiwei Storage, Jiangbolong, and Wanrun Technology [1] - Among the AI mobile concept stocks, only three companies saw price increases, with Nanchip Technology rising by 2.12%, Wentai Technology by 1.56%, and Furong Technology by 0.21% [1] - The AI mobile concept sector experienced a net outflow of 3.496 billion yuan, with 22 stocks seeing net outflows, and 8 stocks with outflows exceeding 100 million yuan [2] Group 2 - The top net outflow stock was Shenghong Technology, with a net outflow of 915 million yuan, followed by Jiangbolong with 833 million yuan, and ZTE with 477 million yuan [2] - Conversely, the stocks with the highest net inflows included Wentai Technology with 131 million yuan, Huida Technology with 21.81 million yuan, and Nanchip Technology with 19.43 million yuan [3] - The AI mobile concept sector's performance was notably affected by the significant outflows from key players, indicating potential challenges within the sector [2][3]

Core Viewpoint - The Shenzhen Stock Exchange has terminated the review of Guangdong Lingyi Intelligent Manufacturing Co., Ltd.'s application for issuing convertible bonds to purchase assets and raise matching funds, following the company's request to withdraw the application [1][2]. Group 1: Company Actions - Lingyi Intelligent Manufacturing submitted a request to withdraw its application for issuing convertible bonds and purchasing assets, which was accepted by the Shenzhen Stock Exchange [1]. - The company adjusted its asset purchase plan to acquire control of Jiangsu Kedasitern Automotive Technology Co., Ltd. in cash instead of through convertible bonds [2][3]. - The independent financial advisor, Guotai Junan Securities, confirmed that the adjustment of the asset purchase plan complied with relevant regulations and was approved by the company's board and independent directors [4]. Group 2: Financial Details - The original plan involved purchasing 66.46% of Jiangsu Kedasitern's equity from eight counterparties for a total transaction price of 33,230.00 million yuan, based on an asset valuation of 50,500.00 million yuan, resulting in a 104.06% appreciation rate [4][5]. - As of December 31, 2024, Jiangsu Kedasitern's total assets were valued at 132,753.26 million yuan, with total liabilities of 108,005.53 million yuan, leading to total equity of 24,747.72 million yuan [5][6]. - The company's financial performance showed an increase in revenue from 81,581.39 million yuan in 2023 to 89,884.35 million yuan in 2024, with net profit rising from 2,531.99 million yuan to 4,097.88 million yuan during the same period [8][9].

Summary of Lingyi (002600.SZ) Management Call Company Overview - **Company**: Lingyi (002600.SZ) - **Industry**: Technology, specifically focusing on precision functional and structural components for AI/AR glasses, foldable phones, and AI server components Key Points 1. AI/AR Glasses Outlook - Management anticipates strong growth in the AI/AR glasses market due to: - Lightweight design attracting a broader user base - AI/AR glasses serving as edge devices enhanced by AI applications - Accelerated launches of new models with upgraded specifications - Lingyi is a supplier of structural parts to leading global AI/AR glasses brands and is expanding its product offerings to increase dollar content - Revenue from AI/AR glasses is projected to grow from 11% in 2025 to 17% in 2027, supported by technical advantages and partnerships with major brands in China and the US [2][2][2] 2. Foldable Phone Components - Management expects the trend of foldable phones to increase dollar content for Lingyi, including: - Precision structural parts, hinges, and vapor chamber modules - Lingyi's experience in stamping, MIM, and CNC is noted as beneficial for producing high-quality hinges - The company is diversifying its vapor chamber module offerings across different materials and aims to penetrate more brand clients by 2026 [3][3][3] 3. AI Server Components Expansion - Lingyi is expanding into AI server components, including: - Power supply, liquid cooling, and air cooling components - The company has begun delivering GPU cooling modules for servers and aims to collaborate with more CSP clients in upcoming AI server launches - Specification upgrades in AI server components are expected to drive dollar content and growth opportunities for Lingyi [8][8][8] 4. Financial Projections and Valuation - Target price set at Rmb22.6 with a target P/E multiple of 38.8x based on 2026E EPS growth - Revenue projections for the next few years: - 2025: Rmb44.21 billion - 2026: Rmb52.78 billion - 2027: Rmb70.25 billion - Key risks include slower-than-expected penetration of foldable phones and AI terminals, potential competition, and a weak macroeconomic environment [9][10][10] 5. Market Position and Strategy - Lingyi is positioned as a leader in precision functional and structural components, leveraging deep partnerships with brand clients to drive growth - The company is diversifying its offerings to capitalize on accelerated industry growth in AI devices, foldable phones, and robotics [1][1][1] Additional Insights - Lingyi's established partnerships and technical capabilities are critical to its growth strategy in emerging technology markets - The management's positive outlook on AI/AR glasses and foldable phones indicates a strong belief in the company's ability to adapt and thrive in a competitive landscape [2][3][8]

Core Viewpoint - The major asset restructuring plan of Lingyi iTech (002600) has been terminated after nearly a year of planning, as announced by the Shenzhen Stock Exchange on November 13 [1]. Group 1: Restructuring Process - Lingyi iTech submitted an application to withdraw its proposal for issuing convertible bonds and cash purchases of assets, along with raising supporting funds [4]. - The restructuring plan was initially approved on August 8, but the company did not submit the registration thereafter [4]. - The board meetings held on December 6, 2024, approved the proposal for issuing convertible bonds and cash purchases of assets [4]. Group 2: Financial Details - The company planned to acquire a 66.46% stake in Jiangsu Kedasiteng Automotive Technology Co., Ltd. for a total price of 332 million yuan [5]. - The company intended to raise no more than 207 million yuan through a private placement to specific investors [5]. - For the first three quarters of 2025, Lingyi iTech reported revenue of 37.59 billion yuan, a year-on-year increase of 19.39%, and a net profit attributable to shareholders of 1.94 billion yuan, up 38.17% year-on-year [8]. Group 3: Market Reaction - Following the announcement of the termination of the restructuring plan, Lingyi iTech's stock price opened lower and closed at 13.63 yuan per share, with a market capitalization of 99.58 billion yuan as of November 14 [9].

Core Viewpoint - Shenzhen Stock Exchange has decided to terminate the review of Guangdong Lingyi iTech's application for issuing convertible bonds to purchase assets and raise matching funds, following the company's voluntary withdrawal of the application [1] Group 1 - The application for issuing convertible bonds to purchase assets and raise matching funds was accepted on June 6, 2025 [1] - The decision to terminate the review was made in accordance with the relevant regulations of the Shenzhen Stock Exchange regarding major asset restructuring [1] - The withdrawal of the application was submitted by both Lingyi iTech and its intermediary, Guotai Junan Securities [1]

Core Viewpoint - The major asset restructuring of Lingyi Zhizao has been terminated after the company submitted a withdrawal application to the Shenzhen Stock Exchange, despite previously receiving approval in August [2][4][5]. Group 1: Restructuring Status - On November 13, the Shenzhen Stock Exchange announced the termination of the major asset restructuring review for Lingyi Zhizao [2]. - The company had initially received approval for the restructuring on August 8 but failed to submit the registration documents thereafter [4][11]. - Lingyi Zhizao's withdrawal of the restructuring application was officially submitted on November 8, along with a request to adjust the asset purchase plan [5][12]. Group 2: Asset Purchase Plan Adjustments - The company plans to adjust the transaction method and price for acquiring control of Jiangsu Keda, shifting to a cash payment approach [4][12]. - The original plan involved issuing convertible bonds and cash to acquire 66.46% of Jiangsu Keda for a total price of 332 million yuan [5][6]. - The revised plan will not involve issuing convertible bonds or raising matching funds, thus not constituting a major asset restructuring under regulatory definitions [12][13]. Group 3: Implications of the Termination - The termination of the restructuring process raises questions about the performance forecasts and the rationale behind the asset's valuation, which had been scrutinized during the initial review [8]. - Lingyi Zhizao's automotive business aimed to transition from tier 2 to tier 1 suppliers through this acquisition, enhancing its capabilities in the automotive parts sector [7].

Core Viewpoint - The major asset restructuring of Lingyi Zhizao (002600) has been terminated by the Shenzhen Stock Exchange due to the company's withdrawal of its application for the restructuring [2][5]. Group 1: Restructuring Status - On November 13, the Shenzhen Stock Exchange announced the termination of the major asset restructuring review for Lingyi Zhizao [2]. - The restructuring had previously been approved on August 8 but was not registered thereafter, leading to the current termination [4][11]. Group 2: Reasons for Termination - Lingyi Zhizao announced on November 8 that it would adjust its asset purchase plan, changing the transaction method and price, which led to the termination of the restructuring review [4][12]. - The company decided to withdraw its application for issuing convertible bonds and cash purchases for assets, as per the regulations of the Shenzhen Stock Exchange [5][12]. Group 3: Transaction Details - The original plan involved acquiring 66.46% of Jiangsu Keda's equity for a total price of 332 million yuan, with additional fundraising of up to 207 million yuan through stock issuance [5][6]. - Jiangsu Keda specializes in manufacturing automotive components and was expected to enhance Lingyi Zhizao's position in the automotive parts industry [7][8]. Group 4: Future Considerations - The company indicated that the adjusted plan would not involve issuing convertible bonds or fundraising, and the acquisition would not constitute a major asset restructuring under current regulations [12][13]. - Lingyi Zhizao committed to not planning any major asset restructuring for one month following the announcement [13].

Core Viewpoint - The major asset restructuring of Lingyi Zhizao (002600) has been terminated by the Shenzhen Stock Exchange due to the company's withdrawal of its application for the restructuring [1][3][4]. Group 1: Restructuring Status - On November 13, the Shenzhen Stock Exchange announced the termination of the major asset restructuring review for Lingyi Zhizao [1]. - The restructuring had previously been approved on August 8, but the company did not proceed to the registration stage [3][10]. - Lingyi Zhizao submitted a request to withdraw its application for issuing convertible bonds and purchasing assets, leading to the termination of the review [4]. Group 2: Adjustments to the Restructuring Plan - On November 8, Lingyi Zhizao announced plans to adjust the asset purchase scheme, changing the transaction method and price [3][11]. - The company intends to purchase the controlling stake in Jiangsu Keda using cash, which no longer qualifies as a major asset restructuring under the rules [11][12]. - The original plan involved issuing convertible bonds and cash to acquire 66.46% of Jiangsu Keda for a total price of 332 million yuan [4][5]. Group 3: Implications of the Restructuring - The acquisition was expected to enhance Lingyi Zhizao's automotive business, transitioning from tier 2 to tier 1 supplier status and expanding its market presence in automotive components [6]. - The restructuring was initially scrutinized for the reasonableness of the target company's performance forecasts, including gross margin fluctuations and order backlog [7].

Core Viewpoint - The Shenzhen Stock Exchange has terminated the review of Lingyi Technology's application for issuing convertible bonds to purchase assets and raise matching funds, following the company's withdrawal of the application [2][5]. Group 1: Company Actions - Lingyi Technology submitted an application to the Shenzhen Stock Exchange on June 6, 2025, for issuing convertible bonds to purchase assets and raise matching funds [5]. - The company later withdrew its application for the issuance of convertible bonds and cash payment for asset purchases, with the independent financial advisor also submitting a withdrawal request [5]. - The company plans to adjust the transaction price and payment method to cash, which will not involve issuing convertible bonds or raising matching funds, thus not constituting a major asset restructuring [6]. Group 2: Financial Performance - In Q3 2025, Lingyi Technology reported revenue of 13.965 billion yuan, a year-on-year increase of 12.91%, and a net profit attributable to shareholders of 1.012 billion yuan, up 39.28% [6]. - For the first three quarters of 2025, the company achieved revenue of 37.59 billion yuan, a 19.25% increase year-on-year, and a net profit of 1.941 billion yuan, reflecting a 37.66% growth [6]. Group 3: Market Position - Lingyi Technology, established in 2006, is recognized as a reliable core supplier of AI terminal hardware, providing precision components and smart manufacturing solutions globally [6]. - The company has maintained a leading position in market share and shipment volume in the global consumer electronics market for several consecutive years [6].