北京市金杜律师事务所上海分所 关于浙江世宝股份有限公司 2024 年第一次临时股东大会、2024 年第一次 A 股类别股东大会及 2024 年第一次 H 股类别股东大会 之法律意见书 致：浙江世宝股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受浙江世宝股份有限 公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券 法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委 员会《上市公司股东大会规则（2022 年修订）》（以下简称《股东大会规则》） 等中华人民共和国境内（以下简称中国境内，为本法律意见书之目的，不包括 中国香港特别行政区、中国澳门特别行政区和中国台湾地区）现行有效的法律、 行政法规、规章和规范性文件和现行有效的公司章程有关规定，指派律师出席 了公司于 2024 年 3 月 11 日召开的 2024 年第一次临时股东大会、2024 年第一 次 A 股类别股东大会及 2024 年第一次 H 股类别股东大会（以下简称本次股东 大会），并就本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1. ...

证券代码：002703 证券简称：浙江世宝 公告编码：2024-002 浙江世宝股份有限公司 股票交易异常波动公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 3、公司近期经营情况正常，内外部经营环境未发生重大变化； 4、公司、公司控股股东和实际控制人不存在关于公司的应披露而未披露的 重大事项，或处于筹划阶段的重大事项； 5、公司控股股东、实际控制人在公司股票交易异常波动期间未买卖公司股 票。 三、是否存在应披露而未披露信息的说明 公司董事会确认，公司目前没有任何根据深交所《股票上市规则》等有关规 定应予以披露而未披露的事项或与该事项有关的筹划、商谈、意向、协议等；董 事会也未获悉公司有根据深交所《股票上市规则》等有关规定应予以披露而未披 露的、对本公司股票及其衍生品种交易价格产生较大影响的信息；公司前期披露 一、股票交易异常波动的情况介绍 浙江世宝股份有限公司（以下简称 "公司"）A 股股票（证券代码：002703， 证券简称：浙江世宝）连续二个交易日（2024 年 1 月 30 日、2024 年 1 月 31 日） 日收盘价格涨幅偏离值累计达到+20%以上 ...

Financial Performance - Total operating revenue for the current period reached ¥1,176,522,433.74, a 27% increase from ¥926,736,014.87 in the previous period[10] - Operating profit for the current period was ¥41,167,754.51, compared to ¥6,624,934.11 in the previous period, indicating significant growth[10] - Net profit for the current period was ¥42,457,184.81, up from ¥7,924,051.15 in the previous period, reflecting a substantial increase[10] - Basic earnings per share increased to ¥0.0516 from ¥0.0080 in the previous period, indicating improved profitability[10] - The company's Q3 2023 revenue reached ¥448,574,495.50, representing a 20.36% increase compared to the same period last year[29] - Net profit attributable to shareholders was ¥20,889,280.63, a significant increase of 283.63% year-over-year[29] - The net profit after deducting non-recurring gains and losses was ¥14,995,646.76, reflecting a remarkable growth of 3,982.04% compared to the previous year[29] - In the first three quarters of 2023, the net profit attributable to shareholders of the listed company was RMB 40,726,450.14, representing a year-on-year increase of 546.38%[40] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 23,503,241.54, an increase of 262.51% compared to the same period last year[40] Expenses and Costs - Research and development expenses amounted to ¥79,309,832.33, rising from ¥65,628,133.92 in the previous period, showing a focus on innovation[10] - The company reported a total operating cost of ¥1,146,106,492.73, compared to ¥928,392,175.42 in the previous period, reflecting increased operational expenses[10] Investment Performance - Investment income for the current period was ¥1,044,834.10, up from ¥396,512.42 in the previous period, indicating better investment performance[10] - The cash inflow from investment activities was RMB 242,660,738.05, up from RMB 190,688,191.84 in the previous period[37] - The net cash flow from investment activities was -RMB 41,212,446.93, an improvement from -RMB 88,074,487.83 in the previous period[37] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 112,438, with the largest shareholder holding 36.40%[20] - The equity attributable to shareholders of the listed company was ¥1,433,387,326.83, up 2.92% from the previous year-end[29] Cash Flow - The company's cash flow from operating activities showed a net outflow of ¥20,619,730.80, a decline of 127.44% compared to the same period last year[29] - The total cash inflow from operating activities was RMB 712,627,198.61, compared to RMB 653,373,088.68 in the previous period[37] - The net cash flow from operating activities was -RMB 20,619,730.80, a significant decrease from RMB 75,132,699.54 in the previous period[37] - The cash and cash equivalents at the end of the period amounted to RMB 92,079,020.74, down from RMB 101,563,740.85 in the previous period[37] Future Outlook - The company plans to raise up to ¥1,180 million through a private placement of shares, approved by the China Securities Regulatory Commission on July 4, 2023[7] - The increase in profit is primarily due to the overall strong performance of the automotive industry and the rise in sales of hydraulic steering gear and electric power steering system products[40] - New products such as intelligent electric steering gear, intelligent hydraulic steering gear, and other components have started mass production, contributing to new revenue sources[40] - The company is expected to continue benefiting from the automotive industry's growth and the introduction of new products, which may further enhance revenue and profit margins in the future[40] Asset Management - The company experienced a decrease in asset impairment losses, reporting -¥6,730,481.51 compared to -¥12,657,744.74 in the previous period, suggesting improved asset management[10] - The total assets as of September 30, 2023, amounted to ¥2,498,336,948.18, an increase of 4.56% from the end of the previous year[29] - The company reported a total current assets of ¥1,520,577,936.45, an increase from ¥1,400,158,101.93 at the end of the previous year[29] Return on Equity - The weighted average return on equity was 1.41%, an increase from 1.02% in the same period last year[29] - Basic earnings per share for the quarter were ¥0.0265, an increase of 284.06% year-over-year[29] - Diluted earnings per share also stood at ¥0.0265, reflecting the same growth rate of 284.06% compared to the previous year[29]

Financial Performance - Total comprehensive income for the first nine months of 2023 reached RMB 42,457,184.81, a significant increase from RMB 7,924,051.15 in the same period of 2022, representing a growth of 436.36%[5] - Net profit attributable to shareholders for the first nine months of 2023 was RMB 40,726,450.14, up 546.38% from RMB 6,300,744.99 in the previous year[5] - Basic earnings per share for the first nine months of 2023 was RMB 0.0516, a 545.00% increase compared to RMB 0.0080 in the same period last year[5] - The company reported a net profit of RMB 20,889,280.63 for Q3 2023, a remarkable increase of 283.63% compared to the same quarter last year[12] - For the period from January to September 2023, the net profit attributable to shareholders of the listed company was RMB 40,726,450.14, representing an increase of 546.38% year-on-year[26] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 23,503,241.54, up 262.51% compared to the same period last year[26] - Operating revenue for the first nine months of 2023 reached ¥1,176,522,433.74, a 27% increase from ¥926,736,014.87 in the same period of 2022[42] - Net profit for the first nine months of 2023 was ¥42,457,184.81, compared to ¥7,924,051.15 in the previous year, representing a significant increase[42] Revenue and Sales Growth - Operating revenue for Q3 2023 was RMB 448,574,495.50, reflecting a year-on-year increase of 20.36%[12] - The company has seen an increase in sales of hydraulic circulation ball steering gear and electric power steering systems, contributing to revenue growth[26] - New products such as smart electric circulation ball steering gear and smart hydraulic circulation ball steering gear have begun mass production, providing new revenue sources[26] Cash Flow and Liquidity - The net cash flow from operating activities for the first nine months of 2023 was negative RMB 20,619,730.80, a decline of 127.44% compared to the previous year[12] - Cash flow from operating activities showed a net outflow of ¥20,619,730.80 in 2023, contrasting with a net inflow of ¥75,132,699.54 in 2022[35] - Cash flow from investing activities showed a net outflow of ¥41,212,446.93 in 2023, an improvement from a net outflow of ¥88,074,487.83 in 2022[35] - The company obtained loans totaling ¥158,000,000.00 in 2023, down from ¥186,000,000.00 in the previous year, indicating a potential shift in financing strategy[35] Assets and Liabilities - The total assets as of September 30, 2023, amounted to RMB 2,498,336,948.18, an increase of 4.56% from RMB 2,389,483,168.38 at the end of 2022[12] - The company's total liabilities as of September 30, 2023, amounted to RMB 1,082,781,791.51, an increase from RMB 1,016,385,196.52 at the end of 2022[30] - The total equity attributable to shareholders of the parent company increased to RMB 1,433,387,326.83 from RMB 1,392,660,876.69 at the end of 2022[30] - The company's current liabilities totaled RMB 1,009,745,991.00, compared to RMB 938,866,486.73 at the end of 2022, reflecting a growth in short-term obligations[30] - Long-term borrowings decreased to RMB 35,013,105.00 from RMB 43,816,783.33 at the end of 2022, indicating a reduction in long-term debt[30] Research and Development - Research and development expenses increased to ¥79,309,832.33 in 2023, up from ¥65,628,133.92 in 2022, reflecting a focus on innovation[42] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 112,438, with the largest shareholder holding 36.40% of the shares[16]

（一）审议通过了《2023 年第三季度未经审计财务报告》的议案。 表决结果：同意票 9 票，反对票 0 票，弃权票 0 票。 证券代码：002703 证券简称：浙江世宝 公告编码：2023-039 浙江世宝股份有限公司 第七届董事会第十七次会议决议的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 一、董事会会议召开情况 浙江世宝股份有限公司（以下简称"公司"）第七届董事会第十七次会议于 2023 年 10 月 26 日在中国杭州市经济技术开发区 17 号大街 6 号办公大楼三楼会 议室召开。会议通知于 2023 年 10 月 11 日以电子邮件方式送达。会议采用现场 结合通讯表决方式召开，应到董事 9 名，实到董事 9 名，其中董事汤浩瀚、林逸、 龚俊杰、徐晋诚以通讯表决方式参加会议。会议由董事长张世权先生主持，公司 高级管理人员列席会议。会议召开符合相关法律、行政法规、部门规章、规范性 文件和公司章程的规定。 二、董事会会议审议情况 1 公司第七届董事会第十七次会议决议。 特此公告。 浙江世宝股份有限公司董事会 （二）审议通过了《2023 年第三季度报告及 ...

承董事會命 浙江世寶股份有限公司 董事長 張世權 中國˙浙江˙杭州 二零二三年十月十二日 於本公告日期，董事會包括執行董事張寶義先生、湯浩瀚先生、張蘭君女士及劉曉 平女士，非執行董事張世權先生及張世忠先生，以及獨立非執行董事龔俊傑先生、 林逸先生及徐晋誠先生。 * 僅供識別 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 Zhejiang Shibao Company Limited* 浙 江 世 寶 股 份 有 限 公 司 （於中華人民共和國註冊成立的股份有限責任公司） （股份代號： 1057 ） 董事會會議召開日期 浙江世寶股份有限公司（「本公司」）的董事（「董事」）會（「董事會」）謹此 宣布，董事會將於二零二三年十月二十六日（星期四）假座中國浙江省杭州經濟技 術開發區 17 號大街 6 號辦公室大樓三樓本公司會議室舉行會議，藉以（其中包括） 批准刊發本公司及其附屬公司截至二零二三年九月三十日止九個月之第三季度業績 公告。 ...

2. 金融資產和金融負債的確認依據、計量方法和終止確認條件 (2) 金融資產的後續計量方法 採用實際利率法，按照攤餘成本進行後續計量。以攤餘成本計量且不屬於任何套期關係的一 部分的金融資產所產生的利得或損失，在終止確認、重分類、按照實際利率法攤銷或確認減 值時，計入當期損益。 採用公允價值進行後續計量。採用實際利率法計算的利息、減值損失或利得及匯兌損益計入 當期損益，其他利得或損失計入其他綜合收益。終止確認時，將之前計入其他綜合收益的累 計利得或損失從其他綜合收益中轉出，計入當期損益。 19 浙江世寶股份有限公司 中期報告2023 三、 重要會計政策和會計估計（續） 預期信用損失，是指以發生違約的風險為權重的金融工具信用損失的加權平均值。信用損失，是 指公司按照原實際利率折現的、根據合同應收的所有合同現金流量與預期收取的所有現金流量之 間的差額，即全部現金短缺的現值。其中，對於公司購買或源生的已發生信用減值的金融資產， 按照該金融資產經信用調整的實際利率折現。 公司利用可獲得的合理且有依據的信息，包括前瞻性信息，通過比較金融工具在資產負債表日發 生違約的風險與在初始確認日發生違約的風險，以確定金融工具的信用風 ...

Financial Performance - The company's operating revenue for the reporting period reached ¥727,947,938.24, representing a 31.39% increase compared to ¥554,052,591.58 in the same period last year[26]. - Net profit attributable to shareholders was ¥19,837,169.51, a significant increase of 2,218.41% from ¥855,638.15 in the previous year[26]. - The net profit after deducting non-recurring gains and losses was ¥8,507,594.78, improving by 160.44% from a loss of ¥14,076,298.95 in the same period last year[26]. - The basic earnings per share rose to ¥0.0251, up 2,181.82% from ¥0.0011 in the previous year[26]. - The total assets at the end of the reporting period were ¥2,413,186,096.90, reflecting a 0.99% increase from the previous year's end[26]. - The net assets attributable to shareholders increased to ¥1,412,498,046.20, a rise of 1.42% from ¥1,392,660,876.69 at the end of the previous year[26]. - The company reported a net cash flow from operating activities of -¥61,917,321.13, a decline of 223.30% compared to ¥50,216,520.98 in the same period last year[26]. - The company received government subsidies amounting to ¥8,543,208.31, contributing positively to the financial results[27]. Operational Risks - The company faces significant risks including industry volatility, product quality, and technological updates, which could impact operational performance[6][7][8]. - The company’s raw material costs are a significant portion of production costs, and fluctuations in prices could affect gross margins and operational risks[11]. - The company has a high proportion of accounts receivable relative to revenue, which may increase collection risks as business scales up[14]. - The company’s inventory levels are substantial, and any market changes could lead to excess inventory and impact cash flow efficiency[15]. Technological Development - The company emphasizes the importance of continuous technological innovation to meet the evolving demands of automotive manufacturers[8]. - The company has developed seven core technological capabilities, including electric steering ECU technology and intelligent steer-by-wire technology, positioning itself for future growth in smart driving solutions[34]. - Research and development expenses amounted to RMB 50,292,023.37, accounting for 6.91% of operating revenue, indicating a focus on safety, intelligence, and automation in steering system technology[44]. Market Expansion - The company has begun to see results from its efforts to expand into overseas markets, achieving bulk exports of automotive steering systems and key components[12]. - The company plans to continue focusing on the development of new products, including intelligent electric steering systems, to drive future growth[43]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 61,645[112]. - Zhejiang Shibao Holding Group Co., Ltd. holds 39.40% of the shares, totaling 311,123,298 shares, which increased during the reporting period[112]. - Hong Kong Central Clearing Limited holds 27.73% of the shares, totaling 218,996,743 shares, which decreased during the reporting period[112]. - The total number of shares is 789,644,637, with 2.51% being limited shares and 97.49% being unrestricted shares[110]. Financial Management - The company has established a comprehensive quality assurance system covering all stages from product development to after-sales service[81]. - The company has no major capital commitments or contingent liabilities at the end of the reporting period[62][63]. - The company has no significant litigation or arbitration matters during the reporting period[93]. - The company has no major related party transactions during the reporting period[95]. Cash Flow and Liquidity - The company's cash and cash equivalents decreased by RMB 12,192,662.57, a year-on-year increase of 71.50% in net decrease[47]. - The company reported a total investment income of ¥3,193,640.38, up from ¥2,685,010.49 in the same period last year, indicating a growth of 18.9%[128]. - The total cash and cash equivalents at the end of the period amounted to ¥226,210,560.31, a decrease from ¥232,225,660.78 at the end of the previous year, representing a decline of approximately 2.3%[194]. Compliance and Governance - The financial report for the first half of the year is unaudited[118]. - The financial statements have been approved by the board of directors on August 18, 2023, ensuring compliance with corporate governance standards[146]. - The company maintains a continuous operation basis for its financial reporting, with no significant doubts regarding its ability to continue operations in the next 12 months[148].

Financial Performance - Total operating revenue for the first half of 2023 reached RMB 727,947,938.24, representing a year-on-year increase of 31.39% compared to RMB 554,052,591.58 in the same period of 2022[14] - Net profit attributable to shareholders for the first half of 2023 was RMB 19,837,169.51, a significant increase of 2,218.41% from RMB 855,638.15 in the previous year[14] - The company reported a basic earnings per share of RMB 0.0251 for the first half of 2023, up 2,181.82% from RMB 0.0011 in the same period last year[14] - Total revenue for the first half of 2023 reached RMB 5,727,947,938.24, a significant increase from RMB 554,052,591.58 in the same period of 2022, representing a growth of approximately 935%[25] - Net profit for the first half of 2023 was RMB 21,225,695.47, compared to RMB 1,249,399.27 in the first half of 2022, indicating a substantial increase[25] Cash Flow and Assets - The company's cash flow from operating activities showed a net outflow of RMB -61,917,321.13, a decline of 223.30% compared to a net inflow of RMB 50,216,520.98 in the previous year[14] - Total assets as of June 30, 2023, were RMB 2,413,186,096.90, showing a slight increase of 0.99% from the previous year[14] - The company's cash and cash equivalents decreased to RMB 226,210,560.31 from RMB 232,225,660.78 at the end of 2022[18] - Accounts receivable increased significantly to RMB 1,555,386,057.81 as of June 30, 2023, compared to RMB 450,378,856.64 at the end of 2022, reflecting a growth of approximately 245%[18] - The net value of current assets was RMB 486,020,442.64 as of June 30, 2023, an increase from RMB 461,291,615.20 at the end of 2022[59] Liabilities and Equity - Current liabilities totaled RMB 945,741,204.61 as of June 30, 2023, slightly up from RMB 938,866,486.73 at the end of 2022[20] - The total liabilities as of June 30, 2023, were RMB 1,018,862,429.57, slightly up from RMB 1,016,385,196.52 at the end of 2022[20] - The company's equity attributable to shareholders increased to RMB 1,412,498,046.20 as of June 30, 2023, from RMB 1,392,660,876.69 at the end of 2022[20] Research and Development - Research and development expenses for the first half of 2023 were RMB 50,292,023.37, compared to RMB 40,783,290.97 in the same period of 2022, indicating an increase of approximately 23%[25] - The company plans to accelerate the development of intelligent steering products and modular supply capabilities, focusing on the research and development of steer-by-wire technology[82] Market Performance - Sales of new energy vehicles in China grew by 42.40% year-on-year, with production and sales reaching 378.80 million and 374.70 million units respectively[5] - Sales of domestic brand passenger vehicles increased by 22.40% year-on-year, with total sales reaching 5,986,000 units[5] - In the first half of 2023, the Chinese automotive market experienced a significant recovery, driven by promotional policies and the launch of new models, resulting in high cumulative growth[87] - The macroeconomic mild recovery is expected to further release consumer potential in the automotive market, with the industry anticipated to achieve stable growth for the entire year[87] Other Financial Metrics - The gross profit margin for the automotive parts and components manufacturing segment was 17.36%, reflecting an increase of 1.53% year-on-year[8] - The weighted average return on net assets for the first half of 2023 was 1.41%, up from 0.06% in the same period last year[14] - The gross profit from main business operations was RMB 119,930,447.99, an increase of RMB 36,173,544.66 compared to the same period last year, with a gross profit margin of 17.36%[65] - Investment income increased by 112.33% year-on-year to RMB 845,506.53, mainly due to an increase in the amount of bank short-term financial products redeemed[67] Tax and Regulatory Matters - The company and its subsidiaries have applied for re-certification as high-tech enterprises, maintaining a corporate income tax rate of 15% during the reporting period[31] - The company has received a 100% exemption on urban land use tax for the current period, as recognized as an A-class enterprise[34] - The company has applied for a VAT refund policy for software products, which allows for immediate refund of VAT exceeding 3%[34] Dividends and Shareholder Returns - The company did not recommend the payment of an interim dividend for the six months ended June 30, 2023[63]

Cash Flow - Operating cash inflow for the current period was CNY 226,213,016.21, an increase of 21.9% compared to CNY 185,606,864.38 in the previous period[2] - Net cash flow from operating activities was CNY -16,609,425.13, a decline from CNY 6,511,908.60 in the previous period[2] - Cash inflow from investment activities totaled CNY 60,650,946.88, up from CNY 28,985,099.32 in the previous period[2] - Net cash flow from investment activities was CNY -7,474,804.25, an improvement from CNY -20,510,295.03 in the previous period[2] - Cash inflow from financing activities was CNY 73,000,000.00, compared to CNY 60,000,000.00 in the previous period[2] - Net cash flow from financing activities was CNY 7,623,874.92, recovering from CNY -11,259,255.91 in the previous period[2] - The company reported a decrease in cash and cash equivalents by CNY 16,436,751.60, compared to a decrease of CNY 25,419,655.31 in the previous period[2] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 63,867[7] - The largest shareholder, Zhejiang Shibao Holding Group Co., Ltd., holds 38.40% of the shares[7] Financial Performance - The company achieved operating revenue of RMB 345,001,524.92, representing a year-on-year increase of 32.37%[17] - The net profit attributable to shareholders of the listed company was RMB 9,070,150.47, a turnaround from a loss of RMB 4,032,392.53 in the previous year, marking a growth of 324.93%[20] - The net cash flow from operating activities was RMB -16,609,425.13, a decrease of 355.06% compared to the previous year, primarily due to increased cash expenditures for raw material procurement, employee salaries, and VAT payments[17] - The company's total assets at the end of the reporting period were RMB 2,354,610,774.27, a decrease of 1.46% from the end of the previous year[20] - The net assets attributable to shareholders of the listed company increased to RMB 1,401,731,027.16, reflecting a growth of 0.65% compared to the previous year[20] - The basic earnings per share were RMB 0.0115, compared to a loss of RMB 0.0051 in the previous year, indicating a growth of 325.49%[20] - The company reported a gross profit increase due to improved gross margin, contributing to the turnaround in net profit[17] - The company has seen a recovery in sales of commercial vehicle steering products and an increase in production of intermediate shafts and column products[17] Non-Recurring Gains and Losses - Total non-recurring gains and losses amounted to CNY 3,604,823.53 for the current period[6] - The company does not classify any non-recurring gains and losses as recurring items as per the relevant disclosure guidelines[16] Financial Management - The company’s financial expenses included interest expenses of RMB 1,894,499.85, up from RMB 1,255,056.29 in the previous year[14] - The company's board and management guarantee the authenticity, accuracy, and completeness of the quarterly report, assuming legal responsibility for any misstatements or omissions[24] - The first quarter financial report is unaudited[25] - Key financial data will be presented in the upcoming sections[26]