国浩律师（深圳）事务所 法律意见书 国浩律师（深圳）事务所 关于科力尔电机集团股份有限公司 2025年第一次临时股东大会法律意见书 致：科力尔电机集团股份有限公司 权登记日、联系人和联系方式等内容。公司已按相关规定对议案的内容进行充分披露。 国浩律师（深圳）事务所（以下简称"本所"）接受科力尔电机集团股份有限公 司（以下简称"公司"）的委托，指派张韵雯律师、李德齐律师（以下简称"本所律 师"）出席公司2025年第一次临时股东大会（以下简称"本次股东大会"或"本次会 议"），对本次股东大会的合法性进行见证。本所律师根据《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》等法律、法规和规范性文件 以及《科力尔电机集团股份有限公司章程》（以下简称"《公司章程》"）的规定， 就公司本次股东大会的召集、召开程序、出席会议人员的资格、召集人的资格、表决 程序和表决结果等有关事宜出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会的召集、召开程序、出席会议人 员资格、召集人的资格、表决程序以及表决结果是否符合相关法律、法规、其他规范 性文件及《公司章程》的规定发表意见，不对会议审议的议案内 ...

证券代码：002892 证券简称：科力尔 公告编号：2025-072 科力尔电机集团股份有限公司 关于使用闲置募集资金进行现金管理的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 科力尔电机集团股份有限公司（以下简称"公司"）于 2025 年 1 月 23 日召 开了第四届董事会第三次会议、第四届监事会第三次会议，会议审议通过了《关 于使用部分暂时闲置募集资金进行现金管理的议案》，同意公司及控股子公司使 用额度不超过人民币 16,000 万元的暂时闲置募集资金进行现金管理，在上述额 度内允许公司按实际情况进行额度分配，该额度自公司董事会审议通过之日起十 二个月内可循环滚动使用，期限内任一时点的交易金额（含前述投资的收益再投 资的相关金额）不超过审议额度。具体内容详见公司《证券时报》《中国证券报》 《上海证券报》及巨潮资讯网（http://www.cninfo.com.cn）上披露的《关于使用 部分暂时闲置募集资金进行现金管理的公告》（公告编号：2025-007）。 根据上述会议决议，现就公司使用部分暂时闲置募集资金进行现金管理的相 关进展情况公告如下 ...

Core Viewpoint - The announcement details the completion of the stock option incentive plan registration for 2024 by Keli Electric Motor Group Co., Ltd, highlighting the issuance of stock options to incentivize employees and align their interests with the company's performance [1][2][4]. Summary by Sections Incentive Plan Overview - The incentive method is stock options, with the stock sourced from the company's directed issuance of A-share common stock [1][2]. - A total of 4.0125 million stock options are planned for grant, representing approximately 0.65% of the company's total share capital at the time of the announcement [2]. - The initial grant consists of 3.21 million options (0.52% of total share capital), while 802,500 options are reserved for future grants (0.13% of total share capital) [2]. Grant Details - The stock options will be granted to no more than 79 core employees, excluding independent directors, supervisors, and major shareholders [2]. - The exercise price for the stock options is set at 6.57 CNY per share [3]. Plan Validity and Conditions - The validity of the incentive plan lasts up to 60 months from the completion of the initial grant registration [4]. - The initial grant date will be determined by the board of directors within 60 days after the shareholders' meeting approval [5]. Performance Assessment - The performance assessment for the stock options is based on the company's net profit excluding non-recurring gains and losses, which must be positive for the years 2024 to 2026 [10][12]. - Individual performance assessments will determine the actual number of stock options that can be exercised by each employee [12]. Approval Process - The plan has undergone several approval steps, including meetings of the board and supervisory board, public announcements, and shareholder meetings, confirming compliance with regulatory requirements [13][14]. Impact on the Company - The implementation of this incentive plan is expected to enhance the alignment of interests between the company, shareholders, and employees, thereby attracting and retaining talent and boosting employee motivation and creativity [16].

Summary of Key Points Core Viewpoint - The announcement details the completion of the stock option incentive plan for 2024 by Keli Electric Motor Group Co., Ltd, which aims to attract and retain talent while aligning employee interests with those of shareholders [1][12]. Group 1: Incentive Plan Overview - The incentive plan involves a total of 4.01 million stock options, representing 0.65% of the company's total share capital, with 3.21 million options for initial grants (80% of total) and 802,500 options reserved for future grants (20%) [1][2]. - The plan's effective period lasts up to 60 months from the completion of the initial grant registration [2]. Group 2: Grant and Vesting Details - The initial grant date will be determined by the board within 60 days after shareholder approval, and the reserved options must be granted within 12 months post-approval [2][3]. - The waiting periods for the initial grants are set at 12, 24, and 36 months, while the reserved grants have similar waiting periods [2][3]. Group 3: Exercise Conditions - The exercise of stock options is contingent upon meeting specific performance targets, including a positive net profit for the corresponding assessment years [5][6]. - The performance targets for the first exercise period require a minimum revenue of 1.425 billion yuan for 2024, with cumulative targets for subsequent years [6][7]. Group 4: Approval Process - The plan has undergone necessary approvals, including reviews by the board and supervisory committee, with no objections raised during the public notice period [7][9]. - The stock options were officially registered on September 3, 2025, with a grant date of August 25, 2025, and an exercise price set at 5.43 yuan per share [10][11]. Group 5: Impact on Company - The implementation of this incentive plan is expected to enhance the company's ability to attract and retain talent, thereby strengthening its competitive advantage in the market [12].

证券代码：002892 证券简称：科力尔 公告编号：2025-071 科力尔电机集团股份有限公司 关于 2024 年股票期权激励计划预留授予登记完成的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 1、期权简称：科力 JLC4 经深圳证券交易所、中国证券登记结算有限责任公司深圳分公司审核确认， 科力尔电机集团股份有限公司（以下简称"公司"）已完成 2024 年股票期权激励 计划（以下简称"本激励计划"）预留授予登记工作，现将相关事项公告如下： 一、本激励计划的简述与已履行的审批程序 （一）本激励计划的简述 1、激励方式：股票期权 2、股票来源：公司向激励对象定向发行的公司 A 股普通股股票。 3、激励数量：本激励计划拟授予的股票期权数量为 401.25 万份，约占本激 励计划草案公告时公司股本总额的 0.65%。其中，首次授予 321.00 万份，约占本 激励计划草案公告时公司股本总额的 0.52%，约占本次拟授予权益总额的 80.00%； 预留授予 80.25 万份，约占本激励计划草案公告时公司股本总额的 0.13%，约占 本次拟授予权益总额的 20. ...

Market Performance - The electric motor sector increased by 0.82% compared to the previous trading day, with Tongda Power leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Stock Performance - Key stocks in the electric motor sector showed varied performance, with Tongda Power closing at 18.82, up 2.17%, and Xiangdian Co. closing at 16.66, up 2.08% [1] - Other notable performers included Wolong Electric Drive at 33.89, up 1.99%, and Dayang Electric at 8.40, up 1.57% [1] Trading Volume and Value - The trading volume and value for Tongda Power reached 115,600 hands and 214 million yuan, respectively [1] - Wolong Electric Drive had a trading volume of 1,676,900 hands and a trading value of 5.596 billion yuan [1] Capital Flow - The electric motor sector experienced a net outflow of 733 million yuan from institutional investors, while retail investors saw a net inflow of 605 million yuan [2] - Speculative funds had a net inflow of 128 million yuan into the sector [2] Individual Stock Capital Flow - Wolong Electric Drive had a net outflow of 29.68 million yuan from institutional investors, while retail investors contributed a net inflow of 2.29 million yuan [3] - Huayang Intelligent saw a net inflow of 1.05 million yuan from institutional investors, with retail investors contributing a net inflow of 518.74 million yuan [3]

Core Viewpoint - The recent financial report of Koli (002892) shows a moderate increase in revenue and net profit, but raises concerns regarding accounts receivable and cash flow [1][3] Financial Performance - Total revenue for the first half of 2025 reached 907 million yuan, a year-on-year increase of 13.91% [1] - Net profit attributable to shareholders was 29.18 million yuan, up 23.31% year-on-year [1] - In Q2 2025, total revenue was 487 million yuan, reflecting a 7.64% increase year-on-year, while net profit surged by 110.45% to 26.94 million yuan [1] Key Financial Metrics - Gross margin decreased to 18.5%, down 8.57% year-on-year, while net margin improved to 3.58%, an increase of 39.2% [1] - Total expenses (selling, administrative, and financial) amounted to 76.27 million yuan, representing 8.41% of revenue, a 26.42% increase year-on-year [1] - Earnings per share rose to 0.04 yuan, a 23.27% increase year-on-year, while operating cash flow per share fell to -0.1 yuan, a decrease of 299.12% [1] Changes in Financial Items - Cash and cash equivalents decreased by 53.96% due to 120 million yuan of raised funds not yet maturing [3] - Accounts receivable increased by 27.4% in line with a 13.91% rise in sales revenue [3] - Inventory rose by 21.84% due to increased sales orders [3] - Long-term borrowings increased by 146.89% due to loans for the Huizhou industrial park project [3] Business Evaluation - The company's return on invested capital (ROIC) was 3.9%, indicating weak capital returns [4] - The net profit margin was 3.04%, suggesting low added value in products or services [4] - Historical data shows a median ROIC of 13.49% since the company went public, with the lowest ROIC recorded in 2023 at 3.25% [4] Business Model and Debt Situation - The company's performance relies heavily on R&D and capital expenditures, necessitating scrutiny of the viability of these investments [5] - The debt situation is concerning, with interest-bearing asset-liability ratio reaching 21.73% [5] - Accounts receivable relative to profit stands at 1042.92%, indicating potential liquidity issues [5]

Core Insights - Koller Electric Motor Group Co., Ltd. reported strong growth in both revenue and net profit for the first half of 2025, with revenue approximately 907 million yuan, a year-on-year increase of 13.91%, and net profit around 29.18 million yuan, up 23.31% [2] - The second quarter of 2025 showed particularly impressive results, with quarterly revenue of about 487 million yuan, a 7.64% increase year-on-year, and net profit of approximately 26.94 million yuan, a significant rise of 110.45% compared to the same period last year [2] Company Developments - Koller focuses on the research, production, and sales of motors and drive control systems, with applications in home appliances, office automation, and medical devices [2] - The company has increased its R&D investment, with R&D expenses rising by 19.97% year-on-year, targeting core technologies such as high-precision servo motors and brushless DC motors [2] - New products launched include servo systems for industrial robots and low-power motors suitable for smart home applications, receiving positive market feedback [2] Market Expansion - Koller has made significant progress in expanding into the robotics and industrial machine sectors, with customized servo systems for collaborative robots validated by leading companies and industrial machine-specific motors entering prototype testing [3] - The company is also exploring the electric vehicle sector, having developed a vehicle-mounted cooling fan motor and established cooperation intentions with new energy vehicle manufacturers, contributing to future growth [3] - The steady growth in performance is attributed to ongoing investment in core technology R&D and early positioning in new market segments, with plans to accelerate production capacity to meet demand for new products [3]

Core Insights - Company reported a total operating revenue of 907 million yuan, an increase of 111 million yuan compared to the same period last year, marking a 13.91% year-on-year growth [1] - Net profit attributable to shareholders reached 29.18 million yuan, up by 5.51 million yuan from the same period last year, reflecting a 23.31% year-on-year increase [1] - Operating cash flow showed a net outflow of 77.30 million yuan [1] Financial Metrics - The latest debt-to-asset ratio stands at 49.91% [3] - Gross profit margin improved to 18.50%, an increase of 1.69 percentage points from the previous quarter [3] - Return on equity (ROE) is at 2.27%, up by 0.40 percentage points year-on-year [3] - Diluted earnings per share (EPS) is 0.04 yuan, an increase of 0.01 yuan compared to the same period last year, representing a 23.27% year-on-year growth [3] - Total asset turnover ratio is 0.37 times, ranking third among disclosed peers [3] - Inventory turnover ratio is 2.26 times, ranking fourth among disclosed peers [3] Shareholder Structure - The number of shareholders is 76,700, with the top ten shareholders holding a total of 392 million shares, accounting for 52.61% of the total share capital [3] - Major shareholders include: - Nie Pengju: 23.7 million shares - Nie Baosheng: 21.0 million shares - Wanxiang Capital Private Securities Fund Management: 3.38 million shares - Tang Yi: 1.24 million shares - Industrial Bank Co., Ltd.: 1.12 million shares - China Merchants Bank Co., Ltd.: 0.46 million shares - Guotai Junan Securities Co., Ltd.: 0.45 million shares - Jiangnanya: 0.45 million shares - Jiang Yaogang: 0.42 million shares - Hong Kong Central Clearing Limited: 0.31 million shares [3]

Group 1 - The stock price of Koliar reached 15.24 yuan as of August 25, 2025, an increase of 1.60% from the previous trading day [1] - The trading volume on that day was 326,543 hands, with a transaction amount of 498 million yuan [1] - Koliar's main business includes the research, production, and sales of micro-special motors, which are widely used in home appliances, office automation, and medical devices [1] Group 2 - For the first half of 2025, Koliar reported operating revenue of 907 million yuan, representing a year-on-year growth of 13.91% [1] - The net profit attributable to shareholders of the listed company was 29.1764 million yuan, showing a year-on-year increase of 23.31% [1] - On August 25, the net outflow of main funds was 49.7441 million yuan, with a cumulative net outflow of 136 million yuan over the past five days [1]