北京市嘉源律师事务所 关于惠州市德赛西威汽车电子股份有限公司 实施 2025 年员工持股计划的法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致：惠州市德赛西威汽车电子股份有限公司 北京市嘉源律师事务所 关于惠州市德赛西威汽车电子股份有限公司 实施 2025 年员工持股计划的法律意见书 嘉源(2025）-05-150 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）、中国证券监督管理委员会（以下简称 "中国证监会"）《关于上市公司实施员工持股计划试点的指导意见》（以下简称 "《指导意见》"）、《深圳证券交易所上市公司自律监管指引第 1 号——主板上 市公司规范运作》（以下简称"《自律监管指引第 1 号》"）和《惠州市德赛西 威汽车电子股份有限公司章程》（以下简称"《公司章程》"）等有关规定，北 京市嘉源律师事务所（以下简称"本所"）接受惠州市德赛西威汽车电子股份有限 公司（以下简称"德赛西 ...

董事会现就本员工持股计划符合《指导意见》等相关规定说明如下： 一、公司不存在《指导意见》《上市公司规范运作》等法律、法规规定的禁 止实施员工持股计划的情形，公司具备实施本员工持股计划的主体资格。 二、本员工持股计划内容符合《指导意见》《上市公司规范运作》等有关法 律、法规及规范性文件的规定，公司推出员工持股计划前，公司通过职工代表大 会充分征询了员工意见。 三、本员工持股计划关联董事已根据相关规定回避表决，公司审议本员工持 股计划相关议案的决策程序合法、有效，不存在损害公司及全体股东利益的情形。 四、公司监事会对本员工持股计划名单进行了核实，认为拟参与本员工持股 计划的人员均符合《指导意见》等法律、法规的有关规定，符合本员工持股计划 规定的参加对象范围，主体资格合法、有效；员工自愿参与、风险自担，公司不 存在摊派、强行分配等方式强制员工参与本员工持股计划的情形。公司全部有效 的员工持股计划所持有的股票总数不超过公司股本总额的 10%，任一持有人持 有份额不超过公司总股本的 1%。 惠州市德赛西威汽车电子股份有限公司 五、公司实施本员工持股计划有利于建立和完善员工与股东的利益共享机制， 实现公司、股东和员工利益 ...

惠州市德赛西威汽车电子股份有限公司 证券代码：002920 证券简称：德赛西威 公告编号：2025-043 惠州市德赛西威汽车电子股份有限公司 关于增加公司 2025 年度对外担保预计额度的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、担保情况概述 惠州市德赛西威汽车电子股份有限公司（以下简称"公司"）于 2024 年 12 月 17 日 召开第四届董事会第五次会议与于 2025 年 1 月 6 月召开的 2025 年第一次临时股东大 会，审议通过了《关于公司 2025 年度对外担保预计额度的议案》，同意公司 2025 年度 为部分子公司提供担保额度总计不超过人民币 30,000 万元（含等值外币）。具体内容详 见公司于同日在《证券日报》、《证券时报》、《上海证券报》、《中国证券报》和巨潮资讯 网（www.cninfo.com.cn）上披露的公司《关于公司 2025 年度对外担保预计额度的公告》 （公告编号：2024-079）。 现根据部分子公司实际经营需要，公司于 2025 年 5 月 23 日召开第四届董事会第十 次会议，审议通过了《关于增加公 ...

Core Viewpoint - The automotive sector experienced a significant surge, driven by the strong performance of Seres, with automotive ETFs showing notable gains in the market [1][2]. Group 1: ETF Performance - Automotive ETF (159512) achieved a half-day increase of 3.96%, leading the ETF market, with a total scale of 0.45 billion shares and a transaction amount of 13.97 million yuan [1][3]. - Automotive ETF (516110) also saw a half-day increase of 3.5%, with a scale of 3.35 billion shares and a transaction amount of 85.51 million yuan [1][6]. Group 2: Market Trends - The automotive market showed stable growth in production and sales compared to the same period last year, supported by the accelerated release of domestic demand [2]. - Exports remained stable despite drastic changes in the external environment, and the new energy vehicle sector continued to grow rapidly [2]. - National policies aimed at stabilizing employment and the economy are expected to further boost domestic demand in the automotive market, helping to mitigate negative impacts on exports [2]. Group 3: ETF Share Changes - Year-to-date, the share of Automotive ETF (516110) decreased by 78 million shares, representing a change of -18.9%, while Automotive ETF (159512) saw a reduction of 34 million shares, with a change of -43% [2]. Group 4: Major Holdings - Major stocks in the CSI Automotive Index include BYD (20.05% weight), Seres (14.01%), and SAIC Motor (11.01%) [4][5]. - Major stocks in the CSI 800 Automotive and Parts Index include BYD (20.03% weight), Seres (10.67%), and Fuyao Glass (9.32%) [7].

Group 1 - The smart connected vehicle ETF (159872.SZ) increased by 0.33%, with its associated index CS Vehicle Networking (930725.CSI) rising by 0.09% [1] - Major component stocks such as BYD rose by 2.05%, Aerospace Science and Technology by 2.22%, and CATL by 0.88%, reflecting a positive market sentiment towards the new energy vehicle and smart connected industry chain [1] - According to the latest survey by the China Passenger Car Association, the narrow passenger car retail market is expected to reach approximately 1.85 million units this month, representing a year-on-year growth of 8.5% and a month-on-month increase of 5.4% [1] Group 2 - Galaxy Securities noted that satellite communication is being integrated into high-level autonomous driving emergency link systems, particularly in western and high-speed scenarios, complementing 5G and vehicle-road collaboration [2] - The domestic policy continues to support "smart connected vehicles" and "vehicle-road collaboration," accelerating the construction of national smart connected vehicle demonstration zones and driving demand for vehicle communication [2] - The battery swap model, represented by CATL, enhances efficiency by reducing vehicle energy consumption and battery replacement costs, with applications in vehicle networking infrastructure such as NIO's battery swap stations [2]

Core Insights - The China Digital Economy Theme Index (931582) experienced a decline of 0.38% as of May 21, 2025, with mixed performance among constituent stocks [1] - The National Bureau of Statistics issued the "Digital China Construction 2025 Action Plan," which emphasizes the need for local implementation [1][2] - The digital economy ETF (560800) closely tracks the China Digital Economy Theme Index and has seen significant growth in scale and shares recently [2][3] Market Performance - Leading stocks included Jingsheng Electronics (600699) up 5.53%, Desay SV (002920) up 3.59%, and Nasda (002180) up 2.16%, while the biggest decliners were Zhaoyi Innovation (603986) down 6.21%, Mingzhi Electric (603728) down 1.87%, and Loongson Technology (688047) down 1.60% [1][6] - The digital economy ETF saw a recent price of 0.76 yuan, with a turnover rate of 0.77% and a transaction volume of 5.8854 million yuan [1] Fund Growth - The digital economy ETF's scale increased by 2.5476 million yuan over the past two weeks, ranking in the top half among comparable funds [2] - In the past week, the ETF's shares grew by 2 million, also placing it in the top half of comparable funds [3] Capital Flow - The latest capital inflow and outflow for the digital economy ETF were balanced, with a total of 26.2393 million yuan raised over the last ten trading days [4] - The top ten weighted stocks in the China Digital Economy Theme Index accounted for 51.5% of the index, with notable companies including Dongfang Caifu (300059) and SMIC (688981) [4][6]

Core Viewpoints - The automotive sector is expected to continue its upward trend, driven by three main themes: AI robotics, AI intelligence, and favorable market conditions [4][8] - The market showed strong performance in the automotive sector, with passenger vehicles and components leading the gains, influenced by better-than-expected adjustments in US-China tariffs and previous significant corrections in the automotive market [4][8] Weekly Review Summary - In the second week of May, the number of compulsory insurance policies reached 443,000 vehicles, reflecting a week-on-week increase of 6.5% and a month-on-month increase of 29.8% [2][7] - The SW automotive index rose by 2.4%, with the best-performing segments being SW passenger vehicles (+4.4%) and SW automotive components (+2.2%), while commercial vehicles and motorcycles showed declines [2][7] Key Industry Changes - Weipai New Energy launched the 2025 model of the Gaoshan vehicle, equipped with the Coffee Pilot Ultra intelligent driving assistance system [3][7] - BYD was added to the Hang Seng Technology Index [3][7] - Geely Automobile reported Q1 2025 revenue of 72.5 billion yuan, a year-on-year increase of 24.5%, and a net profit of 5.67 billion yuan, up 263.4% year-on-year [3][7] - The acquisition of 100% equity in Wuhu Changpeng was completed, and the company was renamed Wuhu Top [3][7] - Baolong Technology's second phase of the 4.8MW distributed photovoltaic project in Ningguo was completed and accepted [3][7] Sector Configuration Recommendations - The company maintains a positive outlook for 2025, focusing on three main themes: AI robotics, AI intelligence, and favorable market conditions, with the robotics theme expected to have the highest elasticity in May [5][8] - Recommended stocks for the AI robotics theme include Top Group, Junsheng Electronics, and Precision Forging Technology [5][8] - For the AI intelligence theme, preferred stocks include Xpeng Motors, Li Auto, and Xiaomi in Hong Kong, and Seres, SAIC Motor, and BYD in A-shares [5][8] - The favorable market conditions theme includes recommendations for bus manufacturers like Yutong Bus and heavy-duty trucks like China National Heavy Duty Truck and Weichai Power [5][8] Market Performance Tracking - The automotive sector ranked third in A-shares and first in Hong Kong this week, with strong performances in passenger vehicles and components [12][21] - The automotive sector's performance in the SW index showed significant gains, with passenger vehicles leading the way [15][21] Sales Data Overview - In April, the total number of passenger vehicles insured was 443,000, with a year-on-year increase of 29.8% [44] - New energy vehicles accounted for 222,000 units, with a penetration rate of 50.2% [44]

Group 1 - The Shanghai Composite Index decreased by 0.40%, while the CSI 300 Automotive and Parts Index reported at 10,250.88 points [1] - The CSI 300 Automotive and Parts Index increased by 3.26% over the past month, decreased by 2.36% over the past three months, and has risen by 4.75% year-to-date [1] - The CSI 300 Index is categorized into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries, providing a comprehensive analysis tool for investors [1] Group 2 - The top ten holdings in the CSI 300 Automotive and Parts Index are BYD (39.29%), Seres (12.08%), Fuyao Glass (10.46%), SAIC Motor (8.91%), Changan Automobile (7.0%), Top Group (3.99%), Sailun Tire (3.85%), Great Wall Motors (3.38%), Huayu Automotive (3.38%), and Desay SV Automotive (3.34%) [1] - The market share of the CSI 300 Automotive and Parts Index is 50.37% from the Shanghai Stock Exchange and 49.63% from the Shenzhen Stock Exchange [2] - The composition of the index by industry shows that passenger cars account for 72.71%, automotive interior and exterior parts for 16.12%, automotive system components for 3.99%, tires for 3.85%, and automotive electronics for 3.34% [2] Group 3 - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December each year [2] - Weight factors are generally fixed until the next scheduled adjustment, with temporary adjustments made in response to changes in the CSI 300 Index [2] - Special events affecting sample companies may lead to adjustments in the industry classification of the CSI 300 Industry Index [2]

Investment Rating - The report maintains a positive outlook on the humanoid robot industry, emphasizing the importance of software development for commercialization [3][4]. Core Insights - The report identifies that the hardware maturity of humanoid robots is currently higher than that of software, with software being the key to commercialization. It highlights the need for advancements in algorithms, data, and control systems to drive the industry forward [3][5][6]. Summary by Sections 1. Algorithms: The Core of Embodied Intelligence - The algorithm framework is divided into two levels: the upper "brain" focuses on task-level planning and decision-making, while the lower "cerebellum" handles real-time motion planning and joint control [3][11][18]. - The report discusses the evolution of control algorithms, noting a shift from traditional methods to modern approaches like reinforcement learning (RL) and imitation learning (IL) [3][19][29]. - The VLA (Vision-Language-Action) model is highlighted as a significant advancement in upper-level control, enabling robots to understand and execute tasks through natural language processing [3][36][40]. 2. Data: The Foundation of Algorithm Learning - Data quality and diversity are crucial for algorithm performance, with sources categorized into real data, synthetic data, and web data. Real data is the most accurate but least abundant [3][74][76]. - The report emphasizes the importance of remote operation and motion capture technologies for collecting high-quality real data [3][79]. 3. Control Systems: The Foundation of Embodied Intelligence - The control system is described as the "brain" of humanoid robots, consisting of hardware (SoC chips, CPUs, GPUs, NPUs) and software components [3][3][3]. - The report notes that the industry lacks a unified consensus on the structure of the "brain" and "cerebellum" in humanoid robots, which are essential for executing complex algorithms and tasks [3][3][3]. 4. Investment Opportunities - The report identifies several key companies in the humanoid robot industry worth monitoring, including: - Controller segment: Tianzhun Technology, Zhiwei Intelligent, Desay SV [4][4]. - Motion control technology: Huichuan Technology, Xinjie Electric, Leisai Intelligent, Gokong Technology, Tosida [4][4]. - Chip manufacturers: Rockchip, Horizon Robotics [4][4]. - Data collection equipment: Lingyun Optical, Aofei Entertainment [4][4].

Group 1: Financial Performance - In Q1 2025, the company achieved a revenue of 6.792 billion CNY, representing a year-on-year growth of 20.26% [2] - The net profit attributable to shareholders was 582 million CNY, with a year-on-year increase of 51.32% [2] - The net profit after deducting non-recurring gains and losses was 497 million CNY, reflecting a growth of 34.08% [2] Group 2: Market Position and Competitive Advantage - The company's smart cockpit business is expected to reach an annual revenue of 18.230 billion CNY in 2024, with new project orders generating an annualized sales amount exceeding 16 billion CNY [3] - The integration of smart driving and smart cockpit technologies is anticipated to enhance vehicle efficiency, optimize costs, and improve user experience [3] - The company has established a leading position in both smart cockpit and smart driving sectors, which will enhance its competitive edge through cross-domain integration [3] Group 3: International Expansion - In 2024, the company's overseas orders are projected to exceed 5 billion CNY, with a year-on-year growth rate of over 120% [3] - The company has secured project orders from renowned international automotive brands such as TATA MOTORS, VOLKSWAGEN, and TOYOTA [3] - The German factory is operational, while the Spanish factory is under construction, expected to be completed by the end of 2025, starting to supply smart cockpit and smart driving products [3]