北京金诚同达（深圳）律师事务所 关于 深圳市兆威机电股份有限公司 2025 年第一次临时股东会的 法 律 意 见 书 金深法意字[2025]第 413 号 深圳市福田区鹏程一路广电金融中心42层 518000 电话：0755-2223 5518 传真：0755-2223 5528 北京金诚同达（深圳）律师事务所 法律意见书 北京金诚同达（深圳）律师事务所 关于 深圳市兆威机电股份有限公司 2025 年第一次临时股东会的法律意见书 金深法意字[2025]第 413 号 致：深圳市兆威机电股份有限公司 北京金诚同达（深圳）律师事务所（以下简称"本所"）接受深圳市兆威机 电股份有限公司（以下简称"公司"）委托，指派本所律师出席了公司 2025 年 第一次临时股东会（以下简称"本次股东会"），并根据《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》、中国证券监督 管理委员会发布的《上市公司股东会规则》（以下简称"《股东会规则》"）、 《上市公司治理准则》《律师事务所从事证券法律业务管理办法》《律师事务所 证券法律业务执业规则（试行）》、深圳证券交易所（以下简称"深交所"）发 布的《深圳证券 ...

Group 1 - The core business of the company includes the research, production, and sales of micro transmission systems (63.25% of revenue), precision parts (30.44%), and precision molds and other products (6.31%) [2] - As of September 30, 2025, the company achieved a revenue of 1.255 billion yuan, representing a year-on-year growth of 18.70%, and a net profit attributable to shareholders of 181 million yuan, with a year-on-year increase of 13.86% [2] - The company has distributed a total of 333 million yuan in dividends since its A-share listing, with 192 million yuan distributed in the last three years [3] Group 2 - The company's stock price has increased by 58.68% year-to-date, with a recent 14.55% rise over the last five trading days [1] - The company has appeared on the "龙虎榜" (a stock trading list) seven times this year, with the most recent appearance on April 23, where it recorded a net purchase of 93.537 million yuan [1] - As of September 30, 2025, the number of shareholders decreased by 8.28% to 51,000, while the average circulating shares per person increased by 9.63% to 4,066 shares [2][3]

Core Insights - The company Zhaowei Electromechanical (003021) announced the upcoming launch of its next-generation dexterous hand at CES [1] - The new dexterous hand will feature 20 degrees of freedom, enhancing its functionality and versatility [1] Company Summary - Zhaowei Electromechanical is preparing to showcase its innovative product at a major technology event, indicating a focus on advanced robotics [1] - The introduction of a dexterous hand with 20 degrees of freedom suggests significant advancements in the company's technology and product offerings [1]

Group 1 - The electric motor sector experienced a significant increase of 4.04% on the trading day, with Fangzheng Electric leading the gains [1] - The Shanghai Composite Index closed at 3959.62, up 0.47%, while the Shenzhen Component Index closed at 13531.41, up 0.33% [1] - Fangzheng Electric's stock price rose by 10.00% to 13.64, with a trading volume of 1.3185 million shares and a transaction value of 1.758 billion [1] Group 2 - The electric motor sector saw a net inflow of 955 million in main funds, while retail investors experienced a net outflow of 793 million [2][3] - The top performers in the electric motor sector included Jiangsu Fuli, which rose by 6.67% to 52.11, and Xiangdian Co., which increased by 6.28% to 14.39 [1] - The trading data indicates that Fangzheng Electric had a main fund net inflow of 3.8 billion, while retail investors had a net outflow of 2.58 billion [3]

New Listings - During the period from December 16 to December 22, three companies were listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board, and one company was listed on the Shenzhen Stock Exchange [2] - Anrui Microelectronics, a company focused on RF and analog integrated circuit design, saw its stock price rise by 160.11% on the first day of trading, closing at 168.44 CNY per share, a 102.79% increase from the issue price of 83.06 CNY, with a total market capitalization of approximately 16.8 billion CNY [3] - Muxi Co., Ltd., which specializes in high-performance GPU chips and computing platforms, experienced a stock price increase of 692.95% on its first trading day, closing at 703.35 CNY per share, a 572.03% increase from the issue price of 104.66 CNY, with a total market capitalization of approximately 281.4 billion CNY [3] - Youxun Co., Ltd., focusing on optical communication front-end transceiver chips, saw its stock price rise by 346.57% on the first day, closing at 214.81 CNY per share, a 315.81% increase from the issue price of 51.66 CNY, with a total market capitalization of approximately 17.2 billion CNY [3] - Yuanchuang Co., Ltd., engaged in the research, production, and sales of rubber track products, had its stock price rise by 171.64% on the first day, closing at 54.19 CNY per share, a 118.95% increase from the issue price of 24.75 CNY, with a total market capitalization of approximately 4.2 billion CNY [4] Companies Passing Review - During the same period, one company passed the review on the main board of the Shanghai Stock Exchange, one company on the Sci-Tech Innovation Board, and two companies on the Shenzhen Stock Exchange's Growth Enterprise Market [5] - Changyu Group, which focuses on zirconium products, special nylon products, and fine chemical products, is among the companies that passed the review [6] - Electric Science Blue Sky, which specializes in electric energy products and systems, also passed the review [6] Companies Submitting IPO Applications - One company submitted an IPO application on the Sci-Tech Innovation Board, and three companies submitted applications on the Shenzhen Stock Exchange's Growth Enterprise Market during the period [9] - Xinovate, a company focused on unmet clinical needs and innovative drug development, submitted its IPO application [10][11] Financial Data and Projections - Xinovate reported revenues of 19.5 million CNY in 2022, with projected revenues of 0 CNY for 2023 and 2024, and a net loss of 4.63 billion CNY in 2022, narrowing to 3.86 billion CNY by 2024 [11][12] - Green Control Transmission, a company specializing in electric drive systems for new energy commercial vehicles, reported revenues of 712 million CNY in 2022, with projections of 1.33 billion CNY by 2024, and a net loss of 994.3 million CNY in 2022, turning profitable with a net profit of 480.4 million CNY by 2024 [15][16] - Jiangsu Zhanxin, focusing on high-reliability analog chips, reported revenues of 367 million CNY in 2022, with projections of 413 million CNY by 2024, and a net profit of 1.48 billion CNY in 2022, decreasing to 950 million CNY by 2024 [18] - Yuexin Semiconductor, which provides 12-inch wafer foundry services, reported revenues of 1.545 billion CNY in 2022, with projections of 1.681 billion CNY by 2024, and a net loss of 1.043 billion CNY in 2022, widening to 2.253 billion CNY by 2024 [19][20] Companies Terminating IPO Review - One company on the Shanghai Stock Exchange terminated its IPO review during the period, while no companies on the Shenzhen Stock Exchange did [21] - Jieka Robotics, which specializes in collaborative robots, was the company that terminated its IPO review [21] New Listings on Hong Kong Stock Exchange - Eight companies were listed on the Hong Kong Stock Exchange's main board during the same period [23] - Guoxia Technology, a renewable energy solutions provider, saw its stock price rise by 117.91% on the first day, closing at 42.40 HKD per share, a 110.95% increase from the issue price of 20.10 HKD, with a total market capitalization of approximately 21.7 billion HKD [24] - HashKey, a licensed digital asset platform, experienced a slight decline of 0.15% on its first trading day, closing at 5.69 HKD per share, a 14.82% decrease from the issue price of 6.68 HKD, with a total market capitalization of approximately 15.7 billion HKD [24] - Xidi Intelligent Driving, a supplier of intelligent driving products for commercial vehicles, saw its stock price drop by 13.69% on the first day, closing at 231.00 HKD per share, a 12.17% decrease from the issue price of 263.00 HKD, with a total market capitalization of approximately 10.1 billion HKD [25] Companies Submitting IPO Applications in Hong Kong - Ten companies submitted IPO applications on the Hong Kong Stock Exchange during the period, with three completing the process [27] - Jinzhiyi, focusing on AI digital employee solutions, submitted its IPO application [46]

Investment Rating - The report gives a "Buy" rating for the company, marking its first coverage [6] Core Insights - The company is a leader in micro drive systems, with a customized business model that creates brand value barriers. From 2017 to 2024, revenue grew from 550 million to 1.53 billion yuan, with a compound annual growth rate (CAGR) of 15.7%, and net profit increased from 49 million to 225 million yuan, with a CAGR of 24.3% [1][5] - The humanoid robot market is expected to see significant growth, with demand projected to reach 1.772 million units by 2030, creating a market space of 56.8 billion yuan for dexterous hands, of which the hollow cup motors and gear sets will account for about half, corresponding to a market space of 28.4 billion yuan [2][50] - The XR (Extended Reality) sector is anticipated to become a next-generation consumer electronics phenomenon, with shipments of XR headsets expected to reach 124 million units by 2028. The company's micro drive systems are core components in XR headsets, positioning it to benefit from this growth [3][25] - In the automotive electronics sector, the company has established long-term partnerships with major clients like Bosch and BYD, with revenue in this area growing from 192 million to 633 million yuan from 2019 to 2023, achieving a CAGR of 34.75% [4][33] Summary by Sections Micro Drive Systems - The company has been deeply engaged in micro drive systems for over 20 years, expanding its downstream market applications. It transitioned from producing precision injection parts to integrated products and customized solutions, now serving various industries including automotive electronics, communication devices, and robotics [15][20] - The micro drive systems are essential components in various industries, characterized by their miniaturization, high precision, and reliability, with a broad market demand [20][22] Humanoid Robots - The company focuses on dexterous hands, positioning itself in the core components like motors and gearboxes. It has launched self-developed dexterous hand products, aiming to provide comprehensive solutions in the humanoid robot market [2][39] - AI advancements are accelerating the humanoid robot industry, with significant opportunities for domestic manufacturers to participate in this growing field [39][42] XR (Extended Reality) - The XR industry is entering a rapid development phase, with major manufacturers entering the market. The company's micro drive systems are widely used in XR headsets, enhancing its growth potential in this sector [3][25] Automotive Electronics - The automotive electronics sector is undergoing a technological revolution, with increasing penetration rates and vehicle value. The company has capitalized on the growth of smart vehicles and established long-term relationships with key automotive clients [4][33] - Revenue from automotive electronics has significantly increased, with a notable 66% growth in 2022, and it now accounts for 52.5% of total revenue [4][33] Financial Forecast and Investment Recommendations - The company is projected to achieve revenues of 1.899 billion, 2.409 billion, and 3.137 billion yuan from 2025 to 2027, with net profits of 284 million, 404 million, and 529 million yuan respectively. The current stock price corresponds to a price-to-earnings (P/E) ratio of 87, 61, and 46 for the respective years [5][9]

Group 1 - Hainan local stocks are involved in various industries including non-woven fabric products, concrete, rubber, pharmaceuticals, and logistics [2][3] - Hainan Rui Ze and Hainan Hai Yao have seen significant stock price increases, with Hainan Hai Yao achieving a two-day price increase [2][6] - Hainan Rubber is the leading player in China's natural rubber industry, managing 3.41 million acres of rubber plantations [2] - Hainan Airport operates duty-free businesses at major airports, holding significant stakes in duty-free shops [2] Group 2 - Companies like Hainan Huatie and Hainan Minmetals are involved in state-owned enterprises and agricultural technology, respectively [3] - Hainan Development has acquired a 45% stake in Hainan Haikong Duty-Free Group, aiming to operate duty-free businesses for island residents [6] - The logistics sector is expanding with companies like Jia Cheng International developing logistics hubs in Hainan [2][3] Group 3 - The semiconductor industry is represented by companies like InnoScience and Xiangyang Technology, focusing on cleanroom engineering and special organic materials [4] - Companies like Longfly and Hengtong Optic-Electric are leading in the optical fiber industry, with significant advancements in technology and production capacity [3][4] - The AI and robotics sectors are seeing growth with companies like Zhaowei and Keda Technology focusing on intelligent equipment and robotics [6][7] Group 4 - The consumer goods sector is highlighted by companies like Fei Ke Electric and Anji Food, which are expanding their product lines and market presence [6][7] - The energy sector is represented by companies like Sheng Tong Energy, focusing on natural gas and related assets [9] - The packaging industry is led by companies like Jia Mei Packaging, which is undergoing significant changes in ownership and management [9][10]

Core Viewpoint - Shenzhen Zhaowei Electromechanical Co., Ltd. has submitted a listing application to the Hong Kong Stock Exchange, aiming to capitalize on its position as a leading provider of integrated micro drive and drive system products in China and globally [1] Company Overview - Zhaowei Electromechanical is the largest provider of integrated micro drive and drive system products in China and the fourth largest globally, with market shares of 3.9% and 1.4% respectively [1] - The company designs and manufactures micro drive and drive system products, primarily serving customers in China and overseas [4] - Its products enable breakthroughs in precision, efficiency, and control across various industries [4] Product and Innovation - The company has developed a "1+1+1" collaborative innovation system that supports a dual-engine growth model, focusing on customized products for diverse applications and standardized, scalable development of proprietary brand products [5] - Key product offerings include high-performance servo motors, drum motors, and dexterous hands, with the latter being the first commercialized high-degree-of-freedom dexterous hand product in China [6] Financial Performance - Revenue for the years 2022, 2023, and 2024 is projected to be approximately RMB 1.152 billion, RMB 1.206 billion, and RMB 1.525 billion respectively, with a significant increase in revenue from RMB 1.057 billion in 2024 to RMB 1.255 billion in the first nine months of 2025 [9] - The company recorded net profits of approximately RMB 150 million, RMB 180 million, RMB 225 million, and RMB 182 million for the respective years [10] Industry Overview - The integrated micro drive and drive system market is a core component of the industrial "four basics," with a projected growth from RMB 782 billion in 2020 to RMB 1,113 billion in 2024, reflecting a compound annual growth rate (CAGR) of 9.2% [12] - The Chinese market for integrated micro drive and drive systems is expected to grow from RMB 203 billion in 2020 to RMB 332 billion in 2024, with a CAGR of 13.0% [13]

Company Overview - Zhaowei Electric (003021) has submitted a listing application to the Hong Kong Stock Exchange, with joint sponsors being China Merchants Securities International and Deutsche Bank [1] - The company is the largest provider of integrated micro drive and drive system products in China and the fourth largest globally, with market shares of 3.9% and 1.4% respectively based on 2024 revenue [1] Product and Innovation - The company designs and manufactures micro drive and drive system products along with their supporting components, including micro drive systems, precision parts, and custom molds [1] - Zhaowei Electric employs a "1+1+1" collaborative innovation system to create a "dual-engine" growth model, focusing on customized product development with leading clients and promoting standardized, large-scale development of platform-based self-owned brand products [1] - The company has launched three major platform-based self-owned brand products: high-performance servo motors, drum motors, and dexterous hands [1][2] Market Potential - The global integrated micro drive and drive system market is projected to grow from RMB 124.3 billion in 2025 to RMB 204.9 billion by 2029, with a compound annual growth rate (CAGR) of 13.3% [2] - The Chinese market is expected to increase from RMB 38.4 billion in 2025 to RMB 72.6 billion by 2029, with a CAGR of 17.3% [2]

Core Viewpoint - Shenzhen Zhaowei Electromechanical Co., Ltd. is in the process of applying for an overseas listing of foreign shares (H-shares) on the Main Board of the Hong Kong Stock Exchange [1][2] Group 1 - The company submitted its application for the issuance and listing on June 18, 2025, and updated the application on December 19, 2025 [1][3] - The application materials were published on the Hong Kong Stock Exchange website and are subject to updates and revisions as required by the Hong Kong Securities and Futures Commission and the Hong Kong Stock Exchange [1][2] - The subscription for this issuance is limited to qualified overseas investors and domestic qualified investors who are authorized to conduct overseas securities investments under Chinese laws [2] Group 2 - The company’s issuance and listing are still subject to approval from the Hong Kong Securities and Futures Commission and the Hong Kong Stock Exchange, indicating uncertainty in the process [3] - The company will fulfill its information disclosure obligations based on the progress of this matter [3]