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 2024 年年度股东会的 法律意见书 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 金诚同达律师事务所 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 2024 年年度股东会的 法律意见书 金深证法意[2025]字第 218 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"兆威"或"公司"）的聘请，指派本所律师出席公 司 2024 年年度股东会（以下简称"本次股东会"）并对会议的相关事项出具法 律意见书。 本所律师根据《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》《上市公司股东会规则》（以下简称"《股东会规则》"） 《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）》等有关法律、法规和规范性文件的要求以及《深圳市兆威机电股份有 限公司章程》（以下简称"《公司章程》"）的规定，对本次股东会的召集、召 ...

Group 1: Market Performance - The three major indices showed fluctuations, with the Shanghai Composite Index closing flat, the Shenzhen Component down 0.08%, and the ChiNext Index down 0.33%. Over 3,300 stocks rose in the two markets, with a total trading volume of approximately 1.09 trillion yuan [2] Group 2: Shipping and Port Sector - The port and shipping sector saw significant gains, with Lianyungang (601008.SH), Nanjing Port (002040.SZ), and Ningbo Maritime (600798.SH) rising by 10%. Ningbo Ocean Shipping (601022.SH) also experienced a substantial increase [2] - Huayuan Securities noted that the 90-day US-China tariff window has triggered a surge in shipping demand on US routes, which is expected to boost both volume and price. Additionally, Asian route shipping rates may benefit from spillover effects, positively impacting related companies' performance [2] Group 3: Real Estate Sector - The real estate sector strengthened, with Shahe Co. (000014.SZ) rising by 10%, and Vanke A (000002.SZ), Poly Developments (600048.SH), Tianbao Infrastructure (000965.SZ), and Shibei Hi-Tech (600604.SZ) also seeing increases [2] - The National Bureau of Statistics indicated that the real estate market stabilized in April due to various policies aimed at promoting recovery. Future demand for green, smart, and safe housing is expected to grow, with significant prospects for upgrading old residential areas and improving real estate construction quality [2] Group 4: Mergers and Acquisitions - Mergers and acquisitions concept stocks showed strong movements, with Guangzhi Technology (300489.SZ) and Jinlihua Electric (300069.SZ) rising by 20%, and Zongyi Co. (600770.SH), Binhai Energy (000695.SZ), and Jinhongshun (603922.SH) increasing by 10% [3] - The China Securities Regulatory Commission recently announced amendments to the "Management Measures for Major Asset Restructuring of Listed Companies," encouraging private equity funds to participate in mergers and acquisitions, establishing simplified review procedures, and introducing a phased payment mechanism [3] Group 5: Food Processing Sector - The food processing and manufacturing sector performed well, with Three Squirrels (300783.SZ), Liangpinpuzi (603719.SZ), Jinzhai Food (003000.SZ), and Maiqu'er (002719.SZ) all seeing increases [4] - The Ministry of Commerce and the National Development and Reform Commission jointly released the "Measures for Promoting and Managing the Catering Industry," which will take effect on June 15, 2025. The measures include 25 provisions aimed at promoting the industry, including support for international cooperation, digital development, and local specialty catering cultivation [4]

Investment Rating - The report maintains a "Recommendation" rating for the humanoid robotics industry, indicating a positive outlook for the sector's fundamentals and expected performance exceeding the benchmark index [6]. Core Insights - The humanoid robotics sector is experiencing significant investment activity, with multiple companies securing substantial funding rounds, indicating strong market interest and growth potential [5][10][12]. - Partnerships between major tech firms, such as Huawei and UBTECH, are expected to enhance product development and application in industrial and household scenarios, further driving industry growth [2]. - The report highlights the emergence of autonomous logistics as a rapidly deployable application for embodied intelligence, with the potential to unlock a market exceeding 100 billion [12]. Summary by Sections Investment Activities - Skild AI is set to complete a $500 million financing round at a valuation of $4.2 billion, led by SoftBank and other prominent investors, aimed at expanding its robotics capabilities [1]. - Qianjue Robotics announced the completion of a multi-million angel round financing to accelerate technology development and product iteration [3]. - Ziyuan Robotics completed a multi-million A round financing, with funds directed towards the development of its end-to-end embodied intelligence model [5]. Strategic Partnerships - Huawei and UBTECH signed a comprehensive cooperation agreement to innovate in humanoid robotics, leveraging Huawei's technological capabilities and UBTECH's expertise [2]. - Yujian Technology and Tencent Cloud have deepened their strategic cooperation to accelerate innovation in embodied intelligence technology across various applications [4]. Market Performance - The humanoid robotics industry has shown strong performance metrics, with a notable increase in stock prices for key players, indicating robust investor confidence [17]. - The report outlines a significant increase in the number of financing events in the humanoid robotics sector, reflecting a growing interest from venture capital and institutional investors [18][20].

Core Insights - The public's interest in humanoid robots has surged following Tesla's release of a dancing robot video, leading to increased institutional research into the humanoid robot industry in China [1] Company Summaries - Zhongkong Technology (688777) has established a robot product business system in 2024, achieving revenue of 56.01 million yuan and signing new orders worth 167 million yuan. The company focuses on applications in process industries, including inspection and operation robots, and plans to implement AI-driven humanoid robots in high-risk industrial scenarios [2] - Zhaowei Electromechanical (003021) launched a dexterous hand product in November 2024, featuring 17 degrees of freedom and multi-modal sensing capabilities. The company aims to accelerate the commercialization of this product and enhance its technological leadership through AI-driven innovations [3] - Fulin Precision (300432) is a leader in the automotive precision parts sector and has begun small-scale production of key hardware for robots. The company plans to invest 110 million yuan in 2025 to build a production line for intelligent electric joints, anticipating rapid growth in related businesses [3][4] Industry Trends - The application of humanoid robots in industrial settings is gaining traction, with potential expansions into logistics, elder care, and healthcare. The commercial viability of these robots is expected to be significant [5] - The Ministry of Industry and Information Technology has issued guidelines for the innovation and development of humanoid robots, aiming to establish a competitive industrial ecosystem by 2027. The humanoid robot industry is projected to be a trillion-yuan market, indicating a strategic push towards this emerging sector [6]

Group 1 - The humanoid robot industry is experiencing increased institutional interest, with 52 companies being researched by over 390 institutions since Q2, indicating a strong trend towards commercialization and long-term development opportunities in the sector [1][2][3] - Companies like 中控技术 (Zhongkong Technology) and 蓝思科技 (Lens Technology) are actively investing in humanoid robot technology, with Zhongkong Technology planning to invest in a humanoid robot innovation center and launch its self-developed humanoid robots [1][2] - 富临精工 (Fulian Precision) is focusing on the development of key components for humanoid robots, including precision mechanical parts and intelligent electric joints, to capitalize on the growing demand in the robotics market [2][3] Group 2 - 领益智造 (Lingyi iTech) is accelerating its research and production of critical components for AI and robotics, providing essential hardware solutions for humanoid robots [3][4] - Companies are enhancing their technological capabilities and product offerings to meet the demands of the humanoid robot market, with 创世纪 (Genesis) and 安培龙 (Amperelong) developing customized products and sensors for robotic applications [4]

Group 1: Event Overview - The Shenzhen Activity Week at the China Pavilion of the 2025 Osaka Expo has opened, themed "Open Shenzhen, Create the Future," showcasing Shenzhen's unique charm and innovation as a pilot demonstration area of socialism with Chinese characteristics [2][6] - The event features various dimensions including innovative scene displays, cultural performances, and economic and trade exchanges [2] Group 2: Interactive Experience - An interactive experience area titled "A Day in the Future Shenzhen Community" has been created, showcasing over 60 representative enterprises from Shenzhen in fields such as green energy, smart living, and health management [3][4] - Products displayed include smart devices for efficient work, AI-integrated gadgets, and health monitoring technologies, illustrating the future of technology-enhanced living [3][4] Group 3: Transportation and Entertainment Innovations - The "Afternoon Smart Park" features a zero-carbon transportation network with innovative vehicles like eVTOL flying machines and portable energy storage solutions, enhancing outdoor experiences [4] - The "Evening AI Mall" showcases various intelligent products, including delivery robots and advanced cameras, enhancing efficiency in industrial and commercial sectors [4] Group 4: International Cooperation - The "Shenzhen-Osaka Innovation Cooperation Conference" was held, with representatives from both cities discussing collaboration in smart equipment and biomedicine, resulting in multiple cooperation intentions [6][7] - Notable companies like Tencent, BYD, and Honor participated, emphasizing the strong economic ties between Shenzhen and Japan [6][7] Group 5: Economic Data - In 2024, Shenzhen's GDP is projected to reach $516.7 billion, ranking fourth in Asia and among the top ten globally, with significant contributions from major local enterprises [7] - Shenzhen's trade with Japan is robust, with exports reaching approximately $26.4 billion, a growth of 16.4%, and Japanese investments in Shenzhen exceeding $3.8 billion [7] Group 6: Cultural Exchange - The Shenzhen Activity Week will continue until May 14, featuring cultural performances and interactive experiences, including traditional tea ceremonies [8] - The event aims to enhance cultural exchange and economic cooperation between Shenzhen and Japan, with a focus on high-quality development [7][8] Group 7: Technological Highlights - A 9-meter diameter LED screen showcasing the 24 solar terms, produced by a Shenzhen company, has impressed visitors with its clarity and detail [9] - The humanoid robot used for marathon demonstrations at the pavilion has attracted significant attention, highlighting Shenzhen's advanced technology [9]

Investment Rating - The report assigns a "Buy" rating for the company, marking the first coverage of the stock [2][7][40]. Core Insights - The company reported a revenue of 152.5 billion yuan for 2024, representing a year-on-year growth of 26.4%, and a net profit attributable to shareholders of 22.5 billion yuan, up 25.1% year-on-year [7][40]. - The company's performance in Q4 2024 showed a revenue of 46.7 billion yuan, a year-on-year increase of 19.0%, and a net profit of 6.6 billion yuan, reflecting a year-on-year growth of 27.3% [7][40]. - The company is expanding its product boundaries in the micro-drive sector and has launched innovative solutions in the smart automotive field, which are now entering mass production [7][31]. Summary by Sections Company Overview - The company specializes in micro-drive and transmission systems, focusing on the intelligentization trend in various industries, including automotive, medical, and industrial automation [11][17]. - The company has established partnerships with major automotive manufacturers and is expanding its presence in overseas markets [31][40]. Financial Performance - The company achieved a revenue of 1,206 million yuan in 2023, with projections of 1,525 million yuan in 2024 and 1,820 million yuan in 2025, indicating a compound annual growth rate (CAGR) of 19% [2][39]. - The net profit attributable to shareholders is expected to grow from 180 million yuan in 2023 to 268 million yuan in 2025, with a CAGR of 19% [2][39]. Business Segments - The micro-drive system segment is projected to generate significant revenue, with expected growth rates of 20% to 30% from 2025 to 2027 [37][40]. - The precision components segment is also expected to grow at similar rates, benefiting from the overall expansion of the micro-drive business [37][40]. Market Position and Future Outlook - The company is well-positioned to benefit from the rapid growth in the humanoid robot market, with innovative products like the dexterous hand that features 17 degrees of freedom [32][38]. - The report anticipates that the company's strategic focus on expanding its product offerings and customer base will lead to robust growth in the coming years [31][40].

Investment Rating - The report assigns an "Accumulate-A" rating for the company, marking its first coverage [1]. Core Views - The company demonstrates steady growth in its main business and leads the industry in the development of dexterous hands for robotics [1]. - The company is a global leader in micro transmission and drive system solutions, benefiting from trends in miniaturization, automation, and intelligence across various sectors including smart vehicles, consumer technology, and medical technology [8]. Financial Performance - In 2024, the company achieved revenue of 1.525 billion yuan, a year-on-year increase of 26.42%, and a net profit of 225 million yuan, up 25.11% year-on-year [3]. - For Q1 2025, the company reported revenue of 368 million yuan, a year-on-year increase of 17.66%, with a net profit of 55 million yuan, down 1.19% year-on-year [3]. - The revenue from the micro transmission system reached 966 million yuan, contributing 63.34% to total revenue, with a gross margin of 28.87% [4]. Product and Market Development - The company has effectively expanded its downstream markets, particularly in the new energy vehicle sector, which generated 683 million yuan in revenue, a year-on-year increase of 48.71% [4]. - The company launched a pioneering dexterous hand product in November 2024, featuring advanced capabilities such as 17-20 degrees of freedom and a load capacity of 1000g, aimed at high-frequency industrial applications [5]. Research and Development - The company maintains a strong focus on R&D, with R&D expenses accounting for over 10% of revenue and R&D personnel making up over 20% of the workforce [6]. - Significant advancements include the completion of fatigue life tests for high-performance engineering plastics and breakthroughs in precision gear technology [6]. Shareholder Returns - The company has consistently optimized shareholder returns, proposing a cash dividend of 2.85 yuan per 10 shares, with a cash dividend payout ratio of 30.41% for 2024 [7][6]. Financial Projections - The company forecasts revenues of 1.909 billion yuan, 2.376 billion yuan, and 2.936 billion yuan for 2025, 2026, and 2027 respectively, with corresponding net profits of 261 million yuan, 333 million yuan, and 425 million yuan [9][13]. - The projected EPS for 2025, 2026, and 2027 are 1.09 yuan, 1.38 yuan, and 1.77 yuan respectively, with P/E ratios of 122.8, 96.4, and 75.5 [8][9].

Investment Rating - The report assigns an "Accumulate-A" rating for the company, indicating a positive outlook for the stock [1]. Core Views - The company has demonstrated stable growth in its main business and is leading the industry in the development of dexterous hands for robotics [1][5]. - The company is a global leader in micro transmission and drive system solutions, benefiting from trends in miniaturization, automation, and intelligence across various sectors including smart vehicles and medical technology [8]. Financial Performance - In 2024, the company achieved operating revenue of 1.525 billion yuan, a year-on-year increase of 26.42%, and a net profit of 225 million yuan, up 25.11% year-on-year [3]. - For Q1 2025, the company reported operating revenue of 368 million yuan, a year-on-year increase of 17.66%, but a slight decline in net profit by 1.19% [3]. Product and Market Analysis - The revenue from micro transmission systems reached 966 million yuan, contributing 63.34% to total revenue with a gross margin of 28.87%, while precision parts generated 467 million yuan, contributing 30.66% with a gross margin of 40.92% [4]. - The company's revenue from the new energy vehicle sector was 683 million yuan, reflecting a significant year-on-year growth of 48.71% [4]. Research and Development - The company has maintained a research and development expense ratio above 10% since 2021, with over 20% of its workforce dedicated to R&D [6]. - The company has made significant advancements in high-performance engineering plastics and precision gear technology, and has introduced over 4,700 advanced manufacturing devices to enhance product quality [6]. Dividend Policy - The company has consistently paid cash dividends since its listing, with a proposed cash dividend of 2.85 yuan per 10 shares for 2024, resulting in a cash dividend payout ratio of 30.41% [7][6]. Earnings Forecast - The projected earnings per share (EPS) for 2025, 2026, and 2027 are 1.09 yuan, 1.38 yuan, and 1.77 yuan respectively, with corresponding price-to-earnings (P/E) ratios of 122.8, 96.4, and 75.5 [9][8].

Market Overview - The A-share market showed mixed performance with the Shanghai Composite Index rising by 0.17% to 3374 points, while the Shenzhen Component Index and the ChiNext Index fell by 0.13% and 0.12% respectively [1][2] - The total trading volume in the Shanghai and Shenzhen markets was 1.29 trillion yuan, a decrease of 16.9 billion yuan compared to the previous trading day, with over 3200 stocks declining [1] Sector Performance Shipping and Port Sector - The shipping and port sector experienced significant gains, with China National Offshore Oil Corporation (CNOOC) rising over 23%. Other companies like Ningbo Shipping, Lianyungang, and Phoenix Shipping also saw increases [4][5] - The container shipping index for European routes increased by 11%, indicating heightened market activity, supported by improved trade relations between China and the U.S. [5] Photovoltaic Sector - The photovoltaic sector saw a rally, with companies like Oriental Sunrise and Daqo New Energy rising by nearly 17% and 14% respectively. The sector is expected to stabilize despite previous profitability concerns [6][7] - The N-type polysilicon price index was reported at 37.05 yuan per kilogram, indicating a stable market with potential support for prices due to recent announcements from leading silicon manufacturers [8] Banking Sector - The banking sector showed positive movement, with Chongqing Bank increasing by over 4%. Other banks such as Shanghai Bank and Xiamen Bank also reported gains [9][10] - Insurance capital has been actively acquiring shares in banking stocks, aligning with their investment needs for low valuations and high dividends [10] Gene Sequencing Sector - The gene sequencing sector was active, with BGI Genomics rising over 14%. Other companies in this sector also reported gains, indicating a strong interest in genetic research and diagnostics [11][12] Military and Satellite Navigation Sectors - The military sector faced a collective pullback, with companies like Aopu Optoelectronics hitting the daily limit down. The satellite navigation sector also saw declines, with companies like Laisai Laser dropping over 10% [13][14] Individual Stock Movements - Zhaowei Electromechanical experienced a decline of 5.92%, with its market capitalization hovering around 30 billion yuan. The company announced a share reduction plan by a major shareholder [15][19]