Market Performance - The market share of the company's glass insulator products reached 13.18% in 2024, a significant increase from 4.39% in the previous year, with a total bidding amount of 2.312 billion CNY from State Grid and Southern Grid [1] - The total bidding amount for glass insulators in 2024 was 2.368 billion CNY, with the company winning contracts worth 312 million CNY [1] Financial Performance - In 2024, the company achieved a total revenue of 272.78 million CNY, representing a year-on-year growth of 48.89% [4] - The net profit attributable to shareholders reached 32.0688 million CNY, a substantial increase of 318.60% compared to the previous year [4] - The cultural media business saw a revenue decline of 38.10%, resulting in a loss, while the glass insulator business drove overall revenue growth [4] Future Growth Strategies - The company plans to enhance market competitiveness through technological innovation, capacity expansion, cost optimization, and market development [2] - A new production line with an annual capacity of 3 million glass insulators is expected to be operational in 2025, addressing previous capacity constraints [5] - The focus for 2025 will be on the glass insulator business, leveraging a favorable market environment to secure more quality orders and improve delivery efficiency [5] Research and Development - In 2024, the company improved the manufacturing process of high-voltage glass insulators, increasing the average product qualification rate by 5% [6] - The company submitted 11 patent applications in 2024, including 4 invention patents, reinforcing its technological advantage in the industry [6] Shareholder Returns - As of December 31, 2024, the company reported an undistributed profit of -121.706 million CNY and a capital reserve of 260.5348 million CNY, indicating it currently does not have the conditions for cash dividends [2]

作 者丨崔文静 编 辑丨张星 视 频丨柳润瑛 5月1 9日，并购重组概念股迎来一波上涨潮。 截至当日收盘，多只并购重组概念股涨停，其中金利华电、光智科技以2 0%涨幅领涨，综艺 股份、湖南发展、焦作万方等亦封板。 5月1 6日修改后的《上市公司重大资产重组管理办法》（以下简称《重组办法》）及其配套措 施发布。这是继2 0 2 4年"并购六条"发布后，我国资本市场并购重组的又一大重磅政策。 2 1世纪经济报道记者了解到，该政策发布后，受到企业与投资人的广泛关注。多位投行资深 人士告诉记者，政策发布当日，即有多人向其咨询并购重组相关机会——既有希望收购企业 的上市公司老板，也有希望借机"炒壳"的二级市场投资人。 《重组办法》广受关注，是因其一系列调整给市场人士带去希望与猜想。其中，六大变化影 响格外显著，包括：新设重组简易审核程序，符合简易审核程序条件的重组交易，受理后5个 工作日内即出具审核意见；全方位放开分期支付适用范围，不再局限于现金购买资产；支持 符合商业逻辑的跨界并购；明确上市公司之间吸收合并的锁定期要求；鼓励私募基金参与上 市公司并购重组；提高对财务状况变化、同业竞争和关联交易监管的包容度等。 "毫无 ...

截至5月19日收盘，股权转让(并购重组)概念上涨2.81%，位居概念板块涨幅第5，板块内，227股上涨， 五新隧装30%涨停，江天化学、金利华电、天元宠物等20%涨停，天汽模、保变电气、大千生态等涨 停，微创光电、森远股份、汇纳科技等涨幅居前，分别上涨19.00%、15.36%、15.05%。跌幅居前的有 海南华铁、神力股份、万向钱潮等，分别下跌4.02%、3.56%、3.29%。 今日涨跌幅居前的概念板块 | 概念 | 今日涨跌幅（%） | 概念 | 今日涨跌幅（%） | | --- | --- | --- | --- | | 兵装重组概念 | 3.92 | 青蒿素 | -0.82 | | 天津自贸区 | 3.51 | 人形机器人 | -0.80 | | ST板块 | 3.05 | 果指数 | -0.71 | | 特色小镇 | 2.86 | 中国AI 50 | -0.64 | | 股权转让(并购重组) | 2.81 | 环氧丙烷 | -0.43 | | 深圳国企改革 | 2.76 | 新型烟草(电子烟) | -0.32 | | 可控核聚变 | 2.55 | 新质50 | -0.28 | | 横琴新区 | 2 ...

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]

Market Overview - The A-share market experienced a narrow fluctuation on May 19, with the Shanghai Composite Index closing flat, the Shenzhen Component Index down 0.08%, and the ChiNext Index down 0.33% [2][3] - Over 3,500 stocks in the market rose, with more than 100 stocks increasing by over 9% [5] Sector Performance - The chemical fiber sector showed strength, while the port shipping, real estate, and food processing manufacturing sectors had notable gains. Conversely, the robotics, liquor, small metals, and chemical pharmaceuticals sectors faced declines [5] - M&A concept stocks surged against the trend, with nearly 20 stocks, including Jinlihua Electric and Jiangtian Chemical, hitting the daily limit [6] Capital Flow - Main capital inflows were observed in the real estate, aerospace, and food and beverage sectors, while there were outflows from the automotive, consumer electronics, and internet services sectors [7] - Specific stocks such as Jincai Hulian, Midea Group, and Zhaoyi Innovation saw net inflows of 427 million, 379 million, and 351 million respectively [8] - In contrast, Hongbaoli, BYD, and Tongda Co. experienced net outflows of 817 million, 554 million, and 383 million respectively [9] Institutional Insights - Huatai Securities noted that the A-share market is in a weak stabilization phase of the inventory cycle, with continued capacity clearance. The market is expected to be in a state of "top and bottom" [10] - Zhongtai Securities highlighted the dividend attributes of bank stocks, recommending attention to major banks and quality city commercial banks due to improved cost-effectiveness of high dividends [10] - Huajin Securities emphasized that liquidity is loose and policies are proactive, suggesting a sustained strong oscillation in the A-share market [11]

Mergers and Acquisitions - Multiple companies are experiencing stock price increases due to merger and acquisition activities, with notable gains including Zongyi Co. at 10.10% and Daqimo at 10.06% [2][3] - New entrants in the market such as Binhai Energy and Jinhongshun also saw significant increases of 10.00% and 9.98% respectively, attributed to similar merger activities [2] - The trend continues with companies like Huayuan Real Estate and Hunan Development achieving first board listings with gains of 9.94% and 9.97% [3] Shipping and Ports - Following the implementation of tariff adjustments between China and the US, there has been a surge in container bookings from China to the US, positively impacting shipping and port stocks [4] - Nanjing Port, Ningbo Shipping, and Lianyungang have all recorded five consecutive days of price increases, with gains of 9.97%, 10.04%, and 10.07% respectively [4][6] Robotics - The robotics sector is gaining attention, with Nvidia's CEO indicating that all mobile devices will become robots, potentially revolutionizing the industrial sector [7] - Companies like Zhongchao Holdings and Xinlong Health have seen stock increases of 10.13% and 10.01% respectively, driven by advancements in robotics [8] Chemical Products - Recent price hikes in chemical products such as dibutyl phthalate and hydroxyl esters have drawn market attention, benefiting companies like Zhongyida and Youfu Co. with stock increases of 9.99% and 10.04% [10][11] Food and Beverage - The release of new regulations by the Ministry of Commerce and the National Development and Reform Commission is expected to boost the food and beverage sector, with stocks like Jiaoda Angli and Baihe Co. seeing gains of 10.00% and 10.01% [12][15] Military and Aerospace - The debut of the "Jiutian" drone at the 15th China Airshow is anticipated to enhance the military sector, with companies like Chengfei Integration and Lijun Co. achieving stock increases of 10.00% and 10.02% [16][19] Nuclear Power - The announcement of procurement projects by China Fusion Energy Co. is expected to stimulate the nuclear power sector, benefiting companies like Wangzi New Materials and Baili Electric with stock increases of 9.99% and 9.92% [16][17] Venture Capital - Recent regulatory changes encouraging private equity participation in mergers and acquisitions are positively impacting venture capital stocks, with companies like Jiuding Investment and Electronic City seeing gains of 10.01% and 9.90% [19] Pet Economy - The pet economy is projected to grow significantly, with companies like Yuande Pet and Tianyuan Pet achieving stock increases of 9.98% and 20.00% [20][21] Carbon Fiber - Price increases in carbon fiber products have been reported, benefiting companies like Jilin Chemical Fiber with a stock increase of 10.04% [22][23] Smart Driving - The Ministry of Industry and Information Technology's push for mandatory standards in smart connected vehicles is expected to drive growth in the automotive sector, with companies like Wan'an Technology and Luchang Technology seeing stock increases of 10.00% [26][27] Rare Earth Permanent Magnets - Tightening supply of rare earth materials due to export controls has led to price increases, benefiting companies like Huayang New Materials and Jiuwu High-Tech with stock increases of 10.10% and 20.02% [28][29] Huawei Harmony - Huawei's upcoming product launch is expected to positively impact related stocks, with companies like Dongfang Zhongke and Dahua Intelligent seeing stock increases of 10.01% and 9.94% [30]

Core Viewpoint - The recent amendments to the major asset restructuring management measures by the China Securities Regulatory Commission (CSRC) are expected to boost market confidence and enhance the enthusiasm for mergers and acquisitions (M&A) in the market [2][5][8]. Group 1: Policy Changes and Market Impact - The CSRC has introduced a series of arrangements in the revised restructuring measures, including simplifying review processes, innovating transaction tools, and enhancing regulatory inclusiveness [2][4]. - The new simplified review process allows certain restructuring transactions to bypass the review by the M&A committee of the stock exchange, with the CSRC making registration decisions within five working days [4][5]. - The restructuring measures have led to a significant increase in M&A activity, with over 1,400 asset restructuring disclosures and more than 160 major asset restructurings reported since September 2024 [7][8]. Group 2: Market Trends and Investment Opportunities - Analysts highlight four key investment directions: strengthening leading technology companies, industry consolidation in traditional sectors, increased willingness for state-owned enterprise (SOE) value management through M&A, and diverse options for unlisted companies considering M&A [9][10]. - The current M&A wave is characterized by two main trends: consolidation among SOEs and M&A activities focused on "hard technology" sectors, driven by supportive policies and market conditions [9][10]. - Potential M&A targets include undervalued SOEs looking to enhance their valuations through restructuring and "hard technology" companies that have established platform layouts and disclosed M&A intentions [10].

Core Viewpoint - The recent amendments to the major asset restructuring management measures by the China Securities Regulatory Commission (CSRC) are expected to boost market confidence and enhance the enthusiasm for mergers and acquisitions (M&A) [1][4][7]. Group 1: Market Reaction - M&A and venture capital concept stocks surged in early trading, with notable stocks like Jinlihua Electric and Guangzhi Technology hitting the 20% limit up [1][3]. - A total of over 1400 asset restructuring announcements have been disclosed since the release of the "Six M&A Measures" in September 2024, with significant increases in both the number and value of major asset restructurings [6][7]. Group 2: Regulatory Changes - The new restructuring measures simplify the review process, allowing certain transactions to bypass the M&A committee's review, with the CSRC making decisions within five working days [3][4]. - The measures also introduce a phased payment mechanism for share-based acquisitions, extending the registration decision validity period to 48 months [3][4]. Group 3: Investment Trends - Analysts highlight four key investment directions: strengthening leading technology companies, traditional sector consolidation, increased willingness for state-owned enterprise (SOE) value management, and diverse options for unlisted companies [8]. - The integration of SOEs and "hard technology" M&A has emerged as the two main trends in the current wave of restructuring, driven by policy support and market dynamics [9].

Group 1: Financial Performance - In Q4 2024, the company's revenue was approximately ¥109,084,449.91, with a net profit of ¥15,970,159.72 attributed to shareholders [1] - The company experienced a significant improvement in performance compared to the same period last year, although quarterly results may not fully reflect annual performance due to seasonal factors [1] Group 2: Production and Orders - The company operates on a "sales-driven production" model, with current orders amounting to approximately ¥190 million [3] - In 2024, the company shipped 2.58 million glass insulators, with expectations for future shipments dependent on production schedules and customer requirements [3] Group 3: Strategic Developments - A new smart manufacturing company is being established as part of the company's strategic development, focusing on innovative business areas and transformation [3] - The ongoing major asset restructuring project is progressing, with audits and evaluations still underway, and the outcome remains uncertain [4][5] Group 4: Market Conditions and Future Outlook - The current market remains at a high level, and the company plans to seize market opportunities to enhance order acquisition and accelerate product delivery [2] - The company maintains a stable gross profit margin compared to the previous year, with no plans to divest from its performing arts business [6][7]

山西晋商律师事务所 关于金利华电气股份有限公司 2024 年年度股东大会的 法律意见书 山西晋商律师事务所 中国山西太原市长风街和信商座 17 层 电话：0351-7526630 传真：0351-7526677 山西晋商律师事务所 关于金利华电气股份有限公司 2024 年年度股东大会 的法律意见书 致：金利华电气股份有限公司 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》"）、《上市公司股东 大会规则》（以下简称"《股东大会规则》"）等相关法律、法规、规 范性文件，以及《金利华电气股份有限公司章程》（以下简称"《公司 章程》"）的规定，山西晋商律师事务所（以下简称"本所"）接受金 利华电气股份有限公司（以下简称"公司"）的委托，指派张建席、崔 蓉律师视频出席公司 2024 年年度股东大会（以下简称"本次股东大 会"），并就本次股东大会的相关事宜进行见证，出具法律意见书。 为出具本法律意见书之目的，本所律师对公司提供的与本次股东大 会有关的文件和事实进行了核查和验证。 在本所律师对公司提供的有关文件进行核查和验证的过程中，本所 假设： 1、提供予本所之文 ...