北京植德律师事务所 关于江苏五洋自控技术股份有限公司 2025 年第一次临时股东大会的 法律意见书 植德京(会)字[2025]0117 号 二〇二五年九月 北京市东城区东直门南大街 1 号来福士中心办公楼 12 层 邮编：100007 12 th Floor, Raffles City Beijing Office Tower, No.1 Dongzhimen South Street, Dongcheng District, Beijing 100007 P.R.C 电话(Tel)：010-56500900 传真(Fax)：010-56500999 www.meritsandtree.com 1 北京植德律师事务所 关于江苏五洋自控技术股份有限公司 2025 年第一次临时股东大会的 法律意见书 植德京(会)字[2025]0117 号 致：江苏五洋自控技术股份有限公司（贵公司） 2 3．本所律师已经按照《股东会规则》的要求，对贵公司本次会议所涉及的 相关事项进行了必要的核查和验证，所发表的结论性意见合法、准确，不存在虚 假记载、误导性陈述或者重大遗漏； 4．本法律意见书仅供贵公司本次会议之目的使用，不得用作任 ...

证券代码：300420 证券简称：五洋自控 公告编号：2025-038 江苏五洋自控技术股份有限公司 2025 年第一次临时股东大会决议公告 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。 特别提示： 1、本次股东大会未出现否决议案的情况； 2、本次股东大会不涉及变更前次股东会决议的情形。 6、本次股东大会的召集与召开程序、出席会议人员的资格、表决程序均符 合国家有关法律、法规、部门规章、规范性文件和《公司章程》的规定，会议形 成的决议真实、有效。 1 7、股东出席会议的总体情况 一、会议召开和出席情况 1、会议召开的时间： （1）现场会议时间：2025 年 9 月 10 日（星期三）14:00。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为： 2025 年 9 月 10 日上午 9:15-9:25 和 9:30-11:30，下午 13:00-15:00；通过深圳 证券交易所互联网投票系统进行投票的时间为：2025 年 9 月 10 日 9:15—15:00 期间的任意时间。 2、现场会议召开地点：江苏省徐州市铜山新区工业园珠江路北、银山 ...

Group 1 - The global smart transportation market was approximately $96.1 billion in 2022 and is projected to reach $115.8 billion by 2024, with a compound annual growth rate (CAGR) of 8% [1] - The investment in smart city construction globally is expected to approach $80 billion by 2024, driven by urbanization challenges, with Asian countries having significant growth potential [3] - China's fixed asset investment in transportation increased from 2.87 trillion yuan in 2016 to 3.9 trillion yuan in 2023, with a forecast of 3.8 trillion yuan for 2024 [5][6] Group 2 - The market size of smart transportation in China grew from 97.3 billion yuan in 2016 to 236.7 billion yuan in 2023, with expectations to exceed 240 billion yuan in 2024 [7] - The comprehensive three-dimensional transportation network in China has a route mileage exceeding 260,000 kilometers, with a completion rate of about 90% [6]

Core Viewpoint - The company emphasizes its focus on high-quality development of its main business while actively exploring new growth opportunities to enhance its core competitiveness and sustainable profitability, laying a solid foundation for future performance growth [1] Group 1 - The company is committed to the high-quality development of its main business [1] - The company is actively expanding new business growth points [1] - The company aims to enhance its core competitiveness and sustainable profitability [1]

Group 1 - The core point of the article is that Wuyuan Control has not yet commercialized its unmanned boat products [2] Group 2 - The company responded to investor inquiries on September 2 regarding the status of its unmanned boat products [2]

Core Viewpoint - Wiyang Control (300420) reported a significant increase in net profit and revenue for the first half of 2025, indicating improved profitability and operational efficiency [1] Financial Performance Summary - Total revenue for H1 2025 reached 459 million yuan, a year-on-year increase of 1.56% compared to 452 million yuan in H1 2024 [1] - Net profit attributable to shareholders was 23.1 million yuan, up 366.75% from a loss of 8.7 million yuan in the same period last year [1] - The gross profit margin improved to 27.65%, reflecting a year-on-year increase of 4.75% [1] - The net profit margin turned positive at 5.69%, a significant increase of 387.83% from -1.98% in H1 2024 [1] - Total expenses (selling, administrative, and financial) amounted to 74.3 million yuan, accounting for 16.2% of revenue, down 11.23% year-on-year [1] Cash Flow and Debt Management - Operating cash flow per share increased to 0.11 yuan, a rise of 376.88% from -0.04 yuan in the previous year [1] - The company reported a decrease in interest-bearing debt to 58.5 million yuan, down 46.70% from 110 million yuan [1] - Cash and cash equivalents decreased by 49.55% to 144 million yuan [1] Investment and Return Metrics - The company’s return on invested capital (ROIC) has been historically low, with a median of 6.66% since its listing, indicating average investment returns [2] - The most challenging year was 2021, with a ROIC of -5.83%, highlighting the company's fragile business model [2]

Summary of Key Points Core Viewpoint - In August 2023, a total of 673 companies released their semi-annual reports for 2025, with 353 companies reporting a year-on-year increase in net profit, while 320 reported a decline. Additionally, 389 companies saw an increase in operating revenue, and 284 experienced a decrease. Notably, 255 companies had both net profit and operating revenue growth, while 186 companies reported declines in both metrics. The company with the highest profit growth was Huahong Technology, with an increase of 3480.57% [1]. Group 1: Company Performance - Huahong Technology reported a net profit of 79.63 million yuan, with a staggering year-on-year increase of 3480.57% and operating revenue of 315.94 million yuan, up 17.17% [1]. - Other notable performers include: - Guangda Tongchuang with a net profit of 23.22 million yuan, a year-on-year increase of 2699.69%, and operating revenue of 74.99 million yuan, up 48.31% [1]. - Qiming Information reported a net profit of 14.19 million yuan, up 2568.50%, with operating revenue of 32.99 million yuan, an increase of 6.51% [1]. - New Yisheng achieved a net profit of 394.23 million yuan, a 355.68% increase, with operating revenue of 1,043.72 million yuan, up 282.64% [1]. Group 2: Revenue Trends - A total of 71 companies experienced a doubling of their performance metrics, indicating strong growth potential in the market [1]. - The overall trend shows that while many companies are experiencing growth, there are also significant numbers reporting declines, highlighting a mixed performance landscape [1]. - Companies like Huafeng Technology and Yongding Co. also reported substantial increases in both net profit and operating revenue, with year-on-year growth rates of 940.64% and 917.66%, respectively [1].

Core Insights - Wuyuan Control (300420.SZ) released its semi-annual report for 2025 on August 26, 2025, indicating a significant increase in institutional investor holdings [1] Institutional Holdings - As of August 25, 2025, there are 2 institutional investors disclosing their holdings in Wuyuan Control A-shares, with a total holding of 20.3351 million shares, representing 1.82% of the total share capital [1] - The institutional investor holdings increased by 1.82 percentage points compared to the previous quarter [1] - The newly disclosed foreign institutional investors include BARCLAYS BANK PLC and MERRILL LYNCH INTERNATIONAL [1]

Group 1 - The company Wuyuan Zikong (SZ 300420) announced the convening of its fifth board meeting on August 25, 2025, to review the 2025 semi-annual report and its summary [1] - For the year 2024, the company's revenue composition is as follows: specialized equipment manufacturing accounts for 90.23%, parking lot operations 8.46%, other businesses 0.75%, financial services 0.5%, and other electronic equipment manufacturing 0.06% [1]

Core Viewpoint - Wiyang Control (300420) announced that it will hold its first extraordinary general meeting of shareholders on September 10, 2025, to review multiple proposals including amendments to the company's articles of association and related procedural rules [1] Group 1 - The extraordinary general meeting will address the proposal to amend the company's articles of association [1] - The meeting will also consider the proposal to revise and establish corporate governance-related systems [1]