2025 年第五次临时股东会的 北京市中伦律师事务所 关于银川威力传动技术股份有限公司 法律意见 $$\Xi{\bf O}\!=\!\Xi{\bf H}\!\#\!+\!\Xi{\bf J}$$ 北京市中伦律师事务所 关于银川威力传动技术股份有限公司 2025 年第五次临时股东会的 法律意见 致：银川威力传动技术股份有限公司 北京市中伦律师事务所（下称"本所"）接受银川威力传动技术股份有限公 司（下称"公司"）委托，指派本所律师列席公司 2025 年第五次临时股东会， 并出具本法律意见书。 为出具本法律意见书，本所律师列席了公司 2025 年第五次临时股东会，并 根据《中华人民共和国证券法》（下称"《证券法》"）、《中华人民共和国公 司法》（下称"《公司法》"）、《律师事务所从事证券法律业务管理办法》等 法律、法规和规范性文件的要求以及《银川威力传动技术股份有限公司章程》（下 称"《公司章程》"），按照律师行业公认的业务标准、道德规范和勤勉尽责精 神，查阅了本所律师认为出具法律意见所必须查阅的文件，对公司本次股东会的 召集和召开程序、出席会议人员资格、表决方式、表决程序的合法性、有效性进 行了认真核查。 本所 ...

证券代码：300904 证券简称：威力传动 公告编号：2025-086 银川威力传动技术股份有限公司 2025年第五次临时股东会决议公告 （2）网络投票日期和时间：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12月15日（星期一）上午9:15-9:25，9:30-11:30和下午13:00- 15:00；通过深圳证券交易所互联网投票系统投票的具体时间为2025年12月15日 （星期一）9:15-15:00的任意时间。 2、现场会议召开地点：宁夏银川市西夏区文萃南街600号公司会议室。 3、会议的召开方式：本次股东会采取现场表决与网络投票相结合的方式。 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、本次股东会未出现否决议案的情形。 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 1、会议召开时间： （1）现场会议召开时间：2025年12月15日（星期一）下午14:30； 4、会议召集人：银川威力传动技术股份有限公司（以下简称"公司"）董 事会。 5、会议主持人：董事长李想先生。 6、会议召开的合法、合规 ...

本次会议以书面表决方式进行表决。经与会董事认真审议，本次会议审议 通过了如下议案： （一）审议通过《关于选举董事长的议案》 证券代码：300904 证券简称：威力传动 公告编号：2025-087 银川威力传动技术股份有限公司 第四届董事会第一次会议决议公告 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。 一、董事会会议召开情况 银川威力传动技术股份有限公司（以下简称"公司"）2025年第五次临时 股东会于2025年12月15日召开，审议通过了公司董事会换届选举事宜，具体内 容详见同日披露的《2025年第五次临时股东会决议公告》。公司董事会已完成 换届选举，经全体董事一致同意，公司第四届董事会第一次会议于2025年12月 15日在公司会议室以现场结合通讯方式召开，董事甘倍仪通过通讯方式远程参 会。本次会议应到董事7人，实到董事7人。经董事会全体成员推举，本次会议 由董事李想先生主持，公司高级管理人员列席本次会议。本次会议的召集、召 开符合有关法律、行政法规、部门规章、规范性文件和公司章程的规定。 二、董事会会议审议情况 根据《公司法》《公司章程》及其他有关规定， ...

Group 1 - The wind power industry maintains a high level of prosperity, with expectations for wind turbine and component sales to rebound in profitability due to rising bidding prices and increased demand for domestic and overseas installations [1][3][28] - The average bidding price for onshore wind turbines increased by 6.86% year-on-year to 1618 RMB/kW, while the average price including towers rose by 9.78% to 2096 RMB/kW, indicating a recovery in sales profitability for turbine manufacturers [1][41] - Domestic wind turbine shipments are expected to exceed expectations in 2026, with a significant increase in bidding and approval volumes for wind projects, indicating strong future demand [1][30][39] Group 2 - The domestic offshore wind projects are progressing smoothly, with significant growth potential in deep-sea wind energy, supported by favorable policies and planning in regions like Zhejiang, Shanghai, and Guangdong [2][3] - The European offshore wind market is projected to add 8.40 GW of new installations in 2026, highlighting the potential for export opportunities in multiple segments of offshore wind energy [2][3] - The report identifies two main investment themes: (1) the recovery of wind turbine profitability and the potential for increased installation demand, and (2) the synchronized growth of domestic and international offshore wind demand, suggesting investment opportunities in related sectors such as submarine cables and foundation piles [3][28][29] Group 3 - The report emphasizes the importance of focusing on wind turbine manufacturers and components, recommending companies like Goldwind Technology, Mingyang Smart Energy, and Sany Heavy Energy for investment [3][29] - The offshore wind sector is expected to see significant growth, with recommendations for companies involved in submarine cables and foundation piles, such as Dongfang Cable and Zhongtian Technology [3][29] - The overall valuation of the power equipment industry is expected to grow in 2025, with the wind power sector presenting substantial investment opportunities due to favorable market conditions and increasing demand [28][15]

Group 1 - The core viewpoint of the news is that Weili Transmission (SZ 300904) announced it will be participating in a research meeting with CITIC Securities on December 9, 2025, where the company's Vice President and Board Secretary, Mr. Zhou Jianlin, will address investor questions [1] - For the first half of 2025, Weili Transmission's revenue composition shows that wind power gearboxes accounted for 98.23% of total revenue, while other products made up 1.77% [1] - As of the time of reporting, Weili Transmission has a market capitalization of 4.8 billion yuan [2]

Group 1: Company Overview - The company, Yinchuan Weili Transmission Technology Co., Ltd., introduced its growth history, main business, core products, and the progress of the Gearbox Smart Factory project during the investor visit [1]. Group 2: Gearbox Smart Factory Progress - As of October 31, 2025, the total investment in the Wind Power Gearbox Smart Factory reached CNY 1,321.11 million, with the project currently in a critical construction phase [1]. - The core production equipment has been successfully deployed, laying a hardware foundation for future capacity release [2]. Group 3: Production Capacity and Challenges - The factory is in the initial stage of capacity ramp-up, facing challenges such as the need for the production team to enhance operational proficiency and optimize production line connections [2]. - The production capacity will follow a "steady ramp-up, gradual release" approach, with ongoing monitoring of production line integration, personnel training, and equipment debugging [2]. Group 4: Profitability and Cost Control - The expected gross margin for the gearbox business is anticipated to improve significantly post-production, driven by increased product value and cost reductions from economies of scale [2]. - Cost reduction strategies include: - **Technical Optimization**: Enhancing product design to reduce material costs [3]. - **Intelligent Production**: Automating key processes to improve efficiency and reduce waste [3]. - **Supply Chain Management**: Establishing a robust supplier evaluation system to control costs [3]. - **Operational Efficiency**: Streamlining internal management to reduce delivery losses and expand market reach [3]. Group 5: Communication and Compliance - The company ensured thorough communication with investors, adhering to information disclosure regulations to maintain transparency and prevent the leakage of undisclosed significant information [3].

Group 1 - The "2025 Science and Technology Investment Conference" was held in Hefei, focusing on the theme of "New Ecology of Technology Finance and New Momentum of Innovation and Entrepreneurship" [1] - The conference awarded the "Golden Information Disclosure Award" to Weili Transmission for its transparent information disclosure management system and high-quality disclosure practices, establishing it as a benchmark in the capital market [1] - The award aims to recognize companies that strictly adhere to information disclosure rules and actively enhance the quality of information disclosure, protecting investors' rights [1] Group 2 - Weili Transmission emphasizes standardized operations and information disclosure as key components of sustainable development, ensuring timely and accurate communication of operational dynamics and financial data [2] - The recognition from the "Golden Information Disclosure Award" serves as a strong validation of Weili Transmission's governance standards and commitment to compliance [2] - The company plans to leverage this recognition to continuously optimize its information disclosure practices and enhance interaction with the capital market, contributing to the integration of technology and finance [2]

Company Overview - Yinchuan Weili Transmission Technology Co., Ltd. has a core production base located in Yinchuan, with all production capacity deployed there. The company focuses on precision reducers, wind power gearboxes, and electric drive-related capacities [1][2]. Industry Barriers - The wind power gearbox industry has high entry barriers, including: - **Technical Barriers**: Complex design requirements and high precision in processing and assembly, necessitating rigorous testing [1][2]. - **Financial Barriers**: Capital-intensive nature requiring significant investment in equipment and R&D [1][2]. - **Customer and Certification Barriers**: Strict supplier admission criteria and lengthy validation periods of 2-3 years [1][2]. - **Brand and Talent Barriers**: New brands struggle to gain trust, and the industry requires multidisciplinary talent [1][2]. Production Capacity - The first phase of the wind power gearbox smart factory is expected to achieve an annual production capacity of 2,000 units, with plans to increase to 4,000 units after the second phase [2][3]. Project Progress - The smart factory project is progressing steadily, with core production equipment deployed and ongoing adjustments to ensure operational stability. The company is actively recruiting and training staff for key positions [3][4]. Capacity Ramp-Up - The wind power gearbox smart factory is currently in the initial ramp-up phase, facing challenges such as: - Need for improved operational proficiency among the production team [3]. - Continuous optimization of production line processes [3]. - Ongoing equipment debugging and performance calibration [3]. Profitability Expectations - The smart factory is expected to significantly enhance the gross margin of the wind power gearbox business due to increased product value and cost reductions from economies of scale. The gross margin is anticipated to exceed that of conventional wind power gearbox products [4].

Industry Overview - The global and Chinese wind power installation scale is continuously expanding, indicating a strong growth momentum in the industry, which provides solid demand support for the wind power gearbox market [1] - Wind power is recognized as a mature technology with clear commercialization potential, maintaining stable growth in installed capacity globally [1] Industry Barriers - The wind power gearbox market has high industry barriers, including: - Technical barriers due to the need for complex condition adaptation, high precision in processing and assembly, and multiple stringent testing validations [1] - Financial barriers as it is a capital-intensive industry requiring significant funding for equipment purchases (especially imported equipment) and R&D investments [1] - Customer and certification barriers with strict supplier access requirements for manufacturers, long verification cycles of 2-3 years, and the necessity for rigorous product certification before market entry [1] - Brand and talent barriers where customers prioritize brand reputation, making it difficult for new brands to gain trust, and the need for multidisciplinary talent complicates team formation for new enterprises [1] Production Capacity Progress - The wind power gearbox smart factory (Phase I) is in a critical construction phase, with core production equipment largely deployed, laying a hardware foundation for future capacity release [2] - Current capacity release is affected by three main factors: - The production team needs to enhance operational proficiency to ensure precise equipment operation [2] - Continuous optimization of production line connections is required to achieve efficient full-process integration [2] - Some equipment is still in the debugging and performance calibration stage to ensure long-term operational stability [2] - The factory's capacity will follow a "steady ramp-up, gradual release" approach, with ongoing tracking of production line integration, personnel training, and equipment debugging progress until maturity is reached [2]

Group 1: Company Overview and Market Potential - The company, Yinchuan Weili Transmission Technology Co., Ltd., is actively involved in the wind power gearbox market, which is experiencing robust growth due to increasing global and Chinese wind power installations [1] - According to the Global Wind Energy Council, the global wind power installed capacity is expected to reach an additional 981 GW from 2025 to 2030, averaging 164 GW per year, driving demand for wind power gearboxes [1] - China's "14th Five-Year Plan" aims for an annual new installed capacity of no less than 120 million kW, with cumulative capacity targets of 1.3 billion kW by 2030 and 5 billion kW by 2060 [1] Group 2: Market Size and Growth - In the first ten months of 2025, China's new wind power installed capacity reached 70.01 GW, a year-on-year increase of 52.86% [2] - The Chinese wind power gearbox market was valued at approximately $3.136 billion in 2023 and is projected to grow to $4.263 billion by 2030, indicating a significant market opportunity [2] Group 3: Industry Barriers - The wind power gearbox industry has high entry barriers, including technical, financial, customer, and brand barriers, making it challenging for new entrants to gain market access [2] - The design and manufacturing of gearboxes require high precision and extensive testing, contributing to the industry's technical barriers [2] Group 4: Production Capacity and Efficiency - The smart factory for wind power gearboxes is currently in the critical construction phase, with core production equipment deployed, but still in the initial capacity ramp-up stage [2][4] - The factory aims to achieve a processing capacity of 1,500 units, with ongoing efforts to optimize production processes and enhance operational efficiency [4] Group 5: Profitability and Cost Control - The gross margin for the wind power gearbox business is expected to improve significantly post-factory launch, driven by increased product value and economies of scale [3] - Cost reduction strategies include optimizing design to reduce material costs, implementing smart production to enhance efficiency, and refining supply chain management to lower procurement costs [4][5] - The company anticipates that as the smart factory reaches full production capacity, its cost control capabilities will continue to improve, leading to better profitability [5]