广东信达律师事务所 股东大会法律意见书 中国深圳福田区益田路 6001 号太平金融大厦 11、12 层 邮政编码：518038 11、12/F.TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA 电话(Tel.)：(86 755)88265288 传真(Fax.)：(86 755)88265537 电子邮件（Email）：info@sundiallawfirm.com 网址（Website）：www.sundiallawfirm.com 关于深圳市铭利达精密技术股份有限公司 2024年年度股东大会的法律意见书 信达会字（2025）第 178 号 致：深圳市铭利达精密技术股份有限公司 广东信达律师事务所（以下简称"信达"）接受深圳市铭利达精密技术股份 有限公司（以下简称"贵公司"或"公司"）委托，指派信达律师出席公司2024 年年度股东大会（以下简称"本次股东大会"），对本次股东大会的合法性进行 见证，并出具本《广东信达律师事务所关于深圳市铭利达精密技术股份有限公司 2024年年度股东大会的法律意见书》（下称"《股东 ...

| 证券代码：301268 | 证券简称：铭利达 | 公告编号：2025-065 | | --- | --- | --- | | 债券代码：123215 | 债券简称：铭利转债 | | 深圳市铭利达精密技术股份有限公司 2024 年年度股东大会决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，不存在任何虚假 记载、误导性陈述或者重大遗漏。 特别提示： 1、本次股东大会采用现场表决与网络投票相结合的方式召开。 2、本次股东大会未出现否决议案的情形，未出现涉及变更以往股东大会已 通过的决议的情形。 一、会议召开和出席情况 （一）会议召开情况 1、会议召开时间 （1）现场会议召开时间：2025年5月23日（星期五）14:00。 6、本次会议的召集、召开符合《中华人民共和国公司法》《上市公司股东 （2）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5月23日 9:15-9:25，9:30-11:30,13:00-15:00；通过深圳证券交易所互联网系统投票的 时间为2025年5月23日9:15-15:00期间的任意时间。 2、会议召开地点：广东省东莞市清溪镇罗马先威西路5号广东铭利达科技有 限公 ...

Investment Rating - The investment rating for the electric power equipment industry is "Positive" (maintained) [1] Core Viewpoints - The report highlights a significant increase in BEV sales among major automakers in Europe, indicating a strong trend towards electrification in the automotive industry. Renault's BEV sales grew by 88% year-on-year, Volkswagen's by 113%, and BMW's by 64% in Q1 2025 [4][14][23] - The introduction of new electric vehicle models is expected to sustain the electrification trend, with various automakers planning to launch competitively priced electric vehicles in the coming years [6][37] - The report discusses the implications of carbon emission regulations, noting that a shift to a three-year average assessment period for emissions targets could alleviate pressure on automakers and allow for better planning and execution of new model launches [53] Summary by Sections Sales Performance - In Q1 2025, Renault's BEV sales increased by 88% year-on-year, with a penetration rate of 17.1% [15] - Volkswagen's BEV deliveries in Europe rose by 113%, achieving a market share of approximately 26% [19][21] - BMW's BEV sales in Europe grew by 64%, with a penetration rate of 18.7% [23] New Model Launches - Stellantis plans to introduce multiple new models priced below €25,000, which are expected to boost sales in Q2 2025 [40] - Renault's new model, the Renault 4, is set to launch in Q2 2025, building on the success of the Renault 5 [41] - Volkswagen will showcase a new range of entry-level BEVs in September 2025, with the ID.2 model expected to launch in 2026 [45] Carbon Emission Regulations - The European Parliament has approved a revision of carbon emission regulations, shifting to a three-year average assessment, which is seen as beneficial for the industry [53] - Stellantis believes that relaxing the assessment timeline can prevent panic pricing strategies in late 2025 [54] - BMW is confident in meeting the revised emission targets, having already exceeded previous goals [58] Investment Recommendations - The report recommends investing in companies involved in lithium batteries, such as CATL and Yiwei Lithium Energy, as well as companies producing lithium materials and components [59]

Investment Rating - The investment rating for the electric power equipment industry is "Positive" (maintained) [1] Core Insights - The report highlights a significant increase in BEV sales among major automakers in Europe, indicating a strong trend towards electrification in the automotive industry. Renault's BEV sales grew by 88%, Volkswagen's by 113%, and BMW's by 64% in Q1 2025 [4][14][23] - The introduction of new electric vehicle models is expected to sustain the electrification trend, with Stellantis and Renault planning to launch multiple affordable B-segment electric vehicles by the end of 2024 [6][37] - The report discusses the impact of carbon emission regulations, noting that the EU has revised its assessment method to consider a three-year average from 2025 to 2027, which may alleviate immediate pressure on automakers [53] Summary by Sections Sales Performance - In Q1 2025, Renault's BEV sales increased by 88%, with a penetration rate of 17.1% in Europe. The Renault 5 model was the best-selling B-segment electric vehicle [15][18] - Volkswagen's BEV deliveries in Europe rose by 113%, achieving a market share of approximately 26% [19][21] - BMW's BEV sales in Europe grew by 64%, with a penetration rate of 18.7% [23][25] - Chinese automakers are increasing PHEV exports to mitigate the impact of tariffs, with BYD's sales in Europe rising by 124% [5][32] New Model Launches - Stellantis plans to launch several new models priced below €25,000, which are expected to boost sales in Q2 2025 [40] - Renault's new model, the Renault 4, is set to launch in Q2 2025, building on the success of the Renault 5 [41] - Volkswagen will showcase a new range of entry-level BEVs in September 2025, with the ID.2 model expected to launch in 2026 [45] - BMW is set to begin production of the iX3 by the end of 2025, with a series of NEUE KLASSE models to follow [46] Carbon Emission Regulations - The EU's revised carbon emission assessment method is expected to provide automakers with more time to meet targets, with a focus on increasing BEV penetration rates [53] - Stellantis believes that the revised timeline will prevent panic pricing in Q4 2025 [54] - Renault emphasizes the importance of reducing costs to maintain competitiveness in the electric vehicle market [55] - Volkswagen anticipates continued pressure in 2025, despite the regulatory changes [57] - BMW expresses confidence in meeting carbon emission targets due to its current BEV penetration rate [58] Investment Recommendations - The report recommends investing in companies involved in lithium batteries, such as CATL and Yiwei Lithium Energy, as well as companies producing lithium materials and components [59]

Investment Rating - Investment rating: Positive (maintained) [2] Core Views - The European electric vehicle market shows a significant recovery trend in 2025, with April sales of 211,000 units, a year-on-year increase of 30.7% and a penetration rate of 26.3%, up by 6.4 percentage points [6][15] - The EU Parliament approved amendments to carbon emission assessments, delaying the tightening of targets but maintaining the overall trend towards stricter regulations [44][45] Summary by Sections 1. Electric Vehicle Sales in Europe - In April 2025, Germany's BEV sales reached 46,000 units, up 53.5% year-on-year, with a penetration rate of 18.8% [16] - In the UK, BEV sales were 25,000 units, up 8.1% year-on-year, with a penetration rate of 20.4% [22] - France's BEV sales were 26,000 units, up 2.3% year-on-year, with a penetration rate of 18.4% [27] - Sweden's BEV sales reached 9,000 units, up 25.8% year-on-year, with a penetration rate of 35.2% [30] - Norway's BEV penetration rate hit 97%, with sales of 11,000 units, up 8.9% year-on-year [34] - Italy's BEV sales were 7,000 units, up 105.2% year-on-year, with a penetration rate of 4.8% [36] - Spain's BEV sales reached 7,000 units, up 77.9% year-on-year, with a penetration rate of 6.9% [40] 2. Policy Developments - The German coalition agreement includes multiple measures to promote electric vehicle development, such as increasing tax incentives and supporting charging infrastructure [17][18] - The UK government adjusted ZEV sales targets to provide more flexibility and reduced penalties for non-compliance, while maintaining the 2030 ban on petrol and diesel cars [23] 3. Investment Recommendations - Recommended stocks in lithium batteries include CATL, Yiwei Lithium Energy, and Xinwangda, with beneficiaries including Zhongxin Innovation and Guoxuan High-Tech [45] - For lithium materials, recommended stocks include Hunan Youneng and Huayou Cobalt, with beneficiaries like Fulin Precision and Wanrun New Energy [45][46] - Beneficiaries in lithium battery structural components include Keda Li and Minglida [46]

Investment Rating - Investment rating for the power equipment industry is "Positive" (maintained) [2] Core Insights - The European electric vehicle market shows a significant recovery trend in 2025, with April sales reaching 211,000 units, a year-on-year increase of 30.7% [7][16] - The penetration rate of new energy vehicles in Europe reached 26.3%, up by 6.4 percentage points year-on-year [16] - The German electric vehicle market is recovering significantly, with BEV sales in April 2025 increasing by 53.5% year-on-year [17] - The EU Parliament has passed a carbon emission assessment amendment, delaying the tightening of carbon emission targets but maintaining the overall trend [47] Summary by Sections 1. European New Energy Vehicle Sales - In April 2025, sales of new energy vehicles in nine European countries reached 211,000 units, a year-on-year increase of 30.7% [7][16] - Germany's BEV sales reached 46,000 units in April, up 53.5% year-on-year, while PHEV sales increased by 60.7% [17] - The UK saw BEV sales of 25,000 units in April, a year-on-year increase of 8.1%, despite an overall decline in traditional vehicle sales [24] - France's BEV sales were 26,000 units in April, up 2.3% year-on-year, with expectations for stronger sales post-September due to the return of the social leasing plan [29] - Norway's BEV penetration rate reached 97% in April, moving closer to the 100% target [37] - Italy's BEV sales increased by 105.2% year-on-year in April, attributed to a low base effect [39] - Spain's BEV sales rose by 77.9% year-on-year in April, supported by extended subsidies and tax reductions [43] 2. EU Carbon Emission Assessment Amendment - The EU Parliament voted to change the carbon emission assessment from a 2025 target to an average over 2025-2027, delaying the timeline but not altering the overall trend [47] 3. Investment Recommendations - Recommended investments in lithium batteries include Ningde Times, Yiwei Lithium Energy, and Xinneng Technology [48] - For lithium materials, recommended companies include Hunan Youneng and Zhongwei Co., with beneficiaries like Fulin Precision and Wanrun New Energy [48] - Beneficiaries in lithium battery structural components include Keda Li and Minglida [48] - Recommended companies for power/electric drive systems are Weimaisi and Fute Technology [48] - Beneficiaries in automotive safety components include Zhongrong Electric and Zhejiang Rongtai [48]

Group 1: Financial Performance - The company experienced a significant decline in sales revenue, primarily due to inventory destocking by its main photovoltaic customers, leading to a substantial drop in sales to high-margin foreign clients [5][6] - In 2024, the company reported a loss, with a notable decrease in gross margin and an increase in fixed costs due to investments in new production bases in Mexico and Hungary [5][6] - The asset-liability ratio increased due to operational losses and rising capital expenditures, with plans to reduce debt through strategies like debt-to-equity swaps and improving cash flow [6] Group 2: Strategic Direction - The company has identified the robotics sector as a key area for future growth, with ongoing discussions with major clients regarding the production of robotic structural components [3] - In 2024, the company shifted its strategic focus towards the new energy vehicle sector, with major clients including BYD and CATL, and has passed audits from two global automotive brands [5][6] - The Hungarian production base is primarily established to meet the production demands of Stellantis in Europe, with plans to gradually release capacity as projects ramp up [5] Group 3: Operational Challenges - The company is currently facing challenges in production efficiency and cost management due to the initial phases of ramping up production in new facilities [9] - The increase in fixed costs and the underutilization of production capacity in Mexico and Hungary have contributed to the financial losses [9] - The company is actively working to enhance production efficiency and product quality to improve overall operational performance [8] Group 4: Investor Relations - The management acknowledges the need for clearer communication regarding the company's strategic direction and business segments to better inform investors [10] - The company is committed to enhancing its corporate culture and ensuring that investors have a comprehensive understanding of its operations and market positioning [10]

铭利达于2022年4月7日在深交所创业板上市，公开发行股票4001万股，发行价格为28.50元/股，保荐机 构为国泰君安证券股份有限公司，保荐代表人为强强、曾晨。目前铭利达处于破发状态。 中国经济网北京5月12日讯铭利达（301268）(301268.SZ)4月29日披露的2024年年度报告显示，公司实 现营业收入25.59亿元，同比下降37.12%；归属于上市公司股东的净利润-4.69亿元，上年同期为3.20亿 元；归属于上市公司股东的扣除非经常性损益的净利润-4.79亿元，上年同期为2.84亿元；经营活动产生 的现金流量净额为-7.20亿元，上年同期为7976.42万元。 | | 2024 年 | 2023 年 | 本年比上年增减 | 2022 年 | | --- | --- | --- | --- | --- | | 营业收入(元) | 2.558.887.640.94 | 4,069,524,828.60 | -37. 12% | 3, 218, 952, 045. 88 | | 归属于上市公司股东 | -469, 337, 283. 61 | 319,608,622.52 | -246. 85% | ...

Group 1 - Minglida's total investment in Mexico and Hungary has approached $200 million, equivalent to approximately 1.45 billion RMB, marking the initial completion of its "dual hub" strategic layout targeting North America and Europe [1] - In 2024, Minglida's automotive segment achieved revenue of 1.434 billion RMB, a year-on-year increase of 20.67%, with revenue contribution rising to 56.06%, surpassing its solar and energy storage businesses for the first time [1] - In Q1 2025, Minglida reported revenue of 655 million RMB, reflecting a year-on-year growth of 17.99%, indicating a steady and orderly operational pace with continuous development momentum [1] Group 2 - Hungary is not only a pioneer in the "Belt and Road" cooperation but also a core hub for the European automotive industry, presenting challenges such as stringent EU standards and supply chain restructuring [2] - The management and technical teams at Minglida have successfully overcome challenges related to lightweight and high-precision technology, achieving certification from two global luxury automotive brands [2] - Following the base's production launch in November 2023, Minglida doubled its production capacity within six months, delivering core structural components for a global top-four automotive group's new energy project [2] Group 3 - Minglida plans to leverage local policies and industrial chain advantages in Hungary to continuously export Chinese manufacturing experience while integrating local European innovative resources [2] - The company aims to establish a benchmark base for technological collaboration, promoting the deep integration of "Chinese standards" with "European demands" as leading Chinese firms like CATL and BYD gather in Hungary [2]

Group 1 - Minglida has invested nearly $200 million in Mexico and Hungary, completing its "dual hub" strategic layout for North America and Europe [1] - In 2024, Minglida's automotive segment achieved revenue of 1.434 billion yuan, a year-on-year increase of 20.67%, becoming the new growth pillar by surpassing solar and energy storage businesses [1] - In Q1 2025, Minglida reported revenue of 655 million yuan, reflecting a year-on-year growth of 17.99%, indicating steady operational progress [1] Group 2 - Minglida is strategically positioning itself in Mexico to address the restructuring of the global new energy supply chain and local customer demands, with cumulative investments exceeding 710 million yuan since 2023 [1] - The company is developing an integrated production capacity for aluminum alloy extrusion, die-casting, injection molding, and deep processing, with a planned area of 200 acres and a building area of 100,000 square meters [1] - The Mexican base will import mature manufacturing technologies and management systems from China while enhancing local innovation capabilities, becoming a core hub for the North American market [2]