重庆源伟律师事务所 关于重庆美利信科技股份有限公司 2025年第二次临时股东大会的法律意见书 致: 重庆美利信科技股份有限公司 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》、中国证券监督管理委员会发布的《上市公司股东会规则》（以下简称 "《股东会规则》"）和《深圳证券交易所上市公司股东会网络投票实施细则（2025 年修订）》等法律、行政法规、规范性文件以及《重庆美利信科技股份有限公司章 程》（以下简称"《公司章程》"）的规定，重庆源伟律师事务所(以下简称"本所") 接受重庆美利信科技股份有限公司(以下简称"公司")的委托，指派邢恩田、曾梓 涵律师出席公司于2025年9月11日（星期四）14:30在重庆市巴南区天安路1号附1号、 附2号重庆美利信科技股份有限公司办公楼二楼会议室召开的2025年第二次临时股 东大会(以下简称"本次股东大会")，对本次股东大会的召集、召开程序的合法性、 召集人和出席会议人员资格的合法有效性、会议表决程序和表决结果的合法有效性 出具法律意见书。 为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了审查， 查阅了本所律师认为出具法律意见 ...

证券代码：301307 证券简称：美利信 公告编号：2025-044 重庆美利信科技股份有限公司 2025年第二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）会议召开时间： 1、会议召开时间 （1）现场会议召开时间：2025年9月11日（星期四）下午14:30。 （2）网络投票的时间：2025年9月11日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年9 月11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投票系 统投票的具体时间为：2025年9月11日9:15至15:00期间的任意时间。 2、现场会议召开地点：重庆市巴南区天安路1号附1号、附2号重庆美利信 科技股份有限公司办公楼二楼会议室。 4、会议召集人：重庆美利信科技股份有限公司（以下简称"公司"）董事会。 5、会议主持人：董 ...

Market Performance - The communication equipment sector rose by 3.51% on September 10, with Meilixin leading the gains [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Top Gainers - Meilixin (301307) closed at 30.85, up 11.94% with a trading volume of 272,100 shares and a turnover of 828 million yuan [1] - Rihai Intelligent (002313) closed at 12.42, up 10.01% with a trading volume of 335,800 shares and a turnover of 406 million yuan [1] - Dongfang Communication (600776) closed at 12.67, up 9.98% with a trading volume of 389,300 shares and a turnover of 488 million yuan [1] Market Capital Flow - The communication equipment sector saw a net inflow of 4.801 billion yuan from institutional investors, while retail investors experienced a net outflow of 3.489 billion yuan [2][3] - The top stocks by net inflow from institutional investors included Zhongji Xuchuang (300308) with 1.254 billion yuan and Xinyi Sheng (300502) with 1.083 billion yuan [3] Individual Stock Performance - Zhongji Xuchuang (300308) had a net inflow of 1.254 billion yuan from institutional investors, but a net outflow of 718 million yuan from retail investors [3] - Xinyi Sheng (300502) experienced a net inflow of 1.083 billion yuan from institutional investors, with a net outflow of 382 million yuan from retail investors [3] - Dongfang Communication (600776) had a net inflow of 186 million yuan from institutional investors, but a significant net outflow of 1 billion yuan from retail investors [3]

Group 1 - The communication equipment sector rose by 2.61% on September 3, with Zhongji Xuchuang leading the gains [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] - Notable individual stock performances included Zhongji Xuchuang with a closing price of 426.19, up 10.99%, and Shijia Photon with a closing price of 82.42, up 4.73% [1] Group 2 - The communication equipment sector experienced a net outflow of 1.734 billion yuan from institutional funds and 1.172 billion yuan from retail funds, while individual investors saw a net inflow of 2.906 billion yuan [3]

Investment Rating - The report assigns a rating of "Accumulate" to the company, indicating an expected relative performance increase of 5% to 15% over the next 6 to 12 months [2]. Core Views - The company is facing profit pressure due to multiple factors, but it is expanding into the semiconductor and high-end precision industries, which are expected to drive future growth [2][5]. - The company reported a revenue of 1.86 billion yuan in the first half of 2025, a year-on-year increase of 12.4%, but continued to incur a net loss of 110 million yuan [3]. - The automotive parts segment showed strong performance with a revenue increase of 17.6%, while the communication segment remained stable [5]. Summary by Sections Financial Performance - The company’s revenue for 2023 is projected at 3.189 billion yuan, with a growth rate of 1% year-on-year. By 2025, revenue is expected to reach 4.431 billion yuan, reflecting a growth rate of 21% [2]. - The net profit for 2025 is adjusted to 33 million yuan, with projections of 148 million yuan and 207 million yuan for 2026 and 2027, respectively [5]. - The gross margin for the first half of 2025 was 7.46%, down 3.88 percentage points year-on-year, with the communication segment's gross margin at 4.43% [5]. Business Development - The company established a joint laboratory for thermal management and materials with top universities, aiming to provide comprehensive thermal management solutions across various sectors [4]. - The company is accelerating its globalization strategy through acquisitions, particularly in North America, to enhance its competitive edge [5]. Market Position - The semiconductor and thermal management sectors are identified as key growth areas, with the company leveraging its expertise in precision component manufacturing to meet client needs [5].

Core Viewpoint - Meili Xin (301307) reported a revenue increase but a significant decline in net profit for the first half of 2025, indicating challenges in profitability despite revenue growth [1] Financial Performance - Total revenue for the first half of 2025 reached 1.859 billion yuan, a year-on-year increase of 12.41% compared to 1.654 billion yuan in 2024 [1] - The net profit attributable to shareholders was -105 million yuan, a decline of 468.13% from -18.47 million yuan in the previous year [1] - The gross margin was 7.46%, down 34.26% year-on-year, while the net margin was -5.66%, a decrease of 418.99% [1] - Total expenses (selling, administrative, and financial) amounted to 146 million yuan, accounting for 7.84% of revenue, an increase of 16.66% year-on-year [1] - Earnings per share were -0.5 yuan, a decrease of 455.56% from -0.09 yuan in 2024 [1] Cash Flow and Debt Situation - Cash flow per share was 0.29 yuan, down 82.24% year-on-year from 1.61 yuan [1] - The company had cash and cash equivalents of 633 million yuan, a 32.05% increase from 479 million yuan [1] - Interest-bearing liabilities rose to 2.331 billion yuan, an increase of 86.99% from 1.247 billion yuan [1] - The cash ratio (cash and cash equivalents to current liabilities) was only 39.07%, indicating potential liquidity concerns [2] - The interest-bearing debt ratio reached 31.19%, highlighting the company's debt exposure [2] Business Model and Market Position - The company's performance is heavily reliant on capital expenditures, necessitating scrutiny of the viability of these investments [2] - Historical data shows a median Return on Invested Capital (ROIC) of 4.6%, with the worst year being 2024 at -2.75%, indicating weak investment returns [1] - The company has faced three years of losses since its listing, suggesting a fragile business model [1] Industry Trends and Future Outlook - The company is actively monitoring developments in the robotics sector, particularly in humanoid robots, and is prepared to collaborate with clients on relevant product developments [3] - There is an expectation among analysts for the company's performance in 2025 to remain negative, with projected net profit at -45 million yuan and an average earnings per share forecast of -0.21 yuan [2]

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 30.3 yuan [2][8]. Core Views - The company reported a revenue of 1.86 billion yuan for the first half of 2025, representing a year-on-year increase of 12%. However, the net profit attributable to the parent company was a loss of 105 million yuan, compared to a loss of 18 million yuan in the same period last year [2][3]. - The company is experiencing pressure on its performance, but it has successfully expanded into new businesses such as energy storage and semiconductors [2][8]. - The automotive business showed a year-on-year revenue growth of 18%, while the communication business faced slight declines [8]. Financial Summary - Total revenue is projected to grow from 3.66 billion yuan in 2024 to 5.54 billion yuan in 2027, with year-on-year growth rates of 14.7%, 16.2%, 14.5%, and 13.8% respectively [4][9]. - The net profit attributable to the parent company is expected to improve from a loss of 164 million yuan in 2024 to a profit of 170 million yuan in 2027, with growth rates of -220.6%, 5.1%, 146.2%, and 137.0% respectively [4][9]. - The company’s gross margin is projected to fluctuate, with a decrease in 2025 to 7.9% before recovering to 13.5% by 2027 [4][9]. Business Performance - In the second quarter of 2025, the company achieved a revenue of 978 million yuan, with a quarter-on-quarter increase of 11% [8]. - The automotive parts revenue reached 1.20 billion yuan, showing an 18% year-on-year increase, while the communication components revenue was 560 million yuan, slightly down by 0.1% year-on-year [8]. - The company has successfully entered the supply chain for energy storage and semiconductor clients, indicating potential for future growth [8].

Group 1 - Meilixin (301307.SZ) released its semi-annual report for 2025 on August 27, 2025, with a total of 8 institutional investors disclosing their holdings, amounting to 97.4953 million shares, which represents 46.29% of the total share capital [1] - The institutional investors include Meilixin Holdings Co., Ltd., and several investment funds managed by Wens (Shenzhen) Equity Investment Management Co., Ltd., among others, with the total institutional holding percentage decreasing by 0.78 percentage points compared to the previous quarter [1] - In the public fund sector, one public fund, namely Huaxia Industrial Upgrade Mixed A, reduced its holdings by 0.33% compared to the previous quarter, while a new public fund, Bosera Strategic New Materials Theme Mixed A, was disclosed during this period [1] Group 2 - From the foreign investment perspective, there were no new disclosures from foreign institutions compared to the previous quarter, with Hong Kong Central Clearing Limited being the only foreign institution that did not disclose its holdings this period [2]

Group 1 - The company reported a revenue of approximately 1.859 billion yuan for the first half of 2025, representing a year-on-year growth of 12.41%. However, the net profit attributable to shareholders was -105 million yuan due to decreased gross margin and increased asset impairment [1] - The company is focusing on a strategy of "quality foundation, cost reduction and efficiency improvement, and solidifying overseas expansion" amidst the slowdown in the traditional fuel vehicle market and the rise of new energy vehicles. It aims to stabilize its traditional market share while accelerating R&D and production in thermal management, energy storage, and semiconductor technologies [1] - The company has established collaborations with several leading new energy vehicle manufacturers, including Rivian and various domestic new energy vehicle startups, as well as well-known tier-one suppliers like ZF, Eaton, Aisin, and Schaeffler [1] Group 2 - In the communication sector, the company has a long-standing partnership with Ericsson and other leading domestic communication equipment manufacturers, maintaining strong collaboration and entering Nokia's supply chain this year [2] - In the energy storage sector, the company has entered the supply chain of clients like Zhenghao, while in the semiconductor field, it has partnered with leading domestic clients in Shanghai and Shenzhen [2] - The company has established production bases in Chongqing, Xiangyang, Dongguan, and Ma'anshan, with a North American base already securing contracts with new energy vehicle and energy storage clients. The global layout of production bases allows the company to respond quickly to customer needs [2]

Group 1 - Meilixin (SZ 301307) announced the convening of its 14th meeting of the second board session on August 26, 2025, to review the proposal regarding the full text and summary of the 2025 semi-annual report [1] - For the year 2024, Meilixin's revenue composition is entirely from aluminum components, accounting for 100.0% [1] Group 2 - The pet industry is experiencing a significant boom, with a market size of 300 billion yuan, leading to a surge in stock prices for related listed companies [1]