北京金杜（杭州）律师事务所 关于浙江斯菱汽车轴承股份有限公司 2025 年第二次临时股东会 之法律意见书 致：浙江斯菱汽车轴承股份有限公司 北京金杜（杭州）律师事务所（以下简称本所）接受浙江斯菱汽车轴承股份 有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证 券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委 员会《上市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内 （以下简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中 国澳门特别行政区和中国台湾省）现行有效的法律、行政法规、规章和规范性文 件和现行有效的《浙江斯菱汽车轴承股份有限公司章程》（以下简称《公司章程》） 有关规定，指派律师出席了公司于 2025 年 11 月 7 日召开的 2025 年第二次临时 股东会（以下简称本次股东会），并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1.经公司 2025 年第一次临时股东会审议通过的《公司章程》； 2.公司 2025 年 10 月 23 日刊登于巨潮资讯网及深圳证券 ...

Core Viewpoint - The company is actively advancing the mass production of robotic components, including harmonic reducers, actuator modules, and specialized bearings for robotic reducers [1] Group 1 - The company has reached a stage where small-batch production of robotic components is possible [1] - There are plans to invest in a second production line for harmonic reducers this year, with expectations to reach full production capacity by the end of the year [1] - The company will fulfill its information disclosure obligations in accordance with relevant regulations if there are any significant updates [1]

Group 1 - The core point of the news is that Slin Automotive Bearings Co., Ltd. experienced a stock price drop of 5.29%, with a current share price of 132.02 yuan and a total market capitalization of 21.057 billion yuan [1] - The company, established on November 22, 2004, specializes in the research, manufacturing, and sales of automotive bearings, with its main revenue sources being brake system bearings (80.22%), transmission system bearings (12.78%), and power system bearings (5.27%) [1] - The trading volume for Slin shares was 213 million yuan, with a turnover rate of 1.63% [1] Group 2 - According to data, a fund under AVIC Fund has Slin as one of its top ten holdings, with the AVIC Trend Leading Mixed Fund A (021489) increasing its stake by 153,600 shares in the third quarter, bringing its total holdings to 718,700 shares, which accounts for 5.33% of the fund's net value [2] - The AVIC Trend Leading Mixed Fund A has a current scale of 259 million yuan and has achieved a year-to-date return of 79.29%, ranking 234 out of 8148 in its category [2] - The fund manager, Wang Sen, has been in charge for 2 years and 43 days, with the fund's total asset size at 2.85 billion yuan and a best return of 147.29% during his tenure [3]

Core Insights - The automotive parts sector experienced a 1.7% increase on October 31, with Siling Co. leading the gains [1] - The Shanghai Composite Index closed at 3954.79, down 0.81%, while the Shenzhen Component Index closed at 13378.21, down 1.14% [1] Automotive Parts Sector Performance - Siling Co. (301550) closed at 129.03, up 10.85% with a trading volume of 83,100 shares and a transaction value of 1.055 billion [1] - Other notable gainers included: - Fengshen Co. (600469) at 6.99, up 10.08% [1] - Rongtai Co. (605133) at 43.14, up 9.99% [1] - Wanxiang Qianchao (000559) at 12.55, up 9.99% [1] - Yatong Precision (603190) at 25.23, up 9.98% [1] Capital Flow Analysis - The automotive parts sector saw a net inflow of 1.802 billion from institutional investors, while retail investors contributed a net inflow of 174 million [2] - Notable capital flows included: - Wanxiang Qianchao (000559) with a net inflow of 598 million from institutional investors [3] - New Spring Co. (603179) with a net inflow of 371 million [3] - Top Group (601689) with a net inflow of 321 million [3]

Group 1 - The humanoid robot concept is gaining momentum, with Rongtai Co., Ltd. hitting the daily limit up, and other companies like Siling Co., Ltd. rising over 13% [1] - Wanxiang Qianchao previously reached the daily limit up, while Haon Auto Electric, Fengmao Co., Ltd., Dongfang Precision, and Donghua Testing also showed significant gains [1] Group 2 - Relevant ETFs include the Food and Beverage ETF, which has seen a decline of 2.23% over the past five days, with a price-to-earnings ratio of 19.88 times and a net outflow of 12.14 million yuan [3] - The Gaming ETF has increased by 1.24% in the last five days, with a price-to-earnings ratio of 39.46 times and a net outflow of 260 million yuan [3] - The Sci-Tech 50 ETF has risen by 4.20% recently, with a high price-to-earnings ratio of 160.44 times and a net outflow of 580 million yuan [4] - The Cloud Computing 50 ETF has increased by 5.49% in the last five days, with a price-to-earnings ratio of 131.78 times and a net inflow of 1.23 million yuan [4]

Core Viewpoint - On October 30, 2023, Siling Co., Ltd. experienced a 3.60% decline in stock price with a trading volume of 280 million yuan, indicating potential market volatility and investor sentiment concerns [1] Financing Summary - On the same day, Siling Co. had a financing buy-in amount of 30.96 million yuan and a financing repayment of 37.50 million yuan, resulting in a net financing outflow of 6.54 million yuan [1] - The total financing and securities balance for Siling Co. reached 621 million yuan, accounting for 5.38% of its circulating market value, which is above the 70th percentile of the past year, indicating a high level of financing activity [1] - The company had no short-selling activity on October 30, with a short-selling balance of 1.16 million yuan, which is also above the 80th percentile of the past year, suggesting a high level of short-selling interest [1] Business Performance - As of September 30, 2023, Siling Co. reported a total of 14,700 shareholders, a decrease of 13.12% from the previous period, while the average number of circulating shares per shareholder increased by 14.92% to 6,615 shares [2] - For the period from January to September 2023, Siling Co. achieved a revenue of 581 million yuan, representing a year-on-year growth of 4.38%, and a net profit attributable to shareholders of 140 million yuan, which is a 2.17% increase year-on-year [2] Dividend and Shareholder Information - Since its A-share listing, Siling Co. has distributed a total of 99 million yuan in dividends [3] - Among the top ten circulating shareholders as of September 30, 2023, Yongying Advanced Manufacturing Mixed Fund (018124) is the third-largest shareholder with 7.18 million shares, an increase of 680,000 shares from the previous period [3] - Other notable changes include a decrease in holdings by Penghua Carbon Neutrality Theme Mixed Fund (016530) and Xingsheng Huan Yuan Two-Year Holding Mixed Fund (011338), while Invesco Great Wall Stable Return Mixed Fund (001194) entered the top ten shareholders as a new investor [3]

Investment Rating - The report maintains a "Buy" rating for the company [5] Core Views - The company's performance in the first three quarters of 2025 met expectations, with revenue of 580 million yuan, a year-on-year increase of 4%, and a net profit attributable to shareholders of 140 million yuan, up 2% year-on-year [1] - The company is accelerating its global expansion and has established production bases in Xinchang and Thailand, which are expected to support future revenue growth [2] - The establishment of a robotics division aims to capitalize on the upcoming growth in the robotics industry, with products like harmonic reducers and actuator modules being developed [2][3] Financial Summary - Revenue is projected to grow from 738 million yuan in 2023 to 1.581 billion yuan in 2027, with a compound annual growth rate (CAGR) of 35% [4] - Net profit is expected to increase from 150 million yuan in 2023 to 347 million yuan in 2027, reflecting a CAGR of 34.2% [4] - The company's P/E ratio is forecasted to decrease from 128.6 in 2023 to 55.5 in 2027, indicating improving valuation [4]

Group 1 - High-speed Electric achieved a revenue of 810 million yuan, a year-on-year increase of 30.33%, and a net profit of 36.33 million yuan, up 54.32% year-on-year for the first three quarters [1] - Huaguang Bio reported a revenue of 868 million yuan, a year-on-year increase of 17.98%, and a net profit of 16.33 million yuan, up 146.55% year-on-year for the first three quarters [2] - North Navigation turned a profit with a net profit of 125 million yuan for the first three quarters, compared to a loss in the previous year, with a revenue of 2.468 billion yuan, up 210.01% year-on-year [3] Group 2 - Wukuang New Energy reported a revenue of 5.054 billion yuan, a year-on-year increase of 33.96%, but a net loss of 20.1 million yuan for the first three quarters [4] - Century Rui Er achieved a revenue of 5.110 billion yuan, a year-on-year increase of 5.21%, and a net profit of 41.64 million yuan, up 27.23% year-on-year for the first three quarters [5] - Jiejie Micro reported a revenue of 2.502 billion yuan, a year-on-year increase of 24.70%, and a net profit of 34.7 million yuan, up 4.30% year-on-year for the first three quarters [6] Group 3 - Zhejiang Huaye achieved a revenue of 739 million yuan, a year-on-year increase of 11.08%, and a net profit of 181 million yuan, up 143.68% year-on-year for the first three quarters [7] - Lege Co. reported a revenue of 4.846 billion yuan, a year-on-year increase of 21.92%, but a net profit of 16.9 million yuan, down 36.33% year-on-year for the first three quarters [8] - Huichuan Technology achieved a revenue of 31.663 billion yuan, a year-on-year increase of 24.67%, and a net profit of 4.254 billion yuan, up 26.84% year-on-year for the first three quarters [9] Group 4 - Jieya Co. reported a revenue of 565 million yuan, a year-on-year increase of 38.44%, and a net profit of 67.9 million yuan, up 95.78% year-on-year for the first three quarters [10] - Hengtian Hailong reported a revenue of 829 million yuan, a year-on-year increase of 0.89%, but a net profit of 274,780 yuan, down 93% year-on-year for the first three quarters [11] - Baolidi achieved a revenue of 1.058 billion yuan, a year-on-year increase of 4.57%, and a net profit of 106 million yuan, up 31.25% year-on-year for the first three quarters [12] Group 5 - Feitian Chengxin reported a revenue of 520 million yuan, a year-on-year increase of 3.10%, and a net profit of 10.38 million yuan, up 146.05% year-on-year for the first three quarters [13] - Xiangqiang Co. reported a revenue of 1.237 billion yuan, a year-on-year increase of 9.19%, but a net profit of 171 million yuan, down 5.90% year-on-year for the first three quarters [14] - Guangzheng Eye Care reported a revenue of 663 million yuan, a year-on-year decrease of 5.05%, but a net profit of 17,340 yuan, turning from loss to profit for the first three quarters [15] Group 6 - Sand Technology achieved a revenue of 430 million yuan, a year-on-year increase of 26.94%, and a net profit of 115 million yuan, up 47.52% year-on-year for the first three quarters [16] - Tianhao Energy reported a revenue of 1.941 billion yuan, a year-on-year decrease of 36.05%, and a net profit of 95.74 million yuan, down 27.25% year-on-year for the first three quarters [17] - Yiyuan Communication achieved a revenue of 17.877 billion yuan, a year-on-year increase of 34.96%, and a net profit of 733 million yuan, up 105.65% year-on-year for the first three quarters [18] Group 7 - Zhenhai Co. reported a revenue of 295 million yuan, a year-on-year decrease of 9.96%, and a net profit of 51.69 million yuan, down 8% year-on-year for the first three quarters [19] - Xinda Securities received approval to issue up to 10 billion yuan in corporate bonds for technology innovation [20] - Jingong Steel Structure signed a contract worth 1.23 billion yuan for an overseas project [21] Group 8 - Chuanfa Longmang plans to invest 366 million yuan in a lithium dihydrogen phosphate project [22] - Ningbo Energy plans to invest 58.5 million yuan to establish a joint venture [23] - China Unicom plans to spin off its subsidiary for listing on the Growth Enterprise Market [24] Group 9 - China Unicom reported a revenue of 292.985 billion yuan, a year-on-year increase of 1%, and a net profit of 8.772 billion yuan, up 5.2% year-on-year for the first three quarters [25] - Haigang Co. announced a plan to reduce its shareholding by 0.9965% [26] - Jintongling's subsidiary is facing bankruptcy liquidation [27] Group 10 - Lanshi Heavy Industry plans to transfer 51.02% of its environmental company shares for 14.39 million yuan [28] - Lanshi Heavy Industry's shareholder plans to reduce its stake by 1% [29] - Dongtian Micro reported a revenue of 637 million yuan, a year-on-year increase of 53.91%, and a net profit of 80.03 million yuan, up 99.20% year-on-year for the first three quarters [30] Group 11 - Siling Co. reported a revenue of 581 million yuan, a year-on-year increase of 4.38%, and a net profit of 14 million yuan, up 2.17% year-on-year for the first three quarters [31] - Hanrui Cobalt achieved a revenue of 4.871 billion yuan, a year-on-year increase of 16.49%, and a net profit of 238 million yuan, up 42.57% year-on-year for the first three quarters [32] - Ganfeng Lithium's vice president plans to reduce his stake by 40,000 shares [33] Group 12 - Kaile Co. plans to acquire at least 50% of Kesheng Machinery [34] - Huace Navigation achieved a revenue of 2.618 billion yuan, a year-on-year increase of 15.47%, and a net profit of 493 million yuan, up 26.41% year-on-year for the first three quarters [35] - Jingbeifang reported a revenue of 3.613 billion yuan, a year-on-year increase of 5.14%, and a net profit of 243 million yuan, up 7.94% year-on-year for the first three quarters [36] Group 13 - Weiergao achieved a revenue of 1.122 billion yuan, a year-on-year increase of 51.93%, and a net profit of 69.79 million yuan, up 48.11% year-on-year for the first three quarters [37] - Hanyi Co. reported a revenue of 139 million yuan, a year-on-year increase of 1.10%, and a net profit of 904,470 yuan, up 78.52% year-on-year for the first three quarters [38] - Boya Precision achieved a revenue of 387 million yuan, a year-on-year increase of 47.27%, and a net profit of 66.11 million yuan, up 82.87% year-on-year for the first three quarters [39] Group 14 - Qianfang Technology achieved a revenue of 5.256 billion yuan, a year-on-year decrease of 2.82%, and a net profit of 189 million yuan, up 1098.97% year-on-year for the first three quarters [40] - Binhua Co. submitted an application for H-share listing [41] - Chengde Lulu reported a revenue of 1.956 billion yuan, a year-on-year decrease of 9.42%, and a net profit of 384 million yuan, down 8.47% year-on-year for the first three quarters [42] Group 15 - Beifang Changlong reported a revenue of 122 million yuan, a year-on-year increase of 159.21%, but a net profit of 11.29 million yuan, turning from profit to loss for the first three quarters [43]

Core Insights - The company reported a revenue of 581 million yuan for the first three quarters of 2025, a 4.38% increase from 557 million yuan in the same period last year [2] - Net profit attributable to shareholders reached 140 million yuan, reflecting a year-on-year growth of 2.17% [2] - The company’s net profit excluding non-recurring gains and losses was 134 million yuan, with a year-on-year increase of 4.77% [2] Financial Performance - In Q3 2025, the company achieved a revenue of 190 million yuan, a decrease of 3.61% year-on-year [2] - Net profit attributable to shareholders for Q3 was 40.64 million yuan, down 4.02% compared to the previous year [2] - The basic earnings per share for the first three quarters was 0.88 yuan, an increase of 2.33% year-on-year [2] Asset and Liability Structure - As of the end of the reporting period, total assets reached 2.24 billion yuan, a 2.05% increase from the end of the previous year [2] - Shareholders' equity attributable to the company was 1.835 billion yuan, up 5.78% from the previous year [2] - Significant changes in various asset and liability items were noted, including a 47.62% decrease in trading financial assets and a 328.78% increase in prepayments [3] Profit and Cash Flow Analysis - Sales expenses increased by 38.16% year-on-year, primarily due to higher travel and exhibition costs [3] - Other income rose by 73.23%, attributed to increased government subsidies [3] - The net cash flow from operating activities for the first three quarters was 153 million yuan, a 0.6% increase year-on-year [4] - The net cash flow from investing activities improved significantly to 82.27 million yuan, compared to a negative 265 million yuan in the same period last year [4]

Group 1: Earnings Reports - Tonghuashun reported a 39.67% increase in revenue to 3.261 billion yuan for the first three quarters of 2025, with a net profit increase of 85.29% to 1.206 billion yuan [2] - Weihua New Materials experienced a 15.18% decline in revenue to approximately 660 million yuan for the first three quarters, but a significant net profit increase of 250.04% in Q3 to approximately 25.38 million yuan [1] - Yanjing Co. achieved a 22.99% revenue growth to 1.295 billion yuan for the first three quarters, with a net profit increase of 27.95% to approximately 42.5 million yuan [1] - XH Technology reported a 26.47% revenue increase to approximately 742 million yuan for the first three quarters, with a net profit increase of 186.19% to approximately 95.47 million yuan [5] - Dongtian Micro reported a 53.91% revenue increase to approximately 637 million yuan for the first three quarters, with a net profit increase of 99.2% to approximately 80.03 million yuan [6] Group 2: Corporate Actions - China Unicom plans to spin off its subsidiary, Unicom Smart Network Technology, for listing on the Shenzhen Stock Exchange's Growth Enterprise Market, aiming to enhance innovation and competitiveness in the vehicle networking industry [3] - Kailer Co. is planning to acquire at least 50% of Kesheng Electromechanical, aiming to enter the high-end coating equipment sector [11] - Huitong Technology is preparing for an H-share listing in Hong Kong, with management authorized to initiate the process [11] Group 3: Other Notable Developments - Hengyi Petrochemical's subsidiary has successfully entered the trial production phase of a new project aimed at increasing its nylon production capacity [12] - Sichuan Chengyu's subsidiary signed a sand and gravel supply contract for a highway project, with a total transaction amount expected to be under 100 million yuan [14] - Sanwang Communication's board received a proposal for a share buyback plan, with a total amount not less than 20 million yuan [14]