北京市中伦（深圳）律师事务所 关于重庆长安汽车股份有限公司 2025 年第二次临时股东会的 法律意见书 $$\underline{{{\ \ \ \ }}}\bullet\underline{{{\ \ \ \ }}}\mathbb{H}\mathbb{H}+\underline{{{\ \ \ \ }}}\mathbb{H}$$ 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 0 北京市中伦（深圳）律师事务所 一、本次股东会的召集和召开程序 为召开本次股东会，公司董事会于 2025 年 12 月 1 ...

证券代码：000625(200625) 证券简称：长安汽车（长安 B） 公告编号：2025-85 重庆长安汽车股份有限公司 第九届董事会第五十次会议决议公告 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。 公司于 2025 年 12 月 29 日在长安汽车金融城会议室以现场结合视频方式 召开第九届董事会第五十次会议，会议通知及文件于 2025 年 12 月 25 日通过 邮件等方式送达公司全体董事。会议应到董事 8 人，实际参加表决的董事 8 人。会议由董事长朱华荣先生主持。本次会议的召开符合《公司法》和《公司 章程》等有关规定，会议形成的决议合法、有效。会议审议通过了以下议案： 1.审议通过了《关于增补董事会专门委员会成员的议案》 表决结果：同意 8 票，反对 0 票，弃权 0 票。 增补赵非先生担任董事会战略、投资与可持续发展委员会召集人，李震宇 先生担任董事会提名与薪酬考核委员会召集人，贾立山先生担任董事会提名与 薪酬考核委员会成员，任期自本次董事会会议审议通过之日起至第九届董事会 任期届满之日止。本次增补完成后，公司董事会各专门委员会情况如下： 战略、 ...

MACD金叉信号形成，这些股涨势不错！ 格隆汇12月29日｜长安汽车(000625.SZ)公告称，公司拟向特定对象中国长安汽车集团有限公司发行A股 股票，募集资金总金额不超过60亿元。本次交易构成关联交易，不构成重大资产重组。本次发行的方案 尚需有权国有资产监督管理部门批准、公司股东会审议通过、深交所审核通过以及中国证监会同意注 册。公司本次向特定对象发行A股股票，有助于公司进一步扩充新能源产品谱系，深入推进新能源"香 格里拉"计划、智能化"北斗天枢"计划，提升公司未来在新能源汽车市场的竞争实力。 ...

长安汽车公告，公司拟向特定对象中国长安汽车发行6.3亿股A股股票，中国长安汽车将以现金方式全额 认购。权益变动前，中国长安汽车持有公司35.07%的股份；权益变动后，其持股比例将增至38.95%。 本次权益变动不会导致公司控股股东及实际控制人发生变化。本次发行尚需满足多项条件，包括取得国 有资产监督管理部门的批复、公司股东会审议通过、深圳证券交易所审核通过以及中国证券监督管理委 员会同意注册。 ...

Core Viewpoint - The company plans to raise a total of up to 600 million yuan through a targeted issuance of shares, which will be allocated to various projects including the development of new energy vehicles and smart platform projects [1] Fundraising and Investment - The total amount to be raised is capped at 600,000,000 yuan, which includes the principal amount [1] - After deducting related issuance costs, the net amount raised will be invested in new energy vehicle development, smart platform development, global R&D center construction, and core capability enhancement projects [1] - Prior to the arrival of the raised funds, the company will use self-raised funds to invest in the projects based on their progress, and will replace these with the raised funds once they are available, following relevant regulatory procedures [1]

Market Overview - The new energy vehicle (NEV) index rose by 4.1% from December 22 to December 26, outperforming the CSI 300 index by 2.15% [1] - The best-performing sector within the automotive-related stocks was the electric motor index, which increased by 6.62% [1] - The lithium battery index, representing the battery-related segment, saw a rise of 5.55% during the same period [1] Company Performance - BYD closed at 100.01 CNY, while other notable companies included: - Haima Automobile at 8.82 CNY - Great Wall Motors at 22.78 CNY - Changan Automobile at 11.99 CNY - JAC Motors at 48.92 CNY - Seres at 120.67 CNY - GAC Group at 8.15 CNY - BAIC BluePark at 8.09 CNY [3] - In the electric motor sector, notable companies included: - Wolong Electric at 46.49 CNY - Fangzheng Electric at 13.68 CNY - Jiangte Electric at 10.1 CNY [4] Industry Data - In November, NEV production reached 1,880,000 units, a year-on-year increase of 20%, with cumulative production at 14,907,000 units, up 31.4% [36] - NEV wholesale sales were 1,706,000 units, reflecting an 18.7% year-on-year increase, while retail sales were 1,320,740 units, up 4.2% year-on-year [36] - The penetration rate for wholesale sales was 56.9%, and for retail sales, it was 59.3% [36] - The installed capacity of power batteries in November was 93,500 MWh, a 39.2% year-on-year increase [36] Lithium Prices - As of December 26, the average price of battery-grade lithium hydroxide was 107,600 CNY/ton, up 13,500 CNY/ton from December 19 [12] - The average price of battery-grade cobalt sulfate remained stable at 92,500 CNY/ton [14] - The average price of battery-grade nickel sulfate decreased by 650 CNY/ton to 26,900 CNY/ton [16] - The price of lithium iron phosphate increased by 6,000 CNY/ton to 45,100 CNY/ton [18] Battery Material Prices - The market price for ternary precursor 811 was 110,500 CNY/ton, down 2,000 CNY/ton [21] - The price for ternary materials 811 type rose by 4,500 CNY/ton to 171,500 CNY/ton [24] - The price of dry film for batteries remained stable at 0.42 CNY/sqm [27] - The price of lithium hexafluorophosphate was 180,000 CNY/ton, unchanged from the previous period [30]

Core Viewpoint - The article discusses the competitive landscape of the Chinese automotive market in 2025, highlighting a multi-faceted battle involving new products, marketing, public opinion, and values. It identifies four prominent automotive leaders who have made significant strides in this challenging environment [1][3]. Group 1: Key Figures in the Automotive Industry - **Zhu Jiangming of Leap Motor**: Successfully transitioned from proving the company's survival to achieving significant sales, with 2025 sales expected to approach 600,000 units, including 60,000 from overseas. The company is projected to achieve profitability for the first time, driven by a self-research technology strategy and a cost-effective pricing model [6][8]. - **Zhu Huarong of Changan**: Led the establishment of Changan Automobile as a state-owned enterprise, achieving significant milestones such as the production of the 30 millionth Chinese brand vehicle. The company aims for 5 million units in sales by 2030, with over 60% from new energy vehicles [10][12]. - **Yin Tongyue of Chery**: Celebrated the successful IPO of Chery, raising HKD 9.14 billion, and achieving a market value exceeding HKD 200 billion. Chery's global sales surpassed 1 million units, with a focus on local production in markets like Spain [15][17]. - **He Xiaopeng of Xpeng Motors**: Approaching profitability with a projected delivery of 350,000 units in 2025, marking a 156% year-on-year increase. The company is also expanding into robotics and flying cars, with significant advancements in AI technology [20][22]. Group 2: Challenges and Future Goals - **Leap Motor's Challenges**: Despite its success, Leap Motor faces the challenge of enhancing brand value to move into higher price segments. Zhu Jiangming aims for 1 million units in sales by 2026 and plans to introduce new products across a broader price range [7][8]. - **Changan's Strategic Focus**: Zhu Huarong must balance ambitious strategic goals with operational effectiveness, particularly in integrating resources within the large enterprise structure to navigate competitive pressures [12]. - **Chery's High-End Market Struggles**: Chery's efforts to penetrate the high-end market face challenges, particularly with its collaboration with Huawei and the Starway brand, which has yet to establish a strong domestic presence [17]. - **Xpeng's Technological Ambitions**: He Xiaopeng's focus on expanding into robotics and flying vehicles presents both opportunities and risks, as the company navigates the complexities of its technological roadmap and market expectations [22].

Core Insights - The year 2025 is marked as a transformative year in business, driven by significant advancements in AI and technology, particularly highlighted by DeepSeek's cost-effective AI model that challenges existing market paradigms [1][3][4]. Group 1: AI and Technology Developments - DeepSeek's R1 model, launched on January 20, 2025, achieved performance comparable to OpenAI's models at a fraction of the cost, using only 2,000 GPUs and approximately $600,000 in training expenses, less than one-tenth of OpenAI's costs [5][8]. - The market reacted dramatically to DeepSeek's success, leading to a significant drop in Nvidia's stock, with a loss of nearly $600 billion in market value, marking a historic event in the stock market [10][12]. - The Chinese tech sector saw a resurgence, with the Nasdaq China Golden Dragon Index rising over 4% shortly after DeepSeek's impact, indicating a shift in investor focus towards Chinese tech companies [11][12]. Group 2: Market Dynamics and Competition - The entry of JD.com into the food delivery market initiated a fierce competition with Alibaba and Meituan, leading to aggressive subsidy wars and a new competitive landscape in the industry [24][27]. - The battle for market share in food delivery is characterized by significant discounts and promotional offers, with Meituan experiencing record order volumes amid the competition [29]. Group 3: Innovations in Consumer Products - Pop Mart's Labubu character gained global popularity, leading to a 170%-175% year-on-year revenue increase in Q1 2025, with significant growth in international markets [20][23]. - The stock price of Pop Mart surged over 200% in the first half of 2025, reflecting strong market interest and investment confidence in the brand's potential [20][23]. Group 4: Regulatory and Economic Responses - In response to external economic pressures, the Chinese government implemented a "stabilization fund" strategy to support the capital market, demonstrating a proactive approach to maintain market confidence [15][17]. - The People's Bank of China provided liquidity support to stabilize the market, showcasing a coordinated effort to mitigate the impact of geopolitical tensions on the economy [15][17]. Group 5: Advancements in Autonomous Driving and GPU Technology - China officially approved L3 autonomous driving vehicles for commercial use, marking a significant milestone in the automotive industry and setting the stage for a market expected to exceed 1.2 trillion yuan by 2030 [40][41]. - The emergence of domestic GPU manufacturers, referred to as the "Four Little Dragons," is reshaping the semiconductor landscape, with significant IPO activity and competitive differentiation among companies [42][44].

特别提示： 证券代码：000625(200625) 证券简称：长安汽车（长安 B） 公告编号：2025-84 重庆长安汽车股份有限公司 关于 A 股限制性股票激励计划解除限售股份上市流通的提示性公告 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。 1．本次符合解除限售条件的激励对象共计 346 人，解除限售的限制性股票数量 为 8,461,728 股，占目前公司总股本的 0.0854%。 2．本次解除限售股份上市流通日：2026 年 1 月 5 日。 一、A 股限制性股票激励计划已履行的相关审批程序 1．2020 年 7 月 13 日，公司第八届董事会第二次会议、第八届监事会第二次会 议审议通过了《关于审议<公司 A 股限制性股票激励计划（草案）>及其摘要的议案》 《关于审议<公司 A 股限制性股票激励计划实施考核管理办法>的议案》等议案。公 司独立董事就激励计划发表了同意的独立意见。 2．2020 年 7 月 29 日至 2020 年 8 月 16 日，公司将 A 股限制性股票激励计划首 次授予拟激励对象的姓名和职务进行了公示，公示期内，公司监事会未收到任何 ...

Core Insights - The Chinese automotive market in 2025 is characterized by intense competition across multiple dimensions, including new products, marketing, public opinion, and values, leading to a "multi-front war" among companies [1] - Four prominent automotive leaders have been recognized for their significant achievements in this competitive landscape [1] Group 1: Leap Motor - Zhu Jiangming - Leap Motor is projected to approach sales of 600,000 vehicles in 2025, with overseas deliveries contributing approximately 60,000 units, achieving its annual target ahead of schedule [3] - The company is expected to achieve its first annual profit in 2025, marking a transition to a self-sustaining phase [3] - Zhu Jiangming's strategy focuses on "full self-research" technology and a "cost pricing" business model, with 65% of components being self-developed, allowing for a competitive edge in pricing [3] - Leap Motor has expanded its global presence to 35 markets with over 800 overseas stores [3] - Despite challenges, including a brief restriction on high consumption due to a subsidiary's contract dispute, Zhu Jiangming aims for a sales target of 1 million vehicles in 2026 [4] Group 2: Changan - Zhu Huarong - Changan Automobile was officially established as a state-owned enterprise in July 2025, ranking 73rd among state-owned enterprises, with Zhu Huarong as its chairman [6] - The company achieved a significant milestone with the production of its 30 millionth vehicle in December 2025, setting ambitious targets for 2030, including sales of 5 million vehicles with over 60% from new energy sources [6][7] - Changan's high-end brand, Avita Technology, submitted a listing application to the Hong Kong Stock Exchange, aiming to be the first state-owned new energy vehicle company to go public [7] - Zhu Huarong faces the challenge of balancing strategic ambitions with operational effectiveness amid intense market competition [7] Group 3: Chery - Yin Tongyue - Chery Automobile completed its long-awaited IPO on the Hong Kong Stock Exchange, raising HKD 9.14 billion and achieving a market valuation exceeding HKD 200 billion [10] - The company exported over 1 million vehicles in 2025, with European sales increasing by over 200% year-on-year, contributing nearly 40% to total revenue [10] - Yin Tongyue aims to establish Chery as a global corporate citizen through localized production in markets like Spain [10] - Chery faces challenges in its high-end branding efforts, particularly with its collaboration with Huawei and the Xingtai brand [11] Group 4: Xpeng - He Xiaopeng - Xpeng is nearing its profitability goal, with a projected delivery of 350,000 vehicles in 2025, reflecting a year-on-year increase of 156% [13] - The company anticipates delivering between 125,000 and 132,000 vehicles in the fourth quarter of 2025, with total revenue expected to range from CNY 21.5 billion to CNY 23 billion [13] - Xpeng's stock has surged over 80% in Hong Kong and 75.8% in the U.S. since the beginning of the year, surpassing Li Auto's market capitalization [13] - The company is also venturing into robotics and flying cars, with plans to launch three Robotaxis in 2026 and a new generation of robots [14]