国泰海通证券股份有限公司 关于 广东领益智造股份有限公司 发行可转换公司债券及支付现金购买资产 并募集配套资金报告书 之 独立财务顾问报告 独立财务顾问 中国（上海）自由贸易试验区商城路 618 号 二〇二五年七月 独立财务顾问声明与承诺 国泰海通证券股份有限公司接受广东领益智造股份有限公司的委托，担任本 次发行可转换公司债券及支付现金购买资产并募集配套资金之独立财务顾问，就 本次交易出具独立财务顾问报告。本独立财务顾问报告依据《中华人民共和国公 司法》《中华人民共和国证券法》《上市公司重大资产重组管理办法》《上市公 司并购重组财务顾问业务管理办法》《公开发行证券的公司信息披露内容与格式 准则第 26 号——上市公司重大资产重组》《上市公司监管指引第 9 号——上市 公司筹划和实施重大资产重组的监管要求》和《深圳证券交易所股票上市规则》 等相关法律法规的规定，按照行业公认的业务标准、道德规范，本着诚实信用和 勤勉尽责的原则，通过尽职调查和对重组方案等文件的审慎核查后出具，旨在对 本次交易作出独立、客观和公正的评价，以供广东领益智造股份有限公司全体股 东及有关方面参考。 一、本独立财务顾问作出如下声明 1、本独 ...

国泰海通证券股份有限公司 关于深圳证券交易所 《关于广东领益智造股份有限公司发行可转换公司 债券购买资产并募集配套资金申请的审核问询函》回 复之核查意见 独立财务顾问 （中国（上海）自由贸易试验区商城路 618 号） 二〇二五年七月 深圳证券交易所： 根据深圳证券交易所 2025 年 6 月 12 日出具的《关于广东领益智造股份有限 公司发行可转换公司债券购买资产并募集配套资金申请的审核问询函》（审核函 〔2025〕130005 号）（以下简称"问询函"）的要求，广东领益智造股份有限 公司（以下简称"领益智造"、"上市公司"或"公司"）已会同国泰海通证券 股份有限公司（以下简称"独立财务顾问"或"国泰海通"）、北京市君合律师 事务所（以下简称"君合律师"或"君合"）、容诚会计师事务所（特殊普通合 伙）（以下简称"容诚会计师"或"容诚"）以及金证（上海）资产评估有限公 司（以下简称"金证评估"）等中介机构本着勤勉尽责、诚实守信的原则，对问 询函所提出的问题进行了逐项落实，并按照要求在《广东领益智造股份有限公司 发行可转换公司债券及支付现金购买资产并募集配套资金报告书（草案）》（以 下简称"重组报告书"）中进行了 ...

公司于 2025 年 6 月 12 日收到深圳证券交易所出具的《关于广东领益智造股 份有限公司发行可转换公司债券购买资产并募集配套资金申请的审核问询函》 （审核函〔2025〕130005 号）（以下简称"审核问询函"）。公司根据深圳证 券交易所的审核意见对《广东领益智造股份有限公司发行可转换公司债券及支付 现金购买资产并募集配套资金报告书（草案）》进行了修订、补充和完善，具体 内容详见与本公告同时披露的相关公告。 相较公司于 2025 年 7 月 23 日披露的《广东领益智造股份有限公司发行可转 换公司债券及支付现金购买资产并募集配套资金报告书（草案）（修订稿）》， 重组报告书对部分内容进行了修订，主要修订内容如下（如无特别说明，本修订 说明公告中的简称或名词的释义与重组报告书中的简称或名词的释义具有相同 含义）： 报告书（草案）（修订稿）修订说明的公告 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。 广东领益智造股份有限公司（以下简称"公司"）拟通过发行可转换公司债 券及支付现金的方式向常州优融、上海迈环、万里扬管理、芜湖华安、常州青枫、 常州星远、常州超领 ...

Core Viewpoint - The rare earth industry is experiencing significant growth, driven by rising prices and strong market sentiment, with the rare earth ETF showing impressive performance and attracting substantial capital inflows [1][4][5]. Group 1: Market Performance - As of July 28, 2025, the China Rare Earth Industry Index increased by 0.25%, with notable gains in constituent stocks such as Xiangdian Co. (+5.54%) and Keheng Co. (+2.96%) [1]. - The rare earth ETF managed by Harvest has achieved a three-day consecutive increase, with a weekly rise of 9.55% as of July 25, 2025, ranking first among comparable funds [1][4]. - The trading volume for the rare earth ETF was 4.51%, with a total transaction value of 1.72 billion yuan, and an average daily transaction of 3.90 billion yuan over the past week [4]. Group 2: Fund Performance - The latest scale of the rare earth ETF reached 3.799 billion yuan, marking a one-year high and ranking first among comparable funds [4]. - The fund's shares reached 2.631 billion, also a one-year high, indicating strong investor interest [4]. - Over the past year, the net asset value of the rare earth ETF has increased by 80.41%, placing it in the top 2.65% of index equity funds [4]. Group 3: Industry Insights - According to a report by Founder Securities, the rare earth and magnetic materials sector is performing well due to high market sentiment and rising prices for praseodymium and neodymium metals [5]. - The U.S. Department of Defense's support for MP Company with significantly higher price floors for praseodymium and neodymium (110 USD/kg) indicates the effectiveness of China's rare earth controls and suggests potential valuation increases for the sector [5]. - China holds a dominant position in the global rare earth supply chain, with market shares of 69% in rare earth concentrate production, 92% in rare earth smelting and separation, and 90% in rare earth permanent magnets [5].

Core Viewpoint - Guangdong Lingyi Intelligent Manufacturing Co., Ltd. has signed a strategic cooperation framework agreement with Zhejiang Qiangnao Technology Co., Ltd., a leading unicorn in the brain-computer interface sector, to enhance collaboration in various technological fields [1] Group 1 - The strategic cooperation aims to leverage both companies' strengths in the fields of embodied intelligent robots, joint modules, dexterous hands, and supporting structural components and core parts for long-term mutual benefits [1] - The partnership will involve joint market research, product development, and brand building for specific projects to expand quality markets and achieve mutual gains [1]

Group 1 - The report highlights a selection of convertible bonds for August, including leading companies in various sectors such as intelligent manufacturing, automotive semiconductors, natural gas, and pharmaceuticals [1][2][3] - The convertible bond market is experiencing a rise in valuations, with the median price of convertible bonds showing an upward trend, reaching historical highs [1][2][3] - The report suggests that investor risk appetite has increased, with a focus on sectors like coal, steel, and chemicals, indicating a potential for valuation recovery in these industries [2][3] Group 2 - The report emphasizes the importance of AI and robotics in driving the growth of high-end manufacturing, recommending attention to convertible bonds from companies like Lingyi and Wentai [3][4] - There is a noted increase in overseas demand for computing power, which may accelerate the industrialization of AI, with a focus on convertible bonds from companies like Huanxu and Shenshu [3][4] - The second half of the year is expected to see a recovery in the new energy and automotive parts sectors, with recommendations to monitor convertible bonds from Huayou and Mikirin [3][4] Group 3 - Lingyi Technology is recognized as a global leader in intelligent manufacturing, providing comprehensive AI terminal hardware solutions and maintaining a leading market share in precision components [8][9] - Shenshu focuses on enterprise-level network security and cloud computing, offering a range of products and services aimed at facilitating digital transformation for various industries [10][11] - Wentai Technology is a leading player in the automotive semiconductor sector, with a strong emphasis on high-quality, automotive-grade products that meet stringent industry standards [33][34] Group 4 - Huayou Cobalt is involved in the development and manufacturing of new energy lithium battery materials, with a vertically integrated supply chain from resource extraction to material production [39][40] - Mikirin has established a global production layout in the tire industry, enhancing its competitiveness through strategic investments in smart manufacturing facilities [48][49] - Dacelin is a prominent retail chain in the pharmaceutical sector, focusing on providing quality health products through a well-established supply and logistics system [29][30]

1. Report Industry Investment Rating No relevant content provided. 2. Core Viewpoints of the Report - North - Exchange convertible bonds have certain special features in terms of clause settings and transfer transactions, with relatively low overall issuance scale. In the current policy environment encouraging mergers and acquisitions, private placement convertible bonds may become an important tool for North - Exchange listed companies to introduce strategic investors and be widely used as a payment instrument for M&A. With the slowdown of new supply of public convertible bonds in the Shanghai and Shenzhen Stock Exchanges, continuous attention to North - Exchange related investment opportunities is recommended [2][13]. - Considering the impact of refinancing policies, the subsequent issuance pressure of convertible bonds is expected to be low. As the stock market recovers, the return of incremental funds in convertible bonds drives the valuation to a relatively high historical level, and attention should be paid to the risk of valuation correction. In terms of clauses, continue to focus on the space for lower - revision games, be vigilant against call risks, and appropriately focus on short - term game opportunities of near - maturity convertible bonds. Industries to focus on include popular themes, domestic demand - oriented sectors, central state - owned enterprises under the Chinese characteristic valuation system, and the military industry [16]. 3. Summary According to the Directory 3.1.转债周度专题与展望 3.1.1. 北交所转债怎么看？ - As of July 25, there were 5 convertible bond proposals on the North - Exchange. The current proposals are all private placement convertible bonds with an issuance scale within 150 million yuan. North - Exchange private placement convertible bonds usually do not have a "downward revision clause", suspend transfer 10 trading days before the end of the conversion period, have a clear 18 - month conversion restriction requirement, and a non - call period of at least 6 months [1][10]. - Taking the private placement convertible bonds of Youji Co., Ltd. as an example, it has obvious features in the initial conversion price, conditional call clause, non - downward revision clause, and put period. Other clauses are relatively conventional, with an issuance term of 6 years and a put trigger threshold of 70% [11][13]. 3.1.2. 周度回顾与市场展望 - This week, the three major stock indices fluctuated upward, with active trading and obvious rotation of hot sectors. The A - share market valuation is recovering. Measures such as large - scale equipment renewal and consumer goods replacement are expected to boost domestic demand, while export growth may decline. A weak resonance between the domestic economic fundamentals and the capital market is expected to gradually start [14][15]. - In terms of convertible bonds, considering the impact of refinancing policies, the subsequent issuance pressure is expected to be low. As the stock market recovers, the return of incremental funds drives the valuation to a relatively high historical level, and attention should be paid to the risk of valuation correction. Industries to focus on include popular themes, domestic demand - oriented sectors, central state - owned enterprises under the Chinese characteristic valuation system, and the military industry [16]. 3.2. 转债市场周度跟踪 3.2.1. 权益市场收涨，建材煤炭钢铁领涨 - This week, the major equity market indices rose. The market style was more inclined to small - cap value stocks. Among the 27 Shenwan industry indices, 27 rose and 4 fell. Building materials, coal, and steel industries led the market [19][22]. 3.2.2. 转债市场大涨，百元溢价率中位数抬升 - This week, the convertible bond market rose. The average daily trading volume increased. Most industries in the convertible bond market rose, with coal, building materials, and petroleum and petrochemical industries leading the gains. Only bank convertible bonds fell. Most individual bonds rose. In terms of price, the number of absolute low - price convertible bonds decreased, and the median price increased significantly. The weighted conversion value of the whole market increased, and the premium rate decreased [24][31][36]. 3.2.3. 不同类型转债高频跟踪 3.2.3.1. 分类估值变化 - This week, the valuations of equity - biased and balanced convertible bonds increased significantly, with a higher increase in balanced convertible bonds. The valuations of convertible bonds with a parity of 0 - 80 yuan and above 130 yuan decreased, while those of other parity convertible bonds increased. The valuations of most convertible bonds of each rating decreased, and the valuations of convertible bonds in each scale category decreased [51]. 3.2.3.2. 市场指数表现 - This week, convertible bonds of all ratings rose. Since 2023, high - rating AAA convertible bonds have shown stable performance, while low - rating convertible bonds have shown weaker anti - decline attributes and greater rebound strength. Convertible bonds of all scales rose this week [62][64]. 3.3. 转债供给与条款跟踪 3.3.1. 本周一级预案发行 - Two new convertible bonds were listed this week, and one was issued but not yet listed. The first - day closing prices of Libo Convertible Bonds and Guanghe Convertible Bonds were 129.46 yuan and 129.80 yuan respectively, with reasonable pricing. The scale of the to - be - listed Bo 25 Convertible Bonds is 2.802 billion yuan. There were 9 first - level approvals this week [69]. 3.3.2. 下修&赎回条款 - This week, 9 convertible bonds were expected to trigger downward revision, 9 announced no downward revision, 2 proposed downward revision, and 1 announced the downward - revision result. Thirteen convertible bonds were expected to trigger call, 4 announced no call, and 4 announced early call. As of the end of this week, 3 convertible bonds were still in the put declaration period, and 19 were in the company's capital reduction and settlement declaration period [73][77][79].

Core Viewpoint - Longgang District has successfully increased the number of enterprises despite global economic challenges, showcasing significant achievements in various sectors, driven by government support and tailored services for businesses [1][2]. Group 1: Enterprise Growth and Achievements - Longgang has added 26,000 new enterprises in the past year, leading the city in growth [1]. - Notable achievements include Huawei's new product launches, BYD's first vehicle from its Brazil factory, and advancements in intelligent robotics by Lingyi Zhizao [1]. - The district has seen companies innovate and develop new technologies, contributing to a vibrant business ecosystem [1]. Group 2: Government Support and Services - Longgang's government has implemented comprehensive support measures, including customized services for individual enterprises, which have been crucial for their success [1]. - The district has facilitated nearly 26,000 visits to service enterprises and addressed 2,389 requests with a completion rate exceeding 95% [2]. - Initiatives such as zero, exempt, and reduced rent policies have been introduced to support businesses at various growth stages [2]. Group 3: Focus on Artificial Intelligence - Longgang has integrated artificial intelligence into its strategic blueprint, hosting nearly 500 scenario matching events and facilitating over 2 billion yuan in enterprise collaborations [2]. - The district is developing 11 application scenario demonstration points to provide practical testing and data collection opportunities for businesses [2]. - Government projects are being aligned with AI and robotics to drive innovation and support the latest technological advancements [2]. Group 4: Long-term Commitment to Enterprises - Longgang has reiterated its commitment to being a strategic partner for enterprises, emphasizing a long-term relationship rather than a one-time engagement [3]. - The district aims to continue supporting businesses through ongoing initiatives and services [3].

Investment Rating - The industry rating is "Outperform the Market" [12] Core Insights - Apple's first foldable phone, iPhone Fold, is expected to launch in the second half of 2026 with a starting price of no less than $2000 [3] - The first mass-produced SiC waveguide XR glasses, Wigain Omnision, will be available by July 2025, featuring AI capabilities [4] - Tesla's Model Y L is set to be released in the fall of this year, with an estimated price of around 400,000 RMB [4] Summary by Sections Industry Dynamics - The iPhone Fold is anticipated to have a 7.8-inch inner screen and a 5.5-inch outer screen, with a thickness of 9mm to 9.5mm when folded and 4.5mm to 4.8mm when unfolded [3] - The new AR glasses from various manufacturers are expected to increase in the consumer market, leveraging SiC waveguide technology [4] Investment Recommendations - Suggested stocks to focus on in the consumer electronics sector include: Dalian Technology, OFILM, Sitaiwei, Guanghong Technology, Crystal Optoelectronics, Dongshan Precision, Pengding Holdings, Luxshare Precision, GoerTek, Changying Precision, Lingyi Technology, Lens Technology, Guoguang Electric, Kosen Technology, and Transsion Holdings [5]

Core Insights - The semiconductor industry has shown remarkable performance in the 2025 Fortune China 500 rankings, with 22 companies listed in the "Semiconductor and Electronic Components" category, of which 13 are primarily engaged in semiconductor business, and only two saw a decline in their rankings [1][5] Group 1: Semiconductor Industry Performance - TSMC ranked 35th in the Fortune China 500, up 20 places from last year, with a revenue of $90.167 billion in 2024, a year-on-year increase of 29.9%, and a net profit of $36.087 billion, up 31.9% [2][6] - The fastest-rising companies include Sunny Optical and Jiangsu Changjiang Electronics Technology, both improving by 72 places, with Sunny Optical's revenue reaching approximately 38.295 billion yuan, a 20.9% increase, driven by the recovery in the smartphone market and the rapid development of automotive intelligence [3][4] - Other notable companies include Lens Technology and Guangdong Lingyi iTech, both involved in AI glasses, with Lens Technology's revenue reaching 69.897 billion yuan, a 28.27% increase, and Lingyi iTech's revenue surpassing 44.2 billion yuan, a 29.56% increase [3][4] Group 2: Wafer Manufacturing Sector - The wafer manufacturing sector has seen significant advancements, with TSMC and SMIC ranking 35th and 291st respectively, with SMIC's revenue at $8.03 billion, a 27% increase [6][8] - North Huachuang has emerged as a leading A-share semiconductor company, achieving a net profit of 5.621 billion yuan, with a continuous growth rate exceeding 30% for ten consecutive years [6][7] - The global semiconductor manufacturing equipment market is projected to reach $125.5 billion by 2025, with a growth rate of 7.4%, driven by advancements in logic and memory sectors [7][8] Group 3: Strategic Decisions for Domestic Companies - Domestic wafer manufacturing companies face critical decisions on whether to fill the mid-to-low-end market gaps left by global competitors or to pursue high-end market shares [9] - The industry is warned against potential price wars as companies increase production capacity, emphasizing the need for high-value-added products to avoid structural overcapacity [8][9]