广东领益智造股份有限公司董事会薪酬与考核委员会 关于 2025 年员工持股计划相关事项的核查意见 广东领益智造股份有限公司（以下简称"公司"）董事会薪酬与考核委员会根 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》（以下简称"《证券法》"）、《关于上市公司实施员工持股计划试点的指导意 见》（以下简称"《指导意见》"）及《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》（以下简称"《自律监管指引第 1 号》"）等有关 法律、法规及规范性文件和《公司章程》的规定，认真审阅《广东领益智造股份 有限公司 2025 年员工持股计划（草案）》（以下简称"《员工持股计划（草案）》"） 及其摘要等相关会议资料，经全体委员充分全面的讨论和分析，现就公司 2025 年员工持股计划相关事项发表核查意见如下： 1、公司不存在《指导意见》《自律监管指引第 1 号》等法律、法规及规范性 文件规定的禁止实施员工持股计划的情形，公司具备实施本次员工持股计划的主 体资格。 2、本次员工持股计划实施前，公司已通过职工代表大会充分征求员工意见， 公司《员工持股计划（草案）》及其摘要的内容符合 ...

Core Viewpoint - The Tonghuashun Fruit Index concept has shown a positive performance, with a rise of 1.89%, ranking 8th among concept sectors, driven by significant gains in stocks like Dongshan Precision, Lante Optics, and Lingyi Itech, which increased by 5.14%, 3.94%, and 3.78% respectively [1]. Market Performance - The top-performing concept sectors today include: - Armament Restructuring Concept: +3.51% - PCB Concept: +3.29% - Co-packaged Optics (CPO): +2.63% - MicroLED Concept: +2.24% - AI PC: +2.17% - Storage Chips: +2.14% - MiniLED: +2.14% - Tonghuashun Fruit Index: +1.89% [2]. Capital Flow - The Tonghuashun Fruit Index concept sector experienced a net inflow of 717 million yuan, with 12 stocks receiving net inflows, and 7 stocks seeing inflows exceeding 50 million yuan. The leading stock in net inflow was Luxshare Precision, with a net inflow of 356 million yuan, followed by Lingyi Itech, Crystal Optoelectronics, and Industrial Fulian with net inflows of 159 million yuan, 77.63 million yuan, and 67 million yuan respectively [2][3]. Capital Inflow Ratios - The stocks with the highest net inflow ratios in the Tonghuashun Fruit Index concept are: - Lingyi Itech: 11.40% - Crystal Optoelectronics: 10.13% - Luxshare Precision: 9.16% [3]. Stock Performance - Notable stock performances include: - Luxshare Precision: +0.83% with a turnover rate of 1.64% - Lingyi Itech: +3.78% with a turnover rate of 2.40% - Crystal Optoelectronics: +1.49% with a turnover rate of 2.88% - Industrial Fulian: +2.72% with a turnover rate of 0.59% [3][4]. Additional Stock Insights - Other stocks with significant movements include: - Dongshan Precision: +5.14% with a turnover rate of 9.03% - Lante Optics: +3.94% with a turnover rate of 2.10% - A-share stocks like BOE Technology Group and Huaxin Technology also showed varied performances [4].

Market Performance - As of June 18, the AI PC concept index rose by 2.17%, ranking fifth among concept sectors, with 33 stocks increasing in value [1] - Notable gainers included Zhongjing Electronics, which hit the daily limit, and other companies like Wanyuantong, Hongxin Electronics, and Shengli Precision, which rose by 6.59%, 6.47%, and 5.86% respectively [1] - The sector also saw some declines, with Haopeng Technology, Changying Precision, and Danghong Technology falling by 1.55%, 0.66%, and 0.45% respectively [1] Capital Flow - The AI PC sector experienced a net inflow of 689 million yuan from major funds, with 19 stocks receiving net inflows and 5 stocks exceeding 100 million yuan in net inflow [2] - Zhongjing Electronics led the net inflow with 166 million yuan, followed by Lingyi Zhi Zao, Yidao Information, and Shengli Precision with net inflows of 159 million yuan, 124 million yuan, and 120 million yuan respectively [2] Stock Performance Metrics - Zhongjing Electronics, Yidao Information, and Lingyi Zhi Zao had the highest net inflow ratios at 28.81%, 13.00%, and 11.40% respectively [3] - The top stocks in the AI PC concept based on daily performance included Zhongjing Electronics with a 10.01% increase and a turnover rate of 11.18% [3] - Other notable performers included Lingyi Zhi Zao with a 3.78% increase and a turnover rate of 2.40%, and Yidao Information with a 4.99% increase and a turnover rate of 35.85% [3]

Group 1 - The rare earth permanent magnet sector experienced a decline of 2.57%, ranking among the top losers in the concept sector, with companies like Ningbo Yunsheng and Huayang New Materials hitting the daily limit down [1][2] - Among the stocks in the rare earth permanent magnet sector, five stocks saw price increases, with Huawu Co., Ltd. rising by 5.92%, Fangbang Co., Ltd. by 4.30%, and Lingyi Intelligent Manufacturing by 3.78% [1][2] - The sector faced a net outflow of 2.44 billion yuan from major funds, with 49 stocks experiencing outflows, and nine stocks seeing outflows exceeding 100 million yuan, led by Ningbo Yunsheng with a net outflow of 274.4 million yuan [2][3] Group 2 - The top net outflow stocks in the rare earth permanent magnet sector included Ningbo Yunsheng, Northern Rare Earth, and China Rare Earth, with net outflows of 274.4 million yuan, 232 million yuan, and 191.2 million yuan respectively [2][3] - The stocks with the highest net inflows included Lingyi Intelligent Manufacturing, Huawu Co., Ltd., and China Aluminum, with net inflows of 159 million yuan, 52.78 million yuan, and 44.94 million yuan respectively [4]

Group 1: Liquidity and Performance of Rare Earth ETF - The liquidity of the Rare Earth ETF managed by Jiashi has a turnover rate of 2.9% with a transaction volume of 71.903 million yuan [2] - Over the past week, the average daily transaction volume of the Rare Earth ETF reached 174 million yuan, ranking first among comparable funds [2] - The fund's scale increased by 244 million yuan in the past week, also ranking first among comparable funds [2] - The number of shares increased by 22.2 million in the past week, achieving significant growth and ranking first among comparable funds [2] - In the last five trading days, there were net inflows on four days, totaling 338 million yuan [2] - As of June 17, the net value of the Rare Earth ETF has risen by 34.53% over the past year, ranking 284 out of 2854 in the index stock fund category, placing it in the top 9.95% [2] - The highest monthly return since inception was 41.25%, with the longest consecutive monthly increase being four months and the longest increase percentage being 83.89% [2] Group 2: Key Holdings and Market Dynamics - As of May 30, 2025, the top ten weighted stocks in the China Rare Earth Industry Index accounted for 57.28% of the index, including Northern Rare Earth, China Rare Earth, and others [2] - Recent reports indicate a phased relaxation of rare earth export controls, allowing some rare earth magnetic material companies to obtain export licenses, although controls are not fully lifted [4] - The demand for rare earth materials is expected to remain strong due to sectors like new energy vehicles, home appliances, and wind power, with potential upward pressure from humanoid robots [5] - The market anticipates a reversal in supply and demand dynamics, with rare earths expected to benefit from both profit and valuation increases due to tariff policies exceeding market expectations [5]

Investment Rating - The investment rating for the company is "Buy" [4] Core Views - The company is adjusting its fundraising project for the "Carbon Fiber and Heat Dissipation Precision Parts R&D and Production Project," increasing the total investment from 266 million to 743 million yuan to enhance production capacity and meet market demand [2] - A new fundraising project for "Key Components and Complete Machine Upgrading for Humanoid Robots" is introduced with an investment of 50 million yuan, aimed at enhancing R&D and system integration capabilities in high-end intelligent manufacturing [3] - The company has launched a 2025 Employee Stock Ownership Plan (ESOP) to attract and retain key talent, with a target of 26.4 million shares, representing 0.38% of the total share capital [4][7] Financial Projections - The company forecasts revenue for 2025-2027 to be 50.141 billion, 59.080 billion, and 69.267 billion yuan, with year-on-year growth rates of 13.42%, 17.83%, and 17.24% respectively [8] - The projected net profit for the same period is 2.500 billion, 3.403 billion, and 4.193 billion yuan, with growth rates of 42.58%, 36.10%, and 23.23% respectively [8] - Earnings per share (EPS) are expected to be 0.36, 0.49, and 0.60 yuan for 2025, 2026, and 2027 respectively [8] Financial Summary - The company's total revenue for 2025 is estimated at 50.141 billion yuan, with a net profit of 2.500 billion yuan and a gross margin of 16.9% [10] - The projected PE ratios for 2025, 2026, and 2027 are 22.99x, 16.89x, and 13.71x respectively [10] - The company aims for a net profit growth rate of not less than 10%/20%/30% for the years 2025-2027 compared to 2024 [7]

Core Viewpoint - The company, Guangdong Lingyi Intelligent Manufacturing Co., Ltd., announced adjustments to its fundraising projects, increasing the investment in the "Carbon Fiber and Heat Dissipation Precision Parts R&D and Production Project" from 266 million yuan to 743 million yuan, and introducing a new project for upgrading capabilities in humanoid robot key components and complete machine processing with an investment of 50 million yuan [2][3]. Group 1: Fundraising Project Adjustments - The original investment for the "Carbon Fiber and Heat Dissipation Precision Parts R&D and Production Project" is increased by 477 million yuan to meet the growing market demand, bringing the total investment to 743 million yuan [2]. - The additional funds will be used for the development and production of new heat management products and to purchase equipment to expand production capacity [2]. Group 2: New Project Introduction - The newly added project, "Humanoid Robot Key Components and Complete Machine Processing Capability Upgrade Project," has a total investment of 137 million yuan, with 50 million yuan sourced from the fundraising [3]. - The project aims to develop core components such as body structure parts, servo motors, drivers, reducers, and joint modules, as well as solutions for high-power charging and heat dissipation [3]. - The project is seen as a strategic move to diversify the company's growth and enhance its capabilities in the robot industry, transitioning from component supply to complete assembly [3].

Core Viewpoint - The company is adjusting its fundraising projects and amounts to enhance the efficiency of fund utilization, with a significant increase in investment for the carbon fiber project and the introduction of a new project focused on humanoid robots [2] Group 1: Fundraising Adjustments - The total investment for the original fundraising project "Research and Production of Carbon Fiber and Heat Dissipation Precision Parts" is increased from 266 million to 743 million [2] - A new fundraising project "Upgrading Key Components and Assembly Capabilities for Humanoid Robots" is introduced with a planned investment of 50 million [2] Group 2: Project Implementation - The company plans to conduct research, testing, and trial production of robot-related structural components and complete products across multiple locations including Shenzhen, Dongguan, Suzhou, and Yangzhou [3] - The project aims to develop core components such as body structure parts, servo motors, drivers, reducers, and joint modules, as well as solutions for high-power charging and heat dissipation [3] Group 3: Technological Advancements - The project will introduce advanced research and testing equipment such as five-axis CNC machines, 3D printers, and laser tracking devices to enhance the professional and systematic level of the R&D platform [4] - The company has a strong foundation in high-strength material processes and structural design, which will support the development of core components for humanoid robots [4] Group 4: Strategic Importance - The new project is a crucial strategic move for the company to capture industry development opportunities and diversify its growth trajectory [3] - The integration of the robot industry chain from key components to complete systems will enhance the company's participation in the robotics ecosystem [3]

Group 1 - The company, Lingyi Technology, is convening the first bondholders' meeting for its convertible bonds on July 4, 2025, to discuss important proposals [1][2][3] - The meeting will include both on-site and online voting options for bondholders, with specific time slots for each voting method [2][3] - Key proposals to be discussed include adjustments to certain fundraising projects and amendments to the rules governing bondholders' meetings [3][4][6] Group 2 - Bondholders must register to attend the meeting, providing necessary identification and documentation [4][5] - The registration period is set for June 30, 2025, with specific instructions for both in-person and online participation [4][5] - The company has provided detailed procedures for online voting through the Shenzhen Stock Exchange's systems [5][6]

Core Points - The document outlines the rules for the board of directors of Guangdong Lingyi Intelligent Manufacturing Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency and scientific decision-making [1][2][3] Board Composition and Responsibilities - The board consists of seven directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][2] - The board is responsible for exercising powers granted by laws, regulations, the company's articles of association, and the shareholders' meeting [1][2] Committees and Their Functions - The board establishes specialized committees, including the audit committee, nomination committee, compensation and assessment committee, and strategy and development committee, with independent directors holding a majority in certain committees [2][3] - The audit committee is tasked with reviewing financial information and supervising internal controls, requiring a majority agreement from its members before submitting matters to the board [19][27] Director Qualifications and Duties - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors have fiduciary duties to act in the company's best interests, avoid conflicts of interest, and maintain confidentiality [4][5] Meeting Procedures - The board must hold at least two regular meetings annually, with special meetings called as needed, requiring prior notice to all directors [24][41] - Decisions require a majority vote from attending directors, and directors must attend in person or delegate their voting rights appropriately [46][47] Voting and Decision-Making - Voting is conducted on a one-person, one-vote basis, and directors must declare any conflicts of interest before voting on related matters [55][56] - The board must adhere strictly to the powers granted by the shareholders' meeting and the company's articles of association when making decisions [56][57] Documentation and Record-Keeping - Meeting records must be maintained, including attendance, agenda, and voting results, with a retention period of at least ten years [60][65] - The board secretary is responsible for organizing and preserving meeting documentation and ensuring compliance with disclosure requirements [34][35]