上海市通力律师事务所 关于苏州金鸿顺汽车部件股份有限公司 2024 年年度股东大会的法律意见书 上海市通力律师事务所(以下简称"本所")接受苏州金鸿顺汽车部件股份有限公司(以 下简称"公司")的委托, 指派本所严雪瑾律师、赵伯晓律师(以下简称"本所律师")根据 《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规 和规范性文件(以下统称"法律法规")及《苏州金鸿顺汽车部件股份有限公司章程》(以下 简称"公司章程")的规定就公司 2024 年年度股东大会(以下简称"本次股东大会")相关 事宜出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了 核查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有 签署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有 效的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见, 并 不对本次股东大会 ...

一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 20 日 证券代码：603922 证券简称：金鸿顺 公告编号：2025-024 苏州金鸿顺汽车部件股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 (二)股东大会召开的地点：张家港经济技术开发区长兴路 30 号，公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 156 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 86,796,341 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 48.4355 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，以现场投票和网络投票相结合的方式召开， 现场会议由公司董事长刘栩先生主持。本次股东大会的召集、召开和表决方 ...

Investment Rating - The report maintains a "Positive" outlook for the automotive industry, expecting the industry index to outperform the market index by over 5% in the next six months [5]. Core Insights - The automotive industry has shown resilience with the Shanghai Composite Index rising by 1.12% and the Shenwan Automotive Industry Index increasing by 2.40%, outperforming the market by 1.29 percentage points, ranking third among 31 primary industries [1]. - The export of Chinese automobiles has been growing significantly, with a year-on-year increase of 6% in the first four months of 2025, and a remarkable 52.6% growth in new energy vehicle exports [4]. - The report highlights a shift in major automotive manufacturers towards exploring export markets due to intense domestic competition, with a notable increase in the export of fuel vehicles [4]. Market Performance - As of May 16, 2025, the Shenwan Automotive Sector's Price-to-Earnings (PE) ratio (TTM) stands at 26.74 times, which is at the 34.72 percentile of the past five years [1]. - Among 294 listed companies in the automotive sector, 192 experienced stock price increases, with the top three gainers being Chengfei Integration (+61.09%), Zhaofeng Co. (+34.78%), and New Coordinates (+26.17%) [1]. Industry Data - The report provides insights into the prices of key raw materials, noting that the price of lithium carbonate averaged 64,500 yuan per ton, with a weekly decline of 1.15% [3]. - The price of float glass (4.8/5mm) is reported at 13,183,000 yuan per ton, reflecting a slight increase of 0.10% [2]. Technological Collaboration - Many automotive companies are collaborating with third-party solution providers like Huawei and DJI for smart driving technology, adopting a "self-research + cooperation" model to enhance competitiveness and innovation [8].

Group 1: Market Performance - The three major indices showed fluctuations, with the Shanghai Composite Index closing flat, the Shenzhen Component down 0.08%, and the ChiNext Index down 0.33%. Over 3,300 stocks rose in the two markets, with a total trading volume of approximately 1.09 trillion yuan [2] Group 2: Shipping and Port Sector - The port and shipping sector saw significant gains, with Lianyungang (601008.SH), Nanjing Port (002040.SZ), and Ningbo Maritime (600798.SH) rising by 10%. Ningbo Ocean Shipping (601022.SH) also experienced a substantial increase [2] - Huayuan Securities noted that the 90-day US-China tariff window has triggered a surge in shipping demand on US routes, which is expected to boost both volume and price. Additionally, Asian route shipping rates may benefit from spillover effects, positively impacting related companies' performance [2] Group 3: Real Estate Sector - The real estate sector strengthened, with Shahe Co. (000014.SZ) rising by 10%, and Vanke A (000002.SZ), Poly Developments (600048.SH), Tianbao Infrastructure (000965.SZ), and Shibei Hi-Tech (600604.SZ) also seeing increases [2] - The National Bureau of Statistics indicated that the real estate market stabilized in April due to various policies aimed at promoting recovery. Future demand for green, smart, and safe housing is expected to grow, with significant prospects for upgrading old residential areas and improving real estate construction quality [2] Group 4: Mergers and Acquisitions - Mergers and acquisitions concept stocks showed strong movements, with Guangzhi Technology (300489.SZ) and Jinlihua Electric (300069.SZ) rising by 20%, and Zongyi Co. (600770.SH), Binhai Energy (000695.SZ), and Jinhongshun (603922.SH) increasing by 10% [3] - The China Securities Regulatory Commission recently announced amendments to the "Management Measures for Major Asset Restructuring of Listed Companies," encouraging private equity funds to participate in mergers and acquisitions, establishing simplified review procedures, and introducing a phased payment mechanism [3] Group 5: Food Processing Sector - The food processing and manufacturing sector performed well, with Three Squirrels (300783.SZ), Liangpinpuzi (603719.SZ), Jinzhai Food (003000.SZ), and Maiqu'er (002719.SZ) all seeing increases [4] - The Ministry of Commerce and the National Development and Reform Commission jointly released the "Measures for Promoting and Managing the Catering Industry," which will take effect on June 15, 2025. The measures include 25 provisions aimed at promoting the industry, including support for international cooperation, digital development, and local specialty catering cultivation [4]

Market Overview - A-shares showed mixed performance on May 19, with the Shanghai Composite Index closing flat at 3367.58 points and a trading volume of approximately 437.2 billion yuan [1] - The Shenzhen Component Index fell by 0.08% to 10171.09 points, with a trading volume of about 649.3 billion yuan [1] - The ChiNext Index decreased by 0.33% to 2032.76 points, with a trading volume of around 290.3 billion yuan [1] Sector Performance - The port and shipping sector, real estate, and merger and acquisition concept stocks saw significant gains, with several stocks hitting the daily limit [1][2] - Notable gainers included An Cai High-Tech, Binhai Energy, and Jin Hongshun, all of which reached the daily limit [1] - Conversely, the robotics sector experienced a downturn, with stocks like Longxi Co. dropping over 5% [1] Institutional Insights - Jifeng Investment Advisory noted that the market is stabilizing after recent fluctuations, with policy support expected to drive further gains in A-shares. Investors are advised to enter the market on dips, focusing on merger and acquisition themes and digital economy sectors [3] - Huatai Securities indicated that A-shares are in a weak stabilization phase, with ongoing capacity clearing. The market is expected to maintain a "top and bottom" state, favoring a balanced investment approach across dividends, domestic demand, and technology sectors [3] - CITIC Securities highlighted the collaboration between major companies like Huawei and Tencent with robotics manufacturers, which is anticipated to accelerate the commercialization of humanoid robots and attract more investment into the robotics sector [3] Policy Developments - The Ministry of Industry and Information Technology and eight other departments issued a directive to accelerate the high-quality development of the technology service industry, focusing on research and development, technology transfer, and enterprise incubation [4] - The directive aims to enhance the integration of technology innovation with industrial development, promoting advanced green technologies and deepening the collaboration across various industries [4] Talent Development - Shanghai has launched a plan to cultivate 50,000 certified live-streaming economy talents from 2025 to 2027, with a focus on expanding training and optimizing the talent structure [5] - The initiative aims to match the supply and quality of live-streaming skills with the demands of the live-streaming economy, enhancing career development pathways for skilled professionals [5]

Market Overview - The A-share market experienced a narrow fluctuation on May 19, with the Shanghai Composite Index closing flat, the Shenzhen Component Index down 0.08%, and the ChiNext Index down 0.33% [2][3] - Over 3,500 stocks in the market rose, with more than 100 stocks increasing by over 9% [5] Sector Performance - The chemical fiber sector showed strength, while the port shipping, real estate, and food processing manufacturing sectors had notable gains. Conversely, the robotics, liquor, small metals, and chemical pharmaceuticals sectors faced declines [5] - M&A concept stocks surged against the trend, with nearly 20 stocks, including Jinlihua Electric and Jiangtian Chemical, hitting the daily limit [6] Capital Flow - Main capital inflows were observed in the real estate, aerospace, and food and beverage sectors, while there were outflows from the automotive, consumer electronics, and internet services sectors [7] - Specific stocks such as Jincai Hulian, Midea Group, and Zhaoyi Innovation saw net inflows of 427 million, 379 million, and 351 million respectively [8] - In contrast, Hongbaoli, BYD, and Tongda Co. experienced net outflows of 817 million, 554 million, and 383 million respectively [9] Institutional Insights - Huatai Securities noted that the A-share market is in a weak stabilization phase of the inventory cycle, with continued capacity clearance. The market is expected to be in a state of "top and bottom" [10] - Zhongtai Securities highlighted the dividend attributes of bank stocks, recommending attention to major banks and quality city commercial banks due to improved cost-effectiveness of high dividends [10] - Huajin Securities emphasized that liquidity is loose and policies are proactive, suggesting a sustained strong oscillation in the A-share market [11]

Mergers and Acquisitions - Multiple companies are experiencing stock price increases due to merger and acquisition activities, with notable gains including Zongyi Co. at 10.10% and Daqimo at 10.06% [2][3] - New entrants in the market such as Binhai Energy and Jinhongshun also saw significant increases of 10.00% and 9.98% respectively, attributed to similar merger activities [2] - The trend continues with companies like Huayuan Real Estate and Hunan Development achieving first board listings with gains of 9.94% and 9.97% [3] Shipping and Ports - Following the implementation of tariff adjustments between China and the US, there has been a surge in container bookings from China to the US, positively impacting shipping and port stocks [4] - Nanjing Port, Ningbo Shipping, and Lianyungang have all recorded five consecutive days of price increases, with gains of 9.97%, 10.04%, and 10.07% respectively [4][6] Robotics - The robotics sector is gaining attention, with Nvidia's CEO indicating that all mobile devices will become robots, potentially revolutionizing the industrial sector [7] - Companies like Zhongchao Holdings and Xinlong Health have seen stock increases of 10.13% and 10.01% respectively, driven by advancements in robotics [8] Chemical Products - Recent price hikes in chemical products such as dibutyl phthalate and hydroxyl esters have drawn market attention, benefiting companies like Zhongyida and Youfu Co. with stock increases of 9.99% and 10.04% [10][11] Food and Beverage - The release of new regulations by the Ministry of Commerce and the National Development and Reform Commission is expected to boost the food and beverage sector, with stocks like Jiaoda Angli and Baihe Co. seeing gains of 10.00% and 10.01% [12][15] Military and Aerospace - The debut of the "Jiutian" drone at the 15th China Airshow is anticipated to enhance the military sector, with companies like Chengfei Integration and Lijun Co. achieving stock increases of 10.00% and 10.02% [16][19] Nuclear Power - The announcement of procurement projects by China Fusion Energy Co. is expected to stimulate the nuclear power sector, benefiting companies like Wangzi New Materials and Baili Electric with stock increases of 9.99% and 9.92% [16][17] Venture Capital - Recent regulatory changes encouraging private equity participation in mergers and acquisitions are positively impacting venture capital stocks, with companies like Jiuding Investment and Electronic City seeing gains of 10.01% and 9.90% [19] Pet Economy - The pet economy is projected to grow significantly, with companies like Yuande Pet and Tianyuan Pet achieving stock increases of 9.98% and 20.00% [20][21] Carbon Fiber - Price increases in carbon fiber products have been reported, benefiting companies like Jilin Chemical Fiber with a stock increase of 10.04% [22][23] Smart Driving - The Ministry of Industry and Information Technology's push for mandatory standards in smart connected vehicles is expected to drive growth in the automotive sector, with companies like Wan'an Technology and Luchang Technology seeing stock increases of 10.00% [26][27] Rare Earth Permanent Magnets - Tightening supply of rare earth materials due to export controls has led to price increases, benefiting companies like Huayang New Materials and Jiuwu High-Tech with stock increases of 10.10% and 20.02% [28][29] Huawei Harmony - Huawei's upcoming product launch is expected to positively impact related stocks, with companies like Dongfang Zhongke and Dahua Intelligent seeing stock increases of 10.01% and 9.94% [30]

Core Viewpoint - The recent amendments to the major asset restructuring management measures by the China Securities Regulatory Commission (CSRC) are expected to boost market confidence and enhance the enthusiasm for mergers and acquisitions (M&A) in the market [2][5][8]. Group 1: Policy Changes and Market Impact - The CSRC has introduced a series of arrangements in the revised restructuring measures, including simplifying review processes, innovating transaction tools, and enhancing regulatory inclusiveness [2][4]. - The new simplified review process allows certain restructuring transactions to bypass the review by the M&A committee of the stock exchange, with the CSRC making registration decisions within five working days [4][5]. - The restructuring measures have led to a significant increase in M&A activity, with over 1,400 asset restructuring disclosures and more than 160 major asset restructurings reported since September 2024 [7][8]. Group 2: Market Trends and Investment Opportunities - Analysts highlight four key investment directions: strengthening leading technology companies, industry consolidation in traditional sectors, increased willingness for state-owned enterprise (SOE) value management through M&A, and diverse options for unlisted companies considering M&A [9][10]. - The current M&A wave is characterized by two main trends: consolidation among SOEs and M&A activities focused on "hard technology" sectors, driven by supportive policies and market conditions [9][10]. - Potential M&A targets include undervalued SOEs looking to enhance their valuations through restructuring and "hard technology" companies that have established platform layouts and disclosed M&A intentions [10].

Core Viewpoint - The recent amendments to the major asset restructuring management measures by the China Securities Regulatory Commission (CSRC) are expected to boost market confidence and enhance the enthusiasm for mergers and acquisitions (M&A) [1][4][7]. Group 1: Market Reaction - M&A and venture capital concept stocks surged in early trading, with notable stocks like Jinlihua Electric and Guangzhi Technology hitting the 20% limit up [1][3]. - A total of over 1400 asset restructuring announcements have been disclosed since the release of the "Six M&A Measures" in September 2024, with significant increases in both the number and value of major asset restructurings [6][7]. Group 2: Regulatory Changes - The new restructuring measures simplify the review process, allowing certain transactions to bypass the M&A committee's review, with the CSRC making decisions within five working days [3][4]. - The measures also introduce a phased payment mechanism for share-based acquisitions, extending the registration decision validity period to 48 months [3][4]. Group 3: Investment Trends - Analysts highlight four key investment directions: strengthening leading technology companies, traditional sector consolidation, increased willingness for state-owned enterprise (SOE) value management, and diverse options for unlisted companies [8]. - The integration of SOEs and "hard technology" M&A has emerged as the two main trends in the current wave of restructuring, driven by policy support and market dynamics [9].

Group 1 - The new merger and acquisition regulations have been officially implemented by the China Securities Regulatory Commission, simplifying review processes and enhancing regulatory inclusiveness [5][9] - The market reacted positively to the new regulations, with the Wande restructuring index leading gains and nearly 10 constituent stocks hitting the daily limit [6][9] - Notable stocks that surged include Wuxin Equipment, which rose by 24.42%, and Meilihua Electric, which increased by 20% [7] Group 2 - The real estate sector showed resilience amid expectations of interest rate cuts, while the shipping and port sectors experienced significant gains, with Nanjing Port achieving five consecutive trading limits [2][6] - Conversely, the robotics and PEEK materials sectors faced collective declines, with stocks like Longxi Co. hitting the daily limit down [3][4] - The ST sector also saw a wave of limit-up stocks, with nearly 20 stocks reaching their daily limit [8][9]