上海市锦天城律师事务所 关于浙江银轮机械股份有限公司 2025 年第二次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 法律意见书 致：浙江银轮机械股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受浙江银轮机械股份有限 公司（以下简称"公司"）委托，就公司召开 2025 年第二次临时股东大会（以 下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下 简称《公司法》）、《上市公司股东会规则》等法律、法规、规章和其他规范性 文件以及《浙江银轮机械股份有限公司章程》（以下简称《公司章程》）的有关 规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东大会所涉及的相关事 项进行了必要的核查和验证，核查了本所认为出具该法律意见书所需的相关文件、 资料，并参加了公司 ...

Core Viewpoint - The report from Guoyuan Securities indicates that Yinlun Co., Ltd. achieved a net profit attributable to shareholders of 230 million yuan in Q3 2025, representing a year-on-year increase of 14.48% and a quarter-on-quarter increase of 0.68% [1] - For the first nine months of 2025, the company reported a net profit of 672 million yuan, reflecting a year-on-year growth of 11.18% [1] Business Performance - The thermal management business has expanded its boundaries, demonstrating effective multi-business collaboration [1] - In the data center sector, the company has developed a comprehensive liquid cooling product matrix covering both inside and outside server cabinets, including megawatt-level immersion cooling equipment and precision air conditioning combined with cooling towers, with some products gradually ramping up production while others are in the validation stage [1] - The customer layout has achieved a breakthrough with a "3+3+N" strategy, and project cooperation is progressing positively [1] Technological Advancements - The company has successfully passed the "ASPICE Level 2 Certification," which signifies a standardized and efficient automotive electronic software development process, highlighting improvements in both technology and management capabilities [1] - This certification is expected to inject strong momentum into the long-term development of the automotive business [1] Investment Rating - Due to the recent significant increase in stock price and a reduction in short-term safety margins, the investment rating has been adjusted from "Buy" to "Hold," while the long-term logic and fundamental assessment remain unchanged [1]

Group 1 - The core viewpoint of the report is that Minsheng Securities has given a "recommended" rating to Yinlun Co., Ltd. (002126.SZ) based on its solid performance and growth prospects [1] Group 2 - The company's Q3 2025 performance is in line with expectations, indicating stable profitability [1] - The overseas strategic upgrade has shown results, leading to a new breakthrough in global operational quality [1] - The digital energy business is set to ramp up, with continuous breakthroughs in order volume [1] - The embodied intelligence business is accelerating, with a continuously expanding product range [1]

Core Insights - Pension funds have increasingly invested in the secondary market, appearing in the top ten shareholders of 146 stocks by the end of Q3, with 54 new entries and 27 increased holdings [1][2] - The total shareholding of pension accounts reached 1.282 billion shares, with a total market value of 30.927 billion yuan [1] - The most significant holdings include Tongling Nonferrous Metals and CNOOC Development, with respective holdings of 69.1589 million shares and 65.3843 million shares [1][2] Summary by Category Shareholding Details - Pension accounts are the third-largest shareholder in Blue Sky Technology, holding 20.781 million shares, which is 6.78% of the circulating shares [1] - The highest shareholding by pension accounts is in Tongling Nonferrous Metals, with 69.1589 million shares, followed by CNOOC Development with 65.3843 million shares [1][2] Performance and Trends - Among the stocks held by pension accounts, 94 companies reported net profit growth in their Q3 reports, with the highest growth seen in Rongzhi Rixin, which achieved a net profit of 26.8952 million yuan, a year-on-year increase of 889.54% [2] - The longest-held stock by pension accounts is Yinlun Co., which has appeared in the top ten shareholders for 32 consecutive reporting periods, currently holding 14.1227 million shares, a decrease of 36.45% from the previous quarter [2] Sector Distribution - Pension accounts predominantly invest in the main board with 95 stocks, followed by 18 in the Sci-Tech Innovation Board and 33 in the Growth Enterprise Market [2] - The primary sectors for pension fund investments are machinery and medical biology, with 23 and 14 stocks respectively [2]

Core Insights - The report indicates that as of October 29, 2025, a total of 9 institutional investors hold shares in Shengda Bio (603079.SH), with a combined holding of 98.73 million shares, representing 52.23% of the company's total equity [1] - The institutional holding ratio has increased by 0.05 percentage points compared to the previous quarter [1] - In terms of public funds, 18 public funds have not disclosed their holdings this quarter, including notable funds such as CITIC Prudential Multi-Strategy Mixed (LOF) A and others [1] Institutional Holdings - 9 institutional investors disclosed their holdings in Shengda Bio, with a total of 98.73 million shares [1] - The institutional investors include Zhejiang Shengda Group Co., Ltd., Tian Tai Wan Jian Investment Development Center (Limited Partnership), and several private equity funds [1] - The total institutional holding ratio stands at 52.23%, reflecting a slight increase from the previous quarter [1] Public Fund Holdings - 18 public funds did not disclose their holdings this quarter, which includes funds like CITIC Prudential Multi-Strategy Mixed (LOF) A and others [1] - The lack of disclosure from these public funds may indicate a stable investment strategy or a lack of significant changes in their positions [1]

Group 1 - The report highlights that the wealth management market in China has seen a significant increase in scale, reaching a new high despite valuation rectification pressures, with a third-quarter increase of 1.46 trillion yuan, which is 620 billion yuan more than the same period last year [5] - The report indicates that the financial institutions' deposit growth has slowed down, with a total increase of 4.76 trillion yuan in deposits in the third quarter, which is a decrease of 400 billion yuan year-on-year [5] - The wealth management and bond fund scales have shown a year-on-year decrease in the second half of the year, while deposits have started to recover [5] Group 2 - The report discusses the growth potential of the pool cleaning robot industry, which has a current market size of 2.5 billion USD and is expected to grow to 4.21 billion USD by 2029, with a CAGR of 11.1% from 2024 to 2029 [6] - The company is positioned as a leading player in the pool cleaning robot market, holding a 9.2% market share and ranking third globally, with the top five manufacturers accounting for approximately 74.9% of the market [6] - The report emphasizes the company's competitive advantages, including strong R&D capabilities, comprehensive product offerings, and a robust multi-channel sales strategy [6] Group 3 - The report notes that the company has experienced a slowdown in revenue growth, with a 2025 year-to-date revenue of 1.76 billion yuan, reflecting an 18.7% increase year-on-year, while net profit has decreased by 29% [11] - The company is expected to face continued pressure on profitability due to significant investments in new product molds [11] - The report projects net profits for the company to be 121 million yuan, 145 million yuan, and 171 million yuan for 2025, 2026, and 2027, respectively, indicating a decline in 2025 followed by growth in subsequent years [11] Group 4 - The report indicates that the company has achieved a significant increase in revenue and net profit, with a third-quarter revenue of 19.68 billion yuan, representing a 129.19% year-on-year growth [31] - The new game "杖剑传说" has contributed significantly to the company's revenue growth, with total revenue from this game reaching 11.66 billion yuan in the first three quarters of 2025 [31] - The report highlights the company's strong performance in overseas markets, with a 59.46% year-on-year increase in overseas revenue [33]

Macro Strategy - The Federal Reserve's interest rate decisions are influenced by historical missions, evolving from a stabilizer to a highly independent central bank focused on maximizing employment and price stability [1] - The Taylor rule suggests only one rate cut in 2026, while traders are pricing in 2.7 cuts, with expectations of at least three cuts in 2026, potentially lowering the policy rate to 2.75-3.0% [1] - A more accommodative monetary policy could lead the U.S. economy from a soft landing to expansion, impacting market dynamics such as lower short-term Treasury yields and higher long-term yield premiums [1] Tourism Investment - The emotional need for happiness drives mainland Chinese tourists to seek cultural experiences abroad, with 39.8% prioritizing happiness through travel, 13.6 percentage points higher than the global average [2] - High cultural value is essential for tourism activities favored by Chinese tourists, with significant demand for pop culture events and related merchandise [2] - Classic cultural IPs significantly enhance long-term tourism spending, as seen with Disney and iconic film locations like New Zealand's "The Lord of the Rings" [2] Fixed Income - Credit expansion across industries remains moderate, with structural differentiation evident, as overall leverage has not returned to pre-pandemic levels [4] - Industries currently experiencing credit expansion include light manufacturing, electronics, and public utilities, characterized by stable cash flows and predictable capital expenditure returns [4] - Sectors facing credit contraction include real estate and consumer goods, which require broader economic recovery to boost demand [4] Non-Banking Financial Sector - The wealth management industry is transitioning from a seller-driven model to a buyer advisory model, influenced by rapid fintech development and increasing national wealth [5] Automotive Industry - 2025 marks a pivotal year for automotive smart technology, with significant advancements in urban NOA (Navigation on Autopilot) capabilities among leading manufacturers [6] - A comparative evaluation of six smart driving suppliers indicates that Huawei and XPeng lead in overall performance, while other manufacturers are closing the gap [6] Non-Banking Financial Sector Insights - The non-banking sector is experiencing an upward trend in market conditions, with public fund holdings in this sector remaining relatively low, indicating potential for growth [8] Company-Specific Reports - Shoulu Hotel's RevPAR decline is narrowing, with ongoing optimization in store openings and structural upgrades, leading to adjusted profit forecasts for 2025-2027 [9] - Xingrong Environment's Q3 performance exceeded expectations, driven by stable pricing mechanisms and growing operational capacity in wastewater treatment [10] - The semiconductor and display sectors are expected to see continued growth, with significant orders and product deliveries enhancing revenue prospects for companies like Jingce Electronics [11] Energy and Environment - Nanfang Storage's Q3 results reflect a strong revenue increase, supported by new project launches and stable pricing in the energy sector [13] - The company is well-positioned for future growth with a focus on energy storage solutions and expanding its market presence [13] Miscellaneous Company Reports - Companies like China Ping An and Huazhong Technology are adjusting profit forecasts upward due to improved operational performance and market conditions [38][39] - The food industry is seeing mixed results, with companies like Anji Food adjusting profit expectations due to fluctuating demand and cost pressures [30][34]

Core Viewpoint - The article highlights the performance of leading companies in the liquid cooling sector during the third quarter, emphasizing the growth driven by the demand for AI computing and the penetration of liquid cooling technology in high-power density data centers and electric vehicles [5]. Group 1: Company Performance - Feirongda reported a Q3 revenue of 1.734 billion yuan, a year-on-year increase of 34.39%, and a net profit of 120 million yuan, up 120.52% [6][7]. - Juhua achieved a revenue of 20.394 billion yuan in the first three quarters, a year-on-year increase of 13.89%, with a net profit of 3.248 billion yuan, up 160.22% [8][9]. - Invek's revenue for the first three quarters was 4.026 billion yuan, a year-on-year increase of 40.19%, with a net profit of 399 million yuan, up 13.13% [11][12]. - Chuanhuan Technology reported a revenue of 1.049 billion yuan in the first three quarters, a year-on-year increase of 12.07%, but a net profit decline of 7.13% [15][16]. - Yonghe achieved a Q3 revenue of 1.34 billion yuan, a year-on-year increase of 11.42%, with a net profit of 198 million yuan, up 485.77% [19][20]. - Shuo Beide's Q3 revenue increased by 53.05% to 782 million yuan, with a net profit surge of 3052.98% to 17.17 million yuan [21][22]. - Zhongshi Technology's estimated net profit for Q3 is between 230 million and 270 million yuan, a year-on-year increase of 74.16% to 104.45% [22][23]. - Gaolan's revenue reached 588 million yuan in the first three quarters, a year-on-year increase of 62.52%, with a net profit of 34.23 million yuan, up 293.98% [25][26]. - Yinlun's revenue for the first three quarters was 11.057 billion yuan, a year-on-year increase of 20.1%, with a net profit of 672 million yuan, up 11.2% [29][30]. Group 2: Liquid Cooling Business Insights - Feirongda's growth in liquid cooling is attributed to the recovery in consumer electronics demand and technology upgrades, alongside new project releases from key clients [7]. - Juhua has developed a comprehensive solution for single-phase immersion cooling, enhancing its capabilities in data center liquid cooling [9]. - Invek provides a full-chain liquid cooling solution, with its Coolinside solution covering both cold plate and immersion cooling technologies [12]. - Chuanhuan is focusing on expanding its liquid cooling applications in automotive and data center sectors, with ongoing product development [16][17]. - Yonghe's liquid cooling business benefits from rising prices due to regulatory changes, with significant growth in new applications [20]. - Shuo Beide's liquid cooling business is expected to exceed 30% of its revenue by 2026, driven by AI server cooling demands [22]. - Gaolan's revenue growth in liquid cooling is driven by high-power electronic thermal management products, with successful deliveries to major clients [26]. - Yinlun is implementing a strategic plan for data center liquid cooling, aiming to enhance its product offerings and client base [30].

Core Viewpoint - The company reported its Q3 2025 results, showing a revenue of 11.057 billion yuan and a net profit of 672 million yuan, indicating a year-on-year growth of 20.12% and 11.18% respectively, with Q3 alone achieving a revenue of 3.890 billion yuan, a 27.38% increase year-on-year [3][4]. Financial Performance - For Q3 2025, the company achieved a revenue of 3.890 billion yuan, reflecting a quarter-on-quarter growth of 3.69% [4]. - The gross margin for Q3 2025 was 19.39%, an increase of 0.64 percentage points from the previous quarter [4]. - The net profit for Q3 2025 was 230 million yuan, with a net profit margin of 5.92%, slightly down by 0.18 percentage points from the previous quarter [4]. Market Trends - The domestic heavy truck sales reached 277,500 units in Q3 2025, a slight increase of 3.39% quarter-on-quarter [4]. - The narrow definition of new energy passenger car wholesale reached 3.9831 million units, up 10.68% quarter-on-quarter [4]. - The overall passenger car wholesale reached 7.5362 million units, reflecting a quarter-on-quarter growth of 7.63% [4]. Strategic Development - The company is focusing on the development of a global R&D system, particularly in the field of new energy vehicle thermal management, with a comprehensive product layout of "1+4+N" [5]. - The company is expanding its international presence by promoting production and technical service platforms in overseas markets to better serve global customers [5]. - The new energy thermal management business covers notable clients such as CATL, Geely, NIO, and XPeng, benefiting from customer development dividends [5]. Profit Forecast and Investment Rating - The profit forecast for the company has been adjusted for 2025-2027, with expected net profits of 971 million yuan, 1.218 billion yuan, and 1.535 billion yuan respectively, leading to EPS estimates of 1.15 yuan, 1.44 yuan, and 1.82 yuan [6]. - The corresponding P/E ratios for 2025-2027 are projected to be 33.92x, 27.03x, and 21.46x, maintaining a "buy" rating [6].

Investment Rating - The report maintains a "Buy" rating for the company [4] Core Views - The company has shown steady revenue and profit growth, with significant progress in its robotics and liquid cooling segments [3][10] - The company is expected to continue its strong growth trajectory, particularly in the new energy vehicle sector and its overseas expansion efforts [7][11] - The financial forecasts indicate a robust increase in revenue and net profit over the next few years, with projected revenues of 15,409 million in 2025 and 21,898 million in 2027, reflecting year-on-year growth rates of 21% and 19% respectively [4][10] Financial Performance Summary - For the first three quarters of 2025, the company achieved a revenue of 11,057 million, a year-on-year increase of 20.12%, and a net profit of 672 million, up 11.18% year-on-year [6] - The gross margin for the first three quarters of 2025 was 19.30%, with a slight recovery in the third quarter to 19.39% [7] - The company has improved its cost control, with sales, management, R&D, and financial expense ratios showing positive trends [8] Growth Drivers - The company is expanding its product offerings in the liquid cooling sector, targeting data centers, energy storage, and electric vehicle charging [10] - The robotics segment has developed a comprehensive product system, enhancing collaboration with key clients and establishing a joint venture to focus on advanced robotic technologies [11] Valuation Metrics - The projected P/E ratio is expected to decrease from 50.4 in 2023 to 17.9 by 2027, indicating an improving valuation as earnings grow [4] - The net asset return is forecasted to rise from 10% in 2023 to 15% by 2027, reflecting enhanced profitability [4]