法律意见书 浙江天册律师事务所 关于 宁波中大力德智能传动股份有限公司 2024 年度股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于宁波中大力德智能传动股份有限公司 2024 年度股东大会的 法律意见书 编号：TCYJS2025H0727 号 致：宁波中大力德智能传动股份有限公司 浙江天册律师事务所（以下简称"本所"）接受宁波中大力德智能传动股份 有限公司（以下简称"中大力德" 或"公司"）的委托，指派本所律师参加贵公 司 2024 年度股东大会，并根据《中华人民共和国证券法》以下简称（"证券法"）、 《中华人民共和国公司法》（以下简称"公司法"）和中国证券监督管理委员会 关于《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和 其他有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会表决程序及表决结果的合法 有效性发表意见，不对会议所审议的议案内容和该等议案中所表述的事实或数据 的真实性和准确性发表意见。 本法律 ...

Investment Rating - The report maintains a "Positive" investment rating for the machinery industry [1] Core Insights - The machinery sector underperformed in 2024 with a 5.04% increase in the Shenwan Machinery Equipment Index, lagging behind the Shanghai Composite Index by 7.63 percentage points and the Shenzhen Component Index by 4.3 percentage points. However, from the beginning of 2025, the index has risen by 10.44%, outperforming both major indices [2][17] - In 2024, the machinery industry's operating revenue reached CNY 19,995.67 billion, a year-on-year increase of 6.55%, while the net profit attributable to the parent company decreased by 3.28% to CNY 863.64 billion. In Q1 2025, operating revenue grew by 11.23% to CNY 4,540.09 billion, but net profit saw a significant decline of 30.03% [2][20][24] Summary by Sections Investment Summary - The machinery sector's performance in 2024 was below expectations, but it has shown strong recovery in 2025, leading the market [2][17] - The report suggests focusing on more proactive fiscal policies and new quality productivity for future investments [4][41] Sector Performance - The internal segmentation of the machinery industry shows significant disparities, with semiconductor equipment and motorcycle segments leading in revenue growth [3][35] - In Q1 2025, the highest revenue growth was observed in semiconductor equipment (33.38%) and motorcycles (30.74%) [37] Policy Recommendations - The report emphasizes the importance of proactive fiscal policies to boost engineering machinery sales, with significant government bond issuance planned [5][44] - It highlights the focus on new quality productivity, particularly in low-altitude economy, deep-sea technology, humanoid robots, and industrial mother machines [6][49] Emerging Opportunities - The low-altitude economy is expected to benefit from government support, with projections indicating substantial growth in drone deliveries and eVTOL markets by 2035 [7][50] - Deep-sea technology is crucial for energy security, with significant potential for domestic equipment replacement in deep-water oil and gas extraction [8][52] - Humanoid robots are positioned to address customization challenges in manufacturing, supported by government initiatives to expand application scenarios [9][53] - Industrial mother machines are essential for cost reduction in mass production, with a growing market for core components [10][54]

Investment Rating - The report maintains a "Positive" investment rating for the machinery industry [1] Core Insights - The machinery sector underperformed in 2024 with a 5.04% increase in the Shenwan Machinery Equipment Index, lagging behind the Shanghai Composite Index by 7.63 percentage points and the Shenzhen Component Index by 4.3 percentage points. However, from the beginning of 2025, the index has risen by 10.44%, outperforming both major indices [2][17] - In 2024, the machinery industry's operating revenue reached CNY 19,995.67 billion, a year-on-year increase of 6.55%, while the net profit attributable to the parent company decreased by 3.28% to CNY 863.64 billion. In Q1 2025, operating revenue grew by 11.23% to CNY 4,540.09 billion, but net profit saw a significant decline of 30.03% [2][20][26] Summary by Sections Investment Summary - The machinery sector's performance in 2024 was below expectations, but it has shown strong recovery in 2025, leading the market [2][17] - The report suggests focusing on more proactive fiscal policies and new quality productivity to drive growth [4][41] Sector Performance - The internal segmentation of the machinery industry shows significant disparities, with semiconductor equipment (39.08%), photovoltaic processing equipment (29.60%), and motorcycles (17.85%) leading in revenue growth for 2024. In Q1 2025, semiconductor equipment (33.38%) and motorcycles (30.74%) continued to show strong growth [3][39] - The report highlights that the machinery sector's public fund allocation increased from 2.79% in 2024 to 3.27% in Q1 2025 [30] Policy Recommendations - The report emphasizes the importance of proactive fiscal policies to boost engineering machinery sales, with significant government bond issuance planned for infrastructure projects [5][44] - It also suggests continuous attention to new quality productivity sectors, including low-altitude economy, deep-sea technology, humanoid robots, and industrial mother machines [6][49] Emerging Opportunities - The low-altitude economy is expected to benefit from government support, with projections indicating substantial growth in drone deliveries and eVTOL aircraft by 2035 [7][50] - Deep-sea technology is crucial for energy security, with significant potential for domestic equipment replacement in deep-water oil and gas extraction [8][52] - Humanoid robots are positioned to address customization challenges in manufacturing, supported by government initiatives to expand application scenarios [9][53] - Industrial mother machines are identified as essential for reducing costs in mass production, with a growing market for core components [10][54]

Investment Rating - The investment rating for the company is "Buy" [5] Core Insights - In Q1 2025, the company achieved revenue of 530 million yuan, a year-on-year increase of 55%, but the net profit attributable to shareholders decreased by 43% to 11.59 million yuan [1] - For the year 2024, the company reported revenue of 1.51 billion yuan, a year-on-year decrease of 8%, and a net loss of 140 million yuan, primarily due to cyclical fluctuations in traditional equipment business and challenges in the new energy battery shell business [1][2] - The battery shell business revenue in 2024 grew by 51% year-on-year, continuing a trend of over 50% growth for three consecutive years, with plans to expand production capacity in the U.S. [2] - The company is on the verge of mass production of humanoid robots, with significant demand expected in the manufacturing and domestic service sectors, potentially reaching 2.1 million units by 2030 [3] - The company forecasts revenues of 1.886 billion yuan in 2025, with a projected net profit of 127 million yuan, marking a turnaround from losses [5] Summary by Sections Financial Performance - Q1 2025 revenue was 530 million yuan, up 55% year-on-year; net profit was 11.59 million yuan, down 43% [1] - 2024 revenue was 1.51 billion yuan, down 8%; net loss was 140 million yuan [1] - Forecasted revenues for 2025, 2026, and 2027 are 1.886 billion, 2.343 billion, and 2.880 billion yuan respectively, with net profits expected to be 127 million, 162 million, and 209 million yuan [5] Business Segments - The battery shell business is expected to contribute significantly to revenue, with a 51% year-on-year growth in 2024 [2] - The company is developing a new production line for harmonic reducers, which are critical components for humanoid robots, indicating a new growth avenue [3] Market Outlook - The company anticipates a compound annual growth rate (CAGR) of 28% from 2025 to 2027, with corresponding price-to-earnings (P/E) ratios of 76, 59, and 46 [3][5]

Investment Rating - The industry is rated as "Leading the Market" with an expected growth rate exceeding the benchmark index by over 10% [8]. Core Insights - The humanoid robot industry is anticipated to enter a mass production phase in 2025, driven by increasing application scenarios and strong domestic policy support. The production plan by industry leader Tesla includes manufacturing 10,000 Optimus robots in 2025, with monthly production capacity expanding to 1,000 units, and further increasing to 10,000 units per month by 2026 and 100,000 units by 2027. This indicates a significant acceleration in industry development [3][4]. - The report emphasizes the importance of hardware components in humanoid robots, particularly linear actuators and precision end-effectors. The adoption of linear actuators is expected to rise due to their advantages in load capacity and lifespan, with a focus on companies like Hengli Hydraulic and Best. Additionally, the report highlights the need for cost reduction and efficiency improvements in manufacturing processes, suggesting attention to domestic grinding machine manufacturers [4]. Summary by Relevant Sections Market Performance - The mechanical sector has shown notable market performance over the past year, with specific attention to the demand for AI-driven devices and the investment opportunities in AIDC equipment [1]. Hardware Focus - Key areas of focus include: 1. The parallel use of rotary and linear actuators by leading manufacturers, with a recommendation to monitor companies like Hengli Hydraulic and Best for their potential growth [4]. 2. The development of dexterous hands as optimal end-effectors, with an expected increase in degrees of freedom in Tesla's Optimus-Gen 3 to 22, closely approaching human hand capabilities. Companies such as Zhaowei Electromechanical and Jiechang Drive are highlighted for their contributions [4]. 3. The urgent need for cost reduction and capacity expansion in components like harmonic reducers and six-dimensional torque sensors, with a focus on companies like Lide Harmonic and Donghua Testing [4].

Core Viewpoint - The humanoid robot market is experiencing significant growth, driven by favorable government policies and increasing demand across various sectors, with projections indicating a potential market size of over 15 trillion yuan by 2025 [4][9]. Group 1: Market Performance - The A-share market showed an upward trend on May 12, with the robot sector rebounding, particularly the Robot ETF fund (159213), which opened high and rose by 2.67% [1]. - Major components of the Robot ETF fund saw substantial gains, with companies like Tuosida reaching a 20% limit up, and others like Koli'er and Xinjie Electric also experiencing significant increases [3]. Group 2: Industry Advantages - The humanoid robot industry in China benefits from strong policy support, with various national and local initiatives aimed at fostering development, including the inclusion of robots in key work reports and the establishment of industry funds [5][6]. - China's competitive edge in the humanoid robot market is highlighted by its leading position in patent applications, with 5,925 patents filed from 2020 to 2024, significantly outpacing other countries [4][5]. Group 3: Production and Supply Chain - The domestic robot industry is witnessing a rise in localization, with the domestic production rate of key components increasing from 17.5% in 2015 to 35.7% in 2022, indicating a trend towards cost reduction and efficiency [7]. - Major companies are preparing for mass production of humanoid robots, with 2025 expected to be a pivotal year for the industry, as several manufacturers are on the brink of entering small-scale production [7][8]. Group 4: Application Scenarios - The demand for robots is driven by manufacturing upgrades and demographic changes, with the global aging population creating a pressing need for robotic solutions to address labor shortages [9]. - The potential market for humanoid robots is projected to exceed 1 billion units, corresponding to a market space of over 15 trillion yuan, as the industry prepares for widespread adoption across industrial, commercial, and domestic applications [9].

Group 1 - Kexin Technology plans to repurchase shares worth between 30 million and 50 million yuan, with a maximum repurchase price of 80 yuan per share, for employee stock ownership plans or capital reduction [1] - Jiahua Technology's shareholder plans to reduce holdings by up to 1.5% of the company's total shares, amounting to a maximum of 116,000 shares, between May 28, 2025, and August 25, 2025 [1] - Beiqi Blue Valley's subsidiary reported cumulative sales of 38,041 vehicles this year, representing a year-on-year increase of 192.53% [2] Group 2 - AVIC Finance plans to transfer shares of AVIC Xi'an Aircraft Industry Group and AVIC Onboard Systems, totaling 4.067 billion yuan, to its controlling shareholder [2] - Haide shares' executives plan to increase their holdings by at least 20.73 million yuan within six months [3] - Dabeinong's subsidiary received planting approval for genetically modified soybeans in Brazil, marking significant progress in the South American market [4] Group 3 - Yongan Pharmaceutical's chairman is under investigation, but the company's operations remain normal [4] - Teruid's subsidiary is expected to win a 126 million yuan project from the State Grid, which will enhance the company's brand and industry influence [4][5] - Junxin shares plan to repurchase shares worth between 200 million and 300 million yuan, with a maximum price of 30.57 yuan per share [5] Group 4 - Meinian Health plans to reduce its holdings by up to 3% of the company's total shares, amounting to a maximum of 11.7 million shares, starting from May 27, 2025 [7] - Electric Power Investment is planning a major asset restructuring, leading to a temporary suspension of its stock [9] - Tongda shares are expected to win a 207 million yuan project from the State Grid, which will positively impact future operating performance [10] Group 5 - Xintian Technology's major shareholder plans to reduce holdings by up to 3% of the company's total shares, amounting to a maximum of 580,410 shares [11] - Huizhou Intelligent's controlling shareholder and some executives plan to increase their holdings by between 29.2 million and 58.4 million yuan [12] - Zhongdali De plans to sell a 50% stake in Shanghai Ketaike Transmission System Co., Ltd. for 9.2777 million yuan to optimize its asset structure [14] Group 6 - Jinlitai's stock will be suspended due to the inability to disclose periodic reports within the statutory deadline [15] - Chuhuan Technology's major shareholder plans to reduce holdings by up to 3% of the company's total shares, amounting to a maximum of 239,560 shares [15] - Guilin Sanjin's subsidiary received approval for clinical trials of a new indication for a monoclonal antibody injection [16] Group 7 - Plit plans to sign a strategic supply agreement for sodium-ion batteries, committing to supply at least 1 GWh over four years [17] - Dalian Electric Porcelain's subsidiary is expected to win a project worth approximately 71 million yuan from the State Grid [18]

Group 1: OpenAI ChatGPT and E-commerce - OpenAI has launched the ChatGPT Search feature with smart shopping capabilities, marking a significant penetration of AI technology into the e-commerce sector [4] - Users can interact with ChatGPT using natural language for a complete shopping experience, including product recommendations, price comparisons, and direct purchase links [4] - The system personalizes recommendations based on real-time prices, user reviews, and historical preferences, enhancing the shopping experience [4] - The new feature may challenge existing search and recommendation platforms like Xiaohongshu, JD Search, and Pinduoduo's "Duoduo Buy Vegetables" [4] Group 2: Investment Insights from Berkshire Hathaway - Abel, Buffett's successor, is expected to maintain a steady investment approach, stabilizing market confidence in the short term, but long-term investment decision-making remains to be observed [3] - Uncertain policy environments may impact multinational companies' performance, highlighting the need for investors to be aware of geopolitical effects on global supply chains [3] Group 3: Robotics and Gearbox Market - The main types of gearboxes in the market include harmonic, RV, and planetary gearboxes, which have wide applications across various fields [7] - Domestic companies are rapidly improving their technology and market share in the gearbox sector, breaking international monopolies and creating significant market opportunities [7] - Companies are enhancing product performance through innovations, such as the three-wave technology in harmonic gearboxes and size reduction in micro planetary gearboxes [7] - The expansion of humanoid and industrial robot applications is expected to drive rapid growth for gearbox manufacturers, especially those offering comprehensive solutions [7] Group 4: AI Development Trends - AI agents are experiencing explosive growth in capabilities, particularly in task processing, with the ability expected to double every four months from 2024 to 2025 [6][9] - This trend indicates a new "AI agent Moore's Law," where the complexity and duration of tasks AI can handle are increasing exponentially [6][9] - By 2027, AI may be capable of completing tasks equivalent to a month of human work, significantly enhancing productivity across various sectors [6][9] Group 5: U.S. Automotive Policy Changes - President Trump signed an announcement allowing compensation for manufacturers of imported auto parts and those assembling cars in the U.S., indicating a shift in tariff policy [10] - The adjustment in tariffs may lead to further changes in the U.S. automotive supply chain, prompting investors to monitor stock price fluctuations of affected auto parts manufacturers [10] - Continuous policy adjustments could introduce market uncertainties, particularly amid trade tensions and global supply chain pressures [10]

【重大事项】 永安药业：公司实控人、董事长被留置 云南能投：曲靖市马龙区竹园光伏项目全容量并 网发电 大北农：控股子公司大豆产品获批巴西种植许可 中航产融：控股子公司拟协议转让所持中航西 飞和中航机载的股份 津投城开：子公司5.64亿元竞得国有建设用地使用权 *ST恒立：无法在法定期限内 披露定期报告致股票可能被终止上市 *ST工智：深交所拟终止公司股票上市交易 兴业银锡：拟以场外 要约收购方式收购大西洋锡业有限公司 中大力德：拟向永利股份出售柯泰克50%股权 军信股份：全资 孙公司签订伊塞克湖州垃圾科技处置项目框架协议 特锐德：预中标约1.26亿元国家电网采购项目 罗曼 股份：中标4.03亿元光伏电站总承包项目 通达股份：预中标2.07亿元国家电网采购项目 宏盛华源：子公 司预中标约6.16亿元国家电网项目 老凤祥：子公司与上海久事体育等签订战略合作协议 福龙马：4月预 中标3个环卫服务项目 合同总金额为2.45亿元 慧博云通：拟购买宝德计算机控制权 5月6日起停牌 天茂 集团：无法在法定期限内披露定期报告 5月6日起停牌 电投能源：筹划资产重组事项 5月6日起停牌 【业 绩】 长安汽车：4月销量19.07 ...

Suspension - Electric Power Investment Energy is planning an asset restructuring, resulting in stock suspension [1] - Huibo Yuntong intends to acquire control of Baode Computer System Co., Ltd., leading to stock suspension [2] Mergers, Acquisitions, and Capital Increases - Xingye Yinxin plans to acquire Atlantic Tin Industry Co., Ltd. for 454 million yuan through an off-market tender offer [3] - Cambrian is looking to raise no more than 4.98 billion yuan through a private placement for projects related to large model chip platforms, software platforms, and to supplement working capital [3] Share Buybacks, Increases, and Equity Transfers - Fuchuang Precision's Shenyang Advanced plans to increase its stake in the company by 120 to 240 million yuan [4] - Wanxing Technology has received a commitment letter for a stock buyback loan of 45 million yuan [5] Daily Operations and External Investments - Huada Technology has secured a customer project with an expected total sales amount of 6.35 billion yuan over its lifecycle [6] - Zijin Mining plans to restructure its overseas gold mining assets under its wholly-owned subsidiary, Zijin Gold International Co., Ltd., and apply for a separate listing on the Hong Kong Stock Exchange [6] - Aolide's subsidiary has signed a sales contract worth 655 million yuan with Chengdu BOE [7] - Shuangjie Electric intends to exchange 21.1883 million shares of Jinli for Foshan Plastic Technology [8] - AVIC Industry's subsidiary plans to transfer shares of AVIC Xi'an Aircraft and AVIC Onboard to its controlling shareholder, AVIC, for 4.067 billion yuan [9] - Kangli Elevator's Zhu Meijuan has inherited 44.89% of the company's shares, becoming the controlling shareholder and actual controller [10] - Zhongdali De plans to sell 50% equity of Ketaike to Yongli Co., Ltd. [11] - Yong'an Pharmaceutical's actual controller and chairman, Chen Yong, is under investigation and has been placed under detention [12] Performance Changes - BYD's new energy vehicle sales increased by 46.98% year-on-year in the first four months [13] - BAIC Blue Valley's subsidiary has accumulated sales of 38,041 vehicles this year, a year-on-year increase of 192.53% [14] - SAIC Group's new energy vehicle sales grew by 71.74% year-on-year in April [15]