中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话：（86-10）5809-1000 传真：（86-10）5809-1100 北京市竞天公诚律师事务所 关于埃夫特智能机器人股份有限公司 致：埃夫特智能机器人股份有限公司 北京市竞天公诚律师事务所（以下称"本所"）接受埃夫特智能机器人股份 有限公司（以下称"公司"）的委托，指派本所律师列席公司于 2025 年 7 月 25 日 15 点 30 分在中国（安徽）自由贸易试验区芜湖片区万春东路 96 号埃夫特会 议室召开的 2025 年第四次临时股东大会（以下称"本次股东大会"），并依据 《中华人民共和国公司法》等中国法律、法规和相关规范性文件（以下称"中国 法律法规"）及《埃夫特智能机器人股份有限公司章程》（以下称"公司章程"） 的规定，就本次股东大会的召集和召开程序、出席会议人员资格、召集人资格、 会议表决程序和表决结果等事宜（以下称"程序事宜"）出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的有关本次股东大会的文 件，包括但不限于第三届董事会第三十四次会议决议、第三届监事会第二十七次 会议、本次股东大 ...

Core Points - The company is holding its fourth extraordinary general meeting of shareholders in 2025 to ensure the lawful rights of investors and maintain order and efficiency during the meeting [2][3] - The meeting will include discussions on a proposal for a loan application from a subsidiary to the controlling shareholder, with a loan amount not exceeding 300 million yuan and an interest rate not exceeding 4.50% [6][9] Meeting Procedures - Shareholders must register to attend the meeting, with specific documentation required for both corporate and individual shareholders [2][3] - The meeting will combine on-site and online voting methods, with details available on the Shanghai Stock Exchange website [3][4] - The agenda includes signing in, announcing the meeting's start, electing vote counters, discussing the loan proposal, and announcing the voting results [4] Loan Proposal Details - The loan is proposed by Beijing Tianyuan Construction Engineering Co., Ltd. to Beijing Airport Economic Development Co., Ltd., the controlling shareholder, to support operational needs [6][9] - The loan amount is capped at 300 million yuan, with a maximum term of one year and an interest rate of 4.50% [6][9] - No collateral or guarantees are required for this loan, which is expected to positively impact the company's financial situation and operational efficiency [9][10] Related Party Information - Beijing Airport Economic Development Co., Ltd. is identified as the controlling shareholder, with total assets of approximately 8.53 billion yuan and a negative net asset value as of December 31, 2024 [7][9] - The loan transaction is structured to be fair and mutually beneficial, adhering to principles of equality and voluntary agreement [9][10] Approval Process - The proposal has been reviewed and approved by the Audit Committee and the Board of Directors, with independent directors also providing their consent [10]

Group 1 - The company plans to provide a guarantee of up to RMB 2 billion and RMB 4 billion for Joint Wireless (Hong Kong) Limited and Hong Kong Huaxin Technology Co., Ltd., respectively, subject to approval at the second extraordinary general meeting of shareholders in 2025 [1] - Shanghai Jingyu Investment Management Co., Ltd. intends to purchase a 49% stake in Shenzhen Huaxin Technology Co., Ltd. and WORLDSTYLE TECHNOLOGY HOLDINGS LIMITED, with the transfer and delivery procedures not yet completed [1] - Jingyu Investment will provide a counter-guarantee in the form of joint liability for the newly added guarantee amounts approved by the shareholders' meeting, without charging any counter-guarantee fees [1] Group 2 - The counter-guarantee from Jingyu Investment aims to reduce the risk of full guarantees and protect the company's interests, ensuring no harm to the company and shareholders [2] - From the beginning of 2025 until the announcement date, the total amount of various related transactions between the company and Jingyu Investment is RMB 0.14 million, excluding the current counter-guarantee and previously approved transactions [2] - The purpose of this related transaction is to lower the company's guarantee risk and support its operational development [2]

Core Viewpoint - The announcement by Yingfang Microelectronics indicates that its subsidiary has entered into related party transactions involving guarantees from affiliated companies to ensure the performance of distribution framework agreements with Huike Technology and Huike (Singapore) Holding Pte. Ltd [1][2] Group 1: Related Party Transactions - Yingfang Microelectronics' subsidiary, Shenzhen Huaxin Technology Co., Ltd., has signed distribution framework agreements with Huike Technology, supported by guarantees from Zhejiang Zhengbang Automotive Mould Co., Ltd. and Shaoxing Shangyu Puzhong Landscape Engineering Co., Ltd. [1] - The guarantees include a maximum principal amount of 22.5 million yuan from Zhengbang Automotive Mould to Huike Technology, and 17.5 million yuan from Puzhong Landscape to Huike Technology, with an additional guarantee of 58.51 million yuan from Zhengbang Automotive Mould to Huike (Singapore) [1] - The total amount of guarantees exceeds 98.51 million yuan [1] Group 2: Board Approval and Implications - The company's board of directors approved the related party transactions during a meeting held on July 25, 2025, with independent directors also consenting to the proposal [2] - The guarantees provided by related parties do not incur any fees and do not require the company or its subsidiaries to provide counter-guarantees [2] - The company has applied for an exemption from submitting the matter for shareholder approval, indicating that the transaction does not constitute a major asset restructuring [2]

Core Viewpoint - Guangdong Provincial Highway Development Co., Ltd. has approved a loan agreement with Ganzhou Gankang Highway Co., Ltd. for up to 45 million yuan to supplement its working capital, with a fixed interest rate of 2.6% and a repayment period of one year [3][11][12]. Group 1: Board Meeting Details - The 30th (temporary) meeting of the 10th Board of Directors was held on July 24, 2025, via telecommunication voting, with all 13 directors present, meeting the legal requirements [2]. - The meeting approved the loan agreement as an associated transaction, with no directors needing to abstain from voting [4][5]. Group 2: Loan Agreement Specifics - The loan amount is capped at 45 million yuan, with a one-year term starting from the date of receipt, and a fixed interest rate of 2.6% [3][18]. - The company can repay the loan principal and interest in full or in part at any time without conditions [3][18]. Group 3: Financial Impact and Compliance - The total amount of this associated transaction, including estimated interest, does not exceed 46.17 million yuan, representing 0.44% of the company's equity attributable to shareholders as of the end of 2024, which is 10.468 billion yuan [12]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [13]. Group 4: Independent Directors' Opinion - Independent directors have reviewed the loan agreement and concluded that it adheres to principles of openness, fairness, and justice, benefiting the company's cash flow management and not harming the interests of minority shareholders [19].

Core Viewpoint - The announcement details the progress of an associated transaction involving China Wuyi's subsidiary, Nan'an Zhongwu, which has won a public tender for the Wuyi Yunshang Tianyi design, procurement, and construction project, with a total contract price of approximately 538.78 million yuan [1][9]. Group 1: Associated Transaction Overview - The project involves the construction of eight high-rise residential buildings with a total above-ground area of approximately 118,098 square meters and an underground area of about 20,286 square meters [1]. - The winning bid was awarded to Fujian Construction Engineering Group Quanzhou Co., Ltd., which is part of a consortium that includes Fujian Construction Group Co., Ltd. [1][9]. Group 2: Contract Details - The contract includes various scopes such as surveying, design, construction, and procurement of materials and equipment [2][4]. - The total contract price includes a construction fee of approximately 520.27 million yuan, a survey fee of 5.81 million yuan, and an unforeseen cost of 12 million yuan [4][6]. Group 3: Financial Impact and Purpose - The transaction is deemed necessary for the company's real estate project development and is conducted through a public bidding process, ensuring fair pricing [8]. - The transaction is not expected to have a significant impact on the company's financial status for the current year [8]. Group 4: Previous Associated Transactions - The company has projected a total of 320 million yuan for expected daily associated transactions for the year 2025 with related parties [9].

Core Viewpoint - The announcement details the increase in the expected amount of related party transactions for Jiangsu Xukang Energy Co., Ltd. in 2025, emphasizing that these transactions are necessary for the company's operations and adhere to fair market principles, ensuring no harm to the interests of shareholders, especially minority shareholders [1][2]. Summary of Related Transactions - The board of directors approved the increase in the procurement and transportation service transaction limit, with all non-related directors voting in favor [1]. - The independent directors confirmed that the increase in related party transaction limits is necessary for normal business operations and does not affect the company's independence [2]. Expected Amount and Categories of Related Transactions - The expected amount for the increased related party transactions is not specified in the announcement, but it is noted that the company cannot currently estimate the total scale for 2025 [3]. - The transactions are aimed at meeting customer service needs and enhancing economic efficiency through procurement from related parties [3][4]. Main Related Parties and Relationships - Xuzhou Mining Group Co., Ltd. is a key related party, fully owned by the Jiangsu Provincial Government, with a registered capital of 8 billion yuan, involved in various sectors including coal, electricity, and transportation [4]. - Shaanxi Baolin Railway Co., Ltd. is another related party, with a registered capital of approximately 1.136 billion yuan, primarily engaged in freight transportation [4]. Main Content and Pricing Policy of Related Transactions - The related transactions are considered normal business activities, with pricing based on government regulations or market rates, ensuring no detriment to the company or its shareholders [6]. - The company will sign specific contracts or agreements within the approved transaction limits based on business developments [6]. Purpose of Increasing Related Transactions and Impact on the Company - The increase in related transactions is intended to treat these transactions equally with other business dealings, adhering to fair market principles [6]. - The company asserts that these transactions will not adversely affect its financial status or operational results in the current or future periods [6].

根据《证券发行上市保荐业务管理办法》 《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》 《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》等法律、法规 和规范性文件的要求，对公司全资子公司收购子公司少数股权暨关联交易的情况 进行了审慎核查，并发表如下核查意见。 一、关联交易概述 国金证券股份有限公司 关于江西福事特液压股份有限公司 全资子公司收购子公司少数股权暨关联交易的核查意见 国金证券股份有限公司（以下简称"本保荐机构" "国金证券"）作为江西福 事特液压股份有限公司（以下简称"福事特" "公司"）持续督导工作的保荐机构， 统一社会信用代码：91430124MA4PNEM434 经营范围：液压和气压动力机械及元件制造；机械技术开发服务；货物或技 术进出口（国家禁止或涉及行政审批的货物和技术进出口除外）；液压动力机械 及元件销售；普通货物运输。（依法须经批准的项目，经相关部门批准后方可开 展经营活动） | | | | | | 单位：万元 | | | | | | --- | --- | --- | --- | --- | --- | ...

Group 1 - The company approved a loan agreement to borrow up to 46.17 million yuan from Ganzhou Gankang Expressway Co., Ltd, with a loan interest rate of 2.6% and a repayment period of one year [1][2] - The loan amount consists of a principal of up to 45 million yuan and estimated interest of up to 1.17 million yuan, representing 0.44% of the company's equity attributable to shareholders as of the end of 2024, which is 10.468 billion yuan [2][3] - The independent directors reviewed the loan proposal and concluded that it does not harm the company's legal rights, particularly those of minority shareholders, and supports the company's cash flow management [3][4] Group 2 - The borrowing purpose is to supplement working capital and improve the efficiency of fund utilization [3] - The related party, Ganzhou Gankang Expressway Co., Ltd, is a state-controlled enterprise with a registered capital of approximately 604.6 million yuan [2][3] - The total amount of related party transactions, including this loan, is 46.17 million yuan [3]

Core Viewpoint - Qiaoluming Technology Co., Ltd. is preparing for an IPO on the Beijing Stock Exchange, but faces regulatory scrutiny due to past compliance issues related to related-party transactions [1][5][7] Company Background - Qiaoluming is primarily engaged in the research, production, and sales of automotive interior and exterior parts, with major products including automotive interior components, exterior components, and supporting molds [1][3] - The company is controlled by Huang Shengquan, who has a significant background in the automotive parts industry through his family's involvement in Mingbo Co., Ltd. [2][3] Financial Performance - Qiaoluming has shown strong growth, with revenues projected to increase from 1.561 billion yuan in 2022 to 3.375 billion yuan in 2024, and net profits expected to rise from 154 million yuan to 417 million yuan over the same period [3][6] - The company reported a high asset-liability ratio of 72.46%, 67.60%, and 61.30% for the years 2022 to 2024, significantly above the industry average [6][7] Regulatory Issues - The Zhejiang Securities Regulatory Bureau issued a warning letter to Qiaoluming for failing to timely disclose related-party transactions totaling 100.334 million yuan and 247 million yuan [5][6] - Qiaoluming has faced previous regulatory scrutiny regarding abnormal funding practices, including loans and fund transfers involving related parties [5][6] Market Position - Qiaoluming's main clients include major automotive manufacturers such as BYD and Geely, with BYD accounting for 47.69% and 54.89% of Qiaoluming's revenue in 2023 and 2024, respectively [3][6] - Despite claims of independence from Mingbo Co., Ltd., there are concerns about overlapping customer bases and potential dependencies [2][3]