北京市朝阳区建外大街丁 12 号英皇集团中心 8 层 8/F, Emperor Group Centre, No. 12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R. China 电话/Tel.:010-50867666 传真/Fax:010-65527227 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 北京市康达律师事务所 关于凌云工业股份有限公司 回购注销部分限制性股票及调整回购价格事宜之 法律意见书 康达法意字【2025】第 0188 号 二〇二五年四月 法律意见书 北京市康达律师事务所 关于凌云工业股份有限公司 回购注销部分限制性股票及调整回购价格事宜之 法律意见书 康达法意字【2025】第 0188 号 致：凌云工业股份有限公司 北京市康达律师事务所（以下简称"本所"）接受凌云工业股份有限公司（以 下简称"公司"）的委托，作为公司 2022 年限制性股票激励计划（以下 ...

证券代码：600480 证券简称：凌云股份 公告编号：2025-014 凌云工业股份有限公司 关于控股股东获得增持贷款承诺函的公告 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。 近日，凌云工业股份有限公司（以下简称"本公司"或"公司"）收到北方凌云 工业集团有限公司（以下简称"凌云集团"）通知，凌云集团已获得中国银行股 份有限公司保定分行（以下简称"中国银行保定分行"）出具的《贷款承诺函》。 中国银行保定分行拟为凌云集团增持公司股份计划提供不超过 0.9 亿元人民币 的贷款额度，贷款期限不超过 3 年。现将有关情况公告如下： 一、增持计划的内容 基于对本公司未来发展前景的信心和长期投资价值的认可，凌云集团拟以 自有资金及自筹资金通过上海证券交易所系统以集中竞价方式择机增持本公司 股份，增持金额不低于 8,000 万元、不高于 10,000 万元，增持价格不超过 19 元/股，增持期限自 2025 年 4 月 9 日起 6 个月内。 公司已于 2025 年 4 月 9 日在《中国证券报》《上海证券报》及上海证券 交易所网站披露 ...

Summary of Lingyun Co., Ltd. Conference Call Company Overview - Lingyun Co., Ltd. is a subsidiary of China North Industries Group Corporation, classified as a state-owned enterprise. The company has a substantial revenue scale and a diverse product range, primarily divided into two major categories: automotive parts and municipal engineering plastic pipes [3][12]. Core Business Insights - The automotive parts business is further segmented into metal and non-metal components. Metal components include body structure parts (such as stamped parts) and lightweight components like electric vehicle battery boxes. Non-metal components encompass nylon pipes, rubber pipes, and seals [3][4]. - Lingyun has established a strong foundation in the stamping field and has entered the supply chains of leading global automotive companies through its subsidiary WAG, which supplies battery shells to brands like Mercedes-Benz, BMW, Audi, and Volkswagen [5][12]. Financial Performance - Revenue has been steadily increasing since 2020, with projections to approach 20 billion in 2024. Profit has also seen rapid growth, rising from 100 million in 2020 to 600 million in 2023, indicating continuous improvement in profitability [6][12]. - The net profit margin is expected to reach nearly 6% in the first half of 2024, with Return on Equity (ROE) increasing from 2-3% in earlier years to 9.9% in 2023, which is considered a strong performance for a manufacturing company [6][12]. Factors Driving Profitability - The improvement in profitability is attributed to management and operational optimizations, including supply chain management, cost control, and strategic partnerships with leading suppliers. Scale effects have also reduced the proportion of depreciation and amortization relative to revenue, further enhancing profitability [7][12]. Expansion into Non-Automotive Sectors - Lingyun is actively expanding into non-automotive sectors such as energy storage and data centers. The demand for thermal management in data centers is increasing, providing new growth opportunities for the company [8][9]. - The complexity of pipe structures in the era of new energy vehicles adds higher value, with potential market share expansion as the penetration rate of new energy vehicles increases [8]. International Market Performance - From 2022 to 2023, Lingyun's overseas profitability significantly improved through cost reduction and efficiency enhancement measures. The company has established production capacity in multiple countries and regions, enhancing operational stability and risk resistance [10][12]. Sensor Technology Development - Lingyun is a key player in the mechanical sensor field, particularly in six-dimensional force sensors, which have significant market potential as robotics applications proliferate. The company plans to develop a sensor platform for both automotive and robotics applications, targeting a market size exceeding 10 billion [11][13]. - The market for six-dimensional force sensors could reach 8 billion if each robot uses four sensors priced at 2000 yuan each. As production scales up, costs are expected to decrease, further expanding market opportunities [11][13]. Conclusion - Overall, Lingyun Co., Ltd. demonstrates a solid and stable core business with continuous improvement in profitability. The company is well-positioned to leverage its strengths in both automotive and emerging sectors, particularly in sensor technology and data center applications, indicating strong growth potential in the future [12][13].

Core Viewpoint - Lingyun Co., Ltd. leverages its military background to expand into the automotive sector, achieving global and diversified development with a focus on lightweight automotive systems, low-emission automotive piping systems, and municipal engineering pipeline systems [1] Group 1: Company Overview - Lingyun Co., Ltd. is a publicly listed company under China North Industries Group Corporation, with a production network covering over 30 domestic provinces and cities, as well as overseas regions including Germany, Mexico, and North America [1] - The company has established 20 joint ventures with partners from Switzerland, the United States, and South Korea to deepen technological cooperation [1] - The average ROE from 2021 to 2023 is 5.3%, with a compound annual growth rate (CAGR) of 52% in net profit attributable to shareholders [1] Group 2: Business Performance - In the first three quarters of 2024, the company reported revenue of 13.348 billion yuan, a year-on-year decline of 0.42%, while net profit attributable to shareholders was 501 million yuan, an increase of 13.23% [1] - For the first half of 2024, revenue from automotive metal and plastic components reached 8.156 billion yuan, a year-on-year increase of 6.66%, with a gross margin of 18.10%, up by 1.8 percentage points [1] - Revenue from the plastic pipeline system was 525 million yuan, a year-on-year decrease of 19.58%, with a gross margin of 12.96%, up by 0.5 percentage points [1] Group 3: Metal Sector - The stamping segment has significant industry potential, with the company holding a high market share [2] - Lingyun Co., Ltd. has accelerated its hot forming market layout through a joint venture with South Korea's GNS, establishing seven joint ventures across the country [2] Group 4: Battery Shell Business - The company has established battery shell production lines in Germany and domestically, with mass production for clients including Porsche, BMW, and Mercedes-Benz [3] - In the first half of 2024, the German subsidiary WAG received the A-level supplier title from Porsche, while significantly reducing losses [3] Group 5: Pipeline Business - The company’s subsidiary, Yada Group, is a leading player in the pipeline system sector, established as a joint venture with George Fischer, holding a prominent market share [4] - Yada Group provides comprehensive solutions in municipal pipeline projects, partnering with major municipal energy companies [5] - The automotive fluid pipeline business is expected to benefit from the increasing penetration of new energy vehicles, with a focus on developing new products for non-automotive sectors [6] Group 6: Sensor Technology - Force sensors are core components in power equipment and engineering machinery, with rapid market growth in China, currently dominated by foreign brands [7] - The company has taken the lead in forming a project working group to advance sensor project development [8] Group 7: Profit Forecast and Valuation - Revenue projections for 2024, 2025, and 2026 are 20.29 billion, 21.83 billion, and 23.75 billion yuan, respectively, with year-on-year growth rates of 8.5%, 7.6%, and 8.8% [9] - Expected net profits attributable to shareholders for the same period are 733 million, 838 million, and 937 million yuan, with growth rates of 16.1%, 14.2%, and 11.9% [9] - The projected PE ratios for 2024, 2025, and 2026 are 18.0, 15.8, and 14.1, respectively, with an initial coverage rating of "buy" [9]

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The controlling shareholder, Lingyun Group, has shown confidence by planning to increase its stake in the company by 80 to 100 million yuan within the next six months. This reflects a long-term strategic shift towards new energy and a comprehensive reserve of lightweight products. The company is accelerating its global supply capabilities and enhancing its position in the global new energy lightweight market [2][10]. Summary by Sections Event Description - The company announced a plan for the controlling shareholder to increase its stake [4]. Event Commentary - Lingyun Group intends to increase its shareholding by no less than 80 million yuan and no more than 100 million yuan, which will not exceed 2% of the total share capital. After the increase, there will be no reduction in shareholding for six months [10]. - The company is deepening its layout in the new energy sector and enhancing its global supply capabilities. The automotive business is focusing on new energy components, with plans to develop various systems and technologies by 2025. The company is also improving operational quality and risk management in its overseas operations [10]. Investment Recommendations - The company is expected to see both performance and valuation improvements, anticipating a "Davis Double Play." In the short term, the peak of capacity investment has passed, and downstream demand is gradually increasing, which is expected to release profit elasticity. In the medium to long term, the strategic shift towards new energy is anticipated to yield significant growth potential [10]. - The company plans to distribute a cash dividend of 0.10 yuan per share for the first half of 2024, which accounts for 23.56% of the net profit attributable to shareholders for that period. The projected net profits for 2024-2026 are 630 million, 800 million, and 900 million yuan, respectively, with corresponding P/E ratios of 20.9X, 16.5X, and 14.7X [10].

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company is expected to benefit from the increase in shareholding by the controlling shareholder, with a planned investment of no less than 80 million and no more than 100 million, representing up to 2% of the total share capital [2] - The main business of the company is stable, driven by both the thermoforming and battery shell businesses, while also strategically expanding into new areas such as energy storage and robotics, which opens up new growth opportunities [5] - The company has a leading position in the pipeline system sector, focusing on automotive fluid pipelines and municipal network systems, and has made breakthroughs in new industries through partnerships, such as the establishment of a joint venture for intelligent manufacturing [4] Financial Summary - The company’s revenue for 2024-2026 is projected to be 19.34 billion, 21.50 billion, and 23.60 billion respectively, with net profit attributable to the parent company expected to be 819 million, 948 million, and 1.05 billion respectively [5][7] - The earnings per share (EPS) is forecasted to be 0.87, 1.01, and 1.12 for the years 2024-2026 [9] - The company’s financial performance shows a steady increase in revenue and net profit, with year-on-year growth rates of 3.4%, 11.1%, and 9.8% for revenue, and 29.7%, 15.7%, and 10.7% for net profit from 2024 to 2026 [10]

Group 1 - The company announced a share buyback plan by its controlling shareholder, with a total investment amount between 80 million and 100 million yuan, and a maximum purchase of 2% of the total share capital at a price not exceeding 19 yuan per share, to be implemented within 6 months from the announcement date [1] Group 2 - The company has acquired all shares of GNS from South Korea, enhancing its market share in the hot-formed components sector [2] - The company is a leader in pipeline systems, focusing on automotive fluid pipelines and municipal network systems, and has made strategic advancements in new industries, including a partnership with Huagong Technology to establish a joint venture in intelligent manufacturing [2] Group 3 - The company's main business remains stable, driven by hot forming and battery shell operations, while also strategically expanding into energy storage and robotics, creating new growth opportunities [3] - Revenue forecasts for 2024-2026 are projected at 19.341 billion, 21.495 billion, and 23.600 billion yuan, with net profits of 819 million, 948 million, and 1.050 billion yuan, and EPS of 0.87, 1.01, and 1.12 yuan respectively [3] - As of April 8, 2025, the closing price was 12.93 yuan, corresponding to PE ratios of 14.84, 12.82, and 11.58 for 2024-2026 [3]

Group 1 - The stock of Lingyun Co., Ltd. (600480) increased by 8.82% with a turnover rate of 8.54% and a trading volume of 1.037 billion yuan, showing a volatility of 21.54% on the day [1] - Institutional investors net sold 13.69 million yuan, while the Shanghai Stock Connect saw a net sell of 21.90 million yuan, with the total net buying from brokerage seats amounting to 40.19 million yuan [1] - The top five brokerage seats accounted for a total transaction of 464 million yuan, with a net buying of 4.60 million yuan [1] Group 2 - As of April 8, the margin trading balance for the stock was 475 million yuan, with a financing balance of 473 million yuan and a securities lending balance of 1.69 million yuan [2] - Over the past five days, the financing balance decreased by 147 million yuan, representing a decline of 23.68%, while the securities lending balance decreased by 0.40 million yuan, a decline of 19.13% [2] - For the first three quarters of 2024, the company reported a revenue of 13.348 billion yuan, a year-on-year decrease of 0.42%, and a net profit of 501 million yuan, a year-on-year increase of 13.23% [2]

证券代码：600480 证券简称：凌云股份 公告编号：2025-013 凌云工业股份有限公司 关于控股股东增持计划的公告 一、增持主体的基本情况 （一）增持主体：公司控股股东北方凌云工业集团有限公司 （二）增持主体持股情况 截至本公告日，凌云集团持有本公司 295,092,102 股股份，占公司总股本 的 31.38%。 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： 基于对本公司未来发展前景的信心和长期投资价值的认可，控股股东 北方凌云工业集团有限公司（以下简称"凌云集团"）拟增持本公司股份。 凌云集团计划自本公告披露之日起 6 个月内通过上海证券交易所系统 以集中竞价方式增持本公司股份，增持金额不低于 8,000 万元，不高于 10,000 万元。 因资本市场发生变化等目前尚无法预判的因素，可能导致本次增持计 划无法按期完成，敬请广大投资者注意投资风险。 2025 年 4 月 8 日，凌云工业股份有限公司（以下简称"本公司"或"公司"） 收到控股股东凌云集团出具的《关于增持凌云工业股份有限公司股份的告知函》 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company has completed the registration procedures for the change of business scope, officially expanding its operations to include components related to robotics [2][10]. - The long-term strategy focuses on transitioning to new energy and enhancing lightweight product reserves, which is expected to improve the company's global supply capabilities and market position in the new energy lightweight sector [2][10]. - The company has seen a significant increase in new business orders, achieving 200% of its annual target of 26 billion yuan in 2023, with a total of 137 and 243 designated projects in the automotive metal and pipeline sectors, respectively [10]. Summary by Sections Business Expansion - The company has expanded its business scope to include the research and sales of key components such as sensors, intelligent joints, and robotic arms, currently in the product development and customer engagement phase [10]. Financial Performance - The company plans to distribute a cash dividend of 0.10 yuan per share (before tax) for the first half of 2024, which represents 23.56% of the net profit attributable to shareholders for that period [10]. - Expected net profits for 2024, 2025, and 2026 are projected to be 630 million, 800 million, and 900 million yuan, respectively, with corresponding price-to-earnings ratios of 25.0X, 19.8X, and 17.5X [10]. Market Position - The company is actively improving its overseas operations and optimizing its global layout, enhancing management capabilities in its foreign subsidiaries [10]. - The company is positioned to enter a profit release cycle, with a focus on battery boxes and hot-formed products, which are expected to have significant growth potential in the medium to long term [10].