国信信扬（江门）律师事务所关于广东迪生力汽配股份有限公司 2025 年第四次临时股东大会的法律意见书 致：广东迪生力汽配股份有限公司 国信信扬（江门）律师事务所（以下简称"本所"）受广东迪生力汽配股份 有限公司（以下简称"公司"）委托，指派贾翠霞律师、张凯盈律师（以下简称 "本所律师"）对公司召开的 2025 年第四次临时股东大会（以下简称"本次股 东大会"）进行见证。本所律师根据《中华人民共和国公司法》（以下简称"《公 司法》"）、中国证监会《上市公司股东会规则》等法律法规、规范性文件和《公 司章程》的规定，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以下文件，包括但不限于： 1、公司现行有效的《公司章程》； 2、公司于 2025 年 8 月 27 日刊登于上海证券交易所网站(www.sse.com.cn) 等的《第四届董事会第十三次会议决议公告》； 3、公司于 2025 年 8 月 27 日刊登于上海证券交易所网站(www.sse.com.cn) 等的《迪生力关于召开 2025 年第四次临时股东大会的通知》； 4、公司本次股东大会股权登记日的股东名册； 5、出席或列席现场会议的股东及股 ...

证券代码：603335 证券简称：迪生力 公告编号：2025-054 广东迪生力汽配股份有限公司 2025年第四次临时股东大会决议公告 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。 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 11 日 (二)股东大会召开的地点：广东省江门市台山市大江镇福安西路 2 号之四广东迪 生力汽配股份有限公司 6 楼会议室 (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 | 145 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 219,602,231 | | 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 | | | 份总数的比例（%） | 51.2916 | (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。 本次会议由董事会召集，董事长赵瑞贞先生主持，采用现场投票和网络投票 相结合的表决方式，召开及表决符合《公司法》 ...

Core Viewpoint - The company is undergoing significant structural changes and strategic focus towards lithium battery recycling and related sectors, which are expected to enhance its market position and operational efficiency. Group 1: Strategic Changes - The company has transferred 76.80% equity of its subsidiary, Green Food Company, and subscribed to shares of New Farmers Company, focusing on the core business of lithium battery recycling, which is linked to the power battery recycling theme [2] - The cancellation of the supervisory board and the delegation of its powers to the audit committee of the board aims to optimize the governance structure in line with new company law requirements, enhancing operational efficiency [2] - The company plans to jointly invest with an environmental enterprise to establish a metal resource company, expanding its recycling industry chain in new energy materials, which is related to the automotive parts and resource recycling industry [2] - The shareholders' meeting approved an organizational restructuring plan to strengthen the strategic layout of the lithium battery new materials sector, aligning with policy support for the new energy vehicle industry chain [2] Group 2: Business Focus and Performance - After divesting from non-core green food business, the company is concentrating resources on tire exports and lithium battery recycling, benefiting from automotive parts export policies and accelerated industrialization of battery recycling technology [2] - The company holds a 20.20% stake in New Farmers Agricultural Technology Group, creating industrial synergy and extending its layout in upstream resources for new energy materials, which is associated with automotive lightweighting and green manufacturing themes [2] - The tire production line has resumed operations after relocation, coupled with the growing demand for aluminum alloy wheels in new energy vehicles, promoting deep integration of the main business with the new energy vehicle industry chain [2] - The company has been approved to supply new environmentally friendly tires to new energy vehicle manufacturers and has passed international certification, enhancing its competitiveness in overseas markets, which is part of the automotive parts export revitalization theme [2] Group 3: Technical and Financial Aspects - The metal recovery rate of the power battery recycling business has reached 97%, gaining industry recognition and highlighting the company's technical advantages, thereby strengthening its core competitiveness in the new energy vehicle aftermarket [3] - The company is adjusting its capital structure to focus on high-growth areas, divesting loss-making businesses to improve asset quality, which aligns with the industry trend of transformation and upgrading for new energy chain enterprises [3] - The company is primarily involved in sectors such as power battery recycling, new energy vehicle parts, automotive lightweighting, integrated die-casting, and corporate governance [4]

Group 1 - The company Guangdong Dishengli Automotive Parts Co., Ltd. has approved a transaction involving the subscription of equity in a New Third Board company and the transfer of equity in its controlling subsidiary [1] - The transaction involves Guangdong Xinongren Agricultural Technology Group Co., Ltd. acquiring 76.80% of the equity in Guangdong Dishengli Green Food Co., Ltd. through a non-public issuance of shares [1] - The total consideration for the equity transaction is not specified, but the company will issue 33,805,682 shares as part of this deal [1] Group 2 - The transaction has received approval from the China Securities Regulatory Commission and the National Equities Exchange and Quotations, confirming compliance with major asset restructuring requirements [2] - Following the completion of the transaction, Guangdong Dishengli Green Food Co., Ltd. will no longer be a controlling subsidiary of the company and will not be included in the consolidated financial statements [1][2] - The company will hold a 20.20% stake in Guangdong Xinongren Agricultural Technology Group Co., Ltd. after the transaction [1]

Group 1 - The company, Guangdong Dishengli Auto Parts Co., Ltd., has approved a transaction involving the subscription of shares in a New Third Board company and the transfer of equity in its subsidiary [2] - The transaction involves Guangdong Xinongren Agricultural Technology Group Co., Ltd. acquiring 76.80% of the equity in Guangdong Dishengli Green Food Co., Ltd. for a total consideration of RMB 96,346,193.70, with a share price of RMB 2.85 [2] - Following the completion of the transaction, the Green Food Company will no longer be a subsidiary of Dishengli and will instead become a subsidiary of Xinongren, with Dishengli holding 20.20% of Xinongren's shares [2] Group 2 - On August 28, 2025, Xinongren received approval from the National Equities Exchange and Quotations for the issuance of shares to purchase assets, confirming compliance with regulatory requirements [3]

证券代码：603335 证券简称：迪生力 公告编号：2025-053 广东迪生力汽配股份有限公司 关于认购新三板公司股权暨转让控股子公司股权的 进展公告 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。 一、交易事项概述 广东迪生力汽配股份有限公司（以下简称"迪生力"、"公司"）于 2025 年 3 月 31 日召开第四届董事会第八次会议，审议通过了《关于认购新三板公司股权 暨转让控股子公司股权的议案》（详见公告编号 2025-013）、于 2025 年 4 月 16 日召开 2025 年第二次临时股东大会审议通过了上述议案，并于 2025 年 6 月 16 日召开第四届董事会第十一次会议，审议通过了《关于认购新三板公司股权暨转 让控股子公司股权事项加期审计报告的议案》（详见公告编号 2025-041）。广东 新农人农业科技集团股份有限公司（以下简称"新农人公司"）向公司非公开发 行股份，用于购买公司子公司广东迪生力绿色食品有限公司（以下简称"绿色食 品 公 司 "、" 标 的 资 产 "） 76.80% 的 股 权 。 本 次 ...

Core Viewpoint - The financial performance of Disenli (603335) has significantly declined in the 2025 mid-year report, with a net profit decrease of 110.2% and total revenue down by 13.06% compared to the previous year [1] Financial Performance Summary - Total revenue for 2025 is 504 million yuan, down 13.06% from 579 million yuan in 2024 [1] - The net profit attributable to shareholders is -57.8 million yuan, a decline of 110.2% from -27.5 million yuan in the previous year [1] - The gross profit margin has decreased to 12.05%, down 31.99% from 17.71% [1] - The net profit margin is -14.76%, a drop of 194.95% from -5.01% [1] - Total expenses (selling, administrative, and financial) amount to 105 million yuan, accounting for 20.76% of revenue, unchanged year-on-year [1] - Earnings per share are -0.13 yuan, a decrease of 116.67% from -0.06 yuan [1] Cash Flow and Debt Analysis - Cash and cash equivalents decreased by 59.05% due to reduced operating income from subsidiaries [3] - Accounts receivable increased by 36.74% due to higher sales revenue in June [3] - The company has a significant decline in operating cash flow, down 63.72% [3][10] - The net cash flow from financing activities decreased by 97.5% due to repayments of loans and leasing [8] Business Model and Market Conditions - The company relies heavily on marketing-driven performance, which requires careful analysis of underlying drivers [9] - The overall market conditions are challenging, with severe inflation impacting overseas operations [7] Investment Return Metrics - The historical median Return on Invested Capital (ROIC) is 6.91%, indicating average investment returns [9] - The worst year for ROIC was 2024, with a value of -13.77%, reflecting poor investment returns [9]

Group 1 - The core viewpoint of the news is that Disenli has seen a significant increase in shareholder accounts, with a 28.08% rise from March 31 to June 30, 2025, despite having a lower average shareholding value compared to the industry [1][2] - As of June 30, 2025, Disenli's shareholder accounts reached 28,283, an increase of 6,200 accounts, while the average shareholding value was 76,000 yuan, which is below the automotive parts industry average of 249,800 yuan [1][2] - The stock price of Disenli increased by 24.57% during the same period, coinciding with the increase in shareholder accounts [1][2] Group 2 - From March 31 to June 30, 2025, Disenli experienced a net outflow of 14.42 million yuan from major funds, while retail investors contributed a net inflow of 84.447 million yuan [2] - The average shareholding quantity decreased from 19,400 shares to 15,100 shares during the same period [1][2] - The stock was listed on the trading leaderboard 9 times in the past three months, indicating notable trading activity [2]

Company Performance - Disengli (SH 603335) reported a revenue of approximately 504 million yuan for the first half of 2025, representing a year-on-year decrease of 13.06% [1] - The net loss attributable to shareholders for the same period was approximately 57.8 million yuan, with a basic loss per share of 0.13 yuan [1] - In comparison, for the first half of 2024, the company reported a revenue of approximately 579 million yuan and a net loss of about 27.5 million yuan, with a basic loss per share of 0.06 yuan [1] Market Context - The pet industry is experiencing significant growth, with a market size of 300 billion yuan, leading to a surge in stock prices for related companies [1]

Company Overview - Disenli (SH 603335) announced the convening of its 13th meeting of the 4th Board of Directors on August 26, 2025, to review the semi-annual report and its summary for 2025 [1] - As of the report, Disenli's market capitalization stands at 2.3 billion yuan [1] Revenue Composition - For the first half of 2025, Disenli's revenue composition is as follows: - Automotive parts accounted for 71.35% - New materials contributed 19.48% - Other businesses made up 8.99% - Food sector represented 0.18% [1]