凌云工业股份有限公司 证券代码：600480 证券简称：凌云股份 公告编号：2026-001 关于参与设立股权投资基金暨关联交易的公告 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。 重要内容提示： 投资标的名称：凌云工业股份有限公司（以下简称"公司"）拟与其他投 资方共同作为有限合伙人，与中兵顺景股权投资管理有限公司（以下简称"中兵 顺景"）作为普通合伙人共同出资设立"厦门斌铠顺擎投资合伙企业（有限公司）" （以下简称"斌铠顺擎"），并由斌铠顺擎作为有限合伙人参与中兵顺景作为基金 管理人发起设立的"顺新具身智能机器人股权投资基金（有限合伙）"（暂定名， 以最终登记核准的名称为准，以下简称"智能机器人基金"或"基金"）。 出资金额：公司作为斌铠顺擎的有限合伙人出资 10,000 万元，通过斌铠 顺擎间接持有智能机器人基金总出资额的 5%。 由于斌铠顺擎的部分投资方为公司关联方，因此本次交易构成关联交易， 未构成重大资产重组。 交易实施尚需履行的审批及其他相关程序：本次交易在董事会权限范围 内，未达到股东会审议标准，无需提交股东 ...

Group 1 - The core point of the article is that Lingyun Co., Ltd. has increased its registered capital from approximately 940 million RMB to about 1.222 billion RMB, representing a 30% increase [1] - Lingyun Co., Ltd. was established in April 1995 and is involved in the manufacturing, research and development, retail, and wholesale of automotive parts and components [1] - The company's shareholders include Beifang Lingyun Industrial Group Co., Ltd., China Ordnance Investment Management Co., Ltd., and Guoxin Investment Co., Ltd. [1]

Investment Rating - The report assigns a "Buy" rating for Lingyun Co., Ltd. (600480) for the first time [1]. Core Views - Lingyun Co., Ltd. is a leading automotive parts manufacturer with a focus on expanding into liquid cooling and robotics sectors. The company has a robust growth trajectory with a projected revenue CAGR of 6% and a net profit CAGR of 39% from 2022 to 2024 [9]. - The company is well-positioned in the metal and plastic parts sector, benefiting from the ongoing electrification trend in the automotive industry, with significant growth expected in the battery box and liquid cooling markets [9]. - The report anticipates a steady increase in net profit, projecting it to reach 800.99 million yuan in 2025, 908.54 million yuan in 2026, and 1,054.65 million yuan in 2027, with corresponding year-on-year growth rates of 22.21%, 13.43%, and 16.08% respectively [1]. Summary by Sections Company Overview - Lingyun Co., Ltd. has been operating for over 30 years, focusing on automotive metal and plastic components, and has expanded into emerging fields such as thermal management and sensors. The company has a stable ownership structure, with significant control by the China Ordnance Industry Group [15][23]. Metal Segment - The metal segment is benefiting from the trend towards lightweight and electrification, with the hot-formed stamping parts expected to see increased demand. The domestic market for hot-formed parts is projected to exceed 200 billion yuan by 2024 [9][36]. - The company has established a competitive advantage through technological advancements and capacity expansion, particularly in the battery box sector, where it serves major clients like BMW and Porsche [9][56]. Automotive Pipeline Segment - The automotive pipeline segment is experiencing steady growth, driven by the increasing penetration of electric vehicles. The domestic market for automotive pipelines is expected to surpass 200 billion yuan by 2024 [9][30]. - The company has formed strategic partnerships to enhance its product offerings and has successfully entered new markets, including high-end oil service equipment and nuclear power sectors [9][30]. New Business Ventures - Lingyun Co., Ltd. is rapidly entering the liquid cooling market, which is projected to be worth hundreds of billions. The company has developed a product matrix that includes liquid cooling pipes and connectors, securing orders from data centers and supercomputing facilities [9][5]. - In the sensor field, the company is leading a project funded by the Ministry of Industry and Information Technology to develop six-dimensional force sensors, with several small batch orders already delivered [9][5]. Financial Projections - The report forecasts that the company's net profit will reach 800.99 million yuan in 2025, 908.54 million yuan in 2026, and 1,054.65 million yuan in 2027, with corresponding P/E ratios of 19, 17, and 14 respectively [1][9].

Group 1 - The company emphasizes its commitment to listening to every investor's opinion and apologizes for any inconvenience encountered during communication [2] - The company prioritizes providing patient service to investors while adhering to regulatory requirements [2]

Group 1 - The core viewpoint of the news is that Lingyun Co., Ltd. has shown significant stock performance with a year-to-date increase of 55.29% and a recent rise of 2.23% on December 30, 2023, reaching a stock price of 12.40 yuan per share [1] - As of September 30, 2023, Lingyun Co., Ltd. reported a revenue of 14.07 billion yuan for the first nine months of 2023, reflecting a year-on-year growth of 5.41%, and a net profit attributable to shareholders of 588 million yuan, which is a 17.47% increase year-on-year [2] - The company primarily operates in the automotive parts sector, with 91.23% of its revenue coming from automotive components, 5.27% from plastic pipeline systems, and 3.56% from other sources [1] Group 2 - The company has a total market capitalization of 15.156 billion yuan and has seen a net inflow of main funds amounting to 7.90 million yuan on December 30, 2023 [1] - Lingyun Co., Ltd. has a total of 55,900 shareholders as of September 30, 2023, which is an increase of 20.56% compared to the previous period [2] - The company has distributed a total of 1.689 billion yuan in dividends since its A-share listing, with 837 million yuan distributed over the past three years [3]

Core Viewpoint - The company is implementing a buyback and cancellation of restricted stock due to the departure of an incentive recipient, in accordance with its 2022 Restricted Stock Incentive Plan [1][3]. Group 1: Buyback and Cancellation Details - The buyback and cancellation of restricted stock involves one incentive recipient who has left the company, resulting in the need to cancel 76,050 shares of restricted stock that have not yet been unlocked [3]. - The decision for the buyback was approved during the company's board meeting on October 27, 2025, and the company has fulfilled the necessary creditor notification procedures [1][2]. - The buyback price will be the lower of the grant price or the market price at the time of buyback, as stipulated in the incentive plan [3]. Group 2: Stock Structure Changes - After the buyback and cancellation, the company will have a total of 18,122,442 shares of restricted stock remaining [3]. - The company has opened a dedicated buyback account with the China Securities Depository and Clearing Corporation and plans to complete the cancellation by December 29, 2025 [4]. Group 3: Legal Compliance and Commitments - The board of directors has confirmed that the decision-making process and information disclosure comply with relevant laws and regulations, ensuring no harm to the rights of the incentive recipients or creditors [5]. - The company has committed to fulfilling all necessary legal obligations related to the buyback and cancellation process [5].

证券代码：600480 证券简称：凌云股份 公告编号：2025-077 凌云工业股份有限公司 股权激励限制性股票回购注销实施公告 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。 重要内容提示： 回购注销原因：凌云工业股份有限公司（以下简称"公司"）1 名激励 对象因个人原因离职，根据公司《2022 年限制性股票激励计划（草案）》（以 下简称"《激励计划》"）相关规定，离职人员不再符合激励对象资格，公司需要 回购注销其已获授但尚未解除限售的限制性股票。 根据公司《激励计划》"第十三章 公司及激励对象发生异动的处理"之"二、 激励对象个人情况发生变化"中第（四）款的规定：激励对象辞职、劳动合同期 1 本次注销股份的有关情况 | 回购股份数量 | 注销股份数量 | | 注销日期 | | | | | --- | --- | --- | --- | --- | --- | --- | | 76,050 股 | 76,050 股 | 2025 | 12 | 年 | 月 | 29 日 | 一、本次限制性股票回购注销的决策与信息披露 2025 ...

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 0718 号 二〇二五年十二月 法律意见书 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 南昌 昆明 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 0718 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（以下简称"本 ...

Group 1 - The company held its second extraordinary general meeting of shareholders on December 16, 2025, in Hebei Province, with all procedures complying with the Company Law and Articles of Association [2][3] - All proposed resolutions were approved during the meeting, including the appointment of the auditing firm for 2025, the expected daily related transactions for 2026, and the completion of certain fundraising projects [3][4] - The meeting was attended by all seven current directors and the company secretary, with legal counsel present to ensure compliance with relevant laws and regulations [3][4] Group 2 - The company announced that its controlling shareholder, Northern Lingyun Industrial Group, received approval from China Ordnance Industry Group to issue non-public exchangeable bonds, with a maximum amount of 500 million yuan [6] - The issuance of these bonds will be based on the market conditions at the time and requires further application to the Shanghai Stock Exchange [6]

Investment Rating - The report maintains a "Buy" recommendation for the automotive industry [2]. Core Insights - Global light vehicle sales in October reached approximately 7.9 million units, a year-on-year increase of 2.6% and a month-on-month increase of 0.5%. However, overseas sales totaled about 4.77 million units, showing a year-on-year decline of 0.4% and a month-on-month decline of 1.5% [2]. - North American sales were 1.56 million units, down 5.0% year-on-year but up 1.1% month-on-month. European sales were approximately 1.48 million units, up 2.9% year-on-year but down 7.5% month-on-month. In contrast, Chinese sales reached 3.13 million units, up 7.6% year-on-year and 3.7% month-on-month [2]. - The report anticipates that overseas light vehicle sales will reach 55.88 million units in 2025, a year-on-year increase of 1.3%, and 56.14 million units in 2026, a year-on-year increase of 0.5% [2]. Summary by Sections 1. Industry: Sales, Exchange Rates, Freight - Global light vehicle sales data indicates a mixed performance across regions, with North America and Europe facing declines while China shows growth [2][5]. - The report highlights the impact of exchange rates and freight costs on the automotive industry, noting a downward trend in the CCFI (China Container Freight Index) [24]. 2. Market Competition - The competitive landscape is analyzed, showing the market shares of major automotive groups, including Toyota, Volkswagen, and BYD, with a focus on their performance in the global market [28][29]. - The report also discusses the dynamics of the global new energy vehicle market, emphasizing the growth of companies like BYD and Tesla [33][34]. 3. Export Situation of Automotive and Parts Companies - The report provides insights into the export performance of domestic automotive manufacturers, highlighting the monthly growth rates of narrow passenger vehicle exports [39][40]. - It lists companies with significant overseas revenue, indicating their reliance on international markets [42].