证券代码：600933 证券简称：爱柯迪 公告编号：临 2025-092 转债代码：110090 转债简称：爱迪转债 爱柯迪股份有限公司 关于调整第六期限制性股票激励计划回购价格 及回购注销部分激励对象已获授但尚未解除限售的 限制性股票的公告 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： ? 限制性股票回购数量：10.90 万股 ? 限制性股票回购价格：6.85 元/股 爱柯迪股份有限公司（以下简称"公司"）于 2025 年 8 月 27 日召开第四届 董事会第十三次会议、第四届监事会第十一次会议，审议通过《关于调整第六期 限制性股票激励计划回购价格及回购注销部分激励对象已获授但尚未解除限售 的限制性股票的议案》，现将有关事项公告如下： 性股票激励计划首次授予结果的公告》（公告编号：临 2024-119），公司在办 理授予登记事项过程中，由于部分激励对象自愿放弃全部限制性股票等原因，本 次激励计划授予人数由 850 人调整为 842 人，授予数量由 750.80 万股调整为 第八次会议，审议通过《关于向激励对 ...

Core Points - The company held its 13th meeting of the 4th Board of Directors on August 27, 2025, with all 7 directors present, complying with relevant laws and regulations [1][2]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and summary with a unanimous vote of 7 in favor [2]. - The board approved a special report on the storage and actual use of raised funds for the first half of 2025, also with a unanimous vote of 7 in favor [2]. - The board approved an adjustment to the repurchase price of the sixth phase of the restricted stock incentive plan and the repurchase and cancellation of certain restricted stocks, with a unanimous vote of 7 in favor [3]. - The board approved a proposal for a subsidiary to apply for listing on the New Third Board, with 6 votes in favor, 0 against, 0 abstentions, and 1 abstention due to conflict of interest [3][4]. - The board approved the establishment of a special account for raised funds and the signing of a regulatory agreement, with a unanimous vote of 7 in favor [4]. - The board approved the appointment of a new financial director, with a unanimous vote of 7 in favor [4]. - The board approved amendments to the Articles of Association and related governance documents, with a unanimous vote of 7 in favor, pending shareholder approval [5]. - The board approved the election of a non-independent director, with a unanimous vote of 7 in favor, pending shareholder approval [5]. - The board approved amendments to the Independent Director System, with a unanimous vote of 7 in favor, pending shareholder approval [5]. - The board approved amendments to the External Investment Management System, with a unanimous vote of 7 in favor, pending shareholder approval [6]. - The board approved amendments to the External Guarantee Management System, with a unanimous vote of 7 in favor, pending shareholder approval [6]. - The board approved amendments to the Related Party Transaction Management System, with a unanimous vote of 7 in favor, pending shareholder approval [6]. - The board approved amendments to the Internal Control System, with a unanimous vote of 7 in favor, pending shareholder approval [6]. - The board approved amendments to the Fund Management Measures, with a unanimous vote of 7 in favor, pending shareholder approval [8]. - The board approved a proposal to convene the third extraordinary general meeting of shareholders in 2025, with a unanimous vote of 7 in favor [8].

Meeting Overview - The sixth meeting of the fourth board of independent directors of Aikodi Co., Ltd. was held on August 27, 2025, combining on-site and remote voting methods [1] - Three independent directors were present, and the meeting was convened and chaired by Mr. Fan Baoqun, who was jointly nominated by the majority of independent directors [1] Meeting Resolutions - The independent directors reviewed and voted on the proposal regarding the application for the New Third Board listing by the controlling subsidiary, Fule Precision [1] - The application is expected to enhance Fule Precision's corporate governance structure, broaden capital channels, and support its business development [1] - The proposal was unanimously approved, indicating it does not harm the interests of shareholders or the company, nor does it affect the company's control over the subsidiary or its independent listing status [1][2] - The decision will be submitted to the company's board of directors for further review, complying with legal and regulatory requirements [1]

Meeting Overview - The 11th meeting of the 4th Supervisory Board of Aikodi Co., Ltd. was held with all 3 supervisors present, ensuring compliance with relevant laws and regulations [1][2] Agenda Review 2025 Semi-Annual Report - The Supervisory Board approved the 2025 semi-annual report, confirming it meets the requirements of the China Securities Regulatory Commission and Shanghai Stock Exchange, accurately reflecting the company's operational and financial status [2][3] Special Report on Fund Usage - The Supervisory Board approved the special report on the storage and actual usage of raised funds for the first half of 2025, affirming it accurately reflects the company's fund usage and complies with relevant regulations [3][4] Adjustment of Stock Incentive Plan - The Supervisory Board approved the adjustment of the repurchase price for the 6th phase of the stock incentive plan from 7.15 yuan/share to 6.85 yuan/share, ensuring no harm to the company or shareholders [4][5] New Third Board Listing Proposal - The Supervisory Board approved a proposal for a subsidiary to apply for listing on the New Third Board, pending further approval from the shareholders' meeting [5] Establishment of Special Fund Account - The Supervisory Board approved the establishment of a special account for raised funds from convertible bonds, ensuring compliance with regulations and protecting investor rights [5] Revision of Company Articles - The Supervisory Board approved the revision of the company's articles of association, which will also require approval from the shareholders' meeting [5]

证券代码：600933 证券简称：爱柯迪 公告编号：临 2025-098 重要内容提示： (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相 结合的方式 转债代码：110090 转债简称：爱迪转债 (四) 现场会议召开的日期、时间和地点 爱柯迪股份有限公司 召开的日期时间：2025 年 9 月 15 日 13 点 00 分 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。 召开地点：宁波市江北区金山路 588 号三楼会议室 (五) 网络投票的系统、起止日期和投票时间。 无 二、会议审议事项 本次股东大会审议议案及投票股东类型 投票股东类型 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 9 月 15 日 至2025 年 9 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当 ...

Core Viewpoint - The company reported a revenue of 3.45 billion yuan in the first half of 2025, showing a year-on-year increase of 6.16%, with a net profit attributable to shareholders of 573 million yuan, up 27.42% year-on-year [3]. Financial Performance - In Q2 2025, the company achieved a revenue of 1.784 billion yuan, representing a year-on-year growth of 11.01% and a quarter-on-quarter increase of 7.12%. The net profit attributable to shareholders for the same period was 316 million yuan, reflecting a year-on-year increase of 44.95% and a quarter-on-quarter increase of 22.77% [3]. - The company's net profit margin for H1 2025 was 16.6%, an increase of 2.8 percentage points year-on-year, while the gross profit margin was 29.25%, up 0.57 percentage points year-on-year [4]. Cost Management - The expense ratio for Q2 2025 was 7.69%, down 5.30 percentage points year-on-year and 3.70 percentage points quarter-on-quarter. The breakdown of expenses showed sales, management, financial, and R&D expense ratios at 0.65%, 6.46%, -4.19%, and 4.77% respectively [5]. Strategic Developments - The acquisition of Zhuoerbo is progressing, with commitments for net profits of no less than 1.415 billion yuan, 1.569 billion yuan, and 1.741 billion yuan for 2025-2027, totaling a minimum of 4.725 billion yuan [7]. - The company is expanding its overseas production capacity, with the second phase of the factory in Mexico starting production in H1 2025 and a new aluminum casting factory in Malaysia under construction [8]. Business Outlook - The company forecasts net profits attributable to shareholders of 1.19 billion yuan, 1.486 billion yuan, and 1.778 billion yuan for 2025-2027, with corresponding price-to-earnings ratios of 16x, 13x, and 11x [9].

Investment Rating - The report maintains a "Buy" rating for the company, expecting a relative performance increase of over 15% against the benchmark index in the next 6 to 12 months [9] Core Views - The company has demonstrated robust revenue growth and improved profit margins, driven by global expansion and a dual focus on automotive and robotics sectors [1][3] - The company reported a significant increase in revenue and net profit for the first half of 2025, with revenue reaching 3.05 billion yuan, up 6.16% year-on-year, and net profit at 573 million yuan, up 27.42% year-on-year [2] - The report highlights the company's strategic overseas capacity expansion, new product development, and high capacity utilization as key drivers of growth [4][6] Revenue and Profitability - The company achieved a revenue of 5,957 million yuan in 2023, with projected growth rates of 40% in 2023, 13% in 2024, and 18% in 2025 [1] - The net profit for 2023 is forecasted at 913 million yuan, with expected growth rates of 41% in 2023, 3% in 2024, and 28% in 2025 [1] - The gross margin for the first half of 2025 was reported at 29.25%, reflecting a year-on-year increase of 0.57 percentage points [2] Strategic Initiatives - The company is expanding its production capacity in North America and Europe, with new facilities in Mexico and Malaysia, which are expected to enhance market responsiveness and customer loyalty [4][6] - The company is actively developing over 400 new products annually, with an anticipated total sales revenue of no less than 10 billion yuan over their lifecycle [4] - The acquisition of a 71% stake in Zhuolibo, a micro-motor company, is expected to enhance revenue and profit, with projected net profits of 142 million yuan, 157 million yuan, and 174 million yuan from 2025 to 2027 [6] Financial Projections - The company’s revenue is projected to reach 7,962 million yuan in 2025, with a year-on-year growth of 18%, and net profit is expected to be 1,204 million yuan, reflecting a growth of 28% [1][6] - The report anticipates continued improvements in gross margins and potential foreign exchange gains, contributing to overall profitability [6]

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting it to outperform the benchmark index by over 20% in the next six months [2][18]. Core Views - The company reported a 6% year-on-year increase in revenue for the first half of 2025, reaching 3.45 billion yuan, and a 27% increase in net profit attributable to shareholders, amounting to 573 million yuan [2]. - The report highlights the company's strong performance in the second quarter of 2025, with revenue of 1.78 billion yuan, reflecting an 11% year-on-year growth, and a net profit of 316 million yuan, which is a 45% increase compared to the previous quarter [7]. - The company is expected to focus on the growth of its mid-to-large component segments and the development of its robotics business in 2025 [7]. Financial Performance - The company achieved a gross margin of 29.7% in the first half of 2025, benefiting from cost management and increased export sales [7]. - The report projects the company's net profit for 2025 to be adjusted to 1.2 billion yuan, reflecting a 27% growth, with further increases expected in subsequent years [8]. - The company's total revenue is forecasted to grow from 6.746 billion yuan in 2024 to 10.402 billion yuan by 2027, with a compound annual growth rate of 15.6% [8]. Business Development - The company is expanding its capabilities in large-scale die-casting, with significant improvements in self-manufacturing capabilities for molds over 2000 tons [7]. - A new wholly-owned subsidiary, Shun Dong Robotics, has been established to focus on the development and sales of robotics-related components and wearable equipment [7]. - The company aims to enhance its product offerings in the robotics sector, including humanoid robot components and exoskeleton products, with future production in its Mexican factory [7].

| 项目 | 交易对方 | | --- | --- | | 发行股份及支付现金购买资产 | 王成勇、王卓星、周益平 | | 募集配套资金 | 不超过 名符合条件的特定对象 35 | 独立财务顾问 二〇二五年八月 爱柯迪股份有限公司 发行股份及支付现金购买资产并募集配套资金报告书（草案）摘要 | 股票代码：600933 | 股票简称：爱柯迪 | 上市地点：上海证券交易所 | | --- | --- | --- | | 转债代码：110090 | 转债简称：爱迪转债 | 上市地点：上海证券交易所 | 爱柯迪股份有限公司 发行股份及支付现金购买资产并募集配 套资金报告书（草案）摘要（注册稿） 本报告书及其摘要所述事项并不代表中国证监会、上海证券交易所对于本次 交易相关事项的实质性判断、确认或批准，也不表明中国证监会和上海证券交易 所对本报告书及其摘要的真实性、准确性、完整性作出保证。本报告书及其摘要 所述本次交易相关事项的生效和完成尚待取得中国证监会的注册及其他有权监 管机构的批准。审批机关对本次交易所做的任何决定或意见，均不表明其对公司 股票的价值或投资者的收益作出实质性判断或保证。 本次交易完成后，本公司经营与 ...

独立财务顾问 二〇二五年八月 | 股票代码：600933 | 股票简称：爱柯迪 | 上市地点：上海证券交易所 | | --- | --- | --- | | 转债代码：110090 | 转债简称：爱迪转债 | 上市地点：上海证券交易所 | 爱柯迪股份有限公司 发行股份及支付现金购买资产并募集配 套资金报告书（草案）（注册稿） | 项目 | 交易对方 | | --- | --- | | 发行股份及支付现金购买资产 | 王成勇、王卓星、周益平 | | 募集配套资金 | 不超过 35 名符合条件的特定对象 | 爱柯迪股份有限公司 发行股份及支付现金购买资产并募集配套资金报告书（草案） 交易各方声明 一、上市公司及全体董事、监事、高级管理人员声明 本公司及全体董事、监事、高级管理人员承诺并保证本报告书及其摘要内容 的真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并对其真实性、 准确性和完整性承担相应的法律责任。如因提供的信息、出具的说明及确认存在 虚假记载、误导性陈述或重大遗漏，给投资者造成损失的，将依法承担赔偿责任。 本公司控股股东、实际控制人及全体董事、监事、高级管理人员承诺：如本 次交易所提供或披露的 ...