天册（宁波）律师事务所 浙江天册（宁波）律师事务所 关于 宁波弘讯科技股份有限公司 2025 年第一次临时股东大会 法 律 意 见 书 致：宁波弘讯科技股份有限公司 浙江天册（宁波）律师事务所（以下简称"本所"）接受宁波弘讯科技股份有限 公司（以下简称"公司"）的委托，指派本所律师列席了公司于 2025 年 9 月 11 日召 开的 2025 年第一次临时股东大会（以下简称"本次股东大会"），并根据《中华人 民共和国公司法》（以下简称"《公司法》"）、《上市公司股东会规则》（以下简 称 "《股东会规则》"）等法律、法规、规范性文件以及《宁波弘讯科技股份有限 公司章程》（以下简称"《公司章程》"）的相关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与本次股东大会有关的文件。 经本所律师核查，这些文件中的副本或复印件均与正本或原件相符。 本所律师同意将本法律意见书作为公司本次股东大会公告材料，随其他须公告的 文件一同公告，并依法对本所律师在其中发表的法律意见承担责任。 本法律意见书仅就公司本次股东大会所涉及到的相关法律事项出具。除此以外， 未经本所同意，本法律意见书不得为任何其他人用于任何其 ...

宁波弘讯科技股份有限公司 2025年第一次临时股东大会资料 2025 年第一次临时股东大会 会议材料 二零二五年九月十一日 1 / 9 宁波弘讯科技股份有限公司 | 一、 | 2025 | 年第一次临时股东大会会议议程 3 | | --- | --- | --- | | 二、 | 2025 | 年第一次临时股东大会会议须知 5 | | 三、 | 2025 | 年第一次临时股东大会表决说明 7 | | 四、 | 2025 | 年第一次临时股东大会议案 8 | | 议案 | 1 | 关于取消监事会并修订《公司章程》及相关议事规则的议案 8 | | 议案 | 2 | 关于修订及制定公司部分治理制度的议案 9 | 1. 与会人员签到，领取会议资料；股东（或股东代表）同时递交身份证明材料 （授权委托书、营业执照复印件、身份证复印件等）； 2. 会议主持人宣布股东大会会议开始； 3. 会议主持人宣布出席股东大会现场会议的股东（或股东代表）人数及所持有 的表决权股份总数，占公司有表决权股份总数的比例；并同时宣布参加现场 会议的其他人员； 4. 提议现场会议的计票人、监票人； 5. 董事会秘书宣读大会会议须知。 1. 针对股 ...

Group 1 - The core viewpoint of the news is that 弘讯科技 (Hongxun Technology) has shown fluctuations in its financing activities and stock performance, with a notable decrease in net profit despite a slight increase in revenue [1][2] - On September 1, 弘讯科技's stock price increased by 0.74%, with a trading volume of 120 million yuan. The financing buy-in amount was 9.4678 million yuan, while the financing repayment was 13.0671 million yuan, resulting in a net financing buy of -3.5993 million yuan [1] - As of September 1, the total financing and securities balance for 弘讯科技 was 167 million yuan, which represents 3.36% of its circulating market value, indicating a low financing balance compared to the past year [1] Group 2 - As of June 30, 弘讯科技 had 44,100 shareholders, a decrease of 18.61% from the previous period, while the average circulating shares per person increased by 22.87% to 9,168 shares [2] - For the first half of 2025, 弘讯科技 reported a revenue of 436 million yuan, a year-on-year increase of 1.04%, but the net profit attributable to shareholders decreased by 21.48% to 28.2296 million yuan [2] - Since its A-share listing, 弘讯科技 has distributed a total of 364 million yuan in dividends, with 101 million yuan distributed in the last three years [2]

Core Viewpoint - Hongxun Technology (603015) reported mixed financial results for the first half of 2025, with a slight increase in total revenue but a significant decline in net profit, indicating potential challenges in profitability and cash flow management [1]. Financial Performance - Total revenue for the first half of 2025 reached 436 million yuan, a year-on-year increase of 1.04% [1]. - Net profit attributable to shareholders was 28.23 million yuan, down 21.48% compared to the previous year [1]. - In Q2 2025, total revenue was 221 million yuan, a decrease of 12.82% year-on-year, while net profit dropped 73.86% to 4.99 million yuan [1]. - Gross margin stood at 36.21%, a slight decrease of 0.3% year-on-year, and net margin was 6.37%, down 15.12% [1]. - Total expenses (selling, administrative, and financial) amounted to 98.81 million yuan, representing 22.66% of revenue, an increase of 25.57% year-on-year [1]. Balance Sheet Highlights - Accounts receivable totaled 303 million yuan, slightly up by 0.33% year-on-year, with accounts receivable to net profit ratio at 475.56% [1]. - Cash and cash equivalents increased by 13.99% to 408 million yuan [1]. - Interest-bearing liabilities decreased by 3.62% to 516 million yuan [1]. - Earnings per share fell to 0.07 yuan, a decrease of 22.22% year-on-year [1]. Cash Flow Analysis - Operating cash flow per share was 0.03 yuan, down 57.17% year-on-year, indicating cash flow challenges [1]. - Investment cash flow increased significantly by 382.1%, attributed to the maturity of short-term financial products [4]. - Financing cash flow decreased dramatically by 665.15%, primarily due to the repayment of short-term loans [4]. Operational Insights - The company’s return on invested capital (ROIC) was 3.57%, indicating weak capital returns, with a historical median ROIC of 4.48% since its listing [4]. - The business model relies heavily on research and development, necessitating careful examination of the underlying drivers of this growth [4]. - Recent legal issues have impacted other payables, with a 35.91% increase attributed to litigation compensation [3]. Market Position and Future Outlook - The company has been involved in significant projects in the nuclear fusion sector through its subsidiary EEI, showcasing its capabilities in advanced technology applications [5]. - The financial metrics suggest a need for improved profitability and cash flow management to enhance overall financial health and investor confidence [1][4].

Core Viewpoint - On August 26, no A-share listed companies disclosed any increase in shareholding, while 14 companies announced share reductions, indicating a trend of shareholder divestment in the market [1]. Summary by Category Share Reduction Details - Dabo Medical: Shareholder Dabo International plans to reduce its stake by no more than 2% [2] - Sichuan Shuangma: Shareholders plan to collectively reduce their stake by no more than 2% [2] - Gaolan Co.: No specific details provided [2] - Yingpais: Specific shareholder Qingdao Qingying intends to reduce no more than 200,000 shares [2] - Chaoyang Technology: Shareholders plan to reduce no more than 3% of their shares [2] - Shenke Da: Director and Deputy General Manager Zhang Xinming plans to reduce no more than 0.88% of shares [2] - Xindong Link: Electronic Institute and Microelectronics Institute plan to collectively reduce no more than 1% of shares [2] - Guomai Culture: Some directors and senior management plan to reduce no more than 0.05% of shares [2] - Zhongwei Company: Xuexin Investment plans to reduce no more than 2% of the total share capital [2] - Shenma Power: Chen Xiaoqin plans to reduce no more than 3% of shares [2] - Hongxun Technology: Some directors and senior management plan to reduce their shares [2] - Weiming Environmental Protection: Major shareholders and concerted actors plan to reduce no more than 1.55% of shares [2] - Yicheng Material: Guoxin Shanghai plans to reduce no more than 1.46% of the total share capital [2] - Liande Co.: Shareholders plan to collectively reduce no more than 2.37% of shares [2]

证券代码：603015 证券简称：弘讯科技 公告编号：2025-031 宁波弘讯科技股份有限公司 重要内容提示： 俞田龙先生、阴昆先生、郑琴女士因自身资金需求，计划自本公告披 露之日起 15 个交易日后的 3 个月内，分别拟减持不超过 30,825 股， 57,000 股，14,800 股，均不超过其所持有本公司股份总数的 25%，减 持价格按照减持实施时的市场价格为准。 | 股东名称 | 俞田龙 | | | | --- | --- | --- | --- | | 股东身份 | 控股股东、实控人及一致行动人 | □是 | □否 | | | 直接持股 5%以上股东 | □是 | □否 | | | 董事、监事和高级管理人员 | √是 | □否 | | | 其他：不适用 | | | | 持股数量 | 123,300股 | | | | 持股比例 | 0.0305% | | | | 当前持股股份来源 | 股权激励取得：48,000股 | | | 一、减持主体的基本情况 1 董事、高管持股的基本情况 截止本公告日，董事俞田龙先生、董事阴昆先生、董秘郑琴女士分别 持有宁波弘讯科技股份有限公司（以下简称"公司"）股份 123 ...

Summary of Key Points Core Viewpoint - The announcement details the shareholding status and planned share reductions by key executives of Ningbo Hongxun Technology Co., Ltd. due to personal financial needs, with specific quantities and timelines outlined for each individual [1][2]. Shareholding Status - As of the announcement date, the shareholdings of the directors are as follows: - Mr. Yu Tianlong holds 123,300 shares, representing 0.0305% of the total share capital [1]. - Mr. Yin Kun holds 228,000 shares, representing 0.0564% of the total share capital [1]. - Ms. Zheng Qin holds 59,200 shares, representing 0.0146% of the total share capital [1]. Reduction Plans - Mr. Yu Tianlong plans to reduce his holdings by up to 30,825 shares, which is a maximum of 0.0076% of the total shares, during the period from September 17, 2025, to December 16, 2025 [2]. - Mr. Yin Kun plans to reduce his holdings by up to 57,000 shares, which is a maximum of 0.0141% of the total shares, during the same period [2]. - Ms. Zheng Qin plans to reduce her holdings by up to 14,800 shares, which is a maximum of 0.0037% of the total shares, during the same period [2]. Reasons for Reduction - The reductions are attributed to personal financial needs of the respective shareholders [2]. Compliance and Disclosure - The company will adhere to relevant regulations and fulfill information disclosure obligations during the reduction period [2].

Group 1 - The company Hongxun Technology (603015.SH) announced that three individuals, Mr. Yu Tianlong, Mr. Yin Kun, and Ms. Zheng Qin, plan to reduce their holdings due to personal financial needs [1] - The planned share reduction will occur within three months starting from 15 trading days after the announcement [1] - The maximum number of shares to be reduced by each individual is 30,825 shares, 57,000 shares, and 14,800 shares, respectively, not exceeding 25% of their total holdings in the company [1]

Core Viewpoint - 弘讯科技 reported a slight increase in revenue for the first half of 2025 despite challenges from global economic fluctuations and exchange rate impacts, indicating stable operational fundamentals and ongoing overseas expansion and technology development [1][2]. Financial Performance - The company achieved revenue of 436 million yuan, a year-on-year increase of 1.04% [1]. - Total profit amounted to 29.71 million yuan, a decline of 26.11% year-on-year [1]. - Net profit attributable to shareholders was 28.23 million yuan, down 21.48% year-on-year [1]. - The net profit after excluding non-recurring gains and losses was 23.62 million yuan, a decrease of 41.28% year-on-year [1]. - The decline in net profit was primarily due to increased exchange losses from the appreciation of the New Taiwan Dollar [1]. Industry Environment - The industrial automation and intelligent manufacturing sectors in China received increased policy support in the first half of 2025, with initiatives like the "Manufacturing Digital Transformation Action Plan" promoting growth in related fields [2]. - The renewable energy sector is benefiting from EU policies such as the "European Green Deal" and "REPowerEU Energy Plan," creating a favorable market for the company's renewable energy business [2]. Business Operations - The industrial automation segment remains the main revenue driver, with stable performance in product areas like industrial control and drive systems, particularly in plastic and metal processing machinery [2]. - The company has established a leading market share in domestic injection molding control systems and is expanding its presence in the metal processing machinery sector [2]. - Collaboration with Taiwanese chip design companies has enhanced the company's supply chain control capabilities [2]. Digitalization and New Energy - The digitalization segment is advancing with the tmIoT cloud platform, which has been applied in various fields including plastic processing and smart agriculture [3]. - The renewable energy segment, particularly the Italian subsidiary EEI, reported revenue of 50.44 million yuan, a 16% year-on-year increase [3]. - EEI has made significant progress in energy storage solutions and has secured contracts for high-precision power systems in nuclear fusion projects [3]. Future Outlook - The company plans to continue focusing on its three core business areas, enhancing high-end product development in the domestic market, and deepening its global strategy through overseas bases [3]. - There is an emphasis on the synergistic development of digitalization and renewable energy businesses to mitigate the impact of exchange rate fluctuations and achieve long-term stable growth [3].

Core Viewpoint - Ningbo Hongxun Technology Co., Ltd. reported a slight increase in revenue but a significant decrease in net profit for the first half of 2025, primarily due to exchange losses from the appreciation of the New Taiwan Dollar [2][19]. Company Overview and Key Financial Indicators - The company achieved operating revenue of approximately 435.98 million yuan, a 1.04% increase compared to the same period last year [2]. - Total profit for the period was approximately 29.71 million yuan, representing a 26.11% decrease year-on-year [2]. - Net profit attributable to shareholders was approximately 28.23 million yuan, down 21.48% from the previous year [2]. - The net cash flow from operating activities was approximately 11.78 million yuan, a decrease of 57.17% compared to the same period last year [2]. - The company's total assets increased by 1.05% to approximately 2.17 billion yuan, while net assets attributable to shareholders rose by 4.28% to approximately 1.41 billion yuan [2]. Industry and Main Business Situation - The company operates in three main sectors: industrial automation, digitalization, and new energy, with a significant portion of revenue coming from the plastic machinery and metal processing machinery industries [3][19]. - The automation industry in China is crucial for economic transformation and industrial upgrading, with a stable market growth rate and significant potential for domestic brands to replace imports [3][4]. - The demand for automation equipment is driven by rising labor costs and the need for efficiency in manufacturing processes [3][4]. - The company’s automation segment benefits from government policies promoting high-end, intelligent, and green manufacturing [4][5]. Business Segment Performance - The automation segment includes a wide range of products such as control systems, servo systems, and various automation equipment, primarily serving the plastic and metal machinery sectors [19]. - The company’s control systems for injection molding machines hold a leading market share in China, indicating strong competitive positioning [19]. - The digitalization segment focuses on IoT solutions and data management services, enhancing operational efficiency for clients in various industries [19][16]. Future Outlook - The company is well-positioned to benefit from ongoing trends in industrial automation and digital transformation, supported by favorable government policies and increasing market demand for high-end manufacturing solutions [5][6]. - The growth of the plastic machinery market is expected to continue, driven by sectors such as 3C consumer electronics and the automotive industry [6][7].