申万宏源证券承销保荐有限责任公司 关于 宁波成形控股有限公司 免于发出要约收购宁波精达成形装备股份有限公司 之 2025 半年度持续督导意见 财务顾问 二〇二五年九月 申万宏源证券承销保荐有限责任公司（以下简称"申万宏源承销保荐"、"本 财务顾问"）接受委托，担任宁波成形控股有限公司（以下简称"成形控股"、 "收购人"）免于发出要约收购宁波精达成形装备股份有限公司（以下简称"宁 波精达"、"上市公司"）的财务顾问。 根据《上市公司收购管理办法》第七十一条，"自收购人公告上市公司收购 报告书至收购完成后 12 个月内，财务顾问应当通过日常沟通、定期回访等方式， 关注上市公司的经营情况，结合被收购公司定期报告和临时公告的披露事宜，对 收购人及被收购公司履行持续督导职责"，本财务顾问持续督导期从 2025 年 6 月 10 日开始。 2025 年 8 月 19 日，上市公司披露了 2025 年半年度报告。通过日常沟通，结 合上市公司的2025 年半年度报告，本财务顾问出具 2025 年半年度的持续督导意见。 本意见所依据的文件、书面资料等由收购人与宁波精达提供，收购人与宁波精达 保证对其真实性、准确性和完整性承担全 ...

宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 宁波精达成形装备股份有限公司 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 ， 现场会议地点：浙江省宁波市江北工业园 C 区金山路 377 号办公大楼五楼会议 室 会议召集人：公司董事会 会议主持人：董事长张旦先生 会议资料 浙江宁波 二零二五年九月 宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 宁波精达成形装备股份有限公司 现场会议时间：2025 年 9 月 4 日上午 9:30 网络投票时间：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 参会人员：股东及股东代表，公司董事、监事、高管人员及见证律师 一、签到、宣布会议开始 股东及股东代理人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）并领取《表决票》 二、会议议案 宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 三、审议、表决 宁波精达成形装备股份有限公司董事会 二零二五年九月 宁波精达 ...

2025 年第一次临时股东会 会议资料 宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 宁波精达成形装备股份有限公司 宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 目录 | 2025 年第一次临时股东会议程 | | 1 | | --- | --- | --- | | 2025 年第一次临时股东会须知 | | 3 | | 2025 年第一次临时股东会议案 | | 5 | | 议案一：关于变更注册资本、取消监事会并修订《公司章程》的议案 | | 5 | | 议案二：股东会议事规则 | | 6 | | 议案三:董事会议事规则 | | 7 | | 议案四：信息披露制度 | | 8 | | 议案五：关联交易管理制度 | | 9 | | 议案六：募集资金管理制度 | | 10 | | 议案七：控股股东及实际控制人行为规范 | | 11 | | 议案八：累积投票制度实施细则 | | 12 | | 议案九：董事和高级管理人员薪酬管理制度 | | 13 | | 议案十：重大事项内部报告制度 | | 14 | 宁波精达成形装备股份有限公司 2025 年第一次临时股东会资料 浙江宁波 二零二五年九 ...

Market Performance - The three major indices experienced an increase during the week of August 18 to August 22, with the Shanghai Composite Index rising by 3.49%, the Shenzhen Component Index by 4.57%, and the ChiNext Index by 5.85% [1][2]. Stock Movements - A total of 11 stocks saw a weekly increase of over 40%, with two stocks increasing by more than 60%. Kosen Technology led with a weekly increase of 61.14%, followed by Garden Shares at 61.09%, and Zhen'an Technology at 53.11% [3][4]. - On the downside, 14 stocks experienced a decline of over 15%, with *ST Gaohong leading the drop at 22.67% [3][4]. Trading Activity - 94 stocks had a turnover rate exceeding 100% during the week, with Guangdong Jianke at the top with a turnover rate of 251.47% [5][6]. - The majority of stocks with high turnover rates belonged to the machinery, electronics, and computer sectors [5]. Capital Flow - The machinery sector faced a net outflow of over 18 billion yuan, while the communication, comprehensive, and media sectors saw net inflows [8]. - ZTE Corporation received the highest net inflow of 7.019 billion yuan, with a weekly increase of 32.21% [9]. Institutional Research - A total of 170 listed companies were researched by institutions, with Desai Xiwai receiving the most attention from 228 institutions [12][14]. - The focus of institutional research was primarily on industrial machinery, electronic components, and electrical equipment sectors [12]. New Institutional Interests - 91 stocks were newly favored by institutions, with eight stocks receiving target prices. For instance, Xinqianglian was rated "Overweight" by Huatai Securities with a target price of 42.00 yuan [15][16][17].

Group 1 - The A-share market showed mixed performance on August 21, with the Shanghai Composite Index rising by 0.44%, while sectors such as agriculture, beauty care, and retail performed well, while machinery and automotive sectors lagged [1] - The machine tool ETF (159663.SZ) decreased by 0.90%, with individual stocks like Ningbo Jingda, Baichu Electronics, Hongya CNC, and Kede CNC showing gains of 2.36%, 1.78%, 1.61%, and 1.29% respectively, while Guojijiangong and Yingweiting saw declines of -5.38% and -3.90% [1] - According to GGII, the humanoid robot market in China is projected to reach 2.158 billion yuan in 2024 and grow to 38 billion yuan by 2030, with a CAGR exceeding 61%, and sales expected to increase from 4,000 units to 271,200 units [1] Group 2 - Xiangcai Securities' report highlights three investment directions in the humanoid robot sector: technological breakthroughs, application scenarios, and global layout, emphasizing the importance of core component localization and AI integration [2] - The industry is expected to exhibit characteristics of hardware standardization, software intelligence, and fragmented application scenarios, with companies capable of full-chain innovation and ecosystem integration leading the growth [2] - The machine tool ETF (159663) closely tracks the China Machine Tool Index, covering key areas in high-end equipment manufacturing, including laser equipment, machine tools, robots, and industrial control equipment, aligning with the new productivity concept emphasizing innovation and industrial upgrading [2]

Group 1 - The A-share market showed mixed performance on August 20, with the Shanghai Composite Index rising by 0.11%, driven by gains in sectors such as non-ferrous metals, food and beverage, and banking, while computer and pharmaceutical sectors faced declines [1] - The machine tool sector demonstrated strength, with the Machine Tool ETF (159663.SZ) increasing by 0.08%. Notable individual stock performances included Zhejiang Haideman rising by 11.14%, Guoji Precision Engineering by 8.61%, and Ningbo Jingda by 4.85% [1] - According to IDC, the global robot market is projected to exceed $400 billion by 2029, with China expected to account for nearly half of this market. In 2024, the global commercial service robot shipment is anticipated to surpass 100,000 units, with delivery and cleaning robots dominating the market [1] Group 2 - Huachuang Securities reports that the humanoid robot industry is rapidly developing due to the open-sourcing of AI large models and the Nvidia Cuda robot ecosystem. The long-term market potential is expected to reach a trillion-dollar scale, with mass production of humanoid robots anticipated to begin around 2025 [1] - The Machine Tool ETF closely tracks the China Machine Tool Index, which encompasses critical segments of the high-end equipment manufacturing sector, including laser equipment, machine tools, robots, and industrial control equipment, reflecting the core of innovation-driven industrial upgrades [2]

Core Points - Ningbo Jingda (603088) reported a total revenue of 401 million yuan for the first half of 2025, a year-on-year increase of 1.1%, while the net profit attributable to shareholders decreased by 25.77% to 65.05 million yuan [1] - The company's accounts receivable increased significantly, with a year-on-year growth of 76.3% [1] - The gross margin decreased to 36.9%, down 22.47% year-on-year, and the net margin fell to 16.59%, a decrease of 26.84% [1] Financial Performance - Total revenue for 2025 was 401 million yuan, compared to 396 million yuan in 2024, reflecting a 1.1% increase [1] - Net profit attributable to shareholders was 65.05 million yuan, down from 87.64 million yuan in 2024, marking a decline of 25.77% [1] - The company's gross margin decreased from 47.59% in 2024 to 36.9% in 2025, while the net margin fell from 22.68% to 16.59% [1] Cash Flow and Assets - Cash and cash equivalents increased by 18.29% to 267 million yuan due to an increase in the scope of consolidation [3] - Accounts receivable rose by 58.57%, attributed to the expanded consolidation scope [3] - The company reported a significant increase in fixed assets by 103.77% and construction in progress by 366.41%, both due to the increase in the scope of consolidation [3] Cost and Expenses - Operating costs increased by 21.73% due to the acquisition of Wuxi Weiyan, which raised the cost of main business operations [4] - Total selling, administrative, and financial expenses amounted to 44.44 million yuan, accounting for 11.09% of revenue, a decrease of 14.2% year-on-year [1] - Research and development expenses decreased slightly by 0.6% [4] Future Outlook - Analysts expect the company's performance in 2025 to reach 161 million yuan, with an average earnings per share of 0.32 yuan [4]

Core Viewpoint - Ningbo Jingda (603088) reported stable revenue growth in the first half of 2025, achieving operating income of 401 million yuan and a net profit of 65 million yuan, with significant progress in various fields, particularly in heat exchanger equipment and precision presses [1] Group 1: Financial Performance - The company achieved operating income of 401 million yuan and a net profit of 65 million yuan in the first half of 2025, indicating stable revenue growth [1] - The core products, including heat exchangers and precision presses, showed steady development, with new models of precision presses gaining wide market recognition [1] Group 2: Strategic Acquisitions - The company completed the acquisition of 100% of Wuxi Weiyan's shares, enhancing its competitive edge through synergy [2] - Wuxi Weiyan specializes in precision molds and stamping parts, which complement Ningbo Jingda's main business, particularly in the heat exchanger sector [2][3] - The acquisition is expected to facilitate resource integration in customer channels and technology development, enhancing overall competitiveness [3] Group 3: Market Expansion - Wuxi Weiyan's market performance was strong, with over 50% of new mold orders being export orders, and a year-on-year growth of approximately 70% in export orders [3] - The establishment of JSMachinery GmbH in Germany aims to expand into the European market, leveraging Germany's technological resources [4] Group 4: Product Development and Market Trends - Ningbo Jingda continues to lead in the heat exchanger equipment sector, launching a globally innovative fin stock retrieval machine that enhances competitiveness in the market [5] - The automotive thermal management equipment market is expanding, with significant growth expected, making microchannel heat exchangers a key growth driver for the company [5] - The application of microchannel heat exchanger technology is extending into data center liquid cooling, industrial refrigeration, and chemical industries, driven by the rapid growth of the digital economy [6][7] Group 5: Future Outlook - The microchannel heat exchanger market in data centers is projected to reach nearly 20 billion yuan by 2030, with an annual compound growth rate of about 10.8%, providing new growth avenues for the company [7] - The demand for liquid cooling technology in data centers is expected to increase with the ongoing development of 5G, artificial intelligence, and big data technologies, positioning Ningbo Jingda favorably for future growth [7]

Core Insights - Ningbo Jingda achieved stable revenue growth with operating income of 401 million yuan and net profit of 65 million yuan in the first half of 2025 [2] - The company made significant progress in various fields, particularly in heat exchanger equipment and precision presses, with a notable expansion into multiple sectors for microchannel heat exchangers [2][6] Group 1: Capital Strategy and Acquisitions - The company successfully acquired 100% of Wuxi Weiyan's shares, enhancing its competitive edge through synergies in technology and customer resources [3] - Wuxi Weiyan's new orders, over 50% of which were export orders, saw a year-on-year increase of approximately 70%, with significant market performance in North America and emerging markets [4] - The acquisition allows for resource integration in customer channels and technology development, enhancing overall competitiveness and risk resilience [4] Group 2: Product Development and Market Expansion - The establishment of JSMachinery GmbH in Germany aims to leverage local technological resources and enhance brand influence in the European market [5] - The company continues to lead in the heat exchanger equipment sector, with the successful mass production of a three-station fin access machine, improving competitiveness in the market [6] - The automotive thermal management equipment market is expanding, with a projected market size of approximately 16 billion USD by 2028, and the company is enhancing its competitiveness in this sector [7] Group 3: Microchannel Heat Exchanger Applications - Microchannel heat exchangers are extending into diverse fields, including data center liquid cooling, driven by the rapid growth of the digital economy [8] - The company has developed specific air conditioning fin molds for AI data centers, laying the groundwork for entering the high-margin liquid cooling market [8] - The microchannel heat exchanger market in China is expected to reach nearly 20 billion yuan by 2030, with an annual compound growth rate of approximately 10.8%, presenting new growth opportunities for the company [8]

证券之星消息，8月19日通用设备板块较上一交易日上涨0.63%，山科智能领涨。当日上证指数报收于 3727.29，下跌0.02%。深证成指报收于11821.63，下跌0.12%。通用设备板块个股涨跌见下表： 从资金流向上来看，当日通用设备板块主力资金净流出15.1亿元，游资资金净流出3.53亿元，散户资金净 流入18.62亿元。通用设备板块个股资金流向见下表： | 代码 | 名称 | 主力净流入(元) | 主力净占比 游资净流入 (元) | | 游资净占比 散户净流入 (元) | | 散户净占比 | | --- | --- | --- | --- | --- | --- | --- | --- | | 002046 | 国机精工 | 1.97 Z | 11.16% | -9067.93万 | -5.15% | -1.06 Z | -6.01% | | 301368 | 丰立智能 | 1.82 乙 | 11.50% | -9593.00万 | -6.05% | -8653.97万 | -5.46% | | 002158 汉钟精机 | | 1.38 Z 1 | 13.23% | -7642.02万 | -7.31 ...