证券代码：603197 证券简称：保隆科技 债券代码：113692 债券简称：保隆转债 上海保隆汽车科技股份有限公司 2025 年第三次临时股东会 会议资料 2025 年 11 月 四、股东在会议上有权发言和提问。为维护股东会的秩序，保证各股东充分 行使发言、提问的权利，请准备发言和提问的股东事先向会议秘书处登记，并提 供发言提纲。会议秘书处与主持人视会议的具体情况安排股东发言，安排公司有 关人员回答股东提出的问题，会议主持人视情况掌握发言及回答问题的时间。股 东发言时，其他参会人员应当充分尊重股东发言的权利，充分听取发言股东的意 见。 | 修订后的治理制度全文 13 | | --- | 2025 年第三次临时股东会会议资料 上海保隆汽车科技股份有限公司 2025 年第三次临时股东会会议须知 为了维护投资者的合法权益，确保股东在本公司 2025 年第三次临时股东会 期间依法行使权利，保证股东会的正常秩序和议事效率，依据中国证券监督管理 委员会《上市公司股东会规则》的有关规定，本次股东会会议须知如下： 一、股东会设立秘书处，负责会议的程序安排和会务工作。 二、董事会在股东会的召开过程中，应当以维护股东的合法权益 ...

Core Viewpoint - The evaluation results for the 2024 information disclosure work of listed companies have been released, showing that Baolong Technology has dropped two levels from B to D compared to the 2023 evaluation [1] Company Overview - Baolong Technology, officially known as Shanghai Baolong Automotive Technology Co., Ltd., is located at 5500 Shen Zhuang Highway, Songjiang District, Shanghai, and was established on May 20, 1997, with its listing date on May 19, 2017 [1] - The company specializes in the research, development, and production of automotive intelligence and lightweight products [1] Industry Classification - Baolong Technology is classified under the Shenwan industry as: Automotive - Automotive Parts - Other Automotive Parts [1] - The company is associated with several concept sectors, including AEB concept, Li Auto concept, automotive parts, sensors, and automotive lightweight [1] Management Information - The current Secretary of the Board for Baolong Technology is Yin Shufei, who has held the position since December 6, 2010 [1] - Yin Shufei, born in 1971, is of Han ethnicity, holds Chinese nationality, and does not have permanent residency abroad; he has a master's degree and previously worked at the Dongfeng Motor Company Technology Center [1]

Core Viewpoint - The evaluation results of information disclosure for listed companies in 2024 show a significant decline for Baolong Technology, dropping from a B rating in 2023 to a D rating in 2024 [1][2]. Company Overview - Baolong Technology, established on May 20, 1997, and listed on May 19, 2017, is located at 5500 Shen Zhuang Highway, Songjiang District, Shanghai. The company specializes in the research, production, and sales of automotive intelligence and lightweight products [1]. - The main business revenue composition includes: TPMS and accessories (30.60%), automotive metal pipe fittings (18.81%), intelligent suspension (16.12%), others (12.71%), valve stems and accessories (10.13%), sensors (9.32%), and other (supplementary) (2.31%) [1]. Industry Classification - Baolong Technology belongs to the Shenwan industry classification of automotive - automotive parts - other automotive parts. The company is associated with several concept sectors, including AEB concept, Li Auto concept, automotive parts, sensors, and automotive lightweight [1]. Evaluation Results - The 2024 evaluation results indicate that Baolong Technology is among several companies that have experienced a two-level downgrade compared to their 2023 evaluations, with a current rating of D [2].

Core Points - Baolong Technology announced the cancellation of stock options from its 2021 and 2023 incentive plans due to the expiration of the respective exercise periods [2] - A total of 114,000 stock options from the 2021 plan and 1,848,822 stock options from the 2023 plan were subject to cancellation, amounting to a total of 1,962,822 stock options [2] - The cancellation process was completed on November 4, 2025, after submission to the China Securities Depository and Clearing Corporation [2]

关于部分股票期权注销完成的公告 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。 上海保隆汽车科技股份有限公司（以下简称"公司"）于 2025 年 8 月 27 日召开了第七届董事会第二十八次会议、第七届监事会第二十六次会议，分别审 议通过了《关于注销公司 2021 年限制性股票与股票期权激励计划预留授予的部 分股票期权的议案》，因公司 2021 年激励计划股票期权预留授予的第二个行权 期已结束，该部分激励对象已获授但尚未行权的股票期权合计 114,000 份应予以 注 销 。 具 体 内 容 详 见 公 司 于 2025 年 8 月 29 日 在 上 海 证 券 交 易 所 网 站 (www.sse.com.cn)披露的《上海保隆汽车科技股份有限公司关于注销公司 2021 年限制性股票与股票期权激励计划预留授予的部分股票期权的公告》（公告编号： 2025-092）。 公司已向中国证券登记结算有限责任公司上海分公司提交了注销上述公司 2021 年限制性股票与股票期权激励计划预留授予及 2023 年限制性股票与股票期 权激励计划的 ...

Core Viewpoint - The company held a successful Q3 2025 earnings presentation, achieving a 100% response rate to investor questions, indicating strong engagement and transparency with stakeholders [1]. Group 1: Business Collaboration and Product Development - The company has signed strategic cooperation agreements with NIO and Li Auto, moving beyond mere component supply to joint product development and supply chain management in areas like TPMS, intelligent suspension, and sensors [2][3]. - The company is gradually investing resources to expand into the robotics sector, with ongoing developments in sensor-related business for robots [2][3]. Group 2: Financial Performance and Profitability - In Q3 2025, the company reported a 14% year-on-year revenue increase, but a 37% decline in net profit, attributed to intensified domestic competition affecting component suppliers' profitability [9][28]. - The company aims to maintain revenue growth while improving operational efficiency to address the "growth without profit" phenomenon caused by customer price reductions and tariff impacts [3][9]. Group 3: Market Position and Product Offerings - The company has established a comprehensive product matrix in the intelligent suspension industry, including air springs, control units, and integrated suspension systems, and has secured projects with high-end domestic models [6][12]. - The company anticipates significant revenue growth in the air suspension business, with a forecast of over 200,000 units produced in Q4, driven by demand from models like NIO ES8 and Li Auto i8 [5][6]. Group 4: Debt and Financial Management - The company has a total external guarantee amounting to 3.737 billion yuan, exceeding 116% of its net assets, and is implementing monitoring mechanisms to manage potential risks associated with high guarantees [4]. - The company plans to issue convertible bonds in 2024 to manage long-term debt, which could reduce the asset-liability ratio if converted into equity [9][28]. Group 5: R&D and Future Plans - The company is focusing on enhancing its R&D capabilities, particularly in intelligent suspension and sensor technologies, with a significant number of patents granted [10][32]. - The company is collaborating with experienced teams in the robotics field, with plans to gradually expand its product offerings in this area [19][38]. Group 6: Market Strategy and Investor Relations - The company emphasizes market management strategies, including stable dividends and share buybacks, to enhance shareholder value and maintain investor confidence [5][42]. - The company is committed to improving communication with investors through various channels, including performance briefings and interactive sessions, to effectively convey its value [5][42].

Core Viewpoint - The company anticipates significant revenue growth in its suspension business for Q4, driven by high capacity utilization in its intelligent suspension and sensor operations [1] Group 1: Business Performance - The company expects a notable increase in suspension business revenue in Q4, contributing to overall performance improvement [1] - The full-active suspension business is projected to gradually generate revenue starting in the second half of next year [1] Group 2: Market Outlook - The company forecasts that the domestic market penetration rate for air suspension systems will exceed 15% over the next two years [1]

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Insights - The company reported a revenue of approximately 6.048 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 20.3%. However, the net profit attributable to shareholders decreased by 20.3% year-on-year to 198 million yuan, and the net profit after deducting non-recurring items fell by 37.0% year-on-year to 132 million yuan, slightly below expectations [5][7] - The company experienced a quarter-on-quarter revenue increase of 13.9% in Q3 2025, reaching 2.098 billion yuan, while the net profit attributable to shareholders was 63 million yuan, showing a significant quarter-on-quarter improvement of 60.0% [7] - The company is expected to see further growth in its air suspension business in Q4, driven by strong orders from models such as NIO ES8 and Li Auto L90, which are anticipated to lead to record-high revenue in this segment [7] - The company has slightly adjusted its profit forecast for 2025-2027, now projecting net profits of 354 million yuan, 493 million yuan, and 624 million yuan respectively, with corresponding year-on-year growth rates of 17.0%, 39.4%, and 26.5% [7] Financial Data and Profit Forecast - For 2025, the total revenue is estimated at 8.661 billion yuan, with a year-on-year growth rate of 23.3%. The net profit attributable to shareholders is projected to be 354 million yuan, reflecting a year-on-year increase of 17.0% [6] - The gross profit margin for Q3 2025 was reported at 21.3%, with a slight quarter-on-quarter improvement of 0.9 percentage points [7] - The company’s return on equity (ROE) for 2025 is projected to be 10.6%, with a price-to-earnings (PE) ratio of 23 [6][7]

Group 1 - The company announced that it will provide guarantees for its wholly-owned subsidiary Baolong Industry and its controlling subsidiaries Baofu China and Longgan Electronics to facilitate their financing needs [2][35] - The total amount of guarantees for the year 2025 is capped at 4.5 billion RMB, which has been approved by the board and shareholders [3][36] - The guarantees provided do not require separate board or shareholder meetings for approval as they fall within the previously approved total guarantee amount [4][36] Group 2 - As of October 31, 2025, the total amount of guarantees provided by the company and its subsidiaries is approximately 3.74 billion RMB, which represents 116.89% of the company's latest audited net assets [36] - There are no overdue guarantees, and the company has not provided guarantees for its controlling shareholders or related parties [36]

Investment Rating - The report maintains a "Buy" rating for Baolong Technology [2][5]. Core Views - The report expresses optimism about the overseas market prospects for Baolong Technology's intelligent suspension systems, despite the company's performance being under pressure in the first three quarters of 2025 [2][11]. Financial Summary - Total revenue for 2023 is projected at 5,897 million, with a growth rate of 23.4%. Revenue is expected to reach 7,025 million in 2024, 8,390 million in 2025, 9,903 million in 2026, and 11,541 million in 2027, with growth rates of 19.1%, 19.4%, 18.0%, and 16.5% respectively [4][12]. - Net profit attributable to shareholders is forecasted to be 379 million in 2023, decreasing to 303 million in 2024, then recovering to 343 million in 2025, 493 million in 2026, and 698 million in 2027, with respective growth rates of 76.9%, -20.1%, 13.4%, 43.5%, and 41.8% [4][12]. - Earnings per share (EPS) is expected to be 1.77 in 2023, dropping to 1.42 in 2024, and then rising to 1.61 in 2025, 2.31 in 2026, and 3.27 in 2027 [4][12]. Market Data - The target price for Baolong Technology is set at 44.98 yuan, with a current market capitalization of 8,042 million [5][6]. - The stock has traded within a range of 33.98 to 52.50 yuan over the past 52 weeks [6]. Strategic Developments - Baolong Technology has formed a strategic partnership with Weifu High-Tech to enhance its full active suspension systems, indicating a deepening focus on intelligent suspension technology [11]. - The company has secured multiple overseas contracts for its intelligent suspension products, including a significant contract for a high-end luxury SUV model [11].