Group 1 - The board of directors of Hangcha Group convened its 26th meeting on July 18, 2025, with all 9 directors present, and the meeting was deemed legal and effective [1][2] - The company plans to establish a joint venture named "France Ales Lithium Battery Co., Ltd." in France with MANITOU BF, aiming to enhance its global industrial chain layout and respond to changes in the international trade environment [1] - The registered capital for the joint venture is set at 600 million euros, with Hangcha Group holding a 51% stake and MANITOU BF holding 49% [1] Group 2 - The joint venture will focus on the production, assembly, and sales of battery cells, modules, and systems, as well as providing customized lithium battery services and technical consulting [1] - The final registration details and name of the joint venture will be confirmed based on local regulations and approvals [2]

坤 元资产评估有限公司 CanWin Appraisal Co., Ltd 关于杭叉集团股份有限公司控股子公司以增资扩股 方式收购关联方资产事项的监管工作函中 有关评估事项的回复 上海证券交易所: 由杭叉集团股份有限公司(以下简称杭叉集团)转来的《关于杭叉集团股份 有限公司控股子公司以增资扩股方式收购关联方资产事项的监管工作函》(上证 公函(2025)0989 号,以下简称监管工作函)奉悉。我们已对监管工作函中需 要我们说明的评估事项进行了审慎核查,现将监管工作函中与资产评估相关的问 题的核查情况汇报如下: 一、列示收益法具体评估计算过程、相关评估参数,包括但不限于营业收 入、毛利率、净利润、经营活动现金流净额、收入增长率、期间费用率、折现 率等,并结合标的公司前期经营情况说明上述参数选取是否合理、审慎; (一) 收益法的模型 监管工作函第2题:关于标的公司估值作价。公告显示,截至2025年3月 31 日,标的公司净资产为-5,004.35 万元,标的公司股东全部权益价值采用资 产基础法的评估结果为-1,423.71 万元,收益法的评估结果为 40,100.00 万元。 公司采用收益法评估结论作为标的公司股东 ...

● 杭叉集团股份有限公司（以下简称"公司""杭叉集团"）控股子公司浙江 杭叉智能科技有限公司（以下简称"杭叉智能"）本次拟增资扩股收购浙江国自机 器人技术股份有限公司（以下简称"标的公司"或"国自机器人"）99.23%的股份， 其中，标的公司 2023 年度经审计的净利润为-26,018.90 万元，处于亏损状态。 经过经营策略调整，标的公司 2024 年度经审计后净利润为 6,635.83 万元，扣非 归母净利润为 323.85 万元，扣非归母净利润处于微盈利状态。虽然经营策略的成 功调整使得标的公司 2024 年扭亏为盈，且标的公司根据现有的经营情况、业务发 展等对未来实现持续盈利具有信心，若标的公司后续因为内外部环境等发生不利 变化导致业务发展不及预期，则可能会出现再次亏损的情况。 ● 本次交易评估基准日为 2025 年 3 月 31 日，标的公司在评估基准日经审计 的归母净资产值为-5,004.35 万元，合并资产负债率为 108.08%，净资产为负数且 资产负债率较高。虽然标的公司 2024 年度的经营现金流已同比大幅改善、资产负 债率同比降低，但较大的负值净资产和资不抵债的状况使得标的公司仍然存在 ...

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。 一、董事会会议召开情况 杭叉集团股份有限公司（以下简称"杭叉集团"或"公司"）于 2025 年 7 月 18 日以现场表决方式召开第七届董事会第二十六次会议。会议通知已于 2025 年 7 月 13 日以通讯方式发出。本次会议应参会董事 9 名，实际参会董事 9 名。本次会议由董事 长赵礼敏先生主持，与会董事就本次议案进行了审议并以书面记名投票的方式进行表 决。公司监事及部分高级管理人员列席了本次会议。会议的召集与召开符合《公司法》 及《公司章程》的有关规定，会议决议合法、有效。 二、董事会会议审议情况 证券代码：603298 证券简称：杭叉集团 公告编号：2025-036 杭叉集团股份有限公司 第七届董事会第二十六次会议决议公告 上述登记事项最终以注册地审核批准为准以及根据当地法律可能存在的特别要 求或临时性变化而变化，存在无法成立的风险。 表决结果：同意 9 票，反对 0 票，弃权 0 票。 特此公告。 杭叉集团股份有限公司董事会 经与会董事表决，会议听取、审议并通过了以下表 ...

Industry Overview - The AVG (Automated Guided Vehicle) forklift operates autonomously without human intervention, utilizing navigation systems for tasks such as material handling, loading, and stacking in warehouses and logistics centers, thereby enhancing operational efficiency [1][2][18] - In 2024, the sales volume of AGV forklifts reached 4,576 units, marking a 98.61% increase from 2,304 units in the previous year, with specific sales of electric balance forklifts at 121 units, electric ride-on warehouse forklifts at 1,711 units, and electric walk-behind warehouse forklifts at 2,744 units [1][18] Industry Development History - The development of AGV technology dates back over 60 years, originating in the United States and later spreading to Europe and Japan, where it evolved towards modular and simplified designs [5][6] - China's AGV industry, despite its late start, has shown remarkable growth, with significant advancements in technology and market validation since the 1970s [6] Industry Chain - The AGV forklift industry chain consists of upstream component manufacturers (motors, reducers, controllers, sensors), midstream manufacturers and system integrators, and downstream application sectors such as warehousing and industrial manufacturing [9][11] Current Market Status - In 2024, the total sales of industrial vehicles in China reached 1.2855 million units, a year-on-year increase of 9.52%, indicating a mature stage in the forklift industry characterized by high competition and a focus on scale advantages and cost control [16] - The market is currently dominated by a duopoly between Anhui Heli and Hangcha Group, with a trend towards the development of new energy and unmanned forklifts [16] Competitive Landscape - The AGV forklift market features a diverse competitive landscape with six main types of players, including dedicated AGV developers, traditional forklift manufacturers, and logistics integrators, indicating a shift from single-manufacturer dominance to a technology-driven, collaborative industry structure [20] Future Trends - The market for AGV forklifts is expected to continue expanding, driven by factors such as labor cost increases and the need for automation in high-risk environments [23] - The integration of AI and 5G technologies is anticipated to enhance automation processes, with AI algorithms improving path optimization and 5G enabling remote operation and coordination [25][24] - Policy initiatives are promoting the intelligent and green development of forklifts, with local governments providing incentives to reduce transformation costs [26]

Investment Rating - The report maintains a "Buy" recommendation for the industry, highlighting the potential for significant growth in the adoption of unmanned forklifts as part of the smart logistics trend [6]. Core Insights - The rise of SLAM natural navigation technology is driving the transition from simple automation to autonomous intelligence in on-site logistics, with unmanned forklifts representing a leading product in this commercial evolution [1][2]. - The penetration rate of unmanned forklifts in traditional forklift markets is currently low at 1.66%, indicating substantial room for growth and replacement opportunities [2][42]. - The industry is characterized by a diverse competitive landscape, with major players including traditional forklift manufacturers and AGV/AMR companies, leading to a relatively fragmented market [2][6]. Summary by Sections 1. Current Development of Unmanned Forklifts - Unmanned forklifts are a fusion of forklift and AGV technologies, evolving from basic automated guided vehicles to more intelligent autonomous mobile robots (AMR) [1][13]. - The industry has a rich history of over 70 years, with significant advancements in navigation technology since 2010 [1][27]. 2. Factors Driving Penetration of Unmanned Forklifts - Economic benefits, technological advancements, and supportive policies are the three main drivers for the rapid increase in the penetration rate of unmanned forklifts [2][50]. - The sales volume of unmanned forklifts in China surged from 300 units in 2015 to 19,500 units in 2023, with a CAGR of 68.51% [2][38]. 3. Competitive Landscape - The competitive landscape features both traditional forklift companies and AGV/AMR firms, with a market concentration that remains relatively low [2][6]. - Key players include Anhui Heli, Hangcha Group, and Zhongli Group among traditional manufacturers, and Hikvision Robotics and Xian Gong Intelligent among AGV/AMR leaders [2][6]. 4. Investment Recommendations - The report suggests focusing on traditional forklift leaders and emerging AGV/AMR companies as potential investment opportunities, given the expected rise in unmanned forklift adoption [6][2].

Investment Rating - The report maintains an "Overweight" rating for the machinery industry, indicating a positive outlook compared to the overall market performance [4]. Core Insights - The machinery industry is expected to see a moderate recovery in demand in the second half of 2025, driven by equipment upgrades and technological empowerment [4]. - Key companies in the machinery sector are projected to experience varied growth rates in Q2 2025, with notable performances from companies like SANY Heavy Industry (25% growth) and PCB manufacturer Ding Tai Gao Ke (66% growth) [4][5]. - The report highlights three main trends in the robotics sector: the advancement of humanoid robots, the entry of global giants into the robotics field, and the practical application of various robot forms in specific scenarios [4]. - In the rail transit equipment sector, significant investment is expected to continue, with a projected fixed asset investment nearing 900 billion yuan for the year, supported by strong passenger demand [4]. - The engineering machinery sector is approaching a cyclical turning point, with signs of recovery in demand and a favorable environment for new machine sales [4]. - The laser segment is experiencing rapid growth, particularly in general laser applications, driven by technological advancements and increased overseas exports [4]. Summary by Sections Robotics and Components - The humanoid robot industry is progressing towards commercialization, with significant contributions expected from companies like Greentech Harmonic and Wolong Electric Drive [4]. Rail Transit Equipment - In the first half of 2025, China's railway fixed asset investment reached 355.9 billion yuan, a year-on-year increase of 5.5%, with expectations for continued high growth [4]. Engineering Machinery - The engineering machinery sector has seen improved profitability and is positioned for a new sales cycle as construction activity resumes [4]. Laser Technology - General laser demand is rapidly increasing due to high-power technology iterations and new applications in consumer electronics and photovoltaics [4].

Investment Rating - The report maintains a "Strong Buy" investment rating for the company [2] Core Views - The company is acquiring a 99.23% stake in Guozi Robotics for 398 million yuan, which will enhance its smart logistics capabilities without impacting its financial position [1] - The company has a strong historical performance in the intelligent logistics sector, being a leader in the domestic market with over 1,000 implemented projects [5] - The forklift industry is showing signs of recovery, with a 9.33% year-on-year increase in sales from January to May 2025, indicating a stable upward trend in the company's core business [5] - The acquisition is expected to strengthen the company's competitive edge in smart logistics and reshape the industry landscape [5] - Revenue projections for 2025-2027 are 177.44 billion, 198.54 billion, and 223.85 billion yuan, with net profits of 22.36 billion, 24.95 billion, and 27.82 billion yuan respectively [5] Financial Data Summary - Total revenue for 2023 is projected at 16.27 billion yuan, with a year-on-year growth of 13% [7] - The company expects to achieve a net profit of 1.72 billion yuan in 2023, reflecting a 74% increase from the previous year [14] - The company's return on equity (ROE) is projected to be 19.6% [2] - The asset-liability ratio is at 35% [2] - The earnings per share (EPS) for 2025 is estimated at 1.71 yuan, with a price-to-earnings (PE) ratio of 12.3 [7][14]

Summary of Conference Call Records Industry Overview - The conference call primarily discusses the **engineering machinery industry** and its performance in 2025, with a focus on domestic demand and export trends [1][3][5]. Key Points and Arguments 1. **Domestic Demand and Export Growth**: - Domestic demand for engineering machinery is expected to recover moderately in 2025, with a projected export growth rate of **15%** [1][3]. - In June 2025, domestic sales grew by approximately **6%**, while exports exceeded expectations at **20%** [2]. 2. **Performance of Excavators**: - Small excavators saw a growth of over **10%** in the domestic market, while large excavators remained stable, and medium excavators experienced a decline of nearly **10%** [2]. - The demand for small excavators is driven by water conservancy, rural, and municipal projects, while large excavators benefit from stable mining demand [2]. 3. **Revenue Growth of Leading Companies**: - Leading companies in the industry reported a revenue growth of about **15%** in the first half of the year [1][5]. - The performance of non-excavator products, such as cranes and concrete equipment, remained stable in the first half of the year [4]. 4. **Market Trends and Future Outlook**: - The second half of 2025 is expected to see a continued upward trend in the domestic cycle, driven by equipment upgrades and the export of second-hand machinery [5]. - The overall export performance is anticipated to remain strong, with significant growth opportunities in regions like Asia, Africa, and Latin America [5]. 5. **Recommended Companies**: - Companies such as **XCMG**, **SANY**, **Shantui**, **Liugong**, and **Zoomlion** are recommended for investment due to their strong competitive positions in the current market environment [6]. 6. **Forklift Sector Performance**: - The forklift sector has shown significant recovery since May, with both domestic and export demand trending upwards [7]. - The development of automation technology is expected to become a new growth point for the forklift industry [7]. 7. **Intelligent Logistics and Unmanned Forklifts**: - The penetration rate of intelligent logistics and unmanned forklifts is expected to rise rapidly, with companies projected to achieve over **1 billion yuan** in revenue in this sector by 2025 [8]. - Domestic forklift companies have advantages in hardware and application scenarios, with increasing investments in software and AI [8]. 8. **Humanoid Robotics Developments**: - Recent positive developments in the humanoid robotics sector include significant orders and potential IPO applications, indicating accelerated capital operations [9][10]. - The application of humanoid robots in commercial scenarios is gradually being realized, with notable projects underway [11]. 9. **Impact of Tariff Adjustments**: - Recent tariff adjustments by the U.S. are expected to impact the performance of companies exporting machinery to the U.S., with a focus on maintaining production capacity both domestically and overseas [13]. 10. **Future Prospects for the Machinery Industry**: - The machinery industry is expected to continue focusing on new technology fields, including humanoid robots and solid-state batteries, with significant capital involvement and order growth [14]. 11. **Companies Exceeding Expectations**: - Companies such as **Haitian International**, **3 Billion**, and **Fosda** have shown better-than-expected performance in the second quarter, particularly in export-related sectors [15]. Additional Important Content - The conference highlights the importance of monitoring the evolving landscape of tariffs and trade policies, as they significantly influence the engineering machinery sector's export dynamics [13]. - The integration of AI technology is seen as a critical driver for growth in both the forklift and humanoid robotics sectors, enhancing operational efficiency and market competitiveness [8][12].

Summary of Hangcha Group Conference Call Company and Industry Overview - **Company**: Hangcha Group - **Industry**: Intelligent Logistics and Mobile Robotics Key Points and Arguments 1. **Acquisition of Guozi Robotics**: Hangcha Group has upgraded its technology in mobile robotics through the acquisition of Guozi Robotics, particularly enhancing its control system, Grace, which is comparable to the Kollmorgen system. This system has been applied to unmanned forklift products, strengthening its competitiveness in smart logistics [2][3][7]. 2. **Complementary Products**: Guozi Robotics excels in intelligent inspection and logistics, with products that complement Hangcha's existing offerings, especially in flexible picking and cluster scheduling, laying a foundation for development in embodied intelligence [2][5]. 3. **L5 Autonomous Driving Technology**: Hangcha plans to gradually apply L5 level autonomous driving technology to L2 scenarios, aiming to disrupt traditional logistics automation and maximize profit margins by reusing existing and new smart terminals [2][6]. 4. **Market Valuation and Growth Potential**: The market currently has low valuation expectations for Hangcha Group, but the acquisition is expected to bring both performance growth and valuation enhancement opportunities, enabling rapid development in smart logistics and mobile robotics [2][8]. 5. **Revenue and Profit Goals for Hengtai Intelligent**: Hengtai Intelligent aims for revenue of 5 billion yuan and profit of 500 million yuan over the next five years, focusing on product diversification, overseas market expansion, and leveraging supply chain advantages [2][9]. Additional Important Insights 1. **Competitive Advantages**: Hengtai Intelligent has advantages over competitors like Jizhi Home in technology layout, profitability, overseas market expansion capabilities, and supply chain and manufacturing advantages, with over 8 percentage points of profit margin difference [4][10]. 2. **Technological Integration**: The integration of Guozi Robotics' advanced technology with Hangcha's resources is expected to enhance financial performance and market recognition, leading to long-term stable growth [7][8]. 3. **Market Dynamics**: The AGV and AMR technologies are expected to coexist in various application scenarios, with no clear distinction between them, as both technologies have matured and can cover logistics execution terminals [11]. 4. **Overseas Market Demand**: There is a significant demand for automation to replace labor in markets like the U.S., driven by strict labor union regulations and varying worker quality, which influences the global development and application of automation solutions [15]. 5. **Future Development Plans**: Hangcha Group aims to achieve 5 billion yuan in revenue by 2025, with a focus on expanding its overseas market presence and entering the robotics sector, including high-value unmanned vehicles and humanoid robots [24]. This summary encapsulates the critical insights from the conference call, highlighting Hangcha Group's strategic initiatives, market positioning, and future growth plans in the intelligent logistics and mobile robotics industry.