回购注销部分限制性股票 之 法律意见书 二〇二五年四月 上海君澜律师事务所 法律意见书 上海君澜律师事务所 关于 浙江捷昌线性驱动科技股份有限公司 调整 2022 年限制性股票激励计划回购价格及 上海君澜律师事务所 关于浙江捷昌线性驱动科技股份有限公司 调整 2022 年限制性股票激励计划回购价格及 回购注销部分限制性股票之 法律意见书 致：浙江捷昌线性驱动科技股份有限公司 上海君澜律师事务所（以下简称"本所"）接受浙江捷昌线性驱动科技股份有限 公司（以下简称"公司"或"捷昌驱动"）的委托，根据《上市公司股权激励管理办 法》（以下简称"《管理办法》"）、《浙江捷昌线性驱动科技股份有限公司 2022 年限制性 股票激励计划》（以下简称"《激励计划》"或"本次激励计划"）的规定，就捷昌驱动 调整本次激励计划回购价格及回购注销部分限制性股票（以下简称"本次调整及回购 注销"）相关事项出具本法律意见书。 对本法律意见书，本所律师声明如下： （一）本所律师依据《中华人民共和国证券法》《律师事务所从事证券法律业务管 理办法》和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具 日以前已经发生或者存在的事实 ...

Financial Performance - The company's operating revenue for Q1 2025 was CNY 961,477,723.57, representing a 35.59% increase compared to CNY 709,126,699.15 in the same period last year[4] - Net profit attributable to shareholders for the same period was CNY 112,524,797.96, up 62.21% from CNY 69,369,220.43 year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 113.12%, reaching CNY 104,795,610.81 compared to CNY 49,171,847.54 in the previous year[4] - Basic and diluted earnings per share were both CNY 0.29, reflecting a 61.11% increase from CNY 0.18 in the prior year[4] - Operating profit for Q1 2025 was ¥132,051,335.62, up 50.3% from ¥87,760,776.76 in Q1 2024[16] - Net profit for Q1 2025 was ¥112,542,631.67, representing a 64.1% increase compared to ¥68,623,388.02 in Q1 2024[18] - The company reported a total comprehensive income of ¥129,937,055.19 for Q1 2025, compared to ¥50,607,923.70 in Q1 2024[18] Assets and Liabilities - The company's total assets at the end of the reporting period were CNY 6,462,372,472.88, a slight decrease of 0.49% from CNY 6,494,172,233.49 at the end of the previous year[5] - As of March 31, 2025, the total current assets amounted to RMB 3,639,864,939.35, a decrease from RMB 3,880,522,451.25 as of December 31, 2024, representing a decline of approximately 6.2%[12] - The total non-current assets increased to RMB 2,822,507,533.53 from RMB 2,613,649,782.24, indicating a growth of approximately 8%[13] - Total liabilities decreased to ¥2,008,525,406.41 in Q1 2025 from ¥2,170,261,575.11 in Q1 2024[14] - Short-term borrowings decreased significantly to RMB 402,909,751.50 from RMB 582,184,189.98, a reduction of approximately 30.8%[13] - Accounts payable decreased to RMB 511,813,082.13 from RMB 631,596,388.11, reflecting a decline of about 19%[13] Cash Flow - The net cash flow from operating activities was CNY 111,634,804.53, down 27.93% from CNY 154,895,421.17 in the same period last year[4] - Cash flow from operating activities for Q1 2025 was ¥111,634,804.53, down 28% from ¥154,895,421.17 in Q1 2024[21] - The company’s cash inflow from operating activities totaled ¥1,182,589,785.27 in Q1 2025, an increase from ¥866,172,207.80 in Q1 2024[21] - Net cash flow from investing activities was -$157.67 million, compared to -$149.60 million in the previous period[22] - Total cash inflow from financing activities was $339.19 million, down from $433.54 million year-over-year[22] - Cash outflow for debt repayment was $388.70 million, a decrease from $680.32 million in the prior period[22] - Net cash flow from financing activities was -$73.73 million, improving from -$329.12 million year-over-year[22] - The net increase in cash and cash equivalents was -$106.01 million, compared to -$331.01 million in the previous period[22] - The ending balance of cash and cash equivalents was $1.79 billion, slightly up from $1.74 billion year-over-year[22] Shareholder Equity - Shareholders' equity attributable to the parent company increased by 3.01% to CNY 4,452,175,018.22 from CNY 4,322,255,796.74[5] - Total equity attributable to shareholders increased to ¥4,452,175,018.22 in Q1 2025 from ¥4,322,255,796.74 in Q1 2024[14] Other Information - The increase in revenue and net profit was primarily driven by increased customer demand and sales growth during the reporting period[4] - The company reported non-recurring gains of CNY 7,729,187.15 after accounting for taxes and minority interests[7] - The company has not reported any significant changes in the top 10 shareholders or their participation in margin financing activities[10] - The company has not disclosed any new product developments or technological advancements during the reporting period[11] - There are no significant reminders or additional important information regarding the company's operational status during the reporting period[11] - Research and development expenses for Q1 2025 were ¥56,232,926.23, slightly up from ¥54,100,172.01 in Q1 2024[16] - Cash outflow from investment activities totaled $338.90 million, compared to $159.61 million in the previous period[22] - Cash received from borrowings was $295.41 million, down from $368.00 million year-over-year[22] - Cash paid for dividends and interest was $4.45 million, a decrease from $14.54 million in the prior period[22] - The impact of exchange rate changes on cash and cash equivalents was $13.75 million, compared to -$7.19 million in the previous period[22]

Financial Performance - The company achieved operating revenue of RMB 3,652,016,316.77, representing a 20.37% increase compared to the previous year[29]. - Net profit attributable to shareholders reached RMB 281,976,704.08, marking a 36.91% growth year-over-year[29]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 241,400,145.50, up 41.33% from the previous year[29]. - The company's net cash flow from operating activities was RMB 508,888,238.52, a decrease of 24.66% compared to last year[29]. - The total assets at the end of 2024 were RMB 6,494,172,233.49, down 3.19% from the end of 2023[29]. - The weighted average return on equity increased to 6.66%, up 1.59 percentage points from the previous year[30]. - The company achieved a main business revenue of ¥3,643,582,336.63, representing a year-on-year growth of 20.65%[59]. - Main business costs amounted to ¥2,571,571,965.93, with a year-on-year increase of 19.74%[59]. - The gross profit margin for linear drive products was 29.42%, an increase of 0.54 percentage points compared to the previous year[62]. Dividend Policy - The company plans to distribute a cash dividend of RMB 3.00 per 10 shares, totaling approximately RMB 115 million, which represents a cash dividend payout ratio of 40.80% for the year 2024[7]. - The total cash dividend amount for the current period is RMB 115,036,966.50, which represents 40.80% of the net profit attributable to ordinary shareholders in the consolidated financial statements[151]. - The company has established a profit distribution policy that emphasizes a minimum cash dividend of 20% of the distributable profit for the year, ensuring a balance between investor returns and the company's funding needs[144]. - In the case of a mature development stage with no significant capital expenditures, the minimum cash dividend proportion should reach 80%[145]. - The total cash dividend amount over the last three accounting years is CNY 280,422,771.15, with an average annual net profit of CNY 271,896,952.59, resulting in a cash dividend payout ratio of 103.14%[153]. Research and Development - In 2024, the company's R&D expenses amounted to 232.32 million yuan, accounting for 6.36% of total revenue, ensuring sufficient funding for innovation and technology enhancement[41]. - The company has obtained a total of 941 patents, including 111 domestic invention patents and 109 international invention patents[51]. - Research and development expenses amounted to ¥232,323,168.61, which is an increase of 11.59% compared to the previous year[58]. - The company established a robotics actuator business center to advance R&D in key areas such as linear actuators and hollow cup motors, aiming for systematic development in production and market[41]. - The number of R&D personnel is 653, accounting for 13.79% of the total workforce[73]. Market Strategy and Expansion - The company is enhancing its global layout and integrating overseas resources, particularly in Europe and the U.S.[40]. - The company is actively responding to the "Belt and Road" initiative, focusing on building logistics and production bases in Europe[40]. - The company reported a significant increase in local service capabilities in Europe, enhancing its competitiveness and sustainability[40]. - The company aims to strengthen its overseas R&D, manufacturing, delivery, and service capabilities to create value for global customers[40]. - The company has established production bases in multiple locations, including Ningbo, New Chang, Malaysia, the USA, and Europe, to support global operations[53]. - The company has set up subsidiaries in various countries, including the USA, Germany, and Japan, to enhance its international market presence[53]. Risk Management - The management has outlined potential risks in the future development section of the report[12]. - The company faces risks from macroeconomic fluctuations and cyclical downturns in downstream industries, which could lead to reduced orders and inventory buildup[109]. - The company has been impacted by U.S. tariffs on exports to North America, with a 25% tariff imposed since August 2020, creating uncertainty in trade relations[111]. - The company is at risk of declining gross margins if it cannot maintain high product quality and control costs amid increasing competition[112]. - Fluctuations in raw material prices, such as steel and electronic components, significantly impact production costs and gross margins[112]. - The company is exposed to risks from high customer concentration, with the top five customers holding significant market share, which could lead to operational risks if demand changes[113]. Corporate Governance - The company has received a standard unqualified audit report from Lixin Certified Public Accountants[6]. - The company confirmed that all board members attended the board meeting[5]. - The company has not reported any instances of more than half of the directors being unable to guarantee the authenticity of the annual report[11]. - The company maintains independence from its controlling shareholder in terms of assets, personnel, finance, and operations, adhering to governance standards[120]. - The company held one annual and one extraordinary shareholders' meeting during the reporting period, ensuring compliance with legal and regulatory requirements[119]. Employee Management - The total number of employees in the parent company is 2,354, while the main subsidiaries employ 2,383, resulting in a total of 4,737 employees[140]. - The professional composition includes 2,465 production personnel, 257 sales personnel, 653 technical personnel, 71 financial personnel, and 1,291 administrative personnel[141]. - The educational background of employees shows 16 with a doctorate, 145 with a master's degree, 856 with a bachelor's degree, 983 with a college diploma, and 2,737 with high school or below[141]. - The company has implemented a systematic training plan to enhance employee skills and management capabilities, focusing on project development and R&D management[143]. Environmental and Social Responsibility - The company has invested CNY 1,966,400 in environmental protection during the reporting period[160]. - The company has implemented carbon reduction measures, including the installation of rooftop photovoltaic systems and promoting energy-saving practices among employees[162]. - The company has engaged in social responsibility initiatives, contributing CNY 1,797,500 in donations and sponsorships during the reporting period[164]. - The company has disclosed its ESG report, detailing its environmental, social, and governance practices for the year[162]. Financial Management - The company has established a comprehensive internal control system, ensuring the accuracy and fairness of financial reporting without any significant deficiencies reported during the period[157]. - The internal control audit for the 2024 fiscal year received a standard unqualified opinion from the auditing firm, confirming the effectiveness of the internal control system[158]. - The company has a robust mechanism for profit distribution decision-making, involving independent directors and ensuring communication with minority shareholders[146]. - The company has committed to enhancing asset quality and improving profitability through effective management of raised funds, aiming for early project completion and expected benefits[168].

点击 最 下方 "在看"和" "并分享，"关注"材料汇 添加 小编微信 ，遇见 志同道合 的你 正文 写在前面 （文末有惊喜） 一直在路上，所以停下脚步，只在于分享 包括： 新 材料/ 半导体 / 新能源/光伏/显示材料 等 投资要点 の 东吴证券 2 ◆ 灵巧手vs夹爪:场景落地不同,稳定性与泛化性的博弈。场景应用决定硬件需求，不同的场景匹配不同的硬件, 无论是灵巧手还是夹爪,都有英适合的应用场景。夹爪:泛化能力有限但稳定性高,更适合工业应用场景。夹 爪的泛化性弱于灵巧手,但低成本与高稳定性的特性使其更适配工业场景。一方面工业场景不会为多余的功能 买单,夹爪可以以最高的性价比满足工业端需求;另一方面夹爪泛化性差但操作简单,现有的控制算法已可以 赋予其较高的稳定性,这对于工业场景对高良率和高稳定性的要求比较友好。灵巧手:终局泛化能力强,适配 更复杂的应用场景。灵巧手相比夹爪能实现更多复杂的操作,例如需要抓握、手指联动的场景中,灵巧手是必 然选择。长期来看,人形机器人的最终目标就是融入人类的环境,因此灵巧手会是终局解决方案,能够适用于 更多的应用场景。 驱动模块/减速模块/传动模块是灵巧手的三大组成部分。1驱动 ...

证券代码：603583 证券简称：捷昌驱动 公告编号：2025-006 浙江捷昌线性驱动科技股份有限公司 关于归还用于暂时补充流动资金的募集资金的公告 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。 浙江捷昌线性驱动科技股份有限公司（以下简称"公司"）于 2024 年 4 月 22 日召开了第五届董事会第十二次会议及第五届监事会第十二次会议，审议通 过了《关于公司使用部分闲置募集资金临时补充流动资金的议案》，同意公司使 用不超过人民币 15,000 万元（含）闲置募集资金暂时用于补充流动资金，使用 期限自董事会审议通过之日起不超过 12 个月。具体内容详见公司于 2024 年 4 月 24 日在上海证券交易所网站（www.sse.com.cn）披露的《关于公司使用部分 闲置募集资金临时补充流动资金的公告》（公告编号：2024-005）。 2025 年 4 月 15 日，公司已将临时补充流动资金的 15,000 万元闲置募集资金 归还至募集资金专用账户。 截至本公告披露日，公司已将用于临时补充流动资金的闲置募集资金全部归 还至募 ...

Investment Rating - The report initiates coverage with a "Buy" rating for the company [3]. Core Viewpoints - The company is a leading player in the domestic linear drive industry, demonstrating stable operations and a comprehensive layout. It has achieved a compound annual growth rate (CAGR) of 22.14% in revenue from 2018 to 2023, with a revenue of 2.568 billion yuan in the first three quarters of 2024, reflecting a year-on-year growth of 22.20% [1][22]. - The linear drive industry is in an upward phase, with the global market expected to reach $5.529 billion in 2024, growing by 7.2% year-on-year. The market is highly concentrated in North America, Europe, and the Asia-Pacific region, which together account for nearly 90% of the total market [2][41]. - The company has partnered with Lingqiao Intelligent to establish a joint venture focused on robotics, which is expected to diversify its product offerings and create a strong second growth curve [3][15]. Summary by Sections 1. Domestic Linear Drive Leader with Stable Operations - The company, established in 2000, specializes in the research, production, and sales of linear drive products, achieving a global market share of 1 in the office sector. It has expanded its operations internationally with subsidiaries in various regions [15][18]. 2. Linear Drive Industry on the Rise - The linear drive industry is experiencing growth, with applications spanning consumer and manufacturing sectors. The market for smart office products is projected to grow at a compound annual growth rate of over 10% [2][36]. 3. Strong Partnership with Lingqiao Intelligent - The joint venture with Lingqiao Intelligent aims to develop core components for robotics, enhancing the company's product range and positioning it for future growth in the robotics sector [3][15]. 4. Profit Forecast and Investment Recommendations - Revenue projections for 2024-2026 are estimated at 3.654 billion yuan, 4.246 billion yuan, and 5.055 billion yuan, respectively, with corresponding net profits of 360 million yuan, 464 million yuan, and 701 million yuan. The current market valuation corresponds to price-to-earnings ratios of 33.4, 25.9, and 17.1 times for the respective years [3][5].

Investment Rating - The report initiates coverage with a "Buy" rating for the company [3][6]. Core Insights - The company, Jiecang Drive, is a leading player in the linear drive industry, focusing on the research, production, and sales of linear drive products, with a strong presence in smart office, medical care, smart home, and industrial automation sectors [1][15]. - The linear drive industry is in an upward growth phase, with a projected global market size of $5.529 billion in 2024, reflecting a year-on-year growth of 7.2% [2][41]. - The partnership with Lingqiao Intelligent to establish a joint venture, focusing on robotic components, is expected to diversify the company's product offerings and create a new growth trajectory [3][15]. Summary by Sections 1. Company Overview - Jiecang Drive was established in 2000 and has become a leader in the linear drive sector, achieving a compound annual growth rate (CAGR) of 22.14% in revenue from 2018 to 2023 [1][15]. - The company has a global market share of 1st in the office sector and has expanded its international footprint through acquisitions and establishing subsidiaries in various regions [15][21]. 2. Industry Analysis - The linear drive industry is characterized by a wide range of applications, including electric, pneumatic, hydraulic, and electromagnetic drives, and is experiencing significant growth due to increasing demand in various sectors [36][41]. - The market is dominated by North America, Europe, and the Asia-Pacific region, which together account for nearly 90% of the total market size [43][45]. 3. Strategic Partnerships - The collaboration with Lingqiao Intelligent aims to develop key components for robotics, such as dexterous hands and joint modules, enhancing the company's technological capabilities and product range [3][15]. - This partnership is expected to leverage the company's existing strengths in motor and control technologies to penetrate the robotics market effectively [3][15]. 4. Financial Projections - Revenue forecasts for 2024-2026 are estimated at 36.54 billion, 42.46 billion, and 50.55 billion yuan, respectively, with net profits projected at 3.60 billion, 4.64 billion, and 7.01 billion yuan [3][5]. - The current market valuation corresponds to price-to-earnings (P/E) ratios of 33.4, 25.9, and 17.1 for the years 2024, 2025, and 2026, indicating potential for valuation expansion [3][5].

Summary of the Conference Call for Jiechang Drive Company Overview - **Company**: Jiechang Drive - **Industry**: Robotics and Drive Systems Key Points and Arguments - **Impact of US Tariffs**: The company assesses that the impact of US tariffs on its business is limited due to its global layout, with approximately 90% of US orders completed overseas, primarily from Malaysia and the US factories. The expected increase in tariffs will not significantly affect overall performance, with a projected price increase of no more than 5% for end products [3][4][5]. - **Revenue Projections**: Jiechang Drive anticipates revenue in 2025 to be between 40 to 50 billion. The expansion of overseas production capacity, particularly in Malaysia and the US, is aimed at mitigating trade risks and supporting future revenue growth [4][8]. - **Cost Management and Customer Negotiations**: The company has negotiated with clients to share tariff costs, with most of the burden falling on customers. The worst-case scenario for profit impact is estimated between 30 million to 50 million, which is manageable [4][5][14][30]. - **Global Production Capacity**: Jiechang Drive has a diverse global production base, including facilities in the US, Malaysia, Austria, and Hungary, which cater to different regional demands. The US and Malaysia factories handle 90% of US orders, while the Hungarian facility focuses on the European market [7][10]. - **Growth in European and Asia-Pacific Markets**: The company reports significant growth in the European and Asia-Pacific markets, with IKEA orders doubling in Q1 and new customer orders increasing. Q1 revenue and profit are expected to reach record highs, indicating strong growth potential [4][6]. - **Investment in Fixed Assets**: The company has made substantial investments in overseas fixed assets, with the Malaysian factory requiring over 100 million and the Hungarian facility needing 200 to 300 million for its first phase [13]. - **Robotics Project Development**: Progress in the humanoid robotics project is on track, with a product launch expected in early June and participation in relevant exhibitions planned for the second half of the year [24]. - **Competitive Landscape**: Jiechang Drive maintains a competitive edge due to its cost management, customization capabilities, and quick response times, which allow it to capture clients from competitors who may lose them due to tariff impacts [16][21][22]. - **Regional Revenue Contributions**: In the European market, the company reports combined revenues of approximately 800 million, with equal contributions from acquisitions and its own operations [11]. - **Future Expansion Plans**: The company plans to expand production in both the US and Malaysia this year, with a new warehouse in the US to improve logistics efficiency and further expansion in Austria to meet local demand [29]. Additional Important Information - **Profitability by Region**: Domestic exports yield the highest profit margins, while European production costs are currently higher than domestic costs. The company adjusts production capacity based on international trade changes [12][20]. - **Market Concerns**: There are concerns about the potential for other regions to impose tariffs on Chinese products at the US's request, but the company believes this is unlikely outside of Europe and the US [9]. - **Long-term Outlook**: Despite the challenges posed by tariffs, the company remains optimistic about its performance due to strong new customer orders and a solid growth trajectory [19][30].

捷昌驱动（603583）公司研究报告 2025 年 04 月 01 日 [Table_InvestInfo] 投资评级 优于大市 首次 覆盖 股票数据 | 04[Table_StockInfo 月 01 日收盘价（元）] | 40.09 | | --- | --- | | 52 周股价波动（元） | 14.66-52.88 | | 总股本/流通 A 股（百万股） | 383/382 | | 总市值/流通市值（百万元） | 15373/15324 | 市场表现 [Table_MainInfo] 公司研究/机械工业/电气设备 证券研究报告 [Table_QuoteInfo] -18.29% 22.71% 63.71% 104.71% 145.71% 2024/4 2024/7 2024/10 2025/1 捷昌驱动 海通综指 沪深 300 对比 1M 2M 3M | 绝对涨幅（%） | 3.9 | 49.0 | 62.2 | | --- | --- | --- | --- | | 相对涨幅（%） | 3.9 | 47.1 | 63.4 | | 资料来源：海通证券研究所 | | | | 分析师:徐柏乔 Tel:(0 ...

灵巧手作为一种仿人手生理结构机器人，是一种拟人化并能实现智能控制的高级末端执行机构。灵巧手 种类多样，按照传动方式与驱动结构划分，可以分为腱绳传动、连杆传动、齿轮传动、液压传动和混合 传动，其中腱绳传动方案一直是行业的主流方案。特斯拉发布原型机后，其展示的灵巧手方案多次迭 代，其在降本为核心的路径中，驱动系统整体重构，2024年10月展示的灵巧手看，整体细节更加简洁， 动作更加灵活，目前的灵巧手方案是电机通过行星滚柱丝杠驱动腱绳，同时自由度提升到22个，驱动装 置前移至小臂。 空心杯电机是灵巧手驱动方案的优选，传动方案选择具备多样性 风险提示：人形机器人产业化进程不确定性风险、技术研发不及预期的风险。 国泰君安发布研报称，目前，灵巧手行业主要产品仍以国外品牌为主导，受益于人形机器人的发展，国 内企业纷纷跟进，推出自己的相关灵巧手产品，技术加速收敛海外，该行推荐具备灵巧手生产能力并具 备产品的公司，以及灵巧手核心零部件厂商，重点推荐兆威机电（003021）(003021.SZ)、鸣志电器 （603728）(603728.SH)、捷昌驱动（603583）(603583.SH)，受益标的为鼎智科技(873593.B ...