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 2025 年限制性股票激励计划及 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 2025 年限制性股票激励计划及首次授予相关事项之 法律意见书 致：浙江捷昌线性驱动科技股份有限公司 首次授予相关事项 之 法律意见书 二〇二五年九月 上海君澜律师事务所 法律意见书 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》"）及《浙江捷昌线性驱动科技 股份有限公司 2025 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首次授予激励对象 名单和授予数量及向激励对象首次授予限制性股票的相关事项（以下简称"本 次调整及授予"）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， ...

二、会议审议议案及表决情况 证券代码：603583 证券简称：捷昌驱动 公告编号：2025-048 浙江捷昌线性驱动科技股份有限公司 第六届董事会第四次会议决议公告 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。 一、会议召开情况 浙江捷昌线性驱动科技股份有限公司（以下简称"公司"）第六届董事会第四 次会议于 2025 年 8 月 29 日在公司会议室以现场结合通讯的方式召开。本次董事 会会议应出席董事 9 人，实际出席董事 9 人（其中委托出席董事 0 人，以通讯表 决方式出席董事 4 人）。本次会议由公司董事长胡仁昌先生主持，公司高级管理 人员列席了会议。本次会议的召集、召开符合《中华人民共和国公司法》和《浙 江捷昌线性驱动科技股份有限公司章程》及其他有关法律法规的规定，会议合法 有效。 1、审议通过了《关于调整 2025 年限制性股票激励计划首次授予激励对象名单 和授予数量的议案》 鉴于 2 名激励对象在知悉 2025 年限制性股票激励计划（以下简称"本次激 励计划"）后至本次激励计划草案公告前存在买卖公司股票行为，基于 ...

1、除本次调整的 5 名激励对象外，本次获授限制性股票剩余的激励对象与 公司 2025 年第一次临时股东会批准的《激励计划》中规定的激励对象相符合。 2、本次激励计划的激励对象不存在《管理办法》第八条规定的不得成为激 励对象的下列情形： （1）最近 12 个月内被证券交易所认定为不适当人选； （2）最近 12 个月内被中国证监会及其派出机构认定为不适当人选； （4）具有《公司法》规定的不得担任公司董事、高级管理人员的情形的； 浙江捷昌线性驱动科技股份有限公司董事会薪酬与 考核委员会关于 2025 年限制性股票激励计划 首次授予激励对象名单（授予日）的核查意见 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和 国证券法》（以下简称"《证券法》"）、《上市公司股权激励管理办法》（以下简称 "《管理办法》"）、《上海证券交易所股票上市规则》（以下简称"《上市规则》"） 等相关法律法规和《公司章程》的有关规定，浙江捷昌线性驱动科技股份有限公 司（以下简称"公司"）董事会薪酬与考核委员会对《公司 2025 年限制性股票激 励计划》（以下简称"《激励计划》"）首次授予激励对象名单（授予日）进行了 核 ...

Investment Rating - The report assigns an "Overweight" rating to the mechanical manufacturing industry [6]. Core Insights - The report highlights the rapid development opportunities for agricultural robots driven by AI, as outlined in the State Council's recent policy [6]. - The commencement of the Jinhuo Technology project for high-end machine tools and automation production lines marks a significant step towards domestic high-end machine tool production [6]. - Collaboration between General Technology and Siemens in the machine tool sector is expected to enhance technological synergies and regional resource sharing [6]. Summary by Sections Market Performance - From August 25 to August 29, the mechanical equipment index increased by 1.15%, underperforming compared to the CSI 300 index, which rose by 2.23% [9]. - Year-to-date, the mechanical equipment index has gained 33.69%, outperforming the CSI 300 index's 17.70% increase [11]. Key Developments - The State Council's policy on "AI+" aims to accelerate the digital transformation of agriculture, promoting the development of smart agricultural machinery, including robots [6]. - The Jinhuo Technology project, with an annual production capacity of 3,000 high-end machine tools, is set to establish a precision machine tool manufacturing base in Fuyang Economic and Technological Development Zone [6]. - The collaboration between General Technology and Siemens focuses on core needs in machine tools and servo automation, aiming for high-quality development in the Asia-Pacific region [6]. Sub-industry Data - In July 2025, the production of industrial robots reached 63,740 units, marking a 24% year-on-year increase [45]. - The output of metal cutting machine tools in July 2025 was 71,000 units [43]. Company Recommendations - For humanoid robots, recommended companies include Hengli Hydraulic, Best, Changsheng Bearing, Zhaowei Electric, Mingzhi Electric, Top Group, Jiechang Drive, Mannester, and Shuanghuan Transmission [6]. - In the engineering machinery sector, recommended companies are Hengli Hydraulic, Sany Heavy Industry, XCMG, and Zoomlion [6]. - For the export chain, recommended companies include Honghua Digital Technology, Juxing Technology, Jack Shares, and Taotao Vehicle [6].

Core Viewpoint - The company reported strong financial performance in H1 2025, with revenue and net profit growth, and is well-positioned for future growth in its linear drive and robotics segments [1][3]. Financial Performance - In H1 2025, the company achieved revenue of 2.01 billion yuan, a year-on-year increase of 27.3%, and a net profit of 270 million yuan, up 43.3% year-on-year [1]. - The gross margin was 30.2%, a slight decrease of 0.1 percentage points year-on-year, while the net profit margin improved by 1.5 percentage points to 13.5% [1]. - For Q2 2025, revenue reached 1.05 billion yuan, a 20.5% increase year-on-year, with net profit of 160 million yuan, up 32.3% year-on-year [1]. Business Segments - The linear drive business generated revenue of 2 billion yuan in H1 2025, reflecting a 27% year-on-year growth, with a stable gross margin of 30.26% [1]. - The company focused on overseas markets, with H1 2025 overseas revenue of 1.392 billion yuan, accounting for 69% of total revenue, and a gross margin of 31.98% [1]. - The North American and European markets are key, with the U.S. subsidiary reporting revenue of 522 million yuan, a 34% increase year-on-year [1]. Strategic Initiatives - The company is enhancing its global production capabilities, with the completion of the first phase of its European logistics and production base, which will improve R&D, production delivery, and supply chain management [1]. - The robotics components segment is progressing well, with the company investing 10 million yuan in Zhejiang Lingqiao Intelligent, acquiring a 1.67% stake to accelerate the application and mass production of its hollow cup motors [3]. Cost Management - The company effectively managed expenses, with H1 2025 period expenses of 300 million yuan, a decrease of 0.5% year-on-year, resulting in a cost ratio of 15.1%, down 4.2 percentage points [3]. - Operating cash flow showed a significant increase, with a net inflow of 360 million yuan, up 50.7% year-on-year [3]. - Inventory and contract liabilities also grew significantly, with inventory at 920 million yuan, up 24% year-on-year, and contract liabilities at 44 million yuan, up 30% year-on-year [3]. Future Outlook - The company expects its linear drive business to maintain a steady growth rate of 20-30% year-on-year in H2 2025 [3]. - Profit forecasts for 2025-2027 project net profits of 392 million, 497 million, and 640 million yuan, representing year-on-year growth rates of 39%, 27%, and 29% respectively [3].

Core Viewpoint - The recent financial report of Jiechang Drive (603583) shows significant growth in revenue and net profit for the first half of 2025, indicating a strong performance despite a high level of accounts receivable [1][4]. Financial Performance - Total revenue for the first half of 2025 reached 2.007 billion yuan, a year-on-year increase of 27.31% compared to 1.576 billion yuan in the same period of 2024 [1]. - Net profit attributable to shareholders was 271 million yuan, up 43.29% from 189 million yuan in the previous year [1]. - In Q2 2025, total revenue was 1.045 billion yuan, reflecting a 20.54% increase year-on-year, while net profit for the quarter was 159 million yuan, a 32.34% increase [1]. Profitability Metrics - Gross margin stood at 30.15%, a slight decrease of 0.2% year-on-year, while net margin improved to 13.51%, an increase of 13.91% [1]. - The total of selling, administrative, and financial expenses was 186 million yuan, accounting for 9.25% of revenue, down 25.85% year-on-year [1]. Balance Sheet Highlights - Accounts receivable amounted to 630 million yuan, representing 223.49% of the latest annual net profit, indicating a significant level of receivables [1][4]. - Cash and cash equivalents decreased by 22.44% to 1.193 billion yuan [1]. - Interest-bearing debt was reduced by 21.51% to 869 million yuan [1]. Earnings Per Share - Earnings per share (EPS) increased to 0.71 yuan, a rise of 44.9% from 0.49 yuan in the previous year [1]. - Operating cash flow per share improved to 0.93 yuan, reflecting a 51.16% increase year-on-year [1]. Investment Insights - The company's return on invested capital (ROIC) was 5.04% last year, indicating average capital returns, with a historical median ROIC of 18.99% since its listing [3]. - Analysts expect the company's performance in 2025 to reach a net profit of 478 million yuan, with an average EPS forecast of 1.25 yuan [4]. Fund Holdings - The largest fund holding Jiechang Drive is the Huabao Advanced Growth Mixed Fund, which holds 630,900 shares and has recently entered the top ten holdings [5].

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [2] Core Views - The company achieved a revenue of 2.007 billion yuan in the first half of 2025, representing a year-on-year growth of 27.31%. The net profit attributable to shareholders was 271 million yuan, up 43.29% year-on-year [7] - The company is making significant progress in its global layout, enhancing supply chain resilience, and has completed the first phase of its logistics and production base in Europe [7] - The company has made notable breakthroughs in R&D innovation, particularly in robotic actuators, which are expected to become a new growth point [7] - The forecast for net profit attributable to shareholders for 2025-2027 is 504 million, 651 million, and 792 million yuan, respectively, with corresponding PE ratios of 30, 23, and 19 times [7] Financial Performance - The company’s revenue is projected to grow from 3.034 billion yuan in 2023 to 6.496 billion yuan in 2027, with a compound annual growth rate (CAGR) of 22.70% [6][8] - The net profit is expected to increase from 206 million yuan in 2023 to 792 million yuan in 2027, reflecting a significant growth trajectory [6][8] - The earnings per share (EPS) is forecasted to rise from 0.54 yuan in 2023 to 2.07 yuan in 2027 [6][8] Market Performance - The company’s stock has shown a performance of -7% over the last 12 months, compared to a 39% increase in the CSI 300 index [4]

Market Overview - The automation equipment sector increased by 0.51% on August 29, with Jiechang Drive leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Top Performers - Jiechang Drive (603583) closed at 42.81, up 9.99% with a trading volume of 330,200 shares [1] - Kaidi Co. (605288) also rose by 9.99% to 78.91, with a trading volume of 29,800 shares [1] - Ruisheng Intelligent (688215) increased by 6.95% to 68.80, with a trading volume of 40,800 shares [1] - Huagong Technology (000988) saw a 6.24% rise to 68.42, with a trading volume of 1,041,400 shares [1] Underperformers - Sitake (301568) fell by 7.98% to 53.37, with a trading volume of 139,700 shares [2] - Dongjie Intelligent (300486) decreased by 7.02% to 20.12, with a trading volume of 665,200 shares [2] - Aifute (688165) dropped by 5.61% to 24.71, with a trading volume of 289,100 shares [2] Capital Flow - The automation equipment sector experienced a net outflow of 497 million yuan from institutional investors, while retail investors saw a net inflow of 275 million yuan [2][3] - Jiechang Drive had a net inflow of 187 million yuan from retail investors, but a net outflow of 194 million yuan from institutional investors [3] - Huagong Technology had a significant net inflow of 1.93 billion yuan from institutional investors, despite a net outflow of 3.50 billion yuan from retail investors [3]

Group 1 - The company reported a total operating revenue of 2.007 billion yuan and a net profit attributable to shareholders of 271 million yuan for the first half of 2025 [2] - The net cash inflow from operating activities was 355 million yuan [2] - The latest debt-to-asset ratio is 31.83%, which is an increase of 0.75 percentage points compared to the previous quarter [4] Group 2 - The company's gross profit margin is 30.15%, ranking 46th among disclosed peers, and has decreased by 0.06 percentage points compared to the same period last year [4] - The latest return on equity (ROE) is 5.95% [4] - The diluted earnings per share (EPS) is 0.71 yuan [4] Group 3 - The total asset turnover ratio is 0.30 times, and the inventory turnover ratio is 1.54 times [5] - The number of shareholders is 41,900, with the top ten shareholders holding 240 million shares, accounting for 62.56% of the total share capital [6]

Core Viewpoint - The company reported significant growth in both revenue and net profit for the first half of 2025, indicating strong operational performance and potential for future investment opportunities [1] Financial Performance - The company achieved operating revenue of 2.007 billion, representing a year-on-year increase of 27.31% [1] - The net profit attributable to shareholders reached 271 million, reflecting a year-on-year growth of 43.29% [1] - Basic earnings per share were reported at 0.71 yuan [1]