证券代码：603700 证券简称：宁水集团 公告编号：2025-050 宁波水表（集团）股份有限公司 控股股东及其一致行动人内部转让股份结果公告 本公司董事会、全体董事及相关股东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。 重要内容提示： 1 控股股东及其一致行动人持股的基本情况：截至内部转让股份计划披 露日，宁波水表（集团）股份有限公司（以下简称"公司"）控股股东 及其一致行动人合计持有公司股份 51,148,388 股，占公司总股本的 25.36%。其中，控股股东之一张世豪先生直接持有公司股份 34,223,657 股，占公司总股本的 16.97%；控股股东之一张琳女士直接持有公司股 份 5,742,250 股，占公司总股本的 2.85%；控股股东一致行动人张蕾女 士直接持有公司股份 4,258,481 股，占公司总股本的 2.11%；控股股东 一致行动人"上海蓝墨投资管理有限公司－蓝墨私享 7 号私募证券投 资基金"（以下简称"蓝墨 7 号"）直接持有公司股份 4,890,000 股， 占公司总股本的 2.42%；控股股东一致行动人"上海蓝 ...

Core Insights - Ning Shui Group's stock rose by 5.36% on September 1, closing at 12.78 yuan, with a significant block trade occurring [1] - The block trade involved a total volume of 1.234 million shares, amounting to 14.9684 million yuan, with a discount of 5.09% from the initial price [1] - Over the past three months, the stock has seen one block trade totaling 14.9684 million yuan, and in the last five trading days, it has increased by 2.16% with a net inflow of 6.3138 million yuan from major funds [1]

Group 1 - On September 1, Ningshui Group executed a block trade of 1.234 million shares, with a transaction amount of 14.9684 million yuan, accounting for 9.89% of the total transaction amount for the day [1] - The transaction price was 12.13 yuan, which represents a discount of 5.09% compared to the market closing price of 12.78 yuan [1]

Group 1 - Ningbo Water Meter (Group) Co., Ltd. experienced a stock price increase of 5.36%, reaching 12.78 CNY per share, with a trading volume of 1.06 billion CNY and a turnover rate of 4.20%, resulting in a total market capitalization of 25.78 billion CNY [1] - The company's main business involves the research, development, production, and sales of mechanical and smart water meters, with revenue composition as follows: smart water meters 55.55%, mechanical water meters 36.53%, water meter accessories, software, and others 7.20%, and other supplementary items 0.73% [1] Group 2 - Hai Fu Tong Fund has a significant holding in Ningbo Water Meter, with its Hai Fu Tong Quantitative Stock Mixed A Fund (021655) holding 5,800 shares, accounting for 0.6% of the fund's net value, ranking as the tenth largest holding [2] - The Hai Fu Tong Quantitative Stock Mixed A Fund has achieved a year-to-date return of 25.78% and a one-year return of 31.35%, with a total fund size of 1.8757 million CNY [2] - The fund manager, Li Ziwu, has a tenure of 2 years and 200 days, with the best fund return during this period being 74.03% and the worst being -17.45% [2]

Core Viewpoint - Ningbo Water Meter (Group) Co., Ltd. reported a positive performance in the first half of 2025, with significant revenue and profit growth, while also focusing on transforming into a comprehensive smart water service provider [1][2]. Financial Performance - The company achieved total revenue of 706 million yuan, a year-on-year increase of 10.44% [1]. - Net profit attributable to shareholders reached 53.63 million yuan, up 76.83% compared to the same period last year [1]. - The net profit after deducting non-recurring gains and losses was 10.55 million yuan, a decrease of 52.49% year-on-year [1]. Market Strategy and Growth - The company capitalized on the partial recovery of the macro environment to strengthen its market position, implementing a "smart perception + data-driven + engineering closed-loop" service system [2]. - The business matrix includes hardware manufacturing, big data platform services, and pipeline detection and repair engineering [2]. - The sales team executed customized marketing strategies, leading to a solid foundation for business growth [2]. Regional Performance - The company reported over 50% revenue growth in regions such as East China, Northwest, and South China [2]. - Successful bids for multi-million projects in key markets like Shanghai, Ningbo, and Shenzhen were noted, with the Shanghai water meter procurement project exceeding 100 million yuan [2]. International Expansion - The company achieved over 25% revenue growth in overseas markets, with significant growth in the Asia-Pacific region exceeding 115% [2]. - The Americas and Africa markets maintained steady growth of over 15% [2]. Innovation and R&D - The company emphasized strong independent innovation capabilities and technological advantages, applying for 21 patents and obtaining 21 patents during the reporting period [3]. - Collaboration with universities and research institutions was deepened to promote a synergistic model of industry-academia-research [3].

Financial Performance - The company reported a total revenue of 706 million yuan for the first half of 2025, representing a year-on-year increase of 10.44% [1] - The net profit attributable to shareholders reached 53.63 million yuan, up 76.83% year-on-year [1] - In Q2 2025, total revenue was 440 million yuan, with a year-on-year growth of 13.4%, and net profit attributable to shareholders was 25.41 million yuan, increasing by 36.24% [1] - The gross margin was 21.39%, a decrease of 7.5% year-on-year, while the net margin improved to 7.59%, an increase of 60.28% [1] - The total of selling, administrative, and financial expenses was 87.11 million yuan, accounting for 12.33% of revenue, down 7.11% year-on-year [1] Balance Sheet Highlights - Accounts receivable amounted to 842 million yuan, with a year-on-year increase of 0.86%, and accounts receivable to net profit ratio reached 1606.21% [1][2] - The company’s interest-bearing debt decreased significantly by 61.59% to 45.27 million yuan [1] - Cash and cash equivalents were reported at 221 million yuan, a slight decrease of 1.48% [1] Business Model and Strategy - The company relies heavily on research and marketing to drive its performance, indicating a need for careful analysis of these underlying factors [2] - The company is expanding its business model beyond traditional water metering to include smart water solutions, driven by market demand for leak control, water conservation, and high-quality supply [3] - The company is transitioning towards a digital service-oriented model in the water sector, creating a comprehensive ecosystem that integrates smart sensing, data-driven management, and engineering services [3]

Core Viewpoint - The company announced that the first unlocking condition of the 2024 employee stock ownership plan was not achieved, leading to the proposed repurchase and cancellation of 1,737,250 shares that could not be unlocked due to unmet performance targets [1][3][5]. Summary by Sections Employee Stock Ownership Plan Implementation - The employee stock ownership plan was approved in the 2023 annual shareholders' meeting and has undergone several procedural approvals since then [2][3]. - The plan includes two unlocking periods: the first after 12 months and the second after 24 months, each allowing for the unlocking of 50% of the total shares held [4]. Performance Targets and Results - The performance targets for the first unlocking period required a revenue growth rate of at least 8% for 2024, based on the average revenue of 2022 and 2023 [4]. - The company's revenue for 2024 was reported at approximately 1.5 billion yuan, which did not meet the required growth target, resulting in the failure to unlock the shares [5]. Share Repurchase and Cancellation - The company plans to repurchase and cancel the shares that could not be unlocked, which will reduce the total share capital from 201,699,184 shares to approximately 199,961,934 shares [5]. - The repurchase and cancellation process will be subject to approval at the upcoming shareholders' meeting [5][6]. Impact on Company Operations - The proposed repurchase of shares is not expected to affect the ongoing implementation of the employee stock ownership plan or the company's operational capabilities [6][7]. - The management team will continue to fulfill their responsibilities and aims to create value for shareholders [7].

Core Viewpoint - Ningbo Water Meter (Group) Co., Ltd. announced the cancellation of stock options due to unmet performance conditions for the first exercise period of the 2024 stock option incentive plan [1][7][10] Group 1: Stock Option Incentive Plan - The company held meetings to review and approve the stock option incentive plan and its management measures [1][2] - The first exercise period of the stock option plan was not achieved due to the company failing to meet the performance targets for 2024 [7][8] - A total of 938,750 stock options will be canceled, including those for departing employees and those not exercised by current employees [9][10] Group 2: Performance Targets - The performance targets for the first exercise period required a revenue growth rate of no less than 8% for 2024, based on the average revenue of 2022 and 2023 [8] - The actual revenue for 2024 was reported at approximately 1.5 billion yuan, which did not meet the required growth target [8][9] Group 3: Legal and Procedural Compliance - The cancellation of stock options was deemed legally valid and in compliance with relevant regulations and the company's incentive plan [10][11] - The board and supervisory committee confirmed that the procedures followed for the cancellation were appropriate and did not harm the interests of the company or its shareholders [10][11]

Core Viewpoint - The company has announced an adjustment to the exercise price of its 2024 stock option incentive plan from 11.41 yuan to 11.21 yuan per share due to a cash dividend distribution of 0.2 yuan per share [1][7][8] Summary by Sections 1. Adjustment of Exercise Price - The board of directors approved the adjustment of the exercise price for the 2024 stock option incentive plan [1][6] - The new exercise price is set at 11.21 yuan per share, down from the previous price of 11.41 yuan per share [7] 2. Procedures and Implementation - The adjustment followed the necessary review and approval processes, including meetings of the board and supervisory committee [1][5] - Legal opinions were obtained to ensure compliance with relevant regulations [6][8] 3. Reasons for Adjustment - The adjustment was necessitated by the company's annual profit distribution plan, which included a cash dividend of 0.2 yuan per share [7] - The calculation for the new exercise price was based on the formula: P = P0 - V, where P0 is the original exercise price and V is the dividend amount [7] 4. Impact on the Company - The adjustment is in accordance with the relevant regulations and will not materially affect the company's financial status or operational results [7][8] - The board's remuneration and assessment committee confirmed that the adjustment process was legal and did not harm the interests of the company or its shareholders [8] 5. Supervisory Committee and Legal Opinions - The supervisory committee verified that the adjustment complied with all applicable laws and regulations [8] - Legal counsel confirmed that the necessary approvals for the adjustment had been obtained and that the company must fulfill its disclosure obligations [8]

Core Viewpoint - The legal opinion letter addresses the adjustment of the exercise price and the cancellation of certain stock options under the 2024 stock option incentive plan of Ningbo Water Meter (Group) Co., Ltd. [1][4] Group 1: Adjustment of Exercise Price - The exercise price of stock options will be adjusted from 11.41 yuan to 11.21 yuan due to the implementation of a cash dividend of 0.2 yuan per share [7][8]. - The adjustment method follows the provisions of the incentive plan, ensuring that the adjusted exercise price does not fall below the par value of the stock [8]. Group 2: Cancellation of Stock Options - A total of 938,750 stock options will be canceled, including 72,000 options from four individuals who have left the company and 866,750 options due to the failure to meet performance targets for the first exercise period [6][10]. - The performance targets for the first exercise period required a revenue growth rate of at least 8% based on the average revenue of 2022 and 2023, which was not achieved [9][10]. Group 3: Compliance and Authorization - The adjustments and cancellations have received the necessary approvals and authorizations as per the relevant laws and regulations, including the Company Law and the Securities Law [6][10]. - The company is required to fulfill its information disclosure obligations and handle the cancellation procedures for the stock options [10].