Group 1 - The annual general meeting of Shanghai Mingzhi Electric Co., Ltd. was held on May 30, 2025, with no resolutions rejected [2] - The meeting was presided over by Director Cheng Jianguo due to the absence of Chairman Chang Jianming [2][3] - The meeting adopted a combination of on-site and online voting methods, complying with the Company Law and the Articles of Association [2] Group 2 - Out of 9 current directors, 3 attended the meeting, while 6 were absent due to work reasons [3] - 1 out of 3 supervisors attended the meeting, with 2 absent for work reasons [3] - The company secretary was present at the meeting [3] Group 3 - All proposed resolutions were approved, including the 2024 Board of Directors' work report, the 2024 Supervisory Board's work report, and the 2024 financial settlement report [4][5] - The profit distribution plan for 2024 was also approved, along with the annual report and its summary [5] - The resolutions regarding the confirmation of director and supervisor remuneration for 2024 and 2025 were passed [5][6] Group 4 - The reappointment of Zhonghua Accounting Firm as the auditing institution for 2025 was approved [6] - Resolutions concerning related party transactions for 2024 and anticipated transactions for 2025 were also approved [6] - The company and its subsidiaries were authorized to apply for comprehensive credit lines from banks [6]

证券代码：603728 证券简称：鸣志电器 公告编号：2025-029 | 1、出席会议的股东和代理人人数 | 579 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 276,775,310 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 66.0746 | | 份总数的比例（%） | | 上海鸣志电器股份有限公司 2024年年度股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东大会召开的时间：2025 年 5 月 30 日 (二) 股东大会召开的地点：上海市闵行区盘阳路 59 弄 7 幢 16 号（近联友路） (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，公司董事长常建鸣先生因公无法参加会议，经 公司董事一致同意推选董事程建国先生主持会议。会议采用 ...

Group 1 - The legal opinion letter is issued by Shanghai Jintiancheng Law Firm regarding the 2024 annual general meeting of Shanghai Mingzhi Electric Co., Ltd. [1] - The meeting is convened by the company's board of directors, and the notice was published 20 days prior to the meeting date [2][3] - The meeting took place on May 30, 2025, with both on-site and online voting options available for shareholders [3][6] Group 2 - A total of 579 participants attended the meeting, representing 276,775,310 shares, which accounts for 66.0746% of the total voting shares [3][6] - The on-site attendees included 11 shareholders, all of whom were verified to have valid attendance qualifications [3] - Online voting was conducted through the Shanghai Stock Exchange's system, with 568 shareholders participating, representing 2,583,925 shares or 0.6168% of the total [6] Group 3 - All agenda items discussed at the meeting were within the authority of the shareholders' meeting and consistent with the notice [6] - The voting results showed that 276,619,810 shares (99.9438%) were in favor of the proposals, while 121,100 shares (0.0437%) opposed, and 34,400 shares (0.0125%) abstained [6][10] - The voting results for small shareholders indicated a similar trend, with 20,115,685 shares (99.2329%) in favor [7][10] Group 4 - The legal opinion concludes that the convening, procedures, qualifications of attendees, and voting results of the meeting comply with relevant laws and regulations [14][15] - All resolutions passed during the meeting are deemed legal and valid [14][15]

上海市锦天城律师事务所 关于上海鸣志电器股份有限公司 2024 年年度股东大会 的 法律意见书 上海市锦天城律师事 务所 地址：上海市浦东新区银城中路 501 号上海中心大厦 9、11、12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海鸣志电器股份有限公司 2024 年年度股东大会的 法律意见书 致：上海鸣志电器股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海鸣志电器股份有限 公司（以下简称"公司"）委托，就公司召开 2024 年年度股东大会（以下简称 "本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下简称《公 司法》）、《上市公司股东大会规则》等法律、法规、规章和其他规范性文件以 及《上海鸣志电器股份有限公司章程》（以下简称《公司章程》）的有关规定， 出具本法律意见书。 为出具本法律意见书，本所律师对本次股东大会所涉及的相关事项进行了必 要的核查和验证，审查了本所律师认为出具该法律意见书所需审查的相关文件、 资料，并参加了公司本次股东大会的全过程。 鉴此，本所律师根据 ...

Core Viewpoint - The company reported a decline in revenue and net profit for 2024, but showed signs of stabilization in revenue for Q1 2025, with a slight increase in net profit [1][2]. Group 1: Financial Performance - In 2024, the company achieved revenue of 2.416 billion, a year-on-year decrease of 4.99%, and a net profit attributable to shareholders of 78 million, down 44.53% [1]. - For Q1 2025, the company reported revenue of 595 million, a year-on-year decline of 2.16%, while net profit attributable to shareholders increased by 10.82% to 7 million [1]. - The revenue decline in 2024 was primarily due to overall adjustments in downstream demand, but there are expectations for gradual recovery and stabilization in revenue as demand improves [1]. Group 2: Profitability and Cost Structure - The gross margin for 2024 was 37.68%, an increase of 0.49 percentage points year-on-year, while Q1 2025 saw a gross margin of 36.87%, a decrease of 1.21 percentage points [2]. - The operating expense ratio increased to 33.79% in 2024, up 2.63 percentage points year-on-year, and further rose to 35.89% in Q1 2025, an increase of 2.70 percentage points [2]. - The increase in fixed costs due to new capacity additions contributed to the pressure on profitability, despite the revenue decline [1]. Group 3: Future Outlook - The company has adjusted its net profit forecasts for 2025-2026 to 112 million and 141 million, respectively, reflecting a year-on-year growth of 43.63% and 26.14% [2]. - The expectation for 2027 is a net profit of 172 million, representing a year-on-year growth of 22.04% [2]. - The company is focusing on rapid development in downstream sectors such as intelligent manufacturing, which may provide growth opportunities despite weak demand in traditional industries [2].

证券代码：603728 证券简称：鸣志电器 公告编号：2025-028 上海鸣志电器股份有限公司 关于 2024 年度网上业绩说明会召开情况的公告 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个别及连带责任。 上海鸣志电器股份有限公司（以下简称"公司"）于 2025 年 5 月 8 日（星 期 四 ） 上 午 10:00 ~ 11:00 ， 通 过 上 海 证 券 报 • 中 国 证 券 网 路 演 中 心 （https://roadshow.cnstock.com/）召开了公司 2024 年度网上业绩说明会，现将本 次业绩说明会的召开情况公告如下： 一、 业绩说明会的召开情况 公司于 2025 年 4 月 26 日在《中国证券报》、《上海证券报》、《证券时报》、 《证券日报》及上海证券交易所网站（www.sse.com.cn）披露了《关于召开 2024 年度网上业绩说明会的公告》。 2025 年 5 月 8 日上午 10:00 ~ 11:00，公司董事长兼总裁常建鸣先生、董事兼 财务总监程建国先生、董事兼董事会秘书温治中先生、独立董 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company reported a revenue of 2.416 billion in 2024, a decrease of 4.99% year-on-year, and a net profit attributable to shareholders of 78 million, down 44.53% year-on-year. In Q1 2025, the company achieved a revenue of 595 million, a slight decrease of 2.16% year-on-year, but net profit increased by 10.82% year-on-year to 7 million due to improved inventory management [5][6]. - The overall gross margin remained stable at 37.68% in 2024, with room for improvement in expense control. The company’s operating profit margin was 3.29%, down 2.29% year-on-year, primarily due to increased sales, management, and R&D expenses [11][12]. - The company has highlighted growth in specific segments, particularly in the robotics field, where revenue from the slotless hollow cup business grew nearly 200%. The company is expected to achieve faster growth in this area [11][12]. Summary by Sections Financial Performance - In 2024, the company achieved a total revenue of 2.416 billion, with a gross profit of 910 million, resulting in a gross margin of 37.68%. The net profit attributable to shareholders was 78 million, reflecting a significant decline from the previous year [5][11]. - For Q1 2025, the company reported a revenue of 595 million, with a net profit of 7 million, indicating a recovery trend compared to the previous year [5][11]. Market Conditions - The overall demand in the downstream industry is in a phase of adjustment, leading to intensified market competition and a slowdown in demand growth. The domestic revenue was 1.346 billion, down 0.21% year-on-year, while overseas revenue was 1.070 billion, down 10.39% year-on-year [11][12]. - The company’s performance in the control motor and drive system segments showed mixed results, with some areas experiencing declines while others, like power and lighting control products, saw a revenue increase of 10.03% [11][12]. Segment Highlights - The company’s brushless motor segment achieved a revenue of 220 million in 2024, growing by 31% year-on-year. The servo control system business generated 551 million, although it faced a decline of 21.3% overall, with certain products still maintaining growth [11][12]. - The traditional business segments showed improvement, particularly in security equipment, financial devices, 3D printing, and communication devices, with revenue growth rates of 14%, 21%, 37%, and 6% respectively [11][12].

Core Viewpoint - The company reported a decline in revenue and net profit for 2024, primarily due to factory relocation and increased management and R&D expenses, leading to overall performance significantly below expectations [1] Financial Performance - In 2024, the company achieved revenue of 2.416 billion yuan, a decrease of 4.99%, and a net profit of 78 million yuan, down 44.5% [1] - For Q1 2025, the company reported revenue of 595 million yuan, a year-on-year decline of 2.16%, while net profit attributable to the parent company was 7.2 million yuan, an increase of 10.82% [1] Business Segments - The company faced overall growth pressure in 2024, with specific revenue changes across segments: control motors and drives (-5.45%), power and lighting (+10.03%), equipment status management (-16.33%), and trading business (-8.70%) [2] - Notably, the brushless motor segment saw a revenue increase of 31% to 220 million yuan, with sales of robot hollow cups growing by 200% [2] - The precision linear drive segment reported a revenue increase of 5% to 79.83 million yuan, driven by new product launches [2] - The motion control segment generated approximately 551 million yuan in revenue, with servo revenue at about 231 million yuan, reflecting a 6.5% year-on-year increase [2] Profitability Metrics - The company's overall gross margin improved slightly in 2024, with a gross margin of 37.68%, an increase of 0.49 percentage points year-on-year [3] - The gross margin for control motors and drives was approximately 38.78%, showing a decline of 0.62 percentage points [3] - In Q1 2025, the gross margin was about 36.87%, down 1.21 percentage points, primarily due to intensified industry competition [3] Profit Forecast and Valuation - Due to fluctuations in gross margin and weakened industry demand, the company has revised its 2025 net profit forecast down by 64.6% to 100 million yuan, while introducing a 2026 net profit forecast of 154 million yuan [4] - Following a significant valuation increase in the humanoid robot sector since September 2024, the target price for 2026 has been raised by 70.7% to 70 yuan, indicating a potential upside of 6.3% compared to the current stock price [4]

Core Points - The company guarantees the authenticity, accuracy, and completeness of the quarterly report, and assumes legal responsibility for any false records or misleading statements [2][3][5] Financial Data - The financial statements for the first quarter of 2025 are unaudited, including the consolidated balance sheet, profit statement, and cash flow statement [3][5][6] - The net profit for the merged entity prior to consolidation was reported as 0 yuan for the current and previous periods [5][6] Shareholder Information - There are no changes reported in the top ten shareholders or significant shareholders participating in the securities lending business compared to the previous period [4] Other Important Information - The company has not applied new accounting standards or interpretations that would affect the financial statements for the current reporting period [6]

Revenue and Profitability - Revenue for Q1 2025 was CNY 595,310,921.43, a decrease of 2.16% compared to CNY 608,465,650.49 in the same period last year[5] - Net profit attributable to shareholders increased by 10.82% to CNY 7,189,294.21 from CNY 6,487,479.20 year-on-year[5] - Net profit excluding non-recurring gains and losses rose by 42.87% to CNY 5,562,551.64, driven by improved inventory management[5] - Basic and diluted earnings per share increased by 11.69% to CNY 0.0172 per share[5] - Operating profit for Q1 2025 was ¥7.55 million, down 22.4% from ¥9.75 million in Q1 2024[17] - The company reported a total comprehensive income of ¥10.47 million for Q1 2025, down from ¥15.48 million in Q1 2024[18] - The net profit for Q1 2025 was a loss of CNY 3,282,610.56, compared to a loss of CNY 2,252,822.09 in Q1 2024, indicating a deterioration in profitability[26] Cash Flow and Liquidity - Net cash flow from operating activities decreased significantly by 75.88% to CNY 5,861,919.27, attributed to increased inventory from new business orders[5] - Cash flow from operating activities for Q1 2025 was ¥5.86 million, significantly lower than ¥24.30 million in Q1 2024[20] - The company generated net cash flow from investing activities of ¥14.42 million in Q1 2025, a recovery from a negative cash flow of ¥80.99 million in Q1 2024[21] - In Q1 2025, the net cash flow from operating activities was ¥45,019,053.98, a significant improvement compared to a net outflow of ¥14,566,193.72 in Q1 2024[28] - The net cash flow from financing activities was negative at -¥1,214,147.88, a decline from a positive net flow of ¥28,718,671.40 in Q1 2024[28] Assets and Liabilities - Total assets at the end of the reporting period were CNY 4,300,795,657.43, up 5.46% from CNY 4,078,091,039.81 at the end of the previous year[5] - Total liabilities increased to ¥1,367,680,785.93 from ¥1,156,442,968.02, reflecting a growth of approximately 18.2%[15] - The company's total liabilities increased to CNY 650,966,494.19 as of March 31, 2025, from CNY 475,482,000.94 at the end of 2024, representing a rise of approximately 36.73%[23] - The total assets of the company as of March 31, 2025, were ¥4,300,795,657.43, compared to ¥4,078,091,039.81 at the end of 2024, marking an increase of about 5.4%[15] Inventory and Receivables - The company's inventory stood at ¥605,518,282.91, which is an increase from ¥572,219,131.25, showing a growth of approximately 5.8%[13] - The company's inventory decreased slightly to CNY 17,570,006.18 from CNY 18,596,888.69, a decline of approximately 5.50%[22] - The company reported a significant increase in other receivables, which rose to ¥157,252,131.85 from ¥151,238,732.87, reflecting a growth of about 4.0%[13] - The company reported a significant increase in other receivables, totaling CNY 671,090,688.73 as of March 31, 2025, compared to CNY 641,633,404.35 at the end of 2024, an increase of about 4.59%[22] Operational Efficiency - The decrease in revenue was primarily due to a slight decline in overseas sales of motor and drive products[7] - The company maintains a focus on improving operational efficiency and inventory management to enhance profitability[7] - Research and development expenses for Q1 2025 were ¥60.39 million, slightly up from ¥59.36 million in Q1 2024[17] - Research and development expenses for Q1 2025 were CNY 2,055,702.09, down from CNY 2,566,268.77 in Q1 2024, reflecting a decrease of about 19.83%[26] Shareholders' Equity - Shareholders' equity attributable to the parent company increased slightly by 0.36% to CNY 2,923,536,166.23[5] - The company's total equity increased to ¥2,933,114,871.50 from ¥2,921,648,071.79, reflecting a growth of approximately 0.4%[15] - The total equity of the company as of March 31, 2025, was CNY 1,897,604,174.36, a slight decrease from CNY 1,900,886,784.92 at the end of 2024[24]