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 Insights - In 2024, companies listed on the Shanghai Stock Exchange (SSE) are expected to exceed 1 trillion yuan in R&D investment, accounting for nearly 40% of the national R&D expenditure, showcasing strong innovation capabilities [1] - The embodiment of intelligent technology is becoming a new engine for industrial upgrading, with SSE-listed companies continuously breaking through key core technologies and launching innovative products and solutions [1] Company Highlights - Ningbo Keli Sensor Technology Co., Ltd. has developed a six-dimensional force sensor that acts as the "tactile nerve" for robots, achieving a coupling error of less than 1.0%, significantly below the industry average [2] - Shanghai Weir Semiconductor Co., Ltd. has introduced advanced CMOS image sensors, such as the OG09A10, utilizing Nyxel® near-infrared technology to provide clear images even in low-light conditions, achieving over 20% growth in high-end smartphone and automotive sectors [2] - Shanghai Mingzhi Electric Co., Ltd. has made significant advancements in robotic joint modules and hollow cup motors, reducing energy consumption and thermal loss while maintaining competitive pricing [2][3] R&D Investment Trends - Mingzhi Electric's R&D expenses increased from 152 million yuan in 2020 to 242 million yuan in 2024, with the R&D investment ratio rising from 6.87% to over 10% [5] - Keli Sensor has invested approximately 20 million yuan in sensor technology for embodiment intelligence over the past two years, with around 10% of total R&D dedicated to this area [5] - Wolong Electric Drive Group Co., Ltd. reported R&D spending of 805 million yuan in 2024, representing 3.95% of revenue, focusing on breakthroughs in various fields including bionic robots and electric aviation [5] Market Applications and Impact - The application of embodiment intelligence technology is reshaping various industries, from industrial automation to healthcare and logistics [6] - Keli Sensor's six-dimensional force sensor enhances efficiency in industrial robots and aids in personalized rehabilitation plans in healthcare [6] - Weir Semiconductor's image sensors have gained a significant market share in high-end smartphones and automotive sectors, ranking second globally in automotive image sensors in 2024 [6] - Wolong Electric's collaboration with COMAC on electric aviation technology has led to significant advancements in eVTOL applications for urban air transport and emergency rescue [6] Future Outlook - The market for embodiment intelligence is entering a deep cultivation phase, with ongoing improvements needed in hardware lightweighting, software intelligence, and hardware-software collaboration [6]

截至2025年5月21日 13:29，中证数字经济主题指数(931582)下跌0.38%。成分股方面涨跌互现，均胜电子(600699)领涨5.53%，德赛西威(002920)上涨3.59%， 纳思达(002180)上涨2.16%；兆易创新(603986)领跌6.21%，鸣志电器(603728)下跌1.87%，龙芯中科(688047)下跌1.60%。数字经济ETF(560800)下跌0.26%， 最新报价0.76元。流动性方面，数字经济ETF盘中换手0.77%，成交588.54万元。（以上所列示股票为指数成份股，仅做示意不作为个股推荐。过往持仓情况 不代表基金未来的投资方向，也不代表具体的投资建议，投资方向、基金具体持仓可能发生变化。市场有风险，投资需谨慎。) 近日，国家数据局综合司印发了《数字中国建设2025 年行动方案》，要求各地区结合实际认真贯彻落实。 长江证券指出，我国金融开放战略持续推进，在政策支持下，跨境支付领域持续发展。当前，外部环境更趋复杂严峻，单边主义、保护主义加剧，多边贸易 体制受阻，关税壁垒增多，冲击了全球产业链供应链稳定。在此背景下，《行动方案》的提出，或将加速我国跨境金融系统建设，中国 ...

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]