关于科博达技术股份有限公司 向不特定对象发行可转换公司债券 申请文件的审核问询函的回复 保荐机构（主承销商） （北京市建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 二零二六年三月 关于科博达技术股份有限公司审核问询函的回复 上海证券交易所： 贵所于 2026 年 2 月 5 日出具的《关于科博达技术股份有限公司向不特定对象发行 可转换公司债券申请文件的审核问询函》（上证上审（再融资）〔2026〕51 号，以下 简称"问询函"、"审核问询函"）已收悉。 科博达技术股份有限公司（以下简称"科博达"、"公司"、"发行人"）会同中 国国际金融股份有限公司（以下简称"保荐机构"、"中金公司"）、众华会计师事务 所（特殊普通合伙）（以下简称"会计师"、"申报会计师"、"众华"）、上海市方 达律师事务所（以下简称"发行人律师"、"方达"）等中介机构，本着勤勉尽责、诚 实守信的原则，就审核问询函所提问题逐项进行认真讨论、核查与落实，并逐项进行回 复说明。具体回复内容附后，请予审核。 除另有说明外，本回复中使用的释义或简称与《科博达技术股份有限公司向不特定 对象发行可转换公司债券募集说明书（申报稿）》（以下简称 ...

2026 年 3 月 上海市方达律师事务所 关于科博达技术股份有限公司 向不特定对象发行可转换公司债券的 补充法律意见书（一） 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于科博达技术股份有限公司 7-3-1 FANGDA PARTNERS http://www.fangdalaw.com | 中国上海市石门一路 288 号 | 电子邮件 | E-mail: email@fangdalaw.com | | --- | --- | --- | | 兴业太古汇香港兴业中心二座 24 楼 | 电 话 | Tel.: +86-21-2208 1166 | | 邮政编码：200041 | 传 真 | Fax.: +86-21-5298 5599 | 向不特定对象发行可转换公司债券的 补充法律意见书（一） 致：科博达技术股份有限公司 本所在《法律意见书》和《律师工作报告》中的相关声明适用于本补充法律 7-3-2 上海市方达律师事务所 补充法律意见书（一） 意见书。 除非在本补充法律意见 ...

关于科博达技术股份有限公司向不特定对象发行可转换公司债券 申请文件的审核问询函的回复 众会字(2026)第 02717 号 上海证券交易所： 贵所于 2026 年 2 月 5 日出具的《关于科博达技术股份有限公司向不特定对象发行可转 换公司债券申请文件的审核问询函》（上证上审（再融资）〔2026〕51 号，以下简称"问询函"、 "审核问询函"）已收悉。 众华会计师事务所（特殊普通合伙）（以下简称"会计师"、"申报会计师"、"众华"），本着勤勉 尽责、诚实守信的原则，就审核问询函所提问题逐项进行认真讨论、核查与落实，并逐项进 行回复说明。具体回复内容附后，请予审核。 除另有说明外，本回复中使用的释义或简称与《科博达技术股份有限公司向不特定对象 发行可转换公司债券募集说明书（申报稿）》（以下简称"募集说明书"）中的含义相同。 7-2-1 问题 1：关于本次募投项目及融资规模 根据申报材料，1）本次拟募集资金总额不超过 149,074.00 万元，将投资于 "科博达智能科技（安徽）有限公司汽车中央计算平台与智驾域控产品产能扩 建项目"（以下简称域控项目）、"科博达（安徽）汽车电子有限公司基地建设（二 期）及汽车电子 ...

关于向不特定对象发行可转换公司债券 证券代码：603786 证券简称：科博达 公告编号：2026-007 科博达技术股份有限公司 审核问询函回复的提示性公告 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。 公司本次向不特定对象发行可转换公司债券事项尚需通过上交所审核，并获 得中国证券监督管理委员会（以下简称"中国证监会"）作出同意注册的决定后 方可实施，最终能否通过上交所审核且获得中国证监会作出同意注册的决定及其 时间尚存在不确定性。公司将根据该事项的进展情况及时履行信息披露义务，敬 请广大投资者注意投资风险。 特此公告。 科博达技术股份有限公司董事会 2026 年 3 月 17 日 科博达技术股份有限公司（以下简称"公司"）于 2026 年 2 月 5 日收到上 海证券交易所（以下简称"上交所"）出具的上证上审（再融资）〔2026〕51 号《关于科博达技术股份有限公司向不特定对象发行可转换公司债券申请文件的 审核问询函》（以下简称"《审核问询函》"），上交所审核中心对公司提交的 向不特定对象发行可转换公司债券申请文件进 ...

Investment Rating - The report maintains a "Recommended" rating for the automotive industry [2][9]. Core Insights - The "14th Five-Year Plan" emphasizes the acceleration of new quality productivity, with a focus on intelligent levels as the core competitiveness of the automotive industry. The development of unmanned logistics vehicles and Robotaxi is expected to experience rapid growth [2][5]. - The automotive industry is crucial for stabilizing national economic growth due to its significant contribution to GDP, consumer demand, and employment. The total industrial output value of key automotive enterprises in China is projected to grow from 2.51 trillion yuan in 2013 to 4.77 trillion yuan by 2025, maintaining a GDP share of over 3% [4][5]. - The automotive aftermarket is highlighted as a key area for extending the consumption chain and stimulating new consumer vitality, with segments like modification and rental expected to benefit significantly [4][5]. Summary by Sections Industry Overview - The automotive industry is entering a new phase of transformation and upgrading, focusing on intelligence as a driving force. The report outlines the importance of new technologies and strategic emerging industries, including new energy and intelligent connected vehicles [2][4]. Market Dynamics - The report indicates that by 2025, China's automotive production and sales are expected to exceed 34 million units, with a total of over 11.18 trillion yuan in revenue for the automotive manufacturing industry [4][5]. - Policies such as vehicle trade-in and tax reductions are anticipated to continue supporting automotive consumption, contributing to domestic demand and economic recovery [4][5]. Technological Advancements - The report discusses the integration of artificial intelligence across the automotive supply chain, with advancements in autonomous driving and smart components expected to drive growth. The commercial viability of unmanned logistics vehicles and Robotaxi is highlighted, with significant developments anticipated during the "14th Five-Year Plan" period [5][9]. - The report also emphasizes the potential for humanoid robots and low-altitude economy sectors to create new growth opportunities within the automotive industry [5][9]. Investment Recommendations - Recommended companies include Geely Automobile, Great Wall Motors, and JAC Motors in the vehicle segment, while companies like Suoteng Juchuang and Desay SV are highlighted in the intelligent components sector. The humanoid robot supply chain includes Top Group as a recommended company [7][9].

Key Takeaways from Keboda's Management at GS China Forum 2026 Company Overview - **Company**: Keboda (603786.SS) - **Industry**: Lighting Control and Intelligent Driving Core Insights 1. **Growth Expectations**: - Keboda anticipates a **teen growth rate** from its main business (lighting control) over the next **3-5 years**. The company currently holds a **15% market share** in the lighting control sector, which accounts for approximately **50% of total revenue**. The goal is to achieve a **20%+ market share** in the same timeframe, implying a **10%-15% CAGR** driven by new design wins, including partnerships with **Volkswagen** and **BMW** [4][5] 2. **Pricing and Margin Pressures**: - The management expects **higher pricing pressure** in **2026** compared to the previous year, primarily due to: - Slowing growth in the auto market leading to increased competition - Margin pressures from **raw material price inflation** - To mitigate these pressures, Keboda plans to engage selectively with customers, focus on R&D-driven cost reductions, innovate higher-value production (e.g., micro LED lighting control), and pass costs through to customers [4][5] 3. **Intelligent Driving Transformation**: - Keboda is transitioning towards intelligent driving domain controllers, aiming to **double revenue** by **2026** and reach **Rmb18bn-20bn** in the next five years, up from around **Rmb800mn** in **2025**. The company has secured cumulative orders of **Rmb20bn** since **2022**. Key clients include: - **Nio** (with deliveries starting in **2027**) - **SAIC-GM** for its Zhijing L7 model and Cadillac - Collaborations with **Momenta**, **Volkswagen**, and **BMW** [4][5] 4. **Customer Profile**: - Volkswagen is the largest customer, contributing approximately **40% of total revenue**, followed by Nio and BMW. In the intelligent driving segment, BMW accounts for more than half of the total cumulative orders of **Rmb20bn** [5] 5. **Gross Margin Expectations**: - Currently, Keboda's gross margin is around **12-13%**, with expectations to reach **20%** after doubling revenue. The timeline for break-even is contingent on scaling effects and R&D investments [4][5] Additional Important Points - The company is focusing on **selective customer engagement** and **higher-value production innovations** to navigate the competitive landscape and maintain profitability [4] - The management's insights reflect a strategic shift towards **intelligent driving**, indicating a long-term growth trajectory beyond traditional lighting control [4][5]

Investment Rating - The industry investment rating is "Overweight," indicating that the industry is expected to outperform the overall market [10]. Core Insights - The report highlights the increasing focus on "new energy vehicle mileage fees," analyzing the core logic, real motivations, and future implementation prospects within the context of China's fiscal structure and automotive industry development [4][5]. - There is a significant and growing funding gap for road maintenance, estimated at approximately 300 billion yuan, primarily due to the rising penetration of new energy vehicles, which is expected to exceed 57% by 2025, leading to a mismatch between traditional fuel tax revenues and road maintenance needs [3][4]. - The report anticipates that Hainan will likely be the first region to pilot the "mileage fee" policy due to its unique free trade port advantages, with initial trials expected to focus on commercial and operational vehicles [5]. Summary by Sections Fiscal Structure and Funding Gap - The current fiscal system relies on vehicle-related taxes as a core funding source for road construction and maintenance, with road maintenance fees incorporated into fuel consumption taxes since 2009 [4]. - The rapid increase in new energy vehicle adoption is creating a persistent funding gap for road maintenance, necessitating new revenue sources to address this shortfall [4][5]. Policy Implementation - The comprehensive rollout of the "mileage fee" policy is not expected to happen quickly, with initial trials likely to occur in Hainan, focusing on commercial vehicles before potentially expanding to private cars based on trial outcomes and market acceptance [5]. Technological Solutions - The report suggests that the Beidou positioning system's free-flow charging mechanism could serve as a viable alternative to fuel taxes, ensuring fair payment based on road usage while addressing the funding gap for road maintenance [5]. - The Beidou free-flow system has already achieved full coverage and large-scale application in Hainan, providing a solid technical foundation for future pilot projects [5]. Investment Recommendations - The report recommends focusing on companies involved in the implementation of the Beidou free-flow charging project, such as Information Development, as well as new energy vehicle manufacturers like Xiaopeng, NIO, and Li Auto, which are expected to benefit from trends in AI and demand recovery [3][4].

Investment Rating - The report rates the automotive industry as "Overweight," indicating an expectation for the industry to outperform the overall market [11]. Core Insights - The report discusses the increasing focus on "mileage fees" for new energy vehicles, analyzing the core logic, real motivations, and future implementation prospects within the context of China's fiscal and tax structure [3][4]. - It highlights a significant funding gap for road maintenance, estimated at approximately 300 billion yuan, exacerbated by the rising penetration of new energy vehicles, which is projected to exceed 57% by 2025 [4][5]. - The report anticipates that Hainan will likely be the first region to pilot the mileage fee policy due to its unique free trade port advantages, with initial trials expected to focus on commercial and operational vehicles [5]. - A proposed solution to the funding gap is the implementation of a "free-flow charging mechanism" based on Beidou positioning technology, which aims to replace fuel taxes and ensure fair road usage fees [5]. Summary by Sections Section: Mileage Fee Analysis - The report emphasizes that the current tax system is a core funding source for road construction and maintenance, with fuel taxes integrated into the price of gasoline [4]. - It notes that the rapid increase in new energy vehicle adoption is leading to a growing mismatch between traditional fuel tax revenues and the funding needs for road maintenance [4]. Section: Policy Implementation - The report outlines that while the reform of road maintenance funding is urgent, the comprehensive rollout of mileage fee policies will take time, with Hainan expected to lead pilot programs [5]. - It suggests that the initial implementation will likely target commercial vehicles, with private car adoption contingent on trial outcomes and market acceptance [5]. Section: Technological Solutions - The report identifies the Beidou positioning system as a potential technological solution for implementing a fair and efficient mileage fee system, which could effectively address the funding shortfall for road maintenance [5]. - It mentions that the Beidou free-flow system has already achieved full coverage and large-scale application in Hainan, providing a solid technical foundation for future pilot projects [5]. Section: Investment Recommendations - The report recommends focusing on companies involved in the Beidou free-flow charging project and those that have established operational management platforms, such as Information Development [3]. - It highlights investment opportunities in various segments of the automotive industry, including new energy vehicle manufacturers and key component suppliers, emphasizing the importance of AI and automation trends [3].

Investment Rating - The report suggests a positive investment outlook for the smart driving industry, particularly focusing on companies that can leverage cost advantages and regulatory benefits in the evolving landscape of intelligent driving technology [5]. Core Insights - The smart driving sector is expected to maintain high growth momentum, driven by the trend of "Smart Driving Equality 2.0," which will see advanced features like urban NOA (Navigation on Autopilot) becoming more accessible to consumers in the 100,000 to 200,000 RMB price range [1][12]. - The L2 level of autonomous driving is entering a strong regulatory phase, which will benefit testing institutions and lead to a significant expansion of the market for compliance testing [2][29]. - The concept of scaling law is identified as a deterministic technological trend, with advancements in end-to-end architectures approaching L4 level capabilities [3][50]. - The Robotaxi business model has shown initial validation, indicating that the industry is on the verge of a significant turning point, particularly with the potential success of Tesla's Robotaxi [4][50]. Summary by Sections Section 1: Smart Driving Equality 2.0 - The trend of smart driving equality is expected to strengthen, with urban NOA features penetrating the 100,000 to 200,000 RMB price segment, supported by robust supply and demand dynamics [1][12]. - The penetration rate of urban NOA hardware configurations is projected to increase from 16% in 2025 to 25% in 2026, with sales expected to reach 5.45 million units, reflecting a year-on-year growth of over 50% [1][12]. Section 2: L2 Regulatory Phase - The L2 level is entering a strong regulatory phase, with the implementation of stringent standards that will benefit testing institutions and expand the market for compliance testing [2][29]. - The L3/L4 autonomous driving regulatory framework is gradually being established, moving from local trials to a national legal framework [2][40]. Section 3: Scaling Law and Technological Trends - The scaling law is recognized as a key technological trend, with the end-to-end architecture reaching preliminary L4 thresholds [3][50]. - The demand for computational power on the vehicle side is expected to grow alongside the increase in model parameters, necessitating companies to develop integrated software and hardware capabilities to remain competitive [3][50]. Section 4: Robotaxi Business Model - The Robotaxi model has been validated through successful regional operations by leading L4 manufacturers, indicating a growing consumer demand for such services [4][50]. - The success of Tesla's Robotaxi is seen as a potential catalyst for the industry, with significant implications for the advancement of high-level autonomous driving technologies [4][50].

Investment Rating - The investment rating for the automotive industry is "Positive" (maintained) [1] Core Insights - The demand for distributed power sources in North America is increasing due to the mismatch between the expansion of traditional power grids and the rapid construction of data centers, creating opportunities for on-site power generation and backup power equipment [5][16] - The automotive sector is experiencing a shift towards high-end luxury passenger vehicles, with expectations of increased performance as product matrices expand [8] - The automotive parts industry is expected to see an upward trend in profitability due to reduced competition and expansion in downstream markets [8] Summary by Sections 1. Data Center Distributed Power Demand - The power supply gap in North America is widening, leading to increased demand for distributed power sources [16] - Major tech companies are significantly increasing their capital expenditures for data centers, with a total expected expenditure of approximately $650 billion in 2026 [16][17] - The total installed capacity of data centers in the U.S. is projected to grow from about 17 GW in 2025 to approximately 50 GW by 2030 [16] 2. Industry News Highlights - Xiaopeng Motors announced that Volkswagen will be the first customer for its second-generation VLA model [34] - Huawei's autonomous driving system recorded over 470 million kilometers during the Spring Festival, equivalent to 190,000 round trips between Beijing and Shanghai [35] - NIO's chip subsidiary completed its first round of financing, raising over 2.2 billion RMB [37] 3. Market Performance - The automotive sector's performance this week saw the Shanghai Composite Index increase by 1.08%, while the automotive sector rose by 0.59%, ranking 23rd among A-share industries [7][43] - The passenger vehicle sector's PE valuation decreased, while commercial vehicles and automotive parts sectors saw an increase in PE valuations [43][46] 4. Investment Recommendations - For passenger vehicles, the recommendation includes Jianghuai Automobile and Seres, with Geely Automobile as a beneficiary [8] - In the automotive parts sector, recommended companies include Desay SV, Zhejiang Xiantong, and Meili Technology, with beneficiaries such as Weichai Power and Wufeng High-Tech [8]