Core Viewpoint - The legal opinion issued by Zhejiang Liuhe Law Firm confirms that the procedures for convening and holding the third extraordinary general meeting of shareholders of Hangzhou Yongchuang Intelligent Equipment Co., Ltd. are in compliance with relevant laws and regulations [2][10]. Group 1: Meeting Procedures - The board of directors announced the meeting on August 16, 2025, through various media, ensuring compliance with the notice requirements [2]. - The meeting was held on September 1, 2025, combining on-site and online voting methods, with the on-site meeting taking place at the company's headquarters [3]. - The meeting was presided over by Chairman Luo Bangyi, and the voting was conducted in accordance with legal and regulatory standards [3][5]. Group 2: Attendance and Voting - A total of 3 shareholders or their representatives attended the meeting in person, holding 216,330,000 shares, which is 44.3596% of the total share capital [4]. - Additionally, 235 shareholders participated via the online voting system, representing 6,897,729 shares [4]. - The board of directors served as the meeting's convener, meeting the qualifications set forth in the relevant laws and regulations [4][5]. Group 3: Voting Results - The voting results showed that 222,608,129 shares (99.7224%) were in favor of the proposals, while 597,300 shares (0.2675%) were against, and 22,300 shares (0.0101%) were abstained [5][6]. - For small investors, 6,328,129 shares (91.0819%) voted in favor, with 597,300 shares (8.5970%) against [6]. - The resolutions passed met the requirement of two-thirds majority for special resolutions, confirming their validity [6][10].

Meeting Overview - The shareholders' meeting of Hangzhou Yongchuang Intelligent Equipment Co., Ltd. was held on January 9, 2025, at the company meeting room located at No. 1, Xiyuan 9th Road, Xihu District, Hangzhou [1] - A total of 45.7739% of the shares were represented at the meeting [1] Voting Results - All resolutions presented at the meeting were approved with significant majority votes, including: - 99.7224% approval for the first resolution with 222,608,129 votes in favor [1] - 99.7304% approval for the second resolution with 222,626,029 votes in favor [1] - 99.7716% approval for the third resolution with 222,718,029 votes in favor [1] - 99.7722% approval for the fourth resolution with 222,719,429 votes in favor [1] - 99.7697% approval for the fifth resolution with 222,713,829 votes in favor [1] Legal Compliance - The meeting was convened and conducted in accordance with the Company Law and the company's articles of association, ensuring the legality and validity of the proceedings and resolutions [3] - The presence of legal representatives confirmed that the meeting adhered to all relevant laws and regulations [3]

Core Points - The company, Hangzhou Yongchuang Intelligent Equipment Co., Ltd., is issuing convertible bonds with a total duration of 6 years from August 4, 2022, to August 3, 2028 [2][3] - The coupon rates for the bonds are structured to increase over the years, starting from 0.30% in the first year to 2.50% in the sixth year [3][5] - The initial conversion price for the bonds is set at 14.07 CNY per share, with the current conversion price adjusted to 9.69 CNY per share [5][6] Bond Details - The bonds are named "Yong 02 Convertible Bonds" and are managed by Guotai Junan Securities [4][6] - The bonds will pay interest annually, with the first interest payment occurring one year after the issuance date [5][6] - The bondholders will not receive interest for the current and future interest periods if they convert their bonds into shares before the interest payment date [5][6] Accounting Firm Change - The company has changed its accounting firm to Zhonghui Certified Public Accountants, effective from September 1, 2025, after a thorough review process [6][11] - Zhonghui CPA has a strong track record, with 694 registered accountants and a significant revenue from audit services [7][9] - The decision to change the accounting firm was made to enhance the independence and objectivity of the audit process [9][11] Cancellation of Supervisory Board - The company has decided to abolish its supervisory board, transferring its responsibilities to the audit committee of the board of directors [11][12] - This change aligns with the latest legal requirements and aims to improve corporate governance [11][12] - The cancellation of the supervisory board is not expected to adversely affect the company's daily operations or debt repayment capabilities [11][12]

浙江六和律师事务所 关于杭州永创智能设备股份有限公司 2025年第三次临时股东大会的 法律意见书 浙六和法意（2025）第1593号 致：杭州永创智能设备股份有限公司 根据《中华人民共和国公司法》（下称《公司法》）、《中华人民共和国 证券法》（下称《证券法》）、《上市公司股东会规则》（下称《规则》）等 法律、法规、规范性文件以及《杭州永创智能设备股份有限公司章程》（下称 《公司章程》）的规定，浙江六和律师事务所（下称"本所"）接受杭州永创智 能设备股份有限公司（下称"公司"）的委托，指派孙芸律师、吕荣律师（下称 "本所律师"）出席公司2025年第三次临时股东大会（下称"本次股东大会"）， 对本次股东大会的召集、召开程序、出席会议人员资格、召集人资格、会议的 表决程序、表决结果的有效性等事宜出具本法律意见书。 为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了 审查，查阅了本所律师认为出具本法律意见书所必须的文件、资料，并对有关 事实进行了必要的核查和验证。 本所律师同意将本法律意见书随公司本次股东大会决议一并公告，并依法 对本法律意见书承担相应的责任。 本所律师按照律师行业公认的业务标准、道德规 ...

杭州永创智能设备股份有限公司 2025年第三次临时股东大会决议公告 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： 证券代码：603901 证券简称：永创智能 公告编号：2025-083 转债代码：113654 转债简称：永 02 转债 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 9 月 1 日 (二)股东大会召开的地点：杭州市西湖区西园九路 1 号公司会议室 (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： | 1、出席会议的股东和代理人人数 | 238 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 223,227,729 | | 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 | | | 份总数的比例（%） | 45.7739 | (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。 本次股东大会由公司董事会召集，董事长罗邦毅主持，采用现场投票和网络 投票相集合的方式表决。 ...

股票简称：永创智能 股票代码：603901 转债简称：永 02 转债 股票代码：113654 （2025 年度） 受托管理人 （住所：中国（上海）自由贸易试验区商城路 618 号） 杭州永创智能设备股份有限公司 公开发行可转换公司债券 第三次临时受托管理事务报告 二〇二五年九月 重要声明 本报告依据《可转换公司债券管理办法》（以下简称"《管理办法》"）《杭 州永创智能设备股份有限公司与海通证券股份有限公司之杭州永创智能设备股 份有限公司可转换公司债券受托管理协议》（以下简称"《受托管理协议》"） 《杭州永创智能设备股份有限公司公开发行可转换公司债券募集说明书》（以下 简称"《募集说明书》"）等相关公开信息披露文件等，由本次可转债受托管理 人国泰海通证券股份有限公司（以下简称"国泰海通"）编制。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断，而不应将本报告中的任何内容据以作为国泰海通所作的承诺 或声明。在任何情况下，未经国泰海通书面许可，不得将本报告用作其他任何用 途。 113654。 2 国泰海通作为杭州永创智能设备股份有限公司（以下简称"永创智能"、"公 司"或"发行 ...

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [2] Core Views - The company has shown a recovery in performance, with a significant increase in revenue and net profit in the second quarter, driven by stable growth in sales of beverage, beer, and food packaging production lines [7] - Continuous investment in the research and development of dairy and beverage aseptic filling lines, as well as humanoid robots, is expected to yield breakthroughs in the future [7] - The forecast for revenue and net profit from 2025 to 2027 indicates a positive growth trajectory, with expected revenues of 40.34 billion, 44.76 billion, and 49.79 billion respectively, and net profits of 1.77 billion, 2.37 billion, and 3.08 billion [7] Financial Performance Summary - The company reported a revenue of 1.902 billion yuan for the first half of 2025, a year-on-year increase of 12.85%, and a net profit of 0.81 billion yuan, up 19.19% year-on-year [7] - The revenue growth rate is projected to be 14.4% in 2023, 13.4% in 2024, and gradually declining to 11.2% by 2027 [6] - The net profit is expected to experience a significant rebound, with a growth rate of 1033.6% in 2025, followed by 34.3% in 2026 and 29.7% in 2027 [6] Earnings Forecast - The earnings per share (EPS) is projected to increase from 0.15 yuan in 2023 to 0.63 yuan in 2027 [6] - The price-to-earnings (PE) ratio is expected to decrease from 79.3 in 2023 to 17.1 by 2027, indicating improved valuation over time [6] - The return on equity (ROE) is forecasted to rise from 2.8% in 2023 to 10.9% in 2027, reflecting enhanced profitability [6]

Core Viewpoint - The company reported a significant increase in revenue and net profit for the first half of 2025, driven by growth in the food and beverage sector and increased sales of packaging equipment [1] Financial Performance - For the first half of 2025, the company achieved revenue of 1.902 billion yuan, a year-on-year increase of 12.85%, and a net profit attributable to shareholders of 81 million yuan, up 19.19% year-on-year [1] - In Q2 2025, the company recorded revenue of 1.011 billion yuan, representing an 18.49% year-on-year increase and a 13.58% quarter-on-quarter increase; net profit for the same period was 41 million yuan, up 36.47% year-on-year and 0.29% quarter-on-quarter [1] Market Trends - The increase in fixed asset investment in the downstream food and beverage industry has contributed to the company's performance recovery [1] - Sales of beverage, beer, and food packaging production lines, as well as standard single machines, have shown stable growth in the first half of the year [1] R&D Investments - The company plans to continue investing in R&D for the dairy and beverage sectors, focusing on new flexible sterile and ultra-clean intelligent packaging production lines, as well as high-speed sterile packaging lines [1] - In the humanoid robot sector, the company is accelerating the development of complete humanoid robots, core components, and their application technologies in packaging, with several products and core components already designed [1] Future Projections - The company is expected to achieve revenues of 4.034 billion yuan, 4.476 billion yuan, and 4.979 billion yuan from 2025 to 2027, with net profits of 177 million yuan, 237 million yuan, and 308 million yuan respectively [2] - Corresponding price-to-earnings ratios are projected to be 29.8, 22.2, and 17.1 times for the years 2025, 2026, and 2027 [2]

Core Viewpoint - Yongchuang Intelligent (603901) reported a strong performance in its 2025 mid-year report, with significant increases in revenue and net profit, although some financial metrics showed mixed results [1][2]. Financial Performance - Total revenue for the first half of 2025 reached 1.902 billion yuan, a year-on-year increase of 12.85% [1] - Net profit attributable to shareholders was 81.48 million yuan, up 19.19% year-on-year [1] - In Q2 2025, total revenue was 1.011 billion yuan, reflecting an 18.49% increase compared to the same quarter last year [1] - Q2 net profit attributable to shareholders was 40.80 million yuan, a 36.47% increase year-on-year [1] - Gross margin decreased to 26.93%, down 5.45% year-on-year, while net margin improved to 4.30%, up 7.10% [1] - Total operating expenses were 262 million yuan, accounting for 13.76% of revenue, a decrease of 5.64% year-on-year [1] Cash Flow and Debt Situation - Cash flow per share was 0.27 yuan, a significant increase of 266.13% year-on-year [1] - The company’s cash and cash equivalents increased to 674 million yuan, a rise of 38.74% [1] - The company’s interest-bearing debt rose to 1.859 billion yuan, an increase of 62.62% [1] - The ratio of cash to total assets was 8.41%, and cash to current liabilities was 19.89% [2] Accounts Receivable and Inventory - Accounts receivable amounted to 631 million yuan, down 12.96% year-on-year, but the accounts receivable to profit ratio was extremely high at 4051.57% [1][2] - Inventory levels were noted to be 106.36% of revenue, indicating potential concerns regarding inventory management [2] Market Expectations - Analysts expect the company to achieve a net profit of 162 million yuan for the full year 2025, with an average earnings per share of 0.34 yuan [3] Fund Holdings - The largest fund holding Yongchuang Intelligent is the Jiashi Ruicheng Two-Year Holding Mixed A Fund, which has recently entered the top ten holdings with 2.3997 million shares [4] - The fund has shown a significant increase of 45.06% over the past year [4]

Core Viewpoint - The company is issuing A-shares to specific investors through a simplified procedure, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [1][6][10]. Financial Impact Analysis - The total share capital before the issuance is 48,771.84 million shares, which will increase to 52,180.93 million shares post-issuance, with an issuance of 3,409.09 million shares [4]. - Three scenarios for net profit are considered: 1. Maintaining 2024 levels at 1,558.00 million yuan 2. Increasing by 20% to 1,869.60 million yuan 3. Decreasing by 20% to 1,246.40 million yuan [5][6]. - Basic earnings per share (EPS) under these scenarios are projected to be: - Scenario 1: 0.0317 yuan - Scenario 2: 0.0382 yuan - Scenario 3: 0.0252 yuan [5]. Necessity and Rationality of the Issuance - The issuance aligns with industry trends and the company's future development plans, aiming to optimize capital structure and enhance financial strength [6][10]. - The funds raised will support the company's existing business in packaging equipment, ensuring consistency with current operations and market strategies [7][9]. Project Implementation and Market Position - The company has a strong foundation in personnel, technology, and market resources, which will facilitate the successful implementation of the fundraising projects [8]. - The planned investment will focus on food packaging equipment, which is in high demand due to increasing safety and automation requirements in the food industry [9]. Measures to Mitigate Dilution of Immediate Returns - The company will enhance its core business and profitability to reduce the risk of diluted immediate returns [10]. - It will actively manage the investment projects to ensure they meet expected returns and comply with regulatory requirements for fund management [10][12]. Commitments from Management - The company's board and senior management have made commitments to ensure the effectiveness of the measures to compensate for the dilution of immediate returns [13][15]. - These commitments include not misusing company assets and ensuring that their compensation is linked to the execution of the return measures [14][16].