中信证券股份有限公司 关于 宁波德昌电机股份有限公司 2025年度向特定对象发行A股股票 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二〇二五年七月 之 发行保荐书 声 明 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）接受宁波德 昌电机股份有限公司（以下简称"德昌股份""发行人"或"公司"）的委托， 担任宁波德昌电机股份有限公司 2025 年度向特定对象发行股票的保荐人，为本 次发行出具发行保荐书。 保荐人及指定的保荐代表人根据《中华人民共和国公司法》（以下简称"《公 司法》"）《中华人民共和国证券法》（以下简称"《证券法》"）《上市公司 证券发行注册管理办法》（以下简称"《管理办法》"）等有关法律、法规和中 国证券监督管理委员会、上海证券交易所的有关规定，诚实守信，勤勉尽责，严 格按照依法制订的业务规则、行业执业规范和道德准则出具发行保荐书，并保证 所出具文件的真实性、准确性和完整性。 本次发行保荐代表人主要执业情况如下： 方灏，现任本保荐人投资银行管理委员会副总裁，保荐代表人。具有 8 年投 资银行工作经验，曾先后负责或参与柯力传感 IPO、卫星石化非公开发 ...

北京市中伦律师事务所 关于宁波德昌电机股份有限公司 2025 年度向特定对象发行 A 股股票的 法律意见书 二〇二五年七月 北京 • 上海 • 深圳 • 广州 • 成都 • 武汉 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 香港 • 东京 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Chengdu • Wuhan • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Hong Kong • Tokyo • London • New York • Los Angeles • San Francisco • Almaty | 释 | 义 | 6 | | --- | --- | --- | | 正 | 文 | 7 | | 一、 | | 本次发行的批准和授权 7 | | 二、 | | 本次发行的主体资格 7 | | 三、 | | 本次发行的实质条件 7 | | 四、 | | 发行人的独立性 10 | | 五、 | | 发行人的股东及实际控制人 10 | ...

证券之星消息，8月8日小家电板块较上一交易日下跌0.0%，ST德豪领跌。当日上证指数报收于3635.13， 下跌0.12%。深证成指报收于11128.67，下跌0.26%。小家电板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 301187 | 欧圣电气 | 31.64 | 2.79% | 7.80万 | 2.45亿 | | 002705 | 新宝股份 | 15.53 | 2.17% | 15.91万 | 2.47亿 | | 003023 | 彩虹集团 | 25.02 | 1.75% | 12.27万 | 3.03亿 | | 870199 | 倍益康 | 42.58 | 1.38% | 11.34万 | 5.25亿 | | 002242 | 九阳股份 | 10.15 | 0.59% | 3.84万 | 3875.85万 | | 300272 | 开能健康 | 7.15 | 0.56% | 16.23万 | 1.16亿 | | 001259 | 利仁科技 | 27.50 | 0 ...

Summary of Key Points from the Conference Call Industry Overview - The home appliance industry is experiencing significant growth potential in emerging markets, which account for 67% of the global population but only 32% of home appliance retail sales, indicating a substantial opportunity for growth [1][2][4] Core Insights and Arguments - **Emerging Market Growth**: Emerging markets are expected to be a key growth driver for the home appliance industry, with a notable increase in demand for air conditioners, refrigerators, and washing machines due to low penetration rates compared to developed countries [1][2][5] - **Air Conditioner Market**: The air conditioner market is growing rapidly, closely linked to GDP per capita. Countries with GDP per capita reaching $3,000 or $6,000 show significant increases in penetration rates [1][7] - **Export Recovery**: China's home appliance exports are gradually recovering from tariff impacts, with a notable increase in exports to Southeast Asia, Latin America, and the U.S. [1][8] - **Domestic Market Growth**: The domestic market is experiencing steady growth driven by the "trade-in for new" policy, with air conditioner shipments increasing by 8% and washing machines showing double-digit growth in the first five months of 2025 [1][9] Competitive Landscape - **Market Dynamics**: The competitive landscape is stabilizing, with Xiaomi's market share leveling off and major players like Midea and Gree adjusting their product structures [3][12] - **Small Appliances Growth**: The small appliance market, particularly for robotic vacuum cleaners and floor washers, continues to show high growth, with companies like Ecovacs reporting revenue and profit growth exceeding expectations [3][13] Investment Recommendations - **Focus on Dividend Stocks**: Investment strategies should focus on companies with strong dividend yields such as Gree, Midea, Haier, and Hisense, which have dividend rates exceeding 4% [3][15] - **Export Opportunities**: Companies in the export sector, particularly in small appliances and black electronics, are recommended for investment due to their growth potential in emerging markets and the U.S. [3][16][19] Additional Important Insights - **Impact of National Subsidies**: The national subsidy policy has led to structural growth in the domestic market, with significant price increases observed [1][9][14] - **Long-term Potential of Robotic Vacuums**: The robotic vacuum segment is viewed as a long-term growth area due to its strong growth potential and limited impact from domestic subsidy policies [3][17] - **Advantages of OEMs**: OEMs like New Bao and Dechang are positioned well in the global market due to scarce overseas production capacity, which enhances their competitiveness in exports to the U.S. [3][19]

证券之星消息，8月6日小家电板块较上一交易日上涨0.66%，ST德豪领涨。当日上证指数报收于 3633.99，上涨0.45%。深证成指报收于11177.78，上涨0.64%。小家电板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 002005 | ST德豪 | 2.71 | 5.04% | 26.96万 | 7172.57万 | | 605555 | 德昌股份 | 17.50 | 3.86% | 14.13万 | 2.45亿 | | 002403 | 爰仕达 | 16.23 | 3.77% | 64.21万 | 10.52亿 | | 603868 | 飞科电器 | 39.13 | 2.97% | 2.21万 | 8524.52万 | | 301187 | 欧圣电气 | 31.72 | 2.55% | 7.71万 | 2.43亿 | | 300272 | 开能健康 | 7.32 | 1.95% | 28.60万 | 2.08亿 | | 688793 | 倍轻松 | 34.34 ...

Market Overview - On August 1, the small home appliance sector experienced a slight decline of 0.03% compared to the previous trading day, with BeiYikang leading the drop [1] - The Shanghai Composite Index closed at 3559.95, down 0.37%, while the Shenzhen Component Index closed at 10991.32, down 0.17% [1] Stock Performance - The following stocks in the small home appliance sector showed notable performance: - Liren Technology (001259) closed at 26.78, up 2.41% with a trading volume of 13,100 and a turnover of 34.74 million [1] - Delmar (301332) closed at 11.02, up 2.23% with a trading volume of 70,300 and a turnover of 77.14 million [1] - Other stocks like BeiQingSong (688793) and KaiNeng Health (300272) also saw increases of 2.02% and 2.01% respectively [1] Capital Flow - The small home appliance sector saw a net outflow of 71.78 million from institutional investors, while retail investors contributed a net inflow of 70.39 million [2] - Specific stocks experienced varied capital flows: - KaiNeng Health (300272) had a net inflow of 14.57 million from institutional investors, but a net outflow of 11.92 million from speculative funds [2] - Feike Electric (603868) saw a net inflow of 8.88 million from institutional investors, but also faced a net outflow from retail investors [2]

德昌股份最新一期业绩显示，截至2025一季报，公司营业总收入10.00亿元、同比增长21.33%，归属净 利润8104.88万元，同比减少4.97%，扣非净利润7185.81万元，同比减少11.62%，流动比率1.622、速动 比率1.310、资产负债率41.44%。 金融界消息 截至2025年7月31日收盘，德昌股份（605555）报收于16.28元，下跌1.33%，换手率 1.42%，成交量6.88万手，成交金额1.13亿元。 资金流向方面，今日主力资金净流出1159.99万元，占比成交额10.28%。其中，超大单净流出1098.77万 元、占成交额9.73%，大单净流出61.22万元、占成交额0.54%，中单净流出流入504.23万元、占成交额 4.47%，小单净流入655.76万元、占成交额5.81%。 通过天眼查大数据分析，宁波德昌电机股份有限公司共对外投资了7家企业，参与招投标项目24次，知 识产权方面有商标信息251条，专利信息350条，此外企业还拥有行政许可28个。 来源：金融界 天眼查商业履历信息显示，宁波德昌电机股份有限公司，成立于2002年，位于宁波市，是一家以从事计 算机、通信和其他电 ...

Summary of 德昌股份 Conference Call Company Overview - 德昌股份 specializes in small home appliance OEM and automotive motor businesses, with over 85% of its revenue coming from small appliance OEMs, serving clients like TTI, Shakunija, and HOT [4][5] Industry Insights - The small home appliance OEM business is projected to grow at a compound annual growth rate (CAGR) of 40% from 2020 to 2024, reaching approximately 1.386 billion yuan, driven by new client orders from HOT and Shakunija [2][6] - The automotive motor business, focusing on EPS (Electric Power Steering) motors, is expected to expand from 200 million yuan in 2023 to 400 million yuan, with a projected CAGR of over 50% for the next three years [2][13] Key Points Small Appliance OEM Business - The growth strategy involves expanding both client base and product categories, transitioning from component manufacturing to full machine OEM since partnering with TTI in 2007 [5] - Revenue from small appliances surged from 375 million yuan in 2020 to 1.386 billion yuan in 2024, reflecting a strong demand from new clients [6] - HOT's supply scale is expected to reach approximately 700 million yuan in 2024, with a year-on-year growth rate of 40%, and is projected to maintain double-digit growth in 2025 [9][10] - Shakunija has emerged as the fastest-growing client, significantly contributing to revenue growth [11] Automotive Motor Business - The EPS penetration rate reached 93% in 2021 and continues to rise, with domestic brands gaining market share due to technological advancements and cost advantages [13] - The automotive motor business is expected to see a significant increase in profitability, with gross margins projected to rise from single digits in 2022 to over 20% by 2024 [13][14] Financial Performance - The company experienced a slight decline in profit margins in the first half of 2025 due to capacity transfer and tariff impacts, but margins are expected to improve in the second half as production ramps up [3][15] - The overall revenue growth for the next three years is anticipated to exceed 20%, with a current valuation of around 16 times earnings, indicating potential for recovery [15] Additional Insights - The company has proactively shifted production capacity overseas to mitigate tariff impacts, with approximately 30% of production now in Vietnam and a new factory in Thailand expected to produce 5 million units annually [2][7] - The collaboration with TTI remains strong, with expectations for stable orders and potential for increased order concentration in the future [8] - The automotive motor segment is positioned for significant growth, with a focus on high-performance steering systems and a shift towards domestic production to replace Japanese brands [13] This summary encapsulates the key insights and projections regarding 德昌股份's business operations, market positioning, and financial outlook, highlighting the company's strategic initiatives and growth potential in both the small appliance and automotive sectors.

Investment Rating - The report maintains a positive outlook on the home appliance sector, particularly highlighting the white goods segment as undervalued with high dividend yields and stable growth potential [5]. Core Insights - The report emphasizes the impact of government subsidies, with the third batch of 690 billion yuan allocated to support the consumption of old appliances, which is expected to stimulate demand in the home appliance market [4][11]. - The introduction of DJI's first robotic vacuum cleaner, ROMO, marks a significant entry into the market, indicating competitive dynamics in the home appliance sector [12]. - The report notes a general increase in sales volume across various appliance categories, with a particular focus on air conditioners and kitchen appliances, despite a decline in average selling prices [2][3][30][34][36]. Summary by Sections Air Conditioning Data - Online sales of air conditioners reached 9.18 million units in June 2025, a year-on-year increase of 27.9%, while offline sales were 1.032 million units, up 40.4% [2][30]. - The average online price decreased by 5.6% to 2,429 yuan per unit, and the offline average price fell by 2.5% to 4,031 yuan per unit [2][30]. Kitchen Appliance Data - Sales of range hoods increased, with online sales at 565,000 units (up 13.7%) and offline sales at 180,000 units (up 32.8%) in June 2025 [3][34]. - The average online price for range hoods decreased by 2.0% to 1,662 yuan, while the offline price increased by 4.8% to 4,674 yuan [3][34]. - Dishwasher sales also saw growth, with online sales at 192,000 units (up 8.9%) and offline sales at 49,000 units (up 24.3%) [3][36]. Industry Dynamics - The home appliance sector underperformed compared to the CSI 300 index, with the sector index remaining flat while the CSI 300 rose by 1.7% [4][6]. - Key companies such as Marsman and Lek Electric showed significant gains, while others like Huaxiang and Supor faced declines [4][8]. Investment Highlights - The report identifies three main investment themes: 1. White goods benefiting from favorable real estate policies and government incentives [5]. 2. Export-oriented companies like Ousheng Electric and Dechang Co. that are seeing stable income growth [5]. 3. Core component manufacturers like Huaxiang and Sanhua Intelligent Control, which are expected to benefit from increased demand in the white goods sector [5].

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the extraordinary general meeting of Ningbo Dechang Motor Co., Ltd. are in compliance with relevant laws, regulations, and the company's articles of association [1][9]. Group 1: Meeting Procedures - The notice for the extraordinary general meeting is published on the Giant Tide Information Network, specifying the meeting time, location, agenda, and other details [2]. - The meeting is scheduled to be held on July 23, 2025, at the company's conference room, and the actual meeting time and location align with the notice [2]. - Voting will occur through the Shanghai Stock Exchange trading system and the internet voting system during specified times on the meeting day [2]. Group 2: Attendance and Voting - A total of 6 shareholders attended the meeting in person, representing 278,637,492 shares, which is 57.5615% of the total voting shares [4]. - Additionally, 317 shareholders participated via online voting, representing 58,583,087 shares, contributing to a total of 337,220,579 shares, or 69.6637% of the total voting shares [4][5]. - Among the participating small shareholders, 316 attended, representing 29,559,479 shares, which is 6.1065% of the total voting shares [5]. Group 3: Voting Results - The voting results indicate that the proposals were approved with 319,417,345 shares in favor, accounting for the majority of the votes cast [6]. - Small shareholders voted with 11,756,245 shares in favor, representing 39.7714% of their total voting shares, while 17,722,714 shares were against, which is 59.9561% [6][7]. - All proposed resolutions received majority approval, confirming the legitimacy of the voting process [8]. Group 4: Conclusion - The legal opinion concludes that all aspects of the extraordinary general meeting, including the convening, attendance, and voting procedures, are valid and comply with legal requirements [9].