中信证券股份有限公司关于 苏州绿的谐波传动科技股份有限公司 2023 年度募集资金存放和使用情况的核查意见（修订版） 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为苏州绿的 谐波传动科技股份有限公司（以下简称"绿的谐波"或"公司"）首次公开发行股 票并在科创板上市承接持续督导的保荐人，根据《证券发行上市保荐业务管理办 法》《科创板上市公司持续监管办法（试行）》《上海证券交易所科创板股票上 市规则》《上海证券交易所科创板上市公司自律监管指引第1号——规范运作》 以及《上市公司监管指引第2号——上市公司募集资金管理和使用的监管要求》 等有关规定，对绿的谐波2023年度募集资金存放和使用情况进行了核查，具体情 况如下： 一、募集资金概况 （一）实际募集资金额及到账情况 经中国证券监督管理委员会证监许可[2020]1650 号《关于同意苏州绿的谐波 传动科技股份有限公司首次公开发行股票注册的批复》文件核准，公司由主承销 商国泰君安证券股份有限公司采用向战略投资者定向配售、网下向符合条件的投 资者询价配售和网上向持有上海市场非限售 A 股股份和非限售存托凭证市值的 社会公众投资者定价发行相结合的方式发行人 ...

苏州绿的谐波传动科技股份有限公司 募集资金年度存放与使用情况鉴证报告 天衡专字（2024）00925 号 天衡会计师事务所(特殊普通合伙) 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://ac.onef.gov.cn）"进行在" "社" 苏州绿的谐波传动科技股份有限公司 募集资金年度存放与使用情况鉴证报告 天衡专字(2024) 00925 号 苏州绿的谐波传动科技股份有限公司全体股东: 我们接受委托,对后附的苏州绿的谐波传动科技股份有限公司(以下简称"绿的谐波") 2023 年度募集资金存放与使用情况专项报告(以下简称"募集资金专项报告")进行了鉴证。 一、对报告使用者和使用目的的限定 本鉴证报告仅供绿的谐波年度报告披露时使用,不得用作任何其他目的。我们同意将本 鉴证报告作为绿的谐波年度报告的必备文件,随同其他文件一起报送并对外披露。 二、董事会的责任 三、注册会计师的责任 我们的责任是在实施鉴证工作的基础上对绿的谐波董事会编制的募集资金专项报告独 立地提出鉴证结论。 四、工作概述 我们按照《中国注册会计师其他鉴证业务准则第 3101 号-历史财务信息审计或审阅以 外的鉴证业务》的规定 ...

Investment Rating - The investment rating for the company is "Accumulate - A" with a target price of 136 CNY for the next six months [3]. Core Views - Short-term demand is under pressure, but long-term trends remain unchanged. The company reported a revenue of 356.2 million CNY in 2023, a decrease of 20.1% year-on-year, and a net profit of 84.2 million CNY, down 45.8% year-on-year [1][7]. - The demand for industrial robots is under pressure, and competition in the harmonic products is intensifying, affecting profitability. The company sold 211,500 harmonic reducers in 2023, a decline of 17.84% year-on-year [2][7]. - The company is actively expanding its integrated product layout and exploring new application scenarios, achieving a revenue of 34 million CNY from integrated products in 2023, an increase of 30.78% year-on-year [2]. Summary by Sections Financial Performance - In 2023, the company achieved a revenue of 356.2 million CNY, with a net profit of 84.2 million CNY. The gross margin was 41.14%, down 7.55 percentage points year-on-year [2][8]. - The operating cash flow for 2023 was 149.3 million CNY, a significant increase of 470.83% year-on-year, primarily due to reduced cash payments for goods and services [2][8]. Market Outlook - The industrial robot production in China was 429,500 units in 2023, a decrease of 2.2% year-on-year, but is expected to see a weak recovery in 2024, which may boost the demand for harmonic reducers [2][7]. - The company plans to complete the construction and debugging of its intelligent production lines in 2024, aiming for an annual production capacity of 500,000 precision reducers [6]. Valuation Metrics - The projected net profits for 2024, 2025, and 2026 are estimated at 101 million CNY, 158 million CNY, and 208 million CNY, respectively, with corresponding PE ratios of 199, 127, and 96 times [7][8].

证券代码：688017 证券简称：绿的谐波 公告编号：2024-012 一、募集资金概况 （一）募集资金基本情况 根据中国证券监督管理委员会核发的《关于同意苏州绿的谐波传动科技股份 有限公司首次公开发行股票注册的批复》（证监许可[2020]1650 号），公司首次 向社会公开发行人民币普通股（A 股）3,010.42 万股，发行价格为 35.06 元/股， 募集资金总额 1,055,453,252.00 元，扣除与发行有关的费用（不含税）人民币 苏州绿的谐波传动科技股份有限公司 关于补充确认使用部分暂时闲置募集资金进行现金管理 的公告（修订版） 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。 苏州绿的谐波传动科技股份有限公司（以下简称"公司"）于 2024 年 4 月 30 日披露了《苏州绿的谐波传动科技股份有限公司关于补充确认使用部分暂时 闲置募集资金进行现金管理的公告》（公告编号 2024-010）。为进一步加强信息 披露质量，提升投资者对公司价值判断，现对相关公告进行修订。 苏州绿的谐波传动科技股份有限公司（以下简 ...

一、募集资金基本情况 （一）实际募集资金额及到账情况 经中国证监会证监许可[2020]1650 号《关于同意苏州绿的谐波传动科技股 份有限公司首次公开发行股票注册的批复》文件核准，公司由主承销商国泰君安 证券股份公司采用向战略投资者定向配售、网下向符合条件的投资者询价配售和 网上向持有上海市场非限售 A 股股份和非限售存托凭证市值的社会公众投资者 定价发行相结合的方式发行人民币普通股（A 股）3,010.42 万股，每股发行价格 35.06 元，募集资金总额 1,055,453,252.00 元，扣除发行费用不含税） 93,155,485.43 元，实际募集资金净额 962,297,766.57 元。公司首次公开发行 1 证券代码：688017 证券简称：绿的谐波 公告编号：2024-011 苏州绿的谐波传动科技股份有限公司 关于2023年度募集资金存放与使用情况的专项报告 （修订版） 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、准确性和完整性依法承担法律责任。 苏州绿的谐波传动科技股份有限公司（以下简称"公司"）于 2024 年 4 月 30 日披露 ...

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - The company's performance is under short-term pressure due to a slowdown in downstream demand in the industrial robot sector, but the mechatronics business has a promising outlook [3] - The company is expected to benefit from the growth in humanoid robots and is increasing market efforts for its mechatronics products [3] Financial Performance Summary - In 2023, the company achieved total revenue of 356.17 million yuan, a year-on-year decrease of 20.1%, and a net profit attributable to shareholders of 84.16 million yuan, down 45.8% [3] - The revenue from harmonic reducers and metal parts was 317 million yuan, down 23.8%, while the mechatronics product revenue increased by 30.8% to 33.55 million yuan [3] - The gross profit margin for 2023 was 41.1%, a decrease of 7.6 percentage points year-on-year, primarily due to intensified competition and reduced demand [3] - The company forecasts total revenue of 495 million yuan for 2024, with a projected net profit of 110.46 million yuan, reflecting a recovery in demand [2][3] Earnings Forecast and Valuation - The report adjusts the net profit forecasts for 2024 and 2025 to 110.46 million yuan and 152.73 million yuan, respectively, with a 2026 forecast of 211.77 million yuan [3] - The current stock price corresponds to dynamic P/E ratios of 182, 131, and 95 for 2024, 2025, and 2026, respectively [3]

2024年5月3日 公司研究 短期业绩承压，坚定看好人形机器人成长空间 ——绿的谐波（688017.SH）2023 年年报、2024 年一季报点评 要点 增持（维持） 当 前价：118.89元 公司2023年实现营业收入3.6亿元，同比减少20.1%；实现归母净利润0.8亿 元，同比下降45.8%；经营性现金净流入1.5亿元，同比增长470.8%；综合毛 利率为41.1%，同比下降7.6个百分点；净利率为23.6%，同比下降11.3个百 作者 分点。 分析师：黄帅斌 执业证书编号：S0930520080005 公司24Q1实现营业收入0.8亿元，同比下降7.5%；实现归母净利润0.2亿元， 0755-23915357 同比下降18.4%；经营性现金净流入723.1万元，同比下降33.7%；综合毛利 huangshuaibin@ebscn.com 率42.6%，同比下降1.8个百分点；净利率为25.3%，同比下降2.4个百分点。 分析师：陈佳宁 坚定看好工业自动化及机器人行业，持续加大研发投入 执业证书编号：S0930512120001 021-52523851 2023年我国3C电子产品、半导体等行业固定资产 ...

Investment Rating - The report maintains a "Recommendation" rating for the company, indicating an expectation to outperform the benchmark index by 10%-20% over the next six months [1][16]. Core Views - The company's performance is under short-term pressure, primarily due to weak demand in the downstream industrial robot sector. However, there are signs of recovery in gross margin for Q1 2024 [2][3]. - The company achieved a revenue of 356 million yuan in 2023, a decrease of 20.10% year-on-year, and a net profit of 84 million yuan, down 45.81% year-on-year. For Q1 2024, revenue was 82 million yuan, down 7.45% year-on-year, with a net profit of 20 million yuan, down 18.39% year-on-year [2][3]. - The company's gross margin for Q4 2023 was 39.65%, while it improved to 42.55% in Q1 2024, indicating a positive trend in profitability [2][3]. - The company holds a 25.7% market share in the domestic harmonic reducer market, but faces increasing competition from domestic manufacturers in the low-end market [2][3]. - The company is progressing steadily in capacity expansion, having completed construction for an annual production capacity of 500,000 precision reducers, with plans to complete smart production line adjustments in 2024 [2][3]. Financial Summary - In 2023, the company reported total revenue of 356 million yuan, with a year-on-year growth rate of -20.1%. The projected revenues for 2024, 2025, and 2026 are 440 million yuan, 554 million yuan, and 737 million yuan, respectively, with expected growth rates of 23.6%, 25.8%, and 33.0% [3][10]. - The net profit for 2023 was 84 million yuan, with a year-on-year decline of 45.8%. The projected net profits for the next three years are 106 million yuan, 157 million yuan, and 208 million yuan, with growth rates of 26.3%, 47.7%, and 32.5% [3][10]. - The earnings per share (EPS) for 2023 was 0.50 yuan, with projections of 0.63 yuan, 0.93 yuan, and 1.23 yuan for the following years [3][10].

Financial Performance - The company's operating revenue for Q1 2024 was ¥81,927,118.72, representing a decrease of 7.45% compared to the same period last year[4] - The net profit attributable to shareholders for Q1 2024 was ¥20,115,815.39, down 18.39% year-over-year[4] - The net profit after deducting non-recurring gains and losses was ¥16,241,643.33, reflecting a decline of 25.58% compared to the previous year[5] - The basic earnings per share for Q1 2024 was ¥0.1193, down 18.40% year-over-year[5] - The diluted earnings per share for Q1 2024 was ¥0.1192, a decrease of 18.47% compared to the same period last year[5] - The weighted average return on equity was 0.99%, a decrease of 0.27 percentage points year-over-year[5] - Total operating revenue for Q1 2024 was ¥81,927,118.72, a decrease of 7.4% compared to ¥88,524,708.11 in Q1 2023[17] - Net profit for Q1 2024 was ¥20,753,775.87, down 15.4% from ¥24,547,060.40 in Q1 2023[18] - The company reported a total profit of ¥23,114,304.70 for Q1 2024, down from ¥28,852,248.66 in Q1 2023[18] Cash Flow - The net cash flow from operating activities was ¥7,231,393.88, a decrease of 33.72% year-over-year[5] - Cash flow from operating activities was ¥7,231,393.88, down from ¥10,909,960.44 in Q1 2023, indicating a decline of 33.5%[20] - Cash inflow from investment activities totaled $280,757,921.33, a decrease of 27.3% compared to $385,699,272.45 in the previous period[21] - Cash outflow for investment activities was $267,238,666.46, significantly higher than $101,491,602.70 in the previous period[21] - Net cash flow from investment activities was $13,519,254.87, down 95.2% from $284,207,669.75 in the previous period[21] - Cash inflow from financing activities amounted to $110,000,000.00, compared to $53,263,723.32 in the previous period, representing an increase of 106.9%[21] - Net cash flow from financing activities was $47,628,941.31, a turnaround from a negative $667,051.52 in the previous period[21] - The net increase in cash and cash equivalents was $68,139,863.13, a significant decline from $294,283,120.84 in the previous period[21] - The ending balance of cash and cash equivalents was $1,037,473,428.06, up from $977,918,564.40 in the previous period[21] Assets and Liabilities - Total assets at the end of Q1 2024 were ¥2,883,267,201.09, an increase of 2.53% from the end of the previous year[5] - The equity attributable to shareholders was ¥2,032,969,395.27, reflecting a growth of 1.02% compared to the end of the previous year[5] - The company's current assets reached RMB 1,737,897,387.94, up from RMB 1,666,207,119.08, indicating an increase of about 4.24%[13] - The company's total liabilities were RMB 844,396,846.13, an increase from RMB 794,282,359.11, which is an increase of around 6.34%[15] - The equity attributable to shareholders of the parent company was RMB 2,032,969,395.27, up from RMB 2,012,527,249.49, reflecting a growth of about 1.02%[15] - The company's inventory increased to RMB 262,276,759.04 from RMB 253,968,342.33, marking a rise of approximately 3.67%[13] - Short-term borrowings rose to RMB 480,322,222.22 from RMB 433,920,971.48, indicating an increase of about 10.67%[14] - The company's accounts receivable increased to RMB 109,241,894.52 from RMB 97,241,703.93, representing a growth of approximately 12.73%[13] - The total non-current assets were RMB 1,145,369,813.15, slightly down from RMB 1,145,865,488.73, showing a decrease of about 0.04%[14] Research and Development - R&D investment totaled ¥12,864,448.47, which is an increase of 5.04% compared to the same period last year, accounting for 15.70% of operating revenue, up 1.87 percentage points[5] - Research and development expenses were ¥12,864,448.47, slightly up from ¥12,246,695.98 in Q1 2023[17] Expenses - Total operating costs increased to ¥66,006,717.98, up 4.3% from ¥63,294,096.48 in the same period last year[17] - Sales expenses increased to ¥2,279,459.15, up 37.5% from ¥1,657,784.37 in the previous year[17] - Management expenses rose to ¥5,021,318.31, an increase of 27.2% compared to ¥3,948,711.46 in Q1 2023[17] Other Comprehensive Income - Other comprehensive income after tax was reported at -¥56,628.16, with no prior year comparison available[18]

Financial Performance - The company's operating revenue for 2023 was RMB 356,165,776.90, a decrease of 20.10% compared to RMB 445,745,352.73 in 2022[15]. - The net profit attributable to shareholders of the listed company for 2023 was RMB 84,155,317.77, down 45.81% from RMB 155,302,486.16 in 2022[15]. - The proposed cash dividend for 2023 is RMB 3.00 per 10 shares, totaling RMB 50,601,650.40, which accounts for 60.13% of the net profit attributable to shareholders[4]. - The net profit attributable to shareholders decreased by 45.81% to ¥84,155,317.77 in 2023, primarily due to a decline in main business revenue and increased R&D expenses[16]. - The net profit after deducting non-recurring gains and losses was ¥74,630,297.18, a decrease of 41.48% compared to the previous year[16]. - Basic earnings per share fell by 45.81% to ¥0.4992, while diluted earnings per share also decreased by 45.81% to ¥0.4989[17]. - The net cash flow from operating activities increased significantly by 470.83% to ¥149,288,530.45, mainly due to a reduction in cash paid for goods and services[16]. - The company's total assets grew by 16.43% to ¥2,812,072,607.81, while net assets attributable to shareholders increased by 3.94% to ¥2,012,527,249.49[16]. - The company reported quarterly revenues of ¥102,157,202.52 in Q4 2023, with a total annual revenue of ¥356,165,777.90[20]. - The net profit attributable to shareholders in Q4 2023 was ¥11,655,678.09, showing a decline compared to previous quarters[20]. Research and Development - R&D expenditure as a percentage of operating revenue rose to 13.59%, an increase of 3.30 percentage points from the previous year[17]. - The company’s R&D investment reached ¥48,408,881.26, accounting for 13.59% of operating revenue, an increase of 3.3 percentage points year-on-year[25]. - The total R&D investment for the year reached ¥48,408,881.26, representing a 5.54% increase from the previous year, with R&D expenses accounting for 13.59% of operating revenue, up by 3.30 percentage points[62]. - The number of R&D personnel increased to 116, accounting for 14.80% of the total workforce, with an average salary of ¥17.85[68]. - The company has developed a new generation of harmonic gear technology, including the "P tooth shape" design and advanced manufacturing processes, to enhance product competitiveness[29]. - The company has established a new gear design theory system based on the self-developed "P-type gear" mathematical model and error correction methods, achieving key performance indicators that meet or exceed international leading levels in harmonic reducer products[70]. - The company has implemented a customer-oriented innovation incentive mechanism for R&D personnel to accelerate the commercialization of research results[142]. Market and Sales - Sales of mechatronic products amounted to ¥31,911,889.52, representing a year-on-year growth of 24.37%[26]. - The company is enhancing its global market expansion strategy, establishing marketing networks in key countries to increase brand awareness and customer service capabilities[26]. - The production of industrial robots in China decreased by 2.2% year-on-year, impacting demand for the company's core products[25]. - The company aims to become a leading supplier of core transmission components and assemblies for robots and intelligent equipment globally[25]. - The company is expanding its market presence in Southeast Asia, targeting a 25% market share by 2025[122]. - The company plans to increase its market share in harmonic reducers and mechatronic products while expanding into new demands from non-robotic industries and increasing efforts in the industrial, mobile, and service robot sectors[108]. Production and Operations - The company is expanding its production capacity with a project to produce 500,000 precision reducers annually, with completion expected in 2024[26]. - The company employs a centralized procurement model to enhance efficiency and reduce costs, focusing on strategic supplier collaboration[41]. - The production model is based on "sales-driven production with safety stock," primarily utilizing in-house manufacturing[41]. - The company operates under a dual production model, with core processes completed in-house and some conventional processing outsourced, allowing for timely customer response and cost reduction[43]. - The company has established a quality control system covering the entire production process, which helps reduce production costs while maintaining product quality comparable to imported counterparts[72]. - The company has implemented automated production and digital management technologies, improving manufacturing efficiency and product quality control[71]. Financial Management - The company reported a significant increase in financing cash flow, which rose by 49.71% to CNY 323.27 million, primarily due to increased cash from borrowings[82]. - The company's cash and cash equivalents at the end of the period amounted to 969.33 million RMB, representing 34.47% of total assets, an increase of 32.91% compared to the previous period[96]. - The company has established a comprehensive salary management system, including performance-based compensation and various employee benefits[141]. - The company has set clear cost control targets and will implement measures to reduce unnecessary expenditures while promoting cost-saving initiatives across all departments in 2024[109]. - The company will enhance its management model and information management levels to achieve cost reduction, quality improvement, and efficiency enhancement goals[109]. Governance and Compliance - The company maintains a robust governance structure, ensuring compliance with legal requirements and protecting shareholder rights through effective management and information disclosure practices[111]. - The company has established a sound internal control system and governance structure, ensuring independent operation and decision-making without interference from controlling shareholders[110]. - There were no incidents of insider trading or violations of insider information management regulations during the reporting period, reflecting the company's commitment to compliance and transparency[111]. - The company has not faced any penalties from securities regulatory authorities in the past three years[126]. - The company has completed the adjustment of some members of the audit committee to enhance governance and compliance[156]. Environmental and Social Responsibility - The company invested 1.26 million yuan in environmental protection during the reporting period[158]. - The company has implemented measures to ensure that waste and emissions meet national standards, with no pollution incidents reported during the period[162]. - The company is committed to integrating ESG practices into daily operations and has established a social responsibility management system[158]. - The company emphasizes product quality by implementing ISO9001 and ISO40001 management systems to ensure safety and high standards[171]. - The company actively engages in social responsibility initiatives, contributing to societal welfare and poverty alleviation efforts[172]. Intellectual Property - The company has achieved patent protection for multiple new technologies, ensuring competitive advantage in the market[57]. - The company has a patent application management and reward system in place to encourage employee innovation and ensure timely patent filings for inventions[176]. - The company has engaged an agency to assist with intellectual property searches, applications, and disputes, ensuring comprehensive management of its intellectual property rights[176]. Future Outlook - The company aims to enhance its market position by focusing on innovation and expanding production capacity[107]. - The company plans to establish a modern management system to improve organizational structure and governance[107]. - Continuous R&D investment will focus on core technologies such as harmonic reducers and micro-electro-hydraulic servos, with an emphasis on optimizing production processes for efficiency and product consistency[109]. - The company will continue to evaluate and adjust its remuneration policies based on market standards and performance assessments[128].