关于 贵州航宇科技发展股份有限公司 2022 年第二期限制性股票激励计划回购注销相关事项的 法律意见书 法律意见书 释 义 在本法律意见书内，除非文义另有所指，下列简称和词语具有以下含义： | 公司/本公司 | 指 | 贵州航宇科技发展股份有限公司 | | --- | --- | --- | | 本激励计划/本计划 | 指 | 2022 贵州航宇科技发展股份有限公司 年第二期限制性股票 | | | | 激励计划 | | 限制性股票 | 指 | 符合本次激励计划授予条件的激励对象，在满足相应归属条 | | | | 件后分次获得并登记的本公司股票 | | 本次调整回购价格及 | 指 | 调整本激励计划回购价格及回购数量 | | 回购数量 | | | | 本次回购注销 | 指 | 回购注销本激励计划部分限制性股票 | | 激励对象 | 指 | 按照本激励计划规定，获得限制性股票的董事、高级管理人 | | | | 员、核心技术人员及董事会认为需要激励的其他人员 | | 授予日 | 指 | 公司向激励对象授予限制性股票的日期，授予日必须为交易 | | | 日 | | | 授予价格 | 指 | 公司授予激励对象每一股限制 ...

●回购注销原因：因公司 2024 年度的实现年度扣除非经常性损益后的净利润 为 15,475.32 万元，未达到首次授予第三个解除限售期的触发值，亦未达到预留 授予第二个解除限售期的触发值，公司根据相关规定有权单方面回购注销本次股 权激励授予的限制性股票，故公司本次对 133 名首次授予的激励对象已经授予尚 未解禁的2022年第二期限制性股票及24名预留授予激励对象已经授予尚未解禁 的 2022 年第二期限制性股票合计 1,280,136 股全部回购注销。 ●本次注销股份的有关情况。 | 回购股份数量 | 注销股份数量 | 注销日期 | | | | | --- | --- | --- | --- | --- | --- | | 1,280,136 股 | 1,280,136 股 | 2025 9 | 年 | 月 | 8 日 | 重要内容提示: 证券代码：688239 证券简称：航宇科技 公告编号：2025-076 债券代码：118050 债券简称：航宇转债 贵州航宇科技发展股份有限公司 关于 2022 年第二期限制性股票激励计划部分第一类 限制性股票回购注销实施公告 一、本次限制性股票回购注销的决策与信息披露 ...

Group 1: Commercial Aerospace Industry - The commercial aerospace market in China is experiencing significant growth, with private rocket companies making notable advancements in rocket engines and reusable technology, leading to a transition from "single breakthroughs" to "mass production" in the propulsion system sector [2][3] - Aerospace companies like Hangyu Technology have successfully developed partnerships with multiple commercial aerospace clients, resulting in a nearly 30% year-on-year increase in revenue from aerospace forging business [2] - The company Plater is focusing on metal 3D printing technology, which has inherent advantages in processing large, complex, and high-temperature resistant components for commercial aerospace applications [2][3] Group 2: Rail Transportation Industry - Companies in the rail transportation sector are enhancing their innovation capabilities through continuous R&D investment, with Iron Science focusing on high-speed rail fastening systems and new materials [4][5] - Jiao Control Technology emphasizes the importance of sustained R&D investment to maintain core competitiveness and is directing funds towards developing autonomous virtual grouping systems and train control systems for wet track environments [4][5] - Haite Technology is expanding its international market presence, securing contracts for projects in Malaysia and Kazakhstan, and is also making strides in the urban rail market by targeting intelligent maintenance needs [5]

Core Viewpoint - The company reported a decline in revenue and net profit for the first half of 2025, but has a strong order backlog and is expanding into emerging sectors [1][2]. Financial Performance - The company's revenue for the first half of 2025 was 914 million, a year-on-year decrease of 8.71% [1] - The net profit attributable to shareholders was 90 million, down 12.76% year-on-year [1] - The net profit after deducting non-recurring items was 73 million, a decrease of 21.93% year-on-year [1] - Total liabilities reached 2.522 billion, an increase of 45.30% year-on-year [1] - Cash and cash equivalents amounted to 539 million, up 66.56% year-on-year [1] - Accounts receivable stood at 1.139 billion, a year-on-year increase of 4.78% [1] - Inventory was 1.037 billion, reflecting a year-on-year growth of 38.50% [1] Order Backlog and Market Position - The slight revenue decline was attributed to adjustments in the delivery schedule of orders from some downstream aviation customers [2] - Revenue from aviation forgings was 689 million, down 8.93% year-on-year, while aerospace forgings saw revenue of 72 million, up 29.84% [2] - Gas turbine forgings generated revenue of 59 million, a decrease of 37.23% year-on-year [2] - The company signed multiple long-term supply agreements, with total orders on hand amounting to 2.938 billion, an increase of 8.13% year-on-year [2] - Including estimated orders during the long-term agreements, the total order backlog is approximately 5.968 billion [2] Strategic Initiatives - The company is focusing on deepening its presence in the aerospace sector while accelerating its expansion into emerging fields [2] - Key areas of focus include gas turbines, nuclear power, and marine engineering equipment [2] - The company has successfully undertaken its first batch of precision processing and R&D orders for critical components in semiconductor front-end equipment, indicating early success in its expansion into new sectors [2] Investment Outlook - The company is projected to have EPS of 1.23, 1.50, and 1.82 for 2025-2027, with corresponding PE ratios of 30.9, 25.3, and 20.9 based on the closing price of 37.91 on August 29 [3] - The investment rating is maintained at "Buy-A" [3]

Investment Rating - The report maintains an "Accumulate-A" rating for the company [1][6]. Core Views - The company has seen a continuous increase in its order backlog, indicating strong future revenue potential despite a slight decline in revenue due to adjustments in delivery schedules from some downstream aviation customers [5]. - The company is actively expanding into emerging fields such as gas turbines, nuclear power, and marine engineering equipment, with initial success in securing orders for semiconductor equipment components [5]. Financial Performance - For the first half of 2025, the company's revenue was 914 million yuan, a year-on-year decrease of 8.71%, while the net profit attributable to the parent company was 90 million yuan, down 12.76% year-on-year [4]. - The company’s total liabilities reached 2.522 billion yuan, an increase of 45.30% year-on-year, while cash and cash equivalents grew by 66.56% to 539 million yuan [4]. - The order backlog totaled 2.938 billion yuan, reflecting an 8.13% year-on-year increase, with a combined order estimate of approximately 5.968 billion yuan [5]. Earnings Forecast - The expected EPS for 2025, 2026, and 2027 are 1.23 yuan, 1.50 yuan, and 1.82 yuan respectively, with corresponding PE ratios of 30.9, 25.3, and 20.9 based on the closing price of 37.91 yuan on August 29 [6][8].

Core Viewpoint - The report on Aerospace Technology indicates that the company has a sufficient order backlog and is expected to achieve growth supported by capacity release, leading to a "buy" rating for the stock [1]. Financial Performance - In the first half of 2025, the company reported revenue of 914 million yuan, a year-on-year decrease of 8.7%, and a net profit attributable to shareholders of 90 million yuan, down 12.8% year-on-year [2]. - The second quarter of 2025 showed a revenue of 492 million yuan, marking a year-on-year increase of 16.2% and a quarter-on-quarter increase of 16.6%, indicating a recovery from previous declines [2]. - The gross profit margin for the first half of 2025 was 26.6%, a decrease of 0.92 percentage points year-on-year, with the aerospace forging segment experiencing the most significant pressure, with a margin of 17.3%, down 10.3 percentage points year-on-year [2][3]. Business Segmentation - Revenue from aerospace forgings was 689 million yuan, accounting for 75.4% of total revenue, while revenue from aerospace forgings increased by 30.9% year-on-year to 72 million yuan [3]. - The company has signed long-term supply agreements with major international aerospace manufacturers, indicating a strong position in the international market [3][4]. - The company’s inventory increased by 16.7% to 1.04 billion yuan, with raw materials and work-in-progress rising significantly, indicating readiness to meet market demand [3]. Order Backlog and Capacity Expansion - As of the end of the first half of 2025, the company had a total order backlog of 5.97 billion yuan, an increase of 24.1% year-on-year, reflecting a recovery in downstream demand [4]. - The company is actively advancing the construction of precision manufacturing industrial parks for large ring forgings, with an expected completion date in January 2027 [4]. Investment Outlook - Short-term expectations include significant growth in 2025 driven by international orders and a rebound in aerospace forging demand [5]. - Long-term prospects involve diversification into sectors such as fourth-generation nuclear power and commercial aerospace, with projected net profits of 235 million yuan, 305 million yuan, and 364 million yuan for 2025, 2026, and 2027 respectively [5].

Core Viewpoint - The company reported its 1H25 financial results, showing a decline in revenue and net profit year-over-year, but the performance was in line with market expectations [1] Financial Performance - 1H25 revenue was 914 million yuan, down 8.71% year-over-year; net profit attributable to shareholders was 90 million yuan, down 12.76% year-over-year; and net profit excluding non-recurring items was 73 million yuan, down 21.93% year-over-year [1] - In 2Q25, revenue increased by 16% year-over-year, reaching 490 million yuan, with a net profit of 50 million yuan, a slight decrease of 0.6% year-over-year [1] - The gross margin for 1H25 decreased by 0.9 percentage points to 26.6%, while the net margin decreased by 0.03 percentage points to 10.3% [1] Order Backlog - As of June 30, the company had an order backlog of 5.968 billion yuan, an increase of 24.10% year-over-year, with 2.938 billion yuan in hand orders, up 8.13% year-over-year [1] - Long-term contracts signed with customers are estimated to contribute an additional 3.030 billion yuan to the order backlog, representing a 44.84% year-over-year increase [1] Product Segment Performance - Aerospace forgings revenue was 690 million yuan, down 8.9% year-over-year, accounting for 75% of total revenue; gross margin decreased by 0.6 percentage points to 28.3% [2] - Aerospace forgings revenue increased by 29.8% year-over-year to 70 million yuan, but gross margin fell by 10.3 percentage points to 17.3% [2] - Gas turbine forgings revenue was 60 million yuan, down 37.2% year-over-year, with a gross margin of 26.8% [2] - Other high-end equipment forgings saw revenue growth of 87.7% year-over-year to 30 million yuan, with a gross margin increase of 9.8 percentage points to 48.7% [2] Cost and Cash Flow - The company's expense ratio increased by 1.2 percentage points year-over-year to 12.8%, with sales, management, and financial expense ratios all rising [3] - As of 2Q25, accounts receivable and notes totaled 1.25 billion yuan, up 4.9% from the beginning of the year, while inventory increased by 16.7% to 1.04 billion yuan [3] - The net cash flow from operating activities for 1H25 was -3 million yuan, compared to 3 million yuan in the same period last year [4] Investment Outlook - The company is positioned as a leading player in the aerospace sector and is expected to benefit from high demand in the domestic and international markets [4] - Future profit projections for 2025 to 2027 are 246 million yuan, 313 million yuan, and 385 million yuan, with corresponding price-to-earnings ratios of 30x, 23x, and 19x [4]

Financial Performance - The company reported total revenue of 914 million yuan for the first half of 2025, a decrease of 8.71% year-on-year [1] - The net profit attributable to shareholders was 90.30 million yuan, down 12.76% compared to the previous year [1] - The gross margin was 26.62%, a decline of 3.34% year-on-year, while the net margin was 10.28%, down 0.27% [1] - The company experienced a significant increase in inventory, with a year-on-year growth of 38.5% [1] Key Financial Metrics - The company's operating expenses, including sales, management, and financial costs, totaled 77.74 million yuan, accounting for 8.51% of revenue, an increase of 16.93% year-on-year [1] - Earnings per share decreased to 0.59 yuan, down 16.90% from the previous year [1] - The company reported a negative operating cash flow per share of -0.01 yuan, a decline of 171.17% year-on-year [1] Changes in Financial Items - Accounts receivable financing increased by 38.57% due to an increase in bank acceptance bills expected to be discounted [3] - Other receivables rose by 43.37% due to an increase in government subsidy receivables [3] - Long-term equity investments decreased by 82.0% as the company included its joint venture, Deyu Testing, in its consolidated financials [3] - The company’s cash flow from operating activities saw a significant decline of 192.33% due to increased raw material procurement expenses [6] Investment Activity - The net cash flow from investing activities decreased by 345.2% due to increased payments for ongoing projects [7] - The net cash flow from financing activities also dropped by 158.24% as the company used idle funds to temporarily supplement working capital [8] Fund Holdings - The largest fund holding in the company is the Xin'ao Advanced Manufacturing Equity Fund, which has increased its position [10] - Other funds have also increased their holdings, indicating a growing interest in the company despite its recent financial challenges [10]

Core Viewpoint - The company reported a mixed performance in its semi-annual report, indicating short-term pressure but long-term positive trends, showcasing strong operational resilience and risk management capabilities [1] Financial Performance - The company achieved operating revenue of 914.03 million yuan, a decrease of 8.71% compared to the same period last year [1] - Total profit amounted to 107.58 million yuan, reflecting a decline of 12.96% year-on-year [1] - The net profit attributable to shareholders was 90.30 million yuan, down 12.76% from the previous year [1]

Core Viewpoint - Guizhou Aerospace Technology Development Co., Ltd. reported a decline in revenue and net profit for the first half of 2025 compared to the same period in 2024, indicating potential challenges in its operational performance [1]. Financial Performance - Total assets increased to CNY 4,447,102,396.31, up 3.74% from CNY 4,286,635,290.67 at the end of the previous year [1]. - Operating revenue for the reporting period was CNY 914,030,144.41, a decrease of 8.71% compared to CNY 1,001,259,038.20 in the same period last year [1]. - Total profit amounted to CNY 107,581,971.22, down 12.96% from CNY 123,600,047.76 year-on-year [1]. - Net profit attributable to shareholders was CNY 73,402,813.01, reflecting a decline of 21.93% from CNY 94,020,559.45 in the previous year [1]. Shareholder Information - As of the reporting period, the total number of shareholders was 9,482 [2]. - The largest shareholder, Zhang Hua, holds 3.31% of the shares, amounting to 6,357,790 shares [2]. - Other significant shareholders include Guizhou Science and Technology Risk Venture Investment Co., Ltd. with 2.35% and China Construction Bank with 2.05% [2].