中信证券股份有限公司 关于科德数控股份有限公司 2024 年年度持续督导跟踪报告 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为科德数控股 份有限公司（以下简称"科德数控"或"公司"或"上市公司"）首次公开发行股票并在 科创板上市、2022 年度以简易程序向特定对象发行股票并在科创板上市、2023 年度向特定对象发行股票并在科创板上市的保荐人，根据《证券发行上市保荐业 务管理办法》《上海证券交易所科创板股票上市规则》等相关规定，中信证券履 行持续督导职责，并出具本持续督导年度跟踪报告。 一、持续督导工作概述 3、本持续督导期间，保荐人通过与公司的日常沟通、现场回访等方式开展 持续督导工作，并于 2025 年 5 月 9 日、2025 年 5 月 16 日对公司进行了现场检 查。 4、本持续督导期间，保荐人根据相关法规和规范性文件的要求履行持续督 导职责，具体内容包括： （1）查阅公司章程、三会议事规则等公司治理制度、三会会议材料； （2）查阅公司财务管理、会计核算和内部审计等内部控制制度，查阅公司 2024 年度内部控制评价报告、内部控制审计报告等文件； （3）查阅会计师出具的 2024 年度审 ...

Meeting Overview - The shareholders' meeting of Kede CNC Co., Ltd. was held on May 19, 2025, in Dalian, Liaoning Province [1] - A total of 160 ordinary shareholders attended the meeting, holding 63,007,187 voting rights, which accounts for 61.6292% of the company's total voting rights [1] Voting Results - All proposed resolutions were passed with significant majority support from ordinary shareholders, with votes in favor ranging from 91.9096% to 99.6286% [2][4] - For example, one resolution received 62,714,038 votes in favor (99.5347%) and only 135,475 votes against (0.2150%) [2] - Another resolution had 12,848,105 votes in favor (96.8511%) with 343,746 votes against (2.5912%) [4] Legal Compliance - The meeting was conducted in accordance with the Company Law and the company's articles of association, with the presence of legal representatives confirming the legality of the meeting procedures and voting results [5]

Core Points - The legal opinion letter confirms that the procedures for convening and holding the 2024 annual general meeting of shareholders of Kede CNC Co., Ltd. comply with relevant laws, regulations, and the company's articles of association [1][13] - The meeting was announced in accordance with the rules, providing details such as the time, location, voting methods, and agenda items [2][5] - A total of 160 participants attended the meeting, representing 63,007,187 shares, which is 61.6292% of the total shares [4][3] Group 1: Meeting Procedures - The board of directors made a resolution to convene the meeting, and the announcement was published more than twenty days prior to the meeting date [2][5] - The meeting was held at the specified location and time, with both on-site and online voting options available for shareholders [2][4] Group 2: Attendance and Voting - The meeting was attended by 10 shareholders and representatives, holding 45,543,000 shares, which is 44.5470% of the total shares [3] - Online voting was conducted with 150 shareholders participating, representing 17,464,187 shares, or 17.0822% of the total shares [4] - The total number of shares represented at the meeting was 63,007,187, with a significant participation from minority investors [4][3] Group 3: Voting Results - Various proposals were voted on, including the annual reports and financial statements, with overwhelming support from shareholders [6][7][8] - Specific voting results showed high approval rates for key proposals, such as the profit distribution plan and the appointment of auditors for 2025 [10][11][12] - The voting results were confirmed to be valid and in compliance with legal requirements [13]

北京观韬律师事务所 关于科德数控股份有限公司 2024年年度股东大会的法律意见书 观意字2025BJ001096号 致：科德数控股份有限公司 北京观韬律师事务所（以下简称"本所"）受科德数控股份有限公司（以下简 称"公司"）之委托，指派律师出席公司 2024 年年度股东大会（以下简称"本次股 东大会"）。本所依据《中华人民共和国公司法》《中华人民共和国证券法》等相 关法律、行政法规、《上市公司股东会规则》（以下简称"《规则》"）以及公司 现行有效的《公司章程》的有关规定，出具本法律意见书。 本法律意见书仅供公司为本次股东大会之目的而使用，不得用作任何其他目 的。 本所律师同意将本法律意见书作为公司本次股东大会的公告材料，随其他需 公告的信息一并向公众披露。本所律师保证本法律意见书中不存在虚假记载、严 重误导性陈述及重大遗漏，否则愿意承担相应的法律责任。 本所律师根据《规则》第六条的要求，按照律师行业公认的业务标准、道德 规范和勤勉尽责精神，对公司提供的文件和有关事实进行了核查和验证，现出具 法律意见如下： 一、关于本次股东大会的召集和召开程序 1、本次股东大会的召集由公司董事会根据 2025 年 4 月 27 ...

证券代码：688305 证券简称：科德数控 公告编号：2025-016 科德数控股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证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。 重要内容提示： 本次会议是否有被否决议案：无 | 1、出席会议的股东和代理人人数 | 160 | | --- | --- | | 普通股股东人数 | 160 | | 2、出席会议的股东所持有的表决权数量 | 63,007,187 | | 普通股股东所持有表决权数量 | 63,007,187 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 61.6292 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 61.6292 | （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。 本次股东大会采用现场投票与网络投票相结合的方式召开，会议由董事长于 本宏先生主持，本次会议的召集和召开程序以及表决方式和表决程序符合《公司 法》和《公司章程》的规定。 （五） 公司董事、监事和董事会秘书的出席 ...

Core Viewpoint - The industrial mother machine industry is poised for high-quality development, with significant growth potential driven by the demand for humanoid robots and the need for equipment upgrades in downstream industries [2][4][10]. Group 1: Policy and Industry Development - The Ministry of Industry and Information Technology (MIIT) emphasizes the importance of high-quality development in the industrial mother machine sector, aiming to avoid "involution" and homogeneous competition [2][3]. - A strategic cooperation agreement was signed between the National Industrial Mother Machine Industry Investment Fund and local industrial departments to promote the clustering and upgrading of the industrial mother machine industry [3]. - The industrial mother machine market is characterized by overcapacity in the low-end market and heavy reliance on imports in the high-end market, indicating a need for domestic innovation and production [3][4]. Group 2: Market Opportunities and Growth Drivers - The upgrade of downstream industries and policies promoting equipment renewal are accelerating the localization of high-end machine tools [4][8]. - The automotive and aerospace industries are significant growth drivers for domestic high-end machine tools, with the automotive sector showing notable demand due to the rapid growth of new energy vehicles [6][8]. - The industrial mother machine market is projected to exceed 300 billion yuan by 2025, with an expected increase in the import substitution rate in high-end fields to over 25% [9]. Group 3: Humanoid Robots and Equipment Demand - The mass production of humanoid robots is expected to drive demand for core components, with machine tools playing a crucial role in the production of these components [10][13]. - The estimated market space for machine tools related to humanoid robots could reach 23.54 billion yuan with the production of 1 million units [14]. - Key components such as harmonic reducers and planetary screw rods are essential for humanoid robots, indicating a strong correlation between the growth of humanoid robots and the demand for industrial mother machines [12][14]. Group 4: Investment Recommendations - Companies such as Qin Chuan Machine Tool, Huachen Equipment, and others are highlighted as potential investment opportunities in the industrial mother machine sector [15][16]. - The expansion of the humanoid robot market is expected to enhance the profitability of industrial mother machine companies through cost dilution and scale effects [16].

Core Viewpoint - The company, Kede CNC, is experiencing a stable growth trajectory in the five-axis CNC machine tool market, driven by strategic positioning, technological innovation, and market expansion, rather than frequent price increases [2] Group 1: Company Performance - As of May 13, 2025, Kede CNC's stock closed at 77.33 yuan, down 2.68%, with a trading volume of 22,000 shares and a turnover of 172 million yuan [1] - In 2024, the company achieved a revenue of 605,474,164.58 yuan, representing a year-on-year growth of 33.88%, and a net profit attributable to shareholders of 129,893,922.73 yuan, up 27.37% [4] - The company invested 162,634,800 yuan in R&D, accounting for 26.86% of its revenue [4] Group 2: Market Insights - The five-axis CNC machine tool market in China reached approximately 11.2 billion yuan in 2023, with a compound annual growth rate of 15.52% over the past five years [2] - The domestic market for five-axis machine tools is primarily dominated by foreign brands, indicating significant potential for import substitution [2] - Kede CNC's products serve various industries, including aerospace, new energy vehicles, and semiconductors, with nearly 40% of domestic market orders coming from civilian sectors [2] Group 3: Financial Activities - The company plans to hold its 2024 annual shareholders' meeting on May 19, 2025, to review several proposals, including a cash dividend of 2.45 yuan per 10 shares and a capital reserve conversion of 3 shares for every 10 shares [4][6] - The expected total amount for daily related transactions with the controlling shareholder is 141 million yuan for 2025 [4]

证券代码：688305 证券简称：科德数控 科德数控股份有限公司 2024年年度股东大会 会议资料 二〇二五年五月十九日 目 录 | 2024 年年度股东大会会议须知 | | 3 | | | --- | --- | --- | --- | | 2024 年年度股东大会会议议程 | | 5 | | | 议案一：关于《公司 2024 | 年度董事会工作报告》的议案 | | 7 | | 附件：公司 2024 年度董事会工作报告 | | 8 | | | 议案二：关于《公司 2024 | 年度监事会工作报告》的议案 | | 14 | | 附件：公司 2024 年度监事会工作报告 | | 15 | | | 议案三：关于《科德数控股份有限公司 | 2024 | 年年度报告》及其摘要的议案 | . 20 | | 议案四：关于《公司 2024 | 年度财务决算报告》的议案 | | 21 | | 附件：公司 2024 年度财务决算报告 | | 22 | | | 议案五：关于《公司 2025 | 年度财务预算报告》的议案 | | 25 | | 附件：公司 2025 年度财务预算报告 | | 26 | | | 议案六：关于公司 20 ...

Core Viewpoint - The company aims to enhance its capabilities in high-end CNC machine tools, advanced CNC systems, and key functional components through capacity building, technological innovation, and market expansion, contributing to the high-quality development of China's manufacturing industry [2] Financial Performance - In the 2024 annual report, the company achieved operating revenue of 605 million yuan, a year-on-year increase of 33.88% - The net profit attributable to shareholders was 130 million yuan, up 27.37% year-on-year - Research and development investment amounted to 163 million yuan, reflecting an 8.47% increase compared to the previous year [2] Product and Market Strategy - The company has four general technology platform products and four specialized technology platform products, enhancing its resilience and core competitiveness in various downstream applications [2] - The company has achieved an 85% self-sufficiency rate in its complete products, with key components such as five-axis CNC systems and servo drives being independently developed [3] Impact of Tariffs - Tariffs have not adversely affected the company's operations; instead, they have increased domestic users' awareness of using high-end domestic equipment, positively impacting product sales [3] Capacity Expansion Plans - The company is actively expanding its production capacity, with expected annual production capacity of 500 to 550 units by 2025, based on the KMC800 vertical machining center [3] - New facilities in Yinchuan and Shenyang are set to be operational by the end of Q2 this year, further enhancing production capacity [3] Future Growth and M&A Strategy - The company plans to accelerate the promotion of high-end CNC systems and key functional components sales as production capacity is released, while also focusing on mergers and acquisitions to integrate with high-quality targets [4]

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company achieved a revenue of 605 million yuan in 2024, representing a year-on-year increase of 33.88%. The net profit attributable to shareholders was 130 million yuan, up 27.37% year-on-year, while the net profit after deducting non-recurring items reached 105 million yuan, an increase of 36.13% year-on-year. In Q4, revenue was 224 million yuan, up 40.40% year-on-year, with a net profit of 58 million yuan, reflecting a year-on-year increase of 54.96% [2][6]. - The company is one of the few machine tool manufacturers in China with a complete industrial chain, and it is actively promoting capacity construction and integrated layout, which is expected to open up growth space [12]. Summary by Sections Financial Performance - In Q1 2025, the company reported revenue of 131 million yuan, a year-on-year increase of 29.40%, with a net profit of 21 million yuan, up 40.09% year-on-year. The net profit after deducting non-recurring items was 16 million yuan, reflecting a year-on-year increase of 48.23% [2][6]. - The company’s new signed orders in 2024 grew by approximately 24%, with high-value-added products continuing to increase their proportion in the order mix [12]. Market Position and Strategy - The company has consolidated its market share in the aerospace sector, with aerospace orders accounting for about 53% of new signed orders in 2024, showing a year-on-year growth of nearly 10% [12]. - The company is expanding into civilian sectors and has successfully collaborated with leading enterprises in the energy sector, achieving breakthroughs in cooperation with universities and research institutes [12]. Capacity Expansion and Future Outlook - The company is progressing with capacity expansion, with the Dalian plant's production lines expected to start trial operations in 2025. The construction of the Yinchuan and Shenyang plants is also underway, with expected operational commencement in the second half of 2025 [12]. - The company forecasts net profits attributable to shareholders of 173 million, 230 million, and 291 million yuan for 2025, 2026, and 2027, respectively, with corresponding price-to-earnings ratios of 47x, 35x, and 28x [12].