国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 德马科技集团股份有限公司 2025 年第一次临时股东大会 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 德马科技集团股份有限公司 2025 年第一次临时股东大会 法律意见书 致：德马科技集团股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受德马科技集团股份有限 公司（以下简称"公司"）的委托，指派律师出席公司 2025 年第一次临时股东 大会（以下 ...

Core Viewpoint - DeMa Technology (688360.SH) has won a bid for a smart logistics project from a well-known e-commerce giant in Latin America, with a contract value of approximately $40.87 million (around 290 million RMB) [1] Group 1: Project Details - The project involves the provision of a smart logistics cross-belt sorting system and related services [1] - This project falls within the company's main business operations and signifies a solid step in its "globalization layout" process [1] Group 2: Financial Impact - If the project contract is formally signed and executed smoothly, it is expected to have a positive impact on the company's operating performance during the contract execution period [1]

Core Viewpoint - 德马科技 has won a contract for an intelligent logistics project with a well-known e-commerce giant in Latin America, with a project value of approximately 2.9 billion RMB [1] Group 1: Project Details - The project involves providing an intelligent logistics cross-belt sorting system and related services [1] - The contract amount is 4,086.99 million USD, equivalent to about 2.9 billion RMB [1] Group 2: Business Impact - This project falls within the company's main business operations and is expected to have a positive impact on the company's operating performance if the formal contract is signed and executed smoothly [1] - There is uncertainty regarding the timing of the formal contract signing and the fulfillment arrangements [1]

Group 1 - The general equipment sector increased by 0.37% on September 10, with KaiChuang Electric leading the gains [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] - Notable stock performances included KaiChuang Electric with a closing price of 65.25, up 13.30%, and Liou Co. with a closing price of 5.96, up 9.96% [1] Group 2 - The general equipment sector saw a net inflow of 1.414 billion yuan from main funds, while retail investors experienced a net outflow of 580 million yuan [2] - The stock with the highest main fund inflow was Liou Co. with 164 million yuan, while the highest retail outflow was also from Liou Co. at 98.5 million yuan [3] - Other significant net inflows included 32.3 million yuan for Dongfang Zhizao and 85.4 million yuan for Chuanrun Co. [3]

关于召开 2025 年半年度业绩说明会的公告 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。 德马科技集团股份有限公司 重要内容提示： 德马科技集团股份有限公司（以下简称"公司"）已于 2025 年 8 月 26 日在 上海证券交易所网站（www.sse.com.cn）披露了《德马科技 2025 年半年度报告》， 为便于广大投资者更全面深入地了解公司 2025 年半年度经营成果、财务状况， 公司计划于 2025 年 9 月 8 日下午 14:00-15:00 举行 2025 年半年度业绩说明会， 就投资者关心的问题进行交流。 一、 说明会类型 本次业绩说明会以网络平台在线交流方式召开，公司将针对 2025 年半年度 经营成果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许 的范围内就投资者普遍关注的问题进行回答。 证券代码：688360 证券简称：德马科技 公告编号：2025-034 董事长助理兼战略发展中心总监：黄盛先生 独立董事：张军先生 二、 说明会召开的时间、地点和召开方式 （一）会议召开时间：2025 ...

德马科技集团股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：688360 证券简称：德马科技 德马科技集团股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 9 月 | 股东大会会议议程 4 | | --- | | 议案 1：关于修改<公司章程>并办理工商变更登记的议案 6 | 德马科技集团股份有限公司 2025 年第一次临时股东大会会议资料 股东大会须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东会规则》以及《德马科技集团股份有限公司章程》《德马科技集团股 份有限公司股东大会议事规则》等相关规定，特制定 2025 年第一次临时股东大 会须知。 一、为保证股东大会的严肃性和正常秩序，切实维护与会股东（或股东代表） 的合法权益，除出席会议的股东（或股东代表）、公司董事、监事、高级管理人 员、见证律师及董事会邀请的人员外，公司有权依法拒绝其他人员进入会场。 二、出席会议的股东（或股东代表）须在会议召开前半小时到会议现场办理 签到手续，并按规定出示证券账户卡、身份证明文件或营 ...

Group 1 - The core viewpoint of the news is that 德马科技 experienced a 5% decline in stock price, reaching 21.46 yuan per share, with a trading volume of 227 million yuan and a turnover rate of 4.10%, resulting in a total market capitalization of 5.66 billion yuan [1] - 德马科技's main business involves the research, design, manufacturing, sales, and service of intelligent logistics systems and key equipment, with the revenue composition being 67.85% from core components for logistics conveying and sorting, 30.86% from intelligent automated logistics conveying and sorting systems and key equipment, and 0.89% from after-sales and other services [1] Group 2 - From the perspective of fund holdings, only one fund under 申万菱信基金 has a significant position in 德马科技, specifically 申万菱信乐成混合A, which held 197,500 shares, accounting for 3.15% of the fund's net value, ranking as the tenth largest holding [2] - 申万菱信乐成混合A has a total scale of 93.81 million yuan, with a year-to-date return of 21.76% and a one-year return of 24.53%, ranking 3153 out of 8190 and 5039 out of 7966 respectively [2] Group 3 - The fund manager of 申万菱信乐成混合A is 付娟, who has a tenure of 13 years and 130 days, with the fund's total asset scale at 3.71 billion yuan, achieving a best return of 172.37% and a worst return of -36.32% during her tenure [3] - The co-manager, 苗琦, has a tenure of 2 years and 313 days, with a total asset scale of 196 million yuan, achieving a best return of 18.79% and a worst return of 3.12% during his tenure [3]

Financial Performance - The company reported a total revenue of 780 million yuan for the first half of 2025, an increase of 12.36% year-on-year [1] - The net profit attributable to shareholders was 82.06 million yuan, a decrease of 3.31% year-on-year [1] - The gross profit margin was 29.96%, down 5.35% year-on-year, while the net profit margin was 10.24%, down 15.07% year-on-year [1] - The company’s accounts receivable accounted for 639.63% of the net profit, indicating a significant amount of receivables relative to profit [1] Cash Flow and Debt - The company experienced a significant increase in financial expenses, up 212.64%, due to exchange losses and increased borrowing costs [4] - The net cash flow from operating activities decreased by 223.72%, attributed to timing differences in sales collections [1][4] - The company’s short-term borrowings increased by 119.14% and long-term borrowings by 78.01%, primarily due to acquisition loans and operational loans [1][4] Strategic Initiatives - The company is focusing on a global strategy with a "Local for Local" flexible marketing network, which includes a mix of central and regional factories [2] - The company is positioning itself in the humanoid robot industry by focusing on both the application scenarios and core components, leveraging its experience in intelligent logistics [3] - The company has established a presence in various international markets, including North America, Australia, Europe, and South America, with plans for further investment in the U.S. market [2][3] Market Position and Future Outlook - The company aims to capitalize on the growing humanoid robot market, particularly in logistics, where it has established relationships with major overseas clients [3] - The company’s return on invested capital (ROIC) was 5.69%, indicating average capital returns, with a historical median ROIC of 10.84% since its listing [4] - The company’s cash flow situation is a point of concern, with a cash ratio of 75.25% and a three-year average operating cash flow to current liabilities ratio of 18.69% [4]

Core Viewpoint - Demar Technology (688360) reported mixed financial results for the first half of 2025, with revenue growth but a decline in net profit, indicating potential challenges in profitability despite increased sales [1] Financial Performance - Total revenue for the first half of 2025 reached 780 million yuan, a year-on-year increase of 12.36% compared to 694 million yuan in 2024 [1] - Net profit attributable to shareholders was 82.06 million yuan, down 3.31% from 84.87 million yuan in the previous year [1] - The gross margin decreased to 29.96%, a decline of 5.35% year-on-year, while the net margin fell to 10.24%, down 15.07% [1] - The company reported a significant increase in accounts receivable, which accounted for 639.63% of the latest annual net profit [1] Cash Flow and Debt - Operating cash flow per share was -0.33 yuan, a decrease of 131.23% year-on-year, indicating cash flow challenges [1] - The company saw a 97.96% increase in interest-bearing liabilities, rising from 272 million yuan to 538 million yuan, primarily due to acquisition loans and operational loans [2][3] Business Operations - The company is focusing on enhancing its global presence, particularly in the human-shaped robot and smart logistics sectors, with a strategy that includes a distributed marketing network [9][10] - Demar Technology has established a significant customer base in the smart logistics industry, including international clients like SHEIN and Shopee, which positions it well for future growth [10] Strategic Insights - The company is strategically positioned in the human-shaped robot industry, focusing on both the application scenarios and core component sectors, leveraging its experience in smart logistics [10] - The company aims to explore data collection services in the human-shaped robot field, which is currently an untapped market, indicating potential for future expansion [10]

Core Viewpoint - 德马科技 (688360.SH) reported its 2025 semi-annual results, highlighting a significant institutional ownership structure and a slight decline in institutional holding percentage compared to the previous quarter [1] Group 1: Institutional Ownership - As of August 25, 2025, five institutional investors disclosed holdings in 德马科技, totaling 108 million shares, which represents 40.96% of the company's total share capital [1] - The institutional investors include 湖州德马投资咨询有限公司, 湖州创德投资咨询合伙企业 (有限合伙), 湖州力固管理咨询有限公司, 湖州全美投资合伙企业 (有限合伙), and 申万菱信乐成混合A [1] - Compared to the previous quarter, the total institutional holding percentage decreased by 0.69 percentage points [1] Group 2: Public Fund Disclosure - During this reporting period, one new public fund was disclosed, which is 申万菱信乐成混合A [1]