南京市鼓楼区集庆门大街 270 号苏宁环球国际中心 43 层 电话：025-85803866 传真：025-85803680 邮编：210003 北京国枫（南京）律师事务所 关于南京国博电子股份有限公司 2025 年第一次临时股东大会的 法律意见书 国枫律股字[2025]H0042 号 致：南京国博电子股份有限公司（贵公司） 北京国枫（南京）律师事务所（以下简称"本所"）接受贵公司的委托，指派律师 出席并见证贵公司 2025 年第一次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称 "《股东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证 券法律业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简 称"《证券法律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《南 京国博电子股份有限公司章程》（以下简称"《公司章程》"）的规定，就本次会议的 召集与召开程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等事宜， 出具 ...

Group 1: Commercial Aerospace Industry - The top-level design of commercial aerospace is continuously strengthened, with policies leading to the release of industrial innovation potential. The demand for satellite networking is exploding, and new supply and technology are helping to break development bottlenecks, indicating a positive outlook for low-cost, high-reliability, and large-scale development in the commercial aerospace industry [1][2][4]. - The commercial aerospace industry chain is accelerating its improvement, driven by both supply and demand. China has a complete industry chain from high-end manufacturing to application scenarios, with the global commercial aerospace market size reaching $480 billion. In 2024, China's investment and financing in the commercial aerospace sector is expected to account for 24% of the global total [3][4]. - The demand for satellite networking is surging, with multiple satellite constellations being launched rapidly. The "Long March" series rockets are the main force, and several private rocket companies are expected to become significant contributors to launch capacity [4][5]. Group 2: Company Analysis - GuoBo Electronics - GuoBo Electronics experienced a decline in performance in the first half of 2025 due to revenue confirmation delays in traditional sectors, but achieved significant growth in Q2 with a revenue of 720 million yuan, marking a year-on-year increase of 18.23% and a quarter-on-quarter increase of 105.84% [11][13]. - The company is focusing on the low-orbit satellite and commercial aerospace sectors, with multiple T/R component products already delivered to customers, indicating a new growth point for the company [11][14]. - The company has improved production efficiency and reduced costs through lean manufacturing management and automation, ensuring stable growth in profitability, with a gross margin of 39.11% in the first half of 2025 [13][14]. Group 3: Company Analysis - Enhua Pharmaceutical - Enhua Pharmaceutical is a leading domestic enterprise in the field of controlled substances, with a high barrier to entry in its sector. The impact of centralized procurement is expected to bottom out, and the company is focusing on the gradual realization of innovative results [15][17]. - In the first half of 2025, the company achieved a revenue of 3.01 billion yuan, a year-on-year increase of 8.93%, and a net profit of 700 million yuan, a year-on-year increase of 11.38% [16][17]. - The company is actively developing multiple innovative drugs in the central nervous system field, which is expected to drive a second growth curve for the company [18].

Investment Rating - The investment rating for the company is "Accumulate" with a target price of 90.00 CNY, while the current price is 76.10 CNY [5]. Core Insights - The company experienced a decline in performance in the first half of 2025 due to delays in revenue recognition in traditional sectors, but achieved significant growth in Q2, with a notable increase in gross and net profit margins. The company has made substantial progress in the low Earth orbit satellite and commercial aerospace sectors, with multiple T/R component products beginning to be delivered to customers [2][11]. Financial Summary - Total revenue for 2023 is projected at 3.6 billion CNY, with a decrease to 2.6 billion CNY in 2024, followed by a recovery to 2.8 billion CNY in 2025, and further growth to 3.2 billion CNY in 2026 and 3.7 billion CNY in 2027. The net profit attributable to the parent company is expected to be 600 million CNY in 2025, increasing to 800 million CNY by 2027 [4][12]. - The gross profit margin for the first half of 2025 is reported at 39.11%, an increase of 3.97 percentage points year-on-year, while the net profit margin is at 18.81%, showing a slight increase of 0.04 percentage points year-on-year [11]. Segment Performance - In the first half of 2025, the T/R component segment saw a year-on-year decline of 19.27%, while the RF chip business revenue was 91 million CNY, reflecting a year-on-year increase of 3.72%. Other chip business revenue was 22 million CNY, down 18.42% year-on-year [11]. Market Position and Growth Drivers - The company is positioned as a leader in the active phased array T/R component sector, focusing on high-frequency and high-density applications. It has successfully expanded its market presence in low Earth orbit satellites and commercial aerospace, with several products already delivered to customers, marking a new growth point for the company [11]. - The company has also made significant advancements in RF integrated circuits, achieving large-scale supply in the domestic 4G and 5G mobile communication sectors, and is beginning to establish a comprehensive product line for satellite communication and sensing systems [11]. Valuation and Comparables - The report suggests a valuation based on a 90 times price-to-earnings ratio for 2025, aligning with the average valuation of comparable companies in the industry [11][13].

Market Performance - The military electronics sector rose by 3.2% on September 11, with Jin Xin Nuo leading the gains [1] - The Shanghai Composite Index closed at 3875.31, up 1.65%, while the Shenzhen Component Index closed at 12979.89, up 3.36% [1] Key Stocks in Military Electronics Sector - Jin Xin Nuo (300252) closed at 14.40, up 20.00%, with a trading volume of 1.1628 million shares and a transaction value of 1.55 billion [1] - Guo Bo Electronics (688375) closed at 80.95, up 16.51%, with a trading volume of 57,400 shares and a transaction value of 436 million [1] - Hua Feng Technology (688629) closed at 82.36, up 8.67%, with a trading volume of 230,900 shares and a transaction value of 1.857 billion [1] - Other notable stocks include Aerospace Nanhu (688552) at 35.75 (+6.94%), and Jing Jia Wei (300474) at 77.87 (+3.52%) [1] Capital Flow Analysis - The military electronics sector saw a net inflow of 394 million from institutional investors, while retail investors experienced a net outflow of 112 million [2][3] - Jin Xin Nuo had a net inflow of 379 million from institutional investors, but a net outflow of 172 million from speculative funds [3] - Hua Feng Technology also experienced a net inflow of 201 million from institutional investors, with a net outflow of 101 million from speculative funds [3]

Group 1 - The Shanghai Stock Exchange Sci-Tech Innovation Board 50 Index (000688) has shown strong performance, with significant increases in constituent stocks such as Haiguang Information (688041) up 20.00%, Guobo Electronics (688375) up 12.48%, and Cambrian (688256) up 9.47% [1] - The Sci-Tech 50 Enhanced ETF (588460) has risen by 4.79%, with the latest price reported at 1.55 yuan [1] - Key development in the semiconductor sector includes Koyou Semiconductor's successful production of 12-inch silicon carbide ingots, marking a significant technological breakthrough in domestic semiconductor manufacturing [1] Group 2 - According to CITIC Securities, the current domestic semiconductor equipment localization rate is estimated to be around 30%, with specific equipment categories like photolithography and etching showing lower than average localization rates [2] - Domestic wafer manufacturers are progressively establishing high localization production lines, particularly in advanced storage, which is advancing more rapidly than logic [2] - The ongoing expansion of domestic storage wafer manufacturers is expected to significantly boost demand for domestic equipment and components, gradually releasing order demand [2] Group 3 - As of August 29, 2025, the top ten weighted stocks in the Sci-Tech Innovation Board 50 Index include Cambrian (688256), SMIC (688981), and Haiguang Information (688041), collectively accounting for 60.25% of the index [3] - The Sci-Tech 50 ETF Index (588040) and the Sci-Tech 50 Enhanced ETF (588460) are designed to closely track the performance of the Sci-Tech Innovation Board 50 Index [3]

Investment Rating - The report assigns a "Buy-A" investment rating to the company, with a 12-month target price of 82.42 CNY [5][8]. Core Views - The company experienced a rapid recovery in performance in Q2 2025, with revenue reaching 720 million CNY, a year-on-year increase of 18.2%, and a net profit of 144 million CNY, up 16.2% year-on-year [2]. - The company's main business segments, T/R components and RF modules, faced temporary revenue pressure, but the subsidiary Guo Microelectronics showed a revenue increase of 1.36% to 276 million CNY [3]. - The company is focusing on expanding its applications in satellite communication and sensing fields, with new products like RF chips and mobile PAs starting mass production [4]. Summary by Sections Financial Performance - In H1 2025, the company reported revenue of 1.07 billion CNY, down 17.82% year-on-year, and a net profit of 201 million CNY, also down 17.66% year-on-year [1]. - The gross margin in Q2 2025 improved by 2.6 percentage points to 37.2%, while the net margin decreased by 0.3 percentage points to 20.0% [2]. Product Segments - T/R components and RF modules generated revenue of 944 million CNY in H1 2025, down 19.27% year-on-year, while RF chips saw a revenue increase of 3.72% to 91 million CNY [3]. - The company is actively developing new technologies in the T/R component field and has begun delivering products for low-orbit satellites and commercial aerospace [4]. Future Projections - The company is projected to achieve net profits of 513 million CNY, 702 million CNY, and 898 million CNY for the years 2025, 2026, and 2027, respectively, with growth rates of 5.87%, 36.77%, and 27.96% [5]. - The average PE ratio for comparable companies is expected to be 94 and 60 times for 2025 and 2026, respectively, with the company being a leading player in the active phased array T/R components and RF modules sector [5].

Core Viewpoint - Nanjing Guobo Electronics Co., Ltd. is set to hold a half-year performance briefing on September 22, 2025, to discuss its operational results and financial status for the first half of 2025, allowing investors to engage in Q&A sessions [2][3][6]. Group 1: Event Details - The performance briefing will take place on September 22, 2025, from 15:00 to 16:00 [6][7]. - The event will be conducted in an interactive online format via the Shanghai Stock Exchange Roadshow Center [3][6]. - Investors can participate by logging into the Roadshow Center website [5][6]. Group 2: Investor Engagement - Investors can submit questions for the briefing from September 15 to September 19, 2025, by accessing the "Pre-Question Collection" section on the Roadshow Center website or via the company's email [2][8]. - The company will address commonly asked questions during the briefing [2][3]. Group 3: Contact Information - For inquiries, investors can contact Li Lantian at phone number 025-69090053 or via email at support@gbdz.net [8].

招商证券股份有限公司 关于南京国博电子股份有限公司 2025 年半年度持续督导跟踪报告 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》等有关法律、法规的规定,招商证券股份有限公司(以下简称"保荐机 构")作为南京国博电子股份有限公司(以下简称"国博电子"、"公司")持续督 导工作的保荐机构,负责国博电子上市后的持续督导工作,并出具本持续督导 跟踪报告。 一、持续督导工作情况 | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | | 建立健全并有效执行持续督导工作制度,并针对具 | 保荐机构已建立健全并有效执行 | | | | 了持续督导制度,并制定了相应 | | | 体的持续督导工作制定相应的工作计划 | 的工作计划 | | | 根据中国证监会相关规定,在持续督导工作开始 | 保荐机构已与国博电子签订《保 | | 2 | 前,与上市公司或相关当事人签署持续督导协议,明 | 荐协议》,该协议明确了双方在持 | | | 确双方在持续督导期间的权利义务,并报上海证券 | 续督导期间的权利和义务,并报 | | | 交易所备案 | 上海证券交易所备案 | ...

证券代码：688375 证券简称：国博电子 南京国博电子股份有限公司 2025 年第一次临时股东大会 会议资料 二 O 二五年九月 | | | | 2025 年第一次临时股东大会会议须知 - - | 3 | | --- | --- | | 年第一次临时股东大会会议议程 - 2025 - | 5 | | 议案一：关于取消监事会、修订《公司章程》的议案 - - | 7 | | 议案二：关于修订公司部分治理制度的议案 - - | 9 | | 议案三：关于公司使用部分超募资金永久补充流动资金的议案 - 10 - | | | 议案四：关于公司未来三年（2025 年-2027 年）股东分红回报规划的议案 - 11 - | | 南京国博电子股份有限公司 2025 年第一次临时股东大会会议资料 南京国博电子股份有限公司 2025 年第一次临时股东大会会议须知 为维护全体股东的合法权益，确保南京国博电子股份有限公司（以下简称"国博 电子"或"公司"）股东大会顺利进行，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》"）等法律法规及《南京国 博电子股份有限公司章程》（以下简 ...

证券日报网讯9月8日晚间，国博电子发布公告称，公司计划于2025年9月22日(星期一)15：00-16：00举 行2025年半年度业绩说明会。 ...