证券代码：688377 证券简称：迪威尔 公告编号：2025-033 南京迪威尔高端制造股份有限公司 2025年第二次临时股东会决议公告 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 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 11 月 18 日 （二） 股东会召开的地点：江苏省南京市江北新区迪西路 8 号公司三楼 1 号会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及其持 有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 68 | | --- | --- | | 普通股股东人数 | 68 | | 2、出席会议的股东所持有的表决权数量 | 96,916,719 | | 普通股股东所持有表决权数量 | 96,916,719 | | 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例 | 49.9687 | | （%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 49. 9687 | ...

致：南京迪威尔高端制造股份有限公司（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 年第二次临时股东会（以下简称"本次会议"）。 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 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《南京迪威尔高 端制造股份有限公司章程》（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，出具本法 律意见书。 北京国枫（南京）律师事务所 关于南京迪威尔高端制造股份有限公司 2025 年第二次临时股东会的 法律意见书 国枫律股 ...

Group 1 - The stock of Diwei fell by 5.06% on November 18, trading at 37.50 CNY per share, with a total market capitalization of 7.3 billion CNY [1] - Diwei is located in Nanjing, Jiangsu Province, and specializes in the research, production, and sales of oil and gas equipment components [1] Group 2 - Tianhong Fund holds a significant position in Diwei, with its Tianhong Selected Mixed A Fund maintaining 1 million shares, representing 4.9% of the fund's net value [2] - The Tianhong Selected Mixed A Fund has a total scale of 544 million CNY and has achieved a year-to-date return of 24.26% [2] - The fund manager, Jia Teng, has been in charge for 6 years and 273 days, with the best return during his tenure being 42.86% [2]

Group 1 - The stock price of Diwei Er fell by 5.07% to 40.84 CNY per share, with a trading volume of 66.82 million CNY and a turnover rate of 0.82%, resulting in a total market capitalization of 7.95 billion CNY [1] - Diwei Er, established on August 19, 2009, and listed on July 8, 2020, is located in Jiangbei New District, Nanjing, Jiangsu Province, and specializes in the research, production, and sales of oil and gas equipment components [1] Group 2 - Ping An Fund holds a significant position in Diwei Er, with the Ping An Research Selected Mixed A Fund (021576) owning 23,200 shares, accounting for 8.25% of the fund's net value, making it the third-largest holding [2] - The Ping An Research Selected Mixed A Fund has a total scale of 1.9294 million CNY and has achieved a year-to-date return of 41.67%, ranking 1598 out of 8145 in its category [2] Group 3 - The fund manager of Ping An Research Selected Mixed A is Zhang Xiaoqian, who has been in the position for 9 years and 291 days, with a total asset scale of 2.583 billion CNY and a best fund return of 258.45% during his tenure [3] - Co-manager Zhang Yinxian has been in the role for 2 years and 22 days, managing assets of 2.388 billion CNY, with a best fund return of 87.82% during his tenure [3]

Core Viewpoint - The stock of Diwei Er experienced a decline of 2.07% on November 12, trading at 42.60 yuan per share, with a market capitalization of 8.293 billion yuan. The company has seen a significant increase in stock price year-to-date, with a rise of 122.57% [1]. Group 1: Stock Performance - As of November 12, Diwei Er's stock price is 42.60 yuan per share, with a trading volume of 23.1575 million yuan and a turnover rate of 0.28% [1]. - The stock has increased by 122.57% year-to-date, with a slight decline of 0.70% over the last five trading days, a rise of 13.48% over the last 20 days, and an increase of 38.90% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to September 2025, Diwei Er achieved an operating income of 873 million yuan, representing a year-on-year growth of 9.86%. The net profit attributable to shareholders was 89.715 million yuan, reflecting a year-on-year increase of 40.59% [1]. - Since its A-share listing, Diwei Er has distributed a total of 134 million yuan in dividends, with 103 million yuan distributed over the past three years [2]. Group 3: Shareholder Information - As of September 30, 2025, Diwei Er had 4,884 shareholders, an increase of 8.53% from the previous period. The average number of circulating shares per shareholder was 39,858, a decrease of 7.86% [1]. - Among the top ten circulating shareholders, the Noan Pioneer Mixed A fund holds 8.7888 million shares, remaining unchanged from the previous period, while the Fortune Tianhui Growth Mixed A/B fund increased its holdings by 253,000 shares to 3.8007 million shares [2].

2025 年第二次临时股东会会议资料 证券代码：688377 证券简称：迪威尔 南京迪威尔高端制造股份有限公司 2025年第二次临时股东会会议资料 二〇二五年十一月 2025 年第二次临时股东会会议资料 2025 年第二次临时股东会会议资料 目录 | 2025 年第二次临时股东会会议须知 2 | | | --- | --- | | 年第二次临时股东会表决办法说明 2025 3 | | | 2025 年第二次临时股东会会议议程 4 | | | 年第二次临时股东会会议议案 2025 | | | 议案一：关于公司符合向不特定对象发行可转换公司债券条件的议案 5 | | | 议案二：关于公司向不特定对象发行可转换公司债券方案的议案 6 | | | 议案三：关于公司向不特定对象发行可转换公司债券预案的议案 | 18 | | 议案四：关于公司向不特定对象发行可转换公司债券的论证分析报告的议案 | 19 | | 议案五：关于公司向不特定对象发行可转换公司债券募集资金使用的可行性分析 | | | 报告的议案 20 | | | 议案六：关于公司前次募集资金使用情况的专项报告的议案 | 21 | | 议案七：关于公司向不特定对象 ...

Core Points - The stock price of Diwei Er increased by 2.28% on November 11, reaching 44.79 CNY per share, with a market capitalization of 8.719 billion CNY [1] - Diwei Er's stock has risen 134.01% year-to-date, with a 9.24% increase over the last five trading days and a 21.71% increase over the last 20 days [1] Financial Performance - For the period from January to September 2025, Diwei Er achieved a revenue of 873 million CNY, representing a year-on-year growth of 9.86%, and a net profit attributable to shareholders of 89.715 million CNY, up 40.59% year-on-year [2] - The company has distributed a total of 134 million CNY in dividends since its A-share listing, with 103 million CNY distributed over the past three years [2] Shareholder Information - As of September 30, 2025, Diwei Er had 4,884 shareholders, an increase of 8.53% from the previous period, with an average of 39,858 circulating shares per shareholder, down 7.86% [2] - Notable institutional shareholders include Noan Pioneer Mixed A, holding 8.7888 million shares, and Fu Guo Tian Hui Growth Mixed A/B, which increased its holdings by 25,300 shares [2]

Group 1 - The core point of the news is that Diwei Er's stock price increased by 5.05% to 43.07 CNY per share, with a total market capitalization of 8.384 billion CNY as of the report date [1] - Diwei Er, established on August 19, 2009, is located in Jiangbei New District, Nanjing, Jiangsu Province, and specializes in the research, production, and sales of oil and gas equipment components [1] Group 2 - According to data, a fund under招商基金 holds a significant position in Diwei Er, with 招商增浩混合A (009718) owning 7,704 shares, representing 0.5% of the fund's net value, making it the eighth largest holding [2] - 招商增浩混合A (009718) has a total asset size of 1380.93 million CNY, with a year-to-date return of 6% and a one-year return of 8.58% [2] Group 3 - The fund managers of 招商增浩混合A (009718) are Yao Feijun and Lin Shu, with Yao having a tenure of 9 years and 158 days and Lin having a tenure of 2 years and 103 days [3] - Yao Feijun's best fund return during his tenure is 70.9%, while Lin Shu's best return is 11.28% [3]

Core Viewpoint - Diweier is a leading company in the domestic oil and gas equipment sector, specializing in the research, production, and sales of related products, with strong technical capabilities and market competitiveness [1] Business Performance - In Q3 2025, Diweier achieved a revenue of 873 million yuan, ranking 30th among 58 companies in the industry, while the industry leader Zhongchuangzhiling reported a revenue of 30.745 billion yuan [2] - The net profit for the same period was approximately 89.71 million yuan, placing the company 23rd in the industry, with the top performer reporting a net profit of 3.705 billion yuan [2] Financial Ratios - As of Q3 2025, Diweier's debt-to-asset ratio was 34.26%, an increase from 31.63% year-on-year, but still below the industry average of 46.18%, indicating relatively low financial risk [3] - The gross profit margin for the period was 21.79%, up from 18.99% year-on-year, yet still below the industry average of 26.77% [3] Executive Compensation - The chairman and general manager, Zhang Li, received a salary of 1.392 million yuan in 2024, an increase of 216,000 yuan from 2023 [4] Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 8.53% to 4,884, while the average number of circulating A-shares held per shareholder decreased by 7.86% to 39,900 [5] - Notable shareholders include Noan Pioneer Mixed A and Fuguo Tianhui Growth Mixed A/B, with the latter increasing its holdings by 253,000 shares [5] Future Outlook - Analysts expect Diweier's performance to continue improving, driven by the growth of deep-sea orders and the completion of the "Precision Manufacturing Project for Key Components of Oil and Gas Equipment," which has received initial customer certification and small orders [5][6] - The company is projected to achieve net profits of 138 million yuan, 203 million yuan, and 261 million yuan for 2025, 2026, and 2027, respectively, with a target price of 38.50 yuan based on a 50x PE ratio for 2025 [6]

Core Viewpoint - The company Diwei (688377.SH) has announced a plan to issue convertible bonds to unspecified investors, with the total amount not exceeding RMB 907.70 million, aimed at funding precision manufacturing projects for deep-sea pressure components and key parts for industrial gas turbines [1][2]. Group 1: Convertible Bond Issuance - The convertible bonds will be issued at a face value of RMB 100.00 each, with a term of six years from the issuance date [1]. - The initial conversion price will be determined based on the average trading price of the company's stock over the 20 trading days prior to the announcement [1]. - The issuance will be prioritized for existing shareholders, who have the right to waive their allocation [3]. Group 2: Fund Allocation - The total investment for the projects is RMB 930.88 million, with the funds raised from the bond issuance allocated as follows: - RMB 282.65 million for the deep-sea pressure components precision manufacturing project - RMB 625.05 million for the industrial gas turbine key components precision manufacturing project [2][3]. Group 3: Financial Performance - For the third quarter of 2025, the company reported revenue of RMB 310 million, a year-on-year increase of 33.94%, and a net profit attributable to shareholders of RMB 38.19 million, up 359.71% [9]. - Year-to-date revenue reached RMB 873 million, reflecting a 9.86% increase, with a net profit of RMB 89.71 million, a 40.59% rise [9].