东吴证券股份有限公司 关于 苏州瑞可达连接系统股份有限公司 向不特定对象发行可转换公司债券 并在科创板上市 之 发行保荐书 保荐机构（主承销商） （注册地址：苏州工业园区星阳街 5 号） 3-1-1 声 明 东吴证券股份有限公司及其保荐代表人根据《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》"）《证券 发行上市保荐业务管理办法》《上市公司证券发行注册管理办法》（以下简称 "《注册管理办法》"）《上海证券交易所科创板股票上市规则》等有关法律、法 规和中国证券监督管理委员会（以下简称"中国证监会"）、上海证券交易所 （以下简称"上交所"）的有关规定，诚实守信，勤勉尽责，严格按照依法制订 的业务规则、行业执业规范和道德准则出具本发行保荐书，并保证所出具文件 的真实性、准确性和完整性。 如无特别说明，本发行保荐书中的简称或名词的释义与《苏州瑞可达连接 系统股份有限公司向不特定对象发行可转换公司债券募集说明书》中的含义相 同。 3-1-2 | 目 录 3 | | --- | | 第一节 本次证券发行基本情况 4 | | 一、本次证券发行保荐机构名称 4 | | 二、保 ...

财务报告 6-1 发行人最近三年的财务报告及其审计报告以及最近一期的 序号 文件名称 页码 1 苏州瑞可达连接系统股份有限公司 2022 年审计报告 6-1-1 至 6-1-129 2 苏州瑞可达连接系统股份有限公司 2023 年审计报告 6-1-130 至 6-1-270 3 苏州瑞可达连接系统股份有限公司 2024 年审计报告 6-1-271 至 6-1-406 4 苏州瑞可达连接系统股份有限公司 2025 年一季度财务报表 6-1-407 至 6-1-416 审计报告 苏州瑞可达连接系统股份有限公司 容诚审字[2023]230Z0382 号 容诚会计师事务所(特殊普通合伙) 中国·北京 6-1-1 目 录 | 序号 | 内 容 | 页码 | | | --- | --- | --- | --- | | 1 | 审计报告 | 1-6 | | | 2 | 合并资产负债表 | 7 | | | 3 | 合并利润表 | 8 | | | 4 | 合并现金流量表 | 9 | | | 5 | 合并所有者权益变动表 | 10- | 11 | | 6 | 母公司资产负债表 | 12 | | | 7 | 母公司利润表 | 13 ...

Investment Rating - The industry investment rating is optimistic (maintained) [1] Core Insights - The report highlights that copper interconnect technology has become a key factor in enhancing data center performance, with a growing market share due to its low cost and low power consumption advantages in short-distance connections [4][13] - The demand for high-speed copper cables is significantly driven by the AI boom, particularly with the increasing computational needs of data centers and the adoption of NVIDIA's GB200 solutions [22][41] - The report emphasizes the rapid growth of the AEC (Active Electrical Cable) sector, which is expected to achieve a compound annual growth rate (CAGR) of 45% from 2023 to 2028, indicating a robust market opportunity [26][84] Summary by Sections Section 1: Copper Interconnect Technology - Copper interconnect technology is crucial for improving data center performance, with various connection solutions available [13] - The report discusses the advantages of copper cables over fiber optics in specific applications, particularly in short-distance connections within data centers [17][18] Section 2: AI and Copper Cable Demand - The rise of generative AI models like ChatGPT has led to an exponential increase in computational power requirements, driving demand for copper interconnect solutions [22][29] - NVIDIA's GB200 architecture utilizes copper interconnects extensively, enhancing performance and reducing power consumption compared to previous solutions [41][50] Section 3: Data Center Growth and Copper Demand - Global data center energy consumption is projected to rise significantly, with copper interconnects offering low power consumption advantages [60][67] - The report notes that the increasing operational costs of data centers necessitate efficient transmission solutions, where copper interconnects provide a cost-effective alternative [63][67] Section 4: High-Speed Copper Cable Market - The high-speed copper cable market is characterized by strong internal and external demand, with diverse application scenarios [75][76] - The AEC supply chain is detailed, highlighting the importance of upstream components like chips and cables, and the involvement of major players in the industry [88][89] Section 5: Investment Recommendations - The report suggests focusing on leading companies in the copper cable connector industry, including Huafeng Technology, Ruikeda, and Lixun Precision, among others, which are well-positioned to benefit from the growing demand [6][75]

Core Viewpoint - The rapid growth of the battery swapping connector market is driven by the increasing popularity of the battery swapping model in the electric vehicle sector, with the market expected to reach 5 billion yuan in 2024, a year-on-year increase of 35.7%, and further grow to approximately 6.42 billion yuan in 2025 [1][15][22]. Industry Overview - Battery swapping connectors are high-voltage connectors that facilitate the rapid transfer of energy and data signals from battery swapping station equipment to electric vehicle battery packs, ensuring stable and reliable connections during the battery swapping process [3][11]. - The battery swapping connector market in China is experiencing significant growth, with applications extending beyond passenger and commercial vehicles to energy and industrial sectors [1][15]. Market Size and Growth - The market size of the battery swapping connector industry in China is projected to reach 5 billion yuan in 2024, reflecting a 35.7% year-on-year increase, and is expected to grow to around 6.42 billion yuan by 2025 [1][15]. - The demand for battery swapping connectors is anticipated to continue rising due to the increasing number of battery swapping stations, which are expected to reach 4,819 by May 2025, an increase of 376 from the end of 2024 [13][15]. Competitive Landscape - The battery swapping connector industry features competition from both international brands, such as TE Connectivity and Amphenol, and domestic brands like AVIC Optoelectronics and Yonggui Electric, with the latter gaining traction in the mid-to-high-end market [17][18]. Policy Support - The Chinese government has introduced several policies to promote the development of the battery swapping connector industry, including guidelines to enhance the resilience of the supply chain and support the construction of battery swapping stations [8][9]. Industry Chain - The battery swapping connector industry consists of an upstream segment involving raw materials like metals and plastics, a midstream segment focused on manufacturing, and a downstream segment that includes applications in battery swapping stations and electric vehicles [9][11]. Future Trends - The industry is expected to see advancements in technology and materials, with a focus on introducing new conductive materials and smart monitoring systems to enhance user experience [22][23]. - Standardization and unification of battery swapping connectors will be crucial for compatibility across different brands and models, reducing production costs and maintenance challenges [23]. - The industry will increasingly emphasize environmental sustainability by utilizing low-carbon materials and improving energy efficiency [25].

Core Insights - The report highlights the emerging opportunities in the low Earth orbit (LEO) satellite communication sector, particularly following the MWC 2025 event in Shanghai, which showcased advancements in ground infrastructure for satellite internet [5][6] - The report emphasizes the maturation of the NTN (Non-Terrestrial Network) industry chain and the expected acceleration in ground infrastructure development, driven by upcoming commercial trials of LEO satellite systems [5][6] Industry Commentary: Communication - The MWC 2025 event has spotlighted the LEO satellite internet, presenting at least three catalysts for investment opportunities in this sector [5] - The next-generation LEO constellation design is nearing maturity, with domestic projects like Qianfan, State Grid, Hongyan, and Tianqi starting to form, indicating a shift towards a mainstream NTN network architecture [5] - Major players in the 5G equipment sector, such as Huawei, ZTE, and FiberHome, are expected to benefit significantly from this transition, particularly in baseband, routing, and antenna technologies [5] - The report notes that the upcoming commercial trials of LEO satellite systems will likely lead to increased demand for ground infrastructure, including gateway station projects and related components [5][6] Investment Highlights - The AMD Helios cabinet design is set to compete with the Rubin NVL144 supernode cabinet, indicating a trend towards higher bandwidth and more efficient networking solutions [6] - The Mi400 Helios cabinet is expected to integrate 72 Mi400 GPUs, requiring extensive copper cabling and high-density connectors, which suggests a sustained demand for high-speed copper and optical modules in the coming years [6] Market Overview - The report provides a snapshot of the market performance, noting that the overall market saw mixed results, with the Shenwan Communication Index rising by 1.58% while major indices like the Shanghai Composite Index and Shenzhen Component Index experienced declines [8] - Specific sectors such as optical modules and optical cables saw significant weekly gains, indicating strong investor interest in these areas [8] Regulatory Developments: Non-Bank Financial Sector - The report discusses the introduction of the "1+6" policy measures for the Sci-Tech Innovation Board, aimed at optimizing the classification and evaluation of securities firms, which is expected to enhance the financial service ecosystem for technology innovation [9][10] - The new regulations are designed to support high-quality development and encourage differentiated operations among securities firms, fostering a competitive landscape [10]

RSM 容诚 非经常性损益鉴证报告 苏州瑞可达连接系统股份有限公司 容诚专字[2025]230Z1636 号 容诚会计师事务所(特殊普通合伙) 中国 北京 此"。 报告编码:京25 目 录 | 序号 | 内 | 容 | 页码 | | --- | --- | --- | --- | | 1 | 非经常性损益鉴证报告 | | 1-3 | | 2 | 非经常性损益明细表 | | | ck d wa ry 10 苏州瑞可达连接系统股份有限公司全体股东: 我们鉴证了后附的苏州瑞可达连接系统股份有限公司(以下简称瑞可达)管理 层编制的 2025年 1-3 月、2024年度、2023年度和 2022年度的非经常性损益明细 表。 一、对报告使用者和使用目的的限定 本报告仅供瑞可达为申请向不特定对象发行可转换公司债券之目的使用,不 得用作任何其他目的。我们同意将本报告作为瑞可达申请向不特定对象发行可转 换公司债券所必备的文件,随其他申报材料一起上报。 二、管理层的责任 按照中国证券监督管理委员会颁布的《公开发行证券的公司信息披露解释性 公告第1 号-非经常性损益(2023年修订)》的有关要求编制非经常性损益明细 表是瑞可达管理 ...

Core Viewpoint - The report details the fundraising activities and usage of funds by Suzhou Ruikeda Connection System Co., Ltd, highlighting the amounts raised, the allocation of funds, and adjustments made to investment projects due to various factors. Fundraising Overview - The company raised a total of RMB 405.54 million from its initial public offering (IPO) by issuing 27 million shares at RMB 15.02 per share, with a net amount of RMB 349.83 million after deducting issuance costs [1]. - In 2022, the company raised RMB 683 million by issuing 5.16 million shares at RMB 132.44 per share, resulting in a net amount of RMB 670.45 million after costs [2]. Fund Allocation and Usage - As of May 31, 2025, the total amount invested from the IPO funds was RMB 354.63 million, exceeding the net amount raised by RMB 4.79 million, primarily due to interest and investment income [2]. - The company has established a dedicated fund management system to ensure the proper use of raised funds, adhering to relevant regulations [3]. Fund Management Agreements - The company has signed tripartite supervision agreements with various banks and its underwriter, ensuring the establishment of special accounts for the management of raised funds [4][5]. Project Adjustments - Due to the actual net amount raised being lower than the planned investment amounts, the company adjusted the investment amounts for its projects, including the high-performance precision connector industrialization project and working capital supplementation [8][9]. - The high-performance precision connector project has faced delays due to external factors such as public health events and supply chain disruptions, leading to an extension of the project's completion date to December 2023 [10][11]. Financial Performance and Benefits - The high-performance precision connector project is expected to generate a net profit of RMB 38.78 million in its first year of operation, with a projected annual profit increase in subsequent years [14]. - The company has reported that the supplementary working capital project has improved its liquidity and operational capabilities, although specific financial benefits cannot be quantified [14]. Compliance and Reporting - The actual use of funds aligns with previously disclosed information, and there are no discrepancies noted in the reporting of fundraising activities [14].

Core Viewpoint - The report provides an independent verification of the use of previously raised funds by Suzhou Ruikeda Connection System Co., Ltd., confirming that the funds have been utilized in accordance with regulatory guidelines and accurately reflect the company's financial activities as of May 31, 2025 [1][2][3]. Fundraising Overview - The company raised a total of RMB 405.54 million from its initial public offering (IPO) by issuing 27 million shares at RMB 15.02 per share, with a net amount of RMB 349.83 million after deducting issuance costs [4][5]. - In 2022, the company raised RMB 683 million through a targeted issuance of 5.16 million shares at RMB 132.44 per share, with a net amount of RMB 670.45 million after costs [5][10]. Fund Management - The company established a dedicated fund management system to ensure the proper storage, approval, usage, and supervision of raised funds, adhering to relevant laws and regulations [6][9]. - As of May 31, 2025, the total balance of the raised funds in dedicated accounts was RMB 200.29 million [8]. Fund Utilization - The company committed to investing in two projects from the IPO funds: the high-performance precision connector industrialization project and working capital supplementation, with a total investment of RMB 484.07 million [9][10]. - Adjustments were made to the investment amounts due to the actual net amount raised being lower than initially planned, with the total investment for the high-performance precision connector project reaching RMB 354.63 million, exceeding the net amount raised by RMB 4.79 million due to interest and investment income [9][11]. Project Adjustments and Delays - The company announced delays in project timelines due to external factors such as public health events and supply chain disruptions, with the high-performance precision connector project now expected to be operational by December 2023 [11][12]. - Adjustments to the investment amounts for the 2022 targeted issuance projects were also made, with the total planned investment reduced to RMB 670.45 million [10][13]. Financial Performance and Impact - The company reported that the supplementary working capital project has positively impacted its operational capabilities, although specific financial benefits cannot be quantified [14]. - There were no discrepancies between the actual use of funds and previously disclosed information in regular reports [15].

Group 1 - The legal opinion letter confirms the legality of the convening and holding procedures of the 2025 Second Extraordinary General Meeting of Suzhou Ruikeda Connection Systems Co., Ltd [1][5] - The meeting was convened by the company's board of directors and publicly announced on June 4, 2025, detailing the time, location, and agenda [2][3] - A total of 139 shareholders participated in the meeting, representing 82,686,242 shares, which accounts for 40.3802% of the company's total voting shares [4] Group 2 - The meeting utilized a combination of on-site and online voting methods, with online voting conducted on the day of the meeting from 9:15 to 9:25 [3] - The meeting passed the proposal to change the registered capital and amend the company's articles of association, with 82,660,443 shares in favor, representing a significant majority [4][5] - The voting results were verified and confirmed to comply with relevant laws, regulations, and the company's articles of association [5]

Group 1 - The independent directors of Suzhou Ruikeda Connection Systems Co., Ltd. held a meeting on June 20, 2025, where all three members were present and the meeting complied with relevant laws and regulations [1] - The report on the use of previously raised funds was approved, confirming that the funds were used in accordance with regulations and there were no violations [1] - The report was verified by Yongcheng Accounting Firm, which issued a special verification report on the use of the funds [1] Group 2 - The company prepared a detailed report on non-recurring gains and losses for the periods of Q1 2025, 2024, 2023, and 2022, which accurately reflects the financial situation and complies with relevant laws [2] - Yongcheng Accounting Firm also verified the non-recurring gains and losses report, issuing a verification report for the company [2] - The proposal regarding the non-recurring gains and losses verification report was unanimously approved by the independent directors [2]