证券代码：002527 证券简称：新时达 公告编号：临2025-064 上海新时达电气股份有限公司 2025年半年度业绩预告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述 或重大遗漏。 一、本期业绩预计情况 扭亏为盈 同向上升 同向下降 | 项 目 | 本报告期 | 上年同期 | | | --- | --- | --- | --- | | 归属于上市公司股东的净利润 | 盈利：155 万元–230 万元 | 亏损：1,875.05 | 万元 | | | 扭亏为盈 | | | | 扣除非经常性损益后的净利润 | 亏损：1,525.35 万元–1,600.35 万元 | 亏损：3,232.34 | 万元 | | | 比上年同期减亏：50.49%-52.81% | | | | 基本每股收益 | 盈利：0.0023 元/股–0.0035 元/股 | 亏损：0.0284 | 元/股 | 二、与会计师事务所沟通情况 （一）业绩预告期间 2025 年 1 月 1 日至 2025 年 6 月 30 日 （二）业绩预告情况 预计净利润为正值且属于下列情形之一： 本次业绩预告是公司财务部门初 ...

Core Viewpoint - The humanoid robot industry is entering a new phase of vigorous development, with increased collaboration among industry chain enterprises and a focus on application scenarios [4] Group 1: Market Performance - The Shanghai Composite Index stabilized above 3500 points, with the robotics sector leading the gains, particularly the robotics industry ETF (159551), which rose over 1.2% [1] - The robotics industry ETF (159551) has seen its fund shares increase by over 116% year-to-date as of May 23, 2025, outperforming the Shanghai and Shenzhen 300 Index with an annualized increase of 24.22% since the beginning of the year [5] Group 2: Strategic Collaborations - Beijing Humanoid Robot Innovation Center and Li Ning (China) Sports Goods Co., Ltd. signed a strategic cooperation agreement to establish the first national humanoid robot sports science joint laboratory, focusing on cutting-edge theories and key technologies in humanoid robot sports science [3] - Companies like UBTECH and Kepler have established strategic partnerships with upstream and downstream enterprises in the industry chain to accelerate commercialization [4] Group 3: Investment Trends - There has been a surge of investment into the humanoid robot sector, with multiple venture capital firms and private equity funds accelerating their investments since June, and various cities increasing fiscal support to guide more funds into key areas of humanoid robotics [3] - The humanoid robot industry is seeing significant interest from large companies, with NVIDIA and Foxconn collaborating to establish humanoid robot production scenarios, aiming for production by 2026 [4] Group 4: Industry Challenges - Despite the accelerated commercialization process, there are uncertainties regarding the iteration of core components and the accumulation of general scenario training data, which may impact the sector's performance [4]

Core Viewpoint - The acquisition of Shanghai New Times Electric Co., Ltd. by Haier for over 2.5 billion yuan is aimed at enhancing Haier's hardware capabilities within the context of building the COSMOPlat industrial internet ecosystem [2][5]. Group 1: Acquisition Rationale - Haier's strategic investment in New Times is part of its transition from a home appliance manufacturer to an industrial ecosystem builder, focusing on industrial automation and domestic substitution strategies [3][5]. - New Times has significant technological expertise in industrial automation hardware, which will complement Haier's existing software capabilities on the COSMOPlat platform [3][6]. - The acquisition is expected to help both companies break industry barriers and reshape the competitive landscape of the industrial internet sector through a differentiated approach of hardware integration and software ecosystem collaboration [3][10]. Group 2: Financial Context - New Times has faced financial challenges, reporting cumulative losses exceeding 1.7 billion yuan over the past three years, with revenues of 3.097 billion yuan, 3.387 billion yuan, and 3.357 billion yuan from 2022 to 2024 [12][14]. - The acquisition provides New Times with much-needed financial support and access to Haier's global market channels and international R&D resources [10][12]. Group 3: Integration Strategy - Haier plans to integrate New Times through three main dimensions: strategic positioning, supply chain collaboration, and technological fusion [12][14]. - The initial focus will be on redefining New Times as an "industrial automation solution service provider" and implementing Haier's "user-centric" management model to enhance operational efficiency [14][15]. - Haier aims to leverage its procurement and manufacturing advantages to optimize New Times' cost structure and improve operational efficiency [15]. Group 4: Industry Context - The Chinese industrial internet market is projected to reach 1.48625 trillion yuan by 2026, indicating a significant growth opportunity for companies like Haier and New Times [8]. - The acquisition aligns with Haier's broader strategy to establish a digital economy ecosystem, emphasizing the importance of integrating artificial intelligence and robotics into various applications [20][22]. - Haier's dual focus on industrial and household robotics positions it competitively against other major players in the market, such as Midea and Gree, who are also pursuing differentiated strategies in the robotics sector [22][23].

Core Viewpoint - Haier Group has completed the strategic acquisition of a 10% stake in New Timesda, marking its entry into the industrial internet ecosystem through Haier Kaos [1][5] Group 1: Acquisition Details - Haier Kaos acquired 10% of New Timesda's shares for approximately 1.3 billion yuan, gaining 19.24% voting rights, making it the controlling shareholder [1] - Haier plans to invest over 1.2 billion yuan in New Timesda's targeted capital increase project to strengthen its control [1] Group 2: New Timesda's Strengths - New Timesda has a 30-year history and is a leader in industrial automation, with a strong presence in elevator systems and robotics [2] - The company ranks second globally in elevator controller shipments and fourth in SCARA robot shipments, showcasing its market position [2] Group 3: Technological Capabilities - New Timesda's control technology is categorized into four levels: hardware design, operating systems, algorithms, and application software, with a strong emphasis on proprietary development [3] - The company has a deep understanding of control technology, which is crucial for the upcoming AI-driven transformation in manufacturing [3][4] Group 4: Future Outlook - New Timesda aims to lead the "brain-driven" product transformation in the era of embodied intelligence, focusing on control technology [4] - The collaboration between Haier and New Timesda is expected to enhance the competitive edge in smart manufacturing and support the digital transformation of various industries [5]

Group 1 - The robotics sector is becoming a new battleground for major corporations, driven by multiple favorable factors [2] - Haier Group has successfully completed the strategic acquisition of Shanghai New Times Electric Co., Ltd., marking the conclusion of a highly anticipated industrial robot acquisition [3] - Approximately 20 automotive companies, including Tesla, SAIC, Xiaomi, and Chery, are actively entering the humanoid robotics field [2][5] Group 2 - Haier's acquisition gives it a 29.24% voting control in New Times, positioning Haier as the actual controller of the company [3] - Haier aims to accelerate its industrial internet ecosystem and enhance its capabilities in automation and robotics through this acquisition [3] - Haier has established a robotics division to focus on both industrial and domestic service robots, indicating a broader strategy in the robotics market [4] Group 3 - Recent funding rounds in the humanoid robotics sector have seen significant investments, with a reported 20 financing events in May totaling approximately 3.5 billion yuan, reflecting a 106.06% month-over-month increase and a 2594.62% year-over-year increase [6] - The automotive industry is leveraging its existing production advantages and supply chain resources to accelerate the commercialization of humanoid robots [7] - Companies like SAIC are making strategic investments in humanoid robotics, recognizing the synergy between the automotive and robotics industries [7] Group 4 - The household market is another promising application area for humanoid robots, with home appliance companies looking to upgrade their business structures through robotics [8] - Despite the optimistic outlook for humanoid robot commercialization, challenges such as motion control technology limitations and cost management remain [8]

Overview of the Transaction - The actual controllers of Shanghai Xinshi Electric Co., Ltd., including Ji Defa, Liu Liping, and Ji Yi, signed a share transfer agreement with Qingdao Haier Kaos Industrial Intelligence Co., Ltd. to transfer 66,306,129 shares, representing 10.00% of the company's total share capital [1][5] - The share transfer was completed on June 24, 2025, with the relevant registration procedures finalized [3][5] Changes in Shareholding Structure - After the completion of the share transfer, Haier Kaos Industrial Intelligence will hold 66,306,129 shares (10.00%) and a total of 193,889,698 shares (29.24%) of voting rights, making it the controlling shareholder of the company [5][6] - The shareholding structure before and after the transaction shows a decrease in the holdings of Ji Defa, Liu Liping, and Ji Yi, while Haier Kaos Industrial Intelligence's holdings increased significantly [5][6] Future Commitments and Conditions - Haier Kaos Industrial Intelligence has committed not to transfer the shares acquired through this agreement for 18 months from the completion date [6][7] - The issuance of new shares to specific investors is subject to approval from the company's shareholders and regulatory bodies, which introduces some uncertainty regarding the completion of this issuance [7][8]

Core Viewpoint - The company, Shanghai STEP Electric Corporation, is proposing amendments to its Articles of Association to align with legal regulations and its operational needs, which will be submitted for shareholder approval [1][2][3]. Summary by Sections Company Articles Revision - The company intends to revise its Articles of Association to ensure compliance with the Company Law, Securities Law, and other relevant regulations [1][2]. - The amendments include changes to the governance structure, responsibilities of the legal representative, and shareholder rights [6][8][9]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights such as profit distribution, participation in meetings, and the ability to supervise company operations [13][34]. - Shareholders must adhere to legal obligations, including timely payment of capital and not abusing their rights to harm the company or other shareholders [20][22]. Corporate Governance - The company’s governance structure includes provisions for the election and replacement of directors and supervisors, as well as the approval of significant corporate actions by the shareholders [46][47]. - The Articles stipulate that any amendments or significant decisions require a majority vote from shareholders [27][28]. Financial and Operational Guidelines - The company’s operational scope includes the production and sale of electrical control equipment and related services, with provisions for capital increases and stock issuance [10][11][12]. - The company must disclose any significant transactions and ensure that all financial activities comply with regulatory requirements [26][27].

Core Viewpoint - The company establishes a comprehensive social responsibility system to promote sustainable development and harmonize its operations with societal interests [2][3]. Group 1: General Principles - The company aims to implement the scientific development concept and contribute to a harmonious society while fulfilling its social responsibilities [2]. - Social responsibility encompasses obligations to various stakeholders, including shareholders, creditors, employees, customers, suppliers, and the community [2]. - The company commits to protecting the legitimate rights of stakeholders while pursuing economic benefits and shareholder interests [2][3]. Group 2: Protection of Shareholder and Creditor Rights - The company will enhance its governance structure to ensure fair treatment of all shareholders and protect their legal rights [6]. - Shareholder meetings will be scheduled at convenient times and locations, with online voting options to increase participation [7]. - The company will adhere to information disclosure obligations and ensure equitable treatment of all investors [8][9]. Group 3: Employee Rights Protection - The company will comply with labor laws to protect employee rights and establish a fair human resource management system [12]. - It will ensure a safe and healthy working environment, providing necessary training and support for employees [14][15]. - The company will not discriminate against employees based on various personal characteristics and will support their professional development [16][17]. Group 4: Protection of Suppliers, Customers, and Consumers - The company will engage in honest dealings with suppliers, customers, and consumers, avoiding false advertising and ensuring product safety [19][20]. - It will maintain confidentiality of personal information and provide quality after-sales service [24][25]. Group 5: Environmental Protection and Sustainable Development - The company is committed to building a resource-saving society and enhancing sustainable development capabilities through environmental management [26][27]. - It will implement measures to reduce pollution and comply with environmental regulations [29][30]. Group 6: Public Relations and Social Welfare - The company will consider community interests in its operations and participate in various social welfare activities [31][32]. - It will accept supervision from government and regulatory bodies and be responsive to public and media feedback [33]. Group 7: System Construction and Information Disclosure - The board of directors will regularly evaluate the implementation of the social responsibility system and publish a social responsibility report alongside the annual report [34][35].

General Principles - The purpose of the system is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate interests of shareholders and creditors, especially minority investors [1] - The system is based on relevant laws and regulations, including the Company Law, Securities Law, and Shenzhen Stock Exchange Listing Rules [1] Related Parties and Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must report related party information to the Shenzhen Stock Exchange in a timely manner [2] Types of Related Party Transactions - The types of transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may lead to resource or obligation transfers [3] Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, openness, and equity [6] - Pricing for related party transactions should be disclosed adequately and should not deviate from market prices [6] - Independent directors must assess whether the transactions harm the company's interests and may hire professional evaluators if necessary [6] Approval Process - The general manager can approve transactions below 300,000 RMB with related natural persons and below 3 million RMB with related legal entities, provided they do not exceed 0.5% of the latest audited net assets [6][12] - Transactions exceeding these thresholds require board approval and, in some cases, shareholder approval [7][12] Disclosure Requirements - The company must disclose related party transactions according to the rules set by the Shenzhen Stock Exchange, including details about the transaction agreements and pricing [15][16] - Annual reports must summarize the actual performance of related party transactions [10] Exemptions from Approval and Disclosure - Certain transactions, such as those related to daily operations or those involving cash contributions, may be exempt from the usual approval and disclosure requirements [18] Implementation and Interpretation - The board and management are responsible for implementing approved related party transactions, and any changes to the agreements must be approved by the original approving body [14] - The system will take effect upon approval by the shareholders' meeting, replacing the previous management measures [19]

Core Viewpoint - The internal reporting system for significant events at Shanghai New Times Electric Co., Ltd. is established to ensure timely, truthful, accurate, and complete disclosure of major information, in compliance with relevant laws and regulations [1][2]. Group 1: Internal Reporting Responsibilities - The internal reporting system applies to the company, subsidiaries, and affiliated companies, requiring immediate reporting of significant events that may impact the trading price of the company's securities [1]. - Key personnel responsible for reporting include company directors, senior management, department heads, and relevant personnel from subsidiaries and affiliated companies [1][2]. - Major shareholders holding more than 5% of shares also have the obligation to report significant information to the board of directors and the board secretary [2]. Group 2: Scope of Major Events - Major events requiring reporting include significant transactions with related parties exceeding 300,000 yuan for legal entities and 30,000 yuan for individuals, as well as major lawsuits or arbitration exceeding 10 million yuan [4]. - Other significant events include asset purchases, sales, external investments, financial assistance, guarantees, and major operational changes that could affect the company's stock price [4][5]. Group 3: Reporting Procedures - Upon becoming aware of significant information, responsible personnel must report to the board of directors and the board secretary immediately, ensuring confidentiality [7][8]. - The board secretary is responsible for organizing information disclosure and must communicate with management regarding the reporting of significant information [10][12]. Group 4: Management and Training - The board secretary's office is tasked with managing and coordinating the internal reporting of significant information, ensuring compliance with the reporting obligations [10][11]. - Regular training and communication are provided to personnel responsible for reporting to ensure adherence to the internal reporting system [12][13].