北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 junhebj@junhe.com 北京市君合律师事务所 关于广东领益智造股份有限公司 调整购买资产方案事项 相关主体买卖股票情况的自查报告 之核查意见 二零二五年十一月 | 北京总部 | 电话: (86-10) 8519-1300 | 上海分所 | 电话: (86-21) 5298-5488 | 广州分所 | 电话: (86-20) 2805-9088 | 深圳分所 | 电话: (86-755) 2939-5288 | | --- | --- | --- | --- | --- | --- | --- | --- | | | 传真: (86-10) 8519-1350 | | 传真: (86-21) 5298-5492 | | 传真: (86-20) 2805-9099 | | 传真: (86-755) 2939-5289 | | 杭州分所 | 电话: (86-571) 2689-8188 | 成都分所 | 电话: (86-28) 6739-8000 | 西安 ...

记者丨杨坪 实习生陈慧 编辑｜巫燕玲 继立讯精密、蓝思科技后，又一果链龙头赴港IPO。 近日，港交所官网显示，广东领益智造股份有限公司（以下简称"领益智造"）递交了发行H股股票并在香港联交所主板挂牌上市的申请。 作为这家近千亿市值公司的掌舵人——被称为"深圳女王"的曾芳勤，在经历近二十年来的创业生涯后，也即将收获其人生中的首个IPO。 图/ 领益智造官网 此前，领益智造登陆A股市场，主要是通过借壳上市的方式。2017年，其以207亿元借壳江粉磁材，在2018年2月获得证监会无条件通过。 七年来，领益智造营收翻了一倍，市值增长超过四倍。尤其是今年以来，公司在具身智能的布局取得了一系列进展，股价年内上涨超过60%。 根据弗若斯特沙利文资料，以2024年收入计，领益智造在全球AI终端设备高精密功能件市场行业中排名第一，在全球AI终端设备高精密智能制 造平台行业中排名第三。 对于此次港股IPO，领益智造相关人士对记者表示，募集资金将主要用于支持未来扩张和拓展跨境并购。 "以公司2030目标为指引，H股上市将为公司提供额外的筹资平台，并使公司能够获得更广泛的资金来源，以支持未来的扩张，并拓宽潜在跨境 并购的渠道。上市将 ...

近日，广东领益智造股份有限公司（下称"领益智造"，SZ:002600）递交招股书，报考在港交所主板上市。据贝多商业&贝多财经了解，领益智造是一家A股 上市公司，于2018年登陆A股资本市场，股票代码为"002600"。 特别说明的是，领益智造并非直接上市，而是"借壳"江粉磁材（全称为"广东江粉磁材股份有限公司"）。其中，江粉磁材于2011年7月15日在深圳证券交易 所主板上市，2018年被反向收购，并于2018年3月更名为"领益智造"。 早前，领益智造曾发布公告，称通过发行可转债及支付现金的方式，向常州优融汽车科技有限公司等8名交易对方购买其合计持有的江苏科达精密机械设备 有限公司（下称"江苏科达"）66.46%股权，并拟向不超过35名特定对象发行股份募集配套资金。 2025年8月，该并购计划上会审核通过。但在11月7日，领益智造则发布公告，称该公司与交易对方签署协议，向深圳证券交易所撤回原交易申请文件，并调 整原购买资产方案为现金方式收购江苏科达控制权。 对于拟对原购买资产方案进行调整的主要原因，领益智造在公告中表示，"基于当前市场环境及公司资本运作规划，为切实维护公司和广大投资者利益，经 审慎研究，公司决 ...

Core Insights - The electronic sector has significantly outperformed the market since 2025, driven by substantial capital expenditures and demand for computing power from major companies like Google, Meta, Microsoft, and Amazon, which collectively spent nearly $100 billion in Q3 2025, a year-on-year increase of approximately 70% [1] - The demand for high-end PCBs (Printed Circuit Boards) has surged due to the explosion of computing power, particularly for AI servers, which require advanced PCB designs [1] - The global PCB market is projected to approach $95 billion by 2029, with the specialized PCB market for AI and high-performance computing expected to grow at a compound annual growth rate (CAGR) exceeding 20% from 2024 to 2029 [1] Semiconductor Sector - In Q3 2025, top performers in the semiconductor sector included companies like Silan Micro with a 1109% year-on-year growth and Geke Micro with 519% [2] - The strong performance of Nvidia and Google's AI advancements indicate that the AI industry is in an accelerating growth phase, presenting opportunities in the PCB sector as it aligns with AI chip upgrades [2] PCB Sector - Companies in the PCB sector, such as Shenghong Technology and Shennan Circuit, reported significant revenue and net profit growth, reflecting the rapid increase in orders for AI servers and related equipment [1][2] - The PCB market is experiencing a transformation driven by AI, which is reshaping the value chain of the electronic industry and creating new growth opportunities [2] Market Activity - On November 24, 2025, the PCB sector saw active trading, with stocks like Pengding Holdings and Huadian Shares rising over 1%, indicating positive market sentiment [3] - The electronic ETF (515260), which focuses on core leaders in the electronic sector, has attracted significant investment, with a total of 11.2 million yuan in inflows over three days, reflecting investor confidence in the sector's future performance [3] Investment Tools - The electronic ETF (515260) and its linked funds are designed to track the electronic 50 index, focusing on semiconductor and consumer electronics sectors, including high-demand areas like AI chips and 5G [5][6] - The ETF's composition heavily features the Apple supply chain, which accounts for 44.63% of its holdings, benefiting from the anticipated strong performance of Apple's product line [6] - Government policies are supporting the semiconductor industry, aiming for self-sufficiency and leveraging AI to enhance consumer electronics, positioning the electronic sector for potential growth [6]

Core Viewpoint - Lingyi Technology's stock price has shown significant volatility, with a year-to-date increase of 60.05% but a recent decline of 5.56% over the past five trading days [1] Financial Performance - For the period from January to September 2025, Lingyi Technology achieved a revenue of 37.59 billion yuan, representing a year-on-year growth of 19.39%, and a net profit attributable to shareholders of 1.94 billion yuan, up 38.17% year-on-year [2] - The company has distributed a total of 3.22 billion yuan in dividends since its A-share listing, with 1.51 billion yuan distributed over the last three years [3] Stock Market Activity - As of November 24, Lingyi Technology's stock was trading at 12.74 yuan per share, with a market capitalization of 93.08 billion yuan [1] - The stock has appeared on the "Dragon and Tiger List" eight times this year, with the most recent appearance on September 29, where it recorded a net purchase of 821 million yuan [1] Shareholder Structure - As of September 30, 2025, the number of shareholders increased to 539,100, a rise of 82.54% from the previous period [2] - Major shareholders include Hong Kong Central Clearing Limited, which holds 174 million shares, an increase of 53.89 million shares from the previous period [3]

Core Viewpoint - Leading AI terminal hardware supplier Lingyi iTech is accelerating its international market expansion by applying for a listing on the Hong Kong Stock Exchange, aiming to enhance its global presence and competitiveness [1][2]. Group 1: International Market Expansion - Lingyi iTech submitted its application for an H-share listing on November 20, 2025, with the goal of furthering its international strategy and expanding overseas business [1][2]. - The company operates in over 30 countries and regions, with overseas revenue accounting for 47.3% of total revenue in the first nine months of 2025 [1][3]. Group 2: Financial Performance - For the third quarter of 2025, Lingyi iTech reported revenue of 13.965 billion yuan, a year-on-year increase of 12.91% and a quarter-on-quarter increase of 15.1%, marking the fifth consecutive quarter of revenue exceeding 10 billion yuan [1][6]. - In the first three quarters of 2025, the company achieved a record high revenue of 37.59 billion yuan, representing a year-on-year growth of 19.25% [6]. Group 3: Research and Development - As of September 30, 2025, Lingyi iTech has established over 30 R&D centers globally, employing a team of 7,370 and holding 2,024 patents, including 502 invention patents [4][5]. - The company's R&D expenses from 2022 to the first nine months of 2025 totaled 7.662 billion yuan, with a fluctuating R&D expense ratio [5]. Group 4: Strategic Acquisitions - Lingyi iTech has been actively pursuing acquisitions to enhance its competitiveness, including the acquisition of Jiangsu Keda and Zhejiang Xianglong, which will help the company transition from Tier 2 to Tier 1 in the automotive sector [5][6]. - The company aims to use the funds raised from the IPO for R&D enhancement, capacity upgrades, strategic investments, and operational funding [3]. Group 5: Share Buyback and Employee Incentives - To promote sustainable development and enhance team cohesion, Lingyi iTech has initiated a share buyback program, with a total amount not less than 200 million yuan and not exceeding 400 million yuan for employee stock ownership plans [7]. - As of October 31, 2025, the company has repurchased 38.23 million shares, accounting for 0.53% of total shares, with a total transaction amount of 320 million yuan [7].

Core Viewpoint - Lingyi Zhizhao is shifting its focus to the Hong Kong stock market after years of fluctuations in the A-share capital market, aiming to diversify its capital sources and reduce reliance on major clients [4]. Group 1: Market Position and Financial Performance - Lingyi Zhizhao leads in market share within the consumer electronics and AI terminal hardware sectors, with a comprehensive manufacturing capability covering structural components, modules, thermal management, and batteries [3][6]. - The company's revenue from 2022 to 2024 is projected to be 34.5 billion, 34.1 billion, and 44.2 billion respectively, with gross profits of 7.15 billion, 6.805 billion, and 6.974 billion, indicating a stable revenue growth trend [6]. - The gross margin for the same period is maintained above 15%, showing a downward trend from 20.73% to 15.77%, while net margins are projected at 4.61%, 6%, and 3.98% [6]. Group 2: Revenue Structure and Client Dependency - In the first three quarters of 2025, Lingyi Zhizhao's revenue reached approximately 37.6 billion, with a net profit of 1.941 billion and a gross margin of 16.61% [7]. - The revenue structure is heavily reliant on AI terminals, which accounted for about 92.13% of total revenue in 2024, with the highest contribution coming from imaging display business [7][8]. - A significant portion of the company's revenue comes from a few major clients, with the top five clients contributing 49.1%, 52.0%, 56.0%, and 56.4% of total revenue over the reporting periods [8]. Group 3: Acquisition and Market Strategy - Lingyi Zhizhao recently adjusted its acquisition plan for Jiangsu Keda, changing from a convertible bond and cash method to a cash-only acquisition, raising questions about the valuation of the target company [10]. - The acquisition of Jiangsu Keda, which was seen as a breakthrough for Lingyi's automotive business, faced scrutiny due to discrepancies in revenue growth and profitability compared to industry peers [12]. - The company’s historical focus on simple structural components has evolved into a multi-process supply chain integration capability, driven by close ties with end brands and rapid response to market demands [14].

Core Viewpoint - Lingyi Zhi Manufacturing (领益智造) is advancing its H-share listing on the Hong Kong Stock Exchange, aiming to enhance its funding sources and support future expansion while improving its global influence and talent retention [1] Group 1: H-Share Listing and Strategic Goals - The application for H-share listing was submitted on November 20, 2025, to align with the company's 2030 strategic goals [1] - The listing is expected to provide additional fundraising platforms and broaden potential cross-border acquisition channels [1] - The company aims to enhance its business image and global impact through this listing [1] Group 2: Use of Proceeds - A portion of the funds raised will be allocated to enhance R&D capabilities, increase production capacity, and upgrade core manufacturing processes [1] - Investments will focus on emerging markets, particularly in high-density AI computing servers, humanoid robot hardware, and AI optical communication infrastructure [1][2] - Additional funds will support strategic investments and acquisitions in high-growth technology verticals, including servers, humanoid robots, and AI optical communication infrastructure [2] Group 3: AI Server and Hardware Manufacturing - Lingyi Zhi Manufacturing plans to expand its production capacity for AI server power supplies, which are critical components of data center infrastructure [2] - The company aims to introduce next-generation systems with high power density and efficiency to meet the growing demand for AI computing [2] - In the field of embodied AI, the company will enhance its vertical integration capabilities in precision component manufacturing and system-level assembly [2][3] Group 4: Future Growth and Product Strategy - The company is positioned as a leading AI hardware intelligent manufacturing platform, providing one-stop smart manufacturing services [3] - Lingyi Zhi Manufacturing focuses on modularity, reusability, and scalability across various products and applications [3] - The strategic focus includes four emerging application areas: humanoid robots, AI glasses, foldable screens, and servers, aiming to create a multi-scenario growth pattern [3]

Group 1: IPO Market Overview - Since 2025, the Hong Kong stock market has seen 86 new IPOs, raising approximately 2508.84 million HKD [1] - In the past week (November 16 to November 22), there was 1 listing, 3 companies in the IPO process, 4 companies undergoing hearings, and 6 companies that submitted applications [1][2] - The average issuance market value of the last 10 new listings is 631.20 million HKD, with an average PE ratio of 28.72 [23] Group 2: Recent IPOs - Zhongwei New Materials (2698.HK) successfully listed on the Hong Kong Stock Exchange on November 17, with a first-day closing price down 0.12% and a total market value of 353.95 million HKD [4][3] - The stock price of Zhongwei New Materials has dropped 16% in its first week of trading [1] - The average first-day increase for recent IPOs is 40.38%, indicating a cooling trend in the AH new stock market [23] Group 3: Upcoming IPOs - Three companies, including Innovation Industry, Quantitative Group, and Haiwei Co., are currently in the IPO process, with expected listing dates between November 24 and November 28, 2025 [5][9] - Innovation Industry completed its IPO with a subscription ratio exceeding 3600 times, indicating strong investor interest [8] - Haiwei Co. has a subscription ratio exceeding 800 times as of November 23, 2025 [10] Group 4: Companies Undergoing Hearings - Four companies passed hearings in the past week, including Naxin Microelectronics, LeMo Technology, Yujian Xiaomian, and Jinyan High-tech [11][12][13][15] - Naxin Microelectronics reported a revenue of 1.524 billion RMB in the first half of 2025, with a year-on-year growth of 80% [11] - LeMo Technology's revenue for 2024 was nearly 800 million RMB, with a growth of 36% [12] Group 5: Companies Submitting Applications - Six companies submitted applications to the Hong Kong Stock Exchange, including Liying Intelligent Manufacturing, Mandi International, and others [16] - Liying Intelligent Manufacturing reported a revenue of 44.26 billion RMB in 2024, with a year-on-year growth of nearly 30% [17] - Mandi International, a spin-off from Sanofi Pharmaceutical, reported a revenue of 1.455 billion RMB in 2024, with a growth of nearly 20% [18]

Core Viewpoint - Lingyi Zhizao has submitted an application for an H-share IPO on the Hong Kong Stock Exchange, aiming to enhance its investment in AI hardware and intelligent manufacturing sectors [1][2]. Group 1: Company Overview - Lingyi Zhizao is an AI hardware intelligent manufacturing platform company, established in 2006 and listed on the Shenzhen Stock Exchange in 2018, providing one-stop intelligent manufacturing services and solutions globally [1][2]. - The company focuses on emerging applications such as humanoid robots, AI glasses, extended reality devices, foldable screens, and servers [2]. Group 2: Financial Performance - According to the prospectus, Lingyi Zhizao's revenue for 2022, 2023, 2024, and the first three quarters of 2025 were CNY 34.50 billion, CNY 34.15 billion, CNY 44.26 billion, and CNY 37.59 billion respectively [3][4]. - The net profit figures for the same periods were CNY 1.56 billion, CNY 2.01 billion, CNY 1.76 billion, and CNY 1.97 billion respectively [3][4]. Group 3: Market Position - Based on Frost & Sullivan data, Lingyi Zhizao ranks first in the global AI terminal device high-precision components market and third in the global AI terminal device high-precision intelligent manufacturing platform market as of 2024 [3]. - The company has established itself as a key player in the AI hardware ecosystem, serving major clients in the AI terminal device, new energy vehicle, and social networking sectors [3].