宁波中大力德智能传动股份有限公司 2025 年半年度报告全文 宁波中大力德智能传动股份有限公司 2025 年半年度报告 2025 年 8 月 1 宁波中大力德智能传动股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会及董事、高级管理人员保证半年度报告内容的真实、准确、 完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和连带的法 律责任。 公司负责人岑国建、主管会计工作负责人方新浩及会计机构负责人(会计 主管人员)方新浩声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 公司在本报告第三节"管理层讨论与分析"中"十、公司面临的风险和应 对措施"部分描述了公司未来经营中可能面临的风险，敬请广大投资者注意 查阅，敬请投资者注意投资风险。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | | | | 第一节 | 重要提示、目录和释义 1 | | --- | --- | | 第二节 | 公司简介和主要财务指标 6 | | 第三节 | 管理层讨论与分析 9 | | 第四节 | 公司治理、环境和社会 19 | | 第五节 ...

证券代码：002896 证券简称：中大力德 公告编号：2025-045 宁波中大力德智能传动股份有限公司 二、董事会会议审议情况 （一）审议通过《关于 2025 年半年度报告及摘要的议案》 第四届董事会第二次会议决议公告 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、董事会会议召开情况 宁波中大力德智能传动股份有限公司（以下简称"公司"）第四届董事会第 二次会议通知已于 2025 年 8 月 12 日以通讯方式向各位董事发出，本次会议于 2025 年 8 月 22 日在公司会议室以现场及通讯方式召开。会议由董事长岑国建先 生主持，会议应出席董事 8 名，实际出席董事 8 名，公司高级管理人员列席本次 会议。本次会议的召集、召开符合《公司法》等有关法律、法规及《公司章程》 的规定。 三、备查文件 1、宁波中大力德智能传动股份有限公司第四届董事会第二次会议决议； 2、宁波中大力德智能传动股份有限公司第四届董事会审计委员会第二次会 议决议。 特此公告。 宁波中大力德智能传动股份有限公司董事会 2025 年 8 月 26 日 表决结果：有效表决票 8 票，同意票 ...

Core Points - The stock price of Zhongdali De (002896) closed at 96.66 yuan, up 3.46% as of August 22, 2025, with a turnover rate of 9.05% and a trading volume of 177,800 hands, amounting to 1.705 billion yuan in transaction value [1] - The net inflow of main funds today was 41.9163 million yuan, accounting for 2.46% of the transaction value, with large orders contributing a net inflow of 22.6547 million yuan [1] Financial Performance - For the first quarter of 2025, the company reported total operating revenue of 231 million yuan, a year-on-year increase of 3.47%, and a net profit attributable to shareholders of 17.3982 million yuan, up 6.22% year-on-year [1] - The company's non-recurring net profit was 11.9763 million yuan, a year-on-year decrease of 5.46% [1] - Key financial ratios include a current ratio of 1.643, a quick ratio of 0.886, and a debt-to-asset ratio of 26.22% [1] Company Overview - Ningbo Zhongdali De Intelligent Transmission Co., Ltd. was established in 2006 and is located in Ningbo City, primarily engaged in the manufacturing of electrical machinery and equipment [2] - The company has a registered capital of 1.51171285 billion yuan and a paid-in capital of 725.121 million yuan [1] - The legal representative of the company is Cen Guojian [1] Investment and Intellectual Property - The company has made investments in 7 enterprises and participated in 59 bidding projects [2] - It holds 6 trademark registrations and 281 patent registrations, along with 16 administrative licenses [2]

Group 1 - The latest stock price of Zhongdali De is 99.02 yuan, an increase of 0.39 yuan from the previous trading day [1] - The trading volume for the day was 208,100 hands, with a transaction amount of 2.083 billion yuan [1] - The stock reached a high of 103.00 yuan and a low of 96.70 yuan during the day, resulting in a volatility of 6.39% [1] Group 2 - Zhongdali De operates in the general equipment manufacturing industry, focusing on the research, production, and sales of reducers, motors, and other mechanical transmission components [1] - The company's products are widely used in industrial robots and CNC machine tools [1] Group 3 - On August 20, Zhongdali De experienced a rapid rebound, with a price increase of over 2% within the first five minutes before 9:35 AM, reaching a price of 99.03 yuan [1] - During this period, the transaction amount was 164 million yuan, with a turnover rate of 0.85% [1] Group 4 - In terms of capital flow, there was a net outflow of 71.9975 million yuan from the main funds on that day, accounting for 0.37% of the circulating market value [1] - Over the past five trading days, the cumulative net outflow reached 937 million yuan, representing 4.81% of the circulating market value [1]

Core Viewpoint - The stock price of Zhongdali De has increased by 2.07 yuan to 101.66 yuan, indicating positive market sentiment despite recent fluctuations in trading volume and net capital outflow [1] Group 1: Stock Performance - The latest stock price of Zhongdali De is reported at 101.66 yuan, with an opening price of 101.76 yuan and a daily high of 104.28 yuan [1] - The stock experienced a daily low of 97.51 yuan, resulting in a trading range of 6.8% throughout the day [1] - The trading volume reached 265,981 hands, with a total transaction amount of 2.664 billion yuan [1] Group 2: Company Overview - Zhongdali De specializes in the research, development, production, and sales of mechanical transmission components such as reducers and motors [1] - The company's products are widely used in industrial robots, CNC machine tools, and automated production lines [1] Group 3: Market Activity - On August 18, Zhongdali De experienced a rapid decline, with a drop of over 2% within five minutes around 14:19, pricing at 101.8 yuan at that time [1] - The net capital outflow for the day was 95.0588 million yuan, with a cumulative net outflow of 558 million yuan over the past five trading days [1]

Core Viewpoint - Zhongdali De's stock price experienced fluctuations on August 12, closing at 96.66 yuan, down 0.42% from the previous trading day, with a trading range of 6.16% [1] Company Overview - Zhongdali De specializes in general equipment manufacturing, with products including robotic actuators and reducers, which are core components of industrial automation [1] - The company's total revenue for the year 2024 is expected to come entirely from the general equipment manufacturing sector [1] Financial Performance - On August 12, the trading volume was 264,400 hands, with a transaction amount of 2.532 billion yuan [1] - On the same day, the main funds saw a net outflow of 130 million yuan, accounting for 0.69% of the circulating market value [1] - Over the past five trading days, the cumulative net outflow reached 442 million yuan, representing 2.33% of the circulating market value [1] Corporate Governance - On the evening of August 12, Zhongdali De announced the convening of the first extraordinary shareholders' meeting for 2025, where several resolutions were passed, including the election of non-independent directors for the fourth board of directors [1] - The first meeting of the fourth board of directors also approved the election of the chairman and the appointment of the board secretary [1]

Group 1 - The company held its first meeting of the fourth board of directors on August 12, 2025, with all eight directors present, complying with relevant laws and regulations [1] - The board unanimously elected Mr. Cen Guojian as the chairman of the fourth board of directors, with a term aligned with the current board [2] - The board approved the election of various specialized committee members, with all votes in favor [2] Group 2 - Mr. Cen Guojian was appointed as the general manager of the company, with a term matching that of the current board [2][3] - The board appointed Mr. Fang Xinhao, Ms. Wu Xujun, and Mr. Xu Jiake as vice general managers, also with terms aligned with the current board [2][3] - Ms. Wu Xujun was appointed as the board secretary, and Mr. Fang Xinhao as the financial director, both with terms matching the current board [3] Group 3 - The board appointed Mr. Qi Youfeng as the internal audit head, with a term aligned with the current board [3] - Ms. Zhou Yangjun was appointed as the securities affairs representative, with a term matching that of the current board [4] - The board approved the revision and formulation of several internal management systems to align with governance structure adjustments and regulatory updates [4]

Meeting Details - The meeting was held on August 12, 2025, at 14:30, with both on-site and online voting options available [1] - A total of 489 shareholders participated, representing 93,402,734 shares, which is 47.5277% of the total voting shares [1] Voting Participation - Of the participating shareholders, 3 attended in person, representing 90,605,267 shares (46.1042% of total voting shares) [2] - 486 shareholders voted online, representing 2,797,467 shares (1.4235% of total voting shares) [2] - Among small shareholders, 487 participated, representing 4,281,884 shares (2.1788% of total voting shares) [2] Election Results - The meeting elected four non-independent directors: Mr. Cen Guojian, Ms. Cen Tingting, Ms. Wu Xujun, and Ms. Yu Dandan, for a term of three years [2][3] - The total votes in favor for the non-independent directors were 92,871,279 shares, accounting for a majority of the votes cast [2] - The independent directors elected were Ms. Zhou Yanling, Mr. Tong Qun, and Mr. Zhou Zhong, also for a term of three years [4] - The total votes in favor for the independent directors were 92,867,872 shares, indicating strong support [4] Special Resolutions - A special resolution was passed with 93,363,021 shares in favor, representing 99.9575% of the votes cast [6] - The resolution received minimal opposition, with only 20,593 shares against it [6] Legal Compliance - The meeting and voting procedures were confirmed to be in compliance with relevant laws, regulations, and the company's articles of association [7]

法律意见书 浙江天册律师事务所 关于 宁波中大力德智能传动股份有限公司 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于宁波中大力德智能传动股份有限公司 法律意见书 编号：TCYJS2025H1339 号 致：宁波中大力德智能传动股份有限公司 浙江天册律师事务所（以下简称"本所"）接受宁波中大力德智能传动股份有 限公司（以下简称"中大力德"或"公司"）的委托，指派本所律师参加公司 2025 年第一次临时股东会，并根据《中华人民共和国证券法》以下简称（"证券法"）、 《中华人民共和国公司法》（以下简称"公司法"）和中国证券监督管理委员会关 于《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他 有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东会表决程序及表决结果的合法有 效性发表意见，不对会议所审议的议案内容和该等议案中所表述的事实或数据的 真实性和准确性发表意见。 本法律意见书仅供 2025 年第一次临时股东会之目的使用。本 ...

Core Viewpoint - The company has completed the election of its fourth board of directors and appointed senior management, internal audit head, and securities affairs representative, ensuring compliance with relevant regulations and maintaining a balanced board structure [1][2][4]. Board Composition - The fourth board of directors consists of 8 members, including 3 independent directors, with a term of three years starting from the date of approval by the first extraordinary general meeting of shareholders in 2025 [1][2]. - The chairman of the board is Mr. Cen Guojian, with other non-independent directors including Ms. Cen Tingting, Ms. Wu Xujun, Mr. Fang Xinhao, and Ms. Yu Dandan [1][2]. Senior Management Appointments - The company appointed Mr. Cen Guojian as General Manager, with Mr. Fang Xinhao, Mr. Wu Xujun, and Mr. Xu Jiake as Deputy General Managers [2][3]. - Ms. Wu Xujun was appointed as the Board Secretary, and Mr. Fang Xinhao also serves as the Chief Financial Officer [2][3]. Specialized Committees - The specialized committees of the fourth board include: - Strategy Committee: Chairman Mr. Cen Guojian, members Mr. Tong Qun and Mr. Zhou Zhong - Nomination Committee: Chairman Mr. Zhou Zhong, members Mr. Tong Qun and Ms. Wu Xujun - Compensation and Assessment Committee: Chairman Ms. Zhou Yanling, members Mr. Tong Qun and Mr. Fang Xinhao - Audit Committee: Chairman Ms. Zhou Yanling, members Mr. Zhou Zhong and Ms. Yu Dandan [2]. Internal Audit and Securities Affairs - Mr. Qi Youfeng was appointed as the internal audit head, with a term aligned with the current board [3]. - Ms. Zhou Yangjun was appointed as the securities affairs representative, assisting the board secretary [3]. Departures from the Board - Following the board election, non-independent directors Ms. Zhou Guoying and Ms. Hu Qing, as well as Mr. Zhong Degang, have stepped down from their positions [4]. - The company expressed gratitude for their contributions during their tenure [4].