| 证券代码：002937 | 证券简称：兴瑞科技 | 公告编号：2025-085 | | --- | --- | --- | | 债券代码：127090 | 债券简称：兴瑞转债 | | 宁波兴瑞电子科技股份有限公司 第四届董事会第三十五次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 1、审议通过《关于公司<2025 年第三季度报告>的议案》 表决结果：同意 11 票、反对 0 票、弃权 0 票。 本议案已经公司董事会审计委员会审议通过。 具体内容详见公司同日披露在《证券时报》《上海证券报》和巨潮资讯网 （www.cninfo.com.cn）的《2025 年第三季度报告》。 三、备查文件 1、第四届董事会第三十五次会议决议 特此公告。 宁波兴瑞电子科技股份有限公司董事会 2025 年 10 月 28 日 一、董事会会议召开情况 宁波兴瑞电子科技股份有限公司（以下简称"公司"）第四届董事会第三十 五次会议通知于 2025 年 10 月 24 日以电子邮件等方式向公司全体董事发出。会 议于 2025 年 10 月 28 日以电子邮件表决方式召开。本 ...

Financial Performance - The company's operating revenue for Q3 2025 was ¥457,640,715.22, a decrease of 3.50% compared to the same period last year[5]. - The net profit attributable to shareholders for Q3 2025 was ¥35,346,054.04, down 21.14% year-on-year[5]. - The net profit after deducting non-recurring gains and losses was ¥34,982,152.98, reflecting a decline of 20.38% compared to the previous year[5]. - Total operating revenue for the current period is CNY 1,328,139,371.71, a decrease of 10.1% compared to CNY 1,477,902,217.38 in the previous period[23]. - The net profit for the current period is CNY 117,864,791.81, a decrease of 38.5% compared to CNY 191,911,815.43 in the previous period[24]. - The total profit for the current period is CNY 133,307,549.95, down from CNY 217,072,253.36, reflecting a decline of 38.5%[24]. - Operating profit decreased to CNY 133,950,621.06 from CNY 218,055,627.43, representing a drop of 38.5%[24]. - The total comprehensive income for the current period is CNY 112,024,628.72, a decrease from CNY 188,116,979.76 in the previous period[24]. - Basic and diluted earnings per share for the current period are both CNY 0.40, down from CNY 0.64 in the previous period[25]. Assets and Liabilities - The total assets at the end of the reporting period were ¥2,542,311,434.89, an increase of 0.23% from the end of the previous year[5]. - The company's total liabilities are CNY 938,735,090.35, a marginal increase from CNY 937,702,764.30[22]. - The equity attributable to shareholders increased to CNY 1,603,175,319.69 from CNY 1,598,341,050.76, a growth of 0.4%[22]. - The company's cash and cash equivalents decreased to CNY 665,481,402.63 from CNY 880,238,534.57, a decline of 24.4%[20]. - The cash and cash equivalents at the end of the period stand at CNY 632,970,715.75, down from CNY 682,368,715.55 at the end of the previous period[26]. - The company's total liabilities decreased by 88.68% in contract liabilities, amounting to ¥294,661.91 from ¥2,603,180.75[10]. Cash Flow - The cash flow from operating activities for the year-to-date was ¥201,331,215.87, a decrease of 25.30% compared to the previous year[5]. - The net cash flow from operating activities decreased by 25.30% to ¥201.33 million compared to ¥269.54 million in the same period last year[12]. - Cash flow from operating activities generated a net amount of CNY 201,331,215.87, down 25.3% from CNY 269,535,662.70 in the previous period[25]. - Cash flow from investing activities resulted in a net outflow of CNY 233,119,951.49, compared to a smaller outflow of CNY 74,278,151.79 in the previous period[26]. - The net cash flow from investing activities saw a significant increase of 213.85%, dropping to -¥233.12 million from -¥74.28 million year-on-year, primarily due to increased cash payments for fixed assets and long-term investments[12]. - The net cash flow from financing activities slightly decreased by 2.08%, amounting to -¥155.68 million, mainly due to increased dividend payments during the reporting period[12]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 19,245, with no preferred shareholders[15]. - Zhejiang Zheqi Investment Holding Group Co., Ltd. holds the largest share at 24.27%, with 72,259,670 shares, and has pledged 35,830,000 shares[15]. - The company repurchased a total of 50,000 shares as part of its share buyback plan, which will continue based on market conditions[18]. - A cash dividend of ¥29.77 million was distributed during the semi-annual equity distribution, with a payout of ¥1 per 10 shares[18]. - The company issued convertible bonds "Xingrui Convertible Bonds" with a coupon rate of 0.40%, distributing ¥4.00 per 10 bonds during the reporting period[18]. Investment and Income - The company reported a significant increase in investment income of 431.35%, amounting to ¥5,627,743.87 compared to ¥1,059,146.47 in the previous year[9]. - The long-term equity investment increased by 45.20%, reaching ¥105,763,167.53 from ¥72,837,777.33[10]. - Net profit from investments is CNY 5,627,743.87, significantly higher than CNY 1,059,146.47 in the previous period[23].

1. Report Industry Investment Rating No relevant content provided. 2. Core Views of the Report - After the stock market's rally since July, the medium - and short - term market may experience consolidation, and there could be a re - balance between large - and small - cap styles. Since October, the year - to - date cumulative return of the CSI 2000 (representing small - and medium - cap stocks) has approached that of the ChiNext Index [2][9]. - Small - and medium - cap stocks in the high - end manufacturing sector are worth attention. Some companies in this sector have stable main - business profits and are shifting strategies towards computing power and humanoid robots, opening up growth prospects [2][9]. - Small - and medium - cap high - end manufacturing convertible bonds can enhance portfolio elasticity. It is recommended to increase attention to equity - like convertible bonds, focusing on new bonds and those with non - call provisions, while being aware of call risks [2][9]. - Five convertible bonds related to small - and medium - cap high - end manufacturing are recommended: Songsheng Convertible Bond, Yingbo Convertible Bond, Fuli Convertible Bond, Xizhen Convertible Bond, and Xingrui Convertible Bond [3][10]. 3. Summaries According to Catalogs 3.1 Overall Logic and Layout Ideas - The stock market is in a trading volume contraction trend. After the rally since July, partial profit - taking may occur. The inflow of funds through ETFs and mutual funds has driven the strength of large - cap growth stocks. With the weakening of market beta, the style between large - and small - cap stocks may re - balance [2][9]. - Small - and medium - cap stocks in high - end manufacturing are promising. Against the backdrop of a technology - driven and industrial - upgrading nation, some companies' main - business profits are stable, and strategic shifts towards computing power and humanoid robots open up growth expectations [2][9]. - From the perspective of convertible bonds, small - and medium - cap high - end manufacturing convertible bonds can increase portfolio elasticity. Due to the high volatility of small - cap stocks, they often have high valuations. Equity - like convertible bonds are recommended, along with attention to call risks and a focus on new bonds and those with non - call provisions [2][9]. 3.2 Individual Bond Selections 3.2.1 Songsheng Co., Ltd. / Songsheng Convertible Bond - The company is a leading manufacturer of medium - and high - power LED driving power supplies in the LED lighting field. The global LED plant lighting market is expected to grow from $1.315 billion in 2024 to $2.056 billion in 2029, with a CAGR of 9.4% [15]. - Energy storage inverter products have achieved batch sales. In H1 2025, the company's household and industrial energy storage products obtained numerous certifications, and the energy storage core component business received orders from large domestic energy companies [16]. - In June 2025, the company entered the robot track by jointly developing harmonic reducers and other products with Chongqing Jinggang Transmission and others. As of October, the project is progressing, and its subsidiary is seeking orders [16][17]. 3.2.2 Yingboer / Yingbo Convertible Bond - Yingboer is a leading enterprise with independent R & D and production capabilities in new - energy vehicle drive and power systems. It has established cooperation with many well - known vehicle manufacturers in various fields [20]. - The company has obtained project approvals from multiple eVTOL leading enterprises. With the government's support for the low - altitude economy, eVTOL has great development potential, and the company's "Integrated Chip" technology meets its needs [20][21]. - In April 2025, Yingboer cooperated with Fengli Intelligent to develop joint modules for humanoid robots, expanding its business scope [22]. 3.2.3 Fuliwang / Fuli Convertible Bond - The company focuses on the R & D, manufacturing, and sales of precision metal parts, serving multiple downstream industries. It has mature MIM process capabilities applicable to humanoid robot parts manufacturing [24]. - In early 2025, the company extended into the humanoid robot industry and sent samples of micro - planetary roller screws to leading customers. As of September, it had sent samples to 5 industry leaders and started delivering other metal parts [25]. 3.2.4 Wuxi Zhenhua / Xizhen Convertible Bond - The company is deeply involved in the automotive parts industry, with main business segments including stamping parts, sub - assembly processing, mold, and selective precision electroplating [27]. - New - energy customers such as Tesla, Li Auto, and Xiaomi provide new growth opportunities. In H1 2025, the sub - assembly processing business increased by 16.65% year - on - year [28]. - The precision electroplating business has high gross margins. In September, the company obtained environmental assessment approvals for new projects, which will open up new business areas in the new - energy field [28]. 3.2.5 Xingrui Technology / Xingrui Convertible Bond - Xingrui Technology is a precision component manufacturing and R & D enterprise focusing on new - energy vehicle electrical systems, intelligent terminals, and consumer electronics, providing customized solutions for high - end customers [30]. - In H1 2025, the company's server business won multiple new project approvals, expanding its product portfolio. In July 2025, it established a strategic partnership with Green Cloud Map for R & D and production of liquid - cooled server - related products [30].

Core Viewpoint - Anqing Xingrui Technology Co., Ltd. has been established with a registered capital of 500,000 RMB, focusing on various technology and service sectors, particularly in artificial intelligence and smart devices [1] Company Overview - The company is legally represented by Cheng Wei [1] - The registered capital is 500,000 RMB [1] Business Scope - The business operations include internet sales (excluding licensed goods), video production services, and intellectual property services (excluding patent agency services) [1] - The company is involved in the manufacturing and sales of wearable smart devices, smart instruments, and various intelligent equipment [1] - It also offers services related to artificial intelligence, including hardware sales, application software development, and industry application system integration [1] - Additional services include health consulting (excluding medical treatment), remote health management, and marketing planning [1] - The company engages in the retail of pet products and daily chemical products, among other general merchandise [1]

宁波兴瑞电子科技股份有限公司 简式权益变动报告书 上市公司名称：宁波兴瑞电子科技股份有限公司 股票代码：002937 信息披露义务人1：宁波瑞智投资管理有限公司 法定代表人：张忠立 通讯地址：浙江省宁波市慈溪市长河镇工业园区一横路588号 信息披露义务人2（一致行动人）：浙江哲琪投资控股集团有限公司 法定代表人：张忠良 通讯地址：浙江省宁波市慈溪市周巷镇瑞家路6号 信息披露义务人3（一致行动人）：宁波和之合投资管理合伙企业（有限合伙） 执行事务合伙人：张瑞琪 通讯地址：浙江省宁波市慈溪市周巷镇瑞家路6号 信息披露义务人4（一致行动人）：张忠良 通讯地址：浙江省宁波市慈溪市周巷镇瑞家路6号 股票上市地点：深圳证券交易所 股票简称：兴瑞科技 股份变动性质：股份减少 签署日期：2025年10月15日 1 信息披露义务人声明 一、本报告书系依据《中华人民共和国公司法》、《中华人民共和国证券法》 、《上市公司收购管理办法》和《公开发行证券的公司信息披露内容与格式准则 第15号—权益变动报告书》等相关法律、法规和规范性文件编写。 二、依据上述法律法规的规定，本报告书已全面披露了信息披露义务人及其 一致行动人在宁波兴瑞电子 ...

| 证券代码：002937 | 证券简称：兴瑞科技 | 公告编号：2025-084 | | --- | --- | --- | | 转债代码：127090 | 转债简称：兴瑞转债 | | 宁波兴瑞电子科技股份有限公司 关于股东权益变动触及 1%及 5%整数倍的公告 特别提示： 1、公司持股5%以上股东宁波瑞智投资管理有限公司于2025年10月10日至 2025年10月13日通过大宗交易减持其持有公司股份1,580,000股，占公司总股本比 例0.53%，占剔除回购专用证券账户股份后总股本比例0.53%（因四舍五入原因， 导致减持前后所占公司总股本比例一致，下同）。 2、本次权益变动前，公司股东宁波瑞智投资管理有限公司及其一致行动人 浙江哲琪投资控股集团有限公司、宁波和之合投资管理合伙企业（有限合伙）、 张忠良先生合计持有公司股份135,208,497股，占公司总股本的45.41%,占剔除回 购专用证券账户股份后总股本比例45.41%。本次权益变动后，上述一致行动人合 计持有公司股份133,628,497股，占公司总股本的44.88%，占剔除回购专用证券账 户股份后总股本比例44.88%，触及1%和5%的整数倍 ...

Core Viewpoint - The announcement indicates that Ruizhi Investment, a shareholder with a 6.55% stake, has completed a reduction of 0.53% of its shares in Xingrui Technology, resulting in a new holding percentage of 6.55% [1] Summary by Relevant Categories Shareholder Activity - Ruizhi Investment has reduced its stake in Xingrui Technology by 0.53% through a block trade [1] - Following this transaction, the holding percentage of Ruizhi Investment remains at 6.55% [1] Reason for Share Reduction - The reduction in shares is attributed to the company's need for development funds [1] Transaction Details - The share reduction occurred between October 10, 2025, and October 13, 2025 [1] - The information disclosing entity is Ningbo Ruizhi Investment Management Co., Ltd., with associated parties including Zhejiang Zheqi Investment Holding Group Co., Ltd., Ningbo Hezhihhe Investment Management Partnership, and Zhang Zhongliang [1]

Group 1 - On October 13, Xingrui Technology conducted a block trade of 780,000 shares, with a transaction amount of 13.39 million yuan, accounting for 11.53% of the total transaction amount for the day [1] - The transaction price was 17.17 yuan, which represents a discount of 9.63% compared to the market closing price of 19 yuan [1]

Group 1 - The company, Xingrui Technology, announced a share buyback plan, repurchasing a total of 50,000 shares, which represents 0.02% of its total share capital, at a maximum price of approximately 16.89 yuan per share and a minimum price of approximately 16.74 yuan per share, with a total expenditure of about 840,000 yuan [1] - For the first half of 2025, the company's revenue composition is entirely from electronic components, accounting for 100.0% [1] - As of the report date, Xingrui Technology has a market capitalization of 5.7 billion yuan [1]

Core Viewpoint - Xingrui Technology (002937.SZ) announced a share buyback program, repurchasing a total of 50,000 shares, which represents 0.02% of the company's total share capital, with a total expenditure of 841,992 yuan [1] Summary by Category - **Share Buyback Details** - The company repurchased shares through a dedicated securities account via centralized bidding [1] - The highest transaction price was 16.889 yuan per share, while the lowest was 16.739 yuan per share [1] - The total amount paid for the repurchase was 841,992 yuan [1]