华泰联合证券有限责任公司 关于 广电计量检测集团股份有限公司 2025 年度向特定对象发行 A 股股票并在主板上市 之 上市保荐书 保荐人（主承销商） （深圳市前海深港合作区南山街道桂湾五路128号前海深港基金小镇B7栋401） 二〇二五年十二月 上市保荐书 华泰联合证券有限责任公司 关于广电计量检测集团股份有限公司 2025 年度向特定对象发行 A 股股票并在主板上市 （一）发行人概况 | 中文名称： | | | | 广电计量检测集团股份有限公司 | | --- | --- | --- | --- | --- | | 英文名称： | | | | Grg Metrology & Test Group Co., Ltd. | | 成立日期： | 年 月 5 24 | 2002 | | 日 | | 上市日期： | 年 8 | 2019 11 | 月 | 日 | | 股票上市地： | 深圳证券交易所 | | | | | 股票代码： | 002967.SZ | | | | | 股票简称： | | 广电计量 | | | | 总股本： | 583,245,846 | | 股 | | | 法定代表人： | | 杨文峰 | ...

华泰联合证券有限责任公司 关于 广电计量检测集团股份有限公司 2025 年度向特定对象发行 A 股股票并在主板上市 之 发行保荐书 华泰联合证券有限责任公司 关于广电计量检测集团股份有限公司 2025 年度向特定对象发行 A 股股票并在主板上市 之发行保荐书 广电计量检测集团股份有限公司（以下简称"发行人""公司""广电计 量"）申请向特定对象发行 A 股股票并在主板上市，依据《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》"）、《上市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）、 《深圳证券交易所上市公司证券发行上市审核规则》（以下简称"《审核规则》"） 等相关的法律、法规的有关规定，提交发行申请文件。华泰联合证券有限责任公 司（以下简称"华泰联合证券""保荐人"）作为其本次发行的保荐人，孙博和 汪乐林作为具体负责推荐的保荐代表人，特为其出具本发行保荐书。 保荐人（主承销商） （深圳市前海深港合作区南山街道桂湾五路128号前海深港基金小镇B7栋401） 二〇二五年十二月 发行保荐书 保荐人华泰联合证券、保荐代表人孙博和汪乐林承诺：本保荐人和 ...

广电计量检测集团股份有限公司 与 华泰联合证券有限责任公司 关于 广电计量检测集团股份有限公司 申请向特定对象发行股票的审核问询函 的回复报告 保荐人（主承销商） 二〇二五年十二月 深圳证券交易所： 广电计量检测集团股份有限公司（以下简称"公司""广电计量""发行人"） 收到贵所于2025年9月9日下发的《关于广电计量检测集团股份有限公司申请向特 定对象发行股票的审核问询函》（审核函〔2025〕120035号）（以下简称"审核 问询函"）。 公司已会同华泰联合证券有限责任公司（以下简称"华泰联合证券""保荐 机构""保荐人"）、北京市天元律师事务所（以下简称"发行人律师"）、容 诚会计师事务所（特殊普通合伙）（以下简称"发行人会计师"）等相关方对审 核问询函所列问题进行了核查，对申请材料进行了修改、补充和说明。现对审核 问询函的落实和募集说明书的修改情况逐条书面回复，并提交贵所，请予审核。 说明： 1、如无特殊说明，本回复报告中使用的简称或名词释义与《广电计量检测 集团股份有限公司2025年度向特定对象发行A股股票并在主板上市募集说明书》 （以下简称"募集说明书"）一致。涉及募集说明书补充披露或修改的内容已在 ...

Core Insights - The professional services sector saw an increase of 0.61% on November 28, with XCMG Standard leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Stock Performance - XCMG Standard (300938) closed at 33.56, up 4.42% with a trading volume of 101,600 shares and a transaction value of 335 million [1] - Ancar Detection (300572) closed at 28.50, up 2.33% with a trading volume of 89,000 shares and a transaction value of 253 million [1] - Other notable performers include Core International (300662) up 1.80%, National Inspection Group (603060) up 1.58%, and Construction Research Institute (603183) up 1.53% [1] Fund Flow Analysis - The professional services sector experienced a net outflow of 30.95 million from institutional investors, while retail investors saw a net inflow of 12.51 million [2] - Notable stocks with significant fund flows include XCMG Standard with a net inflow of 34.41 million from institutional investors, and Broadcasting Measurement (002967) with a net inflow of 17.64 million [3]

Core Viewpoint - The company, Guangdian Measurement, has announced strategic cooperation agreements with multiple research institutions to enhance its capabilities in navigation, quantum measurement, and semiconductor technology [1] Group 1: Strategic Collaborations - The company has signed a strategic cooperation agreement with Changsha Beidou Research Institute to establish a joint laboratory and work on research projects, focusing on the development of testing and evaluation technologies for Beidou navigation products [1] - In collaboration with Changsha Quantum Research Institute, the company aims to address critical technology challenges by co-establishing a "Quantum Measurement and Measurement Joint Laboratory" [1] - The partnership with Hunan University Changsha Semiconductor Technology and Application Innovation Research Institute will lead to the creation of a "Power Semiconductor and Integrated Circuit R&D Center" [1]

Core Viewpoint - Quantum measurement is a crucial application in aerospace, aviation, and high-end chip precision measurement, indicating a broad market demand outlook [1] Company Focus - The company is currently focusing on building testing capabilities in aerospace and high-end chips [1] - The company is increasing collaboration discussions with relevant industry professional institutions [1] - The company is establishing a quantum testing research team to accelerate technology reserves and laboratory construction [1]

Market Overview - The professional services sector experienced a decline of 0.83% on November 26, with Zhongjin Radiation leading the drop [1] - The Shanghai Composite Index closed at 3864.18, down 0.15%, while the Shenzhen Component Index closed at 12907.83, up 1.02% [1] Stock Performance - Notable gainers in the professional services sector included: - Electric Science Institute (300215) with a closing price of 7.63, up 7.77% on a trading volume of 876,900 shares and a turnover of 655 million [1] - Xince Standard (300938) closed at 31.67, up 2.33% with a trading volume of 94,100 shares and a turnover of 302 million [1] - Guangdong Construction Science (301632) closed at 25.78, up 1.94% with a trading volume of 45,600 shares and a turnover of 119 million [1] - Conversely, significant decliners included: - Zhongjin Fuzhao (300962) closed at 18.60, down 6.53% with a trading volume of 182,600 shares and a turnover of 346 million [2] - Kaipu Testing (003008) closed at 23.66, down 3.82% with a trading volume of 99,100 shares and a turnover of 236 million [2] - Kexi International (300662) closed at 27.55, down 3.16% with a trading volume of 42,800 shares and a turnover of 120 million [2] Capital Flow - The professional services sector saw a net outflow of 151 million from institutional investors, while retail investors experienced a net inflow of 53.79 million [2] - The detailed capital flow for selected stocks showed: - Shipo Testing (301228) had a net inflow of 10.92 million from institutional investors, but a net outflow of 1.11 million from retail investors [3] - Miaow Exhibition (300795) saw a net inflow of 8.14 million from institutional investors, but a significant outflow of 8.98 million from retail investors [3] - Guangdong Construction Science (301632) had a net inflow of 7.33 million from institutional investors, with a net outflow of 9.96 million from retail investors [3]

Core Insights - The company has approved two investment proposals during its 26th meeting of the fifth board, including a $500,000 investment to establish a measurement and testing company in Vietnam and an investment of 800 million yuan to build a testing base in Chengdu, Southwest China [1][2] - The Chengdu testing base aims to enhance the company's measurement and testing capabilities in emerging fields, addressing long-term development issues in the Southwest region and aligning with the company's "14th Five-Year" strategic development plan [1] - The establishment of the Vietnam company is part of the company's international expansion strategy, providing services such as standard construction, calibration, product certification, and inspection for overseas clients [2] Investment Proposals - The company plans to invest $500,000 to set up a measurement and testing company in Vietnam, targeting Southeast Asian markets like Indonesia and Malaysia [2] - An investment of 800 million yuan is proposed for the construction of the Southwest (Chengdu) testing base, which will alleviate space constraints and enhance operational efficiency [1] Strategic Development - The company is focusing on internationalization, having already entered the Amazon toy category as a recognized institution and signed a strategic cooperation agreement with the Indonesian Electric Vehicle Industry Association [2] - The company is also involved in the commercial aerospace sector, providing a comprehensive service system covering the entire satellite and rocket chain, responding to the industry's demand for high-quality development [3] Financial Projections - Revenue forecasts for the company are projected at 3.646 billion yuan in 2025, 4.139 billion yuan in 2026, and 4.826 billion yuan in 2027, with net profits expected to be 433 million yuan, 507 million yuan, and 630 million yuan respectively [3]

Core Viewpoint - Guangdian Measurement is accelerating its regional layout by investing 800 million yuan to build a new testing base in Chengdu, Southwest China, to overcome long-term development bottlenecks in the region [1][2] Investment and Expansion - The company plans to invest 800 million yuan to establish a testing base in Chengdu due to current space constraints in its existing rented facilities, which limits capacity expansion and the establishment of laboratories for emerging fields [2] - The new base will provide sustainable self-owned office and laboratory space, reducing operational costs and enhancing profitability, while also mitigating risks associated with lease expirations [2][3] Strategic Development - The construction of the Southwest base is a significant step in Guangdian Measurement's regional deepening strategy, complementing its existing network of subsidiaries across major economic circles in China [3] - The new base will support business operations in strategic emerging fields such as aviation, intelligent connected vehicles, and artificial intelligence, while also facilitating international expansion plans aligned with major clients [3] Business Performance - Guangdian Measurement has shown steady growth, achieving a revenue of 2.416 billion yuan in the first three quarters of 2025, representing an 11.86% year-on-year increase, and a net profit of 238 million yuan, up 26.51% [1][4] - The company’s revenue and net profit both experienced double-digit growth, with the third quarter alone generating 937 million yuan in revenue, a 14.91% increase year-on-year, and a net profit of 141 million yuan, up 29.73% [4] Emerging Business Growth - The company focuses on special industries, automotive, new energy, and integrated circuits, providing comprehensive services and achieving an 80% order share from emerging industries in the first half of 2025 [4][5] - Research and development investments have been significant, with 181 million yuan allocated in the first half of 2025, marking an 18.13% increase year-on-year, and R&D expenditures consistently accounting for no less than 10% of revenue [4][5]

Group 1 - Beijing Junzheng adjusted management expenses by 11.44 million yuan, increasing net profit by the same amount [1] - Ningbo Energy's subsidiary plans to publicly transfer 15% equity of Lingfeng Energy at a base price of 16.06 million yuan [1] - Dongjiang Environmental's subsidiary was fined 2.02 million yuan for tax evasion [1][2] Group 2 - AVIC's subsidiary Harbin Aircraft Industry Group plans to absorb and merge with Harbin Hafei Aviation, increasing registered capital to 3.038 billion yuan [3] - Dongfang Ocean's shareholder plans to reduce holdings by up to 3% of total shares [4] - Xinghui Entertainment's controlling shareholder plans to reduce holdings by up to 2.9% of total shares [6] Group 3 - Kaineng Health plans to acquire 100% equity of four subsidiaries for 204 million yuan [8] - Suoao Sensor's controlling shareholder changed to Zhongchuang Innovation [9] - Shanghai Port Bay reported that its commercial aerospace and perovskite solar business accounts for less than 1% of revenue [10] Group 4 - Zhonghuan Environmental's specific shareholder plans to reduce holdings by up to 2.37% of total shares [11] - Xinlaifu's asset management plan intends to reduce 874,300 shares [12] - Guangdian Measurement plans to invest 800 million yuan to build a testing base [13] Group 5 - Modern Investment plans to invest 1.04 billion yuan to establish a smart logistics company [14] - Gaole Co.'s major shareholder is planning a control change, leading to stock suspension [16] - Weiling Co.'s major shareholder is planning a control change, leading to stock suspension [18] Group 6 - Igor plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange [20] - Huanrui Century's shareholder sold 7.26 million shares due to judicial enforcement [21] - Jinhua Co.'s controlling shareholder plans to acquire 5.77% of company shares at 9.15 yuan per share [22] Group 7 - Wireless Media's four shareholders plan to reduce holdings by up to 4.7% of total shares [24] - CATL's shareholder completed the transfer of 10% of shares for approximately 17.16 billion yuan [26] - *ST Lian Stone entered the restructuring phase, with potential downward adjustment of stock price [28]