之 申万宏源证券承销保荐有限责任公司 关于 广东创世纪智能装备集团股份有限公司 创业板向特定对象发行股票 第一节 本次证券发行基本情况 一、本次具体负责推荐的保荐代表人 申万宏源证券承销保荐有限责任公司作为广东创世纪智能装备集团股份有 限公司创业板向特定对象发行股票的保荐人，指派具体负责推荐的保荐代表人为 赵美华和申巍巍。 保荐人 保荐代表人赵美华的保荐业务执业情况：赵美华女士，保荐代表人，具有注 册会计师资格。赵美华女士 2011 年开始从事投资银行业务工作，主要项目经历 包括：赛摩电气（300466.SZ）IPO项目、赛纬电子 IPO项目、炬芯科技（688049.SH） 科创板 IPO 项目、雷特科技（832110.BJ）北交所首发项目等 IPO 项目，以及三 聚环保（300072.SZ）2014 非公开发行公司债项目、四通股份（603838.SH）非 公开发行股票项目、大连电瓷（002606.SZ）非公开发行股票项目、唯美集团财 务顾问项目、盈峰控股收购华录百纳（300291.SZ）财务顾问项目等再融资及财 务顾问项目。赵美华女士最近 12 个月内未受到证券交易所等自律组织的重大纪 律处分或者中国证监会 ...

申万宏源证券承销保荐有限责任公司 关于 广东创世纪智能装备集团股份有限公司 向特定对象发行股票创业板上市之 上市保荐书 保荐人 二〇二五年七月 申万宏源证券承销保荐有限责任公司及其保荐代表人已根据《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》"）、《证券发行上市保荐业务管理办法》《上市公司证券发行注册管理办法》 （以下简称"《注册管理办法》"）、《深圳证券交易所创业板股票上市规则》等法 律法规和中国证监会及深圳证券交易所的有关规定，诚实守信，勤勉尽责，严格 按照依法制定的业务规则和行业自律规范出具上市保荐书，并保证所出具文件真 实、准确、完整。 现将有关情况报告如下： 一、发行人基本情况 （一）基本资料 | 公司名称 | | 广东创世纪智能装备集团股份有限公司 | | --- | --- | --- | | 英文名称 | | Guangdong Create Century Intelligent Equipment Group Corporation Limited | | 公司 A | 股股票简称 | 创世纪 | | 公司 A | 股股票代码 | 3 ...

Investment Rating - The industry investment rating is maintained as "Buy" [2] Core Views - The June PMI for the machinery industry has rebounded to 49.7%, indicating a recovery in general equipment and engineering machinery sectors [4][6] - Despite a decline in domestic engineering machinery operations, exports are experiencing rapid growth, with a year-on-year increase of 8.8% in May [5][6] - The overall demand for machinery equipment is expected to improve in the second half of the year due to easing US-China trade tensions and supportive fiscal and monetary policies [6] Summary by Sections Industry Performance - Over the past 12 months, the machinery industry has shown a relative return of 19.5% and an absolute return of 35.6% [3] General Equipment - The production index and new orders index have increased to 51.0% and 50.2%, respectively, indicating expansion [4] - The overall manufacturing sector is showing resilience, with a continuous recovery in PMI for May and June [4] Engineering Machinery - The average working hours for major engineering machinery products in June were 77.2 hours, down 9.1% year-on-year [5] - The average operating rate for engineering machinery was 56.9%, a decline of 7.55 percentage points year-on-year [5] Investment Recommendations - The report suggests focusing on the engineering machinery sector, which is expected to benefit from domestic demand recovery and strong export growth [6] - Specific companies to watch include Anhui Heli, Hangcha Group, Sany Heavy Industry, XCMG, Zoomlion, and Hengli Hydraulic [6] Key Company Forecasts - The report includes earnings forecasts and ratings for key companies, with several companies rated as "Buy" [20]

证券代码：300083 证券简称：创世纪 公告编号：2025-063 一、 回购公司股份的进展情况 截至 2025 年 6 月 30 日，公司通过回购专用证券账户以集中竞价交易方式累 计回购公司股份 16,795,000 股，占公司总股本的 1.01%。具体情况如下： 广东创世纪智能装备集团股份有限公司 关于回购公司股份进展的公告 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。 广东创世纪智能装备集团股份有限公司（以下简称"公司"）于 2024 年 10 月 7 日召开第六届董事会第十五次会议、第六届监事会第十四次会议，审议通过 《关于回购部分社会公众股份的方案》，公司拟以集中竞价交易方式回购公司部 分社会公众股股份，用于股权激励计划或员工持股计划。 本次拟用于回购股份的总金额为 10,000 万元-20,000 万元，回购价格不超过 9.09 元/股（含），按回购资金总额上限人民币 20,000 万元、回购价格上限 9.09 元/股进行测算，拟回购股份为 2,200.22 万股，不超过公司目前已发行总股本的 1.32%；按回购总金额下限人民币 10,000 ...

Core Viewpoint - The integrated die-casting concept has shown a significant increase of 3.74%, ranking 9th among concept sectors, with 52 stocks rising, including notable gains from Shengli Precision, Minglida, Bojun Technology, and Top Group [1] Group 1: Market Performance - The integrated die-casting sector received a net inflow of 860 million yuan from main funds, with 33 stocks experiencing net inflows, and 5 stocks exceeding 50 million yuan in net inflow [1] - Shengli Precision led the net inflow with 414 million yuan, followed by Top Group, Genesis, and Huichuan Technology with net inflows of 161 million yuan, 92 million yuan, and 64 million yuan respectively [1] - The top-performing stocks in the integrated die-casting sector included Shengli Precision (9.90%), Top Group (6.73%), and Genesis (6.41%) [2] Group 2: Fund Flow Ratios - The highest net inflow ratios were observed in Shengli Precision (21.14%), Beiqi Blue Valley (13.14%), and Genesis (11.87%) [2] - The trading turnover rates for the leading stocks were 17.29% for Shengli Precision, 2.22% for Top Group, and 6.50% for Genesis [2] Group 3: Additional Stock Performance - Other notable performers included Minglida (7.41%), Bojun Technology (7.13%), and Huichuan Technology (3.41%) [3] - Stocks such as Feirongda (5.45%) and Sanxiang New Materials (6.26%) also contributed to the positive performance of the sector [3]

Company Overview - The company is named Guangdong Genesis Intelligent Equipment Group Co., Ltd. and is registered in Dongguan, Guangdong Province with a registered capital of RMB 1,664.862589 million [1] - The company operates in the general equipment manufacturing industry and its business scope includes manufacturing specialized equipment, technical services, and sales of various products including industrial robots and medical devices [1] Financial Reporting Basis - The financial statements are prepared based on the assumption of going concern and comply with the latest accounting standards issued by the Ministry of Finance [1][2] - The accounting period for the company runs from January 1 to December 31 each year [1] Important Accounting Policies - The company follows the enterprise accounting standards and has established criteria for determining the significance of various financial items, such as recognizing receivables exceeding 0.5% of total assets as significant [1][2] - The company uses historical cost, replacement cost, net realizable value, present value, and fair value as measurement attributes for its financial reporting [1][2] Consolidation and Control - The company determines the scope of its consolidated financial statements based on control, which is defined as having power over the investee and the ability to influence returns [5] - The company applies the equity method for long-term equity investments in entities where it has significant influence but does not control [19][21] Financial Instruments - Financial assets are classified based on the company's business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [9][11] - The company recognizes expected credit losses for financial assets based on a simplified model, ensuring that loss provisions are made for the entire duration of the financial instruments [13][15] Inventory and Contract Assets - Inventory is measured at the lower of cost and net realizable value, with a perpetual inventory system in place [16] - Contract assets are recognized when the company has transferred goods or services to customers and has the right to receive payment [17] Non-current Assets and Discontinued Operations - Non-current assets held for sale are measured at fair value less costs to sell, and impairment losses are recognized if the carrying amount exceeds this fair value [18] - The company defines discontinued operations as components that represent a separate major line of business or geographical area that has been disposed of or classified as held for sale [18]

Company Overview - Guangdong Create Century Intelligent Equipment Group Co., Ltd. is engaged in the manufacturing of specialized equipment, including CNC machine tools and industrial robots [8][19] - The company was established on April 11, 2003, and listed on May 20, 2010, with a total share capital of 1,664,862,589 shares [8][9] - The controlling shareholder is Mr. Xia Jun, who holds 13.64% of the shares directly, along with his concerted actions, totaling 15.10% [9] Fundraising and Stock Issuance - The company plans to issue A-shares to specific investors, raising up to 550 million yuan, with the issuance price set at 5.45 yuan per share [1][2] - The funds raised will be used to supplement working capital and repay bank loans [1][2] - The issuance will not change the actual control of the company or affect its listing conditions [1][2] Industry Characteristics - The CNC machine tool industry is characterized as capital and technology-intensive, with significant barriers to entry due to the need for advanced technology and substantial investment [16][17] - The industry plays a crucial role in the national economy, supporting sectors such as aerospace, automotive, and electronics [14][19] - The market for CNC machine tools is expanding, driven by the demand for high precision and automation in manufacturing processes [14][19] Market Trends - The CNC machine tool market in China is expected to grow, with a projected increase in the CNC penetration rate from 33% to 64% by 2025 [19][20] - The industry is experiencing a shift towards high-end, high-value products, as China transitions from a manufacturing powerhouse to a manufacturing stronghold [20] - The global economic environment and international trade tensions may impact the demand for machine tools, particularly from major clients in the consumer electronics sector [2][3] Financial Performance - The company's gross profit margin has shown stability, with rates of 26.51%, 21.52%, 23.08%, and 23.03% over recent periods [4] - The company reported accounts receivable of 1,578.21 million yuan, with a significant increase in bad debt provisions due to client defaults [3][4] - Inventory levels have been a concern, with values of 1,637.13 million yuan and 1,295.15 million yuan reported, indicating potential cash flow issues [4][5]

Core Viewpoint - The company, Guangdong Chuangshiji Intelligent Equipment Group Co., Ltd., is preparing for a specific object issuance of stocks on the ChiNext board, with the underwriting and sponsorship provided by Shenwan Hongyuan Securities [2][10]. Group 1: Issuance Details - The issuance is aimed at specific objects, with a total fundraising amount not exceeding 550 million yuan, which will be used to supplement working capital and repay loans [12][14]. - The issuance price is set at 5.45 yuan per share, which is not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [14][15]. - The issuance will not change the control of the company, as the controlling shareholder, Xia Jun, will continue to hold a significant stake post-issuance [15][16]. Group 2: Company Information - Guangdong Chuangshiji Intelligent Equipment Group Co., Ltd. was established on April 11, 2003, and is located in Dongguan, Guangdong Province [5]. - The company specializes in manufacturing specialized equipment, general equipment, and industrial robots, among other activities [5]. - As of March 31, 2025, the company's total share capital is approximately 1.664 billion shares, with a significant portion held by domestic natural persons [6]. Group 3: Financial Performance - The company's total assets amount to approximately 880.35 million yuan, with total liabilities of about 617.70 million yuan, resulting in a debt-to-asset ratio of 54.30% [7]. - The company reported a net profit of approximately 24.79 million yuan for the year 2023, with total revenue of about 460.53 million yuan [7][24]. - The company has experienced fluctuations in its gross profit margin, which was 26.51% in 2022 and decreased to 23.03% in 2023, indicating potential challenges in maintaining profitability [24]. Group 4: Risks and Challenges - The company faces risks related to global economic changes and international trade tensions, which could impact demand from key clients in the consumer electronics sector [20][21]. - Increased competition in the machine tool industry poses a threat, particularly from established international brands and domestic competitors [20][21]. - The reliance on core components from international suppliers introduces supply chain risks, especially in light of potential trade restrictions [20][21].

Core Viewpoint - The legal opinion letter issued by Hunan Qiyuan Law Firm confirms that Guangdong Chuangshiji Intelligent Equipment Group Co., Ltd. is eligible to issue shares to specific targets in 2025, complying with relevant laws and regulations [1][18]. Group 1: Approval and Authorization of the Issuance - The shareholders' meeting of the issuer has legally approved the issuance, and the procedures for convening, holding, and voting at the meeting are compliant with laws and regulations [8][9]. - The board of directors has been authorized to handle matters related to this issuance, and this authorization is also deemed legal and effective [8][9]. Group 2: Qualification of the Issuer - The issuer is a legally established and validly existing listed company, possessing the qualifications necessary for this issuance [9]. Group 3: Substantive Conditions for the Issuance - The issuance meets the relevant conditions stipulated in the Company Law, Securities Law, and Registration Management Measures, indicating that the issuer is qualified to issue shares to specific targets [9][10]. - The issuance adheres to the requirement that the stock price is not lower than the par value, which is set at 1.00 yuan per share [10]. Group 4: Independence of the Issuer - The issuer maintains independence in assets, personnel, finance, organization, and business operations, demonstrating a complete business system and the ability to operate independently in the market [12]. Group 5: Major Shareholders and Actual Controllers - The qualifications of the issuer's major shareholders and actual controllers have been verified, ensuring no changes that would affect the issuer's control [12]. Group 6: Related Transactions and Competition - The issuer has disclosed related transactions adequately, ensuring that the prices of these transactions are fair and do not harm the interests of the issuer or other shareholders [13][14]. - There is no existing competition between the issuer and other enterprises controlled by the actual controller, with measures in place to avoid such competition [14]. Group 7: Legal Risks and Compliance - The legal opinion confirms that the issuer's fundraising projects align with national industrial policies and do not pose risks of competition or adversely affect the issuer's independence [18].

证券代码：300083 证券简称：创世纪 公告编号：2025-062 广东创世纪智能装备集团股份有限公司 关于向特定对象发行股票申请获得 深圳证券交易所受理的公告 1 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。 广东创世纪智能装备集团股份有限公司（以下简称"公司"）近日收到深圳 证券交易所（以下简称"深交所"）2025 年 6 月 19 日出具的《关于受理广东创 世纪智能装备集团股份有限公司向特定对象发行股票申请文件的通知》（深证上 审〔2025〕86 号）。深交所对公司报送的向特定对象发行股票的申请文件进行了 核对，认为申请文件齐备，决定予以受理。 公司本次向特定对象发行股票事项尚需通过深交所上市审核中心审核，并获 得中国证券监督管理委员会（以下简称"中国证监会"）同意注册后方可实施， 最终能否通过深交所审核，并获得中国证监会同意注册的决定及时间尚存在不确 定性。公司将根据该事项的进展情况及时履行信息披露义务，敬请广大投资者注 意投资风险。 特此公告。 广东创世纪智能装备集团股份有限公司 董事会 2025 年 6 月 21 日 ...