缔造世界一流焊接专家 证券代码：300154 证券简称：瑞凌股份 公告编号：2025-029 深圳市瑞凌实业集团股份有限公司 第六届董事会第七次会议决议公告 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。 深圳市瑞凌实业集团股份有限公司（以下简称"公司"）第六届董事会第七次 会议于2025年8月26日在公司会议室以现场和通讯相结合的方式召开，会议通知 于2025年8月16日以电子邮件方式送达给全体董事。本次会议应出席董事6名，实 际出席董事6名，其中董事张华以通讯表决方式出席会议，公司监事及高级管理 人员列席了本次会议。会议由公司董事长邱光先生召集和主持。本次会议的召集、 召开符合《中华人民共和国公司法》和《公司章程》的有关规定。 经与会董事认真审议，本次会议以记名投票的表决方式表决通过了以下决 议： 一、以6票赞成、0票反对、0票弃权的表决结果审议通过了《关于<2025年 半年度报告>全文及摘要的议案》 经审核，董事会认为公司2025年半年度报告内容真实、准确、完整，不存在 任何虚假记载、误导性陈述或者重大遗漏。 1 本议案已经董事会审计委员会、监事会审议通 ...

Financial Performance - The company's operating revenue for the first half of 2025 was ¥477,124,049.54, a decrease of 13.44% compared to ¥551,199,941.08 in the same period last year[21] - The net profit attributable to shareholders was ¥49,774,923.17, down 12.63% from ¥56,973,094.87 year-on-year[21] - The net profit after deducting non-recurring gains and losses was ¥26,400,202.91, reflecting a significant decline of 40.39% compared to ¥44,288,302.85 in the previous year[21] - Basic earnings per share were ¥0.11, down 15.38% from ¥0.13 in the same period last year[21] - The weighted average return on net assets was 2.88%, a decrease of 0.49% compared to 3.37% in the previous year[21] - The total profit amounted to CNY 60.89 million, down 10.19% year-on-year[31] - The company reported a net profit of 1,343.18 million HKD for the period, with a revenue of 443.30 million HKD from its subsidiary in Hong Kong[80] - Net profit for the first half of 2025 was CNY 48,368,525.90, representing a decline of 18.5% from CNY 59,346,369.50 in the first half of 2024[157] Cash Flow and Investments - The net cash flow from operating activities increased by 44.45% to ¥44,055,429.20, up from ¥30,499,545.50 in the same period last year[21] - The company's net cash flow from operating activities increased by 44.45% to ¥44,055,429.20, primarily due to a year-on-year increase in sales collections[39] - The net increase in cash and cash equivalents was negative at -¥128,167,317.40, a decline of 52.92% compared to the previous period, mainly due to increased investment payments[39] - The total cash inflow from investment activities in the first half of 2025 was ¥2,880,897,292.65, down 31.3% from ¥4,191,221,256.67 in the first half of 2024[163] - Cash flow from financing activities in the first half of 2025 resulted in a net outflow of ¥64,491,439.00, an improvement from a net outflow of ¥86,429,352.40 in the first half of 2024[163] - The company raised a total of RMB 1,078,000,000.00 from the issuance of 28 million shares at a price of RMB 38.50 per share[56] - The remaining balance of the raised funds totals RMB 14,187.63 million, excluding interest income, and is held in a dedicated account[58] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,604,556,787.33, representing a slight increase of 0.77% from ¥2,584,569,995.02 at the end of the previous year[21] - The total liabilities increased to CNY 816,654,494.12 from CNY 769,905,702.14, representing an increase of approximately 6.1%[151] - Total current assets decreased slightly to CNY 1,883,896,974.33 from CNY 1,889,704,233.08, a decline of approximately 0.4%[149] - Total non-current assets increased to CNY 720,659,813.00 from CNY 694,865,761.94, an increase of about 3.7%[150] - Total equity decreased to CNY 1,787,902,293.21 from CNY 1,814,664,292.88, a decline of about 1.5%[151] Market and Competitive Environment - The company faces risks related to macroeconomic conditions, market competition, and fluctuations in raw material prices[4] - The company is enhancing its domestic and international market presence by deepening distribution channel cooperation and expanding e-commerce initiatives[33] - The welding industry remains highly competitive with low market concentration, posing challenges for many companies lacking innovation capabilities[82] - The company aims to improve manufacturing management and product quality to enhance overall competitiveness[82] Research and Development - The company has obtained a total of 66 invention patents, 213 utility model patents, and 42 design patents, with 24 patents currently under application[36] - The company is focusing on innovation-driven strategies, emphasizing "intelligent, efficient, and green" technology advancements[32] - The company is committed to improving operational efficiency through lean production practices and enhancing its quality management system[35] - The company is focused on enhancing its R&D capabilities to drive innovation and product development in the coming years[60] Strategic Initiatives - The company plans not to distribute cash dividends or issue bonus shares[5] - The company is actively pursuing new strategies for market expansion and technological development, as indicated by its significant increase in investment and asset pledges[50][52] - The company has outlined plans for potential mergers and acquisitions to strengthen its market position and expand its product offerings[60] - The company plans to continue utilizing the raised funds in accordance with the detailed usage plan after fulfilling relevant procedures[56] Compliance and Governance - The company is committed to maintaining compliance with the regulations set forth by the China Securities Regulatory Commission and other governing bodies[57] - The company has established a fundraising management system to ensure the proper use and storage of raised funds, in compliance with relevant laws and regulations[57] - The company actively engages with investors through various channels, ensuring transparent communication and equal treatment of all shareholders[95] - The company has established a comprehensive compensation and evaluation system to protect employee rights and enhance their sense of belonging and cohesion[97] Operational Efficiency - The company is committed to improving operational efficiency through lean production practices and enhancing its quality management system[35] - The company has effectively optimized resource allocation during project implementation, leading to significant cost savings[70] - The company is enhancing strategic cooperation with key suppliers and improving supply chain management to mitigate the impact of raw material price volatility[83] Shareholder Information - The company has established a shareholder return plan for 2024-2026, ensuring a stable cash dividend policy since its listing[95] - The total number of shares before the change was 449,555,201, with a change in limited sale shares from 134,250,750 to 134,469,050[134] - The largest shareholder, Qiu Guang, holds 34.23% of the shares, totaling 153,902,000 shares[139] - The company has not experienced any changes in its controlling shareholder during the reporting period[142]

Core Viewpoint - The company, as a leading player in the automated welding sector, emphasizes its strong market position and competitive advantages in the domestic welding equipment industry, while acknowledging the low industry concentration and the challenges posed by smaller, less capable competitors [1] Group 1: Market Position and Competition - The domestic welding equipment industry has numerous players with low concentration, where only a few large firms possess significant R&D capabilities [1] - As market competition intensifies, leading companies are enhancing their R&D levels and innovation capabilities, which will lead to the gradual elimination of smaller, technologically lagging firms [1] - The company has accumulated substantial expertise in inverter welding technology and possesses strong market competitiveness [1] Group 2: Future Development - The company plans to continuously develop new technologies and products with independent intellectual property rights to drive growth for both the company and the industry [1]

证券代码：300154 证券简称：瑞凌股份 公告编号：2025-028 深圳市瑞凌实业集团股份有限公司 关于高级管理人员减持计划实施完成的公告 公司高级管理人员成军先生保证向本公司提供的信息内容真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 缔造世界一流焊接专家 缔造世界一流焊接专家 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 深圳市瑞凌实业集团股份有限公司（以下简称"公司"）于 2025 年 5 月 19 日披 露了《关于控股股东、实际控制人的一致行动人及部分高级管理人员减持股份的预 披露公告》(公告编号：2025-025)，公司高级管理人员成军先生计划自减持预披露公 告披露之日起15个交易日后的3个月内以集中竞价方式减持公司股份不超过124,000 股，占公司目前总股本的比例为 0.0276%。 公司于2025年8月7日收到成军先生出具的《关于减持公司股份计划实施完成的 告知函》，获悉成军先生本次减持公司股份计划已实施完成。根据《上市公司股东 减持股份管理暂行办法》《深圳证券交易所上市公司自律监管指引第18号——股东 及董事、高级管理人员减持股份》等相关规定，现将有关情 ...

Group 1 - *ST San Sheng (002742.SZ): The controlling shareholder Pan Xianwen's judicial auction of 32.2 million shares has been completed, with 30 million shares transferred, accounting for 6.94% of the total share capital. After the reduction, Pan Xianwen's shareholding ratio decreased from 24.20% to 17.26%, which will not lead to a change in company control [1] - Aike Co., Ltd. (300889.SZ): Shareholder Zhang Fengbin, holding over 5%, reduced his stake by 1% (1.67818 million shares) from May 13 to June 27, 2025, bringing his holding to 7.9902% [1] - Anlu Technology (688107.SH): The shareholder National Integrated Circuit Industry Investment Fund Co., Ltd. completed its reduction plan, selling 4.008493 million shares (1% of total share capital) from May 8 to June 30, 2025, with a total reduction amount of 109.36 million yuan, current holding ratio at 5.76% [1] Group 2 - Anshuo Information (300380.SZ): The controlling shareholder Shanghai Anshuo Technology Development Co., Ltd. and actual controllers reduced their stakes by 1.16% (1.599416 million shares), 0.94% (1.300187 million shares), and 0.65% (900,000 shares) respectively [1] - Baoming Technology (002992.SZ): Directors and management plan to reduce their holdings by a total of 0.0107%, 0.0714%, and 0.0107% over the next three months [2] - Beiyikang (870199.BJ): Employee shareholding platforms completed their reduction plans, selling 546,284 shares (0.8%) and 131,650 shares (0.19%) [2] Group 3 - Boyun New Materials (002297.SZ): Major shareholder Hunan Xiangtou High-tech Venture Capital Co., Ltd. reduced its stake by 406.74 million shares (0.71%) from June 5 to June 30, 2025, bringing its holding to 6.99% [2] - Dongwei Technology (688700.SH): Specific shareholder Xie Yulong completed a reduction plan, selling 574,857 shares (0.1927%) from June 4 to June 30, 2025, with a total reduction amount of 21.362156 million yuan, current holding ratio at 0% [2] - Fuzhi Environmental Protection (688335.SH): Major shareholder Deqing Junjie Enterprise Management Partnership plans to reduce up to 4.441035 million shares (3%) over the next three months [3] Group 4 - Gu Gao Technology (301510.SZ): Shareholder Beijing Equity Investment Development Management Center completed its reduction plan, selling 4.0001 million shares (1%) from June 5 to June 30, 2025, bringing its holding to 7.68% [3] - Guangbo Co., Ltd. (002103.SZ): Shareholder Ren Hangzhong reduced his stake by 156,440 shares (0.2928%), bringing his holding to 9.99999% [3] - Guoke Military Industry (688543.SH): Specific shareholders Yang Minghua and Chen Gonglin plan to reduce up to 2.08842 million shares (1%) and 3.789115 million shares (1.8143%) over the next three months [3] Group 5 - Guorui Technology (300600.SZ): Major shareholder Gong Ruiliang reduced his stake by 3.243209 million shares (1.1%) from June 27 to July 1, 2025, bringing his holding to 20.63% [4] - Hangzhou Thermal Power (605011.SH): Shareholder Huashi Investment plans to reduce up to 5.997 million shares (1.4989%) over the next three months [4] - Huaya Intelligent (003043.SZ): Executives plan to reduce their holdings by a total of 0.0132%, 0.0092%, and 0.0092% over the next three months [4]

缔造世界一流焊接专家 证券代码：300154 证券简称：瑞凌股份 公告编号：2025-027 深圳市瑞凌实业集团股份有限公司 关于部分高级管理人员减持计划实施完成的公告 公司高级管理人员潘文先生保证向本公司提供的信息内容真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 | 股东 | 股份性质 | 本次减持前持有股份 | | 本次减持后持有股份 | | --- | --- | --- | --- | --- | | 名称 | | 股数（万股） 占总股本比例 | 股数（万股） | 占总股本比例 | 1 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 深圳市瑞凌实业集团股份有限公司（以下简称"公司"）于 2025 年 5 月 19 日披 露了《关于控股股东、实际控制人的一致行动人及部分高级管理人员减持股份的预 披露公告》(公告编号：2025-025)，公司高级管理人员潘文先生计划自减持预披露公 告披露之日起 15 个交易日后的 3 个月内以集中竞价方式减持公司股份不超过 99,000 股，占公司目前总股本的比例为 0.0220%。 公司于2025年7月1日收到潘文先生出具的《关于减持公 ...

2024年度权益分派实施公告 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。 缔造世界一流焊接专家 证券代码：300154 证券简称：瑞凌股份 公告编号：2025-026 深圳市瑞凌实业集团股份有限公司 深圳市瑞凌实业集团股份有限公司（以下简称"公司"）2024年年度权益分派 方案已获2025年5月16日召开的2024年度股东大会审议通过，本次权益分派实施 距离股东大会通过权益分派方案未超过两个月，现将权益分派事宜公告如下： 一、股东大会审议通过利润分配方案的情况 1、公司2024年度利润分配预案：以董事会审议利润分配预案当日的公司总 股本449,555,201股为基数，向全体股东以每10股派发人民币2.00元现金（含税） 的股利分红，合计派发现金红利人民币89,911,040.20元（含税）。若在分配方案 实施前公司总股本由于可转债转股、股份回购、股权激励行权、再融资新增股份 上市等原因而发生变化的，分配方案则按"分派比例不变，调整分派总额"的原则 实施。 2、自分配方案披露至实施期间，公司总股本未发生变化。 3、本次实施的权益分派方案与股东大会审议通过的2 ...

Group 1 - The company Shenzhen Ruiling Industrial Group Co., Ltd. has approved a profit distribution plan at the 2024 annual general meeting, which includes a cash dividend of RMB 2.00 per 10 shares, totaling RMB 89,911,040.20 [2][3] - The total share capital for the distribution is based on 449,555,201 shares, excluding any repurchased shares [2][3] - The cash dividend will be distributed to all shareholders registered by the close of trading on June 25, 2025, with the ex-dividend date set for June 26, 2025 [3][6] Group 2 - The distribution will be subject to different tax rates for various types of shareholders, with QFII and RQFII receiving a net dividend of RMB 1.80 per 10 shares after tax [2][3] - The company will not withhold individual income tax for certain shareholders, which will be calculated based on their holding period upon stock transfer [3] - The company has provided contact information for inquiries regarding the dividend distribution process [3][6]

Core Viewpoint - RuiLing Co., Ltd. demonstrates strong growth and significant advantages in the welding equipment industry, driven by continuous technological innovation, a solid industry position, and forward-looking strategic layout [1][2][3] Group 1: Technological Innovation - Technological innovation is the core competitive advantage of RuiLing Co., Ltd., with over 200 national patents and some technologies reaching international leading standards [1] - The company has made significant breakthroughs in digital welding technology and new welding materials through partnerships with research institutions and universities [1] - The application of the "Tiangong" chip in RuiLing's products has significantly enhanced product competitiveness, marking a transition to a "chip era" in inverter welding machines [1] Group 2: Market Position and Product Competitiveness - RuiLing Co., Ltd. maintains a high market share in the domestic market due to quality products, comprehensive after-sales service, and a strong brand reputation [2] - The company is expanding its international presence and competing with well-known international brands, enhancing its global brand influence [2] - The company promotes its own brands and implements differentiated branding strategies to meet various consumer needs, with brands like RuiLing and RuiLong enjoying high recognition in the welding industry [2] Group 3: Business Expansion and Transformation - RuiLing Co., Ltd. is actively seeking business expansion and transformation opportunities in welding equipment, smart manufacturing, chip research and development, precision components, industrial robots, and new energy [2] - The company offers a one-stop service capability in welding automation, including design, production, installation, and commissioning of automated welding production lines [2] - By leveraging its advantages in products, technology, application experience, and project management, the company aims to design and build large-scale robotic automated welding production lines, providing new growth potential for future performance [2] Group 4: Commitment to Sustainable Development - RuiLing Co., Ltd. is responding to policy directions and market trends by promoting technological innovation and product upgrades focused on green manufacturing and energy conservation [3] - The company continues to invest in research and development of green welding products to reinforce its industry-leading position and contribute to sustainable development [3] - Looking ahead, RuiLing Co., Ltd. plans to enhance its international presence while consolidating its domestic market leadership, aiming to contribute more to the global welding equipment industry's development [3]

Core Viewpoint - The announcement reveals that the controlling shareholder and some senior management of Ruiling Co., Ltd. plan to reduce their shareholdings, which may impact investor sentiment and stock performance [1][2]. Shareholding Reduction Plan - Shenzhen Lihan Investment Consulting Co., Ltd., an action-in-concert party of the controlling shareholder Qiu Guang, holds 16,000,000 shares (3.5591% of total shares) and plans to reduce up to 13,486,656 shares (3% of total shares) within three months after a 15 trading day period post-announcement [1]. - Senior management member Cheng Jun, holding 496,000 shares (0.1103% of total shares), intends to reduce up to 124,000 shares (0.0276% of total shares) within the same timeframe [2]. - Another senior management member, Pan Wen, holding 396,000 shares (0.0881% of total shares), plans to reduce up to 99,000 shares (0.0220% of total shares) within the specified period [2]. Financial Performance Overview - Binhai Energy's 2024 annual report indicates that Qiu Guang is the controlling shareholder, with a total revenue of 1.015 billion yuan, down 11.73% year-on-year [2][3]. - The net profit attributable to shareholders increased by 49.48% to 150 million yuan, while the net profit excluding non-recurring items decreased by 41.95% to approximately 48.43 million yuan [3]. - The net cash flow from operating activities dropped significantly by 65.98% to approximately 38.57 million yuan [3]. - The total assets at the end of 2024 reached approximately 2.585 billion yuan, reflecting a 6.19% increase from the previous year [3].