阜新德尔汽车部件股份有限公司 草案主要修订情况如下（如无特别说明，本公告中的简称或释义均与草案中 "释义"所定义的词语或简称具有相同的含义）： | 序号 | | 重组报告书章节 | 主要修订内容 | | --- | --- | --- | --- | | 1 | 重大事项提示 | | 更新《业绩补偿协议之补充协议》相关内 容 | | 2 | 第一节 | 本次交易概况 | 更新承诺相关内容 | | 3 | 第四节 | 交易标的基本情况 | 更新租赁合同 | | 4 | 第五节 | 发行股份情况 | 更新承诺相关内容 | | 5 | 第七节 | 本次交易合同的主要内容 | 更新《业绩补偿协议之补充协议》相关内 容 | | 6 | 第十四节 | 独立董事、财务顾问及法律顾 | 更新独立董事意见 | | | 问意见 | | | 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。 阜新德尔汽车部件股份有限公司（以下简称"上市公司"或"公司"）拟向 上海德迩实业集团有限公司（以下简称"上海德迩"）等交易对方以发行股份等 方式购买其持有的爱卓智能科技（上海）有限公司（以下简称" ...

东方证券股份有限公司 关于 二〇二五年十月 声明和承诺 东方证券股份有限公司接受阜新德尔汽车部件股份有限公司（以下简称"德 尔股份"、"上市公司"或"公司"）的委托，担任德尔股份发行股份购买资产 并募集配套资金暨关联交易的独立财务顾问，并出具本独立财务顾问报告。 阜新德尔汽车部件股份有限公司 发行股份购买资产并募集配套资金 暨关联交易 之 独立财务顾问报告（修订稿） 独立财务顾问 本独立财务顾问报告是依据《中华人民共和国公司法》、《中华人民共和国 证券法》、《上市公司重大资产重组管理办法》、《上市公司并购重组财务顾问 业务管理办法》、《上市公司向特定对象发行可转换公司债券购买资产规则》、 《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产 重组》、《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重组的监 管要求》和《深圳证券交易所上市公司重大资产重组审核规则》等法律法规及文 件的规定和要求，以及证券行业公认的业务标准、道德规范，经过审慎调查，本 着诚实信用和勤勉尽责的态度，就本次交易认真履行尽职调查义务，对上市公司 相关的申报和披露文件进行审慎核查后出具的，旨在就本次交易行为 ...

Core Viewpoint - Shanghai Derxiang Robot Co., Ltd. has been established with a registered capital of 20 million yuan, focusing on the development and sales of various types of intelligent robots and AI hardware [1] Company Summary - The legal representative of the newly established company is Luo Laijun [1] - The company is co-owned by Shanghai De Yi Chuang Yu Technology Partnership (Limited Partnership) and Shanghai Derxi Micro New Technology Co., Ltd., a wholly-owned subsidiary of Del Group (300473) [1] Industry Summary - The business scope of the company includes research and development of intelligent robots, sales of industrial robots, service consumer robots, and sales of artificial intelligence hardware [1]

Core Viewpoint - The company, Delong Holdings (300473.SZ), has clarified that it does not have a business layout in charging piles, focusing instead on automotive parts supply [1] Group 1: Company Overview - The company is primarily an automotive parts supplier [1] - Current main business includes thermal insulation, noise reduction, and lightweight products, as well as motors, pumps, mechanical products, and automotive electronics [1] - The company's motors are mainly applied in the automotive sector [1]

Core Viewpoint - The company, Delong Holdings (300473.SZ), does not have any involvement in the charging pile business and primarily operates as an automotive parts supplier [1] Group 1: Business Overview - The company's main business includes thermal insulation, noise reduction, and lightweight products, as well as electric motors, pumps, mechanical products, and automotive electronics [1] - The electric motors produced by the company are mainly applied in the automotive sector [1]

Market Overview - The automotive thermal management sector declined by 1.86%, ranking among the top declines in concept sectors as of the market close on October 13 [1] - Within this sector, companies such as Hengshuai Co., Zhejiang Rongtai, and Jingwei Hengrun experienced significant declines, while 18 stocks saw price increases, with Hunan Tianyan, Changying Tong, and Keda Guochuang leading with gains of 6.67%, 6.55%, and 4.51% respectively [1] Concept Sector Performance - The top-performing concept sectors included Rare Earth Permanent Magnets with a gain of 6.92%, and Military Equipment Restructuring Concept with a gain of 3.51% [2] - The automotive thermal management sector was among the laggards, with a decline of 1.86%, alongside other sectors like AI PC and Decelerators [2] Capital Flow Analysis - The automotive thermal management sector saw a net outflow of 1.94 billion yuan, with 91 stocks experiencing net outflows, and 6 stocks seeing outflows exceeding 100 million yuan [2] - The leading stock for net outflow was Sanhua Intelligent Control, with a net outflow of 354 million yuan, followed by Top Group and Huagong Technology with outflows of 251 million yuan and 222 million yuan respectively [2] Notable Stocks in Automotive Thermal Management - Key stocks with significant net outflows included: - Sanhua Intelligent Control: -5.23% with a turnover rate of 5.92% and a net outflow of 353.60 million yuan - Top Group: -4.97% with a turnover rate of 3.39% and a net outflow of 251.08 million yuan - Huagong Technology: -3.19% with a turnover rate of 6.05% and a net outflow of 222.13 million yuan [3][4] Stocks with Positive Capital Inflows - Stocks with notable net inflows included: - Midea Group: 3.59 billion yuan - Feirongda: 57.68 million yuan - Sixuan New Materials: 53.25 million yuan [2][6]

Market Overview - The Shanghai Composite Index is at 3832.05 points, above the six-month moving average, with a slight increase of 0.10% [1] - The total trading volume of A-shares today is 940.447 billion yuan [1] Stocks Performance - A total of 117 A-shares have surpassed the six-month moving average today, with notable stocks showing significant deviation rates [1] - The stocks with the highest deviation rates include: - Kaiwang Technology (9.08%) - Liwang Co., Ltd. (6.87%) - Shenghui Technology (6.51%) [1] - Other stocks that have just crossed the six-month moving average with smaller deviation rates include: - China Merchants Securities - Renxin New Materials - Jihigh Development [1] Detailed Stock Data - The top three stocks with the highest daily increase and their respective metrics are: - Kaiwang Technology: 9.71% increase, 7.19% turnover rate, latest price 38.42 yuan [1] - Liwang Co., Ltd.: 13.11% increase, 12.32% turnover rate, latest price 30.03 yuan [1] - Shenghui Technology: 9.64% increase, 9.67% turnover rate, latest price 7.51 yuan [1] - Additional stocks with notable performance include: - Yuejian Intelligent: 5.39% increase, 1.95% turnover rate, latest price 16.03 yuan [1] - Haixing Electric: 4.15% increase, 1.24% turnover rate, latest price 28.13 yuan [1] Additional Stocks with Minor Deviations - Stocks with minor deviations include: - Lingge Technology: 2.11% deviation [2] - Lixin Energy: 1.98% deviation [2] - Fengshan Group: 1.95% deviation [2]

Core Viewpoint - Del's shares (300473.SZ) clarified on an interactive platform that the company does not manufacture solid-state battery equipment, focusing instead on automotive parts while also venturing into solid-state batteries themselves, specifically the batteries rather than the equipment [1] Group 1 - The company primarily engages in the automotive parts sector [1] - The company's solid-state battery initiatives are centered around the battery technology itself, not the manufacturing equipment [1]

Core Viewpoint - The response from Dongfang Securities regarding the inquiry from Shenzhen Stock Exchange highlights the operational status and growth prospects of Aizhuo Intelligent Technology (Shanghai) Co., Ltd, which is the target asset in the acquisition by Fuxin Del Automotive Parts Co., Ltd [1] Group 1: Performance and Growth - Aizhuo Intelligent's revenue is projected to grow from 216.33 million yuan in 2023 to 364.62 million yuan in 2024, representing a growth rate of 68.95%, significantly higher than the industry average of 15.98% [2] - The net profit attributable to the parent company is expected to increase by 65.42% in 2024, also surpassing the industry average of 26.48% [2] - Key clients such as Jiangsu Changshu Automotive Trim Group Co., Ltd and China FAW Group Corporation have contributed to the revenue growth, particularly from models like Hongqi H5 and Chery Tiggo 9 [2] Group 2: Industry Trends and Competitive Advantages - The automotive interior industry is experiencing positive trends driven by consumer upgrades and technological changes, with the cost share of interiors rising from approximately 12% in 2012 to over 20% post-2020 [3] - Aizhuo Intelligent has established long-term partnerships with well-known automakers, enhancing its brand image and competitive position [3] - The company holds numerous intellectual property rights and has capabilities in independent mold design, which strengthens its technological advantage [3] Group 3: Project Pipeline and Future Outlook - Confirmed projects are expected to generate revenues of 339.43 million yuan, 353.72 million yuan, and 303.42 million yuan from 2025 to 2027, indicating strong business sustainability [4] - New projects with major clients like Chery and FAW Toyota are anticipated to yield significant sales, with an estimated annual output of around 1.03 million sets [5] - Revenue forecasts are deemed achievable based on confirmed projects and historical data, with cost management strategies in place to maintain profitability [5] Group 4: Investment Implications - Dongfang Securities believes that Aizhuo Intelligent's sustainable revenue growth, competitive advantages, and project reserves provide a solid foundation for the successful acquisition by Fuxin Del Automotive Parts Co., Ltd, signaling positive prospects for investors [6]

Core Viewpoint - Fuxin Del Automotive Parts Co., Ltd. has responded to the Shenzhen Stock Exchange's inquiry regarding its application for issuing shares to purchase assets and raise supporting funds, focusing on Aizhuo Intelligent Technology (Shanghai) Co., Ltd. and addressing various concerns related to revenue, costs, expenses, and evaluation forecasts [1] Group 1: Performance and Growth - Aizhuo Intelligent has shown significant revenue growth, with reported revenues of 216.33 million yuan and 364.62 million yuan, reflecting growth rates of 9.93% and 68.95% respectively, driven by increased orders from major clients [2] - The net profit attributable to the parent company increased by 190.90% and 65.42%, surpassing the average growth rates of comparable companies in the industry [2] - The main business revenue of Aizhuo Intelligent accounts for over 98.50%, with growth influenced by the sales volume of key models such as Hongqi H5 and Chery Tiggo 9 [2] Group 2: Cost and Expense Management - Aizhuo Intelligent has experienced a decrease in the average procurement price of key raw materials, attributed to changes in product revenue structure and procurement scale efficiency [3] - The company maintains a low sales expense ratio compared to industry averages, due to a mature model for developing new clients and projects, as well as a streamlined sales team [3] Group 3: Evaluation and Forecasting - The revenue assessment for Aizhuo Intelligent is based on detailed predictions of expected vehicle sales, unit prices, and quantities, with a focus on both existing and anticipated projects [4] - The forecast indicates a decline followed by an increase in revenue, with material costs expected to decrease as business scales up and quality improves [4] - The predicted profit margins are expected to be higher than the reporting period and industry averages, with a cautious approach to forecasting [5]