中信建投证券股份有限公司 关于 江苏雷利电机股份有限公司 向不特定对象发行可转换公司债券 之 上市保荐书 保荐人 二〇二五年十二月 保荐人出具的上市保荐书 保荐人及保荐代表人声明 在本上市保荐书中，除非另有说明，下列词语具有如下特定含义： 保荐人、主承销商、中信建投 证券 指 中信建投证券股份有限公司 发行人、江苏雷利、公司 指 江苏雷利电机股份有限公司 本次发行 指 公司本次向不特定对象发行可转换公司债券并募集 资金的行为 可转债 指 可转换公司债券 募集说明书 指 《江苏雷利电机股份有限公司向不特定对象发行可 转换公司债券募集说明书》 上市保荐书 指 《中信建投证券股份有限公司关于江苏雷利电机股 份有限公司向不特定对象发行可转换公司债券之上 市保荐书》 公司章程 指 《江苏雷利电机股份有限公司章程》 股东会 指 江苏雷利电机股份有限公司股东会 董事会 指 江苏雷利电机股份有限公司董事会 中国证监会、证监会 指 中国证券监督管理委员会 深交所、交易所 指 深圳证券交易所 公司法 指 《中华人民共和国公司法》 证券法 指 《中华人民共和国证券法》 报告期、最近三年及一期 指 2022 年度、2023 年度、2 ...

Core Points - The Shanghai Composite Index closed at 3875.79 points, slightly down by 0.06%, with a total trading volume of 1561.665 billion yuan [1] - A total of 56 A-shares have surpassed the half-year line, with notable stocks showing significant deviation rates [1] Summary by Category Market Performance - The Shanghai Composite Index is above the half-year line, indicating a stable market performance [1] - The total trading volume for A-shares today reached 1561.665 billion yuan [1] Notable Stocks - Stocks with the highest deviation rates from the half-year line include: - Huawu Co., Ltd. (300095) with a deviation rate of 12.77% and a price increase of 19.96% [1] - Hengerd (300946) with a deviation rate of 11.14% and a price increase of 20.01% [1] - Yingqu Technology (002925) with a deviation rate of 8.13% and a price increase of 10.02% [1] - Other stocks that have just crossed the half-year line include Ruifeng Bank, Baosheng Co., and Guosheng Zhike, which have smaller deviation rates [1] Detailed Stock Data - A detailed table lists various stocks, their trading performance, turnover rates, half-year line prices, latest prices, and deviation rates, highlighting the performance of each stock [1][2]

Market Overview - On December 4, A-shares showed mixed performance with the Shanghai Composite Index down 0.06% at 3875 points, while the Shenzhen Component Index rose by 0.4% and the ChiNext Index increased by 1.01% [1][2] - The total trading volume in the Shanghai and Shenzhen markets was 1.55 trillion yuan, a decrease of 121 billion yuan compared to the previous trading day [1] Sector Performance - The robotics sector experienced a surge, with stocks like Hengerdai, Haichang New Materials, and Huawu Co. hitting the 20% daily limit up [4][5] - The commercial aerospace concept also strengthened, with multiple stocks including Dahua Intelligent and Sichuan Jinding reaching their daily limit [7] - The semiconductor sector saw gains, with Hongwei Technology rising over 9% [9][10] - The film and cinema sector rallied, with Bona Film Group increasing by over 9% [11][12] - The Hainan sector faced declines, with stocks like Roniu Mountain and Hainan Ruize hitting the daily limit down [13][14] - The liquor sector weakened, with companies like Shede Liquor and Luzhou Laojiao dropping over 3% [15][16] Key Stock Movements - Notable gainers in the robotics sector included: - Hengerdai: +20.01% at 58.60 yuan - Haichang New Materials: +19.99% at 25.57 yuan - Huawu Co.: +19.96% at 11.24 yuan [5][8] - In the commercial aerospace sector, Haichang New Materials and Huawu Co. also saw significant increases [7] - The semiconductor sector's notable performers included: - Hongwei Technology: +9.55% at 28.00 yuan - Zhongke Blue News: +8.90% at 158.53 yuan [10] - In the film sector, Bona Film Group rose by 9.06% to 8.55 yuan [12] Future Outlook - UBS China strategists expect the A-share market to continue its upward trend, projecting an increase in earnings growth to 8% in 2026, up from 6% in 2025 [19]

Core Viewpoint - The humanoid robot sector is experiencing strong performance, with several companies seeing significant stock price increases, indicating a growing interest and investment in this emerging technology [1][2]. Group 1: Stock Performance - Companies such as Huawu Co., Ltd. (华伍股份), Junya Technology (骏亚科技), and others have reached their daily price limits, showcasing robust market activity in the humanoid robot sector [1]. - Notable stock price increases include: - Sanxie Electric (三协电机) up by 20.88% - Huawu Co., Ltd. up by 19.96% - Dema Technology (德马科技) up by 13.45% - Jiangsu Leili (江苏雷利) up by 11.64% [2]. Group 2: Company Developments - Huawu Co., Ltd. focuses on the research, development, manufacturing, and sales of industrial brakes and control systems, positioning itself as a leading player in the industry [3]. - The company is actively developing ultra-thin electromagnetic brakes suitable for humanoid robots, moving from design to prototype testing, which supports its market entry strategy [3]. - The commercialization of humanoid robots is accelerating, with significant announcements from companies like Tesla and others regarding their advancements and production plans for humanoid robots [3].

Group 1 - The Robot ETF (562500) is showing resilience and upward momentum, increasing by 1.81% with a trading volume approaching 1.3 billion yuan, indicating high market activity [1] - Key holdings within the ETF are experiencing significant gains, with companies like Gokey Technology rising over 18%, and others such as Jiu Lun Intelligent and Jiangsu Leili seeing increases exceeding 8% [1] Group 2 - China Mobile has launched its first consumer-grade quadruped robot, "Lingxi," designed for family services, focusing on human-like interaction and scenario-based services for children, elderly care, and home security [2] - The "Lingxi" robot integrates AI large model technology, enabling it to understand user intentions and adapt to unique household routines, including monitoring for safety hazards and providing companionship [2] Group 3 - According to招商证券, downstream manufacturers play a central role in the industry chain, focusing on hardware and software integration and algorithm adaptation, particularly in industrial manufacturing and logistics [3] - The Robot ETF (562500) is the only robot-themed ETF in the market with a scale exceeding 20 billion yuan, covering various segments such as humanoid robots, industrial robots, and service robots, facilitating investor access to the entire robot industry chain [3]

Market Overview - A-shares showed a rebound with the ChiNext Index rising over 1% and the Hang Seng Technology Index also increasing by more than 1% [1] - The Shanghai Composite Index closed slightly up by 0.04% at 3879.52 points, while the Shenzhen Component rose by 0.35% and the ChiNext Index increased by 0.76% [1] - The total trading volume in the Shanghai and Shenzhen markets reached 10,403 billion [1] Robotics Sector - The robotics sector experienced a significant surge, with stocks like Haichang New Materials and Hwa Wo股份 hitting the daily limit, and Jiangsu Leili rising over 10% [3][5] - The U.S. government is reportedly accelerating the development of robotics technology, with plans for an executive order and the establishment of a robotics working group [4][5] - Tesla's Optimus team is advancing its humanoid robot production, with plans for mass production by the end of 2026, which may benefit domestic suppliers [5][6] Brokerage Sector - The brokerage sector saw a notable rise, with Changcheng Securities increasing over 4% and other firms like Xiangcai Securities and Huatai Securities also gaining [2] - The industry is expected to undergo significant changes due to supply-side reforms and a shift towards a more concentrated market structure, with a focus on high-quality development [2] - Current valuations of brokerages are considered reasonable but still low compared to the potential for growth in profitability and valuation driven by policy and internal growth [2] Commercial Aerospace Sector - The commercial aerospace sector became active again, with stocks like Aerospace Hanyu and Zhaobiao股份 rising over 10% [6] - The establishment of a dedicated Commercial Aerospace Department by the National Space Administration indicates a push for high-quality development in this industry [6][7] - The recent issuance of a plan for the commercial aerospace sector aims for significant growth and improved governance by 2027, enhancing the overall ecosystem [6][7]

Market Overview - The electric motor sector increased by 1.58% compared to the previous trading day, with China Electric Motor leading the gains [1] - The Shanghai Composite Index closed at 3914.01, up 0.65%, while the Shenzhen Component Index closed at 13146.72, up 1.25% [1] Top Performers - China Electric Motor (603988) closed at 25.95, up 5.15% with a trading volume of 106,500 shares and a turnover of 279 million yuan [1] - Wolong Electric Drive (600580) closed at 43.06, up 3.63% with a trading volume of 1,009,400 shares and a turnover of 4.328 billion yuan [1] - Ananda (603350) closed at 38.19, up 2.88% with a trading volume of 16,400 shares and a turnover of 6.221 million yuan [1] Underperformers - Bafang Electric (603489) closed at 32.21, down 4.99% with a trading volume of 96,500 shares and a turnover of 314 million yuan [2] - Kangping Technology (300907) closed at 30.50, down 2.93% with a trading volume of 37,900 shares and a turnover of 117 million yuan [2] - Huari Technology (300626) closed at 14.61, down 2.08% with a trading volume of 167,000 shares and a turnover of 245 million yuan [2] Capital Flow - The electric motor sector saw a net inflow of 244 million yuan from institutional investors, while retail investors experienced a net outflow of 61.81 million yuan [2][3] - Wolong Electric Drive had a net inflow of 379 million yuan from institutional investors, but a net outflow of 140 million yuan from retail investors [3] - China Electric Motor had a net inflow of 10.76 million yuan from institutional investors, with retail investors showing a net outflow of 13.73 million yuan [3]

Core Insights - The voice coil motor (VCM) market in China is projected to reach approximately 2.231 billion yuan in 2024, reflecting a year-on-year growth of 9.52% driven by the increasing demand in various sectors such as smartphones, industrial automation, and medical devices [1][9][10]. Industry Overview - VCM operates based on the Lorentz force principle, converting electrical energy directly into linear mechanical energy without the need for gears or screws, making it suitable for high-precision positioning and rapid linear motion [2][4]. - The VCM technology encompasses three main types: linear, swing, and multi-axis, each designed for specific applications ranging from autofocus in cameras to complex movements in semiconductor equipment [4][5]. Industry Supply Chain - The upstream supply chain includes raw materials such as magnetic materials, coil materials, and electronic components, while the midstream focuses on the manufacturing of VCMs, and the downstream applications span consumer electronics, automotive electronics, and medical devices [6]. Key Components - The core components of VCM include the permanent magnet assembly, the moving coil, and the guiding mechanism, which collectively ensure rapid response and precise control [7][8]. Market Dynamics - The demand for VCMs in smartphones is expected to remain stable, with the number of VCMs per device increasing from 2-3 to 5-8 due to the trend of multi-camera setups and higher pixel counts [9]. - The penetration of high-end smartphone models is driving the increase in VCM prices and profit margins [9]. Key Companies - Shenzhen Xinyi Chang focuses on semiconductor equipment and has achieved over 90% yield in its VCM applications, while Jiangsu Leili specializes in medical and automotive applications, with its VCMs being used in ventilators and laser radars [10][11]. Industry Trends 1. The application of new materials, such as high-temperature superconducting coils and neodymium iron nitrogen magnets, is reshaping performance boundaries and cost structures, particularly in high-demand sectors like automotive and medical [12]. 2. The integration of AI algorithms and edge computing is transitioning VCMs from passive execution to autonomous decision-making, leading to new business models that combine hardware and software services [13]. 3. The trend towards multi-dimensional integration is transforming VCMs from standard components to comprehensive system solutions, enhancing product value and profit margins [14][15].

二、进展情况 近日，公司收到雷利投资的通知，获悉其股权变更的工商登记手续已经完成 并已取得江苏常州经济开发区管理委员会出具的《登记通知书》（（0484taobc） 登字[2025]第 11240046 号）。雷利投资本次工商变更后，公司控股股东不变， 公司的实际控制人由苏建国先生变更为苏建国先生和苏达先生。 本次股权转让事项系公司控股股东雷利投资层面的股权结构变更，不会导致 公司控股股东发生变化，不会影响公司经营的稳定性，不会引起公司管理层变动， 亦不会影响公司的独立性和持续经营能力。 证券代码：300660 证券简称：江苏雷利 编号：2025-078 江苏雷利电机股份有限公司 关于控股股东股权结构变更及增加实际控制人的进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 别及连带法律责任。 一、控股股东层面股权结构变更的情况概述 江苏雷利电机股份有限公司（以下简称"公司"或"江苏雷利"）于 2025 年 10 月 23 日披露了《关于控股股东股权结构变更及增加实际控制人的提示性公 告》（公告编号：2025-073）。 ...

Core Viewpoint - Jiangsu Leili Electric Co., Ltd. has shown significant stock performance with a year-to-date increase of 79.04%, despite recent declines in the short term [1][2]. Group 1: Stock Performance - As of November 17, Jiangsu Leili's stock price reached 48.20 CNY per share, with a market capitalization of 21.55 billion CNY [1]. - The stock has experienced a 2.92% decline over the past five trading days and an 11.54% decline over the past 20 days [1]. - The company has appeared on the "龙虎榜" (a stock trading leaderboard) once this year, with a net buy of 310 million CNY on February 21 [1]. Group 2: Company Overview - Jiangsu Leili was established on April 29, 2006, and went public on June 2, 2017, focusing on the research, production, and sales of various electric motors and components [2]. - The company's main revenue sources include stepper motors (31.65%), MA motors and components (22.70%), and DC motors (14.07%) among others [2]. - As of October 31, the number of shareholders decreased by 2.51% to 47,600, with an average of 9,381 circulating shares per person, an increase of 2.57% [2]. Group 3: Financial Performance - For the period from January to September 2025, Jiangsu Leili reported a revenue of 3.008 billion CNY, reflecting a year-on-year growth of 21.49%, and a net profit attributable to shareholders of 265 million CNY, up by 9.92% [2]. - The company has distributed a total of 1.027 billion CNY in dividends since its A-share listing, with 531 million CNY distributed over the last three years [3]. Group 4: Institutional Holdings - As of September 30, 2025, the fourth largest circulating shareholder is Yongying Advanced Manufacturing Mixed Fund, holding 6.0507 million shares, a decrease of 132,600 shares from the previous period [3]. - The fifth largest shareholder, Huaxia CSI Robot ETF, increased its holdings by 919,900 shares to 4.9337 million shares [3]. - Other notable changes include increases in holdings by Hong Kong Central Clearing Limited and Huashang Runfeng Mixed Fund [3].