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 发行保荐书 保荐人 二〇二五年十月 保荐人出具的证券发行保荐书 保荐人及保荐代表人声明 中信建投证券股份有限公司及本项目保荐代表人王旭、蒋潇根据《中华人民 共和国公司法》《中华人民共和国证券法》等有关法律、法规和中国证监会的有 关规定以及深圳证券交易所的有关业务规则，诚实守信，勤勉尽责，严格按照依 法制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并保证发行保 荐书的真实性、准确性和完整性。 3-1-1 | 释 义 | 3 | | --- | --- | | 第一节 | 本次证券发行基本情况 4 | | | 一、本次证券发行具体负责推荐的保荐代表人 4 | | | 二、本次证券发行项目协办人及项目组其他成员 4 | | | 三、发行人基本情况 6 | | | 四、保荐人与发行人关联关系的说明 9 | | | 五、保荐人内部审核程序和内核意见 10 | | | 六、保荐人对私募投资基金备案情况的核查 11 | | 第二节 | 保荐人承诺事项 13 | | 第三节 | 关于有偿聘请第三方机构和个人等相关行为的核查 ...

Macro Insights - The Federal Reserve's October meeting resulted in a 25 basis point rate cut, with Chairman Powell indicating that December's rate cut remains uncertain, leading to a decrease in market expectations for future cuts [2][3] - The Chinese Yuan has appreciated by 2.8% against the US dollar this year, with a notable 12% increase against the Japanese Yen since July, indicating a shift towards an "independent trend" in the Yuan's valuation [2][3] Fixed Income - In October, the People's Bank of China announced a resumption of bond purchases, leading to a significant rise in government bond futures [5][6] - The US financial sector is seeing a new model of support for national strategy, with JPMorgan's $1.5 trillion initiative focusing on key industries and supply chain resilience [6] Energy and New Energy - The "15th Five-Year Plan" emphasizes the development of new energy storage and smart grid infrastructure, benefiting companies in the storage and wind power sectors [10][11] - A significant $80 billion investment in nuclear power by Cameco and Brookfield Asset Management aims to enhance energy infrastructure in the US [11] Real Estate - The "15th Five-Year Plan" outlines a shift towards high-quality development in real estate, focusing on improving housing quality and supply systems, which may enhance long-term value in the sector [13] Financial Services - The brokerage sector is experiencing a slight decrease in positions, with a focus on high-quality financial strategies amid a recovering market sentiment [9] - The banking sector shows signs of improvement, with a notable increase in credit issuance and a stable asset quality outlook [23] Key Companies - Huafeng Measurement Control reported a 67.21% year-on-year revenue increase in Q3, driven by cost reduction and improved testing performance [17] - Shaanxi Coal and Chemical Industry's Q3 revenue showed a 6.03% quarter-on-quarter increase, benefiting from a recovery in coal prices [18] - Kweichow Moutai's Q3 revenue growth was lower than expected, but the company is implementing strategies to boost market confidence [19] - Guangdong Investment's Q3 performance reflects a stable business model with strong cash flow, supporting high dividend returns [20] - Yutong Bus reported a 32.27% year-on-year revenue increase in Q3, driven by strong export performance [21]

Core Viewpoint - Jiangsu Leili (300660.SZ) reported a significant increase in revenue and net profit for the first three quarters of 2025, indicating strong business performance and growth potential [1] Financial Performance - The company's operating revenue for the first three quarters reached 3.008 billion yuan, representing a year-on-year growth of 21.49% [1] - The net profit attributable to shareholders of the listed company was 265 million yuan, showing a year-on-year increase of 9.92% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 241 million yuan, reflecting a year-on-year growth of 2.01% [1] - Basic earnings per share were reported at 0.5921 yuan [1]

Core Insights - Jiangsu Leili reported a revenue of 1,049,269,378.67 yuan for Q3 2025, representing a year-on-year growth of 22.97% [1] - The net profit attributable to shareholders of the listed company was 78,499,309.19 yuan, showing a year-on-year increase of 13.56% [1] Financial Performance - Revenue for Q3 2025: 1,049.27 million yuan, up 22.97% year-on-year [1] - Net profit for Q3 2025: 78.50 million yuan, up 13.56% year-on-year [1]

Core Insights - Jiangsu Leili (300660.SZ) reported a revenue of 3 billion yuan for the first three quarters, representing a year-on-year increase of 21.49% [1] - The net profit attributable to shareholders of the listed company reached 260 million yuan, reflecting a year-on-year growth of 9.92% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 241 million yuan, with a year-on-year increase of 2.01% [1]

证券代码：300660 证券简称：江苏雷利 公告编号：2025-074 江苏雷利电机股份有限公司 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。 江苏雷利电机股份有限公司（以下简称"公司"）于 2025 年 10 月 29 日召开 了第四届董事会第十二次会议和第四届董事会审计委员会第七次会议，审议通过 了《关于公司 2025 年第三季度报告全文的议案》。 为使广大投资者全面了解公司的经营情况、财务状况等，本公司 2025 年第 三季度报告于 2025 年 10 月 30 日在中国证监会指定的创业板信息披露网站巨潮 资讯网（http://www.cninfo.com.cn）上披露，敬请投资者注意查阅。 特此公告 江苏雷利电机股份有限公司 董事会 2025 年 10 月 29 日 关于 2025 年第三季度报告披露的提示性公告 ...

证券代码：300660 证券简称：江苏雷利 公告编号：2025-076 江苏雷利电机股份有限公司 第四届董事会第十二次会议决议公告 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。 一、董事会会议召开情况 1、江苏雷利电机股份有限公司（以下简称"公司"）第四届董事会第十二次 会议于 2025 年 10 月 24 日以电子邮件方式发出通知，并于 2025 年 10 月 29 日在 公司会议室以现场及通讯投票方式召开。 2、本次会议应出席董事 9 名，实际出席董事 9 名。 3、本次会议由公司董事长苏建国先生主持，公司高级管理人员列席了会议。 4、本次会议的召开符合有关法律、行政法规、部门规章、规范性文件和公 司章程的规定。 1、审议通过了《关于公司 2025 年第三季度报告全文的议案》。 经审议，董事们一致认为：《2025 年第三季度报告全文》的内容符合法律、 行政法规、中国证券监督管理委员会和深圳证券交易所的相关规定，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。 《2025 年第三季度报告 全文》详见 2025 年 10 月 30 日 ...

Financial Performance - The company's operating revenue for Q3 2025 reached ¥1,049,269,378.67, representing a 22.97% increase year-over-year[5] - Net profit attributable to shareholders was ¥78,499,309.19, up 13.56% compared to the same period last year[5] - The basic earnings per share (EPS) was ¥0.1756, reflecting a 13.58% increase year-over-year[5] - Total operating revenue for the current period reached ¥3,007,608,768.90, an increase of 21.4% compared to ¥2,475,691,745.80 in the previous period[19] - Net profit attributable to the parent company increased to ¥1,290,737,202.61, compared to ¥1,195,245,027.51 in the previous period, reflecting a growth of 7.9%[17] - The net profit for the current period is approximately ¥279.61 million, an increase from ¥262.70 million in the previous period, representing a growth of about 6.9%[20] - The company reported a total comprehensive income of ¥281.13 million, up from ¥258.15 million, marking an increase of approximately 8.9%[20] Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥6,750,246,948.33, a 4.80% increase from the end of the previous year[5] - Total assets reached ¥6,750,246,948.33, a rise of 4.8% from ¥6,440,954,009.96 at the beginning of the period[18] - Current assets totaled ¥4,615,285,978.17, increasing by 3.1% from ¥4,476,354,588.03[17] - Total liabilities amounted to ¥2,713,761,153.12, an increase of 6.7% from ¥2,543,391,101.68[17] - The company's equity attributable to shareholders reached ¥3,468,443,721.18, up from ¥3,369,497,239.97, reflecting a growth of 2.9%[18] Cash Flow - Cash flow from operating activities for the year-to-date was ¥234,212,403.56, down 34.61% compared to the same period last year[9] - The cash flow from operating activities generated a net amount of ¥234.21 million, down from ¥358.16 million in the previous period, reflecting a decrease of about 34.6%[21] - The net cash flow from financing activities decreased by 191.96%, amounting to -¥84,076,917.32, primarily due to increased repayment of credit loans[9] - The net cash flow from financing activities was negative at ¥84.08 million, compared to a positive flow of ¥91.43 million in the previous period[22] Shareholder Information - The total number of common shareholders at the end of the reporting period is 50,056[10] - The largest shareholder, Changzhou Leili Investment Group Co., Ltd., holds 36.33% of shares, totaling 162,430,436 shares[10] - The second-largest shareholder, Baizhuo Development Co., Ltd., holds 24.28% of shares, totaling 108,546,309 shares[10] - The top 10 shareholders collectively control 63.12% of the company’s shares[11] - The company has no shareholders participating in margin financing or securities lending[11] - The company’s actual controller, Mr. Su Jianguo, controls 63.12% of the shares through various entities[11] Investment and Expenses - The company reported a significant increase in investment income of 320.52%, totaling ¥13,365,934.39 year-to-date[8] - The fair value change income increased dramatically by 13532.65%, reaching ¥14,914,379.56 year-to-date[8] - Research and development expenses for the current period were ¥133,050,341.13, an increase of 11.8% from ¥118,934,874.37 in the previous period[19] Dividends and Other Income - The company received government subsidies totaling ¥5,860,198.32 during the reporting period, contributing to its financial performance[6] - The company paid out ¥188.93 million in dividends and interest, slightly down from ¥206.07 million in the previous period[22] - The company experienced a foreign exchange gain of ¥10.05 million, compared to a gain of ¥9.12 million in the previous period[22] Share Structure - There are no preferred shareholders or changes in restricted shares reported[12] - The total number of restricted shares at the end of the period is 357,981 shares, with 102,279 shares added during the period[13] - The company has not reported any changes in the number of shareholders participating in securities lending[11] - The company plans to issue convertible bonds to unspecified investors, pending shareholder approval and regulatory review[14]

Market Overview - The electric motor sector increased by 1.16% compared to the previous trading day, with Fangzheng Electric leading the gains [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Stock Performance - Fangzheng Electric (002196) closed at 9.92, up 9.98% with a trading volume of 349,300 shares and a transaction value of 345 million yuan [1] - Xiangdian Co. (600416) rose by 2.53% to 14.98, with a trading volume of 322,300 shares [1] - Other notable performers include Benrui Co. (300626) up 2.12% to 13.00 and Wolong Electric (600580) up 1.97% to 50.27 [1] Capital Flow - The electric motor sector experienced a net outflow of 440 million yuan from institutional investors, while retail investors saw a net inflow of 256 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment, with retail investors showing interest despite institutional selling [2] Individual Stock Capital Flow - Fangzheng Electric had a net inflow of 107 million yuan from institutional investors, while retail investors showed a net outflow of approximately 5 million yuan [3] - Xiangdian Co. saw a net inflow of 72.63 million yuan from institutional investors, with retail investors also experiencing a net outflow [3] - Jiangsu Leili (300660) had a net inflow of 38.87 million yuan from retail investors, indicating some interest from this segment [3]

Core Viewpoint - Jiangsu Leili has made significant progress in its generational transition with a change in the shareholding structure of its controlling shareholder, Changzhou Leili Investment Group [2][3] Shareholding Structure Changes - Su Jianguo transferred 36.81% of his shares in Leili Investment to his son Su Da, resulting in Su Da holding 47.01% and Su Jianguo holding 3.99% post-transfer [3] - Hua Rongwei transferred 15.68% of his shares in Leili Investment to his son Hua Sheng, leading to Hua Sheng holding 25.48% and Hua Rongwei holding 23.52% after the transfer [3] Company Background - Jiangsu Leili was founded in 1993 and is known for its micro and special motor research and manufacturing [11] - The company went public on the Shenzhen Stock Exchange in 2017 and has diversified into various sectors, including home appliances, automotive, and healthcare [11] Financial Performance - For the first half of 2025, Jiangsu Leili reported a revenue of 1.958 billion yuan, a year-on-year increase of 20.71%, and a net profit of 186 million yuan, up 8.45% [11] - Revenue growth in various segments includes home appliances (5.09%), automotive parts (63.72%), industrial control (34.49%), and healthcare (30.91%) [11] Market Capitalization - As of the announcement date, Jiangsu Leili's market capitalization was approximately 23.5 billion yuan, with Su Da's shares valued at about 5.243 billion yuan and Hua Sheng's shares at approximately 1.34 billion yuan [10]