一、交易概述 为进一步深化深圳科创新源新材料股份有限公司（以下简称"公司""科创 新源"或"甲方"）在高分子材料产业的业务布局，扩大公司在散热产品领域的 应用场景，为公司培育新的营业收入和利润增长点，科创新源与Thermazig Limited（中文名称：斯摩格有限公司，以下简称"乙方"）、东莞市兆科电子材 料科技有限公司（以下简称"东莞兆科"、"标的公司"，与甲方、乙方合称"各 方"）签署了《股权收购意向协议》（以下简称"《意向协议》"），公司拟以 现金方式收购Thermazig Limited持有的东莞兆科51%的股权，最终收购比例由各 方协商确定并在正式交易协议中明确。本次交易完成后，公司将持有东莞兆科的 控制权（全文简称"本次交易"）。具体内容请见公司于2024年12月2日在中国 证监会指定信息披露网站巨潮资讯网（www.cninfo.com.cn）披露了《关于签署股 权收购意向协议的公告》（公告编号：2024-080）。 二、进展情况 （一）为提升标的公司对其子公司的股权重整组合效率，标的公司成立了 Zhike Technology Pte.Ltd.（中文简称：新加坡兆科科技有限公司），故本次交易 ...

世纪证券有限责任公司 关于深圳科创新源新材料股份有限公司 2024 年年度跟踪报告 | 保荐机构名称：世纪证券有限责任公司 | 被保荐公司简称：科创新源（300731.SZ） | | --- | --- | | 保荐代表人姓名：吴坤芳 | 联系电话：0755-83199599 | | 保荐代表人姓名：夏曾萌 | 联系电话：0755-83199599 | 一、保荐工作概述 （本页无正文，为《世纪证券有限责任公司关于深圳科创新源新材料股份有 限公司 2024 年年度跟踪报告》之签章页） 三、公司及股东承诺事项履行情况 | 公司及股东承诺事项 | 是否履行 | 未履行承诺的原因 | | --- | --- | --- | | | 承诺 | 及解决措施 | | 1、公司股东所持股票锁定的承诺及减持意向承诺 | 是 | 不适用 | | 2、对欺诈发行上市的股份回购和股份买回承诺，以 及依法承担赔偿责任的承诺 | 是 | 不适用 | | 3、利润分配政策的承诺 | 是 | 不适用 | | 4、填补被摊薄即期回报的措施及承诺 | 是 | 不适用 | | 5、关于社会保险和住房公积金的承诺 | 是 | 不适用 | | 6、关 ...

世纪证券有限责任公司 | 保荐机构名称 | 世纪证券有限责任公司 | | --- | --- | | 注册地址 | 深圳市前海深港合作区南山街道梦海大道 号民生互联 5073 | | | 网大厦 C 座 1401-1408、1501-1508、1601-1606、1701-1705 | | 法定代表人 | 李剑峰 | 1 关于深圳科创新源新材料股份有限公司 2022 年度以简易程序向特定对象发行股票之保荐总结报告书 深圳科创新源新材料股份有限公司（以下简称"发行人"、"公司"、"上 市公司"或"科创新源"）聘请世纪证券有限责任公司（以下简称"世纪证券" 或"保荐机构"）担任公司2022年度以简易程序向特定对象发行股票的保荐机构， 本次发行证券已于2022年9月26日在深圳证券交易所上市，持续督导期限至2024 年12月31日。目前，上述持续督导期已经届满，世纪证券根据《证券发行上市保 荐业务管理办法》《深圳证券交易所上市公司自律监管指引第13号——保荐业务》 等法律、法规或规范性文件的要求出具本保荐总结报告书。 一、保荐机构及保荐代表人承诺 1、保荐总结报告书和证明文件及其相关资料的内容不存在虚假记载、误导 ...

Group 1: Financial Performance - The company's revenue for 2024 reached 958.1261 million yuan, representing a 71.53% increase compared to 2023 [3] - The high polymer materials business generated 492.8921 million yuan in revenue, up 28.82% year-on-year [3] - The electric power business saw a revenue increase of 33.18%, while the automotive sealing strip business grew by 62.17% [3] - Revenue from the new energy sector surged by 361.36% due to advancements in high-frequency welded liquid cooling plates [3] Group 2: Profitability and Resource Allocation - The net profit attributable to shareholders, excluding non-recurring gains and losses, was 12.7177 million yuan, a 63.81% increase from the previous year [3] - The company plans to optimize resource allocation to promote balanced development across various business segments [3][4] Group 3: Market Expansion and Challenges - The overseas business revenue increased by 52.64%, driven by enhanced customer acquisition efforts [4] - The company is closely monitoring external market conditions and trade policies to adapt its strategies [4] Group 4: Debt and Financial Management - The asset-liability ratio at the end of 2024 was 46.76%, reflecting a slight increase but remaining within a healthy range [4] - The company aims to effectively use financial leverage to enhance shareholder returns while maintaining a healthy financial status [4] Group 5: Future Plans and Innovations - The company will focus on expanding its presence in the new energy sector and artificial intelligence, particularly in thermal management solutions [4][5] - Plans are in place to enhance the technical capabilities of its subsidiary, Suzhou Ruitai Technology, in the liquid cooling plate market [5][6] - The company is pursuing a dual strategy of collaborative manufacturing and independent production to drive growth in the data center cooling business [7]

Investment Rating - The industry investment rating is "Overweight" [3][30]. Core Viewpoints - The humanoid robot industry is expected to see significant growth, with a projected cumulative demand of approximately 2 million units by 2030, indicating a critical breakthrough phase from 0 to 1 [6][24]. - The report highlights key companies to watch in the humanoid robot supply chain, including Tier 1 suppliers and core component manufacturers [6][24]. - The report emphasizes the importance of technological advancements in various sectors, including photovoltaic equipment, energy storage, semiconductor equipment, automation, and hydrogen energy, suggesting a favorable outlook for leading companies in these areas [6][25][26]. Summary by Sections Humanoid Robots - Recent developments include the launch of the first domestic AI-powered exoskeleton robot by Zhiyuan, which features advanced technology for various applications [7]. - The first batch of 220 humanoid robots was delivered by Chery, showcasing their capabilities in customer service and sales guidance [17]. - The World Humanoid Robot Sports Competition is set to take place in August, highlighting the growing interest and innovation in the humanoid robotics field [23]. Photovoltaic Equipment - The penetration rate of N-type photovoltaic technology is accelerating, strengthening the competitive edge of leading companies [25]. - The report suggests focusing on companies that are innovating in cost-reduction technologies and expanding production capacity [25]. Energy Storage - Favorable policies are expected to drive growth in both generation-side and user-side energy storage [25]. - Companies like Xingyun Co. are positioned to benefit from strategic partnerships in the energy storage sector [25]. Semiconductor Equipment - The semiconductor equipment market is projected to reach $140 billion by 2030, with a focus on domestic alternatives due to low current localization rates [26]. - The report recommends monitoring companies that are well-positioned to capitalize on this trend [26]. Automation - The market for industrial tools is expected to grow from approximately 40 billion to 55.7 billion by 2026, with opportunities for leading companies to gain market share through increased concentration and import substitution [26]. Hydrogen Energy - The report highlights the potential of green hydrogen in achieving carbon neutrality, with a focus on companies that integrate the hydrogen supply chain [25].

Group 1 - Major shareholders of *ST WanFang plan to reduce their holdings by up to 9,341,596 shares, accounting for 3% of the company's total share capital from May 27 to August 25, 2025 [1] - Shareholders of Airo Energy intend to reduce their holdings by up to 800,000 shares, 800,000 shares, and 1,600,000 shares, representing 0.50%, 0.50%, and 1% of the company's total share capital respectively during the same period [1] - Anner plans to reduce its holdings by up to 3,186,159 shares, which is 1.5% of the company's total share capital, from May 27 to August 26, 2025 [1] Group 2 - Shareholders of Chuhuan Technology plan to reduce their holdings by up to 2,395,605 shares, accounting for 3% of the total share capital excluding repurchased shares from May 27 to August 26, 2025 [1] - Major shareholder of Dalian Technology intends to reduce their holdings by up to 4,189,336 shares, which is 0.99% of the company's total share capital from May 27 to August 26, 2025 [2] - Dongwei Technology's board members plan to reduce their holdings by a total of 2,574,857 shares, representing 0.8629% of the company's total share capital during the same period [2] Group 3 - Gann Li Pharmaceutical's shareholder has completed a reduction of 6,010,622 shares, which is 1% of the company's total share capital from April 22 to April 30, 2025 [2] - Guanshi Technology's board members plan to reduce their holdings by up to 359,375 shares, accounting for 0.4891% of the company's total share capital from May 27 to August 26, 2025 [2] - Guoguang Electric's shareholder has completed a reduction of 1,625,751 shares, which is 1.5% of the company's total share capital from April 25 to April 30, 2025 [2] Group 4 - Haili Biological's major shareholder has completed a reduction of 13,113,244 shares, representing 2% of the company's total share capital from April 15 to April 22, 2025 [3] - Hengfeng Information's board member has completed a reduction of 198,717 shares, which is 0.1207% of the company's total share capital on April 28, 2025 [3] - Hongwei Technology's shareholder plans to reduce their holdings by up to 820,000 shares, accounting for 0.39% of the company's total share capital from May 12 to August 11, 2025 [3] Group 5 - Huatai Medical's vice president has completed a reduction of 29,943 shares, which is 0.0308% of the company's total share capital from April 28 to April 29, 2025 [4] - Jilin Carbon Valley's major shareholder has completed a reduction of 4,989,160 shares, representing 0.8490% of the company's total share capital from April 25 to April 29, 2025 [4] - Jiahua Technology's shareholder plans to reduce their holdings by up to 1,160,000 shares, accounting for 1.50% of the company's total share capital from May 28 to August 25, 2025 [4] Group 6 - Jiangbo Long's shareholder plans to reduce their holdings by up to 4,159,815 shares, which is 1% of the company's total share capital from May 27 to August 26, 2025 [5] - Jiangshan Co. plans to reduce its holdings in Jiangtian Chemical by 4,330,800 shares, accounting for 3% of its total share capital from May 27 to August 26, 2025 [5] - Kairun Co.'s major shareholder plans to reduce their holdings by up to 9,000,000 shares, representing 2.43% of the total share capital excluding repurchased shares from May 27 to August 26, 2025 [5] Group 7 - Lianqi Technology's shareholders plan to reduce their holdings by a total of 18,717,374 shares, which is 2.96% of the total share capital excluding repurchased shares from May 27 to August 26, 2025 [9] - Zhongke Information's board members have completed a reduction of 698,914 shares, representing 0.2358% of the company's total share capital [9] - Zhongshi Co.'s major shareholder plans to reduce their holdings by up to 1,800,000 shares, accounting for 1.1527% of the company's total share capital from May 27 to August 26, 2025 [10]

证券代码：300731 证券简称：科创新源 公告编号：2025-026 深圳科创新源新材料股份有限公司 关于持股 5%以上股东减持股份预披露公告 公司持股 5%以上股东三亚荣盛业私募证券基金管理有限公司－荣盛亚商创星私 募证券投资基金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。 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。 特别提示： 深圳科创新源新材料股份有限公司（以下简称"公司"）持股 5%以上股东 三亚荣盛业私募证券基金管理有限公司－荣盛亚商创星私募证券投资基金（以下 简称"三亚荣盛业基金"）持有公司股份 6,500,000 股（占公司当前总股本 126,431,804 股的 5.1411%）。三亚荣盛业基金计划自本减持计划公告披露之日起 15 个交易日后的 3 个月内（拟减持时间区间为：2025 年 5 月 27 日至 2025 年 8 月 26 日），通过集中竞价方式减持公司股份数量合计不超过 1,264,300 股，即不 超过公司当前总股本 126,431,804 股的 1.0000%（全文简称"本减持计划"或"本 次减持计划"）。 公司 ...

Investment Rating - The report maintains a "Cautious Recommendation" rating for the company [8] Core Views - The company achieved a revenue of 958 million yuan in 2024, representing a year-on-year growth of 71.53%. However, the net profit attributable to the parent company decreased by 32.12% to 17 million yuan. The non-recurring net profit increased by 63.81% to 13 million yuan [3] - In Q1 2025, the company reported a revenue of 252 million yuan, a year-on-year increase of 86.39%, and a net profit of 10 million yuan, up 839.66% year-on-year. The non-recurring net profit surged by 1371.38% to 8 million yuan [3] - The company's gross profit margins for 2024 and Q1 2025 were 20.94% and 17.69%, respectively, showing a decline of 4.5 percentage points and 7.54 percentage points year-on-year, primarily due to significant growth in new energy and other businesses, which led to a substantial increase in corresponding costs [3] Summary by Sections Business Performance - The high polymer materials business maintained steady growth, achieving a revenue of 493 million yuan in 2024, up 28.82% year-on-year. However, domestic communication business revenue declined due to shifts in capital expenditure towards digital transformation [4] - The company expanded its overseas market presence, which helped alleviate profit pressure despite domestic challenges. The power sector saw a revenue increase of 33.18% to 167 million yuan in 2024, supported by collaborations with major clients like Southern Power Grid and State Grid [4] - The automotive sealing strip business, primarily through Wuhu Xianglu, benefited from major clients such as Chery and Geely, resulting in a revenue growth of 62.17% in 2024 [4] Growth Drivers - The thermal management solutions segment showed robust development, with significant investments in fixed assets and supply chain optimization. The company plans to invest 90 million yuan in a new liquid cooling plate project to meet the demands of major clients like CATL [5] - The report anticipates that the company's polymer materials business in the communication and power sectors will maintain high gross margins, while the liquid cooling plate business is expected to see performance improvements starting in 2025 [5] Financial Forecast - The company is projected to achieve revenues of 1.14 billion yuan in 2025, 1.57 billion yuan in 2026, and 1.99 billion yuan in 2027, with corresponding net profits of 53 million yuan, 70 million yuan, and 92 million yuan [7] - The expected P/E ratios for 2025, 2026, and 2027 are 55x, 41x, and 32x, respectively, indicating a positive outlook for the company's financial performance [5][7]

Core Viewpoint - The company achieved significant growth in 2024, with a record high revenue of 958.13 million yuan, a 71.53% increase year-on-year, and a net profit of 12.72 million yuan, up 63.81% from the previous year [2] Group 1: Business Performance - The company’s polymer materials business generated revenue of 492.89 million yuan in 2024, reflecting a 28.82% year-on-year growth [3] - The electric power segment saw a revenue increase of 33.18%, reaching 167.33 million yuan, driven by improved operational efficiency and brand value [3] - The automotive sealing strip business experienced a significant revenue growth of 62.17% due to the flourishing business with major clients [3] Group 2: New Energy Sector - The new energy sector reported a remarkable revenue growth of 361.36% compared to the previous year [4] - The company is focusing on high-frequency welded liquid cooling plates for electric vehicles, which are crucial for the efficient operation of leading battery technologies [4] - Production lines for high-frequency welded liquid cooling plates have been completed and are in full-scale production, contributing to substantial revenue growth [4] Group 3: Future Strategy - In 2025, the company plans to consolidate its polymer materials business in communication, electric power, and automotive sectors to ensure stable cash flow and profit contributions [5] - The company aims to expand its new energy vehicle business leveraging its subsidiary's expertise in cooling plate technology and customer relationships [5] - There will be a continued focus on customer development and production delivery in the data center construction sector to tap into emerging business growth potential [5]

深圳科创新源新材料股份有限公司 2024 年度 财务报表及审计报告 目 录 | 内容 | 页码 | | --- | --- | | 审计报告 | 1-5 | | 合并资产负债表 | 6-7 | | 公司资产负债表 | 8-9 | | 合并利润表 | 10 | | 公司利润表 | 11 | | 合并现金流量表 | 12 | | 公司现金流量表 | 13 | | 合并所有者权益变动表 | 14-15 | | 公司所有者权益变动表 | 16-17 | | 财务报表附注 | 18-111 | 审计报告 众会字（2025）第 02291 号 深圳科创新源新材料股份有限公司全体股东： 一、审计意见 我们审计了深圳科创新源新材料股份有限公司（以下简称"科创新源"）财务报表，包括 2024 年 12 月 31 日的合并及公司资产负债表，2024 年度的合并及公司利润表、合并及公司所有者 权益变动表和合并及公司现金流量表以及相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制，公允反映了科创 新源 2024 年 12 月 31 日的合并及公司财务状况以及 2024 年度的合并及公司经营成果和现金 ...