锦浪科技股份有限公司 Ginlong Technologies Co., Ltd. （浙江省象山县经济开发区滨海工业园金通路 57 号） 2025年度向不特定对象发行可转换公司债券 募集说明书 （注册稿） 保荐机构（主承销商） （中国（上海）自由贸易试验区商城路 618 号） 二〇二五年八月 股票简称：锦浪科技 股票代码：300763 锦浪科技股份有限公司 募集说明书 声 明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对申请 文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行人的 盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反 的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由发 行人自行负责。投资者自主判断发行人的投资价值，自主作出投资决策，自行承 担证券依法发行后因发行人经营与收益变化或者证券价格变动引致的投资风险。 1-1-1 锦浪科技股份有限公司 募集说明书 重大事项提示 本重大事项提示仅对需投资者特别关注的风险因素及其他重要事项进行提 醒。敬请投资者认真阅读募集说明书"风险因素"一节的全部内容。 一、关 ...

国浩律师（北京）事务所 关于 锦浪科技股份有限公司 2025 年度 向不特定对象发行可转换公司债券 之 补充法律意见书（二） 北京 上海 深圳 杭州 广州 昆明 天津 成都 宁波 福州 西安 南京 南宁 济南 重庆 苏州 长沙 太原 武汉 贵阳 乌鲁木齐 郑州 石家庄 合肥 海南 青岛 南昌 大连 银川 拉孜 香港 巴黎 马德里 斯德哥尔摩 纽约 马来西亚 柬埔寨 乌兹别克斯坦 BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBO FUZHOU XI'AN NANJING NANNING JINAN CHONGQING SUZHOU CHANGSHA TAIYUAN WUHAN GUIYANG URUMQI ZHENGZHOU SHIJIAZHUANG HEFEI HAINAN QINGDAO NANCHANG DALIAN YINCHUAN LHATSE HONG KONG PARIS MADRID STOCKHOLM NEW YORK MALAYSIA CAMBODIA UZBEKISTAN 地址：北京市朝阳 ...

国泰海通证券股份有限公司 关于锦浪科技股份有限公司 2025 年度向不特定对象发行可转换公司债券 之 上市保荐书 保荐机构（主承销商） （中国（上海）自由贸易试验区商城路 618 号） 二〇二五年八月 锦浪科技股份有限公司 上市保荐书 声 明 本保荐机构及其保荐代表人已根据《中华人民共和国公司法》（以下简称《公 司法》）、《中华人民共和国证券法》（以下简称《证券法》）等法律法规和中国证 券监督管理委员会（以下简称"中国证监会"）及深圳证券交易所的有关规定， 诚实守信，勤勉尽责，严格按照依法制定的业务规则和行业自律规范出具上市保 荐书，并保证所出具文件真实、准确、完整。 如无特殊说明，本上市保荐书中的简称或名词释义与《锦浪科技股份有限公 司 2025 年度向不特定对象发行可转换公司债券募集说明书》一致。 3-3-1 （二）发行人的主营业务 | 声 明 1 | | --- | | 目 录 2 | | 一、发行人基本情况 3 | | 二、发行人本次发行情况 14 | | 三、本次证券发行上市的项目保荐代表人、协办人及项目组其他成员情况 24 | | 四、保荐机构是否存在可能影响公正履行保荐职责情形的说明 25 | ...

Core Insights - The core insight of the article is that despite a challenging environment in the photovoltaic industry, Jinlang Technology Co., Ltd. reported strong financial performance in the first half of 2025, driven by a shift in product mix and effective cost control [2][11]. Financial Performance - In the first half of 2025, Jinlang Technology achieved operating revenue of 3.794 billion yuan, a year-on-year increase of 13.09%, and a net profit attributable to shareholders of 602 million yuan, up 70.96% year-on-year [2]. - The second quarter net profit reached 407 million yuan, reflecting a quarter-on-quarter growth of 109.27% [2]. Sales and Product Mix - The total sales volume of inverters was approximately 466,200 units, representing a year-on-year decline of 6.98% [3]. - The revenue from traditional grid-connected inverters decreased by 11.22%, while revenue from energy storage inverters surged from 192 million yuan in 2024 to 793 million yuan in 2025, marking a growth of 313.51% [5]. Cost Management - The operating cost of the grid-connected inverter business decreased by 19.53%, leading to an increase in gross margin by 7.62 percentage points despite a decline in revenue [8]. Market Dynamics - The overseas market, including Hong Kong, Macau, and Taiwan, contributed significantly to revenue growth, achieving 1.778 billion yuan, a year-on-year increase of 25.26% [9]. - The gross margin for the mainland China market was 40.91%, while the overseas market had a gross margin of 29.72% [9]. Strategic Investments - Jinlang Technology plans to raise 1.694 billion yuan through convertible bonds, with a significant portion allocated to upgrading inverter production capacity [15]. - The investment will focus on high-voltage, high-power grid-connected inverters and medium-to-large power hybrid energy storage inverters, targeting the commercial energy storage market [15][16]. Operational Challenges - The company faces challenges with declining sales volume in its core inverter business and potential cooling demand in the second half of the year due to the end of a "rush installation" phase driven by policy changes [12][14]. - Concerns about the sustainability of profit growth arise as the company enters the more complex commercial energy storage sector, which may strain its operational capabilities [19].

Investment Rating - The investment rating for the company is "Buy" [7][17]. Core Insights - The company achieved a revenue of 3.79 billion yuan in H1 2025, representing a year-on-year growth of 13.1%, and a net profit attributable to shareholders of 600 million yuan, up 71.0% year-on-year. In Q2 2025, revenue reached 2.28 billion yuan, with a year-on-year increase of 16.3% and a quarter-on-quarter increase of 50.0%. The net profit for Q2 was 410 million yuan, reflecting a year-on-year growth of 22.7% and a quarter-on-quarter growth of 109.3% [5][13]. Business Performance - The company's photovoltaic and energy storage inverter business has seen a recovery in profitability, with significant growth in overseas markets expected to support performance [5][17]. - The grid-connected inverter business generated 1.82 billion yuan in revenue in H1 2025, a decrease of 11.2% year-on-year, but with a gross margin of 26.1%, up 7.6 percentage points year-on-year. The sales volume reached 466,000 units, indicating a significant improvement in profitability [14]. - The energy storage inverter business experienced rapid expansion, achieving 790 million yuan in revenue, a year-on-year increase of 313.5%, with a gross margin of 30.3%, up 2.7 percentage points year-on-year [15]. - The distributed photovoltaic business steadily developed, generating 810 million yuan in revenue, a year-on-year increase of 4.1%, with a gross margin of 58.0%, down 3.2 percentage points year-on-year [16]. Financial Forecasts - The company is projected to achieve revenues of 7.96 billion yuan, 9.32 billion yuan, and 10.82 billion yuan for the years 2025, 2026, and 2027, respectively, with year-on-year growth rates of 21.7%, 17.1%, and 16.0%. The net profit attributable to shareholders is expected to be 1.19 billion yuan, 1.49 billion yuan, and 1.92 billion yuan for the same years, with growth rates of 72.1%, 25.6%, and 28.5% [17][18].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 20% against the market benchmark within the next six months [19]. Core Insights - The company reported strong performance in H1 2025, achieving revenue of 3.794 billion yuan, a year-on-year increase of 13.09%, and a net profit of 602 million yuan, up 70.96% year-on-year [3]. - The significant growth in the energy storage inverter segment, with revenue reaching 790 million yuan, represents a remarkable year-on-year increase of 313.5% [4]. - The overall gross margin for the inverter business improved to 27.4%, reflecting an increase of 8.1 percentage points year-on-year, driven by enhanced product offerings and cost optimization strategies [5]. - The company’s revenue from new energy power and power generation systems also saw growth, with a revenue of 300 million yuan in H1 2025, a slight increase of 0.9% year-on-year [6]. Financial Performance Summary - For H1 2025, the company achieved a revenue of 3.794 billion yuan, with a net profit of 602 million yuan, marking a significant increase in profitability [3]. - The inverter revenue for H1 2025 was 2.61 billion yuan, with a notable increase in the energy storage inverter segment [4]. - The company’s gross margin for inverters improved significantly, indicating better profitability and operational efficiency [5]. - The financial forecast for 2025-2027 shows expected net profits of 1.23 billion yuan, 1.53 billion yuan, and 1.81 billion yuan respectively, with a corresponding PE ratio of 20.7, 16.7, and 14.1 [8].

Performance Review - The company reported a revenue of 3.794 billion yuan for H1 2025, representing a year-on-year increase of 13.09% [1] - The net profit attributable to shareholders reached 602 million yuan, up 70.96% year-on-year [1] - The net profit excluding non-recurring items was 549 million yuan, reflecting a year-on-year increase of 71.8% [1] - In Q2, the company achieved a revenue of 2.276 billion yuan, a year-on-year increase of 16.25% and a quarter-on-quarter increase of 50.0% [1] - The net profit for Q2 was 407 million yuan, up 22.75% year-on-year and 109.27% quarter-on-quarter [1] Inverter Revenue Growth - In H1 2025, inverter revenue reached 2.61 billion yuan, showing a year-on-year increase of 16.6% [2] - Grid-connected inverter revenue was 1.82 billion yuan, down 11.2% year-on-year, while energy storage inverter revenue surged to 790 million yuan, up 313.5% year-on-year [2] - The significant growth in energy storage inverters was driven by recovering demand in the European market and growth in emerging markets in Asia, Africa, and Latin America due to policy support [2] Inverter Profitability Improvement - The overall gross margin for the inverter business in H1 2025 was 27.4%, an increase of 8.1 percentage points year-on-year [3] - The gross margin for grid-connected inverters was 26.1%, up 7.6 percentage points year-on-year, while energy storage inverters had a gross margin of 30.3%, up 2.7 percentage points year-on-year [3] - The improvement in profitability was attributed to increased R&D investment, a higher proportion of high-value inverter products, an optimized customer structure, and cost reduction strategies [3] Growth in New Energy Power and Generation Systems - New energy power revenue for H1 2025 was 300 million yuan, a year-on-year increase of 0.9%, with a gross margin of 52.8% [4] - Revenue from household photovoltaic generation systems was 810 million yuan, up 4.1% year-on-year, with a gross margin of 58.0% [4] - The growth was supported by seasonal factors, as Q2 is a peak season for photovoltaic generation, leading to increased production and revenue [4] - The company sold a total of 206.80 MW of distributed photovoltaic power stations and household photovoltaic generation systems, with an average transaction price of approximately 3.10 yuan/W and a profit of about 22.64 million yuan [4] Profit Forecast and Investment Recommendation - The company has adjusted its net profit forecast for 2025-2027 to 1.23 billion, 1.53 billion, and 1.81 billion yuan respectively [5] - The current stock price corresponds to a PE ratio of 20.7, 16.7, and 14.1 times for the years 2025, 2026, and 2027 [5] - Given the favorable demand in emerging markets and the ongoing inventory reduction in Europe, the inverter business is expected to continue growing, maintaining a "buy" rating [5]

Investment Rating - The report maintains a rating of "Accumulate" for the company [5] Core Views - The company has shown significant recovery in profitability due to the restoration of energy storage inverter sales and improved demand [2][4] - The company is expected to achieve substantial revenue growth driven by its core business in grid-connected inverters and the recovery of overseas energy storage inverter sales [4] - The company’s financial performance is supported by its stable power station assets and flexible business model [3] Financial Summary - Projected revenue for 2023A is 6,101 million yuan, with a year-on-year growth rate of 3.6%. By 2027E, revenue is expected to reach 10,499 million yuan, with a growth rate of 15.5% [1] - The net profit attributable to shareholders is projected to be 779 million yuan in 2023A, with a decline of 26.5%. By 2027E, it is expected to increase to 1,468 million yuan, with a growth rate of 15.2% [1] - The company’s return on equity (ROE) is expected to improve from 10.0% in 2023A to 12.3% in 2027E [1] - The earnings per share (EPS) is projected to increase from 1.95 yuan in 2023A to 3.68 yuan in 2027E [1] Sales and Profitability - In the first half of 2025, the company sold 466,200 inverters, with an overall gross margin of 27.38%, an increase of 8.1 percentage points year-on-year [2] - The sales of energy storage inverters contributed 793 million yuan in revenue, a year-on-year increase of 313.51% [2] - The company’s gross margin for energy storage inverters was 30.27% in the first half of 2025, reflecting a year-on-year increase of 2.69 percentage points [2] Asset Performance - The company’s power station business benefited from the traditional peak season for power generation, with a total operating distributed photovoltaic power generation of 667,500 kWh in the first half of 2025 [3] - The average transaction price for sold distributed photovoltaic power stations was approximately 3.10 yuan/W, generating a profit of about 23 million yuan [3] - The company’s household photovoltaic power generation systems and new energy power production segments contributed revenues of 808 million yuan and 304 million yuan, respectively, with gross margins of 58.02% and 52.78% [3]

Core Viewpoint - The joint meeting of six departments signals a strong push from the government to transition the photovoltaic industry from "scale expansion" to "high-quality development," aiming to eliminate low-price and low-quality competition [1] Industry Overview - The meeting is interpreted as a milestone for the industry to combat "involution," creating a fair and healthy competitive environment for high-quality companies with strong technical capabilities and management [1] - Companies that focus on niche markets and possess core technological barriers and excellent brand reputation will see their long-term investment value increasingly highlighted [1] Company Highlights - **Oriental Risen**: A leader in HJT technology, the company aligns with the policy's call for "strengthening technological innovation" and "maintaining quality safety standards." Its "Voxi" series products represent the highest quality and technology level in photovoltaic modules, avoiding price competition through advanced technology [2][3] - **Yihua Co.**: Specializes in precision connectors for photovoltaic brackets, with a strong focus on technology and quality. The company benefits from the shift in market competition from price wars to reliability and durability, enhancing its market share and technical premium [3][4] - **Jinlang Technology**: A major brand in distributed photovoltaic inverters, the company emphasizes brand reputation and reliable channel services. As the market cleans up "false marketing," Jinlang's strong brand and service capabilities position it to capture market resources [4][5] - **Ainengju**: A smart service provider for distributed energy, focusing on the development and operation of distributed photovoltaic power stations. The company's business model allows it to avoid intense competition in manufacturing while meeting the increasing demands for operational efficiency and safety [5][6] Market Implications - The joint deployment by six departments heralds a significant industry reshuffle, with companies lacking technology and relying on low-price competition facing severe survival challenges. In contrast, quality leaders like Oriental Risen, Yihua Co., Jinlang Technology, and Ainengju are poised to seize unprecedented growth opportunities [6]

Investment Rating - The report assigns an "Accumulate" investment rating for the company, indicating a potential increase of 5% to 15% relative to the CSI 300 index over the next six months [25]. Core Views - The company's energy storage business has seen significant growth, leading to a notable recovery in profitability. The company reported a total revenue of 3.794 billion yuan for the first half of 2025, a year-on-year increase of 13.09%, and a net profit attributable to shareholders of 602 million yuan, up 70.96% year-on-year [7][10]. - The company has optimized its product and customer structure, reducing the unit cost of inverters and continuously launching higher value-added products, which has resulted in an increase in gross profit margin by 3.49 percentage points to 35.67% [10]. - The company maintains a strong global position in the inverter market, ranking third globally with a 5% share of the inverter shipment volume in 2024, despite a 6.98% year-on-year decline in inverter sales volume in the first half of 2025 [10][11]. Summary by Sections Financial Performance - In the first half of 2025, the company achieved a total revenue of 3.794 billion yuan, with a net profit of 602 million yuan, reflecting a significant year-on-year growth of 70.96% [7][10]. - The operating cash flow for the period was 811 million yuan, up 36.56% year-on-year, with a diluted return on equity of 7%, an increase of 2.56 percentage points [7][10]. Business Segments - The revenue from the grid-connected inverter segment was 1.82 billion yuan, down 11.22% year-on-year, while the energy storage inverter segment saw a remarkable increase of 313.51%, generating 793 million yuan [10]. - The company’s overseas revenue reached 1.778 billion yuan, a year-on-year increase of 25.26%, with sales accounting for 46.86% of total revenue, up 4.56 percentage points [10]. Future Outlook - The company is expected to continue its growth trajectory, with projected net profits of 973 million yuan, 1.170 billion yuan, and 1.337 billion yuan for 2025, 2026, and 2027, respectively [12][23]. - The report anticipates that advancements in energy storage inverter technology and decreasing costs of energy storage systems will further enhance market growth [11].