浙江天册律师事务所 关于 宁波震裕科技股份有限公司 调整 2022 年限制性股票激励计划 授予价格及授予数量的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 释 义 在本法律意见书中，除非文意另有所指，下列词语具有下述涵义： | 本所 | 浙江天册律师事务所 | | --- | --- | | 公司/震裕科技 | 宁波震裕科技股份有限公司 | | 本次股权激励计划/本激励计划/ | 宁波震裕科技股份有限公司 2022 年限制性股票 | | 激励计划 | 激励计划 | | 《激励计划（草案）》 | 《宁波震裕科技股份有限公司 年限制性股票 2022 | | | 激励计划（草案）》 | | 《考核管理办法》 | 《宁波震裕科技股份有限公司 2022 年限制性股票 | | | 激励计划实施考核管理办法》 | | 《证券法》 | 《中华人民共和国证券法》 | | 《公司法》 | 《中华人民共和国公司法》 | | 《管理办法》 | 《上市公司股权激励管理办法》 | | 《公司章程》 | 现行有效的《宁波 ...

宁波震裕科技股份有限公司 董事会薪酬与考核委员会关于 2024 年限制性股票激励计划 预留授予激励对象名单（预留授予日）的核查意见 宁波震裕科技股份有限公司（以下简称"公司"）董事会薪酬与考核委员会根据 《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》"）、《上市公司股权激励管理办法》（以下简称"《管理 办法》"）、《深圳证券交易所创业板股票上市规则》（以下简称"《上市规则》"）、 《深圳证券交易所创业板上市公司自律监管指南第 1 号——业务办理》等有关法 律、法规、规范性文件以及《宁波震裕科技股份有限公司章程》（以下简称"《公 司章程》"）的有关规定，对公司 2024 年限制性股票激励计划预留授予激励对象名 单进行审核，发表核查意见如下： （一）本激励计划预留授予激励对象均不存在《管理办法》第八条及《上市规 则》第 8.4.2 条规定的不得成为激励对象的情形： 1、最近 12 个月内被证券交易所认定为不适当人选； 2、最近 12 个月内被中国证监会及其派出机构认定为不适当人选； 3、最近 12 个月内因重大违法违规行为被中国证监会及其派出机构行政处罚 或者 ...

证券代码：300953 证券简称：震裕科技 公告编号：2025-073 宁波震裕科技股份有限公司 第五届董事会第七次会议决议公告 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 鉴于公司 2024 年年度权益分派已实施完毕，公司 2024 年激励计划未归属的 数量由 400.57 万股调整为 560.7980 万股，其中，首次授予数量由 350.5700 万股 调整为 490.7980 万股；预留授予数量由 50 万股调整为 70 万股。授予价格由 27.51 元/股调整为 19.50 元/股。 宁波震裕科技股份有限公司（以下简称"公司"）第五届董事会第七次会议于 2025 年 7 月 2 日以现场及通讯的方式在公司会议室召开，会议通知于 2025 年 6 月 27 日以电话、电子邮件等方式送达公司全体董事。本次会议由董事长蒋震林 先生主持，会议应出席董事 9 人，实际出席董事 9 人，公司监事及高级管理人员 列席了会议。会议的召集、召开和表决程序符合《中华人民共和国公司法》等法 律、行政法规、部门规章、规范性文件及《公司章程》的有关规 ...

Group 1 - The core viewpoint of the report is that the demand for ball screws will increase due to the rise in domestic high-end machine tool and equipment production, as well as the development of the electric vehicle sector and humanoid robots [1][2] - Ball screws are a critical linear motion component with high technical barriers, and the domestic production rate is lower compared to other core components [1] - The report recommends specific companies such as Fuda Co., Ltd. (603166.SH) and Beite Technology (603009.SH), while also suggesting to pay attention to Shuanglin Co., Ltd. (300100.SZ), Wuzhou Xinchun (603667.SH), Rongtai Co., Ltd. (605133.SH), and Zhenyu Technology (300953.SZ) [1] Group 2 - The humanoid robot market presents significant demand, with ball screws accounting for approximately 19% of the value of humanoid robots [2] - The potential market for planetary roller screws is expected to exceed 45 billion yuan by 2030, driven by the demand from humanoid robots [2] - European companies dominate the market, with significant room for domestic replacement, as major global manufacturers hold substantial market shares in China [2]

Core Viewpoint - The dexterous hand market is expected to grow significantly, reaching $1.706 billion in 2024 and projected to increase to $1.921 billion in 2025 and $3.036 billion by 2030, driven by the demand for humanoid robots that require more advanced dexterous hands with higher degrees of freedom [2][11]. Market Overview - The dexterous hand market is anticipated to reach 760,100 units in 2024, with projections of 861,800 units in 2025 and 1,412,100 units by 2030, reflecting a compound annual growth rate (CAGR) of 10.38% and 9.59% respectively [28][29]. Driving Solutions - The mainstream driving solutions include underactuated, external/mixed, and electric drives, with a shift from hollow cup motors to brushless gear motors. Underactuated designs sacrifice precision for cost reduction and faster deployment, while electric drives are favored for their modular design and high precision [3][11][45]. - Tesla's third-generation dexterous hand has replaced some hollow cup motors with brushless gear motors, indicating a potential shift in motor solutions [3][11]. Transmission Solutions - Transmission solutions encompass gear/worm gear, linkages, screws, and tendon-driven systems, each with its advantages and disadvantages. The tendon + screw composite transmission can enhance transmission precision while maintaining flexibility, exemplified by Tesla's third-generation dexterous hand [4][5][51]. Perception Solutions - Multi-modal perception is a defined trend, with force/torque sensors evolving towards strain gauge types and flexible sensors focusing on enhancing sensitivity and stability. MEMS pressure sensors, particularly resistive types, are becoming more prevalent in dexterous hand applications [6][66][74]. Industry Trends - Both domestic and international products are increasingly pursuing high degrees of freedom and multi-modal perception, highlighting the industry's development trends. Investment recommendations include companies involved in reducers and screw chains, such as Fuda Co., Zhejiang Rongtai, and Wuzhou Xinchun [8][11]. Future Outlook - The iteration of Tesla's dexterous hand clearly indicates a mainstream shift towards tendon-driven systems, achieving a doubling of degrees of freedom, transmission upgrades, drive switching, and breakthroughs in multi-modal perception [7][11].

Group 1 - The CS New Energy Vehicle Index rose over 2% on June 24, with the New Energy Vehicle ETF (516660) increasing by 2.15% and Zhenyu Technology gaining over 7% [1] - Tesla officially launched its Robotaxi pilot service in Austin, Texas, charging a flat fee of $4.2 per ride, marking its first paid autonomous taxi service [1] - Guangzhou's government issued a three-year action plan to promote the development of smart connected new energy vehicles, aiming for significant industry transformation by 2027 [1] Group 2 - Domestic Robotaxi deployment is accelerating, with Tesla's pilot expected to expedite the commercialization process; companies like Pony.ai and WeRide are planning significant expansions in Robotaxi fleets [2] - Major domestic ride-hailing companies are also entering the Robotaxi space, with partnerships aimed at developing autonomous driving technology [2] - If Tesla's Robotaxi progresses well, it is expected to serve as a model, encouraging domestic companies to accelerate their own Robotaxi commercialization efforts [2] Group 3 - The passenger vehicle sector is experiencing positive growth in both domestic demand and exports, with an expected annual sales increase of 6.7% [3] - The market share of vehicles priced below 300,000 is anticipated to rise, driven by "high-level intelligent driving equality" [3] - The integration trend in the auto parts sector is accelerating, with a focus on chip development and low-carbon manufacturing technologies [3]

Investment Rating - The report assigns a "Buy" rating for the company, marking its first coverage [1]. Core Viewpoints - The company has a strong growth trajectory in precision manufacturing, particularly in the fields of electric motor cores and lithium battery structural components, with a significant increase in revenue and profit margins expected [8][14]. - The entry into the humanoid robot sector is seen as a strategic move, with high technical barriers and substantial profit potential [8][14]. - The company is expected to benefit from automation improvements and cost reductions, leading to a recovery in profit margins [8][14]. Summary by Sections 1. Company Overview - The company has been deeply involved in the precision mold industry for over 20 years, expanding into electric motor cores and lithium battery structural components, achieving rapid growth [14]. - Established in 1994, the company has evolved from manufacturing steel needles to becoming a leader in precision stamping molds and structural components [14]. 2. Financial Performance - The company’s revenue grew from 1.193 billion to 7.129 billion yuan from 2020 to 2024, with a CAGR of 42.96% [23]. - The net profit increased from 130 million to 254 million yuan during the same period, reflecting a CAGR of 14.42% [23]. - The company’s gross margin for lithium battery structural components is projected to rise to over 12% by 2025 [8][23]. 3. Precision Molding Business - The precision stamping mold technology is critical for downstream component performance, and the company is recognized as a domestic leader in this field [33][40]. - The company’s molds are used in various industries, including automotive and industrial control, with a focus on high efficiency and precision [33][40]. 4. Lithium Battery Structural Components - The company has established strong partnerships with major clients like CATL, leading to a rapid increase in market share [8][14]. - Revenue from lithium battery structural components is expected to grow by over 35% starting in 2025, driven by increased demand from second and third-tier battery clients [8][14]. 5. Humanoid Robot Sector - The company is entering the humanoid robot market, focusing on the production of precision components such as lead screws, which are essential for robot functionality [8][14]. - The lead screw market is characterized by high technical barriers, and the company is well-positioned to capture significant market share due to its existing precision manufacturing capabilities [8][14]. 6. Profit Forecast - The company’s projected net profits for 2025, 2026, and 2027 are 413 million, 575 million, and 785 million yuan respectively, with year-on-year growth rates of 62.67%, 39.21%, and 36.52% [1][8].

Core Viewpoint - The article highlights the termination of a new energy battery shell production project by Zhenyu Technology in Yichun, Jiangxi, due to changes in the industry and market environment, which affected the project's expected investment progress and revenue targets [1][2]. Group 1: Project Termination - Zhenyu Technology announced the termination of its investment in the new energy battery shell production project in Yichun, which was initially planned with an investment of 1 billion yuan [1]. - The company signed a contract termination agreement with the Yichun Economic and Technological Development Zone, having invested 49.64 million yuan (approximately 4.96% of the planned total investment) before the termination [1]. - The decision was made after a careful assessment of the project's long-term market capacity and growth potential, which had changed significantly since the initial investment decision [1]. Group 2: Company Overview and Financial Performance - Zhenyu Technology, established in October 1994, has expanded its business into the precision stamping industry and the production of precision structural components for lithium batteries since 2015 [2]. - In 2024, Zhenyu Technology reported a revenue of 7.129 billion yuan, an increase of 18.45% year-on-year, and a net profit of 254 million yuan, a significant rise of 493.77% [2]. - The revenue breakdown shows that precision structural components for lithium batteries accounted for 59.48% of total revenue, while the company also faced financial pressure with total liabilities reaching 8.432 billion yuan and a debt-to-asset ratio of 73.80% [2]. Group 3: Future Projects and Industry Challenges - Zhenyu Technology is pursuing multiple lithium battery precision structural component projects, including a 300 million yuan investment in a battery aluminum shell project in Shangrao and a 58.7 million euro investment in a European production base [3]. - The ongoing projects are expected to increase the company's financial pressure, and while Zhenyu is developing new businesses in robotics, the short-term contribution to revenue is anticipated to be limited [3]. - The robotics sector is currently in its early growth phase, with limited short-term order volumes, and the competitive landscape is intensifying, posing potential risks for Zhenyu Technology [3].

Core Viewpoint - The company has terminated significant investment projects in the lithium battery structural components sector due to a fundamental shift in market expectations and overcapacity concerns, reflecting a need to reassess its expansion strategy [1][2][3] Group 1: Project Termination and Market Conditions - The company announced the termination of a 1 billion yuan investment project in Yichun, Jiangxi, which was initially planned in March 2023 amid a booming lithium battery market [1] - The actual investment at the time of termination was only 4.96% of the planned amount, with 49.64 million yuan already spent primarily on equipment that will be relocated [1][2] - The company had previously terminated another 500 million yuan project in Yibin, Sichuan, citing a need to concentrate resources on key business areas [1][2] Group 2: Financial Performance and Challenges - In 2024, the company reported revenue of 7.129 billion yuan, an 18.45% year-on-year increase, and a net profit of 254 million yuan, a staggering 493.77% increase [2] - However, the company's total liabilities reached 8.432 billion yuan, with a debt-to-asset ratio of 73.80%, significantly above the healthy level for manufacturing firms [2] - The company has faced continuous negative operating cash flow for five years, with cash and cash equivalents at 1.026 billion yuan, only covering 17.28% of current liabilities [2] Group 3: Strategic Shifts and New Ventures - The company is experiencing pressure from major clients like CATL and BYD, which have strong bargaining power, affecting the company's cash flow and payment terms [3] - Alongside project terminations, the company has also delayed other projects, such as the annual production of 900 million lithium battery tops, pushing the completion date from the end of 2024 to the end of 2025 [3][4] - The company has initiated a new venture into humanoid robot precision components, although this segment has contributed minimally to revenue, highlighting the uncertainty in its strategic pivot [4]

Group 1 - The controlling shareholders of Zhenyu Technology (300953), Jiang Zhenlin and Hong Ruidi, along with their concerted parties, increased their shareholding from 45.9300% to 46.1638% [1] - After excluding repurchased shares, the shareholding ratio was diluted from 46.9279% to 46.8796% due to the conversion of convertible bonds and the annual equity distribution for 2024 [1]