证券简称：金沃股份 证券代码：300984 浙江金沃精工股份有限公司 （浙江省衢州市柯城区航埠镇凤山路 19 号） 2025 年度向特定对象发行 A 股股票 募集说明书 （申报稿） 保荐机构（主承销商） 广东省广州市黄埔区中新广州知识城腾飞一街 2 号 618 室 二零二五年八月 浙江金沃精工股份有限公司 募集说明书 声 明 本公司及全体董事、高级管理人员承诺本募集说明书不存在任何虚假记 载、误导性陈述或重大遗漏，并保证所披露信息的真实、准确、完整，并承担 相应的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保 证本募集说明书中财务会计报告真实、完整。 证券监督管理机构及其他政府部门对本次发行所作的任何决定，均不表明 其对发行人所发行证券的价值或投资者的收益作出实质性判断或者保证。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，由此变化引致的投资风险，由投资者自行负责。 投资者应当认真阅读发行人公开披露的信息，自主判断企业的投资价值， 自主做出投资决策，若对本募集说明书存在任何疑问，应咨询自己的股票经纪 人、 ...

广发证券股份有限公司 关于 浙江金沃精工股份有限公司 2025 年度向特定对象发行 A 股股票 之 发行保荐书 保荐机构（主承销商） 二零二五年八月 浙江金沃精工股份有限公司 发行保荐书 | 第一节 | 本次证券发行基本情况 1 | | --- | --- | | | 一、本次证券发行的保荐机构 1 | | | 二、本次证券发行的保荐机构工作人员情况 1 | | | 三、发行人基本情况 1 | | | 四、本次证券发行的保荐机构与发行人的关联关系 5 | | | 五、保荐机构内部审核程序和内核意见 6 | | 第二节 | 保荐机构的承诺事项 9 | | | 一、本保荐机构已按照法律、行政法规和中国证监会、深圳证券交易所的规 | | | 定，对发行人及其控股股东、实际控制人进行了尽职调查、审慎核查，同意 | | | 推荐发行人证券发行上市，并据此出具本证券发行保荐书。 9 | | | 二、本保荐机构已按照中国证监会、深圳证券交易所的有关规定对发行人进 | | | 行了充分的尽职调查，并对本次发行申请文件进行了审慎核查，本保荐机构 | | | 承诺： 9 | | 第三节 | 保荐机构对本次证券发行的推荐意见 11 ...

关于浙江金沃精工股份有限公司 申请向特定对象发行股票的审核 问询函之回复 天衡专字(2025)01507 号 天衡会计师事务所(特殊普通合伙) 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://acc.mof.gov.cn）"进行查验 4:苏253 据生编 2-1 关于浙江金沃精工股份有限公司 申请向特定对象发行股票的 审核问询函之回复 天衡专字(2025)01507 号 根据深圳证券交易所于 2025年 8 月 4 日下发的《关于浙江金沃精工股份有 限公司申请向特定对象发行股票的审核问询函》(审核函[2025]020039 号)(以 下简称《审核问询函》)的要求,天衡会计师事务所(特殊普通合伙)(以下简 称"发行人会计师"或"会计师"）作为浙江金沃精工股份有限公司(以下简称 "公司"或"发行人"或"金沃股份")的申报会计师,对审核问询函中涉及申 报会计师的相关问题逐条回复如下(本回复除特别注明外,所涉及公司财务数据 均为合并口径),现将有关情况汇报如下:。 如无特别说明,本回复报告中简称与《浙江金沃精工股份有限公司 2025年 度向特定对象发行 A 股股票募集说明书(申报稿)》中简称具 ...

Group 1 - The report aims to summarize important in-depth reports, significant commentary, and marginal changes within the macro strategy team of large manufacturing [1] - Key companies highlighted include Shanghai Yanpu, Honghe Precision, Zhenlan Instrument, Zhejiang Rongtai, Sany Heavy Industry, China Shipbuilding, Huace Testing, Xugong Machinery, Hangcha Group, Yaxing Anchor Chain, Robotech, Juxing Technology, Yadea Holdings, Aima Technology, Hongdu Aviation, Zhongji United, and BGI [2][3] Group 2 - The mechanical equipment sector emphasizes investment opportunities in leading engineering machinery companies, with a continuous push for humanoid robots and overseas expansion [4] - As of August 22, 2025, the best-performing indices in the large manufacturing sector included the Sci-Tech Innovation 50 (+13%), the Semiconductor Index (+12%), and the ChiNext Index (+6%) [5][21] Group 3 - Zhongji United's mid-year report met expectations, with a 87% year-on-year increase in net profit attributable to shareholders for the first half of 2025 [8] - The company has significantly improved its profitability, with a sales net profit margin increasing by 8 percentage points year-on-year in Q2 2025 [8] - The wind power sector is experiencing high demand, with domestic wind power installations expected to reach approximately 105-115 GW in 2025, indicating a strong growth trajectory [9] Group 4 - Jinwo Co. reported a 94% year-on-year increase in net profit for the first half of 2025, driven by growth in its screw and insulation shaft sleeve segments [9] - The company is focusing on upgrading production capacity and enhancing its international layout through a planned fundraising of up to 950 million yuan [9] - The humanoid robot industry is anticipated to explode, with the market expected to grow significantly, driving demand for high-precision CNC machine tools [11]

一、募集资金基本情况 根据中国证券监督管理委员会（以下简称"中国证监会"）《关于同意浙江 金沃精工股份有限公司向不特定对象发行可转换公司债券注册的批复》（证监许 可[2022]1907 号），浙江金沃精工股份有限公司（以下简称"公司"）向不特定 对象发行可转换公司债券 3,100,000 张，每张面值为人民币 100 元，募集资金总 额为人民币 310,000,000 元，扣除各项发行费用（不含税）7,150,754.71 元，实际 募集资金净额为人民币 302,849,245.29 元。上述募集资金已于 2022 年 10 月 20 日划至公司指定账户，天衡会计师事务所（特殊普通合伙）对上述募集资金到位 情况进行了审验，并出具了天衡验字（2022）00138 号《验资报告》。 二、《募集资金三方监管协议》的签订情况和募集资金专户的开立情况 公司于 2025 年 8 月 15 日召开第三届董事会第九次会议，审议通过了《关于 使用部分闲置募集资金暂时补充流动资金的议案》，同意公司在不影响募集资金 项目建设的情况下，使用不超过人民币 3,000 万元的闲置募集资金暂时补充流动 资金，使用期限为自董事会审议通过之日 ...

Investment Rating - The investment rating for the company is "Accumulate" [3] Core Views - The company continues to experience high growth in its main business, with insulated bearings and robotics opening up future opportunities [7] - The company reported a revenue of 614 million yuan for the first half of 2025, a year-on-year increase of 7.96%, and a net profit attributable to shareholders of 25.47 million yuan, a year-on-year increase of 94% [7] - The gross margin and net margin have both increased, with a gross margin of 14.93% and a net margin of 4.15% for the first half of 2025 [7] - The company is making significant progress in the development of insulated bearings, which have broad applications in various industries [7] - The company is actively embracing the robotics industry, with ongoing production capacity development for screw components [7] Financial Data and Valuation - Total revenue is projected to grow from 1.402 billion yuan in 2025 to 2.169 billion yuan in 2027, with year-on-year growth rates of 22.3%, 28%, and 21% respectively [2] - Net profit is expected to increase from 72 million yuan in 2025 to 217 million yuan in 2027, with growth rates of 174%, 131%, and 31% respectively [2] - The current price-to-earnings (PE) ratio is projected to be 108.8, 47.1, and 35.9 for the years 2025, 2026, and 2027 respectively [2] Stock Performance - The company's stock has shown strong absolute performance over the past 12 months, with a 373% increase [5] - The relative performance compared to the market index has also been strong, with a 348% increase over the same period [5] Key Financial Metrics - The company has a total market capitalization of 7.8 billion yuan and a circulating market capitalization of 4.9 billion yuan [3] - The return on equity (ROE) is currently at 3.8% [3] - The asset-liability ratio stands at 31.0% [3]

Core Insights - The company reported a revenue of 610 million yuan for H1 2025, representing an 8% year-on-year growth, and a net profit attributable to shareholders of 25 million yuan, up 94% year-on-year [1] - The company announced a private placement plan to raise up to 950 million yuan to enhance production capacity and international presence [2] - The company is positioned as a leading player in the bearing sleeve market, with strong R&D capabilities and potential growth in new segments such as screw rods and insulated bearing sleeves [3] Financial Performance - In H1 2025, the company achieved a net operating cash flow of 35 million yuan, reflecting a significant increase of 292% year-on-year [1] - The weighted average ROE for H1 2025 was 2.55%, an increase of 0.68 percentage points compared to the previous year [2] Capital Raising and Investment Plans - The private placement will involve issuing shares to no more than 35 specific investors, with a maximum total fundraising amount of 950 million yuan [2] - The funds raised will be allocated to projects including the expansion of the intelligent manufacturing base for bearing sleeves, construction of a production base in Mexico, and enhancement of forging capacity [2] Market Position and Growth Potential - The company is expected to benefit from the upcoming boom in the humanoid robot industry, with its screw rod business anticipated to grow significantly [3] - The insulated bearing sleeve product, which addresses electric corrosion issues, has promising applications in sectors like new energy vehicles and variable frequency air conditioners [3] - The overall bearing sleeve market is large with low industry concentration, indicating further market share growth potential for the company [3] Revenue and Profit Forecast - Revenue projections for 2025-2027 are 1.3 billion, 1.7 billion, and 2.1 billion yuan, with year-on-year growth rates of 16%, 25%, and 27% respectively [4] - Net profit attributable to shareholders is forecasted to be 60 million, 86 million, and 127 million yuan for the same period, with compound annual growth rates of 69% from 2024 to 2027 [4]

Core Viewpoint - Jinwo Co., Ltd. (300984.SZ) reported a significant increase in revenue and net profit for the first half of 2025, driven by steady expansion in its core bearing ring business and strategic new businesses [1][2] Financial Performance - The company achieved a revenue of 614 million yuan, representing a year-on-year growth of 7.96% [1] - The net profit attributable to shareholders reached 25.47 million yuan, a substantial increase of 94.00% year-on-year [1] - The net profit after deducting non-recurring items was 23.34 million yuan, surging by 102.91% year-on-year [1] Business Segments - In the core bearing ring business, revenue was 587 million yuan, with a year-on-year growth of 8.29% and a gross margin increase of 0.7 percentage points to 14.29% [1] - The company serves as a key supplier to international bearing giants such as Schaeffler, SKF, and NSK, with a continuous increase in the proportion of high-end products [1] Strategic New Businesses - The strategic new businesses, particularly in screw components and insulated bearing rings, have shown initial success [1] - The screw component production line for nuts (excluding internal thread processing) has been completed, and the capacity construction for rollers and main screws is progressing smoothly [1] - The insulated bearing ring has achieved breakthroughs in research and is currently undergoing sample verification with customers in the new energy vehicle and industrial frequency conversion motor sectors, with technical parameters reaching international leading levels [1] Future Outlook - The company plans to accelerate the preparation for mass production of screw components and advance customer verification for insulated bearing rings in the second half of the year [2] - There is an intention to deepen strategic cooperation with international bearing companies, aiming to build a new growth engine in the precision manufacturing sector through the collaboration of three major business segments [2]

Core Insights - The company Jinwo Co., Ltd. (300984.SZ) reported a total operating revenue of 614 million yuan for the first half of 2025, an increase of 45.22 million yuan compared to the same period last year, representing a year-on-year growth of 7.96% [1] - The net profit attributable to shareholders reached 25.47 million yuan, up by 12.34 million yuan from the same period last year, marking a significant year-on-year increase of 94.00% [1] - The net cash inflow from operating activities was 35.09 million yuan, an increase of 53.37 million yuan compared to the same period last year [1] Financial Ratios - The latest debt-to-asset ratio stands at 31.02%, a decrease of 18.12 percentage points from the same period last year [3] - The latest gross profit margin is 14.93%, which is an increase of 0.58 percentage points from the previous quarter and an increase of 1.47 percentage points year-on-year, indicating two consecutive years of growth [3] - The return on equity (ROE) is 2.49%, up by 0.60 percentage points compared to the same period last year [3] Earnings Per Share - The diluted earnings per share (EPS) is 0.21 yuan, an increase of 0.04 yuan from the same period last year, reflecting a year-on-year growth of 23.53% [3] Asset Management - The total asset turnover ratio is 0.43 times, while the inventory turnover ratio is 1.95 times [3] Shareholder Structure - The number of shareholders is 8,617, with the top ten shareholders holding a total of 73.86 million shares, accounting for 59.92% of the total share capital [3] - The top ten shareholders include notable names such as Zheng Licheng, Wu Wei, and Zhao Guoquan, with holdings ranging from 1.15 million to 13 million shares [3]

Financial Performance - The company reported a total revenue of 614 million yuan for the first half of 2025, an increase of 7.96% year-on-year [1] - The net profit attributable to shareholders reached 25.47 million yuan, up 94.0% year-on-year [1] - The gross margin improved to 14.93%, reflecting a year-on-year increase of 14.57% [1] - The net margin increased to 4.15%, showing a significant year-on-year growth of 79.7% [1] - Operating cash flow per share was 0.28 yuan, a substantial increase of 219.62% year-on-year [1] Key Financial Metrics - Total revenue for 2024 was 568 million yuan, compared to 614 million yuan in 2025 [1] - The net profit for 2024 was 13.13 million yuan, while it rose to 25.47 million yuan in 2025 [1] - The company’s total expenses (selling, administrative, and financial) amounted to 34.25 million yuan, accounting for 5.58% of revenue, a slight increase of 3.05% year-on-year [1] - The company’s short-term borrowings increased by 88.08% to supplement working capital [3] Business Overview - The company specializes in the research, production, and sales of bearing rings, with major clients including international bearing companies [7] - The company has invested in various production processes to enhance its competitive edge and is expanding its global footprint with a factory in Mexico expected to start production in mid-2026 [7] - The company is also developing a new line of screw products, with production capacity expected to reach 500,000 sets annually [8] Product Development - The company is working on insulated bearing rings to prevent electrical corrosion, which is a significant issue in variable frequency motors [9] - The production line for insulated bearing rings is expected to be completed by the third quarter of 2025, although it has not yet generated revenue [11] Investment Interest - The company is held by prominent fund managers, with notable increases in holdings from various funds, indicating strong interest from institutional investors [5][6]