关于首次公开发行募投项目及可转债募投项目延期的公告 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。 | 证券代码：301186 | 证券简称：超达装备 公告编号：2025-026 | | --- | --- | | 债券代码：123187 | 债券简称：超达转债 | 南通超达装备股份有限公司 南通超达装备股份有限公司（以下简称"公司"）于 2025 年 4 月 23 日召开 第四届董事会第七次会议、第四届监事会第六次会议，审议通过了《关于首次公 开发行募投项目及可转债募投项目延期的议案》，同意公司在募投项目实施主体、 实施方式、项目用途和投资规模均不发生变更的情况下，对首次公开发行募投项 目及可转债募投项目进行延期。保荐人发表了无异议的核查意见。本次首次公开 发行募投项目及可转债募投项目延期事项在董事会审批权限范围内，无需提交股 东大会审议，具体情况公告如下： 一、 募集资金的基本情况 （一）首次公开发行募集资金基本情况 根据中国证券监督管理委员会《关于同意南通超达装备股份有限公司首次公 开发行股票注册的批复》（证监许可[2021]3711 号文）同意注册，公 ...

Financial Performance - The company reported a basic earnings per share of 1.31 yuan for 2024, unchanged from 2023, and an increase from 0.95 yuan in 2022 [1] - The net profit for 2024 was 0.97 billion yuan, a 2.11% increase from 0.95 billion yuan in 2023, and up from 0.69 billion yuan in 2022 [1] - Operating revenue reached 7.21 billion yuan, marking a 14.99% increase from 6.27 billion yuan in 2023 and significantly up from 5.11 billion yuan in 2022 [1] - The return on equity (ROE) decreased to 7.52% in 2024 from 7.91% in 2023, but improved from 6.13% in 2022 [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 51.6884 million shares, accounting for 71.1% of the circulating shares, with an increase of 4.63591 million shares compared to the previous period [1] - Notable new shareholders include Feng Jianjun with 45 million shares (61.90% of total shares) and Feng Feng with 1.25 million shares (1.72% of total shares) [2] - Several shareholders exited the top ten list, including Fang Wenlong and Xu Yaoxiang, who held 0.66% and 1.09% of total shares respectively [2] Dividend Distribution - The company announced a dividend distribution plan of 10 yuan per 5 shares (including tax) [3]

Financial Performance - The company's operating revenue for 2024 reached ¥720,666,661.22, representing a 14.91% increase compared to ¥627,172,485.57 in 2023[16]. - The net profit attributable to shareholders for 2024 was ¥96,599,670.73, a slight increase of 1.24% from ¥95,417,330.46 in 2023[16]. - The net profit after deducting non-recurring gains and losses was ¥93,697,245.48, up 1.53% from ¥92,281,306.66 in 2023[16]. - The total assets at the end of 2024 were ¥2,127,798,798.26, reflecting a 3.77% increase from ¥2,050,512,195.90 at the end of 2023[16]. - The net assets attributable to shareholders increased by 14.57% to ¥1,437,894,419.93 from ¥1,255,055,643.99 in 2023[16]. - The company achieved a total revenue of ¥720,666,661.22 in 2024, representing a year-on-year increase of 14.91% compared to ¥627,172,485.57 in 2023[62]. - The revenue from molds was ¥422,520,041.20, accounting for 58.63% of total revenue, with a year-on-year growth of 17.84%[63]. - The company’s gross profit margin for the specialized equipment manufacturing industry was 33.46%, slightly down by 1.07% from the previous year[65]. - The company’s exports increased significantly, with foreign sales reaching ¥313,213,563.84, a 51.53% increase from ¥206,700,909.90 in 2023[63]. Dividend and Shareholder Returns - The company plans to distribute a cash dividend of 5 RMB per 10 shares to all shareholders, based on a total of 79,569,601 shares[3]. - The company has not proposed any bonus shares or capital increases for the current fiscal year[3]. - The 2024 cash dividend proposal is set at RMB 5.00 per 10 shares, amounting to RMB 39,784,800.50, with no stock dividends or capital reserve conversions planned[166]. - The total number of shares for the cash dividend distribution is based on 79,569,601 shares, with a total distributable profit of RMB 470,715,332.52[166]. Market and Industry Trends - The automotive mold industry is experiencing significant growth, driven by the rapid development of the automotive sector, with over 90% of automotive parts requiring mold formation[27]. - The global mold market is expected to maintain a high growth rate, with China's market size exceeding ¥100 billion annually[26]. - In 2024, China's automotive production and sales reached 31.282 million and 31.436 million units, respectively, with year-on-year growth of 3.7% and 4.5%[28]. - New energy vehicle (NEV) production and sales reached 12.888 million and 12.866 million units, with year-on-year growth of 34.4% and 35.5%[28]. - NEVs accounted for 40.9% of total new car sales, an increase of 9.3 percentage points from 2023[28]. - The automotive interior and exterior market is experiencing sustained growth due to increasing consumer demand for quality and aesthetics[34]. Research and Development - The company is focused on the research and development of new products and technologies to enhance its competitive position in the mold manufacturing industry[25]. - The company has completed several R&D projects, including a buffered core-pulling machine and a 3D printed sand mold casting process, aimed at improving production efficiency and product quality[73]. - The company aims to achieve full automation through advanced sensing technology in its new rapid positioning device for foam molds, enhancing sales channels[73]. - The company has developed a new product line in the automotive parts sector, specifically focusing on battery box molds for electric vehicles[62]. - The company’s R&D investment for 2024 amounted to ¥43,281,270.57, representing 6.01% of operating revenue, a decrease from 6.28% in 2023[77]. Operational Efficiency - The company adopts a "sales-driven production" model, ensuring efficient organization of production based on product orders[42]. - The company utilizes a manufacturing execution system to manage the entire production process, achieving full-process information management from order receipt to delivery[49]. - The company has established a comprehensive computer information network and customized a manufacturing execution system to enhance operational efficiency[59]. - The company has enhanced its integrated service capability in molds, inspection tools, and automation equipment, with increasing sales of complex automotive main model inspection tools[56]. Risk Management - The company has outlined potential risk factors in its annual report, emphasizing the importance of investor awareness regarding these risks[3]. - The company faces risks from economic cycles and the automotive industry's development, which could affect demand for automotive molds; it plans to monitor industry changes and adjust operations accordingly[111]. - The company is exposed to raw material price fluctuations, with direct material costs being significant; it will establish strategic partnerships with suppliers and implement measures to mitigate price risks[112]. - The company recognizes the risk of technological innovation and will focus on low-risk technology projects while diversifying its innovation portfolio to reduce overall risk[113]. - The company has a foreign exchange risk due to 43.46% of its revenue coming from exports; it will enhance cooperation with financial institutions to manage exchange rate fluctuations[114]. Governance and Compliance - The company emphasizes information disclosure, ensuring that all shareholders have equal access to information through designated newspapers[124]. - The internal audit system is strictly implemented, enhancing operational management and risk control[126]. - The company maintains independence from its controlling shareholders in terms of assets, personnel, finance, and operations[127]. - The governance structure is continuously improved to meet the requirements of relevant laws and regulations[119]. - The company has established measures to ensure complete independence in assets, personnel, finance, and operations from specific enterprises associated with its controlling shareholders[195]. Employee Development and Management - The company has established an internship base in collaboration with higher education institutions to cultivate and reserve professional technical talent[163]. - The company emphasizes employee development through various training programs, including onboarding and departmental training[163]. - The total number of employees at the end of the reporting period is 1,190, with 1,006 in the parent company and 184 in major subsidiaries[161]. - The professional composition includes 800 production personnel, 47 sales personnel, 234 technical personnel, 11 financial personnel, and 98 administrative personnel[161]. Strategic Planning and Future Outlook - The company aims to become an internationally leading manufacturer of non-standard equipment for the automotive industry, surpassing domestic peers[103]. - The company plans to continue expanding its market presence and enhancing its product offerings[138]. - The company has set a performance guidance of 1.8 billion yuan for the next fiscal year, reflecting a growth target of 20%[149]. - The company plans to conduct financial derivative trading as part of its strategy[158]. - The company will implement a brand promotion strategy to build a well-known mold brand in domestic and international markets, enhancing its reputation[110].

Financial Performance - The company's operating revenue for Q1 2025 was ¥157,808,407.26, a decrease of 1.98% compared to ¥160,991,431.75 in the same period last year[7]. - Net profit attributable to shareholders increased by 5.48% to ¥24,926,600.32 from ¥23,631,305.76 year-on-year[7]. - The net cash flow from operating activities decreased by 17.26% to ¥23,298,744.00 compared to ¥28,160,120.37 in the previous year[7]. - The company reported total operating revenue of ¥157,808,407.26 for the first quarter, a decrease of 1.36% compared to ¥160,991,431.75 in the previous period[23]. - The operating profit for Q1 2025 was CNY 29,379,903.21, slightly down from CNY 29,969,545.22 in Q1 2024, reflecting a decrease of approximately 1.97%[26]. - The net profit for Q1 2025 was CNY 25,302,969.33, an increase from CNY 24,341,245.44 in Q1 2024, representing a growth of approximately 3.95%[26]. - The total revenue from operating activities was CNY 162,912,899.68, compared to CNY 156,963,723.53 in the previous year, indicating an increase of about 3.67%[27]. - The company reported a total comprehensive income of CNY 25,156,573.63 for Q1 2025, compared to CNY 24,529,740.16 in Q1 2024, marking an increase of approximately 2.55%[27]. Assets and Liabilities - Total assets at the end of the reporting period were ¥2,159,610,907.90, reflecting a 1.50% increase from ¥2,127,798,798.26 at the end of the previous year[7]. - The company's total liabilities decreased to ¥624,797,949.33 from ¥676,960,394.97, representing a reduction of approximately 7.7%[23]. - The cash and cash equivalents decreased to ¥665,258,640.91 from ¥856,681,896.17, reflecting a decline of approximately 22.34%[22]. - The cash and cash equivalents at the end of Q1 2025 were CNY 664,946,584.11, down from CNY 984,629,522.07 at the end of Q1 2024, a decrease of approximately 32.4%[29]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 7,194[14]. - The largest shareholder, Feng Jianjun, holds 56.55% of the shares, totaling 45,000,000 shares[14]. - The second-largest shareholder, Feng Feng, holds 6.28% of the shares, totaling 5,000,000 shares[14]. - The total number of restricted shares at the beginning of the period was 5,227,794, with 17,500 shares released during the period, resulting in 5,210,294 restricted shares at the end[17]. - The company has a significant number of shareholders with limited shares, including Feng Feng with 3,750,000 shares locked due to director restrictions[17]. - The company has no preferred shareholders or changes in restricted shares reported for this period[15][16]. - The company’s major shareholders have no pledged or frozen shares reported[14]. Investment and Financial Activities - The company reported a significant increase of 257.98% in trading financial assets, amounting to ¥250,873,458.90 due to investments in wealth management products[12]. - Financial expenses surged by 364.96% to -¥6,257,863.26, primarily due to changes in exchange gains and losses[12]. - Investment income increased by 172.96% to ¥577,750.00, indicating improved returns on investments[12]. - The company experienced a 1347.58% rise in credit impairment losses, totaling ¥2,485,065.46, attributed to changes in bad debt provisions[12]. - The net cash flow from investing activities was -¥218,185,147.51, a decrease of 187.06% compared to the previous year, mainly due to purchases of financial products[12]. - The investment activities resulted in a net cash outflow of CNY 218,185,147.51, a significant decrease from a net inflow of CNY 250,605,573.07 in Q1 2024[29]. - The company incurred a credit impairment loss of CNY 2,485,065.46, a significant increase from CNY 171,670.37 in the previous year, indicating a rise of approximately 1345.5%[26]. - The total assets impairment loss was reported at CNY -737,927.33, an improvement from CNY -1,153,068.49 in Q1 2024, reflecting a decrease in losses[26]. Strategic Developments - The company is involved in a strategic partnership with Nanjing Youxu and other investment firms as of February 25, 2025[18]. - The company has signed a share transfer agreement, with Nanjing Youxu acquiring 29.32% of the shares, leading to a change in control[19]. - After the share transfer, Feng Jianjun will no longer hold control over the company, with Nanjing Youxu becoming the controlling shareholder[19]. - The company’s future outlook includes potential market expansion and new strategic initiatives[18]. Research and Development - The company reported a research and development expense of ¥11,999,009.18, up from ¥10,530,388.71, indicating an increase of approximately 13.9%[25]. - The company’s short-term borrowings remained stable at ¥30,000,000.00, unchanged from the previous period[22]. Equity - Shareholders' equity attributable to the parent company rose by 5.81% to ¥1,521,492,606.20 from ¥1,437,894,419.93[7]. - The equity attributable to shareholders increased to ¥1,521,492,606.20 from ¥1,437,894,419.93, marking an increase of about 5.8%[23]. - The basic earnings per share remained stable at CNY 0.32, while diluted earnings per share decreased to CNY 0.29 from CNY 0.32 in the previous year[27].

近日，公司收到了天衡会计师事务所（特殊普通合伙）出具的《关于变更南 通超达装备股份有限公司 2024 年度财务报表、内部控制审计项目的项目合伙人 的函》，现将具体情况公告如下： 一、本次签字注册会计师变更情况 天衡会计师事务所（特殊普通合伙）作为公司 2024 年度财务报表、内部控 制审计项目的审计机构，原委派闵志强先生作为公司 2024 年度审计报告及其他 专项报告的签字注册会计师，因天衡会计师事务所（特殊普通合伙）内部工作安 排调整，现委派邱平女士接替闵志强先生作为公司 2024 年度审计业务、内部控 制审计的签字注册会计师（项目合伙人），负责公司 2024 年度财务报表、内部 控制审计相关工作。 | 证券代码：301186 | 证券简称：超达装备 公告编号：2025-015 | | --- | --- | | 债券代码：123187 | 债券简称：超达转债 | 南通超达装备股份有限公司 关于年度审计机构变更签字注册会计师的公告 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。 南通超达装备股份有限公司（以下简称"公司"）分别于 2024 年 4 月 22 ...

| 证券代码：301186 | 证券简称：超达装备 公告编号：2025-014 | | --- | --- | | 债券代码：123187 | 债券简称：超达转债 | 南通超达装备股份有限公司 关于 2025 年第一季度可转换公司债券转股情况的公告 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。 特别提示： 1、"超达转债"（债券代码：123187）转股期为 2023 年 10 月 11 日至 2029 年 4 月 3 日；最新有效的转股价格为 31.81 元/股。 2、2025 年第一季度，共有 524,833 张"超达转债"完成转股（票面金额共 计 52,483,300 元人民币），合计转成 1,649,600 股"超达装备"股票（股票代码： 301186）。 3、截至 2025 年第一季度末，公司剩余可转换公司债券为 2,854,793 张，剩 余可转换公司债券票面总金额为 285,479,300 元人民币。 根据《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第 15 号——可转换公司债券》的相关规定，南通超达装备股份有限 公 ...

Group 1 - The company announced the interest payment for its convertible bonds, "超达转债," which will be paid on April 7, 2025, with an interest amount of 6.00 CNY per bond (including tax) [1][2] - The total amount raised from the issuance of the convertible bonds was 469 million CNY, with 4.69 million bonds issued at a face value of 100 CNY each [2][4] - The bonds were listed on the Shenzhen Stock Exchange on April 25, 2023, and have a maturity period from April 4, 2023, to April 3, 2029 [2][4] Group 2 - The coupon rates for the convertible bonds are structured to increase over the years, starting from 0.40% in the first year to 3.00% in the sixth year [2][4] - The interest payment method is annual, with the first interest payment occurring on April 7, 2025, covering the period from April 4, 2024, to April 3, 2025 [4][5] - The company will not withhold taxes on the interest payments for individual investors, who will be subject to a 20% tax rate on their interest income [5][6] Group 3 - The bondholders must hold the bonds until the registration date of April 3, 2025, to receive the interest payment [6] - The company has appointed China Securities Depository and Clearing Corporation Limited Shenzhen Branch to handle the interest payment process [6][7] - The bonds have received an "A" credit rating with a stable outlook from a recognized credit rating agency [4][5]

| 证券代码：301186 | 证券简称：超达装备 | 公告编号：2025-013 | | --- | --- | --- | | 债券代码：123187 | 债券简称：超达转债 | | 南通超达装备股份有限公司 关于可转换公司债券 2025 年付息的公告 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。 特别提示： 1、"超达转债"将于 2025 年 4 月 7 日按面值支付第二年利息，每 10 张"超 达转债"（面值 1,000 元）利息为 6.00 元（含税）； 2、债权登记日：2025 年 4 月 3 日（星期四）； 3、除息日：2025 年 4 月 7 日（星期一）； 4、付息日：2025 年 4 月 7 日（星期一）（由于 2025 年 4 月 4 日为节假日， 可转债付息日顺延至 2025 年 4 月 7 日）； 5、本次付息期间及票面利率：计息期间为 2024 年 4 月 4 日至 2025 年 4 月 3 日，票面利率为 0.60%； 6、本次付息对象：本次付息的债权登记日为 2025 年 4 月 3 日，截至 2025 年 4 月 3 日下午 ...

文/梧桐小新 今年以来，A股市场"壳并购"交易异常活跃。本文梳理近期发生的13起"壳并购"案例，收购股权比例一般介于20%-30%之间，壳资源交易价格普遍位于4亿至7亿元 区间。 从交易细节看，交易结构呈现"控股权收购+表决权让渡"的复合模式，估值逻辑兼顾市值折让与资产重整预期，部分案例溢价率达30%以上。 此外，地方国资亦成为本轮壳并购的主力军，如衢州、池州、合肥等地国资委通过协议受让控股。 | 名称 | 出让方(原实控人) | 受让方(新实控人) | 最新市值 | 转让份额 | 价格 | 备注 | | --- | --- | --- | --- | --- | --- | --- | | 永安行 (603776) | 孙继胜、常州远为、 索军、陶安平、黄得 | 上海哈茂 | 44.49 Z | 19.67% | 6.697亿 | 定向增发8.4亿 | | | 云;上海云绕 | | | | | | | 万德斯 (688178) | 刘军、宫建瑞 | 瑞源国际(国资+立 | 16.84亿 | 28.88% | 4.129亿 | 收购控股股东股权 | | | | 讯) | | | | | | 康惠制药 (603 ...

Group 1: Business Strategy and Market Position - The new controlling shareholder sees high industrial synergy value with the company in the automotive parts sector, focusing on market resources and international development [2] - The company is actively expanding its business into automotive interior and exterior molds, inspection tools, and automation equipment, aiming to become a global R&D and manufacturing base [3] - The company has established wholly-owned subsidiaries in Germany and the USA to enhance international market development [3] Group 2: Financial Performance and Investment - In the first three quarters of 2024, the company's revenue grew by 11.57%, while net profit decreased by 4.79%, primarily due to rising raw material costs [3] - As of mid-2024, the company has invested 632 million RMB of idle raised funds in financial management, accounting for over 70% of the net raised funds [3] Group 3: Research and Development - The company holds 133 patents, including 61 invention patents, and emphasizes continuous innovation in technology and products [4] - R&D expenses for 2023 amounted to 39,365,075.53 RMB, representing 6.28% of revenue [4] Group 4: Environmental Responsibility - The company adheres to national environmental protection regulations and has implemented measures to mitigate negative environmental impacts [5] - The company has achieved certain results in energy conservation and pollutant discharge standards [5]