华泰联合证券有限责任公司 关于南通超达装备股份有限公司 2025 年半年度跟踪报告 | 保荐人名称：华泰联合证券有限责任公司 | 被保荐公司简称：超达装备 | | --- | --- | | 保荐代表人姓名：姜磊 | 联系电话：025-83387746 | | 保荐代表人姓名：李宗贵 | 联系电话：025-83387746 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1、公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次 | 次 0 | | 数 | | | 2、督导公司建立健全并有效执行规章制度的 | | | 情况 | | | （1）是否督导公司建立健全规章制度（包 | | | 括但不限于防止关联方占用公司资源的 | 是 | | 制度、募集资金管理制度、内控制度、 | | | 内部审计制度、关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3、募集资金监督情况 | | | （1）查询公司募集资金专户次数 | 每月 次 1 | | （2）公司募集资金项目进展是否与信息 | ...

Financial Performance - The company's operating revenue for the first half of 2025 was ¥353,726,700.07, representing a 9.21% increase compared to ¥323,909,696.40 in the same period last year[17]. - Net profit attributable to shareholders was ¥60,667,212.55, up 19.42% from ¥50,799,797.15 in the previous year[17]. - The net profit after deducting non-recurring gains and losses was ¥59,009,257.53, an increase of 18.76% from ¥49,686,135.67 in the same period last year[17]. - Basic earnings per share increased to ¥0.77, reflecting an 11.59% rise from ¥0.69 in the previous year[17]. - The total assets at the end of the reporting period were ¥2,225,808,850.19, a 4.61% increase from ¥2,127,798,798.26 at the end of the previous year[17]. - The net assets attributable to shareholders increased to ¥1,537,954,393.68, up 6.96% from ¥1,437,894,419.93 at the end of the previous year[17]. - The weighted average return on equity was 4.07%, slightly up from 3.97% in the previous year[17]. - The diluted earnings per share was ¥0.69, a 1.47% increase from ¥0.68 in the previous year[17]. - The company's gross profit margin for molds was 41.98%, with a slight increase of 0.27% year-on-year, while the gross profit margin for automation equipment was 22.12%, reflecting a decrease of 3.93%[37]. - The company reported a total profit of ¥69.96 million, compared to ¥59.42 million, marking an increase of approximately 17.5% year-over-year[169]. Cash Flow and Investments - The net cash flow from operating activities was ¥8,482,299.96, a significant decrease of 86.17% compared to ¥61,313,719.22 in the same period last year[17]. - The company reported a net cash outflow from investment activities of ¥204,419,703.00, an improvement of 14.52% compared to the previous year's outflow of ¥239,151,451.40[35]. - The company's cash flow from operating activities decreased significantly by 86.17% to ¥8,482,299.96 from ¥61,313,719.22, primarily due to increased payments for goods and services[35]. - Cash inflow from investment activities was ¥88,587,922.46 in 2025, down 85.8% from ¥625,472,738.62 in 2024[176]. - Cash outflow from investment activities decreased to ¥293,007,625.46 in 2025 from ¥864,624,190.02 in 2024, a reduction of 66.1%[176]. Shareholder Information - The company plans to distribute a cash dividend of ¥2.5 per 10 shares, totaling approximately ¥19,973,105.80 based on 79,948,232 shares[3]. - The board proposed a cash dividend of 2.50 yuan per ten shares, totaling 19,987,058 yuan, which represents 100% of the profit distribution[78]. - The company will not conduct a capital reserve transfer to increase share capital or issue bonus shares this year, with remaining undistributed profits carried forward to future periods[78]. - The company has a total of 5,820 shareholders at the end of the reporting period[131]. - The largest shareholder, Nanjing Youxu Enterprise Management Co., Ltd., holds 29.14% of the shares, totaling 23,300,000 shares[132]. Market Position and Strategy - The main business remains focused on the research, production, and sales of automotive interior and exterior moldings, with no significant changes during the reporting period[26]. - The company is recognized as a leading supplier of automotive interior and exterior molds in China, holding a significant market position in the soft trim and foam mold sectors[29]. - The company has established long-term partnerships with major automotive suppliers, strengthening its market presence and collaboration[29]. - The company plans to expand its market presence by launching new products in the upcoming quarter, aiming for a 15% increase in market share[181]. - The company plans to continue focusing on market expansion and product development to sustain growth in the upcoming quarters[170]. Research and Development - Research and development investment increased by 11.46% to ¥24,901,092.25 from ¥22,340,009.74, indicating a focus on innovation[35]. - Research and development expenses have increased to 200 million, up from 150 million in the previous year, indicating a focus on innovation and new technology[181]. Risks and Challenges - The company faces risks from economic cycles and the automotive industry's development, which could impact demand for automotive molds[64]. - The company is exposed to raw material price fluctuations, with direct material costs being a significant portion of its main business costs[66]. - The company is also at risk from technological innovation demands, requiring continuous updates to production processes and product offerings[67]. Compliance and Governance - The company has adhered to relevant regulations and guidelines to ensure accurate and complete information disclosure during the reporting period[88]. - The company has committed to strict compliance with regulatory requirements regarding the use of raised funds[56]. - The company has not engaged in any unauthorized use of raised funds for working capital[56]. Financial Management - The company reported a decrease in cash and cash equivalents to ¥310,236,230.66 from ¥447,999,294.64, a decline of about 30.8%[164]. - The total liabilities have decreased to 470.7 million yuan from 483.6 million yuan, showing a reduction of about 2%[189]. - The company has implemented new accounting policies that may affect future financial reporting, with adjustments expected in the next quarter[182]. Share Capital Changes - The total share capital increased from 77,920,001 shares to 79,948,232 shares due to the conversion of convertible bonds[127]. - The company issued 4.69 million convertible bonds at a face value of RMB 100 each, raising a total of RMB 469 million, with a net amount of RMB 462.75 million after expenses[144]. - The number of bondholders at the end of the reporting period was 4,648, with the largest holder owning 523,320 bonds, representing 19.14% of the total[145]. Future Outlook - The future outlook remains positive, with management guiding for a revenue growth of 12% for the next fiscal year[181]. - The company plans to continue expanding its market presence and investing in new product development to drive future growth[188].

Group 1 - Jiangsu Chaoda Intelligent Technology Co., Ltd. has been established with a registered capital of 25.5 million yuan [1] - The company's business scope includes artificial intelligence application software development, research and development of intelligent robots, manufacturing of industrial robots, sales of intelligent robots, and development of artificial intelligence theories and algorithms [1] - Chaoda Intelligent Technology is wholly owned by Chaoda Equipment (301186) [1]

Core Viewpoint - The announcement from ChaoDa Equipment indicates that its controlling shareholder, Nanjing Youxu Enterprise Management Co., Ltd., has pledged all of its shares in the company for a merger loan guarantee, which raises concerns about the company's financial stability and future operations [2] Group 1 - The controlling shareholder has pledged 23,300,000 shares, representing 100% of its holdings in the company [2] - The pledged shares account for 28.99% of the total share capital of ChaoDa Equipment [2] - The purpose of the share pledge is to serve as collateral for a merger loan [2]

Group 1 - The company ChaoDa Equipment (SZ 301186, closing price: 45.97 CNY) announced on August 14 that as of the announcement date, Nanjing Youxu has pledged a total of 23.3 million shares, accounting for 100% of its holdings [2] - For the year 2024, the revenue composition of ChaoDa Equipment will be 100.0% from the specialized equipment manufacturing industry [2]

关于控股股东股份质押的公告 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：2025-066 | | --- | --- | --- | | 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 特别提示： 南通超达装备股份有限公司（以下简称"公司"）控股股东南京友旭企业管 理有限公司质押股份用于并购贷款质押担保，本次质押股份数量占其所持公司股 份数量比例达到 100.00%，请投资者注意相关风险。 公司于近日接到控股股东南京友旭企业管理有限公司（以下简称"南京友旭"） 的通知，获悉南京友旭将其所持有的公司股份办理了股票质押业务，相关登记手 续已办理完毕，具体事项如下： 一、股东股份质押的基本情况 | | 是否为控 | | | | 是否为限 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 股股东或 | 本次质押 | 占其所持 | 占公司总 | 售股（ ...

Group 1: Company Overview - The company, Chaoda Equipment, is a leading domestic supplier of automotive interior and exterior moldings, primarily engaged in the research, production, and sales of molds, automotive inspection tools, automation equipment, and components [1] - The main business focus is on molds, with automotive interior and exterior molds being the primary product category [1] - The company is one of the few in China capable of implementing full-process manufacturing and services for automotive interior and exterior molds [1] Group 2: Financial Performance - In 2024, the company is projected to achieve operating revenue of 721 million yuan, representing a year-on-year growth of 14.91% [1] - The net profit for 2024 is expected to be 96.6 million yuan, with a year-on-year increase of 1.24% [1] - Research and development expenses for 2023 and 2024 are 39.37 million yuan and 43.28 million yuan, respectively, accounting for 6.28% and 6.01% of the operating revenue during the same periods [1] Group 3: Clientele and Market Presence - The company's products are utilized by notable electric vehicle manufacturers such as Tesla, NIO, BYD, and Geely [1] - After the founding team exited, Nanjing Youxu became the controlling shareholder, and Feng Jianjun no longer holds control [1] - The company has subsidiaries in Germany, the United States, and Thailand, with the Thailand project progressing smoothly [1] Group 4: Corporate Decisions - The company has decided not to redeem the "Chaoda Convertible Bonds" early and will not exercise redemption rights within the next six months [1]

Group 1 - The company, ChaoDa Equipment, primarily engages in the research, production, and sales of automotive interior and exterior trim molds, automotive inspection tools, automation tooling equipment, and components [1] - As of the latest update, the company has not ventured into humanoid robot-related businesses [1]

| 证券代码：301186 | 证券简称：超达装备 | 公告编号：2025-065 | | --- | --- | --- | | 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 券代码"123187"。本次可转换公司债券转股的起止日期为 2023 年 10 月 11 日 起至 2029 年 4 月 3 日止。 关于控股股东持股比例被动稀释 触及 1%整数倍的权益变动公告 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、本次权益变动主要系南通超达装备股份有限公司（以下简称"公司"） 完成了 2024 年限制性股票激励计划第一个归属期归属的第二类限制性股票登记 事项及可转换公司债券转股导致公司总股本增加，公司控股股东南京友旭企业 管理有限公司（以下简称"南京友旭"）持股数量不变，持股比例由 29.28%下 降至 28.99%，触及 1%整数倍，不涉及股东股份增持或减持，不触及要约收 购。 2、本次权益变动不会导致公司控制权发生变更，不会对公司经营及治理结 构产生影响。 一、 可转换公司债券转股导致股本变动情况 （ ...

Company Overview - Nantong Chaoda Equipment Co., Ltd. is a leading domestic supplier of automotive interior and exterior moldings, focusing on the research, production, and sales of molds, automotive inspection tools, and automated tooling equipment [1] - The company is one of the few in China capable of providing full-process manufacturing and services for automotive interior and exterior molds, including R&D, design, casting, CNC processing, assembly, and maintenance [1] Financial Performance - In 2024, the company achieved a revenue of CNY 720,666,661.22, representing a year-on-year increase of 14.91% [2][7] - The net profit attributable to shareholders was CNY 96,599,670.73, up 1.24% from the previous year [2][7] - The revenue from mold business was CNY 422,520,041.20, an increase of 17.84% year-on-year [5] - The automotive inspection tools business generated revenue of CNY 76,430,586.40, up 21.56% [5] - Revenue from automated tooling equipment and components was CNY 188,053,161.69, increasing by 11.38% [5] Product Categories - The main products include: - Automotive interior and exterior molds, primarily for soft trim and foam components [2] - Automotive inspection tools for evaluating the quality of automotive parts [2] - Automated tooling equipment and components for production lines [2] Market Position and Competitive Landscape - The automotive mold industry is crucial, with over 90% of automotive parts requiring molds for production [3] - In developed countries, automotive molds account for over 40% of the total mold industry output, while about one-third of China's molds serve the automotive sector [3] - The domestic market for automotive molds is competitive, particularly in the mid-to-low-end segment, while high-end markets have fewer capable players [4] R&D and Innovation - The company invested CNY 39,365,075.53 and CNY 43,281,270.57 in R&D for 2023 and 2024, respectively, accounting for 6.28% and 6.01% of revenue [6] - The company holds 148 patents, including 77 invention patents, enhancing its competitive edge [6] - The company is recognized as a key player in the mold industry and has established good relationships with major automotive suppliers [6] Order and Growth Outlook - As of the end of 2024, the company had an order backlog of CNY 73,378.26 million [5] - The company anticipates continued growth driven by strong demand in the automotive sector [4] Strategic Developments - The company is expanding its international presence with subsidiaries in Germany, the USA, and Thailand to better serve global customers [9] - The company is exploring opportunities in the new energy vehicle sector, having developed products for major manufacturers like Tesla and BYD [8]