股票简称：上能电气 股票代码：300827 关于上能电气股份有限公司 申请向特定对象发行股票的 第二轮审核问询函的回复 保荐机构（主承销商） （福州市湖东路 268 号） 公告日期：二零二五年八月 深圳证券交易所： 贵所于 2025 年 7 月 29 日出具的《关于上能电气股份有限公司申请向特定对 象发行股票的第二轮审核问询函》（审核函〔2025〕020034 号）（以下简称"《审 核问询函》"）已收悉。上能电气股份有限公司（以下简称"发行人"、"公司"、 "上能电气"）与兴业证券股份有限公司（以下简称"保荐机构"或"保荐人"）、 北京国枫律师事务所（以下简称"律师"）、公证天业会计师事务所（特殊普通 合伙）（以下简称"会计师"）等相关方对《审核问询函》所列问题进行了逐项 核查，现回复如下，请予审核。 注： 1、如无特别说明，本审核问询函回复中使用的简称与《募集说明书（修订 稿）》中的释义相同。 | 2、本回复报告中的字体代表以下含义： | | --- | | 黑体（加粗） | 审核问询函所列问题 | | --- | --- | | 宋体 | 审核问询函所列问题的回复 | | 楷体（加粗） | 涉及审核问询函 ...

兴业证券股份有限公司 二零二五年八月 上市保荐书 2023 年度向特定对象发行股票 之 上市保荐书 保荐机构（主承销商） （福州市湖东路 268 号） 关于 上能电气股份有限公司 保荐机构及保荐代表人声明 兴业证券股份有限公司（以下简称"兴业证券"、"保荐人"或"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。 在本上市保荐书中，除上下文另有所指，释义与《上能电气股份有限公司 2023 年度向特定对象发行股票募集说明书》相同。 3-3-1 | 保荐机构及保荐代表人声明 | 1 | | --- | --- | | 目 | 录 2 | | 一、发行人基本情况 | 3 | | 二、发行人本次发行情况 | 10 | | 三、本次证券发行上市的保荐代表人、协办人及项目组其他成员情况 14 | | | 四、保荐机构与发行人关联关系的说明 | 15 | | 五、保荐机构承诺事项 | ...

公证天业会计师事务所（特殊普通合伙） Gongzheng Tianye Certified Public Accountants, SGP | 中国．江苏．无锡 | Wuxi．Jiangsu．China | | --- | --- | | 总机：86（510）68798988 | Tel：86（510）68798988 | | 传真：86（510）68567788 | Fax：86（510）68567788 | | 电子信箱：mail@gztycpa.cn | E-mail：mail@gztycpa.cn | 关于上能电气股份有限公司申请 向特定对象发行股票的第二轮审核问询函的专项说明 深圳证券交易所： 根据贵所于 2025 年 7 月 29 日下发的审核函〔2025〕020034 号《关于上能 电气股份有限公司申请向特定对象发行股票的第二轮审核问询函》（以下简称 "《审核问询函》"）的要求，本所作为上能电气股份有限公司（以下简称"发 行人"或"公司"）向特定对象发行股票的会计师事务所，本着勤勉尽责和诚实 信用的原则，就相关问题进行了认真核查，现对核查情况说明如下： 注： 1、本回复报告中的字体代表以下含义： ...

股票简称：上能电气 股票代码：300827 上能电气股份有限公司 （SINENG ELECTRIC CO., LTD.） （无锡市惠山区和惠路 6 号） 2023 年度向特定对象发行股票 募集说明书 （修订稿） 保荐机构（主承销商） （福州市湖东路 268 号） 公告日期：二零二五年八月 上能电气股份有限公司 2023 年度向特定对象发行股票募集说明书 声 明 本公司及全体董事、监事、高级管理人员承诺募集说明书及其他信息披露资 料不存在任何虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、完整 性承担相应的法律责任。 一、特别风险提示 公司特别提醒投资者对下列重大事项给予充分关注，并仔细阅读本募集说明 书"第七节 与本次发行相关的风险因素"的有关内容，注意投资风险。 （一）业绩波动风险 2022 年、2023 年、2024 年、2025 年 1-3 月，公司实现营业收入分别为 233,854.18 万元、493,266.31 万元、477,340.38 万元和 83,069.60 万元，扣除非经 常性损益后归属于母公司所有者的净利润分别为 6,978.03 万元、27,574.77 万元、 41,240. ...

Core Viewpoint - The company, Shangneng Electric, has shown significant financial growth in its latest quarterly report, indicating strong operational performance and positive market sentiment. Financial Performance - As of the first quarter of 2025, Shangneng Electric reported total revenue of 831 million yuan, representing a year-on-year increase of 16.78% [1] - The net profit attributable to shareholders reached 87.65 million yuan, up 71.56% year-on-year [1] - The company's non-recurring net profit was 85.79 million yuan, reflecting an 82.69% increase compared to the previous year [1] - Key financial ratios include a current ratio of 1.185, a quick ratio of 0.899, and a debt-to-asset ratio of 72.93% [1] Market Activity - On August 1, 2025, Shangneng Electric's stock closed at 23.25 yuan, with a daily increase of 1.93% [1] - The trading volume was 180,700 lots, with a total transaction value of 421 million yuan [1] - The net inflow of main funds was 28.65 million yuan, accounting for 6.8% of the total transaction value [1] - Large orders contributed significantly to the net inflow, with ultra-large orders net inflow at 24.62 million yuan, making up 5.84% of the transaction value [1] Company Overview - Shangneng Electric Co., Ltd. was established in 2012 and is located in Wuxi City, primarily engaged in the manufacturing of electrical machinery and equipment [2] - The company has a registered capital of 3.58 billion yuan and a paid-in capital of 1.76 billion yuan [1] - The legal representative of the company is Wu Qiang [1] Investment and Intellectual Property - Shangneng Electric has made investments in 11 companies and participated in 1,250 bidding projects [2] - The company holds 21 trademark registrations and 391 patents, along with 58 administrative licenses [2]

Group 1 - The battery ETF managed by Jiashi has a turnover rate of 1.67% and a transaction volume of 4.9343 million yuan as of July 31. The average daily transaction volume over the past month is 9.6408 million yuan [2] - The net value of the battery ETF has increased by 21.52% over the past year, with the highest monthly return since inception being 31.11% and the longest consecutive monthly increase being 3 months [2] - The valuation of the index tracked by the ETF is at a historical low, with a latest price-to-book ratio (PB) of 2.94, significantly lower than 80.38% of the time over the past five years, indicating strong valuation attractiveness [2] Group 2 - Since 2023, the capital expenditure in the lithium battery industry chain has been in a continuous decline for seven consecutive quarters, but is expected to turn positive in Q1 2025, indicating a potential recovery in the industry [3] - The Chinese government is focusing on regulating "involution" competition, which may lead to industry consolidation and value reconstruction within the supply chain [3] - Chinese companies are enhancing their competitiveness in the global market, with leading positions in both power and energy storage battery shipments, and are accelerating overseas capacity construction [3] Group 3 - As of July 31, the top ten weighted stocks in the CSI Battery Theme Index include Yangguang Electric, Ningde Times, Sanhua Intelligent Control, and others, collectively accounting for 51.66% of the index [3] - The performance of individual stocks shows mixed results, with Yangguang Electric increasing by 3.51% while Ningde Times decreased by 0.42% [5] - Investors without stock accounts can access battery industry investment opportunities through the Jiashi Battery ETF linked fund (016567) [5]

Market Overview - US stock market experienced a pullback with the Dow Jones down 0.74%, Nasdaq down 0.03%, and S&P 500 down 0.37% [1] - Notable stock movements include Meta up 11.25%, Microsoft up 3.95%, and Tesla down 3.38% [1] Trade and Tariff Developments - Trump maintains the minimum reciprocal tariff rate at 10% and increases Canadian tariffs from 25% to 35% [2] - A 90-day extension of the US-Mexico tariff agreement has been announced [2] - Trump urges 17 global pharmaceutical giants to significantly reduce drug prices in the US [2] Technology and AI Developments - Nvidia asserts that its chips do not have "backdoors" for remote access or control [3] - Figma, an AI application design collaboration platform, saw a 250% increase on its first day of trading on the US stock market [4] - Apple reports its largest quarterly revenue growth since late 2021, with plans to significantly increase AI investments [5] - OpenAI reveals plans for a "water-cooled" data center project in Norway, set to deploy 100,000 GPUs next year [6] Domestic Policy and Economic Initiatives - The State Council of China approved the "Artificial Intelligence+" action plan to promote large-scale commercialization of AI applications [9] - The National Development and Reform Commission emphasizes the importance of maintaining security in key sectors such as food, energy, and supply chains [9] - The Ministry of Commerce indicates that the US and China will continue to extend previously suspended tariffs for 90 days [10] Sector Insights - The low-altitude economy is set to develop significantly, with Shenzhen planning to establish a comprehensive low-altitude infrastructure by 2026, aiming for a market value exceeding 130 billion yuan [12] - The AI sector is expected to see growth driven by advancements in general and vertical large models, with a focus on enhancing application scenarios [13] - The brain-computer interface market is projected to reach $40 billion by 2030 and $145 billion by 2040, driven by policy support and technological advancements [15] Corporate Announcements - Huayuan Technology plans to invest 600 million yuan in a new production base for high-speed optical modules [18] - Ankai Microelectronics has released a low-power lock control SoC chip [18] - Sanhe Pharmaceutical has signed an investment agreement for a high-end auxiliary material manufacturing base with a total investment of 1.05 billion yuan [18] - Jiexin Technology expects a net profit of 1.7 billion to 1.96 billion yuan for the first half of the year, representing a year-on-year increase of 38.65% to 59.85% [19]

Market Overview - The A-share market showed mixed performance with the Shanghai Composite Index rising by 0.17%, while the Shenzhen Component Index and the ChiNext Index fell by 0.77% and 1.62% respectively, with a total trading volume of 1,843.965 billion yuan [2][7] - In the Shenwan industry classification, steel, oil and petrochemicals, and media sectors led the gains, while electric equipment, computers, and automobiles lagged behind [2][7] - The Hang Seng Index in Hong Kong decreased by 1.36%, and the Hang Seng Technology Index fell by 2.72% [2][7] - In the U.S. market, the Dow Jones Industrial Average fell by 0.38%, the S&P 500 decreased by 0.12%, while the Nasdaq rose by 0.15% [2][7] Important News - The Central Committee of the Communist Party of China decided to hold the Fourth Plenary Session of the 20th Central Committee in October 2025, focusing on the formulation of the 15th Five-Year Plan for national economic and social development [3][8] - The Federal Reserve maintained the federal funds rate target range at 4.25% to 4.5%, indicating that it is too early to predict a rate cut in September due to uncertainties surrounding tariffs and inflation [3][8] Industry Performance Light Industry - The light industry sector's performance in the first half of 2025 was lackluster, with a pre-profit rate of 46%. As of July 28, 2025, 165 A-share companies in this sector had a disclosure rate of 33% [9] - 17% of light industry companies reported losses for the first half of 2025, with 37% of companies experiencing continuous losses [9] Paper Industry - The paper sector showed a higher pre-profit rate of 67%, while the packaging and printing sector's loss ratio decreased [10][11] - The paper industry is expected to benefit from the "anti-involution" initiative, which aims to eliminate backward production capacity and restore profitability [11] Textile and Apparel - The textile and apparel sector had a pre-profit rate of 51% for the first half of 2025, with 43 out of 107 A-share companies disclosing their performance [13][14] - The proportion of companies reporting losses increased from 28% to 35%, while the percentage of companies with profit growth decreased from 28% to 23% [13][14] Agriculture, Forestry, Animal Husbandry, and Fishery - The agriculture sector showed an overall positive trend with a pre-profit rate of 69%, and the proportion of companies reporting profit growth increased significantly [17][18] - The animal husbandry and animal health sectors performed particularly well, with a notable reduction in the number of companies reporting continuous losses [17][18] Inverter Exports - In June 2025, China's inverter exports amounted to 6.576 billion yuan, showing a month-on-month increase of 10.23% and a year-on-year increase of 0.92% [19][21] - The Asian market maintained high growth, particularly in the Middle East, while the North American market showed signs of recovery [19][21][22] Investment Recommendations - The report suggests focusing on companies in the paper industry that can benefit from the "anti-involution" policy and have cost advantages [11] - In the textile sector, attention is drawn to companies with strong brand power and those likely to benefit from improved consumer demand [15] - The agriculture sector's leading companies, particularly in animal husbandry, are recommended for investment due to their improved profitability outlook [17]

智通财经APP获悉，万联证券发布研报称，长期来看，全球可再生能源装机快速增长，电网不稳定性增 加，储能需求有望持续提升。分地区来看：(1)欧洲户储库存影响减弱，大储装机规模增长提速，接替 户储增量，整体市场有望逐步回暖;(2)美国大储装机需求较大，储能项目并网有望加速，带动市场规模 增长，当前美国关税影响有所减弱，出口有望保持增势;(3)新兴市场增长较快，印度、巴基斯坦、巴 西、尼日利亚等国家户储空间广阔，有望为储能需求增长持续提供新动能;(4)中东可再生能源投资增 长，储能项目投建加速，沙特、阿联酋的大储装机有望保持稳定增长。建议关注海外布局完善、市场地 位领先的龙头个股。 万联证券主要观点如下： 2025年6月逆变器出口金额环比回升 2025年6月，我国逆变器出口金额为65.76亿元，环比增长10.23%，同比增长0.92%，环比明显回升，同 比保持稳定。累计出口金额来看，2025年1-6月，我国逆变器累计出口金额为304.66亿元，同比增长 7.13%，市场表现稳定。 分地区来看 亚洲：中东大储放量，印巴户储有所回落。2025年6月，我国对亚洲地区逆变器出口金额为26.62亿元， 环比增长17.61%， ...

Investment Rating - The industry is rated as "Outperforming the Market" with an expected relative increase of over 10% compared to the broader market in the next six months [42]. Core Insights - In June 2025, China's inverter export value reached 6.576 billion yuan, showing a month-on-month increase of 10.23% and a year-on-year increase of 0.92%, indicating a significant month-on-month recovery while maintaining stability year-on-year [2][15]. - Cumulatively, from January to June 2025, the total inverter export value was 30.466 billion yuan, reflecting a year-on-year growth of 7.13%, demonstrating a stable market performance [2][15]. - The Asian market is experiencing high growth, particularly due to the release of large storage projects in the Middle East, with exports to Saudi Arabia reaching a record high [3][16]. - The European market shows stable performance, with the UK achieving significant year-on-year growth, while exports to Germany and Poland have seen fluctuations [4][22]. - The North American market has rebounded significantly, with exports increasing by 39.51% month-on-month and 9.55% year-on-year, driven by stabilizing tariff policies [9][28]. - The African market continues to grow, primarily supported by performance outside South Africa and Nigeria, despite some regional declines [10][29]. Summary by Region Asia - In June 2025, exports to Asia amounted to 2.662 billion yuan, with a month-on-month increase of 17.61% and a year-on-year increase of 9.55% [3][16]. - Notable growth was observed in exports to Saudi Arabia (+76.09%) and the UAE (+14.67%), while exports to India and Pakistan saw declines [3][16]. Europe - Exports to Europe totaled 2.447 billion yuan in June 2025, with a month-on-month increase of 1.79% but a year-on-year decrease of 0.76% [4][22]. - The UK market showed strong growth (+30.60%), while exports to Poland experienced a significant decline (-59.86%) [4][22]. North America - Exports to North America reached 221 million yuan, with a month-on-month increase of 39.51% and a year-on-year increase of 9.55% [9][28]. - Exports to the US specifically were 203 million yuan, reflecting a month-on-month increase of 55.88% and a year-on-year increase of 16.77% [9][28]. Africa - Exports to Africa were 414 million yuan, with a month-on-month increase of 0.51% and a year-on-year increase of 15.31% [10][29]. - The South African market is experiencing a decline, while other regions in Africa are performing well [10][29]. Export Performance by Province - In June 2025, Guangdong's exports were 2.418 billion yuan, showing a month-on-month increase of 5.29% and a year-on-year increase of 1.14% [11][34]. - Jiangsu's exports reached a record high with a month-on-month increase of 59.08% [11][34].