Core Viewpoint - The potential merger between CICC and Galaxy Securities has sparked significant interest in the industry, with both companies' A-share prices hitting the daily limit up following the news [2][4]. Group 1: Merger Background - Both CICC and Galaxy Securities are controlled by Central Huijin, indicating a strong connection between the two firms [2]. - The appointment of former Galaxy Securities Chairman Chen Liang as the head of CICC and the promotion of Wang Sheng, who has a strong background at CICC, to Chairman of Galaxy Securities are seen as signals of a possible merger [2]. - If the merger proceeds, CICC may focus on strengthening its investment banking business while transferring its brokerage and wealth management operations to Galaxy Securities, which has a traditional advantage in brokerage services [2][12]. Group 2: Business Synergies - The merger aims to achieve synergies, with the potential for combined operations to exceed the sum of their parts, achieving a "1+1>2" effect [7][8]. - CICC has a strong reputation in investment banking, consistently ranking among the top firms in A-share underwriting and leading among Chinese brokers in Hong Kong [10]. - Galaxy Securities has expanded its presence in Southeast Asia through acquisitions, establishing a significant foothold in countries like Singapore, Malaysia, Indonesia, and Thailand, which could complement CICC's existing international operations [11][12]. Group 3: Wealth Management Opportunities - CICC's wealth management division, CICC Wealth, has been recognized for its transformation and industry leadership, while Galaxy Securities has a strong traditional brokerage business [14][15]. - The combination of Galaxy's brokerage strengths and CICC's wealth management capabilities is expected to create new business opportunities and enhance overall performance [15]. Group 4: Competitive Landscape - The merger rumors have raised concerns about the competitive dynamics among leading brokerages, particularly with the ongoing merger between Guotai Junan and Haitong Securities [16]. - If the merger between CICC and Galaxy Securities is realized, their combined total assets would reach approximately 1,365.41 billion yuan, positioning them closely behind the merged entity of Guotai Junan and Haitong Securities and just behind CITIC Securities [17]. - The potential merger could pressure CITIC Securities' position as the leading brokerage, prompting speculation about further consolidations in the industry [17].

民生证券股份有限公司 关于《关于宁波精达成形装备股份有限公司发行股份及 支付现金购买资产并募集配套资金暨关联交易申请的审 核问询函之回复报告》 之专项核查意见 独立财务顾问 签署日期：二零二五年二月 上海证券交易所： 按照贵所下发的《关于宁波精达成形装备股份有限公司发行股份及支付现金 购买资产并募集配套资金暨关联交易申请的审核问询函》（上证上审（并购重组） 〔2025〕3 号）（以下简称"问询函"）的要求，民生证券股份有限公司（以下 简称"民生证券"、"独立财务顾问"）作为宁波精达成形装备股份有限公司（以 下简称"公司"、"上市公司"或"宁波精达"）的独立财务顾问，就问询函所 列问题逐项进行了认真核查与落实，现就相关问题作出书面回复如下。 除非文义另有所指，本核查意见所述的简称或名词的释义与重组报告书中的 "释义"具有相同涵义。本核查意见部分表格中单项数据加总数与表格合计数可 能存在微小差异，均因计算过程中的四舍五入所形成。本回复的字体代表以下含 义： | 问询函所列问题 | 黑体（加粗） | | --- | --- | | 对问询函的回复 | 宋体 | | 对重组报告书的补充披露、修改及本回复修改 | 楷体 ...

Financial Data and Key Metrics Changes - The company reported second quarter sales of $89.3 million, reflecting a 23.2% year-over-year increase [4] - Net income attributable to the company was $900,000 or $0.07 per diluted share, compared to a net loss of $900,000 or $0.07 per diluted share in the same quarter of the previous year [13] - Gross profit margin decreased to 24.1% from 28.3% in the prior year, with gross profit increasing by 5% to $21.7 million [14][16] Business Line Data and Key Metrics Changes - Marine and Propulsion segment sales grew 23.9% year-over-year, driven by strong demand for Veth products [5][6] - Land Based Transmission sales increased by 19.8% year-over-year, supported by strong demand in the airport rescue and firefighting transmission business [8] - The Industrial segment saw a significant growth of 44.8% year-over-year, aided by the addition of Casa and a rebound in Lufkin orders [9][10] Market Data and Key Metrics Changes - The company experienced a decline in Oil and Gas exports, down about 24% year-over-year, accounting for a little under 8% of revenue for the quarter [24] - Sales in Europe increased due to the acquisition of Casa, while North American markets benefited from strength in Veth projects [15] Company Strategy and Development Direction - The company is focused on capitalizing on cross-selling opportunities, optimizing shared cost efficiencies, and maintaining strong execution [5] - The integration of Casa is expected to enhance engineering capabilities and market reach, particularly in Europe and North America [11] - The company aims to balance disciplined external investments with internal initiatives to ensure sustained growth and shareholder value creation [18] Management's Comments on Operating Environment and Future Outlook - Management noted a healthy backlog across all end markets and expressed optimism about the continued stabilization of the industrial business [5][10] - The company is committed to disciplined inventory management and optimizing costs to enhance profitability [17] - Management highlighted a renewed level of activity in the Oil and Gas market, although it is still early to draw definitive conclusions [27] Other Important Information - The company reported a cash balance of $15.9 million, which is 20.4% lower than the prior year [16] - Operating cash generation was strong at $4.3 million for the quarter, with EBITDA increasing to $6.3 million, up 13.5% year-over-year [16] Q&A Session Summary Question: Can you quantify how much your Oil and Gas business is this quarter? - The Oil and Gas business accounted for a little under 8% of revenue for the quarter and was down about 24% year-over-year [24] Question: Is the quoting activity primarily from North America or Asia? - Quoting activity is from both North America and Asia, as well as some South American activity [25] Question: Are you seeing a renewed level of activity in the Oil and Gas market? - There has been an increased level of activity and some new potential projects, indicating a renewed level of activity in that market [27] Question: What is your CapEx outlook for the year? - The company is targeting a CapEx range of $12 million to $14 million for the second half of the year [29] Question: Are you still targeting to convert 60% of your EBITDA to free cash flow? - The company aims to convert 60% of EBITDA to free cash flow, with Q2 showing a bounce back in free cash flow above $6.4 million [28] Question: Is there anything new being commercialized this year that will contribute to growth? - The focus remains on the hybrid electric market, with ongoing development and increasing traction, but no specific new products were ready to be discussed [31] Question: Any updates on the electric frac fleet pilot? - The electric frac fleet pilot is stable and ongoing, with no significant news to report for the quarter [34]