关于深圳麦格米特电气股份有限公司 申请申请向特定对象发行股票审核问询函 有关财务问题回复的专项说明 中国杭州市钱江新城新业路 8 号 UDC 时代大厦 A 座 5-8 层、12 层、23 层 www.zhcpa.cn Floors5-8,12and23,Block A,UDC Times Building,No.8 Xinye Road，Qianjiang New City,Hangzhou Tel.0571-88879999 Fax.0571-88879000 关于深圳麦格米特电气股份有限公司 申请向特定对象发行股票审核问询函 有关财务问题回复的专项说明 中汇会专[2025]10598 号 深圳证券交易所： 根据贵所 2025 年 8 月 6 日出具的《关于深圳麦格米特电气股份有限公司申 请向特定对象发行股票的审核问询函》（审核函〔2025〕120028 号） （以下简 称"问询函"）的要求，我们作为深圳麦格米特电气股份有限公司（以下简称"公 司""麦格米特"或"发行人"） 申请向特定对象发行股票的申报会计师，对 问询函有关财务问题进行了认真分析，并补充实施了核查程序。现就问询函有关 财务问题回复如下： 如 ...

深圳麦格米特电气股份有限公司 Shenzhen Megmeet Electrical Co., Ltd. （住所：深圳市南山区高新区北区朗山路 13 号 清华紫光科技园 5 层 A、B、C501-503、D、E） 及 国金证券股份有限公司 关于深圳麦格米特电气股份有限公司 申请向特定对象发行股票 的审核问询函的回复 保荐人（主承销商） （四川省成都市东城根上街 95 号） 深圳证券交易所： 贵所于 2025 年 8 月 6 日出具的《关于深圳麦格米特电气股份有限公司申请 （审核函〔2025〕120028 号，以下简称"《审 向特定对象发行股票的审核问询函》 核问询函》"）已收悉，国金证券股份有限公司作为保荐人和主承销商，与发行 人、发行人律师及申报会计师对《审核问询函》所列问题认真进行了逐项落实， 同时按照《审核问询函》的要求对《深圳麦格米特电气股份有限公司 2025 年度 向特定对象发行股票募集说明书（申报稿）》（以下简称"募集说明书"）进行 了修订，现回复如下，请予审核。 如无特别说明，本回复报告中的简称或名词释义与募集说明书一致。 本问询函回复中的字体： 审核问询函所列问题 黑体（不加粗） 审核问询函所 ...

北京市嘉源律师事务所 关于深圳麦格米特电气股份有限公司 补充法律意见书（一） （豁免版） 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI'AN 致：深圳麦格米特电气股份有限公司 北京市嘉源律师事务所 关于深圳麦格米特电气股份有限公司 补充法律意见书（一） （豁免版） 嘉源（2025）-01-411 敬启者： 根据发行人与本所签订的《专项法律顾问协议》，本所担任发行人本次发行 的专项法律顾问，并获授权为本次发行出具律师工作报告及法律意见书。 本所已于 2025 年 7 月 3 日就发行人本次发行出具了嘉源（2025）-01-312 号《北京市嘉源律师事务所关于深圳麦格米特电气股份有限公司 2025 年度向特 定对象发行股票的律师工作报告》、嘉源（2025）-01-313 号《北京市嘉源律师 事务所关于深圳麦格米特电气股份有限公司 2025 年度向特定对象发行股票的法 律意见书》（以下合称"原法律意见书"）。 〔2025〕120028 号《关于深圳麦格米特电气股份有限公司 ...

Core Insights - Honeywell International Inc. reported second-quarter 2025 adjusted earnings of $2.75 per share, exceeding the Zacks Consensus Estimate of $2.64, marking a 10% year-over-year increase on an adjusted basis [1][10] - Total revenues reached $10.35 billion, surpassing the consensus estimate of $10.02 billion, with an 8% increase from the previous year, driven by the Aerospace Technologies segment [2][10] Financial Performance - Aerospace Technologies segment revenues were $4.31 billion, up 11% year over year, with organic sales increasing 6% due to growth in commercial aftermarket and defense markets [3] - Industrial Automation revenues declined 5% year over year to $2.38 billion, with organic sales remaining flat, primarily due to weakness in warehouse solutions [4] - Building Automation revenues increased 16% year over year to $1.83 billion, with organic sales up 8%, driven by strong performance in building solutions [5] - Energy and Sustainability Solutions revenues rose 15% to $1.84 billion, with organic sales increasing 6%, although offset by weakness in the fluorine products business [6] Costs and Margins - Total cost of sales was approximately $6.33 billion, an 8.1% increase year over year, while selling, general, and administrative expenses rose 4.9% to $1.43 billion [7] - Operating income was $2.11 billion, reflecting a 7% year-over-year increase, with an operating income margin of 20.4% compared to 20.7% in the previous year [7] Balance Sheet and Cash Flow - As of the end of Q2 2025, Honeywell had cash and cash equivalents of $10.3 billion, down from $10.6 billion at the end of 2024, with long-term debt increasing to $30.2 billion [8] - The company generated net cash of $1.3 billion from operating activities, slightly down from $1.4 billion in the prior year [8] - Free cash flow for the quarter was $1 billion, representing an 8.6% decrease from the previous year [9] 2025 Guidance - Honeywell raised its 2025 sales guidance to a range of $40.8-$41.3 billion, up from the previous estimate of $39.6-$40.5 billion, with organic sales growth now expected to be between 4-5% [11] - The company anticipates a segment margin of 23.0-23.2% and adjusted EPS between $10.45 and $10.65, indicating a year-over-year increase of 6-8% [12]

Company Overview - Shenzhen Magmeter Electric Co., Ltd. was established on September 9, 2010, based on Shenzhen Magmeter Electric Technology Co., Ltd. [1] - The company is registered in Nanshan District, Shenzhen, with a registered capital of RMB 545.625 million and a total share capital of 545.625 million shares, each with a par value of RMB 1 [1]. - The company completed its initial public offering of 44.5 million shares in February 2017, increasing its total share capital to 177.725 million shares [1]. Share Capital Changes - In September 2017, the company implemented a restricted stock incentive plan, increasing its share capital by 2.941 million shares, bringing the total to 180.666 million shares [2]. - In September 2018, the company issued 41.972884 million shares, raising the total share capital to 312.972104 million shares [3]. - By November 2022, the company had completed a series of capital adjustments, resulting in a total share capital of 497.571674 million shares by the end of 2023 [4]. Corporate Structure - The company has established a governance structure that includes a shareholders' meeting, board of directors, supervisory board, and management team, along with several specialized committees [5]. - The main business scope includes research, development, design, production, and sales of electrical and electronic products, as well as providing necessary engineering services and technical consulting [5]. Financial Reporting - The financial statements are prepared based on the going concern assumption and comply with the relevant accounting standards and regulations [6][7]. - The company has established specific accounting policies and estimates for revenue recognition, financial instrument impairment, fixed asset depreciation, and other financial matters [7]. Accounting Policies - The company follows the enterprise accounting standards for the preparation of financial statements, ensuring that they reflect the true financial position and performance [7]. - The accounting period is from January 1 to December 31, and the company uses RMB as its functional currency for domestic operations [7]. Financial Instruments - Financial instruments are classified into categories based on the company's business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [20][23]. - The company recognizes financial assets and liabilities at fair value upon initial recognition, with subsequent measurement based on their classification [20][24].

Core Viewpoint - The article highlights the importance of Chinese listed companies engaging with international investors as a significant step in the opening of China's capital market, showcasing the investment value of companies in the Shenzhen Stock Exchange during an event in Singapore [1][2]. Group 1: International Engagement - The event in Singapore, organized by the Shenzhen Stock Exchange, featured companies like Mindray Medical, Inovance Technology, and others, emphasizing the achievements in China's new productive forces and the investment potential of these companies [1]. - International investors expressed a strong belief in the strategic significance and vast development opportunities of investing in the Chinese market, particularly in the context of increasing geopolitical uncertainties and tariff disputes [2]. Group 2: Globalization Progress - Shenzhen-listed companies are actively expanding their global presence by establishing sales offices and distribution channels, enhancing their roles in global competition [4]. - Companies like Megmeet, Teradyne, and Inovance Technology shared their successful experiences in overseas market expansion through localized operations and technological innovations, which have improved their global supply chain resilience [4]. Group 3: ESG and Carbon Reduction - A-share companies have made significant contributions to global carbon reduction through green technology innovations and sustainable development initiatives, showcasing strong competitiveness [6]. - Companies such as Mindray Medical and Inovance Technology have gained international recognition for their leading ESG management and carbon reduction technologies, with foreign investors particularly interested in their innovations in the renewable energy and environmental protection sectors [7][8]. Group 4: R&D Investment and Technological Barriers - High R&D investment has been a core driver for Chinese companies to overcome global competition barriers, with Shenzhen-listed companies projected to invest over 760 billion yuan in R&D in 2024 [10]. - The total number of effective patents held by Shenzhen-listed companies exceeds 10,000, with notable achievements in patent applications and technology breakthroughs, positioning them favorably in the global market [10]. - Investors are keen on the high R&D investments of Shenzhen companies, believing that continuous investment and exploration of AI applications will help these companies transition from "technology followers" to "standard setters" in emerging fields [10].

Core Viewpoint - The company, 汇川技术, is a leading player in the automation equipment sector, with a current market capitalization of 177.297 billion yuan, ranking 1st in its industry and 67th in the overall A-share market. The company is actively enhancing its investor relations and market share through tailored solutions and strong communication with investors [1][2][4]. Group 1: Investor Relations Management - The company has established a comprehensive management system for investor relations, including a tiered reception mechanism and various forms of engagement to meet the needs of different types of investors [1]. - The management team, including the chairman, is actively involved in direct communication with investors, enhancing transparency and trust [1]. - The company holds three performance briefings annually and regularly convenes shareholder meetings to ensure participation from all shareholders, including minority investors [1]. Group 2: Market Share Enhancement Strategies - The company employs a "Industrial Control + Process" strategy to provide customized solutions for downstream sectors, which gives it a competitive edge over foreign brands [2]. - The cost-effectiveness and rapid response of the company's products and solutions further contribute to increasing its market share [2]. - There is a growing demand for domestic products due to the trend of localization, which supports the company's efforts to enhance its market share [2].

Core Viewpoint - The article discusses the strategic investment by Haier Group in New Times, highlighting the potential for synergy in the smart manufacturing sector and the market's mixed reactions to the company's transformation efforts [3][4][14]. Group 1: Haier's Strategic Investment - Haier Kaos acquired a 10% stake in New Times at a price of 19.61 yuan per share, representing a 93% premium over the pre-suspension price, totaling 1.3 billion yuan [4]. - Following a private placement, Haier's total investment reached 2.519 billion yuan, resulting in a controlling stake of over 40% in New Times, positioning Haier as the actual controller [4]. - The acquisition is seen as a strategic move to enhance Haier's capabilities in smart manufacturing, leveraging New Times' core technologies in motion control and industrial robotics [4]. Group 2: Market Reactions and Financial Performance - New Times' stock price surged by 90% within three months following Haier's investment, indicating positive market sentiment [7]. - However, New Times faces significant financial challenges, with cumulative losses exceeding 1.5 billion yuan from 2022 to 2024, and a net loss of 8.13 million yuan in Q1 2025 despite a 14.54% year-on-year revenue increase [7]. - The company's gross margin declined by 1.1 percentage points to 16.96%, raising concerns about its ability to improve profitability post-acquisition [7]. Group 3: Institutional Interest and Management Actions - In May 2025, New Times hosted nearly 100 institutional investors, focusing on three main areas: the progress of the Haier synergy, the development of humanoid robots, and inventory management strategies [8][9]. - The company plans to launch humanoid robots by the end of 2025 and is currently negotiating technology collaborations with several firms [8]. - On May 14, two executives announced plans to sell up to 200,000 shares, causing a temporary dip in stock prices, although the management emphasized their continued confidence in the company's future [10][14]. Group 4: Long-term Outlook - Analysts suggest that the enthusiasm from institutional investors reflects a recognition of the long-term potential in smart manufacturing, while the executives' share reduction serves as a cautionary signal regarding short-term valuation risks [13]. - The future success of New Times will depend on the realization of significant collaborative projects with Haier, which could determine the company's ability to navigate its transformation [14].

Core Viewpoint - The company reported lower-than-expected financial performance for 2024 and Q1 2025, primarily due to declining gross margins and changes in expenses and profits [1][2]. Financial Performance Summary - For 2024, the company achieved revenue of 8.172 billion yuan, a year-on-year increase of 21%, but the net profit attributable to shareholders was 436 million yuan, a decrease of 31% [1]. - In Q1 2025, revenue reached 2.316 billion yuan, reflecting a year-on-year growth of 27% and a quarter-on-quarter increase of 2%. However, the net profit attributable to shareholders was 107 million yuan, down 23% year-on-year but up 329% quarter-on-quarter [1]. - The gross margin for Q4 2024 and Q1 2025 was 23.90% and 22.95%, respectively, showing a decline of 0.65 and 2.95 percentage points year-on-year [2]. Business Segment Performance - In 2024, the smart home appliance control business generated revenue of 3.74 billion yuan, up 43% year-on-year, while the power supply business brought in 2.35 billion yuan, an 11% increase [3]. - For Q1 2025, the smart home appliance control business revenue was 1.23 billion yuan, a 32% increase year-on-year, and the power supply business revenue was 490 million yuan, up 1% [3]. - The company is expected to continue steady revenue growth as it expands its focus on key product areas and overseas markets [3]. Strategic Outlook - The company is diversifying its business and expects improved profitability as various segments scale up [2]. - The data center business is progressing steadily, with expectations for significant deliveries starting in the second half of 2025 [3]. - The company aims to leverage customer partnerships for product updates and market opportunities, building a competitive moat [4]. Profit Forecast and Valuation - The company has adjusted its gross margin assumptions and forecasts net profits of 622 million yuan, 789 million yuan, and 1.013 billion yuan for 2025, 2026, and 2027, respectively [5]. - The estimated price-to-earnings ratio for 2025 is set at 46.4 times, reflecting a 40% premium over comparable companies, with a target price of 52.91 yuan [5].

Financial Data and Key Metrics Changes - Honeywell exceeded the high end of its guidance on all metrics in the first quarter, with organic sales growth of 4% year over year [4][18] - Adjusted earnings per share (EPS) was $2.51, up 7% year over year, while earnings per share remained flat at $2.22 [20][21] - First quarter cash flow exceeded $300 million, over $100 million above the prior year, driven by better adjusted earnings [20] Business Line Data and Key Metrics Changes - Aerospace Technologies saw a 9% organic sales increase, with commercial aftermarket sales growing 15% due to robust demand [22] - Industrial Automation sales declined 2% organically, primarily due to lower demand in personal protective equipment [23] - Building Automation grew 8% organically, driven by strong demand in both Building Solutions and Building Products [25] - Energy and Sustainability Solutions sales declined 2% organically, while Advanced Materials sales decreased by 4% [26] Market Data and Key Metrics Changes - Orders for the first quarter were $10.6 billion, up 3% year over year, with a record organic backlog growth of 8% [20] - Aerospace industry demand continues to outpace supply, supporting orders growth of 9% and a book-to-bill ratio of 1.1 [22] Company Strategy and Development Direction - Honeywell is focused on separating into three standalone public companies to unlock significant value and position each for long-term growth [9][10] - The company is actively pursuing acquisitions, with the recent acquisition of Sundyne being part of its portfolio transformation strategy [12][14] - Honeywell's local for local strategy aims to mitigate the impact of tariffs and geopolitical tensions by serving local markets [15][16] Management's Comments on Operating Environment and Future Outlook - Management acknowledged increasing economic uncertainty and shifting global trade patterns but remains confident in achieving its 2025 outlook [4][5] - The company is maintaining its full-year organic growth guidance while raising its adjusted EPS guidance [5][29] - Management emphasized the importance of ongoing mitigation efforts and a strong operational framework to navigate current challenges [16][28] Other Important Information - Honeywell has repurchased approximately $3 billion of its shares in 2025, with plans to continue opportunistic buybacks [11][33] - The company expects free cash flow for the year to be between $5.4 billion and $5.8 billion, down 2% to up 5% excluding the Bombardier impact [32] Q&A Session Summary Question: Details on tariffs and offset strategies - Management confirmed that the estimated tariff impact is approximately $500 million, with strategies including pricing adjustments and productivity measures to mitigate this impact [47][48] Question: Volume assumptions and contingency - Management indicated a conservative approach to guidance, assuming a volume decline of 1% to 2% and a price increase of about 3% [60] Question: Impact of tariffs by segment - The largest tariff exposure is in Industrial Automation and Aerospace, with Building Automation being largely protected due to its local strategy [87] Question: Aerospace aftermarket performance - The commercial aftermarket grew 15%, driven by strong demand and a positive backlog, with no significant changes in pricing expectations [108][109] Question: Supply chain exposure to China - Management noted that while there is tariff pressure, they do not foresee a shortage of parts, focusing instead on demand destruction due to tariffs [102][105]