一、请说明备案材料对控股股东认定结果不一致的原因及认定标准，并就控股股东的认定情况出具明确 结论性意见。 二、请说明控股股东持有你公司的股份存在质押的具体情况，及其对你公司及下属公司控制权和正常业 务开展的影响，是否构成《境内企业境外发行证券和上市管理试行办法》第八条规定的不得境外上市情 形。 智通财经APP获悉，9月26日，中国证监会发布《境外发行上市备案补充材料要求(2025年9月19日— 2025年9月25日)》，证监会国际司共对5家企业出具补充材料要求。在公示中，证监会要求卧龙电驱 (600580.SH)补充说明备案材料对控股股东认定结果不一致的原因、主管部门的实际日常监管情况等事 项。据港交所8月13日披露，卧龙电气驱动集团股份有限公司(简称：卧龙电驱)向港交所主板递交上市 申请，中金公司、华泰国际、广发证券(香港)为其联席保荐人。 中国证监会请卧龙电驱补充说明以下事项，请律师核查并出具明确的法律意见： 四、请说明(1)你公司下属公司经营范围包含房地产开发销售的具体情况，是否实际开展相关业务及未 来业务计划，是否已取得必要的资质许可；(2)本次发行上市后，浙江舜云穿透后的具体外资占比，你 公司及下属 ...

Group 1 - The China Securities Regulatory Commission (CSRC) issued supplementary material requirements for five companies, including Wolong Electric Drive, regarding their overseas listing applications [1] - Wolong Electric Drive is required to clarify inconsistencies in the identification of its controlling shareholder and provide legal opinions on the matter [1] - The company must disclose specific details about the pledge of shares held by its controlling shareholder and its impact on control and business operations [1] Group 2 - Wolong Electric Drive specializes in electric drive system solutions, focusing on research, production, sales, and services across five core areas [2] - According to Frost & Sullivan, Wolong Electric Drive ranks first in the global explosion-proof electric drive system solutions market with a market share of approximately 4.5% [2] - The company ranks fourth in the global industrial electric drive system solutions market with a market share of about 2.8% and fifth in the HVAC electric drive system solutions market with a market share of around 2.0% [2]

Group 1: Company Overview - Wolong Electric Drive Group Co., Ltd. has submitted an application to list on the Hong Kong Stock Exchange, with CICC, Huatai International, and GF Securities (Hong Kong) as joint sponsors [1] - As of June 30, 2023, Wolong Electric Drive reported revenue exceeding 8 billion yuan for the first half of the year [1] - According to Frost & Sullivan, Wolong Electric Drive ranks first in the global explosion-proof electric drive system solutions market with a market share of approximately 4.5% [1] Group 2: Market Trends - The Hong Kong stock market has seen a significant increase in equity financing, reaching approximately 287.98 billion HKD in 2023, a year-on-year increase of 350.56% [3] - The surge in capital has led to a focus on technology sectors such as artificial intelligence, robotics, new energy, and advanced manufacturing, with many core enterprises in these industries filing for IPOs [3][8] - Over 40 companies have successfully completed IPOs on the Hong Kong main board in the first half of 2023, with total IPO proceeds exceeding 106.7 billion HKD, a substantial increase of 688.56% compared to the same period last year [16] Group 3: Industry Dynamics - The Hong Kong Stock Exchange has optimized its rules to lower the listing threshold for technology companies, allowing unprofitable tech firms to be valued based on their technological potential [17] - The trend of "liquidity migration" is observed as companies move from the A-share market to Hong Kong due to tighter IPO regulations in China and more favorable conditions in Hong Kong [18] - Hong Kong serves as a global financial hub, providing companies with funding and brand endorsement for cross-border expansion, aligning with the trend of globalization in the industry [19]

Core Viewpoint - Several A-share companies have announced plans to list in Hong Kong, indicating a strong trend towards dual listings in the market [1][2]. Group 1: Company Overview - Wolong Electric Drive Group Co., Ltd. (Wolong Electric Drive) submitted its prospectus to the Hong Kong Stock Exchange on August 13, seeking a dual listing [1]. - The company was founded in 1984, initially focusing on electric motor solutions, and has since expanded its business to include robotics and low-altitude applications [4][6]. - The controlling shareholders of Wolong Electric Drive hold approximately 38.84% of the company's issued share capital, with founder Chen Jiancheng and his daughter Chen Yanni being key figures [5]. Group 2: Financial Performance - Wolong Electric Drive's revenue for 2022, 2023, 2024, and the first half of 2025 was reported as 14.27 billion, 15.57 billion, 16.25 billion, and 8.03 billion RMB respectively, with net profits of 839 million, 553 million, 832 million, and 548 million RMB [11][12]. - The company's net profit significantly declined in 2023, primarily due to other losses amounting to 269 million RMB, which included investment income and asset impairment losses [12]. - The company's gross profit margin remained relatively stable, with figures of 23.9%, 23.9%, 23.2%, and 24.6% for the respective years [11]. Group 3: Business Segments - Wolong Electric Drive operates across five main business segments: explosion-proof electric drive systems, industrial electric drive systems, HVAC electric drive systems, new energy transportation electric drive systems, and robotics components and systems [6][11]. - The revenue contribution from the core segments in the first half of 2025 was 30.6% from explosion-proof systems, 26.4% from industrial systems, and 32.1% from HVAC systems, while new energy and robotics segments contributed 2.6% and 2.7% respectively [11][14]. Group 4: Market Position and Competition - Wolong Electric Drive ranks first in the global explosion-proof electric drive systems market with a market share of approximately 4.5%, and fourth in the industrial electric drive systems market with a share of about 2.8% [26]. - The company faces competition from both domestic players like Dayang Electric and international firms such as Siemens and ABB [26]. - The global electric drive systems market is projected to grow from 674 billion RMB in 2020 to 1.34 trillion RMB by 2029, with a compound annual growth rate (CAGR) of 8.1% [23].

Core Viewpoint - Several A-share companies have announced plans to list in Hong Kong, indicating a strong trend towards dual listings in the market [1][2]. Group 1: Company Overview - Wolong Electric Drive Group Co., Ltd. (Wolong Drive) submitted its prospectus to the Hong Kong Stock Exchange on August 13, seeking a dual listing [1]. - The company has experienced significant stock price increases, with a 40% rise over five trading days following its application [1]. - As of August 19, Wolong Drive's A-share market capitalization was approximately 53 billion RMB [1]. Group 2: Business Background - Wolong Drive's business dates back to 1984, initially focusing on electric motor solutions [5][6]. - The company was established as Zhejiang Wolong in 1995 and went public on the Shanghai Stock Exchange in 2002 [6]. - The controlling shareholders, including founder Chen Jiancheng and his daughter Chen Yanni, hold approximately 38.84% of the company's issued share capital [6]. Group 3: Financial Performance - Wolong Drive's revenue for 2022, 2023, 2024, and the first half of 2025 was 14.27 billion RMB, 15.57 billion RMB, 16.25 billion RMB, and 8.03 billion RMB, respectively [11]. - The net profit figures for the same periods were 839 million RMB, 553 million RMB, 832 million RMB, and 548 million RMB, with a gross margin of 23.9%, 23.9%, 23.2%, and 24.6% [11][12]. - The company faced a significant drop in net profit in 2023 due to losses from investments and asset impairments totaling 269 million RMB [12]. Group 4: Business Segments - Wolong Drive operates in five main business segments: explosion-proof electric drive systems, industrial electric drive systems, HVAC electric drive systems, new energy transportation electric drive systems, and robotics components [10][14]. - The revenue distribution for the first half of 2025 was 30.6% from explosion-proof systems, 26.4% from industrial systems, and 32.1% from HVAC systems, while new energy and robotics accounted for 2.6% and 2.7%, respectively [14]. Group 5: Market Position and Competition - Wolong Drive ranks first in the global explosion-proof electric drive systems market with a market share of approximately 4.5% [29]. - The company is fourth in the global industrial electric drive systems market (2.8% market share) and fifth in the HVAC segment (2.0% market share) [29]. - Major competitors include domestic firms like Dayang Electric and international players such as Siemens and ABB [29]. Group 6: Research and Development - The company has invested in R&D, with expenditures of 817 million RMB, 858 million RMB, 872 million RMB, and 426 million RMB over the respective periods, representing around 5.7% to 5.3% of total revenue [16]. - Wolong Drive employs over 1,800 R&D personnel globally and generated 40.2% of its revenue from international markets in the first half of 2025 [16].

Core Viewpoint - Wolong Electric Drive has submitted an application for H-share listing on the Hong Kong Stock Exchange, focusing on electric drive system products and solutions [1] Group 1: Business Overview - The company specializes in five core areas: explosion-proof electric drive systems, industrial electric drive systems, HVAC electric drive systems, new energy transportation electric drive systems, and robotic components and systems [1] - According to Frost & Sullivan, Wolong Electric Drive ranks first in the global explosion-proof electric drive system market with a market share of approximately 4.5%, fourth in the industrial electric drive system market with a market share of about 2.8%, and fifth in the HVAC electric drive system market with a market share of around 2% [2] Group 2: Financial Performance - The company's revenue for 2022, 2023, 2024, and the first half of 2025 is projected to be 14.266 billion, 15.567 billion, 16.247 billion, and 8.031 billion yuan respectively, with net profits of approximately 839 million, 553 million, 832 million, and 548 million yuan [2] - Research and development expenditures for the same periods are estimated to be around 819 million, 858 million, 872 million, and 426 million yuan [3] Group 3: Market Growth Potential - The global electric drive system solutions market is expected to grow from 674 billion yuan in 2020 to 1,338.1 billion yuan by 2029, with a compound annual growth rate (CAGR) of 7.7% from 2020 to 2024 and 8.1% from 2024 to 2029 [4] - The market for new energy transportation and robotic electric drive system solutions is experiencing rapid growth, driven by increasing demands for energy efficiency, intelligent motion control, and low-emission transportation [4]

Group 1: Company Overview - Wolong Electric Drive Group Co., Ltd. has submitted an application to list on the Hong Kong Stock Exchange, with CICC, Huatai International, and GF Securities (Hong Kong) as joint sponsors [1] - As of June 30, 2023, Wolong Electric Drive reported revenue exceeding 8 billion yuan for the first half of the year [1] - According to Frost & Sullivan, Wolong Electric Drive ranks first in the global explosion-proof electric drive system solutions market with a market share of approximately 4.5% [1] Group 2: Market Trends - The Hong Kong stock market has seen a significant increase in equity financing, reaching approximately 287.98 billion HKD in 2023, a year-on-year increase of 350.56% [3] - The surge in capital has led to a focus on technology sectors such as artificial intelligence, robotics, new energy, and advanced manufacturing, with many core enterprises in these industries filing for IPOs [3][8] - Over 40 companies have successfully completed IPOs on the Hong Kong main board this year, with total fundraising exceeding 106.7 billion HKD, a 688.56% increase compared to the same period last year [16] Group 3: Competitive Landscape - Companies like Yujiang Robotics and Jizhijia have successfully listed on the Hong Kong Stock Exchange, indicating a trend of robotics and automation firms seeking capital [5][6] - Yujiang Robotics is recognized as the leading collaborative robot company in China by shipment volume and ranks among the top two globally [5] - Jizhijia has established itself as the largest AMR warehouse robot solution provider globally, with a significant increase in gross profit from 80 million yuan to 840 million yuan from 2021 to 2024 [6] Group 4: IPO Activity - Several companies, including XianGong Intelligent and Zhaowei Electromechanical, have submitted IPO applications, reflecting the ongoing trend of industrial automation and robotics firms seeking to go public [9][10] - Estun, a major player in the industrial robotics sector, plans to use funds raised from its IPO for global capacity expansion and R&D investments [11] - Yifei Intelligent has faced consecutive losses over the past three years, indicating challenges in the competitive landscape despite its focus on industrial robotics [12] Group 5: Strategic Considerations - The Hong Kong Stock Exchange has optimized its rules to lower the listing threshold for technology companies, benefiting firms with high R&D investments [17] - The trend of liquidity migration from A-shares to Hong Kong is driven by the favorable listing environment and high valuations in the Hong Kong market [18] - Hong Kong serves as a crucial platform for companies looking to expand globally, providing access to capital and enhancing international visibility [19]

Group 1 - The company, Wolong Electric Drive, submitted its listing application to the Hong Kong Stock Exchange on August 13, seeking to be listed on the main board, with CICC, Huatai International, and GF Securities (Hong Kong) as joint sponsors [1] - The board of directors approved the relevant proposal on July 21, indicating a swift progression towards the IPO within less than a month [1] Group 2 - A notable characteristic of the company's business model is the overlap between its top five customers and suppliers, with key customers also serving as suppliers, indicating a dual role in the supply chain [3] - Major customers A and B are leading companies in the home appliance sector, providing essential materials such as silicon steel and electromagnetic wire, which highlights the long-term cooperative foundation established by the company [3] Group 3 - The company employs a combined direct sales and distribution model, with 91.3% of revenue generated from direct sales in the first half of 2025, while the distribution model accounts for only 8.7% [4] - Despite the low revenue contribution from the distribution model, the company has built a large network of 143 distributors, reflecting a unique sales strategy aimed at expanding market coverage [4] - The growth of the distributor network indicates the company's efforts to better serve diverse customer groups, even though the revenue from this channel remains limited [4]

Core Viewpoint - Wolong Electric Drive Group Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, aiming to capitalize on the growing demand for electric drive system solutions globally [3]. Company Overview - Wolong Electric Drive specializes in the research, production, sales, and service of electric drive system solutions, focusing on five core segments: explosion-proof electric drive systems, industrial electric drive systems, HVAC electric drive systems, new energy transportation electric drive systems, and robotic components and systems [3][4]. - According to Frost & Sullivan, Wolong Electric Drive ranks first in the global explosion-proof electric drive system market with a market share of approximately 4.5%, fourth in the industrial electric drive system market with a share of about 2.8%, and fifth in the HVAC electric drive system market with a share of around 2.0% [3]. Market Growth Projections - The global electric drive system solutions market is expected to grow from RMB 674 billion in 2020 to RMB 1,338 billion by 2029, with a compound annual growth rate (CAGR) of 7.7% from 2020 to 2024 and 8.1% from 2024 to 2029 [4]. - The market segments of explosion-proof, industrial, and HVAC electric drive systems are considered mature and are projected to grow steadily, while new energy transportation and robotic electric drive systems are experiencing rapid growth [4]. Segment-Specific Growth Rates - Explosion-proof electric drive systems are projected to grow from RMB 104.3 billion in 2024 to RMB 123.9 billion by 2029, with a CAGR of 3.5% [8]. - Industrial electric drive systems are expected to increase from RMB 145.7 billion in 2024 to RMB 186.4 billion by 2029, with a CAGR of 5.1% [8]. - HVAC electric drive systems are forecasted to grow from RMB 232.7 billion in 2024 to RMB 313.0 billion by 2029, with a CAGR of 6.1% [8]. - New energy transportation electric drive systems are anticipated to rise from RMB 120.1 billion in 2024 to RMB 256.8 billion by 2029, with a CAGR of 16.4% [8]. - Robotic electric drive systems are projected to grow from RMB 153.8 billion in 2024 to RMB 254.3 billion by 2029, with a CAGR of 10.6% [9].

Core Viewpoint - Wolong Electric Drive has submitted a listing application to the Hong Kong Stock Exchange, with CICC, Huatai International, and GF Securities (Hong Kong) as joint sponsors [1] Company Overview - The company is a global leader in electric drive system solutions, focusing on five core business areas: research and development, production, sales, and services [1] - Wolong Electric Drive has over 40 years of experience in the electric drive system field, driven by technological innovation and digital empowerment, and is actively expanding into electric aviation and embodied intelligence [1] Market Position - According to Frost & Sullivan, Wolong Electric Drive ranks first in the global explosion-proof electric drive system solutions market with a market share of 4.5% based on 2024 revenue [1] - The company ranks fourth in the global industrial electric drive system solutions market with a market share of 2.8% [1] - In the global HVAC electric drive system solutions market, the company ranks fifth with a market share of 2.0% [1]