Core Viewpoint - Ningbo Jingda (603088) reported stable revenue growth in the first half of 2025, achieving operating income of 401 million yuan and a net profit of 65 million yuan, with significant progress in various fields, particularly in heat exchanger equipment and precision presses [1] Group 1: Financial Performance - The company achieved operating income of 401 million yuan and a net profit of 65 million yuan in the first half of 2025, indicating stable revenue growth [1] - The core products, including heat exchangers and precision presses, showed steady development, with new models of precision presses gaining wide market recognition [1] Group 2: Strategic Acquisitions - The company completed the acquisition of 100% of Wuxi Weiyan's shares, enhancing its competitive edge through synergy [2] - Wuxi Weiyan specializes in precision molds and stamping parts, which complement Ningbo Jingda's main business, particularly in the heat exchanger sector [2][3] - The acquisition is expected to facilitate resource integration in customer channels and technology development, enhancing overall competitiveness [3] Group 3: Market Expansion - Wuxi Weiyan's market performance was strong, with over 50% of new mold orders being export orders, and a year-on-year growth of approximately 70% in export orders [3] - The establishment of JSMachinery GmbH in Germany aims to expand into the European market, leveraging Germany's technological resources [4] Group 4: Product Development and Market Trends - Ningbo Jingda continues to lead in the heat exchanger equipment sector, launching a globally innovative fin stock retrieval machine that enhances competitiveness in the market [5] - The automotive thermal management equipment market is expanding, with significant growth expected, making microchannel heat exchangers a key growth driver for the company [5] - The application of microchannel heat exchanger technology is extending into data center liquid cooling, industrial refrigeration, and chemical industries, driven by the rapid growth of the digital economy [6][7] Group 5: Future Outlook - The microchannel heat exchanger market in data centers is projected to reach nearly 20 billion yuan by 2030, with an annual compound growth rate of about 10.8%, providing new growth avenues for the company [7] - The demand for liquid cooling technology in data centers is expected to increase with the ongoing development of 5G, artificial intelligence, and big data technologies, positioning Ningbo Jingda favorably for future growth [7]

Group 1 - The company held a half-year performance briefing on August 1, 2025, to address investor concerns and provide insights into its financial performance [1] - The company reported a quarter-on-quarter revenue increase of 11.62% and a net profit increase of 37.47% for Q2 2025 compared to Q1 2025 [3] - The company's debt-to-asset ratio improved from 30.72% at the end of Q1 2025 to 28.58% at the end of Q2 2025 [3] Group 2 - The company is focusing on its existing product lines, including automotive seat frame assemblies, precision stamping parts, and precision injection molded parts, while also aiming for long-term development in the automotive complete seat and robotics sectors [3] - The company has completed the first phase of technical reserves for key components in its robotics division and is actively recruiting high-end talent and building specialized teams [4] - The first phase of technical reserves includes the technology for the complete machine and core components such as robotic arms, with future directions aimed at replacing a majority of manufacturing processes with robotics [5]

Core Viewpoint - Ningbo Jinda Forming Equipment Co., Ltd. has successfully completed a private placement of shares to raise funds for supporting its acquisition transaction, with a total of 32,258,064 shares issued at a price of 5.58 RMB per share [1][5][8]. Summary by Sections Issuance Overview - The company issued 32,258,064 shares of RMB ordinary stock (A shares) at a price of 5.58 RMB per share [1][5]. - The total amount raised from this issuance is approximately 180 million RMB, which will be used for cash consideration and related transaction costs [5][6]. Issuance Process - The issuance has completed all necessary decision-making and approval procedures, including resolutions from the board of directors and shareholders [2][3]. - The pricing of the shares was determined to be not less than 80% of the average trading price over the previous 20 trading days, which was 7.69 RMB, leading to a minimum price of 6.15 RMB [3][4]. Shareholder Information - The shares were subscribed by the controlling shareholder, Ningbo Forming Holdings Co., Ltd., which will hold 32.09% of the total shares post-issuance [11][12]. - The shares issued will be subject to a lock-up period of 36 months from the date of listing [5][8]. Financial Impact - The issuance will increase the company's total assets and net assets, enhancing its capital structure and risk resilience [15]. - The funds raised will be allocated to pay for the cash consideration of the acquisition and related fees, supporting the company's expansion into precision molds and related components [15][16]. Compliance and Legal Opinions - The independent financial advisor and legal counsel confirmed that the issuance process complied with relevant laws and regulations, ensuring fairness and transparency [7][9]. - The transaction does not alter the control of the company, as the controlling shareholder remains the same [12][16].

Core Viewpoint - Ningbo Jingda has completed its first restructuring after being acquired by Ningbo State-owned Assets, marking a significant shift in its business strategy towards precision molds and related components [2][4]. Group 1: Fundraising and Restructuring - On June 3, Ningbo Jingda announced it would issue shares to its controlling shareholder, Chengxing Holdings, to raise approximately 180 million yuan, with a net amount of about 178 million yuan after expenses, and a lock-up period of 36 months [2][6]. - The fundraising is part of a restructuring process that included the acquisition of 100% of Wuxi Weiyan's shares for 360 million yuan, making it a wholly-owned subsidiary [2][3]. - This restructuring is the first since Ningbo Jingda was taken over by Ningbo State-owned Assets in early 2023, which has facilitated the company's expansion into the precision mold and related components industry [2][4]. Group 2: Financial Performance - In 2024, Ningbo Jingda achieved operating revenue of 818 million yuan, a year-on-year increase of 15.38%, and a net profit of 165 million yuan, up 3.37% [2][6]. - The company has shown consistent growth since the change in control, with revenues and net profits increasing from 709 million yuan and 159 million yuan in 2023 to the aforementioned figures in 2024 [6][7]. - The gross profit margin for 2024 was reported at 41.11%, reflecting a slight increase from the previous year [7]. Group 3: Acquisition Details and Future Projections - The acquisition of Wuxi Weiyan is expected to enhance Ningbo Jingda's asset base and business scale, with Wuxi Weiyan reporting revenues of 216 million yuan, 261 million yuan, and 205 million yuan for the years 2022 to 2024 [7][8]. - Wuxi Weiyan has made performance commitments to achieve a total of no less than 114 million yuan in net profit over the next three years [8].

Core Viewpoint - Ningbo Jingda Forming Equipment Co., Ltd. is conducting a transaction involving the issuance of shares and cash payment to acquire 100% of Wuxi Weiyan's equity, with a total transaction price of 360 million yuan, split equally between shares and cash [9][10][30]. Group 1: Transaction Overview - The transaction consists of two parts: issuing shares and cash payment for asset acquisition, and raising matching funds [9][10]. - The total amount for the matching funds is 180 million yuan, with the issuance of up to 30,664,395 shares [10][29]. - The issuance price for the new shares is set at 5.58 yuan per share, totaling 32,258,062 shares [3][14]. Group 2: Financial Details - The transaction price for acquiring Wuxi Weiyan is 360 million yuan, with the payment structure being 50% in shares and 50% in cash [9][10]. - The issuance price for the shares is determined based on the average trading price over the previous 20 trading days, which was 7.69 yuan, leading to a minimum issuance price of 6.16 yuan [11][26]. - The final issuance price was adjusted to 5.58 yuan per share after the company's profit distribution [14][28]. Group 3: Regulatory Compliance - The transaction does not constitute a major asset restructuring as it does not meet the thresholds set by relevant regulations [30][31]. - The transaction is classified as a related party transaction due to the involvement of controlling shareholders and their affiliates [31]. - The company has completed all necessary decision-making and approval processes for the transaction [32]. Group 4: Implementation Status - The registration of the new shares has been completed, increasing the registered capital to 470,129,902 yuan [32][33]. - The company has fulfilled its information disclosure obligations related to the transaction, ensuring compliance with legal and regulatory requirements [33]. - Changes in the board of directors and management personnel of the target company have been executed following the transaction [33].

星标 ★ IPO日报 精彩文章第一时间推送 2025年春节后，沪深交易所终于迎来了首个上会的并购重组项目。 3月13日，宁波精达的并购项目将要上会，接受并购重组委的审核。 具体来看，宁波精达拟通过发行股份及支付现金的方式购买无锡微研股份有限公司（下称"无锡微研"）100%股权，并募集配套资金。 此次交易的对价为3.6亿元。 制图：佘诗婕 标的公司"二嫁" 据悉，无锡微研主要从事精密模具、精密冲压件及微孔电火花机床的研发、生产和销售，具体产品包括空调换热器模具、汽车座椅导 轨模具、汽车零部件及微孔电火花加工数控机床等，两家公司同属于冲压制造产业链上下游企业。 而上市公司宁波精达主要从事换热器装备和高速精密压力机的研发、生产与销售。 对于本次收购，宁波精达表示，无锡微研及公司的业务互补性较强，公司将加快向定制化成形技术及装备综合服务商转型，公司综合 竞争力增强，进一步开拓应用领域和境外市场，进而提升上市公司经营业绩。 值得一提的是，此次重组并非无锡微研首次涉足资本市场。 2023年6月，御银股份曾计划收购无锡微研51%股份。但由于交易各方对交 易方案核心事项仍存在较大分歧，未能达成一致意见，三个月后，御银股份宣布 ...

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 ...