证券代码：836149 证券简称：旭杰科技 公告编号：2023-054 苏州旭杰建筑科技股份有限公司 独立董事关于第三届董事会第十三次会议相关事项的独立意见 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 别及连带法律责任。 苏州旭杰建筑科技股份有限公司（以下简称"旭杰科技"、"公司"）于 2023 年 8 月 18 日召开第三届董事会第十三次会议。根据《公司法》、《公司章程》 和《独立董事工作细则》等相关规定，我们作为公司的独立董事，基于独立判断 的立场，现发表独立意见如下： 一、关于公司《2023 年股权激励计划（草案）》的独立意见 1、未发现公司存在《北京证券交易所股票上市规则(试行)》(以下简称"《上 市规则》")《北京证券交易所上市公司持续监管指引第 3 号——股权激励和员 工持股计划》(以下简称"《监管指引第 3 号》")等法律、法规规定的禁止实施 股权激励计划的情形，公司具备实施股权激励计划的主体资格。 5、关联董事已根据《公司法》、《证券法》、《上市规则》、《监管指引第 3 号》 等法律、法规、规章和规范性 ...

法律意见书 江苏益友天元律师事务所 关于苏州旭杰建筑科技股份有限公司 2023年股权激励计划的 法律意见书 致：苏州旭杰建筑科技股份有限公司 江苏益友天元律师事务所（以下简称"本所"）接受苏州旭杰建筑科技股份有 限公司（以下简称"旭杰科技"或"公司"）委托，就旭杰科技 2023 年股权激励计 划事宜（以下简称"激励计划"或"本激励计划"）担任专项法律顾问，并就本激励 计划事项出具本法律意见书。 为出具本法律意见书，本所律师审阅了《苏州旭杰建筑科技股份有限公司 2023年股权激励计划（草案）》（以下简称"《激励计划（草案）》"或"《激励 计划》"）、《苏州旭杰建筑科技股份有限公司2023年股权激励计划实施考核管 理办法》（以下简称"《考核管理办法》"）、公司相关董事会会议文件、独立董 事独立意见、监事会会议文件、公司书面说明以及本所律师认为需要审查的其他 文件，并通过查询公开信息对相关的事实和资料进行了核查和验证，并已经得到 旭杰科技以下保证：旭杰科技已经提供了本所为出具本法律意见书所要求发行人 提供的原始书面材料、副本材料、复印材料、确认函或证明。公司提供给本所的 文件和材料是真实、准确、完整和有效的，并无隐 ...

第三届董事会第十三次会议决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开时间：2023 年 8 月 18 日 证券代码：836149 证券简称：旭杰科技 公告编号：2023-044 苏州旭杰建筑科技股份有限公司 2.会议召开地点：公司会议室 3.会议召开方式：现场加通讯 4.发出董事会会议通知的时间和方式：2023 年 8 月 8 日以电话或电子邮件方 式发出 5.会议主持人：丁杰 6.会议列席人员：其他高级管理人员 7.召开情况合法、合规、合章程性说明： 本次会议的召开符合有关法律、法规及《公司章程》的规定。 （二）会议出席情况 会议应出席董事 7 人，出席和授权出席董事 7 人。 董事李宗阳、刘勇因个人原因以通讯方式参与表决。 二、议案审议情况 （一）审议通过《2023 年半年度报告及摘要》 1.议案内容： 为了进一步建立、健全公司长效激励机制，吸引和留住优秀人才，充分调动 公司的董事、高级管理人员、核心员工的积极性，有效地将股东利益 ...

证券代码: 836149 证券简称:旭杰科技 | 一、释义………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 1 | | --- | | 二、声明…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 2 | | 三、基本假设 | | 四、本次股权激励计划的主要内容 | | (一) 激励对象的范围及分配情况 | | (二 ) 授予的股票期权数量 | | (三)本计划的有效期、授予日及授予后相关时间安排 . | | (四) 股票期权行权价格 | | (五) 股票期权的授予和行权条件 | | (六) 激励计划其他内容 | | 五、独立财务顾问意见…………………………………………………………………………………………………………………………… 11 | | (一)对本激励计划是否符合 ...

证券代码：836149 证券简称：旭杰科技 公告编号：2023-055 苏州旭杰建筑科技股份有限公司 关于召开 2023 年第二次临时股东大会通知公告（提供网络投票） 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开基本情况 （一）股东大会届次 本次会议为 2023 年第二次临时股东大会。 （三）会议召开的合法性、合规性 会议的召集、召开符合《公司法》以及有关法律法规的规定。 （四）会议召开方式 本次会议采用现场投票、网络投票和其他投票方式相结合方式召开。 公司股东应选择现场投票或网络投票表决方式的一种方式，如果同一表决 权出现重复投票表决的，以第一次投票表决结果为准。 （二）召集人 （五）会议召开日期和时间 1、现场会议召开时间：2023 年 9 月 11 日上午 10:00。 本次股东大会的召集人为董事会。 根据《公司法》和《公司章程》的有关规定，公司董事会于 2023 年 8 月 18 日召开第三届董事会第十三次会议，审议通过了《关于召开 2023 年第二次临时 股东大会的议案》，表决 ...

一、拟认定核心员工提名情况 2023 年 8 月 18 日，苏州旭杰建筑科技股份有限公司（以下简称"公司"） 第三届董事会第十三次会议审议通过了《关于认定公司核心员工的议案》，提名 吴佳雯等 18 人为公司核心员工，具体名单如下： 证券代码：836149 证券简称：旭杰科技 公告编号：2023-050 苏州旭杰建筑科技股份有限公司 关于对拟认定核心员工进行公示并征求意见的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 上述核心员工认定尚需经公司监事会审核并发表意见，并需提交公司股东大 会审议。 二、备查文件 1.《苏州旭杰建筑科技股份有限公司第三届董事会第十三次会议决议》。 苏州旭杰建筑科技股份有限公司 董事会 2023年8月18日 | 序号 | 姓名 | 类别 | | --- | --- | --- | | 1 | 吴佳雯 | 核心员工 | | 2 | 胡亚琦 | 核心员工 | | 3 | 陆和燕 | 核心员工 | | 4 | 陈秋鹏 | 核心员工 | | 5 | 张梦琦 | 核心员工 | | ...

Financial Performance - The company's operating revenue for the first half of 2023 reached ¥258,245,121.89, representing a 124.97% increase compared to ¥114,790,693.64 in the same period last year[24]. - The net profit attributable to shareholders of the listed company was ¥3,659,266.19, a significant turnaround from a loss of ¥6,701,141.05 in the previous year, marking a 154.61% improvement[24]. - The gross profit margin increased to 17.56% from 14.11% year-on-year, indicating enhanced profitability[24]. - The basic earnings per share improved to ¥0.05, compared to a loss of ¥0.09 per share in the same period last year, reflecting a 155.56% increase[24]. - The company achieved operating revenue of 258.25 million yuan, a year-on-year increase of 124.97%[36]. - The net profit attributable to shareholders reached 3.66 million yuan, up 154.61% compared to the same period last year[36]. - The company's total revenue for the current period reached ¥258,245,121.89, representing a 124.97% increase compared to ¥114,790,693.64 in the same period last year[45]. - The gross profit margin improved to 17.56%, up from 14.11% in the previous year, indicating better cost management and sales performance[45]. - The company reported a net profit of ¥2,151,947.39, a significant turnaround from a net loss of ¥11,807,839.02 in the same period last year[45]. - The company's total comprehensive income for the first half of 2023 was ¥5,130,415.64, compared to a loss of ¥870,647.97 in the same period of 2022[130]. Market and Business Development - The company participated in the 2023 World Environment Conference, showcasing its core businesses including "PC production," "design and green building consulting," and "photovoltaic + energy storage" solutions[5]. - The company is actively involved in the development of integrated photovoltaic building materials, indicating a focus on innovation and sustainability[5]. - The company aims to expand its market presence through participation in industry forums and exhibitions, fostering collaboration with international teams[5]. - The company is actively expanding its market presence in the green building and photovoltaic sectors, aligning with national "dual carbon" policies[34]. - The company has secured new orders with a total installed capacity of 102.46 MW in the distributed photovoltaic power station system integration business[37]. - The revenue from the distributed photovoltaic power station system integration business reached 55.90 million yuan in the first half of 2023, with a significant increase in revenue share expected[37]. - The company is focused on expanding its distributed photovoltaic power station system integration services to enhance its market offerings[24]. - The company is actively adjusting project types to reduce the impact of market fluctuations in the construction and photovoltaic industries[64]. Financial Position and Assets - Total assets at the end of the period amounted to 726.27 million yuan, reflecting a growth rate of 13.22%[25]. - The company's debt-to-asset ratio (consolidated) was 72.42%, up from 69.10% year-on-year[25]. - Accounts receivable increased by 14.66% to ¥388,425,886.87, reflecting higher sales volume and extended credit terms[42]. - Inventory levels rose by 49.34% to ¥32,043,731.88, driven by increased production and sales needs, particularly in components and raw materials[42]. - Prepayments surged by 540.10% to ¥12,246,288.59, primarily due to increased purchases of components and inverters for distributed photovoltaic power station integration services[42]. - The company's total liabilities increased to 404,300,426.94 from 324,809,509.95, indicating a rise in financial obligations[118]. - The company's retained earnings increased to ¥50,821,209.85 as of June 30, 2023, compared to ¥45,484,118.92 at the end of 2022, showing a growth of about 7.5%[123]. Research and Development - Research and development expenses increased by 42.59% to ¥11,176,327.62, reflecting the company's commitment to innovation and project expansion[46]. - The company invested CNY 1,117.63 million in R&D during the reporting period, accounting for 4.33% of the revenue[70]. - The company is focused on continuous investment in product and technology R&D to meet market demands and address potential product substitution risks[66]. - The company is investing in technology and research to keep pace with industry innovations and avoid losing market share[69]. Governance and Risk Management - The company has established a risk management framework, confirming no delisting risks are present[12]. - The company has established a comprehensive governance structure, including updated articles of association and decision-making rules, to enhance corporate governance and reduce risks associated with governance failures[22]. - The company has not reported any significant changes in major risks during the current period, suggesting stability in its risk management[74]. - The company has implemented measures to mitigate risks associated with accounts receivable, including monitoring project performance and establishing a warning mechanism[67]. Shareholder and Equity Information - The actual controllers of the company, Mr. Ding Qiang and Mr. Ding Jie, hold a combined 41.98% of the shares, which may influence company management decisions[72]. - The top two shareholders, Ding Jie and Ding Qiang, hold 21.25% and 20.73% of shares respectively, totaling 43,428,634 shares or 58.88% of the total[99]. - The company has not reported any significant changes in the capital structure or new equity instruments issued during the period[144]. - The company reported a profit distribution of 3,687,900.00 yuan to the owners, indicating a reduction in retained earnings[144]. Cash Flow and Financial Activities - The company reported a net cash flow from operating activities of -11.81 million yuan, an improvement of 56.71% from the previous year[26]. - The net cash flow from investment activities decreased by 344.05%, primarily due to payments for investments and fixed asset purchases[57]. - The company’s cash flow from operating activities showed a net positive cash flow of CNY 599,086.00 for the first half of 2023, a recovery from a negative cash flow of CNY -19,934,904.93 in the previous year[133]. - Cash inflow from financing activities totaled CNY 109,982,678.63, slightly up from CNY 109,766,527.34 in the same period last year[132].

Revenue Growth - The company expects a revenue of 258 million CNY for the first half of 2023, compared to 114.79 million CNY in the same period last year, representing an increase of approximately 125.5%[4] - The net profit attributable to shareholders is projected to be 3.7 million CNY, a turnaround from a loss of 6.84 million CNY in the previous year[4] Business Segment Performance - The company has seen significant growth in its main business segments, including PC component products, prefabricated construction services, and overseas AAC product sales, with substantial increases in orders and sales revenue compared to last year[6] - The distributed photovoltaic power station system integration business has been fully launched and has formed a scale, with sufficient orders on hand[6] Operational Efficiency - The company has achieved an increase in production and project completion compared to the same period last year, while reducing fixed unit costs and benefiting from lower procurement costs for major materials[6] - The gross profit margin across all business segments has improved compared to the previous year, contributing to the increase in net profit[6] Financial Reporting - The financial data presented is preliminary and has not been audited by an accounting firm, and investors are advised to pay attention to investment risks[2][7]

Financial Performance - Operating revenue for the first quarter of 2023 reached CNY 75,159,667.76, representing a year-on-year increase of 28.99%[8] - Net profit attributable to shareholders for the first quarter of 2023 was CNY 787,355.50, up 77.36% from the same period last year[8] - The net profit after deducting non-recurring gains and losses was CNY 586,697.00, an increase of 181.65% year-on-year[9] - Total revenue for Q1 2023 reached CNY 75,159,667.76, an increase from CNY 58,269,944.88 in Q1 2022, representing a growth of approximately 29%[34] - Operating profit increased to ¥2,733,913.24 from ¥1,433,022.44, reflecting a growth of about 90.5% year-over-year[38] - The total profit margin improved, with total profit amounting to ¥376,493.97 compared to a loss of -¥1,816,852.00 last year[36] - Earnings per share (EPS) for the current period was ¥0.01, consistent with the previous year[37] Cash Flow - Cash flow from operating activities improved significantly, with a net cash flow of -CNY 4,567,330.85, an 81.43% increase compared to the previous year[9] - Cash inflow from operating activities for Q1 2023 was CNY 101,975,866.63, a decrease of 17.4% compared to CNY 123,607,345.92 in Q1 2022[41] - Net cash outflow from operating activities was CNY -4,567,330.85, an improvement from CNY -24,600,695.11 in the same period last year[41] - Cash inflow from financing activities totaled CNY 71,278,226.46, an increase of 11.5% from CNY 63,810,248.80 in Q1 2022[42] - The company reported a net cash inflow of CNY 10,584,807.70 for Q1 2023, contrasting with a net outflow of CNY -2,160,802.07 in Q1 2022[42] Assets and Liabilities - Total assets as of March 31, 2023, were CNY 633,788,238.13, a decrease of 1.20% compared to the end of 2022[8] - The company reported a total current assets of CNY 438,916,696.77 as of March 31, 2023, compared to CNY 437,117,468.44 as of December 31, 2022, indicating a slight increase of 0.41%[26] - Total liabilities decreased to CNY 435,849,650.51 from CNY 443,234,537.10, indicating a reduction of about 1%[28] - Current liabilities totaled CNY 310,510,148.34, down from CNY 324,809,509.95, reflecting a decrease of approximately 4%[28] - Non-current liabilities increased to CNY 125,339,502.17 from CNY 118,425,027.15, showing an increase of about 6%[28] Accounts and Inventory - Accounts receivable increased by 101.83% compared to the end of last year, mainly due to an increase in commercial acceptance bills received[10] - Accounts receivable decreased from CNY 338,751,493.74 to CNY 307,415,049.40, a decline of 9.25%[26] - Inventory rose to CNY 26,722,329.19 from CNY 21,457,420.39, marking an increase of 24.54%[26] - Inventory increased to CNY 1,665,495.97 from CNY 1,161,879.22, representing a growth of approximately 43%[31] Expenses - Sales expenses increased by 57.37% year-on-year, driven by higher costs associated with increased orders and sales personnel compensation[11] - Total operating costs increased to ¥80,428,119.47 from ¥64,942,517.36, representing a growth of approximately 23.5% year-over-year[35] - Research and development expenses rose to ¥4,498,462.48, up from ¥3,675,153.20, indicating a year-over-year increase of about 22.4%[35] Shareholder Information - The total number of shares held by the top ten shareholders is 43,285,134, accounting for 58.69% of the total shares[19] - The company has implemented an employee incentive plan, which has been approved by the shareholders[22] - The company reported no external guarantees or loans provided during the reporting period[22] Compliance and Legal Matters - The company has no ongoing litigation or arbitration matters, ensuring compliance with regulatory requirements[22] - The company has maintained a stable financial position with no significant changes in its debt structure[22]

Financial Performance - In 2022, the company achieved a revenue of 38,000.00 million CNY, with a year-on-year growth of 15%[15] - The company's operating revenue for 2022 was ¥344,468,513.22, a decrease of 27.06% compared to ¥472,238,922.29 in 2021[39] - The net profit attributable to shareholders for 2022 was -¥24,191,030.79, representing a decline of 220.30% from ¥20,109,133.14 in 2021[39] - The total assets at the end of 2022 amounted to ¥641,454,786.66, down 8.69% from ¥702,468,229.32 at the end of 2021[41] - The total liabilities at the end of 2022 were ¥443,234,537.10, a decrease of 3.93% compared to ¥461,348,913.69 at the end of 2021[41] - The company's gross profit margin for 2022 was 16.05%, down from 20.54% in 2021[39] - The company reported a net loss of -¥26,850,390.69 after deducting non-recurring gains and losses for 2022, compared to a profit of ¥19,008,051.44 in 2021[39] - The cash flow from operating activities for 2022 was ¥9,778,876.55, a significant improvement from -¥70,383,025.81 in 2021[43] - The weighted average return on equity based on net profit attributable to shareholders was -13.16% in 2022, compared to 9.99% in 2021[39] Revenue Sources - The company's sales revenue from prefabricated concrete components was 17,860.24 million CNY, accounting for 52.06% of the main business revenue[16] - The company’s overseas revenue reached 2,343.66 million CNY, representing 6.83% of the total main business revenue[16] - The top five customers contributed 12,062.17 million CNY in sales, making up 31.64% of the total sales revenue[15] - The company reported overseas revenue of 23.44 million, accounting for 6.83% of total operating revenue[18] - Major customers accounted for 31.64% of total sales, with the largest client, China Vanke Co., Ltd., contributing ¥32,158,659.51, or 8.44% of total sales[83] Research and Development - R&D expenses for 2022 amounted to 16.82 million, representing 4.88% of the current operating revenue[19] - The company holds a total of 104 patents, including 6 invention patents, which are crucial for maintaining market competitiveness[20] - The company completed several R&D projects aimed at enhancing efficiency and sustainability, including a project focused on prefabricated concrete components[105] - The company is focusing on green building design and consulting systems, ensuring the implementation of green technologies[106] - The company has successfully developed a new type of green energy-saving wallboard technology, enhancing construction efficiency and safety while promoting green energy advantages[117] Market Expansion - The company plans to further expand its market presence outside of Jiangsu and Shanghai, with the establishment of branches in Nanjing and Shanghai achieving their operational goals[16] - The company is actively expanding its market presence outside of Suzhou, with the establishment of branches in Nanjing and Shanghai achieving their operational goals[148] - The company aims to enhance its cash flow by focusing on sales and receivables collection, maintaining stable credit lines with financial institutions[134] - The company anticipates a strong growth trend in the prefabricated construction sector, driven by government policies promoting modern construction methods[136] Risk Management - The company faces risks related to fluctuating raw material prices, including steel, cement, and photovoltaic components, which could impact profitability[18] - The company is at risk of cash flow shortages in subsidiaries due to increased competition and extended payment cycles[19] - The company has established a risk management system for labor subcontracting, with labor procurement costs amounting to 46.08 million yuan during the reporting period[150] - The company has identified new major risks including intensified competition in the photovoltaic industry[22] Corporate Governance - The company emphasizes the need for improved governance in response to higher regulatory standards from the Beijing Stock Exchange[22] - The company has established a comprehensive corporate governance structure, including multiple management systems, to reduce governance risks[177] - The actual controllers of the company hold a combined 41.98% of the shares, and measures are in place to protect minority shareholders' rights[174] - The company has implemented internal controls to assess the recoverability of accounts receivable, which is a critical audit matter[124] Financial Management - The company’s accounts receivable accounted for 52.81% of total assets, indicating a relatively low accounts receivable turnover rate[16] - Interest expenses for 2022 were 11.76 million, including 5.94 million related to lease financing costs[18] - The company has not recognized deferred tax assets due to uncertainties regarding the recoverability of losses[132] - The company has provided guarantees totaling CNY 4,284,000 and CNY 7,000,000 for Changzhou Jietong Prefabricated Building Co., Ltd. with a guarantee period ending in September 2022 and February 2022 respectively[185] Talent and Human Resources - The company emphasizes the importance of attracting and retaining high-end talent to support its growth and operational needs[20] - R&D personnel increased from 80 to 83, with the proportion of R&D staff in total employees rising from 21.56% to 26.02%[102] - The company emphasizes compliance with labor laws and has implemented a reasonable compensation system to enhance employee satisfaction[131] Stock Options and Incentives - The stock option incentive plan includes a total of 2.08 million stock options, representing 2.82% of the company's total share capital at the time of the announcement[192] - The first grant of stock options includes 1.664 million options, accounting for 2.26% of the company's total share capital[192] - The total estimated expense for the stock option incentive plan is 1,993,500 CNY, to be amortized over four years[198] - A total of 44 individuals were granted stock options under the incentive plan[197] Industry Trends - The market for prefabricated buildings in China is expected to grow significantly, with a target of 30% of new construction area by 2026[59] - The photovoltaic market in China saw a 59.3% year-on-year increase in new installed capacity, reaching 87.41 GW in 2022[61] - The integration of photovoltaic products with prefabricated buildings is expected to create significant development opportunities under the "dual carbon" policy[137]