证券代码：600372 证券简称：中航电子 公告编号：2023-052 股东大会召开日期：2023年9月8日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 中航航空电子系统股份有限公司 关于召开 2023 年第三次临时股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 重要内容提示： 一、 召开会议的基本情况 (一) 股东大会类型和届次 2023 年第三次临时股东大会 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2023 年 9 月 8 日 10 点 00 分 召开地点：北京市朝阳区曙光西里甲 5 号院 16 号楼 2521 会议室 (五) 网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2023 年 9 月 8 日 至 2023 年 9 月 8 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票 ...

中航航空电子系统股份有限公司 2023 年半年度 募集资金存放与实际使用情况专项报告 中航航空电子系统股份有限公司 2023 年半年度募集资金存放与实际使用情况的专项报告 本公司董事会及全体董事保证本报告内容不存在任何虚假记载、误导性陈述或重大遗漏， 并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、募集资金基本情况 （一）实际募集资金金额、资金到位情况 经中国证券监督管理委员会《关于核准中航航空电子系统股份有限公司发行股份吸收合 并中航工业机电系统股份有限公司并募集配套资金的批复》（证监许可[2022]3241 号）核准， 中航航空电子系统股份有限公司（以下简称"公司"）发行股份募集配套资金不超过 50 亿 元。 公司本次向特定对象发行股票的数量为 353,857,040 股，发行价格为 14.13 元/股。根据大 华会计师事务所（特殊普通合伙）出具的大华验字[2023]000381 号《中航航空电子系统股份 有限公司换股吸收合并中航工业机电系统股份有限公司并募集配套资金暨关联交易之向特 定对象发行股票募集配套资金的验资报告》，公司本次发行实际募集资金总额为人民币 4,999,999,999.04 ...

证券代码：600372 证券简称：中航电子 公告编号：2023-047 中航航空电子系统股份有限公司 2023 年第二次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2023 年 8 月 15 日 (二)股东大会召开的地点：北京市朝阳区曙光西里甲 5 号院 16 号楼 2521 会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 187 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,663,559,435 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的比例（%） | 55.0448 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，公司董事长、总经理于卓先生主持，以现 场投票与网络投票相结合的方式进行表决，会议的召开程序及表 ...

北京市嘉源律师事务所 关于中航航空电子系统股份有限公司 2023 年第二次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 嘉源(2023)-04-624 北京市嘉源律师事务所(以下简称"本所")受中航航空电子系统股份有限 公司(以下简称"公司")委托,根据《中华人民共和国公司法》(以下简称"《公 司法》")《上市公司股东大会规则》(以下简称"《股东大会规则》")等现行有效 的法律、行政法规、部门规章、规范性文件(以下简称"法律法规")以及《中 航航空电子系统股份有限公司章程》(以下简称"公司章程"）的有关规定,指派 本所律师对公司 2023年第二次临时股东大会(以下简称"本次股东大会")进行 见证,并依法出具本法律意见书。 为出具本法律意见书,本所指派律师现场见证了本次股东大会,查阅了公司 提供的与本次股东大会有关的文件和资料,并进行了必要的审查和验证。在前述 审查和验证的过程中,本所律师得到公司的如下承诺和保证:就本所认为出具本 法律意见书所必需审查的事项而言,公司已经提供了全部相关的原始书面材料、 副本材料或口头证言,该等资料均属真实、准确、完整及有效,有关复印件与 ...

Financial Performance - The company's operating revenue for Q1 2023 was RMB 2,466,706,342.71, representing a 5.15% increase compared to RMB 2,345,868,349.60 in the same period last year[4]. - Net profit attributable to shareholders was RMB 210,791,017.44, a 4.68% increase from RMB 201,292,984.44 year-on-year[4]. - The net profit after deducting non-recurring gains and losses was RMB 181,504,027.72, reflecting a significant increase of 19.90% from RMB 151,311,859.78 in the previous year[5]. - Basic and diluted earnings per share were both RMB 0.1099, up 5.27% from RMB 0.1044 in the same period last year[5]. - Total operating revenue for Q1 2023 was CNY 2,466,706,342.71, an increase of 5.15% compared to CNY 2,345,868,349.60 in Q1 2022[19]. - Net profit for Q1 2023 reached CNY 219,078,111.42, compared to CNY 207,955,021.76 in Q1 2022, representing a growth of 5.39%[22]. - The company reported a total comprehensive income of CNY 237,388,284.53 for Q1 2023, compared to CNY 193,656,556.20 in Q1 2022, an increase of 22.61%[23]. Assets and Liabilities - The company's total assets at the end of the reporting period were RMB 28,551,729,415.60, a slight increase of 0.53% from RMB 28,402,468,058.97 at the end of the previous year[5]. - Total current assets as of March 31, 2023, amount to RMB 22,021,529,741.52, an increase from RMB 21,746,832,459.03 at the end of 2022[16]. - The company's total liabilities decreased to CNY 15,686,398,505.44 in Q1 2023 from CNY 15,778,323,187.62 in Q1 2022, a reduction of 0.58%[18]. - Total equity increased to CNY 12,865,330,910.16 in Q1 2023, compared to CNY 12,624,264,015.90 in Q1 2022, reflecting a growth of 1.91%[18]. - The company's non-current assets total RMB 6,530,199,674.08, down from RMB 6,655,754,744.49 at the end of 2022[16]. Cash Flow - Cash flow from operating activities showed an improvement, with a net outflow of RMB 974,134,403.63, compared to a larger outflow of RMB 1,178,634,543.99 in the same period last year[5]. - The net cash flow from operating activities for Q1 2023 was -974,134,403.63 RMB, an improvement from -1,178,634,543.99 RMB in Q1 2022, indicating a reduction in cash outflow[25]. - Total cash inflow from operating activities in Q1 2023 was 1,465,270,816.08 RMB, compared to 966,954,085.39 RMB in Q1 2022, representing an increase of approximately 51.7%[25]. - Cash outflow from operating activities totaled 2,439,405,219.71 RMB in Q1 2023, up from 2,145,588,629.38 RMB in Q1 2022, reflecting a rise of about 13.7%[25]. - Cash inflow from financing activities increased significantly to 1,917,276,993.31 RMB in Q1 2023, compared to 974,512,196.50 RMB in Q1 2022, marking a growth of approximately 96.9%[25]. - The net cash flow from financing activities was 119,559,182.28 RMB in Q1 2023, a turnaround from -18,786,537.83 RMB in Q1 2022, indicating a positive shift in financing[25]. Research and Development - Research and development expenses increased by 30.06%, indicating a focus on product development[9]. - Research and development expenses increased to CNY 220,622,074.75 in Q1 2023, up from CNY 169,629,773.71 in Q1 2022, marking a significant rise of 30.06%[19]. Shareholder Information - Total number of common shareholders at the end of the reporting period is 91,558[11]. - The largest shareholder, China Aviation Technology Industry Co., Ltd., holds 763,090,849 shares, accounting for 39.79% of total shares[11]. Government Support and Future Plans - The company received government subsidies amounting to RMB 10,292,921.30, which contributed positively to its financial performance[6]. - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[10]. - The company has plans for market expansion and new product development, although specific details were not disclosed in the provided financial documents[19]. Cash and Cash Equivalents - The company reported a decrease of 30.9% in cash and cash equivalents, primarily due to a decline in receivables recovery compared to the previous year[9]. - The company’s cash and cash equivalents decreased to RMB 2,205,686,129.72 from RMB 3,190,433,333.86 year-over-year[15]. - Cash and cash equivalents at the end of Q1 2023 stood at 2,205,686,129.72 RMB, down from 2,614,077,819.06 RMB at the end of Q1 2022, a decrease of about 15.6%[25].

中航电子 证券代码：600372 证券简称：中航电子 公告编号：临 2023-022 中航航空电子系统股份有限公司 中航航空电子系统股份有限公司（以下简称公司）已于 2023 年 3 月16日在上海证券交易所网站（www.sse.com.cn）披露了公司2022 年度报告。为便于广大投资者更加全面深入地了解公司经营业绩、发 会议召开时间：2023年04月10日（星期一）14:00-15:00 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 投 资 者 可 于 2023 年 04 月 10 日 （ 星 期 一 ） 前 访 问 网 址 https://eseb.cn/13hvRu8foDC或使用微信扫描下方小程序码进 行会前提问，公司将通过本次业绩说明会，在信息披露允许范围 内就投资者普遍关注的问题进行回答。 中航电子 展战略等情况，公司定于 2023 年 04 月 10 日（星期一）14:00-15:00 在"价值在线"（www.ir-online.cn）举办 2022 年度业绩说明会， 与投资者进行沟通和交流，广泛听取投资者的意见和建议。 一、 说明会类型 本次投资者说 ...

Financial Performance - The net profit attributable to the parent company for 2022 was CNY 871,912,569.27, with no cash dividends or stock bonuses proposed[2]. - The company's operating revenue for 2022 was approximately ¥11.19 billion, representing a 13.69% increase compared to ¥9.84 billion in 2021[14]. - Net profit attributable to shareholders for 2022 was approximately ¥871.91 million, a 9.17% increase from ¥798.70 million in 2021[14]. - The net cash flow from operating activities for 2022 was negative at approximately -¥793.67 million, a significant decrease of 151.21% compared to ¥1.55 billion in 2021[14]. - The total assets at the end of 2022 were approximately ¥28.40 billion, an 8.15% increase from ¥26.26 billion at the end of 2021[16]. - The net assets attributable to shareholders at the end of 2022 were approximately ¥12.19 billion, an increase of 8.44% from ¥11.24 billion at the end of 2021[16]. - Basic earnings per share for 2022 were ¥0.4546, reflecting a 9.15% increase from ¥0.4165 in 2021[17]. - The weighted average return on equity for 2022 was 7.44%, an increase of 0.13 percentage points from 7.31% in 2021[17]. - The company reported non-recurring gains of approximately ¥176.95 million for 2022, compared to ¥111.35 million in 2021[20]. Asset Restructuring - The company is currently in the implementation phase of a major asset restructuring involving the merger with AVIC Electromechanical Systems Co., Ltd., approved by the China Securities Regulatory Commission in December 2022[2]. - The company plans to expedite profit distribution matters after the completion of the major asset restructuring, in accordance with regulatory requirements and company bylaws[2]. - The company emphasizes the importance of investor returns and aims to ensure smooth progress in the restructuring work[2]. - The company successfully completed the merger and acquisition project with a 98.4% approval rate at the shareholders' meeting on October 26[23]. - The company plans to merge with AVIC Electromechanical Systems Co., Ltd. through a share swap and raise supporting funds, with the transaction approved by relevant authorities[52]. - The company aims to enhance its long-term development and sustainable operational capacity through the merger, which aligns with the interests of all shareholders[55]. - The company is focused on compliance with regulations regarding major asset restructuring, ensuring that the transaction does not dilute immediate returns[77]. Research and Development - Research and development expenses surged by 44.04% to ¥1,191,397,963.75, up from ¥827,134,387.49 in the previous year[32]. - The total R&D expenditure for the period was CNY 1,191,397,963.75, accounting for 10.65% of the operating revenue[39]. - The number of R&D personnel is 3,628, representing 31% of the total workforce[40]. - The company is focusing on technological innovation, with breakthroughs in several key aerospace electronic technologies supporting product development and delivery[24]. - The company emphasizes the importance of technological innovation, particularly in emerging fields such as quantum science and artificial intelligence, to drive avionics technology advancements[59]. Compliance and Governance - The company has established a comprehensive compliance management system, identifying five major risks for 2022 while ensuring no significant compliance issues occurred in subsidiaries[25]. - The company has implemented a governance structure that aligns with regulatory requirements, ensuring that the board of directors and management operate independently and in compliance with laws[70]. - The company has a total of 11 directors, including 4 independent directors, adhering to the relevant requirements for board composition[71]. - The company has established a performance evaluation and incentive mechanism to enhance the effectiveness and motivation of its management team[72]. - The company maintains transparency in information disclosure, with the chairman responsible for ensuring compliance with disclosure regulations[73]. - The company has established specialized committees, including an audit committee and a strategic committee, to enhance governance and oversight[93]. Market Expansion and Strategy - The company is actively expanding its civil aviation strategy, becoming a supplier for the C919 project and enhancing its product offerings in various aircraft categories[23]. - The company aims to enhance its competitiveness in the avionics system industry by 2025, focusing on advanced product systems and a robust innovation framework[63]. - The company is committed to expanding its defense business by exploring new markets in aerospace, weaponry, and naval sectors[64]. - The company is enhancing its capabilities in civil aviation services, including parts distribution and maintenance, to capture new growth opportunities[65]. - The company is actively pursuing mergers and acquisitions to strengthen its position as a leading integrated supplier in the avionics system sector[60]. Environmental and Social Responsibility - The company invested ¥9.8942 million in environmental protection during the reporting period[114]. - The company successfully achieved zero environmental pollution incidents and met all environmental discharge standards[114]. - The company reduced carbon emissions by 2,299 tons through the use of clean energy and carbon reduction technologies[122]. - A total of ¥1.1699 million was invested in public welfare projects, benefiting 24,600 people[123]. - The company contributed ¥4.983 million to poverty alleviation and rural revitalization projects, benefiting 16,420 people[124]. - The company has established a comprehensive environmental management system to ensure compliance with national regulations[116]. Financial Management - The company has a structured performance evaluation and incentive system for the remuneration of directors, supervisors, and senior management, which is approved by the shareholders' meeting[84]. - The company has a dedicated team for financial planning and investment, aimed at optimizing resource allocation and enhancing financial performance[82]. - The company has committed to maintaining a competitive and fair compensation policy linked to individual performance and company profitability[104]. - The company reported a total of 11,247 employees, with 11,236 in major subsidiaries and 11 in the parent company[101]. - The company has 2,060 employees with a master's degree or above, and 4,696 with a bachelor's degree[101]. Risks and Challenges - The company faces intensified market competition risks due to the entry of new competitors, including private enterprises, as a result of national military-civilian integration strategies and state-owned enterprise reforms[67]. - Supply chain risks are heightened by U.S. trade restrictions on China, potentially impacting the procurement of electronic components essential for the company's aviation electronic products[67]. - The company has a long supply chain and lengthy aircraft development cycles, leading to high accounts receivable and inventory levels, which may affect asset turnover efficiency[67]. Shareholder Engagement - The company plans to implement a shareholder return plan for the next three years (2022-2024) as discussed in the third extraordinary general meeting on November 15, 2022[77]. - The company will provide dissenting shareholders with a buyout option at a price of 18.44 CNY per share, ensuring protection of minority shareholder interests[127]. - The cash buyout option for dissenting shareholders of AVIC Electromechanical is set at 10.33 CNY per share, with adjustments for any dividends or stock distributions prior to the buyout[128].

Financial Performance - The company's operating revenue for Q3 2022 was ¥2,713,113,531.40, representing a year-on-year increase of 16.89%[4] - The net profit attributable to shareholders for Q3 2022 was ¥175,055,846.92, showing a decrease of 7.99% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥150,560,016.61, down 13.55% year-on-year[4] - The basic earnings per share for Q3 2022 was ¥0.0913, a decrease of 6.44% compared to the same period last year[5] - Total operating revenue for the first three quarters of 2022 reached ¥7,900,349,366.43, an increase of 13.9% compared to ¥6,936,901,675.87 in the same period of 2021[18] - Net profit for the third quarter of 2022 was ¥719,850,494.64, compared to ¥595,084,309.40 in the same quarter of 2021, representing a growth of 20.9%[20] - The total comprehensive income for Q3 2022 was approximately ¥660.10 million, compared to ¥573.04 million in Q3 2021, marking an increase of 15.2%[45] Assets and Liabilities - The total assets at the end of Q3 2022 amounted to ¥27,539,617,045.11, an increase of 4.86% from the end of the previous year[5] - The total liabilities as of the end of the third quarter of 2022 were ¥15,217,591,526.61, compared to ¥14,610,617,855.42 at the end of the same quarter in 2021, indicating a rise of 4.1%[17] - The company's equity attributable to shareholders reached ¥11,886,792,744.81, an increase from ¥11,236,846,294.54 in the previous year, reflecting a growth of 5.8%[17] - The total non-current assets include fixed assets valued at ¥4,179,505,725.87 as of September 30, 2022[15] Cash Flow - The cash flow from operating activities was negative at -¥1,910,581,111.79, indicating a significant cash outflow[5] - The net cash flow from operating activities for Q3 2022 was negative at CNY -1,910,581,111.79, compared to a positive cash flow in the same period last year[29] - Cash inflow from operating activities totaled ¥4.35 billion, down from ¥7.37 billion in Q3 2021, indicating a decrease of 41.0%[46] - The company's cash and cash equivalents as of September 30, 2022, amount to ¥1,570,620,765.24, a decrease from ¥3,940,252,497.35 at the end of 2021[15] Research and Development - Research and development expenses increased by 38.77%, primarily due to increased investment in R&D[10] - Research and development expenses for the third quarter of 2022 amounted to ¥770,642,946.76, an increase of 38.7% from ¥555,348,637.87 in the previous year[20] Shareholder Information - The total number of common shareholders at the end of the reporting period is 70,320[11] - The largest shareholder, China Aviation Technology Industry Group Co., Ltd., holds 760,323,599 shares, accounting for 39.43% of the total shares[11] Mergers and Acquisitions - The company plans to merge with AVIC Electromechanical Systems Co., Ltd. through a share swap, pending regulatory approvals[13] - The company has received preliminary approvals from relevant authorities for the merger and financing plan[13] - The company is actively working on the merger process, which carries uncertainties regarding its implementation[13] Investment Income - Investment income surged by 874.70%, mainly due to gains from debt restructuring[10] - The company reported a significant increase of 460.45% in asset disposal income, attributed to higher gains from the disposal of non-current assets[10]

Financial Performance - The company's operating revenue for the first half of 2022 was ¥5,187,235,835.03, representing a 12.38% increase compared to ¥4,615,749,808.19 in the same period last year[15]. - The net profit attributable to shareholders for the first half of 2022 was ¥519,981,498.14, a 35.10% increase from ¥384,898,026.33 in the previous year[15]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥436,366,884.34, up 28.54% from ¥339,484,414.21 year-on-year[15]. - The basic earnings per share for the first half of 2022 was ¥0.2711, reflecting a 35.08% increase from ¥0.2007 in the same period last year[16]. - Total profit reached 569 million yuan, reflecting a year-on-year growth of 25.18%[22]. - The company achieved operating revenue of 5.187 billion yuan, a year-on-year increase of 12.38%[22]. - The total comprehensive income for the first half of 2022 was ¥502,888,701.02, compared to ¥371,362,181.28 in the same period of 2021, reflecting an increase of 35.36%[82]. Assets and Liabilities - The total assets at the end of the reporting period were ¥26,472,511,115.89, a slight increase of 0.80% from ¥26,262,648,705.02 at the end of the previous year[15]. - The total liabilities decreased by 1.23% to approximately ¥14.43 billion, down from ¥14.61 billion in the previous year[27]. - The company's equity attributable to shareholders increased by 3.33% to approximately ¥11.61 billion, compared to ¥11.24 billion in the previous year[27]. - Accounts receivable increased by 40.36% to approximately ¥6.49 billion, compared to ¥4.63 billion at the end of the previous year[26]. - The total amount of prepayments at the end of the period was RMB 342,682,188.21, with 91.40% of this amount being within one year[192]. Cash Flow - The company reported a net cash flow from operating activities of -¥1,375,361,747.95, indicating a significant change from ¥346,515,586.47 in the previous year[15]. - The company's cash and cash equivalents decreased by 47.02% to approximately ¥394.03 million, down from ¥754.03 million at the beginning of the year[27]. - The cash flow from financing activities resulted in a net outflow of -¥240,575,798.67, primarily due to dividend payments and interest expenses[89]. - The company’s cash inflow from operating activities was primarily driven by an increase in cash received from sales and services, totaling ¥22,064,917.22 for the first half of 2022[88]. Research and Development - Research and development expenses rose by 9.17% to approximately ¥383.43 million, compared to ¥351.22 million in the previous year[24]. - The company emphasizes innovation and has developed multiple new projects that have achieved international advanced levels[20]. - The company has established a comprehensive R&D and manufacturing system across various levels of aviation electronics, enhancing its competitive edge[20]. Market Position and Strategy - The company is positioned as a major supplier in the aviation electronics sector, focusing on defense, civil aviation, and advanced manufacturing[19]. - The company is actively expanding its market presence and improving resource allocation efficiency through the establishment of independent subsidiaries[21]. - The company is committed to high-quality development and has implemented strategies to optimize product structure and enhance operational efficiency[22]. Environmental and Social Responsibility - The company has established a comprehensive environmental management system, achieving zero environmental pollution incidents and ensuring compliance with emission standards for waste and hazardous materials[39]. - The company actively promotes clean production and has established a clean production audit organization to analyze technical, environmental, and economic feasibility[46]. - During the reporting period, the company invested 3.222 million yuan in consumption poverty alleviation efforts, while cultural poverty alleviation efforts amounted to 184,400 yuan, including the training of 223 talents[47]. Corporate Governance - The company has committed to maintaining independence in operations and avoiding conflicts of interest with its controlling shareholders[49]. - The company has not faced any non-operating fund occupation issues from controlling shareholders or related parties during the reporting period[54]. - The company confirmed that there were no significant litigation or arbitration matters during the reporting period[53]. Accounting and Financial Reporting - The financial statements are prepared based on the assumption of going concern, with no significant doubts about the company's ability to continue operations[105]. - The company adheres to the enterprise accounting standards, ensuring that the financial statements reflect a true and complete picture of its financial status[106]. - The company has not reported any significant changes in accounting policies or estimates during the period[106]. Risks and Challenges - The company faces risks including intensified market competition, operational risks due to long supply chains, supply chain risks from external factors, and technology innovation risks related to R&D[33][34]. - The company has established a quality management system to ensure effective operation, but faces challenges in quality control due to the complexity and variety of aviation electronic products[34].