关于广州通达汽车电气股份有限公司 2023 年限制性股票激励计划 北京市时代九和律师事务所 第一个解除限售期解除限售条件成就、回购注销 部分限制性股票及调整回购价格的 法律意见书 二〇二五年六月 北京市时代九和律师事务所 关于广州通达汽车电气股份有限公司 2023 年限制性股票激励计划 第一个解除限售期解除限售条件成就、回购注销 部分限制性股票及调整回购价格的 法律意见书 致：广州通达汽车电气股份有限公司 根据广州通达汽车电气股份有限公司（简称"公司"）与北京市时代九和律 师事务所（简称"本所"）签订的聘用合同的约定及受本所指派，本所律师作为 公司 2023 年限制性股票激励计划（以下简称"本计划"或"本次股权激励计划"） 相关事宜的专项法律顾问，就本计划第一个解除限售期解除限售条件成就（以下 简称"本次解除限售"）、回购注销部分限制性股票（以下简称"本次回购注销"） 及调整回购价格（以下简称"本次调整"）的相关事宜出具本法律意见书。 为出具本法律意见书，本所律师审阅了《广州通达汽车电气股份有限公司 2023 年限制性股票激励计划（草案）》（以下简称"《激励计划（草案）》"）、《广州 通达汽车电气股份有限公司 ...

Core Viewpoint - The launch of the "5G Brain-Heart Mobile" represents a significant advancement in mobile mental health services, integrating innovative technologies for early screening and intervention in Alzheimer's disease and other mental health conditions [1][2]. Group 1: Product Development - The "5G Brain-Heart Mobile" was developed through collaboration among Guangzhou Medical University, South China University of Technology, and Tongda Electric, showcasing a multi-disciplinary approach in healthcare innovation [1]. - The mobile unit incorporates flexible wearable brain-machine interfaces, a 5G intelligent AI system, and various specialized medical devices, achieving a "mobile diagnosis" capability [2]. Group 2: Application and Impact - The mobile unit is designed for diverse applications, including early screening for Alzheimer's in communities and nursing homes, rapid psychological assistance during emergencies, and mental health services in schools and workplaces [2]. - Experts believe that the "5G Brain-Heart Mobile" could enhance early diagnosis rates for mental health disorders and improve public psychological crisis intervention capabilities [2]. Group 3: Future Prospects - The company aims to leverage its expertise in vehicle electrical systems and intelligent systems to enhance the research and production capabilities of mobile medical units, while continuing to collaborate with professional medical teams [2].

Summary of Key Points Core Viewpoint - The announcement details the completion of a share reduction plan by a board member of Guangzhou Tongda Automotive Electric Co., Ltd., specifically Mr. Lao Zhongjian, who reduced his holdings due to personal financial needs [1]. Group 1: Shareholder Information - Mr. Lao Zhongjian held 842,000 shares prior to the reduction, representing approximately 0.239% of the company's total share capital, acquired before the IPO [2]. - The reduction plan was disclosed on July 23, 2025, with a maximum intended reduction of 210,500 shares, equating to no more than 0.060% of the total share capital [1][2]. Group 2: Reduction Plan Implementation - The share reduction was executed through centralized bidding, with the total number of shares reduced being 210,500 [2]. - The reduction occurred between August 14, 2025, and November 13, 2025, with share prices ranging from 13.70 to 13.89 yuan per share, resulting in a total amount of 2,900,290 yuan [2]. - Following the reduction, Mr. Lao Zhongjian's remaining shares amount to 631,500, which is 0.180% of the total share capital [2].

Core Insights - The "5G Brain-Heart Vehicle" was officially launched, representing a significant breakthrough in mobile and intelligent mental health services, particularly for early screening and intervention of Alzheimer's disease [1][6][7] Group 1: Research and Development - The development of the 5G Brain-Heart Vehicle is the result of ten years of foundational research and clinical application, initiated in 2016 by Professor Ning Yuping from Guangzhou Medical University and Professor Wu Kai from South China University of Technology [2] - The project team has achieved breakthroughs in multiple key technologies, creating a multi-dimensional screening and assessment system, a plasma biomarker detection system for Alzheimer's disease, and a brain-computer interface system for early screening and intervention [2] Group 2: Collaborative Innovation - The 5G Brain-Heart Vehicle is a product of deep collaboration across medical, technological, and manufacturing sectors, with contributions from various institutions and companies [2][3] - Guangzhou Medical University has provided clinical standards and application scenarios, while South China University of Technology has integrated advanced technologies such as flexible wearable brain-computer interfaces and AI algorithms [2] Group 3: Application and Impact - The vehicle is designed for broad applicability, capable of conducting early screening for Alzheimer's in communities and nursing homes, providing rapid psychological assistance during emergencies, and offering mental health services in schools and workplaces [6] - It is expected to enhance early diagnosis rates for mental health issues and improve public psychological crisis intervention capabilities, promoting a more equitable distribution of medical resources [6]

Group 1 - The core point of the article is that Tongda Electric has completed a share reduction plan, with a total of approximately 210,000 shares reduced, accounting for about 0.06% of the company's total share capital [1] - The revenue composition for Tongda Electric in 2024 is reported, with the computer communication and other electronic equipment manufacturing sector accounting for 96.02% and other businesses making up 3.98% [1] - As of the report, Tongda Electric has a market capitalization of 4.8 billion yuan [1]

证券代码：603390 证券简称：通达电气 公告编号：2025-048 本公司董事会、全体董事及相关股东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： 董事持股的基本情况 本次减持计划实施前，广州通达汽车电气股份有限公司（以下简称"公司"） 董事劳中建先生持有公司股份 842,000 股，约占公司总股本的 0.239%，为首次公 开发行 A 股股票前（以下简称"IPO 前"）获得的股份。 减持计划的实施结果情况 公司于 2025 年 7 月 23 日披露了《董事、高级管理人员减持股份计划公告》 （公告编号：2025-041），劳中建先生因个人资金需求，计划根据市场价格情况， 自该公告披露之日起 15 个交易日后的 3 个月内，通过集中竞价方式减持其所持 有公司股份不超过 210,500 股，减持比例不超过公司总股本的 0.060%。 2025 年 8 月 29 日，公司收到劳中建先生《关于减持股份计划实施结果的告 知函》，截至该日收盘，劳中建先生通过集中竞价的方式累计减持公司股票 210,500 股，减持比例约为公司总股本的 0.0 ...

Core Viewpoint - Tongda Electric (603390.SH) announced the completion of a share reduction plan by director Lao Zhongjian, who reduced his holdings by 210,500 shares, accounting for approximately 0.060% of the company's total share capital [1] Summary by Relevant Sections - **Share Reduction Details** - Lao Zhongjian executed the share reduction through centralized bidding [1] - The total number of shares reduced is 210,500 [1] - The reduction represents about 0.060% of the company's total share capital [1] - **Completion of the Plan** - The share reduction plan has been fully implemented as of August 29, 2025 [1]

Core Viewpoint - Tongda Electric (603390) reported strong financial performance for the first half of 2025, with significant increases in revenue and net profit compared to the previous year [1]. Financial Performance - Total revenue for the first half of 2025 reached 421 million yuan, a year-on-year increase of 68.73% [1]. - Net profit attributable to shareholders was 31.73 million yuan, up 122.8% year-on-year [1]. - In Q2 2025, total revenue was 236 million yuan, reflecting an 85.97% increase year-on-year [1]. - Q2 net profit attributable to shareholders was 12.99 million yuan, a substantial increase of 425.41% year-on-year [1]. Key Financial Metrics - Gross margin improved to 27.34%, an increase of 2.52% year-on-year [1]. - Net margin rose to 7.44%, up 37.22% year-on-year [1]. - Total selling, administrative, and financial expenses amounted to 53.48 million yuan, accounting for 12.69% of revenue, a decrease of 23.87% year-on-year [1]. - Earnings per share increased to 0.09 yuan, a rise of 125.0% year-on-year [1]. - The company's cash flow per share was -0.01 yuan, a decrease of 115.85% year-on-year [1]. Accounts Receivable and Liabilities - Accounts receivable increased by 38.36% year-on-year, reaching 396 million yuan [1]. - Interest-bearing liabilities significantly decreased by 99.20%, down to 159,000 yuan [1]. Business Evaluation - The company's return on invested capital (ROIC) was 1.24% last year, indicating weak capital returns [3]. - Historical data shows a median ROIC of 10.48% since the company went public, with two years of losses [3]. - The business model relies heavily on research and marketing, necessitating further investigation into these drivers [3]. - The accounts receivable to profit ratio has reached 1545.76%, raising concerns about the company's receivables management [3].

Core Insights - The company Tongda Electric (603390.SH) reported a total operating revenue of 421 million yuan for the first half of 2025, an increase of 172 million yuan compared to the same period last year, marking a 68.73% year-on-year growth and achieving three consecutive years of increase [1] - The net profit attributable to shareholders reached 31.73 million yuan, up by 17.49 million yuan from the same period last year, reflecting a 122.80% year-on-year increase and also achieving three consecutive years of growth [1] Financial Performance - The company's latest asset-liability ratio stands at 12.78%, ranking 11th among disclosed peers [3] - The latest gross profit margin is 27.34%, placing the company 41st among disclosed peers [3] - The return on equity (ROE) is 1.98%, which is an increase of 1.08 percentage points compared to the same period last year [3] - The diluted earnings per share (EPS) is 0.09 yuan, an increase of 0.05 yuan from the same period last year, representing a 125.00% year-on-year growth and achieving three consecutive years of increase [3] - The total asset turnover ratio is 0.23 times, up by 0.09 times from the same period last year, marking a 64.65% year-on-year increase and three consecutive years of growth [3] - The inventory turnover ratio is 1.81 times, an increase of 0.41 times compared to the same period last year, reflecting a 28.84% year-on-year growth and three consecutive years of increase [3] Shareholder Structure - The number of shareholders is 43,200, with the top ten shareholders holding 229 million shares, accounting for 65.03% of the total share capital [3] - The largest shareholder, Xing Yingbiao, holds 33.37% of the shares, followed by Chen Lina with 29.12% [3]

Core Viewpoint - The company, Guangzhou Tongda Automotive Electric Co., Ltd., announced its 2025 semi-annual profit distribution plan, proposing a cash dividend of 0.50 yuan per 10 shares, amounting to a total distribution of approximately 17.58 million yuan, which represents 55.41% of the net profit attributable to the parent company for the first half of 2025 [5][23]. Company Overview - The company has a total share capital of 351,651,984 shares as of August 15, 2025 [5][23]. - The company does not plan to issue bonus shares or increase capital reserves during this dividend distribution [6]. Financial Data - As of June 30, 2025, the company's undistributed profits amounted to 234,182,330.04 yuan (unaudited) [5]. - The total cash dividend proposed is 17,582,599.20 yuan (including tax) [5][23]. Important Matters - The company will maintain the cash distribution amount per share even if there are changes in total share capital due to convertible bonds, share buybacks, or other corporate actions before the dividend record date [6][4]. - The board of directors has confirmed that the dividend distribution plan complies with the company's profit distribution policy and shareholder return plan [8][23]. Asset Impairment Provision - The company has proposed to recognize an asset impairment provision of 4.08 million yuan for the first half of 2025, which includes provisions for bad debts and inventory write-downs [10][25]. - The specific provisions include 2.95 million yuan for bad debts, -0.18 million yuan for contract assets, and 1.31 million yuan for inventory [11][12]. Fund Management - The company raised a total of 885.37 million yuan from its initial public offering, with a net amount of 818.05 million yuan after deducting fees [30]. - As of June 30, 2025, the company had 90.84 million yuan of unused raised funds remaining in the special account [34].