| 证券代码：603678 | 证券简称：火炬电子 | 公告编号：2023-061 | | --- | --- | --- | | 转债代码：113582 | 转债简称：火炬转债 | | 福建火炬电子科技股份有限公司 关于召开 2023 年半年度业绩说明会的公告 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。 重要提示: 会议召开时间：2023年8月29日（星期二）下午15:00-16:00 三、 参加人员 会议召开 地 点 ： 上海证券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于2023年8月22日(星期二)至8月28日(星期一)16:00前登录上 证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱investor@torch.cn 进行提问，公司将在说明会上对投资者普遍关注的问题进行回答。 福建火炬电子科技股份有限公司（以下简称"公司"）已于 2023 年 8 月 19 日发布公司 2023 年半年度报告 ...

福建火炬电子科技股份有限公司 关于独立董事对董事会审议的相关事项的 独立意见 一、关于 2023 年半年度募集资金存放与实际使用情况专项报告的独立意见 经审查，我们认为：公司 2023 年半年度募集资金的存放与使用符合《上市 公司监管指引第 2 号—上市公司募集资金管理和使用的监管要求》《上海证券交 易所上市公司自律监管指引第 1 号—规范运作》等法律法规的有关规定，公司对 募集资金进行了专户存储和专项使用，不存在变相改变募集资金投向和损害股东 利益的情况，亦不存在违规使用募集资金的情形。公司编制的募集资金专项报告 如实反映了公司 2023 年半年度募集资金的存放和实际使用情况。 （以下无正文） 福建火炬电子科技股份有限公司 独立董事：林涛、吴金平、童锦治 2023 年 8 月 19 日 根据《福建火炬电子科技股份有限公司章程》及《公司独立董事制度》的有 关规定，我们作为福建火炬电子科技股份有限公司（以下简称"公司"）的独立 董事，在认真审阅了有关资料和听取有关人员汇报的基础上，对公司第六届董事 会第六次会议审议的相关事项发表如下独立意见： ...

福建火炬电子科技股份有限公司 证券投资及金融衍生品交易管理制度 本制度所称金融衍生品交易业务，是指除期货交易以外的，以互换合约、远 期合约和非标准化期权合约及其组合为交易标的的交易活动，包括但不限于远期 结售汇、外汇掉期、外汇期权、利率互换、利率掉期、利率期权及其组合产品等。 衍生品的基础资产既可以是证券、指数、利率、汇率、货币标的，也可以是上述 标的的组合。 第三条 本制度适用于公司及控股子公司（含全资子公司，以下简称"子公 司"），未经公司批准，子公司不得进行证券投资及金融衍生品交易。 第二章 业务操作原则 第四条 公司的证券投资与金融衍生品交易应当遵循合法、审慎、安全、有 效的原则，建立健全内控制度，控制投资风险。公司应当分析投资的可行性与必 要性，制定严格的决策程序、报告制度和监控措施，明确授权范围、操作要点与 - 1 - 信息披露等具体要求，并根据公司的风险承受能力确定投资规模及期限。 公司董事会应当持续跟踪证券投资与金融衍生品交易的执行进展和投资安 全状况，如出现投资发生较大损失等异常情况的，应当立即采取措施并按规定履 行披露义务。 （经公司第六届董事会第六次会议批准生效） 第一章 总则 第一条 ...

上海证券交易所 纪律处分决定书 〔2023〕96 号 关于对福建火炬电子科技股份有限公司 控股股东蔡明通及其一致行动人蔡劲军 予以通报批评的决定 当事人： 蔡明通，福建火炬电子科技股份有限公司控股股东； 蔡劲军，福建火炬电子科技股份有限公司控股股东的一致行 动人。 -1- ──────────────────────── 经查明，截至 2016 年 3 月 7 日，福建火炬电子科技股份有 限公司（以下简称火炬电子或公司）控股股东蔡明通及其一致行 动人蔡劲军、蔡某某（以下简称蔡明通及其一致行动人）合计持 有公司股份 85,700,312 股，占公司总股本的 51.50%。其中，蔡 明通持有公司股份 74,469,136 股，占公司总股本的 44.75%；蔡 劲军持有公司股份 10,905,032 股，占公司总股本的 6.55%；蔡某 某持有公司股份 326,144 股，占公司总股本的 0.20%。 2016 年 3 月 8 日至 2021 年 7 月 1 日，蔡明通及其一致行动 人经主动减持和被动稀释，持股比例从 51.50%降为 41.63%，累 计变动股份占公司总股本的 9.871%。其中，2016 年 3 ...

证券代码：603678 证券简称：火炬电子 公告编号：2023-031 转债代码：113582 转债简称：火炬转债 福建火炬电子科技股份有限公司 关于参加福建辖区上市公司 2023 年投资者 网上集体接待日活动的公告 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： 活动召开时间：2023年5月15日（星期一）16:00-17:30 活动召开地点："全景路演"网站（https://rs.p5w.net）、"全景财经" 微信公众号、"全景路演"APP 活动召开方式：网络在线互动 为进一步加强与投资者的互动交流，福建火炬电子科技股份有限公司（以下简 称"公司"）将参加由福建证监局、福建省上市公司协会与深圳市全景网络有限公 司联合举办的"2023年福建辖区上市公司投资者网上集体接待日活动"，现将相关 事项公告如下： 一、活动类型 本次活动以网络方式召开，届时公司高管将在线就公司2022年度及2023年第 一季度业绩、公司治理、发展战略、经营状况、可持续发展等投资者关心的问题与 投资者进行沟通与交流，在信息披露允许的范围 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥641,503,752.91, representing a decrease of 23.90% compared to the same period last year[6]. - The net profit attributable to shareholders was ¥126,369,484.01, down 34.83% year-on-year[6]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥122,560,846.93, a decrease of 34.99% compared to the previous year[6]. - The basic earnings per share were ¥0.28, reflecting a decline of 33.76% year-on-year[7]. - The diluted earnings per share were ¥0.27, down 34.09% compared to the same period last year[7]. - Net profit for the first quarter was ¥127,592,294.39, down 35.2% from ¥196,766,330.50 in the previous year[27]. - Operating profit decreased from ¥234,260,520.10 to ¥149,770,820.60, a decline of approximately 36.0%[27]. - The gross profit margin for Q1 2023 was approximately 23%, compared to 29% in Q1 2022, indicating a decline in profitability[47]. - Basic earnings per share for Q1 2023 were 0.28, down from 0.42 in Q1 2022, reflecting the impact of reduced revenue[49]. Cash Flow and Liquidity - The net cash flow from operating activities was ¥428,688,651.72, an increase of 76.71% year-on-year[6]. - The net increase in cash and cash equivalents was ¥26,640,560.91, slightly up from ¥26,613,553.17 in the previous period[30]. - In Q1 2023, the company reported cash inflows from operating activities of CNY 1,018,470,662.06, an increase from CNY 997,760,240.20 in Q1 2022, reflecting a growth of approximately 2.7%[57]. - The cash paid for operating activities totaled CNY 589,782,010.34, down from CNY 755,163,468.02 in the previous year, indicating a decrease of approximately 22%[58]. - The net cash outflow from investing activities was CNY -310,443,628.01, compared to CNY -422,990,814.27 in the same period last year, indicating an improvement of about 26.6%[58]. - The net cash flow from financing activities was CNY -88,173,573.17, a significant decrease from CNY 208,384,435.99 in Q1 2022, showing a change of approximately 142.3%[58]. Assets and Liabilities - The total assets at the end of the reporting period were ¥7,499,950,362.76, a decrease of 0.55% from the end of the previous year[7]. - Total liabilities decreased from ¥2,076,224,879.17 to ¥1,913,100,056.71, a reduction of approximately 7.9%[24]. - Total assets amounted to approximately CNY 7.54 billion, with a slight decrease of CNY 3.98 million compared to the previous period[61]. - The total liabilities decreased to 4.57 billion from 4.71 billion, indicating improved financial stability[44]. - The total amount of current liabilities decreased from ¥1,129,473,684.15 to ¥946,004,954.72, a decrease of about 16.2%[24]. - The company's total equity attributable to shareholders was CNY 5,281,291,462.39, which is nearly unchanged from CNY 5,281,369,028.81, reflecting a minimal decrease of approximately 0.0004%[54]. Strategic Investments and Business Adjustments - The company acquired a 36% stake in Xiamen Chip One Integrated Circuit Co., Ltd. to expand into new business areas[16]. - The company plans to invest ¥100 million in its wholly-owned subsidiary, with ¥50 million allocated to Xiamen Chip One for capital increase[16]. - The company has completed the liquidation and deregistration of its wholly-owned subsidiary, Quanzhou Zijin Investment Co., Ltd., to optimize its asset and business structure[19]. - The company acquired a 51.01% stake in Xiamen Chip Generation for 174 million through equity acquisition and capital increase, which will be included in the consolidated financial statements[39]. - The company plans to optimize resource allocation by deregistering wholly-owned subsidiaries as part of its strategic adjustments[41]. - The company is focused on expanding its market presence and enhancing product development strategies[63]. Operational Efficiency - Total operating costs for Q1 2023 were 493.55 million, down from 608.20 million in Q1 2022, reflecting a cost reduction strategy[47]. - Research and development expenses increased to 22.47 million in Q1 2023, up from 20.38 million in Q1 2022, highlighting a focus on innovation[47]. - The company reported a credit impairment loss of ¥1,069,072.78, compared to a gain of ¥683,292.94 in the previous year[27]. - The company's capital reserve decreased from ¥1,305,373,950.67 to ¥1,293,779,782.77, a decline of approximately 0.9%[24]. - Cash and cash equivalents at the end of the period were ¥837,778,698.88, compared to ¥941,474,548.08 at the end of the previous period, indicating a decrease of 11.0%[30].

| 证券代码：603678 | 证券简称：火炬电子 | 公告编号：2023-018 | | --- | --- | --- | | 转债代码：113582 | 转债简称：火炬转债 | | 福建火炬电子科技股份有限公司 2022 年度业绩暨现金分红说明会预告公告 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。 重要提示: 会议召开时间：2023年3月31日（星期五）下午16:00-17:00 会议召开 地 点 ： 上海证券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于2023年3月22日(星期三)至3月30日(星期四)16:00前登录上 证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱investor@torch.cn 进行提问，公司将在说明会上对投资者普遍关注的问题进行回答。 福建火炬电子科技股份有限公司（以下简称"公司"）已于 2023 年 3 月 22 日发布公司 2022 年度报告，为便于广大投资者更全 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥876,084,184.86, a decrease of 26.06% compared to the same period last year[6]. - The net profit attributable to shareholders for Q3 2022 was ¥221,393,211.90, down 4.17% year-on-year[6]. - The basic earnings per share for Q3 2022 was ¥0.49, a decrease of 3.92% compared to the same period last year[9]. - Total operating revenue for the first three quarters of 2022 was ¥2,836,391,241.02, a decrease of approximately 21.2% compared to ¥3,596,763,098.63 in the same period of 2021[31]. - Net profit for the third quarter of 2022 was ¥737,137,139.98, compared to ¥803,673,791.49 in the same quarter of 2021, indicating a decline of approximately 8.3%[38]. - Total comprehensive income amounted to ¥766,440,096.02, a decrease from ¥803,391,169.08 in the previous year, representing a decline of approximately 4.6%[40]. Assets and Liabilities - The total assets at the end of the reporting period were ¥7,524,291,159.11, an increase of 8.41% from the end of the previous year[9]. - The company's total liabilities increased to ¥2,153,989,558.25 in 2022 from ¥2,118,729,452.33 in 2021, representing a growth of about 1.7%[31]. - Current liabilities totaled CNY 1,217.48 million, down from CNY 1,516.81 million in the previous year[29]. - The total equity attributable to shareholders of the parent company rose to ¥5,189,975,331.09 in 2022, up from ¥4,676,774,780.56 in 2021, marking an increase of approximately 10.9%[31]. - The company's total assets reached ¥7,524,291,159.11 in 2022, compared to ¥6,940,424,803.25 in 2021, representing an increase of approximately 8.4%[31]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥539,297,667.37, an increase of 130.74% compared to the same period last year[9]. - Cash inflow from operating activities totaled ¥2,947,682,731.62, down from ¥3,682,132,319.66, reflecting a decrease of approximately 20%[40]. - Cash outflow from operating activities was ¥2,408,385,064.25, compared to ¥3,448,407,154.74 in the previous year, showing a reduction of about 30%[43]. - Cash flow from investing activities showed a net outflow of ¥580,083,514.69, worsening from a net outflow of ¥231,079,584.73 in the previous year[43]. - Cash flow from financing activities resulted in a net outflow of ¥59,529,841.41, compared to a net inflow of ¥80,434,809.53 last year[43]. - The ending balance of cash and cash equivalents was ¥827,581,219.50, down from ¥874,556,634.41 in the previous year, indicating a decrease of approximately 5.4%[43]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 33,271[14]. - The largest shareholder, Cai Mingtong, holds 166,485,440 shares, representing 36.20% of the total shares[14]. Segment Performance - In the first three quarters of 2022, the company's self-produced components segment generated revenue of CNY 1,258.26 million, a year-on-year increase of 7.76%[18]. - The parent company, Torch Electronics, achieved operating revenue of CNY 1,097.12 million, up 5.51% year-on-year, with a net profit of CNY 609.56 million, reflecting a growth of 10.14%[18]. - The new materials segment reported revenue of CNY 64.42 million, a decline of 32.54% compared to the same period last year[20]. - The international trade business saw revenue of CNY 1,499.50 million, down 35.66% year-on-year due to weak demand in the consumer electronics market[20]. Investments and Acquisitions - The company completed a share buyback of 761,269 shares, accounting for 0.17% of the total share capital, with a total expenditure of CNY 34.99 million[21]. - The company and its subsidiary established an industrial investment fund with a total subscription amount of CNY 250.10 million, with the company contributing CNY 50 million[22]. - The acquisition of a 29% minority stake in Japan's泉源株式会社 was completed for a total consideration of JPY 15.19 million[23]. Research and Development - Research and development expenses for the third quarter of 2022 were ¥73,630,479.53, compared to ¥68,039,929.28 in the same quarter of 2021, reflecting an increase of about 8.5%[34]. Government Support - The company received government subsidies amounting to ¥18,086,137.10 during the reporting period[10]. Financial Ratios - The weighted average return on equity for Q3 2022 was 4.36%, a decrease of 0.91 percentage points year-on-year[9]. - The company reported a decrease in non-recurring gains and losses, with a total of ¥12,795,526.15 for the reporting period[10]. - The deferred income increased significantly to ¥153,066,865.51 in 2022 from ¥72,712,445.98 in 2021, showing an increase of about 109.8%[31]. - The company reported a decrease in financial expenses to ¥29,510,955.46 in the third quarter of 2022 from ¥18,443,238.80 in 2021, indicating a rise of approximately 60.1%[34]. - Basic earnings per share decreased to ¥1.57 from ¥1.71, a decline of approximately 8.2%[40]. - Diluted earnings per share also fell to ¥1.52 from ¥1.65, representing a decrease of about 7.9%[40].

Financial Performance - The company's operating revenue for the first half of 2022 was ¥1,960,307,056.16, a decrease of 18.73% compared to ¥2,411,964,144.65 in the same period last year[20] - The net profit attributable to shareholders of the listed company was ¥496,405,978.07, down 9.85% from ¥550,637,925.11 in the previous year[20] - The net profit after deducting non-recurring gains and losses was ¥484,380,689.73, a decrease of 10.63% compared to ¥542,008,336.48 in the same period last year[20] - Basic earnings per share for the first half of 2022 were ¥1.08, a decrease of 10.00% from ¥1.20 in the same period last year[23] - The weighted average return on net assets decreased by 3.1 percentage points to 10.22% from 13.32% in the previous year[23] - The company achieved total operating revenue of CNY 1,960.31 million, a year-on-year decrease of 18.73%[46] - Net profit attributable to shareholders of the parent company was CNY 496.41 million, down 9.85% year-on-year[46] - The total profit for the first half of 2022 was approximately ¥608.38 million, compared to ¥676.09 million in the first half of 2021, indicating a decline of about 10.00%[186] Cash Flow and Investments - The net cash flow from operating activities increased by 35.11% to ¥517,928,549.20 from ¥383,342,133.12 in the previous year[20] - The company received increased government subsidies and reduced cash payments for procurement, contributing to the increase in net cash flow from operating activities[23] - Operating cash inflow for the first half of 2022 was CNY 2,074,327,834.96, a decrease of 21.6% from CNY 2,646,559,747.29 in the first half of 2021[193] - Investment cash outflow totaled CNY 489,951,565.49, significantly higher than CNY 137,824,184.00 in the previous year, resulting in a net cash flow from investment activities of -CNY 430,104,265.14[195] - Cash inflow from financing activities was CNY 787,022,983.31, compared to CNY 624,358,349.66 in the first half of 2021, while net cash flow from financing activities decreased to -CNY 120,382,024.59[195] Assets and Liabilities - The total assets at the end of the reporting period were ¥7,358,166,349.34, an increase of 6.02% from ¥6,940,424,803.25 at the end of the previous year[20] - The net assets attributable to shareholders of the listed company increased by 6.03% to ¥4,958,881,784.14 from ¥4,676,774,780.56 at the end of the previous year[20] - The company's total assets increased to ¥7,358,166,349.34 from ¥6,940,424,803.25, representing a growth of approximately 6% year-over-year[172] - The total liabilities amounted to ¥2,241,764,147.68, compared to ¥2,118,729,452.33, marking an increase of approximately 5.8%[172] - Long-term borrowings rose significantly to ¥328,484,200.00 from ¥111,578,250.00, reflecting an increase of about 194%[172] Research and Development - R&D investment reached CNY 46.35 million, an increase of 15.80% compared to the previous year[49] - The company has 292 patents, including 63 invention patents, indicating a strong focus on R&D and innovation[40] - The company has been recognized as a key high-tech enterprise under the National Torch Program, emphasizing its commitment to innovation[40] - Research and development expenses increased to ¥46,346,820.30 from ¥40,024,578.12, marking an increase of about 15.83%[180] Market and Competitive Landscape - The MLCC market in China is expected to reach ¥53.3 billion by 2023, with a compound annual growth rate (CAGR) of 5%[35] - The special MLCC market in China grew from ¥2.1 billion in 2016 to ¥3.6 billion in 2021, with a CAGR of 11.4%[34] - The company faces risks related to fluctuations in downstream market demand, particularly for capacitors, which are essential in various industries[73] - The competitive landscape poses risks as domestic capacitor manufacturers may struggle against established international firms unless they enhance investment and product structure[74] Environmental Compliance - Environmental compliance is a priority, with the company classified as a key pollutant discharge unit, managing wastewater and emissions from its electroplating processes[85] - The company has constructed a lead-containing wastewater treatment facility with a processing capacity of 5 tons per day[88] - The company has implemented automatic upgrades to its environmental protection facilities, significantly reducing personnel and energy costs while improving pollutant removal efficiency[95] - The company has not faced any administrative penalties due to environmental issues during the reporting period[91] Shareholder and Corporate Governance - The company did not propose any profit distribution plan or capital reserve transfer to increase share capital during the reporting period[7] - The company has committed to avoiding any business competition with Tianji Technology to protect shareholder interests[97] - The company will not transfer or manage its shares in Tianji Technology during the lock-up period and will not propose a buyback of those shares[100] - The company guarantees that there will be no fraudulent issuance of shares during Tianji Technology's public offering[106]

Financial Performance - The company's operating revenue for Q1 2022 was ¥842,925,014.79, a decrease of 26.92% compared to the same period last year[6]. - Net profit attributable to shareholders was ¥193,911,509.50, down 24.89% year-on-year[6]. - The net profit after deducting non-recurring gains and losses was ¥188,513,276.26, a decrease of 26.12% year-on-year[6]. - Basic earnings per share were ¥0.42, down 24.52% compared to the same period last year[6]. - Total operating revenue for Q1 2022 was ¥842,925,014.79, a decrease of 26.9% compared to ¥1,153,374,099.02 in Q1 2021[31]. - Net profit for Q1 2022 was ¥196,766,330.50, a decline of 24.6% from ¥261,029,930.92 in Q1 2021[33]. - Basic earnings per share for Q1 2022 were ¥0.42, compared to ¥0.56 in Q1 2021, reflecting a decrease of 25%[33]. - Total comprehensive income for Q1 2022 was ¥197,613,392.06, down 24.7% from ¥262,565,591.03 in Q1 2021[33]. Cash Flow and Assets - The net cash flow from operating activities increased significantly by 707.60% to ¥242,596,772.18[6]. - Cash flow from operating activities for Q1 2022 was ¥242,596,772.18, significantly higher than ¥30,039,063.12 in Q1 2021[36]. - The company reported a cash balance of approximately 948.83 million yuan, an increase from 922.21 million yuan at the end of 2021[22]. - Total current assets as of March 31, 2022, amounted to approximately 4.64 billion yuan, slightly increasing from 4.64 billion yuan at the end of 2021[25]. - Non-current assets totaled approximately 2.61 billion yuan, an increase from 2.30 billion yuan at the end of 2021[25]. - Total assets reached approximately 7.25 billion yuan, compared to 6.94 billion yuan at the end of 2021[25]. - Total liabilities amounted to approximately 2.24 billion yuan, up from 2.12 billion yuan at the end of 2021[27]. - The company's equity attributable to shareholders increased to approximately 4.87 billion yuan from 4.68 billion yuan at the end of 2021[27]. Government Support and Pandemic Impact - The company received government subsidies totaling ¥83,900,000, which were recorded as deferred income[16]. - The impact of the COVID-19 pandemic led to delays in product acceptance and settlement, contributing to the decline in revenue[16]. - The company aims to actively promote demand recovery following the pandemic while ensuring ongoing epidemic prevention measures[16]. Share Repurchase - The company has repurchased a total of 648,100 shares, accounting for 0.14% of the total share capital, with a total expenditure of approximately 29.99 million yuan[18][20]. - The repurchase price ranged from a maximum of 52.50 yuan per share to a minimum of 43.05 yuan per share[20]. - The company plans to continue its share repurchase program until March 14, 2023, with a total budget of 30 million to 50 million yuan[17]. Expenses and Financial Activities - Total operating costs for Q1 2022 were ¥608,204,953.65, down 26.9% from ¥833,106,305.05 in Q1 2021[31]. - Research and development expenses for Q1 2022 increased to ¥20,380,820.54, up 35.6% from ¥15,043,142.21 in Q1 2021[31]. - Sales expenses for Q1 2022 were ¥25,534,288.02, slightly up from ¥25,130,749.14 in Q1 2021[31]. - The company reported a decrease in tax expenses to ¥37,008,950.53 in Q1 2022 from ¥54,638,108.61 in Q1 2021, a reduction of 32.5%[33]. Cash Flow from Financing and Investing Activities - Net cash flow from investing activities was -$422.99 million, a decrease from -$65.03 million in the previous period[38]. - Cash inflow from financing activities totaled $483.56 million, compared to $286.32 million in the prior period[38]. - Net cash flow from financing activities was $208.38 million, up from $44.13 million year-over-year[38]. - Cash outflow from financing activities was $275.17 million, compared to $242.19 million in the previous period[38]. - Cash outflow from investing activities was $439.30 million, a significant increase from $66.35 million previously[38]. - Cash received from borrowings was $483.56 million, compared to $244.19 million in the prior period[38]. - Cash paid for debt repayment was $254.15 million, an increase from $163.71 million in the previous period[38].