重要内容提示 一、监事会会议召开情况 本公司监事会及全体监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个别及连带责任。 | 证券代码：603730 | 证券简称：岱美股份 | 公告编号：2023-064 | | --- | --- | --- | | 债券代码：113673 | 债券简称：岱美转债 | | 上海岱美汽车内饰件股份有限公司 第六届监事会第六次会议决议公告 上海岱美汽车内饰件股份有限公司（以下简称"公司"）第六届监事会第六 次会议的书面通知于 2023 年 8 月 11 日以电子邮件及专人送达方式发出，会议 于 2023 年 8 月 17 日以现场表决的方式召开。应参加表决监事 3 名，实际参加 会议监事 3 名，会议由监事会主席陆备军先生主持。会议的召开符合《公司法》 和《公司章程》的规定。 二、监事会会议审议情况 1、审议并通过了《关于使用闲置募集资金暂时补充流动资金的议案》 表决结果：3 票赞成，0 票反对，0 票弃权 具 体 内 容 详 见 与 本 公 告 同 时 披 露 于 上 海 证 券 交 易 所 网 站 （www.sse.co ...

中信建投证券股份有限公司 关于上海岱美汽车内饰件股份有限公司 使用闲置募集资金暂时补充流动资金的核查意见 中信建投证券股份有限公司（以下简称"中信建投"或"保荐人"）为上海 岱美汽车内饰件股份有限公司（以下简称"岱美股份"、"公司"）向不特定对象 发行可转换公司债券（以下简称"本次发行"）的保荐人，根据《证券发行上市 保荐业务管理办法》《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》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律 监管指引第 1 号——规范运作》等相关法律、法规和规范性文件的规定，对公司 使用闲置募集资金暂时补充流动资金事项进行了审慎核查，具体核查情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意上海岱美汽车内饰件股份有限公司 向不特定对象发行可转换公司债券注册的批复》（证监许可〔2023〕1273 号）， 公司获准向不特定对象发行可转换公司债券 907.939 万张，每张面值为人民币 100.00 元，募集资金总额为 90,793.90 万元，扣除发行费用 1,094.92 万元（不含 增值税）后实际收到的金额为 89,698.98 万 ...

重要内容提示 ●上海岱美汽车内饰件股份有限公司（以下简称"岱美股份"或"公司"）拟 使用募集资金 62,698.98 万元向岱美墨西哥汽车内饰件有限公司（以下简称"岱 美墨西哥"）增资；拟使用募集资金 5,000.00 万元向舟山市银岱汽车零部件有限 公司（以下简称"舟山银岱"）增资。 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意上海岱美汽车内饰件股份有限公司 向不特定对象发行可转换公司债券注册的批复》（证监许可〔2023〕1273 号）， 公司获准向不特定对象发行可转换公司债券 907.939 万张，每张面值为人民币 100.00 元，募集资金总额为 90,793.90 万元，扣除发行费用 1,094.92 万元（不 含增值税）后实际收到的金额为 89,698.98 万元。上述募集资金到位情况已经立 信会计师事务所（特殊普通合伙）验证，并由其出具《验资报告》（信会师报字 （2023）第 ZF11051 号）。 | 证券代码：603730 | 证券简称：岱美股份 公告编号：2023-067 | | --- | --- | | 债券代码：113673 | 债券简称：岱美转债 | 上海岱美汽车内饰件 ...

中信建投证券股份有限公司 关于上海岱美汽车内饰件股份有限公司 单位：万元 使用部分闲置募集资金进行现金管理的核查意见 中信建投证券股份有限公司（以下简称"中信建投"或"保荐人"）为上海 岱美汽车内饰件股份有限公司（以下简称"岱美股份"、"公司"）向不特定对象 发行可转换公司债券（以下简称"本次发行"）的保荐人，根据《中华人民共和 国公司法》《中华人民共和国证券法》《证券发行上市保荐业务管理办法》《上海 证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号—— 规范运作》《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》等有关规定，对岱美股份使用部分闲置募集资金进行现金管理事项进行了 审慎核查，具体核查情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意上海岱美汽车内饰件股份有限公司 向不特定对象发行可转换公司债券注册的批复》（证监许可〔2023〕1273 号）， 公司获准向不特定对象发行可转换公司债券 907.939 万张，每张面值为人民币 100.00 元，募集资金总额为 90,793.90 万元，扣除发行费用 1,094.92 万元（不含 增值税） ...

中信建投证券股份有限公司 关于上海岱美汽车内饰件股份有限公司 使用募集资金向全资子公司增资的核查意见 上海岱美汽车内饰件股份有限公司（以下简称"岱美股份"或"公司"）于2023 年8月17日召开第六届董事会第六次会议、第六届监事会第六次会议，审议通过了 《关于使用募集资金向全资子公司增资的议案》，鉴于公司将全资子公司岱美墨西 哥汽车内饰件有限公司及舟山市银岱汽车零部件有限公司作为募投项目实施主体， 董事会同意公司使用募集资金向实施主体增资，用于实施募投项目。 中信建投证券股份有限公司（以下简称"中信建投"或"保荐人"）作为岱美 股份保荐人及持续督导机构，根据《上海证券交易所股票上市规则》《上海证券交 易所上市公司自律监管指引第1号——规范运作》等相关法律、法规和规范性文件 的规定，对岱美股份本次使用募集资金向募投项目实施主体增资以实施募投项目的 事项进行了专项核查，并发表如下意见： 二、本次使用募集资金向募投项目实施主体增资以实施募投项目情况 （一）墨西哥汽车内饰件产业基地建设项目 岱美墨西哥汽车内饰件有限公司作为募投项目"墨西哥汽车内饰件产业基地建 设项目"的实施主体，系公司的全资子公司。为便于该募投项目有 ...

Financial Performance - In 2022, the company's operating revenue reached ¥5,145,797,058.61, representing a year-on-year increase of 22.27% compared to ¥4,208,711,793.26 in 2021[3] - The net profit attributable to shareholders of the listed company for 2022 was ¥569,811,537.05, a 36.95% increase from ¥416,068,688.44 in 2021[3] - The company's total assets as of the end of 2022 amounted to ¥5,818,302,122.29, reflecting a 10.82% increase from ¥5,250,201,439.08 at the end of 2021[6] - The net cash flow from operating activities for 2022 was ¥244,447,608.01, a significant increase of 226.09% compared to ¥74,962,824.56 in 2021[6] - The basic earnings per share for 2022 was ¥0.61, up 38.64% from ¥0.44 in 2021[6] - The weighted average return on net assets for 2022 was 13.92%, an increase of 3.29 percentage points from 10.63% in 2021[6] - The company reported non-recurring gains and losses totaling ¥30,831,906.38 for 2022, compared to ¥71,245,834.68 in 2021[11] - The net assets attributable to shareholders at the end of 2022 were ¥4,261,296,346.52, a 6.96% increase from ¥3,983,974,785.55 at the end of 2021[6] Market Overview - In 2022, the global automotive market experienced a decline in sales by 1.3%, with total sales approximately 81.63 million vehicles[20] - China's automotive production and sales reached 27,021,000 and 26,864,000 units respectively, with year-on-year growth of 3.4% and 2.1%[21] - The production and sales of new energy vehicles in China surged to 7,058,000 and 6,887,000 units, representing a year-on-year increase of 96.9% and 93.4% respectively, achieving a market share of 25.6%[21] - The company anticipates a stable growth trend in the automotive market for 2023, with total sales expected to reach 27.6 million units, a 3% increase year-on-year[101] - The automotive industry is shifting towards electrification, connectivity, intelligence, and sharing, creating new opportunities for component manufacturers[100] Research and Development - The company focuses on R&D and production of automotive interior components, establishing a strong presence in global markets including the US, France, and Mexico[22] - The company has developed partnerships with major automotive manufacturers such as Tesla, BMW, and Ford, ensuring a stable customer base[24] - The company has established a strong brand image in technology R&D, product quality, and after-sales support, exporting automotive components to North America, Europe, and Asia-Pacific markets[40] - The company has a well-experienced R&D team capable of synchronous development with major automotive manufacturers, enhancing its competitive edge[43] - Research and development expenses rose to RMB 207.57 million, reflecting a 10.88% increase as the company intensified its innovation efforts[56] Production and Operations - The company has established production bases in the U.S., France, and Mexico to meet the growing demand for automotive components in overseas markets[47] - The company has built a global marketing and service network covering 18 countries, enhancing its product delivery capabilities[47] - The company has implemented a standardized product management system, improving efficiency and reducing costs in product design and manufacturing[48] - The company has a strong mold development capability, utilizing advanced CNC processing centers for mold design and manufacturing[44] - The company has established an advanced testing laboratory to ensure product quality through comprehensive inspection processes[46] Financial Management - The company reported a significant increase in foreign exchange gains due to the appreciation of the US dollar against the RMB, impacting financial expenses positively[55] - The company implemented a flat management structure to enhance decision-making efficiency and responsiveness to market changes[52] - The company plans to continue expanding its market presence and investing in new product development to drive future growth[52] - The company faces increased production cost management difficulties due to rising prices of key raw materials, which may adversely affect profitability stability[143] - The company acknowledges risks related to cyclical fluctuations in the automotive industry, which are closely tied to macroeconomic conditions[141] Governance and Management - The company completed the election of the sixth board of directors and supervisory board on February 1, 2023, with terms lasting until February 1, 2026[112] - The new board consists of 6 members, including 4 non-independent directors and 2 independent directors[112] - The company appointed Jiang Ming as President and Ye Chunlei as Vice President, effective from February 1, 2023[112] - The company has established specialized committees, including an audit committee and a strategic committee, with members listed[122] - The company has implemented a robust governance framework, ensuring compliance with relevant laws and regulations, and maintaining transparency in shareholder communications[149] Shareholder Information - The company plans to distribute a cash dividend of 5.00 CNY per 10 shares, totaling 470,870,078.50 CNY, and to increase its share capital by 3.5 shares for every 10 shares held, raising total shares from 941,740,157 to 1,271,349,212[157] - The total pre-tax remuneration for Chairman Jiang Yintai was 1,035,300 RMB, while Vice Chairman Jiang Ming received 1,057,700 RMB[104] - The total remuneration paid to all directors, supervisors, and senior management for the year 2022 amounted to 6.1195 million yuan[117] - The total number of shares held by the company’s employees increased from 177,359,218 to 229,332,179, representing a net increase of 51,972,961 shares during the reporting period[107] Risks and Challenges - The company acknowledges various operational risks, including those related to market demand and regulatory changes, which are detailed in the management discussion section of the report[159] - The company emphasizes strict quality control throughout the production process, but faces potential compensation risks if product defects lead to recalls[144] - Export activities are significantly impacted by potential anti-dumping measures, tariffs, or currency fluctuations, particularly with a high export ratio to the U.S.[145] - The company's major clients include leading global automakers such as Bentley, Porsche, and Tesla, indicating a high customer concentration risk; a decline in demand from these clients could negatively impact financial performance[143]

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,372,067,041.60, representing a year-on-year increase of 22.07%[6] - The net profit attributable to shareholders of the listed company was ¥153,819,499.64, an increase of 7.37% compared to the same period last year[6] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥137,903,839.02, reflecting a growth of 2.11% year-on-year[6] - The basic and diluted earnings per share were both ¥0.16, an increase of 6.67% year-on-year[9] - The weighted average return on equity was 3.55%, an increase of 0.02 percentage points compared to the end of the previous year[9] - The company reported a net profit margin improvement, with net profit for Q1 2023 expected to reflect the growth in revenue and controlled costs[30] - The company's net profit for Q1 2023 was $153.82 million, an increase of 7.5% compared to $143.26 million in Q1 2022[34] - Operating profit for Q1 2023 reached $178.94 million, slightly up from $171.57 million in the same period last year, reflecting a growth of 4.5%[34] - Total revenue from operating activities in Q1 2023 was $1.30 billion, compared to $1.22 billion in Q1 2022, indicating a year-over-year increase of approximately 6.4%[40] Cash Flow and Financial Position - The net cash flow from operating activities was -¥297,451,686.35, a decrease of 314.61% compared to the previous year[6] - The cash flow from operating activities showed a net outflow of $297.45 million in Q1 2023, contrasting with a net inflow of $138.60 million in Q1 2022[40] - Net cash flow from financing activities was $144,517,500, an increase from $53,542,750 in the previous period, indicating a significant improvement in financing operations[42] - The total cash and cash equivalents at the end of the period decreased to $471,167,602.43 from $974,615,475.86, reflecting a net decrease of $24,525,426.24[42] - The cash and cash equivalents decreased to RMB 477,014,480.12 from RMB 497,505,121.16, a decline of 4.99%[25] - Cash outflows from financing activities totaled $205,482,500, compared to $136,535,995.36 previously, showing an increase in financing costs[42] Assets and Liabilities - Total assets at the end of the reporting period were ¥5,997,413,098.61, up 3.08% from the end of the previous year[9] - The total assets as of March 31, 2023, amounted to RMB 5,997,413,098.61, compared to RMB 5,818,302,122.29 at the end of 2022, indicating an increase of 3.07%[28] - The total liabilities as of March 31, 2023, were RMB 1,598,076,422.78, up from RMB 1,557,005,775.77 at the end of 2022, representing a growth of 2.71%[28] - The equity attributable to shareholders of the listed company was ¥4,399,336,675.83, an increase of 3.24% year-on-year[9] Expenses - The total operating costs for Q1 2023 were RMB 1,203,500,186.24, up from RMB 960,175,494.97 in Q1 2022, reflecting a growth of 25.38%[30] - The company reported a significant increase in R&D expenses, totaling $50.65 million in Q1 2023, up from $41.07 million in Q1 2022, representing a rise of 23.3%[34] - Financial expenses surged to $38.74 million in Q1 2023, compared to $8.72 million in Q1 2022, marking an increase of 344.5%[34] - The company recorded a significant increase in sales expenses, which rose to $24.28 million in Q1 2023 from $20.29 million in Q1 2022, an increase of 19.8%[34] Shareholder Information - The total number of common shareholders at the end of the reporting period was 7,028, with the largest shareholder holding 56.37% of the shares[13] Other Comprehensive Income - The company reported a decrease in other comprehensive income, with a net amount of -$15.78 million in Q1 2023 compared to -$0.59 million in Q1 2022[36] - The total comprehensive income for Q1 2023 was $138.04 million, slightly down from $142.67 million in Q1 2022, indicating a decrease of 3.5%[36] Non-Recurring Gains and Losses - Non-recurring gains and losses for the period totaled ¥15,915,660.62, with government subsidies included amounting to ¥6,649,462.37[10] Accounting Standards - The company did not apply new accounting standards or interpretations for the current financial statements, ensuring consistency in reporting[42]

投资者可于2023年5月9日(星期二)16:00前通过公司邮箱IR@daimay.com 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。 上海岱美汽车内饰件股份有限公司（以下简称"公司"）将于 2023 年 4 月 29 日发布公司《2022 年年度报告》和《2023 年第一季度报告》，为便于广大投资 者更全面深入地了解公司经营成果、财务状况，公司计划于 2023 年 5 月 10 日 下午 15:00-17:00 参加"2023 年上海辖区上市公司年报集体业绩说明会"活动， 就投资者关心的问题进行交流。现将有关事项公告如下： 一、 说明会类型 本次业绩说明会将采用网络文字互动方式举行，公司将通过网络在线交流方 式与投资者就公司治理、发展战略、经营状况和可持续发展等投资者关注的问题 进行互动交流和沟通，在信息披露允许的范围内就投资者普遍关注的问题进行回 答。 二、 说明会召开的时间、地点 股票代码：603730 股票简称：岱美股份 公告编号：2023-029 上海岱美汽车内饰件股份有限公司 关于参加 2023 年上海辖区上市公司 年报集体业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥1,384,187,388.35, representing a year-on-year increase of 38.42%[2] - The net profit attributable to shareholders for Q3 2022 was ¥176,069,672.23, an increase of 34.44% compared to the same period last year[2] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥182,460,220.37, reflecting a significant increase of 53.69% year-on-year[2] - The basic earnings per share for Q3 2022 was ¥0.19, up 35.71% from the previous year[3] - The diluted earnings per share for Q3 2022 was also ¥0.19, showing a 35.71% increase year-on-year[3] - The weighted average return on equity for Q3 2022 was 4.25%, an increase of 0.93 percentage points compared to the previous year[3] - Total operating revenue for the first three quarters of 2022 reached RMB 3,642,868,566.48, an increase of 13.7% compared to RMB 3,203,230,547.43 in the same period of 2021[16] - Net profit for the first three quarters of 2022 was RMB 486,199,676.58, representing a 12.4% increase from RMB 432,447,829.37 in 2021[17] - Total comprehensive income for the first three quarters of 2022 was RMB 550,690,231.22, an increase from RMB 439,276,274.05 in the previous year[18] Assets and Liabilities - The total assets at the end of the reporting period were ¥5,425,734,855.75, a 3.34% increase from the end of the previous year[3] - The equity attributable to shareholders at the end of the reporting period was ¥4,172,457,264.27, reflecting a 4.73% increase year-on-year[3] - Current assets totaled RMB 3,348,511,349.87, compared to RMB 3,235,752,172.30 at the end of 2021, indicating an increase of about 3.49%[13][12] - Total liabilities decreased slightly to RMB 1,253,277,591.48 from RMB 1,266,226,653.53, a reduction of about 1.0%[14] - The company's equity attributable to shareholders rose to RMB 4,172,457,264.27 from RMB 3,983,974,785.55, an increase of approximately 4.7%[15] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥53,247,233.21, showing a significant decrease of 76.46% compared to the same period last year[3] - The company reported a net cash flow from operating activities of RMB 53,247,233.21, a significant decrease from RMB 226,200,212.97 in the same period last year[20] - Cash inflow from operating activities totaled RMB 3,768,159,631.76, compared to RMB 3,538,427,033.30 in the same period of 2021[20] - The company reported a significant decrease in cash flow from investment activities, with a net cash flow of RMB 126,647,294.31 compared to a loss of RMB 33,989,088.07 in the previous year[20] - The net cash flow from financing activities was -374,240,162.25, compared to -394,766,535.79 in the previous year, indicating a slight improvement[21] - Cash and cash equivalents at the end of the period amounted to 469,221,956.53, down from 512,066,576.61 year-over-year[21] - The total cash inflow from financing activities was 420,000,000.00, an increase from 298,508,054.52 in the same quarter last year[21] - Cash outflow for debt repayment was 428,698,884.76, up from 379,621,487.57 year-over-year[21] - The net decrease in cash and cash equivalents for the period was -148,148,847.28, an improvement from -226,980,017.95 year-over-year[21] Investments and Expenses - The company has ongoing investments in new technologies and market expansion strategies, although specific figures were not disclosed in the report[12] - Total operating costs increased to RMB 3,080,623,508.06, up 13.0% from RMB 2,729,597,885.41 in the previous year[16] - Research and development expenses for the first three quarters of 2022 were RMB 134,098,290.89, slightly up from RMB 132,481,676.09 in 2021[16] - The company achieved an investment income of RMB 33,503,361.38, down from RMB 127,970,994.91 in the previous year[16] Accounting and Leadership - The company has adopted new accounting standards starting from 2022, which may affect financial reporting[21] - The company is led by Jiang Yintai, with accounting responsibilities held by Xiao Chuanlong and Mao Kaijun[21]

Financial Performance - The company's operating revenue for the first half of 2022 was ¥2,258,681,178.13, representing a 2.52% increase compared to ¥2,203,204,231.18 in the same period last year[11]. - The net profit attributable to shareholders of the listed company was ¥310,130,004.35, up 2.87% from ¥301,484,284.46 in the previous year[11]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥294,464,449.49, reflecting a 5.12% increase from ¥280,115,401.56 year-on-year[11]. - The net cash flow from operating activities was ¥93,115,659.31, which is a 21.59% increase compared to ¥76,584,518.55 in the same period last year[11]. - The total assets at the end of the reporting period were ¥5,072,435,300.00, down 3.39% from ¥5,250,201,439.08 at the end of the previous year[11]. - Basic earnings per share for the reporting period (January to June) increased to 0.33 CNY, up 3.13% from 0.32 CNY in the same period last year[12]. - The company reported a significant increase in cash flow from operating activities, amounting to RMB 93,115,659.31, which is a 21.59% increase year-on-year[35]. - The company reported a net profit margin improvement, although specific figures were not disclosed in the provided content[83]. Research and Development - The company has a strong focus on R&D, with significant investments in technology and a well-established team for synchronous development with major automotive manufacturers[26]. - Research and development expenses rose to RMB 89,711,962.54, reflecting a growth of 7.17% compared to the previous year[35]. - The company has developed a new sun visor light switch structure, which has been patented and widely applied in Volkswagen models[25]. - The company follows a market-oriented R&D model, ensuring product development aligns with market demand[17]. Market Position and Clients - The company is a leading manufacturer of automotive interior components, with production bases and R&D centers in multiple countries including the USA, France, and Mexico[15]. - Major clients include global automotive manufacturers such as Tesla, Toyota, and BMW, indicating strong market relationships[16]. - The company has established a global marketing and service network covering 18 countries, enhancing its global delivery capability in the automotive parts industry[29]. Risks and Challenges - The company faces risks from cyclical fluctuations in the automotive industry, which can significantly impact production and sales due to macroeconomic conditions[43]. - Major raw material price fluctuations pose a risk to production costs, as direct material costs constitute a large portion of total production expenses[44]. - The ongoing impact of the COVID-19 pandemic continues to pose risks to the global automotive supply chain and the company's performance[48]. - The company has a concentrated customer base, including major global automotive manufacturers, which could lead to risks if demand decreases or customers switch suppliers[45]. Environmental and Social Responsibility - The company has implemented comprehensive environmental protection measures, including waste gas, waste water, and noise control systems[53]. - The company ensures that waste water meets the Grade 1 discharge standard as per the "Comprehensive Wastewater Discharge Standard" (GB8978-1996)[54]. - The company has committed to a noise control strategy that includes sound insulation and green belt planting around the factory[54]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[53]. Shareholder Information - The total share capital increased from 724,415,505 shares to 941,740,157 shares after a capital reserve conversion of 217,324,652 shares, representing a 30% increase[71]. - The largest shareholder, Da Mei Investment, holds 530,879,424 shares, accounting for 56.37% of the total shares[74]. - The company has committed to maintaining stock lock-up periods for major shareholders, with a maximum annual reduction of 15% of their holdings after the lock-up period[60]. Financial Stability and Assets - The company’s overseas assets amounted to RMB 23.38 billion, accounting for 46.10% of total assets[38]. - Total liabilities decreased from CNY 1,266,226,653.53 to CNY 1,144,192,583.03, a decline of approximately 9.65%[79]. - The company’s total assets reached ¥3,913,906,461.56 at the end of the reporting period[99]. - The company has maintained its ability to continue as a going concern for at least 12 months from the reporting date[107]. Accounting and Financial Reporting - The company’s financial statements are prepared in accordance with the Chinese Accounting Standards, ensuring a true and complete reflection of its financial status[109]. - The company recognizes revenue when control of goods or services is transferred to the customer, indicating a significant economic benefit[180]. - The company recognizes expected liabilities when there is a present obligation that is likely to result in an outflow of economic benefits and can be reliably measured[175].