关于 合兴汽车电子股份有限公司 向不特定对象发行可转换公司债券 申请文件 审核问询函的回复 （修订稿） 保荐机构（主承销商） 中国（上海）自由贸易试验区商城路 618 号 二〇二三年八月 上海证券交易所： 根据贵所于 2023 年 5 月 17 日出具的上证上审（再融资）〔2023〕313 号 《关于合兴汽车电子股份有限公司向不特定对象发行可转换公司债券申请文件 的审核问询函》（以下简称"审核问询函"）的要求，合兴汽车电子股份有限公 司（以下简称"公司"、"发行人"、"合兴股份"）已会同国泰君安证券股份有限 公司（以下简称"国泰君安"、"保荐机构"或"保荐人"）、国浩律师（上海） 事务所（以下简称"国浩"、"发行人律师"）、上会会计师事务所（特殊普通合 伙）（以下简称"上会"、"申报会计师"）等相关各方对审核问询函的有关事项 进行了认真核查与落实，现回复如下，请予审核。 除特别说明外，本回复中的简称与《合兴汽车电子股份有限公司向不特定 对象发行可转换公司债券募集说明书》（以下简称"《募集说明书》"）中的简 称具有相同含义。 本审核问询函回复报告中的字体代表以下含义： | 黑体（加粗） | 问询函所列问题 | ...

上会会计师事务所（特殊普通合伙） 对上海证券交易所《关于合兴汽车电子股份有限公司 向不特定对象发行可转换公司债券申请文件的审核 问询函》的回复（修订稿） 7-2-1 上会会计师事务所（特殊普通合伙） 对上海证券交易所《关于合兴汽车电子股份有限公司向不特定对象发 行可转换公司债券申请文件的审核问询函》的回复（修订稿） 上会业函字（2023）第 713 号 上海证券交易所： 上会会计师事务所（特殊普通合伙）（以下简称"申报会计师"或"我们"） 作为合兴汽车电子股份有限公司（以下简称"合兴股份"或"公司"或"发行 人"）的申报会计师，我们收到合兴股份转发的贵所于 2023 年 5 月 17 日出具的 《关于合兴汽车电子股份有限公司向不特定对象发行可转换公司债券申请文件 的审核问询函》（以下简称"审核问询函"）。根据贵所的要求，我们对审核问 询函所列问题中需要申报会计师核查并发表明确意见的问题进行了认真核查，现 将有关问题的核查情况和核查意见说明如下： （本回复除特别注明外，所涉统计数据中若出现总数与各分项数值之和尾数 不符的情况，均系四舍五入原因造成。） 7-2-2 问题 2、关于融资规模和效益测算 根据申报材料： ...

补充法律意见书（一） 国浩律师（上海）事务所 关于 合兴汽车电子股份有限公司 向不特定对象发行可转换公司债券 之 国浩律师（上海）事务所 补充法律意见书（一） 释 义 本补充法律意见书（一）中，除非依据上下文应另作解释，或者已经标注 之解释，否则下列简称分别对应含义如下： 上海市北京西路 968 号嘉地中心 23-25 层、27 层 邮编：200041 23-25th and 27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China 电话/Tel: （+86）（21） 5234 1668 传真/Fax: （+86）（21） 5234 3323 网址/Website: http://www.grandall.com.cn 二〇二三年八月 | 义 释 | | 1 | | --- | --- | --- | | 第一节 | 引 | 言 4 | | | | 一、律师事务所及律师简介 4 | | | | 二、出具本补充法律意见书涉及的主要工作过程 5 | | | | 三、本补充法律意见书的申明事项 6 | | 第一节 | 正 ...

Financial Performance - The company's operating revenue for the first half of 2023 reached ¥727,953,730.07, representing a 13.02% increase compared to ¥644,118,801.74 in the same period last year[20]. - The net profit attributable to shareholders of the listed company was ¥91,358,453.02, up 26.18% from ¥72,405,639.61 in the previous year[20]. - The basic earnings per share for the first half of 2023 was ¥0.23, a 27.78% increase from ¥0.18 in the same period last year[21]. - The weighted average return on net assets rose to 5.61%, an increase of 0.75 percentage points compared to 4.86% in the previous year[21]. - The net profit after deducting non-recurring gains and losses increased by 46.62%, primarily due to the classification of accelerated stock incentive expenses to non-recurring gains and losses[21]. - The total revenue for the first half of 2023 reached approximately RMB 468.63 million, an increase from RMB 437.83 million in the same period last year, representing a growth of about 7.5%[56]. - The net profit for the first half of 2023 was CNY 65,293,009.81, a decrease of 36.51% from CNY 102,765,850.34 in the first half of 2022[158]. - The total comprehensive income for the first half of 2023 was CNY 97,160,237.98, compared to CNY 71,973,876.46 in the first half of 2022, reflecting an increase of 35.06%[155]. Cash Flow and Assets - The net cash flow from operating activities increased by 102.49%, amounting to ¥139,220,948.86, primarily due to reduced inventory consumption and lower cash payments for purchases and services[22]. - The company's cash and cash equivalents decreased by 17.35% to ¥134,193,932.78, accounting for 6.58% of total assets[46]. - Accounts receivable decreased by 3.22% to ¥378,779,188.53, representing 18.58% of total assets[46]. - Inventory decreased by 9.43% to ¥485,233,532.02, which is 23.80% of total assets[46]. - The company's total assets increased by 2.64%, reaching ¥2,038,687,916.29 compared to ¥1,986,307,179.50 at the end of the previous year[20]. - The company's total liabilities increased to ¥411,221,540.58 from ¥384,640,949.05, reflecting an increase of about 6.4%[147]. - The company's equity attributable to shareholders increased to RMB 1,627,466,375.71 from RMB 1,601,666,230.45, a growth of approximately 1.6%[147]. Research and Development - Research and development expenses totaled approximately ¥42,677,766.71, reflecting a 9.47% increase compared to the same period last year[38]. - The company has established R&D centers in China, Germany, and Japan to enhance technology sharing and product solutions[38]. - The company has a strong mold design and development team of about 300 people, ensuring continuous product innovation[38]. - The company has allocated 5,801 million for research and development, emphasizing its commitment to innovation[168]. - Research and development expenses for the first half of 2023 totaled 11,785 million, which is a 10% increase compared to 10,700 million in the previous year, emphasizing the company's commitment to innovation[178]. Market and Industry Trends - In the first half of 2023, China's automobile production and sales reached 13.248 million and 13.239 million units, respectively, marking a year-on-year increase of 9.3% and 9.8%[27]. - The production and sales of new energy vehicles in China reached 3.788 million and 3.747 million units, respectively, with year-on-year growth of 42.4% and 44.1%[27]. - The automotive manufacturing industry in China is expected to maintain steady growth, supported by favorable economic conditions and government policies[27]. - The company is focusing on the development of new energy and intelligent system products, aiming to enhance its market share in the new energy sector[28]. - The automotive electronics sector is increasingly important, driven by policies supporting innovation in key technologies such as core chips and vehicle operating systems[28]. Corporate Governance and Compliance - The company did not report any non-operating fund occupation by controlling shareholders or related parties[6]. - There were no significant changes in the company's decision-making procedures regarding external guarantees[6]. - The company held three shareholder meetings during the reporting period, all in compliance with legal regulations[66]. - The company has committed to not transferring benefits to other entities or individuals under unfair conditions, ensuring no harm to company interests[105]. - The company will accept supervision from regulatory bodies and the public regarding the fulfillment of commitments made during the IPO[100]. Shareholder and Stock Management - The company did not propose any profit distribution or capital reserve increase for the first half of 2023[68]. - The company has reserved 596,000 restricted stock options under the 2022 stock incentive plan, which have become invalid due to not specifying incentive targets within 12 months after approval[70]. - A total of 981,550 restricted shares will be repurchased and canceled, including 58,000 shares for five departed incentive targets and 923,550 shares that cannot be released from restrictions[70]. - The company will ensure compliance with all relevant regulations regarding share transfers and repurchases to maintain market stability[92]. - The company will disclose any intention to reduce holdings 15 trading days prior to the transfer[89]. Environmental Responsibility - The company is committed to green development and reducing hazardous waste generation during production processes[75]. - The company has installed a distributed rooftop photovoltaic power station, generating approximately 720,000 kWh of electricity during the reporting period, which reduced carbon dioxide emissions by about 582 tons[76]. - The company ensures 100% compliance in the disposal of hazardous waste generated from its electroplating operations[74]. - The company adheres to national environmental protection laws and regulations, controlling pollution and improving the ecological environment[73]. - The company is actively responding to national carbon peak and carbon neutrality goals, implementing a green development philosophy focused on compliance, energy conservation, and continuous improvement[76].

证券代码：605005 证券简称：合兴股份 公告编号：2023-050 合兴汽车电子股份有限公司 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。 重要内容提示： 会议召开时间：2023 年 08 月 30 日(星期三) 下午 13:00- 14:00 会议召开地点：上海证券交易所上证路演中心（网址： https://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 08 月 23 日(星期三) 至 08 月 29 日(星期 二)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 cwbstock@cwb.com.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。 合兴汽车电子股份有限公司（以下简称"公司"）将于 2023 年 8 月 29 日发布公司 2023 年半年度报告，为便于广大投资者更全面 深入地了解公司 2023 年半年度经营成果、财务状况，公司计划于 2023 年 08 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥308,977,792.79, representing a decrease of 10.13% compared to the same period last year[5] - The net profit attributable to shareholders was ¥37,758,792.66, an increase of 13.84% year-on-year[5] - The basic earnings per share for the period was ¥0.09, reflecting a growth of 12.5%[6] - Total operating revenue for Q1 2023 was ¥308,977,792.79, a decrease of 10.15% compared to ¥343,817,213.97 in Q1 2022[21] - Net profit for Q1 2023 was ¥37,758,792.66, an increase of 13.06% from ¥33,168,450.92 in Q1 2022[22] - Earnings per share for Q1 2023 were ¥0.09, up from ¥0.08 in Q1 2022[23] - The company reported a total comprehensive income of ¥38,503,782.69 for Q1 2023, up from ¥32,601,433.27 in Q1 2022[23] Assets and Liabilities - The total assets at the end of the reporting period were ¥2,015,513,912.78, an increase of 1.47% from the end of the previous year[6] - As of March 31, 2023, total assets amounted to RMB 2,015,513,912.78, an increase from RMB 1,986,307,179.50 as of December 31, 2022, reflecting a growth of approximately 1.3%[16] - The company's current assets totaled RMB 1,104,263,644.20, down from RMB 1,161,639,340.93, indicating a decrease of about 4.9%[17] - Total liabilities decreased to RMB 373,570,486.03 from RMB 384,640,949.05, a reduction of approximately 2.8%[18] - Short-term borrowings rose significantly to RMB 30,056,763.89 from RMB 4,729,816.67, marking an increase of approximately 535.5%[18] Cash Flow - The net cash flow from operating activities was ¥66,829,343.93, with no applicable comparison due to the nature of the data[5] - Cash flow from operating activities generated a net inflow of ¥66,829,343.93 in Q1 2023, compared to a net outflow of ¥15,308,070.05 in Q1 2022[26] - Cash inflow from investment activities was ¥211,045,934.05 in Q1 2023, significantly higher than ¥70,329,467.38 in Q1 2022[26] - Cash outflow for investment activities increased to ¥335,029,081.79 in Q1 2023 from ¥94,395,508.08 in Q1 2022[26] - The net increase in cash and cash equivalents for Q1 2023 was a decrease of $1,370,232.30, contrasting with an increase of $10,236,714.93 in Q1 2022[27] Government Support and Taxation - The company received government subsidies related to its operations, which contributed to an increase in other income by 50.53%[11] - The company experienced a 67.93% decrease in taxes and surcharges, primarily due to tax exemptions applied for property and land use taxes[10] Shareholder Information - The top shareholder, Hexing Group Co., Ltd., holds 75.91% of the shares, indicating a strong control over the company[14] Future Plans and Investments - The company plans to continue expanding its market presence and investing in new projects, as indicated by increased capital expenditures for new equipment and production lines[11] Audit and Compliance - There are no significant changes in the audit opinion type, remaining as unaudited for the current quarter[15] - The company did not apply new accounting standards or interpretations for the first time in 2023[27]

会议召开时间：2023 年 04 月 14 日(星期五) 上午 10:00- 11:00 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 04 月 07 日(星期五) 至 04 月 13 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 cwbstock@cwb.com.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。 证券代码：605005 证券简称：合兴股份 公告编号：2023-031 合兴汽车电子股份有限公司 关于召开 2022 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。 重要内容提示： （一） 会议召开时间：2023 年 04 月 14 日上午 10:00-11:00 （二） 会议召开地点：上证路演中心 （三） 会议召开方式：上证路演中心网络互动 三、 参加人员 董事长：陈文葆 总经理：于国涛 合兴汽车电子股份有 ...

Financial Performance - The net profit attributable to shareholders for 2022 was RMB 190,389,301.10, with a total distributable profit of RMB 254,527,614.38[7] - The proposed cash dividend is RMB 1.50 per 10 shares, totaling RMB 60,620,475.00, which accounts for approximately 31.84% of the net profit[7] - The company's revenue for 2022 was approximately ¥1.46 billion, representing a 2.7% increase compared to ¥1.42 billion in 2021[23] - Net profit attributable to shareholders for 2022 was approximately ¥190.39 million, a decrease of 2.37% from ¥195 million in 2021[23] - Basic earnings per share for 2022 was ¥0.47, down 4.08% from ¥0.49 in 2021[26] - The net cash flow from operating activities increased by 93.24% to approximately ¥238.94 million, primarily due to an increase in cash received from sales[26] - Total assets at the end of 2022 were approximately ¥1.99 billion, an increase of 10.56% from ¥1.80 billion at the end of 2021[24] - The weighted average return on equity decreased to 12.53% in 2022 from 14.49% in 2021, a decline of 1.96 percentage points[26] - The company reported a net profit of approximately ¥69.38 million in Q4 2022, showing a significant increase compared to previous quarters[28] - The total net assets attributable to shareholders at the end of 2022 were approximately ¥1.60 billion, an increase of 11.68% from ¥1.43 billion at the end of 2021[24] Market and Product Development - The company plans to continue its market expansion and product development strategies in the upcoming year[8] - The company achieved operating revenue of 1.461 billion RMB, a year-on-year increase of 2.7%[35] - The company completed the delivery of products to downstream customers and made significant progress in new project initiation and global layout[35] - A total of 79 new automotive electronic projects were initiated, with an expected average annual sales volume of 58 million units upon mass production[36] - Sales revenue from automotive electronics reached 1.027 billion RMB, with new energy projects generating 102.5 million RMB, a growth of 73.01% year-on-year[38] - The company plans to invest in a new energy vehicle parts project in Jiaxing, Zhejiang, to support future business expansion[39] - The company aims to increase its market share in new energy products and accelerate its global industrial layout[44] - The company primarily operates in the automotive electronics sector, focusing on new energy, intelligent driving, and traditional energy vehicle systems[45] Research and Development - Research and development expenses totaled 81.9735 million RMB, an increase of 14.66% from the previous year[40] - The company added 12 new patents during the reporting period, enhancing its technological capabilities[40] - The company has established R&D centers in China and Germany to facilitate synchronized research and technology sharing[40] - The company has established 210 patents and a strong R&D team, enhancing its technological capabilities[48] - The company plans to invest heavily in R&D for new energy and intelligent driving vehicles, collaborating with leading global suppliers to drive technological innovation[92] Corporate Governance and Compliance - The company has received a standard unqualified audit report from its accounting firm[6] - The board of directors has ensured the authenticity, accuracy, and completeness of the annual report[4] - The company has not faced any violations in decision-making procedures regarding external guarantees[9] - The company has detailed potential risks in its management discussion and analysis section[10] - The company maintains independence from its controlling shareholder, ensuring no misuse of company funds or assets[100] - The company strictly adheres to information disclosure regulations, ensuring timely and accurate communication with investors to enhance their confidence[101] - The company has implemented a registration system for insider information, enhancing confidentiality and compliance[102] - The company has not faced significant differences in governance compared to regulatory requirements, ensuring compliance and transparency[102] Shareholder Relations and Dividends - The company has established a cash dividend policy that emphasizes stable returns to shareholders, adhering to regulatory requirements[133] - The total cash dividend amount (including tax) is CNY 60,620,475.00, which accounts for 31.84% of the net profit attributable to ordinary shareholders in the consolidated financial statements[136][137] - The cash dividend per 10 shares is CNY 1.50, with a total of 60,473,242.50 in cash dividends distributed[136] - The company has ensured that independent directors have fulfilled their responsibilities and that minority shareholders have had opportunities to express their opinions[134] - The company has disclosed the reasons for not proposing a cash profit distribution plan and the intended use of undistributed profits[135] Environmental and Social Responsibility - The company invested 3.38 million yuan in environmental protection during the reporting period[147] - The company has actively engaged in environmental protection, ensuring compliance with national and local environmental standards for waste management[150] - The company has introduced various energy-saving technologies, including automation and renewable energy solutions, resulting in significant energy savings[151] - The company has committed to building a learning organization by providing internal and external training opportunities for employees[131] - The company has donated 670,000 yuan to educational initiatives and 272,000 yuan to support socially disadvantaged groups[155] Risk Management - The company faces risks from potential declines in automotive production and sales, as well as fluctuations in raw material prices and exchange rates[96] - The company has established a comprehensive internal control system to enhance management effectiveness and risk prevention[144] - The company has not reported any significant internal control deficiencies during the reporting period[145] Leadership and Management - The company has a diverse management team with members holding positions in multiple subsidiaries and international branches[113] - The company emphasizes performance-based remuneration for its senior management, aligning compensation with company results[115] - The company has maintained a consistent leadership structure with several executives serving in their roles for over a decade[112] - The company has experienced a leadership change with the election of Lu Jing as the chairman of the supervisory board[116] Investment and Financial Strategy - The company plans to invest approximately RMB 3.1 billion in a project for key core components related to new energy and intelligent driving in Taicang, Jiangsu Province[83] - The total investment for the new energy vehicle parts project in Jiaxing Economic and Technological Development Zone is RMB 2 billion, with the establishment of a wholly-owned subsidiary, Huxing Automotive Electronics (Jiaxing) Co., Ltd.[84] - The company has increased its investment in subsidiaries, with 120 million RMB to 合兴太仓, 80 million RMB to 广合科技, and 25 million RMB to 广合表面, aimed at enhancing market competitiveness[78]