证券代码：688032 证券简称：禾迈股份 公告编号：2023-050 杭州禾迈电力电子股份有限公司 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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2023 年 9 月 15 日 （二） 股东大会召开的地点：杭州市拱墅区康桥街道候圣街 99 号财智顺丰创新 中心 5 幢 6 层 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 14 | | --- | --- | | 普通股股东人数 | 14 | | 2、出席会议的股东所持有的表决权数量 | 55,991,716 | | 普通股股东所持有表决权数量 | 55,991,716 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 67.4126 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 6 ...

浙江天册律师事务所 关于 杭州禾迈电力电子股份有限公司 2023 年第二次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于杭州禾迈电力电子股份有限公司 2023 年第二次临时股东大会的 法律意见书 编号：TCYJS2023H1387 号 致：杭州禾迈电力电子股份有限公司 （二）本次股东大会采取现场投票与网络投票相结合的方式。 1 浙江天册律师事务所（以下简称"本所"）接受杭州禾迈电力电子股份 有限公司（以下简称"禾迈股份"或"公司"）的委托，指派本所律师参加 公司 2023 年第二次临时股东大会，并根据《中华人民共和国证券法》（以下 简称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"） 和《上市公司股东大会规则（2022 年修订）》（以下简称"《股东大会规则》"） 等法律、法规和其他有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席 人员的资格、召集人的资格、表决程序及表决结果的合法有 ...

杭州禾迈电力电子股份有限公司 2023年第二次临时股东大会会议资料 证券代码：688032 证券简称：禾迈股份 杭州禾迈电力电子股份有限公司 2023年第二次临时股东大会 会议资料 二零二三年九月 1 杭州禾迈电力电子股份有限公司 2023年第二次临时股东大会会议资料 杭州禾迈电力电子股份有限公司 2023年第二次临时股东大会资料目录 | 2023年第二次临时股东大会会议须知 3 | | --- | | 2023年第二次临时股东大会会议议程 5 | | 2023年第二次临时股东大会会议议案 6 | | 议案一：关于全资子公司股权转让暨募投项目变更的关联交易议案 6 | | 议案二：关于2023年半年度利润分配方案的议案 15 | 2 杭州禾迈电力电子股份有限公司 2023年第二次临时股东大会会议资料 杭州禾迈电力电子股份有限公司 2023年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保 证大会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》 以及《杭州禾迈电力电子股份有限公司章程》（以下简称"《公司章程》"）、 《杭州禾迈电力电子股份有限公司股东大 ...

中信证券股份有限公司 关于杭州禾迈电力电子股份有限公司 2023 年半年度持续督导跟踪报告 中信证券股份有限公司（以下简称"保荐机构"）作为杭州禾迈电力电子股份 有限公司（以下简称"禾迈股份"或"公司"）首次公开发行股票并在科创板上市项 目的保荐机构，根据《证券发行上市保荐业务管理办法》、《上海证券交易所科创 板股票上市规则》、《上海证券交易所科创板上市公司自律监管指引第 1 号——规 范运作》等有关法律、法规的规定，负责禾迈股份上市后的持续督导工作，并出 具本持续督导半年度跟踪报告。 （一）技术失密和核心技术人员流失风险 | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | 1 | 建立健全并有效执行持续督导工作制度，并针对具体 | 保荐机构已建立健全并有效 | | | | 执行了持续督导制度，并制 | | | 的持续督导工作制定相应的工作计划 | 定了相应的工作计划 | | 2 | 根据中国证监会相关规定，在持续督导工作开始前， 与上市公司或相关当事人签署持续督导协议，明确双 | 保荐机构已与禾迈股份签订 《保荐协议》，已明确双方在 | | | 方在持续督导期间的权利义 ...

截至2023年8月31日，杭州禾迈电力电子股份有限公司（以下简称"公 司"）通过上海证券交易所交易系统以集中竞价交易方式累计回购公司股份 250,000股，占公司总股本83,317,500股的比例为0.30%，回购成交的最高价为 685.00 元 / 股 ， 最 低 价 为 517.35 元 / 股 ， 支 付 的 资 金 总 额 为 人 民 币 147,650,244.08元（不含印花税、交易佣金等交易费用）。 证券代码：688032 证券简称：禾迈股份 公告编号：2023-049 杭州禾迈电力电子股份有限公司 关于以集中竞价交易方式回购公司股份的进展公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 上述回购股份符合法律法规的规定及公司的回购股份方案。 三、其他事项 一、回购股份的基本情况 公司于2023年3月17日召开第一届董事会第二十七次会议，审议通过了《关 于以集中竞价交易方式回购公司股份方案的议案》，同意公司使用超募资金以 集中竞价交易方式回购公司股份，用于实施员工持股计划或股权激励。本次拟 ...

Financial Performance - The company's revenue for the first half of 2023 reached ¥1,064,942,807.19, representing a 107.30% increase compared to ¥513,721,221.75 in the same period last year[18]. - Net profit attributable to shareholders was ¥348,478,472.15, up 72.68% from ¥201,805,921.61 year-on-year[18]. - The basic earnings per share increased by 73.14% to ¥4.19 from ¥2.42 in the previous year[19]. - The company's cash flow from operating activities showed a net outflow of ¥14,459,184.21, a significant decrease from a net inflow of ¥166,657,069.37 in the same period last year, primarily due to increased inventory procurement[18]. - The company's total assets decreased by 3.19% to ¥7,084,152,724.28 from ¥7,317,733,224.17 at the end of the previous year[18]. - The company's total liabilities decreased to ¥413,271,879.37 in the first half of 2023 from ¥558,031,460.07 in the same period of 2022, a reduction of about 26%[160]. - The total equity increased to ¥6,573,907,579.68 in the first half of 2023 from ¥6,515,192,547.47 in the same period of 2022, reflecting a growth of approximately 1%[160]. Research and Development - Research and development expenses accounted for 8.16% of revenue, an increase of 2.61 percentage points compared to 5.55% in the previous year[19]. - R&D expenses for the first half of 2023 amounted to ¥86,950,178.08, representing a 205.04% increase compared to the same period last year[52]. - The number of R&D personnel increased to 302, representing 21.05% of the total workforce, up from 18.27% in the previous year[57]. - The company has established a comprehensive R&D model focused on photovoltaic inverters, energy storage products, and electrical equipment, continuously improving product performance and innovation capabilities[42]. - The company holds a total of 244 authorized intellectual properties, including 35 invention patents and 51 utility model patents[50]. Market and Product Development - The company is actively expanding its domestic and international markets, contributing to significant sales growth during the reporting period[19]. - The company operates in the electrical machinery and equipment manufacturing industry, focusing on photovoltaic inverters and related products, as well as energy storage products[23]. - The company launched new products including a 2,000W three-phase micro-inverter and a series of energy storage inverters for the Australian market, expanding its product offerings[66]. - The company is developing several new products, including a second-generation micro-inverter system and a unified monitoring system for energy storage[56]. - The company has established a global marketing network covering over 70 countries, enhancing its international presence[62]. Corporate Governance and Compliance - The report indicates that there are no non-operating fund occupations by controlling shareholders or related parties[6]. - The company has not violated any decision-making procedures for external guarantees[6]. - The company has not disclosed any special arrangements for corporate governance[6]. - The company has not engaged in any foreign exchange hedging activities as of the reporting period[91]. - The company has maintained a good integrity status, complying with relevant laws and regulations[121]. Risk Management - The company has outlined potential risks in the management discussion section, which investors should be aware of[3]. - The company faces risks related to technology leakage and core talent loss, which could impact its competitive edge[69]. - Fluctuations in raw material prices pose a risk to the company's profitability, particularly for semiconductor devices and power modules[71]. - The company emphasizes that forward-looking statements do not constitute a commitment to investors and advises caution regarding investment risks[5]. Shareholder Information - The company plans to distribute a cash dividend of 24 CNY per 10 shares, totaling 199,362,000 CNY, which accounts for 57.21% of the net profit attributable to shareholders for the first half of 2023[4]. - The company has committed to a profit distribution policy that emphasizes reasonable returns to investors, ensuring continuity and stability in profit distribution methods, which may include cash or stock[11]. - The actual controller Shao Jianxiong and major shareholder Hangkai Group committed to not transferring or entrusting the management of their shares for 36 months post-listing[111]. - Directors and senior management are restricted from transferring more than 25% of their shares annually after the lock-up period[113]. Financial Management - The company has implemented a stock buyback plan to support employee stock ownership and enhance team motivation[68]. - The company reported a total of 196,890,240 RMB in financial assets at the beginning of the period, with a net increase of 13,653,068.48 RMB by the end of the period[90]. - The company has engaged in cash management with idle raised funds, investing a total of RMB 397.41 million in structured deposits with expected returns ranging from 2.80% to 3.30%[137]. - The company has not provided any guarantees to subsidiaries during the reporting period[130]. Environmental Commitment - The company adheres to the principles of "carbon peak and carbon neutrality," contributing to ecological protection and energy conservation[105]. - The company has established mechanisms for environmental protection and has not faced administrative penalties related to environmental issues[103]. - The company is actively involved in promoting the use of renewable energy and has aligned its strategies with national policies supporting the renewable energy sector[104]. Financial Reporting - The report has not been audited, and the management has confirmed the accuracy and completeness of the financial report[3]. - The financial statements comply with the requirements of the enterprise accounting standards, reflecting the company's financial position and operating results accurately[188]. - The financial statements were approved for release by the board on August 29, 2023, ensuring timely reporting to stakeholders[185].

Financial Performance - The company's operating revenue for Q1 2023 reached ¥580,338,886.76, representing a year-on-year increase of 153.48%[4] - Net profit attributable to shareholders for Q1 2023 was ¥176,315,615.04, reflecting a growth of 102.08% compared to the same period last year[4] - Basic and diluted earnings per share for Q1 2023 were both ¥3.15, an increase of 44.50% year-on-year[5] - Total operating revenue for Q1 2023 reached ¥580,338,886.76, a significant increase from ¥228,950,861.61 in Q1 2022, representing a growth of approximately 153%[16] - Net profit for Q1 2023 was ¥175,096,001.77, up from ¥87,248,325.28 in Q1 2022, reflecting a growth of approximately 100%[17] - The company reported a total comprehensive income of ¥175,078,386.74 for Q1 2023, up from ¥87,248,325.28 in Q1 2022, indicating an increase of approximately 100%[18] Cash Flow - The net cash flow from operating activities was negative at ¥-92,449,196.32, a decline of 415.37% year-on-year, primarily due to year-end bonuses and pre-paid income taxes[4] - In Q1 2023, the company's operating cash inflow totaled ¥773,544,844.69, a significant increase from ¥254,749,502.74 in Q1 2022, representing a growth of approximately 203.5%[19] - The net cash flow from operating activities was -¥92,449,196.32 in Q1 2023, compared to a positive cash flow of ¥29,314,957.73 in Q1 2022, indicating a decline in operational efficiency[20] - The company reported cash inflow from investment activities of ¥291,015,000.00 in Q1 2023, up from ¥190,936,129.16 in Q1 2022, marking an increase of about 52.5%[20] - The net cash flow from investment activities improved to ¥94,615,746.91 in Q1 2023, compared to a negative cash flow of -¥35,825,117.59 in Q1 2022[20] - Total cash outflow from operating activities reached ¥865,994,041.02 in Q1 2023, compared to ¥225,434,545.01 in Q1 2022, reflecting a rise of approximately 284.5%[20] - The company's cash and cash equivalents at the end of Q1 2023 were ¥5,236,787,714.48, slightly down from ¥5,509,678,467.85 at the end of Q1 2022[20] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥7,470,251,694.05, an increase of 2.08% from the end of the previous year[5] - Total current assets as of March 31, 2023, amounted to CNY 6,668,894,745.61, slightly up from CNY 6,642,275,106.00 in the previous year[13] - Total liabilities decreased to ¥878,070,292.24 in Q1 2023 from ¥909,139,494.06 in Q1 2022, a reduction of approximately 3.4%[15] - Total equity attributable to shareholders increased to ¥6,593,198,090.40 in Q1 2023 from ¥6,408,390,805.43 in Q1 2022, representing a growth of about 2.9%[15] - The company reported a significant increase in prepaid expenses, which rose to CNY 18,898,127.05 from CNY 5,901,148.81, a growth of approximately 220%[13] Research and Development - Research and development (R&D) expenses totaled ¥36,816,742.48, marking a significant increase of 216.77% compared to the previous year[5] - R&D expenses accounted for 6.34% of operating revenue, up by 1.26 percentage points year-on-year[5] - Research and development expenses for Q1 2023 were ¥36,816,742.48, significantly higher than ¥11,622,433.04 in Q1 2022, indicating an increase of approximately 216%[16] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 5,098, with the largest shareholder holding 30.99% of the shares[9] Other Information - The company reported non-recurring gains of ¥3,391,990.72 for the period, including government subsidies and other non-operating income[6][7] - The company has not disclosed any new product launches or technological advancements in this quarter[12] - There are no reported mergers or acquisitions during this reporting period[12] - The company did not apply new accounting standards for the first time in 2023, maintaining consistency in financial reporting[21]

Financial Performance - The company's operating revenue for 2022 was CNY 1,536,512,605.57, representing a 93.23% increase compared to CNY 795,185,561.41 in 2021[16]. - The net profit attributable to shareholders for 2022 was CNY 532,551,530.29, a significant increase of 163.98% from CNY 201,739,845.07 in 2021[16]. - The net cash flow from operating activities increased by 184.06% to CNY 426,073,663.56 in 2022, up from CNY 149,992,676.85 in 2021[17]. - The basic earnings per share for 2022 rose to CNY 9.51, marking a 98.13% increase from CNY 4.80 in 2021[18]. - The company's total assets at the end of 2022 were CNY 7,317,733,224.17, reflecting a 13.93% increase from CNY 6,422,963,999.88 at the end of 2021[17]. - The net assets attributable to shareholders increased by 7.07% to CNY 6,408,390,805.43 at the end of 2022, compared to CNY 5,985,278,166.72 at the end of 2021[17]. - The company's total revenue for the year reached 4,101,636,000 CNY, an increase of 1,171,896,000 CNY compared to the previous year[159]. - The main business revenue was CNY 1,519,101,269.96, with a growth of 94.63% year-on-year, driven by the sales of micro-inverters and monitoring equipment[100]. Dividend and Capital Structure - The company plans to distribute a cash dividend of 53 RMB per 10 shares (including tax), totaling approximately 296.27 million RMB, which accounts for 55.63% of the net profit attributable to shareholders for 2022[4]. - The company intends to increase its total share capital by 27.39 million shares through capital reserve, raising the total share capital to approximately 83.39 million shares[4]. - The company has a total of 56,000,000 shares outstanding, with 100,000 shares held in a repurchase account[184]. Research and Development - The company’s total R&D investment reached ¥97,399,515.54 in 2022, a significant increase of 112.75% compared to ¥45,781,714.20 in 2021[71][73]. - R&D investment accounted for 6.34% of total revenue in 2022, up from 5.76% in the previous year, representing an increase of 0.58 percentage points[72]. - The company has developed advanced technologies in micro-inverter products, including soft-switching technology and power module active parallel technology, enhancing product performance[59]. - The company has increased its R&D personnel from 106 to 213, a growth of 100.94%, to meet strategic development needs for new product development and technological innovation[77]. Market Expansion and Sales - The company actively expanded its domestic and international markets, which was a key driver for the sales growth during the reporting period[18]. - The company reported a significant increase in overseas revenue, growing by 187.34% year-on-year, reaching CNY 1,227,214,016.82[101]. - The company expanded its global sales, achieving RMB 122.73 million in overseas sales, which accounted for 79.88% of total revenue[28]. - The company achieved revenue of RMB 228.95 million in Q1 2022, which increased to RMB 600.38 million in Q4 2022, reflecting significant growth throughout the year[20]. Corporate Governance - The company has confirmed that all board members attended the board meeting[3]. - The company has stated that there are no violations of decision-making procedures regarding external guarantees[5]. - The company has established internal control systems to enhance governance and ensure compliance with laws and regulations[150]. - The company has established a fair and transparent performance evaluation and incentive mechanism to motivate employees and ensure the achievement of annual goals[153]. Risks and Challenges - The company has outlined potential risks in its annual report, which investors are advised to review[3]. - The company faces risks related to core technology leakage and talent loss, which could negatively impact its competitive edge and innovation capabilities[84]. - The company is exposed to foreign exchange risks due to its increasing overseas sales, which could impact its export performance and financial results[91]. - The photovoltaic industry is heavily influenced by government subsidy policies, and any adverse changes could significantly affect market demand and the company's performance[93]. Employee and Talent Management - The company has a total of 1,131 employees, with 513 in production, 80 in sales, 157 in technology, and 213 in research and development[179]. - The company has implemented a restricted stock incentive plan for 2022, involving 383,625 shares, which accounts for 0.69% of the total shares, with 113 participants[188]. - The company has established a comprehensive training development system to enhance employee skills and promote career advancement[182]. - The company has a clear and reasonable compensation policy, ensuring compliance with labor laws and providing various employee benefits[181]. Environmental and Social Responsibility - The company actively supports ESG initiatives, focusing on sustainable development and environmental protection[195]. - The company does not belong to the key pollutant discharge units as per environmental protection department announcements[199]. - The company has not received any administrative penalties due to environmental issues during the reporting period[199]. - The company’s operations have minimal environmental impact, with appropriate disposal of waste and emissions[200].

杭州禾迈电力电子股份有限公司 关于召开2022年度暨2023年第一季度业绩说明会的公告 证券代码：688032 证券简称：禾迈股份 公告编号：2023-021 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、准确性和完整性依法承担法律责任。 重要内容提示： 一、说明会类型 本次业绩说明会以网络互动形式召开，公司将针对2022年度及2023年第一 季的经营成果及财务指标的具体情况与投资者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。 三、公司参加人员 杭州禾迈电力电子股份有限公司（以下简称"公司"）于2023年4月27日 在上海证券交易所网站（www.sse.com.cn）披露了公司2022年年度报告及2023 年第一季度报告。为加强与投资者的深入交流，便于广大投资者更全面了解公 司2022年度及2023年第一季度经营成果、财务状况，公司拟于2023年5月10日 下午14:00-15:00召开2022年度暨2023年第一季度业绩说明会，就投资者关心 的问题进行交流，欢迎广大投资者积极参与。 1 会议召开时间：2023年5月10日 ...

Sales Performance - In 2021, the company achieved revenue of CNY 45,167.61 million from micro-inverter products, selling approximately 404,400 units, primarily in Latin America, Europe, and North America [3] - In Q1 2022, the company sold over 150,000 micro-inverters and over 30,000 DTU (monitoring devices), showing rapid growth compared to the previous year [3] - The sales volume for micro-inverters in the domestic market was about 40,000 units in 2021 and approximately 10,000 units from January to April 2022, indicating a gradual increase [7] Market Demand and Strategy - The sales strategy for 2022 aims for equal distribution across North America, Latin America, and Europe, with a current strong demand in Europe [3] - The company plans to promote energy storage products in 2022, focusing on brand promotion and channel layout, initially leveraging existing micro-inverter sales channels [5] - The company is also expanding its product line to include energy storage and circuit breaker products, driven by market demand [6] Financial Overview - In Q1 2022, financial expenses were primarily interest income of over CNY 20 million from raised funds, while sales expenses increased but at a slower rate than sales revenue [4] - The company’s gross profit margin for micro-inverter products was high in Q1 2022, attributed to the product mix, with lower margins expected from electrical equipment sales concentrated in the second half of the year [3] Production Capacity and Future Plans - The company is currently operating at full capacity, with plans to expand production to meet growing order demands, including the construction of a smart manufacturing base expected to be operational in the second half of 2022 [4] - The company is exploring cost reduction opportunities through domestic chip replacement and supply chain management, maintaining stable product costs despite rising raw material prices [4] International Market Presence - The company has established a brand presence in North America, focusing on large clients while maintaining relationships with existing customers [7] - In Latin America, the company maintains stable growth, particularly in Brazil and Mexico, despite price sensitivity in the region [6] - The European market is experiencing rapid growth in distributed and residential solar energy, driven by increased energy security concerns due to geopolitical factors [6] Product Development and Innovation - The company emphasizes advanced technology in its products, which enhances performance and safety, particularly in micro-inverter designs [3] - The company is committed to R&D, aiming to develop a range of power electronic products centered around micro-inverters and energy storage solutions [9] Challenges and Adaptations - The company faced supply chain disruptions due to COVID-19, impacting raw material availability, but has since seen improvements in shipping capacity [5] - Currency fluctuations and foreign exchange policies may affect the company's export performance, but current measures have mitigated significant impacts [9]