上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于深圳市鼎阳科技股份有限公司 2023 年年度股东大会的 法律意见书 电话：0755-82816698 传真：0755-82816898 上海市锦天城（深圳）律师事务所 法律意见书 地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21-23 层 上海市锦天城（深圳）律师事务所 关于深圳市鼎阳科技股份有限公司 2023 年年度股东大会的 法律意见书 致：深圳市鼎阳科技股份有限公司 上海市锦天城（深圳）律师事务所（以下简称"本所"）接受深圳市鼎阳科 技股份有限公司（以下简称"公司"）的委托，指派律师出席公司 2023 年年度股 东大会（以下简称"本次股东大会"），并根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《上市公司股东大会规则》（以下简称"《股东大会规则》"）等法律、法规和 规范性文件以及现行有效的《深圳市鼎阳科技股份有限公司章程》（以下简称"《公 司章程》"）的相关规定，对本次股东大会相关法律事项进行见证并出具本法律意 见书。公司已向本所提供了本所律师为出具 ...

证券代码：688112 证券简称：鼎阳科技 公告编号：2024-023 一、 会议召开和出席情况 （一） 股东大会召开的时间：2024 年 05 月 21 日 深圳市鼎阳科技股份有限公司 2023 年年度股东大会决议公告 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 （二） 股东大会召开的地点：深圳市宝安区新安街道兴东社区安通达工业园 1 栋 2 楼会议室 （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 | 29 | | --- | --- | | 普通股股东人数 | 29 | | 2、出席会议的股东所持有的表决权数量 | 125,658,999 | | 普通股股东所持有表决权数量 | 125,658,999 | | 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 | 78.9315 | | 比例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例 | 78.9315 | ...

证券代码：688112 证券简称：鼎阳科技 深圳市鼎阳科技股份有限公司投资者关系活动记录表 编号2024-011 □ 特定对象调研 □ 分析师会议 □ 媒体采访 □ 业绩说明会 投资者关系活动 □ 新闻发布会 □ 路演活动 类别 □ 现场参观 □ 一对一沟通 R 线上会议 □ 其他 参与单位名称 民生证券股份有限公司、海创（上海）私募基金管理有限公司 时间 2024年5月17日 接待人员 证券事务代表：王俊颖 投资者关系活动主要内容介绍 Q1：公司毛利率连续三年提升，请问主要原因是什么？ A1：2021/2022/2023年公司销售毛利率分别为56.48%/57.54%/61.30%，2024 ...

深圳市鼎阳科技股份有限公司 关于召开 2023 年度暨 2024 年第一季度业绩说明会 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： 投资者可于 2024 年 5 月 27 日（星期一）至 5 月 31 日(星期五)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 zqb@siglent.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。 证券代码：688112 证券简称：鼎阳科技 公告编号：2024-022 深圳市鼎阳科技股份有限公司（以下简称"公司"）已于 2024 年 4 月 30 日 发布公司 2023 年度报告和 2024 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 2023 年度和 2024 年第一季度经营成果、财务状况，公司计划于 2024 年 6 月 3 日下午 14:00-15:00 举行 2023 年度暨 2024 年第一季度业绩说明会，就 投资者关心的问题进行交流。 一、说明会类型 本次投资者说明会以网络互动形式召开，公司将 ...

Investment Rating - The report maintains a "Hold" rating for the company, indicating that the stock is expected to perform in line with the market over the next six months [18][12]. Core Insights - The company achieved a revenue of 391.48 million in 2023, representing a year-on-year growth of 21.5%. The net profit attributable to the parent company was 160 million, up 10.3% year-on-year [4]. - The company is advancing its high-end product strategy, which has led to a continuous improvement in gross margin, reaching 61.3% in 2023, an increase of 3.76 percentage points year-on-year [4]. - The company’s high-end products accounted for 22% of total sales, up 4 percentage points year-on-year, contributing to an average price increase of 23.4% for its four main product categories [4]. - The company is positioned as a leading domestic manufacturer of general electronic testing and measurement instruments, benefiting from domestic substitution and a recovering overseas market [4]. Financial Summary - Revenue projections for 2024-2026 are as follows: 472.97 million in 2024, 577.68 million in 2025, and 699.31 million in 2026, with growth rates of 20.81%, 22.14%, and 21.05% respectively [2][17]. - The net profit attributable to the parent company is expected to be 180 million in 2024, 230 million in 2025, and 280 million in 2026, with compound annual growth rates of 22% over the next three years [5][6]. - The company’s gross margin is projected to remain stable, with slight increases expected, reaching 65.89% by 2026 [2][17]. Comparable Company Analysis - The report compares the company with peers such as Puyuan Precision and Kunheng Shunwei, noting that the average PE ratios for these companies are 34, 25, and 20 for the years 2024-2026 [3][6]. - The company is the only domestic manufacturer to achieve high-end product development across its four main product lines, positioning it well to benefit from domestic substitution and overseas market expansion [6].

Investment Rating - The report maintains a "Recommended" rating for the company [1][16]. Core Insights - The company, Dingyang Technology, reported a revenue of 483 million yuan in 2023, representing a year-on-year growth of 21.5%, while the net profit attributable to shareholders was 155 million yuan, up 10.3% from the previous year [16]. - The first quarter of 2024 saw a revenue of 100 million yuan, a 1.6% increase year-on-year, but the net profit dropped by 15.3% to 30 million yuan [16]. - The company has launched seven new products in 2023, contributing to revenue growth and establishing a strong foundation for future performance [16]. - The gross margin improved to 61.30% in 2023, up from 57.54% in 2022, indicating enhanced profitability [16]. - Dingyang Technology has a robust product innovation capability, with a focus on general electronic testing and measurement instruments, holding 297 patents, including 198 invention patents [16]. - The company has established a solid distribution network globally, enhancing its market presence and brand strength [16]. - Future revenue projections for 2024, 2025, and 2026 are estimated at 601 million yuan, 729 million yuan, and 868 million yuan respectively, with net profits expected to be 201 million yuan, 225 million yuan, and 266 million yuan [16]. Financial Summary - The company's financial forecasts indicate a steady growth trajectory, with expected revenue growth rates of 24.3% in 2024, 21.3% in 2025, and 19.1% in 2026 [9][11]. - The projected earnings per share (EPS) for 2024, 2025, and 2026 are 1.26 yuan, 1.41 yuan, and 1.67 yuan respectively, with corresponding price-to-earnings (PE) ratios of 26x, 23x, and 20x [9][11]. - The report highlights a significant improvement in the company's operating efficiency, with a return on assets (ROA) projected to increase from 9.34% in 2023 to 13.13% in 2026 [11].

Investment Rating - The report maintains a "Buy" rating for Dingyang Technology (688112.SH) [15][17] Core Views - The company achieved revenue and net profit of 483 million yuan and 155 million yuan in 2023, representing year-on-year growth of 21.5% and 10.3% respectively. In Q1 2024, revenue and net profit were 104 million yuan and 30 million yuan, with year-on-year changes of +1.6% and -15.3% [2] - The decline in Q1 2024 net profit is attributed to several factors, including unrecognized revenue from shipped orders amounting to 12.55 million yuan, a reduction in government subsidies by 3.02 million yuan, and increased R&D and sales expenses [2] - The company's gross margin remained high at 61.3% in 2023 and 63.1% in Q1 2024, driven by an optimized product mix, with high-end products accounting for 22% of revenue, up 4 percentage points year-on-year [3] - The company emphasizes R&D and sales, with R&D and sales expense ratios reaching 20.07% and 17.12% respectively in Q1 2024, indicating a focus on long-term competitiveness [16] - Dingyang Technology's overseas market revenue reached 289 million yuan in 2023, growing by 16.8% year-on-year, and accounted for 59.8% of total revenue, reflecting successful global marketing efforts [16] Summary by Sections Financial Performance - In 2023, Dingyang Technology reported a revenue of 483 million yuan, with a growth rate of 21.5%. The net profit for the same year was 155 million yuan, with a growth rate of 10.3% [18] - For Q1 2024, the company achieved a revenue of 104 million yuan and a net profit of 30 million yuan, with year-on-year changes of +1.6% and -15.3% respectively [2][18] Profitability - The gross margin for 2023 was 61.3%, and it improved to 63.1% in Q1 2024, indicating strong profitability supported by an optimized product structure [3] Future Projections - The report projects revenues of 590 million yuan, 698 million yuan, and 837 million yuan for 2024, 2025, and 2026 respectively, with corresponding net profits of 182 million yuan, 217 million yuan, and 255 million yuan [17][18]

Financial Performance - The company's operating revenue for 2023 reached ¥483,228,037.33, representing a 21.50% increase compared to ¥397,707,385.06 in 2022[22]. - Net profit attributable to shareholders of the listed company was ¥155,260,811.30, a 10.29% increase from ¥140,773,560.31 in the previous year[22]. - The net profit after deducting non-recurring gains and losses was ¥154,687,656.31, up 20.06% from ¥128,837,161.91 in 2022[22]. - Cash flow from operating activities significantly increased to ¥106,268,694.18, a 264.99% rise from ¥29,115,538.62 in 2022[22]. - Total assets as of the end of 2023 were ¥1,662,861,622.25, reflecting a 3.94% increase from ¥1,599,891,205.63 at the end of 2022[22]. - Net assets attributable to shareholders of the listed company increased to ¥1,562,074,435.75, a 5.01% rise from ¥1,487,493,356.89 in 2022[22]. - The gross profit margin for 2023 increased to 61.30%, up 3.76 percentage points from 57.54% in 2022[33]. - Basic earnings per share for 2023 were 0.98 yuan, a 10.11% increase from 0.89 yuan in 2022[23]. - The weighted average return on equity increased to 10.24%, up 0.39 percentage points from 9.85% in 2022[23]. Research and Development - The company is focused on enhancing product reliability and performance through circuit modularization, which shortens development cycles[20]. - The company continues to invest in new technologies and algorithms to improve signal processing and measurement accuracy[20]. - The R&D investment as a percentage of operating revenue rose to 17.82%, an increase of 3.33 percentage points from 14.49% in 2022[23]. - R&D investment totaled 8,609.79 million yuan, a 49.44% increase year-on-year, representing 17.82% of total revenue, up from 14.49%[40]. - The company holds 297 patents, including 198 invention patents, and has undertaken 11 R&D and industrialization projects, showcasing its commitment to innovation and technology advancement[62]. - The company has developed a digital signal processing technology that significantly improves signal measurement quality, applicable in various products[64]. - The company’s digital oscilloscope technology has achieved an 8 GHz bandwidth, set to be released in January 2024, enhancing measurement range and accuracy with a 0.5% DC gain accuracy[62]. - The company’s modular design approach allows for hardware upgrades without affecting application layer software, ensuring product stability and facilitating continuous development[61]. Product Development and Market Strategy - The company launched 7 new products during the reporting period, contributing to revenue growth and establishing a solid foundation for future income[34]. - High-end product revenue increased by 55.00% year-on-year, with high-end products now accounting for 22% of total sales, up from 18% last year, driving an average price increase of 23.38% across four main product categories[35]. - The company is focused on expanding its product line vertically, continuously launching higher-end products and optimizing performance based on market demand[58]. - The company plans to expand its market presence and invest in new product development to enhance competitiveness[116]. - The company intends to strengthen its market presence in major markets in Europe and the United States while also increasing efforts in the domestic industrial market, particularly in regions like the Yangtze River Delta and Pearl River Delta[121]. Corporate Governance and Compliance - The company has received a standard unqualified audit report from its accounting firm[5]. - The company has confirmed that all board members attended the board meeting[5]. - The company has stated that there are no special arrangements for corporate governance[9]. - The company has not reported any related party transactions during the reporting period[129]. - The company has not faced any penalties from securities regulatory agencies in the past three years[142]. - The company has implemented internal control measures to ensure compliance with regulations and improve decision-making efficiency[170]. Shareholder and Management Information - The company plans to distribute a cash dividend of 8.80 RMB per 10 shares, totaling 140,096,016.72 RMB, which represents 90.23% of the net profit attributable to shareholders for 2023[6]. - The total remuneration for the board of directors and senior management during the reporting period amounted to 602.09 million yuan[134]. - The company held 2 shareholder meetings during the reporting period, with all proposed resolutions passed without any rejections[127]. - The company has established a compensation and assessment committee to evaluate senior management based on performance metrics and innovation capabilities[169]. Market Presence and Customer Engagement - The company’s products are sold in over 80 countries, with more than 60% of revenue coming from overseas sales, highlighting its global market reach[86]. - Customer satisfaction ratings improved to 90%, reflecting the effectiveness of new service strategies implemented[136]. - The company promotes a "customer-centric" approach to enhance product quality and service levels[174]. Environmental and Social Responsibility - The company emphasizes ESG principles, focusing on sustainable development and stakeholder communication[173]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[178]. - The company is committed to environmental responsibility, having established an environmental management system and ensuring compliance with ROHS3.0 standards[191].

Financial Performance - The company's revenue for Q1 2024 was CNY 103,844,597.71, representing a year-on-year increase of 1.62%[5] - Net profit attributable to shareholders decreased by 15.33% to CNY 30,374,251.24, while the diluted earnings per share fell by 17.39% to CNY 0.19[5] - Operating profit for Q1 2024 was CNY 33,780,799.98, down 13.1% from CNY 39,015,728.99 in Q1 2023[22] - Net profit for Q1 2024 was CNY 30,374,251.24, a decrease of 15.5% compared to CNY 35,871,817.50 in Q1 2023[23] - The company's operating revenue for Q1 2024 was ¥83,743,619.18, a decrease of 8.0% compared to ¥91,578,049.92 in Q1 2023[32] - Operating profit for Q1 2024 was ¥23,645,880.55, down 38.9% from ¥38,708,516.48 in Q1 2023[33] - Net profit for Q1 2024 was ¥23,017,619.50, a decline of 34.8% compared to ¥35,316,655.84 in Q1 2023[33] Research and Development - Research and development (R&D) expenses totaled CNY 20,836,638.20, accounting for 20.07% of revenue, an increase of 3.67 percentage points year-on-year[6] - Research and development expenses increased to CNY 20,836,638.20 in Q1 2024, up 24.7% from CNY 16,759,415.05 in Q1 2023[22] - Research and development expenses increased to ¥20,836,638.20 in Q1 2024, up 24.8% from ¥16,759,415.05 in Q1 2023[32] - The company plans to continue investing in R&D to drive future growth despite the current decline in profits[37] Product Development and Sales - The company launched two new products, including the SDS7000A series digital oscilloscope and SDM4000A series multimeter, contributing to a significant increase in high-end product sales[9] - Revenue from the company's self-owned brand "SIGLENT" grew by 5.63% year-on-year, highlighting the brand's increasing recognition and market presence[8] Financial Position - Total assets as of Q1 2024 were CNY 1,720,788,259.73, compared to CNY 1,662,861,622.25 in Q1 2023, reflecting a growth of 3.5%[20] - Total liabilities increased to CNY 127,852,457.02 in Q1 2024, up from CNY 100,787,186.50 in Q1 2023, representing a rise of 26.9%[20] - The company's total assets as of March 31, 2024, reached ¥1,705,421,254.75, compared to ¥1,654,036,494.52 at the end of 2023[29] - The total liabilities increased to ¥139,385,251.52 in Q1 2024 from ¥111,425,295.69 in Q4 2023[31] Cash Flow and Liquidity - Cash flow from operating activities was CNY 113,956,070.88 in Q1 2024, down from CNY 118,845,495.24 in Q1 2023[26] - Net cash flow from operating activities for Q1 2024 was ¥20,561,945.82, a significant improvement from a net outflow of ¥15,054,729.22 in Q1 2023[36] - Cash and cash equivalents at the end of Q1 2024 were ¥1,248,459,587.85, an increase from ¥1,219,233,907.17 at the end of Q1 2023[36] - The company's cash and cash equivalents as of March 31, 2024, amount to ¥1,322,139,333.96, an increase from ¥1,308,305,043.22 at the end of 2023[18] Shareholder Information - The total number of common shareholders at the end of the reporting period is 3,972[16] - The largest shareholder, Qin Ke, holds 35,527,113 shares, representing 22.32% of the total shares[16] - The top three shareholders, Qin Ke, Shao Haitao, and Zhao Yafeng, are identified as acting in concert[17] Operational Insights - The company had unrecognized revenue from shipped orders amounting to CNY 12,554,600, which could have increased revenue growth to 13.90% if recognized[7] - The gross profit margin improved to 63.10%, up from 59.17% in Q1 2023, reflecting the success of the high-end product strategy[9] - The company experienced a decrease in government subsidies by CNY 3,024,400, impacting net profit[10] - Financial expenses increased by CNY 2,731,200 due to foreign exchange fluctuations, while R&D expenses rose by CNY 4,077,200 as the company focused on innovation and market expansion[10] - Management expenses decreased by 20.23%, indicating effective cost control measures[11] - There are no reminders for investors regarding the company's operational situation during the reporting period[18] - The company has not disclosed any significant new strategies or product developments during the reporting period[18]

证券代码：688112 证券简称：鼎阳科技 公告编号：2024-010 深圳市鼎阳科技股份有限公司 关于涉及诉讼进展的公告 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个别及连带责任。 2023 年 4 月，公司发布提起诉讼的公告，披露公司认为普源精电及其相关 员工实施了构成商业诋毁的不正当竞争行为，对公司的商业商誉和商品声誉造成 了损害，其行为侵犯了公司的权益。公司向广东省深圳市中级人民法院提起诉讼， 并收到了法院出具的《受理案件通知书》等相关材料，案号为（2023）粤 03 民 初 3224 号。具体内容参见公司于上海证券交易所网站（www.sse.com.cn）披露 的《鼎阳科技提起诉讼的公告》（公告编号：2023-011）。 二、本次诉讼的判决情况 近日，公司收到广东省深圳市中级人民法院出具的《民事判决书》，广东省 深圳市中级人民法院已认定被告员工的职务行为构成被告对原告的商业诋毁，故 判决被告应对其员工的被诉商业诋毁行为承担相应的法律责任，包括被告普源精 电应立即停止侵害公司合法权益的行为，并应于判决生效之日起十日内赔偿公司 ...