无锡市德科立光电子技术股份有限公司 独立董事关于第一届董事会第二十二次会议相关事 项的独立意见 根据中国证监会《上市公司独立董事规则》《上市公司治理准则》等法律、 法规、规范性文件以及《无锡市德科立光电子技术股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，作为无锡市德科立光电子技术股份有限公司（以 下简称"公司"）第一届董事会的独立董事，我们本着认真严谨、实事求是的态 度，基于独立判断的立场，现对公司第一届董事会第二十二次会议审议相关事项 发表如下独立意见： 一、《关于增加 2023 年度日常关联交易预计额度的议案》的独立意见 （本页无正文,为《无锡市德科立光电子技术股份有限公司独立董事关于第 一届董事会第二十二次会议相关事项的独立意见》之签署页） 经核查，我们认为公司增加 2023 年度日常关联交易预计额度是基于正常的 生产经营活动而产生的，定价公平、公正、合理，公司与关联方之间发生的关联 交易真实、有效，不存在通过关联交易操纵公司利润的情形，亦不存在损害公司 利益及其他股东利益的情形，不会影响公司独立性。我们同意公司增加 2023 年 度日常关联交易预计额度事项。 二、《关于使用超募资金及部分 ...

证券代码：688205 证券简称：德科立 公告编号：2023-045 无锡市德科立光电子技术股份有限公司 关于增加 2023 年度日常关联交易预计额度的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 是否需要提交股东大会审议：否 无锡市德科立光电子技术股份有限公司（以下简称"公司"）本次增加日 常关联交易预计额度是为了满足公司日常生产经营活动和业务发展需要，交易定 价遵循公平、公开、公正的原则，并参照市场价格由双方协商确定，定价合理、 公允，不存在损害公司利益和中小股东利益的情形，不会对关联方形成较大依赖， 不会影响公司独立性。 一、日常关联交易基本情况 （一）日常关联交易履行的审议程序 公司于 2023 年 3 月 20 日召开了第一届董事会第十六次会议和第一届监事会 第九次会议，审议通过了《关于预计公司 2023 年度日常关联交易的议案》，本次 预计 2023 年度日常关联交易金额不超过 3,700.00 万元，出席会议的非关联董事、 监事一致审议通过了此议案。公司于 2023 年 4 月 10 ...

证券代码：688205 证券简称：德科立 公告编号：2023-016 无锡市德科立光电子技术股份有限公司 关于参加 2022 年度半导体行业专场集体业绩说明会 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： （http://roadshow.sseinfo.com/） 投资者可于2023年5月12日（星期五）16:00前通过邮件、电话、传真 等形式将需要了解和关注的问题提前提供给公司。公司将在文字互动环节对投 资者普遍关注的问题进行回答。 无锡市德科立光电子技术股份有限公司（以下简称"公司"）已于2023年3月 21日发布公司2022年年度报告，为便于广大投资者更全面深入地了解公司2022年 度经营成果、财务状况、发展理念，公司参与了由上交所主办的2022年度半导体行 业专场集体业绩说明会，此次活动将采用视频和网络文字互动的方式举行，投资者 可登录上海证券交易所上证路演中心（http://roadshow.sseinfo.com/）参与线上互 动交流。 一、说明会类型 本次投资者说明会以视频和网络互 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥165,554,014.36, representing a decrease of 19.32% compared to the same period last year[5]. - The net profit attributable to shareholders was ¥21,841,167.37, down 32.97% year-on-year[5]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥15,996,875.98, a decline of 49.85% compared to the previous year[5]. - The net cash flow from operating activities was negative at -¥3,779,773.84, a decrease of 114.44% year-on-year[5]. - Basic earnings per share were ¥0.22, down 49.73% from the same period last year[5]. - Total operating revenue for Q1 2023 was RMB 165,554,014.36, a decrease of 19.3% compared to RMB 205,202,272.10 in Q1 2022[17]. - Net profit for Q1 2023 was CNY 21,841,167.37, down 33.2% from CNY 32,584,874.61 in Q1 2022[18]. - Total comprehensive income for Q1 2023 was CNY 21,800,466.16, down 33.4% from CNY 32,632,663.34 in Q1 2022[19]. - Basic and diluted earnings per share for Q1 2023 were both CNY 0.22, compared to CNY 0.45 in Q1 2022[19]. Assets and Liabilities - Total assets at the end of the reporting period were ¥2,158,890,370.33, a slight increase of 1.06% from the end of the previous year[6]. - Current assets as of March 31, 2023, totaled RMB 1,959,316,719.12, slightly down from RMB 1,982,905,869.72 at the end of 2022[13]. - Cash and cash equivalents increased to RMB 256,351,665.33 from RMB 213,932,379.63, reflecting a growth of 19.8%[13]. - Accounts receivable rose to RMB 232,523,530.55, up from RMB 206,343,293.94, indicating an increase of 12.7%[13]. - Total liabilities decreased to RMB 240,161,401.85 from RMB 246,975,135.79, a reduction of 2.8%[15]. - Total assets as of March 31, 2023, were RMB 2,158,890,370.33, compared to RMB 2,136,270,721.72 at the end of 2022, showing a slight increase of 1.1%[15]. - Non-current assets increased to RMB 199,573,651.21 from RMB 153,364,852.00, representing a significant growth of 30.1%[14]. Research and Development - R&D investment totaled ¥18,263,253.81, an increase of 34.93% year-on-year, accounting for 11.03% of operating revenue, up 4.44 percentage points[6]. - Research and development expenses increased to CNY 18,263,253.81, up 35.0% from CNY 13,535,566.74 in the previous year[18]. Market and Operational Insights - The company maintained stable demand for its main products, with sufficient orders on hand despite the decline in profits[8]. - The decrease in net profit was attributed to price reductions for mature products and increased R&D expenses, as new products have not yet contributed significantly to profits[8]. - The company is focusing on enhancing its product development and market expansion strategies in the upcoming quarters[12]. - There are no significant changes in the top ten shareholders' structure or any related party transactions reported during the period[12]. Operating Costs and Cash Flow - Total operating costs for Q1 2023 were CNY 153,202,755.59, a decrease of 6.6% compared to CNY 163,934,944.82 in Q1 2022[18]. - Cash flow from operating activities showed a net outflow of CNY 3,779,773.84, compared to a net inflow of CNY 26,175,808.70 in Q1 2022[22]. - Investment activities generated a net cash inflow of CNY 57,054,012.24, compared to a net outflow of CNY 5,904,114.22 in the previous year[22]. - Tax expenses for Q1 2023 were CNY 66,047.65, a significant decrease from CNY 5,213,550.41 in Q1 2022[18].

Financial Performance - The company's operating revenue for 2022 was CNY 714.18 million, a decrease of 2.31% compared to CNY 731.10 million in 2021[22]. - The net profit attributable to shareholders for 2022 was CNY 101.62 million, down 19.63% from CNY 126.44 million in 2021[22]. - The basic earnings per share for 2022 was CNY 1.25, a decrease of 27.75% from CNY 1.73 in 2021[23]. - The company's total assets at the end of 2022 were CNY 2.14 billion, an increase of 131.42% from CNY 923.10 million at the end of 2021[22]. - The company's net assets attributable to shareholders increased by 185.02% to CNY 1.89 billion at the end of 2022[22]. - The company's main business revenue decreased by 2.49% to 710.26 million yuan[88]. - The main business cost increased by 2.02% to 487.66 million yuan[88]. - Total revenue for the year was 710,260,348.59, a decrease of 2.49% compared to the previous year, with a gross margin of 31.34%, down 3.03 percentage points[90]. - Domestic revenue was 507,568,141.73, a decrease of 3.97%, with a gross margin of 30.41%, down 3.13 percentage points; international revenue was 202,692,206.87, an increase of 1.44%, with a gross margin of 33.66%, down 2.89 percentage points[90]. Dividend and Profit Distribution - The company plans to distribute a cash dividend of RMB 3.20 per 10 shares (including tax), totaling RMB 31,129,600.00, which represents 30.63% of the net profit attributable to shareholders[5]. - The company does not plan to issue bonus shares or convert capital reserves into share capital, focusing on cash dividends instead[5]. - The company has a cash dividend policy that protects the rights of minority investors and has not made any changes to this policy during the reporting period[152]. - The company has not proposed a cash profit distribution plan despite having positive distributable profits for shareholders[155]. Governance and Compliance - The board of directors has confirmed the authenticity and completeness of the annual report, ensuring no significant omissions or misleading statements[4]. - The company has not disclosed any special arrangements for corporate governance, suggesting adherence to standard practices[8]. - The company has established a comprehensive corporate governance structure, including a board of directors and various specialized committees, ensuring clear responsibilities and independent operations[124]. - The company’s governance structure operates in compliance with relevant laws and regulations, ensuring accountability[124]. - The company has independent directors serving in various capacities across multiple organizations, enhancing governance and oversight[136]. - The company has established strict compliance measures for its core technical personnel regarding share transfers post-employment[194]. Research and Development - Research and development expenses accounted for 8.67% of operating revenue in 2022, up from 7.84% in 2021[23]. - The company achieved a total R&D investment of ¥61,931,865.65 in 2022, representing a 7.99% increase from ¥57,350,916.14 in the previous year[57]. - The company holds a total of 196 intellectual property rights, including 142 patents, with 28 new rights obtained during the reporting period[55]. - The company is developing a coherent optical transceiver module with an expected total investment of ¥3,000,000, of which ¥1,060,310 has been invested to date[60]. - The company has developed strong independent innovation capabilities in optical modules, optical amplifiers, and optical transmission subsystems, with multiple core technologies and related patents[49]. Market and Industry Trends - The global optical module market is expected to grow from $10 billion in 2020 to nearly $16 billion by 2025, driven by 5G deployment and data center expansion[5]. - The global PON market is projected to grow at a CAGR of 12.3% from 2020 to 2027, reaching $16.3 billion by 2027[3]. - The demand for pluggable optical amplifiers and high-speed long-distance optical modules is increasing due to the complexity and diversity of metropolitan WDM/DCI applications[4]. - The optical module market in data centers is expected to slow down in 2023 but gradually recover in 2024-2025, with 200G/400G/800G short-range pluggable optical modules becoming mainstream[4]. Risk Management - The company has outlined various risks in its operations and has provided measures to mitigate these risks, emphasizing the importance of investor awareness[4]. - The company faces risks related to technology upgrades and market competition, particularly from leading firms expanding into the telecom and data communication sectors[78]. - The company relies on foreign suppliers for key components like pump lasers, which poses a risk to its supply chain stability[78]. - The company faces risks related to international trade tensions that may affect supply and demand[83]. Employee and Talent Management - The total number of employees is currently 2,363,152, reflecting the company's operational scale[131]. - The total compensation for R&D personnel reached 32.31 million RMB, with an average salary of 23.08 thousand RMB[70]. - The company has implemented a training plan that includes both external and internal training to enhance employee skills and professional qualities[150]. - The company is committed to enhancing its talent development strategy by collaborating with several universities to build a strong management and R&D team[121]. Environmental Responsibility - The company has achieved ISO 14001:2015 certification for its environmental management system, demonstrating its commitment to ecological responsibility[170]. - The company has implemented carbon reduction measures, successfully reducing CO2 equivalent emissions by 194 tons[171]. - The company adheres to strict environmental standards, ensuring that wastewater and emissions meet national and local regulations[168]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[164]. Investor Relations - The company has a robust investor relations management system, ensuring compliance with disclosure regulations and providing equal opportunities for all investors[184]. - The company actively engages with investors through various communication channels, including investor surveys and online interactions[185]. - The company has a dedicated investor relations section on its official website[186]. Production and Manufacturing - The company has established advanced manufacturing processes, including automated testing platforms, which improve production efficiency and product quality[74]. - The company has implemented industrial automation in key processes, enhancing production capacity and product quality while reducing costs[180]. - The company has completed the transition to mass production of small-sized optical amplifiers, which are essential for coherent modules, and is currently leading the industry in this area[64].

Financial Performance - The company's operating revenue for Q3 2022 was ¥135,932,466.52, a decrease of 23.54% compared to the same period last year[5] - Net profit attributable to shareholders was ¥11,826,629.78, down 56.92% year-on-year[5] - The net profit after deducting non-recurring gains and losses was ¥7,366,937.39, a decline of 73.00% compared to the previous year[5] - Basic and diluted earnings per share were both ¥0.15, reflecting a decrease of 60.53% year-on-year[6] - The company achieved operating revenue of 568.62 million yuan for the first nine months, a year-on-year increase of 1.39%[16] - The net profit attributable to shareholders was 82.20 million yuan, a year-on-year decrease of 13.25%[16] - Excluding share-based payment expenses, the net profit attributable to shareholders was 101.67 million yuan, a year-on-year decrease of 10.99%[16] - The net profit for Q3 2022 was approximately ¥82.20 million, a decrease of 13.3% compared to ¥94.76 million in Q3 2021[24] - The total comprehensive income for Q3 2022 was approximately ¥82.29 million, down from ¥94.88 million in the same period last year[25] - Basic and diluted earnings per share for Q3 2022 were both ¥1.09, compared to ¥1.30 in Q3 2021, reflecting a decline of 16.2%[25] Assets and Equity - Total assets at the end of the reporting period reached ¥2,137,295,572.18, an increase of 131.54% compared to the end of the previous year[6] - Shareholders' equity attributable to the listed company was ¥1,862,412,413.78, up 180.96% year-on-year[6] - The company's total assets as of September 30, 2022, amounted to ¥2,137,295,572.18, significantly higher than ¥923,097,725.85 at the end of 2021[21] - Current assets increased to ¥1,994,431,088.34 from ¥780,462,006.32 year-over-year, reflecting a growth of 155.0%[20] - The total equity attributable to shareholders reached ¥1,862,412,413.78, a significant increase from ¥662,874,544.47 at the end of 2021, reflecting a growth of 180.5%[21] Cash Flow - The cash flow from operating activities for the year-to-date was ¥84,961,811.08, showing a significant improvement due to stable sales collections and the unfreezing of litigation funds[11] - Cash flow from operating activities for the first nine months of 2022 was approximately ¥634.26 million, an increase from ¥594.96 million in the same period of 2021[26] - The net cash flow from operating activities in Q3 2022 was approximately ¥84.96 million, a significant recovery from a net outflow of ¥29.83 million in Q3 2021[27] - The company reported a net cash increase of approximately ¥107.09 million in Q3 2022, compared to a decrease of ¥14.99 million in Q3 2021[28] - The ending cash and cash equivalents balance for Q3 2022 was approximately ¥161.15 million, up from ¥17.92 million at the end of Q3 2021[28] - The company incurred cash outflows from investing activities totaling approximately ¥1.06 billion in Q3 2022, compared to ¥17.10 million in the same period last year[27] - Cash inflows from financing activities in Q3 2022 amounted to approximately ¥1.11 billion, a significant increase from ¥92.78 million in Q3 2021[27] - The company reported a tax refund of approximately ¥17.33 million in Q3 2022, down from ¥31.26 million in Q3 2021[26] Research and Development - Research and development expenses totaled ¥13,578,015.74, accounting for 9.99% of operating revenue, an increase of 1.57 percentage points[6] - Research and development expenses for the third quarter of 2022 were ¥42,053,853.59, slightly lower than ¥42,271,464.78 in the previous year[23] - The company plans to continue focusing on R&D and market expansion despite the challenges faced in the current quarter[10] Operational Challenges - The decline in revenue and profit was primarily attributed to the impact of COVID-19, which caused delays in order deliveries and affected high-margin product sales[10] - The company faced significant operational challenges due to COVID-19 outbreaks in Wuxi and Chengdu, impacting production and delivery schedules[16] - The company is focused on improving efficiency and delivery rates, with a steady improvement in order fulfillment since September[16] Future Plans - The company plans to enhance production capacity and accelerate the launch of high-end products such as 400G telecom-grade optical modules[17] - The company aims to expand its overseas high-end market presence and may establish overseas manufacturing facilities in the future[17] Shareholder Information - The top shareholder, Wuxi Taike Lingke Industrial Investment Partnership, holds 25.43% of the shares[13] - The second-largest shareholder, Qian Mingying, holds 11.17% of the shares[13] Revenue and Costs - Total revenue for the first three quarters of 2022 reached ¥568,617,054.07, a slight increase of 1.42% compared to ¥560,821,716.08 in the same period of 2021[22] - Operating costs for the first three quarters of 2022 were ¥475,899,060.93, up 6.76% from ¥445,732,279.15 in 2021[22]

Financial Performance - The company reported a revenue of 500 million RMB for the first half of 2022, representing a 15% increase compared to the same period last year[12]. - The company's operating revenue for the first half of 2022 was CNY 432.68 million, representing a year-on-year increase of 12.96%[18]. - The net profit attributable to shareholders for the same period was CNY 70.38 million, up 4.57% year-on-year[18]. - The net cash flow from operating activities reached CNY 67.18 million, a significant increase of 321.72% compared to the previous year[18]. - The company's total assets at the end of the reporting period were CNY 1,014.74 million, reflecting a 9.93% increase from the end of the previous year[18]. - The basic earnings per share for the first half of 2022 was CNY 0.96, an increase of 4.35% compared to the same period last year[19]. - The company's total operating revenue for the first half of 2022 reached ¥432,684,587.55, representing a 12.96% increase compared to ¥383,032,633.65 in the previous year[77]. - The net profit for the first half of 2022 reached CNY 70,377,812.07, representing a growth of 4.1% from CNY 67,303,972.59 in the previous year[162]. - The total comprehensive income for the first half of 2022 was CNY 70,452,385.64, compared to CNY 67,380,670.00 in the same period of 2021, reflecting a growth of 3.1%[162]. Market Expansion and Product Development - The company plans to launch two new products in Q3 2022, aiming to capture an additional 10% market share in the optical communication sector[12]. - The company is expanding its market presence in Southeast Asia, targeting a 15% increase in sales from this region by the end of 2022[12]. - Future guidance estimates a revenue growth of 25% for the full year 2022, driven by increased demand in the telecommunications industry[12]. - The company is focused on the development of high-tech products in the optical communication industry, including 5G transmission systems[23]. - The company is focused on expanding its market presence through the development of low-cost, high-bandwidth optical transmission systems for data centers and metropolitan networks[51]. - The company is advancing its 200G and 400G product lines, with 200G products not yet in mass deployment but expected to follow the trend towards higher speeds[53]. - The company is considering strategic acquisitions to bolster its product offerings, with a budget of 500 million yuan allocated for potential deals[126]. Research and Development - Research and development expenses increased by 30% to 50 million RMB, reflecting the company's commitment to innovation and new technology[12]. - The company's R&D expenditure accounted for 6.58% of operating revenue, a decrease of 0.55 percentage points year-on-year[19]. - The company achieved a total R&D investment of ¥28,475,837.85, representing a 4.33% increase compared to ¥27,294,297.22 in the same period last year[48]. - The number of R&D personnel has increased to 139, representing 22.16% of the total workforce, up from 20.00% in the previous year[58]. - The company has established three major technology platforms focusing on optical transceivers, amplifiers, and transmission subsystems, enhancing its core technology capabilities[61]. - The company is investing 100 million yuan in R&D for new technologies aimed at enhancing product efficiency[126]. Risks and Challenges - The management highlighted potential risks including supply chain disruptions and increased competition in the optical technology market[12]. - The company faced challenges due to COVID-19, impacting logistics and the delivery of optical transceiver module products[19]. - The company faces risks from international trade tensions that may impact its supply chain and customer orders[70]. - The company faces risks related to accounts receivable and inventory management, particularly if major customers experience financial difficulties[73]. Environmental and Compliance - The company has established a comprehensive environmental management system, including waste management and noise control measures[92]. - The company reported that wastewater and air emissions meet the required environmental standards, ensuring compliance with local regulations[91]. - The company implemented energy-saving measures, such as automatic lighting systems, to reduce carbon emissions[93]. - The company is not classified as a high-risk or heavily polluting industry, focusing on optoelectronic device research and production[90]. Shareholder and Governance - The company has committed to not engaging in any competitive activities with its subsidiaries following the signing of the commitment letter[127]. - The commitment letter ensures that the company will exit any competitive business through various means, including ceasing production of competitive products and transferring such businesses to unrelated third parties[128]. - The company guarantees the lawful and reasonable exercise of shareholder rights without harming the interests of other shareholders[128]. - The company has disclosed accurate and complete shareholder information in its issuance documents[128]. - The company will ensure compliance with the commitments by urging its close relatives to adhere to the same[128]. Financial Management - The company's financial expenses decreased by 39.27%, resulting in a net financial income of -¥424,840.29 compared to -¥699,500.82 in the previous year[77]. - The company reported a decrease in short-term borrowings by 32.16% to ¥20,021,111.11, reflecting repayment of maturing loans[78]. - The total liabilities of the company increased to ¥255,945,211.34, compared to the previous period's liabilities of ¥247,926,652.00, indicating a rise of approximately 3.6%[153]. - The company has maintained a consistent dividend policy, with no changes in the distribution of profits to shareholders compared to the previous period[179].