证券代码：688213 证券简称：思特威 公告编号：2023-021 思特威（上海）电子科技股份有限公司 关于公司董事会、监事会换届选举的公告 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。 鉴于思特威（上海）电子科技股份有限公司（以下简称"公司"）第一届董 事会、监事会任期即将届满，根据《中华人民共和国公司法》（以下简称"《公司 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》等法律、法规、规范性文件以及《思特威 （上海）电子科技股份有限公司章程》（以下简称"《公司章程》"）等相关规定， 公司开展了董事会、监事会换届选举工作，现将相关情况公告如下： 一、董事会换届选举 根据《公司章程》有关规定，公司第二届董事会将由 9 名董事组成，其中非 独立董事 6 名、独立董事 3 名。公司于 2023 年 8 月 25 日召开了第一届董事会第 十七次会议，审议通过了《关于董事会换届选举暨提名第二届董事会非独立董事 候选人的议案》及《关于董事会换届选举暨提名第二届董事 ...

一、本人具备上市公司运作的基本知识，熟悉相关法律、行 政法规、部门规章及其他规范性文件，具有五年以上法律、经济 会计、财务、管理等履行独立董事职责所必需的工作经验。 二、本人任职资格符合下列法律、行政法规和部门规章以及 公司规章的要求： （一）《中华人民共和国公司法》等关于董事任职资格的规 定； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定； （三）中国证监会《上市公司独立董事管理办法》和上海证 券交易所自律监管规则有关独立董事任职资格和条件的相关规 定； （四）中共中央纪委、中共中央组织部《关于规范中管干部 辞去公职或者退（离）休后担任上市公司、基金管理公司独立董 事、独立监事的通知》的规定； 科创板上市公司独立董事候选人声明与承 诺 本人高富平，已充分了解并同意由提名人思特威（上海）电 子科技股份有限公司董事会提名为思特威（上海）电子科技股份 有限公司第二届董事会独立董事候选人。本人公开声明，本人具 备独立董事任职资格，保证不存在任何影响本人担任思特威（上 海）电子科技股份有限公司独立董事独立性的关系，具体声明并 承诺如下： 业兼职（任职）问题的意见》的相关规定； （六）中共中央纪委、教育部 ...

证券代码：688213 证券简称：思特威 公告编号：2023-018 思特威（上海）电子科技股份有限公司 关于使用暂时闲置募集资金进行现金管理的公告 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。 思特威（上海）电子科技股份有限公司（以下简称"公司"）于 2023 年 8 月 25 日分别召开了第一届董事会第十七次会议、第一届监事会第十五次会议，审 议通过了《关于使用暂时闲置募集资金进行现金管理的议案》，同意公司及子公 司拟在不影响募集资金投资计划正常进行的前提下，合理使用最高不超过人民币 6,500 万元的暂时闲置募集资金进行现金管理，使用期限不超过 12 个月，自 2023 年 9 月 1 日起 12 个月之内有效。在前述额度及使用期限范围内，资金可以循环 滚动使用。公司将按照相关规定严格控制风险，使用暂时闲置募集资金购买安全 性高、流动性好的保本型理财产品或存款类产品（包括但不限于协定性存款、结 构性存款、定期存款、大额存单等），且该等现金管理产品不得用于质押，不用 于以证券投资为目的的投资行为。公司及子公司董事会授 ...

公司依照规定对上述募集资金进行专户存储管理，并与保荐机构、存放募 集资金的开户银行签署了《募集资金专户存储三方监管协议》。 二、募集资金投资项目情况 中信建投证券股份有限公司（以下简称"中信建投证券"、"保荐机构"）作 为思特威（上海）电子科技股份有限公司（以下简称"思特威"或"公司"）首 次公开发行股票并在科创板上市及持续督导的保荐机构，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》和《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》等有关规定，对思特威 使用暂时闲置募集资金进行现金管理的事项进行了审慎核查，发表核查意见如 下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意思特威（上海）电子科技股份有 限公司首次公开发行股票注册的批复》（证监许可〔2022〕636 号），公司向社 会公开发行人民币普通股 40,010,000 股，募集资金总额为人民币 126,071.51 万 元，扣除发行费用后，实际募集资金净额为人民币 117,421.82 万元。本次募集 资金已全部到位，安永华明会计师事务所（特殊普通合伙）对资金到位情况进 行了审验，并于 20 ...

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。 重要内容提示： 思特威（上海）电子科技股份有限公司（以下简称"公司"）已于 2023 年 4 月 29 日发布公司 2022 年度报告及 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 2022 年及 2023 年一季度的经营成果、财务状况，公司计 划于 2023 年 05 月 16 日上午 11:00-12:00 举行 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。 证券代码：688213 证券简称：思特威 公告编号：2023-010 思特威（上海）电子科技股份有限公司 关于召开 2022 年度暨 2023 年第一季度 业绩说明会的公告 一、说明会类型 本次投资者说明会以网络互动形式召开，公司将针对 2022 年度及 2023 年 一季度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 会议召开时间：2023 年 05 月 16 日（星期二）上午 11:00-12:00 会 议 召 开 地 点 ： 上 海 ...

Financial Performance - The company reported a revenue of 248,298.73 million RMB in 2022, a decrease of 7.67% year-on-year[3]. - The net profit attributable to shareholders was -82.748 million RMB, a decline of 120.77% compared to the previous year[3]. - The company's operating revenue for 2022 was ¥2,482,987,309.22, a decrease of 7.67% compared to ¥2,689,327,871.83 in 2021[24]. - The net profit attributable to shareholders for 2022 was -¥82,748,036.47, representing a decline of 120.77% from ¥398,333,247.81 in the previous year[24]. - The net cash flow from operating activities for 2022 was -¥1,523,989,386.87, compared to -¥1,261,896,357.18 in 2021[25]. - The comprehensive gross profit margin for the main business was 22.14%, down 6.98 percentage points from 2021[83]. - The company reported a quarterly operating revenue of ¥828,509,758.90 in Q4 2022, with a net loss of -¥41,089,072.92 for that quarter[29]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥115,976,526.67, a decline of 129.57% from ¥392,160,445.96 in 2021[25]. Market Demand and Challenges - The significant loss was attributed to a sharp decline in market demand for security equipment and smartphones, impacting the company's core business[3]. - The company faced substantial financial expenses due to exchange losses and increased interest expenses, with the RMB depreciating approximately 9.17% against the USD during the year[3]. - The company experienced significant foreign exchange losses due to the depreciation of the RMB against the USD in 2022[25]. - The company faced a significant decline in demand for security equipment and smartphones, leading to a decrease in annual revenue and gross margin compared to the previous year[66]. Research and Development - R&D expenses increased significantly as the company continued to prioritize technology and product development despite market challenges[3]. - The company emphasizes the importance of ongoing R&D efforts, achieving multiple research outcomes despite market pressures[3]. - Research and development expenses accounted for 12.37% of operating revenue in 2022, an increase of 4.74 percentage points from 7.63% in 2021[26]. - The company has significantly increased its R&D investment by 49.69% in 2022, totaling approximately ¥307.25 million, which accounts for 12.37% of its revenue[54][55]. - The company is actively pursuing research and development in new technologies, including 360° panoramic view systems and driver monitoring systems[16]. - The company has filed for 118 new invention patents in the reporting period, with a total of 443 applications and 178 granted patents[52]. Product Development and Market Position - The company is focused on developing Advanced Driving Assistance Systems (ADAS) and has made advancements in night vision technology, which allows for full-color images in low-light conditions[16]. - The company aims to expand its market presence and enhance its product offerings through strategic partnerships and technological innovations, particularly in the semiconductor sector[16]. - The company successfully built a comprehensive automotive electronics product system, with multiple new automotive-grade CIS products launched for various applications, gaining significant market recognition and trust from customers[39]. - The company has established a strong foundation in the automotive industry with adherence to global quality management standards such as IATF 16949 and ISO26262:2018[16]. - The company aims to optimize its product matrix and enhance user experience to increase market share in smart security, consumer electronics, and automotive electronics[36]. - The company has become a leading supplier of CMOS image sensors in smart security, consumer electronics, and automotive electronics, ranking 6th in overall CIS shipment volume in 2021 and 1st in global security CIS shipments in 2020 and 2021[112]. Strategic Partnerships and Collaborations - The company has established strategic partnerships with foundries like TSMC and Samsung, ensuring a stable supply chain and production capacity[64]. - The company is focused on attracting and retaining core technical talent to maintain its innovation capabilities in a competitive industry[70]. - The company has established strong partnerships with major automotive manufacturers, which are expected to further expand in the future[49]. Governance and Shareholder Relations - The company has established a solid governance structure, ensuring efficient and stable operations in compliance with relevant laws and regulations[125]. - The company has established various internal control systems to protect the rights of minority shareholders, including measures for independent directors and information disclosure management[133]. - The company maintains a strict adherence to information disclosure requirements, ensuring transparency and compliance with regulations[133]. - The company has three independent directors who are empowered to supervise and propose significant decisions, enhancing the protection of minority shareholders' interests[133]. Future Outlook and Growth Projections - The company anticipates a recovery in the smart security industry in 2023 due to improving economic policies and decreasing inventory levels among downstream customers[37]. - The company provided guidance for the next fiscal year, projecting revenue growth of 25% to $1.875 billion[148]. - The company plans to invest approximately ¥850 million in the "Global Headquarters Park Project" to enhance R&D capabilities and attract global talent[106]. - The semiconductor market is expected to recover in 2024, with a growth rate of 5% to 10% anticipated[44]. Employee and Executive Compensation - The total compensation for key executives amounted to 98,313,100, with a significant portion attributed to core technical personnel totaling 23,968,900[139]. - The total remuneration for all directors, supervisors, and senior management personnel at the end of the reporting period amounted to CNY 35.20 million[152]. - The company has established a comprehensive performance evaluation system for senior management, linking performance to compensation[175]. Environmental and Social Responsibility - The company invested 5.95 million yuan in environmental protection during the reporting period[179]. - The company made donations totaling 487,000 yuan to support educational initiatives at Tsinghua University and Zhejiang University[188]. - The company has implemented measures to promote energy conservation and emission reduction within its operations[183].

Financial Performance - The company's operating revenue for Q1 2023 was ¥454,337,875.07, representing a year-on-year increase of 3.76%[4] - The net profit attributable to shareholders was -¥25,680,896.45, a decrease of 281.99% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥24,800,523.46, reflecting a decline of 403.18%[4] - Total operating revenue for Q1 2023 was RMB 454,337,875.07, an increase of 3.3% compared to RMB 437,882,552.13 in Q1 2022[20] - Net profit for Q1 2023 was a loss of RMB 25,680,896.45, compared to a profit of RMB 14,111,059.31 in Q1 2022[21] - Operating profit for Q1 2023 was a loss of RMB 35,662,012.70, down from a profit of RMB 17,533,714.80 in Q1 2022[21] - The company reported a total comprehensive loss of RMB 31,182,476.57 for Q1 2023, compared to a comprehensive income of RMB 12,418,325.00 in Q1 2022[22] Research and Development - Research and development expenses totaled ¥74,732,509.47, which is 16.45% of operating revenue, an increase of 2.02 percentage points year-on-year[5] - Research and development expenses for Q1 2023 were RMB 74,732,509.47, compared to RMB 63,193,197.11 in Q1 2022, reflecting a 18.3% increase[20] Cash Flow - The net cash flow from operating activities was ¥386,068,113.81, showing a significant increase compared to the previous period[5] - Cash flow from operating activities in Q1 2023 was RMB 627,926,899.94, an increase from RMB 486,358,663.81 in Q1 2022[23] - Net cash flow from operating activities turned positive at $386.07 million compared to a negative $372.75 million in the same quarter last year[25] - Net cash outflow from operating activities decreased significantly to $284.36 million from $893.36 million, showing a reduction of 68.2%[25] Assets and Liabilities - The total assets at the end of the reporting period were ¥5,745,245,593.89, a decrease of 5.10% from the end of the previous year[5] - Total liabilities as of March 31, 2023, were ¥2,041,078,286.02, down from ¥2,322,555,181.66 at the end of 2022, indicating a reduction of about 12.1%[18] - The company's cash and cash equivalents stood at ¥720,069,482.35, compared to ¥793,424,036.84 at the end of 2022, reflecting a decrease of approximately 9.2%[16] - Accounts receivable decreased to ¥694,873,271.83 from ¥874,816,424.58, marking a decline of about 20.5%[16] - Inventory as of March 31, 2023, was ¥2,755,332,334.59, down from ¥2,932,240,366.79, which is a decrease of approximately 6.0%[17] - The total equity attributable to shareholders was ¥3,704,167,307.87, slightly down from ¥3,731,455,336.54, indicating a decrease of about 0.7%[19] Shareholder Information - The top ten shareholders held a total of 54,828,443 shares, accounting for 13.71% of the total shares[10] Other Financial Metrics - The weighted average return on net assets was -0.69%, a decrease of 1.23 percentage points[5] - The basic and diluted earnings per share were both -¥0.06, a decline of 263.79%[5] - Other comprehensive income for Q1 2023 was a loss of RMB 5,501,580.12, compared to a loss of RMB 1,692,734.31 in Q1 2022[22] - The company experienced a significant increase in tax expenses, with a total of RMB -10,316,113.86 in Q1 2023 compared to RMB 3,062,655.49 in Q1 2022[21] Financing Activities - Cash inflow from financing activities was $569.20 million, slightly down from $626.87 million in Q1 2022[26] - Net cash flow from financing activities was negative at $245.65 million, contrasting with a positive $426.89 million in the same quarter last year[26] Accounting Standards - The company has not adopted new accounting standards or interpretations that would affect the financial statements for the year[27]

Financial Performance - The company's operating revenue for Q3 2022 was ¥644,856,141.99, a decrease of 18.94% year-over-year[4] - The net profit attributable to shareholders for Q3 2022 was -¥46,634,705.75, representing a decline of 133.14% compared to the same period last year[4] - The basic earnings per share for Q3 2022 was -¥0.12, a decrease of 130.77% compared to the same period last year[5] - The diluted earnings per share for Q3 2022 was also -¥0.12, reflecting a similar decline of 130.77% year-over-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses for Q3 2022 was -¥77,553,683.01, down 155.04% year-over-year[4] - The company experienced a 19% year-over-year decline in sales revenue, attributed to market demand fluctuations and the pandemic[9] - Total operating revenue for Q3 2022 was ¥1,654,477,550.32, a decrease of 19% compared to ¥2,042,657,334.71 in Q3 2021[23] - The company's total liabilities amounted to ¥2,836,608,570.01, an increase from ¥1,761,515,776.48 year-over-year[21] - The net profit for Q3 2022 was -41,658,963.55 RMB, compared to a net profit of 320,456,470.40 RMB in Q3 2021, representing a significant decline[24] - The total comprehensive income for Q3 2022 was -40,339,016.60 RMB, down from 318,292,066.39 RMB in the same period last year[25] - The company's operating profit for Q3 2022 was -66,396,425.37 RMB, compared to an operating profit of 381,310,419.81 RMB in Q3 2021[24] Research and Development - The R&D investment for Q3 2022 totaled ¥98,098,124.21, an increase of 89.57% year-over-year, accounting for 15.21% of operating revenue[5] - Research and development expenses for Q3 2022 were ¥223,358,656.88, compared to ¥133,718,983.75 in Q3 2021, reflecting a significant increase[23] - The company plans to continue investing in new technologies and products to strengthen its market position despite current losses[9] - The company is focused on expanding its market presence and developing new technologies[18] Assets and Liabilities - The total assets at the end of Q3 2022 were ¥6,623,424,192.10, reflecting a 50.88% increase from the end of the previous year[5] - The equity attributable to shareholders at the end of Q3 2022 was ¥3,786,815,622.09, up 44.08% year-over-year due to funds raised from the IPO[11] - Total current assets reached ¥5,582,949,475.18, compared to ¥2,919,872,648.01 in the previous year[19] - Short-term borrowings increased significantly to ¥1,825,492,372.19 from ¥823,198,093.87 year-over-year[21] - Non-current liabilities totaled ¥553,593,143.80, up from ¥339,970,005.94 in the previous year[21] - The company's equity attributable to shareholders was ¥3,786,815,622.09, up from ¥2,628,356,802.10 in the previous year[21] Cash Flow - The cash flow from operating activities for the first three quarters of 2022 was -1,662,465,263.77 RMB, compared to -950,226,358.73 RMB in the first three quarters of 2021[27] - Cash inflow from operating activities totaled 1,522,875,040.13 RMB, while cash outflow was 3,185,340,303.90 RMB, resulting in a net cash flow deficit[27] - The company reported cash inflow from financing activities of 3,726,736,611.88 RMB, with a net cash flow from financing activities of 2,174,326,924.95 RMB[28] - The cash and cash equivalents at the end of Q3 2022 amounted to 1,183,573,810.75 RMB, an increase from 802,839,226.67 RMB at the end of Q3 2021[28] - The company reported cash inflow from investment activities of 10,742,000.00 RMB, while cash outflow was 107,233,652.61 RMB, resulting in a net cash flow deficit from investment activities[27] Shareholder Information - Total number of common shareholders at the end of the reporting period was 6,032[12] - The largest shareholder, Xu Chen, holds 54,828,443 shares, representing 13.71% of total shares[12] - The top ten shareholders collectively hold significant stakes, with the largest being 13.71%[12] - There are no significant changes in the status of pledged, marked, or frozen shares among major shareholders[12] - The company has no reported participation in margin financing or securities lending by the top shareholders[16]

Financial Performance - The company reported a significant increase in revenue for the first half of 2022, achieving a total revenue of 500 million RMB, representing a 25% year-over-year growth[1]. - The company's operating revenue for the first half of 2022 was ¥1,009,621,408.33, a decrease of 19.05% compared to ¥1,247,169,255.47 in the same period last year[18]. - The net profit attributable to shareholders of the listed company was ¥4,975,742.20, down 97.23% from ¥179,716,909.40 in the previous year[18]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥299,797.40, a decline of 99.83% compared to ¥179,585,906.52 in the same period last year[18]. - The net cash flow from operating activities was -¥1,009,022,128.47, compared to -¥938,033,774.70 in the previous year, indicating a worsening cash flow situation[18]. - In the first half of 2022, the company achieved total revenue of 1,009.62 million CNY, a decrease of 19.1% compared to the same period last year[39]. - Revenue from the smart security industry was 776.64 million CNY, down 30.3% year-on-year, accounting for 77.0% of total revenue[39]. - The company reported a total of 5,115,900,960.07 in current assets, an increase from 2,919,872,648.01 in the previous period, reflecting a growth of approximately 75.3%[148]. Research and Development - The company has invested 200 million RMB in R&D for new technologies, focusing on AI and machine learning applications[1]. - The company increased R&D investment to 12.41% of operating revenue, up 5.84 percentage points from the previous year[20]. - Total R&D investment for the first half of 2022 was ¥125.26 million, a 52.81% increase year-on-year, representing 12.41% of total revenue[31]. - The number of R&D personnel increased by 67% year-on-year, contributing to the rise in R&D costs[32]. - The company is focused on developing new technologies and products to maintain its competitive edge in the market[20]. - The company has achieved mass production of its SFCPixel® patented technology and the fourth-generation low-light color night vision technology[28]. - The company is advancing its AI smart sensor platform, which is currently under development[28]. Market Expansion and Strategy - The company has set a future outlook with a revenue target of 1 billion RMB for the full year 2022, indicating a projected growth rate of 20%[1]. - The company is planning market expansion into Southeast Asia, targeting a 15% market share within the next two years[1]. - A strategic acquisition of a local tech firm is in progress, which is anticipated to enhance the company's technological capabilities and add 50 million RMB to annual revenue[1]. - The company is actively exploring potential mergers and acquisitions to strengthen its market position[137]. - The company aims to enhance its chip R&D efficiency by adhering to a "develop one generation, produce one generation, and pre-research one generation" strategy[37]. Risks and Challenges - The company has identified potential risks related to supply chain disruptions, which may impact production timelines[1]. - The company faced significant foreign exchange losses due to the depreciation of the RMB against the USD[20]. - High supplier concentration poses a risk, with the top five suppliers accounting for 88.57% of total procurement, which could impact production stability[51]. - The company faces high customer concentration risk, which may lead to sales fluctuations if major clients encounter geopolitical or operational issues[52]. - The COVID-19 pandemic has created uncertainties that could disrupt the company's production and sales operations[59]. Shareholder and Governance - The board has approved a share buyback program worth 100 million RMB to enhance shareholder value[1]. - The company has made commitments regarding share restrictions for major stakeholders, including a lock-up period of 36 months for shares held by the controlling shareholder and key personnel[96]. - The controlling shareholder, Xu Chen, has committed to not transferring or entrusting the management of shares for 36 months post-IPO, ensuring stability in shareholding[96]. - The company has established a profit distribution policy in accordance with relevant laws and regulations, which will be strictly followed post-IPO[112]. Environmental Responsibility - The company emphasizes environmental protection and integrates green management into its operations, focusing on climate change, energy management, water management, waste management, and air pollution prevention[90]. - There were no administrative penalties related to environmental issues during the reporting period, reflecting the company's commitment to environmental responsibility[91]. - The company is not classified as a key pollutant discharge unit by environmental protection authorities, indicating a lower environmental impact[89]. Financial Position - The total assets at the end of the reporting period were ¥6,433,208,933.83, an increase of 46.55% from ¥4,389,872,578.58 at the end of the previous year[19]. - The net assets attributable to shareholders of the listed company increased to ¥3,834,829,404.83, reflecting a growth of 45.90% from ¥2,628,356,802.10 at the end of the previous year[19]. - Cash and cash equivalents at the end of the period amounted to CNY 1,579,066,724.34, representing 24.55% of total assets, an increase of 110.65% year-on-year[74]. - The company reported a significant increase in lease liabilities to ¥10,935,665.64, a 27.52% rise due to new factory leases[76].