精进电动科技股份有限公司 信息披露管理制度 精进电动科技股份有限公司 信息披露管理制度 第一章 总则 第一条 为规范精进电动科技股份有限公司（以下简称"公司"）信息披 露管理行为，加强信息披露事务管理，保护投资者合法权益，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"）、《上市公司信息披露管理办法》、《上市公司治理准则》、《上 海证券交易所科创版股票上市规则》（以下简称"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 的要求，结合《精进电动科技股份有限公司章程》（以下简称"公司章程"）， 制定本制度。 第二条 本制度所称"信息"是指可能对公司股票及其衍生品种的交易价 格、交易量产生较大影响或者对投资者的投资决策有较大影响的任何行为和事项 的有关信息及证券监督部门、上海证券交易所要求披露的其他信息；所称"披露" 是指在规定的时间内，在上海证券交易所网站和中国证券监督管理委员会（以下 简称"中国证监会"）指定的媒体上，以规定的披露方式向社会公众公布前述的 信息。 第三条 本制度所称"市值"是指交易前 10 ...

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: 一、担保情况概述 （一）担保基本情况 为满足子公司业务发展的资金需求，公司全资子公司精进电动科技（菏泽） 有限公司（以下简称"精进菏泽"）拟向中科租赁（天津）有限公司申请不超过 人民币 3,000 万元的融资租赁额度，公司为该笔融资租赁额度提供保证担保，具 体条款以届时签订的合同为准。 （二）履行的内部决策程序 证券代码：688280 证券简称：精进电动 公告编号：2023-030 精进电动科技股份有限公司 关于为全资子公司提供担保的公告 2023 年 1 月 3 日，召开了第三届董事会第三次会议和第三届监事会第三次 会议，审议通过了《关于 2023 年度担保额度预计的议案》，同意自董事会审议 通过之日起 1 年，公司 2023 年度为全资子公司新增担保额度不超过人民币 5 亿 元，董事会授权董事长在担保预计额度内全权办理与担保有关的具体事宜。公司 独立董事也对该事项发表了明确同意的独立意见。根据《公司章程》规定，本议 案无需提交公司股东大会审议。具体详见公 ...

华泰联合证券有限责任公司 关于精进电动科技股份有限公司 为全资子公司提供担保的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"保荐机构"）作 为精进电动科技股份有限公司（以下简称"精进电动"、"公司"）首次公开发行 股票并在科创板上市的保荐机构，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》、《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等有关规定，对精进电动为全资子公司提供担保事 项进行了核查，核查情况及意见如下： 一、担保情况概述 （一）担保基本情况 为满足子公司业务发展的资金需求，公司全资子公司精进电动科技（菏泽） 有限公司（以下简称"精进菏泽"）拟向中科租赁（天津）有限公司申请不超过 人民币 3,000 万元的融资租赁额度，公司为该笔融资租赁额度提供保证担保， 具体条款以届时签订的合同为准。 （二）履行的内部决策程序 4、法定代表人：于业鹏 5、住所：山东省菏泽市开发区福州路 2868 号 7 号楼 A206 室。 2023 年 1 月 3 日，公司召开了第三届董事会第三次会议和第三届监事会第 三次会议，审议通过了《关于 2023 年度担保 ...

Financial Performance - The company reported a total revenue of 1,020.68 million yuan for the year 2022, with a net loss attributable to shareholders of 388.35 million yuan[4]. - The net profit excluding non-operating gains and losses was a loss of 451.95 million yuan for the same period[4]. - The company has not yet achieved profitability since its listing[4]. - There is no profit distribution plan or capital reserve transfer plan due to the company's ongoing losses[7]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion RMB for the fiscal year 2022, representing a year-over-year growth of 25%[36]. - The company's total revenue for 2022 was CNY 1,020,682,920.26, representing a 38.62% increase compared to CNY 736,318,212.03 in 2021[44]. - The net loss attributable to shareholders for 2022 was CNY -388,353,538.44, a 2.94% improvement from CNY -400,128,372.57 in 2021[45]. - The gross margin improved from -3.77% in 2021 to 4.59% in 2022, despite the negative impact of raw material price increases on electric drive products[47]. - The net cash flow from operating activities for 2022 was CNY -454,695,409.70, a decrease of 36.94% compared to 2021[48]. - The company achieved a total asset value of CNY 2,982,070,758.23 at the end of 2022, down 11.73% from 2021[45]. Shareholder Structure and Governance - The controlling shareholder, Heze Beixiang New Energy Technology Co., Ltd., holds 11.81% of the company's shares and 57.24% of the voting rights[12]. - The actual controller, Yu Ping, collectively controls 59.29% of the voting rights through various entities[12]. - The special voting rights mechanism allows the controlling shareholder to have a significant influence over shareholder meetings, potentially limiting the impact of minority shareholders[18]. - The company has set up a special voting rights arrangement that has been operational since October 14, 2019[10]. - The company is subject to specific governance arrangements, including differential voting rights for certain shareholders[8]. - The company has implemented stricter reduction restrictions on special voting rights shares compared to ordinary shares, ensuring that shareholders with special voting rights focus on the company's long-term and stable development[22]. - The company has committed to strict compliance with information disclosure requirements, including the implementation and changes of special voting rights arrangements in regular reports[25]. - The controlling shareholder has issued a commitment letter to exercise special voting rights in accordance with relevant laws and regulations, ensuring no abuse of these rights[26]. - The company has established various management systems to regulate related party transactions and ensure that significant transactions are approved at the shareholder meeting level[24]. - Shareholders holding more than 10% of voting rights can propose temporary board meetings, ensuring greater participation in corporate governance[24]. Research and Development - The company is investing 200 million RMB in research and development for innovative electric drive systems over the next two years[36]. - Research and development expenses increased to CNY 21,347,450, representing a CNY 5,838,640 increase from 2021, as the company focused on enhancing competitiveness and exploring new markets[47]. - The R&D expenditure as a percentage of revenue was 20.91%, slightly down from 21.06% in 2021[46]. - The total R&D investment for 2022 was approximately ¥213.47 million, an increase of 37.65% compared to ¥155.09 million in the previous year[91]. - The company has developed a third-generation silicon carbide (SiC) controller assembly, which enhances power density, efficiency, and reduces cooling system complexity, benefiting electric vehicles with lower battery costs and longer range[107]. - The company has established partnerships with major automotive manufacturers such as Stellantis, GAC Group, and Geely Group for mass production of its oil-cooled electric motor technology[107]. - The company has received 11 new domestic invention patents and 52 utility model patents during the reporting period, increasing its total domestic patents to 39 invention patents and 287 utility model patents[89]. - The company has multiple core technologies that are at the international or domestic advanced level, with several patents and proprietary technologies[83]. Market Expansion and Strategy - The company plans to expand its market presence in Europe, targeting a 10% market share by 2025[36]. - The company plans to continue expanding its North American operations, with strategic investments in human and material resources[47]. - The company is actively expanding its overseas market presence, leveraging its technological advantages and production scale[125]. - The company aims to maintain a competitive edge by planning to add no more than 105,000 sets of new production capacity by the end of 2025, which represents a CAGR of approximately 9.97%[186]. - The company has secured a mass production project for a three-in-one product for a major North American automaker, targeting luxury and electric vehicles in multiple international markets[185]. Production and Sales - The production and sales of new energy vehicles reached 7.06 million units, with a year-on-year growth of 96.9% in production and 93.4% in sales[58]. - The company’s domestic revenue growth was driven by improved external conditions and increased downstream orders[58]. - The company achieved a production capacity of 10,000,000 units for the two-in-one system for pure electric medium trucks, with the C sample mold developed and verified for market launch[99]. - The company completed the production line construction for commercial vehicle bridge drive systems, achieving a production capacity of 3,000,000 units, leading the domestic market[99]. - Cumulative sales of electric drive systems for new energy vehicles reached 164,621 units, a year-on-year increase of 16.33% compared to 141,507 units last year[187]. - Cumulative production of electric drive systems for new energy vehicles was 170,617 units, reflecting a year-on-year growth of 16.40% from 146,584 units last year[187]. Risks and Challenges - The company faces risks related to low capacity utilization due to market fluctuations and competition, which could adversely affect its profitability[122]. - The company is at risk of intensified competition in the electric drive system sector due to the entry of new domestic and international players[125]. - The company is exposed to risks from exchange rate fluctuations, particularly with its sales revenue being partially denominated in USD[131]. - The company anticipates that the demand for electric vehicles may decline if consumer recognition does not improve, potentially impacting its production and operations negatively[124]. - The company faced risks from raw material price fluctuations, as direct material costs constitute a significant portion of production costs[127]. Cost Management - Cost control measures implemented in 2022 included optimizing procurement management and production systems to reduce raw material costs[200]. - The company plans to further enhance cost reduction strategies in 2023 by leveraging procurement scale advantages and optimizing existing product designs[200]. - A comprehensive cost optimization approach is being applied to both existing and in-development products, focusing on material and manufacturing process improvements[200]. - The establishment of a price assessment system and response mechanism to material price fluctuations is part of the company's strategy[200]. - The company is actively developing new suppliers to introduce effective competition and lower procurement costs[200]. Customer Concentration - Sales revenue from the top five customers accounted for 55.86% of the total annual sales, indicating a high customer concentration risk[126]. - The sales revenue from the top domestic customer in 2022 was CNY 11,584.40 million, accounting for 12.82% of the main business income[155]. - The sales revenue from the top foreign customer was CNY 21,342.23 million, which made up 23.61% of the main business income[158].

http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心视频录播和网络文字互动 投资者可于 2023 年 05 月 12 日(星期五) 至 05 月 18 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 tzzgx@jjecn.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：688280 证券简称：精进电动 公告编号：2023-022 精进电动科技股份有限公司 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个别及连带责任。 重要内容提示： 精进电动科技股份有限公司（以下简称"公司"）已于 2023 年 4 月 25 日 发布公司 2022 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，公司计划于 2023 年 05 月 19 日下午 15:00-16:30 举行 2022 年度业绩说明会，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视 ...

Financial Performance - The company's revenue for Q1 2023 was ¥177,962,847.47, representing a decrease of 31.26% compared to the same period last year[5]. - The net profit attributable to shareholders for Q1 2023 was -¥121,660,711.27, a decline of 39.33% year-over-year[7]. - The net profit excluding non-recurring gains and losses decreased by 29.05% compared to the same period last year[12]. - Total revenue for Q1 2023 was ¥177,962,847.47, a decrease of 31.2% compared to ¥258,889,713.32 in Q1 2022[29]. - Operating profit for Q1 2023 was -¥120,250,060.02, compared to -¥110,048,392.93 in Q1 2022, indicating a worsening loss[30]. - Net profit for Q1 2023 was -¥121,660,711.27, compared to -¥87,318,067.09 in Q1 2022, reflecting a significant increase in losses[31]. - Total comprehensive income for Q1 2023 was -¥122,662,496.90, compared to -¥87,417,795.62 in Q1 2022, indicating increased losses[31]. - Basic earnings per share for Q1 2023 was -¥0.21, compared to -¥0.15 in Q1 2022, reflecting a decline in earnings[31]. - Tax expenses for Q1 2023 were ¥1,354,792.97, compared to -¥17,037,233.37 in Q1 2022, indicating a shift in tax liabilities[31]. Cash Flow and Liquidity - The net cash flow from operating activities decreased by 232.44% compared to the previous year, primarily due to a significant reduction in government subsidies received[8]. - Cash flow from operating activities for Q1 2023 was -¥95,060,018.26, compared to -¥28,594,384.71 in Q1 2022, indicating a decline in cash flow[33]. - The net cash flow from investing activities was -$48,290,423.30, compared to -$47,963,147.77 in the previous period, indicating a slight increase in cash outflow[34]. - Cash inflow from financing activities totaled $84,166,750.00, significantly higher than $20,228,212.58 in the previous period, reflecting increased borrowing and investment receipts[34]. - The net cash flow from financing activities was $15,643,990.77, a recovery from -$103,103,344.95 in the previous period, showing improved financial stability[34]. - The total cash and cash equivalents at the end of the period were $709,843,196.73, down from $1,281,572,586.90 at the beginning of the period, indicating a decrease in liquidity[34]. - Cash outflows for debt repayment amounted to $30,000,000.00, a decrease from $110,000,000.00 in the previous period, suggesting a reduction in debt obligations[34]. - The impact of exchange rate fluctuations on cash and cash equivalents was -$833,019.62, which reflects the currency risk faced by the company[34]. Research and Development - The total R&D expenditure for the quarter was ¥52,942,870.33, which accounted for 29.75% of the revenue, an increase of 12.35 percentage points year-over-year[6]. - The company reported an increase in R&D expenses due to ongoing investments aimed at enhancing competitiveness and exploring new markets[7]. - Research and development expenses for Q1 2023 were ¥52,942,870.33, an increase of 17.8% from ¥45,052,111.37 in Q1 2022[30]. - The company plans to reduce investment in the high-end electric drive system R&D project due to external adverse conditions since 2020, leading to a decrease in hardware and software procurement costs[17]. - The new generation electric drive system industrialization upgrade project has been optimized, with part of the work being completed in North America, resulting in a reduction of the investment amount[19]. Assets and Liabilities - The total assets at the end of the reporting period were ¥2,879,566,539.66, a decrease of 3.44% from the end of the previous year[6]. - The company's current assets totaled RMB 1,841,630,187.68, down from RMB 1,952,812,918.35 at the end of 2022[25]. - The company's inventory increased to RMB 534,837,380.54 from RMB 505,428,491.21, reflecting a growth of approximately 5.4%[25]. - The company reported a total liability of RMB 1,415,084,752.10 as of March 31, 2023, compared to RMB 1,395,836,220.00 at the end of 2022[27]. - The company’s total equity as of March 31, 2023, was RMB 1,464,481,787.56, a decrease from RMB 1,586,234,538.23 at the end of 2022[27]. Shareholder Information - The company reported a total of 69,677,522 shares held by Heze Beixiang New Energy Technology Co., accounting for 11.81% of total shares[15]. - Noble Ray International Limited holds 60,263,177 shares, representing 10.21% of total shares[15]. - Citron PE Investment (Hong Kong) Limited owns 40,747,975 shares, which is 6.90% of total shares[15]. - The top ten shareholders collectively hold a significant portion of the company's shares, with VV Cleantech (HK) Limited holding 23,281,808 shares, or 3.94%[16]. Project Developments - The North American warehousing and logistics center project faced delays due to external adverse conditions, prompting the company to transfer some production to other bases to ensure business continuity[20]. - The company has adjusted the project timeline for the high-end electric drive system project from 3 years to 24 months, starting from January 2023[18]. - The company has also moved its headquarters and R&D center to a new location to enhance operational efficiency and reduce costs[18]. - The company has decided to terminate a project and initiate a new "North American Warehousing and Logistics Center Project" with a total planned investment of RMB 120 million[21]. - The new project will involve purchasing or constructing a logistics center of approximately 85,000 square feet in Farmington Hills, Michigan, aimed at enhancing logistics processing capacity to meet future growth demands in North America[21]. - The total investment for the new project includes RMB 100 million for construction or purchase of the logistics facility, RMB 13 million for software and hardware, RMB 4 million for upgrades, and RMB 3 million for personnel[21]. Operational Efficiency - The company has implemented measures to improve data collection and analysis capabilities through enhanced internal management and optimization of existing processes[20]. - The company has approved changes to its fundraising investment projects, reallocating RMB 35,813.43 million for permanent working capital[23].

Financial Performance - The company reported a total revenue of 1,020.68 million yuan for the year 2022, with a net loss attributable to shareholders of 388.35 million yuan, and a net loss of 451.95 million yuan after deducting non-operating gains and losses [4]. - The company has not yet achieved profitability since its listing, and there are no profit distribution or capital reserve transfer plans for the year due to the lack of profits [7]. - The company reported a total revenue of RMB 1.5 billion for the fiscal year 2022, representing a year-over-year increase of 25% [35]. - The company's operating revenue for 2022 was CNY 1,020,682,920.26, representing a year-on-year increase of 38.62% compared to CNY 736,318,212.03 in 2021 [43]. - The net profit attributable to shareholders for 2022 was a loss of CNY 388,353,538.44, which is a 2.94% improvement from a loss of CNY 400,128,372.57 in 2021 [44]. - The cash flow from operating activities for 2022 was a net outflow of CNY 454,695,409.70, a decrease of 36.94% compared to the previous year [47]. - The gross profit margin improved from -3.77% in 2021 to 4.59% in 2022, despite the continued negative impact of raw material price increases on electric drive products [46]. - The company reported a basic earnings per share of -0.66 for 2022, an improvement from -0.86 in 2021 [45]. - The company reported a net loss of CNY 38.84 million for the reporting period, a 2.94% reduction in losses compared to 2021, while the net loss excluding non-recurring items was CNY 45.20 million, an increase of 2.06% year-on-year [117]. Shareholder Structure and Governance - The controlling shareholder, Heze Beixiang New Energy Technology Co., Ltd., holds 11.81% of the company's shares and controls 57.24% of the voting rights, while the actual controller Yu Ping controls a total of 59.29% of the voting rights [12]. - The company has established a special voting rights mechanism, where each share held by the controlling shareholder has ten times the voting power of ordinary shares [9]. - The special voting rights arrangement is designed to ensure that the controlling shareholder has decisive control over ordinary resolutions at shareholder meetings, potentially limiting the influence of minority shareholders [18]. - The company has three independent directors who have the authority to propose board meetings and engage external audit and consulting firms, enhancing the protection of minority shareholders' interests [23]. - Shareholders holding more than 10% of voting rights can propose temporary board meetings, ensuring active participation in corporate governance [24]. - The company has committed to strict compliance with information disclosure requirements, including the implementation and changes of special voting rights arrangements in regular reports [25]. - The controlling shareholder has issued a commitment to exercise special voting rights in accordance with relevant laws and regulations, ensuring no harm to investors' legal rights [26]. - The company emphasizes the importance of shareholder dividend rights and has set up a dedicated process for discussing shareholder returns [23]. - The company has clarified the boundaries of special voting rights, ensuring they do not apply to significant matters affecting investors' basic rights [22]. - The company held a total of 3 shareholder meetings during the reporting period, including 1 annual and 2 extraordinary meetings, ensuring all shareholders could exercise their rights [196]. - The board of directors convened 9 meetings during the reporting period, approving 34 proposals, and ensuring compliance with legal and regulatory requirements [198]. - The supervisory board held 9 meetings during the reporting period, approving 19 proposals, and maintained compliance with legal and regulatory standards [199]. - The company is committed to improving its governance structure and internal control systems to enhance operational standards and transparency [195]. Research and Development - The company is investing RMB 200 million in R&D for next-generation battery technology [35]. - The company's R&D expenditure accounted for 20.91% of operating revenue in 2022, slightly down from 21.06% in 2021 [45]. - The company invested CNY 213.47 million in R&D during the reporting period, representing a year-on-year increase of 37.65% [61]. - The company has developed advanced electric motor technologies that improve efficiency by 1%-3% and reduce weight by over 10% [85]. - The company is actively working on oil-cooled drive motors and third-generation silicon carbide semiconductor controllers, with some products already launched in the market [85]. - The company has established a research and production base in Detroit, USA, to support its overseas market expansion in the rapidly growing electric vehicle sector [192]. - The company plans to enhance its talent pool by improving its compensation system, performance evaluation, and recruitment processes to attract high-level technical talent for continuous innovation [193]. - The company has achieved early success in the production and R&D of drive motor assemblies, control assemblies, and transmission assemblies, enhancing its competitive edge [84]. - The company has completed the design and verification of a silicon carbide controller for European commercial vehicle clients, with mass production expected in 2024 [90]. - The company has developed a third-generation silicon carbide (SiC) controller assembly, which enhances power density, efficiency, and reduces cooling system complexity, benefiting electric vehicles with lower battery costs and longer range [109]. Market Expansion and Strategy - The company plans to expand its market presence in North America, targeting a 15% market share by 2025 [35]. - The company has initiated a merger with a complementary technology firm to enhance its product offerings [35]. - The company is actively expanding its overseas market presence, leveraging its technological advantages and production scale [127]. - The company is focused on expanding its presence in the North American market as a strategic priority for future growth [192]. - The company is expanding its R&D capabilities in North America, aiming to establish a leading fully automated three-in-one electric drive system production line by mid-2023 [94]. - The company has established partnerships with major automotive manufacturers such as Stellantis, GAC Group, and Geely for mass production of its oil-cooled electric motor technology [109]. - The company is actively expanding its product offerings to include a full range of passenger and commercial vehicles, targeting high-end market opportunities [189]. Risks and Challenges - The company has described potential risks in its annual report, which can be found in the section on "Management Discussion and Analysis" under "Risk Factors" [5]. - The company faces risks related to core talent retention and potential R&D failures, which could impact its competitive edge and operational performance [122][120]. - The company is at risk of intensified competition in the electric drive system sector due to increasing market entrants and capacity expansion [128]. - The company is exposed to financial risks from exchange rate fluctuations, particularly with its foreign sales denominated in USD [135]. - The company anticipates potential adverse impacts on its operations from geopolitical tensions and macroeconomic instability [138]. - The company reported a decrease in financial expenses due to increased interest income from bank deposits compared to the previous year [142]. - The company is implementing cost optimization measures across its existing and in-development products to improve overall profitability [190]. Product Development and Innovation - The company launched a high-power density bridge drive system based on conductor motor technology, along with several integrated powertrain systems for commercial vehicles with torque ranging from 1000 Nm to 3500 Nm [61]. - The company has developed a three-in-one powertrain for a mainstream passenger vehicle in North America, which is in the final preparation stage for mass production [61]. - The company has completed the development of A sample molds for the dual-in-one system for commercial vehicles, with a total output of 16,000,000 units and revenue of 3,342,823.68 million RMB, positioning itself as a leader in the heavy-duty truck market [100]. - The company has developed A sample molds for the dual-in-one system for medium-sized electric trucks, achieving a total output of 10,000,000 units and revenue of 4,238,566.76 million RMB, confirming its leadership in the market [100]. - The company has completed the design and verification of the high-voltage motor controller system, achieving a total output of 4,400,000 units and revenue of 2,174,483.57 million RMB, which can be widely applied in new energy vehicles [101]. - The company has achieved a significant improvement in system average efficiency by over 3% through multi-gear settings in its products [87]. - The company has established a total of 21 software copyrights and 39 domestic authorized invention patents, with a total of 91 authorized patents overseas by the end of the reporting period [61]. - The company has a comprehensive procurement system to ensure product quality, with suppliers undergoing rigorous evaluation and approval processes [70]. - The production model is based on customer orders, ensuring a just-in-time production approach [71]. - The sales strategy is demand-driven, with proactive marketing efforts to align with customer needs and development timelines [72].