安徽天禾律师事务所 地址：中国合肥濉溪路 278 号财富广场 B 座东区 15-16 层 电话：（0551）62642792 传真：（0551）62620450 关于合肥新汇成微电子股份有限公司 向不特定对象发行可转换公司债券之 法律意见书 安徽天禾律师事务所 ANHUI TIANHE LAW OFFICE 法律意见书 释 义 在本法律意见书中，除非文义另有所指，下列词语具有下属含义： | 公司、汇成股份、发行人 | 指 | 合肥新汇成微电子股份有限公司 | | --- | --- | --- | | 汇成有限 | 指 | 合肥新汇成微电子有限公司，汇成股份之前身 | | 江苏汇成 | 指 | 江苏汇成光电有限公司，汇成股份全资子公司 | | 扬州新瑞连 | 指 | 扬州新瑞连投资合伙企业（有限合伙） | | 嘉兴高和 | 指 | 嘉兴高和创业投资合伙企业（有限合伙），曾用名嘉兴高 和股权投资基金合伙企业（有限合伙） | | 志道投资 | 指 | 安徽志道投资有限公司 | | Advance | 指 | Advance Allied Limited | | Great Title | 指 | Great Ti ...

海通证券股份有限公司 关于合肥新汇成微电子股份有限公司 向不特定对象发行可转换公司债券 之 发行保荐书 保荐机构（主承销商） （上海市广东路 689 号） 本保荐机构及保荐代表人根据《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》）、《证券发行上市 保荐业务管理办法》（以下简称《保荐管理办法》）、《上市公司证券发行注册 管理办法》（以下简称《注册管理办法》）、《上海证券交易所科创板股票上市 规则》（以下简称《上市规则》）等有关法律、行政法规和中国证券监督管理委 员会（以下简称中国证监会）、上海证券交易所的规定，诚实守信，勤勉尽责， 严格按照依法制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并 保证所出具文件的真实性、准确性和完整性。 如无特殊说明，本发行保荐书中的简称或名词释义与《合肥新汇成微电子股 份有限公司向不特定对象发行可转换公司债券之募集说明书》一致。 3-1-1 | 声 明 1 | | --- | | 第一节 本次证券发行基本情况 3 | | 一、本次证券发行保荐机构名称 3 | | 二、保荐机构指定保荐代表人及保荐业务执业情况 3 | | 三 ...

6-1-1 | 报告防伪编码: 268621892818 | | | --- | --- | | 被审计单位名称: | 合肥新汇成微电子股份有限公司 | | 报 告 文 号: | 天健审(2022)278号 | | 签字注册会计师: 向晓三 | | | 法师编 号: | 330000012088 | | 签字注册会计师: | 许红瑾 | | 注 师 编 号: | 330000015357 | | 事 务 所 名 称: | 天健会计师事务所(特殊普通合伙) | | 事 务 所 电话: | 0571-89722900 | | 事 务 所 地 址: | 浙江省杭州市钱江路1 3 6 6 号华润大厦B | 第 2 页 共 122 页 目 录 | | | | 二、财务报表……………………………………………………… 第 | 7—14 | | 页 | | --- | --- | --- | --- | | （一）合并及母公司资产负债表…………………………… 第 | | 7—8 | 页 | | （二）合并及母公司利润表……………………………………… | | 第 9 | 页 | | （三）合并及母公司现金流量表…………………… ...

股票简称：汇成股份 股票代码：688403 合肥新汇成微电子股份有限公司 Union Semiconductor（Hefei）Co., Ltd. （合肥市新站区合肥综合保税区内） 向不特定对象发行可转换公司债券 募集说明书 （申报稿） 保荐机构（主承销商） （上海市广东路 689 号） 二〇二三年八月 合肥新汇成微电子股份有限公司 向不特定对象发行可转换公司债券募集说明书 声 明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对申请 文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行人的 盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反 的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由发 行人自行负责。投资者自主判断发行人的投资价值，自主作出投资决策，自行承 担证券依法发行后因发行人经营与收益变化或者证券价格变动引致的投资风险。 1-1-1 合肥新汇成微电子股份有限公司 向不特定对象发行可转换公司债券募集说明书 重大事项提示 公司特别提请投资者注意，在作出投资决策之前，务必仔细阅读本募集说明 书正文内容，并特别关注以 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 241,377,743.44, representing a year-on-year increase of 4.78%[4] - The net profit attributable to shareholders decreased by 45.93% to CNY 26,301,595.47 compared to the same period last year[4] - The basic and diluted earnings per share were both CNY 0.03, reflecting a decline of 57.14% compared to the previous year[4] - Total operating revenue for Q1 2023 was CNY 241,377,743.44, an increase of 4.4% compared to CNY 230,355,848.53 in Q1 2022[18] - Net profit for Q1 2023 was CNY 26,301,595.47, a decrease of 45.9% from CNY 48,647,931.85 in Q1 2022[19] - The company reported a total comprehensive income of CNY 27,363,962.12 for Q1 2023, down from CNY 48,647,931.85 in Q1 2022[20] Cash Flow - The net cash flow from operating activities fell by 74.85% to CNY 47,803,567.22, primarily due to large prepayments received in Q1 2022[8] - Cash flow from operating activities for Q1 2023 was CNY 47,803,567.22, significantly lower than CNY 190,089,114.78 in Q1 2022[21] - Cash inflow from investment activities in Q1 2023 was CNY 702,399,208.68, compared to CNY 2,450,000.00 in Q1 2022[21] - Cash outflow from investment activities for Q1 2023 totaled CNY 800,748,956.83, an increase from CNY 136,588,734.57 in Q1 2022[21] - Net cash flow from investment activities for Q1 2023 was negative CNY 98,349,748.15, compared to negative CNY 134,138,734.57 in Q1 2022[21] - The company experienced a foreign exchange impact of negative CNY 162,315.68 on cash and cash equivalents in Q1 2023[21] - The net increase in cash and cash equivalents for Q1 2023 was -$51,523,477.73, compared to an increase of $132,170,303.63 in the previous year[22] - The beginning cash and cash equivalents balance was $128,774,333.13, while the ending balance was $77,250,855.40[22] Assets and Liabilities - Total assets at the end of the reporting period were CNY 3,210,434,085.12, an increase of 0.46% from the end of the previous year[5] - Current assets totaled CNY 987,355,824.68, down from CNY 1,175,816,966.66 in the previous year[15] - Cash and cash equivalents decreased to CNY 77,752,605.95 from CNY 129,783,168.00[14] - Accounts receivable increased to CNY 137,225,943.21 from CNY 108,919,623.84, indicating a growth of approximately 26%[14] - Inventory decreased slightly to CNY 199,944,245.87 from CNY 205,687,609.89[14] - Total liabilities decreased to CNY 277,132,475.07 from CNY 291,926,553.27[16] - The company's equity attributable to shareholders increased to CNY 2,933,301,610.05 from CNY 2,903,705,902.53[16] Research and Development - Research and development expenses totaled CNY 17,264,061.33, accounting for 7.15% of operating revenue, a decrease of 0.30 percentage points year-on-year[5] Market and Strategic Focus - The decline in net profit was attributed to factors such as intensified global inflation, geopolitical issues, and a downturn in consumer demand in the semiconductor industry[8] - The company is focusing on expanding its market presence and enhancing product development strategies[13] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 20,440[10] Other Financial Information - The company reported non-recurring gains and losses totaling CNY 9,144,983.89 for the period[7] - The weighted average return on net assets was 0.90%, down by 2.53 percentage points year-on-year[5] - The company reported a net loss of CNY 38,350,968.05, an improvement from a loss of CNY 64,652,563.52 in the previous year[16] - The company has ongoing investments in fixed assets, totaling CNY 1,808,429,261.52, up from CNY 1,747,952,553.66[15] - The company is not applying new accounting standards or interpretations for the first time in 2023[22]

证券代码：688403 证券简称：汇成股份 公告编号：2023-018 合肥新汇成微电子股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩 暨现金分红说明会的公告 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： 说明会问题征集：投资者可于 2023 年 5 月 5 日（星期五）09:30 前访问 网址 https://eseb.cn/148t1VE9jbO 或使用微信扫描下方小程序码进行会前提问， 公司将通过本次业绩暨现金分红说明会，在信息披露允许范围内就投资者普遍关 注的问题进行回答。 合肥新汇成微电子股份有限公司（以下简称"公司"）已于 2023 年 4 月 21 日在上海证券交易所网站（www.sse.com.cn）披露了《汇成股份 2022 年年度报 告》全文和《汇成股份 2022 年年度报告摘要》，并将于 2023 年 4 月 27 日在上 海证券交易所网站（www.sse.com.cn）披露 2023 年第一季度报告。为便于广大 投资者更加全面深入地了解公司经营业绩、财务状况、利 ...

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the fiscal year 2022, representing a year-over-year growth of 15%[16]. - The company's operating revenue for 2022 was CNY 939,652,817.36, representing an 18.09% increase compared to CNY 795,699,929.99 in 2021[23]. - The net profit attributable to shareholders for 2022 was CNY 177,224,972.73, a 26.30% increase from CNY 140,318,165.49 in 2021[23]. - The net cash flow from operating activities increased by 103.50% to CNY 601,141,680.25 in 2022, up from CNY 295,398,927.37 in 2021[23]. - The company's net assets attributable to shareholders grew by 108.36% to CNY 2,903,705,902.53 at the end of 2022, compared to CNY 1,393,601,109.34 at the end of 2021[23]. - The total assets increased by 56.81% to CNY 3,195,632,455.80 at the end of 2022, up from CNY 2,037,920,157.41 at the end of 2021[23]. - Basic earnings per share for 2022 were CNY 0.24, a 14.29% increase from CNY 0.21 in 2021[24]. - The company reported a significant increase in customer orders due to expanded production capacity and improved service capabilities[25]. - The company reported a total revenue of 11.5 billion RMB for the year, with a net profit of 6.51 billion RMB, representing a profit margin of approximately 56.65%[62]. - The company achieved a main business revenue of 884.39 million yuan, representing a year-on-year growth of 15.46%[35]. Research and Development - The company is investing RMB 200 million in R&D for new product development, focusing on advanced packaging technologies and AI applications[16]. - The R&D expenditure as a percentage of operating revenue was 6.93% in 2022, down from 7.62% in 2021[24]. - The company invested 65.14 million yuan in R&D during the reporting period, a year-on-year increase of 7.49%[36]. - The company is actively developing advanced packaging technologies such as Fan-out, 2.5D/3D, and SiP to overcome industry technical bottlenecks[36]. - The company is focused on expanding its 12-inch display driver chip packaging capacity, with ongoing projects in Hefei and Jiangsu to enhance production capabilities[50]. - The company is expanding its production capabilities by acquiring advanced equipment to enhance its competitive position in the global market[73]. - The company is committed to attracting high-end talent and optimizing human resource allocation to support sustainable development[128]. Market Strategy and Expansion - The company plans to expand its market presence in Southeast Asia, targeting a 25% increase in market share by 2025[16]. - The company is focused on expanding its market presence through innovative technologies and strategic partnerships, aiming for sustained growth in the semiconductor industry[66]. - The company has identified potential markets for expansion, particularly in the Asia-Pacific region[140]. - The company is exploring new partnerships to leverage synergies and enhance operational efficiency[140]. - The company plans to optimize bumping technology and develop high-end advanced packaging techniques such as Fan-out and 2.5D/3D[125]. Corporate Governance - A standard unqualified audit report was issued by Tianjian Accounting Firm, ensuring the accuracy and completeness of the financial statements[5]. - The board of directors and supervisory board members have confirmed the authenticity and completeness of the annual report, underscoring corporate governance[4]. - The company has established specialized committees under the board to provide professional advice for major decisions[136]. - The company held 1 shareholders' meeting, 9 board meetings, and 4 supervisory meetings during the reporting period, ensuring compliance with governance regulations[135]. - The board consists of 7 members, including 3 independent directors, ensuring a balanced governance structure[135]. Risk Management - The company has detailed various operational risks and corresponding mitigation strategies in the report, emphasizing the importance of investor awareness regarding investment risks[4]. - There are no non-operational fund occupations by controlling shareholders or related parties, ensuring financial integrity[8]. - The company has not violated decision-making procedures for external guarantees, maintaining compliance with regulations[8]. - The company faces risks related to high customer concentration, with sales to the top five customers accounting for 75.37% of total sales[80]. - The company is at risk of losing core technical talent due to high competition in the integrated circuit packaging industry[78]. Environmental Responsibility - The company invested 5.76 million RMB in environmental protection during the reporting period[181]. - The company has established a strict environmental management system and has obtained ISO 14001 certification for environmental management[197]. - The company promotes resource conservation and utilizes photovoltaic power generation to reduce electricity consumption[198]. - The company has a waste water treatment system that includes various processes to ensure compliance with discharge standards[196]. - The company has implemented a self-monitoring plan for environmental pollutants, with monthly and quarterly monitoring of various waste emissions[191]. Future Outlook - The company expects a revenue growth of 10% to 12% for the upcoming fiscal year, projecting total revenue between RMB 1.32 billion and RMB 1.344 billion[16]. - Future guidance indicates an expected revenue increase of 15% for the upcoming fiscal year, driven by new technology initiatives[140]. - The company plans to continue expanding its production capabilities and enhancing service quality to drive future growth[25]. - The company aims to improve its supply chain management to reduce costs and increase profitability[140]. Profit Distribution Policy - The company plans to not distribute cash dividends for the fiscal year 2022, nor to convert capital reserves into share capital, and will roll over the remaining undistributed profits to the next year[169]. - The profit distribution policy emphasizes a balance between reasonable returns to investors and the sustainable development of the company, ensuring continuity and stability in profit distribution[165]. - The company's cash dividend conditions require positive net profit and undistributed profits, with no major investment plans or significant capital expenditures[165]. - The company will continue to adhere to relevant laws and regulations while maintaining a long-term return strategy for investors[171].

Financial Performance - The company's operating revenue for Q3 2022 was ¥236,130,880.99, representing a 10.60% increase compared to the same period last year[7]. - The net profit attributable to shareholders for Q3 2022 was ¥49,810,012.83, showing a significant increase of 41.25% year-on-year[7]. - The net profit attributable to shareholders after deducting non-recurring gains and losses for the year-to-date was ¥104,383,775.70, reflecting a 77.57% increase compared to the same period last year[7]. - Total operating revenue for Q3 2022 reached ¥698,126,435.01, an increase from ¥572,257,446.55 in the same period of 2021, representing a growth of approximately 22.1%[38]. - Net profit for Q3 2022 was ¥142,316,002.28, compared to ¥94,081,334.90 in Q3 2021, reflecting a growth of approximately 51.2%[41]. - Basic earnings per share for Q3 2022 were ¥0.21, an increase from ¥0.14 in Q3 2021[43]. Assets and Liabilities - The total assets at the end of Q3 2022 reached ¥3,201,404,002.71, marking a 57.09% increase from the end of the previous year[11]. - The total assets of the company as of September 30, 2022, were approximately ¥3.20 billion, up from ¥2.04 billion at the end of 2021[32]. - The total liabilities as of the reporting date amounted to ¥339,055,422.52, compared to ¥644,319,048.07 in the previous period[38]. - The total liabilities include accounts payable of approximately ¥123.84 million, an increase from ¥84.06 million in the previous year[32]. Shareholder Equity - The equity attributable to shareholders at the end of Q3 2022 was ¥2,862,348,580.19, which is a 105.39% increase compared to the end of the previous year[11]. - Total equity attributable to shareholders reached ¥2,862,348,580.19, up from ¥1,393,601,109.34 in the previous period[38]. - The company reported a net loss of ¥81,691,169.72 in retained earnings, compared to a loss of ¥224,007,172.00 previously[38]. Cash Flow - The cash flow from operating activities for the year-to-date was ¥492,279,927.58, representing a 179.65% increase compared to the same period last year[11]. - Cash generated from operating activities in the first three quarters of 2022 was ¥876,914,484.45, compared to ¥568,707,653.10 in the same period of 2021, showing a growth of about 54.1%[43]. - The net cash flow from operating activities was 492,279,927.58, a significant increase from 176,032,247.54 in the previous period, indicating strong operational performance[46]. - Total cash inflow from financing activities reached 1,737,428,664.87, compared to 499,821,768.53 previously, reflecting robust capital raising efforts[48]. - Cash outflow for investment activities amounted to 636,086,937.89, up from 231,689,226.99, suggesting increased investment in long-term assets[46]. - The cash and cash equivalents at the end of the period totaled 800,170,435.69, compared to 29,761,215.54 previously, indicating improved liquidity[48]. Research and Development - The company's R&D investment totaled ¥13,520,514.08 in Q3 2022, a decrease of 28.90% year-on-year[11]. - Research and development expenses for Q3 2022 were ¥47,747,762.05, slightly down from ¥48,007,044.20 in Q3 2021[38]. Customer and Market Activity - The company experienced a significant increase in customer orders, contributing to the growth in operating revenue[17]. - The company attributed the increase in net profit to a decrease in financial expenses and gains from the disposal of a small amount of assets[16]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 28,293, with the largest shareholder holding 20.85% of shares[19]. - The company has no pledged, marked, or frozen shares among its top shareholders[19]. - The company has not disclosed any related party transactions or agreements among other shareholders[23].