苏州上声电子股份有限公司 独立董事关于公司第二届董事会第二十五次会议 相关事项的独立意见 ly & Za 陈立虎(签字): 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》（以下简称"《上市规则》"）及苏州 上声电子股份有限公司（以下简称"公司"）《公司章程》、《独立董事 工作制度》的有关规定，我们作为公司的独立董事，认真审阅了公司 于2023年8月29日召开的第二届董事会第二十五次会议的相关议案后， 基于独立客观判断立场，本着认真、严谨、负责的态度，发表如下独 立意见： (本页以下无正文) (本页无正文,为《苏州上声电子股份有限公司独立董事关于公司 第二届董事会第二十五次会议相关事项的独立意见》之签署页) 独立董事: 一、《关于公司 2023 年半年度募集资金存放与实际使用情况的专 项报告的议案》的独立意见 经核查，公司编制了《2023 年半年度募集资金存放与实际使用 情况的专项报告》，报告内容真实、准确、完整地反映了 2023 年半年 度公司募集资金的存放、使用和管理情况，符合《上市公司监管指引 第 2 号——上市公司募集资金管理和使用的监管要求》《上海证券交 ...

证券代码：688533 证券简称：上声电子 公告编号：2023-061 苏州上声电子股份有限公司 2023年半年度募集资金存放与实际使用情况的 专项报告 经中国证券监督管理委员会《关于同意苏州上声电子股份有限公 司首次公开发行股票注册的批复》（证监许可〔2021〕823 号）核准， 公司向社会公众公开发行人民币普通股（A 股）4,000 万股，每股发 行价格为 7.72 元，募集资金总额为人民币 30,880.00 万元，扣除各 项发行费用人民币 5,028.88 万元（不含增值税）后，募集资金净额 为人民币 25,851.12 万元。上述募集资金已于 2021 年 4 月 13 日全部 到位，经安永华明会计师事务所（特殊普通合伙）审验，并出具了安 永华明（2021）验字第 61368955_I01 号《验资报告》。公司已对募 集资金进行专户存储，设立了募集资金专项账户。上述募集资金到账 后，已全部存放于募集资金专项账户内，公司已与保荐人及存放募集 资金的银行签订了募集资金三方监管协议。 （二）募集资金使用及结余情况 截至 2023 年 6 月 30 日，公司本年度使用募集资金人民币 67,393,680.8 ...

证券代码：688533 证券简称：上声电子 公告编号：2023-059 苏州上声电子股份有限公司 关于公司副总经理离任及聘任执行经理的公告 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。 一、关于公司副总经理退休离任的情况说明 苏州上声电子股份有限公司（以下简称"公司"或"上声电子"） 董事会于近日收到公司提交的关于公司副总经理沈明华先生因达到退 休年龄，辞任公司副总经理职务的报告，沈明华先生离任后将由公司 聘任为高级顾问，其原有职务的退出不会对公司日常生产与经营产生 不利影响。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上市公司自律监管指引第 1 号——规范运作》 及《公司章程》等相关规定，沈明华先生辞任副总经理的报告自送达 董事会之日起生效。沈明华先生在担任公司副总经理期间，认真履职、 勤勉尽责，为公司规范运作和健康发展发挥了积极作用。公司及公司 董事会对沈明华先生任职期间为公司发展所做出的贡献表示衷心感谢！ 二、关于聘任执行经理的情况 公司为确保生产与经营管理工作的顺利开展，根据 ...

苏州上声电子股份有限公司 独立董事关于公司第二届董事会第二十四次会议 相关事项的独立意见 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》（以下简称"《上市规则》"）及苏州 上声电子股份有限公司（以下简称"公司"）《公司章程》《独立董事 工作制度》的有关规定，我们作为公司的独立董事，认真审阅了公司 第二届董事会第二十四次会议资料后，基于独立客观判断立场，本着 认真、严谨、负责的态度，对公司于2023年8月9日召开的第二届董事 会第二十四次会议审议的相关议案及事项发表如下独立意见： 一、《关于聘任公司执行经理的议案》的独立意见 经审阅，我们对公司聘任高级管理人员的教育背景、工作经历、 专业能力和履职能力等方面进行认真审查后，我们认为，本次被聘任 的公司执行经理等高级管理人员具备相关专业知识，能够胜任相关岗 位职责的要求，未发现有《公司法》《公司章程》等相关法律法规、 部门规章、规范性文件规定的禁止任职情况，以及被中国证监会确定 为市场禁入者并且尚未解除的情形，符合《公司法》《公司章程》等 规定的任职资格。公司本次聘任高级管理人员的程序符合相关法律法 规及《公司章程》 ...

苏州上声电子股份有限公司 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： 会议召开时间：2023 年 05 月 31 日(星期三)下午 13:00-14:00； 会议召开地点： 上海证券 交易所上证路演中心（ 网 址 ： http://roadshow.sseinfo.com/）、价值在线（www.ir-online.cn）； 会议召开方式：上证路演中心网络互动、价值在线网络互动； 证券代码：688533 证券简称：上声电子 公告编号：2023-033 投资者可于 2023 年 05 月 24 日(星期三)至 05 月 30 日(星期 二)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 sonavox_zq@chinasonavox.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。 苏州上声电子股份有限公司（以下简称"公司"）已于 2023 年 04 月 28 日发布公司 202 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥452,933,612.92, representing a year-on-year increase of 22.98%[5] - The net profit attributable to shareholders was ¥29,929,527.72, showing a significant increase of 138.90% compared to the same period last year[5] - The net profit after deducting non-recurring gains and losses was ¥27,812,549.88, reflecting a growth of 129.53% year-on-year[5] - Basic earnings per share were ¥0.19, up by 137.50% year-on-year[6] - Total revenue for Q1 2023 reached RMB 452.93 million, a 22.9% increase from RMB 368.31 million in Q1 2022[19] - Operating profit for Q1 2023 was RMB 32.47 million, compared to RMB 14.30 million in Q1 2022, reflecting a 127.5% increase[20] - Net profit for Q1 2023 was RMB 30.01 million, up 135.5% from RMB 12.74 million in Q1 2022[20] - The total profit for Q1 2023 was RMB 32.27 million, up from RMB 14.22 million in Q1 2022, marking a 127.5% increase[20] Cash Flow and Investments - The net cash flow from operating activities reached ¥61,078,686.80, an increase of 156.41% compared to the previous year[6] - Cash flow from operating activities for Q1 2023 was RMB 61.08 million, significantly higher than RMB 23.82 million in Q1 2022[21] - The company reported a net cash outflow from investing activities of RMB 102.88 million in Q1 2023, compared to a net inflow of RMB 89.73 million in Q1 2022[22] Research and Development - Total R&D investment amounted to ¥32,091,492.70, which is 29.37% higher than the previous year[6] - R&D investment accounted for 7.09% of operating revenue, an increase of 0.36 percentage points[6] - R&D expenses increased to RMB 32.09 million in Q1 2023, a 29.2% rise from RMB 24.81 million in Q1 2022[19] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,198,767,798.22, a decrease of 1.63% from the end of the previous year[6] - The company's total current assets decreased to CNY 1,493,731,018.39 from CNY 1,610,919,430.08, representing a decline of about 7.26%[15] - The cash and cash equivalents decreased to CNY 446,833,539.58 from CNY 543,730,010.71, a reduction of approximately 17.83%[14] - The accounts receivable decreased to CNY 541,137,950.80 from CNY 596,270,060.58, indicating a decrease of about 9.25%[14] - The company's total liabilities decreased to CNY 1,063,569,693.67 from CNY 1,131,810,647.06, a decline of approximately 6.02%[16] - The total equity attributable to shareholders increased to CNY 1,133,255,888.23 from CNY 1,101,432,912.55, reflecting an increase of about 2.89%[16] - The inventory increased to CNY 354,136,677.37 from CNY 339,731,277.31, showing an increase of approximately 4.36%[15] - The company reported a decrease in short-term borrowings to CNY 376,230,619.69 from CNY 433,760,601.33, a reduction of about 13.27%[16] - The company’s other non-current assets increased to CNY 82,752,588.26 from CNY 41,648,270.64, indicating an increase of approximately 98.67%[15] - The company’s total liabilities to equity ratio improved to approximately 0.94 from 1.03, indicating a strengthening of the company's financial position[16] Future Outlook - The company plans to continue enhancing its competitive strength in the automotive market, contributing to revenue growth[9]

Financial Performance - The company's operating revenue for 2022 was ¥1,768,910,834.21, representing a year-on-year increase of 35.86%[26]. - Net profit attributable to shareholders of the listed company was ¥87,166,061.91, up 43.68% compared to the previous year[26]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 64.94 million, an increase of 30.38% year-on-year[38]. - The gross profit margin improved due to revenue growth and product structure optimization, with speaker series revenue increasing by 21.27% and amplifier business revenue soaring by 226.4%[28]. - The net cash flow from operating activities was negative at -¥34,921,036.19, but this represented a 56.4% increase year-on-year[29]. - Total assets increased by 37.79% to ¥2,235,101,635.52, driven by business expansion and increased accounts receivable[29]. - Basic earnings per share rose to ¥0.54, reflecting a 31.71% increase from ¥0.41 in 2021[27]. - The weighted average return on equity increased to 8.11%, up 1.48 percentage points from the previous year[27]. Dividend and Share Capital - The company plans to distribute a cash dividend of 1.80 CNY per 10 shares, totaling 28.8 million CNY, which represents 33.04% of the net profit attributable to shareholders for 2022[7]. - The total share capital as of December 31, 2022, was 160 million shares[7]. Corporate Governance - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[10]. - The company has not experienced any violations of decision-making procedures regarding external guarantees[10]. - There are no special arrangements for corporate governance applicable to the company[8]. - The company has not reported any instances of more than half of the directors being unable to guarantee the authenticity of the annual report[10]. - The board of directors and management have confirmed the accuracy and completeness of the annual report[4]. - The company has established four specialized committees under the board to strengthen corporate governance and decision-making processes[182]. - There are no significant differences between the company's governance and the regulations set by the China Securities Regulatory Commission[182]. - The company’s governance structure complies with relevant laws and regulations, ensuring the legality and effectiveness of the general meeting procedures[182]. Risks and Challenges - There were no significant risks impacting the company's operations during the reporting period[5]. - The company outlined potential risks related to forward-looking statements in the report[9]. - The company faces uncertainties due to unstable supply of automotive-grade chips and fluctuations in raw material prices[40]. - The company faces risks from raw material price fluctuations, which significantly impact product costs and gross margins[120]. Research and Development - The company’s R&D investment accounted for 6.21% of operating revenue, a slight decrease from 6.76% in the previous year[28]. - In 2022, the company applied for a total of 48 patents, including 20 invention patents and 19 utility model patents, reflecting its commitment to technological innovation[41]. - The total R&D expenditure for 2022 was approximately ¥109.93 million, representing a 24.98% increase compared to ¥87.96 million in 2021[91]. - The company has developed a digital speaker SoC chip, which is the first low-power, high-performance digital chip in the domestic electroacoustic industry, featuring low distortion and high clarity[86]. - The company has achieved a significant increase in R&D team size to support ongoing innovation efforts[92]. - The R&D team includes 4 PhD holders and 8 master's degree holders, contributing to the company's technological advancements[106]. Product Development and Innovation - The company is focused on developing automotive acoustic products, including car speakers and amplifiers, with a strong emphasis on innovation in materials and system design[52]. - The company has developed 11 core technologies in areas such as acoustic product simulation and design, vehicle audio design, acoustic signal processing, and digital speaker systems[76]. - The company has launched a new active sound design technology that dynamically adjusts warning sounds based on vehicle speed, enhancing safety and driving experience[83]. - The company has developed a new paper cone technology that effectively suppresses nonlinear distortion caused by splitting vibrations in mid and high frequency ranges, achieving a lighter weight and lower density while maintaining high rigidity[81]. Market Position and Strategy - The company holds the leading position in the domestic automotive acoustic product market, with a market share of 12.95% in the global passenger and light commercial vehicle market for car speakers in 2022, up from 12.92% in 2021 and 12.64% in 2020[72]. - The company has established deep and stable partnerships with leading automotive manufacturers and acoustic brands, embedding product development into the vehicle development cycle[76]. - The company plans to expand its customer base and product offerings while leveraging its technological and manufacturing advantages[40]. - The company aims to enhance its market share in the AVAS segment by leveraging the rapid growth of new energy vehicles, while also optimizing product design and improving assembly efficiency[42]. Financial Outlook and Guidance - The company provided guidance for 2023, expecting revenue growth of 10% to 1.65 billion[195]. - Future guidance suggests a cautious approach to market conditions, with an emphasis on sustainable growth strategies[190]. - The company is exploring market expansion opportunities to increase its footprint in emerging markets, aiming for a 15% growth in market share[193]. - New product launches are scheduled for the next quarter, with expectations to contribute an additional 10% to overall revenue[193]. Employee and Management - The company has implemented various training programs to enhance employee understanding of corporate culture and mission, supporting sustainable development[44]. - The total compensation for R&D personnel reached 61.68 million RMB, an increase from 46.17 million RMB in the previous year, with an average salary of 21.87 thousand RMB[106]. - The current board members and senior management have been in their positions since May 2014, indicating stability in leadership[200]. - The company has maintained a consistent leadership structure with no changes in key personnel during the reporting period[200]. Customer and Supplier Relationships - The company has established stable partnerships with major automotive manufacturers, including Ford, Volkswagen, and General Motors[118]. - The company's cash and cash equivalents at the end of the period amounted to 543.73 million RMB, which is 24.32% of total assets, reflecting a 66.20% increase compared to the previous period[151]. - The total procurement amount from the top five suppliers was 337.71 million RMB, representing 30.13% of the annual total procurement[144].

苏州上声电子股份有限公司 投资者关系活动记录表 证券简称：上声电子 证券代码：688533 编号：2022-009 | --- | --- | --- | |----------------|-------|--------------------------| | | | | | | | 特定对象调研 □分析师会议 | | 投资者关系活动 | | □媒体采访 □业绩说明会 | | 类别 | | □新闻发布会 □路演活动 | | --- | --- | |-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Financial Performance - The company's revenue for Q3 2022 reached ¥479,810,911.40, representing a year-on-year increase of 52.52%[5] - Net profit attributable to shareholders was ¥22,188,361.19, up 62.42% compared to the same period last year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 65.20% to ¥21,862,972.62[5] - Total operating revenue for the first three quarters of 2022 reached ¥1,201,097,875.88, a significant increase of 30.9% compared to ¥917,138,159.67 in the same period of 2021[20] - Net profit for the first three quarters of 2022 was ¥58,749,815.52, representing a 32.9% increase from ¥44,197,787.04 in the same period of 2021[21] - The company reported a comprehensive income total of ¥59,854,248.65 for the third quarter, compared to ¥42,663,808.33 in the same period of 2021[22] Assets and Liabilities - The total assets of the company at the end of the reporting period were ¥2,005,355,958.78, reflecting a growth of 23.63% from the end of the previous year[6] - Total liabilities as of the end of the third quarter of 2022 amounted to ¥931,732,123.84, up from ¥591,539,672.20 at the end of the previous year[17] - Current assets totaled CNY 1,468,068,133.53, up from CNY 1,196,934,370.40 in the previous year[15] - Total liabilities increased to CNY 1,468,068,133.53, compared to CNY 1,196,934,370.40 in the previous year[16] - Total equity attributable to shareholders reached ¥1,071,264,523.09, an increase from ¥1,029,328,375.25 in the previous year[17] Cash Flow - The cash flow from operating activities showed a net outflow of ¥1,985,367.13, a decline of 130.57% compared to the same period last year[6] - The net cash flow from operating activities was -1,985,367.13, a decrease from 6,493,928.02 in the previous year[25] - The company reported a total cash inflow from operating activities of 1,114,121,077.09, compared to 974,054,963.21 in the previous year[25] - Cash generated from operating activities for the first three quarters of 2022 was ¥1,067,798,784.35, compared to ¥916,038,087.33 in the same period of 2021[24] - Cash inflow from financing activities totaled 448,029,573.94, slightly down from 479,443,564.76 in the previous year[26] Research and Development - Research and development expenses totaled ¥29,616,326.77, accounting for 6.17% of revenue, a decrease of 0.25 percentage points year-on-year[6] - R&D investment increased by 32.68% year-to-date, driven by numerous projects entering the experimental phase and an expanded R&D team[11] - Research and development expenses for the first three quarters of 2022 totaled ¥74,024,533.74, an increase of 32.6% from ¥55,793,705.73 in the previous year[20] Market and Future Outlook - The increase in revenue and net profit was attributed to the development of the automotive market and enhanced product competitiveness[11] - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[20] Shareholder Information - The top shareholder, Suzhou Shangsheng Investment Management Co., Ltd., holds 42,000,000 shares, representing 26.25% of total shares[13] Other Financial Metrics - Basic earnings per share for the first three quarters of 2022 were ¥0.37, compared to ¥0.31 in the same period of 2021[22] - The company experienced a significant increase in foreign exchange gains due to the appreciation of the US dollar against the Chinese yuan[11]

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion CNY for the first half of 2022, representing a year-on-year growth of 15%[12]. - The company's operating revenue for the first half of 2022 was ¥721,286,964.48, representing a year-on-year increase of 19.7% compared to ¥602,559,056.01 in the same period last year[18]. - The net profit attributable to shareholders of the listed company increased by 18.75% to ¥36,409,562.33, up from ¥30,660,217.93 in the previous year[20]. - The net cash flow from operating activities rose significantly by 55.75% to ¥56,279,277.11, compared to ¥36,133,224.26 in the same period last year[18]. - The net profit after deducting non-recurring gains and losses was ¥31,952,943.68, which is a 31.78% increase from ¥24,248,015.99 in the previous year[18]. - The company's total assets reached ¥1,804,866,333.33, marking an 11.27% increase from ¥1,622,075,467.30 at the end of the previous year[18]. - The company's cash flow from operating activities increased by 55.75% year-on-year, driven by higher cash receipts from sales and lower prepaid income tax[124]. - Cash and cash equivalents increased by 44.61% year-on-year, mainly due to the recovery of funds from financial products and increased cash receipts from sales[127]. Market Expansion and Customer Base - User data indicates a growing customer base, with an increase of 20% in active users compared to the previous year, reaching 500,000 active users[12]. - The company is expanding its market presence in Europe, targeting a 25% increase in sales in that region over the next year[12]. - The company has established stable partnerships with numerous well-known automotive manufacturers, including Ford, Volkswagen, and Tesla[26]. - The company has formed stable partnerships with major automotive manufacturers, including Ford, General Motors, and Tesla, ensuring a reliable customer base[104]. - The company's export business accounted for 52.53% of main business revenue, with sales to the Americas at 32.51% and Europe at 21.08%[116]. Research and Development - The company has invested 50 million CNY in R&D for innovative audio technologies, aiming to improve product performance and customer satisfaction[12]. - Research and development expenses accounted for 6.16% of operating revenue, an increase from 5.91% in the previous year[19]. - The total R&D expenditure for the period was ¥44,408,206.97, representing a 24.76% increase compared to ¥35,594,841.90 in the same period last year[75]. - The company holds 35 domestic invention patents, 14 PCT international patents, and 82 utility model patents, showcasing its strong R&D capabilities[25]. - The company has developed 11 core technologies in areas such as acoustic product simulation and design, vehicle audio design, and digital speaker systems[63]. - The company is currently developing a 5D in-car audio system with a total investment of ¥6,700,000, of which ¥1,425,200 has been invested to enhance sound effects and immersive experiences[77]. - The company is working on a new generation of digital power amplifiers with a market size of 1.6 billion, designed for high-end vehicle entertainment systems, achieving a performance improvement of 406.31%[80]. Product Development and Innovation - New product development includes the launch of a next-generation audio device, expected to contribute an additional 200 million CNY in revenue by the end of the year[12]. - The company offers a range of automotive audio products, including high-frequency speakers, mid-frequency speakers, low-frequency speakers, full-range speakers, and subwoofers, with specific frequency ranges and sizes tailored to enhance sound quality[28]. - The digital amplifiers developed by the company feature high stability, strong anti-interference capabilities, low distortion, and a wide dynamic range, enhancing sound output quality through integrated DSP processors[31]. - The company is developing a new integrated digital speaker system utilizing digital SoC chips, targeting a market size of 800 million with a projected efficiency improvement of 10.79%[80]. - The company is introducing a new vehicle-mounted active noise control system, with a market size of 1.6 billion, designed to reduce in-car noise levels by 33.99%[82]. Financial Stability and Governance - The company has maintained a strong balance sheet, with total assets reported at 2 billion CNY and a debt-to-equity ratio of 0.3, indicating financial stability[12]. - No significant non-operational fund occupation by controlling shareholders has been reported, ensuring transparency and governance integrity[7]. - The company has committed to a share lock-up period of 36 months for major shareholders and key management personnel, ensuring stability in share prices post-IPO[150]. - The company has established a framework for addressing any unfulfilled public commitments, demonstrating a focus on corporate governance and responsibility[156]. Challenges and Risks - The management has identified potential risks, including supply chain disruptions, which could impact production and delivery timelines[4]. - The company is facing challenges from global supply chain disruptions, including semiconductor shortages and rising raw material prices, impacting recovery efforts[108]. - Operating costs increased by 27.98% year-on-year, primarily due to revenue growth and rising raw material prices[123]. Environmental and Social Responsibility - The company has implemented an environmental management system certified by ISO14001, ensuring compliance with environmental regulations[146]. - The company has established a wastewater treatment center with a capacity of 30m3/h to manage industrial wastewater effectively[142]. - The company reported a significant reduction in solid waste through partnerships with qualified disposal companies, ensuring proper handling of hazardous materials[144]. - The company has taken measures to minimize noise pollution through engineering controls and distance attenuation, resulting in negligible impact on the surrounding environment[145].