经审阅,我们认为:根据公司 2022年第二次临时股东大会授权,公司董事 会将在公司本次发行完成后,申请本次发行的可转换公司债券在上海证券交易所 科创板上市,同时授权公司管理层及其授权人士负责办理与本次发行的上市、交 易、托管、付息及转换股份等相关的各项具体事宜,符合《公司法》《证券法》 《上市公司证券发行注册管理办法》等法律法规和规范性文件的规定,符合公司 和全体股东的利益,不存在损害公司及股东特别是中小股东利益的情形。 综上,我们一致同意《关于向不特定对象发行可转换公司债券上市的议案》。 福立旺精密机电（中国）股份有限公司独立董事 关于第三届董事会第十一次会议 相关事项之独立意见 福立旺精密机电(中国)股份有限公司(以下简称"公司")第三届董事会 第十一次会议(以下简称"本次会议")于 2023年8月9日召开,根据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司独立董事规则》《福 立肝精密机电(中国)股份有限公司章程》《福立旺精密机电(中国)股份有限 公司独立董事工作制度》等有关规定,作为公司的独立董事,我们对公司第三届 董事会第十一次会议涉及的各项议案进行了认真审查,现就本次会议相关事项发 表 ...

证券代码：688678 证券简称：福立旺 公告编号：2023-046 福立旺精密机电（中国）股份有限公司 向不特定对象发行可转换公司债券网上路演公告 保荐人（联席主承销商）：中信证券股份有限公司 联席主承销商：东吴证券股份有限公司 本公司董事会及全体董事保证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。 为便于投资者了解福立旺本次向不特定对象发行可转换公司债券的有关情 况和本次发行的相关安排，发行人和保荐人（联席主承销商）将就本次发行举 行网上路演，敬请广大投资者关注参与。 一、网上路演时间：2023 年 8 月 11 日（T-1 日，星期五）14:00-15:00 二、网上路演网址：上海证券报•中国证券网（https://roadshow.cnstock.co m/） 三、参加人员：发行人管理层主要成员和保荐人（联席主承销商）相关人 员 敬请广大投资者关注。 发行人：福立旺精密机电（中国）股份有限公司 保荐人（联席主承销商）：中信证券股份有限公司 联席主承销商：东吴证券股份有限公司 2023 年 8 月 10 日 福立旺精密机电（中国）股份有限公司 ...

证券代码：688678 证券简称：福立旺 公告编号：2023-045 福立旺精密机电（中国）股份有限公司 向不特定对象发行可转换公司债券发行公告 保荐人（联席主承销商）：中信证券股份有限公司 联席主承销商：东吴证券股份有限公司 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法律责任。 重要内容提示： | 可转债代码 | 118043 | | | | | 可转债简称 | 福立转债 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 可转债扩位简称 | 福立转债 | | | | | | | | | | | 原股东配售代码 | 726678 | | | | | 原股东配售简称 | 福立配债 | | | | | 转债申购代码 | 718678 | | | | | 转债申购简称 | 福立发债 | | | | | 发行日期及时间 | （2023 年 | | 8 | 月 | 14 | 日）（9:30-11:30,13:00-15:00） | | | ...

Financial Performance - The company's operating revenue for 2022 was CNY 926,843,555.26, representing a year-on-year increase of 27.58% compared to CNY 726,487,784.03 in 2021[19]. - The net profit attributable to shareholders for 2022 was CNY 161,949,725.11, up 32.59% from CNY 122,139,075.84 in 2021[19]. - The cash flow from operating activities for 2022 was CNY 227,780,066.14, a significant increase of 418.84% compared to CNY 43,901,889.02 in 2021[19]. - The basic earnings per share for 2022 was CNY 0.94, reflecting a growth of 34.29% from CNY 0.70 in 2021[20]. - The company's total assets at the end of 2022 reached CNY 2,298,910,243.03, a 25.19% increase from CNY 1,836,296,063.00 at the end of 2021[19]. - The return on equity (ROE) for 2022 was 11.37%, an increase of 2.28 percentage points from 9.09% in 2021[20]. - The gross profit margin for the company was 32.23%, a decrease of 1.65 percentage points year-on-year[30]. - The company reported a significant increase in management expenses by 62.76% to 58,979,475.73 million RMB, mainly due to increased personnel costs[133]. Research and Development - Research and development expenses accounted for 8.63% of operating revenue in 2022, up from 8.34% in 2021[22]. - The company invested 18.82 million yuan in R&D for brass wire, with several specifications already in small-scale production[38]. - R&D expenses amounted to 79.99 million yuan, an increase of 32.07% year-on-year, with 87 new R&D personnel hired, a growth of 41.63%[44]. - The company has developed 13 core technologies in precision metal component manufacturing, ensuring long-term high-quality development[91]. - The company is focusing on automation in production to reduce labor costs and improve product precision and stability, responding to rising labor costs in the Asia-Pacific region[87]. - The company aims to enhance its R&D capabilities and develop new materials, targeting emerging industries such as consumer electronics, new energy vehicles, and 5G communication[149]. Market and Industry Trends - The automotive market is projected to see a significant increase in demand for precision metal components due to the rapid growth of new energy vehicles, with a forecast of 11.38 million units by 2025[35]. - The precision metal components industry is experiencing rapid growth due to increasing demand for high precision and stability in sectors like consumer electronics and automotive[58]. - The global consumer electronics market grew from $905 billion in 2016 to $1,086 billion in 2021, with a projected recovery in demand post-2022[60]. - The wearable device market is expected to grow, with a projected compound annual growth rate (CAGR) of 5.4% from 2023 to 2027[62]. - The demand for precision metal components is expanding into new applications, including drones, smart equipment, and AR/VR markets, driven by advancements in technology and consumer expectations[89]. Corporate Governance - The company has received a standard unqualified audit report from Zhonghui Certified Public Accountants[6]. - The company has confirmed that all board members attended the board meeting, ensuring the integrity of the annual report[6]. - The company has not reported any significant differences in governance compared to regulations set by the China Securities Regulatory Commission[162]. - The company has a dedicated department for managing investor relations and information disclosure[161]. - The company has not engaged in any related party transactions that would affect its governance structure[165]. Strategic Initiatives - The company plans to distribute a cash dividend of 3.00 CNY per 10 shares (including tax), totaling approximately 51.41 million CNY based on a total share capital of 173,350,000 shares as of December 31, 2022[5]. - The company plans to continue enhancing its product offerings and optimizing cash collection processes to sustain growth[22]. - The company aims to improve operational efficiency by reducing production costs by 5% through automation and process optimization[167]. - The company is exploring potential mergers and acquisitions to enhance its technological capabilities and market reach[167]. - The company plans to invest 1.5 billion CNY in new projects in Nantong, enhancing production capacity for precision metal components and diamond wire products[141]. Social Responsibility - The company generated approximately 1.4281 million kWh of electricity from its photovoltaic rooftop, reducing CO2 emissions by about 1,371 tons[48]. - The company donated 250,400 yuan during the reporting period, actively fulfilling its social responsibility[48]. - The management team emphasized a commitment to sustainability, with plans to invest 100 million RMB in eco-friendly technologies[171].

Financial Performance - The company's operating revenue for Q1 2023 was ¥157,131,309.33, a decrease of 26.04% compared to the same period last year[4] - The net profit attributable to shareholders was ¥7,305,625.55, down 80.87% year-on-year[4] - The net profit attributable to shareholders, excluding non-recurring gains and losses, was ¥1,152,245.74, reflecting a decline of 96.86%[4] - Basic and diluted earnings per share were both ¥0.04, representing an 81.82% decrease compared to the previous year[4] - Total operating revenue for Q1 2023 was CNY 157.13 million, a decrease of 26.0% compared to CNY 212.46 million in Q1 2022[21] - Net profit for Q1 2023 was CNY 7.31 million, a decline of 81.2% from CNY 38.85 million in Q1 2022[22] - Basic and diluted earnings per share for Q1 2023 were CNY 0.04, down from CNY 0.22 in Q1 2022[23] Cash Flow - The net cash flow from operating activities increased by 152.9% to ¥70,358,782.76, primarily due to improved collection efforts from customers[7] - The net cash flow from operating activities for Q1 2023 was ¥70,358,782.76, a significant increase from ¥27,820,818.47 in Q1 2022, representing a growth of approximately 152%[27] - The company reported a total operating cash inflow of ¥254,780,180.02, up from ¥187,419,100.50 in Q1 2022, marking an increase of about 36%[27] - The cash flow from operating activities was impacted by a total cash outflow of ¥184,421,397.26, which increased from ¥159,598,282.03 in the previous year, representing an increase of about 15.5%[27] - The company experienced a net increase in cash and cash equivalents of ¥58,818,877.73 in Q1 2023, contrasting with a decrease of ¥35,931,279.30 in Q1 2022[28] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,285,785,498.35, a slight decrease of 0.57% from the end of the previous year[5] - As of March 31, 2023, the company's total current assets amounted to CNY 865.22 million, a decrease from CNY 926.43 million at the end of 2022[17] - Total assets decreased slightly to CNY 2.29 billion in Q1 2023 from CNY 2.30 billion in Q4 2022[19] - Total liabilities decreased to CNY 803.62 million in Q1 2023 from CNY 828.31 million in Q4 2022[19] - The company's equity attributable to shareholders increased to CNY 1.48 billion in Q1 2023, up from CNY 1.47 billion in Q4 2022[19] Research and Development - Research and development expenses totaled ¥21,140,392.06, accounting for 13.45% of operating revenue, an increase of 5.03 percentage points[5] - Research and development expenses increased to CNY 21.14 million in Q1 2023, up 18.0% from CNY 17.88 million in Q1 2022[22] Market Outlook - The company anticipates a recovery in revenue for Q2 and Q3 2023, driven by a seasonal increase in demand for consumer electronics, with a projected growth in shipments of smartwatches and TWS wireless earphones[13] - The company is focusing on market expansion and product development in response to the anticipated recovery in the consumer electronics sector[13] - The company has not provided specific commitments regarding future performance, highlighting the uncertainty in achieving projected targets[14] Inventory and Receivables - Accounts receivable decreased to CNY 286.36 million from CNY 388.03 million year-on-year, reflecting a reduction in credit sales[17] - Inventory increased to CNY 248.11 million from CNY 225.99 million year-on-year, suggesting a buildup in stock amid declining sales[17] Financial Strategy - The company confirmed share-based payments of ¥4,258,300 during the reporting period, contributing to the decline in net profit[7] - The decline in net profit was primarily attributed to inventory destocking in the consumer electronics sector and increased financial expenses due to currency fluctuations[7] - The company reported a significant decrease in trading financial assets, down to CNY 32.34 million from CNY 84.62 million year-on-year, indicating a shift in investment strategy[17]

证券代码：688678 证券简称：福立旺 公告编号：2023-023 福立旺精密机电（中国）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 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： 会议召开时间：2023 年 5 月 11 日(星期四)上午 9:00-10:00 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/) 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 05 月 04 日(星期四)至 05 月 10 日(星期三)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 ir@freewon.com.cn 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。 福立旺精密机电(中国)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 ...

福立旺精密机电(中国)股份有限公司 投资者关系活动记录表 | --- | --- | --- | |-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------| | | | | | 投资者关系活动类 别 | 特定对象调研 □分析师会议 □媒体采访 □业绩说明会 □新闻发布会 □路演活动 | □现场参观 □其他(请文字说明 ...

福立旺精密机电（中国）股份有限公司 2022 年第三季度报告 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： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存 在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务信息 的真实、准确、完整。 第三季度财务报表是否经审计 □是 √否 一、主要财务数据 2022 年第三季度报告 证券代码：688678 证券简称：福立旺 (一)主要会计数据和财务指标 单位：元 币种：人民币 | 项目 | 本报告期金额 | 年初至报告期末 金额 | 说明 | | --- | --- | --- | --- | | 非流动性资产处置损益 | 70,816.00 | 65,006.88 | | | 越权审批，或无正式批准文件，或偶发性的 | - | | | | 税收返还、减免 | | | | | 计入当期损益的政府补助，但与公司正常经 营业务密切相关，符合国家政 ...

Financial Performance - The company reported a total revenue of 500 million RMB for the first half of 2022, representing a year-on-year increase of 15%[19]. - The net profit attributable to shareholders was 80 million RMB, up 20% compared to the same period last year[19]. - Future guidance indicates a projected revenue growth of 20% for the full year 2022, with a target of 600 million RMB[19]. - Operating revenue for the first half of the year reached CNY 396,197,983.45, a 24.13% increase year-on-year[22]. - Net profit attributable to shareholders rose by 24.11% to CNY 66,752,847.77 compared to the previous year[22]. - The net profit after deducting non-recurring gains and losses increased by 23.69% to CNY 63,934,885.38[22]. - Basic earnings per share increased by 25.81% to CNY 0.39 compared to the same period last year[20]. - The company reported a total revenue of 15,414 million RMB for the first half of 2022, with a net profit of 3,604.12 million RMB, representing a year-on-year increase of 7.5%[56]. - The company reported a net profit of 500 million RMB for the first half of 2022, representing a 20% increase year-over-year[104]. - The company reported a net profit distribution to owners of CNY 26,391,340 during the first half of 2022[192]. Research and Development - The company has allocated 10% of its revenue towards R&D, focusing on advanced manufacturing technologies and automation[19]. - The company's R&D expenditure accounted for 9.09% of operating revenue, up 0.31 percentage points from the previous year[20]. - The company achieved a total R&D investment of ¥36,041,200.43, representing a 28.59% increase compared to ¥28,027,709.30 in the same period last year[47]. - Research and development expenses rose by 28.59% to RMB 36,041,200.43, driven by talent acquisition and equipment investment[76]. - The number of R&D personnel increased to 248, accounting for 11.81% of the total workforce, compared to 11.56% in the same period last year[59]. - The company is focusing on the development of high-precision diamond wire drawing technology, with a production capacity of 600 million RMB and a target to achieve a 30% reduction in costs[55]. - The R&D team is currently working on a tungsten wire project aimed at reducing costs by 30%-40% through fine wire technology[56]. - The company has established a technology system consisting of 13 core technologies, ensuring long-term high-quality development[60]. Market Expansion and Strategy - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by the end of 2023[19]. - The company is exploring potential mergers and acquisitions to enhance its product offerings and market reach, with a budget of 100 million RMB set aside for this purpose[19]. - The company is focusing on expanding its market presence through the development of innovative technologies and products[52]. - The company aims to enhance its production environment to ensure safety and efficiency in manufacturing processes[54]. - The company is committed to improving its competitive edge in the automotive sunroof supply sector through advanced technology and production capabilities[52]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share by the end of the fiscal year[123]. - There are ongoing discussions regarding potential acquisitions to enhance product offerings and market reach, with a budget of 500 million yuan allocated for this purpose[123]. Financial Management and Compliance - The company has no plans for profit distribution or capital increase during this reporting period, focusing instead on reinvestment for growth[19]. - The management highlighted the importance of risk management strategies in navigating market volatility, particularly in supply chain disruptions[19]. - The company is subject to regulatory compliance regarding share transfers as per laws and exchange rules[102]. - The company confirmed compliance with issuance and listing conditions, with no fraudulent activities reported in the issuance registration process[111]. - The company reported a commitment to adhere to legal and regulatory requirements regarding share transfers and management[99]. - The company’s commitment to share transfer restrictions is designed to maintain market stability post-IPO[101]. Operational Efficiency - The company has seen a significant increase in R&D projects and personnel costs, contributing to the rise in R&D investment[48]. - The company is committed to optimizing production processes and improving product quality stability to respond quickly to customer needs[41]. - The company aims to enhance the yield of its products by at least 4% through the optimization of existing processes and equipment structures[51]. - The company is addressing knowledge property risks and feasibility assessments for its ongoing projects, ensuring compliance and market readiness[52]. - The company has implemented cost control measures during project construction, leading to a reduction in total project expenditure[126]. Shareholder and Governance - The company launched a restricted stock incentive plan, granting 2.7 million shares to 121 incentive targets, aimed at attracting and retaining talent[66]. - The company has established a framework for monitoring compliance with these commitments to ensure timely execution[99]. - The company’s lock-up period for shares is designed to protect shareholder interests and maintain market confidence[98]. - The company’s major shareholders are restricted to transferring no more than 25% of their total shares each year during their tenure and for 6 months after leaving their positions[99]. - The company’s controlling shareholders have provided a commitment to avoid any business competition that may conflict with the company's operations, ensuring the protection of shareholder interests[114]. Sustainability Initiatives - Future guidance indicates a focus on sustainability initiatives, with a target to reduce operational carbon emissions by 15% by 2025[105]. - The company initiated a photovoltaic roof project in October 2021, investing RMB 12.63 million, with an expected capacity of 2.13 MW, generating approximately 300 tons of CO2 reduction monthly[96]. - The wastewater reuse system was established with a reuse rate of 50%, utilizing an automatic control system for efficient operation[96].

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the first half of 2022, representing a year-on-year growth of 15%[20]. - The basic earnings per share for the first half of the year increased by 25.81% to CNY 0.39 compared to the same period last year[21]. - The net profit attributable to shareholders rose by 24.11% to CNY 66,752,847.77, while the net profit after deducting non-recurring gains and losses increased by 23.69% to CNY 63,934,885.38[23]. - The gross profit margin for the first half of 2022 was reported at 35%, a slight increase from 32% in the previous year[20]. - Total revenue for the first half reached CNY 396,197,983.45, reflecting a growth of 24.13% year-on-year[23]. - The company reported a total revenue of 15,414 million RMB for the first half of 2022, with a net profit of 3,604.12 million RMB, representing a year-on-year increase of 7,639.73 million RMB[52]. - The company achieved total revenue of 39.62 million yuan, a year-on-year increase of 24.13%[62]. - Net profit attributable to shareholders reached 66.75 million yuan, up 24.11% compared to the same period last year[62]. - The company reported a total profit of RMB 68,524,667.54, which is an increase of 24.9% compared to RMB 54,751,219.20 in the previous year[163]. Research and Development - The company has invested 50 million RMB in R&D for new technologies, focusing on automation and smart manufacturing solutions[20]. - Research and development expenses accounted for 9.09% of operating revenue, up from 8.78% in the previous year[21]. - The company achieved a total R&D investment of ¥36,041,200.43, representing a 28.59% increase compared to ¥28,027,709.30 in the same period last year[47]. - R&D investment accounted for 9.09% of total revenue, an increase of 0.31 percentage points from 8.78% in the previous year[47]. - The company is focusing on the development of high-precision metal components, with 13 core technologies identified, including high-precision diamond wire drawing technology and high-performance elastic connector production technology[58]. - The company is committed to developing automatic detection technology for spring products, enhancing quality control and processing accuracy[50]. - The company is advancing projects in metal powder injection and catalytic debinding processes to meet increasing demand in the 3C industry[63]. - The company is exploring potential acquisitions to strengthen its competitive position in the market[124]. Market Expansion - User data indicates a growing customer base, with a 20% increase in active users compared to the same period last year, reaching 500,000 active users[20]. - The company is expanding its market presence in Southeast Asia, with plans to enter three new countries by the end of 2022, aiming for a 5% market share in these regions[20]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share by the end of the fiscal year[125]. - The company plans to continue its focus on R&D and market expansion in precision metal components, with no significant changes expected in its business model[34]. - The company plans to increase its marketing budget by 15% to support new product launches and market expansion efforts[102]. Operational Efficiency - The company has implemented cost-cutting measures that are expected to reduce operational expenses by 10% in the second half of 2022[20]. - The company is committed to optimizing production processes and improving product quality stability to respond quickly to customer needs[41]. - The company has optimized its production processes to ensure product quality and improve production efficiency, focusing on automation and intelligent manufacturing[52]. - The company has committed to reducing operational costs by 15% through efficiency improvements in the next fiscal year[122]. Strategic Initiatives - A strategic acquisition of a local competitor is in progress, which is anticipated to enhance the company's production capacity by 25%[20]. - The company has launched a restricted stock incentive plan, granting 2.7 million shares to 121 incentive targets, aimed at attracting and retaining talent[65]. - The company is considering strategic acquisitions to enhance its product portfolio, with a budget of $30 million allocated for potential deals[102]. - The management emphasized a focus on sustainability initiatives, aiming for a 30% reduction in carbon footprint by 2025[102]. Financial Management - The company has implemented a wastewater recycling system with a reuse rate of 50%, enhancing its environmental sustainability efforts[95]. - The total amount used for share repurchase will not exceed the total funds raised from the initial public offering[105]. - The company will ensure that the repurchase price does not exceed the audited net asset value per share from the previous fiscal year[105]. - The company will comply with all relevant laws and regulations regarding share repurchases to maintain compliance with listing conditions[105]. - The company has committed to not transferring shares for 36 months following its initial public offering, ensuring stability in shareholding[97]. Shareholder Information - The total number of ordinary shareholders as of the end of the reporting period is 7,025[138]. - The company’s controlling shareholders have issued a commitment letter to avoid any business competition that may conflict with the company's operations[118]. - The company did not distribute dividends to shareholders during this period, maintaining earnings for reinvestment[193]. Risks and Challenges - The company faces risks related to core competitiveness, operational capacity, currency fluctuations, inventory depreciation, industry demand, and macroeconomic conditions[67][68][69][70][72][73]. - The management indicated a cautious outlook for the next quarter, considering market conditions and potential challenges[190].