广东莱尔新材料科技股份有限公司独立董事 公司编制的《广东莱尔新材料科技股份有限公司向不特定对象发行可转换公 司债券方案的论证分析报告（修订稿）》的内容符合国家相关政策和产业规划， 《中华人民共和国公司法》《中华人民共和国证券法》《上市公司证券发行注册管 理办法》等法律法规及《公司章程》的有关规定，符合公司实际情况，有利于推 进本次发行工作的顺利实施，不存在损害公司及全体股东特别是中小股东的利益。 我们一致同意《关于公司向不特定对象发行可转换公司债券方案的论证分析报告 （修订稿）的议案》。 三、关于公司向不特定对象发行可转换公司债券募集资金使用可行性分析 报告（修订稿）的独立意见 公司编制的《广东莱尔新材料科技股份有限公司向不特定对象发行可转换公 司债券募集资金使用可行性分析报告（修订稿）》的内容符合《中华人民共和国 公司法》《中华人民共和国证券法》《上市公司证券发行注册管理办法》等法律法 规及《公司章程》的有关规定，符合公司发展战略和全体股东利益，不存在损害 公司及全体股东特别是中小股东的利益。我们一致同意《关于公司向不特定对象 发行可转换公司债券募集资金使用可行性分析报告（修订稿）的议案》。 关于第二届董事 ...

广东莱尔新材料科技股份有限公司 关于向不特定对象发行可转换公司债券的审核问询 函回复（修订稿）及募集说明书等申请文件更新的 提示性公告 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。 证券代码：688683 证券简称：莱尔科技 公告编号：2023-046 公司本次向不特定对象发行可转换公司债券事项尚需通过上交所审核，并获 取中国证券监督管理委员会作出同意注册的决定后方可实施，上述事项最终能否 通过上交所审核，并获取中国证券监督管理委员会同意注册的决定及其时间尚存 在不确定性。公司将根据上述事项进展情况，按照相关法律法规规定和要求及时 履行信息披露义务，敬请广大投资者注意投资风险。 特此公告。 广东莱尔新材料科技股份有限公司董事会 2023 年 8 月 17 日 广东莱尔新材料科技股份有限公司（以下简称"公司"）于 2023 年 6 月 16 日收到上海证券交易所（以下简称"上交所"）出具的《关于广东莱尔新材料科 技股份有限公司向不特定对象发行可转换公司债券申请文件的审核问询函》（上 证科审（再融资）〔2023〕143 号， ...

中国 深圳 福田区 益田路6001号太平金融大厦11、12楼 11-12F, TAIPING FINANCE TOWER, 6001 YITIAN ROAD, FUTIAN, SHENZHEN, CHINA 电话(Tel)：(0755) 88265288 邮政编码：518038 网址(Website)：www.sundiallawfirm.com 传真(Fax)：(0755)88265537 关于 广东莱尔新材料科技股份有限公司 向不特定对象发行可转换公司债券的 补充法律意见书（二） 补充法律意见书（二） 广东信达律师事务所 关于广东莱尔新材料科技股份有限公司 向不特定对象发行可转换债券的 补充法律意见书（二） 信达再科意字(2023)第 001-02 号 致：广东莱尔新材料科技股份有限公司 根据公司与广东信达律师事务所签订的《专项法律顾问聘请协议》，广东信 达律师事务所接受公司的委托，担任其向不特定对象发行可转换公司债券的特聘 专项法律顾问。 广东信达律师事务所根据《中华人民共和国公司法》《中华人民共和国证券 法》《律师事务所从事证券法律业务管理办法》《律师事务所证券法律业务执业规 则（试行）》《公开发行证 ...

证券代码：688683 证券简称：莱尔科技 公告编号：2023-034 广东莱尔新材料科技股份有限公司 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： 会议召开时间：2023 年 6 月 1 日(星期四) 上午 11:00-12:00 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 5 月 25 日(星期四) 至 5 月 31 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 （leary.ir@leary.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。 广东莱尔新材料科技股份有限公司（以下简称"公司"）已于 2023 年 4 月 28 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 ...

Financial Performance - The company's operating revenue for 2022 was CNY 475.82 million, an increase of 4.57% compared to CNY 455.04 million in 2021[21]. - The net profit attributable to shareholders for 2022 was CNY 47.69 million, a decrease of 29.60% from CNY 67.74 million in 2021[21]. - The basic earnings per share for 2022 was CNY 0.32, down 36% from CNY 0.50 in 2021[22]. - The total assets at the end of 2022 were CNY 1,139.30 million, representing a 17.77% increase from CNY 967.37 million at the end of 2021[21]. - The company's net assets attributable to shareholders increased by 15.52% to CNY 965.26 million at the end of 2022, up from CNY 835.56 million in 2021[21]. - The cash flow from operating activities for 2022 was CNY 76.58 million, a decrease of 4.43% from CNY 80.12 million in 2021[21]. - The company's main business revenue was 466.41 million yuan, with a year-on-year growth of 4.46%[128]. - The main business cost increased by 12.59% to 349.31 million yuan[130]. - The sales expenses rose by 34.66% to 19.82 million yuan, primarily due to market expansion costs[127]. - The company reported a net profit margin of 12%, up from 10% in the previous year[174]. Research and Development - Research and development expenses accounted for 5.42% of operating revenue in 2022, slightly down from 5.58% in 2021[22]. - R&D expenses for 2022 amounted to CNY 25.78 million, representing 5.42% of operating revenue, with a year-on-year increase of 1.59%[38]. - The company holds a total of 311 patents, including 57 invention patents, and has been recognized as a high-tech enterprise[34][38]. - The company has developed advanced coating technologies that ensure uniform thickness and high-quality performance of its adhesive films[95]. - The company is focusing on R&D for new products and processes, enhancing core competitiveness and optimizing existing product formulations[45]. - The company has established a research base in Chengdu for new materials, collaborating with leading experts to accelerate product innovation in new energy applications[46]. - The company achieved a total R&D investment of ¥25,779,551.88, representing a 1.59% increase compared to the previous year[102]. - The company added 57 new intellectual property rights during the reporting period, including 22 invention patents and 35 utility model patents[100]. Market Expansion and Strategy - The company plans to continue expanding its market presence and invest in new product development to drive future growth[22]. - The company is actively positioning itself in the new energy and semiconductor sectors, leveraging its advantages in the 3C electronics industry[73]. - The company is focusing on expanding its market presence and exploring new strategies for growth[171]. - Market expansion plans include entering three new international markets by Q3 2023, targeting a 5% market share in each[174]. - The company is committed to expanding its market presence in the home appliance sector, leveraging local industry advantages to capture a larger share of the market[158]. - The company is preparing to increase production capacity, with a new project in Foshan expected to add 12,000 tons of new energy coating foil capacity, and a strategic cooperation with Shenhuo Group to build a production line with an annual capacity of 60,000 tons[63]. Corporate Governance - The company has received a standard unqualified audit report from Zhongchao Zhonghuan Accounting Firm[5]. - The company does not have any special arrangements for corporate governance[8]. - The company has not violated decision-making procedures for providing guarantees[8]. - The company has not faced any issues with a majority of directors being unable to ensure the authenticity of the annual report[8]. - The governance structure has been optimized to mitigate operational risks and promote sustainable development[165]. - The company has established specialized committees under the board, including an audit committee and a remuneration and assessment committee[185]. Risks and Challenges - The company has detailed various risk factors in the management discussion and analysis section of the report[4]. - The company is facing risks related to raw material price fluctuations, which significantly impact production costs[118]. - The comprehensive gross margin is showing a downward trend due to various factors, including raw material prices and product structure changes[120]. - The company faces risks from potential changes in export tax rebate policies, which could adversely affect operating performance[122]. Shareholder Information - The proposed cash dividend is CNY 1.00 per 10 shares, totaling CNY 15,510,292.90 (including tax), which represents 32.52% of the net profit attributable to ordinary shareholders for the year[5]. - The company has established a continuous and stable profit distribution system, emphasizing reasonable returns to investors[197]. - The chairman increased his shareholding from 12,000,000 to 12,911,943 shares, representing an increase of 911,943 shares during the reporting period[169]. - The total shareholding of the company is 18,100,000 shares, with a slight increase of 621,362 shares compared to the previous period[170]. - The company reported a decrease in shareholding for some executives, with Liang Yunxiang reducing holdings by 100,000 shares[170]. Production and Operations - The company is expanding its production capacity for new energy carbon-coated foil with a new project aiming for an annual output of 12,000 tons, expected to be fully operational in 2023[32][37]. - The production process adheres to strict quality control measures, ensuring product compliance and continuous improvement[50]. - The company employs a make-to-order production model, ensuring precise procurement based on actual orders[49]. - The company’s production of flexible flat cables was 146,131,255.00 units, with a year-on-year increase of 13.06%[132]. - The company’s LED flexible circuit board production was 50,565,417.50 M, with a year-on-year increase of 31.51%[132]. Future Outlook - Future performance guidance indicates a positive outlook based on current market trends and user data[171]. - The company provided a forward guidance of 10% revenue growth for the next fiscal year, projecting $550 million in revenue[174]. - The company is investing $30 million in R&D for new technologies aimed at enhancing product efficiency[174]. - The company plans to implement a new customer engagement strategy, projected to improve customer retention rates by 15%[177].

2023 年第一季度报告 证券代码：688683 证券简称：莱尔科技 广东莱尔新材料科技股份有限公司 2023 年第一季度报告 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。 第一季度财务报表是否经审计 □是 √否 一、 主要财务数据 (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 | | 本报告期比上年 | | --- | --- | --- | --- | | | | | 同期增减变动幅 | | | | | 度(%) | | 营业收入 | | 91,318,030.77 | -18.36 | | 归属于上市公司股东的净利润 | | 8,040,416.40 | -21.72 | | 归属于上市公司股东的扣除非 经常性损益的 ...

编号：2022-002 证券代码：688683 证券简称：莱尔科技 广东莱尔新材料科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |---------------------------|----------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------| | | | | | | √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 | | | | □现场参观 □其他 | | | 参与单位名称及 人员姓 ...

编号：2022-003 证券代码：688683 证券简称：莱尔科技 广东莱尔新材料科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |------------------------|---------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------| | 投资者关系活动 \n类别 | √特定对象调研 \n□新闻发布会 □路演活动 | □分析师会议 \n□媒体采访 □业绩说明会 | | | □现场参观 □其他 | | | | 佛山基金业协会：陈县华 | | | | | 睿和投资：王勇 易高资本：何伶俐 | | | 凯鼎投资：陈宁晖 | 瑞信投资：何志强 | | | | 千灯资本 ...

Financial Performance - The company reported a total revenue of RMB 500 million for the first half of 2022, representing a year-on-year increase of 15%[14]. - The company's operating revenue for the first half of the year was ¥231.50 million, an increase of 3.66% compared to ¥223.33 million in the same period last year[21]. - Net profit attributable to shareholders decreased by 28.46% to ¥22.33 million from ¥31.22 million year-on-year[21]. - The net cash flow from operating activities was ¥9.84 million, down 51.76% from ¥20.40 million in the previous year, primarily due to increased working capital investment in new projects[23]. - Basic earnings per share decreased by 40.40% to ¥0.15 from ¥0.25 in the same period last year[22]. - The company reported a net profit for the first half of 2022 of CNY 22,950,885.16, a decrease of 26.5% from CNY 31,218,468.75 in the same period of 2021[194]. - Total comprehensive income for the first half of 2022 was ¥72,211,629.10, compared to ¥11,873,642.56 in the same period last year, showing a growth of 508.5%[199]. Market Expansion and Product Development - User data showed an increase in active users by 20%, reaching a total of 1 million active users[14]. - The company plans to launch two new products in Q3 2022, aiming to capture a larger market share in the flexible cable segment[14]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[14]. - The company expects to benefit from the growing demand for functional materials in the new energy vehicle sector, with a projected increase in market space for its products[29]. - The company plans to enhance its product offerings in the new energy vehicle market, particularly in FFC thermal adhesive films and related materials[29]. - The company is focusing on the development of high-performance hot melt adhesive films for automotive applications, which have passed customer testing and entered mass production[33]. - The company is committed to expanding its product applications in various sectors, including automotive, electronics, and communication industries[50]. Research and Development - Research and development expenses increased by 30%, reflecting the company's commitment to innovation and new technology[14]. - The company's R&D expenditure as a percentage of operating revenue increased to 6.03%, up 0.62 percentage points from 5.41%[22]. - The company achieved a total R&D investment of ¥13,949,692.70, representing a 15.44% increase compared to ¥12,084,030.12 in the same period last year[46]. - The company added 17 new intellectual property rights in the first half of 2022, including 8 invention patents and 9 utility model patents, bringing the total to 350 applications and 292 granted[45]. - The company has a total of 288 patents, including 46 invention patents, reflecting its strong technological advantage and commitment to R&D[57]. Financial Health and Risks - Total assets at the end of the reporting period were ¥995.68 million, an increase of 2.93% from ¥967.37 million at the end of the previous year[21]. - The weighted average return on net assets decreased by 2.49 percentage points to 2.63% from 5.12% year-on-year[22]. - The company has identified potential risks related to supply chain disruptions and is actively working on mitigation strategies[14]. - The company's accounts receivable net amount was CNY 178.47 million, accounting for 17.93% of total assets and 77.09% of operating revenue, indicating a significant risk of collection[70]. - The company faces risks related to raw material price fluctuations, which could significantly impact its financial performance due to the high proportion of raw materials in production costs[70]. Environmental and Sustainability Initiatives - The company’s strategic focus on environmentally friendly products is expected to benefit from stricter industry standards and increasing consumer demand for sustainable solutions[31]. - The company has developed environmentally friendly hot melt adhesive films that comply with environmental regulations and have received multiple international certifications, including RoHS2.0[98]. - The company has adopted a green production process for LED flexible circuit boards, using physical cutting instead of chemical etching, contributing to environmentally friendly manufacturing[99]. - The company has established pollution treatment procedures and emission standards to promote resource conservation and reduce water and electricity consumption[100]. Shareholder Commitments and Governance - The controlling shareholder, Ternell, committed to not transferring or entrusting the management of shares for 36 months post-IPO[106]. - The actual controller, Wu Zhongqian, made similar commitments regarding share management for 36 months post-IPO[106]. - The company has committed to fill the dilution of immediate returns for shareholders long-term[104]. - The company will ensure compliance with all legal and regulatory requirements regarding share transfers and reductions[123]. - The company will not engage in any business that competes with its subsidiaries, both domestically and internationally[136].

Financial Performance - The company's operating revenue for 2021 was CNY 455,042,332.42, representing a year-on-year increase of 13.52% compared to CNY 400,831,591.23 in 2020[20]. - The net profit attributable to shareholders for 2021 was CNY 67,744,752.20, which is a 7.00% increase from CNY 63,310,927.81 in 2020[20]. - The cash flow from operating activities for 2021 increased by 56.04% to CNY 80,124,354.22, up from CNY 51,347,288.63 in 2020[20]. - The total assets at the end of 2021 were CNY 967,365,887.06, a 62.20% increase from CNY 596,387,579.88 at the end of 2020[20]. - The net assets attributable to shareholders increased by 68.46% to CNY 835,559,646.18 at the end of 2021, compared to CNY 496,002,076.36 at the end of 2020[20]. - The basic earnings per share for 2021 was CNY 0.50, down 12.28% from CNY 0.57 in 2020[21]. - The net profit after deducting non-recurring gains and losses was CNY 57,887,200.53, a marginal increase of 0.55% from CNY 57,568,979.35 in 2020[20]. - The company reported a total revenue of approximately 3,643,010.92 for the year, with a significant increase in user data and product applications in communication and mobile devices[90]. - The company reported a total revenue of approximately 56.55 million RMB, with a significant increase from 25.38 million RMB in the previous period, representing a growth of 122.5%[92]. - The company reported a revenue of 1.2 billion in 2021, representing a year-over-year growth of 15%[158]. - The company achieved a total revenue of approximately 1.5 billion for the fiscal year, representing a 20% year-over-year growth[160]. Dividend and Profit Distribution - The company plans to distribute a cash dividend of 1.5 RMB per 10 shares, totaling 22,284,000 RMB, which represents 32.89% of the net profit attributable to ordinary shareholders[5]. - The company has not proposed a cash profit distribution plan despite having positive distributable profits, indicating a focus on reinvestment strategies[185]. Research and Development - The R&D expenditure as a percentage of operating revenue was 5.58% in 2021, slightly down from 5.66% in 2020[22]. - The company achieved a research and development investment of 25.38 million yuan in 2021, representing a year-on-year increase of 11.77%, with R&D expenses accounting for 5.58% of total revenue[41]. - The company added 49 new patents during the reporting period, bringing the total to 256 patents[32]. - The company holds 256 authorized patents, including 36 invention patents, which are critical for maintaining its competitive edge[101]. - The cumulative number of invention patents reached 91, with 36 granted, while utility model patents totaled 219, with 220 granted[87]. - The company is focusing on R&D for new products and processes, with a strategy to enhance core competitiveness and optimize existing adhesive formulations to reduce costs[51]. - The company is focusing on the R&D of high-frequency and high-speed transmission materials, particularly in the 3C electronics and new energy vehicle sectors, aiming to enhance product performance and market share[140]. - The company is committed to enhancing its product offerings through continuous innovation and adaptation to the fast-paced technological advancements in the 3C and home appliance sectors[99]. Market Expansion and Strategy - The company plans to continue expanding its market presence and investing in new technologies and products[26]. - The company is focusing on the new energy industry chain, with products already being supplied to major automotive manufacturers[34]. - The company aims to develop over a thousand brand dealers in the automotive aftermarket within the next three years to capture market opportunities[63]. - The company is actively expanding its product offerings in the automotive materials sector, particularly under the Lyle brand, to capitalize on the growth of the new energy vehicle market[143]. - The company is pursuing strategic partnerships and acquisitions to expand its market presence and resource integration, focusing on functional coating films and downstream applications[146]. - The company is expanding its application of functional adhesive films into high-temperature, high-humidity, and high-frequency fields, with a focus on precision coating and thermoforming processes[67]. Corporate Governance and Management - The company has a standard unqualified audit report from Zhongzheng Zhonghuan Accounting Firm[5]. - The company has established a compensation and assessment committee to formulate and review the remuneration plans for directors and senior management[166]. - The company has not reported any significant changes in the capitalized R&D investment ratio[89]. - The company has implemented various internal control systems to ensure legal compliance and safeguard financial security[195]. - The company emphasizes strict compliance with corporate governance regulations and continuously improves its governance structure[200]. - The company has established a stock incentive plan with 4,720,000 restricted stocks allocated to 101 individuals, representing 3.18% of the total stock[186]. Risks and Challenges - The company has detailed risk factors in the management discussion and analysis section of the report[4]. - The company faces risks related to the rapid technological changes and the need for continuous product iteration to meet the demands of leading international manufacturers[99]. - The company faces risks related to the potential loss of core technical personnel, which could impact product development and market competitiveness[100]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[7]. - The company has not violated decision-making procedures for external guarantees[7]. Production and Operational Efficiency - The company has implemented lean management practices to enhance production efficiency and reduce costs[39]. - The company is committed to enhancing its "smart manufacturing" capabilities through the introduction of advanced automation lines, improving overall production efficiency[141]. - The company is focusing on personalized production to meet customer demands, leveraging its extensive experience in hot melt adhesive film manufacturing[82]. - The company is implementing a dual-layer centralized control model to achieve digital, visual, and efficient management of production processes[41]. Environmental Commitment - The company is focusing on environmentally friendly processes in its production, aligning with national low-carbon policies and aiming for a significant reduction in carbon emissions by 18% during the 14th Five-Year Plan period[67]. - The company has developed environmentally friendly hot melt adhesive films that comply with environmental regulations and have received multiple international certifications[198]. - The company is dedicated to contributing to national carbon neutrality goals by investing in technological innovation and environmental protection[198]. Employee Development and Compensation - The company emphasizes a performance-based compensation policy, linking salary adjustments and bonuses to individual performance to motivate employees[179]. - The company has a structured salary system aligned with dual career development paths to encourage multi-directional employee growth[179]. - The total remuneration for directors and senior management during the reporting period amounted to 651.67 million yuan[156]. - The total remuneration for core technical personnel at the end of the reporting period amounted to 2.07 million RMB[167].