深圳市漫步者科技股份有限公司 第六届董事会第五次会议决议公告 证券代码：002351 证券简称：漫步者 公告编号：2023-024 深圳市漫步者科技股份有限公司 一、 以 9 票同意、0 票反对、0 票弃权，表决通过了《关于参股公司 AUDEZE LLC 被收购的议案》； 近日 Sony Interactive Entertainment（中文名称：索尼互动娱乐有限公司） 收购美国 AUDEZE LLC（以下简称"AUDEZE"）100%股权，其中公司持有 AUDEZE 16.39%股权（截至 2023 年 6 月 30 日）。本次交易完成后，公司将不 再持有 AUDEZE 股权。根据协议保密要求，本次交易确认交割完成前不得对外 披露任何交易细节和金额。公司将于本次交易确认交割完成后单独披露该交易详 细信息。 本次交易不构成关联交易，也不构成《上市公司重大资产重组管理办法》规 定的重大资产重组。根据相关法律法规及《公司章程》等有关规定，本次交易的 审批权限属于公司董事会审批范围内，无需提交公司股东大会审议。 独立董事对此发表了独立意见，认为：本次交易的审议程序符合相关法律法 规和规范性文件的规定，不存在损害公 ...

Financial Performance - The company's revenue for the first half of 2023 reached ¥1,188,754,292.01, representing a 19.42% increase compared to ¥995,410,627.06 in the same period last year[23]. - Net profit attributable to shareholders was ¥174,276,845.04, a significant increase of 64.51% from ¥105,942,338.01 in the previous year[23]. - The net profit after deducting non-recurring gains and losses was ¥168,006,651.17, reflecting a 90.35% increase from ¥88,268,704.94 year-on-year[23]. - The net cash flow from operating activities was ¥195,190,011.73, a remarkable increase of 2,616.49% compared to a negative cash flow of ¥7,756,433.29 in the same period last year[23]. - Basic and diluted earnings per share increased to ¥0.20, up 66.67% from ¥0.12 in the previous year[23]. - The gross profit margin for the electronic industry was 36.24%, an increase of 4.66% compared to the same period last year[73]. - The net profit for the reporting period was CNY 193,866,426.84, reflecting a significant increase of 67.23% year-on-year[71]. - The company's cash and cash equivalents increased by 203.44% to CNY 105,696,265.55 compared to the same period last year[71]. - The company's total liabilities decreased to approximately 8.58 billion yuan from 13.88 billion yuan at the beginning of the year, indicating a significant reduction in debt[197]. Assets and Investments - The total assets at the end of the reporting period were ¥2,903,694,252.30, a 1.57% increase from ¥2,856,363,722.05 at the end of the previous year[23]. - The net assets attributable to shareholders were ¥2,310,052,836.17, showing a slight increase of 0.37% from ¥2,301,386,559.13 at the end of the previous year[23]. - The company's cash and cash equivalents at the end of the reporting period amounted to CNY 1,486.34 million, representing 51.19% of total assets[101]. - The company has a total of ¥10,124,843.75 in assets with restrictions, including ¥1,445,160.00 in cash and ¥4,105,433.51 in fixed assets used as collateral for loans[148]. - The company has a total of ¥187,075,356.34 in cumulative actual investment in bank wealth management and trust products, with a reported income of ¥5,777,647.29[149]. Research and Development - The company has continued to focus on innovation and technology development, with a detailed list of patents granted in the first half of 2023[31]. - The company has a robust R&D team focused on audio technology, resulting in a comprehensive range of products including speakers, headphones, and microphones[52]. - Research and development investment increased by 12.01% to CNY 65,192,170.24 compared to the previous year[71]. - The company has filed for multiple patents in 2023, including designs for headphones and portable amplifiers, indicating ongoing innovation[53][55]. - The company has over 400 technical and R&D personnel, enhancing its core competitiveness in product design and development[95]. Market Presence and Brand Development - The company is committed to expanding its market presence and enhancing its product offerings in the audio equipment sector[29]. - The company has developed a strong brand presence with multiple award-winning products, including the "EDIFIER" brand, which has led the domestic market in sales for many years[50]. - The company aims to expand its overseas market presence, promoting its products under the "EDIFIER" brand globally[50]. - The "Edifier" brand has become a well-known name in the audio industry, leading in consumer awareness and product preference according to market surveys[79]. - The company has established a global marketing network, successfully selling products in over 80 countries and regions, including France, Italy, the USA, Canada, Japan, Australia, Russia, and Mexico[78]. Challenges and Risks - The management has highlighted potential risks and challenges that may affect future performance, urging investors to remain cautious[3]. - The company faces risks from global economic uncertainties, including potential impacts on product orders, sales prices, and gross margins due to market competition and rapid technological changes[156]. - The company has faced risks related to rising raw material prices and labor costs, which could impact production costs[138]. Corporate Social Responsibility and Sustainability - The company aims to continue promoting corporate social responsibility and integrate it into its development strategy, enhancing its brand's green competitiveness[184]. - The company has maintained compliance with environmental regulations and has implemented waste management practices to ensure pollution control[181]. - The company invested approximately 14 million yuan in a distributed photovoltaic power generation project, which is expected to generate an average annual power output of 3.09 million kWh, saving about 935 tons of standard coal annually[182]. - The photovoltaic project, completed by the end of July 2023, is designed to have a lifespan of 25 years and will reduce CO₂ emissions by approximately 2,571 tons per year[182]. Strategic Acquisitions and Partnerships - The company has made strategic acquisitions, including the full acquisition of Japan's STAX Ltd. in 2012 and a stake in Audeze LLC in 2016, to strengthen its market position[50]. - The company reported significant assets and equity sales, with subsidiaries engaged in audio equipment R&D and sales, generating total revenues of approximately ¥1.74 billion across four subsidiaries[154].

深圳市漫步者科技股份有限公司 独立董事对第六届董事会第四次会议相关事项的独立意见 深圳市漫步者科技股份有限公司 独立董事对第六届董事会第四次会议相关事项的独立意见 深圳市漫步者科技股份有限公司（以下简称"公司"）于 2023 年 8 月 21 日召开第六届董事会第四次会议，根据《上市公司独立董事规则》、《深圳证券交 易所上市公司自律监管指引第 1 号—主板上市公司规范运作》等相关法律、法规 及规章的规定，我们作为公司独立董事，经过对公司经营行为的审核、监督及对 本次会议资料的详细研究，基于独立、客观、公正的立场，就本次会议所涉及的 事项发表独立意见如下： 一、 关于 2023 年半年度公司累计和当期对外担保及关联方占用资金的专 项说明和独立意见 二、 关于公司 2023 年半年度使用自有闲置资金进行委托理财情况的独立 意见 经核查，公司2023年半年度使用自有闲置资金进行委托理财均经过必要的 审批程序并在指定披露媒体披露。公司财务部及时分析和跟踪理财产品投向控制 风险，公司审计部实施日常监督，并且不定期审计、核实。我们认为公司实现了 控制投资风险，保证公司资金安全及股东收益稳定。 (一) 对外担保情况 1、 ...

深圳市漫步者科技股份有限公司 2023 年半年度非经营性资金占用及其他关联资金往来情况汇总表 深圳市漫步者科技股份有限公司 2023 年半年度非经营性资金占用及其他关联资金往来情况汇总表 | 其他关联资金往来 | 资金往来方名称 | | 往来方与上市公 司的关联关系 | 上市公司核算 的会计科目 | 2023年期初往 来资金余额 | 2023半年度往来 累计发生金额 | 2023半年度往 来资金的利息 | 2023年半年 度偿还累计 | 2023年期末往 来资金余额 | 往来形成原因 | 往来性质 （经 营性往来、非 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | （不含利息） | （如有） | 发生金额 | | | 经营性往来） | | | | - | - | - | - | - | - | - | - | - | - | | 上市公司的子公司及其附 属企业 | | - | - | - | - | - | - | - | - | - | - | | | | - | - | - ...

深圳市漫步者科技股份有限公司 投资者关系活动记录表 证券代码：002351 证券简称：漫步者 深圳市漫步者科技股份有限公司投资者关系活动记录表 | --- | --- | |--------------|----------------------------------------------------------| | | 编号：PR2023051601 | | | □分析师会议 | | 投资者关系 | | | | 业绩说明会 | | 活动类别 | | | | 路演活动 | | | 其他 （请文字说明其他活动内容） | | | 东吴证券、望正资产、信达证券、易鑫安资产、顶天投资、国寿 | | 参与单位名称 | 安保基金、东北证券、恒健远志投资、九泰基金、富荣基金、摩 | | 及人员姓名 | 根华鑫、博源基金、原始森林私募基金、德邦证券、巨子私募共 | | | | | 时间 | | | 地点 | | | 上市公司 | | | | | 接待人员 李晓东先生介绍公司近况及回答提问内容概括如下： 一、 研发战略： 漫步者立足"自主品牌"的基本战略，持续加强品牌建设，适度 扩大品牌的市场投入力度，增加市场份额。公 ...

Financial Performance - Total operating revenue for Q1 2023 reached RMB 542,904,191.62, an increase of 13.5% compared to RMB 478,345,897.29 in the same period last year[8] - Total operating costs for Q1 2023 were RMB 443,573,307.55, up from RMB 423,525,431.81, reflecting a year-over-year increase of 4.9%[8] - Net profit attributable to the parent company increased to RMB 868,974,574.34, compared to RMB 792,769,421.94 at the beginning of the year, showing a growth of 9.6%[7] - The net profit for the first quarter of 2023 was CNY 83,215,851.66, an increase of 39.96% compared to CNY 59,485,931.71 in the previous period[10] - The total comprehensive income for the first quarter was CNY 79,261,166.05, up from CNY 57,956,908.25 in the same period last year, representing a growth of 36.67%[13] - Basic and diluted earnings per share increased to CNY 0.0857 from CNY 0.062, reflecting a rise of 38.71%[13] - The total profit for the first quarter was CNY 98,496,828.81, up from CNY 70,178,987.13, marking a growth of 40.24%[10] - The operating profit for the period was CNY 98,749,214.76, an increase of 40.57% compared to CNY 70,267,368.89 in the previous period[10] Assets and Equity - The total equity attributable to shareholders of the parent company reached RMB 2,374,166,375.76, up from RMB 2,301,424,670.03, indicating a growth of 3.2%[7] - The total assets of the company as of the end of Q1 2023 were RMB 2,829,638,785.32, slightly down from RMB 2,858,844,775.01 at the beginning of the year[7] - The company's total assets at the end of Q1 2023 amounted to ¥2,829,638,785.32, showing a decrease of 1.02% from the end of the previous year[32] - The equity attributable to shareholders increased to ¥2,374,166,375.76, marking a 3.16% rise compared to the previous year[32] Cash Flow - The net cash flow from operating activities was negative at CNY -48,905,978.26, compared to a positive CNY 28,490,708.31 in the previous period[17] - Cash and cash equivalents at the end of the period totaled CNY 1,332,528,067.99, an increase from CNY 285,019,939.51 at the end of the previous period[17] - The company's cash flow from operating activities was negative at -¥48,905,978.26, a decline of 271.66% compared to the same period last year[32] - The cash and cash equivalents increased significantly by 3319.68% to ¥119,887,554.72 from -¥3,723,581.92, reflecting a positive cash flow situation[39] Expenses and Losses - Research and development expenses amounted to RMB 27,659,342.35, which is a 11.5% increase from RMB 24,852,611.97 in the previous year[8] - The company reported a decrease in other comprehensive income from RMB 10,597,730.75 to RMB 6,744,909.09, a decline of 36.5%[7] - The company incurred a foreign exchange loss of CNY -3,954,685.61, compared to a loss of CNY -1,529,023.46 in the previous period[10] - The company's other comprehensive income after tax decreased by 158.64% to -¥3,954,685.61 from -¥1,529,023.46, mainly due to the depreciation of the US dollar against the RMB[39] Strategic Initiatives - The company plans to continue expanding its market presence and invest in new product development to drive future growth[9] - The company is exploring potential mergers and acquisitions to enhance its competitive edge in the market[9] Financial Adjustments - The company implemented a retrospective adjustment in accounting policies effective January 1, 2023, impacting the financial statements[32] Tax and Financial Income - The company received tax refunds totaling ¥5,573,534.64, a 281.65% increase from ¥1,460,364.43 in the previous period, indicating improved cash flow from tax returns[39] - The financial expenses decreased significantly by 1211.55%, resulting in a financial income of -¥5,965,588.76 compared to ¥536,691.94 in the previous period, mainly due to increased interest income[36] - The company reported a significant increase in interest income of 2652.62%, amounting to ¥8,316,229.15 compared to ¥302,120.55 in the previous period, due to the maturity of certain financial products[36] Other Financial Metrics - The weighted average return on equity for Q1 2023 was 3.26%, an increase of 0.78% compared to the previous year[32] - The company's trading financial assets decreased by 61.12% to ¥110,410,095.04 from ¥283,992,746.25, primarily due to the maturity of certain financial products[36] - The company’s prepayments increased by 54.63% to ¥8,343,115.97 from ¥5,395,468.79, attributed to higher marketing expenses[36]

证券代码：002351 证券简称：漫步者 深圳市漫步者科技股份有限公司 投资者关系活动记录表 3 深圳市漫步者科技股份有限公司投资者关系活动记录表 编号：PR2023033101 | 投资者关系 | □特定对象调研 □分析师会议 | | --- | --- | | 活动类别 | □媒体采访 业绩说明会 | | | □新闻发布会 □路演活动 | | | □现场参观 □其他 （请文字说明其他活动内容） | | 参与单位名称 | 通过全景网"投资者关系互动平台"参与公司 2022 年度网上业 | | 及人员姓名 | 绩说明会的投资者 | | 时间 | 年 月 日 2023 3 31 | | 地点 | 全景网"投资者关系互动平台" （网址：http://ir.p5w.net） | | 上市公司 | 董事长、总裁 张文东 董事、副总裁 肖 敏 董事、副总裁 张文昇 | | 接待人员 | 独立董事 李全兴 | | | 董事会秘书、副总裁 李晓东 | | | 财务总监 王红蓉 | | | 公司于 2023 年 3 月 31 日（星期五）15:00-17:00 在全景网 | | | "投资者关系互动平台"（网址：http: ...

Revenue Performance - The total revenue for the reporting period was CNY 2,214,399,101.41, a decrease of 3.88% compared to the previous year[4]. - Revenue from headphone and headset products was CNY 1,462,334,347.54, down 2.97% year-on-year[4]. - Revenue from the automotive audio segment dropped significantly by 50.36% to CNY 10,115,710.70[4]. - The company achieved a sales volume of 14,924,423 units, a slight increase of 0.29% year-on-year[6]. - The company's operating revenue for 2022 was approximately ¥2.21 billion, a decrease of 3.88% compared to ¥2.30 billion in 2021[34]. - In 2022, the total revenue for Edifier reached approximately CNY 1.71 billion, with a year-on-year growth of 15.2%[60]. - The company reported a significant increase in cash flow from operating activities, with a net cash flow of CNY 156.90 million in Q4 2022, recovering from a negative cash flow in Q2 2022[60]. - The company achieved a net profit attributable to shareholders of 246.55 million yuan in 2022, a decrease of 21.87% from 315.56 million yuan in the previous year, primarily due to a decline in revenue and increased labor costs[87]. Expenses and Costs - The company reported an increase in management expenses by 2.85% to CNY 82,885,100, primarily due to higher depreciation[3]. - Research and development expenses rose by 2.75% to CNY 140,022,500, with a notable increase in personnel costs[3]. - The cost of raw materials for headphones in 2022 was approximately ¥866.96 million, representing 87.11% of the total cost for headphones[116]. - The company reported a decrease in operating costs for headphones by 3.10% compared to 2021, with total costs of ¥995.25 million[124]. Market Strategy and Expansion - The company has established over 100 regional exclusive distributors in China, enhancing its sales network across all regions[1]. - The company has registered international trademarks in over 80 countries, including Germany, the UK, and the US, to expand its overseas market presence[1]. - The company is focusing on the AIoT (Artificial Intelligence of Things) integration, which is expected to drive future growth in smart audio and wearable devices[40]. - The company aims to increase its market share by 10% in the next year through targeted marketing campaigns and partnerships with key retailers[82]. - Market expansion efforts include entering new international markets, with plans to launch products in Europe and North America by Q2 2023[79]. Product Development and Innovation - Edifier launched several new products in 2022, including the NeoBuds S and STAX SPIRIT S3, enhancing its product lineup with advanced audio technologies[66]. - The company has expanded its brand portfolio with the introduction of new brands such as "Xemal," "HECATE," and "AIRPULSE," strengthening its market competitiveness[43]. - The company is actively developing new technologies, including noise-cancellation features in headphones and multifunctional keyboard sets, to enhance user experience[78]. - The introduction of fast-charging technology in new speaker models is expected to improve customer satisfaction and drive sales growth[78]. - The company has significantly increased its R&D investment in recent years, showcasing strong capabilities in industrial design and product innovation[107]. Financial Position and Assets - The total assets at the end of 2022 were approximately ¥2.86 billion, reflecting a growth of 6.74% from ¥2.68 billion at the end of 2021[34]. - The company reported a total equity of CNY 1,637,437,884.26 as of December 31, 2022, which includes CNY 889,107,000.00 in share capital and CNY 458,163,278.37 in capital reserves[130]. - The company’s financial statements are prepared in accordance with the accounting standards issued by the Ministry of Finance and relevant regulations[134]. Research and Development - The company has developed a comprehensive R&D team focused on audio products, integrating design and acoustic systems to optimize product performance[72]. - The company holds 391 valid patents as of December 31, 2022, including 14 invention patents in China and 3 international invention patents[101]. - The company applied for a total of 72 patents in 2022, including 33 design patents and 39 utility model patents[104]. Awards and Recognition - Edifier's products have received multiple design awards, including the Red Dot Design Award and iF Design Award, highlighting the brand's commitment to quality and innovation[43]. - The company has received multiple awards for its audio products, reinforcing its reputation as a leader in the audio industry[81]. - The company’s audio products received multiple prestigious awards in 2021, including the iF Red Dot Design Award for the TWS NB2 PRO headphones[111]. Future Outlook - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[82]. - The company has set ambitious performance guidance for the upcoming fiscal year, aiming for a revenue growth rate of over 15%[106].

证券代码：002351 证券简称：漫步者 公告编号：2023-013 出席本次年度业绩说明会的人员有：公司董事长兼总裁张文东先生，董事兼 副总裁肖敏先生，董事兼副总裁张文昇先生，独立董事李全兴先生，董事会秘书 兼副总裁李晓东先生，财务总监王红蓉女士。 深圳市漫步者科技股份有限公司 关于举行 2022 年度网上业绩说明会的公告 深圳市漫步者科技股份有限公司 关于举行2022年度网上业绩说明会的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 深圳市漫步者科技股份有限公司将于 2023 年 3 月 31 日（星期五）15:00-17:00 在全景网举办 2022 年度业绩说明会。本次年度业绩说明会将采用网络远程方式举 行，投资者可登录全景网"投资者关系互动平台"（http://ir.p5w.net）参与本次年 度业绩说明会。 欢迎广大投资者积极参与本次网上说明会。 （问题征集专题页面二维码） 特此公告。 深圳市漫步者科技股份有限公司 董 事 会 二〇二三年三月二十九日 1 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提前 向投资者公开 ...