目 录 | 一、关于经营业绩…………………………………………………第 | 1—74 | 页 | | --- | --- | --- | | 二、关于实控人资金来源及发行方案…………………………第 | 74—105 | 页 | 关于苏州东山精密制造股份有限公司 向特定对象发行股票 审核问询函中有关财务事项的说明 深圳证券交易所： 由海通证券股份有限公司转来的《关于苏州东山精密制造股份有限公司申 请向特定对象发行股票的审核问询函》（审核函〔2024〕120043 号，以下简称 审核问询函）奉悉。我们已对审核问询函所提及的苏州东山精密制造股份有限 公司（以下简称东山精密公司或公司）财务事项进行了审慎核查，现汇报如下。 一、 关于经营业绩 天健函〔2024〕5-31 号 报告期各期，公司营业收入分别为 317.93 亿元、315.80 亿元、336.51 亿 元和 166.29 亿元，扣非后归属于母公司所有者净利润分别为 15.77 亿元、21.26 亿元、16.15 亿元和 5.16 亿元，最近一年及一期营业收入呈增长趋势，但扣非 后归母净利润分别同比下滑 24.08%、10.66%。2022 年以来，公司主要产品 ...

安徽承义律师事务所关于 苏州东山精密制造股份有限公司 2024 年度向特定对象发行股票的 补充法律意见书（一） 安徽承义律师事务所 ANHUI CHENGYI LAW FIRM 地址：安徽省合肥市怀宁路 200 号置地广场栢悦中心五层 邮编：230041 传真：0551-65608051 电话：0551-65609615 65609815 安徽承义律师事务所关于 苏州东山精密制造股份有限公司 2024年度向特定对象发行股票的 补充法律意见书（一） （2024）承义法字第0099-6号 致：苏州东山精密制造股份有限公司 根据本所与发行人签订的《聘请律师协议》，本所指派司慧、张亘律师以特 聘专项法律顾问的身份，参与本次发行工作。 本律师已依据《公司法》《证券法》《注册管理办法》《适用意见第 18 号》 等有关法律、法规和规范性文件，按照中国证监会关于《编报规则第 12 号》的 要求，基于律师行业公认的业务标准、道德规范和勤勉尽责精神，就本次发行所 涉有关事宜出具了承义法字（2024）第 00199-1 号《法律意见书》和（2024）第 00199-2 号《律师工作报告》。 根据深圳证券交易所上市审核中心于 202 ...

股票简称：东山精密 股票代码：002384 苏州东山精密制造股份有限公司 Suzhou Dongshan Precision Manufacturing Co., Ltd. （苏州吴中区经济开发区善丰路 288 号） 向特定对象发行 A 股股票之募集说明书 （修订稿） 保荐人（主承销商） （上海市广东路689号） 二〇二四年十一月 声 明 本公司及全体董事、监事、高级管理人员承诺本募集说明书不存在任何虚假 记载、误导性陈述或重大遗漏，并对其真实性、准确性及完整性承担相应的法律 责任。 公司负责人、主管会计工作负责人及会计机构负责人保证募集说明书中财务 会计资料真实、完整。 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，本次证券依法发行后，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 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's revenue growth in the third quarter met expectations, with significant growth in the new energy sector [1] - The company achieved a total revenue of 26.466 billion yuan in the first three quarters of 2024, a year-on-year increase of 17.62%, while the net profit attributable to shareholders decreased by 19.91% to 1.067 billion yuan [1] - The third quarter saw stable revenue growth of 11.37%, reaching 9.838 billion yuan, driven by recovering industry demand and strong performance in flexible circuit boards [1] - Despite internal cost reform effects not being fully realized, the company expects improvement in the revenue-to-profit situation [1] - The new energy business achieved sales revenue of approximately 6.160 billion yuan, a year-on-year increase of about 36.89% [1] Financial Summary - The company’s revenue forecast for 2024 is 38.088 billion yuan, with a growth rate of 13.18% [2] - The net profit forecast for 2024 is 1.827 billion yuan, reflecting a decrease of 7.01% [2] - The company’s earnings per share (EPS) for 2024 is projected to be 1.07 yuan, with a price-to-earnings (P/E) ratio of 26.8 times [2] - The return on equity (ROE) is expected to be 9.11% in 2024 [2] Comparable Company Valuation - The company’s current price is 31.48 yuan, with a P/E ratio of 20.7 for 2022, 24.9 for 2023, and projected at 26.8 for 2024 [3] - Compared to similar companies, the valuation levels are consistent with industry averages, maintaining a "Buy" rating [1][3] Financial Ratios - The company’s gross margin is projected to be 15.32% in 2024, with a net margin of 4.80% [5] - The debt-to-asset ratio is expected to decrease from 59.52% in 2022 to 51.73% in 2026, indicating improved financial stability [5] - The current ratio is projected to improve from 1.23 in 2022 to 1.59 in 2026, reflecting better liquidity [5]

Group 1: Company Performance and Strategy - The company reported a revenue increase but a decrease in profit due to factors such as new base production capacity being in the ramp-up phase, one-time costs from internal base integration, and losses in the LED business [4] - The company is focusing on a dual-driven strategy of "Consumer Electronics + New Energy" as its core business [3] - The company aims to enhance internal management, optimize product structure, and improve capacity utilization to achieve long-term stable development and maximize shareholder value [3] Group 2: Market Position and Product Development - The company is a major player in the touch display module manufacturing sector, with a diverse product line including touch products, LCD modules, and automotive display modules [2] - The company has established a strong competitive position in the consumer electronics and automotive display fields, leveraging years of industry experience and technological accumulation [2] - The company is actively expanding its new energy business, with products including structural components, battery trays, and water-cooling plates, while maintaining confidentiality regarding specific client information [3] Group 3: Research and Development - The company emphasizes research and development, with significant investments aimed at enhancing market position and core competitiveness [2] - The company is committed to continuous innovation and product upgrades, focusing on new technologies and applications [2] Group 4: External Factors and Challenges - The company is monitoring the impact of external factors such as tariffs and sanctions on the PCB industry, particularly in relation to the U.S. market [2] - The company acknowledges the challenges posed by currency fluctuations affecting financial expenses [4]

Investment Rating - The investment rating for the company is "Outperform the Market" [3][8]. Core Views - The company's revenue for the first three quarters of 2024 reached 26.466 billion yuan, a year-on-year increase of 17.62%, while the net profit attributable to shareholders was 1.067 billion yuan, a year-on-year decrease of 19.91% [1]. - The company's new energy business revenue for the first three quarters of 2024 was 6.160 billion yuan, representing a year-on-year increase of 36.89%, accounting for 25% of total revenue [1]. - The company is expected to benefit from the AI innovation opportunities and maintain its advantages in high-end flexible printed circuits (FPC) and high-frequency, high-speed, high-density circuit boards [1]. Financial Performance Summary - For Q3 2024, the company achieved revenue of 9.838 billion yuan, a year-on-year increase of 11.37% and a quarter-on-quarter increase of 10.74% [1]. - The gross profit margin for Q3 2024 was 14.65%, a year-on-year decrease of 0.16 percentage points, but a quarter-on-quarter increase of 2.05 percentage points [1]. - The net profit margin for Q3 2024 was 5.16%, a year-on-year decrease of 0.59 percentage points, but a quarter-on-quarter increase of 2.12 percentage points [1]. Profit Forecast and Financial Indicators - The company has adjusted its profit forecast for 2024-2026, expecting net profits of 1.93 billion, 2.57 billion, and 3.19 billion yuan respectively, with year-on-year growth rates of -2.0%, 33.5%, and 23.8% [1][2]. - The current stock price corresponds to price-to-earnings ratios (PE) of 28, 21, and 17 times for 2024, 2025, and 2026 respectively [1][2].

苹果产业链震荡拉升 东山精密涨停 财联社11月5日电，东山精密、奥拓电子涨停，哈森股份、闻泰科 技、田中精机、领益智造、水晶光电等快速跟涨。 消息面上，苹果公司探索进军智能眼镜市场，其内部正研究市场上的相关产品。 据知情人士透露，苹果上周进行代号为Atlas的倡议，涉及收集苹果员工对于智能眼镜的反馈意见。 相关研究由苹果产品系统质量（APSQ）团队牵头。 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [5][8]. Core Views - The company's Q3 2024 revenue showed a moderate recovery with a year-on-year increase of 11.37%, reaching 9.84 billion yuan, while the net profit attributable to shareholders was 507 million yuan, a slight decrease of 0.27% year-on-year [6][8]. - The company is positioned as the second largest in FPC and the third largest in PCB globally, with significant growth in its business related to Apple and Tesla [7][8]. - The company has been expanding its new energy vehicle (NEV) business, with revenues of 2.37 billion yuan, 6.36 billion yuan, and 3.81 billion yuan in 2022, 2023, and the first half of 2024, respectively [7][8]. - The financial strategy has led to a noticeable decrease in financial expense ratios, from 2.95% in 2019 to 0.56% in 2023, contributing to improved profitability [8]. Summary by Sections Financial Performance - For the first three quarters of 2024, the company reported a revenue of 26.47 billion yuan, a year-on-year increase of 17.62%, while the net profit attributable to shareholders was 1.07 billion yuan, down 19.91% year-on-year [5][9]. - The gross margin for Q3 2024 was 14.65%, showing a slight decrease of 0.16 percentage points year-on-year, while the net profit margin was 5.16%, down 0.59 percentage points year-on-year [6][9]. Business Segments - The company has a diversified product portfolio, focusing on precision components, electronic circuit boards, and optoelectronic displays, with a strategic emphasis on the NEV sector [7][8]. - The LED business has been underperforming, with significant losses, but there are expectations for recovery in the future [8]. Valuation and Forecast - The profit forecast for 2024-2026 has been adjusted downwards due to losses in the LED business and fluctuations in the USD exchange rate, with net profit estimates revised to 1.9 billion yuan, 2.4 billion yuan, and 2.9 billion yuan for 2024, 2025, and 2026, respectively [8][9]. - The company is trading at a PE ratio of 28 for 2024, which is lower than the average PE of 35 for comparable companies, indicating potential upside [8].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1]. Core Views - The company's Q3 2024 performance met expectations, driven by the dual engines of PCB and automotive sectors. The revenue for Q1 to Q3 2024 reached 26.466 billion yuan, a year-on-year increase of 17.62%. However, the net profit attributable to the parent company was 1.067 billion yuan, down 19.91% year-on-year [4]. - The company is optimistic about the long-term development, anticipating growth in mobile soft board business and potential recovery in LED operations, alongside gradual ramp-up in automotive electronics production [4]. Financial Performance Summary - For Q3 2024, the company achieved a revenue of 9.838 billion yuan, a year-on-year increase of 11.37% and a quarter-on-quarter increase of 10.74%. The net profit attributable to the parent company was 507 million yuan, down 0.27% year-on-year but up 86.82% quarter-on-quarter [4]. - The gross profit margin for Q3 2024 was 14.65%, a decrease of 0.16 percentage points year-on-year [4]. - The company's revenue from the new energy business for the first nine months of 2024 was approximately 6.160 billion yuan, reflecting a year-on-year growth of 36.89% [4]. Financial Forecast Summary - The company has adjusted its profit forecasts for 2024, 2025, and 2026, estimating net profits of 1.79 billion yuan, 2.76 billion yuan, and 3.31 billion yuan respectively [4]. - The current stock price corresponds to a price-to-earnings (P/E) ratio of 30.1 for 2024, 19.5 for 2025, and 16.3 for 2026 [4]. - The projected revenue growth rates for the upcoming years are 12.2% for 2024, 16.0% for 2025, and 18.3% for 2026 [6]. Strategic Insights - The company is committed to a dual-engine strategy, focusing on both consumer electronics and new energy sectors. It aims to enhance its competitive edge in PCB products across AI servers, cloud computing, and automotive applications [6]. - In the new energy sector, the company is collaborating with major clients to provide essential components, thereby establishing a second growth engine [6].

Investment Rating - The report maintains a "Recommended" rating for the company, considering the upcoming innovations in AI and the overall market conditions [2][4]. Core Insights - The company's revenue for the first three quarters of 2024 reached 26.466 billion yuan, a year-on-year increase of 17.62%, while the net profit attributable to shareholders was 1.067 billion yuan, a decrease of 19.91% [2]. - The third quarter alone saw a revenue of 9.838 billion yuan, up 11.37% year-on-year and 10.74% quarter-on-quarter, with a net profit of 507 million yuan, showing a slight decline of 0.27% year-on-year but a significant increase of 87.08% quarter-on-quarter [2]. - The company is expected to benefit from the growth in flexible printed circuit boards (FPC) due to increasing demand driven by AI innovations and the complexity of chip designs [2]. - The FPC business is primarily focused on consumer electronics, with strong ties to major clients, which is anticipated to enhance pricing and profitability as AI functionalities are implemented [2]. - The company's new energy business is rapidly growing, with a revenue of 3.810 billion yuan in the first half of 2024, reflecting a year-on-year increase of 29.3%, and is becoming a significant growth engine for the company [2]. Financial Summary - The forecast for the company's net profit attributable to shareholders for 2024-2026 is 1.972 billion, 2.984 billion, and 3.517 billion yuan respectively, with corresponding price-to-earnings ratios of 27, 18, and 15 times [3][6]. - The company's gross margin for Q3 2024 was 14.65%, a year-on-year decrease of 0.16 percentage points but an increase of 2.05 percentage points quarter-on-quarter [2]. - The company's operating expenses have shown varied trends, with sales, management, R&D, and financial expense ratios being 1.16%, 2.78%, 3.61%, and 0.37% respectively for the first three quarters of 2024 [2].