杭州市西湖区学院路 77 号 黄龙万科中心 A 座 16 楼 邮编：310012 电话：（86-571）2689-8188 传真：（86-571）2689-8189 junhehz@junhe.com 北京君合（杭州）律师事务所 关于 深圳和而泰智能控制股份有限公司 2022 年限制性股票激励计划 调整回购价格及回购注销部分限制性股票的 法律意见书 深圳和而泰智能控制股份有限公司： 北京君合（杭州）律师事务所（以下简称"本所"）为具有从事法律业务资格 的律师事务所。本所接受深圳和而泰智能控制股份有限公司（以下简称"和而泰" 或"公司"）的委托，担任和而泰 2022 年限制性股票激励计划（以下简称"本次激 励计划"）的专项法律顾问，就公司本次激励计划调整回购价格（以下简称"本 次调整回购价格"）及回购注销部分限制性股票（以下简称"本次回购注销"） 涉及的相关事项，出具本法律意见书。 本法律意见书根据《中华人民共和国公司法》（以下简称《公司法》）、 《中华人民共和国证券法》（以下简称《证券法》）、《上市公司股权激励管理 办法》（以下简称《激励管理办法》）、《律师事务所从事证券法律业务管理办 法》及《深圳证券交易所 ...

Financial Performance - The company's operating revenue for 2024 reached ¥9,659,390,712.51, representing a 28.66% increase compared to ¥7,507,419,674.05 in 2023[17]. - Net profit attributable to shareholders for 2024 was ¥364,288,849.01, a 9.91% increase from ¥331,428,465.58 in 2023[17]. - The net profit after deducting non-recurring gains and losses was ¥342,072,513.50, up 16.02% from ¥294,849,564.15 in 2023[17]. - The net cash flow from operating activities increased by 74.46% to ¥629,897,392.24 in 2024, compared to ¥361,059,098.53 in 2023[17]. - Total assets at the end of 2024 were ¥11,970,554,542.52, a 20.13% increase from ¥9,964,685,431.02 at the end of 2023[17]. - The company's basic earnings per share for 2024 was ¥0.4008, reflecting a 12.52% increase from ¥0.3562 in 2023[17]. - The weighted average return on equity for 2024 was 7.93%, up from 7.53% in 2023[17]. - The company achieved a revenue of 9.659 billion yuan in the reporting period, representing a year-on-year growth of 28.66%[62]. - The controller business segment generated a revenue of 9.448 billion yuan, with a year-on-year increase of 30.86% due to increased market share and new customer orders[62]. - The net profit attributable to shareholders was 364 million yuan, reflecting a year-on-year growth of 9.91%[64]. Market and Industry Insights - The global smart controller market is expected to reach $197.71 billion in 2024, growing approximately 4.4% year-on-year from 2023[27]. - The Chinese smart controller market is projected to reach 387.3 billion yuan in 2024, with a year-on-year growth of 12.1%, more than double the global growth rate[27]. - The company is focused on the smart controller industry, which integrates AI and automation technologies, and is expected to grow due to advancements in technology and new product developments[26]. - The company has maintained a focus on large customer strategies, leading to rapid market expansion through technological innovation and optimized product design capabilities[30]. - The company's smart controller business encompasses four major industry clusters: home appliances, power tools, industrial automation, and automotive electronics[31]. Product Development and Innovation - The company is leveraging AI and big data technologies to upgrade traditional smart controller devices, expanding its market boundaries[32]. - The company is actively expanding its product lines in automotive electronics, focusing on electric, intelligent, and connected vehicle technologies[39]. - The company focuses on smart product business, utilizing AI and electronic control technologies for smart upgrades of traditional hardware products[44]. - The smart product applications span various fields including smart home appliances, health care, and wearable devices, with notable products like the Wanlrise smart beauty mirror and the perception plan body sensation clothing[45]. - The second-generation sleep system was launched at the Guangzhou Home Expo, featuring sleep and pressure monitoring for adaptive support adjustment, receiving positive feedback[46]. - The company aims to enhance the intelligence of its oven products through the integration of cloud-based AI algorithms and self-developed models, improving cooking efficiency and user experience[96]. Research and Development - The company has established a research and development team of over 1,000 members and has applied for more than 2,000 patents, creating a robust technological foundation for sustainable development[129]. - The company is focusing on developing a high-sensitivity touch detection system to enhance user experience and reduce production costs in the smart hardware sector[97]. - The company plans to prioritize research on reinforcement learning-based inference optimization technology to enhance model reasoning capabilities without relying on manually labeled data[46]. - The R&D budget has increased by 30%, now totaling $60 million, to support new technology development[177]. - The company is implementing a three-tier R&D strategy to drive technological innovation and product differentiation, enhancing its competitive edge in the smart controller field[129]. Governance and Management - The company adheres to the requirements of the Company Law, Securities Law, and relevant regulations to ensure a sound governance structure[150]. - The company ensures equal rights for all shareholders, particularly minority shareholders, in the decision-making process[151]. - The board of directors operates independently and is composed in accordance with legal and regulatory requirements[153]. - The company has established performance evaluation and incentive mechanisms for directors and senior management[156]. - The company actively communicates with stakeholders to promote harmonious development among all parties[157]. Financial Management and Investments - The company reported a net cash outflow from investment activities of ¥1,094,134,667.59, a 112.27% decline year-on-year, primarily due to increased cash payments for long-term assets[101]. - The company’s cash and cash equivalents decreased by ¥86,311,213.90, a decline of 157.49% compared to the previous year, driven by the larger net outflow from investment activities[101]. - The total investment during the reporting period was ¥418,301,988.82, a 39.90% increase compared to ¥298,996,515.47 in the same period last year[109]. - The company’s total cash inflow from financing activities was ¥2,451,165,735.41, a 39.05% increase year-on-year, while cash outflow from financing activities rose by 42.02% to ¥2,070,625,349.84[100]. Employee and Training Development - The total number of employees at the end of the reporting period is 9,027, with 4,933 in the parent company and 4,094 in major subsidiaries[197]. - The company has established a comprehensive training system focusing on management leadership, professional technical skills, and general employee capabilities[200]. - The training program emphasizes practical, applicable, and effective training to enhance governance, management iteration, organizational development, and personnel capability improvement[200]. - The company has implemented an online learning platform to provide employees with continuous access to training resources[200]. Strategic Growth and Future Outlook - The company plans to expand its market presence and enhance product offerings as part of its growth strategy, although specific figures were not disclosed[142][143]. - The company is exploring potential mergers and acquisitions to accelerate growth and market expansion, although no specific targets were mentioned[142][143]. - The company aims to achieve stable investment returns and industry synergy through capital investments in high-quality peers and upstream/downstream industry chains[134]. - The company is committed to maintaining transparency with investors through regular updates and communication channels[142][143].

Financial Performance - The company's revenue for Q1 2025 reached CNY 2,585,114,300.36, representing a year-on-year increase of 30.44%[7] - Net profit attributable to shareholders was CNY 169,395,756.59, a significant growth of 75.41% compared to the same period last year[7] - The net profit after deducting non-recurring gains and losses was CNY 161,749,040.30, reflecting a 96.16% increase year-on-year[7] - Total operating revenue for the current period reached ¥2,585,114,300.36, an increase from ¥1,981,896,074.22 in the previous period, representing a growth of approximately 30.5%[30] - Net profit for the current period was ¥181,569,405.55, compared to ¥84,397,517.44 in the previous period, reflecting an increase of approximately 114.5%[31] - The total comprehensive income for the period attributable to the parent company was CNY 164,153,690.54, compared to CNY 112,858,660.60 in the previous period, reflecting an increase of approximately 45.5%[32] - Basic and diluted earnings per share for the current period were both CNY 0.1831, up from CNY 0.1036 in the previous period, representing a growth of 76.8%[32] Cash Flow and Liquidity - The net cash flow from operating activities improved by 145.69%, amounting to CNY 67,922,614.37, due to increased sales orders and effective cash flow management[14] - Cash inflows from operating activities totaled CNY 2,505,451,732.23, compared to CNY 1,864,296,273.37 in the previous period, indicating an increase of 34.4%[35] - The net cash flow from operating activities was CNY 67,922,614.37, a significant recovery from a net outflow of CNY -148,665,457.78 in the previous period[35] - Cash and cash equivalents at the end of the period amounted to CNY 1,149,321,947.28, up from CNY 901,796,982.93 at the end of the previous period, marking an increase of 27.5%[36] - The company received CNY 642,745,490.68 in cash from borrowings, which is an increase from CNY 432,122,654.37 in the previous period, reflecting a growth of 48.6%[36] - The net cash flow from financing activities was CNY 167,698,513.91, compared to CNY 141,497,919.41 in the previous period, showing an increase of 18.5%[36] - The company recorded a total cash inflow from investment activities of CNY 112,270,928.70, compared to CNY 1,729,888.91 in the previous period, showing a substantial increase[35] - The company experienced a foreign exchange impact on cash and cash equivalents of CNY 3,711,460.37, compared to a negative impact of CNY -8,266,033.61 in the previous period, indicating a positive turnaround[36] Assets and Liabilities - The total assets at the end of Q1 2025 were CNY 12,042,265,635.65, a slight increase of 0.60% from the end of the previous year[7] - The company's total assets increased to ¥12,042,265,635.65 from ¥11,970,554,542.52, showing a growth of about 0.6%[29] - Total liabilities decreased to ¥6,463,611,311.06 from ¥6,578,127,744.18, a reduction of approximately 1.7%[29] - The company's equity attributable to shareholders rose to ¥4,854,963,018.85 from ¥4,682,172,150.80, marking an increase of about 3.7%[29] Research and Development - The company has increased its investment in R&D, with expenses rising by 33.26% to CNY 151,903,626.11, reflecting its commitment to innovation[18] - Research and development expenses for the current period were ¥151,903,626.11, compared to ¥113,986,944.81 in the previous period, representing a growth of approximately 33.2%[30] Shareholder Information - Total number of common shareholders at the end of the reporting period is 145,780[22] - Liu Jianwei holds 16.05% of shares, with 148,475,000 shares pledged[22] - The company plans to repurchase and cancel 112,000 restricted shares at a price of 7.6593 CNY per share[24] - After the repurchase, the registered capital will decrease from 925,192,285 CNY to 925,080,285 CNY[24] - The company has not disclosed any related party relationships among the top 10 shareholders[23] - The total number of preferred shareholders is not applicable for this reporting period[24] Operational Efficiency - The gross profit margin increased by 2.69% year-on-year, driven by cost reduction and efficiency improvement measures[12] - The controller business segment generated revenue of CNY 2,493,000,000, marking a 27.06% increase year-on-year[12] - Total operating costs amounted to ¥2,379,625,513.84, up from ¥1,912,861,524.92, indicating a rise of about 24.4%[30] - The company reported a financial expense of -¥17,255,341.51, a significant improvement from ¥20,485,837.51 in the previous period[31] Borrowings and Financing - Long-term borrowings increased by 71.57% to CNY 935,778,906.67, attributed to the optimization of the financing structure and additional project loans[16] - The company's long-term borrowings increased to ¥935,778,906.67 from ¥545,416,506.87, indicating a rise of approximately 71.5%[28] - Deferred income tax liabilities slightly increased to ¥80,232,523.57 from ¥79,795,271.00, reflecting a marginal growth of about 0.5%[28]

Group 1 - The core stock price of Heertai (002402) closed at 18.92 yuan on April 18, 2025, with an increase of 2.83% and a turnover rate of 6.43% [1] - The trading volume was 515,600 hands, with a transaction amount of 978 million yuan [1] - The net inflow of main funds was 34.01 million yuan, accounting for 3.48% of the transaction amount, with large orders contributing 19.29 million yuan [1] Group 2 - For the third quarter of 2024, Heertai reported total operating revenue of 7.04 billion yuan, a year-on-year increase of 28.30%, and a net profit attributable to shareholders of 355 million yuan, up 6.29% [1] - The company's current ratio is 1.292, quick ratio is 0.870, and debt-to-asset ratio is 54.10% [1] - Heertai was established in 2000 and is primarily engaged in the manufacturing of computers, communications, and other electronic devices, with a registered capital of 9.25 billion yuan [1] Group 3 - Heertai has made investments in 47 companies and participated in 11 bidding projects [2] - The company holds 92 trademark registrations and 1,452 patent registrations, along with 54 administrative licenses [2]

长江商报消息 ●长江商报记者 江楚雅 国产智能控制器龙头企业和而泰（002402.SZ）业绩保持增长态势。 4月8日晚间，和而泰发布业绩预告，预计2025年一季度净利润1.55亿—1.83亿元，同比增长60%— 90%。报告期内，公司新项目、新客户订单持续增加，营业收入规模持续扩大，市场份额进一步提升。 和而泰深耕智能控制器行业二十余年，已成为国内该领域的领军企业。近年来，公司紧跟市场趋势，不 断优化产业布局，积极拓展新兴领域。目前，公司业务已涵盖家用电器、电动工具、汽车电子、智能化 产品、储能等多个领域，形成了多元化的产业集群。 和而泰坚持创新驱动发展战略。2020年—2024年前三季度，公司研发费用分别为2.37亿元、2.86亿元、 3.22亿元、5.05亿元、4.04亿元，近五年累计达17.54亿元。 据财报显示，从2012年至2024年，公司营业收入从5.62亿元增长至96.59亿元，累计增长超16倍；净利润 从0.26亿元增长至3.64亿元，累计增长超13倍。 2025年一季度，和而泰继续保持良好发展势头。 业绩预告显示，一季度，公司预计实现归属于上市公司股东的净利润1.55亿—1.83亿元，比上年 ...

Financial Performance - The company expects a net profit attributable to shareholders of between 154.52 million and 183.49 million CNY, representing a year-on-year growth of 60% to 90%[3] - The net profit after deducting non-recurring gains and losses is projected to be between 148.43 million and 173.16 million CNY, indicating a year-on-year increase of 80% to 110%[3] - Basic earnings per share are estimated to be between 0.1670 CNY and 0.1983 CNY, compared to 0.1036 CNY in the same period last year[3] Operational Efficiency - Operational efficiency has improved through cost reduction and efficiency enhancement measures, resulting in effective control of overall expense ratios[7] - The company has implemented comprehensive budget management and supply chain resource optimization to enhance operational efficiency[7] Market Strategy - The company has focused on high-value customers and strengthened market expansion, leading to an increase in new projects and customer orders[5] - The overall gross margin has significantly improved due to the optimization of customer and product structures, alongside increased production scale and capacity utilization[7] Information Disclosure - The financial data presented is preliminary and subject to final confirmation in the 2025 Q1 report[8] - The company emphasizes the importance of timely information disclosure to mitigate investment risks[8] - The board of directors assures the accuracy and completeness of the disclosed information, with no significant omissions or misleading statements[2]

Financial Performance - The company achieved total operating revenue of RMB 965,939.07 million, representing a year-on-year increase of 28.66%[4] - The net profit attributable to shareholders of the listed company was RMB 36,430.00 million, up 9.92% compared to the previous year[4] - The net profit after deducting non-recurring gains and losses was RMB 34,208.36 million, reflecting a growth of 16.02% year-on-year[4] - The basic earnings per share increased to RMB 0.3915, a rise of 9.91% from the previous year[4] - Total assets at the end of the reporting period reached RMB 1,197,057.85 million, marking a 20.13% increase from the beginning of the period[4] - The weighted average return on net assets increased to 7.94%, up 1.24 percentage points from the previous year[4] Strategic Focus - The company plans to reshape its strategic focus on three main sectors: home appliances, industrial, and automotive, enhancing its application in intelligent business areas[6] - The company aims to improve operational efficiency and value creation capabilities through technological innovation and optimization of product structure[6] - The company continues to strengthen its market expansion and product coverage, contributing to the overall revenue growth[6] Challenges - The company faced temporary losses from its subsidiary due to industry demand delays, impacting net profit growth[6]

证券代码：002402 证券简称：和而泰 公告编号：2025-015 深圳和而泰智能控制股份有限公司 鉴于上述变动，公司对《公司章程》中部分条款进行修订，并就修订后的《公司章 程》办理工商备案登记。上述事项具体内容详见公司在指定信息披露网站巨潮资讯网 （www.cninfo.com.cn）披露的相关公告。 公司于近日在深圳市市场监督管理局完成了上述事项所涉及的工商变更登记，领取 了《登记通知书》，具体变更登记事项如下： | 变更（备案）类别 | 变更前 | 变更后 | | --- | --- | --- | | 投资人（包括出资额、 出资方式、出资日期、 | 限售流通股：12381.1037（万元） | 限售流通股：12369.9037（万元） | | 投资人名称等） | 无限售流通股：80138.1248（万元） | 无限售流通股：80138.1248（万元） | | 注册资本（万元） | 92519.2285人民币 | 92508.0285人民币 | | 章程或章程修正案通过 日期 | 2024-09-09 | 2025-01-20 | 特此公告。 深圳和而泰智能控制股份有限公司 董 事 会 二〇二五年四 ...

登录新浪财经APP 搜索【信披】查看更多考评等级 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗 漏。 ■ 注：相关数据合计数与各分项数值之和不等系由四舍五入造成。 此次股份质押的延期购回，不涉及新增融资，为公司控股股东、实际控制人刘建伟先生根据自身资金安 排进行的融资期限延长。 三、股东股份累计质押的情况 深圳和而泰智能控制股份有限公司（以下简称"公司"）近日收到实际控制人刘建伟先生的通知，获悉刘 建伟先生所持有的公司部分股份办理了解除质押及质押延期的业务，具体事项公告如下： 一、本次股份解除质押情况 ■ 二、本次股份质押延期情况 截至公告披露日，刘建伟先生所持质押股份情况如下： ■ （3）刘建伟先生不存在非经营性资金占用、违规担保等侵害本公司利益的情形。其最近一年又一期与 公司不存在资金往来、关联交易、担保等重大利益往来情况，不存在侵害公司利益的情形。 （4）刘建伟先生股份质押事项对公司生产经营、公司治理等不会产生影响，不涉及业绩补偿义务。 （5）刘建伟先生资信情况良好，具备相应的偿还能力，其质押的股份目前不存在平仓风险，质押风险 在可控范围内，上述质押行为不会 ...

证券代码：002402 证券简称：和而泰 公告编号：2025-014 深圳和而泰智能控制股份有限公司 关于实际控制人部分股份解除质押及质押延期的公告 截至公告披露日，刘建伟先生所持质押股份情况如下： 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 深圳和而泰智能控制股份有限公司（以下简称"公司"）近日收到实际控制 人刘建伟先生的通知，获悉刘建伟先生所持有的公司部分股份办理了解除质押及 质押延期的业务，具体事项公告如下： | 股东 | 是 否 为 控 股 股 东 或 第 一 大 股 | 本次解除 质押股份 | 占其所 持股份 | 占公司 总股本 | 起始日 | | 解除日期 | | 质权人 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 名称 | 东 及 其 一 | 数量(股) | 比例 | 比例 | | | | | | | | 致行动人 | | （%） | （%） | | | | | | | 刘建伟 | 是 | 4,999,700 | 3.3674 | 0.5405 | 202 ...