江苏泰和律师事务所 关于 旷达科技集团股份有限公司 2024 年员工持股计划 的 法律意见书 1 | 第一部分 引 言 1 | | --- | | 一、释义 1 | | 二、声明的事项 3 | | 第二部分 正 文 4 | | 一、公司实行本持股计划的主体资格 4 | | 二、本持股计划的主要内容 4 | | 三、本持股计划的法定程序 7 | | 四、本持股计划涉及的信息披露义务 9 | | 五、结论意见 10 | 法律意见书 江苏泰和律师事务所 关于旷达科技集团股份有限公司 2024 年员工持股计划 的 法律意见书 致：旷达科技集团股份有限公司 江苏泰和律师事务所接受旷达科技集团股份有限公司的委托，作为其实行 2024 年员工持股计划的专项法律顾问，根据《中华人民共和国公司法》《中华人 民共和国证券法》《关于上市公司实施员工持股计划试点的指导意见》等法律、 法规、规范性文件和《旷达科技集团股份有限公司章程》，按照律师行业公认的 业务标准、道德规范和勤勉尽责精神出具本法律意见书。 法律意见书 第一部分 引 言 一、释义 | 公司/旷达科技 | 指 | 旷达科技集团股份有限公司 | | --- | --- | ...

旷达科技集团股份有限公司 2024 年限制性股票激励计划激励对象名单 旷达科技集团股份有限公司 2024 年限制性股票激励计划（以下简称"本激 励计划"）激励对象名单及各激励对象间的分配情况如下表所示： | | | | | 占本激励计 | 占本激励计划 | | --- | --- | --- | --- | --- | --- | | 序号 | 姓名 | 职务 | 获授的限制性股 | 划涉及的限 | （草案）公告 | | | | | 票数量（万股） | 制性股票总 | 日公司股本总 | | | | | | 数的比例 | 额的比例 | | 1 | 吴凯 | 董事长 | 500.00 | 38.17% | 0.34% | | 2 | 龚旭东 | 副董事长、总裁 | 400.00 | 30.53% | 0.27% | | 3 | 陈乐乐 | 董事、财务负责人 | 160.00 | 12.21% | 0.11% | | 4 | 吴双全 | 董事、总工程师 | 80.00 | 6.11% | 0.05% | | 5 | 王守波 | 副总裁 | 80.00 | 6.11% | 0.05% | | 6 | 陈艳 | 董事会 ...

证券代码：002516 证券简称：旷达科技 公告编号：2024-020 旷达科技集团股份有限公司 独立董事关于公开征集表决权的公告 独立董事匡鹤先生保证向本公司提供的信息内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信 息一致。 特别声明： 1、本次征集表决权为依法公开征集，征集人匡鹤先生符合《证券法》第九十条、 《上市公司股东大会规则》第三十一条、《公开征集上市公司股东权利管理暂行规定》 第三条规定的征集条件； 2、截至本公告披露日，征集人匡鹤先生未直接或间接持有公司股份。 按照中国证券监督管理委员会（以下简称"中国证监会"）《上市公司股权激励管理 办法》（以下简称"《管理办法》"）的有关规定，并根据旷达科技集团股份有限公司（以 下简称"公司"）其他独立董事的委托，独立董事匡鹤先生作为征集人就公司拟于2024 年6月11日召开的2024年第一次临时股东大会中审议的2024年限制性股票激励计划（以 下简称"本次激励计划 "）相关议案向公司全体股东征集表决权。 中国证监会、深圳证券交易所以及其他政府部门未对本公告所述内容真实性、准确 性和完 ...

旷达科技集团股份有限公司2024年员工持股计划（草案）摘要 证券简称：旷达科技 证券代码：002516 旷达科技集团股份有限公司 2024年员工持股计划 （草案）摘要 二〇二四年五月 旷达科技集团股份有限公司2024年员工持股计划（草案）摘要 声 明 本公司及全体董事、监事保证本员工持股计划及其摘要内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 三、有关本员工持股计划具体的资金来源、出资金额、实施方案等属初步结果，能 否完成实施，存在不确定性。 旷达科技集团股份有限公司2024年员工持股计划（草案）摘要 风险提示 一、旷达科技集团股份有限公司（以下简称"旷达科技"、"公司"）2024年员工 持股计划（以下简称"本员工持股计划"或"持股计划"）须经公司股东大会批准后方 可实施，本员工持股计划能否获得公司股东大会批准，存在不确定性。 二、本员工持股计划设立后将由公司自行管理，但能否达到计划规模、目标存在不 确定性。 四、若员工认购资金较低时，本员工持股计划存在不成立的风险；若员工认购份额 不足，本员工持股计划存在低于预计规模的风险。 五、股票价格受公司经营业绩、宏观经济周期、国际和国内政治经济形势 ...

旷达科技集团股份有限公司2024年员工持股计划（草案） 旷达科技集团股份有限公司 旷达科技集团股份有限公司2024年员工持股计划（草案） 声 明 本公司及全体董事、监事保证本员工持股计划及其摘要内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 证券简称：旷达科技 证券代码：002516 2024年员工持股计划 （草案） 二〇二四年五月 五、股票价格受公司经营业绩、宏观经济周期、国际和国内政治经济形势及投资者 心理等多种复杂因素影响，因此，股票交易是有一定风险的投资活动，投资者对此应有 充分准备。 六、本员工持股计划中有关公司业绩考核指标的描述不代表公司的业绩预测，亦不 构成业绩承诺。 七、敬请广大投资者谨慎决策，注意投资风险。 3 旷达科技集团股份有限公司2024年员工持股计划（草案） 旷达科技集团股份有限公司2024年员工持股计划（草案） 风险提示 一、旷达科技集团股份有限公司（以下简称"旷达科技"、"公司"）2024年员工 持股计划（以下简称"本员工持股计划"或"持股计划"）须经公司股东大会批准后方 可实施，本员工持股计划能否获得公司股东大会批准，存在不确定性。 二、本员工持股计划设立后将由 ...

Financial Performance - The company's operating revenue for Q1 2024 was ¥433,493,032.38, representing a 37.83% increase compared to ¥314,514,365.29 in the same period last year[5] - Net profit attributable to shareholders decreased by 7.63% to ¥30,610,728.10 from ¥33,138,414.12 year-on-year[5] - The company's revenue increased by 37.83% year-on-year, while the net profit attributable to shareholders decreased by 7.63% due to reduced power generation from solar power plants and lower average electricity prices from market transactions[15] - Net profit for Q1 2024 was ¥6,560,032.08, a decrease of 78.3% from ¥30,200,169.62 in the previous year[21] - The total comprehensive income for the quarter was ¥28,314,257.43, down from ¥33,484,501.58, reflecting a decrease of 15.4% year-over-year[22] Cash Flow - The net cash flow from operating activities fell by 53.95% to ¥19,524,993.22, down from ¥42,397,581.36 in the previous year[5] - Cash flow from operating activities was ¥296,177,730.42, slightly up from ¥291,221,591.33, showing a year-over-year increase of 1.3%[23] - The net cash flow from operating activities for Q1 2024 was ¥19,524,993.22, a decrease from ¥42,397,581.36 in Q1 2023[24] - The net cash flow from investing activities was -¥65,923,877.99, compared to -¥117,980,762.44 in the same period last year[24] - The net cash flow from financing activities was -¥158,595.00, a decrease from -¥16,313,702.50 in Q1 2023[24] Assets and Liabilities - Total assets at the end of the reporting period were ¥4,359,148,624.07, a decrease of 1.41% from ¥4,421,493,241.12 at the end of the previous year[5] - The company's total liabilities decreased to ¥685,682,355.53 from ¥777,231,592.80, reflecting a reduction of approximately 11.8%[21] - The total current assets were CNY 2,299,105,484.58, slightly down from CNY 2,338,391,533.50 at the beginning of the period[18] - The total non-current assets were CNY 2,060,043,139.49, down from CNY 2,083,101,707.62 at the beginning of the period[18] Shareholder Information - As of the end of the reporting period, the total number of common stock shareholders was 42,538, with the top 10 shareholders holding 52.37% of the total shares[14] - The largest shareholder, Shen Jialiang, holds 46.63% of the shares, with 215,300,000 shares pledged[14] - The company repurchased shares totaling 24,776,500 shares, representing 1.68% of the total share capital[14] Operating Costs and Expenses - The company reported a 42.01% increase in operating costs, amounting to ¥33,443,840.84, due to an increase in orders for decorative parts[9] - Total operating costs amounted to ¥388,916,199.41, up 36.3% from ¥285,460,031.08 year-over-year, with operating costs specifically rising from ¥235,499,294.85 to ¥334,438,408.84[20] - The financial expenses surged by 232.30% to ¥75,830.00, primarily due to increased leasing interest expenses[9] - Research and development expenses for the quarter were ¥13,010,735.97, a marginal increase from ¥12,809,899.76, reflecting a focus on innovation[21] Earnings Per Share - The company’s basic earnings per share decreased by 7.56% to ¥0.0208 from ¥0.0225 in the same period last year[5] - The company reported a basic earnings per share of ¥0.0208, down from ¥0.0225 in the previous year, indicating a decline of 7.6%[22] Other Income and Comprehensive Income - The company experienced a 270.97% increase in other income, totaling ¥236,050.00, attributed to VAT rebates from advanced manufacturing policies[9] - Other comprehensive income after tax was reported at -¥1,885,912.19, compared to ¥1,417,388.87 in the same period last year, showing a significant negative shift[22] - The ending balance of cash and cash equivalents was ¥238,776,621.60, down from ¥462,898,997.04 at the end of Q1 2023[24] Audit Information - The company did not undergo an audit for the Q1 2024 report[25]

证券代码：002516 证券简称：旷达科技 公告编号：2024-016 旷达科技集团股份有限公司 2023年年度权益分派实施公告 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。 特别提示： 1、根据《深圳证券交易所上市公司自律监管指引第9号——回购股份》等相关规 定，旷达科技集团股份有限公司（以下简称"公司"或"本公司"）回购证券账户中已 回购股份不享有利润分配的权利。因此，本次权益分派以公司股权登记日总股本 1,470,838,682股扣除回购专用证券账户上已回购股份24,776,500股后的股本 1,446,062,182股为分配基数，按照分配比例不变的原则，实际现金分红总额为 144,606,218.20元。 2、按公司除权前总股本（含回购股份）计算的每10股派息（含税）=本次现金分红 的总金额/除权前总股本*10=144,606,218.20/1,470,838,682*10=0.983154元。 一、股东大会审议通过的权益分派方案情况 1、公司2023年度股东大会审议通过的 2023年度利润分配方案为：以实施2023年 度权益分派方案时股权登记日扣除 ...

Financial Performance - The company's operating revenue for 2023 was approximately ¥1.80 billion, an increase of 1.09% compared to ¥1.78 billion in 2022[23]. - The net profit attributable to shareholders decreased by 4.26% to approximately ¥191.20 million in 2023 from ¥199.72 million in 2022[23]. - The net cash flow from operating activities dropped significantly by 48.76% to approximately ¥216.73 million in 2023, compared to ¥422.94 million in 2022[23]. - The basic earnings per share for 2023 was ¥0.1300, a decrease of 4.27% from ¥0.1358 in 2022[23]. - Total assets at the end of 2023 were approximately ¥4.42 billion, reflecting a slight increase of 0.37% from ¥4.41 billion at the end of 2022[23]. - The company reported a decrease in net assets attributable to shareholders by 2.20%, totaling approximately ¥3.64 billion at the end of 2023[23]. - The company achieved operating revenue of CNY 1,803.46 million in 2023, a year-on-year increase of 1.09%[48]. - The net profit attributable to shareholders was CNY 191.20 million, a decrease of 4.26% compared to the previous year[48]. - The automotive interior business generated revenue of CNY 1,593.27 million, up 1.27% year-on-year, while net profit decreased by 10.86% to CNY 108.35 million[48]. - The photovoltaic power generation business reported revenue of CNY 210.19 million, a slight decline of 0.27% year-on-year, with a net profit of CNY 82.86 million, an increase of 6%[48]. Dividends and Shareholder Returns - The company reported a cash dividend of 1.00 RMB per 10 shares (including tax) for all shareholders, with no bonus shares issued[6]. - The total cash dividend distributed amounted to CNY 144,606,218.20, representing 100% of the profit distribution total[131]. - The company plans to distribute a cash dividend of CNY 1.00 per 10 shares (including tax) without issuing bonus shares or increasing capital from the capital reserve[132]. - The company's available profit for distribution at the end of 2023 was CNY 155,914,774.68[132]. - The company has maintained its cash dividend policy in accordance with relevant regulations and its articles of association[131]. - The company has committed to distributing cash dividends of no less than 10% of the annual distributable profits, with a cumulative distribution of at least 30% of the average annual distributable profits over any three consecutive years[154]. Business Strategy and Development - The company is focusing on expanding its business in the new energy vehicle sector, responding to consumer demands for safety, comfort, and customization[6]. - The company’s product structure for automotive interior products is being upgraded to meet environmental and sustainability requirements[6]. - The company emphasizes the importance of innovation-driven production capabilities in the automotive industry[5]. - The company is actively monitoring risks related to its future development and market conditions[6]. - The company aims to expand its product line and develop new automotive interior materials in response to market trends and customer needs[36]. - The company is focusing on sustainable development and innovation in eco-friendly interior materials for the automotive industry[36]. - The company has established itself as a benchmark manufacturer in the automotive interior components industry, with a commitment to research and development[36]. - The company plans to focus on the automotive interior materials sector, promoting intelligent production models and sustainable development strategies[95]. - The product strategy includes extending product lines to develop specialized new fibers and automotive electronic accessories, providing customized solutions for clients[96]. - The company aims to optimize its photovoltaic power generation business as part of its future development in the new energy sector[98]. Research and Development - The company has developed a new automotive cabin comfort system, currently in the trial production stage, aimed at enhancing the driving experience[76]. - The company achieved a production capacity of 2.8 million meters for antibacterial and flame-retardant interior fabrics for high-speed trains[77]. - The company has completed the development of a low-odor process for bus interior fabrics, ensuring a pollution-free production process[77]. - The company has obtained 3 utility model patents for environmentally friendly automotive interior materials, enhancing its competitive edge[77]. - The company is focusing on the research and development of high-performance composite materials for automotive interiors, with 2 utility model patents obtained[77]. - The company has established a production capacity of 500,000 meters for suede-like fabrics used in automotive interiors[77]. - The company is working on a project to improve the color fastness of polyester island yarns, with a focus on stability and quality[77]. - The company has developed a new automotive seat cover design that enhances both aesthetics and functionality, receiving a utility model patent[77]. - The company is committed to sustainable practices by integrating ocean-recycled materials into its product lines, aligning with green design principles[77]. - The company's R&D investment amounted to ¥54,746,091.17 in 2023, representing a 2.06% increase from ¥53,638,871.31 in 2022, and accounted for 3.04% of total revenue[78]. Environmental Compliance and Sustainability - The company has maintained compliance with environmental protection standards, specifically the "Textile Dyeing and Finishing Industrial Water Pollutant Discharge Standards" GB4287/2012[141]. - Kuangda's subsidiary, Changzhou Kuangda Textile Co., Ltd., holds a pollution discharge permit valid from December 25, 2020, to December 24, 2025[141]. - The total wastewater discharge for COD was 87.28 tons, with a permitted limit of 358 tons per annum, indicating compliance with discharge standards[141]. - The company reported a total nitrogen discharge of 2.79 tons against an annual limit of 21 tons, also meeting regulatory requirements[141]. - Kuangda has implemented a comprehensive emergency response plan for environmental incidents, filed with the local environmental protection bureau[144]. - The company has not introduced new pollution control facilities in 2023, and existing facilities are operating normally[143]. - The company’s waste management includes centralized collection and treatment of wastewater, ensuring compliance with environmental standards[143]. - The company invested CNY 4.73 million in environmental governance and protection in 2023[145]. - The company has been recognized as a "National Green Factory" and a "Green Supply Chain Management Enterprise" during the reporting period[149]. Corporate Governance and Management - The company has undergone significant management changes, including the appointment of new directors and the restructuring of executive roles[109]. - The company’s financial officer, Chen Lele, has been in her position since May 2017, indicating stability in financial leadership[110]. - The management team includes professionals with extensive backgrounds in finance, engineering, and operations, ensuring a diverse skill set[110]. - The company has not reported any dismissals or resignations among its senior management during the reporting period[108]. - The company is committed to maintaining transparency and effective communication with its shareholders[107]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to CNY 7.72 million[117]. - The company’s management compensation is based on economic performance and work objectives, with a structure comprising basic salary, performance pay, and special bonuses[116]. - The company has a comprehensive assessment system for determining annual salary levels for its executives[116]. - The company’s independent directors have been serving since May 2020, ensuring governance and oversight[115]. - The company’s board includes a mix of experienced professionals with backgrounds in finance, law, and management[114]. Legal and Compliance Matters - The company has not faced any major litigation or arbitration matters during the reporting period, indicating a stable legal environment[162]. - The company has no penalties or rectifications during the reporting period[164]. - The company has not reported any significant new product developments or market expansions in the current reporting period[169]. - The company has not engaged in any joint external investments during the reporting period[167]. - The company has no major contracts that have not been fulfilled during the reporting period[172]. - The company has ongoing litigation involving various parties, including a claim for 2,806 million yuan against Wang Guoguang for performance compensation[163]. - The company has successfully resolved a claim for 1,337.65 million yuan regarding unpaid interest and penalties[163]. - The company is involved in a lawsuit with Shanghai Zhuochen Industrial Co., Ltd. regarding the return of properties and payment of monthly rent of 48,000 yuan[163]. Related Party Transactions - The company reported a total of 3,558.19 million yuan in related party transactions during the reporting period, which accounted for 4,460 million yuan in total related transactions[165]. - The company has a related party transaction with Jiangsu Kuangji for procurement amounting to 1,757.27 million yuan, representing 7.25% of the total[165]. - The company has a related party transaction with Changzhou Langyue for procurement amounting to 109.25 million yuan, representing 0.18% of the total[165]. - The company has a related party transaction for leasing real estate amounting to 688.07 million yuan[165]. - The company has a related party transaction for labor services amounting to 33.77 million yuan[165]. Employee and Labor Matters - The total number of employees at the end of the reporting period is 1,872, with 1,863 from major subsidiaries and 9 from the parent company[125]. - The professional composition includes 1,353 production personnel, 69 sales personnel, 159 technical personnel, 43 financial personnel, and 248 administrative personnel[126]. - The company has implemented various compensation policies, including sales incentive plans and performance-based salary structures, to control labor costs and enhance competitiveness[127]. - The company has 205 employees with a bachelor's degree or above, 304 with a college diploma, and 1,363 with a high school education or below[126]. - The company has 112 retired employees who require financial support from the parent company and major subsidiaries[126]. Investments and Financial Position - The company has completed the second round of financing for its joint venture, Chip Investment Microelectronics, to support future capacity development[47]. - The company has not sold any significant assets or equity during the reporting period, maintaining its asset base[91]. - The company has not experienced any significant discrepancies in actual operating performance compared to previously disclosed profit forecasts[101]. - The company has no plans for bankruptcy reorganization or delisting, reflecting a stable financial position[162]. - The company has committed to actively distributing cash dividends while ensuring sufficient cash flow for normal operations and long-term development[154]. - The company has pledged a total of 21,530 million shares, accounting for 31.39% of its held shares and 14.64% of the total share capital[200]. - The controlling shareholder, Shen Jialiang, holds a total of 68,582.15 million shares, which is 46.63% of the company's total share capital[200]. Leasing and Rental Agreements - The annual rent for the office building leased by the company is 5,000,000 yuan, with a lease term from January 1, 2022, to December 31, 2024[175]. - The company has a factory lease agreement with an annual rent of 7,600,000 yuan, effective from May 16, 2022, to December 31, 2024[176]. - The company signed a contract for the rental of electric forklifts at a monthly rate of 4,500 yuan[176]. - The company has a housing rental agreement with an annual rent of 1,173,120 yuan for the year 2023[177]. - The company has multiple textile apartment rental agreements, with annual rents ranging from 14,007.67 yuan to 34,125.84 yuan[178]. Internal Control and Audit - The company has established a comprehensive internal control system, with no significant defects reported during the evaluation period[135]. - The internal control audit report received a standard unqualified opinion, confirming the effectiveness of the company's internal controls[139]. - There were no significant deficiencies identified in non-financial reporting during the internal control audit[139]. - The audit committee held 7 meetings during the reporting period, reviewing the annual financial report and approving the hiring of the auditing firm for 2023[122]. - The internal control evaluation report will be disclosed on March 20, 2024, reflecting the company's adherence to regulatory requirements[137].