北京市嘉源律师事务所 关于深南电路股份有限公司 2024 年第二次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致：深南电路股份有限公司 北京市嘉源律师事务所 关于深南电路股份有限公司 2024 年第二次临时股东大会的 法律意见书 嘉源(2024)-04-826 北京市嘉源律师事务所（以下简称"本所"）接受深南电路股份有限公司（以 下简称"公司"）的委托，根据《中华人民共和国公司法》（以下简称"《公司 法》"）《上市公司股东大会规则》（以下简称"《股东大会规则》"）等现行 有效的法律、行政法规、部门规章、规范性文件（以下简称"法律法规"）以及 《深南电路股份有限公司章程》（以下简称"《公司章程》"）的有关规定，指 派本所律师对公司2024年第二次临时股东大会（以下简称"本次股东大会"）进 行见证，并依法出具本法律意见书。 为出具本法律意见书，本所指派律师现场见证了本次股东大会，查阅了公司 提供的与本次股东大会有关的文件和资料，并进 ...

Group 1: Company Overview - The company focuses on the electronic interconnection field, with three main businesses: printed circuit boards (PCBs), electronic assembly, and packaging substrates, forming a unique "3-In-One" business layout [1] - The company provides comprehensive manufacturing capabilities from samples to small and large batch production, offering one-stop solutions through design, manufacturing, assembly, micro-assembly, and testing services [1] Group 2: Financial Performance - In the first three quarters of 2024, the company achieved a total revenue of CNY 13.049 billion, a year-on-year increase of 37.92%, and a net profit attributable to shareholders of CNY 1.488 billion, up 63.86% [1] - For Q3 2024, the company reported revenue of CNY 4.728 billion, a year-on-year increase of 37.95%, and a net profit of CNY 5.01 billion, reflecting a 15.33% growth [2] Group 3: Business Growth Drivers - The growth is attributed to the company's ability to seize structural opportunities in the industry, with a significant increase in orders and revenue across all three main businesses, driven by advancements in AI, the trend of automotive electrification/intelligence, and a recovery in server demand [2] - The company’s PCB business is expanding in key areas such as data centers and automotive electronics, while maintaining a strong presence in industrial control and medical sectors [2] Group 4: Production Capacity and Expansion - The company has factories in Shenzhen, Wuxi, Nantong, and plans for a project in Thailand with a total investment of CNY 1.274 billion, aimed at expanding overseas market presence [3] - The Nantong base has land reserves for new factory construction, with ongoing infrastructure development for a project that will cover HDI capabilities [3] Group 5: Market Positioning and Strategy - The electronic assembly business is positioned as a downstream segment of PCB manufacturing, focusing on communication, data centers, medical, and automotive electronics [4] - The company aims to enhance customer loyalty by providing continuous value-added services through a one-stop solution platform, leveraging its technological advantages in electronic interconnection products [4]

Investment Rating - The investment rating for the company is "Outperform the Market" [1] Core Views - The company has shown rapid growth in performance, with a revenue of 13.049 billion yuan for the first three quarters, representing a year-on-year increase of 37.92%. The net profit attributable to shareholders reached 1.488 billion yuan, up 63.86% year-on-year [4] - The demand for data communication and automotive sectors is strong, contributing to the growth in PCB business, while the packaging substrate demand has slowed down [5] - The company is expected to achieve revenues of 17.894 billion yuan, 21.111 billion yuan, and 24.438 billion yuan for the years 2024, 2025, and 2026 respectively, with corresponding net profits of 2.046 billion yuan, 2.527 billion yuan, and 2.981 billion yuan [6] Summary by Sections Financial Performance - For Q3 2024, the company reported revenue of 4.728 billion yuan, a year-on-year increase of 37.95% and a quarter-on-quarter increase of 8.45%. The net profit attributable to shareholders was 501 million yuan, up 15.33% year-on-year but down 17.60% quarter-on-quarter [4] - The gross margin for Q3 was 25.40%, an increase of 1.96 percentage points year-on-year, while the net profit margin was 10.59%, a decrease of 2.08 percentage points year-on-year [4] Business Segments - The PCB business has seen growth due to increased demand from general servers and domestic automotive electronics, while the communication sector has not shown significant improvement [5] - The packaging substrate market has experienced a slowdown, with the company adjusting its product structure accordingly [5] Earnings Forecast - The projected earnings per share (EPS) for 2024, 2025, and 2026 are 3.99 yuan, 4.93 yuan, and 5.81 yuan respectively, with a price-to-earnings (PE) ratio forecasted to be between 25-30 times for 2025 [6][7] - The company is expected to maintain a gross margin of around 25.7% to 26.3% over the forecast period [10]

Financial Performance - In Q3 2024, the company's revenue reached 47.28 billion RMB, representing a quarter-on-quarter growth of 8.45% due to increased project settlements in the electronic assembly business [1] - The overall gross margin slightly decreased, influenced by the growth in electronic assembly business which typically has a lower margin compared to the company's average [1] - The new factory in Guangzhou for packaging substrates is ramping up production, but rising raw material prices have negatively impacted the gross margin [1] PCB Business Development - The PCB business focuses on communication equipment, with key expansions in data centers (including servers) and automotive electronics [1][2] - In Q3 2024, PCB revenue in the data center and automotive electronics sectors increased compared to Q2, while revenue from the communication sector saw a decline due to stagnant demand for wireless communication base station products [1][2] Market Trends and Strategies - The data center sector is a key focus for the PCB business, with significant growth driven by AI server demand and upgrades in general server platforms [2] - The company is actively involved in the development of next-generation platform products in collaboration with downstream clients [2] - The automotive electronics market is evolving, with higher design requirements for PCB in new energy and ADAS fields, leveraging the company's existing technology advantages [2] Production Capacity and Expansion - The company has factories in Shenzhen, Wuxi, Nantong, and plans for a new facility in Thailand with a total investment of 12.74 billion RMB [2][3] - There is potential for further capacity expansion through technological upgrades in existing factories and new construction in Nantong [2][3] - The Wuxi second-phase factory has achieved monthly breakeven since its launch in September 2022, while the Guangzhou packaging substrate project is in the early stages of ramping up production [3] Technology and Product Development - The company has made progress in FC-BGA technology, achieving mass production capabilities for products with up to 16 layers and ongoing certification for 20-layer products [3] - The electronic assembly business is positioned as a downstream segment of PCB manufacturing, focusing on providing integrated solutions for communication, data centers, medical, and automotive electronics [3] Compliance and Disclosure - The company adhered to information disclosure regulations during the investor relations activity, ensuring no significant undisclosed information was leaked [3]

Financial Performance - In the first three quarters of 2024, the company achieved a total revenue of 13.049 billion RMB, representing a year-on-year growth of 37.92% [1] - The net profit attributable to shareholders reached 1.488 billion RMB, with a significant increase of 86.67% [1] - For Q3 2024, the company reported a revenue of 4.728 billion RMB, showing a year-on-year growth of 37.95% [2] - The net profit for Q3 2024 was 501 million RMB, reflecting a year-on-year increase of 51.53% [1] Business Growth Drivers - The growth in revenue and profit is attributed to the company's ability to seize structural opportunities in the industry and enhance market expansion efforts [1] - The increase in orders and revenue across three main business segments was noted, driven by the acceleration of AI applications and the ongoing trends in automotive electrification and intelligence [1] Segment Performance - The PCB business saw revenue growth in data centers and automotive electronics, while the communication sector experienced a decline in revenue share due to stagnant demand [2] - The company is focusing on the data center sector, with significant growth in orders driven by AI server demand and upgrades in general server platforms [2] Production Capacity and Expansion - The company is investing 1.274 billion RMB in a factory in Thailand to expand its overseas market presence [2] - There is potential for further capacity expansion through technological upgrades in existing PCB factories and new construction in Nantong [2][3] Operational Metrics - The PCB factory's operating rate remained stable at a high level, while the packaging substrate factory's rate slightly declined due to fluctuations in downstream demand [3] - The company has achieved breakeven for its second-phase factory in Wuxi and is progressing with capacity ramp-up for the Guangzhou packaging substrate project [3] Technology Development - The company has developed mass production capabilities for FC-BGA substrates with up to 16 layers and is advancing the certification process for 20-layer products [3]

Group 1: Company Overview - The company focuses on the electronic interconnection field, with three main businesses: printed circuit boards (PCBs), electronic assembly, and packaging substrates, forming a unique "3-In-One" business layout [1] - The company provides comprehensive manufacturing capabilities from sample to small batch to large batch, offering a full value chain service including design, manufacturing, assembly, micro-assembly, and testing [1] Group 2: Financial Performance - In Q3 2024, the company's operating revenue reached 4.728 billion RMB, representing a quarter-on-quarter growth of 8.45%, primarily due to increased project settlements in the electronic assembly business [2] - The overall gross margin slightly decreased due to the lower gross margin of the electronic assembly business and the impact of rising raw material prices [2] Group 3: Business Expansion and Market Demand - The PCB business is primarily focused on communication equipment, with key layouts in data centers (including servers) and automotive electronics, showing revenue growth in these areas in Q3 2024 [2] - The company has plans for further expansion in Thailand with a total investment of 1.274 billion RMB, currently progressing with basic engineering construction [3] Group 4: Production Capacity and Technology Development - The company maintains high operating rates for its PCB factories, while the packaging substrate factory's operating rate has slightly decreased due to fluctuations in downstream demand [3] - The company has achieved mass production capabilities for FC-BGA packaging substrates with up to 16 layers, and is progressing with certification for 20-layer products [3] Group 5: Strategic Positioning - The electronic assembly business is positioned as a downstream segment of PCB manufacturing, focusing on communication, data centers, medical, and automotive electronics [3] - The company aims to enhance customer stickiness by providing value-added services through a one-stop solution platform, leveraging its technological advantages in electronic interconnection products [3]

编号：2024-64 证券代码：002916 证券简称：深南电路 深南电路股份有限公司投资者关系活动记录表 | --- | --- | --- | --- | --- | |--------------------------------|---------------------------------------------------------------------|-------|------------------|--------------------------------------------------------------------------------------------------------------------------------| | 投资者关系 活动类别 | √特定对象调研 □分析师会议 \n□媒体采访 □业绩说明会 \n□路演活动 □其他 | | \n \n（ | □现场参观 \n□新闻发布会 \n） | | 活动参与人 员（排名不 分先后） | 景顺长城基金、中泰证券 | | | | | 上市公司 接待人员 | 战略发展部总监、证券事务代表：谢丹 | ...

Investment Rating - The investment rating for the company is "Buy" [1] Core Views - The company reported a revenue of 130.49 billion yuan for the first three quarters of 2024, representing a year-on-year increase of 37.92%, with a net profit attributable to shareholders of 14.88 billion yuan, up 63.86% year-on-year [4][5] - The gross margin for the first three quarters was 25.91%, an increase of 2.79 percentage points year-on-year, while the net margin was 11.40%, up 1.80 percentage points year-on-year [4] - The third quarter revenue was 47.28 billion yuan, a year-on-year increase of 37.95% and a quarter-on-quarter increase of 8.45% [4] - The company is experiencing strong revenue growth driven by its PCB, packaging substrate, and electronic assembly businesses, with respective year-on-year growth rates of 25.1%, 94.3%, and 42.4% in the first half of 2024 [4] Financial Summary - The company’s total revenue for 2022 was 139.92 billion yuan, which decreased to 135.26 billion yuan in 2023, with projections of 172.72 billion yuan for 2024, 203.93 billion yuan for 2025, and 233.61 billion yuan for 2026 [6] - The net profit attributable to shareholders was 16.40 billion yuan in 2022, dropping to 13.98 billion yuan in 2023, with forecasts of 20.54 billion yuan for 2024, 24.77 billion yuan for 2025, and 30.50 billion yuan for 2026 [6] - The earnings per share (EPS) were 3.20 yuan in 2022, 2.73 yuan in 2023, and are expected to rise to 4.00 yuan in 2024, 4.83 yuan in 2025, and 5.95 yuan in 2026 [6] - The price-to-earnings (P/E) ratio is projected to be 26.52 for 2024, 21.99 for 2025, and 17.86 for 2026 [5][6]

Investment Rating - The report maintains a "Recommended" rating for the company [1]. Core Views - The company reported a revenue of 13.049 billion yuan for the first three quarters of 2024, representing a year-on-year growth of 37.92%. The net profit attributable to shareholders reached 1.488 billion yuan, up 63.86% year-on-year, while the net profit after deducting non-recurring gains and losses was 1.376 billion yuan, reflecting an 86.67% increase year-on-year [1]. - In Q3, the company achieved a record quarterly revenue of 4.728 billion yuan, marking a 37.95% year-on-year increase and an 8.45% quarter-on-quarter growth. The gross profit margin was 25.40%, an increase of 1.97 percentage points year-on-year but a decrease of 1.71 percentage points quarter-on-quarter [1]. - The PCB business maintained a high operating rate, with revenue primarily coming from the communication, data center, automotive electronics, and industrial control medical sectors. The demand for server PCBs is driven by upgrades in general server platforms and increased AI investments [1]. Financial Summary - The company is expected to achieve revenues of 18.082 billion yuan, 21.922 billion yuan, and 26.599 billion yuan for 2024, 2025, and 2026, respectively, with year-on-year growth rates of 34%, 21%, and 21%. The net profit attributable to shareholders is projected to be 2.032 billion yuan, 2.384 billion yuan, and 2.811 billion yuan for the same years, with corresponding growth rates of 45%, 17%, and 18% [1]. - The earnings per share (EPS) are forecasted to be 3.96 yuan, 4.65 yuan, and 5.48 yuan for 2024, 2025, and 2026, respectively, with current price-to-earnings (PE) ratios of 26, 23, and 19 times [1][5].

Investment Rating - The investment rating for the company is "Buy" [1][2] Core Views - The company has achieved significant growth in the first three quarters of 2024, with revenue reaching RMB 13.049 billion, a year-on-year increase of 37.92%, and a net profit attributable to shareholders of RMB 1.488 billion, up 63.86% year-on-year [2] - The company's PCB business is capitalizing on structural opportunities, while the packaging substrate segment is accelerating the introduction of high-end products [2] - The report maintains a positive outlook on the company's performance, supported by product structure optimization and operational efficiency improvements [2] Financial Performance Summary - For the first three quarters of 2024, the company reported a gross margin of 25.91%, an increase of 2.79 percentage points year-on-year, and a net profit margin of 11.40%, up 1.80 percentage points year-on-year [2] - In Q3 2024, the company achieved revenue of RMB 4.728 billion, a year-on-year increase of 37.95% and a quarter-on-quarter increase of 8.45% [2] - The company’s EPS for 2024 is projected to be RMB 4.04, with corresponding P/E ratios of 26.0 for 2024, 22.3 for 2025, and 19.4 for 2026 [2][3] Market Position and Strategy - The company is focusing on optimizing its PCB structure driven by AI and is expected to benefit from the recovery in the BT substrate market [2] - The new factory in Guangzhou has enhanced the company's production capabilities, allowing for mass production of products with 16 layers and above [2] - The company is advancing its "3 in one" strategy to explore new markets [2]