北京德恒律师事务所 关于北京北摩高科摩擦材料股份有限公司 2023 年第一次临时股东大会的 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话：010-52682888 传真：010-52682999 邮编：100033 北京德恒律师事务所 关于北京北摩高科摩擦材料股份有限公司 2023 年第一次临时股东大会的法律意见 北京德恒律师事务所 关于北京北摩高科摩擦材料股份有限公司 2023 年第一次临时股东大会的 法律意见 德恒 01G20200203-08 号 致：北京北摩高科摩擦材料股份有限公司 法律意见 北京德恒律师事务所（以下简称"本所"）接受北京北摩高科摩擦材料股份 有限公司（以下简称"北摩高科"或"公司"）的委托，指派本所律师出席公司 2023 年第一次临时股东大会（以下简称"本次股东大会"），并对本次股东大 会的合法性进行见证并出具法律意见。 本所及本所经办律师根据《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》"）、《律师事务所从事证 券法律业务管理办法》、《律师事务所证券法律业务执业规则》、《上市公司股 东大会规则》等法律、法规、规范 ...

Financial Performance - The company's main business revenue for the current period is 424,157,089.84 CNY, up from 380,871,625.07 CNY in the previous period, indicating an increase of about 11.4%[11] - The net profit attributable to ordinary shareholders of the company is 8.06%, with basic earnings per share at 0.75 CNY[12] - The company recognized government subsidies amounting to 3,328,621.81 CNY during the reporting period, which are closely related to its normal business operations[12] - The total cost of main business for the current period is 150,088,959.06 CNY, compared to 129,456,880.21 CNY in the previous period, reflecting an increase of approximately 15.9%[11] - The company achieved a revenue of 623 million yuan in the first half of the year, a year-on-year decrease of 3.06%[142] - The net profit attributable to shareholders was 249 million yuan, representing a year-on-year increase of 18.22%[142] - The brake disc business revenue increased by 154.01% year-on-year, driven by rapid penetration in the civil aviation market[142] - The testing and inspection business revenue declined by 24.62% due to adjustments in downstream customer procurement plans[142] Accounts Receivable and Bad Debt - The total accounts receivable at the end of the period amounted to ¥2,332,429,438.47, with a bad debt provision of ¥259,421,307.52, indicating a provision ratio of 11.12%[69] - The top five accounts receivable accounted for 58.71% of the total accounts receivable, with the largest being ¥508,873,430.60, representing 21.82% of the total[82] - The company reported a bad debt provision increase of ¥199,867.55 during the period, bringing the total bad debt provision to ¥957,220.81[67] - The company has not reported any significant write-offs of other receivables during the current period[3] - The company reported credit impairment losses of CNY 35,931,032.97, which is 10.81% of total profit, primarily due to bad debt provisions for accounts receivable and notes receivable[182] Cash and Cash Equivalents - The company's cash and cash equivalents at the end of the period totaled ¥643,988,064.14, down from ¥714,626,059.98 at the beginning of the period, representing a decrease of approximately 9.5%[58] - The company has a total of ¥3,114,490.00 in cash that is restricted due to pledges or freezes[58] - The company maintains its cash in reputable state-owned banks and large listed banks, minimizing credit risk[73] Investments and Assets - The investment in subsidiaries remains stable at 482,000,000.00 CNY, with no impairment recognized[7] - The total amount for the current period is CNY 62,707,900, an increase from CNY 60,244,685.98 in the previous period, reflecting a growth of approximately 4.1%[150] - The total inventory at the end of the period remained unchanged at CNY 1,105,225.11, with no provisions for inventory impairment recorded during the period[99] - The company's fixed assets increased from CNY 399,655,976.72 at the beginning of the period to CNY 434,150,177.96 at the end of the period, reflecting a growth of about 8.65%[116] - The total goodwill at the end of the period remains unchanged at CNY 196,416,541.81, indicating stability in this area[160] Research and Development - The company has established partnerships with top universities to attract high-end technical talent, enhancing its R&D capabilities[144] - The company continues to focus on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[155] - Research and development expenses amounted to approximately ¥40.48 million, reflecting a decrease of 3.40% year-on-year[177] Risk Management - The company has implemented risk management policies to mitigate financial risks while maintaining competitiveness[72] - The company is actively managing its interest rate risk through a mix of fixed and floating rate financial instruments[74] Taxation and Government Grants - The company has obtained the "High-tech Enterprise Certificate" valid for 3 years, allowing a reduced corporate income tax rate of 15% for key supported high-tech enterprises[55] - Government grants related to assets are recognized by reducing the carrying amount of the related assets or recognized as deferred income, which is then amortized over the useful life of the asset[38] Financial Reporting and Compliance - There are no discrepancies between the financial reports prepared under international accounting standards and those prepared under Chinese accounting standards[137] - The board of directors guarantees the accuracy and completeness of the semi-annual report, assuming legal responsibility for any misstatements or omissions[125] - The company emphasizes the importance of risk awareness regarding forward-looking statements made in the report[126]

证券代码：002985 证券简称：北摩高科 公告编号：2023-006 北京北摩高科摩擦材料股份有限公司 关于举办 2022 年度暨 2023 年第一季度现场业绩说明会的公告 本公司及董事会全体成员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。 一、业绩说明会类型 北京北摩高科摩擦材料股份有限公司（以下简称"公司"）将于2023年4 月20日在《中国证券报》、《证券时报》、《上海证券报》、《证券日报》及巨潮 资讯网（www.cninfo.com.cn）披露《2022年年度报告》、《2023年第一季度报 告》等相关公告，为便于广大投资者更全面深入地了解公司2022年度和2023 年第一季度的经营成果，公司计划于2023年4月20日（周四）下午13:30现场 交流的方式举行2022年度暨2023年第一季度现场业绩说明会，就投资者关心 的问题进行交流。 二、业绩说明会时间、地点 召开时间：2023年4月20日（周四）下午13:30。 公司总经理张天闯先生，董事会秘书、副总经理王习先生、财务总监唐 红英女士、独立董事：赵彦彬先生、李玉华先生、季学武先生等。 四、投资者参加方式 为方 ...

Financial Performance - The company reported a total revenue of 105 million in 2022, reflecting a significant growth compared to the previous year[4]. - The company aims to improve its financial performance and shareholder value through strategic management and operational efficiency[21]. - The company reported a positive profit for the fiscal year, but no cash dividend distribution plan was proposed despite available profits for distribution[93]. - The company plans to retain undistributed profits to meet operational and business development needs, ensuring reliable support for long-term strategic implementation and sustainable growth[134]. - The company will not distribute cash dividends or issue bonus shares for the fiscal year 2022, focusing on internal capital allocation[134]. Innovation and Development - The company has acquired 15 new patents during the tenure of its current general manager, indicating a strong focus on innovation and technology development[9]. - The company has developed 19 patents during Yang Changkang's tenure, focusing on various aircraft systems[21]. - Zheng Dan has contributed to the development of key braking products for fighter jets and bombers, resulting in 25 patents during his time at the company[21]. - The company is committed to enhancing its product offerings through continuous research and development efforts, particularly in high-performance materials[10]. - The company has received multiple scientific and technological awards, showcasing its commitment to research and development in friction materials[10]. - The company has a strong emphasis on innovation, as evidenced by the significant number of patents obtained by its engineering team[21]. Strategic Management and Governance - The company has established a governance structure that includes a shareholders' meeting, board of directors, and supervisory board to oversee management actions[96]. - The board of directors executes the resolutions of the shareholders' meeting and is responsible for the company's daily management[96]. - The company has held multiple board meetings throughout 2022 to discuss strategic decisions and operational updates[30]. - The company has undergone changes in its board of directors and senior management, with new appointments made on June 20 and June 23, 2022[66]. - The company maintains an independent business system and operational capability, ensuring no conflicts with its controlling shareholder[49]. Human Resources and Employee Management - The total number of employees at the end of the reporting period is 1,163, with 277 in the parent company and 886 in major subsidiaries[85]. - The professional composition includes 813 production personnel, 65 sales personnel, 180 technical personnel, 35 financial personnel, and 70 administrative personnel[85]. - The educational background of employees shows 35 with a master's degree or above, 357 with a bachelor's degree, and 771 below a bachelor's degree[88]. - The company has established a comprehensive compensation management system and long-term incentive plans to attract and retain talent[89]. - The annual training plan is tailored to individual and job-specific needs, focusing on key positions and talents to enhance employee skills and performance[90]. - The company has implemented a series of human resource policies to support sustainable development, focusing on employee training and ethical standards[139]. Internal Control and Risk Management - The company has a robust internal control system in place, adhering to relevant laws and regulations to ensure efficient operations[95]. - The company has established a comprehensive internal control system, including a dedicated internal audit department to oversee financial security and compliance[138]. - The company emphasizes the importance of risk management and investment strategies based on fair value for financial asset management[97]. - The company actively monitors and adjusts its internal control measures to address any identified deficiencies promptly[153]. - The company has established control activities to ensure the achievement of internal control objectives, including separation of incompatible duties and authorization controls[143]. Financial Reporting and Compliance - The company’s financial statements are prepared in accordance with the applicable accounting standards, ensuring accurate representation of its financial position[46]. - The company classifies financial assets at initial recognition based on their cash flow characteristics, including those measured at amortized cost and those measured at fair value[55]. - The company recognizes goodwill when the acquisition cost exceeds the fair value of identifiable net assets acquired in a business combination[69]. - The company’s financial liabilities are classified at initial recognition as either measured at fair value with changes recognized in profit or loss or at amortized cost[59]. - The internal control self-assessment report indicates that the total assets of the evaluated units account for 95.00% of the company's consolidated financial statement assets, and their operating income accounts for 95.52%[197]. Market Expansion and Joint Ventures - The company has plans for market expansion, particularly in the aerospace sector, where it has developed brake systems for various aircraft models[10]. - The company is actively involved in joint ventures, confirming its share of both assets and liabilities in these arrangements, which enhances its operational capabilities[8]. - The company is focused on increasing its subsidiaries or business through acquisitions and investments in line with its growth strategy[31]. - The company has established a solid foundation for future growth through strategic acquisitions and partnerships in the industry[10]. Board and Committee Activities - The board of directors attended all scheduled meetings, with no absences reported[71]. - The audit committee held three meetings during the reporting period, focusing on financial reports and internal audits[77]. - The remuneration and assessment committee approved the compensation plan for non-independent directors and senior management for the year 2021[83]. - No objections were raised by the board of directors regarding company matters during the reporting period[72]. - Independent directors provided constructive suggestions that were adopted by the company[76].

Financial Performance - The company's operating revenue for Q1 2023 was ¥314,660,585.53, a decrease of 14.55% compared to ¥368,222,200.19 in the same period last year[8] - Net profit attributable to shareholders was ¥135,016,606.20, down 12.57% from ¥154,426,668.50 year-on-year[8] - Basic earnings per share decreased to ¥0.41, down 12.77% from ¥0.47 in the same period last year[8] - Net profit for Q1 2023 was CNY 158,584,575.15, a decrease of 13.3% compared to CNY 182,931,915.11 in Q1 2022[34] Cash Flow - The net cash flow from operating activities improved significantly to ¥7,833,366.33, compared to a negative cash flow of ¥177,363,851.91 in the previous year, marking a 104.42% increase[8] - Cash flow from operating activities in Q1 2023 was CNY 151,233,974.85, significantly up from CNY 73,804,187.13 in the previous year[35] - Net cash outflow from operating activities was $169.06 million, down from $261.47 million, showing improved cash management[41] - The net increase in cash and cash equivalents was negative at $35.10 million, compared to a negative $201.88 million previously, suggesting improved liquidity management[41] Assets and Liabilities - Total assets increased by 5.28% to ¥4,411,079,031.35 from ¥4,190,016,000.83 at the end of the previous year[8] - The company's total liabilities decreased by 12.71% for notes payable, amounting to ¥77,283,182.10[13] - The total current assets are 3,487,532,931.40 RMB, up from 3,282,827,010.25 RMB, indicating an increase of about 6.25%[23] - The total liabilities as of March 31, 2023, were CNY 684,292,816.27, an increase from CNY 621,639,915.58 at the beginning of the year[33] Research and Development - Research and development expenses increased by 107.74% to ¥20,419,779.98, reflecting an increase in R&D projects[13] - Research and development expenses for Q1 2023 were CNY 20,419,779.98, an increase of 108.5% compared to CNY 9,829,703.79 in the same period last year[34] Shareholder Information - The total number of common shareholders at the end of the reporting period is 35,628[21] - The total equity attributable to shareholders of the parent company reached CNY 3,096,541,874.32, up from CNY 2,961,699,713.44 at the start of the year[33] Future Outlook - The company expects net profit attributable to shareholders for the first half of 2023 to be approximately ¥241,819,200, representing a growth of 15.00% compared to ¥210,277,600 in the same period last year[19] - The company anticipates a positive performance outlook, with earnings expected to rise in the upcoming periods[22]

证券代码：002985 证券简称：北摩高科 北京北摩高科摩擦材料股份有限公司投资者关系活动记录表 编号：2020-001 | --- | --- | |--------------------|------------------------------------------------| | | | | 投资者关系活动类别 | □特定对象调研 √分析师会议 | | | □ 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） | | 参与单位名称及人员 | 安信证券：冯福章、花超、马卓群；民生加银基金： | | 姓名 | 金耀；中船电子科技：高立冬；方正证券：孟祥杰； | | | 安惠投资：李智佳、刘奎；中融人寿：张慕尧；国寿 | | | 安保：闫阳；大家保险：刘磊；中航证券：董俊业、 | | | 魏永；国金基金：滕祖光；工银瑞信：田硕鹏；东兴 | | | 证券：陈曦；中泰证券：李聪；中邮基金：徐鸿博； | | --- | --- | |-----------------------|------------------ ...

证券代码：002985 证券简称：北摩高科 北京北摩高科摩擦材料股份有限公司投资者关系活动记录表 编号：2020-002 | --- | --- | |--------------------|-----------------------------------| | | | | 投资者关系活动类别 | □特定对象调研 √分析师会议 | | | □ 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） | | 参与单位名称及人员 | 中信建投 王智勇 | | 姓名 | 华泰证券 王宗超 | | | 招商证券 杨雨南、岑晓翔 | | | 银河证券 周义、李良 | | | 东北证券 陈鼎如 | | | 民生证券 王一川、刘明洋 | | | 国泰君安 滕光耀 | | --- | --- | |-------|-------------------------------| | | | | | 兴业证券 石康、张亚滨、李博彦 | | | 东兴证券 赵中和 | | | 泰康资管 奚佳 | | | 天弘基金 李佳明 | | | 淳厚基 ...

编号：2021-002 证券代码：002985 证券简称：北摩高科 | --- | --- | |-------------------------|--------------------------------------------------| | | | | 投资者关系活动类别 | □特定对象调研 □分析师会议 | | | □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） | | | 北京辖区投资者集体接待日活动 | | 参与单位名称及人员 姓名 | 社会公众投资者 | | 时间 | 2021 年 9 月 23 日 | | 地点 | 全景网 | | 上市公司接待人员姓 | 董事会秘书、副总经理王飞、财务总监唐红英 | | 名 | | | 投资者关系活动主要 | 1. 请问公司起落架业务和民航刹车业务目前有什 | | 内容介绍 | 么进展？ | | | 尊敬的投资者，感谢您的关注与支持。起落架方面， | | | 公司上半年首次实现起落架业务收入，完成从零部件供 | | | 应商、材料供应商向系统供应商、整体方案解决商 ...

证券代码：002985 证券简称：北摩高科 北京北摩高科摩擦材料股份有限公司 投资者关系活动记录表 编号：2022-001 | --- | --- | --- | --- | --- | --- | --- | |-------------------------------------|-----------------------------------------------------------------------------------------------|---------------------------------------------------|-------|-------|-------|-------| | | | | | | | | | 投资者关系活动类别 ☐特定对象调研 | | ☐分析师会议 | | | | | | | ☐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） | | | | | | 形式 ☐ | 现场 网上 ...