北京市嘉源律师事务所 关于河北中瓷电子科技股份有限公司 发行股份购买资产并募集配套资金 暨关联交易的补充法律意见书(二) 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 二〇二三年四月 RYC / T = S F YUAN LAW OFFICES 北京 BEIJING ·上海 SHANGHAI ·深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 致:河北中瓷电子科技股份有限公司 北京市嘉源律师事务所 关于河北中瓷电子科技股份有限公司 发行股份购买资产并募集配套资金 暨关联交易的补充法律意见书(二) 嘉源(2023)-02-037 敬启者: 受中瓷电子的委托,本所担任中瓷电子本次重组的特聘专项法律顾问,并获 授权为中瓷电子本次重组出具法律意见。 本所已于2023年2月22日出具嘉源(2023)-02-016号《北京市嘉源律师事务所 关于河北中瓷电子科技股份有限公司发行股份购买资产并募集配套资金暨关联 交易的法律意见书》,并于2023年3月30日出具嘉源(2023)-02-029号《北京市嘉源 律师事务所关于河北中瓷电子科技股份有限公司发行股份购 ...

证券代码：003031 证券简称：中瓷电子 河北中瓷电子科技股份有限公司 投资者关系活动记录表 编号：2023-02 | | □特定对象调研 □分析师会议 | | | --- | --- | --- | | 投资者关系 | □媒体采访 ☑业绩说明会 | | | 活动类别 | □新闻发布会 □路演活动 | | | | □现场参观 | | | | □其他 | | | 参与单位 | 通过"全景· 路演天下"（http://ir.p5w.net）参与中瓷电子 | | | 名称及人员姓 | 2022 年年度网上业绩说明会的投资者 | | | 名 | | | | 时 间 | 2023 年 4 月 12 日 15:00-17:00 | | | 地 点 | 网络平台：全景网 | | | 上市公司 | 董事、总经理：付花亮 | | | | 董秘、副总经理、财务总监：董惠 | | | 接待人员姓名 | 保荐代表人：赵丽丽 | | | | 独立财务顾问：肖尧 | | | | 环节： | | | 投资者关系活 动主要内容介 | 总经理开场致辞、开展问答交流。 一、总经理致辞 各位尊敬的投资者，大家好！ | | | 绍 | 感谢大家在 ...

证券代码：003031 证券简称：中瓷电子 公告编号：2023-035 河北中瓷电子科技股份有限公司 关于举办 2022 年度业绩说明会的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 河北中瓷电子科技股份有限公司（以下简称"公司"）已于 2023 年 3 月 31 日 披露《2022 年年度报告》全文及其摘要，为了使广大投资者进一步了解公司情 况，公司定于 2023 年 4 月 12 日（星期三）下午 15:00-17:00 举办 2022 年年度业 绩说明会，就公司发展战略、生产经营等情况与投资者进行充分交流，广泛听取 投资者的意见和建议。 本次年度业绩说明会将采用网络远程的方式举行，投资者可登陆全景网"投 资者关系互动平台"（https://ir.p5w.net）参与本次年度业绩说明会。出席本次说 明会的人员有：总经理付花亮，财务负责人、董事会秘书董惠、中航证券有限公 司公司保荐代表人赵丽丽、中信证券股份有限公司投行委工业与先进制造行业组 副总裁肖尧。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题 ...

Financial Performance - The company reported a total revenue of 1.2 billion RMB for the year 2022, representing a year-on-year increase of 15%[6]. - The net profit attributable to shareholders was 150 million RMB, which is a 10% increase compared to the previous year[6]. - The company's operating revenue for 2022 was ¥1,304,906,293.63, representing a 28.72% increase compared to ¥1,013,757,238.17 in 2021[13]. - The net profit attributable to shareholders for 2022 was ¥148,655,293.21, up 22.19% from ¥121,655,767.64 in 2021[13]. - The net profit after deducting non-recurring gains and losses was ¥128,695,472.65, reflecting a 20.82% increase from ¥106,519,305.21 in 2021[13]. - The net cash flow from operating activities for 2022 was ¥114,915,625.55, a significant increase of 35.36% compared to ¥84,893,852.79 in 2021[13]. - The total assets at the end of 2022 amounted to ¥1,779,431,156.09, marking a 15.43% increase from ¥1,541,574,769.80 at the end of 2021[13]. - The basic earnings per share for 2022 was ¥0.71, which is a 22.41% increase compared to ¥0.58 in 2021[13]. - The company achieved a total revenue of CNY 1,304,906,293.63 in 2022, representing a year-on-year growth of 28.72%[29]. - Net profit attributable to shareholders reached CNY 148,655,300, a 22.19% increase compared to the previous year[27]. - The total profit for the year was 149,062,890.53, an increase from 122,021,370.33 in the previous year, representing a growth of approximately 22.2%[200]. - The net profit for the year reached 148,655,293.21, compared to 121,655,767.64 in the prior year, indicating a year-over-year increase of about 22.2%[200]. Research and Development - The company plans to invest 200 million RMB in R&D for new products and technologies in 2023, focusing on advanced ceramic materials[6]. - The company invested CNY 17,980,740 in R&D, a 27.47% increase from the previous year, constituting 13.78% of total revenue[27]. - The number of R&D personnel increased by 11.11% to 170 in 2022 from 153 in 2021[40]. - The company has developed advanced packaging technologies for wireless power device housings to meet the demands of 5G base station construction, including low-cost solutions for air cavity plastic packaging[23]. - The company has developed precision ceramic components for semiconductor equipment, achieving international standards in core technology indicators and has begun mass production for domestic semiconductor key equipment[26]. - The company has established a platform for mass production of 3D optical sensor module ceramic shells, enhancing domestic production rates for 5G smartphone components[41]. - The company has developed a 400G optical module ceramic shell, which meets user requirements and supports high-quality development in the 5G communication industry[41]. - The company has established a simulation platform for the structural stress of ceramic shells, addressing multiple reliability issues[80]. - The company has participated in over 10 major national and provincial research projects, enhancing its R&D capabilities[80]. Market Expansion and Strategy - Future outlook includes a projected revenue growth of 20% for 2023, driven by market expansion and new product launches[6]. - The company aims to expand its market presence in Southeast Asia, targeting a 15% market share by 2025[6]. - The company is focusing on expanding its market presence in key areas such as smart terminals, 5G, and industrial internet as part of its strategic initiatives[20]. - The company is actively pursuing mergers and acquisitions, including acquiring a 73% stake in Hebei Bowei Integrated Circuit Co., and 94.6029% stake in Beijing Guolian Wanzhong Semiconductor Technology Co.[60]. - The company is focusing on the domestic semiconductor equipment parts localization demand by developing high-precision ceramic components to address the "bottleneck" issues in the industry[60]. - The company aims to enhance its core competitiveness by continuing to innovate in the electronic ceramics field and building production platforms for communication, consumer electronics, and automotive applications[60]. - The company is committed to becoming a leading high-tech enterprise in the semiconductor field by integrating GaN RF chips and SiC power modules into its core business[60]. - The company is enhancing its human resources management to build a responsible and cohesive workforce, ensuring a stable talent pool for long-term development[60]. Financial Management and Governance - The company will not distribute cash dividends or issue bonus shares for the year 2022, focusing on reinvestment strategies[2]. - The company has established a long-term and relatively stable profit distribution policy, specifying cash dividend conditions and ratios in its 2022-2024 profit distribution plan[65]. - The company has a structured decision-making process for profit distribution, ensuring compliance and transparency in protecting the interests of minority shareholders[104]. - The company has committed to timely disclosure of any failure to fulfill obligations to shareholders and the public, along with an apology[146]. - The company has maintained a high attendance rate at board meetings, with no directors missing more than one meeting[91]. - The company has implemented a cumulative voting system for the election of directors and supervisors, enhancing investor rights in governance[66]. - The company has established a comprehensive governance structure that complies with relevant laws and regulations, ensuring the protection of minority shareholders' rights[67]. - The company has independently developed core technologies and holds complete intellectual property rights for its main products, demonstrating its capability to operate without reliance on the controlling shareholder[68]. Environmental Responsibility - The company invested CNY 5.3061 million in environmental protection in 2022, covering costs for environmental system construction, maintenance, and pollution source detection[116]. - The company has implemented 11 sets of pollution control facilities, including activated carbon tail gas purification filters and high-efficiency washing and purification processors, ensuring compliance with emission standards[116]. - The company achieved a 100% completion rate for annual monitoring of pollution sources, with no instances of exceeding emission limits reported[116]. - The company established an ISO 14001 environmental management system in 2010 and has maintained third-party certification, with the current certificate valid until October 7, 2025[120]. - The company has set energy-saving and emission reduction assessment targets as part of its annual environmental management goals[120]. Shareholder Relations - The company has a dedicated investor relations management team, responding to over 100 inquiries on the Shenzhen Stock Exchange's investor interaction platform in 2022[65]. - The company has made commitments regarding share transfers and management, ensuring compliance with relevant laws and regulations during the lock-up period[128]. - The company will determine whether to reduce its shareholding based on funding needs and investment arrangements after the lock-up period expires on January 3, 2024[129]. - The company commits to not reducing share prices below the issuance price and will announce any reduction three trading days in advance[130]. - The company plans to implement a share buyback program, with the total amount not exceeding 50% of the net profit attributable to the parent company from the previous fiscal year[134]. Audit and Compliance - The audit opinion for the financial statements was a standard unqualified opinion, indicating fair representation of the company's financial status[192]. - The company engaged Dahuah CPA for internal control audit services for the fiscal year 2022, with the audit fee pending payment after the completion of the audit[154]. - The company must assess its ability to continue as a going concern and disclose any related uncertainties[195]. - The total amount of related party transactions and their disclosures were scrutinized to ensure completeness and accuracy[193].

l 1 律师事务 P YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONGKONG · 广州 GUANGZHOU · 西安 XI'AN 致:河北中瓷电子科技股份有限公司 北京市嘉源律师事务所 北京市嘉源律师事务所 关于河北中瓷电子科技股份有限公司 发行股份购买资产并募集配套资金 暨关联交易的补充法律意见书(三) 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 二〇二三年二月 目录 | 第一部分对《反馈意见书》中需要律师发表意见的相关事项的回复 ………… 3 | | --- | | 一、《反馈意见书》问题 1 …………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………3 | | 二、《反馈意见书》问题 2 ……………………………………………………………………………… 11 | | 三、《反馈意见书》问题 3 ……………………………………………………………… 1 ...

Financial Performance - The company's operating revenue for the first half of 2022 was ¥633,255,219.48, representing a 27.62% increase compared to ¥496,195,564.91 in the same period last year[20]. - The net profit attributable to shareholders was ¥77,941,534.53, up 37.45% from ¥56,705,973.30 in the previous year[20]. - Basic and diluted earnings per share increased to ¥0.37, a rise of 37.04% from ¥0.27 in the previous year[20]. - The company's operating revenue for the reporting period reached ¥633,255,219.48, representing a year-on-year increase of 27.62% compared to ¥496,195,564.91 in the previous year[40]. - The company reported a total profit of 78,480,231.06 CNY for the first half of 2022, up from 59,817,830.01 CNY in the same period of 2021, representing an increase of about 31.2%[157]. - The company achieved a net cash inflow from investment activities of ¥10,091,751.33, a significant improvement of 103.20% from a net outflow of ¥315,693,962.60 in the previous year[40]. Cash Flow and Investments - The net cash flow from operating activities decreased significantly by 85.80%, amounting to ¥10,005,140.98 compared to ¥70,458,823.11 in the same period last year[20]. - The company reported a total investment cash inflow of 457,659,359.17 CNY in the first half of 2022, compared to 120,300,657.53 CNY in the same period of 2021[161]. - The net cash flow from investment activities was 10,091,751.33 CNY in the first half of 2022, a recovery from a negative cash flow of -315,693,962.60 CNY in the same period of 2021[161]. Assets and Liabilities - Total assets at the end of the reporting period reached ¥1,763,113,917.00, reflecting a 14.37% increase from ¥1,541,574,769.80 at the end of the previous year[20]. - The total liabilities increased to CNY 578,171,078.86 from CNY 412,173,466.24, reflecting a rise in financial obligations[154]. - The company's cash and cash equivalents were CNY 123,658,203.21 as of June 30, 2022, slightly down from CNY 125,782,844.21 at the start of the year[152]. - Accounts receivable rose to CNY 260,404,964.11 from CNY 173,008,277.62, showing improved collection efforts[152]. - Inventory levels increased to CNY 310,761,518.13 from CNY 259,033,533.85, indicating a buildup of stock[152]. Research and Development - Research and development expenses rose by 35.04% to ¥85,449,271.74, compared to ¥63,278,122.33 in the previous year, reflecting the company's commitment to enhancing its competitive edge[40]. - The company has developed proprietary technologies in key areas such as ceramic materials and multilayer co-firing processes, enabling it to break foreign monopolies in the optical communication ceramic shell market[31]. - The company is investing heavily in R&D, with a budget allocation of 300 million RMB for new technology development[88]. Market Position and Products - The company is the largest domestic manufacturer of high-end electronic ceramic shells, focusing on R&D, production, and sales of electronic ceramic products[30]. - The main products include electronic ceramic shells for optical communication devices, wireless power devices, infrared detectors, and automotive electronics, with applications across various sectors such as telecommunications and consumer electronics[30]. - The revenue from communication device electronic ceramic shells accounted for 74.45% of total revenue, amounting to ¥471,442,920.87, which is a 25.22% increase from ¥376,476,881.91 in the previous year[41]. - The company has established a comprehensive product system, continuously improving its offerings in electronic ceramics, including products for 5G communication and industrial lasers[34]. Shareholder and Governance - The company plans not to distribute cash dividends or issue bonus shares[5]. - The company has no stock incentive plans or employee stock ownership plans in place during the reporting period[73]. - The company has established a profit distribution principle and plan, particularly focusing on cash dividends, to ensure transparency and operational feasibility for shareholders[98]. - The company will implement measures to mitigate the dilution of immediate returns for shareholders, including accelerating project benefits and improving fundraising management[96]. Environmental Compliance - The company has implemented a complete environmental monitoring plan with a 100% completion rate for annual testing[78]. - The company received a new pollution discharge permit in March 2022, which is currently valid[77]. - There were no administrative penalties due to environmental issues during the reporting period[78]. - The company has maintained compliance with environmental standards, with no instances of exceeding discharge limits[78]. Future Outlook - The company plans to continue expanding its product market and upgrading its product structure, driven by the ongoing commercialization of 5G technology[43]. - Future guidance estimates a revenue growth of 10-15% for the second half of 2022, driven by increased demand in the electronics sector[85]. - The company is exploring potential mergers and acquisitions to enhance its technological capabilities and market reach[86]. Financial Reporting and Compliance - The company's semi-annual report has not been audited[110]. - The financial report for the first half of 2022 was not audited, which may affect the reliability of the financial data presented[150]. - The company follows the accounting standards set by the Ministry of Finance, ensuring the financial statements reflect the true financial condition as of June 30, 2022[184].