2023年第三次临时股东大会的 湖南启元律师事务所 关于东莞宜安科技股份有限公司 法律意见书 二零二三年八月 湖南省长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 电话：0731-82953778 传真：0731-82953779 邮编：410000 网站：www.qiyuan.com 致：东莞宜安科技股份有限公司 湖南启元律师事务所（以下简称"本所"）接受东莞宜安科技股份有限公司（以 下简称"公司"）的委托，指派本所律师出席了公司 2023 年第三次临时股东大会 （以下简称"本次股东大会"），对本次股东大会的召集和召开程序、出席会议人 员及召集人的资格、表决程序和表决结果的合法有效性进行现场律师见证，并发 表本法律意见。 本所律师根据《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》"）、《上市公司股东大会规则》（以下简称 "《股东大会规则》"）等我国现行法律、法规、规范性文件以及《东莞宜安科技股 份有限公司章程》（以下简称"《公司章程》"）的有关规定出具本法律意见书。 为出具本法律意见书，本所律师声明如下： （一）本所律师根据本法律意见书出具日以 ...

证券代码：300328 证券简称：宜安科技 公告编号：2023-057 号 东莞宜安科技股份有限公司 2023 年第三次临时股东大会决议公告 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。 特别提示： 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 下述议案详情请见公司于 2023 年 8 月 1 日在中国证监会指定的创业板信息披露网 站上披露的相关公告。 （一）审议通过了《关于公司及子公司向金融机构申请授信额度暨对子公司提供 担保的议案》 总表决情况： 东莞宜安科技股份有限公司（以下简称"公司"）以现场投票与网络投票相结合的 方式召开 2023 年第三次临时股东大会，并通过深圳证券交易所交易系统和互联网投票 系统提供网络投票平台。现场会议于 2023 年 8 月 16 日下午 15:00 在公司会议室召开， 通过深圳证券交易所交易系统进行网络投票的时间为 2023 年 8 月 16 日上午 9:15-9:25， 9:30-11:30 和下午 13:00-15:00；通过深圳证券交易所互联网 ...

Manufacturing and Technological Capabilities - The company has installed and debugged the world-leading Bühler 6100T ultra-large die-casting machine at Zhuzhou Yian Precision Manufacturing Co., Ltd[66] - The company has over 20 years of experience in new material R&D, precision mold design, mechanical preparation, die-casting molding, and production, with a focus on liquid metal R&D and industrialization for more than 10 years[67] - The company has more than 100 advanced magnesium-aluminum alloy die-casting machines and a full range of high-end testing instruments[72] - The company has a complete vertical integration capability from mold design and development to die-casting molding, precision machining, surface treatment, spraying, testing, and packaging[72] - The company has over 100 magnesium and aluminum alloy die-casting machines, including several 650T Toshiba die-casting machines for notebook casings, and has introduced a 650T JSW semi-solid magnesium alloy die-casting machine for notebook casing mass production[73] - The company plans to introduce a large 6100T aluminum-magnesium alloy die-casting machine to advance towards integrated die-casting technology for automotive components[73] - The company has over 40 liquid metal vacuum forming machines, including the world's largest liquid metal forming machine, with production experience for 14-inch large-size components[74] - The company has a large-scale 27-inch magnesium alloy component with a wall thickness of 1.2mm and a 14-inch notebook casing with a wall thickness of 0.45mm in mass production[73] - The company has completed the installation and debugging of a 6100-ton super-large die-casting machine purchased from Bühler Group for the Zhuzhou Yian Precision New Energy Vehicle Integrated Die-Casting Project[80] - The company has advanced quality assurance equipment and a large testing center, providing comprehensive precision die-casting product testing capabilities and holding certifications such as ISO9001:2015, IATF16949:2016, and ISO14001:2015[75] - The company completed the research tasks of the national key R&D project on semi-solid rheocasting technology for aluminum alloy thin-walled parts, achieving a defect prediction accuracy of ≥95% and a qualified rate of ≥98% for 2000 consecutive productions[105] - The company successfully developed high-performance aluminum alloys for rheocasting with σ0.2>200MPa, σb>300MPa, and δ≥8%[105] - The company established a computational platform integrating modeling, macro-micro simulation, and mold design for semi-solid rheocasting technology[105] - The company achieved a single-time slurry preparation of ≥50kg in less than 20 seconds, with primary particle equivalent diameter ≤50μm[105] Partnerships and Market Presence - The company is the exclusive Tier 1 supplier of liquid metal door lock covers for Tesla's Model X[68] - The company has entered the supply chains of international and domestic renowned customers such as Tesla, CATL, Geely, TKP, HBA, TRW, GKN, Honeycomb, LG, Faurecia, Continental, Alpine, and BOSCH[80] - The company has established partnerships with renowned clients such as Tesla and Amphenol for liquid metal hinge components, which are critical for foldable smartphones[82] - The company has established collaborations with major clients like Huawei, Lenovo, Meta, and GoPro, focusing on the development of wearable devices, VR, and other consumer electronics[87] Research and Development - The company has established multiple research platforms, including the "Guangdong Provincial Academician Expert Workstation" and "National Postdoctoral Research Workstation"[71] - The company has formed strong partnerships with renowned research institutions such as the Chinese Academy of Sciences' Institute of Metal Research and Northwestern Polytechnical University[71] - The company's biodegradable magnesium bone fixation screw received CE certification from the EU in May 2020, making it the first globally approved product for this indication[70] - The company's biodegradable magnesium bone fixation screw completed clinical trials with 184 cases enrolled across 9 clinical research centers in China by February 2023[70] - The company is actively promoting global certification and sales of its biodegradable magnesium bone fixation screw in key regions including the US, Russia, India, and Brazil[70] - The company has completed the recruitment of 184 cases for the clinical trial of biodegradable magnesium bone screws, with all cases showing good postoperative follow-up results and no adverse events related to the device[85] - The company's liquid metal and magnesium-aluminum alloy materials are increasingly used in consumer electronics due to their high strength and lightweight properties, driven by the integration of 5G, IoT, AI, and VR technologies[86] - The company is expanding the application of liquid metal in various fields including new energy vehicles, consumer electronics, medical devices, and communication base stations, with products like USB interfaces and camera decorations already in mass production[83] Financial Performance - The company achieved a revenue of 1,615.9865 million yuan in 2022, a year-on-year increase of 51.06%, and a net profit attributable to shareholders of 3.2556 million yuan, a year-on-year increase of 101.63%[78] - The company's automotive parts business revenue reached 909.6517 million yuan in 2022, a year-on-year increase of 76.05%[80] - The top five customers accounted for a total sales amount of 534,688,802.87 yuan, representing 33.09% of the annual sales[102] - The top five suppliers accounted for a total procurement amount of 428,366,207.28 yuan, representing 40.11% of the annual procurement[103] - Sales expenses decreased by 3.00% year-on-year to 40,714,161.38 yuan[104] - Management expenses increased by 7.38% year-on-year to 101,840,073.46 yuan[104] - Financial expenses increased significantly by 65.97% year-on-year to 19,914,006.23 yuan, mainly due to increased interest expenses from additional financing[104] - R&D expenses increased by 7.33% year-on-year to 88,393,870.92 yuan[104] Corporate Governance and Leadership - The company held 4 general meetings of shareholders during the reporting period, ensuring compliance with relevant laws and regulations, and safeguarding the rights of all shareholders, especially minority shareholders[153] - The board of directors consists of 9 members (8 at the end of the reporting period), including 3 independent directors, all of whom possess the necessary knowledge, skills, and qualities to perform their duties[155] - The company established a comprehensive corporate governance structure, including a general meeting of shareholders, board of directors, and supervisory board, forming a complete internal control system[152] - The board of directors held 9 meetings during the reporting period, with all procedures and resolutions complying with laws, regulations, and the company's articles of association[155] - The company's governance structure and internal control system were continuously improved during the reporting period, enhancing the level of standardized operations and protecting the legitimate rights and interests of all shareholders[152] - The board of directors has four specialized committees: strategy committee, compensation and evaluation committee, audit committee, and nomination committee, which strictly perform their duties in accordance with relevant laws and regulations[155] - Independent directors independently performed their duties in accordance with the company's articles of association and independent director work system, providing independent opinions on matters involving the interests of minority investors[155] - The company strictly followed relevant laws, regulations, and regulatory requirements when submitting major matters requiring shareholder approval to the general meeting of shareholders for review and disclosure[154] - The company's governance aspects were generally in compliance with the "Corporate Governance Guidelines for Listed Companies" and relevant laws and regulations at the end of the reporting period[152] - The company's general meetings of shareholders included both on-site and online voting, with a dedicated shareholder speaking session to ensure minority shareholders' right to express their opinions[153] - The company held 7 board of supervisors meetings during the reporting period, with no vetoed resolutions or financial report discrepancies found[157] - The company's actual controller, Zhuzhou SASAC, and controlling shareholder, Zhuzhou State-owned Assets Investment, strictly complied with regulations and did not interfere with company decisions or operations[160] - The company maintains independence in business, assets, personnel, organization, and finance from its controlling shareholders and actual controllers[163][164][165][166][167][168] - The company held 4 general meetings in 2022, with investor participation rates ranging from 0.0007% to 0.10%[169][170] - The company has a complete and independent R&D, procurement, production, and sales system, operating independently in the market[164] - The company possesses independent production facilities, land use rights, office buildings, and intellectual property rights[165] - Senior management personnel are independent from controlling shareholders and do not hold positions or receive salaries from affiliated enterprises[166] - The company maintains independent financial systems, bank accounts, and tax filing, separate from controlling shareholders[168] - The company strictly follows information disclosure regulations and maintains transparent communication with investors through multiple channels[159] - The company's governance status shows no significant differences from legal and regulatory requirements for listed companies[162] - Li Yangde, the former chairman, reduced his holdings by 25,908,000 shares, leaving him with 80,027,000 shares, due to personal financial needs[172] - Tang Tiezhuang, the current director and general manager, reduced his holdings by 800,000 shares, leaving him with 2,402,500 shares, due to personal financial needs[172] - Yang Jiedan, the current director, reduced her holdings by 800,000 shares, leaving her with 2,402,500 shares, due to personal financial needs[172] - Li Weirong, the current vice general manager and technical director, reduced his holdings by 800,000 shares, leaving him with 2,402,500 shares, due to personal financial needs[172] - Zhang Chunlian, the former director and vice general manager, reduced her holdings by 500,000 shares, leaving her with 1,902,500 shares, due to personal financial needs[174] - Huang Ming, the former vice general manager, reduced his holdings by 800,000 shares, leaving him with 2,402,500 shares[174] - Total holdings of directors, supervisors, and senior management decreased by 29,608,000 shares, leaving a total of 91,539,500 shares[174] - Li Kui was removed from his position as non-independent director on March 31, 2022, due to suspected serious disciplinary violations[177] - Yi Hongxing resigned as director and vice general manager on August 17, 2022, due to job changes[178] - Zhang Chunlian resigned as director and vice general manager on August 31, 2022, due to personal reasons[179] - Zhou Shuyong has been serving as the Director of the company since March 2022, with a background in engineering and business management[181] - Liu Shoujun has been the Chairman of the company since June 2022, with extensive experience in asset management and finance[183] - Tang Tiezhang has been the General Manager and Director of the company, with a long history in production management and leadership roles[183] - Chen Xiaoxiong has been the Director and Deputy General Manager of the company since September 2022, with experience in industrial development and IT services[184] - Yang Jiedan has been a Director of the company since 1993, with a background in medical device and casting industries[184] - Zeng Chaohui has been the Director and Deputy General Manager of the company, with a focus on sales and liquid metal technology[185] - Xu Minli has been an Independent Director of the company, with expertise in operations management and supply chain[185] - Liu Jianqiu has been an Independent Director of the company, specializing in accounting and corporate social responsibility[186] - Xiang Rong has been an Independent Director of the company, with a strong background in materials science and nanotechnology[187] - Xiong Hui has been the Chairman of the Supervisory Board and Deputy Manager of the Human Resources Department since 1996[187] - The company's total actual remuneration paid to directors, supervisors, and senior management in 2022 was 10.8031 million yuan[195] - Li Weirong, the company's Vice President and Technical Director, also serves as the legal representative and manager of Dongguan Magnesium Medical Devices Co., Ltd., and holds multiple executive positions in other related companies[191] - Li Wenping, the company's CFO, concurrently serves as the director and CFO of Chaohu Yi'an Yunhai Technology Co., Ltd., and as the supervisor of Zhuzhou Yi'an New Materials R&D Co., Ltd.[192] - The company's directors and supervisors receive remuneration determined by the "Company Director, Supervisor, and Senior Management Remuneration Management System," which requires approval from the shareholders' meeting or the board of directors[195] - Zhou Shuyong, a director of the company, concurrently serves as the Party Secretary and Chairman of Zhuzhou State-owned Assets Investment Holding Group Co., Ltd., and receives remuneration from the shareholder unit[193] - Mo Hongbo, a director of the company, holds multiple positions including Chairman of Zhuzhou Yi'an Precision Manufacturing Co., Ltd. and Zhuzhou Yi'an New Materials R&D Co., Ltd.[194] - The company's senior management, including Vice Presidents and the Board Secretary, received remuneration ranging from 32.5 to 95.83 thousand yuan in 2022[196] - Li Yangde, the former Chairman of the company, received a total pre-tax remuneration of 180.8 thousand yuan in 2022[196] - The company's independent directors received a fixed remuneration of 8 thousand yuan each in 2022[196] - The company's remuneration for directors, supervisors, and senior management is determined based on their roles and responsibilities, with no remuneration received from related parties for most positions[196] Market Trends and Industry Insights - The global shipment of foldable phones in 2022 reached 14.2 million units, a significant increase from 8 million units in 2021, with China's foldable phone market shipments reaching nearly 3.3 million units, a year-on-year increase of 118%[81] - As of the end of 2022, China had built and activated 2.312 million 5G base stations, accounting for over 60% of the global total, with the company actively participating in the production of 5G base station components like filters and heat dissipation shells[88] Investment and Expansion - The company has invested 326.947 million yuan in the expansion project for amorphous alloy (liquid metal) precision structural components, with a cumulative investment of 2.690928 billion yuan by the end of the reporting period[91]

Financial Performance - The company's revenue for Q1 2023 was ¥381.59 million, an increase of 17.49% compared to ¥324.79 million in the same period last year[5]. - The net profit attributable to shareholders was a loss of ¥474.13 million, a decrease of 105.58% from a profit of ¥8.50 million in the previous year[5]. - Total operating revenue for Q1 2023 was CNY 381,585,071.17, an increase of 17.5% compared to CNY 324,790,692.78 in Q1 2022[23]. - Net profit for Q1 2023 was a loss of CNY 4,813,813.06, compared to a profit of CNY 7,035,721.40 in Q1 2022[24]. - Basic and diluted earnings per share for Q1 2023 were both CNY -0.0007, compared to CNY 0.0123 in Q1 2022[24]. Cash Flow - The net cash flow from operating activities increased by 182.48%, reaching ¥10.75 million, compared to a negative cash flow of ¥13.03 million in the same period last year[11]. - The cash inflow from operating activities totaled CNY 420,021,849.77, an increase of 31.5% compared to CNY 319,190,455.22 in the previous year[27]. - The net cash flow from operating activities was CNY 10,747,601.01, a significant improvement from a net outflow of CNY 13,029,867.08 in the same period last year[27]. - The cash outflow from investing activities was CNY 65,989,344.14, down 45.5% from CNY 121,840,547.67 in the previous year[27]. - The net cash flow from financing activities was CNY 29,216,060.85, a decrease of 60.9% compared to CNY 74,703,313.51 in the previous year[28]. Assets and Liabilities - The total assets at the end of the reporting period were ¥2.71 billion, a decrease of 3.04% from ¥2.79 billion at the end of the previous year[5]. - The total liabilities decreased to CNY 1,478,832,329.40 from CNY 1,556,656,427.62 year-over-year[24]. - The total equity decreased to CNY 1,231,069,574.53 from CNY 1,238,066,347.95 in the previous year[24]. - The total cash and cash equivalents at the end of the period amounted to CNY 114,025,498.80, compared to CNY 172,084,191.24 at the end of the previous year[28]. Expenses - The company reported a 41.91% increase in taxes and surcharges, primarily due to an increase in export-related tax liabilities[10]. - Sales expenses rose by 54.39%, attributed to increased business expansion costs during the quarter[10]. - Financial expenses surged by 159.04%, mainly due to higher interest expenses and reduced interest income[10]. - The company reported a significant increase in financial expenses, totaling CNY 8,650,240.06, compared to CNY 3,339,367.77 in the previous year[23]. - The cash outflow for purchasing goods and services was CNY 280,620,879.22, an increase of 25.4% from CNY 223,767,540.56 in the previous year[27]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 33,159[14]. - The largest shareholder, Zhuzhou State-owned Assets Investment Holding Group Co., Ltd., holds 25.00% of shares, totaling 172,615,000 shares, with 96,555,000 shares pledged[14]. Investments and R&D - The company experienced a 175.17% decline in investment income, primarily due to increased losses from investments in associates[10]. - The company’s R&D expenses increased to CNY 22,734,043.41, up from CNY 21,142,835.29 in the previous year, reflecting a focus on innovation[23]. - The company has not disclosed any new product or technology developments in the current report[19]. Other Financial Metrics - The company's cash and cash equivalents at the end of the period amount to ¥294,685,542.35, an increase from ¥289,538,556.99 at the beginning of the year[20]. - Accounts receivable decreased to ¥445,518,554.55 from ¥547,193,961.50, indicating a reduction of approximately 18.6%[20]. - Inventory decreased to ¥338,326,167.38 from ¥360,009,778.73, reflecting a decline of about 6.0%[20]. - The company’s fixed assets increased to ¥1,041,154,315.12 from ¥957,633,299.65, showing a growth of approximately 8.7%[20]. - The company’s long-term equity investments decreased slightly to ¥20,318,146.37 from ¥20,437,390.58[20].

东莞宜安科技股份有限公司 关于举行 2022 年年度报告网上业绩说明会的公告 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。 东莞宜安科技股份有限公司（以下简称"宜安科技"或"公司"）2022年度报告 及摘要定于2023年4月27日在中国证监会指定的创业板信息披露网站巨潮资讯网 （http://www.cninfo.com.cn）上披露。为便于投资者进一步了解公司生产经营等情 况，公司将举行2022年年度报告网上业绩说明会并向投资者征集相关问题。具体如下： 一、会议安排 （一）会议召开时间：2023年5月10日（星期三）15:00-17:00 证券代码：300328 证券简称：宜安科技 公告编号：2023-037 号 （二）会议召开地点：价值在线（www.ir-online.cn） （三）会议召开方式：网络互动方式 二、会议出席人员 出席本次业绩说明会的人员：公司董事兼总经理汤铁装先生、副总经理兼董事会 秘书刘翀先生、财务总监李文平先生、独立董事刘建秋先生。 三、投资者参加及问题征集方式 投 资 者 可 于 2023 年 05 月 10 日 （ 星 期 三 ） ...

Group 1: Company Overview and Challenges - The company faced challenges in the first half of the year due to macroeconomic factors, intense market competition, delayed orders, and increased labor and market development costs [4] - The company has identified three strategic focuses for future development: liquid metal, magnesium and aluminum alloy automotive products, and biodegradable medical magnesium alloys [4] Group 2: Liquid Metal Technology - Liquid metal is characterized by super strength, hardness, wear resistance, and corrosion resistance, making it suitable for 3C product applications [4] - The main raw material for liquid metal is zirconium, with some alternatives like iron available in the market [5] - Currently, liquid metal is supplied to domestic assembly manufacturers, with products being used both domestically and internationally [5] - The company has developed liquid metal technology for small components, with 2-3 customers already in mass production [5] Group 3: Market Potential and Future Prospects - The company anticipates that the second half of the year will be a peak season for its industry, and it aims to achieve better performance [7] - The establishment of a U.S. subsidiary is intended to enhance communication with clients, shorten project development cycles, and improve customer satisfaction [7] - The company is working on biodegradable medical magnesium alloys, with clinical trials expected to begin by the end of this year or early next year, taking approximately 12-18 months for clinical evaluation [8]

证券代码：300328 证券简称：宜安科技 东莞宜安科技股份有限公司投资者关系活动记录表 编号：20150309 | --- | --- | --- | |----------------|---------------------------------|-------------------------------------------------| | | | | | | √ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 | □ 业绩说明会 | | 类别 | □ 新闻发布会 | □ 路演活动 | | | √ 现场参观 | | | | □ 其他 | | | 参与单位名称及 | 一、 | 华泰证券股份有限公司 周毅、张弘 | | 人员姓名 | 二、 | 深圳市前海南方睿泰基金管理有限公司 刘峥、聂丽莎 | | | | 三、南方基金管理有限公司 罗安安、刘树坤、方建 | | | | 四、广发证券资产管理有限公司 闫鸣 | | | 五、中信证券股份有限公司 易智泉 | | | | 六、海通证券股份有限公司 刘博 | | | | 七、国泰君安证券 刘华峰 | | | | 八、招商证 ...

证券代码：300328 证券简称：宜安科技 东莞宜安科技股份有限公司投资者关系活动记录表 编号：20160520 | --- | --- | --- | |----------------|---------------------------------|-------------------------------------------| | | | | | | √ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 | □ 业绩说明会 | | 类别 | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ 其他 | | | 参与单位名称及 | 一、 | 中泰证券股份有限公司 邓柯 | | 人员姓名 | 二、 | 国海证券股份有限公司 李虒 | | | | 三、广东蓝标资产管理有限公司 梁嘉乐 | | | | 四、广东永兆资产管理有限公司 张继东 | | | 五、国信证券股份有限公司 吴伟东 | | | | | 六、海通国际证券股份有限公司 刘维夏 | | | 七、盛盈资本管理有限公司 袁文采 | | | | 八、深圳民森投资有限公司 张庭坚 | | | ...

证券代码：300328 证券简称：宜安科技 东莞宜安科技股份有限公司投资者关系活动记录表 编号：20190726 | --- | --- | --- | |----------------|------------------------|--------------| | | | | | | √ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 | □ 业绩说明会 | | 类别 | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ 其他 | | | 参与单位名称及 | 江海证券有限公司 | 李希 | | 人员姓名 | 长城证券股份有限公司 | 李雪薇、吴轩 | | | 中信建投证券研究发展部 | 秦基栗、俞冰 | | | 广发证券 王亮 | | | | 安信证券 王政 | | | | 太平洋证券 李波 | | | | 东兴证券 刘佳玮 | | | | 申万证券 任慕华 | | | | 中银国际证券研究部 | 高睿婷 | | | 东北证券研究所 | 邱培宇 | | | 中泰证券研究所 | 谢鸿鹤 | | | 东方证券研究所 | 李梦强 | | --- | ...