本次重组前 12 个月内购买、出售资产情况的核查意见 江苏南大光电材料股份有限公司（以下简称"公司"或"上市公司"）拟通 过发行股份及支付现金的方式向天津南晟壹号企业管理合伙企业（有限合伙）购 买其持有的全椒南大光电材料有限公司 16.5398%股权，同时拟向不超过 35 名特 定投资者发行股份募集配套资金（以下简称"本次交易"）。 根据《上市公司重大资产重组管理办法》（以下简称"《重组管理办法》"）的 规定："上市公司在 12 个月内连续对同一或者相关资产进行购买、出售的，以其 累计数分别计算相应数额。已按照《重组管理办法》的规定编制并披露重大资产 重组报告书的资产交易行为，无须纳入累计计算的范围，但《重组管理办法》第 十三条规定情形除外。交易标的资产属于同一交易方所有或者控制，或者属于相 同或者相近的业务范围，或者中国证监会认定的其他情形下，可以认定为同一或 者相关资产。" 中信建投证券股份有限公司（以下简称"中信建投"、"独立财务顾问"）作 为本次重组的独立财务顾问，对上市公司在本次重组前 12 个月内购买、出售资 产的情况进行核查并发表如下意见： 中信建投证券股份有限公司 关于江苏南大光电材料股份有限 ...

关于暂不召开本次重组相关的股东大会的公告 证券代码：300346 证券简称：南大光电 公告编号：2023-070 债券代码：123170 债券简称：南电转债 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 江苏南大光电材料股份有限公司 江苏南大光电材料股份有限公司（以下简称"公司"）于 2023 年 8 月 28 日召开第 八届董事会第二十四次会议，第八届监事会第二十三次会议，审议通过了《关于<江苏 南大光电材料股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易 报告书（草案）>及其摘要的议案》等与本次重组相关的议案，具体内容详见公司 2023 年8月30日披露于中国证监会指定信息披露网站巨潮资讯网（http://www.cninfo.com.cn） 的相关公告。 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重大资产重 组管理办法》《上市公司证券发行注册管理办法》《深圳证券交易所上市公司自律监管 指引第 8 号-重大资产重组》等法律法规、规章及相关规范性文件的要求，本次重组尚 需经深圳证券交 ...

和《深圳证券交易所上市公司重大资产重组审核规则》 相关规定的核查意见 中信建投证券股份有限公司关于本次交易 江苏南大光电材料股份有限公司（以下简称"南大光电"、"公司"或"上市公司"） 拟通过发行股份及支付现金的方式购买全椒南大光电材料有限公司 16.5398%股权并募 集配套资金（以下简称"本次交易"）。 符合《创业板上市公司持续监管办法（试行）》 中信建投证券股份有限公司（以下简称"中信建投"或"独立财务顾问"）作为南 大光电本次交易的独立财务顾问，对本次交易是否符合《创业板上市公司持续监管办法 （试行）》（简称"《持续监管办法》"）和《深圳证券交易所上市公司重大资产重组 审核规则》（简称"《重组审核规则》"）规定进行了审慎分析，现发表意见如下： 一、本次交易符合《持续监管办法》第十八条及《重组审核规则》第八条的规定 标的公司全椒南大光电材料有限公司（以下简称"标的公司"）主要从事磷烷、砷 烷等电子特气的研发、生产和销售，标的公司主营业务不属于国家产业政策禁止的行业， 符合国家产业政策。根据《国民经济行业分类》（GB/T 4754-2017），标的公司所处行 业为"计算机、通信和其他电子设备制造业（C39 ...

Financial Performance - The company's revenue for Q1 2023 was ¥398,231,644.07, a decrease of 3.12% compared to ¥411,042,492.06 in the same period last year[12] - Net profit attributable to shareholders for Q1 2023 was ¥74,970,381.20, down 7.06% from ¥80,669,614.70 year-on-year[12] - The net profit after deducting non-recurring gains and losses was ¥53,786,829.83, representing a decline of 17.49% compared to ¥65,187,256.58 in the previous year[12] - The company's diluted earnings per share for Q1 2023 was ¥0.14, a decrease of 6.67% from ¥0.15 in the same period last year[12] - Total operating revenue for Q1 2023 was ¥398,231,644.07, a decrease of 3.9% compared to ¥411,042,492.06 in Q1 2022[54] - Operating profit was 104,180,968.14, a decrease from 118,424,515.98, reflecting a drop of approximately 12.0%[55] - Total comprehensive income amounted to 94,798,810.67, compared to 106,777,521.71, indicating a decline of about 11.2%[56] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥5,271,359,455.52, down 0.81% from ¥5,314,564,363.62 at the end of the previous year[5] - The total current assets increased from CNY 502.06 million at the beginning of the year to CNY 645.15 million[25] - The total liabilities decreased from CNY 2.68 billion to CNY 2.54 billion, indicating improved financial stability[29] - Non-current assets totaled ¥2,605,850,326.63, a slight decrease from ¥2,625,116,195.29 in the previous period[51] - The company’s long-term equity investments increased to ¥10,008,589.44 from ¥9,169,488.99, reflecting a strategic focus on investment growth[51] - The company’s short-term borrowings decreased from ¥92,223,545.54 to ¥70,056,221.77, indicating improved liquidity management[51] Cash Flow and Expenses - The net cash flow from operating activities improved significantly to ¥8,452,790.71, compared to a negative cash flow of ¥11,663,777.65 in the same period last year, marking a 172.47% increase[12] - Cash flow from operating activities generated a net inflow of 8,452,790.71, recovering from a net outflow of -11,663,777.65 in the previous period[57] - Cash and cash equivalents at the end of the period increased to 633,211,415.69, up from 441,040,201.98, marking an increase of approximately 43.6%[58] - Management expenses decreased by 46.04% to ¥25,312,303.47, primarily due to reduced insurance costs and performance-based bonuses[16] - Financial expenses rose significantly to 15,056,024.78 from 5,619,051.56, indicating an increase of approximately 167.5%[55] - Research and development expenses were 38,146,342.92, slightly down from 38,315,342.72, showing a decrease of about 0.4%[55] Market and Product Development - The company plans to accelerate the development and industrialization of new products, particularly in metal and silicon precursors[20] - The company aims to expand its market share in the mixed gas market, leveraging its leading position in China's photovoltaic industry[20] - The company is investing in new product development, with a budget allocation of 10 million yuan for R&D[63] - Market expansion plans include entering two new international markets by the end of the year[64] - The company is considering strategic acquisitions to enhance its market position[65] - A new technology initiative aims to improve production efficiency by 20%[63] Future Outlook - Future outlook suggests a projected revenue growth of 30% for the next quarter[65] - The company has set a performance guidance of achieving a net profit margin of 12% for the upcoming quarter[64] - Overall, the company remains optimistic about its growth trajectory in the upcoming fiscal year[65]

Hydrogen-Based Electronic Special Gases - The company's hydrogen-based electronic special gases, including phosphine and arsine, have achieved a purity level of 6N and have seen continuous growth in market share, successfully breaking foreign technological blockades and monopolies[9] - The company's R&D efforts in high-purity special electronic gases have successfully achieved industrialization, contributing to the domestic semiconductor industry's self-reliance and reducing dependency on foreign technologies[9] - The company will focus on hydrogen-based electronic special gases as a key development area[50] Semiconductor Material Costs and Expenses - In 2022, the company's semiconductor material costs were 442,677,603.07 yuan, accounting for 56.04% of the total operating costs, a 3.07% increase compared to 2021[16] - The company's manufacturing expenses for semiconductor materials in 2022 were 248,956,936.00 yuan, accounting for 31.52% of operating costs, a decrease of 3.25% compared to 2021[16] Special Gas Products Performance - The sales revenue of special gas products in 2022 was 1,195,046,944.92 yuan, a 63.46% increase compared to 2021, with a sales gross margin of 48.88%, up 3.87% from the previous year[22] - The production capacity utilization rate of special gas products reached 112.88% in 2022, with a production volume of 9,939,355 KG, exceeding the designed capacity of 8,805,000 KG[22] MO Source Products Performance - The company's MO source products saw a 28.01% increase in sales revenue in 2022, reaching 212,938,693.67 yuan, with a sales gross margin of 40.10%, slightly down by 0.12% compared to 2021[22] - MO source products have achieved a purity level of ≥6N, enabling full-series product supply and customized services, with significant competitive advantages in the market[150] - MO source products are widely used in LED, solar cells, phase-change memory, semiconductor lasers, and RF IC chips, with emerging markets driven by Mini LED display technology[150] - The company has established a comprehensive MO source supply platform integrating R&D, production, and market development, with a leading position in the domestic market[150] - MO source products have achieved import substitution domestically and are exported to regions including Europe, America, and Asia-Pacific[150] - The company has accumulated a stable and high-quality customer base for its MO source products[150] - The company has advanced synthesis, purification, and analysis technologies for MO source products, reaching international standards[150] - MO source products play a critical role in semiconductor lighting, information communication, and aerospace fields[150] Revenue and Profit - The company's direct sales revenue in 2022 was 1,287,266,545.29 yuan, accounting for 62.33% of total revenue, a 3.51% increase compared to 2021[22] - Total revenue for 2022 reached 1,581,230,691.98 yuan, a year-on-year increase of 60.62%[56] - Net profit attributable to shareholders of the listed company in 2022 was 186,732,621.02 yuan, up 37.07% year-on-year[56] - Revenue for Q1 2022 was 411,042,492.06 yuan, Q2 was 436,061,601.33 yuan, Q3 was 412,028,887.30 yuan, and Q4 was 322,097,711.29 yuan[41] - Net profit attributable to shareholders was 80,669,614.70 yuan in Q1, 63,732,011.54 yuan in Q2, 66,791,253.63 yuan in Q3, and -24,460,258.85 yuan in Q4[41] R&D and Innovation - The company's R&D investment in 2022 was 1,303,952,171.84 yuan, a slight increase of 0.14% compared to the previous year[63] - The company plans to establish the Nanda Optoelectronic Materials Research Institute and the Technology Application Innovation Committee to enhance R&D capabilities[96] - The company faces risks from potential technological advancements that could render current products obsolete, but plans to mitigate this through continuous R&D and innovation[32] - The company has successfully developed and industrialized ALD/CVD precursor materials, breaking foreign technology monopolies and covering major categories required for wafer manufacturing[151] - The company has further developed and industrialized multiple precursor materials based on the 02 Special Project experience[151] Market and Industry Trends - The global semiconductor materials market is expected to grow by 8.6% to $69.8 billion in 2022, with China's market reaching $11.93 billion, a 21.9% increase[39] - The global semiconductor precursor market size was approximately 12.6 billion yuan in 2021, and is expected to reach 23.8 billion yuan by 2028, with a compound annual growth rate (CAGR) of 9.4%[75] - China's semiconductor precursor market size reached 590 million USD in 2021, and is projected to grow to 1.156 billion USD by 2028, with a CAGR of 10%[75] - The top three companies in the global semiconductor precursor market in 2021 were Merck, Air Liquide, and SK Materials, collectively holding a 76% market share[75] - The electronic specialty gas market in China was approximately 16.7 billion yuan in 2021, and is expected to grow to 23 billion yuan by 2024, with a CAGR of 10.31%[88] - The global ArF dry and immersion photoresist market was valued at 900 million USD in 2020, accounting for 48% of the market share, and is expected to reach 1.072 billion USD by 2025, with a CAGR of 3.5%[89] - The global ArF immersion photoresist market was valued at 710 million USD in 2020, and is expected to grow to 884 million USD by 2025, with a CAGR of 4.4%[89] - The global MO source market size was approximately $110 million in 2019 and is expected to reach $180 million by 2025, with a compound annual growth rate (CAGR) of 8.3% from 2021 to 2026[127] - The global Mini LED market size is projected to grow from $47 million in 2020 to $2.309 billion by 2024, with a CAGR of 164.12%[127] - The global Micro LED TV market size is expected to increase from $25 million in 2020 to $228 million by 2026, with a CAGR of 44.54%[127] Subsidiaries Performance - The company's subsidiary, Shandong Feiyuan Gas Co., Ltd., reported revenue of 899.44 million yuan and a net profit of 136.53 million yuan in 2022[86] - The company's subsidiary, Quanjiao Nanda Optoelectronic Materials Co., Ltd., reported revenue of 326.57 million yuan and a net profit of 115.84 million yuan in 2022[86] - The company's subsidiary, Ulanqab Nanda Microelectronics Materials Co., Ltd., reported revenue of 255.91 million yuan and a net profit of 45.79 million yuan in 2022[86] Financial and Asset Management - The company's other operating income and expenses in 2022 amounted to 2,050,906.32 yuan, a significant decrease from 8,474,479.98 yuan in the previous year[20] - The company's minority shareholders' equity impact in 2022 was 26,379,279.28 yuan, a substantial increase from 207,783.15 yuan in 2021[20] - Non-current asset disposal gains and losses were -2,904,802.64 yuan in 2022, compared to -1,621,954.58 yuan in 2021 and 59,407,295.27 yuan in 2020[30] - Government subsidies included in current profits were 94,401,898.06 yuan in 2022, up from 80,326,610.26 yuan in 2021 and 27,602,891.25 yuan in 2020[30] - Gains from trading financial assets and liabilities were 18,566,057.90 yuan in 2022, compared to 9,079,080.15 yuan in 2021 and 3,877,753.16 yuan in 2020[30] - Trading financial assets increased to 1,147,855,812.84 yuan in 2022, accounting for 21.60% of total assets, up from 14.61% in 2021[40] - Total assets at the end of 2022 were 5,314,564,363.62 yuan, an increase of 27.92% compared to the end of 2021[56] - The company's total restricted assets at the end of 2022 amounted to 44,811,050.56 yuan, mainly consisting of bank acceptance bill guarantees and mortgage assets[62] - The company raised a total of 149,032.85 million yuan through equity and convertible bond issuances in 2021 and 2022[47] - As of the end of 2022, the company had 45,028.26 million yuan of unused funds from the 2022 convertible bond issuance[64] - Raised a total of RMB 612,999,993.64 through the issuance of 15,290,596 shares at RMB 40.09 per share in 2021, with a net amount of RMB 602,348,978.65 after deducting fees[91] - As of December 31, 2022, RMB 336.6058 million of the raised funds had been utilized, with an unused balance of RMB 288.6903 million[91] Project Investments and Utilization - The photoresist project has utilized RMB 28.4132 million, achieving 18.94% of the planned investment[92] - The expansion project of 2,000 tons/year nitrogen trifluoride production facility has utilized RMB 57.7751 million, achieving 51.95% of the planned investment[92] - The annual production project of 45 tons of semiconductor precursor products has utilized RMB 6.4969 million, achieving 9.28% of the planned investment[92] - The annual production project of 140 tons of high-purity phosphine and arsine expansion and arsine technical transformation has utilized RMB 12.9091 million, achieving 16.14% of the planned investment[92] - The annual production project of 7,200 tons of electronic-grade nitrogen trifluoride in Ulanqab has utilized RMB 180.9903 million, achieving 36.20% of the planned investment[92] Corporate Governance and Leadership - The company held 5 general meetings of shareholders, 10 board meetings, and 10 supervisory board meetings during the reporting period[124] - Yang Min resigned as the company's technical director on January 17, 2022, but continues to serve as the chief scientist[129] - Su Yongqin resigned as the company's financial director on January 17, 2022, but continued to serve as the vice president and board secretary until his resignation on December 31, 2022[129] - Joseph Reiser resigned as a director of the company on August 22, 2022, and no longer holds any position in the company[129] - Yang Min, Technical Director, resigned on January 17, 2022[145] - Su Yongqin, CFO, resigned on January 17, 2022[145] - Yuan Lei appointed as Vice President and Technical Director on January 17, 2022[145] - Lu Zhenxue appointed as Vice President and CFO on January 17, 2022[145] - Lu Zhigang appointed as Vice President on January 17, 2022[145] - Joseph Reiser, Director, resigned on August 22, 2022[145] - Su Yongqin, Vice President and Board Secretary, resigned on December 31, 2022[145] - Chen Huabing, Vice President, has extensive experience in semiconductor technology and national projects[146] - Wu Ling, Independent Director, has significant experience in semiconductor lighting and international alliances[146] - Yuan Lei, Vice President and Technical Director, has over 20 years of experience in semiconductor lithography and process development[149] - The company has established a governance structure consisting of the general meeting of shareholders, the board of directors, the supervisory board, and the senior management team, ensuring clear responsibilities and mutual checks and balances[124] - The company's Board of Directors held eight meetings in 2022, with resolutions published on the official website[168] - The company's directors, supervisors, and senior management received compensation based on the company's remuneration scheme, with payments made as per the listed amounts[178] Employee and Talent Management - The company implemented a comprehensive welfare system including social insurance, housing provident fund, company benefits, and union benefits to retain and attract talent[180] - The 2022 training plan focused on improving employee skills and overall quality, covering various modules such as R&D, precision production, sales, and management[180] - Total number of employees at the end of the reporting period: 1,293[200] - Number of production personnel: 838[200] - Number of technical personnel: 260[200] - Number of employees with a master's degree or higher: 76[200] - Number of employees with a bachelor's degree: 369[200] - Number of employees with a college diploma: 438[200] - Number of employees with a secondary school diploma or below: 410[200] - Number of sales personnel: 51[200] - Number of financial personnel: 40[200] - Number of administrative personnel: 104[200] Profit Distribution and Dividends - The company proposed a cash dividend of RMB 0.50 per 10 shares (tax included) and a capital reserve transfer of 3 shares per 10 shares[184] - The total cash dividend for the year was RMB 38,059,178.50, accounting for 100% of the total profit distribution[192] - The company's profit distribution plan and capital reserve transfer plan are consistent with the company's articles of association and dividend management regulations[189] - The company's profit distribution policy, especially the cash dividend policy, was formulated and implemented during the reporting period[181] - The company's profit distribution plan met the requirements of the articles of association and the general meeting of shareholders, with clear and transparent standards and procedures[190] Risk Management and Internal Control - The company faces risks related to core technology leakage and loss of key technical personnel[119] - The company's large accounts receivable balance is managed through strict credit control and collection efforts, with a focus on maintaining a high-quality customer base[33] - The company faces management risks due to the continuous expansion of its business scale and the need for improved organizational structure and management models[113] - The company's internal control system was established and implemented effectively during the reporting period[186] Investor Relations and Communication - The company's performance in the first half of 2022, including key R&D project progress, overseas sales, and new product application development, was discussed with 42 domestic institutions[114] - The company's performance in the first three quarters of 2022, future main growth points, and product applications in the photovoltaic field were discussed with 20 domestic and international institutions[114] - The company's expansion plans, market conditions of main products, and progress of key R&D projects were discussed with 5 domestic institutions[114] - The company's performance growth, future business layout, progress of key R&D projects, and refinancing project progress were discussed with investors during the 2021 online performance briefing[114] - The company's product application areas, future performance growth points, development strategies, and goals were discussed with 2 domestic institutions[114] - The company's performance contribution from fluorine-based electronic special gases, future development plans, expansion plans, and progress of key R&D projects were discussed with 2 domestic institutions[114] - The company's new product development, progress of key R&D projects, and equity incentive situation were discussed with 3 domestic and international institutions[114] - The company's performance, project R&D and industrialization, and business strategy were discussed with 18 domestic institutions[114] - The company held five temporary shareholders' meetings in 2022, with investor participation rates ranging from 27.61% to 29.68%[160] Equity Incentives and Compensation - The company's total equity incentive grants amounted to 29,994,560 shares, with a total value of 39,523,328[117] - The Board of Directors' Compensation and Assessment Committee reviewed and approved the 2022 Restricted Stock Incentive Plan and related management measures[188] - The company will accelerate the implementation of equity incentives to improve the management and incentive mechanisms for the career partner team[109] Strategic Development and Expansion - The company is exploring new technologies and product areas in the semiconductor industry through a "CEO" growth plan[43] - The company aims to accelerate the construction of a group-based sales platform, expand into high-end application markets, and enhance overseas market penetration[78] - The company plans to accelerate the construction of information systems and establish a data center to improve supply chain management[54] - The company has mastered the research and production of various high-purity electronic materials, especially high-purity metal compounds, which are critical raw materials for ALD and CVD thin film deposition processes[143] - The semiconductor material industry is entering an unprecedented strategic opportunity period due to global capacity shifting to China and domestic market traction[139] Shareholder and Board Activities - Zhang Xingguo, the Vice Chairman, held 27,620,400 shares at the beginning of the period and increased his holdings by 8,286,120 shares, resulting in a total of 35,906,520 shares at the end of the period[160] - Jiang Tian, born in 1979, has been the Chairman of the Supervisory Committee since September 2021, with a background in electronic science and engineering from Nanjing University[161] - Yin Jiankang serves as the Chairman and General Manager of Nanjing University Capital Operation Co., Ltd., and has been in this position since April 6, 2021[163] - The company's directors actively participated in board meetings and provided valuable suggestions for the company's development[198]

证券代码：300346 证券简称：南大光电 公告编号：2023-021 债券代码：123170 债券简称：南电转债 江苏南大光电材料股份有限公司 关于举行2022年度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。 欢迎广大投资者积极参与本次业绩说明会。 特此公告。 江苏南大光电材料股份有限公司 董事会 2023年3月18日 江苏南大光电材料股份有限公司（以下简称"公司"）《2022年年度报告》 及其摘要已于2023年3月18日刊登于中国证监会指定创业板信息披露网站巨 潮资讯网（www.cninfo.com.cn）。 为使广大投资者进一步了解公司经营情况，公司定于2023年3月28日（星 期二）下午 15:00-17:00 在全景网举办2022年度网上业绩说明会，本次年度 业绩说明会将采取网络远程的方式举行，投资者可登录全景网"投资者关系 互动平台"（https://ir.p5w.net）参与本次年度业绩说明会。 出席公司2022年度网上业绩说明会的人员有：公司董事长冯剑松先生、 总经理王陆平先生、财务总监陆振学先生（代行董事会秘书职责）、 ...

编号：2015-01 证券代码：300346 证券简称：南大光电 江苏南大光电材料股份有限公司投资者关系活动记录表 | --- | --- | --- | |----------------|---------------------|-------------------------------------------------------| | | | | | 投资者关系活动 | √ 特定对象调研 | □ 分析师会议 | | 类别 | □ 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 | | 齐鲁证券 杜威 申万宏源 宋涛 邹兰兰 SMC 中国基 | | 人员姓名 | 金 侯大为 | | | 时间 | 2015 年 06 月 | 02 日 10：00 | | 地点 | 公司会议室 | | | 上市公司接待人 | 张建富 司岩 | | | 员姓名 | | | | 投资者关系活动 | 1 、 | 公司基本情况介绍 | | 主要内容介绍 | | 江苏南大光电材料股份有限公司 ...