证券简称：全志科技 证券代码：300458 上海荣正企业咨询服务（集团）股份有限公司 关于 珠海全志科技股份有限公司 2020年限制性股票激励计划第二类限制性股票 预留授予部分第二个归属期归属条件 成就相关事项 之 独立财务顾问报告 2024年5月 | 一、释义 3 | | --- | | 二、声明 4 | | 三、基本假设 5 | | 四、本激励计划授权与批准 6 | | 五、独立财务顾问意见 9 | | （一）本激励计划第二类限制性股票预留授予部分第二个归属期归属条件成就情况 .9 | | （二）本次归属的具体情况 10 | | （三）结论性意见 11 | | 六、备查文件及咨询方式 12 | | （一）备查文件 12 | | （二）咨询方式 12 | （一）本独立财务顾问报告所依据的文件、材料由全志科技提供，本计划所涉及 的各方已向独立财务顾问保证：所提供的出具本独立财务顾问报告所依据的所有文件 和材料合法、真实、准确、完整、及时，不存在任何遗漏、虚假或误导性陈述，并对 其合法性、真实性、准确性、完整性、及时性负责。本独立财务顾问不承担由此引起 的任何风险责任。 （二）本独立财务顾问仅就本次限制性股票激 ...

珠海全志科技股份有限公司 2023 年度权益分派实施公告 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。 珠海全志科技股份有限公司(以下简称"公司")，2023年度权益分派方案已 获2024年4月22日召开的2023年度股东大会审议通过，现将权益分派事宜公告如 下： 一、股东大会通过权益分配方案的情况 证券代码：300458 证券简称：全志科技 公告编号：2024-0425-001 除权除息日为：2024年5月6日。 1.公司2023年度股东大会审议通过的利润分配方案为：以公司现有总股本 631,749,692股为基数，向全体股东每10股派发现金股利人民币1.50元（含税）， 合计派发现金股利人民币94,762,453.80元（含税），不送红股，不进行资本公 积金转增股本。剩余未分配利润转结至以后年度。 本次利润分配预案公布后至实施权益分派前，如公司总股本发生变动的，将 按照每股分配比例不变的原则，对分配总额进行调整。 2.公司自利润分配预案披露至实施期间公司股本总额未发生变化。 3.本次实施的分配方案与股东大会审议通过的分配方案及其调整原则一致。 4.本次实 ...

Financial Performance - The company's revenue for Q1 2024 reached ¥409,514,283.15, representing a 71.67% increase compared to ¥238,547,790.02 in the same period last year[5] - Net profit attributable to shareholders was ¥49,087,393.65, a significant turnaround from a loss of ¥41,462,137.06, marking a 218.39% increase year-over-year[5] - The net profit after deducting non-recurring gains and losses was ¥17,359,256.76, compared to a loss of ¥58,407,579.85 in the previous year, reflecting a 129.72% improvement[5] - The company's basic earnings per share increased to ¥0.08 from a loss of ¥0.07, representing a 214.29% increase[5] - Total operating revenue for the current period reached ¥409,514,283.15, compared to ¥238,547,790.02 in the previous period, representing an increase of approximately 71.5%[25] - Operating profit for the current period is 47,462,419.77, a significant recovery from an operating loss of 41,356,386.43 in the previous period[33] - Total comprehensive income for the current period is 55,311,813.44, compared to a total comprehensive loss of 41,711,301.12 in the previous period[36] - Basic and diluted earnings per share for the current period are both 0.08, compared to a loss per share of 0.07 in the previous period[36] Assets and Liabilities - Total assets at the end of Q1 2024 were ¥3,642,710,347.68, up 3.13% from ¥3,532,312,526.95 at the end of the previous year[5] - Current assets totaled ¥2,613,636,875.70, an increase from ¥2,428,610,417.87, reflecting a growth of approximately 7.6%[24] - Non-current assets decreased to ¥1,029,073,471.98 from ¥1,103,702,109.08, showing a decline of about 6.7%[24] - Total liabilities amounted to ¥619,295,935.55, compared to ¥569,404,328.26 in the previous period, marking an increase of approximately 8.8%[25] - Total equity attributable to shareholders reached ¥3,023,414,412.13, up from ¥2,962,908,198.69, reflecting a growth of about 2.0%[25] Cash Flow - The net cash flow from operating activities improved significantly to -¥5,351,756.98, a 97.52% reduction in losses compared to -¥216,186,550.18 in Q1 2023[13] - Cash inflow from operating activities reached 583,198,840.10, significantly higher than 340,965,047.52 in the previous period[37] - Cash inflow from investment activities totaled $636.93 million, significantly higher than $181.55 million in the prior period[41] - The net cash outflow from investment activities was -$55.59 million, slightly better than -$57.58 million previously[41] - Cash inflow from financing activities amounted to $171.05 million, compared to $390.57 million in the previous period[41] - The net increase in cash and cash equivalents was $19.63 million, down from $68.43 million previously[41] Shareholder Information - The total number of common shareholders at the end of the reporting period is 74,238[14] - The top 10 shareholders hold a combined 38.77% of the shares, with Zhang Jianhui holding 8.72% (55,095,389 shares) and Ding Ran holding 7.86% (49,654,879 shares)[14] - The company has a total of 41,321,542 shares under pledge or restriction for Zhang Jianhui[14] - The report indicates that the top shareholder, Gong Hui, holds 6.38% (40,323,170 shares) of the company[17] - The total number of shares held by the top 10 unrestricted shareholders is 127,900, accounting for 0.02% of the total share capital[21] - The company has seen changes in shareholder structure, with China Bank exiting the top 10 list[21] - The total number of shares held by Hong Kong Central Clearing is 19,715,214, representing 3.12% of the total shares[17] Operational Highlights - The company reported a substantial increase in fair value gains, reaching ¥22,007,940.40, compared to only ¥61,130.14 in the previous year, a growth of 35901.78%[11] - The company received government subsidies amounting to ¥13,650,288.24 during the quarter, contributing to the overall financial performance[7] - Research and development expenses increased to 119,991,681.13, up from 114,727,853.36 year-over-year[33] - The company has not disclosed any new strategies or product developments in this quarter[22] - The company has not reported any significant changes in shareholder relationships or actions during the reporting period[22] Other Financial Metrics - The weighted average return on equity improved to 1.64% from -1.41% in the same period last year[5] - The company reported a decrease in accounts receivable from ¥55,862,561.94 to ¥42,552,095.32, a reduction of about 23.7%[27] - The company has increased its trading financial assets from ¥81,856,000.00 to ¥185,723,433.89, representing a significant increase of approximately 126.3%[27] - The company’s deferred income tax liabilities were recorded at ¥47,692,009.26, slightly down from ¥49,441,937.19, indicating a decrease of about 3.6%[25] - The company recorded a financial expense of -12,788,359.87, which is an increase from -6,917,026.96 in the previous period[33] - The company reported a tax expense of 1,628,610.74, contrasting with a tax benefit of 118,058.80 in the previous period[33] - Other comprehensive income after tax for the current period is 6,224,419.79, compared to a loss of 249,164.06 in the previous period[33]

证券代码：300458 证券简称：全志科技 公告编号:2024-0422-001 特别提示： 1.本次会议召开期间无增加、否决或变更提案情况发生。 2.本次股东大会未涉及变更以往股东大会决议的情形。 3.本次股东大会以现场表决与网络表决相结合的方式召开。 一、会议的召开和出席情况 （一）会议召开情况 1.会议通知情况：公司董事会于2024年3月30日以公告方式向全体股东发 出召开2023年度股东大会的通知。 珠海全志科技股份有限公司 2023年度股东大会决议公告 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、误导性陈述或者重大遗漏。 2.会议时间： （1）现场会议召开时间：2024年4月22日(星期一)14：00时； （2）网络投票时间：2024年4月22日，其中：①通过深圳证券交易所交易系 统进行网络投票的时间为：2024年4月22日9:15—9：25，9：30—11:30和13:00 —15:00；②通过深圳证券交易所互联网系统投票的具体时间为：2024年4月22 日9:15-15：00的任意时间。 3.现场会议召开地点：广东省珠海市高新区唐家湾镇科技二路9号116会议 室。 ...

广东信达律师事务所 股东大会法律意见书 中国深圳福田区益田路6001号太平金融大厦11、12层 邮政编码：518038 11&12/F, TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA 电话(Tel.)：(86 755)88265288 传真(Fax.)：(86 755)88265537 电子邮件(Email)：info@sundiallawfirm.com 网址(Website)：www.sundiallawfirm.com 关于珠海全志科技股份有限公司 2023年度股东大会的 法律意见书 信达会字[2024]第076号 致：珠海全志科技股份有限公司 广东信达律师事务所（以下简称"信达"）接受珠海全志科技股份有限公司（以 下简称"公司"）委托，指派信达律师出席公司2023年度股东大会（以下简称"本次 股东大会"），对本次股东大会的合法性进行见证，并出具本《广东信达律师事 务所关于珠海全志科技股份有限公司2023年度股东大会的法律意见书》（以下简 称"《股东大会法律意见书》"）。 本《股东大会法律意见书》系根据 ...

Investment Rating - The investment rating for the company is maintained at Buy-B [2] Core Views - The company is expected to turn a profit in Q1 2024, with a projected net profit of 42 million to 55 million yuan, compared to a loss of 41.46 million yuan in the same period last year [2] - Revenue for Q1 2024 is anticipated to exceed 406 million yuan, reflecting a year-on-year growth of over 70% [2] - The recovery in demand and platform upgrades are seen as key drivers for the company's growth [2] Financial Performance Summary - Revenue (in million yuan): - 2022A: 1,514 - 2023A: 1,673 - 2024E: 2,279 (YoY growth of 36.2%) - 2025E: 2,844 - 2026E: 3,515 [5] - Net Profit (in million yuan): - 2022A: 211 - 2023A: 23 - 2024E: 180 (YoY growth of 685.1%) - 2025E: 371 - 2026E: 547 [5] - Gross Margin: - 2022A: 38.3% - 2023A: 32.4% - 2024E: 34.0% - 2025E: 37.0% - 2026E: 38.0% [5] Growth Drivers - The company is benefiting from the recovery in downstream demand, particularly in sectors like cleaning robots, industrial applications, and automotive, as well as the trend of domestic chip substitution [2] - The company has invested in advanced process chip research and development, leading to improved performance and reduced power consumption [2] - The upgrade of product platforms is expected to drive continuous revenue growth [2]

投资者关系活动记录表 证券代码：300458 证券简称：全志科技 珠海全志科技股份有限公司 | 新产品、新方案的研发。具体研发项目和成果，请留意年报的相关章节 | | --- | | 内容。 | | 4.问：全志科技 2023 年度实现了营业收入的增长，请问主要原因是 | | 什么？这种增长是否具有持续性，公司有哪些策略来保持这一趋势？ | | 答：您好！公司坚持在新技术、新芯片、新应用上持续高强度投入， | | 公司推出一系列新芯片产品及解决方案，拓展了公司的应用版图，带动 | | 了营业收入增长。公司将把握行业发展机会，提升经营业绩。 | | 5.问：公司在研发方面的投入策略是什么？是否有计划推出创新产 | | 品或技术，以提升市场竞争力？ | | 答：您好：我们将围绕公司主营业务和核心技术方面持续坚定投入， | | 并通过技术创新提升产品竞争力。 | | 6.问：公司积极拓展产品在工业、汽车、消费等应用领域的落地， | | 请问在这些领域的具体战略是什么？是否有新的产品或技术即将推出？ | | 答：您好！公司会持续围绕这些领域的核心技术和主流产品进行技 | | 术创新与产品升级，以满足各领域产品不断发展 ...

Investment Rating - The investment rating for the company has been upgraded from "Hold-B" to "Buy-B" [2][8] Core Insights - The company is expected to achieve revenue of 3.515 billion yuan in 2026, with adjusted net profits for 2024 and 2025 being 180 million yuan and 371 million yuan respectively, and a projected net profit of 547 million yuan in 2026 [2] - The corresponding PE ratios for 2024, 2025, and 2026 are projected to be 67.8 times, 32.9 times, and 22.3 times respectively [2] - The current market capitalization is 12.218 billion yuan, with a PS ratio of approximately 5.35 times, which is lower than the average PS of 8.91 times over the past five years [2] - The demand recovery, platform upgrades, and the rise of edge AI present significant growth opportunities for the company [2] Financial Performance Summary - The company reported a revenue of 1.673 billion yuan in 2023, an increase of 10.5% year-on-year, while the net profit attributable to shareholders was 23 million yuan, a decrease of 89.1% year-on-year [3] - The projected revenues for 2024 and 2025 are 2.279 billion yuan and 2.844 billion yuan, representing year-on-year growth rates of 36.2% and 24.8% respectively [3] - The gross profit margin is expected to stabilize around 38% by 2026, with a net profit margin projected to reach 15.6% [3] - The company’s EPS is forecasted to increase from 0.04 yuan in 2023 to 0.87 yuan in 2026 [3] Market and Industry Context - The semiconductor industry is anticipated to recover, with a projected global market growth rate of 13.1% in 2024, reaching a record scale of 588.4 billion USD [8] - The company is actively investing in advanced chip research and development, focusing on self-developed analog and digital IP to enhance product competitiveness [8] - The rise of AI applications in mobile devices is expected to drive demand for edge computing solutions, which aligns with the company's strategic focus [8]

Investment Rating - The report maintains a "Recommended" rating for the company, with a current price of 19.41 CNY [11]. Core Insights - The company has shown steady revenue growth, with a 10.49% increase in total revenue for 2023, amounting to 1.673 billion CNY. However, the net profit attributable to shareholders decreased by 89.12% to 22.96 million CNY [10][11]. - The company is focusing on research and development, launching new chip products and solutions across various sectors, which is expected to drive future growth [10]. - The company is actively participating in the AI wave, with product upgrades in smart industrial, robotics, home appliances, and visual technology sectors [10]. - Strategic partnerships with major clients like Xiaomi, Tencent, and Alibaba are being leveraged to enhance product offerings and market presence [10]. Financial Summary - Projected revenues for 2024, 2025, and 2026 are 2.16 billion CNY, 2.77 billion CNY, and 3.49 billion CNY, respectively, with growth rates of 29.1%, 28.1%, and 26.1% [2][10]. - The net profit attributable to shareholders is expected to rebound significantly, with projections of 154 million CNY in 2024, 286 million CNY in 2025, and 394 million CNY in 2026, reflecting growth rates of 570.5%, 85.5%, and 37.8% [2][10]. - The company's PE ratio is projected to decrease from 534 in 2023 to 31 by 2026, indicating improved valuation as earnings grow [2][10].

Government Subsidies and Financial Performance - Government subsidies accounted for over 30% of the total profit for the reporting period, highlighting the strategic importance of the integrated circuit industry [3]. - The company aims to enhance its technological capabilities to mitigate the impact of fluctuations in government subsidies on its performance [4]. - The company is focused on industrialization outcomes to further improve operational performance and reduce reliance on government support [4]. - The company received government subsidies amounting to CNY 19,125,472.61 in 2023, a decrease from CNY 72,749,165.66 in 2022 [47]. - The company faces uncertainty regarding its ability to continue as a going concern, as indicated by the audit report for the most recent year [44]. Revenue and Profitability - The company's operating revenue for 2023 was CNY 1,672,993,031.36, representing a 10.49% increase compared to CNY 1,514,132,177.25 in 2022 [43]. - The net profit attributable to shareholders for 2023 was CNY 22,962,876.70, a significant decrease of 89.12% from CNY 211,059,746.57 in 2022 [43]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 7,069,171.73, down 93.53% from CNY 109,397,837.17 in 2022 [43]. - The net cash flow from operating activities improved to CNY 188,348,768.65, a 750.17% increase from a negative CNY 28,969,185.02 in 2022 [43]. - The total assets at the end of 2023 were CNY 3,532,312,526.95, reflecting a decrease of 0.79% from CNY 3,558,993,564.05 at the end of 2022 [43]. - The net assets attributable to shareholders at the end of 2023 were CNY 2,962,908,198.69, a slight increase of 0.18% from CNY 2,957,688,175.24 at the end of 2022 [43]. - The company reported a basic earnings per share of CNY 0.04 for 2023, down 88.24% from CNY 0.34 in 2022 [43]. Market Trends and Industry Insights - The semiconductor industry achieved a sales revenue of $526.8 billion in 2023, a decrease of 8.20% compared to the historical high of $574.1 billion in 2022, but the fourth quarter sales surged to $146 billion, marking an 11.60% increase year-over-year [71]. - The global semiconductor market is projected to grow by 13.10% in 2024, reaching a record size of $588.4 billion [71]. - The industrial chip market is experiencing robust growth due to continuous technological innovation and the smart upgrade of industrial equipment, with applications expanding from sensor chips to control and processor chips [72]. - The consumer electronics, industrial intelligence, and automotive intelligence chip markets are all showing positive growth trends in 2023, with expectations for continued rapid growth driven by technological advancements and market expansion [73]. Technological Advancements and R&D - The company is focusing on enhancing its chip performance and reliability to meet the growing demand in the automotive sector driven by electrification and intelligence trends [52]. - The company continues to invest heavily in new technologies and chip products to expand its application landscape [63]. - The company has developed four technology platforms to enhance R&D delivery capabilities and accelerate product iteration speed, including SOC design platforms and various IP technologies [77]. - The company is actively participating in the RISC-V architecture ecosystem, with multiple product lines already utilizing RISC-V architecture CPUs in mass production [83]. - The company has achieved significant advancements in core technology R&D, focusing on SOC and video solutions, leading to improved chip integration and performance [85]. - The new AI-ISP noise reduction technology has been rapidly mass-produced, achieving 2x to 4x sensitivity improvement under low NPU computing power [86]. - The company has launched a high-performance octa-core cockpit chip to meet the high-performance requirements of customers in the automotive sector, entering the product development phase with targeted clients [88]. - The company has introduced the A523/A527 series high-end octa-core architecture platform for high-end tablets, gaining recognition from numerous domestic and international brands [92]. Strategic Partnerships and Collaborations - The company has established strategic partnerships with industry leaders such as Xiaomi, Tencent, and Alibaba, focusing on AI voice and vision applications [95]. - The company has received the highest level ASIL D certification for functional safety management from TÜV Rheinland, enhancing its capabilities in automotive-grade applications [95]. - The company has established strategic partnerships with several industry leaders, ensuring high-quality delivery and recognition in the smart automotive electronics and industrial control markets [113]. Quality Management and Compliance - The company is committed to continuous improvement in quality management, having received multiple quality honors, including "National Semiconductor Industry Quality Leading Brand" [95]. - The company adheres to the disclosure requirements of the Shenzhen Stock Exchange regarding integrated circuit business, ensuring compliance with industry regulations [74]. - The company has maintained a stable internal control environment, with no major deficiencies reported in the financial audit [175]. - The company has not faced any administrative penalties related to environmental issues during the reporting period, demonstrating compliance with environmental regulations [179]. Corporate Governance and Social Responsibility - The company has actively engaged in corporate social responsibility, focusing on economic and social benefits, and has created job opportunities while ensuring tax compliance [181]. - The company has committed to avoiding any direct or indirect competition with its business operations, ensuring compliance with commitments made during the IPO process [184]. - The company continues to focus on enhancing its operational efficiency and expanding its market presence while adhering to regulatory requirements [181]. Bad Debt Provisions and Financial Health - The total provision for bad debts at the end of the period is CNY 3,242,913.74, an increase from CNY 3,179,810.63 at the beginning of the period, reflecting a change of CNY 63,103.11 [197]. - The provision for bad debts was calculated based on the expected credit loss model, with CNY 40,984.79 in the first stage, CNY 7,908.12 in the second stage, and CNY 3,130,917.72 in the third stage as of January 1, 2023 [197]. - The company recorded a provision of CNY 63,103.11 during the current period, with significant movements in the bad debt provision balance [197]. - The overall strategy includes maintaining a robust provision for bad debts to mitigate credit risk exposure [197].