独立董事关于第三届董事会第十三次会议 相关事项的独立意见 武汉帝尔激光科技股份有限公司 经审核：我们认为，公司编制的《2023 年半年度募集资金存放与使用情况 的专项报告》符合《上市公司监管指引第 2 号——上市公司募集资金管理和使用 的监管要求》、《深圳证券交易所创业板股票上市规则》、《深圳证券交易所上 市公司自律监管指引第 2 号——创业板上市公司规范运作》等相关法律法规的要 求，如实反映了公司 2023 年半年度募集资金实际存放与使用情况，公司对募集 资金进行了专户存储和专项使用，不存在募集资金存放和使用违规的情形。 （以下无正文） （此页无正文，为《武汉帝尔激光科技股份有限公司独立董事关于第三届董 事会第十三次会议相关事项的独立意见》之签字页） 独立董事（签名）： 齐绍洲 王永海 武汉帝尔激光科技股份有限公司（以下简称"公司"）于 2023 年 8 月 16 日召开第三届董事会第十三次会议。根据《中华人民共和国公司法》（以下简称 《公司法》）、《上市公司独立董事规则》、《公司章程》等有关规定，作为公 司独立董事，我们基于实事求是、独立判断的立场和态度，现就公司第三届董事 会第十三次会议的相关事项发表独 ...

Financial Performance - The total operating revenue for 2022 was approximately ¥1.32 billion, with a quarterly breakdown of ¥310.59 million in Q1, ¥354.38 million in Q2, ¥387.80 million in Q3, and ¥271.55 million in Q4[135]. - The net profit attributable to shareholders for the year was approximately ¥310.67 million, with quarterly figures of ¥92.99 million in Q1, ¥122.96 million in Q2, ¥120.44 million in Q3, and ¥74.81 million in Q4[135]. - The net profit after deducting non-recurring gains and losses for the year was approximately ¥391.07 million, with quarterly figures of ¥88.74 million in Q1, ¥118.94 million in Q2, ¥112.69 million in Q3, and ¥70.71 million in Q4[135]. - The cash flow from operating activities for the year was approximately ¥509.66 million, with quarterly figures of ¥22.20 million in Q1, ¥126.02 million in Q2, ¥192.18 million in Q3, and ¥169.25 million in Q4[135]. - The company's operating revenue for 2022 was ¥1,324,311,071.55, representing a 5.37% increase from ¥1,256,791,504.09 in 2021[158]. - Net profit attributable to shareholders for 2022 was ¥411,193,958.44, up 7.92% from ¥381,020,267.65 in 2021[158]. - The cash flow from operating activities for 2022 was ¥509,656,233.90, a significant increase of 114.70% compared to ¥237,380,381.12 in 2021[158]. - Basic earnings per share for 2022 were ¥2.42, reflecting a 7.56% increase from ¥2.25 in 2021[158]. - Total assets at the end of 2022 amounted to ¥4,706,983,904.13, a 25.36% increase from ¥3,754,809,485.86 at the end of 2021[158]. Shareholder Information - The company distributed a cash dividend of 7.50 RMB per 10 shares and increased capital reserves by issuing 6 additional shares for every 10 shares held, resulting in a total increase of 63,763,737 shares[16]. - The company’s total share capital increased to 106,272,896 shares following the rights issue and capital increase[16]. - The top 10 shareholders hold a total of 43,000,000 shares, with the largest shareholder holding 14,195,667 shares[89]. - The controlling shareholder, Li Zhigang, holds 39.94% of the company's shares directly and an additional 2.23% indirectly through Wuhan Suneng, totaling 42.17% control[105]. - The company plans to distribute a cash dividend of 4.70 RMB per 10 shares, based on a total of 170,672,194 shares[113]. - The total number of shares after the issuance of restricted stock for 90 incentive targets will increase from 170,108,708 to 170,670,308 shares[98]. Research and Development - The company’s R&D personnel accounted for 29.07% of the total workforce, reflecting a decrease of 3.74% compared to the previous year[19]. - The company is committed to ongoing research and development in innovative laser technologies to maintain competitive advantage[120]. - The company’s R&D model emphasizes independent innovation, focusing on laser processing equipment and related technologies[171]. - The company holds a total of 229 domestic and international patents, covering key technologies in laser processing and control[176]. - The company has developed advanced technologies for TOPCON, HJT, and other solar cell processes, leading to significant customer orders[176]. Market and Industry Insights - In 2022, China's photovoltaic industry saw significant growth with polysilicon, wafer, cell, and module production reaching 827,000 tons, 357 GW, 318 GW, and 288.7 GW respectively, representing year-on-year increases of 63.4%, 57.5%, 60.7%, and 58.8%[140]. - The manufacturing output value of the photovoltaic sector (excluding inverters) exceeded 1.4 trillion yuan, with a year-on-year growth of over 95%[140]. - The company is positioned as a national high-tech enterprise that integrates laser technology into the photovoltaic solar cell production process, continuing to deepen its involvement in the industry[140]. - The company collaborates with leading international photovoltaic firms such as Longi Green Energy, Trina Solar, and JinkoSolar, enhancing its market presence and technological capabilities[140]. - The photovoltaic industry is expected to face unique cyclical pressures due to rapid technological updates and changing market demands, necessitating continuous innovation and efficiency improvements[140]. Operational Efficiency and Strategy - The company is focusing on the industrialization of advanced solar cell technologies such as TOPCON, HJT, and IBC, as well as perovskite and tandem cell technologies[168]. - The company has achieved breakthroughs in laser technology for various solar cell processes, enhancing conversion efficiency and reducing costs[168]. - The company is committed to providing high-value laser solutions across different solar cell technologies, ensuring adaptability to market trends[168]. - The company has implemented a "sales-driven production" model, adjusting production plans based on customer orders[174]. - The company has established a professional after-sales service team to ensure timely response to customer needs, enhancing customer satisfaction[179]. Financial Health and Ratios - The company's current ratio decreased by 30.86% from 4.99 to 3.45 compared to the end of the previous year[36]. - The net profit after deducting non-recurring gains and losses increased by 8.94% from 35,897.24 million to 39,108.03 million compared to the same period last year[36]. - The asset-liability ratio increased by 4.53% from 38.55% to 43.08% compared to the end of the previous year[36]. - The interest coverage ratio decreased significantly by 56.92% from 31.73 to 13.67 compared to the previous year[36]. - The company's EBITDA to total debt ratio improved from 66.15% to 70.72%, an increase of 4.57%[36]. - The cash interest coverage ratio was reported at 169.09, indicating strong cash flow management[36]. - The company maintained a stable credit rating of AA- for its bonds, with a stable outlook[34]. Compliance and Governance - The company has no significant related party transactions involving deposits, loans, or other financial services with related parties[3]. - The company has no significant contracts or leasing arrangements during the reporting period[4]. - The company has no major guarantees or entrusted cash asset management situations during the reporting period[6]. - The company did not report any violations of regulations during the reporting period[35]. - The audit opinion for Wuhan Dier Laser Technology Co., Ltd. is a standard unqualified opinion, signed on April 25, 2023[64]. - The financial statements fairly reflect the consolidated and parent company financial position as of December 31, 2022, and the operating results and cash flows for the year 2022[66].

证券代码： 300776 证券简称：帝尔激光 武汉帝尔激光科技股份有限公司投资者关系活动记录表 编号：2023-004 | --- | --- | --- | |----------------|-----------------------------------|------------------------------------------------------------| | 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 （2023 | 年湖北辖区上市公司投资者网上集体接待日） | | 参与单位名称及 | 投资者网上提问 | | | 人员姓名 | | | | 时间 | 2023 年 5 月 25 | 日（周四）下午 14:30~16:35 | | 地点 | | 公司通过全景网"投资者关系互动平台"（https://ir.p5w.net）采 | | | 用网络远程的方式参加 | 2023 年湖北辖区上市公司投资者网上集 | | | 体接待日 ...

证券代码：300776 证券简称：帝尔激光 公告编号：2023-031 武汉帝尔激光科技股份有限公司 关于参加 2023 年湖北辖区上市公司 投资者网上集体接待日活动的公告 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。 重要内容提示： · 召开时间：2023 年 5 月 25 日（星期四）14:30-16:35 · 召开地点：全景路演（http://rs.p5w.net）网络平台 · 召开方式：网络文字互动 · 问题征集方式：投资者可于 2023 年 5 月 24 日（星期三）17:00 前访问 https://ir.p5w.net/zj/，进入问题征集专题页面，向本公司提出您关注的问题，公司 将在本次活动上对投资者普遍关注的问题进行回答。 为进一步加强与投资者的互动交流工作，构建和谐投资者关系，持续推动上 市公司高质量发展，武汉帝尔激光科技股份有限公司（以下简称"公司"）将于 2023 年 5 月 25 日（星期四）下午 14:30-16:35 参加由湖北证监局、湖北省上市 公司协会、深圳市全景网络有限公司联合举办的"提高发展质量 切实回报股东" ——20 ...

| 答：您好，感谢您对公司的关注！在泛半导体行业公司的 TGV | | --- | | 微孔技术，IGBT 激光退火，巨量转移，激光剥离等技术在研发 | | 中。公司在半导体装备制造与江城实验室合作，并共建"江城实 | | 验室半导体激光设备研究中心"。谢谢！ | | 4、明年公司盈利会继续提升吗？ | | 答：您好，感谢您对公司的关注！公司持续提升技术领先的优势， | | 并持续扩充产能以实现更好的产品价值。谢谢！ | | 5、来自搜众财经（ID：jscaijing）的提问：1、公司之前发行的 | | 8.4 亿元可转债募资项目进展如何？目前离可转债到期尚有时 | | 间，公司在推动转股方面将做哪些工作？近期是否考虑下修转股 | | 价？2、公司是否欢迎中小投资者来贵行实地调研与高管互动， | | 如近期有调研需求的话，采取何种方式与董秘或证代预约？ | | 答：您好，感谢您对公司的关注！公司可转债的进度详见公司 | | 2022 年年报中第三节部分。公司将严格遵守证券法规和相关指 | | 引文件履行信息披露义务！具体调研需求，可与公司证券部联系， | | 联系电话 027-87922159，欢迎您来电，谢 ...

Shareholder and Stock Information - The number of restricted shares held by Zhu Fan increased from 32,000 to 51,200 shares after the capital increase, with a total of 76,800 restricted shares at the end of the reporting period[2]. - Liu Zhibo's restricted shares increased from 20,000 to 32,000 shares after the capital increase, totaling 48,000 restricted shares at the end of the reporting period[2]. - A total of 561,600 shares were granted to 90 eligible incentive participants under the 2020 restricted stock incentive plan, with 46,800 shares locked for executives[100]. - The total number of ordinary shareholders at the end of the reporting period was 24,780, down from 27,509 at the end of the previous month[104]. - The company’s shareholders included 55.33% of limited sale condition shares and 44.67% of unrestricted shares after the recent changes[112]. - The company’s management has undergone adjustments in the annual transferable shares quota, impacting the number of shares held by executives[120]. - The company’s stock structure has changed significantly due to the issuance of new shares and the conversion of convertible bonds, affecting financial metrics such as earnings per share[118]. - The company reported a total of 47,469,632 unrestricted shares, which accounted for 44.67% of the total shares before the distribution[112]. Financial Performance - The company's operating revenue for 2022 was approximately ¥1.32 billion, representing a 5.37% increase compared to ¥1.26 billion in 2021[62]. - The net profit attributable to shareholders for 2022 was approximately ¥411.19 million, an increase of 7.92% from ¥381.02 million in 2021[62]. - The net profit after deducting non-recurring gains and losses was approximately ¥391.08 million, up 8.94% from ¥358.97 million in the previous year[62]. - Cash flow from operating activities increased significantly by 114.70%, reaching approximately ¥509.66 million compared to ¥237.38 million in 2021[62]. - The total assets at the end of 2022 were approximately ¥4.71 billion, a 25.36% increase from ¥3.75 billion at the end of 2021[62]. - The net assets attributable to shareholders at the end of 2022 were approximately ¥2.68 billion, reflecting a 16.12% increase from ¥2.31 billion in 2021[62]. - The basic earnings per share for 2022 was ¥2.42, an increase of 7.56% from ¥2.25 in 2021[62]. - The diluted earnings per share for 2022 was also ¥2.42, up 8.04% from ¥2.24 in the previous year[62]. - The weighted average return on equity for 2022 was 16.63%, down from 19.02% in 2021[62]. Profit Distribution Policy - The profit distribution policy emphasizes a cash dividend approach, with a minimum of 80% of profits allocated to cash dividends during mature development stages without significant capital expenditures[35]. - The board of directors and supervisory board will consider the opinions of independent directors and public investors in the profit distribution policy decision-making process[35]. - The company will provide online voting options for shareholders during the profit distribution proposal review[41]. - The company aims to ensure continuous and stable returns to investors through an active profit distribution policy[35]. - The company will adjust its profit distribution policy in response to significant adverse impacts from external factors or changes in its operational environment[41]. - The company plans to conduct annual dividends and may propose interim dividends based on funding needs[38]. - The company implemented a 2021 annual profit distribution plan on June 7, 2022, distributing a cash dividend of 7.50 RMB per 10 shares and increasing capital stock by 6 shares for every 10 shares held, resulting in a total increase of 63,763,737 shares[114]. - The company approved a profit distribution plan, distributing a cash dividend of 4.70 RMB per 10 shares (including tax) to all shareholders, based on a total of 170,672,194 shares[185]. - The company will not issue any bonus shares but will increase capital reserves by converting 6 shares for every 10 shares held by shareholders[185]. Corporate Governance and Compliance - The company’s management strictly follows the laws and regulations, ensuring compliance with corporate governance standards[11]. - The company has committed to maintaining independent operations and financial integrity to avoid unnecessary related party transactions[54]. - The company reported no significant related party transactions or asset acquisitions during the reporting period[69][70]. - The company has no non-operating fund occupation by controlling shareholders or related parties during the reporting period[50]. - There were no significant changes in the controlling shareholder or actual controller during the reporting period[146][147]. - The company has no outstanding bonds or debt financing instruments during the reporting period[133][134]. - The company did not engage in any repurchase transactions during the reporting period[125]. Employee and Workplace Environment - The company adheres to relevant laws and regulations, ensuring the protection of employee rights and focusing on employee health, safety, and satisfaction[11]. - The company emphasizes a harmonious work atmosphere and has established a comprehensive performance evaluation system for employees[10]. - The company has committed to improving employee working conditions and providing development opportunities[10]. - The company completed the performance conditions for the second vesting period of the 2020 restricted stock plan, with two senior management personnel meeting personal assessment requirements[2]. - The company’s senior management performance evaluation and incentive mechanism is based on the "Company Senior Management Salary and Performance Management System," which includes a basic annual salary and performance bonuses[2]. Industry and Market Position - The company focuses on precision laser processing solutions, primarily for the photovoltaic industry, providing customized and comprehensive laser processing equipment and services[52]. - The company is actively developing laser processing equipment for high-end consumer electronics, new displays, and integrated circuits[52]. - The company is focusing on the industrialization of advanced solar cell technologies such as TOPCON, HJT, and IBC, as well as perovskite and tandem cell components[106]. - N-type battery technologies are becoming the main production force, with significant improvements in conversion efficiency and lower light-induced degradation[106]. - The company has made breakthroughs in laser technology for various solar cell processes, enhancing conversion efficiency and reducing costs[106]. - The smart manufacturing equipment industry is a key development direction, with the company’s products significantly improving production efficiency and precision[107]. - The photovoltaic industry is rapidly growing, with China leading globally in manufacturing scale and technology levels, contributing to the country's carbon neutrality goals[107]. - The company is actively researching and applying new efficient and low-cost photovoltaic technologies, including intelligent photovoltaic pilot demonstrations[106]. - The company’s laser technology is positioned to support the transition to smart manufacturing, with broad applications across various industries[106]. - The global demand for photovoltaic installations is expected to continue growing, driven by renewable energy strategies and policy support[107]. - The company aims to provide high-value laser solutions across different battery processes, ensuring adaptability to future market trends[106]. - The company achieved a significant growth in the photovoltaic industry, with the production of polysilicon, silicon wafers, battery cells, and modules reaching 827,000 tons, 357 GW, 318 GW, and 288.7 GW respectively, representing year-on-year growth rates of 63.4%, 57.5%, 60.7%, and 58.8%[169]. - The company is positioned as a leader in the micro-nano laser precision processing field, having successfully applied laser technology to various high-efficiency solar cell technologies, including PERC, TOPCON, IBC, HJT, and perovskite[169]. - The global market share for the company's PERC laser ablation and SE laser doping equipment is significantly ahead of competitors, with successful mass production orders in TOPCON and back-contact battery technologies[169]. - The company anticipates that domestic photovoltaic new installations in 2023 will reach between 95 GW and 120 GW, while global new installations are expected to be between 280 GW and 330 GW[169]. - The company has received mass production orders for laser micro-etching equipment used in back-contact batteries, showcasing its technological leadership in the industry[169]. - The company is committed to continuous innovation and expansion into semiconductor, panel display, and consumer electronics sectors to improve profitability and reduce operational risks[169]. Audit and Reporting - The annual report covers the financial period from January 1, 2022, to December 31, 2022[192]. - The domestic accounting firm engaged for auditing services is Lixin Certified Public Accountants, with an audit fee of 500,000 RMB and a continuous service period of 7 years[199].

Financial Performance - The company's revenue for Q1 2023 was CNY 347,593,442.07, representing an increase of 11.91% compared to CNY 310,589,419.97 in the same period last year[9] - Net profit attributable to shareholders for Q1 2023 was CNY 93,489,202.42, a slight increase of 0.54% from CNY 92,987,157.82 year-on-year[9] - Total operating revenue for Q1 2023 was CNY 347,593,442.07, an increase of 11.5% compared to CNY 310,589,419.97 in Q1 2022[21] - The company reported a net profit of CNY 105,643,338.58 for Q1 2023, slightly down from CNY 107,264,084.15 in Q1 2022[32] - The total comprehensive income attributable to the parent company is 92,773,106.44, slightly down from 92,865,474.99 in the previous period[42] - The basic earnings per share remain stable at 0.55, while diluted earnings per share increased from 0.54 to 0.55[42] Cash Flow - The net cash flow from operating activities was negative CNY 16,742,990.01, a decrease of 175.41% compared to CNY 22,204,059.12 in the previous year[9] - Cash inflows from operating activities totaled 369,678,519.91, compared to 205,046,137.08 in the previous period, indicating a growth of approximately 80.0%[48] - The net cash flow from operating activities is -16,742,990.01, a decline from 22,204,059.12 in the previous period[48] - Cash outflows from investing activities amounted to 303,416,548.49, significantly higher than 162,478,389.86 in the previous period[48] - The net cash flow from investing activities is -123,416,548.49, worsening from -11,312,443.73 in the previous period[48] - The cash and cash equivalents at the end of the period are 269,690,548.27, down from 574,917,620.00 in the previous period[48] - The company received 180,000,000.00 in cash related to investment activities, compared to 151,165,946.13 in the previous period[48] Assets and Liabilities - Total assets at the end of Q1 2023 reached CNY 5,015,971,914.93, up 6.56% from CNY 4,706,983,904.13 at the end of the previous year[9] - The total assets of the company rose to CNY 5,015,971,914.93, compared to CNY 4,706,983,904.13 at the beginning of the year[21] - The total liabilities increased to approximately CNY 2.24 billion from CNY 2.03 billion, representing a growth of about 10.5%[39] - The current liabilities rose to approximately CNY 1.44 billion, compared to CNY 1.23 billion, marking an increase of about 17.4%[39] - The company's non-current assets totaled approximately CNY 481.67 million, up from CNY 468.87 million, indicating an increase of about 2.1%[39] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 27,509, indicating a stable shareholder base[13] - The company's total equity attributable to shareholders increased to CNY 2,772,039,836.22 from CNY 2,679,198,814.89[21] - The company's equity capital stood at CNY 170.67 million, slightly up from CNY 170.67 million in the previous period[39] Operational Efficiency - The weighted average return on equity for Q1 2023 was 3.43%, down from 3.95% in the same period last year, a decrease of 0.52%[9] - Total operating costs for Q1 2023 were CNY 249,047,921.68, up 17.6% from CNY 211,752,505.88 in the previous year[21] - Research and development expenses increased by 59.67% to CNY 43,627,120.46, primarily due to investments in new products and processes[32] - The company relocated its main office to a new address in Wuhan in February 2023, which may impact operational efficiency[17] Investments and Growth - The company reported a significant increase in trading financial assets, which rose by 120.00% to CNY 22,000,000.00 from CNY 10,000,000.00[11] - The construction in progress increased by 727.53% to CNY 1,106,281.51, reflecting higher investment in engineering projects during the reporting period[11] - The company is focusing on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[40] - The company’s total revenue and profit figures will be detailed in the upcoming earnings report, with expectations for continued growth in the laser technology sector[40] Inventory and Financial Expenses - Inventory increased significantly to CNY 1,081,090,935.47 from CNY 858,045,189.32, indicating a 26.0% rise[18] - Financial expenses showed a loss of CNY 6,830,628.74, an increase of 33.16% from the previous year[32] - The company's cash and cash equivalents decreased from CNY 419,410,293.95 at the beginning of the year to CNY 297,780,394.65 at the end of the period[18] - The company reported a decrease in other comprehensive income attributable to the parent company, from -121,682.83 to -716,095.98[42] - The company’s intangible assets slightly decreased to approximately CNY 47.88 million from CNY 48.76 million, a decline of about 1.8%[39]

武汉帝尔激光科技股份有限公司（以下简称"公司"）《2022 年年度报告》 及摘要已于 2023 年 4 月 27 日刊登在符合中国证监会指定创业板信息披露网站。 为了方便广大投资者进一步了解公司《2022 年年度报告》内容和经营情况，公 司将于 2023 年 5 月 10 日（星期三）下午 15:00-17:00 在全景网举办 2022 年年度 报告网上业绩说明会。本次年度业绩说明会将采用网络远程方式举行，投资者可 登陆全景网"投资者关系互动平台"（http://rs.p5w.net）参与本次年度业绩说明会。 出席公司本次年度业绩说明会的人员有：董事长兼总经理李志刚先生、董事 兼副总经理段晓婷女士、董事会秘书兼财务负责人刘志波先生、独立董事王永海 先生、保荐代表人梁彬圣先生。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年年度报告业绩说 明会提前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 5 月 9 日（星期二）17:00 前访问 http://ir.p5w.net/zj/进入问题征集专题页 面。公司将在本次网上业绩说明会上，对投资者普遍关注的问题进行回答。 欢迎广 ...

编号：2020-001 证券代码：300776 证券简称：帝尔激光 武汉帝尔激光科技股份有限公司投资者关系活动记录表 | --- | --- | --- | |------------------------------|-------------------------|--------------------------------------------------------| | | | | | 投 资 者 关 | □ | 特定对象调研 □分析师会议 | | 系 活 动 类 | □媒体采访 □业绩说明会 | | | 别 | □ 新闻发布会 □路演活动 | | | | □现场参观 | √ 其他 | | 参 与 单 位 | | 前海人寿张智强、兴全基金李扬、华商基金陈夏琼，中泰证券 | | 名 称 及 人 | | 资管田瑀、弘毅远方樊可、华商基金梁勤之、成泉资本孙宇、 | | 员姓名 | | 长江证券臧雄、方正富邦李卓健、天弘基金涂申昊、中意资产 | | | 刘佳、 | | | | | 中银国际自营闵琳佳、嘉实基金宋阳、长江证券赵智勇等。 | | 时间 | 2020 年 4 月 27 | 日 19：30 ...