立信会计师事务所（特殊普通合伙） 关于《常州祥明智能动力股份有限公司申请 向不特定对象发行可转换公司债券的审核问询函》的回复 信会师函字[2023]第 ZF396 号 深圳证券交易所： 常州祥明智能动力股份有限公司（以下简称"祥明智能"、"公司"或"发行 人"）于 2023 年 6 月 28 日收到贵所下发的《关于常州祥明智能动力股份有限公 司申请向不特定对象发行可转换公司债券的审核问询函》（以下简称"问询 函"），我们对于问询函及反馈回复过程中提到的需要会计师说明或发表意见的 问题进行了认真分析与核查，现根据问询函所涉问题进行说明和答复，具体内 容如下： 问题 1. 发行人 2022 年首次公开发行募集资金净额为 43,766.89 万元，截至 2023 年 3 月 31 日使用募集资金 25,606.53 万元。其中，电机风机扩建项目承诺投资 18,002.08 万元，已使用募集资金仅 469.58 万元；生产基地扩建项目承诺投资 13,578.00 万元，已使用 12,922.63 万元，该项目于 2022 年 5 月 12 日通过竣工验 收，相关在建工程在 2022 年已转入固定资产，但尚未能单独核算 ...

民生证券股份有限公司 关于常州祥明智能动力股份有限公司 向不特定对象发行可转换公司债券 之 上市保荐书 （二次修订稿） 保荐机构（主承销商） 中国（上海）自由贸易试验区浦明路 8 号 二〇二三年八月 常州祥明智能动力股份有限公司向不特定对象发行可转换公司债券 上市保荐书 民生证券股份有限公司（以下简称"民生证券""本保荐机构"）接受常州祥明智能 动力股份有限公司（以下简称"祥明智能""公司"或"发行人"）的委托，担任常州祥明 智能动力股份有限公司向不特定对象发行可转换公司债券（以下简称"本次发行"）的 保荐机构。 民生证券股份有限公司及其保荐代表人根据《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》"）、《证券发行 上市保荐业务管理办法》（以下简称"《保荐业务管理办法》"）、《上市公司证券发行 注册管理办法》（以下简称"《注册管理办法》"）《<上市公司证券发行注册管理办法> 第九条、第十条、第十一条、第十三条、第四十条、第五十七条、第六十条有关规定 的适用意见——证券期货法律适用意见第 18 号》（以下简称"《证券期货法律适用意 见第 18 号》"《深圳证券 ...

北京德恒律师事务所 关于 常州祥明智能动力股份有限公司 向不特定对象发行可转换公司债券的 补充法律意见书（一） 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于常州祥明智能动力股份有限公司 向不特定对象发行可转换公司债券的补充法律意见书（一） 北京德恒律师事务所 关于 常州祥明智能动力股份有限公司 向不特定对象发行可转换公司债券的 补充法律意见书（一） 北京德恒律师事务所 关于常州祥明智能动力股份有限公司 向不特定对象发行可转换公司债券的补充法律意见书（一） 第一部分 律师声明事项 一、本所及本所经办律师依据《公司法》《证券法》《注册管理办法》《上市 规则》《编报规则 12 号》《律师事务所从事证券法律业务管理办法》《律师事务所 证券法律业务执业规则（试行）》等规定及本《补充法律意见书（一）》出具日以 前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用 原则，进行了充分的核查验证，保证本《补充法律意见书（一）》所认定的事实 真实、准确、完整，所发表的结论性意见合法、准确，不存 ...

Financial Performance - The company's revenue for Q1 2023 was ¥153,960,174.37, representing a 3.60% increase compared to ¥148,604,521.73 in the same period last year[5] - Net profit attributable to shareholders was ¥15,717,976.82, up 4.23% from ¥15,079,609.50 year-on-year[5] - The total operating revenue for Q1 2023 was CNY 153,960,174.37, an increase of 3.1% compared to CNY 148,604,521.73 in Q1 2022[21] - The net profit for Q1 2023 reached CNY 15,717,976.82, representing an increase of 4.2% from CNY 15,079,609.50 in Q1 2022[22] - The total comprehensive income for the first quarter of 2023 was CNY 15,741,049.79, compared to CNY 15,066,061.23 in the same period last year, reflecting an increase of approximately 4.48%[23] Cash Flow and Liquidity - The net cash flow from operating activities significantly improved to ¥19,409,187.74, a 604.44% increase from a negative cash flow of ¥3,847,674.25 in the previous year[5] - Cash inflow from operating activities totaled CNY 109,447,386.67, down 15.3% from CNY 129,203,250.63 in the previous year[24] - Cash outflow from operating activities decreased to CNY 90,038,198.93, compared to CNY 133,050,924.88 in the same period last year, marking a reduction of approximately 32.3%[24] - The ending balance of cash and cash equivalents was CNY 169,322,356.33, down from CNY 502,077,057.15 at the end of the previous year, reflecting a decrease of approximately 66.3%[25] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,093,290,531.93, reflecting a 1.96% increase from ¥1,072,247,975.99 at the end of the previous year[5] - The company's total assets as of the end of Q1 2023 amounted to CNY 1,093,290,531.93, compared to CNY 1,072,247,975.99 at the end of Q1 2022, marking a growth of 2.0%[19] - The total liabilities increased to CNY 173,728,565.79 in Q1 2023 from CNY 168,472,624.17 in Q1 2022, indicating a rise of 3.0%[19] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 9,106, with the largest shareholder holding 51.43% of the shares[12] - The total number of shares held by the top 10 unrestricted shareholders amounted to 51,000,000 shares, with the largest shareholder holding 4,754,237 shares[15] - The company has a total of 34,969,576 shares under lock-up, which are set to be released in March 2025[14] Research and Development - Research and development expenses for Q1 2023 were CNY 5,932,066.13, slightly down from CNY 6,136,094.63 in Q1 2022, a decrease of 3.3%[22] Future Plans and Strategies - The company plans to continue expanding its market presence and investing in new product development, although specific details were not disclosed in the report[5] - The company plans to continue its market expansion and product development strategies in the upcoming quarters[15] - The company’s management highlighted the importance of strategic partnerships and potential acquisitions to enhance market presence and technological capabilities[15] Other Financial Metrics - The company's basic and diluted earnings per share both increased to ¥0.23, a rise of 4.55% from ¥0.22 in the same period last year[5] - The weighted average return on equity decreased to 1.72%, down 0.53% from 2.25% in the previous year[5] - Non-recurring gains and losses totaled ¥2,376,124.21, with government subsidies contributing ¥857,659.31 to this amount[6] - The company reported a significant increase in other receivables, which rose by 586.79% to ¥5,565,496.53, primarily due to a new land transaction deposit[10] - The company's trading financial assets increased to 282,149,839.30 CNY from 238,520,902.33 CNY, marking an increase of about 18.3%[17] - Accounts receivable rose to 150,449,050.58 CNY from 142,721,111.76 CNY, reflecting an increase of approximately 5.1%[17] - The company’s prepayments increased significantly to 6,711,210.00 CNY from 3,422,782.74 CNY, indicating a growth of about 96.9%[17] - The company reported a financial income of CNY 362,742.28 in Q1 2023, compared to CNY 34,425.35 in Q1 2022, showing a significant increase[22]

Group 1: Company Overview and Market Position - The company has established a strong presence in the micro-special motor and system integration technology sector, focusing on R&D and innovation [5] - The company has 100 patents registered with the National Intellectual Property Administration, primarily used for product design and development [2] - The company has a stable customer base, including long-term partnerships with listed companies, which contributes to its stable development [6] Group 2: Financial Performance - In 2022, the revenue from the information industry accounted for 15.42% of total revenue, with a year-on-year growth of 11.24% [3][6] - The company anticipates increased orders in the HVACR sector during the summer, following historical trends [5] Group 3: Product Applications and Innovations - The company’s products are applicable in various sectors, including renewable energy, with components for wind and solar energy systems [2][6] - The company provides cooling fans for commercial vehicles and new energy vehicles, contributing to thermal management systems [5] - The company’s products are used in medical equipment, including negative pressure chambers and oxygen machines [8] Group 4: Future Development and Strategy - The company is actively exploring opportunities in the new energy vehicle sector and plans to expand its business in this area [6] - The company emphasizes a strategy focused on core business, expertise, market, and customer resource allocation [3] - The company is committed to maintaining its innovative edge and competitive advantage in the industry [4]

Financial Performance - The company reported a significant increase in revenue, with a year-on-year growth of X% (specific percentage not provided in the content) for the fiscal year 2022[16]. - The company's operating revenue for 2022 was ¥642,680,629.21, a decrease of 12.54% compared to ¥734,857,469.96 in 2021[21]. - The net profit attributable to shareholders for 2022 was ¥64,742,971.37, representing an increase of 3.45% from ¥62,582,592.85 in 2021[21]. - The net cash flow from operating activities surged to ¥84,444,392.06, a significant increase of 854.01% compared to ¥8,851,562.09 in 2021[21]. - The total assets at the end of 2022 reached ¥1,072,247,975.99, marking a 62.52% increase from ¥659,777,993.14 in 2021[21]. - The net assets attributable to shareholders increased by 103.56% to ¥903,775,351.82 from ¥443,990,619.68 in 2021[21]. - The basic earnings per share for 2022 was ¥1.02, down 17.07% from ¥1.23 in 2021[21]. - The company reported a weighted average return on equity of 8.27%, a decrease of 6.89% from 15.16% in 2021[21]. - The company's gross profit margin improved to 20.83%, despite a decrease in operating revenue, due to optimized customer and product structures[85]. - The company's R&D investment amounted to ¥27,005,828.62 in 2022, representing 4.20% of total revenue, an increase from 3.96% in 2021[93]. Market and Industry Trends - The company operates in the micro-special motor and intelligent component manufacturing industry, which is experiencing global growth and diversification[34]. - China accounted for approximately 70% of global micro motor production, with demand expected to reach 14.7 billion units in 2023, up from 13.8 billion in 2021[35]. - The global micro motor market is projected to grow at a compound annual growth rate (CAGR) of 4.10% from 2021 to 2030, reaching a market size of $56.066 billion by 2030[35]. - The demand for micro motors in the information equipment sector is expected to remain stable or see moderate growth, despite potential market saturation[42]. - The demand for micro special motors in vehicles is expected to grow significantly due to the increasing use of electric power steering systems, electronic suspension systems, and other electronic control systems[46]. - The HVACR fan industry in China has seen significant growth, with air conditioning production reaching 22.2473 million units in 2022, a year-on-year increase of 1.8%[49]. - The cleanroom industry is expected to maintain a stable growth trend due to increasing demand from sectors like electronics, pharmaceuticals, and aerospace[55]. Corporate Governance and Management - The company has established a robust internal control system and governance structure to ensure compliance with relevant laws and regulations[147]. - The board of directors consists of 7 members, including 3 independent directors, ensuring compliance with legal and regulatory requirements[150]. - The company has a supervisory board with 3 members, ensuring oversight of major matters and compliance with legal obligations[152]. - The company has maintained a stable governance structure despite the recent changes in leadership, with independent directors and key management personnel continuing their roles[169]. - The company has a structured remuneration policy for its directors and senior management, overseen by the remuneration and assessment committee[177]. - The company has not reported any penalties from securities regulatory agencies for its directors and supervisors in the past three years[176]. Risk Management - The company has outlined potential risks and corresponding mitigation strategies in its future development outlook section[3]. - The company emphasizes the importance of risk awareness among investors regarding forward-looking statements made in the report[3]. - The company faces risks from raw material price fluctuations, particularly for copper and steel, which could negatively impact profitability[134]. - Economic downturns pose risks to the company's operations, affecting logistics and material supply, which could hinder product delivery and increase costs[135]. - The global chip shortage may lead to reduced production capacity for some of the company's products, impacting overall output[136]. - The company has implemented various tools, such as forward foreign exchange contracts, to mitigate the impact of exchange rate fluctuations on its operations[137]. Research and Development - The company is actively investing in R&D, with a focus on new applications in photovoltaic, inverter, and charging pile sectors, achieving breakthroughs in these areas[80]. - The company is developing a second-generation motor application system software aimed at achieving remote monitoring capabilities for 40,000 units of motors[92]. - The company focuses on the research and development of micro-special motors, fans, and intelligent components, relying on independent innovation to enhance product quality, lifespan, stability, and application scenarios[138]. Shareholder Returns - The company plans to distribute a cash dividend of 6 RMB per 10 shares to all shareholders, based on a total of 68,000,000 shares[3]. - The company has a total of 68 million shares outstanding, which is the basis for its profit distribution plan[3]. - The company’s total distributable profit for the year was 226,638,166.82 CNY[194]. - The company proposed a cash dividend of RMB 6.00 per 10 shares, totaling RMB 40.8 million, representing 100% of the profit distribution[195]. Future Outlook - The company aims to become a leading player in the global micro-special motor industry, focusing on technological innovation and increasing R&D investment[120]. - In 2023, the company will concentrate on four core areas: core business, core expertise, core market, and core customers, to adapt to external challenges and opportunities[122]. - The company has identified six major business areas for market expansion, including HVAC equipment, information industry, new energy, cold chain, medical health, and smart equipment[128]. - The company plans to enhance its product offerings by expanding the range of AC, BC, and DC motors, optimizing existing products, and developing new components[123].

常州祥明智能动力股份有限公司 关于举行 2022 年度网上业绩说明会并征集相关问题的公告 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。 常州祥明智能动力股份有限公司（以下简称"公司"）已于 2023 年 3 月 31 日 在巨潮资讯网（www.cninfo.com.cn）上披露了《2022 年年度报告》及其摘要。 为便于广大投资者更深入全面地了解公司 2022 年度经营情况，公司定于 2023 年 4 月 13 日（星期四）15：00-17：00 举行 2022 年度网上业绩说明会。本次业 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）参与本次说明会。 出席本次说明会的人员有：董事长兼总经理张敏先生、董事会秘书兼财务总 监王勤平先生、独立董事祁建云先生、保荐代表人施卫东先生。 为充分尊重投资者，提升公司与投资者之间的交流效率和针对性，公司就 2022 年度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 4 月 12 日（星期三）17:00 前访问 ...

Group 1: Company Development and Strategy - The company has two development phases: the first phase focused on asynchronous motors starting from 1995, and the second phase began in 1999 with brushless DC motors, evolving towards componentization by 2005 [1] - The company is expanding into emerging markets such as new energy vehicles, information communication, energy storage, and healthcare [1] - Future plans include addressing the high-growth potential of the energy storage and inverter industries over the next 2-3 years, with a focus on product technology standardization and ensuring mass supply capabilities [2] Group 2: Inventory and Supply Chain Management - Increased finished goods inventory is attributed to extended shipping times and container shortages, leading customers to increase order volumes and adopt staggered delivery methods [2] - The company has also built up reserves of hard-to-source MCU chips, contributing to longer inventory turnover and higher capital occupation [2] Group 3: Financial Performance and Product Focus - The company aims to increase the revenue share of brushless motors, which have higher profit margins compared to AC motors, as part of its established goals [2] - Despite a decline in overall revenue, the company has managed to maintain profit growth by optimizing its product structure to enhance profitability [2]

证券代码：301226 证券简称：祥明智能 公告编号：2022-039 常州祥明智能动力股份有限公司 2022 年第三季度报告 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： 常州祥明智能动力股份有限公司 2022 年第三季度报告 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记载、误导性陈述或重 大遗漏，并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明：保证季度报告中财务信息的真实、准确、 完整。 3.第三季度报告是否经过审计 □是 否 1 常州祥明智能动力股份有限公司 2022 年第三季度报告 一、主要财务数据 （一） 主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 □是 否 | | 本报告期 | 本报告期比上年同期 | 年初至报告期末 | 年初至报告期末比上 | | --- | --- | --- | --- | --- | | | | 增减 | | 年同期增减 | | 营业收入（元） | 166,046,661.55 | -13. ...

Financial Performance - The company's operating revenue for the first half of 2022 was approximately ¥325.88 million, a decrease of 10.33% compared to ¥363.43 million in the same period last year[24]. - The net profit attributable to shareholders was approximately ¥33.64 million, representing an increase of 16.49% from ¥28.88 million in the previous year[24]. - The net cash flow from operating activities reached approximately ¥16.50 million, a significant increase of 703.02% compared to a negative cash flow of ¥2.74 million in the same period last year[24]. - Total assets at the end of the reporting period were approximately ¥1.09 billion, an increase of 65.23% from ¥659.65 million at the end of the previous year[24]. - The net assets attributable to shareholders increased by 96.53% to approximately ¥872.34 million from ¥443.86 million at the end of the previous year[24]. - The basic and diluted earnings per share remained stable at ¥0.57, unchanged from the previous year[24]. - The weighted average return on equity decreased to 4.95%, down by 2.27% from 7.22% in the same period last year[24]. Cash Flow and Financing - The company reported a profit from investment of $2.27 million, accounting for 6.03% of total profit[58]. - The total amount of raised funds is RMB 437.67 million, with RMB 139.05 million utilized during the reporting period[69]. - The cumulative amount of raised funds utilized is RMB 139.05 million, with RMB 84.28 million allocated to production base expansion and RMB 33.27 million for working capital[69]. - The company has permanently supplemented working capital with RMB 21.50 million from over-raised funds[69]. - The company has not reported any issues or other circumstances regarding the use and disclosure of raised funds[74]. - The company has not engaged in derivative investments or entrusted loans during the reporting period, indicating a conservative financial strategy[79]. Market and Industry Insights - The company focuses on the research, production, and sales of micro-special motors and fans, providing customized and intelligent solutions for various industries[32]. - The micro-special motor industry is experiencing continuous market expansion due to its wide applications in various sectors, including information devices, automotive, household appliances, and medical equipment[42]. - The wind turbine industry has significant downstream applications across multiple sectors, including construction ventilation, HVAC systems, and cleanroom equipment, driven by new urbanization and the development of new energy vehicles[44]. - The global manufacturing center is shifting towards emerging markets, with China becoming a major production base for micro-special motors and wind turbines, attracting international manufacturers[46]. Research and Development - Research and development expenses increased by 5.04% to $13.45 million, indicating a commitment to innovation[53]. - The company is focusing on innovation and technology development, particularly in micro-special motors and intelligent components, to enhance product quality and meet diverse customer needs[87]. - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[160]. Risk Management - The company has emphasized the importance of risk awareness regarding forward-looking statements in the report[4]. - The company faces risks from raw material price fluctuations, particularly for enameled wire and silicon steel sheets, which are closely tied to copper and steel prices[82]. - The company has implemented measures to mitigate risks from exchange rate fluctuations, particularly with revenues settled in euros and dollars[86]. Corporate Governance and Compliance - The company has maintained a strong governance structure, ensuring compliance with relevant laws and regulations to protect shareholder and creditor rights[102]. - The company has not reported any significant litigation or arbitration matters during the reporting period[112]. - The company has not engaged in any non-operating fund occupation by controlling shareholders or related parties[108]. Shareholder Information - The total number of shares increased from 51 million to 68 million after the issuance of 17 million new shares on March 11, 2022[130]. - The company’s shares are 100% held by domestic investors, with 93.07% held by domestic legal entities and 6.93% by foreign investors[130]. - The largest shareholder, Changzhou Xiangxing Information Technology Co., Ltd., holds 51.43% of the shares, totaling 34,969,576 shares[137]. Environmental and Social Responsibility - The company has implemented effective environmental measures, including wastewater treatment through "secondary sedimentation + ultrafiltration" and air pollution control using activated carbon and photocatalytic treatment[101]. - The company emphasizes social responsibility, actively participating in community support and environmental protection initiatives, including sending over 30 volunteers for pandemic relief efforts[104].