北京金诚同达（西安）律师事务所 关于 陕西华达科技股份有限公司 北京金诚同达（西安）律师事务所 法律意见书 北京金诚同达（西安）律师事务所 关于陕西华达科技股份有限公司 2024 年年度股东会的 法律意见书 （2025）JTN（XA）意字第 0520103 号 陕西省西安市高新区锦业路 12 号迈科商业中心 25 楼 电话：029-81129966 传真：029-81121166 本所律师声明： 1. 本所律师仅就本次股东会的召集、召开程序，出席会议人员的资格、召 集人资格，会议的表决程序、表决结果的合法性发表意见，不对本次股东会所审 议的议案内容及该等议案所表述的事实或数据的真实性、准确性和完整性发表意 见； 2. 本所律师已经按照《股东会规则》的要求，对本次股东会所涉及的相关 事项进行了核查和验证，所发表的结论性意见合法、准确，不存在虚假记载、误 导性陈述或者重大遗漏，并承担相应法律责任； 1 2024 年年度股东会的 法律意见书 （2025）JTN（XA）意字第 0520103 号 致：陕西华达科技股份有限公司 北京金诚同达（西安）律师事务所（以下简称"本所"）接受陕西华达科技 股份有限公司（以下简称" ...

Group 1: Investor Relations Activities - The investor relations activities included specific object research and participation from various individual investors and institutions [2][3][4] - Notable participants included representatives from Huatai Securities, China International Capital Corporation, and several private equity firms [3][4] Group 2: Company Performance and Orders - The company reported a flat overall order performance in January and February, with a positive recovery trend observed from March onwards [4] - The commercial aerospace sector has completed order deliveries, and the company is planning capacity expansion in this area [4][5] Group 3: Competitive Advantages - The company is one of the earliest manufacturers of electrical connectors in China, with a rich technical foundation dating back to the Dongfanghong satellite [5] - It aims to transition from a single component supplier to a comprehensive solution provider by leveraging its technological advantages in aerospace and defense [5] Group 4: Product Delivery and Market Response - The company has optimized order production and increased automation to enhance delivery capabilities [5] - It is closely monitoring international developments and adjusting production capacity to meet the demands of major military clients [5]

陕西华达科技股份有限公司（以下简称"公司"或"陕西华达"）董 事会近日收到公司证券事务代表吴润田女士提交的书面辞职报告，其 因个人原因申请辞去公司证券事务代表职务，辞职报告自送达董事会 之日起生效。吴润田女士辞职后将不再担任公司任何职务，其辞职不 会影响公司相关工作的正常开展。 截至本公告日，吴润田女士未持有公司股份，亦不存在应当履行 而未履行的承诺事项。吴润田女士在任职期间恪尽职守、勤勉尽责， 公司及公司董事会对其在任职期间为公司发展所做出的贡献表示衷 心感谢！ 公司将根据《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》 等相关规定，尽快聘任符合任职资格的人员担任证券事务代表。 特此公告。 陕西华达科技股份有限公司董事会 证券代码：301517 证券简称：陕西华达 公告编号：2025-015 陕西华达科技股份有限公司 关于公司证券事务代表辞职的公告 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。 2025 年 5 月 14 日 ...

中信证券股份有限公司 关于陕西华达科技股份有限公司 2024年度跟踪报告 | 保荐人名称：中信证券股份有限公司 | 被保荐公司简称：陕西华达 | | --- | --- | | 保荐代表人姓名：杨成云 | 联系电话：010-60838912 | | 保荐代表人姓名：康明超 | 联系电话：010-60838912 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 无 | | 2．督导公司建立健全并有效执行规章制度的情况 | | | （1）是否督导公司建立健全规章制度（包括但不 限于防止关联方占用公司资源的制度、募集资金 | 是 | | 管理制度、内控制度、内部审计制度、关联交易 | | | 制度） | | | （2）公司是否有效执行相关规章制度 | 是，根据陕西华达科技股份有限公司2024年度 内部控制自我评价报告、陕西华达科技股份有 | | | 限公司内部控制审计报告，发行人有效执行了 | | | 相关规章制度。 | | 3.募集资金监督情况 | ...

中信证券股份有限公司 关于陕西华达科技股份有限公司 2024 年度持续督导工作现场检查报告 | 1.公司章程和公司治理制度是否完备、合规 | √ | | --- | --- | | 2.公司章程和三会规则是否得到有效执行 | √ | | 3.三会会议记录是否完整，时间、地点、出席人员及会议 | √ | | 内容等要件是否齐备，会议资料是否保存完整 | | | 4.三会会议决议是否由出席会议的相关人员签名确认 | √ | | 5.公司董监高是否按照有关法律、行政法规、部门规章、 | √ | | | --- | --- | --- | | 规范性文件和本所相关业务规则履行职责 | | | | 6.公司董监高如发生重大变化，是否履行了相应程序和信 | | √ | | 息披露义务 | | | | 7.公司控股股东或者实际控制人如发生变化，是否履行了 | | √ | | 相应程序和信息披露义务 | | | | 8.公司人员、资产、财务、机构、业务等方面是否独立 | √ | | | 9.公司与控股股东及实际控制人是否不存在同业竞争 | √ | | | （二）内部控制 | | | 现场检查手段： （1）检查内部审计部门的设 ...

Core Insights - The company reported a significant decline in revenue and net profit for Q1 2025, with total revenue of 85.99 million yuan, a decrease of 52.90% year-on-year, and a net profit of -18.44 million yuan, down 282.59% compared to the same period last year [1][3] Financial Performance - Total revenue for Q1 2025 was 85.99 million yuan, ranking 42nd among peers, down 96.59 million yuan from the previous year [1] - Net profit attributable to shareholders was -18.44 million yuan, ranking 46th among peers, a decrease of 28.54 million yuan year-on-year [1] - Operating cash flow was -35.64 million yuan, ranking 29th among peers, with an increase of 73.20 million yuan compared to the same period last year [1] Key Ratios - The latest debt-to-asset ratio is 36.54%, ranking 46th among peers, with a slight increase of 0.06 percentage points from the previous quarter but a decrease of 3.84 percentage points year-on-year [3] - Gross margin stands at 39.25%, ranking 24th among peers, with a 0.29 percentage point increase from the previous quarter and a 5.54 percentage point increase year-on-year [3] - Return on equity (ROE) is -1.38%, ranking 48th among peers, down 2.13 percentage points from the previous year [3] - The diluted earnings per share is -0.17 yuan, ranking 57th among peers, a decrease of 0.26 yuan year-on-year, representing a decline of 288.89% [3] - Total asset turnover is 0.04 times, ranking 40th among peers, down 0.04 times year-on-year, a decrease of 48.57% [3] - Inventory turnover is 0.15 times, ranking 38th among peers, down 0.17 times year-on-year, a decrease of 53.89% [3] Shareholder Structure - The number of shareholders is 13,300, with the top ten shareholders holding 74.13 million shares, accounting for 68.62% of the total share capital [3] - The largest shareholder is Shaanxi Electronic Xijing Electric Group Co., Ltd., holding 35.10% [3] - The second-largest shareholder is Shaanxi Provincial Industrial Investment Co., Ltd., with a 25.07% stake [3]

Core Insights - The company faces significant challenges in its overall operations, as indicated by a substantial decline in multiple financial metrics, including a 412.12% decrease in net cash flow from operating activities and a 53.14% drop in basic earnings per share [1][5]. Financial Performance Summary - Revenue decreased by 26.03% in 2024, totaling approximately 629.79 million yuan, down from 851.40 million yuan in the previous year, primarily due to a decline in military project orders [2]. - Net profit attributable to shareholders fell by 40.80% to approximately 46.64 million yuan, down from 78.79 million yuan, reflecting fluctuations in orders and collections, along with a slight decrease in gross margin [3]. - The net profit excluding non-recurring items dropped by 40.97% to about 37.20 million yuan, indicating pressure on the core business's profitability [4]. Earnings Per Share Analysis - Basic earnings per share decreased to 0.4317 yuan, a 53.14% decline from 0.9213 yuan in the previous year, negatively impacting shareholder returns [5]. Expense Management - Sales expenses decreased by 29.24% to approximately 28.18 million yuan, possibly due to a more cautious spending strategy amid declining revenue [6]. - Management expenses were reduced by 15.83% to about 107.81 million yuan, suggesting improved operational efficiency [7]. - Financial expenses saw a significant reduction of 59.68% to approximately 6.18 million yuan, attributed to increased interest income from funds raised [8]. Research and Development Insights - R&D expenses decreased by 24.76% to approximately 42.09 million yuan, although the proportion of R&D spending relative to revenue remained stable at 6.68% [9][11]. - The number of R&D personnel increased by 1.63% to 311, with a higher proportion of high-educated talent, enhancing the company's innovation capabilities [10]. Cash Flow Analysis - Net cash flow from operating activities plummeted to -60.57 million yuan, a 412.12% decline, indicating increased cash outflows and heightened working capital pressure [12]. - Investment activities showed a significant change, with cash inflows rising to approximately 1.36 billion yuan, while cash outflows increased to about 1.76 billion yuan, leading to a net cash flow of -404.07 million yuan [13]. - Cash flow from financing activities turned negative, with a net cash flow of -41.57 million yuan, reflecting a decrease in bank borrowings and repayments [14]. Overall Assessment - The company is experiencing a decline in revenue and net profit, alongside cash flow pressures, necessitating effective strategies in market expansion, cost control, R&D innovation, and risk management to enhance financial performance and competitive positioning [19].

Group 1: Industry Outlook - The high-end connector market is expected to maintain steady growth driven by the transformation and upgrading of the manufacturing industry and the application of new technologies [2] - Demand in the defense sector is gradually recovering, with rapid developments in aerospace and advancements in next-generation communication technologies, as well as expansions in the fields of new energy vehicles and low-altitude economy [2] Group 2: Company Position - The company is a leading domestic manufacturer of electrical connectors and a core enterprise for military RF coaxial connectors, holding a vice-chair position in the China Electronic Components Industry Association [2][3] - The company is positioned at the forefront of the domestic market in military RF coaxial connectors and cable assemblies, as well as in the design, research, and precision manufacturing of electrical connectors and interconnect products [2][3] Group 3: Technology and Standards - The company possesses independent intellectual property rights and core technologies that are self-controllable, actively responding to the localization of electrical connectors by developing a large number of domestic replacement products for key projects [3] - The company actively participates in the formulation of international and national standards for electrical connectors, with several products recognized as internationally advanced or domestically leading [3] Group 4: Capital Operations - The company plans to conduct capital operations in response to industry developments and its own needs, aiming to expand its industrial layout and achieve collaborative win-win outcomes [3] - The company emphasizes strict adherence to its information disclosure management system to ensure the authenticity, accuracy, completeness, timeliness, and fairness of information disclosed to investors [3]

Investment Rating - The report maintains a "Recommended" rating for the company, considering its industry position and growth potential [3][6]. Core Views - The company experienced a revenue decline of 26.03% year-over-year (YOY) in 2024, with total revenue of 630 million yuan and a net profit of 47 million yuan, down 40.80% YOY. The first quarter of 2025 also showed a significant revenue drop of 52.90% YOY [1][3]. - Despite the recent downturn, there are signs of demand recovery across various sectors, with expectations for gradual improvement in performance. The company has a solid order backlog in commercial aerospace and a robust project reserve in the defense sector [1][3]. - The company is focusing on strategic initiatives to optimize its industrial structure and accelerate upgrades in high-speed connectors and optical devices, while also exploring new business opportunities in quantum, semiconductors, and drones [3][5]. Summary by Sections Financial Performance - In 2024, the company reported a revenue of 630 million yuan, with a gross margin of 39.0%, down 1.2 percentage points, and a net margin of 6.6%, down 3.0 percentage points [1][3]. - The first quarter of 2025 showed a revenue of 86 million yuan, with a net loss of 18 million yuan, marking a significant decline from the previous year [1][3]. Customer Analysis - The top five customers accounted for 71% of total revenue, with notable declines in revenue from major clients such as China Electronics Technology Group [2][3]. Expense Management - The company's expense ratio remained stable, with a total expense ratio of 29.3% in 2024. The increase in operating cash outflows was attributed to higher operational payments [3][5]. Future Projections - The company is projected to achieve net profits of 84 million yuan, 155 million yuan, and 228 million yuan for the years 2025, 2026, and 2027, respectively, with corresponding price-to-earnings (PE) ratios of 59x, 32x, and 22x [3][5].

Financial Performance - The company's basic earnings per share decreased by 53.14% from 0.9213 yuan in 2023 to 0.4317 yuan in 2024 [1] - Operating revenue fell by 25.97%, from 8.51 billion yuan in 2023 to 6.3 billion yuan in 2024 [1] - Net profit decreased by 40.51%, from 0.79 billion yuan in 2023 to 0.47 billion yuan in 2024 [1] - The return on equity dropped significantly by 67.02%, from 10.52% in 2023 to 3.47% in 2024 [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 11.2548 million shares, accounting for 26.52% of the circulating shares, with an increase of 9.4662 million shares compared to the previous period [1] - New entrants among the top shareholders include Xi'an Junrong Electronic Satellite Fund Investment Co., Ltd. with 4.4798 million shares (10.55%) and Changxin Jinli Trend Mixed A with 0.75 million shares (1.77%) [2] - Several previous top shareholders have exited, including Hong Kong Central Clearing Limited and Morgan Stanley & Co. International PLC [2][3] Dividend Distribution - The company proposed a dividend distribution plan of 10 shares for every 4 shares held, with a cash dividend of 0.56 yuan (including tax) [4]