法律意见书 广东信达律师事务所 关于江西威尔高电子股份有限公司 调整2024年限制性股票激励计划 授予价格事项的 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楼邮政编码：518038 电话（Tel.）：（0755）88265288传真（Fax.）：（0755）88265537 网址（Website）：https://www.sundiallawfirm.com 法律意见书 广东信达律师事务所 关于江西威尔高电子股份有限公司 调整2024年限制性股票激励计划授予价格事项的 法律意见书 第一节 律师声明事项 一、本法律意见书是信达律师依据出具日以前威尔高已经发生或存在的事 实，并根据中国现行法律、法规的有关规定发表法律意见，并不对任何中国司 法管辖区域之外的事实和法律发表意见。 二、信达律师并不对有关会计、审计、验资、资产评估等专业事项发表意 见。信达律师在本法律意见书中引用有关会计报表、审计报告、验资报告中的 某些数据或结论时，并不意味着信达对这些数据或结论的真实性和准确性作出 任何明示或默示的保证。 三、对于出具本法律意见书至关重要而又无法得到独立证据支持的事实， 信达取得了相关政府部门出 ...

Core Viewpoint - The article discusses the IPO application of Xinqiang Electronics, highlighting concerns over its financial practices, including significant cash dividends and stock incentives, as well as complex related-party transactions that may pose risks to investors [1][2][3]. Financial Practices - Xinqiang Electronics distributed a cash dividend of 181 million yuan before its IPO, which is over 80% of its net profit for the past two years [1][4]. - The company provided a stock incentive worth approximately 420 million yuan to its newly appointed general manager, resulting in a substantial financial "gift" upon joining [4][5]. - The company has not accounted for the difference between the stock incentive price and its fair value, which could lead to a significant reduction in net profit in the future [2][3]. Related-Party Transactions - Xinqiang Electronics has a high dependency on related-party sales, with significant amounts sold to joint ventures, raising concerns about profit margins and operational independence [6][8]. - The company reported related-party sales of 61.65 million yuan, 56.86 million yuan, and 125 million yuan from 2022 to 2024, which accounted for 20.35%, 5.69%, and 12.5% of total sales, respectively [6][8]. - The profit margins from related-party sales are significantly higher than those from the company's own sales, indicating potential risks in its business model [6][8]. Management and Control - The actual control of Xinqiang Electronics lies with the Yu family, who hold over 95% of the shares, creating a concentrated ownership structure [2]. - The new general manager, Chen Defu, is not a core technical figure in the PCB industry, raising questions about the effectiveness of the management change [5]. Market Position and Risks - Xinqiang Electronics faces challenges in maintaining growth due to reliance on joint ventures and a narrow product structure, particularly in the storage PCB segment [8][9]. - The company's revenue growth has stagnated, with a reported decline of 0.13% in 2024, contrasting with the double-digit growth of its peers [10].

Core Viewpoint - The article discusses the IPO of Xinqiang Electronics, highlighting significant cash dividends and stock incentives given to management, raising concerns about potential risks related to related-party transactions and the company's operational independence [1][3][9]. Group 1: IPO and Financial Maneuvers - Xinqiang Electronics has received approval for its IPO, with the Yu family holding over 95% of the shares [1][3]. - Prior to the IPO, the company distributed a cash dividend of 181 million yuan, which is over 80% of its net profit for the past two years [1][6]. - The newly appointed general manager received stock incentives valued at approximately 420 million yuan, raising questions about the justification of such high compensation [1][7]. Group 2: Related-Party Transactions - The company has complex related-party transactions, with significant sales to joint ventures, which may pose risks to its operational independence [9][12]. - From 2022 to 2024, Xinqiang Electronics reported related sales to joint ventures totaling 61.65 million yuan, 56.86 million yuan, and 125 million yuan, representing 20.35%, 5.69%, and 12.5% of total sales respectively [9][12]. - The reliance on joint ventures for sales raises concerns about profit margins, as the joint ventures reportedly achieve higher gross margins compared to Xinqiang Electronics [9][10]. Group 3: Business Model and Growth Concerns - The company's business model heavily depends on joint ventures, which may limit its growth potential and lead to a cycle of underperformance [12][14]. - Xinqiang Electronics has faced stagnant revenue growth, with a projected decline of 0.13% in 2024, contrasting with the double-digit growth of its peers [14]. - The concentration of sales in the storage sector and reliance on Taiwanese customers pose additional risks to the company's revenue stability [13][14].

Core Viewpoint - The article discusses the potential risks and irregularities surrounding the IPO of Xinqiang Electronics, particularly focusing on the significant cash dividends, stock incentives for the new general manager, and complex related party transactions that may undermine the company's independence and financial health [2][4][10]. Group 1: IPO and Financial Maneuvers - Xinqiang Electronics has received approval for its IPO, with the Yu family holding over 95% of the shares [2][4]. - Prior to the IPO, the company distributed a cash dividend of 181 million yuan, which is over 80% of its net profit for the past two years [2][7]. - The new general manager received stock incentives valued at approximately 420 million yuan, raising questions about the appropriateness of such compensation [6][7]. Group 2: Accounting and Valuation Concerns - The company transferred shares at a price significantly lower than its fair value, leading to a valuation increase of nearly eight times within a month [5][6]. - Xinqiang Electronics did not follow proper accounting treatment for stock incentives, which could lead to a substantial reduction in net profit in the future [5][6]. Group 3: Related Party Transactions - The company heavily relies on sales to joint ventures, with related party sales accounting for significant portions of its revenue [10][12]. - The profit margins for related party sales are considerably lower than those for external sales, raising concerns about profitability [10][11]. - The company's business model may effectively turn it into a contract manufacturer for its joint ventures, limiting its growth potential [12][13]. Group 4: Market Position and Risks - Xinqiang Electronics faces challenges in maintaining growth, with a significant portion of its revenue tied to the storage sector and a high dependency on Taiwanese customers [14][14]. - The company’s revenue growth has stagnated, with a reported decline of 0.13% year-over-year in 2024, contrasting sharply with the double-digit growth of its peers [14][14].

崇达技术（002815.SZ）8月25日在投资者互动平台表示，目前暂未涉及您所述产品。 （文章来源：每日经济新闻） 每经AI快讯，有投资者在投资者互动平台提问：请问台达、维谛是不是公司的客户？公司在数据中心 电源领域，有没相关的PCB产品供货？ ...

Core Viewpoint - Dongguan Securities report indicates that Huadian Co., Ltd. is expected to achieve a net profit attributable to shareholders of 1.683 billion yuan and a net profit of 1.644 billion yuan after deducting non-recurring gains and losses in the first half of 2025, representing year-on-year growth of 47.50% and 47.90% respectively, aligning with performance forecasts [1] Group 1 - The strong demand for data center infrastructure, including AI servers and switches, is a key driver of performance [1] - The demand for high multilayer boards and HDI products continues to increase, further boosting performance [1] - The company is expanding production capacity through technological upgrades and new projects to meet customer demand for high-end PCBs [1] Group 2 - The new project in Kunshan is expected to produce 290,000 square meters of HDI annually, positioning the company to benefit from the AI wave [1] - The automotive board segment shows steady growth, with revenue reaching 1.422 billion yuan in the first half of the year, a year-on-year increase of 24.18% [1] - Emerging automotive board products, such as millimeter-wave radar and HDI-based autonomous driving assistance, are experiencing continuous market growth [1]

天津普林8月25日交易公开信息 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交2.00亿元，其中，买入成交额为4547.15 万元，卖出成交额为1.55亿元，合计净卖出1.09亿元。 具体来看，今日上榜的营业部中，共有1家机构专用席位现身，即卖四，买入金额467.82万元，卖出金 额2686.93万元，合计净卖出2219.11万元。 资金流向方面，今日该股主力资金净流出2.58亿元，其中，特大单净流出2.30亿元，大单资金净流出 2819.10万元。近5日主力资金净流出3.16亿元。（数据宝） 天津普林今日跌停，全天换手率12.71%，成交额7.36亿元，振幅7.35%。龙虎榜数据显示，机构净卖出 2219.11万元，营业部席位合计净卖出8704.00万元。 深交所公开信息显示，当日该股因日跌幅偏离值达-11.80%上榜，机构专用席位净卖出2219.11万元。 | 买/ 卖 | 会员营业部名称 | 买入金额（万元） | 卖出金额（万元） | | --- | --- | --- | --- | | 买一 | 东方财富证券股份有限公司拉萨团结路第一证券营业 部 | 953.20 | 192.71 | | ...

Group 1 - The stock price of Jingwang Electronics (SH:603228) reached its daily limit, closing at 59.60 yuan, with an increase of 10.00% [1] - The total market capitalization of Jingwang Electronics is 56.19 billion yuan [1]

Core Viewpoint - Chongda Technology (002815.SZ) is experiencing rapid growth in orders within the server sector, although specific supply volumes are not disclosed due to commercial sensitivity [1] Group 1 - The company is currently seeing a significant increase in orders in the server field [1]

Group 1 - The company, Chongda Technology (002815.SZ), has announced its capability to produce samples of 6-layer HDI boards [1] - The company plans to initiate mass production of these boards based on order demand in the future [1]