证券代码：839946 证券简称：华阳变速 公告编号：2023-043 湖北华阳汽车变速系统股份有限公司 第九届监事会第七次会议决议公告 本公司及监事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开和出席情况 （一）会议召开情况 5.会议主持人：宋立平 6.召开情况合法、合规、合章程性说明： 本次会议召集、召开、议案审议程序等方面符合有关法律、行政法规、部门 规章、规范性文件和《公司章程》的有关规定。 根据有关要求，公司监事会对《公司 2023 年半年度报告及摘要》进行了审 核，并发表审核意见如下： 1.会议召开时间：2023 年 8 月 16 日 2.会议召开地点：公司会议室 3.会议召开方式：现场方式 4.发出监事会会议通知的时间和方式：2023 年 8 月 5 日以书面通知方式发出 （1）半年度报告编制和审议程序符合法律、法规、公司章程和公司内部管 理制度的各项规定。 （2）半年度报告的内容和格式符合北京证券交易所的各项规定，未发现公 司 2023 年半年度报告所包含的信息存在不符合实际的情况，公 ...

关于湖北华阳汽车变速系统股份有限公司 变更募集资金用途的核查意见 根据《证券发行上市保荐业务管理办法》《北京证券交易所上市公司持续监管 办法（试行）》《北京证券交易所证券发行上市保荐业务管理细则》《北京证券交 易所股票上市规则（试行）》等相关法律、法规和规范性文件的规定，长江证券 承销保荐有限公司（以下简称"长江保荐"或"保荐机构"）作为湖北华阳汽车 变速系统股份有限公司（以下简称"华阳变速"或"公司"）向不特定合格投资 者公开发行的保荐机构，对公司变更募集资金用途进行了专项核查，具体情况如 下： 一、募集资金基本情况和使用情况 （一）募集资金基本情况 2021 年 7 月 6 日，湖北华阳汽车变速系统股份有限公司发行普通股 33,994,000 股，发行方式为直接定价，发行价格为 4.20 元/股，募集资金总额为 142,774,800.00 元，实际募集资金净额为 129,891,645.88 元，到账时间为 2021 年 7 月 9 日。公司因行使超额配售取得的募集资金净额为 18,622,800.00 元，到账时 间为 2021 年 8 月 18 日。 长江证券承销保荐有限公司 （二）募集资金使用情况 ...

证券代码：839946 证券简称：华阳变速 公告编号：2023-054 湖北华阳汽车变速系统股份有限公司 关于召开 2023 年第一次临时股东大会通知公告（提供网络投票） 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开基本情况 （一）股东大会届次 本次会议为 2023 年第一次临时股东大会。 （二）召集人 本次股东大会的召集人为董事会。 本次会议的召集程序符合《中华人民共和国公司法》（以下简称"《公司法》"） 等法律、法规和《湖北华阳汽车变速系统股份有限公司章程》（以下简称"《公司 章程》"）的有关规定。 （三）会议召开的合法性、合规性 本次会议的召开程序符合《公司法》等法律、法规和《公司章程》的有关规 定。 （四）会议召开方式 本次会议采用现场投票和网络投票相结合方式召开。 公司同一股东只能选择现场投票、网络投票中的一种方式，如果同一表决 权出现重复投票表决的，以第一次投票表决结果为准。 1. 股权登记日持有公司股份的股东。 股权登记日下午收市时在中国结算登记在册的公司全体股东（具体情况 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥117,610,369.83, representing a 33.23% increase compared to ¥88,278,362.16 in the same period last year[27]. - The net profit attributable to shareholders was a loss of ¥6,286,504.54, a significant decline of 888.83% from a profit of ¥796,941.97 in the previous year[27]. - The basic earnings per share for the period was -¥0.05, a decrease of 567.70% from ¥0.01 in the previous year[27]. - The operating profit for the reporting period was -¥630.84 million, a decrease of 913.65% from the previous profit of ¥77.53 million, primarily due to a higher growth rate in operating costs compared to revenue[8]. - The net profit for the first half of 2023 was -6,286,504.54, compared to a net profit of 796,941.97 in the same period of 2022, indicating a significant decline[108]. - The total profit for the first half of 2023 was -6,672,972.61, compared to a profit of 596,054.59 in the first half of 2022, highlighting a significant downturn[108]. Assets and Liabilities - The total assets increased by 13.49% to ¥439,595,693.10 from ¥387,337,674.27 at the end of the previous year[29]. - The total liabilities rose by 54.67% to ¥165,625,212.23 compared to ¥107,080,688.86 at the end of the previous year[29]. - The company's cash and cash equivalents at the end of the period were 41,940,994.52 yuan, accounting for 9.54% of total assets, a slight increase from the previous year[43]. - Accounts receivable increased by 12.77% to 79,334,578.78 yuan, while inventory decreased by 11.87% to 24,801,682.44 yuan[43]. - The total equity attributable to the parent company at the end of the reporting period is CNY 280,256,985.41, showing a decrease of CNY 6,286,504.54 compared to the previous period[115]. - The total equity at the end of the reporting period is CNY 273,970,480.87, reflecting a decrease in overall equity[121]. Cash Flow - The net cash flow from operating activities decreased by 90.31% to ¥2,506,934.78 from ¥25,858,214.21 in the previous year[30]. - Operating cash flow for the first half of 2023 was 2,506,934.78, down from 25,858,214.20 in the first half of 2022, reflecting a decrease in cash generation from operations[111]. - The company reported a net cash outflow from financing activities of -1,004,606.67 in the first half of 2023, compared to -22,987,391.11 in the same period of 2022, indicating improved cash management[113]. Product Development and Market Strategy - The company developed 14 new products for electric vehicles during the reporting period[5]. - The company is transitioning to the new energy and passenger vehicle markets, developing new products such as electric control boxes and passenger vehicle gearboxes[35]. - The company experienced a decline in the heavy-duty commercial vehicle market, leading to a strategic shift and product development aimed at improving sales in the second half of the year[39]. - The company plans to implement a "commercial and passenger vehicle dual development" strategy to reduce reliance on a single customer and enhance risk resilience[69]. - The company plans to continue developing new products and expanding into new markets to contribute to local economic growth and rural revitalization[65]. Research and Development - The company obtained 3 new utility model patents, bringing the total number of patents in use to 32[5]. - The company has established a comprehensive management system for its technology center, ensuring it meets customer product development needs[37]. - Research and development expenses for the first half of 2023 were 3,627,367.59, slightly up from 3,625,238.42 in the same period of 2022, showing a stable investment in innovation[108]. Market Conditions - The automotive market in China is recovering, with new energy vehicles reaching a market share of 28.3% and exports exceeding 2 million units in the first half of the year[40]. - The company reported a significant increase in revenue from the southwest region, which rose by 822.40% year-on-year, mainly due to increased aluminum ingot sales in the Chongqing area[60]. Employee and Management Changes - The total number of employees decreased from 371 to 319, with a reduction of 52 employees during the reporting period[97]. - The number of management personnel decreased from 22 to 18, while production personnel decreased from 264 to 222[97]. - Core employee Luo Xinzou has retired, but the company has arranged for personnel replacement without affecting operations[99]. Shareholder Information - The largest shareholder, Chen Shouquan, holds 19,860,438 shares, representing 14.71% of total shares[87]. - The company plans to distribute a semi-annual dividend of RMB 1.00 per 10 shares[90]. - The proportion of restricted shares held by the top ten shareholders is 50.72%[87]. Environmental and Regulatory Compliance - The company has not faced any administrative penalties related to environmental issues during the reporting period[67]. - The company has established wastewater treatment facilities and is committed to green development practices[67]. Financial Management and Accounting Policies - The company did not report any changes in accounting policies or estimates compared to the previous year[123]. - The company has not engaged in any significant mergers or acquisitions during the reporting period[123]. - The company recognizes estimated liabilities for obligations that may lead to economic outflows, such as guarantees and pending litigation[170].

| 日期 | 代码 | 简称 | 成交价 | 成交数量（股） | 买入营业部 | 卖出营业部 | | --- | --- | --- | --- | --- | --- | --- | | 2023-08- | | | | | 华宝证券股份有限公 | 华西证券股份有限公 | | 17 | 836717 | 瑞星股份 | 3.5 | 200000 | 司北京建外大街营业 | 司北京紫竹院路证券 | | | | | | | 部 | 营业部 | | 2023-08- 17 | 839946 | 华阳变速 | 1.8 | 200000 | 天风证券股份有限公 | 中信证券股份有限公 司武汉关山大道证券 | | | | | | | 司宜城步行街营业部 | | | | | | | | | 营业部 | | 2023-08- | | | | | 长城证券股份有限公 | 东北证券股份有限公 | | 17 | 834062 | 科润智控 | 4.5 | 319000 | 司济南马鞍山路证券 | 司济南经十东路证券 | | | | | | | 营业部 | 营业部 | ...

| 日期 | 代码 | 简称 | 成交价 | 成交数量（股） | 买入营业部 | 卖出营业部 | | --- | --- | --- | --- | --- | --- | --- | | 2023-08- | 832110 | 雷特科技 | 12.39 | 150000 | 中国银河证券股份有 | 方正证券股份有限公 司上海南丹东路证券 | | 15 | | | | | 限公司上海黄浦区马 | | | | | | | | 当路证券营业部 | 营业部 | | 2023-08- | 834261 | 一诺威 | 5.46 | 200000 | 东吴证券股份有限公 | 东吴证券股份有限公 司无锡东亭中路证券 | | 15 | | | | | 司济南明湖东路二部 | | | | | | | | 营业部 | 营业部 | | 2023-08- 15 | 835368 | 连城数控 | 33.4 | 30000 | 申万宏源证券有限公 | 申万宏源西部证券有 限公司霍尔果斯亚欧 | | | | | | | 司吉林分公司 | | | | | | | | | 路证券营业部 | | 2023-08- 15 | 839946 | ...

| 日期 | 代码 | 简称 | 成交价 | 成交数量（股） | 买入营业部 | 卖出营业部 | | --- | --- | --- | --- | --- | --- | --- | | 2023-08- 10 | 839946 | 华阳变速 | 1.83 | 220000 | 天风证券股份有限公 | 中信证券股份有限公 司武汉关山大道证券 | | | | | | | 司宜城步行街营业部 | 营业部 | | 2023-08- | | | | | 红塔证券股份有限公 | 安信证券股份有限公 | | 10 | 832566 | 梓橦宫 | 4.65 | 1000000 | 司昆明北京路证券营 | 司内江汉安大道证券 | | | | | | | 业部 | 营业部 | ...

| 日期 | | 代码 | 简称 | 成交价 | 成交数量（股） | 买入营业部 | 卖出营业部 | | --- | --- | --- | --- | --- | --- | --- | --- | | 2023-08- 09 | 832225 | | 利通科技 | 9 | 165000 | 民生证券股份有限公 司漯河泰山中路证券 | 民生证券股份有限公 司河南分公司 | | | | | | | | 营业部 | | | 2023-08- | | | | | | 招商证券股份有限公 | 东方财富证券股份有 | | 09 | 837212 | | 智新电子 | 5 | 100000 | 司潍坊通亭街证券营 | 限公司潍坊东方路证 | | | | | | | | 业部 | 券营业部 | | 2023-08- 09 | 839946 | | 华阳变速 | 1.82 | 150000 | 中信证券股份有限公 司武汉关山大道证券 | 天风证券股份有限公 司宜城步行街营业部 | | | | | | | | 营业部 | | | 2023-08- | | | | | | 中信证券股份有限公 | 申万宏源证券有限公 司杭州密渡 ...

Financial Performance - Operating revenue for Q1 2023 was CNY 50.70 million, representing a 46.00% increase from CNY 34.72 million in Q1 2022[10] - Net profit attributable to shareholders for Q1 2023 was a loss of CNY 3.58 million, a decrease of 250.00% compared to a profit of CNY 2.93 million in Q1 2022[10] - Total operating revenue for Q1 2023 reached ¥50,695,689.93, a significant increase of 46% compared to ¥34,722,554.21 in Q1 2022[41] - Net profit for Q1 2023 was a loss of ¥3,575,963.44, compared to a profit of ¥2,932,649.89 in Q1 2022, indicating a substantial decline in profitability[42] - Basic earnings per share for Q1 2023 were -¥0.03, down from ¥0.02 in Q1 2022[43] Cash Flow and Liquidity - The net cash flow from operating activities for Q1 2023 was CNY 2.73 million, down 63.28% from CNY 7.43 million in the same period last year[11] - Cash flow from operating activities in Q1 2023 was ¥45,293,907.01, an increase from ¥31,399,714.85 in Q1 2022[45] - The total cash and cash equivalents at the end of the period reached $93,981,705.93, up from $39,326,818.75 at the beginning of the period[47] - The net increase in cash and cash equivalents for the period was $54,654,887.18, compared to $2,104,311.78 in the previous period[47] Assets and Liabilities - Total assets as of March 31, 2023, were CNY 403.42 million, an increase of 4.15% compared to CNY 387.34 million at the end of 2022[10] - The company reported a total asset amount of ¥403,417,148.17 as of March 31, 2023, an increase from ¥387,337,674.27 as of December 31, 2022, representing a growth of approximately 4.4%[37] - The company’s total liabilities increased to ¥97,675,221.48 from ¥77,673,853.52, representing an increase of approximately 25.7%[38] - Total liabilities increased to ¥126,736,126.20 in the latest reporting period, compared to ¥107,080,688.86 previously[39] Shareholder Information - The total number of ordinary shares outstanding is 134,990,443, with 59.03% being unrestricted shares[23] - The largest shareholder, Chen Shouquan, holds 19,860,438 shares, representing 14.71% of the total shares[24] - Hubei Huayang Investment Group Co., Ltd. is the second-largest shareholder with 11,158,000 shares, accounting for 8.27%[24] - The company has a total of 6,792 ordinary shareholders[23] - The total non-restricted shares held by the top ten shareholders amount to 68,422,134, which is 50.69% of the total shares[25] Operational Efficiency - The company’s gross profit margin for automotive parts increased to 3.88% in Q1 2023, up from 1.68% in the same period last year[15] - Total operating costs for Q1 2023 were ¥55,530,307.53, up 42% from ¥39,180,056.00 in Q1 2022[41] - Research and development expenses for Q1 2023 were ¥1,550,775.13, down from ¥2,029,666.43 in Q1 2022, reflecting a reduction in investment in innovation[42] Investments and Future Plans - The company plans to enhance its aluminum alloy production capacity, which is expected to improve manufacturing costs and gross margins in the future[15] - The company’s construction in progress increased by 63.35% to CNY 31.79 million, primarily due to investments in new production lines and equipment[13] Other Financial Information - The company recognized non-operating income of 575,119.57, with a net non-recurring profit of 488,851.63 after tax effects[20] - The total amount of assets that were seized, frozen, or pledged during the first quarter of 2023 was ¥13,213,946.49, accounting for 3.28% of total assets[32] - The company has made commitments regarding unconfirmed equity matters, ensuring that it will bear responsibility for any disputes arising from unconfirmed shares[31] - The company has implemented measures to avoid potential competition and reduce related party transactions, as stated in various commitment letters from its controlling shareholders and management[31] - There are no accounting policy changes or errors that require restatement of financial data[21] - The company has identified relationships among major shareholders, indicating coordinated actions among them[26]

Innovation and Development - The company obtained 3 invention patents and 4 utility model patents during the reporting period, bringing the total to 32 patents[7]. - Successfully developed 5G communication products, generating revenue of RMB 10.91 million[7]. - Implemented aluminum ingot manufacturing, achieving revenue of RMB 66.43 million while promoting a circular economy[7]. - Developed automatic transmission aluminum alloy parts for commercial vehicles for clients[7]. - Successfully acquired 3 new customers in the new energy vehicle sector[7]. - Received a high-quality development award from the Hubei Provincial Economic and Information Technology Department, emphasizing the company's focus on technological transformation and R&D[7]. - The company has established a research and development platform recognized as a "Hubei Province Technology Achievement Transformation Pilot Base" and holds 32 patents[44]. - The company is developing several R&D projects, including lightweight structural components for commercial vehicles and high-precision rotating parts for new energy electric motors, aimed at enhancing competitiveness and achieving domestic advanced levels[94][95]. - R&D expenditure amounted to 7,762,038.97, representing 3.99% of operating revenue, an increase from 3.69% in the previous period[91]. - Total R&D personnel increased from 67 to 69, with the proportion of R&D staff to total employees decreasing from 18.60% to 17.14%[92]. Financial Performance - The company's operating revenue for 2022 was ¥194,742,838.65, a decrease of 30.11% compared to ¥278,643,768.16 in 2021[29]. - The net profit attributable to shareholders was -¥12,225,836.11 in 2022, representing a decline of 155.33% from ¥22,097,566.29 in 2021[29]. - The total assets at the end of 2022 amounted to ¥387,337,674.27, down 11.04% from ¥435,384,983.08 at the end of 2021[31]. - The total liabilities decreased by 7.61% to ¥107,080,688.86 in 2022 from ¥115,904,072.96 in 2021[31]. - The gross profit margin for 2022 was -1.91%, a decline from 17.89% in 2021[29]. - The weighted average return on net assets was -4.08% in 2022, down from 8.64% in 2021[29]. - The company's main business income decreased by 29.49% to ¥193,622,966.17 in 2022 from ¥274,622,030.88 in 2021[67]. - Other income increased by 37.04% to ¥8,129,844.42 in 2022, driven by tax refunds and government subsidies[64]. - Investment income rose to ¥435,646.74 in 2022, a significant increase of 201.36% from -¥429,793.20 in 2021[64]. - The company's management expenses decreased by 41.13% to ¥7,201,884.40 in 2022, down from ¥12,233,384.30 in 2021[63]. Market Conditions - The heavy-duty truck market experienced a significant decline in 2022, which may impact the company's performance if the trend continues[15]. - The company experienced a 31% year-over-year decline in the commercial vehicle market, with total sales dropping to 330.05 million units in 2022[51]. - The heavy-duty truck market saw the largest decline at 52%, while the medium-duty and light-duty truck markets decreased by 46% and 23%, respectively[51]. - The company aims to expand into the new energy sector as part of its strategic plan to overcome the challenges posed by the declining commercial vehicle market[50]. - The commercial vehicle market is anticipated to experience slight growth in 2023, driven by increasing demand for customized products and improved reliability[112]. - The Chinese automotive market is expected to grow by 3% in 2023, with commercial vehicle sales projected to increase by 15%[110]. Customer and Sales Dynamics - The company faces risks from concentrated major customers, primarily Weichai Holding Group and Dongfeng Commercial Vehicle Co., Ltd[14]. - Revenue from major clients such as Weichai Holding Group and Dongfeng Motor Group decreased by 59.41% and 59.16% respectively, contributing to the overall revenue decline[73]. - The company achieved revenue of 16.87 million CNY from new energy vehicle components, 10.91 million CNY from 5G communication products, and 66.43 million CNY from aluminum ingots, totaling 94.21 million CNY from new customers and products[106]. - Major clients accounted for 94.40% of total sales, with Weichai Holding Group contributing 66.64%[76]. Operational Challenges - The company faced increased pressure from high raw material costs, which contributed to the reported losses during the period[52]. - The price of aluminum, a key raw material, increased by 26.43% year-on-year, impacting profits by over 10.5 million CNY due to the consumption of over 2,700 tons[106]. - The company has experienced significant fluctuations in raw material prices, impacting profit margins[115]. - The company is facing increased competition in the domestic market due to the rise of new energy vehicle manufacturers[117]. Corporate Governance and Management - The company has established a new corporate governance system during the reporting period[188]. - The board of directors held 5 meetings, discussing significant matters including the revision of the company's articles of association and management systems[195]. - The company has implemented a responsibility accountability system for major errors in the annual report[190]. - All shareholders were provided with equal rights and protections during the reporting period, including online voting options for meetings[192]. - The company has adhered to legal requirements for information disclosure, ensuring accuracy and timeliness[189]. - The company has established a comprehensive internal control management system to ensure compliance with regulations[189]. Shareholder and Equity Information - The company has a total of 134,990,443 ordinary shares, with 59.03% being unrestricted shares and 40.97% being restricted shares[143]. - The largest shareholder, Chen Shouquan, holds a 14.7125% stake, while the combined stake of his concerted actors is 25.8005%[148]. - The actual controller guarantees that the company's equity is clear and free from major litigation or disputes, and will assist in resolving any future ownership disputes[134]. - The company has made a commitment regarding the distribution policy of profits, ensuring a clear approach to dividends[132]. Social Responsibility - The company is committed to social responsibility, employing 3 recognized poverty alleviation workers and 5 disabled individuals, contributing to local rural revitalization efforts[102].