南京灿能电力自动化股份有限公 司 募集资金存放与实际使用情况审 核报告 大信专审字[2023]第 4-00070 号 大信会计师事务所（特殊普通合伙） WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. 大信会计师事务所 北京市海淀区知春路 1 号 学院国际大厦 22 层 2206 邮编 100083 WUYIGE Certified Public Accountants.LLP Room 2206 22/F, Xueyuan International Tower No.1 Zhichun Road, Haidian Dist. Beijing, China, 100083 电话 Telephone：+86（10）82330558 传真 Fax： +86（10）82327668 网址 Internet： www.daxincpa.com.cn 募集资金存放与实际使用情况审核报告 大信专审字[2023]第 4-00070 号 南京灿能电力自动化股份有限公司全体股东： 大信会计师事务所 邮编 100083 我们接受委托，对后附的南京灿能电力自动化股份有限公司（以下简称"贵公司"）《 ...

南京灿能电力自动化股份 有限公司 内部控制鉴证报告 大信专审字[2023]第 4-00022 号 大信会计师事务所（特殊普通合伙） WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. 大信会计师事务所 北京市海淀区知春路 1 号 学院国际大厦 15 层 邮编 100083 WUYIGE Certified Public Accountants.LLP 15/F, Xueyuan International Tower No. 1 Zhichun Road, Haidian Dist. Beijing, China, 100083 电话 Telephone： +86（10）82330558 传真 Fax： +86（10）82327668 网址 Internet： www.daxincpa.com.cn 内部控制鉴证报告 大信专审字[2023]第 4-00022 号 南京灿能电力自动化股份有限公司全体股东： 我们接受委托，对南京灿能电力自动化股份有限公司(以下简称"贵公司") 2022 年 12 月 31 日与财务报告相关的内部控制有效性的认定进行了鉴证。 一、管理层对内部控制的责任 ...

证券代码：870299 证券简称：灿能电力 公告编号：2023-010 南京灿能电力自动化股份有限公司 关于治理专项自查及规范活动相关情况的报告 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。 根据公司治理专项自查及规范活动的相关要求，南京灿能电力自动化股份有限公司 （以下简称"公司"或"上市公司"）结合《公司法》《证券法》《北京证券交易所股票 上市规则（试行）》等法律法规及《公司章程》等内部规章制度，按照公司治理有关文 件的精神，严格对公司治理情况进行了自查。现将自查情况、自我规范情况报告如下： 一、 公司基本情况 公司属性为民营企业。 公司存在实际控制人，公司的实际控制人为章晓敏、金耘岭、林宇，实际控制人能 够实际支配的公司有表决权股份总数占公司有表决权股份总数的比例为 53.5690%。 公司存在控股股东，控股股东为南京灿能企业咨询管理有限公司、章晓敏、金耘岭、 林宇，控股股东持有公司有表决权股份总数占公司有表决权股份总数的比例为 53.5690%。 公司控股股东、实际控制人及其控制的其他企业不存 ...

Financial Performance - The company achieved operating revenue of ¥97,762,950.64, representing a year-on-year increase of 8.73%[5] - Net profit attributable to shareholders decreased by 1.53% to ¥25,217,058.81, while net profit excluding non-recurring gains and losses fell by 10.97% to ¥22,460,333.30[5] - The basic earnings per share decreased by 13.51% to ¥0.32, and the weighted average return on net assets (excluding non-recurring items) dropped to 10.31%[4] Assets and Equity - Total assets increased by 65.41% to ¥312,859,570.77, and equity attributable to shareholders rose by 77.63% to ¥275,621,321.61[5] - The company went public on the Beijing Stock Exchange, which contributed to the significant increase in total assets and equity[6] Growth Drivers - The growth in operating revenue was driven by market expansion and increased investment in distributed photovoltaic projects[6] Cost Factors - The increase in costs was attributed to staff expansion, higher management costs, and increased R&D investment following the relocation to a new facility[6] Risk Disclosure - The financial data presented is preliminary and has not been audited, cautioning investors about potential risks[7]

证券代码：870299 证券简称：灿能电力 公告编号：2023-001 南京灿能电力自动化股份有限公司 关于公开发行战略配售股票解除限售公告 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。 | | 权投资中心（有限合伙） | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 4 | 嘉兴懿鑫磊垚壹号投资 | 否 | 无 | F | 400,000 | 0.4439% | 0 | | | 合伙企业（有限合伙） | | | | | | | | 5 | 南京高喜电子科技有限 | 否 | 无 | F | 400,000 | 0.4439% | 0 | | | 公司 | | | | | | | | 6 | 南京瑞科特电气有限责 | 否 | 无 | F | 400,000 | 0.4439% | 0 | | | 任公司 | | | | | | | | 7 | 开源证券股份有限公司 | 否 | 无 | F | 400,000 | 0.443 ...

Financial Performance - Net profit attributable to shareholders rose by 3.32% to ¥12,239,423.56 for the first nine months of 2022[15] - Operating income for the first nine months increased by 17.68% to ¥56,976,576.08 compared to the same period last year[15] - Total revenue for the first nine months of 2022 reached ¥56,976,576.08, an increase from ¥48,418,353.75 in the same period of 2021, representing a growth of approximately 17.5%[46] - Operating profit for the first nine months of 2022 was ¥13,527,755.93, slightly up from ¥13,470,712.63 in the same period of 2021, indicating a marginal increase of about 0.4%[47] - Net profit for the first nine months of 2022 was ¥12,239,423.56, compared to ¥11,846,257.44 in the same period of 2021, reflecting an increase of approximately 3.3%[48] - The company’s total profit for Q3 2022 was ¥3,132,294.78, an increase from ¥2,404,028.83 in Q3 2021[52] Assets and Liabilities - Total assets increased by 54.29% to ¥291,834,961.12 compared to the end of the previous year[15] - The company’s debt-to-asset ratio decreased to 10.00% from 17.97% year-on-year[15] - The company's total liabilities decreased to CNY 29,191,274.76 from CNY 33,984,143.30, a reduction of about 14.0%[40] - Total liabilities decreased from ¥31,071,324.24 in the previous year to ¥27,806,087.38, a reduction of about 10.9%[44] - Shareholders' equity increased significantly to CNY 262,643,686.36 from CNY 155,162,168.24, marking an increase of approximately 69.2%[40] Cash Flow - Cash flow from operating activities decreased by 56.24% to ¥3,624,085.88 compared to the previous year[15] - Cash flow from operating activities for the first nine months of 2022 was ¥3,624,085.88, down 56.2% from ¥8,281,228.00 in the same period of 2021[54] - The company reported a net cash outflow from investing activities of ¥62,271,647.09 for the first nine months of 2022, compared to a net outflow of ¥32,324,952.95 in the same period of 2021[55] - Cash inflow from financing activities reached $117.45 million, with a net cash flow of $97.01 million, a turnaround from negative $11.90 million last year[57] Shareholder Information - The total number of unrestricted shares decreased from 23,194,115 to 23,088,199, representing a change of -0.26%[24] - The total number of restricted shares increased from 66,915,161 to 67,021,077, representing a change of +0.16%[24] - The top ten shareholders collectively hold 60,538,841 shares, accounting for 67.184% of total shares[26] - The largest shareholder, Nanjing Caneng, holds 14,575,500 shares, representing 16.1754% of total shares[26] - There were no significant changes in the shareholding structure of major shareholders during the reporting period[26] Expenses - Research and development expenses increased by 35.95% to support new projects[18] - Management expenses rose by 43.67% due to increased depreciation and management costs after moving to a new facility[18] - Operating costs for the first nine months of 2022 were ¥46,540,361.77, up from ¥37,395,496.28 in the same period of 2021, indicating an increase of approximately 24.3%[46] - Research and development expenses for the first nine months of 2022 totaled ¥5,176,340.14, compared to ¥3,807,605.88 in the same period of 2021, reflecting an increase of about 36%[47] Other Information - The company has no significant litigation or arbitration matters during the reporting period[29] - The company has complied with all disclosed commitments, including avoiding competition and regulating related transactions[30] - The company has a limited amount of restricted assets, totaling 1,031,975.93, which is 0.35% of total assets[31] - The company has not implemented any profit distribution or capital increase from reserves during the reporting period[32] - The company reported a financial expense of -¥1,074,697.92 for the first nine months of 2022, compared to -¥381,725.90 in the same period of 2021, indicating a significant increase in financial costs[47]

Financial Performance - The company's operating revenue for the current period is CNY 34,062,989.41, representing an increase of 18.92% compared to CNY 28,644,439.91 in the same period last year[25]. - The net profit attributable to shareholders of the listed company is CNY 7,298,794.77, which is a 9.57% increase from CNY 6,661,010.28 in the previous year[25]. - The total assets increased by 55.33% to CNY 293,796,854.53 from CNY 189,146,311.54 at the end of the previous period[26]. - The total liabilities decreased by 23.22% to CNY 26,093,866.18 from CNY 33,984,143.30 at the end of the previous period[26]. - The net assets attributable to shareholders of the listed company increased by 72.53% to CNY 267,702,988.35 from CNY 155,162,168.24[26]. - The company reported a negative net cash flow from operating activities of CNY -3,046,647.52, a decrease of 295.10% compared to CNY 1,561,598.86 in the previous year[26]. - The company's gross profit margin was 61.29%, down from 63.44% at the end of June 2021[8]. - The company achieved operating revenue of ¥34,062,989.41 during the reporting period, an increase of ¥5,418,549.50 or 18.92% year-on-year[35]. - The net profit for the reporting period was ¥7,298,794.77, reflecting an increase of ¥637,784.49 or 9.57% compared to the previous year[35]. - The net cash flow from operating activities was -¥3,046,647.52, a decrease of ¥4,608,246.38 year-on-year, primarily due to increased cash payments for goods and engineering project service fees[36]. Market and Industry Trends - The company is actively responding to the "dual carbon" goals by implementing sustainable energy development initiatives[3]. - The global electricity demand is expected to rebound, driven by emerging markets and developing economies, indicating potential growth for the electricity industry[40]. - The power quality industry is expected to see steady growth in demand due to the increasing application of UPS power supplies and other high-quality power sources in urban rail transit and high-speed rail systems[60]. - The power quality market is projected to grow significantly as high-tech enterprises in various sectors, including smart manufacturing and semiconductors, increase their demand for power quality monitoring and governance products[53]. - The cumulative installed capacity of photovoltaic power in China reached 308 GW by 2021, with an annual increase of 54.88 GW, representing a year-on-year growth of 13.9%[54]. Risks and Challenges - The company faces risks related to policy changes affecting the demand for its products in the electric grid and renewable energy sectors[8]. - The company has experienced a competitive landscape in its industry, with potential risks of losing market share if it fails to maintain its technological and quality advantages[8]. - The company relies heavily on core technical personnel for its business development, facing risks of talent competition and potential loss[9]. - The company’s material costs, particularly for chips and other components, represent a significant portion of its operating costs, exposing it to supply chain and price volatility risks[9]. - The company is aware of potential policy risks affecting its operations in the electric grid and renewable energy sectors[96]. Corporate Governance and Compliance - The company has not undergone an audit for this half-year report, and the management guarantees the accuracy and completeness of the financial data presented[6]. - The company has no reported instances of shareholders or related parties occupying or transferring company funds or assets, reflecting good governance practices[105]. - The company is currently fulfilling commitments related to competitive conduct and regulating related transactions, which began in November 2016[105]. - The company has established effective communication channels for investor inquiries to prevent potential infringements on shareholder rights by actual controllers[101]. - The company has signed a "Joint Action Agreement" among its actual controllers, which is currently valid and ensures unified decision-making[129]. Shareholder Information - The actual controllers hold a combined 53.55% of the company's shares, which poses a risk of improper control over company decisions that may harm the interests of other shareholders[100]. - The largest shareholder, Nanjing Caneng Enterprise Management Consulting Co., Ltd., holds 16.18% of the shares, totaling 14,575,500 shares[118]. - The total number of ordinary shares increased from 69,860,000 to 90,109,276, with a net fundraising amount of RMB 105,242,025.34 after deducting issuance costs[114]. - The company has a total of 60,432,925 shares at the beginning of the period, with a net increase of 84,980 shares by the end of the period[118]. - The company has a total of 20,353 shareholders as of the reporting date[113]. Investment and Fundraising - The company raised a total of RMB 117,445,800.80 through the issuance of 20,249,276 shares at a price of RMB 5.80 per share[141]. - The company has established a special account for the raised funds to ensure proper management and usage according to the disclosed purposes[144]. - The company plans to use up to RMB 100,000,000 of idle raised funds for cash management, investing in low-risk financial products[148]. - The company has ensured compliance with all necessary procedures regarding the use of raised funds, with no violations reported[138]. - The company has not yet replaced self-raised funds with the raised funds for paid issuance expenses as of June 30, 2022[148]. Research and Development - The company is focused on providing solutions for power quality monitoring and has a diverse product range including monitoring devices and systems[31]. - The company aims to enhance its core competitiveness through continuous R&D and innovation, ensuring stable profitability[33]. - Research and development expenses increased by 15.06% to 2,832,046.28, accounting for 8.31% of operating revenue[78]. - The company is focused on continuous product innovation and has committed to maintaining its technological leadership in the energy quality monitoring market[98]. Seasonal Revenue Patterns - The company reported a significant seasonal revenue fluctuation, with the second half of the year historically accounting for approximately 68% of total annual revenue in previous years[8]. - The company has a seasonal revenue pattern, with the second half of the year accounting for approximately 68.14% of total revenue in 2021[97].