证券代码：600685 证券简称：中船防务 公告编号：2024-038 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、召开会议的基本情况 （一）股东会类型和届次 中船海洋与防务装备股份有限公司 关于召开 2024 年第二次临时股东会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 重要内容提示： 股东大会召开日期：2024年9月27日 至 2024 年 9 月 27 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互 联网投票平台的投票时间为股东会召开当日的 9:15-15:00。 2024 年第二次临时股东会 （二）股东会召集人：董事会 （三）投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结 合的方式 （四）现场会议召开的日期、时间和地点 召开的日期时间：2024 年 9 月 27 日 15 点 00 分 召开地点：广州市海珠区革新路 137 号船舶大厦 1 ...

公司董事会对张俊雄先生任职期间为公司的业务发展、公司治理等方 面做出的卓越贡献表示衷心的感谢。 证券简称：中船防务 股票代码：600685 公告编号：2024-036 中船海洋与防务装备股份有限公司 关于董事辞职的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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责任。 中船海洋与防务装备股份有限公司（以下简称"公司"）董事张俊雄先 生因退休原因，于 2024 年 9 月 3 日向公司董事会提交书面辞职报告，辞去 公司第十一届董事及董事会战略委员会委员职务。辞职后，张俊雄先生将 不再担任公司任何职务。 张俊雄先生确认与公司董事会之间无任何意见分歧，亦无任何与辞职 有关的事项须提请公司股东注意。 根据相关法律法规及《公司章程》的相关规定，张俊雄先生的辞职未 导致董事会成员低于法定最低人数，不会影响公司董事会的正常运作，其 辞职报告自送达公司董事会之日起生效。公司将按照法定程序补选董事。 特此公告。 中船海洋与防务装备股份有限公司 董 事 会 2024 年 9 月 3 日 1 ...

Dividend Distribution - The company plans to distribute a cash dividend of RMB 0.12 per 10 shares, totaling RMB 16,962,076.54 (tax included) for the six-month period ending June 30, 2024[1] - The proposed dividend distribution is subject to approval at the company's extraordinary general meeting[1] - The previous period's dividend was RMB 0, indicating a shift to a positive dividend payout this period[1]

Financial Performance - The company achieved operating revenue of RMB 8.73 billion for the first half of 2024, representing a year-on-year increase of 45.91%[4] - Net profit attributable to shareholders reached RMB 146.85 million, a significant increase of 1,059.43% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 131.05 million, up 746.64% year-on-year[4] - Basic earnings per share for the reporting period were RMB 0.1039, a substantial increase of 1,054.44% compared to the same period last year[5] - The company reported a total operating income of $7,572,420,369.63, reflecting growth compared to previous periods[92] - The company reported a net profit attributable to the parent company of 146,845,686.17 for the current period, compared to 12,665,284.90 in the same period last year[83] - The total operating revenue for the first half of 2024 reached RMB 8.73 billion, a significant increase of 45.9% compared to RMB 5.98 billion in the same period of 2023[52] - Operating profit for the first half of 2024 was RMB 150.40 million, up from RMB 12.91 million in the first half of 2023, representing a growth of 1,064.5%[53] Cash Flow and Liquidity - The net cash flow from operating activities was RMB -5.56 billion, worsening from RMB -2.60 billion in the previous year, primarily due to increased production scale and material orders[6] - Cash inflow from operating activities amounted to ¥6,500,012,700.99, up from ¥4,966,321,938.79 in the previous year, reflecting a growth of 30.7%[57] - Cash outflow from operating activities increased to ¥12,057,699,361.24, compared to ¥7,569,819,376.61 in the same period last year, resulting in a net cash flow from operating activities of -¥5,557,686,660.25[57] - The total cash and cash equivalents at the end of the first half of 2024 stood at ¥5,422,846,011.31, slightly down from ¥5,525,049,585.25 at the end of the first half of 2023[59] - The company’s cash and cash equivalents decreased by 38.28% compared to the previous year, reflecting changes in operational cash flow[17] Assets and Liabilities - The company's total assets at the end of the reporting period were RMB 50.11 billion, a decrease of 1.49% from the previous year[4] - The group’s asset-liability ratio decreased to 56.74% as of June 30, 2024, down from 61.45% at the beginning of the period, representing a decline of 4.71%[37] - Total liabilities decreased from CNY 31.26 billion to CNY 28.43 billion, a decline of approximately 8.9%[47] - The total amount of accounts receivable and contract assets at the end of the period was 1,700,782,163.88, with a bad debt provision of 2,920,744.07[78] - The total amount of notes payable at the end of the period was 1,256,995,566.40, significantly reduced from 3,882,643,617.93 at the beginning of the year[79] Investments and R&D - The company increased its R&D expenditure, focusing on technological innovation and green ship types[15] - The company reported investment income of RMB 122.60 million in the first half of 2024, a turnaround from a loss of RMB 20.29 million in the same period of 2023[52] - Long-term equity investments rose to RMB 5,260.92 million, a 1.06% increase compared to the beginning of the year, driven by increased investment income from joint ventures[22] - The company reported a significant increase in bank acceptance bills, with a year-end balance of approximately ¥23.37 million, up from ¥20.39 million at the beginning of the year[66] Market and Orders - The company secured new shipbuilding orders worth RMB 12.57 billion, with a total of 35 vessels, marking an 82.13% increase year-on-year[13] - As of June 30, 2024, the total value of the company's backlog contracts was approximately RMB 61.35 billion, including RMB 59.69 billion in shipbuilding orders[13] - The global shipbuilding market saw a 24.4% year-on-year increase in new ship orders, totaling 1,247 vessels and 77.25 million deadweight tons[11] - The company delivered 16 vessels in the first half of 2024, totaling 536,900 deadweight tons[13] Environmental Compliance - The company has established a rental agreement for land and equipment with Guangdong Zhongyuan Shipping Heavy Industry, effective from July 9, 2021, to July 8, 2026[24] - The total emission of toluene from Huangpu Wenchong was 11.9 kg, with a concentration of 0.04 mg/m³, compliant with pollution discharge standards[27] - The total emission of xylene from Wenchong Shipyard was 1,087 kg, with a concentration of 0.65 mg/m³, also compliant with pollution discharge standards[27] - The company has implemented a self-monitoring plan for environmental protection, with quarterly monitoring results meeting standards[35] - The group has obtained all necessary environmental permits and has complied with environmental impact assessment requirements for its projects[33] Corporate Governance - The company has complied with the corporate governance code, except for the absence of a new chairman following the resignation of the previous chairman on May 21, 2024[40] - The company held four board meetings during the reporting period, with full attendance from all directors[42] - The company has assessed its ability to continue as a going concern for the next 12 months, indicating a stable financial position[63]

Financial Performance - The company's operating revenue for the first half of 2024 reached RMB 8,728,536,063.65, representing a 45.91% increase compared to RMB 5,982,333,803.04 in the same period last year[17]. - The net profit attributable to shareholders of the listed company was RMB 146,845,686.17, a significant increase of 1,059.43% from RMB 12,665,284.90 in the previous year[17]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 131,051,014.64, up 746.64% from RMB 15,478,915.06 in the same period last year[17]. - The basic earnings per share (EPS) for the reporting period was RMB 0.1039, up 1,054.44% from RMB 0.0090 in the previous year[19]. - The weighted average return on equity (ROE) was 0.83%, an increase of 0.75 percentage points from the previous year[19]. - The company achieved a total operating revenue of RMB 8.729 billion for the reporting period, representing a year-on-year increase of 45.91%[20]. - The net profit attributable to shareholders reached RMB 147 million, a significant increase of 1,059.43% compared to the same period last year[20]. - The company reported a total comprehensive income of RMB 1,955,607,902.28 for the first half of 2024, compared to RMB 1,754,095,664.43 in the same period of 2023[106]. Cash Flow and Assets - The company's net cash flow from operating activities was negative at RMB -5,557,686,660.25, compared to RMB -2,603,497,437.82 in the previous year[17]. - Total assets as of June 30, 2024, were RMB 50,105,770,210.75, showing a slight decrease of 1.49% from RMB 50,862,502,007.57 at the end of the previous year[18]. - Cash and cash equivalents decreased significantly from RMB 16.42 billion to RMB 11.65 billion, a reduction of approximately 29.00%[101]. - The company's cash flow from operating activities increased due to expanded production scale and a substantial rise in material orders, contributing to improved production efficiency[34]. - The net cash flow from operating activities for the first half of 2024 was -3,579,607.45 RMB, a significant decline compared to 446,864.32 RMB in the same period of 2023[109]. Investment and R&D - The company’s R&D expenses increased by 82.78% year-on-year, amounting to RMB 423 million, emphasizing its commitment to innovation[32]. - Investment income for the period reached ¥122,596,866.59, a significant increase compared to the previous period's loss of ¥20,287,931.58[34]. - The company confirmed an increase in investment income from joint ventures and associates, contributing to the rise in net profit[20]. - Research and development expenses increased to RMB 423.01 million, a 83% rise from RMB 231.43 million in the previous year[105]. Dividends and Capital Management - The company plans to distribute a cash dividend of RMB 0.12 per 10 shares, totaling RMB 16,962,076.54, which accounts for 11.55% of the net profit for the first half of 2024[4]. - The company does not plan to implement a capital reserve transfer to increase share capital for the first half of 2024[4]. - The company does not plan to implement a capital reserve increase in 2024[60]. Risks and Challenges - The company has detailed potential risks in the management discussion and analysis section of the report[6]. - The company faces financial risks including exchange rate fluctuations, particularly related to USD-denominated export orders, and will implement risk prevention measures[53]. - Customer risks are present due to potential financing difficulties faced by shipowners, which could lead to contract breaches; the company will enhance contract management and credit assessments[54]. - Cost risks arise from price volatility in raw materials and labor costs, prompting the company to optimize production efficiency and product structure[54]. - Supply chain risks may occur due to trade protectionism and geopolitical conflicts, leading to potential delays in equipment delivery; the company will monitor market conditions and consider domestic alternatives[54]. Environmental Responsibility - The company has committed to environmental responsibility by integrating ecological protection into its decision-making processes and investing in high-tech marine engineering equipment to minimize environmental impact[73]. - The company has implemented a comprehensive environmental monitoring plan, ensuring that emissions of waste gas, wastewater, and noise are within regulatory standards, with no exceedances reported[70]. - The company reduced carbon emissions by 4,660.83 tons during the reporting period through various initiatives, including photovoltaic power generation and efficient air compression systems[74]. - The company upgraded its organic waste gas purification system to RTO technology, achieving over 96% treatment efficiency, significantly below the Guangdong provincial emission standards[65]. Corporate Governance - The company has undergone changes in its board and supervisory committee, with new members elected during the 2024 first extraordinary general meeting[58]. - The company is committed to maintaining financial independence and operational autonomy, ensuring that its management and financial decisions are not influenced by its parent company[78]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[71]. Shareholder Information - The total number of ordinary shareholders as of the end of the reporting period is 63,955[97]. - The largest shareholder, HKSCC NOMINEES LIMITED, holds 589,489,007 shares, representing 41.70% of the total shares[98]. - China Shipbuilding Industry Group Co., Ltd. is the second-largest shareholder with 481,337,700 shares, accounting for 34.05%[98]. - The top ten shareholders collectively hold a significant portion of the company's shares, with the largest three shareholders alone holding over 75%[98]. Financial Reporting and Compliance - The financial statements comply with the accounting standards issued by the Ministry of Finance, accurately reflecting the financial position as of June 30, 2024, and the operating results and cash flows for the first half of 2024[121]. - The company applies the equity method for investments in joint ventures and associates, recognizing assets and liabilities based on relevant agreements[129]. - The company recognizes expected credit losses for lease receivables based on the entire duration of the expected credit loss[145].

证券简称：中船防务 股票代码：600685 公告编号：2024-031 中船海洋与防务装备股份有限公司 关于会计政策变更的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 重要内容提示： 本次会计政策变更是中船海洋与防务装备股份有限公司（以下简称 "本公司"或"公司"）根据中华人民共和国财政部（以下简称"财政部"） 发布的《企业会计准则解释第 17 号》、《企业会计准则应用指南汇编 2024》 进行的变更，无需提交公司董事会和股东大会审议。 本次会计政策变更不会对公司财务状况、经营成果和现金流量产生 重大影响。 一、本次会计政策变更概述 1.2023 年 10 月，财政部发布了《企业会计准则解释第 17 号》（财会 〔2023〕21 号），规定了"关于流动负债与非流动负债的划分"、"关于 供应商融资安排的披露"、"关于售后租回交易的会计处理"的相关内容， 该解释规定自 2024 年 1 月 1 日起施行。公司自 2024 年 1 月 1 日起执行该 规定。 2.2024 年 3 月，财政部发布了《企业会计准则应用指南汇编 ...

Financial Performance - The company expects a net profit attributable to shareholders of the parent company for the first half of 2024 to be between 135 million and 160 million yuan, an increase of 122.33 million to 147.33 million yuan compared to the same period last year, representing a year-on-year increase of 965.91% to 1163.30%[3]. - The net profit attributable to shareholders of the parent company, excluding non-recurring gains and losses, is expected to be between 120 million and 145 million yuan, an increase of 104.52 million to 129.52 million yuan compared to the same period last year, representing a year-on-year increase of 675.25% to 836.76%[5]. - The profit for the same period last year was 12.67 million yuan, with a total profit of 13.44 million yuan and a net profit excluding non-recurring gains and losses of 15.48 million yuan[6]. Factors Influencing Profit - The company attributes the significant profit increase to a favorable industry environment, full production tasks, improved production efficiency, and increased investment income from joint ventures and associates[7]. Earnings Forecast - The earnings forecast is based on preliminary calculations by the finance department and has not been audited by registered accountants[8]. - The company emphasizes that there are no uncertainties affecting the accuracy of this earnings forecast[8]. - The preliminary financial data provided is subject to change and will be finalized in the official half-year report for 2024[8].

2024 年 06 月 28 日 中船防务(00317.HK) 公司分析 国内军民船总装骨干企业,有望受益民船大周 期,迎量价红利 中船防务:控股黄埔文冲,国内军民船总装骨干企业 中船防务控股子公司黄埔文冲创建于 1851 年,是国内军用舰船、特 种工程船和海洋工程的主要建造基地,是中国疏浚工程船和支线集 装箱船最大最强生产基地。公司布局海洋防务装备、海洋运输装 备、海洋开发装备和海洋科技应用装备四大领域。截止 2023 年底, 公司手持订单合同总价约 557.6 亿元,其中手持造船订单合同 537.3 亿元,包括 110 艘船舶产品、2 座海工装备,共 349.87 万载 重吨,充裕在手订单为公司后续业绩增长提供重要保障。 造船大周期量价齐升,船企享"产能、价格、成本"三重红利 供给侧,船舶行业从 2008 年金融危机后历经多年供给侧出清,全球 船坞自 2009 年高峰减少一半以上;需求侧看,2000s 以来新造的船 舶将从 2020s 开始加速进入老龄化阶段,叠加绿色动力催化,民船 造船大周期开启。 船厂供给紧而造船需求旺,卖方市场下,新船订单向头部集中,船 企在手订单饱满,享受"产能红利";价格端,全球 ...

Financial Performance - The company's operating revenue for Q1 2024 was CNY 2,806,869,058.01, representing a year-on-year increase of 47.82%[2] - The net profit attributable to shareholders of the listed company was CNY 15,373,901.72, with a significant increase in production efficiency and gross profit margin[8] - The total comprehensive income increased by 47.23% to ¥3,839,120,991.25 from ¥2,607,526,251.42, driven by the appreciation of held stocks[16] - The net profit for Q1 2024 was CNY 24.68 million, a substantial recovery from a net loss of CNY 52.15 million in Q1 2023[28] - The total profit for Q1 2024 was CNY 26.98 million, recovering from a total loss of CNY 62.14 million in Q1 2023[28] Cash Flow - The net cash flow from operating activities was negative CNY 3,403,181,373.38, a decrease of 1,669.88% compared to the previous year, primarily due to uneven cash collection and increased procurement expenses[8] - The cash flow from operating activities generated CNY 216.78 million in Q1 2024, down from CNY 2.88 billion in Q1 2023, indicating a decrease of 92.5%[31] - The cash flow from investing activities was 16.07 million RMB, a significant improvement from -2.97 billion RMB in the previous year, suggesting better investment management[20] - The cash flow from financing activities showed a net outflow of 157.37 million RMB, a decrease from -1.19 billion RMB year-over-year, reflecting reduced loan repayments[20] - The net increase in cash and cash equivalents for Q1 2024 was -3,528,497,247.45, compared to -3,949,739,553.40 in Q1 2023[37] Assets and Liabilities - Total assets at the end of the reporting period were CNY 50,839,797,543.37, a slight decrease of 0.04% from the end of the previous year[3] - The company's total liabilities decreased to 29.91 billion RMB as of March 31, 2024, from 31.26 billion RMB at the end of 2023, indicating improved financial stability[24] - The company's total assets decreased by 31.44% in trading financial assets, dropping to ¥6,258,055.06 from ¥9,127,869.19, due to the expiration of certain financial derivatives[15] - The company's contract liabilities decreased slightly to 15.14 billion RMB as of March 31, 2024, from 15.37 billion RMB at the end of 2023, indicating a potential reduction in future obligations[23] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 67,317[9] - The top shareholder, HKSCC NOMINEES LIMITED, held 41.70% of the shares, while China Shipbuilding Industry Group held 34.05%[10] - The equity attributable to shareholders of the listed company increased by 7.60% to CNY 17,664,653,265.10 compared to the end of the previous year[3] - The total equity attributable to shareholders increased to 17.66 billion RMB as of March 31, 2024, compared to 16.42 billion RMB at the end of 2023, showing growth in shareholder value[25] Expenses and Investments - The cost of goods sold increased by 41.42% to ¥2,550,008,968.22 from ¥1,803,181,205.07, reflecting the rise in operating revenue[17] - Research and development expenses surged by 125.18% to ¥136,983,220.26 from ¥60,831,504.73, indicating increased investment in R&D projects[18] - The net profit margin is impacted by a significant increase in sales expenses, which rose by 255.71% to ¥26,503,377.37 from ¥7,450,936.39[17] - Long-term equity investments remained stable at approximately 5.21 billion RMB, showing consistency in the company's investment strategy[22] Other Financial Metrics - The basic and diluted earnings per share were both CNY 0.0109, with no applicable year-on-year comparison[2] - The weighted average return on net assets increased by 0.27 percentage points to 0.09%[2] - The company received government subsidies amounting to CNY 4,937,672.94, which are closely related to its normal business operations[4] - The company's inventory increased to 6.29 billion RMB as of March 31, 2024, compared to 5.43 billion RMB at the end of 2023, indicating potential growth in production or sales[21] Board of Directors - The company’s board of directors consists of eleven members, including executive and independent directors, ensuring diverse oversight[37]

审计委员会实施细则 （本细则经 2004 年 2 月 6 日第四届董事会第十二次会议审议通过） （2012 年 3 月 29 日第七届董事会第六次会议第一次修订） （2021 年 12 月 22 日第十届董事会第十一次会议第二次修订） （2022 年 6 月 23 日第十届董事会第十五次会议第三次修订） （2024 年 4 月 25 日第十一届董事会第四次会议修订） 第一章 总则 第一条 为强化中船海洋与防务装备股份有限公司（以下简称"本公司"） 董事会决策的科学性，提高决策水平，做到事前审计、专业审计，确保董事会对 管理层的有效监督，完善本公司治理结构，根据《中华人民共和国公司法》《上 市公司治理准则》、公司股票上市所在地证券交易所各自的上市规则（以下简称 "上市规则"）、《上海证券交易所上市公司自律监管指引第1号——规范运作》 《公司章程》及其他有关规定，本公司设立董事会审计委员会，并制定本《审计 委员会实施细则》，（以下简称"本实施细则"）。 第六条 审计委员会委员的任期与董事任期一致，委员任期届满，连选可以 连任。期间如有委员不再担任本公司董事职务，则自动失去委员资格，并由董事 会根据上述第三至第五条 ...