证券代码：600287 证券简称：江苏舜天 公告编号：临 2024-019 江苏舜天股份有限公司关于召开 2023年度暨2024年第一季度业绩说明会的公告 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： 会议召开时间：2024 年 07 月 12 日(星期五) 下午 16:00-17:00 会议召开地点：上海证券交易所上证路演中心（网址： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2024 年 07 月 05 日(星期五) 至 07 月 11 日(星期四)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 ir@saintycorp.com 进行提问。公司将在说明会上对投资者普遍关注的问题进行回 答。 江苏舜天股份有限公司（以下简称"公司"）已于 2024 年 4 月 30 日发布公 司 2023 年度报告及 2024 年第一季度报告，为便于广大投资者更全面深入地了解 公司 2023 年度及 2024 年第一季度经营成果 ...

江苏舜天股份有限公司 章 程 （2023 年年度股东大会审议通过） 二零二四年六月 | 第一章 | 总则 2 | | --- | --- | | 第二章 | 经营宗旨和范围 4 | | 第三章 | 党组织 5 | | 第四章 | 股份 8 | | 第一节 | 股份发行 8 | | 第二节 | 股份增减和回购 8 | | 第三节 | 股份转让 10 | | 第五章 | 股东和股东大会 12 | | 第一节 | 股东 12 | | 第二节 | 股东大会的一般规定 15 | | 第三节 | 股东大会的召集 18 | | 第四节 | 股东大会的提案与通知 19 | | 第五节 | 股东大会的召开 21 | | 第六节 | 股东大会的表决和决议 24 | | 第六章 | 董事会 31 | | 第一节 | 董事 31 | | 第二节 | 董事会 34 | | 第七章 | 总经理及其他高级管理人员 40 | | 第八章 | 监事会 43 | | 第一节 | 监事 43 | | 第二节 | 监事会 44 | | 第九章 | 财务会计制度、利润分配和审计 46 | | 第一节 | 财务会计制度 46 | | 第二节 | 内部审 ...

2023 年年度股东大会决议公告 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。 证券代码：600287 证券简称：江苏舜天 公告编号：临 2024-018 江苏舜天股份有限公司 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东大会召开的时间：2024 年 6 月 28 日 (二) 股东大会召开的地点：南京市软件大道 21 号 B 座 1 楼会议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 7 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 226,991,092 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的比例（%） | 51.72 | (四) 经半数以上董事推举，会议由公司董事、总经理桂生春先生主持，表决方 式符合《公司法》及《公司章程》的规定。 (五) 公司董事、监事和董事会秘书的出席情况 1、 公司在任董事 5 人，出席 4 人，董事长高松先生因公未能出 ...

Dri ZHONG LUN 中倫律師事務所 通台伙 Limited Liability Partnership 北京市中伦(南京)律师事务所 关于江苏舜天股份有限公司 2023 年年度股东大会的 法律意见书 二〇二四年六月 北京 ・ 上海 ・ 深圳 ・ 广州 ・ 武汉 ・ 成都 ・ 重庆 ・ 青岛 ・ 杭州 ・ 南京 ・ 毎日 ・ 东京 ・ 香港 ・ 企地 ・ ・浴杉矶 ・ ｜宿山 ・ 阿拉木田 Beijing ・Shanghui・Shanzhan・Glangbia・Wuhan・Clengaha・Hanghou・Nanjabo・Ninikou ・Takyo - cl · +86 25 6951 1818 北京市中伦(南京)律师事务所 关于江苏舜天股份有限公司 2023 年年度股东大会的 法律意见书 致:江苏舜天股份有限公司 北京市中伦(南京)律师事务所(以下简称"本所")受江苏舜天股份有限 公司(以下简称"公司")委托,指派律师出席公司 2023 年年度股东大会(以下 简称"本次股东大会")。本所律师根据《中华人民共和国公司法》(以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 ...

证券代码：600287 证券简称：江苏舜天 公告编号：2024-017 江苏舜天股份有限公司 关于召开 2023 年年度股东大会的通知 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： 一、 召开会议的基本情况 (一) 股东大会类型和届次 2023 年年度股东大会 (二) 股东大会召集人：董事会 (三) 公司第十届董事会第二十八次会议于 2024 年 6 月 7 日审议通过了关于 召开 2023 年年度股东大会的议案 (四) 投票方式：本次股东大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 (五) 现场会议召开的日期、时间和地点 网络投票起止时间：自 2024 年 6 月 28 日 至 2024 年 6 月 28 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 东大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大会召开当日的 9:15-15:00。 (七) 融资融券、转融通、约定购回业务账户和沪股通 ...

Financial Performance - The company's operating revenue for Q3 2023 was ¥880,731,955.75, a decrease of 18.32% compared to the same period last year[5]. - Net profit attributable to shareholders for Q3 2023 was ¥25,542,306.08, an increase of 219.99% year-on-year[5]. - The basic earnings per share for Q3 2023 was ¥0.0585, reflecting a growth of 219.67% compared to the same quarter last year[5]. - Total operating revenue for the first three quarters of 2023 was CNY 2,583,075,329.17, a decrease of 15.0% compared to CNY 3,039,350,240.36 in the same period of 2022[17]. - Net profit for the first three quarters of 2023 reached CNY 88,505,851.64, representing an increase of 47.8% from CNY 59,968,895.90 in the previous year[17]. - Operating profit for the first three quarters of 2023 was CNY 122,529,473.86, up 67.4% from CNY 73,214,204.06 in 2022[17]. - The company recorded a total comprehensive income of CNY 135,775,928.04 for the first three quarters of 2023, compared to a loss of CNY -62,089,072.30 in the previous year[17]. Cash Flow and Assets - The net cash flow from operating activities for the year-to-date was -¥123,190,883.16, indicating a significant cash outflow[5]. - Cash flow from operating activities showed a net outflow of CNY -123,190,883.16, an improvement from CNY -233,943,400.35 in the same period last year[19]. - Cash and cash equivalents at the end of the first three quarters of 2023 totaled CNY 782,225,102.57, compared to CNY 712,883,366.62 at the end of the same period in 2022[19]. - The company's cash and cash equivalents were RMB 821,071,163.12, compared to RMB 976,696,771.28 at the end of 2022, reflecting a decrease of about 16%[14]. - The net cash flow from operating activities for the year-to-date was -¥123,190,883.16, indicating a significant cash outflow[5]. Assets and Liabilities - Total assets at the end of Q3 2023 amounted to ¥3,740,982,871.93, a decrease of 2.94% from the end of the previous year[5]. - As of September 30, 2023, total assets amounted to RMB 3,740,982,871.93, a decrease from RMB 3,854,381,166.12 at the end of 2022[14]. - Current liabilities totaled RMB 1,652,288,305.30, down from RMB 1,838,808,683.66 at the end of 2022, indicating a reduction of approximately 10.1%[15]. - The total liabilities decreased to RMB 1,800,729,485.64 from RMB 1,967,921,554.80, a reduction of approximately 8.5%[15]. - The company’s total current assets were RMB 2,481,098,474.58, down from RMB 2,641,776,484.34, reflecting a decrease of about 6.1%[14]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 22,970[11]. - The company reported a total equity attributable to shareholders of ¥1,784,602,988.81 at the end of Q3 2023, an increase of 3.69% from the previous year-end[5]. - The total equity attributable to shareholders rose to RMB 1,784,602,988.81 from RMB 1,721,037,096.72, an increase of approximately 3.7%[15]. Business Strategy - The company emphasized a focus on core business and continuous optimization of business structure as key factors for profit growth[9].

Financial Performance - In 2022, the company achieved a total profit of CNY 16,113,653.78 and a net profit of CNY 24,384,847.24, with a proposed cash dividend of CNY 0.90 per 10 shares, totaling CNY 39,683,136.87[6]. - The company's operating revenue for 2022 was CNY 4,095,570,085.66, representing an increase of 8.19% compared to CNY 3,785,484,849.79 in 2021[22]. - The net profit attributable to shareholders was CNY 60,016,798.00, a significant recovery from a loss of CNY 690,813,465.28 in 2021[22]. - The net cash flow from operating activities was CNY 64,642,123.94, a substantial improvement from a negative cash flow of CNY 933,461,530.86 in the previous year[22]. - The basic earnings per share for 2022 was CNY 0.1374, recovering from a loss of CNY 1.5815 per share in 2021[23]. - The total profit for 2022 was 136 million RMB, an increase of 785 million RMB year-on-year[34]. - The net profit attributable to shareholders of the parent company was 60.02 million RMB, an increase of 750.83 million RMB compared to the previous year[34]. - The net profit attributable to ordinary shareholders after deducting non-recurring gains and losses was 65.26 million RMB, an increase of 740.31 million RMB year-on-year[34]. Assets and Liabilities - The company's total assets decreased by 5.12% to CNY 3,854,381,166.12 at the end of 2022, down from CNY 4,062,462,735.01 in 2021[22]. - The company reported a net asset attributable to shareholders of CNY 1,721,037,096.72 at the end of 2022, a decrease of 2.80% from CNY 1,770,692,263.83 in 2021[22]. - The company's accounts receivable increased by 46.76% compared to the previous year, totaling CNY 460,050.68 million, which now accounts for 11.94% of total assets[72]. - Contract liabilities rose by 32.38% year-on-year, reaching CNY 170,715.75 million, which is 4.43% of total liabilities[73]. - The company’s foreign assets amounted to CNY 134,350.32 million, accounting for 3.49% of total assets[74]. Governance and Management - The company has established a comprehensive corporate governance structure that ensures clear responsibilities and effective checks and balances among its board of directors, supervisory board, and management team[112]. - The company has implemented a multi-layered risk control model focused on customer-centric risk assessment and early warning mechanisms to enhance its risk prevention capabilities[112]. - The company has formed an internal control self-inspection team to regularly evaluate the effectiveness of internal controls and ensure compliance with relevant regulations[113]. - The board of directors has established five specialized committees to assist in strategic decision-making, auditing, compensation and assessment, nomination, and risk control[112]. - The company has maintained a stable governance structure that protects the interests of the company and its investors, ensuring democratic and scientific decision-making processes[112]. Risk Management - The company aims to enhance its internal control and risk management systems, integrating compliance, risk control, and internal control into a unified framework[41]. - The company is committed to improving risk management capabilities while balancing development and control[89]. - The company will strengthen risk management mechanisms to ensure risks are visible, controllable, and manageable, promoting healthy and sustainable development[99]. - The company recognizes potential market risks due to international geopolitical tensions and aims to adapt its business strategy accordingly[105]. Strategic Initiatives - The company focused on enhancing its export business, optimizing customer structure, and increasing investment in international markets[35]. - The company is actively exploring new retail business models, leveraging its existing brand foundation to develop online and offline integrated business strategies[38]. - The company plans to focus on high-quality sustainable development in 2023, emphasizing team building and resource allocation[89]. - The company intends to implement a "three stability, three optimization, three driving" development strategy in 2023[90]. - The company encourages exploration of new products and business models, leveraging resource integration to drive business innovation and growth[95]. Human Resources - The company has implemented a talent strategy to build a high-quality professional team, enhancing internal talent selection and training mechanisms[40]. - The company is focusing on talent development to address gaps in skilled management personnel, with plans for a multi-level training system[44]. - The company emphasizes talent development, focusing on the recruitment and training of young talent to support sustainable growth[96]. Compliance and Legal Matters - The company is currently under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws[166]. - The company has faced multiple significant lawsuits, with cases involving claims for payment of goods and penalties, which have been suspended pending criminal investigations[177]. - The company has complied with the requirements of the China Securities Regulatory Commission regarding corporate governance self-inspection and has completed the necessary rectifications[155]. Social Responsibility - The company invested a total of 4.59 million RMB in public welfare projects during the reporting period[160]. - The company conducted various consumption assistance projects totaling 9.28 million RMB to support poverty alleviation and rural revitalization[161]. - The company has not established any environmental protection mechanisms and did not invest any funds in environmental protection during the reporting period[158]. - The company has not taken any measures to reduce carbon emissions during the reporting period[159].

Financial Performance - The company's operating revenue for Q1 2024 was ¥797,710,332.17, representing a decrease of 19.31% compared to the same period last year[4] - The net profit attributable to shareholders was ¥11,494,141.14, down 22.79% year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 101.61%, amounting to ¥17,192,195.44[4] - Total revenue for Q1 2024 was CNY 797.71 million, a decrease of 19.4% compared to CNY 988.67 million in Q1 2023[16] - Net profit for Q1 2024 was CNY 20.78 million, a decline of 7.3% from CNY 22.42 million in Q1 2023[16] - The gross profit margin for Q1 2024 was approximately 6.1%, down from 8.0% in Q1 2023[16] - Basic earnings per share for Q1 2024 were CNY 0.0263, a decrease from CNY 0.0338 in Q1 2023[16] - The diluted earnings per share for the period was ¥0.0263, a decrease of 22.19% year-on-year[5] Cash Flow and Liquidity - The net cash flow from operating activities was negative at -¥33,147,320.35, which is not applicable for year-on-year comparison[4] - In Q1 2024, the company reported a net cash flow from operating activities of -33,147,320.35 RMB, an improvement from -119,399,908.55 RMB in Q1 2023[17] - Total cash inflow from operating activities was 807,265,858.49 RMB, down 13.5% from 933,696,661.24 RMB in the same period last year[17] - Cash outflow from operating activities decreased to 840,413,178.84 RMB, compared to 1,053,096,569.79 RMB in Q1 2023, marking a reduction of 20.2%[17] - The company achieved a cash inflow from financing activities of 410,362,341.67 RMB, an increase of 13.9% from 360,352,043.18 RMB in Q1 2023[17] - Cash outflow from financing activities decreased to 306,802,330.64 RMB, down 19.0% from 378,625,233.39 RMB in the previous year[17] - The net increase in cash and cash equivalents for the quarter was 69,300,218.96 RMB, contrasting with a decrease of 143,577,951.63 RMB in Q1 2023[17] - The ending balance of cash and cash equivalents was 806,292,201.14 RMB, compared to 781,643,836.50 RMB at the end of Q1 2023, reflecting a year-over-year increase of 3.2%[17] - The company did not report any cash inflow from investment activities, resulting in a net cash flow from investing activities of -2,791,775.27 RMB[17] Assets and Liabilities - The total assets at the end of the reporting period were ¥3,500,226,023.48, an increase of 1.35% from the end of the previous year[5] - Total assets as of March 31, 2024, amounted to CNY 3.50 billion, up from CNY 3.45 billion at the end of 2023[13] - The company's total liabilities increased to CNY 1.54 billion, compared to CNY 1.47 billion at the end of 2023, reflecting a rise of 4.5%[14] - The equity attributable to shareholders decreased by 1.64% to ¥1,778,449,018.62 compared to the end of the previous year[5] Shareholder Information - The company reported a total of 28,444 common shareholders at the end of the reporting period[9] - The largest shareholder, Jiangsu Shuntian International Group Co., Ltd., holds 50.92% of the shares, totaling 223,482,955 shares[9] Management Focus - The company’s management remains focused on improving operational efficiency and cash flow management in the upcoming quarters[17] - The company has not adopted new accounting standards for the first quarter of 2024[18]

Financial Performance - In 2023, Jiangsu Sainty achieved a total profit of CNY 50,579,643.50 and a net profit of CNY 57,769,668.88, with a negative retained earnings of CNY -371,339,724.45 at year-end [6]. - The company's operating revenue for 2023 was CNY 3,404,455,980.93, representing a decrease of 16.87% compared to 2022 [23]. - The net profit attributable to shareholders increased by 18.22% to CNY 70,951,076.63 in 2023, compared to CNY 60,016,798.00 in 2022 [23]. - The basic earnings per share for 2023 was CNY 0.1624, an increase of 18.20% from CNY 0.1374 in 2022 [25]. - The company's total assets decreased by 10.40% to CNY 3,453,493,087.89 in 2023, down from CNY 3,854,381,166.12 in 2022 [23]. - The net cash flow from operating activities was negative at CNY -30,061,066.55, a decline of 146.50% compared to the previous year [23]. - The weighted average return on equity increased to 4.01% in 2023, up by 0.57 percentage points from 3.44% in 2022 [25]. - The company reported a net asset value of CNY 1,808,073,408.44 at the end of 2023, reflecting a 5.06% increase from CNY 1,721,037,096.72 in 2022 [23]. - The net profit after deducting non-recurring gains and losses was CNY 68,982,446.23, which is a 5.70% increase from CNY 65,261,313.83 in 2022 [23]. Dividend Policy - Jiangsu Sainty plans not to distribute dividends for 2023 due to negative retained earnings, ensuring funds are available for normal operations and future development [6]. Business Strategy and Development - The company focused on digital transformation in the garment industry, enhancing its design capabilities through AI design and 3D modeling [35]. - The company maintained stable performance in its wooden products and foreign aid projects, with significant increases in export values for aid materials [36]. - The nuclear power steel business saw steady growth in sales, supplying materials to multiple nuclear power stations across the country [37]. - The company emphasized talent development, implementing targeted plans to enhance employee capabilities and build a strong professional talent pool [38]. - The company adopted a performance-oriented incentive mechanism to ensure competitive and fair compensation for employees [38]. - The company is committed to risk management, ensuring efficient and standardized processes [39]. - The company is focusing on enhancing its financial management by implementing centralized fund management for subsidiaries, improving internal fund utilization efficiency [40]. - The company aims to strengthen its talent development strategy to address gaps in talent depth and structure, ensuring alignment with long-term development needs [42]. - The company is actively pursuing digital transformation, although it acknowledges the need for accelerated progress in planning and talent cultivation [43]. - The company is expanding its market presence in specialized sectors, including monitoring chemical products and high-quality domestic trade in liquor [49]. Market Conditions - In 2023, the total value of China's goods trade imports and exports was $5,936.83 billion, a year-on-year decrease of 5.0% [44]. - The export value of textiles and clothing in China was $293.64 billion, down 8.1% year-on-year, with textile exports at $134.50 billion (down 8.3%) and clothing exports at $159.14 billion (down 7.8%) [45]. - The company's domestic GDP reached 126.06 trillion yuan in 2023, reflecting a year-on-year growth of 5.2% [47]. - The total retail sales of consumer goods in China for the year were 47.25 trillion yuan, showing a year-on-year increase of 7.2% [48]. Operational Efficiency - The company's operating costs were 2.874 billion RMB, down 20.37% from the previous year [61]. - The gross profit margin for the clothing trade segment was 21.90%, an increase of 3.44 percentage points compared to the previous year [64]. - The company maintained a low asset-liability ratio, which supports its strong financing capabilities [57]. - The company reported a total investment value of 633,340,052.82 CNY, with a fair value change of 8,394,437.06 CNY during the period [83]. Corporate Governance - The company has established a comprehensive corporate governance structure to ensure effective decision-making and risk management [116]. - Internal control measures are regularly evaluated to enhance the effectiveness of the company's governance [117]. - The company is committed to avoiding competition with its controlling shareholder through specific commitments and ongoing monitoring [118]. - The company has a clear decision-making process for the remuneration of directors and senior management, requiring board approval and shareholder ratification [130]. - The company has a diverse board with members holding various positions in other organizations, enhancing its governance structure [129]. Social Responsibility - The company organized a charity event, raising over 46,000 yuan from more than 300 employees [163]. - Total investment in poverty alleviation and rural revitalization projects amounted to 107,100 yuan, focusing on consumption assistance [164]. - The company actively participated in social responsibility initiatives, including a charity day donation campaign [163]. Risk Management - The company emphasizes risk control and management, ensuring no major business risk incidents occur throughout the year [104]. - The company plans to actively monitor exchange rate fluctuations and adjust foreign currency assets to mitigate risks [112]. - The company is committed to ensuring compliance with legal and regulatory requirements in all related transactions to protect the interests of minority shareholders [169]. Employee Management - The total number of employees in the parent company is 158, while the main subsidiaries employ 1,855, resulting in a total of 2,013 employees [143]. - The company has a structured approach to employee incentives, including a performance management-based salary system to attract and retain talent [145]. - The company has established a training program focusing on business backbone, technical personnel, and new employees to enhance skills and professional development [146]. Future Outlook - The company anticipates a global economic growth rate of approximately 3.1% in 2024, with potential trade fragmentation impacting global economic output by 0.2%-7% [87]. - The company plans to focus on "high-quality sustainable development" as its central strategy for 2024 [90]. - The company aims to enhance foreign trade by fostering new growth points and promoting the integration of domestic and international markets [89]. - The company is set to implement a series of actions to facilitate cross-border trade, as outlined by the State Council's tariff adjustment plan for 2024 [89].

江苏舜天股份有限公司 章 程 （2024 年第二次临时股东大会审议通过） 二零二四年四月 | 第一章 | 总则 2 | | --- | --- | | 第二章 | 经营宗旨和范围 3 | | 第三章 | 党组织 4 | | 第四章 | 股份 7 | | 第一节 | 股份发行 7 | | 第二节 | 股份增减和回购 7 | | 第三节 | 股份转让 9 | | 第五章 | 股东和股东大会 11 | | 第一节 | 股东 11 | | 第二节 | 股东大会的一般规定 14 | | 第三节 | 股东大会的召集 17 | | 第四节 | 股东大会的提案与通知 18 | | 第五节 | 股东大会的召开 20 | | 第六节 | 股东大会的表决和决议 23 | | 第六章 | 董事会 30 | | 第一节 | 董事 30 | | 第二节 | 董事会 33 | | 第七章 | 总经理及其他高级管理人员 39 | | 第八章 | 监事会 42 | | 第一节 | 监事 42 | | 第二节 | 监事会 43 | | 第九章 | 财务会计制度、利润分配和审计 45 | | 第一节 | 财务会计制度 45 | | 第二节 | 内 ...