证券代码：600361 证券简称：创新新材 上市地点：上海证券交易所 创新新材料科技股份有限公司 重大资产出售及发行股份购买资产并募集配套资金 暨关联交易 之 向特定对象发行股票募集配套资金 发行情况报告书 独立财务顾问（主承销商） （深圳市前海深港合作区南山街道桂湾五路 128 号前海深港基金小镇 B7 栋 401） 二零二三年八月 误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律 责任。 全体董事、高级管理人员签字： 崔立新 王伟 许峰 赵晓光 高尚辉 尹奇 熊慧 罗炳勤 唐建国 陈明辉 吴胜利 王科芳 创新新材料科技股份有限公司 年 月 日 发行人全体董事、监事及高级管理人员声明 公司全体董事、监事及高级管理人员承诺本发行情况报告书不存在虚假记载、 发行人全体董事、监事及高级管理人员声明 误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律 责任。 崔立新 王伟 许峰 赵晓光 高尚辉 尹奇 熊慧 罗炳勤 唐建国 陈明辉 吴胜利 王科芳 创新新材料科技股份有限公司 年 月 日 公司全体董事、监事及高级管理人员承诺本发行情况报告书不存在虚假记载、 全体董事、高级管理人 ...

华泰联合证券有限责任公司 关于 创新新材料科技股份有限公司 重大资产出售及发行股份购买资产并募集配套资金 暨关联交易 之 向特定对象发行股票募集配套资金 发行过程和认购对象合规性的报告 独立财务顾问（主承销商） （深圳市前海深港合作区南山街道桂湾五路 128 号前海深港基金小镇 B7 栋 401） 二零二三年八月 1 上海证券交易所： 经中国证券监督管理委员会（以下简称"中国证监会"）证监许可[2022]2467 号文核准，创新新材料科技股份有限公司（以下简称"创新新材"、"发行人"或"公 司"）向符合中国证监会、上海证券交易所（以下简称"上交所"）规定条件的不超 过 35 名的特定对象发行 A 股股票（以下简称"本次发行"）。发行人本次发行的独 立财务顾问（主承销商）华泰联合证券有限责任公司（以下简称"华泰联合证券"、 "独立财务顾问（主承销商）"或"主承销商"）按照《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》"）《上市 公司证券发行注册管理办法》《证券发行与承销管理办法》和《上海证券交易所 上市公司证券发行与承销业务实施细则》等有关规定及发行人有关本次 ...

向特定对象发行股票募集配套资金 北京市金杜律师事务所 关于创新新材料科技股份有限公司 重大资产出售及发行股份购买资产并募集配套资金暨关联交易之 发行过程和认购对象合规性的 法律意见书 致：创新新材料科技股份有限公司 北京市金杜律师事务所（以下简称"金杜"或"本所"）接受创新新材料科 技股份有限公司（曾用名为"北京华联综合超市股份有限公司"，以下简称"上 市公司"或"发行人"）委托，作为上市公司本次重大资产出售及向特定对象发 行股份购买山东创新金属科技有限公司 100%股权并募集配套资金暨关联交易 （以下简称"本次交易"）的专项法律顾问，根据《中华人民共和国证券法》《中 华人民共和国公司法》《上市公司重大资产重组管理办法（2023 修订）》《上市公 司证券发行注册管理办法（2023 年修正）》（以下简称"《发行注册管理办法》"）、 《证券发行与承销管理办法（2023 修订）》（以下简称"《承销管理办法》"）、《上 海证券交易所上市公司证券发行与承销业务实施细则》（以下简称"《实施细 则》"）、《律师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务 执业规则（试行）》等法律、行政法规、规章、规范性文件和 ...

创新新材料科技股份有限公司 关于公司及子公司 2023 年度向银行等金融机构申请 综合授信提供担保事项的进展公告 证券代码：600361 证券简称：创新新材 公告编号：2023-026 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。 被担保人名称：山东创新金属科技有限公司（以下简称"创新金属"）、 山东创源再生资源有限公司（以下简称"创源再生资源"）、青岛利旺精密科技 有限公司（以下简称"青岛利旺"），均为创新新材料科技股份有限公司（以下简 称"创新新材"或"公司"）合并报表范围内的全资下属公司。 本次担保：公司及子公司为上述下属公司向银行申请贷款、国内信用证提 供担保，担保金额为4.1392亿元。截至本公告披露日，公司及其子公司对外担保 余额为68.87亿元，公司对子公司的担保余额为0.76亿元，子公司对公司的担保余 额为0元。 本次担保是否有反担保：否。 对外担保逾期的累计数量：无。 （一）本次担保事项 为满足下属公司日常经营和业务发展的资金需要，近期，公司及子公司为下属 公司向银行申请贷款、国内信用证提供担保，担保 ...

创新新材料科技股份有限公司 关于召开 2022 年度业绩说明会的公告 证券代码：600361 证券简称：创新新材 公告编号：2023-022 创新新材料科技股份有限公司 关于召开 2022 年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。 创新新材料科技股份有限公司（以下简称"公司"）已于 2023 年 4 月 8 日发 布公司《2022 年年度报告》，为便于广大投资者更全面深入地了解公司 2022 年 度经营成果、财务状况，公司计划于 2023 年 06 月 19 日下午 15:00-16:30 举行 2022 年度业绩说明会，就投资者关心的问题进行交流。 一、说明会类型 本次投资者说明会以视频录播结合网络互动召开，公司将针对 2022 年度经 营成果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的 范围内就投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 （一）会议召开时间：2023 年 06 月 19 日下午 15:00-16:30 （二）会议召开地点：上海证券交易所上证路演 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥16,495,569,072.09, representing a year-on-year increase of 3.76%[4] - Net profit attributable to shareholders decreased by 31.32% to ¥265,789,556.20 compared to the same period last year[4] - Basic and diluted earnings per share were both ¥0.0664, down 42.48% from the previous year[4] - Total operating revenue for Q1 2023 reached ¥16,495,569,072.09, an increase of 3.77% compared to ¥15,897,300,094.45 in Q1 2022[15] - Total operating costs for Q1 2023 were ¥16,192,462,003.26, up from ¥15,402,344,349.56 in Q1 2022, reflecting a year-over-year increase of 5.14%[15] - Net profit for Q1 2023 was ¥265,789,556.20, a decrease of 31.24% from ¥386,969,645.20 in Q1 2022[16] - The total profit for Q1 2023 was ¥342,776,696.69, down from ¥495,775,974.17 in Q1 2022, indicating a decline of 30.77%[16] Cash Flow - The net cash flow from operating activities was negative at ¥126,516,726.26, an increase in outflow of 76.24% year-on-year[4] - Cash flow from operating activities showed a net outflow of ¥126,516,726.26 in Q1 2023, an improvement from a net outflow of ¥532,580,033.12 in Q1 2022[18] - The company reported a total cash inflow from operating activities of ¥19,213,879,587.24 in Q1 2023, compared to ¥18,337,012,361.08 in Q1 2022, representing an increase of 4.78%[18] - Net cash flow from investing activities was -$400.92 million, compared to -$81.34 million in the previous period, indicating a significant increase in investment outflows[19] - Cash inflow from financing activities totaled $1.88 billion, slightly down from $1.96 billion in the previous period[19] - Net cash flow from financing activities was $1.22 billion, a substantial increase from $281.73 million in the previous period[19] - The net increase in cash and cash equivalents was $689.29 million, contrasting with a decrease of $332.19 million in the previous period[19] - The ending balance of cash and cash equivalents reached $2.45 billion, up from $760.44 million in the previous period[19] - Cash received from borrowings amounted to $1.61 billion, compared to $711.50 million in the previous period, indicating a strong reliance on debt financing[19] - Cash paid for debt repayment was $455.55 million, significantly higher than $91.61 million in the previous period[19] - Cash paid for dividends and interest was $88.08 million, slightly up from $87.57 million in the previous period[19] - Total cash outflow from financing activities was $659.29 million, down from $1.68 billion in the previous period[19] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥17,941,359,818.31, a 6.31% increase from the end of the previous year[5] - The company's current assets totaled RMB 11,612,923,963.40, compared to RMB 11,000,187,269.09 in the previous year, indicating an increase of about 5.58%[12] - Cash and cash equivalents amounted to RMB 4,036,738,134.17, up from RMB 3,832,098,244.78, representing a growth of approximately 5.34% year-over-year[12] - The company's short-term borrowings increased significantly to RMB 5,775,063,844.80 from RMB 4,523,049,738.03, marking a rise of about 27.77%[13][14] - The total liabilities of the company reached RMB 9,748,348,107.76, compared to RMB 8,955,454,565.20 in the previous year, reflecting an increase of approximately 8.85%[14] - The company's equity attributable to shareholders rose to RMB 8,193,011,710.55 from RMB 7,920,478,617.61, indicating a growth of about 3.44%[14] - Inventory levels increased to RMB 3,435,601,663.26 from RMB 3,111,241,064.50, representing a growth of approximately 10.43%[12] - The company reported accounts receivable of RMB 2,212,703,764.03, up from RMB 2,129,240,082.59, which is an increase of about 3.91%[12] Shareholder Information - The total number of common shareholders at the end of the reporting period was 23,188[9] - Shareholders' equity attributable to the parent company increased by 3.44% to ¥8,193,011,710.55 compared to the end of the previous year[5] Research and Development - Research and development expenses decreased to ¥49,600,839.88 in Q1 2023 from ¥64,570,486.50 in Q1 2022, marking a reduction of 23.14%[15] - The company has not disclosed any significant new product developments or market expansion strategies during this reporting period[11] Mergers and Acquisitions - There are no notable mergers or acquisitions reported in the current quarter[11] Accounting Standards - The company did not apply new accounting standards or interpretations for the first quarter of 2023[20] Other Income - Other income increased significantly to ¥37,956,316.67 in Q1 2023, compared to only ¥2,663,267.36 in Q1 2022[15] Tax Expenses - The company’s tax expenses decreased to ¥76,987,140.49 in Q1 2023 from ¥108,806,328.97 in Q1 2022, a reduction of 29.29%[16] Return on Equity - The weighted average return on equity decreased by 4.56 percentage points to 3.2990%[4] Profit Attribution - The decline in net profit was attributed to macroeconomic cycles and a decrease in the proportion of high-end products sold[8] Non-recurring Gains and Losses - Non-recurring gains and losses amounted to ¥30,124,255.81, with government subsidies contributing ¥37,268,729.00[6][7]

Financial Performance - The company's operating revenue for 2022 was approximately CNY 69.32 billion, an increase of 16.64% compared to CNY 59.43 billion in 2021[18]. - The net profit attributable to shareholders for 2022 was approximately CNY 1.09 billion, reflecting a growth of 25.36% from CNY 868.68 million in 2021[18]. - The net profit after deducting non-recurring gains and losses was approximately CNY 1.07 billion, up 29.57% from CNY 822.32 million in 2021[18]. - The company's total assets at the end of 2022 were approximately CNY 16.88 billion, a 4.99% increase from CNY 16.07 billion at the end of 2021[18]. - The net assets attributable to shareholders increased by 70.81% to approximately CNY 7.92 billion from CNY 4.64 billion in 2021[18]. - The basic earnings per share for 2022 was CNY 0.3158, representing a 21.32% increase from CNY 0.2603 in 2021[19]. - The weighted average return on equity for 2022 was 19.63%, a decrease of 12.48 percentage points from 32.11% in 2021[19]. - The net cash flow from operating activities for 2022 was negative CNY 413.75 million, an improvement of 86.67% compared to negative CNY 3.10 billion in 2021[18][20]. - The company achieved a revenue of 69.32 billion RMB in 2022, representing a year-on-year increase of 16.64%[65]. - The net profit attributable to shareholders was 1.09 billion RMB, up 25.36% year-on-year, while the net profit excluding non-recurring items was 1.07 billion RMB, increasing by 29.57%[65]. Business Restructuring - The company underwent a significant asset restructuring, changing its main business from supermarket retail to the research and production of aluminum alloys and related products[7]. - The company acquired 100% equity of Shandong Innovation Metal Technology Co., Ltd., marking a strategic shift in its business operations[7]. - Following the restructuring, the company's main business shifted from supermarket retail to aluminum alloy research and production, significantly improving profitability[95]. - The company completed a major asset restructuring, selling assets valued at ¥2,283.36 million for a transaction price of ¥2,290 million[93]. - The company has successfully completed the restructuring of its board and supervisory committee, establishing a new management team[29]. Market Expansion and Product Development - The company plans to continue expanding its market presence and enhancing product development in the upcoming periods[20]. - The company is focusing on expanding its capacity in high-end product areas such as 3C electronics, automotive lightweighting, and new energy[29]. - The company aims to enhance its product structure by increasing the supply of high-end precision processing products, particularly in the fields of new energy vehicles and 3C electronics[32]. - The company is actively expanding its market presence in the automotive lightweight sector, collaborating with renowned brands such as BMW, Mercedes-Benz, and BYD[30]. - The company plans to continue its strategic initiatives in market expansion and product development to drive future growth[124]. Research and Development - The company invested 265.6174 million yuan in R&D during the reporting period, an increase of 42.34% compared to the previous year, and held a total of 319 domestic patents[31]. - The company has increased its R&D expenses by 42.34% to 265.62 million RMB, reflecting a commitment to innovation and product development[66]. - The company aims to enhance its core competitiveness by focusing on new product development and technology implementation, particularly in the automotive lightweighting, 3C electronics, and new energy sectors[103]. Sustainability and Environmental Initiatives - The company has committed to using renewable energy sources in its production processes, aligning with sustainability goals[11]. - The company is actively promoting the use of renewable energy and driving green and low-carbon development[28]. - The company has established an environmental protection mechanism and invested RMB 63.74 million in environmental protection during the reporting period[166]. - The company has implemented measures to reduce nitrogen oxide emissions, including the installation of regenerative low-nitrogen burners, which have effectively decreased NOx emission concentrations and volumes[177]. - The company is committed to sustainability, with plans to reduce carbon emissions by 20% over the next three years[128]. Governance and Compliance - The company has established independent operational capabilities, allowing it to conduct business activities autonomously[113]. - The company is in compliance with the governance standards set by the China Securities Regulatory Commission, with no significant discrepancies noted[112]. - The company has implemented measures to ensure the independence of its board and management from controlling shareholders[113]. - The company has conducted five shareholder meetings during the reporting period, ensuring compliance with legal requirements and protecting shareholder rights[110]. - The company has established specialized committees under the board, including the audit committee and the nomination committee[142]. Shareholder Relations and Profit Distribution - The company plans to distribute a cash dividend of RMB 0.06 per share, totaling RMB 240,215,916.18, which represents 22.06% of the net profit attributable to shareholders for the year 2022[157]. - The cash dividend policy stipulates that if there are no major cash expenditures, at least 80% of the profit distribution should be in cash during the mature stage of development[156]. - The company has established a stable profit distribution policy to actively return profits to investors and ensure their rights and interests are protected[182]. - The company's cash dividend distribution plan must be communicated with shareholders, especially minority shareholders, through various channels[156]. Risk Management - The company reported risks including macroeconomic fluctuations, industry policy risks, and raw material price volatility, which could impact future performance[6]. - The company is actively monitoring industry dynamics and diversifying its market presence to mitigate risks associated with macroeconomic fluctuations[105]. - The company has established a safety production management system to prevent accidents in high-risk manufacturing processes[107]. Employee Management - The company has implemented a training program focusing on improving employee skills and stabilizing the workforce, covering all employees[152]. - The company reported a total of 9,829 employees, with 8,195 in production, 296 in sales, and 373 in R&D[150]. - The company has established a reasonable salary system linked to employee performance and responsibilities[151]. Financial Position and Assets - Cash and cash equivalents at the end of the period amounted to ¥3,832,098,244.78, which is 22.71% of total assets[87]. - Accounts receivable reached ¥2,129,240,082.59, making up 12.62% of total assets, with an 8.59% increase compared to the previous period[87]. - Inventory increased by 15.16% to ¥3,111,241,064.50, representing 18.44% of total assets[87]. - Short-term borrowings rose significantly by 71.34% to ¥4,523,049,738.03, accounting for 26.80% of total assets[87].

Financial Performance - The company's operating revenue for the first half of 2022 was ¥4,012,535,176.48, a decrease of 6.11% compared to the same period last year [15]. - The net profit attributable to shareholders was -¥66,663,458.70, representing a significant decline of 251.23% year-on-year [15]. - The net cash flow from operating activities increased by 204.00% to ¥318,365,999.10 compared to the previous year [15]. - The total assets at the end of the reporting period were ¥11,104,825,966.59, down 3.90% from the end of the previous year [15]. - The basic earnings per share for the first half of 2022 was -¥0.10, a decrease of 233.33% compared to -¥0.03 in the same period last year [16]. - The company's operating profit was CNY -18,545,021.91, reflecting a decrease of 166.12% compared to the previous year [26]. - The total profit for the period was CNY -27,045,562.11, a decline of 287.11% year-on-year, driven by reduced revenue and gross profit [26]. - The company reported a net loss of CNY 586,864,603.61, compared to a loss of CNY 520,201,144.91 in the previous period [84]. - Total operating revenue for the first half of 2022 was CNY 4,012,535,176.48, a decrease of 6.12% compared to CNY 4,273,694,803.78 in the same period of 2021 [88]. - Net profit for the first half of 2022 was a loss of CNY 66,663,458.70, compared to a loss of CNY 18,322,656.83 in the same period of 2021 [89]. Governance and Compliance - The board of directors confirmed the authenticity, accuracy, and completeness of the semi-annual report, with all directors present at the meeting [2]. - The company has a comprehensive governance structure in place, ensuring accountability and transparency [4]. - The financial report has been approved by the company's board of directors, ensuring compliance with regulatory requirements [112]. - The company held a temporary shareholders' meeting on February 16, 2022, to approve major asset sales and share issuance for asset purchases [43]. - The company is committed to ensuring compliance with legal and regulatory requirements during its restructuring and asset transactions [45]. - The company held two shareholder meetings during the reporting period, including the first extraordinary meeting of 2022 and the annual meeting for 2021 [46]. Risks and Challenges - The company faces various risks including policy, market, operational, management, and financial risks, with detailed countermeasures provided in the report [3]. - The company faces risks from policy changes that could impact the retail industry, necessitating timely adjustments to business strategies [37]. - Market competition has intensified due to the rapid expansion of both domestic and foreign enterprises, prompting the company to implement differentiated operations and enhance market share through KVI management [38]. - New store openings may incur short-term losses during the 1-2 year market cultivation period, leading the company to adopt a phased opening strategy to mitigate overall performance impact [39]. - The company has implemented organizational changes to reduce management levels and improve operational efficiency, focusing on talent development and cost control [24]. Operational Highlights - The company operates multiple wholly-owned subsidiaries across various regions, enhancing its market presence [8]. - The company maintains a dedicated contact for investor relations, ensuring effective communication with stakeholders [11]. - The company operates primarily through a self-operated model, which allows for greater autonomy in procurement and sales, enhancing profit margins [21]. - The company has over 100 stores across more than ten provinces, establishing a strong market position and brand reputation [22]. - The logistics centers operated smoothly, with a notable increase in throughput and improved delivery efficiency from warehouses to stores [24]. - The company has integrated a new expansion strategy focusing on upgrading store formats and enhancing customer experience [24]. - The number of effective members nationwide continued to rise, supported by the establishment of a customer relationship management system and online interaction channels [24]. Financial Position and Investments - The company invested a total of 450 million yuan in external equity investments in the first half of 2022, a significant increase of 1,700% compared to 25 million yuan in the same period of 2021 [32]. - The company holds a 100% equity stake in Beijing Hualian Life Supermarket Co., Ltd., with an investment amount of 450 million yuan [33]. - The fair value of trading financial assets at the end of the reporting period is 21.92 million yuan, with an initial investment of 29.71 million yuan, resulting in a loss of 1.94 million yuan due to fair value changes [34]. - The company has a total of 250 million yuan invested in Hualian Finance Co., Ltd., which reported a net profit of 1.28 million yuan [36]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 25,290 [76]. - The largest shareholder, Beijing Hualian Group Investment Holdings Co., Ltd., holds 29.17% of the shares, totaling 194,195,951 shares [77]. - Hainan Yixiong Commercial Investment Management Co., Ltd. holds 13.55% of the shares, totaling 90,248,350 shares [77]. - The company has not experienced any changes in share capital structure during the reporting period [76]. - There are no related party relationships among the top shareholders listed [78]. Asset Management - The company has established asset management controls, including daily management and periodic inventory checks, to address asset management risks [41]. - The company has optimized its supply chain to ensure stable product supply and developed differentiated self-owned brand products to enhance competitiveness [24]. - The company has strict safety management protocols to prevent incidents such as fires and theft during operations [41]. Accounting and Financial Reporting - The financial report for the reporting period has not been audited [2]. - The company adheres to the accounting standards, ensuring that the financial statements accurately reflect the financial position as of June 30, 2022, and the operational results for the first half of 2022 [114]. - The accounting period for the company runs from January 1 to December 31 each year, with a business cycle of 12 months [115]. - The company's functional currency is Renminbi, and it applies specific accounting policies for business combinations under common and non-common control [116]. Employee and Management Information - The company has not disclosed any new employee incentive plans or stock ownership plans [49]. - The company has made commitments related to the establishment of a management equity incentive mechanism, with adjustments made to the number of shares involved [54]. - The number of shares for the management equity incentive mechanism has been adjusted from 7 million to 11.83 million due to previous profit distributions and capital increases [54]. - There were no changes in the management or board of directors during the reporting period [47].