被担保人名称：广州文船重工有限公司（以下简称"文船重工"）, 系中船海洋与防务装备股份有限公司（以下简称"公司"）控股子公司中船 黄埔文冲船舶有限公司（以下简称"黄埔文冲"）的全资子公司。 本次担保金额及已实际为其提供的担保余额：黄埔文冲为文船重工 履行《产能锁定合同》项下的义务和责任提供连带责任保证，担保金额为 人民币 3.08 亿元。截至本公告日，黄埔文冲已实际为文船重工提供的担保 余额为 4.83 亿元。 本次担保不存在反担保的情形 本公司及子公司均无逾期担保的情形 一、担保情况概述 （一）本次担保基本情况 证券代码：600685 证券简称：中船防务 公告编号： 2023-043 中船海洋与防务装备股份有限公司 关于子公司提供担保的进展公告 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： 公司控股子公司黄埔文冲的全资子公司文船重工于近日获得《产能锁 定合同》，根据该合同，黄埔文冲作为文船重工的母公司需为文船重工提供 履约连带责任保证，担保金额为 3.08 亿元。 （二）本次担保事项履行的内部决策程序 公司 ...

证券简称：中船防务 股票代码：600685 公告编号: 2023-040 中船海洋与防务装备股份有限公司 第十届董事会第二十五次会议决议公告 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。 中船海洋与防务装备股份有限公司（以下简称"公司"或"本公司"） 第十届董事会第二十五次会议于 2023 年 12 月 29 日（星期五）上午 9：30 在本公司会议室召开，董事会会议通知和材料于 2023 年 12 月 19 日（星期 二）以电子邮件方式发出。会议应出席董事 10 人，亲自出席董事 8 人。非 执行董事陈激先生因工作原因未能出席本次会议，委托执行董事陈利平先 生代为出席表决；非执行董事顾远先生因工作原因未能出席本次会议，委 托执行董事向辉明先生代为出席表决；因工作原因，非执行董事尹路先生 及独立董事林斌先生以视频方式出席本次会议。本公司监事、高级管理人 员列席了会议。会议程序符合《公司法》和本公司《公司章程》的有关规 定，会议决议合法有效。会议由董事长向辉明先生主持，经过充分讨论， 会议审议通过如下议案： 1、通过《关于制定 ...

2023年第三季度报告 证券代码： 600685 证券简称：中船防务 中船海洋与防务装备股份有限公司 2023 年第三季度报告 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： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务 信息的真实、准确、完整。 第三季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 ...

2023 年半年度报告 公司代码：600685 公司简称：中船防务 中船海洋与防务装备股份有限公司 2023 年半年度报告 2023 年半年度报告 重要提示 一、本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实性、准确性、完整性，不存在虚假记载、误导性陈述或重大遗漏，并承 担个别和连带的法律责任。 二、未出席董事情况 | --- | --- | --- | --- | |----------------|----------------|-----------------------|--------------| | 未出席董事职务 | 未出席董事姓名 | 未出席董事的原因 说明 | 被委托人姓名 | | 董事 | 向辉明 | 工作原因 | 喻世友 | | 董事 | 陈激 | 工作原因 | 陈利平 | | 董事 | 顾远 | 工作原因 | 陈利平 | 三、 本半年度报告未经审计。 四、公司负责人陈利平、主管会计工作负责人侯增全及会计机构负责人（会计主 管人员）谢微红声明：保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 本公 ...

2023年第一季度报告 证券代码：600685 证券简称：中船防务 中船海洋与防务装备股份有限公司 2023 年第一季度报告 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 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存 在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务信息 的真实、准确、完整。 第一季度财务报表是否经审计 □是√否 ...

2022 年年度报告 公司代码：600685 公司简称：中船防务 中船海洋与防务装备股份有限公司 2022 年年度报告 1 2022 年年度报告 重要提示 三、 立信会计师事务所（特殊普通合伙）为本公司出具了标准无保留意见的审计报告。 四、 公司负责人陈利平、主管会计工作负责人侯增全及会计机构负责人（会计主管人 员）谢微红声明：保证年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 公司拟向全体股东每10股派发现金红利人民币0.10元（含税），截至2022年12月 31 日 , 公 司 总 股 本 1,413,506,378 股 ， 以 此 计 算 合 计 拟 派 发 现 金 红 利 人 民 币 14,135,063.78元(含税)，占2022年度归属于上市公司股东的净利润的比例为2.05%， 剩余未分配利润954,983,515.14元结转至以后年度分配。公司2022年度不实施资本公 积金转增股本。 在实施权益分派的股权登记日前公司总股本发生变动的，拟维持每股分配比例不 变，相应调整分配总额。 六、 前瞻性陈述的风险声明 √适用□不适用 本年度报告涉及的未 ...

Dividend Distribution - The company plans to distribute a cash dividend of RMB 1.38 per 10 shares, totaling RMB 195,063,880.16, which represents 245.71% of the net profit attributable to the parent company's shareholders for the year[3] - Proposed cash dividend per 10 shares: 1.38 RMB (tax included)[126] - Total cash dividend proposed: 195.06 million RMB (tax included)[126] - Dividend payout ratio: 245.71% of net profit attributable to parent company shareholders[126] Share Capital and Structure - The total share capital of the company as of December 31, 2021, is 1,413,506,378 shares[3] - Total shares outstanding as of December 31, 2021: 1,413,506,378 shares[126] - The company's share capital structure remained unchanged during the reporting period[179] - The company did not issue any new securities during the reporting period[179] Company Address and Listing Information - The company's registered and office address is located at 15th Floor, Ship Building, 137 Ge Xin Road, Haizhu District, Guangzhou, China[11] - The company's A-share is listed on the Shanghai Stock Exchange with the stock code 600685, and its H-share is listed on the Hong Kong Stock Exchange with the stock code 00317[13] Annual Report Disclosure - The company's annual report is disclosed on media platforms including "China Securities Journal" (www.cs.com.cn) and "Securities Daily" (www.zqrb.cn)[12] - The company's annual report is also available on the Shanghai Stock Exchange website (www.sse.com.cn) and the Hong Kong Stock Exchange website (www.hkexnews.hk)[12] Auditors and Financial Advisors - The company's auditor is Ernst & Young Hua Ming LLP, with signing accountants Liang Qianhai and Lu Li[14] - The company's financial advisor during the reporting period is Shenwan Hongyuan Securities, with financial advisors Qin Mingzheng and Wang Peng[14] Controlling Shareholder and Subsidiaries - The company's controlling shareholder is China State Shipbuilding Corporation Limited (CSSC)[8] - The company's subsidiary, Huangpu Wenchong Shipbuilding Co., Ltd., holds a 54.5371% stake in the company[8] Financial Performance - Revenue for 2021 was RMB 116.72 billion, a slight increase of 0.54% compared to the previous year[16] - Net profit attributable to shareholders in 2021 was RMB 79.39 million, a significant decrease of 97.83% year-on-year, primarily due to the one-time gain from the disposal of equity in Guangzhou Shipyard International and Chengxi Yangzhou in the previous year[16] - Operating cash flow for 2021 was RMB 4.37 billion, a substantial improvement of RMB 5.39 billion compared to the previous year, driven by increased shipbuilding progress payments[16] - Total assets at the end of 2021 were RMB 44.27 billion, an increase of 13.68% compared to the end of 2020[15] - Net assets attributable to shareholders at the end of 2021 were RMB 15.52 billion, an increase of 7.57% compared to the end of 2020, mainly due to the appreciation of China Shipbuilding stocks and dividends[16] - Basic earnings per share for 2021 were RMB 0.0562, a decrease of 97.83% compared to the previous year[16] - Weighted average return on equity (ROE) for 2021 was 0.53%, a decrease of 30.21 percentage points compared to the previous year, largely due to the one-time gain from equity disposals in the previous year[16] - Revenue for Q4 2021 was RMB 4.83 billion, the highest among all quarters, contributing significantly to the annual revenue[19] - Government subsidies received in 2021 amounted to RMB 77.01 million, a decrease from RMB 138.13 million in 2020[20] - The company's state-owned exclusive capital reserve balance at the end of 2021 was RMB 521 million, primarily from state-allocated funds for infrastructure projects[16] - The company achieved operating revenue of 11.672 billion yuan, a year-on-year increase of 0.54%, driven by the recovery of the global shipping market[30] - The company received orders worth 32.524 billion yuan, a year-on-year increase of 248.3%, including 85 new ship orders across 17 types[26] - The company delivered 35 ships and 2 offshore platforms, totaling 944,300 deadweight tons, and completed the annual delivery task ahead of schedule[27] - The company's net profit attributable to shareholders was 79 million yuan, with a non-recurring profit increase of 232 million yuan[27] - The company's trading financial assets increased by 2.225 billion yuan, reaching 3.281 billion yuan at the end of the period[24] - The company's other equity instrument investments increased by 1.556 billion yuan, reaching 5.480 billion yuan at the end of the period[24] - The company's total non-recurring profit and loss amounted to 3.945 billion yuan, with a minority shareholder impact of 621.687 million yuan[22] - The company's government subsidies, including first-set insurance subsidies and financial interest subsidies, totaled 38.256 million yuan[23] - The company's shipbuilding industry benefited from the recovery of the global new shipbuilding market, with significant increases in order intake and delivery[25] - The company's main products include military ships, offshore engineering platforms, and wind power installation platforms, with no major changes in core business during the reporting period[29] - The company delivered 35 ships and 2 offshore platforms, totaling 944,300 deadweight tons, with operating revenue of 11.672 billion yuan, a year-on-year increase of 0.54%[32] - Net profit attributable to shareholders of the listed company was 79 million yuan, a year-on-year decrease of 3.583 billion yuan[32] - R&D expenses increased by 4.59% to 617.47 million yuan, reflecting increased investment in R&D efforts[33] - Operating cash flow increased significantly to 4.365 billion yuan, primarily due to higher progress payments received for ships[34] - The company's gross profit margin for shipbuilding products increased by 5.59 percentage points to 9.22%[36] - Bulk carrier business revenue decreased by 81.43% to 182.49 million yuan, but gross margin improved by 20.15 percentage points[36] - The company has 11 provincial and ministerial-level technological innovation platforms, including a national enterprise technology center and a postdoctoral research workstation[31] - The company maintains leading positions in domestic markets for military vessels, official ships, and new-generation large ocean rescue ships[31] - Sales expenses surged by 837.23% to 131.97 million yuan, mainly due to increased warranty provisions for completed ships[33] - Financial expenses decreased by 270.99% to -40.74 million yuan, primarily due to reduced net exchange losses from currency fluctuations[34] - Shipbuilding business revenue decreased by 2.83% to RMB 9.192 billion, with a gross margin increase of 5.59 percentage points to 9.22%[38] - Offshore business revenue turned positive, increasing by RMB 648 million compared to the previous year, reaching RMB 356 million[38] - Steel structure engineering business revenue increased by 0.89% to RMB 1.637 billion, with a gross margin of 10.68%, up by 0.86 percentage points[38] - Ship repair and modification business revenue decreased by 72.45% to RMB 124 million, with a gross margin decline of 10.59 percentage points to 7.87%[38] - Revenue from the Chinese market (including Hong Kong, Macau, and Taiwan) increased by 32.75%, while revenue from overseas markets decreased by 88.14%[38] - Shipbuilding production and sales volume decreased by 7.69% to 944,300 deadweight tons, with no inventory[39] - Steel structure production and sales volume increased by 6.70% to 137,000 tons, with no inventory[39] - Direct material costs for shipbuilding products decreased by 4.83% to RMB 643.393 million, accounting for 62.07% of total costs[42] - Processing costs for shipbuilding products decreased by 23.62% to RMB 191.967 million, accounting for 18.52% of total costs[42] - Impairment losses for shipbuilding products decreased significantly, with a change of 60.98% compared to the previous year[42] - Direct material costs for steel structure engineering decreased by 16.98% to RMB 732.56 million, while processing costs increased by 25.59% to RMB 729.92 million[43][44] - Ship repair and modification business saw a 75.69% decrease in direct material costs to RMB 18.48 million and a 67.09% decrease in processing costs to RMB 95.54 million[43][44] - Top five customers accounted for 65.97% of total annual sales, with no sales to related parties[45] - Top five suppliers accounted for 55.75% of total annual procurement, with 51.60% from related parties[47] - Sales expenses increased by 837.23% to RMB 131.97 million due to higher warranty fees for completed ships[48][49] - R&D expenses increased by 4.59% to RMB 617.47 million, accounting for 5.29% of total revenue[49][50] - The company has 1,264 R&D personnel, representing 16.4% of total employees, with 1,067 holding bachelor's degrees[51] - The company applied for 493 patents, including 390 invention patents, and was granted 381 patents, including 166 invention patents[52] - Operating cash flow increased by RMB 5.39 billion to RMB 4.37 billion, mainly due to higher ship progress payments received[53][54] - Investment cash flow was RMB -3.38 billion, an increase of RMB 88.76 million compared to the previous year[53][54] - Net cash flow from financing activities was -1,265,815,567.34 yuan, a decrease of 456,510,546.73 yuan compared to the previous year[55] - Trading financial assets increased by 210.94% to 3,281,028,607.57 yuan, accounting for 7.41% of total assets[56] - Contract liabilities increased by 80.75% to 9,348,839,525.55 yuan, accounting for 21.12% of total assets[57] - Global new ship orders reached 1671 ships and 11984 million deadweight tons, a year-on-year increase of 77.1%[58] - The Clarkson New Ship Price Index rose to 154 points, an increase of 28 points year-on-year[58] - Container ship orders surged by 326.9% to 548 ships and 4499 million deadweight tons[58] - Long-term equity investment balance increased by 0.29% to 4.953 billion yuan[60] - Restricted monetary funds amounted to 4,143,341,806.60 yuan, to be released upon contract fulfillment[58] - Overseas assets totaled 722,229,545.46 yuan, accounting for 1.63% of total assets[57] - Other comprehensive income increased by 166.62% to 1,863,752,512.56 yuan, driven by a significant rise in China Shipbuilding's stock price[57] - The fair value of trading financial assets increased by RMB 2,225,837,362.86, reaching RMB 3,281,028,607.57 at the end of the period, with an impact on current profit of RMB 119,714,954.46[62] - The company has 122 outstanding USD forward exchange contracts totaling USD 1,291.77 million, with the longest settlement period extending to October 25, 2026[63] - The fair value of financial assets measured at fair value at the end of the reporting period was RMB 8,953,885,977.70, with an impact on current profit of RMB 129,123,019.19[64] - The fair value of other equity instrument investments increased by RMB 1,556,221,035.45, reaching RMB 5,480,001,529.79 at the end of the period, with dividend income of RMB 9,408,064.73[64] - The company sold 41% of its equity in Guangzhou Xinhang Human Resources Service Co., Ltd., resulting in an investment income of RMB 465,400[67] - Zhongship Huangpu Wenchong Shipbuilding Co., Ltd. reported a net loss of RMB 70.85 million, primarily due to product structure adjustments and lower gross margins on some products[68] - Guangzhou Wenchong Shipyard Co., Ltd. achieved a net profit of RMB 53.54 million, turning around from a loss in the previous year due to cost control and efficiency improvements[68] - Guangzhou Huangchuan Marine Engineering Co., Ltd. reported a net profit of RMB 61.91 million, also turning around from a loss in the previous year[68] - The company's total financial assets measured at fair value amounted to RMB 8,953,885,977.70, with a total impact on current profit of RMB 129,123,019.19[64] - The company's trading financial assets had a fair value of RMB 3,102,524,300 at the end of the reporting period, with a total fair value change and investment income of RMB 28,811,800[64] - Global new shipbuilding market demand is expected to slightly adjust to around 90 million deadweight tons in 2022, with a total value of $85 billion[70] - Global offshore equipment new construction demand is expected to rise to $12 billion in 2022, a 20% increase compared to 2021[71] - The company achieved revenue of RMB 11.672 billion in 2021, completing 104.21% of the annual plan, with contract承接金额 of RMB 32.524 billion, completing 248.27% of the annual plan[73] - The company plans to achieve revenue of RMB 11.7 billion and contract承接金额 of RMB 11.46 billion in 2022[73] - The company faces financial risks including exchange rate and interest rate risks, with potential impacts from fluctuations in the USD exchange rate and market interest rates[75] - Customer risks include potential delays in payments, contract modifications, or even order cancellations due to economic and pandemic-related factors[75] - Cost risks are expected due to high domestic steel prices and rising labor costs, which may increase production costs and impact profitability[75] - The company aims to optimize product structure and increase the proportion of high-value-added products to mitigate cost fluctuations[75] - The company is focusing on green and intelligent transformation in shipbuilding, aiming to enhance competitiveness in high-tech and high-value-added sectors[71] - The company is committed to becoming a world-class marine equipment manufacturer, integrating R&D, manufacturing, and services, and aligning with national strategies such as the Belt and Road Initiative[72] - The company held a total of 8 board meetings in 2021, including 2 on-site meetings and 6 teleconference meetings, and issued 4 periodic reports and 33 interim announcements[79] - The company's board of directors conducted an annual internal control review to ensure the effectiveness of the internal control system[80] - All directors confirmed compliance with the standard code for securities transactions and no violations occurred during sensitive periods in 2021[81] - The company's board of directors established four specialized committees: Audit, Nomination, Remuneration and Assessment, and Strategy[83] - The Audit Committee held 6 meetings in 2021 to review financial reports, internal controls, and related party transactions[84] - The Nomination Committee held 1 meeting in 2021 to review and approve the nomination of non-executive director candidates[85] - The Remuneration and Assessment Committee held 2 meetings in 2021 to review and approve senior management compensation and performance evaluations[86] - The Strategy Committee held 1 meeting in 2021 to discuss the company's next phase of strategic planning[87] - The company maintains continuous communication with shareholders and holds annual general meetings as the primary opportunity for shareholder engagement[89] - The company has established multiple channels for continuous communication with shareholders, including printed materials, disclosures on the HKEX website, and the company's own website[90][91] - Shareholders holding 10% or more of the company's shares can request a temporary shareholders' meeting, with the board required to respond within 10 days[92] - The company will cover the necessary expenses for shareholders who independently convene a shareholders' meeting[93] - Shareholders can access various company information, including shareholder registers, director profiles, and financial reports, after paying a reasonable fee[94] - Shareholders holding 3% or more of the company's shares can propose temporary agenda items for the shareholders' meeting 10 days in advance[95] - The company maintained independence from its controlling shareholder, China State Shipbuilding Corporation (CSSC), in 2021, with no instances of interference in decision-making[96] - CSSC proposed to exempt the third step of its commitment to avoid competition with the company, which was approved at the 2021 first temporary shareholders' meeting[96][97] - The 2020 annual shareholders' meeting approved the 2020 annual report, financial statements, and profit distribution plan[98] - The 2021 first temporary shareholders' meeting approved the exemption of CSSC's commitment to avoid competition and the appointment of the 2021 financial report auditor[98] - The 2021 second temporary shareholders' meeting approved revisions to the company's articles of association and election of directors[98] - The company held its 2020 Annual General Meeting, approving the 2020 Board of Directors Report, 2020 Supervisory Committee Report, 2020 Annual Report (including financial statements), 2020 Profit Distribution Plan, and the framework proposal for the company and its subsidiaries to provide guarantees and their amounts in 2021[99] - The 2021 First Extraordinary General Meeting approved the proposal for the controlling shareholder to be exempted from fulfilling Step 3 of the "Further Avoidance of Industry Competition Commitment" and the proposal to appoint the company's 2021 financial report audit institution[99] - The 2021 Second Extraordinary General Meeting approved amendments to the "Articles of Association," "Rules of Procedure for Shareholders' Meetings," and "Rules of Procedure for the Board of Directors," as well as the election of company directors[99] - The 2021