北京德恒律师事务所 关于 天津友发钢管集团股份有限公司 2023 年第一次临时股东大会的 法律意见 电话:010-52682888 传真:010-52682999 邮编:100033 北京市西城区金融街 19 号富凯大厦 B 座 12 层 北京德恒律师事务所 关于天津友发钢管集团股份有限公司 2023 年第一次临时股东大会的法律意见 北京德恒律师事务所 关于天津友发钢管集团股份有限公司 2023 年第一次临时股东大会的 法律意见 德恒01G20210030-11号 致：天津友发钢管集团股份有限公司 根据天津友发钢管集团股份有限公司（以下简称"友发集团"或"公司"） 对北京德恒律师事务所（以下简称"本所"）的委托，本所指派律师出席公司召 开的2023年第一次临时股东大会（以下简称"本次股东大会"或"本次会议"）， 对公司本次股东大会的召集与召开程序、出席会议人员的资格与召集人的资格、 会议表决程序与表决结果等有关事项出具法律意见。 为出具本法律意见之目的，公司向本所及律师提供了与本次股东大会召开事 宜有关的文件、资料。公司承诺其所提供的文件、资料及所作的陈述和说明是真 实、准确、完整和有效的，无任何隐瞒、疏漏之 ...

天津友发钢管集团股份有限公司关于本次 限制性股票回购注销不调整可转换公司债券转股价格的公告 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。 公司已向中国证券登记结算有限责任公司上海分公司提交注销 60.98 万股限制性股票的申 请，预计将于 2023 年 8 月 11 日完成注销登记。因公司本次回购注销股份占公司总股本比例较 小，经计算，本次限制性股票回购注销完成后，"友发转债"转股价格不变。 天津友发钢管集团股份有限公司（以下简称"公司"）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]328 号）核准，于 2022 年 3 月 30 日公开发行了 2,000 万张可转 换公司债券，每张面值为人民币 100 元，发行总额为人民币 20 亿元。经上海证券交易所自律监管 决定书[2022]113 号文同意，可转换公司债券于 2022 年 4 月 26 日起在上海证券交易所挂牌交易，债 券简称"友发转债"，债券代码"113058"。自 2022 年 10 月 10 日起，友发转债可转换为本公司 股份 ...

证券代码：601686 证券简称：友发集团 公告编号：2023-085 债券代码：113058 转债简称：友发转债 天津友发钢管集团股份有限公司（以下简称"公司"）于 2023 年 6 月 13 日召开第四届董 事会第三十五次会议、第四届监事会第三十二次会议，审议通过了《关于回购注销 2021 年限制 性股票激励计划部分限制性股票的议案》《关于 2021 年限制性股票激励计划首次授予部分第二 个解除限售期解除限售条件成就的议案》，独立董事对此发表了独立意见。根据《激励计划》 以及 2020 年年度股东大会的授权，公司按照调整后的回购价格加上同期央行定期存款利息之和 回购注销该部分股票。具体内容详见公司于上海证券交易所网站（www.sse.com.cn）及其他指 定媒体披露的相关公告。 天津友发钢管集团股份有限公司 关于回购注销部分限制性股票实施公告 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： ● 回购注销原因：根据公司《2021 年限制性股票激励计划（草案）》（以下简称"《激 励计划》"）相关规定，鉴于《激 ...

| 证券代码：601686 | 证券简称：友发集团 | 公告编号：2023-048 | | --- | --- | --- | | 债券代码：113058 | 转债简称：友发转债 | | 天津友发钢管集团股份有限公司 关于举办 2022 年年度暨 2023 年第一季度网上业绩说明会公告 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。 重要内容提示： 一、 说明会类型 天津友发钢管集团股份有限公司（以下简称"公司"）于 2023 年 04 月 20 日、2023 年 04 月 28 日在上海证券交易所网站（www.see.com.cn）及《上海证券报》、《中国证券报》、 《证券日报》、《证券时报》披露公司 2022 年年度报告、2023 年第一季度报告。 （一） 说明会召开时间：2023 年 05 月 18 日 上午 11:00-12:00； 会议召开时间：2023 年 05 月 18 日(星期四) 上午 11:00-12:00 会议召开方式：网络文字互动 会议召开网址："上证 e 互动之 e 访谈"网络平台（http:/ ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥14,372,193,145.63, representing a decrease of 5.48% compared to the same period last year[6] - Net profit attributable to shareholders was ¥214,479,658.28, an increase of 63.98% year-on-year[6] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥177,804,326.87, up by 32.75% compared to the previous year[6] - The basic and diluted earnings per share were both ¥0.15, reflecting a year-on-year increase of 66.67%[8] - The net profit for Q1 2023 was CNY 217,228,702.94, an increase of 62.9% compared to CNY 133,443,443.97 in Q1 2022[36] - The operating profit for Q1 2023 reached CNY 288,731,625.99, up from CNY 194,172,345.42 in the same period last year, reflecting a growth of 48.7%[36] - The total comprehensive income for Q1 2023 was CNY 217,228,702.94, up from CNY 133,443,443.97 in Q1 2022, reflecting an increase of 62.9%[36] Cash Flow and Liquidity - The net cash flow from operating activities was -¥850,715,575.49, a decrease of 35.42% compared to the previous year[8] - The cash flow from operating activities showed a net outflow of CNY -850,715,575.49 in Q1 2023, an improvement from CNY -1,317,406,435.48 in Q1 2022[41] - The net cash flow from investing activities was $140,691,538.31, a significant improvement from a negative cash flow of $626,077,203.66 in the previous period[43] - The net cash flow from financing activities was $175,323,100.74, down from $901,665,661.55 in the previous period[43] - The total cash and cash equivalents at the end of the period were $1,742,809,315.63, a decrease from $645,106,150.54 in the previous period[43] - The net increase in cash and cash equivalents was -$534,700,936.44, compared to -$1,041,817,977.59 in the previous period[43] Assets and Liabilities - Total assets at the end of the reporting period were ¥18,227,204,790.78, an increase of 8.62% from the end of the previous year[8] - Total liabilities rose to RMB 10,819,262,334.52 in Q1 2023 from RMB 9,398,487,520.21 in Q4 2022[30] - Shareholders' equity increased to RMB 7,407,942,456.26 as of March 31, 2023, compared to RMB 7,381,889,522.99 at the end of 2022[30] - Total assets increased to RMB 18,227,204,790.78 as of March 31, 2023, compared to RMB 16,780,377,043.20 at the end of 2022[23] Operational Efficiency - The increase in net profit was primarily due to higher sales volume and improved product gross margins[12] - Total operating costs for Q1 2023 were RMB 14,092,486,296.49, down from RMB 14,953,821,659.07 in Q1 2022[30] - The total operating expenses increased to CNY 18,458,434,183.70 in Q1 2023, down from CNY 19,402,311,126.13 in Q1 2022, showing a decrease of 4.8%[41] - Research and development expenses increased to CNY 1,889,465.33 in Q1 2023, compared to CNY 1,789,928.50 in Q1 2022, marking a rise of 5.5%[36] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 31,147[15] - The company reported a non-recurring gain of ¥36,675,331.41 after tax, mainly from government subsidies and other non-operating income[11]

Financial Performance - In 2022, the company sold 13.63 million tons of various steel pipes, representing a year-on-year increase of 12.97%[21] - The total operating revenue for 2022 was RMB 67.36 billion, a slight increase of 0.74% compared to RMB 66.87 billion in 2021[15] - The net profit attributable to shareholders of the listed company was RMB 297 million, a decrease of 51.63% from RMB 614 million in the previous year[15] - Basic earnings per share for 2022 were RMB 0.21, down 51.16% from RMB 0.43 in 2021[16] - The company's net assets attributable to shareholders increased by 3.28% to RMB 6.44 billion at the end of 2022, compared to RMB 6.23 billion at the end of 2021[15] - The weighted average return on net assets was 4.75% in 2022, down from 10.26% in 2021, reflecting the impact of market conditions[16] - The operating cost for the same period was 66.06 billion yuan, an increase of 1.36% year-on-year[55] - The company reported non-recurring gains and losses totaling 78.68 million yuan, with a significant impact from tax and minority interests adjustments[45] - Operating cash inflow totaled ¥76.38 billion, a year-on-year increase of 1.01%[67] - Operating cash outflow amounted to ¥75.60 billion, reflecting a year-on-year increase of 1.07%[67] - Net cash flow from operating activities decreased by 4.27% to ¥776.63 million[78] - Investment cash inflow increased significantly by 67.66% to ¥7.65 billion[67] - Financing cash inflow rose by 24.39% to ¥6.56 billion, with net cash flow from financing activities increasing by 121.71% to ¥1.69 billion[67] Production and Sales - The production volume of welded steel pipes was 20.11 million tons, an increase of 10.33% year-on-year, while sales volume rose by 12.97% to 13.63 million tons[79] - The company aims for a production volume of 24 million tons and sales of 15.5 million tons of welded steel pipes in 2023, representing increases of approximately 19.25% and 13.69% compared to 2022, respectively[148] - The company has set sales targets of 15.5 million tons, 16.3 million tons, and 17 million tons for 2023-2025, with net profit targets of 1.2 billion yuan, 1.4 billion yuan, and 1.6 billion yuan respectively[110] Research and Development - In 2022, the company received over 190,000 employee suggestions and completed 2,075 innovation projects, demonstrating a strong culture of innovation[26] - The company’s total R&D investment for the period was ¥22,431,564.11, accounting for 0.03% of operating revenue[96] - The number of R&D personnel is 405, representing 2.95% of the total workforce[96] - The company plans to enhance product and technology innovation, focusing on specialized square and rectangular tubes for modular construction and improving zinc layer corrosion rates[148] - Research and development expenses decreased by 7.10% to 22.43 million yuan, reflecting a strategic adjustment in R&D investment[63] Strategic Initiatives - The company has implemented a ten-year development strategy, focusing on expanding into new fields and product categories, while maintaining a strong market presence[21] - The company aims to enhance cooperation with over 1,000 distributors nationwide and support them in addressing pain points[74] - The company plans to implement a "one-stop service platform" for steel pipe processing and distribution to drive marketing innovation[74] - Plans for horizontal expansion include adding new categories of steel pipe products and exploring overseas production bases[110] - The company is committed to achieving a revenue target of 100 billion yuan as part of its "Youfa 2025" mid-term plan[110] Governance and Management - The company has established a robust corporate governance structure, ensuring clear responsibilities and compliance with legal regulations[153] - The board of directors consists of 9 members, including 3 independent directors, who actively participate in decision-making and oversight[153] - The company held 12 board meetings during the reporting period, demonstrating active governance and oversight practices[153] - The total remuneration for all directors, supervisors, and senior management at the end of the reporting period amounted to 14.143 million yuan[168] - The company has maintained independence from its controlling shareholders, ensuring no interference in operational decisions or financial management[153] Risk Management - The company has no significant risks impacting its operations during the reporting period[32] - Fluctuations in raw material prices have significantly impacted the company's operational management, leading to potential inventory losses and unmet revenue expectations[150] - The company faces risks from macroeconomic fluctuations, which could result in reduced orders and slower payment collection, potentially affecting annual operating profits[150] - The company has implemented a comprehensive safety management system to mitigate risks associated with its labor-intensive operations, although safety incidents cannot be entirely eliminated[150] Profit Distribution - The company proposed a cash dividend of RMB 1.5 per 10 shares, totaling RMB 214,102,962.6 (including tax) for the first three quarters of 2022[183] - The cash dividend represents 72.07% of the net profit attributable to ordinary shareholders in the consolidated financial statements, which was RMB 297,033,154.12[185] - The profit distribution plan was approved by the board and the extraordinary general meeting of shareholders, with independent directors providing prior consent[183] - The company has established a transparent profit distribution policy that complies with relevant regulations, protecting the rights of minority investors[183] Future Outlook - The company predicts that the national crude steel output for 2023 will be approximately 1 billion tons, remaining stable compared to the previous year[109] - The company expects the demand for welded steel pipes to continue growing due to investments in infrastructure and urban pipeline upgrades[109] - The company anticipates that the welding steel pipe industry will see increased concentration as smaller firms lose market competitiveness[109]

Financial Performance - The company's operating revenue for Q3 2022 was approximately ¥17.86 billion, a decrease of 12.35% compared to the same period last year[7]. - The net profit attributable to shareholders was a loss of approximately ¥114.52 million, representing a decline of 466.94% year-over-year[7]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of approximately ¥129.26 million, a decrease of 1,025.78% compared to the same period last year[7]. - The basic earnings per share for Q3 2022 was -¥0.08, a decline of 469.72% year-over-year[11]. - The diluted earnings per share for Q3 2022 was also -¥0.08, reflecting a decrease of 459.44% compared to the previous year[11]. - Net profit for the third quarter of 2022 was ¥9,677,838.60, a significant decrease from ¥566,264,668.94 in the same quarter of 2021[35]. - Basic earnings per share for the first three quarters of 2022 is CNY 0.05, compared to CNY 0.40 in the same period of 2021[38]. - Diluted earnings per share for the first three quarters of 2022 is CNY 0.05, down from CNY 0.41 in the same period of 2021[38]. Assets and Liabilities - Total assets at the end of Q3 2022 amounted to approximately ¥19.23 billion, an increase of 21.18% compared to the end of the previous year[11]. - The total assets of the company stand at ¥19,229,290,854.51, up from ¥15,868,517,167.08 in the previous year[28]. - The total liabilities as of the third quarter of 2022 amounted to ¥11,922,388,018.91, compared to ¥8,627,856,472.11 in the previous year, marking an increase of approximately 38%[34]. - The total non-current liabilities rose to ¥2,864,755,274.05, compared to ¥764,316,921.65 in the previous year, reflecting an increase of approximately 275%[34]. - The company's inventory is reported at ¥3,483,368,950.95, a decrease from ¥3,676,742,636.95[28]. - The total liabilities include short-term borrowings of ¥2,124,070,336.74, compared to ¥2,032,012,864.63 in the previous year[28]. - The company has a total of ¥4,716,138,630.05 in notes payable, up from ¥4,031,230,000.00[28]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 37,122[22]. - The largest shareholder, Li Maojin, holds 275,358,000 shares, accounting for 19.25% of the total shares[22]. - There are no significant changes in the shareholder structure or related party transactions reported[24]. Cash Flow - The net cash flow from operating activities for the year-to-date was approximately ¥84.30 million, an increase of 104.04% compared to the previous year[11]. - The net cash flow from operating activities for the first three quarters of 2022 is CNY 84,300,504.17, a recovery from a negative cash flow of CNY -2,084,249,235.39 in the same period of 2021[42]. - The total cash inflow from operating activities for the first three quarters of 2022 is CNY 60,302,499,566.10, up from CNY 55,553,641,530.34 in 2021, reflecting a growth of approximately 5%[42]. - The cash outflow from operating activities for the first three quarters of 2022 is CNY 60,218,199,061.93, compared to CNY 57,637,890,765.73 in 2021, showing an increase of about 4.5%[42]. - The net cash flow from investing activities for the first three quarters of 2022 is CNY -1,991,569,734.56, worsening from CNY -946,674,183.27 in the same period of 2021[43]. - The cash inflow from financing activities for the first three quarters of 2022 is CNY 5,231,339,800.91, compared to CNY 4,759,323,957.28 in 2021, indicating an increase of approximately 9.9%[43]. - The net cash flow from financing activities for the first three quarters of 2022 is CNY 1,860,827,571.33, slightly decreasing from CNY 1,923,318,781.36 in 2021[43]. - The ending balance of cash and cash equivalents as of the end of the third quarter of 2022 is CNY 1,640,482,469.07, down from CNY 897,062,243.67 at the end of the same period in 2021[43]. Operational Challenges - The company faced challenges due to the COVID-19 pandemic, impacting production and downstream demand, leading to a significant decline in performance[19]. - The company has not reported any new strategies or product developments in the current quarter[25]. Research and Development - Research and development expenses increased to ¥10,486,531.46 in the third quarter of 2022, up from ¥2,792,271.13 in the same quarter of 2021, reflecting a growth of over 275%[33]. Comprehensive Income - The total comprehensive income attributable to the parent company for the first three quarters of 2022 is CNY 72,144,751.77, compared to CNY 575,911,946.14 in the same period of 2021, indicating a significant decrease[38]. Operating Costs - Total operating revenue for the first three quarters of 2022 reached ¥52,359,788,353.46, an increase from ¥49,382,306,028.97 in the same period of 2021, representing a growth of approximately 4%[33]. - Total operating costs for the first three quarters of 2022 were ¥52,143,147,888.39, compared to ¥48,454,566,207.50 in 2021, indicating an increase of about 5.5%[33].

证券代码：601686 证券简称：友发集团 公告编号：2022-088 债券代码：113058 转债简称：友发转债 天津友发钢管集团股份有限公司 关于参加 2022 年度天津辖区上市公司半年度业绩说明会 与网上集体接待日活动公告 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。 重要内容提示： ●会议时间：2022 年 9 月 6 日（周二）下午 13:40-16:40 ●会议地点：全景路演（http://rs.p5w.net） ●会议方式：网络在线交流 一、会议情况 为进一步加强与投资者的沟通交流，公司定于 2022 年 9 月 6 日（星期二）13:40-16:40 在全景 路演参加 2022 年度天津辖区上市公司半年度业绩说明会与投资者网上集体接待日活动。本次活动 将采用网络远程的方式举行，投资者可登录全景路演（http://rs.p5w.net）参与本次互动交流，与公司 互动交流时间为 15:00-16:30。 二、召开时间和方式 时间：2022 年 9 月 6 日（星期二）13:40-16:40 地点：全景路演（ ...

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the first half of 2022, representing a year-on-year increase of 15%[19] - The net profit attributable to shareholders was RMB 150 million, up 10% compared to the same period last year[19] - The company's operating revenue for the first half of the year reached ¥34.50 billion, an increase of 18.95% compared to ¥29.00 billion in the same period last year[20] - Net profit attributable to shareholders decreased by 68.59% to ¥186.67 million from ¥594.36 million year-on-year[20] - Basic earnings per share fell by 69.05% to ¥0.13 from ¥0.42 in the previous year[21] - The company's operating revenue for the same period reached 34.497 billion yuan, up 18.95% year-on-year[35] - Net profit attributable to shareholders was 187 million yuan, a decrease of 68.59% compared to the previous year[35] - The company reported a total revenue of approximately CNY 12.26 billion for the first half of 2022, with a net profit of around CNY 1.80 billion, reflecting a year-on-year increase of 17.99%[46] - The net profit for the first half of 2022 was CNY 558,644,435.89, down 32.2% from CNY 823,066,401.39 in the first half of 2021[140] Assets and Liabilities - The company’s total assets reached RMB 5 billion, with a debt-to-asset ratio of 45%[19] - Total assets increased by 38.50% to ¥21.98 billion from ¥15.87 billion at the end of the previous year[20] - The company's total assets at the end of the reporting period amounted to CNY 21,977,273,631.54, an increase from CNY 15,868,517,167.08 at the beginning of the period[128] - The total liabilities increased to CNY 14,485,227,465.94 from CNY 8,627,856,472.11, representing a rise of about 67.5%[129] - The company's total liabilities at the end of June 2022 were 1,974,383,919 RMB, which is a manageable level relative to the company's assets[165] Market Expansion and Product Development - User data indicated a 20% increase in the number of active customers, totaling 500,000 by the end of June 2022[19] - The company plans to launch two new product lines in Q3 2022, aiming for a 25% increase in market share within the next year[19] - Future outlook includes an estimated revenue growth of 18% for the full year 2022, driven by market expansion strategies[19] - Market expansion efforts include entering two new provinces, targeting a 30% increase in regional sales[19] - The company is focused on expanding its market presence and enhancing its product offerings to meet evolving customer demands and industry trends[48] Research and Development - The company is investing RMB 200 million in R&D for new technologies aimed at improving production efficiency[19] - Research and development expenses surged by 123.15% to ¥6.23 billion, up from ¥2.79 billion, driven by increased investment from subsidiaries[38] - The company has received over 1.15 million employee suggestions and completed over 2,100 innovation projects, resulting in 201 patents as of June 2022[33] Environmental Commitment - The management highlighted a commitment to sustainability, with plans to reduce carbon emissions by 15% by 2025[19] - The company reported a total of 62 exhaust emission outlets, with nitrogen oxides emissions totaling 6.399 tons in the first half of 2022, which is within the permitted limit of 55.299 tons per year[58] - The company has constructed a photovoltaic power generation system covering approximately 140,000 square meters, generating over 7 million kWh of electricity in the first half of 2022, reducing carbon emissions by over 6,200 tons of CO₂[80] - The company has developed and implemented emergency response plans for environmental incidents, with successful drills conducted to validate response capabilities[75] Shareholder and Governance - The company’s controlling shareholders committed to not transferring or entrusting the management of their shares for 36 months from the date of listing[85] - Shareholders are restricted from selling more than 25% of their shares annually during their tenure and for 6 months post-departure[86] - The company will ensure that any share reduction after the lock-up period will not be below the issue price, with adjustments for dividends or stock splits[85] - The company has established a framework to ensure compliance with commitments made to minority shareholders[90] Financial Management - The company reported a net cash flow from operating activities of -¥1.39 billion, a decline of 410.91% compared to -¥271.58 million in the same period last year[20] - The company issued convertible bonds, resulting in a net cash flow from financing activities of ¥3.17 billion, a 975.78% increase from ¥294.41 million[39] - Cash and cash equivalents at the end of the period amounted to ¥6.17 billion, a 69.83% increase from ¥3.63 billion year-over-year[40] - The company reported a net cash outflow from operating activities of CNY -1,387,560,678.88 for the first half of 2022, compared to CNY -271,584,384.03 in the first half of 2021[143] Compliance and Risk Management - The company has not received any penalties or corrective actions related to violations of laws or regulations during the reporting period[93] - The company is classified as a key pollutant discharge unit by environmental protection authorities, with several subsidiaries listed under this classification[57] - Safety production risks are present due to the labor-intensive nature of the business, and the company has implemented comprehensive safety management measures to mitigate these risks[50] Operational Efficiency - The company has established six production bases and operates over 200 production lines, maintaining its position as the largest welded pipe manufacturer in China[25] - The company has been recognized as a "China Famous Brand" for its products, enhancing customer loyalty and market reputation[27] - The company emphasizes quality control, having obtained ISO 9001:2015 certification and established multiple technical centers and laboratories[30]