北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于三维控股集团股份有限公司 2023 年第二次临时股东大会的 法律意见书 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员资格、 会议表决程序及表决结果的合法性发表意见，不对本次会议所审议的议案内容及该等议 案所表述的事实或数据的真实性、准确性和完整性发表意见； 2．本所律师无法对网络投票过程进行见证，参与本次会议网络投票的股东资格、 网络投票结果均由相应的证券交易所交易系统和互联网投票系统予以认证； 1 3．本所律师已经按照《股东大会规则》的要求，对贵公司本次会议所涉及的相关 事项进行了必要的核查和验证，所发表的结论性意见合法、准确，不存在虚假记载、误 导性陈述或者重大遗漏； 国枫律股字[2023]A0496 号 致：三维控股集团股份有限公司（"贵公司"或"三维股份"） 北京国律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见证 贵公司 2023 年 ...

证券代码：603033 证券简称：三维股份 公告编号：2023-051 三维控股集团股份有限公司 2023 年第二次临时股东大会决议公告 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。 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 | 1、出席会议的股东和代理人人数 | 3 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 395,181,323 | | 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（%） | 38.2999 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议议案以现场投票与网络投票相结合的方式进行表决，本次会议的召 开符合《公司法》、《证券法》、《上海证券交易所股票上市规则》和《公司章程》 (一) 股东大会召开的时间：2023 年 9 月 18 日 (二) 股东大会召开的地点：浙江省台州市三门县海游街道光明中路 518 号公 司办公楼 4 楼会议室 (三) 出席会议的普通股股东和 ...

三维控股集团股份有限公司 （股票代码：603033） 2023 年第二次临时股东大会 会议资料 三维控股集团股份有限公司 2023 年第二次临时股东大会会议资料 会议时间：二〇二三年九月十八日 1 三维控股集团股份有限公司 2023 年第二次临时股东大会会议资料 三维控股集团股份有限公司 2023 年第二次临时股东大会会议资料目录 | 2023 | 年第二次临时股东大会会议须知 3 | | --- | --- | | 2023 | 年第二次临时股东大会议程 5 | | 议案 | 1：关于变更注册资本并修订《公司章程》的议案 6 | | 议案 | 2：关于调整独立董事薪酬标准的议案 8 | 2 三维控股集团股份有限公司 2023 年第二次临时股东大会会议资料 三维控股集团股份有限公司 2023 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证大 会的顺利进行，根据《中华人民共和国公司法》、《中华人民共和国证券法》、中国证 监会《上市公司股东大会规则》以及《公司章程》、《股东大会议事规则》的相关规 定，特制定 2023 年第二次临时股东大会会议须知。 一、本次会议设 ...

证券代码：603033 证券简称：三维股份 公告编号：2023- 050 三维控股集团股份有限公司 关于举办2023年半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。 重要内容提示： 会议问题征集：投资者可于 2023 年 09 月 11 日 前 访 问 网 址 https://eseb.cn/17CufaP7yFi 或使用微信扫描下方小程序码进行会前提问，公 司将通过本次业绩说明会，在信息披露允许范围内就投资者普遍关注的问题进行 回答。 一、说明会类型 三维控股集团股份有限公司（以下简称"公司"）已于 2023 年 8 月 31 日在 上海证券交易所网站（www.sse.com.cn）披露了《公司 2023 年半年度报告全文》 及《公司 2023 年半年度报告摘要》。为便于广大投资者更加全面深入地了解公 司经营业绩、发展战略等情况，公司定于 2023 年 09 月 11 日（星期一）15:00- 会议召开时间：2023 年 09 月 11 日（星期一）15:00-16:00 会议召开地点：价值在线（ww ...

Financial Performance - The company reported a non-recurring profit of ¥3,961,347.16 from government subsidies closely related to its normal business operations[6]. - The company reported a significant increase in revenue, reaching 1.5 billion yuan, representing a 20% year-over-year growth[21]. - The company provided guidance for the next quarter, expecting revenue to grow by 10% to 1.65 billion yuan[21]. - The company achieved operating revenue of 1.844 billion CNY in the first half of 2023, a decrease of 2.81% compared to the same period last year[50]. - Net profit attributable to shareholders reached 116 million CNY, an increase of 21.8% year-on-year[50]. - The company's operating cash flow improved significantly, with a net cash flow from operating activities of 156 million CNY, a 246.34% increase compared to the previous year[51]. - Financial expenses increased due to a rise in bank loans, while R&D expenses grew due to higher investment in research and development[30]. - The company reported a significant increase in long-term borrowings, which rose by 107.11% to approximately 2.273 billion CNY, indicating a strategy to leverage debt for growth[54]. Market Expansion and Product Development - The company aims to expand its international market presence in line with the Belt and Road Initiative, leveraging its competitive advantages[11]. - New product launches included a high-durability conveyor belt, which is expected to capture a larger market share[21]. - Market expansion plans include entering Southeast Asia, targeting a 25% increase in market presence within the next year[21]. - The company completed a strategic acquisition of a competitor, enhancing its product portfolio and market reach[21]. - The company is actively developing differentiated products, with several in planning and R&D stages set to launch in the short term[27]. - The company is expanding its product offerings in the rubber industry, particularly for rail transit, to enhance its core competitiveness through collaborative development[40]. Research and Development - The company has a strong R&D team with 63 technical personnel, collaborating with various research institutions to innovate products[13]. - The company is investing in R&D for energy-efficient production technologies, aiming to reduce costs by 5%[21]. - The company holds 54 patents, with 10 new patents granted in the last year, reflecting its commitment to innovation[20]. - Research and development expenses surged by 123.85%, amounting to 38 million CNY, reflecting the company's commitment to innovation[51]. Environmental Compliance and Sustainability - Environmental monitoring indicates that all measured pollutants, including sulfur dioxide and nitrogen oxides, are within acceptable limits[68]. - The company has implemented advanced treatment technologies including low-temperature plasma and activated carbon for emissions control[73]. - The company has established a monitoring system to ensure compliance with environmental standards across all discharge points[73]. - The company has implemented a zero discharge wastewater rectification project, with significant improvements noted in wastewater management[109]. - The company has established a wastewater treatment facility to ensure all effluents meet regulatory requirements[95]. - The company is committed to maintaining compliance with environmental standards across all operational areas[95]. - The company has implemented a real-time monitoring system for emissions, ensuring data accuracy and compliance with environmental standards[112]. Operational Efficiency - The company aims to improve operational efficiency by implementing automation in production lines, targeting a 15% reduction in production time[21]. - The company has optimized customer resources by focusing on targeted product development to meet the demands of high-quality clients[24]. - The company has built a robust sales service network, enabling direct market demand insights and timely resolution of customer issues, promoting sustained sales growth[45]. Corporate Governance and Management - The company held its first extraordinary general meeting of 2023 on June 7, where new board members and management were elected, including Mr. Ye Jiyue as the chairman[64]. - The company has experienced significant turnover in its board and management, with multiple resignations and new appointments during the reporting period[167]. - The company has undergone changes in its board of directors, supervisory board, and senior management due to the expiration of their terms[195]. Social Responsibility - The company is actively involved in rural revitalization and poverty alleviation efforts, contributing to social responsibility initiatives[124]. - The company has committed CNY 500,000 to support local education initiatives, contributing to social welfare and poverty alleviation efforts[173]. - The company has invested 60 million yuan in building an employee community, addressing the concerns of employees in the Sanmen coastal industrial park[156].

Group 1: Investor Relations Activity - The company held a performance briefing for the 2022 annual report on May 12, 2023, via an online platform [2] - Participants included investors and key company personnel such as the Chairman, General Manager, and Financial Director [3] Group 2: Key Discussion Points - High dividends are part of the company's long-term strategy to reward investors, not solely based on annual financial performance [4] - The national policy of returning forested land to agriculture is seen as beneficial for the company's product demand due to increased focus on food security [4] - The company anticipates a positive outlook for 2023, with a year-on-year sales increase in Q1 and plans to enhance product diversity and procurement models [5] Group 3: Concerns and Responses - Investors expressed concerns about the sustainability of high dividends and the need for R&D funding in the industry [5] - The company emphasized that R&D requires significant investment but is supported by strong cash flow and profits from daily operations [5]

证券代码：603033 证券简称：三维股份 公告编号：2023-026 三维控股集团股份有限公司 关于举办 2022 年度业绩暨现金分红说明会的公告 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个别及连带责任。 重要内容提示: 会议问题 征 集 ： 投 资 者 可 于 2023 年 05 月 16 日 前 访 问 网 址 https://eseb.cn/14x8jxRcBws 或使用微信扫描下方小程序码进行会前提问，公 司将通过本次业绩说明会，在信息披露允许范围内就投资者普遍关注的问题进行 回答。 会议召开时间：2023 年 05 月 16 日（星期二）15:00-16:00 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 业绩暨现金分红说明会，与投资者进行沟通和交流，广泛听取投资者的意见和建 议。 二、说明会召开的时间、地点和方式 会议召开时间：2023 年 05 月 16 日（星期二）15:00-16:00 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 829,288,294.05, representing a decrease of 7.77% compared to the same period last year[16]. - The net profit attributable to shareholders for Q1 2023 was CNY 39,796,562.11, down 18.23% year-over-year[16]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 38,977,019.25, a decrease of 15.21% compared to the previous year[16]. - The company's basic earnings per share for Q1 2023 was CNY 0.05, down 16.67% from the same period last year[16]. - The net profit for Q1 2023 is CNY 44,151,306.89, a decrease of 19.1% compared to CNY 54,497,870.66 in Q1 2022[50]. - The total revenue from operating activities in Q1 2023 is CNY 674,921,699.07, down 23.1% from CNY 877,834,364.85 in Q1 2022[51]. - The total profit before tax for Q1 2023 is CNY 56,380,541.52, down from CNY 69,379,277.57 in Q1 2022[50]. Cash Flow - The net cash flow from operating activities was CNY 5,704,694.30, showing a significant increase of 126.93% year-over-year[16]. - The net cash flow from operating activities for Q1 2023 is CNY 5,704,694.30, a significant improvement from a net outflow of CNY 21,185,330.94 in Q1 2022[51]. - The cash and cash equivalents at the end of Q1 2023 amount to CNY 196,437,395.07, down from CNY 440,324,581.93 at the end of Q1 2022[51]. - The cash inflow from financing activities in Q1 2023 is CNY 1,417,054,905.97, an increase from CNY 626,900,000.00 in Q1 2022[51]. - The net cash flow from financing activities for Q1 2023 is CNY 772,878,760.18, compared to CNY 206,844,654.57 in Q1 2022[51]. - The company experienced a foreign exchange loss of CNY 1,626,802.83 in Q1 2023[51]. Assets and Liabilities - Total assets at the end of Q1 2023 reached CNY 8,268,862,176.04, an increase of 10.66% from the end of the previous year[17]. - The total liabilities increased to ¥4,832,989,233.51, compared to ¥4,088,051,733.55, marking an increase of 18.2%[49]. - The total non-current assets amounted to ¥5,708,809,801.84, an increase from ¥4,939,854,279.77, reflecting a growth of 15.6%[38]. - The company's long-term borrowings increased to ¥1,660,130,237.96 from ¥1,097,495,721.49, showing a rise of 51.1%[38]. Shareholder Information - The equity attributable to shareholders increased to CNY 3,340,103,693.48, reflecting a growth of 1.42% compared to the end of last year[17]. - The total number of ordinary shareholders at the end of the reporting period was 9,924[6]. - The total owner's equity reached ¥3,435,872,942.53, up from ¥3,384,455,374.49, indicating an increase of 1.5%[49]. Investment and R&D - The company reported a significant increase in inventory, which rose to CNY 600,693,634.53, up from CNY 553,362,211.43 at the end of the previous year[9]. - The company’s long-term equity investments increased to CNY 291,690,627.40, compared to CNY 256,842,923.19 at the end of the previous year[9]. - Research and development expenses rose significantly to ¥21,678,202.57, up from ¥8,527,750.42, indicating an increase of 153.5%[39]. - The company reported a net profit from investment of ¥21,340,419.39, compared to ¥15,477,369.93 in the previous year, representing a growth of 37.1%[39]. Other Income - The company recorded a government subsidy of ¥582,855.00, which is included in the non-operating income[44].

Financial Performance - The company achieved a net profit of RMB 200 million for the year 2022, reflecting a year-on-year growth of 10%[21]. - The company achieved operating revenue of CNY 3,872,927,876.91, representing a year-on-year increase of 15.12%[23]. - Net profit attributable to shareholders reached CNY 232,375,774.84, up 86.93% compared to the previous year[23]. - The basic earnings per share increased to CNY 0.30, reflecting an 87.50% growth year-on-year[24]. - The company reported a significant increase in total assets, reaching RMB 1.5 billion in 2022, which is a 15% increase compared to 2021[21]. - The total assets of the company grew to CNY 7,472,507,108.04, a 27.34% increase from the previous year[23]. - The company generated a net cash flow from operating activities of CNY 222,084,333.09, which is a 34.88% increase compared to the previous year[23]. - The company reported a significant increase in cash flow, particularly in the third quarter, with net cash flow from operating activities reaching CNY 150,997,696.42[26]. - The company reported a net profit attributable to ordinary shareholders of approximately ¥232,375,774.84 for the year, with no cash dividends distributed[191]. Capital and Investment - The company plans to distribute no cash dividends for the year 2022 and will increase its share capital by 30% through a capital reserve transfer, resulting in a total share capital of 1,029,439,234 shares after the increase[5]. - The company has successfully applied for project loans from a banking syndicate, ensuring funding needs are met according to construction progress[32]. - The company plans to retain earnings for future project investments and to enhance its risk resistance capabilities, indicating a focus on long-term strategic development[189]. - The company has initiated a 300,000 tons/year BDO and biodegradable plastic integrated project in the first phase[158]. Market Expansion and Strategy - The company is actively pursuing market expansion strategies, particularly in the rail transportation sector, to enhance its competitive position[6]. - The company is actively promoting the BDO integration project, aiming for high-quality development amidst complex economic conditions[31]. - The company aims to expand its international market presence in line with the "Belt and Road" initiative, enhancing its competitive edge[52]. - The company plans to expand its sales network in developed countries such as the US and Europe, enhancing logistics efficiency and customer response[147]. - The company is actively engaging with potential partners to expand its international rail transport market presence[149]. Research and Development - The company has initiated research and development for new products aimed at improving material technology, which is expected to drive future growth[6]. - The company has developed over ten new rubber products, including high-temperature resistant conveyor belts, and optimized several existing products, maintaining continuous growth in rubber products[34]. - The company received approval for 8 utility model patents and 3 invention patents during the reporting period, with a total of 53 patents in the rubber industry and 30 in the rail transit industry by the end of 2022[36]. - The company has established a technology research and development center in 2010, currently employing 63 personnel, including 5 senior engineers and 13 engineers[53]. - The company has implemented a dual approach of independent and collaborative innovation to drive product and technology upgrades[110]. Corporate Governance - The company has established a robust corporate governance structure, ensuring clear responsibilities among shareholders, the board, and management[156]. - The board of directors operates in accordance with established rules, ensuring compliance and effective decision-making processes[157]. - The company emphasizes transparency in information disclosure, adhering to principles of fairness and accuracy to maintain investor trust[157]. - The company has established an internal control system that meets the needs of its production, operation management, and strategic development[158]. - The company has disclosed its internal control evaluation report and audit report in a timely manner[158]. Risk Management - The company has outlined potential risks in its future development plans, emphasizing the importance of investor awareness regarding these uncertainties[6]. - The company faces risks from intensified industry competition, which may lead to price fluctuations and affect profitability[150]. - The cyclical nature of downstream industries, such as railways and power, poses risks to the company's business due to macroeconomic uncertainties[151]. - Risks related to safety and environmental compliance are increasing due to stricter regulations, necessitating enhanced management practices[153]. Employee and Management - The total number of employees in the parent company is 1,428, while the main subsidiaries employ 1,608, resulting in a total of 3,036 employees[180]. - The company has 2,151 production personnel, 146 sales personnel, 418 technical personnel, 66 financial personnel, and 255 administrative personnel[180]. - The total remuneration for all directors, supervisors, and senior management personnel at the end of the reporting period amounted to 3.8978 million yuan[171]. - The company’s management team has extensive experience in various sectors, enhancing its strategic capabilities for future growth[166]. Product Development and Quality - The company has optimized its product structure and expanded sales channels to achieve stable growth across all business segments[31]. - The company has developed various models of concrete sleeper molds, improving product precision and reducing production consumption[53]. - The company has developed advanced technologies and processes in the manufacturing of belts, enhancing its competitive edge[60]. - The company has improved product quality and reduced costs through continuous new product development and technological innovation[60]. Awards and Recognition - The company is recognized as one of the top ten enterprises in the conveyor belt industry and the top eight in the transmission belt industry in China[49]. - The brand "Sanwei" has become a well-known brand in the rubber belt industry, recognized for its technical strength and service quality[67]. - The company has received numerous awards, including "AAA Level 'Contract-abiding and Trustworthy' Unit" and "Outstanding Contribution Enterprise" in Zhejiang Province[67].

Financial Performance - The company's operating revenue for Q3 2022 was ¥957,269,181.03, representing a year-over-year increase of 15.81%[6] - The net profit attributable to shareholders for Q3 2022 was ¥35,258,979.29, showing a slight decrease of 1.02% compared to the same period last year[6] - The net profit after deducting non-recurring gains and losses was ¥33,653,573.24, which is an increase of 2.66% year-over-year[10] - Total operating revenue for the first three quarters of 2022 reached ¥2,854,846,358.82, an increase of 24.6% compared to ¥2,292,473,734.48 in the same period of 2021[29] - Net profit for the third quarter of 2022 was ¥145,407,275.18, a 4.5% increase from ¥139,442,895.27 in Q3 2021[32] - Earnings per share for Q3 2022 were ¥0.17, compared to ¥0.16 in Q3 2021[36] Assets and Liabilities - Total assets at the end of the reporting period reached ¥7,009,268,374.60, marking a 19.44% increase from the end of the previous year[10] - The company's total assets reached ¥7,009,268,374.60 in 2022, compared to ¥5,868,345,349.64 in 2021, representing an increase of 19.4%[29] - The company's current assets totaled RMB 2,828,972,578.72, up from RMB 2,697,584,910.94, indicating an increase of about 4.9% year-over-year[24] - Total liabilities increased to ¥3,556,777,808.64 in 2022 from ¥2,755,670,951.86 in 2021, reflecting a growth of 29.0%[29] - The total liabilities of the company increased to RMB 3,473,891,002.62 from RMB 2,741,355,311.38, which is an increase of about 27%[27] - The company's total equity reached RMB 3,535,377,371.98, up from RMB 3,126,990,038.26, indicating a growth of approximately 13%[27] Cash Flow - The cash flow from operating activities for the year-to-date period increased significantly by 140.13%, totaling ¥44,424,430.39[10] - The net cash flow from operating activities for the first three quarters of 2022 was RMB 44,424,430.39, compared to a negative RMB 110,704,511.22 in the same period of 2021, indicating a significant improvement[38] - Total cash inflow from operating activities reached RMB 2,837,094,642.38, up from RMB 2,109,540,778.88 in the previous year, reflecting a year-over-year increase of approximately 34.4%[38] - Cash outflow for purchasing goods and services was RMB 2,348,043,981.44, compared to RMB 1,715,754,704.37 in the previous year, representing a 36.8% increase[38] - The net cash flow from investing activities was negative RMB 832,282,629.69, worsening from negative RMB 290,598,340.36 in the same period last year[42] - Cash inflow from financing activities totaled RMB 1,988,098,893.00, significantly higher than RMB 1,010,320,000.00 in the previous year, marking an increase of approximately 96.5%[42] Shareholder Information - The company had a total of 9,921 common shareholders at the end of the reporting period[17] - The largest shareholder, Ye Jiyue, holds 36.38% of the shares, amounting to 288,115,363 shares[17] Investment and Expenses - Research and development expenses for the first three quarters of 2022 were ¥26,002,348.49, a decrease of 11.5% from ¥29,252,720.94 in the same period of 2021[32] - The company reported investment income of ¥91,884,639.48 in Q3 2022, significantly higher than ¥51,456,165.22 in Q3 2021, indicating a growth of 78.5%[32] - The company reported a government subsidy of ¥1,265,131.79 for the current period, contributing to its non-recurring gains[11]