江苏华辰变压器股份有限公司 董事会议事规则 二○二三年八月 江苏华辰变压器股份有限公司 董事会议事规则 第一章 一般规定 第一条 江苏华辰变压器股份有限公司（以下简称"公司"）为明确董事会的职责 权限，规范董事会会议及工作程序，确保公司董事会及董事忠实履行职责，维护公司及 股东利益，根据《中华人民共和国公司法》《上海证券交易所股票上市规则》（以下简称 "《上市规则》"）及《江苏华辰变压器股份有限公司章程》（以下简称"《公司章程》"）的 有关规定，制定本议事规则。 第二条 公司设董事会，对股东大会负责。 第二章 董事会的组成和下设机构 第三条 公司董事会由 7 名董事组成，其中 3 名独立董事。董事会设董事长 1 人。 董事长由董事会以全体董事的过半数选举产生。 第四条 董事会设立战略委员会、审计委员会、提名委员会、薪酬与考核委员会、 环境、社会及治理（ESG）委员会（以下简称"ESG 委员会"）等专门委员会。 专门委员会成员全部由董事组成。 第五条 战略委员会的主要职责是： （一）对公司长期发展战略规划、经营目标、发展方针进行研究并提出建议； （二）对《公司章程》规定须经董事会批准的重大投资融资方案进行研究并 ...

$${\Xi}=0\,{\Xi}\,{\Xi}\,/\,{\Xi}$$ 江苏华辰变压器股份有限公司 2023 年第一次临时股东大会会议资料 江苏华辰变压器股份有限公司 2023 年第一次临时股东大会 会议资料 | | | | 一、2023 | 年第一次临时股东大会会议须知 | 2 | | --- | --- | --- | | 二、2023 | 年第一次临时股东大会会议议程 | 4 | | 三、2023 | 年第一次临时股东大会会议议案 | 6 | | 议案一 | 关于《第三届董事薪酬方案》的议案 | 6 | | 议案二 | 关于《第三届监事薪酬方案》的议案 | 7 | | 议案三 | 关于修订《董事会议事规则》的议案 | 8 | | 议案四 | 关于修订《监事会议事规则》的议案 | 18 | | 议案五 | 关于修订《对外担保管理制度》的议案 | 26 | | 议案六 | 关于选举公司第三届董事会非独立董事的议案 | 36 | | 议案七 | 关于选举公司第三届董事会独立董事的议案 | 39 | | 议案八 | 关于选举公司第三届监事会非职工代表监事的议案 | 42 | 江苏华辰变压器股份有限公司 2023 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 215,423,296.37, representing a year-on-year increase of 19.04%[5] - The net profit attributable to shareholders decreased by 56.26% to CNY 12,536,305.61 compared to the same period last year[5] - Basic earnings per share decreased by 67.17% to CNY 0.0784, attributed to lower net profit and an increase in share capital[6] - Operating profit for Q1 2023 was CNY 14,673,128.57, compared to CNY 27,881,945.06 in the same period last year, reflecting a decrease of approximately 47.3%[21] - Net profit attributable to shareholders for Q1 2023 was CNY 12,536,305.61, down from CNY 28,658,799.41 in Q1 2022, indicating a decline of about 56.2%[22] - Net profit for Q1 2023 was CNY 13,009,556.56, down 54.5% from CNY 28,624,160.04 in Q1 2022[36] Cash Flow - The net cash flow from operating activities increased by 118.70% to CNY 5,655,528.95, primarily due to a reduction in accounts receivable[6] - Cash flow from operating activities for Q1 2023 was CNY 5,655,528.95, a significant improvement from a negative cash flow of CNY 30,240,489.87 in Q1 2022[26] - Cash flow from operating activities generated a net inflow of CNY 7,963,013.80, compared to a net outflow of CNY 30,222,001.25 in Q1 2022[40] - The company reported a net cash outflow from investing activities of CNY 130,231,758.32 in Q1 2023, compared to a net outflow of CNY 32,194,799.60 in Q1 2022[27] - The net cash flow from investment activities was -131,946,801.21, a significant decrease compared to -32,194,799.60 in the previous period, indicating a worsening investment cash flow situation[41] - The net cash flow from financing activities was 14,322,430.80, a decrease from 53,080,557.42, suggesting reduced financing efficiency[41] Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,327,915,039.83, a decrease of 1.95% from the end of the previous year[6] - Current assets as of March 31, 2023, totaled RMB 1,019,925,593.15, a slight decrease from RMB 1,043,852,723.51 as of December 31, 2022[14] - Total liabilities decreased to RMB 483,447,315.64 from RMB 522,273,424.92, a reduction of approximately 7.4%[17] - Non-current assets amounted to RMB 307,989,446.68, down from RMB 310,409,707.08, indicating a decrease of 0.8%[16] - The company's total assets as of March 31, 2023, were RMB 1,327,915,039.83, down from RMB 1,354,262,430.59[16] - Total liabilities decreased to CNY 486,424,798.23 from CNY 523,401,272.65, a decline of 7.1%[32] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 17,209[10] - The top shareholder, Zhang Xiaojin, holds 52.50% of the shares, totaling 84,000,000 shares[11] Research and Development - Research and development expenses for Q1 2023 were CNY 12,039,193.03, significantly higher than CNY 5,245,255.72 in Q1 2022, marking an increase of approximately 129.3%[21] - The company plans to continue investing in R&D to enhance product offerings and market competitiveness[36] Inventory and Accounts Receivable - Inventory increased to RMB 261,197,607.49 from RMB 242,046,154.25, reflecting a growth of 7.9%[14] - The company reported a decrease in accounts receivable to RMB 455,200,756.40 from RMB 511,522,409.91, a decline of 11.0%[14] - The company reported a decrease in accounts payable to CNY 148,839,764.94 from CNY 187,566,962.01, a decline of 20.6%[32] Other Financial Metrics - The weighted average return on equity decreased by 4.02 percentage points to 1.50%[6] - The company incurred a credit impairment loss of CNY 2,271,872.23 in Q1 2023, a decrease from CNY 10,595,467.27 in Q1 2022, indicating an improvement in credit quality[21] - Total operating costs for Q1 2023 were CNY 202,462,819.40, an increase from CNY 166,560,863.70 in Q1 2022, representing a growth of approximately 21.5%[21] - Cash and cash equivalents at the end of Q1 2023 totaled CNY 74,400,444.02, down from CNY 20,461,304.71 at the end of Q1 2022[27] - The total cash and cash equivalents at the end of the period were 74,347,262.84, down from 184,013,315.96, indicating a significant reduction in liquidity[41]

Financial Performance - Jiangsu Huachen reported a net profit attributable to ordinary shareholders of RMB 91,256,926.61 for the year 2022[7]. - The company's operating revenue for 2022 was RMB 1,024,500,199.44, representing a year-on-year increase of 17.62% compared to RMB 871,050,776.59 in 2021[27]. - The net profit attributable to shareholders for 2022 was RMB 91,256,926.61, up 16.37% from RMB 78,416,550.45 in 2021[27]. - The basic earnings per share for 2022 was RMB 0.6367, a decrease of 2.57% from RMB 0.6535 in 2021[28]. - The weighted average return on equity decreased to 13.06% in 2022 from 16.84% in 2021, a drop of 3.78 percentage points[28]. - The gross margin for the electrical equipment manufacturing industry was 20.37%, a decrease of 1.17 percentage points year-on-year[84]. - The company's comprehensive gross margin decreased from 22.46% in 2021 to 21.24% in 2022, highlighting potential risks to profitability[136]. - The company reported a total revenue of 1.2 billion RMB for the fiscal year 2022, representing a year-over-year increase of 15%[158]. - The gross profit margin for the year was reported at 35%, an improvement from 30% in the previous year[158]. Dividend and Profit Distribution - The company plans to distribute a cash dividend of RMB 1.50 per 10 shares, totaling RMB 24,000,000.00, which represents 61.37% of the net profit for the year[7]. - The cash dividend ratio for the year is 61.37%, including RMB 32 million distributed in the first half of 2022[177]. - The company will not issue bonus shares or convert capital reserves into share capital for the year 2022[7]. - The company has established a clear cash dividend policy and a three-year dividend return plan post-listing[177]. Assets and Liabilities - As of December 31, 2022, the company's distributable profits amounted to RMB 331,079,409.78[7]. - The total assets increased by 59.97% to RMB 1,354,262,430.59 at the end of 2022, up from RMB 846,589,258.59 at the end of 2021[27]. - The net assets attributable to shareholders rose by 64.79% to RMB 831,989,005.67 at the end of 2022, compared to RMB 504,876,229.58 at the end of 2021[27]. - Accounts receivable increased by 111.48% to 2,776,165.20 RMB, reflecting higher customer settlement amounts[105]. - Inventory rose to ¥242,046,154.25, reflecting a 44.07% increase from ¥168,004,096.36, driven by sales revenue growth[106]. - Short-term borrowings increased significantly to ¥139,458,412.84, a 318.24% rise from ¥33,343,902.50, due to increased bank loans for operational needs[106]. Research and Development - A total of 27 R&D projects were undertaken with R&D expenditure of ¥39,643,227.22, which is an increase of ¥2,856,387.95 from the previous year[42]. - The company holds 121 patents, including 112 utility model patents and 9 invention patents, and has participated in the revision of 2 national standards[42]. - The company invested 100 million RMB in R&D for new technologies, aiming to improve efficiency by 15%[158]. - Research and development expenses amounted to ¥39,643,227.22, reflecting a 7.76% increase year-on-year[80]. - The number of R&D personnel is 116, making up 13.68% of the total workforce[96]. Market and Industry Position - The company is positioned in the "C38 Electrical Machinery and Equipment Manufacturing" sector, which is a key strategic industry in China[47]. - The demand for power transmission and distribution equipment is expected to grow significantly due to the increasing electricity demand[50]. - The transformer industry is shifting towards energy efficiency, with a focus on promoting high-efficiency transformers in various sectors[118]. - The future market for power distribution equipment is expected to show characteristics of high-end, automation, information integration, with a focus on high-value-added products[56]. - The company is focusing on the development of new energy transformers, with plans to achieve mass production of 10MVA new energy transformers[98]. Risks and Challenges - The company has identified risks related to product and technology innovation, raw material price fluctuations, intensified market competition, and declining gross margins[10]. - Increased competition from international companies like Schneider Electric and ABB poses a risk to the company's market position[135]. - The company faces risks related to continuous product and technology innovation in a rapidly evolving industry[133]. - Direct material costs accounted for 92.00% of the main business costs, indicating significant exposure to raw material price fluctuations[134]. Governance and Compliance - The board of directors and supervisory board members have confirmed the authenticity, accuracy, and completeness of the annual report[4]. - The company has received a standard unqualified audit report from Tianjian Accounting Firm[6]. - The company maintained a consistent shareholding of 84 million shares for the chairman throughout the reporting period[155]. - The company has established a performance evaluation system linking executive compensation to business performance[145]. - The company emphasizes investor relations management, utilizing various channels for effective communication with investors[147]. Sustainability and Social Responsibility - The company invested 50.75 million yuan in environmental protection during the reporting period[188]. - The solar power project with a capacity of 1.88 MW is expected to generate an average annual output of 2.26 million kWh, saving approximately 739 tons of standard coal and reducing carbon dioxide emissions by 2,249 tons annually[192]. - The second solar power project, with a capacity of 2.94 MW, is projected to generate 3.53 million kWh annually, saving 1,157.20 tons of standard coal and reducing carbon dioxide emissions by 3,517.40 tons[193]. - The company made a total donation of 2 million yuan to the Red Cross Society in Xuzhou City for public welfare projects[194].

Financial Performance - Jiangsu Huachen reported a net profit attributable to ordinary shareholders of RMB 91,256,926.61 for the year 2022[7]. - The company's operating revenue for 2022 was CNY 1,024,500,199.44, representing a year-on-year increase of 17.62% compared to CNY 871,050,776.59 in 2021[27]. - The net profit attributable to shareholders for 2022 was CNY 91,256,926.61, up 16.37% from CNY 78,416,550.45 in 2021[27]. - The basic earnings per share for 2022 was CNY 0.6367, a decrease of 2.57% from CNY 0.6535 in 2021[28]. - The weighted average return on equity decreased to 13.06% in 2022 from 16.84% in 2021, a drop of 3.78 percentage points[28]. - The company reported a net cash flow from operating activities of -¥78,858,421.45, a significant decrease compared to the previous year[80]. - The company achieved operating revenue of ¥1,024,500,199.44, a year-on-year increase of 17.62%[78]. - Net profit attributable to shareholders reached ¥91,256,926.61, up 16.37% compared to the previous year[78]. - The company reported a net profit margin of 8% for the fiscal year, an improvement from 6.5% in the previous year[158]. Dividend and Profit Distribution - The company plans to distribute a cash dividend of RMB 1.50 per 10 shares, totaling RMB 24,000,000.00, which represents 61.37% of the net profit for the year[7]. - The cash dividend ratio for the year is 61.37%, including RMB 32 million distributed in the first half of 2022[177]. - The board of directors has approved a dividend payout of 0.5 RMB per share, reflecting a commitment to returning value to shareholders[158]. Assets and Liabilities - As of December 31, 2022, the company's distributable profits amounted to RMB 331,079,409.78[7]. - The total assets increased by 59.97% to CNY 1,354,262,430.59 at the end of 2022, up from CNY 846,589,258.59 at the end of 2021[27]. - The net assets attributable to shareholders rose by 64.79% to CNY 831,989,005.67 at the end of 2022, compared to CNY 504,876,229.58 at the end of 2021[27]. - Accounts receivable increased by 111.48% to 2,776,165.20 RMB, reflecting the amount settled through commercial bills from customers[105]. - Inventory rose to ¥242,046,154.25, reflecting a 44.07% increase from ¥168,004,096.36, driven by growth in sales revenue[106]. - Short-term borrowings increased significantly to ¥139,458,412.84, a 318.24% rise from ¥33,343,902.50, due to the company's operational financing needs[106]. Research and Development - A total of 27 R&D projects were undertaken with an investment of ¥39,643,227.22, which is an increase of ¥2,856,387.95 from the previous year[42]. - The company holds 121 patents, including 112 utility model patents and 9 invention patents, and has participated in the revision of 4 national and group standards[42]. - Research and development expenses amounted to ¥39,643,227.22, reflecting a 7.76% increase year-on-year[80]. - The company employed 116 R&D personnel, making up 13.68% of the total workforce[96]. - The company plans to increase R&D investment and enhance patent applications to strengthen its technological advantages in the power distribution industry[130]. Market and Competition - The competition in the global transformer and electrical equipment manufacturing market is increasingly intense, with major multinational companies dominating the market[55]. - The future market for power distribution equipment is expected to show trends of high-end, automation, informationization, and integration, with higher product added value[56]. - The company is positioned in the competitive distribution market, facing challenges from both domestic and international players, with a focus on high-end products[115]. - Increased competition from international firms like Schneider Electric and ABB may pressure local companies, necessitating improvements in product quality and management[135]. Operational Challenges and Risks - The company has identified risks related to product and technology innovation, raw material price fluctuations, intensified market competition, and declining gross margins[10]. - The company reported a significant increase in inventory, which contributed to the cash flow decline due to higher cash payments for goods purchased[29]. - The comprehensive gross margin decreased from 22.46% in 2021 to 21.24% in 2022, highlighting potential risks to profitability[136]. - The company faces risks related to continuous product and technology innovation in a rapidly evolving industry[133]. Corporate Governance - The company held 7 shareholder meetings during the reporting period, ensuring compliance with legal and regulatory requirements[140]. - The board of directors consists of 7 members, including 3 independent directors, maintaining compliance with governance standards[142]. - The supervisory board held 10 meetings, ensuring oversight of financial and operational compliance[144]. - The company has established a transparent performance evaluation system for senior management, linking compensation to business performance[145]. Sustainability and Social Responsibility - The company plans to generate an average annual power output of 2.26 million kWh from its solar power project, which is expected to reduce carbon dioxide emissions by 2,249 tons annually[192]. - The second solar power project, with a planned capacity of 2.94 MW, is expected to generate 3.53 million kWh annually, reducing carbon dioxide emissions by 3,517.4 tons[193]. - The company made a total donation of 2 million yuan to the Red Cross Society in Xuzhou City for public welfare projects[194]. - The management team highlighted a focus on sustainability initiatives, with a goal to reduce carbon emissions by 20% by 2025[158].

证券代码：603097 证券简称：江苏华辰 公告编号：2023-013 江苏华辰变压器股份有限公司 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。 重要内容提示： 会议召开时间：2023 年 4 月 21 日（星期五）下午 14:00-15:00 会 议 召 开 地 点 ： 上海证券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 4 月 14 日（星期五）至 4 月 20 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 hc@hcbyq.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。 江苏华辰变压器股份有限公司（以下简称"公司"）已于 2023 年 4 月 14 日发布公 司 2022 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 4 ...

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 397.80 million, an increase of 2.84% compared to CNY 386.82 million in the same period last year[23]. - The net profit attributable to shareholders for the first half of 2022 was CNY 39.21 million, representing an increase of 8.70% from CNY 36.08 million year-on-year[23]. - The net cash flow from operating activities was -CNY 103.96 million, a decline of 43.44% compared to -CNY 72.48 million in the previous year[23]. - The total assets at the end of the reporting period were CNY 1.21 billion, up 42.79% from CNY 846.59 million at the end of the previous year[23]. - The net assets attributable to shareholders increased by 60.82% to CNY 811.94 million from CNY 504.88 million at the end of the previous year[23]. - Basic earnings per share for the first half of 2022 were CNY 0.3096, a 2.99% increase from CNY 0.3006 in the same period last year[24]. - The weighted average return on net assets was 8.12%, a decrease of 1.23 percentage points compared to the previous year[24]. - The company's gross margin decreased from 24.53% in the first half of 2021 to 20.50% in the first half of 2022, highlighting a risk of further decline due to market and cost pressures[64]. - The company reported a total revenue of 1.5 billion yuan for the first half of 2022, representing a year-on-year increase of 10%[77]. - The net profit attributable to shareholders reached 200 million yuan, up 15% compared to the same period last year[78]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion yuan for the first half of 2022, representing a year-on-year growth of 20%[79]. Dividend and Shareholder Returns - The company plans to distribute a cash dividend of RMB 2.00 per 10 shares, totaling RMB 32,000,000.00 based on a total share capital of 160,000,000 shares as of June 30, 2022[4]. - The company has committed to maintaining a stable dividend policy, with a proposed dividend payout ratio of 40% for the fiscal year[77]. - The company’s independent directors have expressed agreement with the profit distribution plan[69]. - The company plans to stabilize its stock price through share repurchases, with the total amount not exceeding 10% of the net profit attributable to shareholders from the previous fiscal year[81]. - The company’s controlling shareholder or actual controller may increase their shareholding if the repurchase plan is not approved or executed, with a minimum investment of 20% of the cash dividends received in the previous fiscal year[81]. Research and Development - The company's R&D investment in the first half of 2022 was 14.99 million yuan, with a total of 107 valid patents, including 7 invention patents[46]. - Investment in new product development increased by 20% compared to the previous year, focusing on innovative transformer technologies[77]. - The company is investing 100 million yuan in research and development for innovative technologies aimed at improving product reliability and performance[86]. - The company is investing in R&D, with a budget increase of 25% for new technology development[84]. Market Expansion and Strategy - The company is focused on technological innovation and product development in the power distribution and control equipment sector, with applications in various industries including renewable energy and electric vehicle charging[32]. - The company aims to expand its market presence in Southeast Asia, targeting a 25% increase in market share by 2023[77]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share by 2025[78]. - The company plans to expand its market presence by entering two new provinces in China by the end of 2022, aiming for a 10% market share in these regions[86]. - A strategic acquisition of a local competitor is expected to enhance production capacity by 30% and improve supply chain efficiency[77]. - A strategic acquisition of a smaller competitor is in progress, which is expected to increase the company's production capacity by 40%[86]. Risk Factors - The report highlights risks related to product and technology innovation, raw material price fluctuations, and market competition, which may impact future performance[10]. - The company faces risks related to continuous product and technology innovation in the competitive power distribution and control equipment manufacturing industry[61]. - Increased competition from international firms like Schneider Electric and ABB poses a risk to the company's market position if it fails to enhance product quality and operational capabilities[63]. - Raw material costs accounted for approximately 93% of the company's production costs, indicating significant exposure to price fluctuations[62]. Environmental and Compliance - The company is not classified as a key pollutant discharge unit by environmental protection authorities[72]. - The company has established hazardous waste storage facilities and has engaged qualified third-party organizations for disposal[73]. - The company has implemented regular monitoring of harmful emissions to ensure compliance with standards[73]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[72]. - The company is committed to maintaining compliance with regulatory requirements and ensuring fair pricing in all related transactions[79]. Corporate Governance - The company emphasizes the importance of maintaining the authenticity and completeness of the financial report, with all board members present at the meeting[9]. - The management emphasized the importance of adhering to regulatory compliance and timely information disclosure as part of their corporate governance strategy[77]. - There are no reported instances of non-operating fund occupation or guarantee violations during the reporting period, indicating strong governance practices[87]. Financial Position and Assets - The total current assets increased to CNY 970,912,645.47, up from CNY 646,026,456.28, representing a growth of approximately 50.2%[109]. - Cash and cash equivalents rose significantly to CNY 240,796,007.12 from CNY 53,308,570.02, marking an increase of about 351.5%[109]. - The total assets increased to CNY 1,208,862,902.45, up from CNY 846,589,258.59, representing a growth of approximately 42.7% year-over-year[110]. - Owner's equity rose to CNY 811,944,608.52 from CNY 504,876,229.58, reflecting a growth of about 60.8%[111]. User Growth and Engagement - User data indicated a growth in active users by 15%, reaching 2 million active users by the end of June 2022[77]. - User data indicates a growth in active users by 25%, reaching 1 million active users by the end of June 2022[78]. - User data showed a total of 1.5 million active users, representing a 20% increase compared to the previous year[84].