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。 一、 董事会会议召开情况 重庆望变电气（集团）股份有限公司（以下简称"公司"或"望变电气"） 第三届董事会第十七次会议通知于2023年8月11日以邮件的方式发出，会议于 2023年8月21日在公司会议室以现场结合通讯方式召开。本次会议应出席董事9人， 实际出席董事9人（以通讯方式出席的有4人），会议由董事长杨泽民先生召集并 主持，公司监事及高级管理人员列席了会议，会议召集、召开、表决程序及审议 事项符合《中华人民共和国公司法》《中华人民共和国证券法》等相关法律法规、 规范性文件及《重庆望变电气（集团）股份有限公司章程》的规定，会议形成的 决议合法、有效。 二、 董事会会议审议情况 （一） 审议通过《关于公司2023年半年度报告全文及报告摘要的议案》 证券代码：603191 证券简称：望变电气 公告编号：2023-032 重庆望变电气（集团）股份有限公司 第三届董事会第十七次会议决议公告 独立董事对此发表了同意的独立意见。 （三）审议通过《关于收购子公司股权暨关联交易的议案》 同意 ...

重庆望变电气(集团)股份有限公司 独立董事关于公司第三届董事会第十七次会议 相关议案的事前认可意见 作为重庆望变电气(集团)股份有限公司(以下简称"公司") 的独立董事,我们本着实事求是、认真负责的工作态度,基于独立 判断的立场,现就提交公司第三届董事会第十七次会议审议的相关 事项发表如下事前认可意见: 一、《关于收购子公司股权暨关联交易的议案》 第三届董事会第十七次会议资料 我们认为:本次关联交易符合《公司法》《证券法》等有关法 律法规和《公司章程》的规定,符合公司经营管理需要,涉及标的 公司股权清晰,交易价格参考评估结果确定,定价公允且具有合理 性,符合公司和全体股东的利益,不存在损害公司及中小股东利益 的情况,同意将该议案提交董事会审议。 (以下无正文) 第三届董事会第十七次会议资料 (本页无正文,为《重庆望变电气(集团)股份有限公司独立董 事关于公司第三届董事会第十七次会议相关议案的事前认可意 见》的签字页) 独立董事签字: (郭振岩) 第三届董事会第十七次会议资料 (本页无正文,为《重庆望变电气(集团)股份有限公司独立董事 关于公司第三届董事会第十七次会议相关议案的事前认可意见》的 签字页) e a ...

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： 会议召开时间：2023 年 05 月 22 日(星期一) 上午 11:00-12:00 证券代码：603191 证券简称：望变电气 公告编号：2023-023 重庆望变电气（集团）股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩暨现金分 红说明会的公告 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 05 月 15 日(星期一) 至 05 月 19 日(星期 五)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 wbdq_ir@cqwbdq.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。 重庆望变电气（集团）股份有限公司（以下简称"公司"）已于 2023 年 3 月 29 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 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 571,650,584.29, representing a year-on-year increase of 47.87%[4] - The net profit attributable to shareholders for the same period was CNY 80,339,010.37, marking a significant increase of 119.25% compared to the previous year[4] - The basic earnings per share (EPS) for Q1 2023 was CNY 0.24, reflecting a growth of 60.76% year-on-year[4] - Total operating revenue for Q1 2023 was CNY 571,650,584.29, a 47.8% increase from CNY 386,587,330.60 in Q1 2022[21] - Net profit for Q1 2023 reached CNY 79,633,978.81, up 125.0% from CNY 35,353,348.82 in Q1 2022[22] - Operating profit for Q1 2023 was CNY 97,007,221.10, compared to CNY 42,924,133.17 in Q1 2022, reflecting a significant growth[22] Assets and Liabilities - The total assets at the end of the reporting period amounted to CNY 3,747,942,668.70, which is a 6.89% increase from the end of the previous year[5] - The company's current assets totaled RMB 2,560,584,433.15, up from RMB 2,426,508,260.20 at the end of 2022, indicating an increase of about 5.5%[15] - The total liabilities as of March 31, 2023, were RMB 1,399,432,346.11, compared to RMB 1,239,243,672.96 at the end of 2022, marking an increase of around 12.9%[17] - The company's equity attributable to shareholders rose to RMB 2,348,527,676.57 from RMB 2,266,585,814.14, reflecting an increase of approximately 3.6%[17] - The total non-current assets amounted to RMB 1,187,358,235.55, up from RMB 1,080,008,904.47, indicating an increase of about 9.9%[16] Cash Flow - The net cash flow from operating activities was negative at CNY -66,801,151.96, indicating a non-applicable change due to the nature of the cash flow[4] - Cash flow from operating activities in Q1 2023 was negative CNY 66,801,151.96, an improvement from negative CNY 142,686,085.88 in Q1 2022[27] - The cash inflow from operating activities was approximately $414.53 million in Q1 2023, compared to $380.14 million in Q1 2022, representing an increase of about 9%[36] - The net cash flow from operating activities was -$53.02 million in Q1 2023, an improvement from -$142.61 million in Q1 2022[36] Investments and Financing - The company received government subsidies amounting to CNY 1,615,868.69, which are closely related to its normal business operations[6] - Investment activities generated a net cash outflow of CNY 67,250,066.77 in Q1 2023, compared to a net outflow of CNY 34,872,601.23 in Q1 2022[27] - Financing activities produced a net cash inflow of CNY 178,885,113.36 in Q1 2023, compared to CNY 33,719,612.71 in Q1 2022[28] - The cash inflow from financing activities was $176.21 million in Q1 2023, slightly up from $170 million in Q1 2022[37] - The net cash flow from financing activities improved to $174.24 million in Q1 2023, compared to -$4.76 million in Q1 2022[37] Operational Efficiency - The increase in revenue and net profit was primarily driven by higher sales prices of oriented silicon steel products and optimization of customer structure in the power distribution and control equipment sector[8] - The company reported a significant increase in gross profit margin due to the passing of raw material price increases onto sales prices[8] - Total operating costs for Q1 2023 were CNY 472,783,309.94, an increase from CNY 346,397,959.67 in Q1 2022[21] - Research and development expenses for Q1 2023 were CNY 6,776,273.57, compared to CNY 5,240,184.55 in Q1 2022, indicating a focus on innovation[21] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 24,104[10] - The company's financial expenses for Q1 2023 showed a net income of -¥3,467,161.68, compared to a net expense of ¥2,007,282.41 in Q1 2022[34]

Product Portfolio and Market Applications - The company's main products include energy-efficient power transformers, such as 3D wound core transformers, which offer significant energy savings, reduced noise, and enhanced heat dissipation and overload capacity[2] - The company's low-voltage switchgear products are widely used in industries, petrochemicals, infrastructure, data centers, and residential areas, with the BlokSeT series being a key product[3] - The company developed a new low-voltage intelligent distribution solution, the Pre-Smart Low-Voltage Complete Equipment, which meets the needs of industries such as construction, industry, energy, and infrastructure, enhancing the company's reputation in the high-end low-voltage distribution field[16] - The Pre-Smart Low-Voltage Complete Equipment integrates advanced measurement, sensing, control technologies, cloud computing, and big data analysis, providing customers with a comprehensive digital experience from design to operation and maintenance[16] - The company optimized and developed high-overload distribution transformer technology, which can handle short-term overload situations in rural areas, reducing equipment investment and energy consumption levels[16] - The high-overload distribution transformer can operate at 1.5 times rated capacity for 6 hours, 1.75 times for 3 hours, and 2.0 times for 1 hour without affecting its normal service life[16] - The company developed intelligent terminals for the high-overload distribution transformer, enabling online temperature, oil level, voltage, current, and load efficiency monitoring[16] Sales and Production Strategy - The company employs a "sales-to-production" model for its power transmission and control equipment, with monthly production plans based on market demand forecasts, existing orders, and inventory levels[4] - The company's sales strategy for power transmission and control equipment involves direct sales, with a focus on securing orders through bidding and competitive negotiations, especially for state-owned enterprises like State Grid and Southern Grid[5] R&D and Innovation - The company's R&D model combines independent innovation with collaborative development, with a focus on high magnetic permeability oriented silicon steel and energy-saving, environmentally friendly power transmission and control equipment[5] - The company has established a comprehensive R&D system, including the Huize Research Institute, which focuses on new materials, complete electrical equipment, and transformers[5] - R&D expenses increased by 49.26% to 277 million yuan, reflecting the company's increased investment in R&D and technological innovation[13] - The company has strengthened its R&D capabilities through collaborations with universities and the establishment of a postdoctoral research workstation[8] Financial Performance - Revenue increased by 30.68% to 2.526 billion yuan, driven by a 45.46% growth in oriented silicon steel revenue and a 15.61% increase in power transmission and control equipment revenue[10] - Oriented silicon steel overseas revenue accounted for approximately 30% of the total revenue for this business segment[8] - The company's net cash flow from financing activities surged to 824.95 million yuan, compared to a net outflow of 3.04 million yuan in the previous year[10] - Sales expenses increased by 28.01% to 74.66 million yuan, primarily due to the growth in revenue[13] - The company's financial expenses decreased by 173.82% to -10.83 million yuan, mainly due to gains from cash management and reduced interest expenses[13] - Revenue in 2022 increased by 30.68% to RMB 25.26 billion compared to 2021[94] - Net profit attributable to shareholders in 2022 rose by 67.34% to RMB 2.98 billion[94] - Total assets grew by 56.85% to RMB 35.07 billion at the end of 2022[94] - Equity attributable to shareholders increased by 104.17% to RMB 22.67 billion[94] - Operating cash flow decreased by 15.47% to RMB 2.04 billion in 2022[94] - Revenue for 2022 reached 2.526 billion yuan, a year-on-year increase of 30.68%, driven by a 45.46% growth in revenue from oriented silicon steel[118] - Net profit attributable to shareholders was 298 million yuan, a year-on-year increase of 67.34%, primarily due to higher sales prices of high magnetic induction oriented silicon steel and general oriented silicon steel[119] - The company's total assets and net assets increased, with net assets reaching 2.267 billion yuan, a 104.17% increase from the beginning of the period[119] - Basic earnings per share (EPS) for 2022 was 0.98 yuan, a 38.03% increase compared to 2021[118] - Weighted average return on equity (ROE) decreased by 1.19 percentage points to 16.28% in 2022[118] - Revenue from power transmission and control equipment grew by 15.61% in 2022[118] - Government subsidies received in 2022 amounted to 14.97 million yuan, a significant increase from 7.96 million yuan in 2021[122] - Revenue for 2022 reached 2,493,492,981.56 RMB, a 29.5% increase compared to 1,925,869,119.08 RMB in 2021[139] - Operating costs for 2022 were 1,989,012,370.28 RMB, up 27.5% from 1,559,940,946.02 RMB in 2021[139] - R&D expenses increased to 27,240,271.36 RMB in 2022, a 46.8% rise from 18,558,644.34 RMB in 2021[139] - Net cash flow from operating activities in 2022 was 2,083,335,379.29 RMB, a 47.4% increase from 1,413,741,214.02 RMB in 2021[140] - The company's financial expenses in 2022 were -16,218,536.64 RMB, a significant improvement from 12,802,284.80 RMB in 2021, primarily due to increased interest income[139] - The company received 17,095,936.78 RMB in tax refunds in 2022, a notable increase compared to the previous year[140] - Revenue for 2022 reached RMB 25,264.797 million, a year-on-year increase of 30.68%[153] - Total assets increased to RMB 3,506,517,164.67 in 2022, up from RMB 2,235,616,632.33 in 2021, representing a growth of approximately 56.8%[159][160][161] - Cash and cash equivalents surged to RMB 932,989,509.07 in 2022, a significant increase from RMB 329,753,949.77 in 2021, reflecting a growth of 183%[159] - Accounts receivable rose to RMB 739,136,224.42 in 2022, compared to RMB 563,414,462.76 in 2021, indicating a 31.2% increase[159] - Inventory levels increased to RMB 445,999,284.72 in 2022, up from RMB 277,479,536.20 in 2021, showing a growth of 60.7%[159] - Total liabilities grew to RMB 1,239,243,672.96 in 2022, compared to RMB 1,120,307,549.89 in 2021, a 10.6% increase[161] - Shareholders' equity more than doubled to RMB 2,267,273,491.71 in 2022, up from RMB 1,115,309,082.44 in 2021, reflecting a 103.3% growth[161] - Fixed assets increased to RMB 589,304,155.96 in 2022, up from RMB 559,603,598.58 in 2021, a 5.3% rise[160] - Construction in progress surged to RMB 224,832,421.82 in 2022, compared to RMB 95,138,196.83 in 2021, indicating a 136.3% increase[160] - Short-term borrowings rose to RMB 33,427,049.42 in 2022, up from RMB 22,200,647.23 in 2021, a 50.6% increase[161] - Retained earnings increased to RMB 841,631,315.88 in 2022, compared to RMB 574,120,090.92 in 2021, showing a 46.6% growth[161] - Total assets increased by 57.1% to RMB 3.43 billion in 2022 from RMB 2.18 billion in 2021[162][163] - Operating revenue grew by 30.7% to RMB 2.53 billion in 2022 compared to RMB 1.93 billion in 2021[165] - Net profit attributable to shareholders rose by 48.8% to RMB 839.83 million in 2022 from RMB 564.44 million in 2021[164] - R&D expenses increased by 49.3% to RMB 27.7 million in 2022 from RMB 18.56 million in 2021[165] - Cash and cash equivalents surged by 185.1% to RMB 926.11 million in 2022 from RMB 324.89 million in 2021[162] - Accounts receivable grew by 27.7% to RMB 695.98 million in 2022 from RMB 545.1 million in 2021[162] - Inventory increased by 56.4% to RMB 423.37 million in 2022 from RMB 270.74 million in 2021[162] - Total liabilities rose by 7.7% to RMB 1.16 billion in 2022 from RMB 1.08 billion in 2021[163] - Shareholders' equity jumped by 105.6% to RMB 2.27 billion in 2022 from RMB 1.1 billion in 2021[164] - Construction in progress surged by 1,101.9% to RMB 224.77 million in 2022 from RMB 18.7 million in 2021[162] - Net profit attributable to parent company shareholders reached 298,110,172.84, an increase from 178,146,582.51 in the previous year[166] - Basic earnings per share (EPS) were 0.98, up from 0.71 in the previous year[167] - Total comprehensive income attributable to parent company shareholders was 298,110,172.84, compared to 178,146,582.51 in the prior year[167] - Operating profit increased to 347,862,900.38 from 212,849,833.68 in the previous year[168] - Total profit for the year was 348,982,427.60, up from 209,558,404.87 in the prior year[168] - Net cash flow from operating activities was 204,349,866.78, a decrease from 241,737,252.77 in the previous year[169] - Cash paid for employee benefits and wages increased to 150,650,080.80 from 124,821,608.29 in the prior year[169] - Cash paid for taxes and fees rose to 122,576,290.96 from 57,387,449.18 in the previous year[169] - Cash outflow for investment activities was 522,182,305.07, significantly higher than 117,468,487.90 in the prior year[169] - Cash inflow from financing activities reached 1,181,441,157.24, compared to 63,914,000.00 in the previous year[169] - Operating cash flow increased to 209.26 million in 2022 from 203.10 million in 2021, reflecting a growth of 3.03%[170] - Sales revenue from goods and services rose to 1.91 billion in 2022, up 36.7% from 1.40 billion in 2021[170] - Cash received from other operating activities surged to 109.15 million in 2022, a significant increase from 21.83 million in 2021[170] - Total cash inflows from operating activities reached 2.03 billion in 2022, up 42.9% from 1.42 billion in 2021[170] - Cash outflows for purchasing goods and services increased to 1.48 billion in 2022, up 69.5% from 875.50 million in 2021[170] - Comprehensive income for 2022 amounted to 298.11 million, with a net impact of -4.50 million from minority interests[175] - Owner's equity increased by 854.56 million in 2022, primarily due to capital injections of 83.29 million and capital reserves of 771.27 million[175] - Total owner's equity at the end of 2022 stood at 1.16 billion, with a slight decrease in minority interests to -4.50 million[175] - The company allocated 30.60 million for profit distribution, specifically for the extraction of surplus reserves[175] - Cash received from investment activities in 2022 was 146.05 million, primarily from the recovery of investments[170] - Special reserves increased by 2,446,309.52 yuan in 2022, with 6,200,243.37 yuan extracted and 3,753,933.85 yuan used during the period[186] - Total comprehensive income for 2022 reached 178,146,582.51 yuan, contributing to a net increase in owner's equity of 178,002,414.72 yuan[182] - The company's total owner's equity at the end of 2022 stood at 1,115,309,082.44 yuan, up from 934,860,358.20 yuan at the beginning of the year[186] - Undistributed profits increased by 160,278,112.91 yuan in 2022, reaching 574,120,090.92 yuan by year-end[182] - Capital reserves remained stable at 211,114,616.80 yuan throughout 2022[182] - The company allocated 17,868,469.60 yuan to surplus reserves in 2022[184] - Minority interests decreased by 144,167.79 yuan during 2022, ending at 5,189,900.86 yuan[186] - The company's total assets at year-end 2022 amounted to 2,267,273,491.71 yuan[180] - Total comprehensive income for 2022 reached RMB 305,989,478.84, with a net profit of RMB 178,684,696.01[195] - The company's total equity at the end of the period was RMB 2,266,430,345.76, with a significant increase in undistributed profits to RMB 839,830,537.34[190] - Cash and cash equivalents at the end of 2022 amounted to RMB 880,322,286.19, a substantial increase from RMB 224,149,544.53 at the beginning of the year[196] - The company issued 83,291,852 A-shares in its IPO, raising significant capital, with the stock listed on the Shanghai Stock Exchange on April 28, 2022[192] - The company's subsidiaries include Chongqing Huize Electric Co., Ltd. (100% ownership) and Qiannan Wangjiang Transformer Co., Ltd. (60% ownership)[193] - Cash flow from financing activities showed a net increase of RMB 824,950,447.31, primarily due to capital raised from the IPO and loans[196] - Investment activities resulted in a net cash outflow of RMB 361,386,541.51, mainly due to the purchase of fixed assets and long-term investments[197] - The company's operating scope includes the manufacturing and sales of transformers, reactors, and other electrical equipment, as well as new material R&D[192] - The company's total assets increased significantly, with a notable rise in capital reserves and retained earnings[190] - The company's cash flow from operating activities showed a strong performance, contributing to the overall increase in cash and cash equivalents[196] - The company's total comprehensive income for the period amounted to 305,989,478.84[199] - Total owner contributions to capital during the period were 854,561,800.00, including 83,291,852.00 in ordinary shares and 771,269,948.00 in other equity instruments[199] - The company allocated 30,598,947.88 for surplus reserves during the period[199] - Special reserves increased by 3,680,637.03 during the period, with 6,468,174.65 extracted[199] - The company's total equity at the beginning of the period was 1,102,198,429.89[199] - Total equity increased by 1,164,231,915.87 during the period, reaching a new balance[199] - The company's inventory balance at the beginning of the period was 213,575,065.70[199] - The company's comprehensive income for the period was 305,989,478.84, representing a significant portion of the total equity increase[199] - The company's total revenue at the beginning of the period was 564,440,006.38[199] - The company's total assets at the beginning of the period were 1,102,198,429.89[199] Corporate Governance and Shareholder Commitments - The company held its third board of directors meeting on January 24, 2022, approving the 2021 financial statements and other related reports[18] - The company held its third board of directors meeting on February 14, 2022, approving the 2021 financial statements, internal control evaluation report, and other related reports[18] - The company held its third board of directors meeting on April 28, 2022, approving the 2022 first-quarter report[18] - The company held its third board of directors meeting on June 15, 2022, approving the investment in an 80,000-ton high-end magnetic new material project[22] - The company held its third board of directors meeting on October 20, 2022, approving the 2022 third-quarter report[22] - The company's directors attended all board meetings, with no absences reported, demonstrating strong governance practices[37] - The company has committed to gradually reducing shareholdings after the lock-up period expires, in compliance with regulatory requirements[35] - The company has pledged to enhance overall strength and expand business scale to mitigate the dilution of immediate returns[36] - The company's controlling shareholders and actual controllers have committed to not transferring or entrusting others to manage their shares within 36 months of the IPO[48

重庆望变电气（集团）股份有限公司 特定对象调研 分析师会议 媒体采访 业绩说明会 新闻发布会 路演活动 投资者关系 电话调研 现场参观 活动类别 其他 调研人员（单位） 兴业证券、东吴证券、北京禾永投资、北京衍航投 资、北京因诺资产 投资者关系活动记录表 | --- | --- | |-------------------|-------------------------------------------------------------| | 调研时间 | 2022 年 7 月 9 日上午 10：00 | | 调研地点 现场参观 | | | | | | 上市公司接待人员 | 董事长 杨泽民、董秘兼财务负责人 李代萍、证券 部相关人员 | | --- | --- | |---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------| | ...

Group 1: Industry Demand and Market Position - The photovoltaic and wind power industries are experiencing rapid installation growth, positively impacting the company's production of distribution and control equipment [2] - The company anticipates stable demand for oriented silicon steel (CGO) over the next 5-10 years, with no expected overcapacity or obsolescence [2] - Domestic demand for oriented silicon steel is strong, with historical order growth in the distribution and transmission sector ranging from 10% to 25% [3] Group 2: Production Capacity and Technological Development - The new 80,000-ton high magnetic induction oriented silicon steel project aims for medium to high-grade products, with actual output determining the specific grades [3] - The company has nearly 20 R&D personnel and collaborates with several universities and research centers for joint development [3] - The company is in a leading position among private enterprises in the production of oriented silicon steel, having launched its production line in 2017 [4] Group 3: Competitive Landscape - The company's technology has room for improvement compared to Baowu and Shougang, which have extensive experience and higher proportions of high-grade oriented silicon steel production [3] - Baowu and Shougang have been in the oriented silicon steel sector for decades and nearly ten years, respectively, indicating a competitive edge in full-process production [3]

重庆望变电气（集团）股份有限公司 投资者关系活动记录表 特定对象调研 分析师会议 媒体采访 业绩说明会 新闻发布会 路演活动 投资者关系 电话调研 现场参观 活动类别 其他 调研人员（单位） 国海证券、交银基金、重庆德睿恒丰资产管理有限 公司、北京真科私募基金管理有限公司、西藏文储 投资基金管理有限公司 | --- | --- | |------------------|-----------------------------------------------------------| | 调研时间 | 2022 年 6 月 30 日 -2022 年 7 月 5 日 | | | 调研地点 电话会议、现场参观 | | 上市公司接待人员 | 董秘兼财务负责人 李代萍、证券部相关人员 | | --- | --- | |------------------|------------------------------------------------------------| | | | | | 1 、取向硅钢有关问题 | | | （1）就投资者关心的八万吨新建新材料项目相关 | | | 问题做一个大体的情况介 ...

重庆望变电气（集团）股份有限公司 ☐ 特定对象调研 ☐ 分析师会议 ☐ 媒体采访 ☐ 业绩说明会 ☐ 新闻发布会 ☐ 路演活动 投资者关系 ☒ 电话调研 ☒ 现场参观 活动类别 ☐ 其他 投资者关系活动记录表 调研人员（单位） 东吴证券、中信证券、国金证券、广发基金、光 | --- | --- | |------------------|-----------------------------------------------------------| | | 大证券、中银基金、泰康资产管理有限公司 | | 调研时间 | 2022 年 6 月 20 日-2022 年 6 月 24 日 | | | 调研地点 电话会议、现场参观 | | 上市公司接待人员 | 董事兼副总经理 熊必润 | | | 董秘兼财务负责人 李代萍 | | | 新材料事业部总经理/技术中心硅钢总工程师付 | | | 康 付康 | | | 技术中心副总经理 邹红 | | | 证券部相关人员 | | --- | --- | |---------------------------|------------------------------- ...