独立董事提名人声明与承诺 （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用）； 提名人杭州诺邦无纺股份有限公司董事会，现提名董静女士 为杭州诺邦无纺股份有限公司第六届董事会独立董事候选人，并 已充分了解被提名人职业、学历、职称、详细的工作经历、全部 兼职、有无重大失信等不良记录等情况。被提名人已同意出任杭 州诺邦无纺股份有限公司第六届董事会独立董事候选人（参见该 独立董事候选人声明）。提名人认为，被提名人具备独立董事任 职资格，与杭州诺邦无纺股份有限公司之间不存在任何影响其独 立性的关系，具体声明并承诺如下： （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格和 条件的相关规定； （四）中共中央纪委、中共中央组织部《关于规范中管干部 辞去公职或者退（离）休后担任上市公司、基金管理公司独立董 事、独立监事的通知》的规定（如适用）； 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、 行政法规、规章及其他规范性文件，具有 5 年以上法律、经济、 会计、财务、管理或者其他履行独立董事职责所必需的工作经验。 被提名人已经参加培训并取得证券交 ...

杭州诺邦无纺股份有限公司 董事会薪酬与考核委员会实施细则 第一条 为进一步健全公司董事（非独立董事）及高级管理人员的考核和薪 酬管理制度，完善公司治理结构，根据《中华人民共和国公司法》、《上市公司治 理准则》、《公司章程》及其他有关规定，依据公司股东大会的相关决议，公司特 设立董事会薪酬与考核委员会，并制定本实施细则。 第二条 董事会薪酬与考核委员会是董事会按照股东大会决议设立的专门 工作机构，主要负责制定公司董事及高级管理人员的考核标准并进行考核；负责 制定、审查公司董事及高级管理人员的薪酬政策与方案，对董事会负责。 本实施细则所称高级管理人员是指董事会聘任的总经理、董事会秘书及由总 经理提请董事会聘任的副总经理、财务总监等其他高级管理人员。 第二章 人员组成 薪酬与考核委员会实施细则 杭州诺邦无纺股份有限公司 董事会薪酬与考核委员会实施细则 （2023 年修订版） 第一章 总则 第三条 薪酬与考核委员会成员由 3 名董事组成，其中独立董事应当过半数 并担任召集人。 第四条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或全体董 事三分之一以上（包括三分之一）提名，并由董事会过半数选举产生。 选举委员的 ...

Financial Performance - The company's revenue for Q3 2023 reached ¥488,035,455.21, representing a year-over-year increase of 27.94%[5] - Net profit attributable to shareholders for Q3 2023 was ¥23,746,091.71, a significant increase of 165.54% compared to the same period last year[5] - The net profit excluding non-recurring gains and losses for Q3 2023 was ¥22,314,801.98, up 289.78% year-over-year[5] - Basic earnings per share for Q3 2023 were ¥0.14, reflecting an increase of 180.00% compared to the previous year[6] - Operating profit for the third quarter was ¥80,210,148.17, up 108.4% from ¥38,544,366.90 in the previous year[19] - Net profit attributable to shareholders for the third quarter was ¥54,257,384.34, an increase of 78.2% compared to ¥30,440,068.34 in the same quarter of 2022[20] - Total revenue for the first three quarters of 2023 reached ¥1,349,630,752.31, a 22.6% increase from ¥1,100,163,926.31 in the same period of 2022[18] - The total comprehensive income for the third quarter was ¥73,213,053.12, compared to ¥44,214,856.46 in the same quarter of 2022, reflecting a growth of 65.7%[20] - Basic and diluted earnings per share for the third quarter were both ¥0.31, up from ¥0.17 in the same period last year[20] Assets and Liabilities - Total assets at the end of Q3 2023 amounted to ¥2,369,066,395.89, a 4.53% increase from the end of the previous year[6] - Total liabilities increased to ¥796,719,895.05, compared to ¥744,694,499.30 in the previous year, reflecting a growth of 7%[17] - The company reported a total equity attributable to shareholders of ¥1,329,830,664.44, an increase of 2.82% from the previous year[6] - The company’s total current assets reached RMB 990,564,368.27, up from RMB 851,345,576.67, an increase of approximately 16.4%[16] - The company reported a total cost of sales of ¥1,119,914,452.30 for the first three quarters, which is a 17.7% increase from ¥951,001,101.17 in the previous year[18] Cash Flow - The company's cash flow from operating activities for the year-to-date period decreased by 30.70% to ¥127,167,249.65[5] - Cash flow from operating activities for the first three quarters was ¥1,407,439,489.10, a 20.7% increase from ¥1,165,955,433.73 in the same period of 2022[22] - Operating cash inflow for Q3 2023 was $1,642,227,532.02, an increase from $1,381,299,654.83 in Q3 2022, representing a growth of approximately 18.9%[23] - Net cash outflow from operating activities was $1,515,060,282.37, compared to $1,197,797,951.79 in the previous year, indicating a rise of about 26.5%[23] - The net increase in cash and cash equivalents for Q3 2023 was $11,405,301.76, compared to $12,679,048.30 in Q3 2022, a decrease of about 10%[24] - The ending balance of cash and cash equivalents was $198,682,625.17, up from $92,491,110.70 in the previous year, indicating a significant increase of approximately 114.5%[24] Stock and Equity Management - The company repurchased and canceled 1,479,000 restricted stocks at a price of RMB 13.07 per share, totaling RMB 19,330,530, due to unmet performance targets in the 2020 stock incentive plan[14] - The company completed the repurchase and cancellation of restricted stocks on August 4, 2023, reducing the total share capital from 178,988,000 shares to 177,509,000 shares[14] - The company reported a total equity attributable to shareholders rose to ¥1,329,830,664.44, up from ¥1,293,317,550.10, marking a 2.8% increase[17] - The company's total equity decreased from RMB 1,415,126,640.35 to RMB 1,378,502,027.62, a decline of about 2.6%[16] Operational Efficiency - The company plans to continue focusing on revenue growth and improving gross margins as key strategies moving forward[10] - Research and development expenses for the first three quarters totaled ¥57,890,596.78, up 31.9% from ¥43,872,192.48 in the same period last year[18] - Cash and cash equivalents rose to RMB 427,299,602.54 from RMB 298,817,597.85, marking an increase of approximately 43.0% year-over-year[15] - Accounts receivable increased to RMB 305,518,205.17 from RMB 266,421,355.01, representing a growth of about 14.7%[15] - Inventory levels rose to RMB 217,637,976.05 from RMB 190,663,234.03, indicating an increase of approximately 14.2%[16] - Short-term borrowings decreased significantly to RMB 5,750,000.00 from RMB 27,571,321.92, a reduction of about 79.1%[16] - Accounts payable increased to RMB 355,400,222.92 from RMB 301,753,173.78, reflecting a rise of approximately 17.7%[16]

证券代码：603238 证券简称：诺邦股份 公告编号：2023-030 关于完成工商变更登记并取得换发营业执照的公告 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。 杭州诺邦无纺股份有限公司（以下简称"公司"） 分别于 2023 年 6 月 6 日 和 2023 年 6 月 26 日召开了第六届董事会第三次会议、2023 年第一次临时股东 大会，审议通过了《关于修订<公司章程>并办理工商变更登记的议案》。具体内 容详见公司刊登于《证券时报》及上海证券交易所网站（www.sse.com.cn）的公 告。 近日，公司完成了工商变更登记手续，并取得了浙江省市场监督管理局换发 的《营业执照》，具体登记信息如下： 名称：杭州诺邦无纺股份有限公司 统一社会信用代码：913301007450861792 类型：其他股份有限公司（上市） 法定代表人：任建华 杭州诺邦无纺股份有限公司 注册资本：壹亿柒仟柒佰伍拾万玖仟元 成立日期：2002 年 11 月 27 日 营业期限：2002 年 11 月 27 日 至 长期 经营范围：生产：水刺无纺布（ ...

Financial Performance - The company's operating revenue for the first half of 2023 reached ¥861,595,297.10, representing a 19.88% increase compared to ¥718,696,330.67 in the same period last year[15]. - The net profit attributable to shareholders for the first half of 2023 was ¥30,511,292.63, a 41.93% increase from ¥21,497,474.36 in the previous year[15]. - The net profit after deducting non-recurring gains and losses was ¥26,059,223.12, showing a significant increase of 158.73% compared to ¥10,071,938.88 in the same period last year[15]. - The basic earnings per share for the first half of 2023 was ¥0.17, up 41.67% from ¥0.12 in the same period last year[16]. - The weighted average return on net assets increased to 2.33%, up 0.62 percentage points from 1.71% in the previous year[16]. - The net cash flow from operating activities decreased by 51.10% to ¥44,435,462.01 from ¥90,876,961.97 in the same period last year[15]. - The total assets at the end of the reporting period were ¥2,288,883,704.85, a slight increase of 0.99% from ¥2,266,472,217.02 at the end of the previous year[15]. - The net assets attributable to shareholders at the end of the reporting period were ¥1,306,077,942.73, reflecting a 0.99% increase from ¥1,293,317,550.10 at the end of the previous year[15]. Industry Context - The textile industry in China experienced a significant downturn, with the production of non-woven fabrics declining by 2.2% year-on-year in the first half of 2023, and the revenue and total profit of large-scale non-woven fabric enterprises dropping by 5% and 66% respectively[23]. - The industry’s profit margin fell to a historical low of 1.2%, down by 2.2 percentage points year-on-year, indicating severe market competition and declining product prices[23]. - The company reported a total profit growth rate of -41.47%, with a profit margin of 2.85%, reflecting a challenging financial environment[25]. - The international market demand index for non-woven fabrics has shown signs of recovery, with exports of non-woven fabrics increasing by 1.9% in quantity despite a decline in export value[25]. - The company’s industry is experiencing severe oversupply and intense price competition, leading to a deep adjustment period[48]. Product and Innovation - The company’s production capacity is nearly 80,000 tons annually, supported by eleven production lines, positioning it among the leaders in the domestic non-woven fabric industry[30]. - The company has a diverse product range, including applications in beauty care, cleaning, industrial materials, and medical materials, which enhances its market presence[27]. - The company is focused on technological innovation and has established a strong R&D capability to develop high-value-added products, aligning with international market trends[30]. - The company obtained 20 new patents during the reporting period, including 6 invention patents, bringing the total to 214 patents[34]. Environmental Management - The company has been recognized as a key wastewater monitoring enterprise by the Zhejiang Provincial Environmental Protection Department[59]. - The company has implemented various environmental management systems and has been awarded the title of water-saving enterprise in Zhejiang Province[59]. - The company’s wastewater discharge standards include a biochemical oxygen demand limit of 500 mg/l, with actual discharge measured at 56.4 mg/l[60]. - The company has established a comprehensive online monitoring system for pollutant discharge, allowing real-time data access for environmental authorities[59]. - The company has made significant investments in environmental protection facilities, ensuring compliance with environmental regulations[64]. Shareholder and Corporate Governance - The company commits to avoiding business competition with its controlling shareholder and related parties[72]. - The company has completed major asset restructuring commitments to protect the rights of minority shareholders[70]. - The actual controller, Mr. Ren Jianhua, guarantees that he and his affiliates will not engage in any competitive activities with the listed company or its subsidiaries[74]. - The company will strictly adhere to laws and regulations to prevent any conflicts of interest and will ensure fair treatment of minority shareholders[75]. - The company promises to minimize related party transactions post-restructuring, ensuring that any necessary transactions are conducted at fair market prices[76]. Financial Management and Risks - The company faces significant risks including high global inflation and rising interest rates, which may impact demand and economic recovery[48]. - The company’s main raw materials, such as viscose fiber and polyester fiber, constitute a large portion of production costs, making it vulnerable to price fluctuations[48]. - The company is expanding its production scale and product structure, increasing its exposure to foreign currency exchange risks due to import activities[49]. - The company emphasizes the need to monitor policy changes in key export markets to mitigate risks associated with trade regulations[50]. Future Outlook - The company remains cautiously optimistic about future growth, anticipating a narrowing of declines in key economic metrics in the second half of 2023[26]. - The company plans to continue enhancing its core competitiveness and profitability by integrating industry chain resources and focusing on innovation[36]. - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters, although specific strategies were not detailed in the provided content[128].

重要内容提示： https://roadshow.sseinfo.com/） 证券代码：603238 证券简称：诺邦股份 公告编号：2023-029 杭州诺邦无纺股份有限公司 关于召开 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。 （三） 会议召开方式：上证路演中心网络互动 三、 参加人员 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 09 月 06 日(星期三) 至 09 月 12 日(星期 二)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 db@nbond.cn 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。 杭州诺邦无纺股份有限公司（以下简称"公司"）已于 2023 年 8 月 25 日发布公司 2023 年半年度报告，为便于广大投资者更全面深入 地了解公司 2023 年半年度经营成果、财务状况，公司计划于 2023 年 09 月 13 日 下午 14:00-15:00 举行 2023 年半年度业绩说明会，就投 资者关心的 ...

证券代码：603238 证券简称：诺邦股份 公告编号：2023-027 杭州诺邦无纺股份有限公司 第六届监事会第四次会议决议公告 三、备查文件 本公司监事会及全体监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、监事会会议召开情况 杭州诺邦无纺股份有限公司（以下简称"公司"）于 2023 年 8 月 24 日在杭 州市余杭经济技术开发区昌达路8号公司2号会议室以现场召开方式召开第六届 监事会第四次会议。会议通知及相关议案资料已于 2023 年 8 月 10 日以专人送达 及电子邮件方式发出。本次会议应到监事 3 人，实到监事 3 人，会议由监事会主 席陆年芬女士主持。会议的通知、召集、召开和表决程序符合《中华人民共和国 公司法》、《公司章程》等有关法律、法规的规定。 二、监事会会议审议情况 1、审议通过《关于 2023 年半年度报告及摘要的议案》 表决情况：同意 3 票、反对 0 票、弃权 0 票。 公司第六届监事会第四次会议决议。 特此公告。 杭州诺邦无纺股份有限公司 监事会 2023 年 8 月 25 日 ...

证券代码：603238 证券简称：诺邦股份 公告编号：2023-015 杭州诺邦无纺股份有限公司 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： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 （三） 会议召开方式：上证路演中心网络互动 三、 参加人员 总经理：龚金瑞先生 投资者可于 2023 年 05 月 19 日(星期五) 至 05 月 25 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 db@nbond.cn 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。 杭州诺邦无纺股份有限公司（以下简称"公司"）已于 2023 年 4 月 21 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 05 月 26 日 下午 13:00-14:00 举行 2022 年度业绩说明会，就投资者关心的 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 397,524,531.12, representing an increase of 18.66% compared to the same period last year[5]. - The net profit attributable to shareholders of the listed company was CNY 10,309,364.09, reflecting a growth of 35.58% year-on-year[5]. - The company's net profit for Q1 2023 reached CNY 14,658,879.43, a 25.4% increase from CNY 11,688,017.91 in Q1 2022[21]. - Operating profit for Q1 2023 was CNY 15,314,569.48, up from CNY 13,913,283.53 in the same period last year, reflecting a growth of 10.1%[21]. - Total revenue from sales of goods and services amounted to CNY 438,121,662.78, compared to CNY 338,727,320.29 in Q1 2022, indicating a year-over-year increase of 29.3%[24]. - The total comprehensive income for Q1 2023 was CNY 14,658,879.43, compared to CNY 11,688,017.91 in the previous year, showing a growth of 25.4%[22]. Earnings and Shareholder Metrics - Basic earnings per share for the period was CNY 0.06, up by 50.00% year-on-year[6]. - Diluted earnings per share also stood at CNY 0.06, showing a 50.00% increase compared to the same period last year[6]. - The company’s basic and diluted earnings per share for Q1 2023 were both CNY 0.06, compared to CNY 0.04 in Q1 2022, reflecting a 50% increase[22]. Cash Flow and Liquidity - The net cash flow from operating activities reached CNY 54,041,260.94, marking a significant increase of 62.78% compared to the previous year[5]. - The company reported a net cash inflow from operating activities of CNY 54,041,260.94, which is an increase of 62.8% from CNY 33,199,792.47 in Q1 2022[24]. - Cash and cash equivalents at the end of Q1 2023 were CNY 167,898,728.69, a decrease from CNY 184,277,323.41 at the beginning of the quarter[25]. - The company's cash and cash equivalents increased to RMB 396,766,612.18 as of March 31, 2023, compared to RMB 298,817,597.85 at the end of 2022, representing a growth of 32.8%[16]. Assets and Liabilities - Total assets at the end of the reporting period amounted to CNY 2,299,846,758.36, a 1.47% increase from the end of the previous year[6]. - Total assets as of March 31, 2023, amounted to RMB 2,299,846,758.36, a slight increase from RMB 2,266,472,217.02 at the end of 2022[18]. - Total liabilities increased to RMB 763,410,161.21 as of March 31, 2023, compared to RMB 744,694,499.30 at the end of 2022, indicating a rise of 2.9%[18]. - The company's total equity reached RMB 1,536,436,597.15 as of March 31, 2023, up from RMB 1,521,777,717.72 at the end of 2022, reflecting an increase of 1.0%[18]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 11,849[12]. - The largest shareholder, Hangzhou Boss Industry Group Co., Ltd., holds 54.2% of the shares, totaling 97,026,750 shares[12]. Operating Costs and Expenses - Total operating costs for Q1 2023 were RMB 383,306,054.80, up from RMB 322,020,492.76 in Q1 2022, reflecting a growth of 19.1%[20]. - Research and development expenses rose to CNY 15,288,612.07, up from CNY 12,127,791.05, marking a 25.5% increase year-over-year[21]. - The company incurred financial expenses of CNY 3,777,756.43, significantly higher than CNY 1,307,483.42 in Q1 2022, indicating a rise of 189.5%[21]. Inventory and Payables - Inventory as of March 31, 2023, was RMB 201,711,972.83, compared to RMB 190,663,234.03 at the end of 2022, showing an increase of 5.4%[16]. - Accounts payable increased to RMB 315,805,053.76 as of March 31, 2023, compared to RMB 301,753,173.78 at the end of 2022, reflecting a growth of 4.7%[17]. - Short-term borrowings decreased to RMB 22,000,000.00 as of March 31, 2023, from RMB 27,571,321.92 at the end of 2022, a reduction of 20.0%[17]. Government Subsidies - The company received government subsidies amounting to CNY 2,130,450.48, which are closely related to its normal business operations[7].

Financial Performance - The company's operating revenue for 2022 was CNY 1,589,423,184.94, representing a 4.60% increase compared to CNY 1,519,457,858.12 in 2021[20] - The net profit attributable to shareholders of the listed company decreased by 60.95% to CNY 37,724,962.92 from CNY 96,614,229.97 in the previous year[20] - The basic earnings per share for 2022 was CNY 0.21, down 61.82% from CNY 0.55 in 2021[21] - The net cash flow from operating activities increased by 16.39% to CNY 226,176,562.75 compared to CNY 194,332,041.81 in 2021[20] - The total assets of the company as of December 31, 2022, were CNY 2,266,472,217.02, a 2.97% increase from CNY 2,201,012,577.03 in 2021[20] - The net profit after deducting non-recurring gains and losses was CNY 24,650,495.73, down 71.16% from CNY 85,464,913.12 in 2021[20] - The company's net assets attributable to shareholders increased by 3.63% to CNY 1,293,317,550.10 as of the end of 2022[20] Research and Development - The company launched China's first flushable sanitary napkin, Surelax, marking a significant innovation in the flushable materials technology field[28] - The R&D center produced approximately 110 technical research documents during the reporting period, enhancing the capabilities of the R&D team[28] - The company applied for 23 new patents, including 10 invention patents, and obtained 14 authorized patents, with a total of 112 authorized patents to date[28] - The company increased its R&D expenses by 7.77% to approximately 62.84 million RMB, reflecting its commitment to innovation[52] - The company employed 165 R&D personnel, accounting for 12.51% of the total workforce, indicating a strong focus on innovation[62] Operational Efficiency and Innovations - The company implemented a digital workshop and developed an IPS system to enhance cost control and operational efficiency amid rising raw material costs[29] - The company established three wet production lines, with over 40% of its production capacity being low-carbon and biodegradable flushable products[30] - The company received multiple honors, including recognition as a "Future Factory" and a "Smart Factory" for its digital workshop initiatives[30] - Guoguang's subsidiary, Nachiko, improved automation to over 95%, reducing overall operating costs by 33.3% and product defect rates by 87.5%[31] Market and Industry Trends - The industry’s capacity utilization rate increased from approximately 50% in Q1 2022 to over 70% by year-end, with more than 20% of surveyed companies exceeding 90% utilization[35] - The total fiber processing volume in the industrial textile industry reached 1,960 million tons, a year-on-year increase of 1.1%[35] - The profit margin for the industrial textile industry was 4.7%, down 0.5 percentage points year-on-year, marking one of the lowest levels in recent years[35] - The export value of the industrial textile industry was $44.15 billion, a year-on-year decrease of 15.9%[42] Financial Management and Investments - The company plans to focus on equipment upgrades, intelligent transformation, and green manufacturing in fixed asset investments[45] - The company is focusing on high-quality investments, with 66.2% of firms planning to invest in equipment upgrades and green transformations in 2023[41] - The company has a structured approach to employee compensation, balancing internal equity and external competitiveness[108] - The company has established internal control management systems to ensure the proper use of raised funds[144] Governance and Shareholder Structure - The company has appointed new independent directors to enhance governance and oversight[84] - The company held its second extraordinary general meeting on November 25, 2022, where the election of the sixth board of directors and supervisory board was approved[88] - The company has a clear framework for managing subsidiaries to promote healthy development and protect investor rights[118] - The company’s governance structure includes a remuneration and assessment committee[95] Environmental Commitment - The company invested 3.0219 million yuan in environmental protection during the reporting period[120] - The company is classified as a key wastewater monitoring enterprise in Zhejiang Province, emphasizing its commitment to environmental protection[122] - The company has established a standardized wastewater treatment facility, ensuring compliance with municipal discharge standards[126] - The company has received various environmental management system certifications, including ISO 14001:2015 for environmental management[122] Risks and Challenges - The company faces significant market competition risks due to oversupply in the non-woven fabric market, which may impact profitability[77] - Major raw materials constitute a large portion of production costs, and fluctuations in prices of viscose fiber, polyester fiber, and pulp may adversely affect profitability[77] - The company is exposed to exchange rate risks due to its reliance on USD and EUR for import and export transactions, which may lead to increased foreign exchange losses[77] Future Outlook - The company aims to become a global leader in green healthcare products, focusing on human health care and innovative R&D[74] - In 2023, the company will implement a business theme of "ecological reconstruction to activate stock and maintain market" with a focus on high-end and scalable development[75] - The industry is expected to recover to a medium-speed growth rate of around 5% in 2023, with improved profitability[45]