公司于 2023 年 4 月 26 日召开第九届董事会第二次会议和 2023 年 5 月 18 日召开 2022 年年度股东大会，审议通过了《关于公司及控股子公司预计 2023 年度向银行申请综合授信额度及提供担保的议案》。有关上述事项的具体内容详 见公司在上海证券交易所网站（www.sse.com.cn）上披露的《关于公司及控股 子公司预计 2023 年度向银行申请综合授信额度及提供担保的公告》（公告编号： 2023-017），现就相关进展情况公告如下： 证券代码：603269 证券简称：海鸥股份 公告编号：2023-041 江苏海鸥冷却塔股份有限公司 关于为子公司提供担保的进展公告 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: 1 （一）常州市金坛金鸥水处理有限公司 被担保人名称：常州市金坛金鸥水处理有限公司（以下简称"金鸥水处 理"），江苏海洋冷却设备有限公司（以下简称"江苏海洋"），太丞（上 海）工业设备有限公司（以下简称"上海太丞"）。 本次担保金额及已实际为其提供的担保余额：本次对金鸥水处理 ...

2023 年第三季度报告 证券代码：603269 证券简称：海鸥股份 江苏海鸥冷却塔股份有限公司 2023 年第三季度报告 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： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务 信息的真实、准确、完整。 公司于 2023 年 10 月 26 日召开第九届董事会第四次会议审议通过了《关于公司 2023 年第三季 度报告的议案》，表决结果：9 票同意，0 票弃权，0 票反对。 公司于 2023 年 10 月 26 日召开第九届监事会第四次会议审议通过了《关于公司 2023 年第三季 度报告的议案》，表决结果：3 票同意，0 票弃权，0 票反对。 第三季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 单位：元 币种：人民币 | 项目 | 本报告期 | 本报告期 ...

2023 年半年度报告 公司代码：603269 公司简称：海鸥股份 江苏海鸥冷却塔股份有限公司 2023 年半年度报告 1 / 165 2023 年半年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人金敖大、主管会计工作负责人刘立及会计机构负责人（会计主管人员）徐军声明： 保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 六、 前瞻性陈述的风险声明 √适用 □不适用 本报告中所涉及的经营计划、发展战略等前瞻性描述不构成公司对投资者的实质承诺，敬请 投资者注意投资风险。 七、 是否存在被控股股东及其他关联方非经营性占用资金情况 否 八、 是否存在违反规定决策程序对外提供担保的情况？ 否 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实性、准确性和完整性 否 十、 重大风险提示 公司可能存在的风险事项已在本报告第三节"管理层 ...

Financial Performance - The company's operating revenue for 2022 was CNY 1,354,187,574.03, representing a year-on-year increase of 19.85% compared to CNY 1,129,857,551.78 in 2021[23]. - The net profit attributable to shareholders for 2022 was CNY 73,752,320.40, which is a 39.33% increase from CNY 52,934,179.54 in 2021[23]. - The basic earnings per share for 2022 was CNY 0.66, reflecting a growth of 40.43% compared to CNY 0.47 in 2021[24]. - The weighted average return on equity increased to 8.10% in 2022, up by 2 percentage points from 6.10% in 2021[24]. - The total assets at the end of 2022 were CNY 2,642,046,365.52, an increase of 11.44% from CNY 2,370,737,403.93 at the end of 2021[23]. - The net assets attributable to shareholders at the end of 2022 were CNY 939,907,063.01, which is a 6.36% increase from CNY 883,714,719.71 at the end of 2021[23]. - The company achieved operating revenue of 1.354 billion RMB, an increase of 19.85% compared to the same period last year[36]. - Net profit attributable to shareholders reached 73.75 million RMB, up 39.33% year-on-year[36]. - The total orders on hand as of December 31, 2022, amounted to 2.531 billion RMB, representing a year-on-year growth of 12.86%[37]. Dividend and Share Capital - The company plans to distribute a cash dividend of 2.50 yuan (including tax) for every 10 shares, totaling approximately 28.13 million yuan, which represents 38.14% of the net profit attributable to shareholders[6]. - The company will increase its total share capital from 112,518,866 shares to 157,526,412 shares by converting 4 shares for every 10 shares from capital reserves[6]. Audit and Compliance - The company has received a standard unqualified audit report from Lixin Certified Public Accountants[5]. - The company has confirmed that there are no non-operating fund occupations by controlling shareholders or related parties[8]. - The company has not violated any decision-making procedures regarding external guarantees[8]. - The company has conducted thorough internal control and information disclosure practices to protect shareholder interests[103]. - The company has no significant internal control deficiencies as per the internal control audit report[145]. Research and Development - The company focused on R&D in areas such as new environmentally friendly fillers and low-energy consumption cooling towers, achieving significant technological breakthroughs[37]. - The company holds a total of 239 patents and has received multiple high-tech product certifications in various fields[52]. - Research and development expenses increased by 29.99% to ¥35,659,161.82, indicating a stronger focus on innovation[55]. - The company is investing 50 million in R&D for new technologies aimed at enhancing product efficiency[113]. Market and Growth Strategy - The company plans to continue expanding its market presence and enhancing its product offerings in response to increased business volume and project completions[24]. - The company aims to achieve a 20% to 50% annual water saving rate through advanced cooling technologies[92]. - The company plans to expand its international presence and enhance its global service capabilities[94]. - The company is expanding its market presence in Southeast Asia, targeting a 30% market share by 2025[117]. - The company is considering strategic acquisitions to enhance its market position, with a budget of 100 million allocated for potential deals[113]. Governance and Management - The company has appointed new independent directors following the recent board election[111]. - The company’s management team has undergone changes, with several executives transitioning to new roles[111]. - The company’s independent directors have been updated, with new appointments made to enhance governance[111]. - The company has established a reasonable performance evaluation system for senior management, linking their compensation to company performance[143]. - The overall governance structure is designed to align with shareholder interests and ensure accountability[120]. Environmental Responsibility - The company has implemented various pollution prevention measures for waste gas, including a 15-meter high exhaust stack for emissions treatment, ensuring compliance with standards[150]. - The company utilizes a mechanical forced ventilation system in the molding room to maintain air quality, with waste gas from the molding process treated through multiple filtration and adsorption stages[149]. - The company has a comprehensive waste management strategy, ensuring that all waste types are properly processed and disposed of[152]. - The company reported that all major pollutants were within compliance limits according to environmental monitoring reports during the reporting period[155]. Shareholder Commitments - The company has established a plan to ensure compliance with its commitments regarding share transfers and disclosures[160]. - The company has pledged to maintain the accuracy and completeness of its prospectus and related documents[160]. - The company is committed to repurchasing shares if any misstatements in its prospectus are identified by regulatory authorities[160]. - The commitments made by shareholders are intended to protect the interests of the company and its subsidiaries from potential conflicts of interest[166]. Risks and Challenges - The company faces risks from macroeconomic changes affecting downstream demand, particularly in industries like petrochemicals and metallurgy[98]. - The company has identified risks related to overseas operations, including legal, political, and cultural integration challenges[99]. - Currency fluctuation risks are acknowledged, with potential impacts on overseas revenue and cost competitiveness due to changes in the RMB exchange rate[99].

Financial Performance - The company's operating revenue for Q1 2023 was CNY 207,352,604.72, representing a decrease of 13.04% compared to the same period last year[5]. - The net profit attributable to shareholders of the listed company was CNY 2,210,396.07, down 20.58% year-on-year[5]. - The net profit attributable to shareholders after deducting non-recurring gains and losses decreased by 35.52% to CNY 1,953,774.57[5]. - The company experienced a significant decrease in net profit due to reduced operating revenue compared to the previous year[8]. - Total operating revenue for Q1 2023 was ¥207,352,604.72, a decrease of 12.99% compared to ¥238,445,214.51 in Q1 2022[18]. - Net profit for Q1 2023 was ¥1,977,724.80, a decline of 47.96% from ¥3,733,348.88 in Q1 2022[19]. - The total profit for Q1 2023 was ¥4,051,939.78, down 39.56% from ¥6,667,154.04 in Q1 2022[19]. Cash Flow and Liquidity - The net cash flow from operating activities was negative at CNY -19,452,788.58, an increase in outflow of 56.57% compared to the previous year[5]. - Cash flow from operating activities showed a net outflow of ¥19,452,788.58 in Q1 2023, an improvement from a net outflow of ¥44,786,872.01 in Q1 2022[23]. - Cash and cash equivalents stood at RMB 353,461,750.11, significantly higher than RMB 230,176,971.07, reflecting an increase of approximately 53.5%[13]. - Cash and cash equivalents at the end of Q1 2023 increased to ¥232,285,899.39, compared to ¥131,019,136.75 at the end of Q1 2022[24]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 2,861,730,850.15, an increase of 8.31% from the end of the previous year[6]. - As of March 31, 2023, the total assets of Jiangsu Haio Cooling Tower Co., Ltd. amounted to RMB 2,861,730,850.15, an increase from RMB 2,642,046,365.52 as of December 31, 2022, reflecting a growth of approximately 8.3%[13]. - The company's current assets totaled RMB 2,372,767,158.52, up from RMB 2,144,242,860.21, indicating an increase of about 10.6% year-over-year[13]. - The total liabilities of the company reached RMB 1,906,327,718.46, compared to RMB 1,686,650,740.86, which is an increase of approximately 13.0%[15]. - The equity attributable to shareholders was RMB 940,267,902.46, slightly up from RMB 939,907,063.01, showing a marginal increase of about 0.04%[15]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 8,790[10]. - The top shareholder, Wu Zhuping, held 14,812,500 shares, representing 13.16% of the total shares[10]. Operating Costs and Expenses - Total operating costs for Q1 2023 were ¥203,717,557.33, down 12.52% from ¥232,883,484.84 in Q1 2022[19]. - Research and development expenses decreased to ¥3,554,460.59 in Q1 2023, down 41.56% from ¥6,087,410.98 in Q1 2022[19]. Other Financial Metrics - The weighted average return on net assets was 0.24%, a decrease of 0.08 percentage points compared to the previous year[6]. - The company reported a non-recurring gain of CNY 256,621.50 after tax, primarily due to government subsidies and other non-operating income[8]. - The company reported a basic earnings per share of ¥0.02 for both Q1 2023 and Q1 2022, indicating stability in earnings per share despite the decline in net profit[20]. - The company experienced a foreign exchange loss of ¥1,420,953.96 in Q1 2023, contrasting with a gain of ¥196,769.36 in Q1 2022[24].

2022 年第三季度报告 证券代码：603269 证券简称：海鸥股份 江苏海鸥冷却塔股份有限公司 2022 年第三季度报告 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： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 单位：元 币种：人民币 | 项目 | 本报告期 | 本报告期比 上年同期增 | 年初至报告期末 | 年初至报告期 末比上年同期 | | --- | --- | --- | --- | --- | | | | 减变动幅度 | | 增减变动幅度 | | | | (%) | | (%) | | 营业收入 | 267,664,692.20 | -8.27 | 845,141,980.27 | 18.30 | | 归属于上市公司股东的 净利润 | 18,942,446.76 | 33.47 | 39,476,914.86 | 15.09 | | 归属于上市公司股东的 | | | | | | 扣除非经常性损 ...

2022 年半年度报告 公司代码：603269 公司简称：海鸥股份 江苏海鸥冷却塔股份有限公司 2022 年半年度报告 1 / 168 2022 年半年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人金敖大、主管会计工作负责人刘立及会计机构负责人（会计主管人员）徐军声明： 保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 六、 前瞻性陈述的风险声明 √适用 □不适用 本报告中所涉及的经营计划、发展战略等前瞻性描述不构成公司对投资者的实质承诺，敬请投资 者注意投资风险。 七、 是否存在被控股股东及其关联方非经营性占用资金情况 否 八、 是否存在违反规定决策程序对外提供担保的情况？ 否 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实性、准确性和完整性 否 十、 重大风险提示 公司可能存在的风险事项已在本报告第三节"管理层讨 ...

Financial Performance - The company's operating revenue for Q1 2022 was ¥238,445,214.51, representing a year-on-year increase of 75.84%[5] - The net profit attributable to shareholders of the listed company was ¥2,783,114.90, up 35.78% compared to the same period last year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 140.33% year-on-year, amounting to ¥3,030,241.75[5] - Net profit for Q1 2022 reached ¥3,733,348.88, compared to ¥1,892,457.23 in Q1 2021, marking an increase of approximately 96.9%[20] - The company reported a total profit of ¥6,667,154.04 for Q1 2022, compared to ¥2,952,223.86 in Q1 2021, which is an increase of about 125.5%[20] Cash Flow and Liquidity - The net cash flow from operating activities was -¥44,786,872.01, reflecting an increase of 18.66% compared to the previous year[5] - The net cash flow from operating activities for Q1 2022 was -¥44,786,872.01, an improvement from -¥55,059,950.07 in Q1 2021[23] - Cash and cash equivalents at the end of Q1 2022 totaled ¥131,019,136.75, down from ¥159,493,130.38 at the end of Q1 2021[24] - The company's cash and cash equivalents decreased to CNY 225,230,027.52 from CNY 254,161,725.35, a decline of about 11.4%[15] - The company’s financing activities generated a net cash flow of ¥34,634,859.97 in Q1 2022, compared to ¥51,948,802.61 in Q1 2021[24] - The company experienced a foreign exchange impact on cash and cash equivalents of ¥196,769.36 in Q1 2022, compared to -¥13,441.37 in Q1 2021[24] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,398,392,040.68, a 1.17% increase from the end of the previous year[6] - The company's current assets totaled CNY 1,910,384,700.35, compared to CNY 1,873,128,183.51 at the end of 2021, indicating an increase of about 2.4%[15] - The total liabilities stood at CNY 1,499,702,624.74, up from CNY 1,473,116,785.25, representing a rise of approximately 1.8%[17] - The total non-current assets were CNY 488,007,340.33, down from CNY 497,609,220.42, reflecting a decrease of approximately 1.3%[16] Shareholder Metrics - The weighted average return on equity increased by 0.08 percentage points to 0.32%[6] - The equity attributable to shareholders of the listed company was ¥884,089,758.96, showing a slight increase of 0.04% from the previous year[6] - The company's equity attributable to shareholders was CNY 884,089,758.96, a slight increase from CNY 883,714,719.71, indicating a growth of about 0.4%[17] - The company reported a basic earnings per share of ¥0.02, unchanged from the previous year[5] - Basic and diluted earnings per share for Q1 2022 remained at ¥0.02, consistent with Q1 2021[21] Operating Costs and Revenue Drivers - Total operating costs for Q1 2022 were ¥232,883,484.84, up from ¥131,439,050.81 in Q1 2021, reflecting an increase of about 77.1%[20] - The increase in operating revenue was attributed to a rise in completed projects compared to the same period last year[8] - Research and development expenses for Q1 2022 were ¥6,087,410.98, significantly higher than ¥2,721,506.45 in Q1 2021, indicating an increase of approximately 124.4%[20] Government Support - The company received government subsidies amounting to ¥572,759.30, which are closely related to its normal business operations[7] Other Financial Metrics - The company's cash and cash equivalents decreased to CNY 225,230,027.52 from CNY 254,161,725.35, a decline of about 11.4%[15] - Accounts receivable amounted to CNY 466,657,471.20, slightly down from CNY 479,954,361.22, showing a decrease of approximately 2.8%[15] - Inventory increased to CNY 930,226,508.43 from CNY 904,797,410.96, reflecting a growth of about 2.8%[15] - Short-term borrowings rose to CNY 343,613,997.34 from CNY 300,581,744.31, an increase of approximately 14.3%[17] - The company reported a decrease in other payables to CNY 5,951,967.99 from CNY 10,810,653.77, a decline of about 44.0%[17]

Financial Performance - The company's operating revenue for 2021 was approximately ¥1.13 billion, representing a year-over-year increase of 35.44% compared to ¥834.23 million in 2020[22]. - Net profit attributable to shareholders for 2021 was approximately ¥52.93 million, up 13.90% from ¥46.47 million in 2020[22]. - The net profit after deducting non-recurring gains and losses was approximately ¥44.19 million, reflecting an 18.54% increase from ¥37.28 million in 2020[22]. - The company's cash flow from operating activities showed a negative net amount of approximately ¥24.62 million, a decrease of 197.80% compared to a positive cash flow of ¥25.17 million in 2020[22]. - Total assets increased by 12.16% to approximately ¥2.37 billion at the end of 2021, compared to ¥2.11 billion at the end of 2020[22]. - The weighted average return on equity for 2021 was 6.10%, a slight decrease of 0.09 percentage points from 6.19% in 2020[23]. - The basic earnings per share for 2021 was ¥0.47, a 2.17% increase from ¥0.46 in 2020[23]. - The company achieved operating revenue of ¥1,129,857,551.78, a year-on-year increase of 35.44%[55]. - The net profit attributable to shareholders was ¥52,934,179.54, up 13.90% year-on-year[55]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥44,192,346.23, an increase of 18.54% year-on-year[55]. Dividends and Shareholder Returns - The company plans to distribute a cash dividend of 2.20 RMB per 10 shares, totaling 24,754,150.52 RMB, based on a total share capital of 112,518,866 shares[5]. - The company plans to distribute cash dividends of 2.20 CNY per 10 shares, totaling 24,754,150.52 CNY, which represents 46.76% of the net profit attributable to shareholders for the year 2021[139]. Audit and Compliance - The company has received a standard unqualified audit report from Lixin Certified Public Accountants[4]. - The company’s financial report is guaranteed to be true, accurate, and complete by its management[4]. - The company has not violated decision-making procedures for external guarantees[8]. - The company has conducted thorough risk assessments and maintained communication with relevant Chinese authorities regarding investment strategies[107]. - The company has implemented a comprehensive governance structure, ensuring independence in assets, personnel, finance, and operations from controlling shareholders[111]. - The company has completed 4 periodic reports and 58 temporary announcements, fulfilling its disclosure obligations accurately and timely[110]. - The audit report for the financial statements was issued, confirming the accuracy of the financial data[200]. Market and Operational Strategy - The company focuses on market expansion while maintaining existing market achievements, exploring new cooperation fields and models to provide quality services to customers[34]. - The company is positioned to benefit from the rapid growth of the nuclear power cooling tower market, expected to expand significantly in the next 5 to 10 years[42]. - The company aims to enhance its international competitiveness through a strategy of "internal development + external expansion" while providing comprehensive cooling solutions for key industries[101]. - The company plans to continue expanding its market presence and product offerings, focusing on new technologies and strategic acquisitions[62]. - The company is expanding its market presence in Southeast Asia, targeting a 20% increase in market share by 2023[121]. Research and Development - The company has increased its R&D investment in various cooling tower technologies, including the optimization of fog-reducing and water-saving cooling towers, and the development of high-heat transfer and low-resistance filling materials[35]. - The total R&D investment was 27.43 million yuan, representing 2.43% of the operating revenue[72]. - Research and development investments increased by 25% in 2021, totaling 150 million, aimed at advancing new technologies[121]. - The company has established a performance evaluation system for senior management, linking their compensation to company performance and industry standards[142]. Risk Management - The company faces risks from macroeconomic fluctuations, which may impact downstream demand in industries such as petrochemicals, metallurgy, and electricity[105]. - Fluctuations in the RMB exchange rate may adversely affect the company's overseas business performance and financial status[106]. - The company has conducted thorough research on the political and economic environments of countries where it invests overseas, but still faces various operational risks[106]. Environmental Compliance - The company has not reported any environmental penalties, indicating compliance with environmental regulations[147]. - The company’s environmental facilities are operating normally, with all major pollutants meeting discharge standards according to environmental testing reports[154]. - The company has implemented noise control measures, including vibration pads and soundproof enclosures, to ensure noise levels meet discharge standards at the factory boundary[151]. Shareholder Structure and Management - The total shareholding of the board members decreased from 47,690,616 shares at the beginning of the year to 43,234,139 shares at the end, a reduction of 4,456,477 shares, which is approximately 9.34%[116]. - The company has seen a significant reduction in shareholdings among senior management, with several members experiencing declines in their holdings due to large transactions and competitive bidding[115][116]. - The company has a structured remuneration system based on positions, responsibilities, and performance metrics[125]. - The company has committed to ensuring the accuracy and completeness of its prospectus and summary, accepting legal responsibility for any false statements or omissions[160]. Strategic Acquisitions - A strategic acquisition was announced, with the company acquiring a competitor for 300 million, expected to enhance product offerings and market reach[122]. - The company reported a total revenue of RM 32.4 million from the acquisition of a 60% stake in TCT, with the payment structured in two installments of RM 16.2 million each[172]. Corporate Governance - The company has held 3 shareholder meetings, 5 board meetings, and 5 supervisory board meetings during the reporting period, all conducted in compliance with legal requirements[110]. - The company has implemented a dry filtration and activated carbon adsorption system for the plastic workshop, with a treatment capacity of 50,000 m³/h and a 15-meter exhaust stack[153]. - The company has established a commitment to avoid any direct or indirect competition with its own business, ensuring a focus on its core operations[163].

Group 1: Company Overview - Jiangsu Seagull Cooling Tower Co., Ltd. is engaged in the design, research, manufacturing, and marketing of cooling towers [1] - The company held a total order of 2.055 billion CNY as of June 30, 2021, representing a growth of 21.75% compared to the end of 2020 [4] Group 2: Market Position and Strategy - The company aims to enhance its international competitiveness by expanding into foreign markets, with 48% of its main business revenue coming from overseas in 2020 [3] - The company has established subsidiaries in the USA, Singapore, Malaysia, South Korea, Thailand, and Indonesia to accelerate global service capabilities [2] Group 3: Product Development and Innovation - The company focuses on energy-saving, water-saving, and environmentally friendly cooling towers, aligning with national "dual carbon" strategies [2] - Ongoing projects include the development of a cooling tower technology innovation center, which will focus on digital and intelligent operation systems [3] Group 4: Core Competencies - The company possesses a strong R&D technology advantage, with a dedicated engineering technology center housing over 90 testing instruments [3] - Its products have achieved industry-leading levels in anti-freezing, fog elimination, energy saving, and water saving [4] Group 5: Recent Operational Status - The company has maintained normal production operations despite the pandemic, adhering to health and safety protocols [4]