| 证券代码：603320 | 证券简称：迪贝电气 公告编号：2023-026 | | --- | --- | | 转债代码：113546 | 转债简称：迪贝转债 | 浙江迪贝电气股份有限公司 关于 2023 年上半年募集资金存放与实际使用情况的专项报告 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、募集资金基本情况 按照中国证券监督管理委员会（以下简称"中国证监会"）《关于核准浙江 迪贝电气股份有限公司公开发行可转换公司债券的批复》（证监许可[2019]1443 号），并经上海证券交易所同意，本公司向社会公开发行可转换公司债券 2,299,300 张，每张面值 100 元，按面值发行，募集资金总额为 22,993.00 万元, 扣除承销及保荐费用（含税）400.00 万元后实际收到的金额为人民币 22,593.00 万元，扣除各项发行费用（含税）5,231,993.00 元后，实际可用募集资金净额 为 224,698,007.00 元。上述募集资金到位情况业经信永中和会计师事务所（特 殊普通合伙）验证，并于 2019 年 ...

| 证券代码：603320 | 证券简称：迪贝电气 | 公告编号：2023-024 | | --- | --- | --- | | 转债代码：113546 | 转债简称：迪贝转债 | | 浙江迪贝电气股份有限公司 第五届董事会第六次会议决议公告 浙江迪贝电气股份有限公司（以下简称"公司"或"本公司"）于 2023 年 8 月 17 日以电子邮件及电话的方式向公司全体董事、监事及高级管理人员发出了召开第五 届董事会第六次会议的通知。2023 年 8 月 22 日下午 14 点，第五届董事会第六次 会议在公司会议室以现场加通讯方式召开。本次会议应到董事 7 名，实到董事 7 名，独立董事周洪发先生、俞俊利先生和朱狄敏先生以通讯方式参加。公司监事， 董秘兼财务总监丁家丰先生和副总经理王建鸿先生列席了会议。会议由董事长吴建 荣先生主持。会议的召集和召开程序符合《公司法》、《证券法》等有关法律、法规 和《公司章程》的规定。 二、会议审议的情况 经过充分审议，本次会议作出如下决议： 1. 审议通过《公司 2023 年半年度报告及摘要》。 表决结果：7 票同意，0 票反对，0 票弃权。 具体详见公司同日在上海证券交易所网站 ...

| 证券代码：603320 | 证券简称：迪贝电气 | 公告编号：2023-025 | | --- | --- | --- | | 转债代码：113546 | 转债简称：迪贝转债 | | 浙江迪贝电气股份有限公司 （2）公司2023年半年度报告的内容和格式符合中国证监会和上海证券交易所的相关 规定，所包含的信息从各个方面真实地反映出公司报告期的经营管理和财务状况等事 项，不存在任何虚假记载、误导性陈述或者重大遗漏； （3）公司监事会在提出本意见前，未发现参与2023年半年度报告编制和审议的人员 有违反内幕信息管理规定的行为。 第五届监事会第五次会议决议公告 本公司监事会及全体监事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、会议的召开 本次会议通知已于2023年8月17日发给浙江迪贝电气股份有限公司(以下简称"公 司"或"本公司")各监事，本次会议应到监事3名，实际出席3名。会议符合《公司法》、 《证券法》等有关法律、法规、规章以及《公司章程》的有关规定。 二、会议审议的情况 经过充分审议，本次会议作出如下决议： 1、审议通过《公司2023 ...

浙江迪贝电气股份有限公司独立董事 关于公司第五届董事会第六次会议相关事项的独立意见 2023 年 8 月 22 日 （本页无正文，为浙江迪贝电气股份有限公司独立董事关于公司第五届董事会 第六次会议相关事项的独立意见签字页） 独立董事 根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司 独立董事规则》等法律法规和《公司章程》等相关规定和要求，我们作为公司的 独立董事，对公司第五届董事会第六次会议审议的相关事项，发表独立意见如下： 一、关于拟注销控股子公司暨关联交易事项的独立意见 公司拟注销控股子公司的关联交易的发生遵循了公平、公正以及诚实守信等 原则，不会损害公司利益和其他非关联董事、非关联股东的利益，亦不会影响公 司的独立性，没有发现有侵害中小股东利益的行为和情况，符合中国证监会和上 海证券交易所的有关规定。本次注销睿齐贸易相关事项在公司董事会审批权限范 围内，无需提交公司股东大会审议。注销睿齐贸易有利于公司优化资源配置，降 低管理成本。基于上述原因，我们同意本次关联交易事项。 （以下无正文，为签字页） （本页无正文，为浙江迪贝电气股份有限公司独立董事关于公司第五届董事会 第六次会议相关事项的 ...

| 证券代码：603320 | 证券简称：迪贝电气 | 公告编号：2023-028 | | --- | --- | --- | | 转债代码：113546 | 转债简称：迪贝转债 | | 浙江迪贝电气股份有限公司 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。 重要内容提示： https://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 08 月 22 日(星期二) 至 08 月 28 日(星期 一)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 info@dibei.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。 浙江迪贝电气股份有限公司（以下简称"公司"）已于 2023 年 8 月 23 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 08 月 29 日 下午 14:00-1 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 199,893,927.57, a decrease of 27.07% compared to the same period last year[3] - Net profit attributable to shareholders was CNY 5,580,240.23, down 54.12% year-on-year[3] - Basic and diluted earnings per share were both CNY 0.04, reflecting a decrease of 55.56% compared to the previous year[3] - In Q1 2023, the company experienced a decrease in product sales by approximately 750,000 units, representing a decline of about 22%, which led to a revenue drop of 74.21 million RMB, a year-over-year decrease of 27.07%[10] - Total operating revenue for Q1 2023 was ¥199,893,927.57, a decrease of 27.0% compared to ¥274,104,997.03 in Q1 2022[16] - Net profit for Q1 2023 was ¥5,598,754.06, a decline of 53.7% from ¥12,114,065.87 in Q1 2022[17] - Operating profit for Q1 2023 was ¥7,258,928.78, down 50.3% from ¥14,588,298.94 in Q1 2022[16] Cash Flow and Liquidity - The net cash flow from operating activities increased by 131.44% to CNY 32,916,784.21, primarily due to increased interest income from time deposits and reduced tax payments[6] - Cash flow from operating activities for Q1 2023 was ¥32,916,784.21, an increase of 131.5% from ¥14,222,666.00 in Q1 2022[20] - The company's cash and cash equivalents increased to 363,338,886.30 RMB from 285,914,883.10 RMB year-over-year[11] - The total cash and cash equivalents at the end of the period reached $363,338,886.30, up from $269,369,571.19 year-over-year[21] - The net increase in cash and cash equivalents for the quarter was $78,424,003.20, compared to $53,384,493.68 in the same quarter last year[21] Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,274,780,942.23, an increase of 1.26% from the end of the previous year[4] - The total liabilities of the company as of March 31, 2023, were 474,942,232.83 RMB, up from 464,659,950.16 RMB at the end of 2022[13] - The company reported a total equity of 799,838,709.40 RMB as of March 31, 2023, compared to 794,239,955.34 RMB at the end of 2022[13] Operational Efficiency - The company experienced a significant decline in net profit due to reduced sales volume and increased depreciation from new fixed assets[6] - The company's net profit margin is under pressure due to increased fixed costs per unit as a result of reduced sales volume[10] - The company is focusing on improving operational efficiency and exploring new market opportunities to counteract the decline in sales[10] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 9,238[8] - Shareholders' equity attributable to the parent company was CNY 797,956,060.75, up 0.70% from the previous year-end[4] Non-Recurring Items - Non-recurring gains and losses amounted to CNY 593,791.61, with government subsidies and asset disposal contributing to this figure[5] Research and Development - Research and development expenses for Q1 2023 were ¥10,905,912.17, up 20.4% from ¥9,058,755.37 in Q1 2022[16] Other Financial Metrics - The weighted average return on net assets decreased by 0.84 percentage points to 0.70%[3] - The company's inventory increased to 167,114,429.47 RMB from 131,836,120.60 RMB year-over-year[11] - The accounts receivable decreased to 114,213,865.20 RMB from 162,691,240.86 RMB year-over-year[11] Accounting Standards - The company did not apply new accounting standards or interpretations for the current year[21]

Financial Performance - In 2022, the company's operating revenue was CNY 1,000,457,586.03, a decrease of 12.09% compared to CNY 1,138,090,441.42 in 2021[25]. - The net profit attributable to shareholders was CNY 34,197,689.19, down 56.50% from CNY 78,616,536.39 in the previous year[25]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 26,622,564.62, a decrease of 54.67% from CNY 58,728,644.50 in 2021[25]. - The company's basic earnings per share decreased by 56.67% to CNY 0.26 in 2022 compared to CNY 0.60 in 2021[26]. - The weighted average return on equity fell to 4.35% in 2022, down 6.13 percentage points from 10.48% in 2021[26]. - Total revenue for the year was CNY 1 billion, representing a 12.09% decline year-on-year[34]. - The net profit attributable to shareholders for Q4 2022 was CNY 1.55 million, a significant decline from previous quarters[28]. - The company achieved operating revenue of 1 billion CNY, a year-on-year decrease of 12.09%[35]. - Net profit attributable to shareholders was 34.2 million CNY, down 56.50% year-on-year; net profit after deducting non-recurring gains and losses was 26.6 million CNY, a decrease of 54.67%[35]. Cash Flow and Assets - The net cash flow from operating activities increased significantly to CNY 119,346,205.99, up 297.06% from CNY 30,057,515.60 in 2021[25]. - As of the end of 2022, the total assets were CNY 1,258,899,905.50, a slight decrease of 0.74% from CNY 1,268,264,779.79 at the end of 2021[25]. - The net assets attributable to shareholders increased to CNY 792,375,820.52, up 1.06% from CNY 784,043,579.49 at the end of 2021[25]. - The company's cash flow from operating activities was 119.3 million CNY, reflecting a significant increase of 297.06% year-on-year[36]. - Cash and cash equivalents increased to CNY 285,914,883.10, a 31.11% rise compared to CNY 218,064,431.61 from the previous year[67]. - The total current assets decreased slightly to RMB 789,698,458.27 from RMB 804,269,250.02 in the previous year, representing a decline of about 1.4%[193]. - The fixed assets rose to RMB 390,825,444.58 from RMB 253,861,643.77, marking an increase of around 53.8%[193]. Sales and Market Performance - The company sold 14.9 million compressor motors in 2022, a decrease of 6.76% compared to the previous year[34]. - Domestic refrigerator sales dropped by 12.6% to 75.58 million units in 2022[34]. - Global refrigerator production fell by 10.2% to 204.76 million units in 2022[34]. - The company anticipates a slight stable growth in market size in the long term despite the current downturn[34]. - The company plans to achieve sales of 15.2 million compressor motors and generate revenue of 1.005 billion yuan in 2023[80]. Research and Development - The company invested 44.6 million CNY in R&D, completing 15 new product development projects and obtaining 15 patent authorizations[35]. - The company’s R&D expenses were CNY 44.6 million, a slight decrease of 1.68% compared to the previous year[46]. - The company is focusing on enhancing the efficiency and energy-saving capabilities of compressor motors, with the COP of reciprocating refrigerator compressors improving from around 1.0 to over 2.0 in recent years[76]. - The company has established a strong professional R&D team to support new technology application and product development, which is crucial for maintaining competitive advantage[83]. Corporate Governance and Compliance - The audit report issued by the accounting firm was a standard unqualified opinion, ensuring the accuracy of the financial report[6]. - The company has implemented a robust corporate governance structure to ensure compliance with legal regulations and protect shareholder rights[86]. - The company held its annual general meeting on May 6, 2022, where several key resolutions were passed, including the approval of the 2021 financial statements and the 2022 financial budget[91]. - The company has maintained a consistent shareholding structure with no new shares issued during the reporting period[93]. - The company has not reported any significant risks or dissenting opinions from the supervisory board during the reporting period[113]. Social Responsibility and Environmental Impact - The company plans to donate 1 million CNY annually to local charities for five years, demonstrating its commitment to social responsibility[36]. - The company invested 360,000 yuan in environmental protection during the reporting period[129]. - The company reduced carbon emissions by 4,730 tons through measures such as using clean energy and developing new products[132]. - The new rooftop photovoltaic power generation project has a capacity of 4M, generating approximately 4 million kWh of electricity in 2022[133]. Future Outlook and Strategy - The company aims to enhance internal management and core competitiveness to ensure sustainable and healthy development amid economic challenges[80]. - The company will focus on high-end products and quality customers, particularly in the high-end variable frequency market, commercial market, and vehicle-mounted mobile refrigeration market[79]. - The company is considering strategic acquisitions to bolster its market position, with a budget of $50 million allocated for potential deals[95]. - The company is committed to becoming a global leader in compressor motors by optimizing its product structure and expanding its market share in high-end household and commercial refrigeration and heating equipment[79].

| 证券代码：603320 | 证券简称：迪贝电气 | 公告编号：2023-013 | | --- | --- | --- | | 转债代码：113546 | 转债简称：迪贝转债 | | 浙江迪贝电气股份有限公司 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个别及连带责任。 重要内容提示： 投资者可于 2023 年 04 月 13 日(星期四)至 04 月 19 日(星期 三)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 info@dibei.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。 浙江迪贝电气股份有限公司（以下简称"公司"）已于 2023 年 4 月 13 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 04 月 20 日下午 13:00-14:00 举行 2022 年度业绩说明会，就投资者关心的问 题进行交流。 会议召开时间：2023 年 04 ...

Financial Performance - The company's operating revenue for Q3 2022 was CNY 242,212,183.80, a decrease of 16.04% compared to the same period last year[5] - The net profit attributable to shareholders for Q3 2022 was CNY 9,384,017.47, down 33.44% year-on-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 7,273,307.91, a decline of 42.86% compared to the previous year[5] - The basic earnings per share for Q3 2022 was CNY 0.07, a decrease of 36.36% from the same period last year[6] - The net profit attributable to shareholders for the year-to-date was CNY 32,651,627.37, down 48.62% year-on-year[5] - Net profit for the first three quarters of 2022 was CNY 32,781,946.49, a decline of 48.6% from CNY 63,651,235.96 in the same period of 2021[24] - Earnings per share for the first three quarters of 2022 were CNY 0.25, compared to CNY 0.49 in the same period of 2021[25] Assets and Liabilities - The total assets at the end of the reporting period were CNY 1,235,184,387.20, a decrease of 2.61% from the end of the previous year[6] - Total assets as of September 30, 2022, are ¥1,235,184,387.20, down from ¥1,268,264,779.79 at the end of 2021[18] - Total liabilities as of the end of the third quarter of 2022 amounted to CNY 442,473,734.70, a decrease from CNY 482,470,807.43 at the end of the previous year[19] - Total current liabilities decreased to ¥200,972,946.15 from ¥249,324,979.05 year-over-year[18] - The company reported a decrease in total non-current assets to ¥461,544,538.78 from ¥463,995,529.77[18] Cash Flow - The net cash flow from operating activities for the year-to-date was CNY 88,240,535.88, reflecting an increase due to higher cash receipts from customers[10] - Operating cash inflow for the first three quarters of 2022 was CNY 474,416,484.67, an increase of 15.7% compared to CNY 409,898,998.28 in the same period of 2021[27] - Net cash flow from operating activities reached CNY 88,240,535.88, a significant increase from CNY 3,138,386.32 in the previous year[27] - Cash inflow from investment activities totaled CNY 72,509,090.07, down 58.7% from CNY 175,475,721.47 in the first three quarters of 2021[28] - Net cash flow from investment activities was CNY 13,679,080.56, recovering from a negative CNY 100,095,153.94 in the same period last year[28] - Total cash and cash equivalents at the end of the period stood at CNY 292,649,416.38, up from CNY 202,635,015.46 at the end of the previous year[28] - The net increase in cash and cash equivalents for the period was CNY 76,664,338.87, a recovery from a decrease of CNY 110,031,776.76 in the same period last year[28] Shareholder Information - Total number of common shareholders at the end of the reporting period is 10,111[13] - The largest shareholder, Dibe Holdings Co., Ltd., holds 62,176,109 shares, accounting for 47.82% of total shares[13] Costs and Expenses - The company experienced increased fixed asset depreciation and rising energy costs, contributing to the decline in profits[10] - Total operating costs for the first three quarters of 2022 were CNY 744,312,465.17, down 4.4% from CNY 778,686,609.84 in the previous year[23] - Research and development expenses for the first three quarters of 2022 were CNY 30,409,922.88, slightly down from CNY 31,037,792.30 in the same period of 2021[23] - The company reported a decrease in financial expenses to CNY 5,156,718.94 from CNY 5,654,747.19 in the previous year[23] - Deferred income tax liabilities were CNY 5,273,476.90, showing a slight decrease from CNY 5,282,050.90 in the previous year[19] Other Information - The company has no significant new product launches or technological developments mentioned in the report[15] - The company reported non-recurring gains of CNY 2,110,709.56 for the year-to-date, down from CNY 6,932,789.12 in the previous year[9] - Cash outflow for purchasing fixed assets and intangible assets was CNY 33,930,009.51, a decrease of 64.0% compared to CNY 94,250,875.41 in the previous year[28] - The company reported a significant increase in tax refunds received, amounting to CNY 26,058,045.04, compared to CNY 3,719,663.25 in the same period of 2021[27]

Financial Performance - The company's operating revenue for the first half of 2022 was ¥531,639,544.28, a decrease of 5.19% compared to ¥560,748,167.78 in the same period last year[16]. - The net profit attributable to shareholders for the first half of 2022 was ¥23,267,609.90, down 52.95% from ¥49,450,540.68 in the previous year[16]. - The basic earnings per share for the first half of 2022 was ¥0.18, a decrease of 52.63% from ¥0.38 in the same period last year[17]. - The weighted average return on equity decreased to 2.94%, down 3.73 percentage points from 6.67% in the previous year[17]. - The company achieved operating revenue of 53.164 million, a decrease of 5.19% compared to the same period last year, primarily due to a 5.55% decline in motor sales[26]. - The net profit attributable to shareholders was 2.327 million, down 52.59% year-on-year, as the previous year included a one-time gain of 1.319 million from asset disposal[27]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was 1.845 million, a decrease of 49.68% year-on-year, impacted by rising raw material costs and increased operational expenses[27]. - The company reported a significant increase in contract liabilities by 313.08% to ¥1,266,223.04, compared to ¥306,534.13 in the previous year[31]. - The company reported a total guarantee amount of 1,600,000.00 RMB, which accounts for 0.20% of the company's net assets[59]. Cash Flow and Liquidity - The net cash flow from operating activities increased significantly to ¥49,814,238.37, a rise of 211.48% compared to ¥15,992,926.85 in the same period last year[16]. - The cash flow from operating activities was 49.81 million, an increase of 211.48% compared to the same period last year[27]. - Cash and cash equivalents increased by 27.69% to ¥278,451,041.13, compared to ¥218,064,431.61 at the end of the previous year[31]. - The total cash inflow from operating activities was CNY 298,899,667.91, up from CNY 232,815,481.93 in the first half of 2021, marking a 28.3% increase[99]. - The cash outflow for operating activities was CNY 247,602,917.42, compared to CNY 218,635,669.75 in the previous year, indicating a 13.3% increase in operational costs[99]. - The company reported a cash flow from financing activities of CNY -26,028,813.72, which is a decline from CNY -13,030,950.08 in the first half of 2021, indicating increased financial obligations[100]. Assets and Liabilities - The total assets at the end of the reporting period were ¥1,248,799,174.88, a decrease of 1.53% from ¥1,268,264,779.79 at the end of the previous year[16]. - The total current liabilities decreased to 227,211,491.13 CNY from 249,324,979.05 CNY, indicating a reduction of about 8.9%[81]. - Total liabilities decreased to CNY 465,538,197.83 from CNY 482,470,807.43, a reduction of 3.4%[84]. - The total equity attributable to shareholders decreased to CNY 781,402,840.53 from CNY 784,043,579.49, a decline of 0.3%[84]. - The total equity at the end of the current period is reported at approximately ¥783.26 billion, reflecting a minor change from the previous figures[105]. Research and Development - The company holds 68 authorized patents, including 10 invention patents, and invested 18.74 million in research and development during the reporting period[24]. - Research and development expenses decreased slightly by 1.15% to ¥18,743,085.24, indicating stable investment in innovation[29]. - Research and development expenses for the first half of 2022 were CNY 17.62 million, slightly up from CNY 17.48 million in the same period of 2021, showing an increase of about 0.8%[92]. Market Position and Strategy - The company has a strong market position as a leading supplier of compressor motors, with a comprehensive product range covering household, commercial, and automotive applications[22]. - The company is transitioning from a single motor supplier to a system solution provider by developing motor drive controllers[24]. - The company maintains long-term strategic partnerships with well-known compressor manufacturers, enhancing its market presence[25]. - The overall industry faced challenges with a 9% decline in the production of fully enclosed piston compressors in the first half of 2022[26]. - The company plans to focus on new product development and market expansion strategies in the upcoming quarters[88]. Environmental and Compliance - The company implemented a rooftop photovoltaic power generation project with a capacity of 4 MW, generating approximately 1.96 million kWh of solar power in the first half of 2022, reducing carbon emissions by 1,709.24 tons[48]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[46]. - The company is committed to environmental protection and has achieved compliance with various environmental laws and regulations[46]. Shareholder Information - The total number of shares before the recent change was 130,010,167, and after the change, it increased to 130,017,736, reflecting an increase of 7,569 shares[61]. - The largest shareholder, Dibay Holdings Limited, holds 62,176,109 shares, representing 47.82% of the total shares[65]. - The second-largest shareholder, Wu Chuzheng, holds 21,447,423 shares, accounting for 16.50% of the total shares[65]. - The company distributed dividends totaling CNY 26,028,813.72, compared to CNY 13,030,950.08 in the same period last year, reflecting a 100% increase in dividend payouts[100]. Governance and Compliance - The company has established a comprehensive governance structure, including a shareholders' meeting, board of directors, and supervisory board, along with various functional departments[115]. - The company has not reported any changes in the actual controller or major shareholders during the reporting period[67]. - There were no significant lawsuits or arbitration matters during the reporting period[55]. - The company has not engaged in any non-operating fund occupation by controlling shareholders or related parties[54]. Accounting Policies - The financial statements are prepared based on the enterprise accounting standards, reflecting the company's financial position, operating results, and cash flows accurately[119]. - The company includes all controlled subsidiaries in its consolidated financial statements, ensuring that all significant internal transactions and unrealized profits are eliminated[125]. - The company recognizes interest income using the effective interest method, with specific conditions for credit-impaired financial assets affecting the calculation[136].