证券代码：603728 证券简称：鸣志电器 公告编号：2023-052 上海鸣志电器股份有限公司 股票交易异常波动暨风险提示公告 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： 一、股票交易异常波动的具体情况 截至 2023 年 8 月 31 日上海证券交易所交易收盘，公司股票交易于 2023 年 8 月 29 日、8 月 30 日、8 月 31 日连续三个交易日内日收盘价格涨幅偏离值累计 超过 20%，根据《上海证券交易所交易规则》的有关规定，属于股票交易异常波 动情况。 二、公司关注并核实的相关情况 上海鸣志电器股份有限公司（以下简称"公司"）股票于 2023 年 8 月 29 日、 8 月 30 日、8 月 31 日连续三个交易日内日收盘价格涨幅偏离值累计超过 20%，根据《上海证券交易所交易规则》的有关规定，属于股票交易异常波 动的情况。 经公司自查，并向公司控股股东及实际控制人发函询证，截至本公告披露日， 除公司已披露事项外，公司、公司控股股东、实际控制人均不存在涉及公司 的应披露而未披露的重大 ...

Financial Performance - The company reported a semi-annual revenue of 1.2 billion CNY, representing a year-on-year increase of 15%[1]. - The net profit for the first half of 2023 was 150 million CNY, up 20% compared to the same period last year[1]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the first half of 2023, representing a year-over-year growth of 15%[12]. - The company has provided a positive outlook for the second half of 2023, projecting a revenue growth of 10% to 15% based on current market trends and demand[12]. - The company's operating revenue for the first half of 2023 was ¥1,306,027,494.36, representing a 3.02% increase compared to ¥1,267,696,471.68 in the same period last year[18]. - The net profit attributable to shareholders for the first half of 2023 was ¥53,285,272.43, a decrease of 24.35% from ¥70,433,123.22 in the previous year[18]. - The gross margin for the first half of 2023 improved to 35%, up from 32% in the same period last year[12]. - The company reported a total comprehensive income of CNY 73,306,502.24, down from CNY 83,009,948.62 in the previous year[118]. User Growth and Market Expansion - User data indicates a growth in active users by 25%, reaching 500,000 users by the end of June 2023[1]. - User data indicates a growing customer base, with an increase of 20% in active users compared to the previous year, reaching 500,000 active users[12]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by 2025[1]. - The company is expanding its market presence in Europe, targeting a 30% increase in sales in that region by the end of 2023[12]. - A strategic acquisition of a local competitor is anticipated to be finalized by Q4 2023, which is expected to increase market share by 5%[12]. Research and Development - The company has allocated 100 million CNY for research and development in advanced automation technologies for 2023[1]. - The company is investing 50 million RMB in R&D for innovative technologies, focusing on smart automation solutions[12]. - The company invested RMB 123.17 million in R&D, an increase of 16.21% year-on-year, with an R&D expense ratio of 9.43%[38]. - The company is investing heavily in R&D, with a budget increase of 25% for new technology development[142]. Product Development - New product development includes the launch of a smart control system, expected to generate an additional 200 million CNY in revenue in the next fiscal year[1]. - New product development includes the launch of a high-efficiency servo motor, expected to enhance performance and reduce energy consumption by 25%[11]. - The introduction of a new LED intelligent lighting system is expected to capture a significant share of the market, with projected sales of 200 million RMB in the next fiscal year[12]. - New product launches are expected to contribute an additional 5% to overall revenue in the upcoming quarters[141]. Financial Management and Transparency - The management has emphasized a commitment to maintaining financial transparency and accuracy in reporting[1]. - The company has no plans for profit distribution or capital increase during this reporting period[1]. - No non-operational fund occupation by controlling shareholders or related parties was reported[1]. - The company has maintained compliance with environmental standards, with no exceedances in pollutant discharge reported during the reporting period[73]. Operational Efficiency - The company plans to enhance its supply chain efficiency, aiming for a 15% reduction in operational costs by the end of 2023[12]. - The company has established a robust supply chain management system, ensuring real-time procurement based on product configuration[31]. - The company has established a comprehensive and competitive technology R&D system, focusing on basic research, key core technology research, and application technology innovation[31]. Risks and Challenges - The company faces significant risks from international trade tensions, particularly due to high export volumes to the US and EU, which could adversely affect international business development[57]. - Legal compliance risks are heightened due to complex regulations in various countries where the company operates, necessitating improved management capabilities to mitigate these risks[58]. - The company has experienced a substantial increase in production costs due to rising raw material prices, which could negatively impact cost control if price volatility continues[59]. - Currency exchange rate fluctuations pose a risk, with potential losses from foreign exchange assets if the RMB continues to appreciate against other currencies[60]. Environmental Responsibility - The company has established strict environmental operational standards to monitor and reduce pollutant emissions[73]. - The company actively integrates green development concepts into production processes, focusing on energy conservation and pollution prevention[79]. - The new manufacturing base in Taicang is equipped with VOCs pollution control facilities, adhering to national pollution prevention policies[79]. - The company is committed to reducing carbon emissions by utilizing clean energy sources and improving manufacturing processes[80]. Shareholder Information - The total number of ordinary shareholders as of the end of the reporting period is 18,098[103]. - The largest shareholder, Shanghai Mingzhi Investment Management Co., Ltd., holds 56.08% of the shares, totaling 235,560,000 shares[104]. - New Eternal Company reduced its holdings by 3,801,300 shares during the reporting period, now holding 7.03% of the shares[104]. - The company has no significant changes in share capital structure during the reporting period[101]. Financial Reporting and Compliance - The financial statements are prepared based on the continuous operation assumption and comply with accounting standards[136]. - The company has not reported any changes in the scope of consolidation for its financial statements[133]. - The company recognizes impairment losses for contract assets based on the entire expected life, with a specific loss rate of 5.00% during the warranty period[164]. - The company emphasizes the importance of fair value measurement for financial assets and liabilities in its financial statements[166].

上海鸣志电器股份有限公司 2023 年半年度募集资金存放和实际使用情况的专项报告 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个别及连带责任。 根据中国证券监督管理委员会（以下简称"中国证监会"）《上市公司监管指 引第 2 号——上市公司募集资金管理和使用的监管要求》、《上海证券交易所股票 上市规则》、《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等相 关法律、法规和规范性文件的规定，现将上海鸣志电器股份有限公司（以下简称 "公司"）截至 2023 年 6 月 30 日募集资金存放和实际使用具体情况专项说明如 下： 一、 募集资金基本情况 (一) 募集资金到位情况 经中国证监会《关于核准上海鸣志电器股份有限公司首次公开发行股票的批 复》（证监许可［2017］471 号）核准，公司向社会公开发行人民币普通股（A 股） 8,000 万股，每股面值为人民币 1.00 元，发行价格为人民币 11.23 元/股，募集资金 总额为人民币 898,400,000.00 元，扣除发行费用人民币 105,610,000.00 元后，本次 ...

经全体与会监事审议，会议通过如下决议： 一、审议通过《关于审议<上海鸣志电器股份有限公司 2023 年半年度报告>及 其摘要的议案》 经审核，监事会认为：公司《2023 年半年度报告》及其摘要的编制和审议程 序符合法律、法规、公司章程和公司管理制度的各项规定，报告内容从各个方面 真实、准确、完整地反映了公司本报告期内的经营管理和财务运营的实际情况， 不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容详见公司同日于指定信息披露媒体披露的《上海鸣志电器股份有限 公司 2023 年半年度报告》、《上海鸣志电器股份有限公司 2023 年半年度报告摘 要》。 证券代码：603728 证券简称：鸣志电器 公告编号：2023-049 上海鸣志电器股份有限公司 第四届监事会第十三次会议决议 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个别及连带责任。 上海鸣志电器股份有限公司（以下简称"公司"）第四届监事会第十三次会 议于 2023 年 8 月 25 日以现场会议方式召开。会议通知于 2023 年 8 月 18 日以 电子邮件方式向全体监事发出， ...

证券代码：603728 证券简称：鸣志电器 公告编号：2023-048 表决结果：通过。 二、 审议通过《关于审议<上海鸣志电器股份有限公司 2023 年半年度募集资金 存放和实际使用情况专项报告>的议案》 公司独立董事对本议案发表独立意见，认为：公司 2023 年上半年的募集资 金存放与使用情况符合法律、法规和公司《募集资金管理制度》等相关规定，公 司对募集资金进行了专户存储和专项使用，不存在违规存放与使用募集资金的情 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。 上海鸣志电器股份有限公司（以下简称"公司"）第四届董事会第十三次会 议于 2023 年 08 月 25 日以现场和通讯相结合的方式召开，会议通知于 2023 年 8 月 18 日以电子邮件方式向全体董事发出。会议应出席董事 9 名，实际出席董事 9 名。会议由董事长常建鸣先生主持。会议的召开符合《中华人民共和国公司法》 等法律、行政法规、规范性文件及《上海鸣志电器股份有限公司章程》的规定。 经全体与会董事审议，会议通过如下决议： 一、 审议通过《关于审议< ...

证券代码：603728 证券简称：鸣志电器 公告编号：2023-051 上海鸣志电器股份有限公司 关于召开 2023 年半年度网上业绩说明会的公告 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。 本次投资者说明会以网络互动方式召开，公司将针对 2023 年半年度的经营 成果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范 围内就投资者普遍关注的问题进行回答。 二、 说明会召开的时间、地点 会议召开时间：2023 年 9 月 5 日（星期二）上午 10:00—11:00 会议召开地点：上海证券报•中国证券网路演中心（https://roadshow.cnstock.com/） 会议召开方式：网络互动 投资者可于 2023 年 9 月 1 日（星期五）16:00 前将相关问题通过电子邮件的 形式发送至公司投资者关系邮箱：dm@moons.com.cn。公司将会在网上业绩说 明会上对投资者普遍关注的问题进行回答。 重要内容提示： 1. 会议召开时间：2023 年 9 月 5 日（星期二）上午 10:00－11 ...

Financial Performance - The total revenue for Q1 2023 was CNY 649,631,103.96, representing a decrease of 3.87% compared to the same period last year[4] - The net profit attributable to shareholders was CNY 32,488,480.06, down 16.95% year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 29,325,215.73, a decline of 24.39% compared to the previous year[4] - The basic earnings per share for the period was CNY 0.0778, reflecting a decrease of 17.23%[4] - The diluted earnings per share was CNY 0.0770, down 17.29% year-on-year[4] - Total operating revenue for Q1 2023 was RMB 649.63 million, a decrease of 3.3% from RMB 675.76 million in Q1 2022[15] - Net profit for Q1 2023 was RMB 32.68 million, a decrease of 17.0% compared to RMB 39.34 million in Q1 2022[16] - The total comprehensive income for Q1 2023 was RMB 29.76 million, down from RMB 36.89 million in the same quarter last year, a decline of 19.2%[16] Assets and Liabilities - Total assets at the end of the reporting period were CNY 3,904,365,675.18, an increase of 1.00% from the end of the previous year[4] - Shareholders' equity attributable to the parent company was CNY 2,742,517,470.24, up 1.16% from the end of the previous year[4] - The total liabilities of the company as of March 31, 2023, were RMB 1,156,077,084.38, compared to RMB 1,148,793,262.10 at the end of 2022, reflecting a slight increase of about 0.3%[14] - The company's total liabilities increased to CNY 623,862,043.41 as of March 31, 2023, compared to CNY 453,123,630.10 at the end of 2022, marking an increase of approximately 37.67%[21] - The total equity of the company as of March 31, 2023, was CNY 1,807,828,345.22, slightly down from CNY 1,811,328,071.54 at the end of 2022[22] Cash Flow - The net cash flow from operating activities was CNY 16,266,917.27, with significant improvement in customer collections during the reporting period[8] - Cash flow from operating activities generated RMB 16.27 million, a significant improvement from a negative cash flow of RMB -60.54 million in Q1 2022[18] - The net cash flow from investment activities was CNY 166,712,562.16, a significant turnaround from a negative cash flow of CNY 57,024,857.99 in the previous period[19] - The company reported a net cash flow from financing activities of CNY 4,287,194.38, a decrease from CNY 127,667,217.30 in the previous period[19] Expenses and Costs - Total operating costs decreased slightly to RMB 626.02 million from RMB 627.45 million, resulting in an operating profit of RMB 35.60 million, down 26.4% from RMB 48.29 million[15] - Research and development expenses increased to RMB 61.39 million, up 16.5% from RMB 52.72 million in the same period last year[15] - Tax expenses rose to RMB 4.75 million, compared to RMB 3.59 million in the previous year, reflecting a 32.2% increase[15] - The company incurred financial expenses of ¥3,055,460.55 in Q1 2023, up from ¥1,895,733.41 in Q1 2022, indicating a rise of 61.1%[23] Inventory and Receivables - Accounts receivable decreased to RMB 543,149,301.84 from RMB 702,902,596.28, representing a decline of about 22.7%[12][13] - The company's accounts receivable decreased to CNY 343,784,127.14 from CNY 407,705,074.68, showing a decline of approximately 15.67%[20] - Inventory levels slightly increased to RMB 754,305,214.22 from RMB 748,282,370.29, showing a marginal rise of approximately 0.03%[12][13] - The inventory level increased to CNY 20,357,006.02 from CNY 15,947,394.95, reflecting an increase of approximately 27.66%[20] Cash and Cash Equivalents - The company's cash and cash equivalents reached RMB 744,706,695.03, up from RMB 560,388,342.40, indicating a significant increase of approximately 32.7% year-over-year[12][13] - The company's cash and cash equivalents at the end of Q1 2023 amounted to CNY 740,759,576.88, compared to CNY 619,902,749.88 at the end of 2022, reflecting a net increase of CNY 183,616,253.88[22] - The net increase in cash and cash equivalents for the quarter was CNY 183,616,253.88, compared to a much lower increase of CNY 7,822,439.55 in the same period last year[19]

Financial Performance - The net profit attributable to shareholders for 2022 was ¥247,243,220.74, with cumulative distributable profits amounting to ¥528,540,890.41 as of December 31, 2022[3]. - The proposed cash dividend is ¥0.7 per 10 shares, totaling ¥29,404,410, which represents 11.89% of the net profit attributable to shareholders for 2022[3]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB in 2022, representing a year-over-year growth of 15%[11]. - The company's operating revenue for 2022 was CNY 2,959,962,383.90, representing a 9.05% increase compared to CNY 2,714,222,188.78 in 2021[18]. - The net profit attributable to shareholders for 2022 was CNY 247,243,220.74, a decrease of 11.58% from CNY 279,637,153.56 in 2021[18]. - The net cash flow from operating activities in 2022 was CNY 8,473,858.82, down 96.20% from CNY 223,021,998.74 in 2021[18]. - The basic earnings per share for 2022 were CNY 0.5932, a decrease of 11.62% from CNY 0.6712 in 2021[19]. - The weighted average return on equity for 2022 was 9.60%, down 2.5 percentage points from 12.10% in 2021[19]. Risk Management - The company has not faced any significant risks that could materially impact its operations during the reporting period[4]. - The company emphasizes the importance of risk awareness for investors regarding forward-looking statements in the report[4]. - The company has detailed various risks and countermeasures in the report, ensuring transparency in its operational challenges[4]. - The company faces risks from international trade tensions, particularly due to high export volumes to the US and EU, which could impact international business development[126]. - Rising raw material costs have significantly increased production costs, necessitating enhanced cost control and supplier negotiations[128]. - The company is actively managing foreign exchange risks, particularly due to significant exposure to non-RMB currencies, primarily USD[129]. - There is a risk of core R&D personnel turnover, which could impact the company's technological capabilities in motion control products[131]. Corporate Governance - The audit report issued by Zhonghua Certified Public Accountants was a standard unqualified opinion[4]. - The company maintains a commitment to the accuracy and completeness of the annual report, with all board members present at the meeting[4]. - The company has a well-structured governance system that ensures the protection of shareholder rights, particularly for minority shareholders, and complies with relevant regulations[136]. - The board of directors consists of 9 members, including 3 independent directors with expertise in accounting and legal fields, meeting governance requirements[139]. - The supervisory board has 3 members, including 2 shareholder representatives and 1 employee representative, ensuring compliance with legal regulations[140]. - The company has established a robust mechanism for managing related party transactions, ensuring fair pricing and compliance with decision-making procedures[142]. - The company has implemented strict information disclosure practices, ensuring transparency and compliance with legal obligations[143]. - The company has a strong commitment to corporate governance, with no reported violations or penalties during the reporting period[197]. Research and Development - The company has invested 100 million RMB in R&D for new technologies, focusing on servo systems and intelligent lighting solutions[10]. - The company is actively involved in research and development, particularly in new technologies related to stepper motors[148]. - The total R&D expenditure was 218.43 million yuan, which is 7.38% of the total revenue, with a year-on-year increase of 17.27%[89][91]. - The company has established a strong market position in the hybrid stepper motor sector, breaking the monopoly previously held by Japanese firms[109]. - The company is focused on becoming a comprehensive provider in the information and automation application fields, enhancing its product offerings in precision control motors and integrated modular products[35]. Market Expansion - The company is expanding its market presence in Europe, with plans to increase sales by 30% in the region over the next year[11]. - The company has set a future outlook with a revenue target of 1.5 billion RMB for 2023, indicating an expected growth rate of 25%[11]. - The company is actively exploring potential acquisition opportunities to enhance its market position and product offerings[193]. - The company plans to enhance its product lines in brushless motors and hollow cup motors, targeting sectors such as AI, high-end medical devices, and industrial automation[120]. - The company is focused on expanding its market presence and enhancing its product offerings through new technology development[148]. Environmental Responsibility - The company has complied with environmental regulations, with all pollutant emissions meeting the required standards[180]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[180]. - The company has implemented measures to reduce carbon emissions, including the use of energy-efficient transformers and LED lighting, aiming to enhance energy utilization efficiency[185]. - The company plans to install a solar photovoltaic power station on the roof of its new headquarters to further improve energy efficiency[185]. - The company has reported a nitrogen oxide emission concentration of 200 mg/m3, which is below the regulatory limit of 3 mg/m3[182]. Employee and Management - The company has a total of 3,340 employees, with 277 in the parent company and 3,063 in major subsidiaries[162]. - The employee composition includes 1,453 production personnel, 450 sales personnel, and 915 technical personnel[162]. - The company has implemented a differentiated compensation system to ensure competitiveness and internal fairness, with a focus on key positions and performance[164]. - The management team has been stable, with key figures serving in their roles for over a decade, contributing to consistent leadership[150]. - The company has established a transparent performance evaluation and incentive mechanism for senior management, with annual performance assessments conducted by the remuneration and assessment committee[175].

证券代码：603728 证券简称：鸣志电器 公告编号：2023-026 上海鸣志电器股份有限公司 关于召开 2022 年度网上业绩说明会的公告 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： 上海鸣志电器股份有限公司（以下简称"公司"）于 2023 年 4 月 27 日召开 了公司第四届董事会第十一次会议，审议通过了公司《关于审议<2022 年度利润 分配预案>的议案》，2023 年 4 月 29 日公司于指定信息披露媒体披露了《关于 2022 年度利润分配预案的公告》（公告编号：2023-015）。为便于广大投资者更 加全面、深入地了解公司情况，公司计划于 2023 年 5 月 12 日（星期五）上午 10:00—11:00 召开 2022 年度网上业绩说明会，就投资者关心的公司经营业绩、 利润分配方案、发展规划等事项与广大投资者进行充分交流。 一、 说明会类型 本次投资者说明会以网络互动方式召开，公司将针对 2022 年度的经营成果 及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范围 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥856,725,498.38, representing a year-on-year increase of 20.28%[4] - The net profit attributable to shareholders for Q3 2022 was ¥89,558,559.37, up 19.88% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥88,820,800.39, reflecting a 26.50% increase year-on-year[4] - The basic earnings per share for Q3 2022 was ¥0.2151, an increase of 19.77% compared to the same period last year[4] - For the first three quarters, the total revenue reached 2.124 billion RMB, up 5.98% compared to the same period last year, driven by rapid growth in general automation and drive control system businesses[11] - The net profit attributable to shareholders in Q3 2022 was 89.56 million RMB, an increase of 19.88% year-on-year[11] - Cumulative net profit for the first three quarters was 159.99 million RMB, improving from a 45.36% decline in the first half to a 21.45% decline year-on-year by the end of the reporting period[11] Assets and Liabilities - The total assets at the end of Q3 2022 amounted to ¥3,762,597,717.95, which is a 15.50% increase from the end of the previous year[4] - The company's equity attributable to shareholders increased by 7.43% to ¥2,622,866,327.67 compared to the end of the previous year[4] - As of September 30, 2022, total assets amounted to approximately 3.763 billion RMB, an increase from 3.258 billion RMB at the end of 2021[15] - Current assets totaled approximately 2.336 billion RMB, up from 1.958 billion RMB at the end of 2021[14] - The total liabilities increased to ¥1,134,932,695.87, compared to ¥812,509,243.05 in the same period last year, reflecting a significant rise[16] - The total equity attributable to shareholders of the parent company rose to ¥2,622,866,327.67 from ¥2,441,392,500.22 in the previous year[16] Cash Flow - The net cash flow from operating activities for the year-to-date was -¥35,008,629.30, showing a significant decline of 136.75% compared to the previous year[7] - The operating cash flow for Q3 was positive at 41.37 million RMB, showing significant improvement compared to the first half of the year[11] - The cash inflow from financing activities in the first three quarters of 2022 was CNY 316.21 million, significantly higher than CNY 43.14 million in 2021[22] - The net cash flow from financing activities for the first three quarters of 2022 was CNY 255.76 million, compared to a negative CNY 53.04 million in 2021[22] - The cash and cash equivalents at the end of Q3 2022 amounted to CNY 687.25 million, an increase from CNY 585.18 million at the end of Q3 2021[22] Costs and Expenses - Total operating costs for the same period were ¥1,927,021,503.39, up 7.74% from ¥1,789,007,738.37 in 2021[17] - Research and development expenses for the first three quarters were ¥166,314,055.88, an increase from ¥137,125,452.73 in the same period last year[17] - The company reported a financial expense of -¥22,651,020.73, compared to ¥12,118,925.98 in the previous year, indicating a significant change in financial costs[17] Inventory and Borrowings - The company reported a significant increase in inventory, which reached approximately 765.39 million RMB, up from 577.83 million RMB at the end of 2021[14] - Short-term borrowings increased significantly to approximately 332.30 million RMB, compared to 19.50 million RMB at the end of 2021[15] Tax and Employee Compensation - The company received CNY 68.56 million in tax refunds in the first three quarters of 2022, up from CNY 32.30 million in the same period of 2021[21] - The company paid CNY 556.99 million in employee compensation in the first three quarters of 2022, an increase from CNY 522.38 million in 2021[21]