深圳价值在线信息科技股份有限公司 关于 华荣科技股份有限公司 2023 年限制性股票激励计划（草案） 之 独立财务顾问报告 二〇二三年九月 | 第一章 释 | 义 1 | | | --- | --- | --- | | 第二章 声 | 明 3 | | | 第三章 基本假设 | 4 | | | 第四章 | 本次激励计划的主要内容 5 | | | 一、激励方式及股票来源 | 5 | | | 二、股权激励计划拟授出的权益数量 | 5 | | | 三、激励对象的范围及分配情况 | | 6 | | 四、本次激励计划的有效期、授予日、限售期、解除限售安排和禁售期 | 7 | | | 五、限制性股票的授予价格及其确定方法 | 10 | | | 六、限制性股票的授予与解除限售条件 11 | | | | 七、本激励计划的其他内容 | 16 | | | 第五章 | 独立财务顾问意见 17 | | | 一、 | 对股权激励计划可行性的核查意见 17 | | | 二、 | 对本次激励计划授予价格定价方式的核查意见 21 | | | 三、 | 对公司实施股权激励计划的财务意见 21 | | | 四、 | 对公司绩效考核体系和考核办法的 ...

证券代码: 603855 华荣科技股份有限公司 2023 年限制性股票激励计划 (草案) 科技股份 t and the subject of 华荣科技股份有限公司 证券简称: 华荣股份 2023 年限制性股票激励计划(草案) 胆 明 本公司及全体董事、监事保证本激励计划及其摘要不存在虚假记载、误导性 陈述或重大遗漏,并对其真实性、准确性、完整性承担法律责任。 特别提示 一、本激励计划由华荣科技股份有限公司(以下简称"华荣股份"、"本公 司"或"公司"）依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股权激励管理办法》和其他有关法律、法规、规章和规范性文件,以及《华 荣科技股份有限公司章程》等有关规定制订。 二、本激励计划采取的激励工具为限制性股票。股票来源为公司从二级市场 回购的本公司人民币 A 股普通股股票。 三、本激励计划拟向激励对象授予限制性股票数量为 665.50 万股,约占本 激励计划草案公告时公司股本总额 33,755.90 万股的 1.97%。本激励计划为一次 性授予,无预留权益。 公司全部在有效期内的股权激励计划所涉及的标的股票总数累计未超过本 激励计划草案公告时公司股本总额的 ...

证券代码：603855 证券简称：华荣股份 公告编号：2023-029 华荣科技股份有限公司 2023 年限制性股票激励计划（草案）摘要公告 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： 股权激励方式：限制性股票 股份来源：公司从二级市场回购的本公司人民币 A 股普通股股票 股权激励的权益总数及涉及的标的股票总数：本激励计划拟向激励对象 授予限制性股票数量为 665.50 万股，约占本激励计划草案公告时公司股本总额 33,755.90 万股的 1.97%。本激励计划为一次性授予，无预留权益。 一、公司基本情况 （一）公司简介 公司名称：华荣科技股份有限公司（以下简称"公司"或"本公司"） 法定代表人：胡志荣 上市日期：2017 年 05 月 24 日 注册地址：上海市嘉定区宝钱公路 555 号 经营范围：一般项目：电器科技领域内的技术开发、技术转让、技术咨询、 技术服务，防爆电器、防爆灯具、照明灯具、消防照明灯具、船用配套设备、 防爆管件、防爆仪表、防爆变压器、防爆电机、配电箱、低压电器元件、空调 设备、电子 ...

本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 为进一步加强与投资者的互动交流，华荣科技股份有限公司（以下简称"公 司"）将参加由上海证监局、上海上市公司协会与深圳市全景网络有限公司联合 举办的"2023 年上海辖区上市公司集体接待日暨中报业绩说明会"，现将相关 事项公告如下： 华荣科技股份有限公司 关于参加 2023 年上海辖区上市公司集体接待日 暨中报业绩说明会的公告 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net），或关注微信公众号：全景财经，或下载全景路演 APP,参 与本次互动交流，活动时间为 2023 年 9 月 7 日（周四）14:00-16:30。届时公司 高管将在线就公司 2023 年中报业绩、公司治理、发展战略、 经营状况、融资计 划、股权激励和可持续发展等投资者关心的问题，与投资者进行沟通与交流，欢 迎广大投资者踊跃参与！ 证券代码：603855 证券简称：华荣股份 公告编号：2023-025 （问题征集二维码） 特此公告！ 华荣科技股份有限公司 2023 年 9 月 1 日 ...

Financial Performance - The company's operating revenue for the first half of 2023 was CNY 1,317,245,497.59, a decrease of 3.96% compared to CNY 1,371,504,398.27 in the same period last year[23]. - The net profit attributable to shareholders of the listed company increased by 27.11% to CNY 195,129,338.25 from CNY 153,506,406.59 year-on-year[23]. - The net cash flow from operating activities turned positive, amounting to CNY 180,802,526.07, compared to a negative CNY 95,858,680.73 in the previous year[23]. - The total assets at the end of the reporting period were CNY 4,108,233,893.31, down 3.35% from CNY 4,250,771,222.98 at the end of the previous year[23]. - The net assets attributable to shareholders decreased by 7.33% to CNY 1,664,870,315.59 from CNY 1,796,551,177.46[23]. - Basic earnings per share for the first half of 2023 were CNY 0.58, an increase of 26.09% compared to CNY 0.46 in the same period last year[24]. - The weighted average return on net assets rose to 10.29%, an increase of 1.95 percentage points from 8.34% year-on-year[24]. - The company reported a total comprehensive income of CNY 199,917,171.48, compared to CNY 154,392,163.87 in the previous year[108]. Revenue Segments - The foreign trade department reported revenue of 324 million RMB, a year-on-year increase of 22.13%, marking the largest growth in the past three years[38]. - The energy segment's overall revenue was 183 million RMB, a year-on-year decline of 52.06%, while the revenue from mining explosion-proof electrical products increased by 31.56% to 177 million RMB[39]. - The professional lighting segment achieved revenue of 115 million RMB, a year-on-year increase of 18.40%, with net profit soaring by 683.56% to 5.72 million RMB[39]. - The industrial segment continues to show stable growth, achieving a revenue increase with significant contributions from seven key business areas, including oil and gas, marine engineering, and military nuclear power[37]. Market Outlook and Strategy - The company provided an optimistic outlook for the second half of 2023, projecting a revenue growth of 25%[74]. - New product launches are expected to contribute an additional 300 million in revenue by the end of the year[72]. - The company is considering strategic acquisitions to enhance its market position, with a budget of 500 million allocated for potential deals[72]. - Market expansion plans include entering three new international markets by Q4 2023[74]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share by 2025[76]. Research and Development - The company is investing heavily in R&D, with a budget increase of 30% to enhance technology development[73]. - Research and development expenses increased by 47.44% to approximately 71 million RMB, reflecting higher staff costs and testing expenses[41]. - The company’s self-developed "SCS Safety Intelligent Control System" has seen nearly 50% revenue growth for three consecutive years since its launch in 2019[34]. Corporate Governance and Compliance - The company’s governance and shareholder meeting procedures were confirmed to be compliant with relevant regulations[56]. - The management emphasized the importance of maintaining compliance with regulatory requirements to safeguard investor interests[76]. - The company appointed Lixin Certified Public Accountants as the auditor for the 2023 financial report[80]. Shareholder Information - The total number of shares after the recent changes is 337,559,000, with 99.48% being unrestricted shares[85]. - The largest shareholder, Hu Zhirong, holds 118,670,000 shares, representing 35.16% of the total shares, with 20,500,000 shares pledged[91]. - The top ten shareholders collectively hold significant stakes, with the total number of shares held by the top ten unrestricted shareholders amounting to 318,000,000[92]. Financial Position - Total assets as of June 30, 2023, amounted to RMB 4,108,233,893.31, a decrease from RMB 4,250,771,222.98 at the end of 2022, reflecting a decline of approximately 3.34%[99]. - Current assets totaled RMB 3,335,840,888.44, down from RMB 3,492,475,157.66, indicating a decrease of about 4.49%[99]. - Total liabilities as of June 30, 2023, were RMB 2,406,319,584.00, a slight decrease from RMB 2,416,868,715.00, reflecting a decline of about 0.43%[100]. - The company's equity attributable to shareholders decreased to RMB 1,664,870,315.59 from RMB 1,796,551,177.46, indicating a decrease of approximately 7.33%[100]. Operational Efficiency - Operating costs decreased by 21.07% to approximately 561 million RMB, primarily due to a reduction in the proportion of lower-margin EPC business[41]. - The company reported a 10% reduction in operational costs due to efficiency improvements[74]. - Customer satisfaction ratings improved to 85%, reflecting a 5% increase from the previous period[72]. Risk Management - There were no significant risks that materially affected the company's production and operations during the reporting period[12]. - The company has established measures to ensure fair and reasonable terms in any related party transactions, adhering to market principles[71]. Investment and Acquisitions - The company established several joint ventures to expand its market presence, including a new energy technology company with a registered capital of 10 million RMB[48]. - The company is exploring potential acquisitions to enhance its product portfolio and market reach[76]. Accounting Policies - The company's accounting policies comply with the requirements of enterprise accounting standards, reflecting its financial status accurately[132]. - The company’s accounting period runs from January 1 to December 31 each year[133]. - The consolidated financial statements include all subsidiaries and are prepared based on unified accounting policies, reflecting the overall financial position and performance of the group[137].

Financial Performance - The company's operating revenue for Q1 2023 was CNY 610,504,964.68, representing a decrease of 7.96% compared to the same period last year[4] - Net profit attributable to shareholders was CNY 86,035,213.70, an increase of 43.21% year-on-year[4] - Basic earnings per share increased by 38.89% to CNY 0.25[4] - The net profit for Q1 2023 was CNY 86,957,027.79, an increase of 44.4% compared to CNY 60,223,201.35 in Q1 2022[18] - The total revenue from operating activities was CNY 762,218,484.25, up from CNY 581,648,500.66 in the same period last year, representing a growth of 30.9%[20] - The company reported a total comprehensive income of CNY 86,248,215.92 for Q1 2023, compared to CNY 60,008,575.65 in Q1 2022, marking a 43.7% increase[19] - The company's operating profit for Q1 2023 was CNY 87,892,595.18, an increase of 35.4% from CNY 64,889,776.69 in Q1 2022[18] Cash Flow and Liquidity - The net cash flow from operating activities was CNY 3,609,081.32, showing a significant decline of 103.67% compared to the previous year[4] - The cash flow from operating activities showed a net inflow of CNY 3,609,081.32, a significant recovery from a net outflow of CNY 98,318,495.01 in Q1 2022[21] - The cash and cash equivalents at the end of Q1 2023 amounted to CNY 589,933,403.97, slightly down from CNY 598,002,419.28 at the end of Q1 2022[21] - The company's cash and cash equivalents increased to CNY 641,928,350.39 as of March 31, 2023, compared to CNY 564,752,339.02 at the end of 2022[23] - The company raised CNY 60,000,000.00 through borrowings in Q1 2023, up from CNY 30,000,000.00 in Q1 2022, reflecting a strategy to enhance liquidity[21] - Cash inflow from financing activities totaled $60,000,000.00, up from $30,000,000.00 in the prior period, reflecting a 100% increase in financing received[28] - The net cash flow from financing activities was $48,523,049.85, compared to $29,843,631.11 previously, showing a substantial increase of approximately 62.5%[28] Assets and Liabilities - Total assets at the end of the reporting period were CNY 4,201,652,334.43, a decrease of 1.16% from the end of the previous year[5] - Total liabilities decreased to CNY 2,279,022,550.86 from CNY 2,416,868,715.00, indicating a reduction of 5.7%[15] - The total assets of the company amounted to RMB 4,201,652,334.43, a decrease from RMB 4,250,771,222.98 as of the previous year[16] - Total liabilities decreased to CNY 2,207,302,110.18 as of March 31, 2023, from CNY 2,327,189,226.05 at the end of 2022[24] - The company's equity attributable to shareholders increased by 4.90% to CNY 1,884,547,825.51[5] - The total equity increased to CNY 1,846,108,166.56 as of March 31, 2023, compared to CNY 1,760,625,147.27 at the end of 2022[25] Expenses - Management expenses rose by 98.11%, primarily due to increased employee compensation and consulting fees[8] - R&D expenses increased by 86.84%, mainly due to higher employee compensation and technical research costs[8] - Research and development expenses for Q1 2023 were CNY 32,004,592.93, significantly higher than CNY 15,718,107.22 in Q1 2022, indicating a focus on innovation[25] Inventory and Receivables - Accounts receivable decreased to RMB 1,490,657,081.32 from RMB 1,598,142,007.29, a decline of 6.7% year-over-year[13] - Inventory as of March 31, 2023, was RMB 746,026,976.11, slightly down from RMB 747,890,056.91[14] - The company's inventory as of March 31, 2023, was CNY 612,720,369.75, slightly down from CNY 622,017,351.69 at the end of 2022[23] Government Support - The company received government subsidies, contributing to a significant increase in non-operating income by 1,436.09%[8] Future Plans - The company plans to focus on new product development and market expansion strategies in the upcoming quarters[12]

Financial Performance - The company achieved operating revenue of 3.04 billion RMB in 2022, a year-on-year increase of 0.52%[11] - The net profit attributable to shareholders was 358 million RMB, a decrease of 6.01% compared to the previous year[11] - The factory-use segment generated revenue of 1.99 billion RMB, up 18.1% year-on-year, with domestic sales increasing by 22%[11] - The energy segment reported revenue of 745 million RMB, down 21% year-on-year, with the new energy EPC business declining by 33.3%[11] - The professional lighting segment's revenue fell to 245 million RMB, a decrease of 24.6% year-on-year[11] - The company achieved an operating revenue of 3,042.93 million CNY for the year, representing a 0.52% increase compared to 2021[23] - The net profit attributable to shareholders, after deducting non-recurring gains and losses, was 357.86 million CNY, which is a 17.28% increase from the previous year[23] Shareholder Information - The total number of common shareholders at the end of the reporting period was 7,148, up from 6,264 at the end of the previous month prior to the annual report disclosure[19] - The largest shareholder, Hu Zhirong, holds 118.67 million shares, accounting for 35.16% of the total shares, with 20.5 million shares pledged[19] - Li Miaohua, another significant shareholder, reduced her holdings by 1.87 million shares, now holding 23.83 million shares, which is 7.06% of the total[19] - The company has no preferred shareholders with restored voting rights as of the reporting period[19] - The total number of preferred shareholders is not applicable as there are none[22] - The company maintains a stable shareholder structure with no known related party transactions among the top shareholders[20] Cash Flow and Assets - Total assets increased by 2.86% to 4.25 billion RMB in 2022[14] - The net cash flow from operating activities was 181 million RMB, a decline of 64.35% compared to the previous year[14] - The company’s weighted average return on equity decreased by 3.01 percentage points to 19.85%[14] Future Plans and Market Strategy - The company plans to distribute a cash dividend of 10 RMB per 10 shares, subject to shareholder approval[4] - The company aims to expand its market share in the global explosion-proof electrical equipment sector, which is projected to grow from 5 billion USD in 2019 to 8 billion USD by 2025[7] - The company has not disclosed any significant changes in its operational situation that would lead to delisting risks[23] - The company has not reported any new strategies related to market expansion or mergers and acquisitions in the current reporting period[22]

Financial Performance - The company's operating revenue for 2022 was CNY 3,042,926,181.75, a slight increase of 0.52% compared to CNY 3,027,303,165.75 in 2021[24]. - The net profit attributable to shareholders for 2022 was CNY 358,181,075.27, representing a decrease of 6.01% from CNY 381,092,714.53 in the previous year[24]. - The basic earnings per share for 2022 was CNY 1.06, down 6.19% from CNY 1.13 in 2021[25]. - The diluted earnings per share also decreased to CNY 1.05, a decline of 7.08% compared to the previous year[25]. - The net profit attributable to shareholders was CNY 358.18 million, a decrease of 6.01% compared to the previous year[33]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 357.86 million, an increase of 17.28% year-on-year[33]. - The company achieved a total revenue of 3.04 billion CNY in 2022, representing a year-on-year increase of 0.52%[48]. - The company reported a significant increase in financial income, with financial expenses showing a gain of RMB 1,472.86 million compared to a loss of RMB 289.38 million in the previous year[50]. Cash Flow and Assets - The net cash flow from operating activities decreased by 64.35% to CNY 181,362,334.40, primarily due to reduced cash receipts from sales[24][26]. - The company's total assets at the end of 2022 were CNY 4,250,771,222.98, an increase of 2.86% from CNY 4,132,764,958.70 in 2021[24]. - The net cash flow from operating activities significantly decreased by 64.35% to RMB 18,136.23 million from RMB 50,868.16 million, mainly due to a reduction in cash received from sales of goods and services[50]. - The company's cash and cash equivalents were RMB 628,520,444.06, a decrease from RMB 733,851,395.09 in the previous year[196]. - The accounts receivable balance was RMB 1,886,158,985.73, with a bad debt provision of RMB 288,016,978.44[187]. Segment Performance - The factory-use segment generated sales revenue of CNY 199.3 million, up 18.1% year-on-year, with domestic trade revenue increasing by 22.0% to CNY 136.5 million[33]. - The new energy segment reported revenue of CNY 74.5 million, down 21.0% year-on-year[33]. - The professional lighting segment's revenue decreased by 24.6% year-on-year to CNY 24.5 million due to increased production and management costs[36]. - The factory segment generated revenue of 1.99 billion CNY, up 18.1% year-on-year, with domestic sales increasing by 22.0% to 1.37 billion CNY[41]. - The energy segment reported revenue of 745 million CNY, down 21.0% year-on-year, with the new energy EPC business declining by 33.3% to 465 million CNY[42]. Market and Strategic Initiatives - The company expanded its market into military and nuclear power sectors, developing advanced nuclear-grade lighting products and automation solutions[34]. - The company is transitioning from a "device manufacturer" to a "production safety service provider" in the smart explosion-proof equipment market, targeting a market size exceeding 10 billion RMB[68]. - The global explosion-proof electrical market is projected to grow from over 5 billion USD in 2019 to 8 billion USD by 2025, indicating significant market expansion opportunities[38]. - The company plans to fully enter the growth phase of the professional lighting market starting in 2023, following adjustments in procurement models and market conditions[37]. Governance and Compliance - The company’s governance procedures for the shareholder meeting were confirmed to be compliant with relevant laws and regulations[89]. - The company has independent directors and supervisors, ensuring compliance with governance standards[96]. - The company has not been subject to penalties from securities regulatory agencies in the past three years[100]. - The company confirmed that all directors, supervisors, and senior management have complied with relevant laws and regulations[143]. Employee and Management - The company had a total of 1,966 employees, with 1,183 in production, 274 in sales, 338 in technical roles, 47 in finance, and 124 in administration[111]. - The company established a salary management system that includes base salary, allowances, and bonuses, with performance evaluations determining bonus distribution[112]. - The company has a total of 338 R&D personnel, with 53.57% holding a bachelor's degree or higher[61]. - The company is facing challenges in talent recruitment due to the expansion of its existing team, which is operating at full capacity[80]. Environmental and Social Responsibility - The company invested 836,000 RMB in environmental protection during the reporting period[127]. - The company reduced carbon emissions by 120 tons through measures such as using clean energy and photovoltaic power generation[130]. - The company has not been subject to any administrative penalties related to environmental issues during the reporting period[130]. Shareholder Information - The company reported a total of 244,726,300 shares at the beginning of the year, which decreased to 238,929,500 shares by the end of the year, reflecting a reduction of 5,796,800 shares[92]. - The top shareholder, Hu Zhirong, holds 118,670,000 shares, representing 35.16% of the total shares, with 20,500,000 shares pledged[168]. - The company has a total of 3,851,000 restricted shares, with 2,048,000 shares released this year and 39,000 shares repurchased and canceled[164]. Audit and Financial Reporting - The audit opinion confirmed that the financial statements fairly reflect the company's financial position as of December 31, 2022[182]. - The audit report emphasizes the importance of internal controls in the financial reporting process[190]. - The management assessed the recoverability of accounts receivable, which was determined to be a key audit matter due to significant accounting estimates involved[187].

证券代码：603855 证券简称：华荣股份 公告编号： 2023-004 华荣科技股份有限公司 关于召开 2022 年度暨 2023 年第一季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： 会议召开时间：2023 年 05 月 08 日(星期一) 上午 10:00-11:00 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 04 月 26 日(星期三) 至 05 月 05 日(星期五)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 hrzhd@warom.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。 二、 说明会召开的时间、地点 （一） 会议召开时间：2023 年 05 月 08 日 上午 10:00-11:00 （二） 会议召开地点：上证路演中心 （三） 会议召开方 ...

编号：2022-002 证券代码：603855 证券简称：华荣股份 华荣科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |-----------------------|--------------------------------------------------------------------|-------------------------------------------------------------------------------------------| | 投资者关系 \n活动类别 | □ 特定对象调研 \n□ 媒体采访 \n□ 新闻发布会 \n□ 电话会议 \n□ 其他 | □ 分析师会议 \n■业绩说明会 \n□ 路演活动 | | | 时彧 | 研究所员工 | | | 邹一瑜 | 财通证券 | | | 张一凡 | 华泰证券股份有限公司 | | | Huichen Yan Sequoia Capital | | | | 王昊哲 | 天风证券 | | | 夏伯函 | 中识资本 | | | | | | | 李世谦 | 销售交易部 | | | | ...