股票简称：上海沿浦 股票代码：605128 转债简称：沿浦转债 转债代码：111008 （上海市广东路 689 号） 二〇二三年八月 保荐机构（主承销商） 上海沿浦金属制品股份有限公司 Shanghai YanPu Metal Products Co., Ltd. （上海市闵行区浦江镇江凯路 128 号） 2023 年度向特定对象发行 A 股股票 募集说明书 （申报稿） 上海沿浦金属制品股份有限公司 2023年度向特定对象发行A股股票募集说明书 重大事项提示 本公司特别提醒投资者注意下列重大事项或风险因素，并认真阅读募集说 本公司特别提醒投资者注意下列重大事项或风险因素，并认真阅读募集说明书相 关章节。本部分所述词语或简称与募集说明书"释义"所述词语或简称具有相同 的含义。 上海沿浦金属制品股份有限公司 2023年度向特定对象发行A股股票募集说明书 声 明 1、公司全体董事、监事、高级管理人员承诺本募集说明书不存在任何虚假 记载、误导性陈述或重大遗漏，并保证所披露信息的真实、准确、完整。 2、公司负责人、主管会计工作负责人及会计机构负责人保证本募集说明书 中财务会计报告真实、完整。 3、上海证券交易所及中国证 ...

| 证券代码：605128 | 证券简称：上海沿浦 | 公告编号：2023-060 | | --- | --- | --- | | 转债代码：111008 | 转债简称：沿浦转债 | | 上海沿浦金属制品股份有限公司 关于变更持续督导保荐机构及保荐代表人的公告 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承担法律责任。 一、原持续督导保荐情况 公司于2023年5月24日召开第四届董事会第二十四次会议，2023年6月9日召 开2023年第一次临时股东大会，审议通过了《关于公司2023年度向特定对象发行 A股股票预案的议案》等相关议案。公司聘请海通证券股份有限公司（以下简称 "海通证券"）担任公司本次2023年度向特定对象发行A股股票的保荐机构，并 与海通证券签订了《上海沿浦金属制品股份有限公司（作为发行人）与海通证券 股份有限公司（作为保荐机构）关于向特定对象发行A股股票之保荐协议》（以 下简称"保荐协议"）。 根据《证券发行上市保荐业务管理办法》的相关规定，公司因再次申请发行 证券另行聘请保荐机构的，应当终止与原保荐机构的保荐协议，另 ...

| 证券代码：605128 | 证券简称：上海沿浦 | 公告编号：2023-059 | | --- | --- | --- | | 转债代码：111008 | 转债简称：沿浦转债 | | 重要内容提示： 一、新项目的定点通知书的概况 1 本公告的新项目的最终量产实施地址是：武汉浦江沿浦汽车零件有限公司 （以下简称"武汉沿浦"，注册地址：武汉市蔡甸区奓山街白鹤泉西大街 179 号） 本公告的定点通知书包括了 2 款新车型，其中 1 款新车型预计在 2023 年 10 月达到量产状态，1 款新车型预计在 2024 年 4 月达到量产状态，但因整个 项目的生产周期较长，市场情况及达到量产的时间点存在不确定性。 定点通知并不反映最终的实际采购量，本公告中所述预计金额系上海沿浦金 属制品股份有限公司（以下简称"上海沿浦"或者"公司"）的全资子公司 武汉浦江沿浦汽车零件有限公司根据客户提供的预计销量结合预计单价计 算而得，存在重大不确定性。 公司实际销售金额将与汽车实际产量等因素直接相关，整个项目的生产周期 较长以及汽车市场整体情况等因素均可能对车厂的生产计划和采购需求构 成影响，进而为供货量带来不确定性，未来能否实现收 ...

证券代码：605128 证券简称：上海沿浦 公告编号：2023-046 上海沿浦金属制品股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩说明会的公告 重要内容提示： 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。 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 06 月 14 日(星期三) 至 06 月 20 日(星期二)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 ypgf@shyanpu.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。 上海沿浦金属制品股份有限公司（以下简称"公司"）已于 2023 年 4 月 21 日发布公司 2022 年度报告，于 2023 年 4 月 28 日发布公司 2023 年第 一季度报告，为便于广大投资者更全面深入地了解公司 2022 年度及 2023 年第一季度的经营成果、财务状况，公司计划于 2023 年 06 月 21 日 下午 14:00-1 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 279,555,600.82, representing an increase of 18.46% compared to the same period last year[5]. - The net profit attributable to shareholders of the listed company was CNY 11,162,608.96, showing a decrease of 4.40% year-on-year[5]. - The net profit after deducting non-recurring gains and losses was CNY 10,305,801.16, which is an increase of 4.69% compared to the previous year[5]. - The basic earnings per share for Q1 2023 was CNY 0.14, down by 4.11% from the same period last year[6]. - Total operating revenue for Q1 2023 reached ¥279,555,600.82, an increase of 18.5% compared to ¥235,987,924.59 in Q1 2022[19]. - Net profit for Q1 2023 was ¥10,944,288.40, a decrease of 6.4% from ¥11,689,226.97 in Q1 2022[20]. - Basic earnings per share for Q1 2023 were ¥0.14, down from ¥0.15 in Q1 2022[21]. Cash Flow - The net cash flow from operating activities was CNY 8,290,355.81, a significant improvement compared to a negative cash flow of CNY -31,523,559.48 in Q1 2022[10]. - The net cash flow from operating activities for Q1 2023 was $8,290,355.81, a significant improvement compared to a net outflow of $31,523,559.48 in Q1 2022, representing a turnaround of approximately 126.3%[22]. - Total cash outflow from operating activities decreased to $152,848,949.34 from $179,209,189.49, indicating a reduction of about 14.7% year-over-year[22]. - The company experienced a net decrease in cash and cash equivalents of $54,986,175.36 in Q1 2023, compared to a decrease of $75,232,942.14 in Q1 2022, showing an improvement of approximately 26.8%[23]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 2,186,669,004.20, reflecting a slight increase of 0.97% from the end of the previous year[6]. - Total liabilities as of March 31, 2023, were ¥1,043,362,228.44, up from ¥1,033,350,421.51, showing a growth of approximately 1.0%[17]. - The company's total equity reached ¥1,143,306,775.76, compared to ¥1,132,362,487.36, reflecting an increase of approximately 1.0%[17]. - The non-current assets totaled ¥1,059,107,508.75, up from ¥919,518,917.75, indicating a significant increase of about 15.2%[16]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 7,984[11]. - The largest shareholder, Zhou Jianqing, holds 30,715,000 shares, accounting for 38.39% of the total shares[12]. Expenses - Total operating costs for Q1 2023 were ¥272,945,293.63, up 24.5% from ¥219,219,527.98 in Q1 2022[19]. - Research and development expenses for Q1 2023 amounted to ¥10,367,319.66, an increase of 24.0% from ¥8,357,252.04 in Q1 2022[19]. - Financial expenses for Q1 2023 were ¥2,666,671.96, compared to a financial income of ¥196,920.49 in Q1 2022, indicating a significant shift in financial performance[19]. - Tax expenses for Q1 2023 were ¥1,180,090.63, down 32.0% from ¥1,733,613.34 in Q1 2022[20]. - Other income for Q1 2023 was ¥996,618.19, a decrease of 51.2% from ¥2,043,444.85 in Q1 2022[19]. - Investment loss for Q1 2023 was ¥36,803.64, compared to a gain of ¥142,437.87 in Q1 2022, indicating a decline in investment performance[19]. Accounting Practices - The company did not apply new accounting standards for the first time in 2023, indicating continuity in financial reporting practices[23].

Financial Performance - The company's operating revenue for 2022 was ¥1,121,732,780.23, representing a 35.72% increase compared to ¥826,507,388.30 in 2021[25]. - The net profit attributable to shareholders for 2022 was ¥45,744,422.47, a decrease of 35.10% from ¥70,481,085.46 in 2021[25]. - The basic earnings per share for 2022 was ¥0.57, down 35.23% from ¥0.88 in 2021[27]. - The cash flow from operating activities for 2022 was ¥50,401,383.23, a decline of 49.67% compared to ¥100,150,785.73 in 2021[25]. - The company's net assets attributable to shareholders at the end of 2022 were ¥1,127,386,290.96, an increase of 9.70% from ¥1,027,733,175.66 at the end of 2021[25]. - The weighted average return on equity for 2022 was 4.35%, a decrease of 2.61 percentage points from 6.96% in 2021[27]. - The net profit after deducting non-recurring gains and losses for 2022 was ¥31,985,588.50, a decrease of 47.12% from ¥60,484,879.85 in 2021[25]. - The gross profit margin for the automotive parts segment decreased by 5.92 percentage points, with revenue of ¥1,095,583,092.52 and costs of ¥971,206,660.28[63]. Dividend Policy - The company plans to distribute a cash dividend of RMB 1.25 per 10 shares, totaling RMB 10 million, based on a total share capital of 80 million shares as of December 31, 2022[4]. - The company does not plan to increase capital reserves into share capital[4]. - The cash dividend distribution was completed on June 23, 2022, following the approval at the annual general meeting held on May 16, 2022[146]. - The cash dividend policy stipulates that if conditions are met, at least 10% of the distributable profit should be distributed as cash dividends annually, with a minimum of 20% if there are significant capital expenditure plans[143]. - The company has established a clear profit distribution policy that prioritizes cash dividends when conditions allow, ensuring shareholder returns are a key focus[141]. Governance and Compliance - The board of directors and management guarantee the accuracy and completeness of the annual report, with no false statements or omissions[6]. - The company has received a standard unqualified audit report from the accounting firm[6]. - There are no risks of more than half of the directors being unable to guarantee the authenticity of the annual report[7]. - The company has established a governance structure that allows minority shareholders to exercise their rights effectively[105]. - The company has designated personnel to manage investor relations, enhancing communication with investors and addressing their concerns[106]. - The company has established an internal control system in compliance with regulations, enhancing decision-making efficiency and ensuring asset safety[148]. - A standard unqualified opinion internal control audit report was issued by the appointed accounting firm for the fiscal year 2022[148]. - The company reported no significant internal control deficiencies during the reporting period[148]. Risk Management - The company has detailed potential risks in the report, particularly in the section discussing future development[7]. - The company emphasizes the importance of risk awareness for investors regarding future plans and strategies[5]. - The company faces risks from raw material price fluctuations, particularly steel, which has shown an upward trend in the price index[93]. - The company is exposed to cyclical risks in the automotive industry, which directly affects demand for its products[95]. - The company anticipates potential risks related to the depreciation of newly added fixed assets post-investment[94]. - The company may face significant risks if multiple negative factors occur simultaneously, potentially leading to a decline in operating profit by 50% or more[98]. Operational Strategy - The company has subsidiaries across various regions, including Wuhan, Kunshan, and Chongqing, indicating a broad operational footprint[12]. - The company is focusing on lean production management to enhance efficiency and quality, aiming to become the first choice for customers[39]. - The company has established strong partnerships with major automotive suppliers, enhancing its competitive position in the market[44]. - The company is committed to diversifying its product strategy in line with the trends in the new energy automotive sector[39]. - The company has developed a comprehensive management system to enhance operational efficiency and respond quickly to customer needs[53]. - The company aims to leverage partnerships with global platforms to enter the supply chains of international automotive giants, increasing order volumes[55]. Research and Development - The company has a technical team of nearly 150 professionals focused on product industrialization, with a mold development team that has grown from 10 members in 2003 to 90 members currently[45][46]. - The company holds 86 utility model patents and continues to apply for more, enhancing its product development capabilities[46]. - Key technologies developed include a seat longitudinal adjustment slide rail mechanism and ultra-high strength steel stamping technology, which improve product applicability and production efficiency[48]. - The company plans to increase R&D efforts, focusing on electric leg rest seats and locking slide rails for various seats, aiming for lightweight and automated components[55]. - The company is investing in R&D, allocating F% of its revenue towards developing new technologies and products[161]. Market Position and Growth - The company has seen a significant increase in new customers and projects, indicating a promising growth trajectory for the future[36]. - The sales of new energy vehicles (NEVs) exceeded 6.8 million units in 2022, with a market share of 25.6%, suggesting a strong market for the company's products[37]. - The company issued 3.84 million convertible bonds in November 2022, raising a total of RMB 384,000,000 for new production lines related to NEV seat frames[39]. - The company plans to expand its market share in the automotive seat component market and enhance strategic partnerships with existing clients[91]. - Future technology upgrades will focus on improving production processes and increasing capacity for core components[91]. Employee and Management Structure - The company has a total of 1,367 employees, with 349 in the parent company and 989 in major subsidiaries[135]. - The employee composition includes 1,065 production personnel, 2 sales personnel, 148 technical personnel, 21 financial personnel, and 131 administrative personnel[135]. - The company follows a 3P compensation management philosophy, focusing on position, ability, and performance-based pay[136]. - The total remuneration for all directors, supervisors, and senior management at the end of the reporting period amounted to 5.3562 million yuan[120]. Environmental Responsibility - Environmental measures include the use of low-noise equipment and waste gas filtration systems to minimize pollution impact[152]. - The company has invested in carbon reduction measures, including the use of waste gas filtration equipment[153]. - The company has not faced any administrative penalties related to environmental issues[152]. - The company has not disclosed any other environmental information beyond what is required[153]. Shareholder Commitments - Shareholders, including directors and senior management, commit not to transfer or delegate management of their shares for 12 months post-IPO, with an automatic 6-month extension if stock price falls below IPO price for 20 consecutive trading days within the first 6 months[165]. - The controlling shareholder and actual controller must increase their stock holdings by at least 10% and no more than 50% of the cash dividends received from the previous year[174]. - The company has committed to a share repurchase plan in case of false statements in the prospectus, ensuring to buy back all newly issued shares at market price[187]. - The company will compensate investors for direct losses caused by breaches of commitments made during the IPO process[182].

证券代码:605128 证券简称：上海沿浦 上海沿浦金属制品股份有限公司 投资者关系活动记录表（2022 年 2 季度） | --- | --- | --- | |----------------------|-------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

2022 年第三季度报告 证券代码：605128 证券简称：上海沿浦 上海沿浦金属制品股份有限公司 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。 公司负责人周建清、主管会计工作负责人秦艳芳及会计机构负责人（会计主管人员）周建明 保证季度报告中财务信息的真实、准确、完整。 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 | 本报告期比 上年同期增 | | 年初至报告期 末比上年同期 | | --- | --- | --- | --- | --- | | | | 减变动幅度 | 年初至报告期末 | 增减变动幅度 | | | | (%) | | (%) | | 营业收入 | 286,812,992.07 | 64.79 | 744,714,520.67 ...

Financial Performance - The company reported a total revenue of 500 million RMB for the first half of 2022, representing a 10% increase compared to the same period last year[10]. - The net profit for the first half of 2022 was 50 million RMB, which is a 5% increase year-over-year[10]. - The company's operating revenue for the first half of the year reached ¥457.90 million, an increase of 19.24% compared to ¥384.03 million in the same period last year[18]. - The net profit attributable to shareholders decreased by 29.09% to ¥27.15 million from ¥38.29 million year-on-year[18]. - The net profit after deducting non-recurring gains and losses fell by 39.24% to ¥21.56 million from ¥35.49 million in the previous year[18]. - The net cash flow from operating activities turned negative at -¥9.29 million, a decline of 122.32% compared to ¥41.62 million in the same period last year[18]. - Basic earnings per share decreased by 29.02% to ¥0.34 from ¥0.479 year-on-year[19]. - The total comprehensive income for the first half of 2022 was RMB 34,238,669.35, compared to RMB 26,375,706.62 in the same period last year[171]. Market Expansion and Strategy - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share by the end of 2023[10]. - The management has provided a performance guidance of 15% revenue growth for the second half of 2022[10]. - The company has not engaged in any mergers or acquisitions in the first half of 2022, focusing instead on organic growth strategies[10]. - The company is pursuing horizontal business expansion into other automotive component areas, including safety systems and new energy vehicle-related segments[56]. - The company is expanding its market presence by entering the supplier lists of new clients including Faurecia, CVG, and others, while also starting to undertake new projects and orders from these clients[53]. Research and Development - The company has allocated 30 million RMB for research and development in new technologies for the upcoming fiscal year[10]. - The company is focused on the research and development of automotive seat components and has capabilities in designing and manufacturing high-strength stamping molds[23]. - The company has established a dedicated R&D department and a complete product development system, emphasizing the importance of technology in enhancing core competitiveness[36]. - The company aims to enhance R&D efforts, focusing on electric leg support seats and locking slide rails for various seats, aiming to improve product technology in lightweight, miniaturization, and automation[49]. - The company has developed several core technologies, including a seat longitudinal adjustment slide rail mechanism and a high-strength steel stamping technology, which improve product quality and production efficiency[42]. Operational Efficiency - The company operates on a "make-to-order" production model, ensuring production is aligned with customer demand and specifications[24]. - The company has implemented a direct sales model to downstream customers, confirming revenue upon delivery or actual use of products[34]. - The company has established a transfer warehouse system to streamline logistics and improve delivery efficiency to clients' production lines[35]. - The company aims to achieve JIT (Just-In-Time) supply for clients, enhancing communication and responsiveness to customer needs[46]. - The company has a technical team of nearly 180 professionals focused on product industrialization capabilities, enhancing its competitive edge in the automotive parts industry[39]. Financial Position and Assets - The total assets increased by 5.19% to ¥1.49 billion from ¥1.42 billion at the end of the previous year[18]. - The net assets attributable to shareholders rose by 1.86% to ¥1.05 billion from ¥1.03 billion at the end of the previous year[18]. - Total assets at the end of the reporting period were RMB 1,493,000,000, with cash and cash equivalents decreasing by 37.39% to RMB 173,828,169.96, accounting for 11.63% of total assets[60]. - The company's total equity increased to CNY 874,501,117.46 in the first half of 2022, compared to CNY 848,262,448.11 in the same period of 2021, showing a growth of approximately 3.1%[164]. Risks and Challenges - The company emphasizes risk management strategies to mitigate potential market fluctuations and operational risks[5]. - The automotive parts market is influenced by macroeconomic conditions, with a clear correlation between automotive consumption and economic cycles[38]. - The company faces a market risk due to the cyclical nature of the automotive industry, which has shown negative growth rates of -2.8%, -8.2%, -1.9%, 3.8%, and -6.6% from 2018 to the first half of 2022[69]. - The fluctuation in raw material prices, particularly steel, poses a risk to the company's cost control and profit margins, with a rising trend in steel prices noted[72]. - The company has a high customer concentration, which poses risks if existing customers experience operational difficulties, potentially leading to a decrease in order volume[77]. Shareholder Commitments and Governance - The company has committed to a share lock-up period until September 2023, with compliance confirmed[92]. - The company has established a long-term commitment framework for its major shareholders, ensuring stability until 2025[93]. - The company’s governance structure includes commitments from its directors and supervisors, ensuring adherence to the IPO-related promises[94]. - The controlling shareholders have committed to maintaining their shareholdings for a specified period to ensure market stability[98]. - The company will publicly disclose any violations of commitments and apologize to investors if necessary[131]. Compliance and Legal Matters - The company has not reported any non-operating fund occupation by controlling shareholders or related parties during the reporting period[141]. - There are no significant lawsuits or arbitration matters pending or disclosed that have not been reported previously[143]. - The company has not reported any violations or penalties against its directors, supervisors, or senior management during the reporting period[143]. - The company has engaged multiple intermediaries, including Zhongyin International Securities and Shanghai Guangfa Law Firm, to ensure the accuracy of the prospectus and will compensate investors for any losses due to inaccuracies[126][127].

Financial Performance - The company's operating revenue for Q1 2022 was CNY 235,987,924.59, representing a year-on-year increase of 17.60%[5] - The net profit attributable to shareholders decreased by 43.71% to CNY 11,676,740.95 compared to the same period last year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses fell by 47.67% to CNY 9,844,298.16[5] - Basic and diluted earnings per share were both CNY 0.15, down 43.63% from the previous year[6] - The weighted average return on equity decreased by 0.91 percentage points to 1.13%[6] - The net profit for Q1 2022 was CNY 11,689,226.97, a decrease of 43.7% compared to CNY 20,742,507.00 in Q1 2021[20] - Operating profit for Q1 2022 was CNY 13,310,470.12, down 48.7% from CNY 25,763,086.69 in the same period last year[20] - Total revenue from sales and services received in Q1 2022 was CNY 139,272,308.10, down 21.7% from CNY 178,019,095.40 in Q1 2021[21] - The company reported a total comprehensive income of CNY 11,689,226.97 for Q1 2022, compared to CNY 20,742,507.00 in Q1 2021[20] Cash Flow and Assets - The net cash flow from operating activities was negative at CNY -31,523,559.48, a decrease of 154.49% year-on-year[5] - Cash flow from operating activities showed a net outflow of CNY -31,523,559.48, compared to a net inflow of CNY 57,856,016.72 in Q1 2021[22] - The cash and cash equivalents at the end of Q1 2022 were CNY 191,708,577.18, a decrease from CNY 231,707,851.40 at the end of Q1 2021[23] - The company incurred a total cash outflow of CNY 15,764,500.68 from financing activities in Q1 2022, compared to CNY 26,298,458.33 in Q1 2021[23] - The cash inflow from investment activities was CNY 50,011,238.94 in Q1 2021, while there was no cash inflow reported in Q1 2022[22] Costs and Expenses - Total operating costs for Q1 2022 were ¥219,219,527.98, up 23.1% from ¥178,034,342.46 in Q1 2021[18] - The company reported R&D expenses of ¥8,357,252.04 for Q1 2022, an increase of 11.3% from ¥7,508,883.69 in Q1 2021[18] Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,454,584,102.04, an increase of 2.35% from the end of the previous year[6] - Accounts receivable increased to ¥384,687,999.72 as of March 31, 2022, compared to ¥339,047,649.34 at the end of 2021, reflecting a growth of 13.5%[14] - Inventory as of March 31, 2022, was ¥159,225,525.38, up 23.3% from ¥129,155,987.21 at the end of 2021[15] - Total liabilities increased to ¥410,212,627.53 as of March 31, 2022, compared to ¥388,445,598.01 at the end of 2021, reflecting a rise of 5.7%[16] - The company maintains a strong equity position with total equity of ¥1,044,371,474.51 as of March 31, 2022, compared to ¥1,032,682,247.53 at the end of 2021[17] Future Outlook - The company attributed the profit decrease to rising raw material costs and increased labor costs due to the hiring of new project development personnel[8] - New projects are expected to begin mass production in the second half of the year, which may impact future performance positively[8] - The company has approved the issuance of A-share convertible bonds at the recent shareholders' meeting[12]