证券代码：605287 证券简称：德才股份 公告编号：2023-059 德才装饰股份有限公司 第四届监事会第八次会议决议公告 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法律责任。 一、监事会会议召开情况 德才装饰股份有限公司（以下简称"公司"或"德才股份"）第四届监事会第八 次会议于 2023 年 8 月 18 日（星期五）在青岛市崂山区海尔路 1 号甲 5 号楼德才 大厦 7 层会议室以现场结合通讯的方式召开。会议通知已于 2023 年 8 月 8 日以 通讯的方式送达各位监事。本次会议应出席监事 3 人，实际出席监事 3 人。 会议由监事会主席汪艳平女士主持，公司部分高级管理人员列席会议。会议 召开符合《中华人民共和国公司法》等有关法律、法规、规章和《公司章程》的 规定。出席会议的监事对各项议案进行了认真审议并做出了如下决议： 二、监事会会议审议情况 （一）审议通过《关于公司<2023 年半年度报告及摘要>的议案》 监事会认为： 1、公司 2023 年半年度报告的编制和审议程序规范合法，符合法律、法规、 《公司章程》和公司内部管 ...

一、《关于2023年半年度募集资金存放与实际使用情况的专项报告的议案》 的独立意见 经审阅，我们认为：《公司关于2023年半年度募集资金存放与实际使用情况 的专项报告》内容真实、准确、完整，不存在虚假记载、误导性陈述和重大遗漏， 客观、如实地反映了公司报告期内募集资金的存放与实际使用情况，募集资金的 存放与使用符合中国证券监督管理委员会、上海证券交易所的相关规定，不存在 违规使用和管理募集资金的情况，不存在损害公司和股东特别是中小股东利益的 情形。因此，我们一致同意《公司关于2023年半年度募集资金存放与实际使用情 况的专项报告》。 关于第四届董事会第十三次会议相关事项的独立意见 德才装饰股份有限公司（以下简称为"公司"）于2023年8月18日在青岛市崂 山区海尔路1号甲5号楼德才大厦7层会议室召开了第四届董事会第十三次会议， 根据《上海证券交易所股票上市规则》《上市公司独立董事规则》等法律法规以 及《公司章程》《公司独立董事工作制度》等有关规定，作为公司独立董事，就 公司第四届董事会第十三次会议相关事项发表如下独立意见： 德才装饰股份有限公司独立董事 （以下无正文） ...

证券代码：605287 证券简称：德才股份 公告编号：2023-057 德才装饰股份有限公司 关于为子公司提供担保的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 被担保人名称：青岛德才高科新材料有限公司（以下简称"德才高科"）， 前述被担保人为德才装饰股份有限公司（以下简称"公司"）合并报表范围内的 全资子公司。 本次担保金额及已实际为其提供的担保余额：公司本次为德才高科提供 的担保金额为 6,000 万元整。截至本公告披露日，公司及子公司已实际为德才高 科提供的担保余额为 10,227.08 万元。 一、担保情况概述 （一）担保基本情况 为满足子公司德才高科日常经营和业务发展需求，保证子公司生产经营活动 的顺利开展，公司为德才高科向金融机构申请融资提供连带责任保证，具体情况 如下： 2023 年 8 月 16 日，公司与北京银行股份有限公司青岛分行签订了《最高额 保证合同》，作为保证人向德才高科在北京银行股份有限公司青岛分行的借款提 供不超过人民币 6,000 万元的连带责任担保。 （二）担保事项 ...

Financial Performance - The company's operating revenue for 2022 was RMB 5,637,800,589.42, representing an increase of 11.87% compared to RMB 5,039,505,623.28 in 2021[22] - The net profit attributable to shareholders of the listed company was RMB 199,916,993.68, a growth of 43.09% from RMB 139,717,087.06 in the previous year[22] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 169,718,659.10, which is an increase of 25.70% compared to RMB 135,022,171.82 in 2021[22] - The net profit attributable to shareholders of the listed company for 2022 was CNY 1,707,264,072.79, an increase of 12.15% compared to CNY 1,522,275,446.22 in 2021[23] - Basic earnings per share for 2022 were CNY 2.00, a 25.00% increase from CNY 1.60 in 2021[24] - The weighted average return on equity decreased to 12.38% from 12.74% in the previous year, a decline of 0.36 percentage points[24] - The net cash flow from operating activities was CNY 191,147,508.35, up 51.63% from CNY 126,064,278.66 in 2021[25] - The company reported a quarterly revenue of CNY 2,259,256,894.87 in Q4 2022, contributing to a total annual revenue increase[27] - Non-recurring gains and losses amounted to CNY 30,198,334.58 for 2022, compared to CNY 4,694,915.24 in 2021[30] - The gross profit margin for the construction decoration industry was 14.21%, reflecting a slight increase of 0.32 percentage points year-on-year[89] - The gross profit margin for the construction engineering segment was 83.55%, indicating strong profitability in this area[92] Dividend and Capital Plans - The company plans to distribute a cash dividend of RMB 2.00 per 10 shares, totaling an estimated distribution of RMB 20 million[7] - The company intends to increase capital reserves by issuing 4 additional shares for every 10 shares held, without issuing bonus shares[7] Risk Management and Compliance - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[9] - The company has not violated any decision-making procedures in providing guarantees[9] - The company has detailed potential risks in its report, particularly in the section discussing future development[9] - The audit report issued by He Xin Accounting Firm confirmed the financial report's authenticity and completeness[6] - The company is committed to maintaining transparency and accuracy in its financial disclosures, as stated by its management[5] Market and Project Development - The company plans to continue expanding its market presence and investing in new product development to drive future growth[23] - The total amount of new projects signed in 2022 was 10.086 billion yuan, representing a year-on-year growth of 47.10%, with the backlog of orders at 8.301 billion yuan, an increase of 27.08%[34] - The company focused on urban renewal and new infrastructure, with new projects in old community renovations, historical building protection, and municipal infrastructure construction growing by 26.21%, 416.92%, and 144.83% respectively, accounting for approximately 35.10% of new projects[36] - The company has established a marketing network covering major economic regions in China, with new project signing exceeding 10 billion yuan in 2022, a year-on-year increase of 47.10%[43] - The company has adopted the EPC general contracting model, with EPC project revenue increasing by approximately 321% year-on-year[47] Technological Advancements - The company is accelerating its green and smart transformation, with projects like the Qingdao Guoxin Haotian Center receiving the highest "LEED Platinum Certification" and exploring photovoltaic building applications[48] - The company has implemented advanced digital technologies such as Archicad and Rhino3DNURBS, enhancing construction efficiency and quality through BIM applications in key projects like Qingdao Metro Line 6 and Qingdao Biomedicine Collaborative Innovation Center[49] - The company has established a design integration service model, enhancing its capabilities in various design fields, including BIM, VR, and AR technologies[76] Human Resources and Management - The total number of employees in the parent company and major subsidiaries is 2,269, with 1,178 in the parent company and 1,091 in subsidiaries[200] - The company has a total of 381 design personnel and 1,414 engineering personnel, indicating a strong focus on technical and design capabilities[200] - There are 2,103 employees with education levels above junior college, reflecting a highly educated workforce[200] Strategic Initiatives and Future Outlook - The company aims to achieve "zero waste, zero inventory, zero defects, zero accidents, zero rework, zero complaints, zero accountability, zero delays, and zero debts" through lean construction practices[140] - The company plans to enhance its production capacity in green building materials and explore new markets such as passive buildings and zero-energy buildings[138] - The company is exploring international markets, with plans to enter Southeast Asia by the end of the next fiscal year[184] - Future outlook remains positive, with expectations of continued revenue growth driven by market expansion strategies[181] Governance and Shareholder Engagement - The company held one annual general meeting, ensuring compliance with legal regulations and equal treatment of all shareholders[165] - The board of directors consists of eight members, including three independent directors, and has held eight meetings during the reporting period[168] - The supervisory board conducted four meetings and found no violations of laws or regulations by the board or management[169] - The company received a "B" rating in the information disclosure work evaluation from the Shanghai Stock Exchange during the reporting period[173] - The company actively engaged in investor relations management, participating in various channels such as investor meetings and online performance briefings to enhance communication with investors[174]

Financial Performance - The company's operating revenue for Q1 2023 was CNY 891,871,465.72, representing a year-on-year increase of 39.48%[6] - The net profit attributable to shareholders for the same period was CNY 47,425,788.51, reflecting an increase of 11.07% compared to the previous year[6] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 46,693,519.67, which is a 23.95% increase year-on-year[6] - The basic earnings per share for Q1 2023 was CNY 0.47, up by 9.30% year-on-year[6] - Total operating revenue for Q1 2023 reached RMB 891,871,465.72, an increase from RMB 639,418,486.29 in Q1 2022, representing a growth of approximately 39.4%[20] - Net profit for Q1 2023 reached approximately ¥49.02 million, up 16.5% from ¥42.15 million in Q1 2022[22] - The total profit for Q1 2023 was approximately ¥60.53 million, compared to ¥54.14 million in Q1 2022, reflecting an increase of 11.1%[22] Cash Flow and Assets - The net cash flow from operating activities was negative at CNY -64,155,184.39, a decline of 146.20% compared to the same period last year[11] - The net cash flow from operating activities for Q1 2023 was negative at approximately -¥64.16 million, compared to a positive ¥138.86 million in Q1 2022[24] - Cash and cash equivalents at the end of Q1 2023 totaled approximately ¥1.12 billion, slightly down from ¥1.13 billion at the end of Q1 2022[25] - Total assets at the end of the reporting period were CNY 10,389,805,507.64, an increase of 3.14% from the end of the previous year[7] - As of March 31, 2023, total assets amounted to RMB 10,389,805,507.64, compared to RMB 10,073,315,862.80 at the end of 2022, reflecting an increase of about 3.1%[18] - Current assets totaled RMB 9,220,354,491.31 as of March 31, 2023, up from RMB 9,045,995,489.36 at the end of 2022, indicating a growth of approximately 1.9%[16] - The company's cash and cash equivalents were RMB 2,117,274,850.58, compared to RMB 1,994,698,977.41 at the end of 2022, marking an increase of about 6.2%[16] Liabilities and Equity - Total liabilities reached RMB 8,545,779,944.58, up from RMB 8,270,219,406.44, which is an increase of about 3.3%[18] - The equity attributable to shareholders at the end of the reporting period was CNY 1,746,595,107.01, which is a 2.30% increase from the previous year-end[7] - The company's equity attributable to shareholders was RMB 1,746,595,107.01, compared to RMB 1,707,264,072.79 at the end of 2022, reflecting a growth of approximately 2.3%[18] - Short-term borrowings increased to RMB 1,801,283,262.38 from RMB 1,520,784,042.81, representing a rise of approximately 18.5%[18] Operational Insights - The company reported a significant increase in business scale, contributing to the growth in operating revenue[11] - The company incurred approximately ¥164.68 million in cash outflows from investing activities in Q1 2023, compared to ¥59.32 million in Q1 2022, indicating a significant increase in investment expenditures[25] - Research and development expenses for Q1 2023 were approximately ¥19.73 million, a significant increase of 52.1% from ¥12.99 million in Q1 2022[21] Government Support and Accounting Changes - The company received government subsidies amounting to CNY 2,330,452.68 during the reporting period[8] - The company announced the implementation of new accounting standards starting in 2023, which will affect the financial statements from the beginning of the year[26] Employee Compensation - The company reported a decrease in employee compensation payable to RMB 33,861,952.02 from RMB 68,205,310.96, a reduction of approximately 50.3%[18] Market and Product Development - The company has not disclosed any new product or technology developments, market expansion, or acquisition strategies in the current report[15]

关于召开 2022 年度业绩说明会暨现金分红说明会的公告 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： 会 议 问 题 征 集 ： 投 资 者 可 于 2023 年 5 月 12 日 前 访 问 网 址 https://eseb.cn/146X5KkbLi0 或扫描下方小程序码，点击"进入会议"进行会前 提问，公司将通过本次业绩说明会上，在信息披露允许范围内就投资者普遍关注 的问题进行回答。 证券代码：605287 证券简称：德才股份 公告编号：2023-032 德才装饰股份有限公司 四、投资者参加方式 投 资 者 可 于 2023 年 5 月 12 日 （ 星 期 五 ） 15:00-16:00 通过网址 https://eseb.cn/146X5KkbLi0 或使用微信扫一扫以下小程序码即可进入参与互动 交流。投资者可于 2023 年 5 月 12 日前进行访问，点击"进入会议"进行会前提 问，公司将通过本次业绩说明会上，在信息披露允许范围内就投资者普遍关注的 问题进行回答。 五、联系部门及咨询办法 一、 ...

证券代码：605287 证券简称：德才股份 德才装饰股份有限公司 投资者关系活动记录表 编号：2022-001 | --- | --- | --- | --- | --- | --- | --- | |------------------------|---------------------------------------------------------|-------------------------------------------------------------------------------------------------------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | 投资者关系活动类别 | ☐ 特定对象调研 | ☐ 分析师会议 | | | | | | | ☐ 媒体采访 | 业绩说明会 | | | | | | | ☐新闻发布会 | ☐路演活动 | | | | | | | ☐ 现场参观 | | | | | | | | ☐ 其他（请文字说明其他活动内容） | | | | | | | ...

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： 2022 年第三季度报告 德才装饰股份有限公司 2022 年第三季度报告 证券代码：605287 证券简称：德才股份 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务 信息的真实、准确、完整。 第三季度财务报表是否经审计 □是 √否 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。 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 | | | 本报告期 | | 年初至报告 | | --- | --- | --- | --- | --- | | 项目 | 本报告期 | 比上年同 | 年初至报告期末 | 期末比上年 | | | | 期增减变 | | 同期增减变 | | | | 动幅度(%) | | 动幅度(%) | | 营业收入 | 1,024,951,945.14 | 3.85 | 3,378,543,694.5 ...

Financial Performance - The company's operating revenue for the first half of 2022 was ¥2,353,591,749.41, representing a 5.14% increase compared to ¥2,238,591,595.86 in the same period last year[20]. - The net profit attributable to shareholders for the first half of 2022 was ¥101,256,219.84, a decrease of 18.20% from ¥123,784,497.28 in the previous year[20]. - The net cash flow from operating activities increased by 73.60% to ¥341,181,758.30, compared to ¥196,527,701.41 in the same period last year[20]. - Basic earnings per share for the first half of 2022 were ¥1.01, down 38.79% from ¥1.65 in the same period last year[21]. - The diluted earnings per share also decreased to ¥1.01 from ¥1.65, marking a 38.79% decline[22]. - The weighted average return on equity dropped to 6.45%, a decrease of 10.43 percentage points from 16.88% in the previous year[22]. - The total comprehensive income for the first half of 2022 was CNY 90,921,966.43, reflecting the company's performance during this period[177]. Assets and Liabilities - The total assets as of June 30, 2022, were ¥9,021,075,301.72, reflecting a 7.44% increase from ¥8,396,133,855.23 at the end of the previous year[20]. - The total liabilities as of June 30, 2022, were CNY 7,331,316,558.95, compared to CNY 6,817,519,714.06 at the start of the period, representing a rise of approximately 7.5%[144]. - The company's asset-liability ratio is high, primarily due to short-term borrowings and accounts payable, which may lead to significant short-term payment pressure[73]. - The total current assets as of June 30, 2022, amounted to CNY 8,122,736,135.17, an increase from CNY 7,655,181,219.99 at the beginning of the period, reflecting a growth of approximately 6.1%[142]. Cash Flow - The company's cash flow from operating activities reached 341 million yuan, a year-on-year increase of 73.60%, indicating improved collection capabilities[48]. - The net cash outflow from investing activities was RMB -199,263,499.39, significantly higher than RMB -7,742,864.10 in the first half of 2021, indicating increased investment activity[159]. - The ending cash and cash equivalents balance was RMB 1,001,018,582.84, down from RMB 1,382,988,246.10 at the end of the previous year[160]. Business Strategy and Market Position - The company aims to accelerate its green and smart transformation in response to the national dual carbon strategy, focusing on five key areas: green, smart, lean, humanistic, and livelihood[32]. - The construction industry is experiencing rapid growth due to urbanization and government initiatives in new infrastructure, with a focus on intercity high-speed rail and digitalization[30]. - The company is actively responding to the government's call for orderly urban renewal and enhancing municipal facilities and disaster prevention capabilities[30]. - The company is committed to creating a green, smart, and beautiful living environment, leveraging its full industry chain advantages[32]. Risk Management and Challenges - The company faces management risks due to rapid expansion, necessitating improvements in management mechanisms to adapt to market changes[75]. - Rising labor and material costs are impacting profitability, with the company planning to enhance supply chain management to mitigate risks[77]. - The company has strengthened its internal management and risk management capabilities to better respond to macroeconomic fluctuations[70]. Shareholder and Governance - The company held its annual general meeting on May 25, 2022, where the election of the fourth board of directors and supervisors was approved, resulting in a board of 8 members and a supervisory board of 3 members[86]. - The company has established a profit distribution policy to enhance shareholder returns, ensuring transparency and stability in dividend distribution[117]. - The controlling shareholder and actual controller, Ye Decai, committed to avoiding related party transactions and ensuring fair dealings in accordance with legal regulations[109]. Environmental and Social Responsibility - The company is committed to achieving carbon neutrality by integrating green concepts into its operations, focusing on low-carbon and environmentally friendly practices across its supply chain[97]. - The company emphasizes social responsibility as a core mission, actively participating in carbon reduction and environmental protection initiatives[98]. - The company has implemented measures to ensure compliance with environmental regulations, with no administrative penalties reported during the reporting period[95]. Innovation and Technology - The company holds over 600 patents, including 18 invention patents, and has published 23 standards, emphasizing its commitment to technological innovation and research[43]. - The company has implemented a digital transformation strategy, successfully selected as a typical case for digital transformation in the decoration industry by the China Listed Companies Association[45]. - The company is leveraging advanced digital technologies such as BIM, VR, and AR to improve construction efficiency and quality, with significant applications in various projects[55].

Financial Performance - The company's operating revenue for 2021 was approximately RMB 5.04 billion, representing an increase of 8.73% compared to RMB 4.64 billion in 2020[22]. - The net profit attributable to shareholders for 2021 was approximately RMB 139.72 million, a decrease of 23.79% from RMB 183.32 million in 2020[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately RMB 135.02 million, down 21.09% from RMB 171.10 million in 2020[22]. - The net cash flow from operating activities for 2021 was approximately RMB 126.06 million, a decrease of 58.47% compared to RMB 303.58 million in 2020[23]. - The total assets at the end of 2021 were approximately RMB 8.40 billion, an increase of 26.08% from RMB 6.66 billion at the end of 2020[23]. - The net assets attributable to shareholders at the end of 2021 were approximately RMB 1.52 billion, an increase of 126.65% from RMB 671.64 million at the end of 2020[23]. - Basic earnings per share decreased by 34.43% to 1.60 RMB per share compared to 2020[24]. - The weighted average return on equity dropped by 15.22 percentage points to 12.74%[24]. - The overall gross margin increased by 0.89 percentage points to 14.01% in 2021, despite rising labor and material costs[37]. - The gross profit margin for the decoration and renovation business was 17.74%, an increase of 1.78 percentage points compared to the previous year[86]. - The gross margin improved to 40%, up from 35% in the previous year, reflecting better cost management[165]. Project and Market Expansion - The company signed a total of 350 new projects with a cumulative contract value of 6.857 billion RMB[35]. - Revenue from new urban construction increased by over 100% in 2021, with significant projects including the Qingdao Airport Comprehensive Bonded Zone and multiple old community renovation projects[40]. - The EPC project revenue increased by approximately 278% year-on-year in 2021, driven by a focus on public health, old community renovation, and photovoltaic installation projects[48]. - The company expanded its market presence by establishing wholly-owned subsidiaries in cities such as Shenzhen, Shanghai, Jinan, and Zibo[36]. - The marketing network was expanded to major cities, establishing centers in Shanghai and Shenzhen, enhancing national coverage[42]. - The company plans to enhance its market presence by improving marketing strategies in key regions such as East China, South China, and Southwest China, while expanding into urban renewal and rural revitalization projects[136]. Research and Development - Increased research and development investments were made in new urban construction and new infrastructure, focusing on innovation in new materials, technologies, and processes[36]. - Research and development expenses increased by 72.35%, reflecting the company's commitment to new technology and innovation[82]. - The company added 61 new patents in 2021, bringing the total to over 600 patents, including 12 invention patents[73]. - The company is actively involved in the development of new materials and technologies, including energy-efficient windows and photovoltaic systems[74]. - The company has established a technology committee to enhance organizational structure and management systems, focusing on regular publication of technical achievements[73]. Governance and Management - The company has established a governance structure in compliance with relevant laws and regulations, ensuring proper operation of the shareholders' meeting, board of directors, and supervisory board[152]. - The board of directors consists of eight members, including three independent directors, and has established specialized committees to enhance governance[155]. - The supervisory board is responsible for overseeing the company's management and financial status, ensuring the interests of the company and shareholders are protected[156]. - The company emphasizes investor relations management, utilizing various communication channels to keep investors informed about its operational status and development prospects[160]. - The management team has been stable, with many members serving in their roles for several years, which may contribute to consistent strategic direction[168]. Sustainability and Social Responsibility - The company emphasizes the trend towards green and low-carbon development in the construction industry, aligning with national policies[124]. - The company aims to achieve a green building industry chain system by responding to the national "3060" carbon peak and carbon neutrality strategy, focusing on new materials, technologies, and processes[129]. - The company actively integrates green concepts into its operations, aiming for a "3060" carbon reduction target and promoting low-carbon, environmentally friendly practices[197]. - The company has undertaken multiple urban renewal projects, significantly improving living conditions in old residential areas[199]. - The company has contributed to pandemic response efforts by constructing various medical facilities, with 28 related projects in the past three years[200]. Financial Management and Risks - The company has a high debt-to-asset ratio, primarily due to short-term borrowings and accounts payable, which may create significant financial pressure if repayment is concentrated[147]. - The company's accounts receivable balance is large, with a high proportion of accounts receivable net amount to total assets, posing risks to cash flow and operational performance if not collected timely[146]. - Rapid expansion of the company may lead to management risks, necessitating improvements in management mechanisms to adapt to market changes[148]. - The construction industry in China is experiencing increased pressure due to intensified market competition, collection difficulties, and rising management costs, despite overall growth in production and operational scale[50]. Employee and Talent Management - The company has implemented a comprehensive training system for various personnel, achieving a 90% recruitment rate for key positions[185]. - The company has established a five-year talent development plan, focusing on cultivating project management and design talents[185]. - The number of R&D personnel increased to 203, representing a 185.92% growth, with 84.73% of them under 40 years old[96][99]. - Employee headcount increased by 15% to support growth initiatives, totaling 1,200 employees[165]. Dividend and Shareholder Relations - The company plans to distribute a cash dividend of RMB 1.50 per 10 shares, totaling an estimated distribution of RMB 15 million[187]. - The company has a cash dividend policy that aligns with its articles of association and shareholder resolutions, ensuring clarity and completeness in decision-making processes[188]. - The company reported a positive net profit available for distribution to shareholders during the reporting period, but did not propose a cash profit distribution plan[189].