江苏长龄液压股份有限公司 董事会议事规则 第一章 总则 第一条 为明确江苏长龄液压股份有限公司（以下简称"公司"）董事会的 职责权限，规范董事会组织、董事行为及操作规则，充分发挥董事会的作用，督 促董事正确履行其权利和义务，完善公司的法人治理结构，根据《中华人民共和 国公司法》《中华人民共和国证券法》《上市公司治理准则》《上海证券交易所 股票上市规则》（以下简称《股票上市规则》）、《上市公司独立董事管理办法》 （以下简称《管理办法》）等法律法规、规范性文件，以及《江苏长龄液压股份 有限公司章程》（以下简称"《公司章程》"）的有关规定，特制订本规则，作 为董事及董事会运作的行为准则。 第二章 董事会的组成和职权 第二条 公司依法设立董事会，董事会受股东大会的委托，负责经营和管理 公司的法人财产。董事会对股东大会负责，在《公司章程》和股东大会赋予的职 权范围内行使职权。 第三条 公司董事会由 5 名董事组成，其中独立董事 2 名，设董事长 1 名。 董事可以由高级管理人员兼任，但兼任高级管理人员以及由职工代表担任的 董事，总计不得超过公司董事总数的 1/2。 公司独立董事必须保持独立性。独立董事应当每年对独立性情 ...

江苏长龄液压股份有限公司 股东大会议事规则 第一章 总则 第一条 为规范江苏长龄液压股份有限公司（以下简称"公司"）的公司行 为，保证股东大会依法行使职权，根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）等法律法规、规范 性文件，以及《江苏长龄液压股份有限公司章程》（以下简称"《公司章程》"）的 有关规定，制订本规则。 第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关 规定召开股东大会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东大会。公司全体董事应 当勤勉尽责，确保股东大会正常召开和依法行使职权。 第三条 股东大会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东大会分为年度股东大会和临时股东大会。年度股东大会每年召 开一次，应当于上一会计年度结束后的六个月内举行。临时股东大会不定期召开， 出现《公司法》第一百条规定的应当召开临时股东大会的情形时，临时股东大会 应当在两个月内召开。 公司在上述期限内不能召开股东大会的，应当报告公司所在地中国证监会派 出机构和上海证券交易所，说明原因并公 ...

江苏长龄液压股份有限公司 章 程 二〇二四年一月 | 目 | 录 | 1 | | --- | --- | --- | | 第一章 总 | 则 | 1 | | 第二章 | 经营宗旨和范围 2 | | | 第三章 股 | 份 | 2 | | 第一节 | 股份发行 | 2 | | 第二节 | 股份增减和回购 | 3 | | 第三节 | 股份转让 | 4 | | 第四章 | 股东和股东大会 5 | | | 第一节 股 | 东 | 5 | | 第二节 | 股东大会的一般规定 | 7 | | 第三节 | 股东大会的召集 | 9 | | 第四节 | 股东大会的提案与通知 | 11 | | 第五节 | 股东大会的召开 | 12 | | 第六节 | 股东大会的表决和决议 | 15 | | 第五章 | 董事会 | 20 | | 第一节 | 董事 | 20 | | 第二节 | 董事会 | 23 | | 第六章 | 总经理及其他高级管理人员 27 | | | 第七章 | 监事会 | 29 | | 第一节 | 监事 | 29 | | 第二节 | 监事会 | 30 | | 第八章 | 财务会计制度、利润分配和审计 31 | | | 第一 ...

2023 年第三季度报告 证券代码：605389 证券简称：长龄液压 江苏长龄液压股份有限公司 2023 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、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 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 | 年初至报告期 末比上年同期 | | --- | --- | --- | --- | --- | | | | 减变动幅度 | | 增减变动幅度 | | | | (%) | | (%) | | 营业收入 | 174,324,151.04 | -17.34 | 575,724,664.89 | -11.69 | ...

2023 年半年度报告 公司代码：605389 公司简称：长龄液压 江苏长龄液压股份有限公司 2023 年半年度报告 1 / 146 2023 年半年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、 完整性，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。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人夏继发、主管会计工作负责人朱芳及会计机构负责人（会计主管人员）李彩华声 明：保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 不适用 六、 前瞻性陈述的风险声明 √适用 □不适用 本报告所涉及的未来计划、发展战略等前瞻性陈述不构成公司对投资者的实质承诺，投资者 及相关人士均应当对此保持足够的风险认识，并且应当理解计划、预测与承诺之间的差异。敬请 投资者注意投资风险。 七、 是否存在被控股股东及其他关联方非经营性占用资金情况 否 八、 是否存在违反规定决策程序对外提供担保的情况？ 否 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实 ...

2023 年第一季度报告 证券代码：605389 证券简称：长龄液压 江苏长龄液压股份有限公司 2023 年第一季度报告 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、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。 第一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减 | | --- | --- | --- | | | | 变动幅度(%) | | 营业收入 | 203,928,062.71 | -26.51 | | 归属于上市公司股东的净利润 | 26,444,758.91 | -37.34 | | 归属于上市公司股东的扣除非经常 | 24,422,487.96 | -38.57 | | 性损益 ...

Financial Performance - Revenue for 2022 was 896.35 million yuan, a decrease of 1.12% compared to 2021[25] - Net profit attributable to shareholders in 2022 was 127.13 million yuan, a decrease of 36.91% compared to 2021[25] - Cash flow from operating activities in 2022 was 108.52 million yuan, a slight increase of 0.15% compared to 2021[25] - Total assets at the end of 2022 were 2.06 billion yuan, an increase of 0.36% compared to the end of 2021[25] - The company's total equity attributable to shareholders at the end of 2022 was 1.85 billion yuan, an increase of 3.85% compared to the end of 2021[25] - The company's net profit after deducting non-recurring gains and losses in 2022 was 109.48 million yuan, a decrease of 43.92% compared to 2021[25] - Basic earnings per share decreased by 41.14% to 0.93 yuan per share in 2022 compared to 1.58 yuan per share in 2021[26] - Net profit attributable to shareholders of the listed company decreased by 36.91% to 127 million yuan in 2022[34] - Total operating revenue in 2022 was 896 million yuan, a decrease of 1.12% year-on-year[34] - Weighted average return on equity decreased by 6.71 percentage points to 7.02% in 2022[26] - Revenue from the mechanical equipment sector was 885.57 million yuan, with a gross profit margin of 24.25%, a decrease of 8.70 percentage points year-on-year[55] - Revenue from the tensioning device product was 390.60 million yuan, a year-on-year decrease of 25.30%, with a gross profit margin of 26.64%, a decrease of 3.40 percentage points[56] - Revenue from the central rotary joint product was 257.13 million yuan, a year-on-year decrease of 26.98%, with a gross profit margin of 29.83%, a decrease of 7.42 percentage points[56] - Domestic revenue was 877.32 million yuan, a year-on-year decrease of 2.01%, with a gross profit margin of 24.12%, a decrease of 8.82 percentage points[56] - Overseas revenue was 8.24 million yuan, a year-on-year increase of 25.85%, with a gross profit margin of 38.74%, an increase of 4.11 percentage points[56] - Sales of central rotary joints were 179,907 units, a year-on-year decrease of 24.65%[57] - Sales of tensioning devices were 273,121 units, a year-on-year decrease of 21.58%[57] - Sales of castings were 20,629.46 tons, a year-on-year increase of 2,093.11%[57] - Direct materials cost for mechanical equipment manufacturing increased by 6.92% to 476,107,738.83 yuan, accounting for 70.98% of total costs[59] - Direct labor cost for mechanical equipment manufacturing rose by 17.68% to 48,989,759.58 yuan, representing 7.30% of total costs[59] - Manufacturing expenses for mechanical equipment manufacturing surged by 23.73% to 145,682,628.68 yuan, making up 21.72% of total costs[59] - Sales revenue from compressor parts and other castings by subsidiary Changling Precision reached 232 million yuan[61] - Top five customers accounted for 63.55% of total sales, with sales amounting to 569,615,500 yuan[62] - Top five suppliers accounted for 25.92% of total procurement, with procurement amounting to 158,688,300 yuan[62] - R&D expenses decreased by 8.09% to 34,373,762.74 yuan, representing 3.83% of total revenue[63][65] - Net cash flow from operating activities increased slightly by 0.15% to 108,521,367.11 yuan[68] - Net cash flow from financing activities decreased significantly by 106.75% to -58,400,040.00 yuan[68] - Net increase in cash and cash equivalents dropped by 122.38% to -130,244,341.73 yuan[68] - Monetary funds decreased by 16.72% to 674,376,636.40 yuan, accounting for 32.78% of total assets[71] - Trading financial assets increased by 466.67% to 170,000,000.00 yuan, accounting for 8.26% of total assets[71] - Other current assets decreased by 81.29% to 4,244,190.02 yuan, accounting for 0.21% of total assets[71] - Investment property increased by 535.72% to 174,861,184.98 yuan, accounting for 8.50% of total assets[71] - Fixed assets decreased by 17.21% to 390,324,505.70 yuan, accounting for 18.97% of total assets[71] - Construction in progress decreased by 58.79% to 23,296,010.46 yuan, accounting for 1.13% of total assets[71] - Intangible assets decreased by 43.81% to 64,167,752.35 yuan, accounting for 3.12% of total assets[71] - Accounts payable decreased by 25.54% to 116,056,505.51 yuan, accounting for 5.64% of total assets[71] - Taxes payable increased by 179.51% to 10,581,508.15 yuan, accounting for 0.51% of total assets[71] - Deferred income increased by 104.29% to 19,914,298.58 yuan, accounting for 0.97% of total assets[71] - The company achieved revenue of 896 million yuan in 2022, a year-on-year decrease of 1.12%, and net profit attributable to shareholders of 127 million yuan, a year-on-year decrease of 36.91%[51] - Changling Hydraulics' operating revenue for 2022 was RMB 896.35 million, primarily from the R&D, production, and sales of hydraulic components and precision castings[197] - The company's accounts receivable balance as of December 31, 2022, was RMB 350.15 million, with a bad debt provision of RMB 17.58 million, resulting in a net book value of RMB 332.57 million[199] Dividend Distribution - The company plans to distribute a cash dividend of 3.50 yuan per 10 shares, totaling 47.69 million yuan, representing 37.52% of the net profit attributable to shareholders in 2022[6] - Total cash dividends distributed for the year amounted to RMB 47,693,366.00, representing 37.52% of the net profit attributable to shareholders[128] - The company's cash dividend policy ensures a minimum of 10% of distributable profits is allocated for cash dividends annually, with a cumulative cash dividend ratio of at least 30% over three years[125] - The company's profit distribution plan prioritizes cash dividends when conditions are met, with a minimum cash dividend ratio of 80% for mature companies without major capital expenditures[125] Product and Market Performance - Excavator sales in 2022 totaled 261,346 units, a year-on-year decrease of 23.8%[26] - The company has expanded the application scenarios of existing products, with central rotary joints already supplied in bulk to well-known aerial work vehicle manufacturers such as Zhejiang Dingli, Jialing, and Ousheng[35] - The company has developed new products, including rotary reducers for construction machinery, which are being supplied in small batches to domestic manufacturers such as Lingong and XCMG[35] - The company has established partnerships with domestic photovoltaic component and bracket manufacturers for rotary reducers used in photovoltaic tracking brackets, currently in the small-batch testing and performance verification phase[35] - The company's main products, such as central rotary joints and tensioning devices, are widely used in excavators, aerial work platforms, and other engineering machinery, with major clients including Sany, XCMG, Caterpillar, and Lingong[41] - The company has developed new rotary reducers for construction machinery, which are being supplied in small batches to multiple downstream clients, while rotary reducers for photovoltaic applications are currently in the trial and installation phase[41] - The company's central rotary joint products have met the 3000-hour standard for foreign machine assessment, demonstrating high product quality and reliability[47] - The company's products are mainly sold domestically, with a small portion sold overseas[45] - The company's products are widely used in engineering machinery, compressors, and automotive components, with downstream customers including Emerson, Daikin, ZF, and Panasonic[42] - The company has significant regional advantages, allowing it to quickly respond to customer needs due to its proximity to major equipment manufacturing hubs[49] R&D and Innovation - In 2022, the company added 23 new patents, including 1 invention patent, bringing the total number of valid patents to 94, with 17 being invention patents[35] - The company has a strong R&D capability, with a provincial-level engineering research center for heavy machinery hydraulic central rotary technology, and has successfully developed multiple products with independent intellectual property rights[40] - The company has developed a multi-channel hydraulic central rotary device for heavy machinery with independent intellectual property rights[49] - The company has over 90 patents and has successfully developed products with high technological content and strong market competitiveness[49] - The company's precision casting subsidiary, Changling Precision, has formed a comprehensive service system including product design, mold development, casting processes, and machining processes[42] - The company plans to accelerate the development of intelligent, high-pressure, multi-channel hydraulic rotary devices and promote the industrialization of high-end hydraulic core components to achieve import substitution[79] - The company is developing a diversified product line, including rotary reducers for construction machinery and photovoltaic tracking systems, with small-scale supply already initiated for downstream manufacturers[80] - The company is enhancing its integrated operations by upgrading casting production lines to improve raw material self-sufficiency and quality control, supporting R&D and innovation in hydraulic components[81] - The company is acquiring a 70% stake in Jiangyin Shangchi Machinery Equipment Co., Ltd., a leading global manufacturer of photovoltaic rotary drives, to strengthen its position in the photovoltaic rotary reducer market[82] - The company is expanding the application scenarios of its existing products, such as central rotary joints, and increasing sales efforts for rotary reducers in construction machinery[83] Corporate Governance and Management - The company has a well-established corporate governance structure, including a board of directors and a supervisory board, ensuring compliance with legal and regulatory requirements[90][91] - The board of directors consists of 5 members, including 2 independent directors, and has held 6 meetings during the reporting period[91] - The supervisory board includes 3 members, with 2 non-employee representatives and 1 employee representative, effectively overseeing the company's financial and managerial activities[91] - The company held its 2021 annual general meeting on May 10, 2022, and its first interim meeting of 2022 on September 7, 2022, with resolutions published on the Shanghai Stock Exchange website[92] - Chairman Xia Jifa's shareholding increased from 42,000,000 shares to 58,800,000 shares, a 40% increase due to capital reserve conversion[97] - General Manager Xia Zemin's shareholding increased from 28,000,000 shares to 39,200,000 shares, a 40% increase due to capital reserve conversion[97] - Total shareholding of directors, supervisors, and senior management increased from 70,000,000 shares to 98,000,000 shares, a 40% increase[97] - Chairman Xia Jifa received a pre-tax remuneration of 569,800 RMB[97] - General Manager Xia Zemin received a pre-tax remuneration of 515,700 RMB[97] - Total pre-tax remuneration for all directors, supervisors, and senior management amounted to 3,660,300 RMB[97] - Liu Basi has been serving as the Deputy Section Chief of the Equipment Department and Supervisor of the company since July 2018[102] - Zai Zhengping has been serving as the Deputy General Manager and Board Secretary of the company since July 2018[102] - Zhu Fang has been serving as the Deputy General Manager and Financial Director of the company since July 2018[102] - Chen Weiguo has been serving as the Deputy General Manager of the company since July 2018[102] - Dang Yongsheng has been serving as the Deputy General Manager of the company since August 2021[102] - Xia Jifa holds multiple executive positions in various subsidiaries and affiliated companies, including Executive Director of Jiangsu Changling Precision Machinery Manufacturing Co., Ltd. since October 2021[105] - Xia Jifa also serves as the Executive Director of Jiangyin Changling Metal Materials Co., Ltd. since March 2018[105] - Xia Jifa is a Director of Xuanhan Chengmin Village Bank Co., Ltd. since September 2008[105] - Xia Jifa holds the position of Executive Director and General Manager of Jiangyin Changling Automation Technology Co., Ltd. since May 2015[105] - Xia Jifa is a Director of Haide Huijin Venture Capital Jiangyin Co., Ltd. since March 2011[105] - The company's subsidiaries underwent changes in business scope and revisions to their articles of association, approved by the Board of Directors in 2022[109] - The Audit Committee held 4 meetings in 2022, reviewing financial reports, budget proposals, and internal control evaluations[113] - The Nomination Committee held 1 meeting in 2022, focusing on the review of the 2021 Board Nomination Committee report and the suitability of directors and senior management[114] - The Compensation and Evaluation Committee held 1 meeting in 2022, summarizing the 2021 work and formulating the 2022 compensation and evaluation plan for directors, supervisors, and senior management[116] - The Strategy Committee held 1 meeting in 2022, summarizing the 2021 work and formulating the company's development plan for 2022[117] - The Board of Directors held 11 meetings in 2022, with all directors attending all meetings without any absences[110] - The company's senior management compensation is linked to profitability, aligning incentives with company performance[129] - The company has a clear and transparent cash dividend policy, with independent directors fulfilling their roles effectively[126] - The company's internal control system is continuously improved to ensure compliance and operational efficiency[130] - The company has established a comprehensive internal control system, which was audited and received a standard unqualified opinion[131] - The company's training program includes onboarding for new employees within one week and regular exchanges for management and technical staff to enhance skills[122] - The company's labor outsourcing totaled 65,881 hours, with a total payment of RMB 2,048,056.19[123] - The company and its subsidiaries strictly comply with national and local environmental laws and regulations, and no environmental penalties were imposed during the reporting period[134] - The company has implemented measures such as using rooftop photovoltaic power generation in its own factories to reduce carbon emissions[136] - The company and its subsidiaries donated RMB 100,000 to the Jiangyin Charity Association during the reporting period[137] - The company invested RMB 44,300 in purchasing 10 acres of apple trees in Yanchuan County to support poverty alleviation and rural revitalization[137] - The company's actual controllers, shareholders, and related parties have fulfilled their commitments regarding share lock-up periods and other obligations during the reporting period[139] - The company's directors, supervisors, and senior management have committed to not transferring shares exceeding 25% of their holdings annually during their tenure[141] - The company's controlling shareholders and actual controllers have committed to resolving potential conflicts of interest and maintaining share lock-up periods post-IPO[142] - The company commits to not transferring or reducing its shares in Ningbo Lanhai Haolong within 36 months after the stock listing[143] - The company will use no more than 10% of its total issued shares for stock repurchases to stabilize stock prices[144] - The company will use funds including self-owned funds, funds raised from issuing preferred stocks and bonds, and funds from financial institution loans for stock repurchases[144] - The company will use no less than 10% and no more than 30% of the net profit attributable to the parent company's shareholders in the most recent fiscal year for stock repurchases[144] - The controlling shareholder and actual controller will use no less than 10% and no more than 30% of the cash dividends received from the company in the previous fiscal year to increase their holdings of the company's stock[146] - Directors (excluding independent directors) and senior management will use no less than 10% and no more than 30% of their after-tax salary from the previous fiscal year to increase their holdings of the company's stock[147] - The company will require newly appointed directors (excluding independent directors) and senior management to commit to stabilizing the company's stock price within three years of the company's listing[147] - The company will hold a shareholders' meeting to review measures to fill the immediate return dilution caused by this financing[148] - The company's controlling shareholders and actual controllers have committed to not engaging in any activities that would harm the company's interests, including not using company assets for personal investments or consumption unrelated to their duties[149] - The company has no significant litigation or arbitration matters during the reporting period[154] - The company and its directors, supervisors, senior management, controlling shareholders, and actual controllers did not face any penalties during the reporting period[155] - The company and its controlling shareholders and actual controllers maintained good credit status, with no significant debts overdue or court judgments unfulfilled[156] - The company renewed its contract with Tianjian Accounting Firm (Special General Partnership) as its financial and internal control audit institution for 2022, with a contract value of RMB 754,716.98[153] - The company's internal control audit was conducted by Tianjian Accounting Firm (Special General Partnership) at a cost of RMB 188,679.25[154] - The company has no significant related-party transactions involving asset or equity acquisitions or sales during the reporting period[158] - The company has no significant related-party transactions involving joint external investments during the reporting period[158] - The company has no significant related-party transactions involving financial business with related financial companies during the reporting period[160] - The company has leased a total of 73,423,333.82 RMB worth of assets, including

2022 年第三季度报告 证券代码：605389 证券简称：长龄液压 (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 | 年初至报告期 末比上年同期 | | --- | --- | --- | --- | --- | | | | 减变动幅度 | | 增减变动幅度 | | | | (%) | | (%) | | 营业收入 | 210,898,487.14 | 32.27 | 651,908,085.33 | -3.89 | | 归属于上市公司股东的 | 26,847,057.45 | -27.91 | 94,469,130.48 | -40.09 | | 净利润 | | | | | | 归属于上市公司股东的 扣除非经常性损益的净 | 26,639,894.01 | -25.90 | 91,217,541.13 | -41.07 | | 利润 | | | | | 1 / 18 江苏长龄液压股份有限公司 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 ...

2022 年第一季度报告 证券代码：605389 证券简称：长龄液压 江苏长龄液压股份有限公司 2022 年第一季度报告 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个别及连带责任。 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、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 务报表信息的真实、准确、完整。 第一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 | | --- | --- | --- | | | | 减变动幅度(%) | | 营业收入 | 277,496,693.92 | -4.25 | | 归属于上市公司股东的净利润 | 42,201,819.32 | -42.06 | | 归属于上市公司股东的扣除非经 | 39,758,763.71 | -44.93 | | ...