中信建投证券股份有限公司 关于北京沃尔德金刚石工具股份有限公司 向特定对象发行限售股上市流通的核查意见 中信建投证券股份有限公司（以下简称"中信建投证券"、"独立财务顾问"） 作为北京沃尔德金刚石工具股份有限公司（以下简称"沃尔德"、"公司"、"上市公 司"）本次发行股份及支付现金购买资产并募集配套资金暨关联交易项目的独立 财务顾问，根据《上市公司重大资产重组管理办法》《上市公司并购重组财务顾 问业务管理办法》《上市公司证券发行注册管理办法》《上海证券交易所科创板股 票上市规则》等有关法律法规和规范性文件的要求，对本次募集配套资金向特定 对象发行限售股上市流通情况进行了核查，情况如下： 一、本次上市流通的限售股类型 根据中国证券监督管理委员会于 2022 年 7 月 19 日出具的《关于同意北京沃 尔德金刚石工具股份有限公司向张苏来等发行股份购买资产并募集配套资金注 册的批复》（证监许可〔2022〕1554 号），同意北京沃尔德金刚石工具股份有限公 司向 29 名交易对方发行 15,089,743 股股份购买相关资产的注册申请。 新增股份已于 2022 年 8 月 29 日在中国证券登记结算有限责任公司上海分 ...

北京沃尔德金刚石工具股份有限公司 向特定对象发行限售股上市流通公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 一、本次上市流通的限售股类型 证券代码：688028 证券简称：沃尔德 公告编号：2023-031 根据中国证券监督管理委员会于 2022 年 7 月 19 日出具的《关于同意北京沃 尔德金刚石工具股份有限公司向张苏来等发行股份购买资产并募集配套资金注 册的批复》（证监许可〔2022〕1554 号），同意北京沃尔德金刚石工具股份有限 公司（以下简称"公司""上市公司"或"沃尔德"）向张苏来、钟书进等 29 名 交易对方发行 15,089,743 股股份购买相关资产的注册申请。新增股份已于 2022 年 8 月 29 日在中国证券登记结算有限责任公司上海分公司（以下简称"登记结 算公司"）办理完成股票登记手续，公司总股本由 80,000,000 股变更为 95,089,743 股。 本次上市流通的限售股类型为向特定对象发行限售股，涉及限售股东 3 名， 对应股份数 4,743,792 股，占当前 ...

证券代码：688028 证券简称：沃尔德 公告编号：2023-020 北京沃尔德金刚石工具股份有限公司 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、准确性和完整性依法承担法律责任。 重要内容提示： 公司董事长、总经理陈继锋先生，独立董事李大开先生，财务总监许伟先生， 董事会秘书陈焕超先生（注：如有特殊情况，参会人员可能进行调整）。 投资者可于 2023 年 05 月 22 日(星期一) 至 05 月 26 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 688028@worldiatools.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。 北京沃尔德金刚石工具股份有限公司（以下简称"公司"）已于 2023 年 4 月 20 日发布公司 2022 年年度报告、2023 年 4 月 24 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 年第一季度经 营成果、财务状况，公 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 107,810,680.56, representing a year-on-year increase of 56.34%[2] - The net profit attributable to shareholders was CNY 10,242,509.20, reflecting a growth of 43.32% compared to the same period last year[2] - Operating profit for Q1 2023 was CNY 11,773,560.16, up 30.5% from CNY 9,027,273.25 in the same period last year[17] - Net profit attributable to shareholders of the parent company for Q1 2023 was CNY 10,242,509.20, representing a 43.5% increase from CNY 7,146,606.07 in Q1 2022[17] - The company reported a gross profit margin of approximately 43.4% in Q1 2023, compared to 50.2% in Q1 2022[16] - The total comprehensive income for Q1 2023 was CNY 7,837,819.63, down from CNY 16,496,178.34 in the same quarter last year[29] Research and Development - Research and development expenses totaled CNY 11,240,126.29, which is an increase of 80.81% year-on-year, accounting for 10.43% of operating revenue[3] - Research and development expenses increased to CNY 11,240,126.29 in Q1 2023, up 80.8% from CNY 6,216,679.23 in Q1 2022, indicating a focus on innovation[16] - Research and development expenses increased to CNY 3,358,392.19, up 38.5% from CNY 2,425,764.76 in the same period last year[28] Cash Flow and Liquidity - The net cash flow from operating activities was CNY 26,410,628.04, attributed to increased sales collections[7] - In Q1 2023, the company reported operating cash inflow of ¥158,913,649.43, a significant increase of 119.9% compared to ¥72,388,588.58 in Q1 2022[20] - The net cash flow from operating activities was ¥26,410,628.04, recovering from a negative cash flow of -¥9,749,056.09 in the same period last year[20] - The company’s cash and cash equivalents at the end of Q1 2023 were ¥409,338,844.04, down from ¥449,544,924.44 at the beginning of the quarter[21] - The company’s net cash flow from investing activities was -¥46,183,975.03, worsening from -¥17,962,263.98 in Q1 2022[21] - The company’s net cash flow from financing activities was -¥20,131,532.44, compared to a positive cash flow of ¥1,052,283.95 in the previous year[21] Assets and Liabilities - The total assets at the end of the reporting period were CNY 2,042,680,181.21, a decrease of 0.94% from the end of the previous year[3] - The company's current assets totaled CNY 828,375,563.68, down from CNY 871,652,993.92 at the end of 2022, indicating a decrease of about 4.96%[12] - Total liabilities decreased to CNY 151,735,334.83 in Q1 2023 from CNY 181,126,290.28 in Q1 2022, reflecting improved financial stability[16] - The total liabilities decreased to ¥75,826,853.73 from ¥106,921,539.29, indicating improved financial stability[25] - The company's total equity attributable to shareholders reached CNY 1,890,403,523.73, an increase from CNY 1,880,151,767.36 in the previous year[16] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 6,336[9] - The company's total equity rose to ¥1,759,412,177.35 from ¥1,751,574,357.72, indicating a stable growth in shareholder value[26] Market and Future Outlook - The company experienced a significant increase in revenue due to the addition of the subsidiary Xinjinquan and growing demand in the new energy vehicle and wind power sectors[6] - The company aims to expand its market presence and enhance product offerings, although specific future projections were not detailed in the report[16]

Financial Performance - The proposed cash dividend for 2022 is CNY 3.00 per 10 shares, totaling an estimated cash dividend of CNY 32,874,288.00, which accounts for 52.33% of the net profit attributable to shareholders[6]. - The company has not yet achieved profitability since its listing[5]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB in 2022, representing a year-over-year growth of 15%[24]. - The company's operating revenue for 2022 was ¥414.32 million, representing a 27.17% increase compared to ¥325.81 million in 2021[25]. - Net profit attributable to shareholders for 2022 was ¥62.82 million, up 15.37% from ¥54.45 million in 2021[25]. - The total assets at the end of 2022 reached ¥2.06 billion, a 121.38% increase from ¥931.42 million at the end of 2021[27]. - The net profit after deducting non-recurring gains and losses was ¥56.45 million, reflecting a 19.18% increase from ¥47.37 million in 2021[25]. - The gross profit margin improved to 35%, up from 30% in the previous year, reflecting better cost management and pricing strategies[24]. - The company achieved total revenue of 414.32 million yuan in 2022, a year-on-year increase of 27.17%[36]. - The company reported a total revenue of 39,189,370 million, with a year-over-year increase of 739.74 million[152]. Shareholder and Governance Matters - The board of directors has approved the profit distribution and capital reserve conversion plan, pending shareholder approval[7]. - The company emphasizes transparency and fairness in information disclosure, preventing selective disclosure and insider trading[142]. - The company has established a dedicated department for investor relations to enhance communication with shareholders, particularly small and medium-sized investors[142]. - The company held a total of 10 board meetings during the reporting period, ensuring compliance with legal and regulatory requirements for board composition and election procedures[141]. - The company conducted four shareholder meetings during the reporting period, all of which complied with legal regulations and resulted in valid resolutions[146]. - The company has established a governance structure involving the shareholders' meeting, board of directors, supervisory board, and management team[197]. - The company has implemented a comprehensive internal control system, ensuring compliance with relevant laws and regulations, and enhancing corporate governance[192]. Research and Development - The company is investing in R&D for new technologies, allocating 100 million RMB for the development of advanced diamond materials[24]. - The R&D expenditure as a percentage of operating revenue was 7.95%, down from 8.66% in 2021[26]. - The company invested 32.94 million yuan in R&D, a year-on-year increase of 16.78%, with R&D personnel accounting for approximately 13.32% of total employees[39]. - The company has filed a total of 519 patents, with 300 granted, including 42 invention patents, reflecting its commitment to innovation[39]. - The company continues to focus on innovation, as evidenced by the significant number of patents obtained and the increase in R&D investment[67]. - The company has completed the R&D of various new types of indexable milling inserts, with an investment of CNY 240,000 and a leading position in the industry, aimed at solving technical issues in general machining and automotive sectors[77]. Market Expansion and Strategy - The company is expanding its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[24]. - The company aims to enhance its product quality and market share in the high-end segment, which is currently dominated by developed countries[54]. - The company is focused on expanding its market presence in the semiconductor and aerospace industries through innovative product development and R&D efforts[76]. - The company plans to enhance its R&D investment, focusing on developing 400 sets of hard alloy CNC tool molds, covering various applications[136]. - The company aims to strengthen its international market presence through its German subsidiary, enhancing global marketing efforts[136]. Risks and Compliance - The company has detailed potential risks in the report, which investors should review[5]. - The company faces risks related to the industrialization of new products and technologies, which may not yield expected returns[89]. - The company is exposed to market competition risks as domestic and foreign competitors continue to enter the high-end tool market[91]. - The company has established a robust internal control system to ensure compliance and safeguard shareholder interests[88]. Environmental and Sustainability Initiatives - The company invested 1.2789 million yuan in environmental protection during the reporting period[198]. - The company emphasizes ESG development and integrates green low-carbon practices into its sustainable development strategy[196]. - The company has developed internal systems for environmental protection and pollution management to reduce its carbon footprint[196]. Employee and Talent Management - The company has implemented a competitive salary structure, optimizing compensation based on external surveys and internal evaluations[174]. - The company emphasizes talent development with an annual training plan that includes various training methods and focuses on practical skills[176]. - The total remuneration for core technical personnel at the end of the reporting period was 309.44 million RMB[162]. Future Outlook - The company has set a future outlook with a revenue target of 1.5 billion RMB for 2023, indicating a projected growth rate of 25%[24]. - The company plans to optimize its product structure and reduce production costs to enhance profitability and market adaptability[135]. - The company aims to achieve an annual revenue of 1 billion RMB within 3 years and become a leading comprehensive tool enterprise in China within 5 years[134].

证券代码：688028 证券简称：沃尔德 投资者关系活动记录表 | --- | --- | --- | --- | |--------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

证券代码：688028 证券简称：沃尔德 投资者关系活动记录表 | --- | --- | --- | --- | |-------------------------|----------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------| | | | | | | | | □特定对象调研 □分析师会议 □媒体采访 | | | 投资者关系活 | 业绩说明会 | □新闻发布会 □路演活动 | | | 动类别 | □现场参观 | □其他 （券商组织的策略会） | | | 参与单位名称 及人 ...

证券代码：688028 证券简称：沃尔德 投资者关系活动记录表 | --- | --- | --- | --- | |-----------------------|---------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------| | 投资者关系 \n活动类别 | 业绩说明会 \n□现场参观 | 特定对象调研 □分析师会议 □媒体采访 \n□新闻发布会 □路演活动 \n□其他 （券商组织的策略会） | | | 参与单位名 称及人员 ...

Financial Performance - The company reported a significant increase in revenue, achieving a total of 500 million CNY for the first half of 2022, representing a 20% growth compared to the same period last year[16]. - The company's operating revenue for the first half of 2022 was ¥158,750,957.85, representing a 5.59% increase compared to ¥150,339,833.73 in the same period last year[22]. - The net profit attributable to shareholders decreased by 30.63% to ¥21,288,660.17 from ¥30,688,675.80 year-on-year[24]. - The net cash flow from operating activities fell by 81.01%, down to ¥4,711,252.17 from ¥24,814,034.47 in the previous year[24]. - Basic earnings per share decreased by 28.95% to ¥0.27 from ¥0.38 in the same period last year[23]. - The gross profit margin for the first half of 2022 was reported at 40%, a slight increase from 38% in the previous year[16]. - The company's total comprehensive income for the first half of 2022 was RMB 21,027,260.92, down from RMB 30,688,675.80 in the same period of 2021[168]. - The total profit for the first half of 2022 was RMB 25,519,065.34, a decrease of 30.3% from RMB 36,592,143.23 in the first half of 2021[168]. Research and Development - The company is investing 50 million CNY in R&D for new technologies, focusing on improving the durability and efficiency of diamond tools[16]. - The company's total R&D investment for the first half of 2022 was ¥13,258,304.50, representing a 20.37% increase compared to ¥11,014,236.60 in the same period last year[54]. - R&D investment accounted for 8.35% of total revenue, up from 7.33% year-on-year, indicating a focus on innovation[54]. - The company has developed various advanced technologies, including vacuum welding and coating technologies, to enhance product stability and lifespan[49]. - The company has established a comprehensive R&D system, holding a total of 248 patents, including 36 invention patents, which supports its technological leadership in the industry[68]. - The company obtained 9 new patents during the reporting period, including 1 invention patent and 8 utility model patents, bringing the total to 248 patents[50]. Market Expansion - The company is expanding its market presence, with plans to enter Southeast Asian markets by the end of 2022, aiming for a 10% market share within the first year[16]. - The establishment of sales subsidiaries in Germany, Shenzhen, and Nanjing is part of the company's strategy to expand its sales network[24]. - The company has established a subsidiary in Europe, which has developed four foreign customers, laying the foundation for market expansion in Europe[73]. - The company is focusing on market expansion in advanced manufacturing sectors, including consumer electronics, automotive manufacturing, and aerospace, leveraging its integrated supply chain[68]. Product Development - New product development includes the launch of a diamond cutting tool specifically designed for the electronics industry, expected to enhance market competitiveness[16]. - The company is in the R&D phase for a new type of double-head groove cutter, with an investment of 2,250,000.00 and an expected performance improvement in processing efficiency and tool quality[7]. - The company has developed a new micro-drill for semiconductor single crystal silicon processing, with a minimum diameter of 0.1 mm and has engaged 21 customers[72]. - The company is developing a precision drilling tool for aerospace composite materials with an expected total investment of ¥1,500,000, which has reached a cumulative investment of ¥2,285,296.74[56]. - The diamond polishing tool project aims for a roughness of ≤10nm and has an expected investment of ¥2,000,000, also in the research phase[56]. Financial Management - The company has set a future outlook with a revenue target of 1 billion CNY for the full year 2022, indicating a projected growth rate of 25%[16]. - The board has approved a plan to reinvest profits into the business rather than distributing dividends, aiming for long-term growth[16]. - The company plans to continue increasing R&D investment to enhance product technology and added value[75]. - The company aims for annual cash distributions to be no less than 10% of the distributable profits if no major investment plans arise, with potential increases in the dividend ratio if net profits grow steadily[123]. - The company will distribute profits with a focus on reasonable returns to investors while ensuring sustainable development, with cash dividends prioritized over stock dividends[122]. Operational Challenges - The company has identified potential risks, including fluctuations in raw material prices, which could impact profit margins[16]. - The company faces risks related to macroeconomic fluctuations that may impact its downstream industries and overall business performance[75]. - The net cash flow from operating activities decreased by 81.01% to CNY 4,711,252.17, mainly due to a reduction in cash received from sales and a significant increase in employee compensation[85]. - Operating costs increased by 7.32% to CNY 79,280,334.52, primarily due to the rise in operating revenue[84]. Corporate Governance - The company held two shareholder meetings during the reporting period, complying with relevant laws and regulations[99]. - The company has implemented a restricted stock incentive plan, with the grant price adjusted from 26.68 CNY/share to 26.03 CNY/share[105]. - The company has established criteria for identifying core technical personnel, requiring over 10 years of relevant experience and significant contributions to core technologies[102]. - The company continues to focus on compliance and governance in its shareholder meetings and incentive plans[99]. Environmental Responsibility - The company has established a comprehensive environmental management system, including regulations for hazardous chemicals and waste disposal[108]. - During the reporting period, the company implemented measures to reduce carbon emissions by optimizing processes and upgrading equipment, leading to a reduction in waste gas and greenhouse gas emissions[109]. - The company promotes a green office concept, advocating for online meetings and a paperless work environment[109].

Financial Performance - The company's operating revenue for Q1 2022 was ¥68,959,966.06, representing a decrease of 1.18% compared to the same period last year[3]. - Net profit attributable to shareholders decreased by 55.56% to ¥7,146,606.07, primarily due to reduced market demand and increased costs[4]. - Basic and diluted earnings per share both decreased by 55.00% to ¥0.09[3]. - Net profit for Q1 2022 was CNY 7,128,113.28, down 55.7% from CNY 16,082,088.73 in Q1 2021[21]. - Earnings per share (EPS) for Q1 2022 was CNY 0.09, compared to CNY 0.20 in Q1 2021[23]. - The total comprehensive income for Q1 2022 was ¥16,496,178.34, which is a substantial increase from ¥6,746,136.18 in Q1 2021[34]. Cash Flow and Liquidity - The net cash flow from operating activities was negative at -¥9,749,056.09, a decline of 173.82% year-on-year[3]. - Cash inflow from operating activities was CNY 72,388,588.58, a decrease of 16.8% from CNY 87,024,670.99 in Q1 2021[24]. - The net cash flow from operating activities was -9,749,056.09 RMB, a decrease from 13,205,694.04 RMB in the previous year[25]. - The company's cash and cash equivalents as of March 31, 2022, amount to ¥246,489,364.89, a decrease from ¥306,473,468.81 as of December 31, 2021[16]. - The cash and cash equivalents at the end of Q1 2022 were ¥58,710,179.12, a decrease from ¥181,505,018.17 at the end of Q1 2021[38]. Expenses and Investments - Research and development expenses totaled ¥6,216,679.23, an increase of 23.19%, accounting for 9.01% of operating revenue, up by 1.78 percentage points[3]. - The company experienced a significant increase in management, sales, and R&D expenses, totaling an additional ¥7,955,400, which is a 44.78% increase compared to the previous year[4]. - The company reported an investment cash outflow of ¥99,586,680.03 in Q1 2022, compared to ¥240,737,189.75 in Q1 2021, indicating a reduction in investment activities[36]. - The company achieved an investment income of ¥20,000,000.00 in Q1 2022, reflecting a positive return on investments[36]. Assets and Liabilities - Total assets at the end of the reporting period were ¥937,430,450.04, a slight increase of 0.65% from the previous year[4]. - Total liabilities as of the end of Q1 2022 were CNY 63,909,829.90, down from CNY 68,355,781.60 at the end of Q1 2021[18]. - Current liabilities decreased to ¥59,769,283.47 from ¥63,827,504.66 year-over-year[17]. - Non-current assets increased to ¥467,783,338.88 from ¥415,770,644.69 year-over-year[17]. - The total liabilities increased to 35,166,764.75 RMB from 31,789,701.14 RMB year-over-year[30]. Market Outlook and Challenges - The company anticipates challenges in revenue growth due to macroeconomic fluctuations and ongoing pandemic impacts affecting customer demand[4]. - The company plans to continue focusing on market expansion and new product development in the upcoming quarters[22]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 7,123[11]. - The largest shareholder, Chen Jifeng, holds 38,196,240 shares, representing 47.75% of total shares[11]. Other Financial Metrics - The company reported a decrease in sales expenses to CNY 6,533,908.61, up from CNY 3,875,236.76 in Q1 2021[20]. - The company's financial expenses showed a significant improvement, with a net financial cost of -¥186,098.17 in Q1 2022 compared to -¥854,598.87 in Q1 2021[33].