株洲华锐精密工具股份有限公司独立董事 关于公司第二届董事会第二十四次会议相关事项的独立意见 一、关于《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 我们认为:公司 2023年半年度募集资金存放与使用情况符合《上市公司监 管指引第2号 -- 上市公司募集资金管理和使用的监管要求(2022年修订)》 《上海证券交易所科创板上市公司自律监管指引第1号——规范运作》《上海证 券交易所上市公司募集资金管理办法》等法律、法规、规范性文件及其他规范性 文件的规定。公司对募集资金进行了专户存储和专项使用,并及时履行了相关信 息披露义务,募集资金具体使用情况与公司已披露情况一致,不存在变相改变募 集资金用途和损害股东利益的情况，不存在违规使用募集资金的情况。 根据《中国人民共和国公司法》《上海证券交易所科创板股票上市规则》《关 于在上市公司建立独立董事制度的指导意见》《上市公司治理准则》等法律法规 和规范性文件以及《株洲华锐精密工具股份有限公司章程》（以下简称"《公司 章程》")等相关规定,作为株洲华锐精密工具股份有限公司(以下简称"公司") 的独立董事,本着认真、负责的态度,基于独立、审慎、客观的原则 ...

| 证券代码：688059 | 证券简称：华锐精密 | 公告编号：2023-043 | | --- | --- | --- | | 转债代码：118009 | 转债简称：华锐转债 | | 株洲华锐精密工具股份有限公司 关于召开2023年半年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： 会议召开时间：2023 年 8 月 22 日（星期二）下午 15:00-16:00 会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络文字互动 投资者可于 2023 年 8 月 15 日（星期二）至 2023 年 8 月 21 日（星期一） 16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司投资者关 系邮箱 zqb@huareal.com.cn 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。 株洲华锐精密工具股份有限公司（以下简称"公司"）已于 2023 年 8 月 11 日 发布公 ...

| 证券代码：688059 | 证券简称：华锐精密 | 公告编号：2023-041 | | --- | --- | --- | | 转债代码：118009 | 转债简称：华锐转债 | | 株洲华锐精密工具股份有限公司 第二届董事会第二十四次会议决议公告 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。 株洲华锐精密工具股份有限公司（以下简称"公司"）第二届董事会第二十四 次会议于 2023 年 8 月 10 日以现场表决与通讯结合的方式召开，会议通知已于 2023 年 8 月 2 日以专人、邮寄及电子邮件等方式发出。本次会议应出席董事 7 人，实际出席董事 7 人，会议由董事长肖旭凯先生召集并主持。本次会议的召集、 召开方式符合相关法律、行政法规、部门规章、规范性文件和《株洲华锐精密工 具股份有限公司章程》（以下简称"《公司章程》"）的规定，会议决议合法、有 效。 会议经过讨论，一致通过以下决议： 一、审议通过了《关于公司 2023 年半年度报告及其摘要的议案》 经审核，董事会认为：公司 2023 年半年度报告及其摘要的编制 ...

| 证券代码：688059 | 证券简称：华锐精密 | 公告编号：2023-040 | | --- | --- | --- | | 转债代码：118009 | 转债简称：华锐转债 | | 株洲华锐精密工具股份有限公司 2023年半年度募集资金存放与实际使用情况的专项报告 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。 按照中国证监会《上市公司监管指引第 2 号—上市公司募集资金管理和使用 的监管要求（2022 年修订）》、上海证券交易所颁布的《上海证券交易所科创 板上市公司自律监管规则适用指引第 1 号—规范运作》及相关格式指引的要求， 现将株洲华锐精密工具股份有限公司（以下简称"公司"）2023 年半年度募集资 金存放与实际使用情况说明如下： （二）2023 年半年度募集资金使用情况 1、2021 年公司首次公开发行股票 截至 2023 年 6 月 30 日，公司首次公开发行股票募投项目累计使用募集资金 人民币 344,248,080.27 元，其中：以前年度使用人民币 319,992,103.35 元，2023 年上半年 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥150,321,190.08, representing an increase of 11.79% compared to the same period last year[5]. - Net profit attributable to shareholders decreased by 39.27% to ¥24,108,277.75, while the net profit after deducting non-recurring gains and losses fell by 42.88% to ¥22,290,233.67[5][9]. - Basic and diluted earnings per share both decreased by 38.89% to ¥0.55[6][9]. - The company reported a gross profit margin of approximately 45.2% in Q1 2023, compared to 48.3% in Q1 2022[17]. - The total comprehensive income for Q1 2023 was CNY 24,108,277.75, compared to CNY 39,697,633.11 in Q1 2022, representing a decrease of approximately 39.4%[18]. Cash Flow - The net cash flow from operating activities was negative at -¥953,916.85, a decline of 104.83% year-on-year[5][9]. - Cash inflow from operating activities in Q1 2023 was CNY 114,515,207.06, an increase of 46.4% from CNY 78,082,985.90 in Q1 2022[21]. - Net cash flow from operating activities turned negative at CNY -953,916.85 in Q1 2023, compared to a positive CNY 19,747,804.70 in Q1 2022[21]. - Cash inflow from investment activities was CNY 661,589,984.79 in Q1 2023, significantly higher than CNY 281,200,011.41 in Q1 2022, marking an increase of approximately 135.0%[22]. - The company reported a total cash outflow from financing activities of CNY 21,607,860.88 in Q1 2023, compared to CNY 1,428,435.81 in Q1 2022[22]. Assets and Liabilities - Total assets at the end of the reporting period were ¥1,913,741,659.95, an increase of 1.09% from the end of the previous year[6]. - The total liabilities decreased to RMB 767,602,624.44 from RMB 779,106,242.35 at the end of 2022[15]. - Cash and cash equivalents decreased to RMB 153,624,566.59 from RMB 213,619,621.61 at the end of 2022, representing a decline of 28.1%[13]. - Accounts receivable increased to RMB 187,798,497.91 from RMB 150,447,562.56, reflecting a growth of 24.9%[14]. - The total equity increased to RMB 1,146,139,035.51 from RMB 1,114,063,521.78 at the end of 2022, indicating a growth of 2.9%[15]. Research and Development - R&D investment totaled ¥13,246,504.85, up 78.91% year-on-year, accounting for 8.81% of operating revenue, an increase of 3.30 percentage points[6][9]. - The company is focusing on expanding its R&D efforts and enhancing product development capabilities[9]. - Research and development expenses increased to RMB 13,246,504.85 in Q1 2023, up 78.5% from RMB 7,404,063.56 in Q1 2022[17]. Shareholder Information - The top ten shareholders held a combined 56.64% of the company's shares, with the largest shareholder owning 12.82%[10]. - The company implemented new accounting standards starting January 1, 2023, which affected the financial statements[22].

Financial Performance - The company's operating revenue for 2022 was approximately ¥601.64 million, representing a 23.93% increase compared to ¥485.48 million in 2021[27]. - The net profit attributable to shareholders for 2022 was approximately ¥165.92 million, a 2.20% increase from ¥162.35 million in 2021[27]. - The net profit after deducting non-recurring gains and losses was approximately ¥157.69 million, up 3.52% from ¥152.32 million in 2021[27]. - The company's total assets increased by 64.71% to approximately ¥1.89 billion at the end of 2022, compared to ¥1.15 billion at the end of 2021[27]. - The net cash flow from operating activities decreased by 29.48% to approximately ¥145.33 million in 2022, down from ¥206.10 million in 2021[27]. - The basic earnings per share for 2022 was ¥3.77, a decrease of 2.08% from ¥3.85 in 2021[25]. - The company's net assets attributable to shareholders increased by 25.29% to approximately ¥1.11 billion at the end of 2022, compared to ¥889.21 million at the end of 2021[27]. - The company's gross profit margin for its main business was 48.65%, a decrease of 1.72 percentage points compared to 2021, influenced by lower demand and increased fixed costs during the production ramp-up phase[95]. Dividend and Share Capital - The company plans to distribute a cash dividend of RMB 12 per 10 shares, totaling RMB 52.81 million, representing a cash dividend ratio of 31.83%[6]. - The company intends to increase its total share capital by 4 shares for every 10 shares held, resulting in an increase of 17,603,208 shares, raising the total share capital to 61,611,229 shares[7]. - The total distributable profit at the end of the reporting period was RMB 405.46 million[174]. - The cash dividend payout ratio for the year was 31.83%[174]. Research and Development - The R&D investment as a percentage of operating revenue increased to 6.91% in 2022, up from 5.13% in 2021, indicating a focus on innovation[25]. - The company increased its R&D investment, resulting in 53 authorized patents, including 25 invention patents[36]. - R&D expenses for the year amounted to ¥41,556,601.96, representing a 66.82% increase compared to the previous year[64]. - The company aims to enhance the hardness, thermal stability, and chemical inertness of cutting tools through the development of new PVD coating materials[67]. - The company is focusing on improving the high-speed cutting performance of CNC blades to meet the increasing demand for efficient processing from customers[52]. - The company has established a cutting test laboratory equipped with advanced processing and testing equipment to enhance R&D efficiency[77]. Market and Competitive Position - The global cutting tool consumption was approximately $34 billion in 2018, with projections to reach $39 billion by 2022, reflecting a compound annual growth rate of about 2.7%[47]. - The domestic cutting tool market size reached 47.7 billion yuan in 2021, representing a growth of 48.37% compared to 2016[48]. - The market share of hard alloy cutting tools in China is estimated to be around 53%, indicating significant room for growth compared to the global average of 63%[48]. - The company has established a national sales network covering over 20 provinces and actively expanded into overseas markets[44]. - The company is focused on expanding its market presence in the domestic mid-to-high-end market, traditionally dominated by European, American, and Japanese tool manufacturers[78]. Governance and Compliance - The company has received a standard unqualified audit report from Tianzhi International Accounting Firm[5]. - The board of directors and management have confirmed the accuracy and completeness of the annual report[4]. - The company has established a comprehensive internal control system, enhancing operational efficiency and governance standards[187]. - The company emphasizes ESG integration into its governance structure, ensuring alignment with strategic decision-making[190]. - The company actively seeks feedback from shareholders, especially minority shareholders, to inform its profit distribution policies[169]. Risks and Challenges - The company faces risks related to the potential loss of major dealers, which could adversely affect short-term operating performance[85]. - The company's main raw materials, tungsten carbide powder and cobalt powder, are subject to price fluctuations influenced by global economic conditions[85]. - Increased competition from domestic and international manufacturers poses a risk to the company's market share and pricing power[89]. - The company is exposed to macroeconomic risks that could adversely affect its operating performance due to uncertainties in the global economic environment[90]. Employee and Management - The company employed a total of 758 staff, with 458 in production, 100 in sales, and 125 in technical roles[160]. - The company has a competitive salary structure and implements stock incentives to enhance employee motivation and retention[162]. - The total remuneration for all directors, supervisors, and senior management reached 5.0496 million RMB by the end of the reporting period[148]. - The company has established a salary scheme for senior management based on performance and industry benchmarks[186]. Environmental Responsibility - The company invested 1.41 million yuan in environmental protection during the reporting period[194]. - The company has established a recycling system for various waste materials, ensuring compliance with environmental standards[196]. - The company has engaged qualified third-party inspection agencies to monitor emissions and ensure compliance with environmental regulations[200]. - The company has achieved compliance with environmental standards for wastewater, waste gas, noise, and solid waste[196].

| 证券代码：688059 | 证券简称：华锐精密 | 公告编号：2023-016 | | --- | --- | --- | | 转债代码：118009 | 转债简称：华锐转债 | | 株洲华锐精密工具股份有限公司 关于召开2022年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： 会议召开时间：2023 年 4 月 7 日（星期五）下午 16:00-17:00 会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 4 月 6 日（星期四）16:00 前登录上证路演中心网站 首页点击"提问预征集"栏目或通过公司投资者关系邮箱zqb@huareal.com.cn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。 株洲华锐精密工具股份有限公司（以下简称"公司"）已于 2023 年 3 月 31 日 发布公司 2022 年年度报告，为便于广大投资者更全面深入地了解公司 ...

Financial Performance - The company reported a total revenue of RMB 100 million for the first half of 2022, representing a year-on-year increase of 15%[13] - The company's operating revenue for the first half of 2022 was ¥289,318,465.41, representing a 25.90% increase compared to ¥229,797,275.05 in the same period last year[19] - The net profit attributable to shareholders for the first half of 2022 was ¥85,850,098.39, a 15.98% increase from ¥74,018,357.16 in the previous year[19] - The net cash flow from operating activities was ¥94,439,246.68, reflecting a 16.82% increase compared to ¥80,842,847.60 in the same period last year[19] - The operating profit for the same period was 97.92 million yuan, up 14.53% year-on-year, while the total profit reached 97.89 million yuan, increasing by 14.70%[66] Profitability and Margins - The gross profit margin improved to 35%, up from 30% in the same period last year, indicating better cost management and pricing strategies[13] - The basic earnings per share for the first half of 2022 was ¥1.95, up 6.56% from ¥1.83 in the same period last year[20] - Operating costs increased by 30.72% year-on-year to CNY 147,882,422.07, primarily due to the rise in revenue[78] Research and Development - Research and development expenses increased by 10% to RMB 5 million, focusing on advanced cutting technologies and materials[13] - R&D expenses for the reporting period reached ¥18,179,304.42, representing an 80.42% increase compared to the previous year, attributed to expanded R&D personnel and increased material costs[49][50] - The company's R&D investment as a percentage of operating revenue increased to 6.28%, up 1.90 percentage points from 4.38% in the previous year[20] - The company has applied for a total of 76 patents, with 63 granted, including 21 invention patents, as of the end of the reporting period[46] Market Expansion and Strategy - The company plans to launch two new product lines in Q3 2022, aiming to capture a larger market share in the precision cutting tools sector[13] - The company is expanding its market presence in Southeast Asia, with plans to establish a new distribution center in Vietnam by the end of 2022[13] - The company has a national sales network covering over 20 provinces and cities, focusing on major CNC blade distribution centers in South China, East China, and North China, while also expanding into overseas markets[32] Competitive Positioning - The company aims to enhance its competitive advantage in the domestic high-end cutting tool market, which has been traditionally dominated by foreign companies[26] - The company’s core products have achieved advanced levels in processing accuracy, efficiency, and service life, ranking third in domestic production of carbide CNC blades in 2021[38] - The company is recognized as a national high-tech enterprise and has received multiple awards for its products and innovation[27] Risks and Challenges - Management highlighted potential risks including supply chain disruptions and fluctuating raw material prices, which could impact future performance[4] - The company faces risks from rising raw material prices, particularly tungsten carbide powder and cobalt powder, which could adversely affect operating performance if costs cannot be passed on to customers[72] - The ongoing COVID-19 pandemic poses risks to the company's supply chain and customer demand, potentially impacting overall business performance[75] Environmental and Compliance - The company effectively managed waste emissions during production, ensuring compliance with environmental standards for wastewater, waste gas, noise, and solid waste[92] - The company has established an ISO14001 environmental management system to oversee environmental protection and waste management practices[97] - The company has a dedicated environmental protection department to oversee compliance with national environmental laws and regulations[97] Shareholder Commitments and Governance - The actual controller and shareholders have committed to a share lock-up period of 36 months from the date of listing[102] - The company has fulfilled all commitments related to share lock-up, with no delays reported[102] - The company has established a commitment to not transfer shares during the first six months post-IPO if the stock price falls below the IPO price for 20 consecutive trading days[105] Fundraising and Investment - The company raised 400 million yuan through the issuance of convertible bonds, primarily for the construction of precision CNC tool production lines and efficient drilling tool production lines[68] - The cumulative investment in the precision tool digital production line project reached RMB 180,905,383.33, representing 67.08% of the planned investment[172] - The total committed investment for the precision tool digital production line project was RMB 449,863,100, with a cumulative investment of RMB 269,690,066.31[172]

Financial Performance - The company's operating revenue for Q1 2022 was CNY 134,472,457.67, representing a year-on-year increase of 22.32%[5] - The net profit attributable to shareholders for the same period was CNY 39,697,633.11, reflecting a growth of 15.68% compared to the previous year[5] - The net cash flow from operating activities increased by 41.73%, amounting to CNY 19,747,804.70, primarily due to higher cash receipts from sales of goods and services[8] - The basic and diluted earnings per share for the period were both CNY 0.90, a decrease of 4.26% compared to the same period last year[5] - The company reported a net cash outflow from investing activities of CNY 60,295,381.32 in Q1 2022, compared to a net outflow of CNY 186,714,579.74 in Q1 2021[21] Research and Development - Research and development (R&D) expenses totaled CNY 7,404,063.56, which is an increase of 58.52% year-on-year, indicating a significant investment in R&D[6] - The proportion of R&D expenses to operating revenue rose to 5.51%, an increase of 1.26 percentage points compared to the previous year[6] - Research and development expenses increased to CNY 7,404,063.56 in Q1 2022, a 58.5% rise compared to CNY 4,670,666.31 in Q1 2021[18] Assets and Liabilities - The total assets at the end of the reporting period were CNY 1,167,870,904.10, showing a slight increase of 1.61% from the end of the previous year[6] - As of March 31, 2022, the total current assets amounted to ¥470,605,452.83, a decrease of 15.06% from ¥554,021,078.01 at the end of 2021[15] - The total liabilities decreased to ¥150,569,226.06, down 19.66% from ¥187,517,318.67 at the end of 2021[16] - The total liabilities decreased to CNY 238,968,133.33 in Q1 2022 from CNY 260,208,731.66 in Q1 2021, a reduction of 8.1%[20] - The total equity increased to CNY 928,902,770.77 in Q1 2022, up from CNY 889,205,137.66 in Q1 2021, reflecting a growth of 4.5%[20] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 2,706[10] - The largest shareholder, Zhuzhou Xinkai Investment Management Co., Ltd., held 5,643,000 shares, accounting for 12.82% of the total shares[10] Cash and Cash Equivalents - The company's cash and cash equivalents were ¥118,792,177.56, down 24.79% from ¥157,963,809.10 at the end of 2021[15] - The cash and cash equivalents at the end of Q1 2022 were CNY 92,003,474.42, a decrease from CNY 181,546,374.82 at the end of Q1 2021[22] Inventory and Accounts Receivable - Accounts receivable increased to ¥120,854,168.17, representing a 52.56% increase from ¥79,150,724.31 at the end of 2021[15] - Inventory rose to ¥102,823,968.94, an increase of 16.31% compared to ¥88,430,461.98 at the end of 2021[15] Strategic Focus - The company is focusing on expanding its market presence and enhancing its product offerings, although specific new products or technologies were not detailed in the provided data[12] - The company has a strategic plan for future growth, including potential mergers and acquisitions, but specific details were not disclosed in the provided data[12]

Financial Performance - The company reported a distributable profit of RMB 292,351,330.77 as of December 31, 2021, with a proposed cash dividend of RMB 12 per 10 shares, resulting in a total cash distribution of approximately RMB 52.81 million, representing a cash dividend payout ratio of 32.53%[6]. - The company has not yet achieved profitability since its listing, indicating ongoing investment and growth strategies[4]. - The company's operating revenue for 2021 was CNY 485.48 million, representing a year-on-year increase of 55.51%[23]. - The net profit attributable to shareholders for 2021 was CNY 162.35 million, an increase of 82.41% compared to 2020[23]. - The net cash flow from operating activities reached CNY 206.10 million, up 104.17% from the previous year[23]. - The company's total assets as of the end of 2021 were CNY 1.15 billion, an increase of 85.88% compared to the end of 2020[23]. - The basic earnings per share for 2021 was CNY 3.85, a 42.59% increase from CNY 2.70 in 2020[24]. - The company's net assets attributable to shareholders increased by 116.26% to CNY 889.21 million by the end of 2021[23]. - The company's operating profit for 2021 was 181.02 million yuan, reflecting a growth of 73.91% year-over-year[35]. - The total profit reached 186.86 million yuan, marking an increase of 82.78% compared to the previous year[35]. Research and Development - Research and development expenses accounted for 5.13% of operating revenue in 2021, down from 6.33% in 2020[24]. - The company obtained a total of 13 new patents in 2021, including 7 invention patents, enhancing its product competitiveness[35]. - The company is focusing on enhancing the high-speed cutting performance of CNC blades to meet the increasing demand for efficient processing[47]. - Continuous research and development efforts are being made in cutting tools for difficult-to-machine materials, particularly in the aerospace sector[47]. - The company has developed 42 unique hard alloy substrate grades, enhancing product range coverage[49]. - The company has designed over 60 different groove structures for various machining applications, improving cutting efficiency and tool life[50]. - The company is currently in the pilot stage for multiple projects, including a new series of general-purpose milling tools and a new generation of cutting tools for the automotive industry[59]. - The company aims to enhance its competitive advantage by developing innovative milling tools and optimizing existing production processes[59]. - The company has invested $50 million in R&D for new technologies, focusing on AI and machine learning applications[139]. Market Expansion and Sales - The company plans to expand its market presence and enhance product offerings, focusing on the development of new technologies and products in the cutting tool sector[7]. - The company has built a nationwide sales network covering over 20 provinces and cities, focusing on major CNC blade distribution centers in South China, East China, and North China[41]. - The company is focusing on expanding its market presence in general processing, automotive, and aerospace sectors[59]. - The company is expanding its market presence in Southeast Asia, targeting a 30% increase in sales in that region[141]. - Market expansion efforts led to a 20% increase in international sales, now accounting for 40% of total revenue[139]. Operational Integrity and Governance - The company has received a standard unqualified audit report from Tianzhi International Accounting Firm, ensuring the accuracy and completeness of its financial statements[5]. - The company's board of directors and management have confirmed the authenticity and completeness of the annual report, taking legal responsibility for its contents[4]. - The company has outlined various operational risks and corresponding mitigation strategies in its management discussion and analysis section[4]. - The company does not have any non-operating fund occupation by controlling shareholders or related parties, ensuring financial integrity[8]. - The company has implemented internal control systems in compliance with relevant regulations, enhancing operational efficiency and governance standards[173]. Environmental and Social Responsibility - The company has integrated ESG factors into its governance structure and established an environmental protection department to oversee safety and environmental management[176]. - The company has implemented a dual prevention mechanism for safety risk control and hidden danger investigation, conducting daily, weekly, and monthly inspections[177]. - The company has established an environmental management system in compliance with relevant laws, including ISO 14001, to ensure effective environmental governance[188]. - The company generated a donation of 380,000 yuan to the charity in August 2021 for pandemic relief efforts[196]. Shareholder and Financial Policies - The company plans to distribute cash dividends amounting to no less than 10% of the distributable profit for the year, or a cumulative distribution of at least 30% of the average annual distributable profit over the last three years since listing[166]. - The company will consider a cash dividend ratio of at least 80% for mature stages without major capital expenditures, and at least 40% if there are significant expenditures[167]. - The company has established a comprehensive decision-making mechanism for profit distribution, ensuring independent directors' opinions are included and small shareholders have opportunities to express their views[170]. - The company has a three-year dividend return plan for shareholders from 2021 to 2023[131]. Employee Management and Development - The total number of employees in the parent company is 552, with 361 in production, 46 in sales, 91 in technical roles, 11 in finance, and 43 in administration[160]. - The company has implemented a competitive salary policy to enhance employee motivation and engagement, aligning with national labor laws[161]. - The company has developed an annual training plan focusing on management and sales personnel to improve skills and core competencies[162]. - The company has conducted thorough training needs assessments to ensure effective employee development[162].