国投证券股份有限公司 关于上海卓然工程技术股份有限公司 2024 年度持续督导工作现场检查报告 上海证券交易所： 国投证券股份有限公司（以下简称"国投证券"或"保荐机构"）作为上海 卓然工程技术股份有限公司（以下简称"卓然股份"或"公司"）首次公开发行 股票并在科创板上市及向特定对象发行股票项目持续督导阶段的保荐机构，根据 《证券发行上市保荐业务管理办法》《上海证券交易所科创板股票上市规则》《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》和《上海证券 交易所上市公司自律监管指引第 11 号——持续督导》等有关法律、法规的规定， 对公司 2024 年 1 月 1 日至本次现场检查期间（以下简称"本持续督导期间"）的 规范运作情况进行了现场检查，现就现场检查的有关情况报告如下： 一、本次现场检查的基本情况 （一）保荐机构 国投证券股份有限公司 （二）保荐代表人 许杲杲、郭青岳 （三）现场检查时间 2024 年 12 月 23 日至 2024 年 12 月 25 日 （四）现场检查人员 许杲杲、郁萍 1 （五）现场检查内容 公司治理和内部控制情况、信息披露情况、公司的独立性以及与控股股东、 实际 ...

Investment Rating - The report does not explicitly state an investment rating for the company Core Insights - A significant order of 6.936 billion yuan was drastically reduced to 157 million yuan, representing a 97% decrease, which has raised concerns among investors [2][4][7] - Following the announcement of the order change, the company's stock price dropped over 10% in two days [3] - The company had previously indicated that the project was progressing well, but the sudden order change suggests underlying issues [12][15] Summary by Sections Order Change Announcement - On December 11, the company disclosed a major order change, with the total order value plummeting from 6.936 billion yuan to 157 million yuan [4][5] - This order was signed in April 2023 and was equivalent to 1.78 times the company's highest revenue in 2021 [7][8] Financial Impact - The order's cancellation has significant implications for the company's financial health, as it would have dramatically boosted revenues [8] - The company has confirmed receiving 75 million yuan in advance payments, but only 36.98 million yuan has been recognized as revenue [14][15] Industry Context - The order was with Zhenhua Petroleum, a company with limited financial capacity, raising questions about its ability to fulfill such a large contract [14] - The industry has been facing challenges, with the profitability of related products like propylene declining significantly, leading to reduced production and operational issues [20][23][27] Management Decisions - The company has not pursued any accountability for the order's cancellation, which raises concerns about its management practices and decision-making [35][36] - There are indications of potential conflicts of interest, as major shareholders had previously announced a reduction in their holdings just before the order was disclosed [40][41] Future Outlook - The company holds over 10 billion yuan in major sales contracts, but the execution rate is alarmingly low, with only 1.45 million yuan fulfilled [37] - The report questions the credibility of the company's future contracts given the recent developments and the overall market conditions [39]

Green Development Strategy - The company is actively promoting green and low-carbon development in the petrochemical industry through technological innovation and industrial upgrading [1] - The company is implementing a green and clean energy strategy, focusing on clean energy utilization, process decarbonization, and green product development [2] - The company is optimizing processes and enhancing digitalization to reduce energy consumption and waste emissions [2] - The company is promoting the use of new energy technologies such as wind, solar, hydro, hydrogen, and nuclear energy as alternatives to traditional fossil fuels [2] - The company is adopting electric heating and non-fossil-based renewable resources in production processes [2] Technological Innovation and Industry Collaboration - The company has a strong R&D team and collaborates with industry partners and research institutions to drive technological innovation [3] - The company has developed a series of technologies from new energy-driven processes to carbon reduction and waste recycling, which have been validated by domestic academicians [3] - Several technologies are listed as key promotion technologies in China's "Petrochemical and Chemical Industry Energy Efficiency Constraint and Carbon Reduction Action Plan (2021-2025)" [3] - The company has broken through the technical monopoly of Western traditional processes, solving the "bottleneck" problem in China's olefin production and achieving a leapfrog advancement [3] Digital Transformation and Intelligent Development - The company is leveraging digital technologies to promote the intelligent and green development of the petrochemical industry [4] - The company has introduced advanced industrial internet and intelligent manufacturing systems to achieve full-process and full-factor intelligent management [4] - This digital transformation has improved production efficiency, product quality, and reduced energy consumption and emissions [4] Future Development and Market Expansion - The company's green development strategy will enhance its core competitiveness in petrochemical technical services, equipment integration services, and engineering contracting services [5] - The company plans to increase investment in technological innovation and improve the R&D and application of green and low-carbon technologies [5] - The company will expand its domestic and international markets and strengthen cooperation with internationally renowned enterprises to promote green development in the petrochemical industry [5]

标题：关于上海卓然工程技术股份有限公司有关事项的监管工作函 证券代码：688121 证券简称：卓然股份 监管类型：监管工作函 涉及对象：上市公司,中介机构及其相关人员 处分日期：2024-12-11 处理事由：关于上海卓然工程技术股份有限公司有关事项的监管工作函 ...

证券代码：688121 证券简称：卓然股份 公告编号：2024-059 上海卓然工程技术股份有限公司 关于重大订单变更的公告 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。 一、订单基本情况 上海卓然工程技术股份有限公司（以下简称"卓然股份"或"公司"）下属 全资子公司上海卓然数智能源有限公司（以下简称"卓数"）于 2023 年 4 月 14 日与振华石油化工有限公司（以下简称"振华石油"）签订了丙烷脱氢及环 氧丙烷项目项下精细化工设备相关订单合同，具体包括《30/67 万吨/年 PO/SM 主装置及其配套模块化设计制造安装 EPC 总承包合同》（以下简称"PO/SM 合 同"）、《40 万吨/年丁烷反应单元工程设计制造安装 EPC 总承包合同》（以 下简称"丁烷合同"）、《26 万吨/年顺酐主装置及其配套模块化设计制造安装 EPC 总承包合同》（以下简称"顺酐合同"；上述三个合同统称为"原订单"）, 原订单总金额为 693,600 万元人民币。具体内容详见公司于 2023 年 4 月 15 日在上海证券交易所网站（www ...

暨共同实际控制人承诺履行完毕的公告 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。 一、交易概述 证券代码：688121 证券简称：卓然股份 公告编号：2024-058 上海卓然工程技术股份有限公司 关于收购股权事项完成变更登记 二、 本次交易进展情况 截至本公告披露日，本次交易已完成交割。公司通过全资子公司卓然产融（北 1 京）科技有限公司间接持有 INNOVARE KTI 股权比例为 100%，INNOVARE KTI 成为 公司的全资子公司。本次交易已完成标的公司的股权转让变更登记，交易对方已向 公司移交行使管理权所必需的公司印章等物项、文件和资料。至此，张新宇先生有 关避免同业竞争承诺事项履行完毕。 特此公告。 上海卓然工程技术股份有限公司董事会 2024 年 12 月 3 日 上海卓然工程技术股份有限公司（以下简称"卓然股份" 或"公司"）于 2024 年 2 月 2 日召开第三届董事会第十次会议审议通过了《关于共同实际控制人承诺 事项履行期限延期的议案》，并于 2024 年 2 月 19 日召开 2024 年第 ...

证券代码：688121 证券简称：卓然股份 公告编号：2024-057 上海卓然工程技术股份有限公司 关于以集中竞价交易方式回购公司股份 的回购进展公告 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： | 回购方案首次披露日 | 2023/12/30 | | --- | --- | | 回购方案实施期限 | 待董事会审议通过后 12 个月 | | 预计回购金额 | 8,000 万元~12,000 万元 | | 回购用途 | 用于员工持股计划或股权激励 | | 累计已回购股数 | 468.11 万股 | | 累计已回购股数占总股本比例 | 2.0038% | | 累计已回购金额 | 5,907.61 万元 | | 实际回购价格区间 | 10.10 元/股~15.54 元/股 | 一、 回购股份的基本情况 2023 年 12 月 29 日公司召开第三届董事会第九次会议审议通过了《关于以集 中竞价交易方式回购公司股份方案的议案》，同意公司使用自有资金以集中竞价交 易方式回购公司股份。本次回购的资金总额不低于人民币 8 ...

Summary of the Conference Call Company Overview - The company discussed is Zhuangran Co., a provider of modular integrated manufacturing and services for large-scale refining and petrochemical equipment, focusing on the oil, gas, and chemical industries [2][4]. Core Industry Insights - The petrochemical equipment industry is experiencing steady growth, with the market expected to expand at a compound annual growth rate (CAGR) of approximately 7.2% from 2024 to 2027, potentially reaching a market size of RMB 951.4 billion by 2027 [11]. - The industry faces challenges such as overcapacity, particularly in mid- to low-end products, and is shifting towards greener and smarter production methods [11]. Financial Performance - For the first three quarters of 2024, the company reported revenue of RMB 1.927 billion, a year-on-year increase of 10.38% [3]. - Net profit attributable to shareholders was RMB 34.12 million, down 40.99% from the previous year [3]. - The company’s total assets increased by 7.71% to RMB 8.239 billion, while net assets decreased by 0.77% to RMB 2.522 billion [4]. R&D and Innovation - The company emphasizes continuous R&D investment, with a total of RMB 79.54 million allocated in the first three quarters of 2024, representing 3.06% of revenue [5]. - The company has obtained 26 new patents, including 15 invention patents and 6 international patents [5]. - The establishment of the Shanghai Zhuangran Digital Innovation Center aims to enhance digital design and manufacturing capabilities [12]. Strategic Initiatives - The company is focusing on expanding its product and service offerings across the entire industrial chain, particularly in the ethylene and propylene sectors [6]. - A significant project, referred to as the "Wood Project," is underway to enhance R&D capabilities and operational efficiency [7][8]. - The company is actively pursuing opportunities in new materials and renewable energy sectors, aligning with national strategies for green transformation [12][14]. Market Positioning and Customer Focus - The company adopts a customer-centric marketing strategy, providing customized solutions that meet specific client needs [6]. - It has established a comprehensive marketing system covering 27 provinces in China and 16 countries overseas, enhancing its brand image and market share [6]. Corporate Social Responsibility - The company is committed to social responsibility, including educational initiatives and employee welfare programs [9][10]. - It has implemented a share buyback program to enhance shareholder value and align employee interests with company performance [14]. Future Outlook - The company plans to continue its focus on R&D and innovation, aiming to strengthen its competitive edge in the petrochemical equipment industry [13][14]. - It will also explore new growth opportunities while maintaining a commitment to sustainable development and shareholder returns [14][15].

Group 1: Company Performance - The company achieved a steady development in Q3 2024, with a revenue increase compared to the previous year, but a decline in net profit due to increased asset depreciation and impairment provisions [2][4] - R&D investment for the first three quarters of 2024 totaled CNY 79.54 million, accounting for 3.06% of operating revenue [6] Group 2: Acquisition and Strategic Development - The company is in the process of acquiring Innovare KTI-Fired Heaters Co., Ltd., with the proposal approved at the 2023 annual shareholders' meeting on June 25, 2024 [4] - The acquisition aims to clarify the main business of subsidiaries and support overseas project expansion [4] Group 3: Market Outlook and Future Plans - The company maintains an optimistic outlook for future business growth, supported by a robust order backlog and ongoing project production and delivery [6] - The petrochemical industry is influenced by various factors, including macroeconomic conditions and international oil price fluctuations, which the company is addressing through innovation and domestic equipment replacement [5][6] Group 4: R&D and Innovation - The company emphasizes technological innovation and has developed a comprehensive energy service system in the petrochemical sector, achieving multiple technological advancements [5] - The company is actively integrating new information technologies with the petrochemical industry to enhance digital and intelligent manufacturing capabilities [5]

Investment Rating - The report maintains a "Buy" rating for the company [7][6]. Core Views - The company achieved a revenue of 1.927 billion yuan in the first nine months of 2024, representing a year-on-year growth of 10.38%. However, the net profit attributable to the parent company was 34.12 million yuan, down 40.99% year-on-year. The net cash flow from operating activities was 265 million yuan, up 147.20% [3][4]. - The company is expected to gradually recognize revenue from its backlog of orders, particularly in the engineering general contracting services, which accounted for 36.67% of its main business revenue in the first half of 2024 [3][4]. - The company is actively increasing its focus on high-end, green, and low-carbon sectors, aligning with national strategies for green development and technological innovation [5][6]. Financial Performance - In Q3 2024, the company reported a revenue of 568 million yuan, a year-on-year increase of 47.70%, but a quarter-on-quarter decrease of 56.53%. The net profit attributable to the parent company was -1.37 million yuan, showing a year-on-year increase of 14.95% but a significant quarter-on-quarter decline of 101.82% [3][4]. - The company’s revenue from petrochemical specialized equipment sales accounted for 41.13% of its main business revenue in the first half of 2024 [3][4]. Market Outlook - The petrochemical equipment industry is expected to maintain steady growth, with a projected compound annual growth rate of approximately 7.2% from 2024 to 2027, potentially reaching a market size of 951.4 billion yuan by 2027 [6]. - The company is positioned as a leading player in the domestic petrochemical equipment sector, with projected net profits of 140 million yuan, 240 million yuan, and 310 million yuan for 2024, 2025, and 2026, respectively [6].