股票代码：688360 股票简称：德马科技 上市地点：上海证券交易所 德马科技集团股份有限公司 发行股份及支付现金购买资产 暨关联交易报告书 （草案）摘要（修订稿） | 项目 | 交易对方 | | --- | --- | | 发行股份及支付现金购买资产 | 王凯、曲准德、陈亮、李志刚、郑星、周丹、 上海隼慧企业管理合伙企业（有限合伙）、上 | | | 海荭惠企业管理合伙企业（有限合伙） | 独立财务顾问 德马科技集团股份有限公司 发行股份及支付现金购买资产暨关联交易报告书（草案）摘要 交易各方声明 一、上市公司及全体董事、监事、高级管理人员声明 1、本公司及全体董事、监事、高级管理人员保证《德马科技集团股份有限 公司发行股份及支付现金购买资产暨关联交易报告书》及其摘要以及本公司所出 具的所有相关申请文件的内容真实、准确、完整，不存在虚假记载、误导性陈述 或重大遗漏，并对其真实性、准确性和完整性承担个别和连带的法律责任。 本公司董事、监事、高级管理人员承诺：本人在本次交易过程中提供的有关 信息真实、准确和完整，保证不存在任何虚假记载、误导性陈述或者重大遗漏， 并对所提供信息的真实性、准确性和完整性承担个别和连带 ...

证券代码：688360 证券简称：德马科技 公告编号：2023-037 德马科技集团股份有限公司 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： 投资者可于 2023 年 5 月 23 日 ( 星 期 二 )16:00 前 通过公司邮箱 ir@damon-group.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。 德马科技集团股份有限公司（以下简称"公司"）已于 2023 年 4 月 19 日及 2023 年 4 月 29 日在上海证券交易所网站（www.sse.com.cn）披露了《德马科技 2022 年年度报告》及《德马科技 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，公司计 划于 2023 年 05 月 24 日下午 13:30-15:00 举行 2022 年度暨 2023 年第一季度业 绩说明会，就投资者关心的问题进行交流。 一、 ...

证券代码：688360 证券简称：德马科技 德马科技集团股份有限公司 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、准确性和完整性依法承担法律责任。 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 2023 年第一季度报告 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 | 296,708,959.69 | -4.79 | | 归属于上市公司股东的净 | 21,331,304.13 | 27.15 | | 利润 | | | | 归属于上市公司股东的扣 | 16,837,369.79 | 16.13 | | ...

Financial Performance - The company's operating revenue for 2022 was RMB 1,529,747,569.25, representing a 3.17% increase compared to RMB 1,482,689,871.86 in 2021[22]. - The net profit attributable to shareholders for 2022 was RMB 81,678,428.47, which is a 6.30% increase from RMB 76,836,332.68 in 2021[22]. - The net cash flow from operating activities improved significantly to RMB 149,062,884.41 in 2022, compared to a negative RMB 91,834,691.43 in 2021[22]. - The total assets decreased by 5.27% to RMB 1,724,112,025.95 at the end of 2022, down from RMB 1,820,116,813.50 at the end of 2021[22]. - The company's net assets attributable to shareholders increased by 6.32% to RMB 993,779,953.33 at the end of 2022, compared to RMB 934,703,643.18 at the end of 2021[22]. - Basic earnings per share for 2022 were RMB 0.95, a 5.56% increase from RMB 0.90 in 2021[23]. - The company's total revenue for Q4 2022 reached RMB 559.74 million, showing significant quarterly growth[24]. - The company reported a total revenue of 12,208.64 million RMB for the year, with a significant increase from the previous year's 6,526.99 million RMB, representing an increase of approximately 87.5%[93]. Research and Development - The R&D expenditure as a percentage of operating revenue was 4.27% in 2022, down from 4.78% in 2021[23]. - The company has established a new energy intelligent equipment R&D center and manufacturing base in Dongguan, aiming to enhance project acquisition and performance in the new energy sector[34]. - The company’s R&D team consists of 159 personnel, accounting for 15.76% of total employees, covering various fields including AI, IoT, and big data algorithms[75]. - The company has developed advanced technologies such as the "4680 all-tab lithium battery high-speed assembly production line" and the DHZ third-generation intelligent high-speed homogenization system, which are gradually being launched in the market[72]. - The company has achieved a total R&D investment of ¥65,269,913.38, a decrease of 7.88% compared to the previous year's ¥70,853,648.68[88]. - The company added 96 new patents and software copyrights during the reporting period, including 2 invention patents, 88 utility model patents, and 5 design patents[85]. - The company holds 33 core technologies, including key technologies in conveying sorting, driving, and robotics, which are at an internationally advanced level[98]. Corporate Governance - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[9]. - The company has not experienced any violations of decision-making procedures regarding external guarantees[9]. - The company has not reported any instances where more than half of the directors could not guarantee the authenticity, accuracy, and completeness of the annual report[9]. - The company emphasizes that forward-looking statements in the report do not constitute a substantive commitment to investors[8]. - The company has established a talent cultivation system and performance incentive mechanisms to ensure sustainable talent development[40]. - The company has continuously improved its corporate governance structure in accordance with relevant laws and regulations, ensuring accurate and complete information disclosure without any false records or omissions[175]. - The company has a diverse board with independent directors, ensuring a balanced governance structure[180]. Market Strategy and Expansion - The company plans to continue expanding its market presence and invest in new technologies to enhance operational efficiency[21]. - The company is focused on strategic acquisitions to bolster its competitive position in the logistics sector[21]. - The company aims to integrate its smart logistics equipment with new energy equipment, creating a dual-driven business model for sustainable growth[72]. - The company is focused on expanding its global market presence and achieving a dual circulation strategy to enhance its competitiveness in the logistics field[172]. - The company plans to explore market expansion opportunities, particularly in the logistics sector[181]. - The company is actively pursuing technological advancements to improve the efficiency and reliability of its logistics solutions[91]. Risks and Challenges - The company faces risks related to seasonal fluctuations in operating performance, particularly with revenue recognition concentrated in the second half of the year[109]. - The company is exposed to risks from fluctuations in raw material prices, which could adversely affect operating performance[111]. - The company's revenue and profit scale remain relatively small compared to leading international competitors, indicating a need for further improvement in industry position[112]. Innovations and Technology - The company has developed a modular platform for cross-belt sorting machines, which reduces maintenance time and operational impact by enabling quick fault diagnosis and resolution[81]. - The company has implemented a robot-intensive storage system that integrates automated storage, intelligent sorting, and high-density storage, achieving a fully operational status[80]. - The company is developing a new generation of logistics equipment products that integrate artificial intelligence and IoT technologies, enhancing stability and efficiency[85]. - The company is focusing on the development of AI and IoT technologies in logistics equipment, aiming to create a new generation of products with these technologies[166]. Financial Management - The company plans to distribute a cash dividend of 2.9 yuan per 10 shares, totaling approximately 24.85 million yuan, which represents 30.42% of the net profit attributable to shareholders for 2022[7]. - The company intends to increase its total share capital by 34.27 million shares through a capital reserve transfer, raising the total share capital to approximately 119.95 million shares[7]. - The company reported a net cash flow from operating activities of ¥149,062,884.41, a significant improvement from -¥91,834,691.43 in the previous year[138]. - The financial expenses surged by 531.28% to ¥25,207,912.54, primarily due to foreign exchange losses[118]. Human Resources - The number of R&D personnel decreased from 174 to 159, accounting for 15.76% of the total workforce, down from 16.38%[96]. - The average salary for R&D personnel increased to 28.54 million RMB, up from 25.84 million RMB in the previous year, reflecting a growth of 10.5%[96]. - The total remuneration for all directors, supervisors, and senior management personnel at the end of the reporting period amounted to 7.2504 million RMB[193]. Shareholder Engagement - The chairman and general manager, Zhuo Xu, increased his shareholding by 192,584 shares through secondary market purchases, with a total pre-tax remuneration of 741,200 RMB[180]. - The company held its second extraordinary general meeting on January 30, 2023, electing six non-independent directors and three independent directors for the fourth board of directors[186]. - The company has proposed a stock incentive plan for 2022, which is currently under consideration[197].

证券代码：688360 证券简称：德马科技 德马科技集团股份有限公司 投资者关系活动记录表 编号：2022-002 | --- | --- | --- | |--------------------|-----------------------------------------|---------------------------------------------------------| | | | | | 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 | 电话会议 | | | □其他 | （请文字说明其他活动内容） | | 参与单位名称及人员 | 西南证券-王宁、邰桂龙、王越 | | | 姓名 | | | | 会议时间 2022 | 年 6 月 24 日 | | | 会议地点 电话会议 | | | | 上市公司接待人员姓 | 董事长、总经理：卓序 | | | 名 | 董事会秘书：郭爱华 战略市场部总监：黄盛 | | | | | 一、董事长、总经理卓序介绍公司发展历程、基本情况 | ...

Financial Performance - The company reported a total revenue of 500 million CNY for the first half of 2022, representing a year-on-year increase of 15%[1]. - The company's operating revenue for the first half of 2022 was RMB 641,836,241.66, representing a 9.36% increase compared to RMB 586,926,687.84 in the same period last year[21]. - The net profit attributable to shareholders for the first half of 2022 was RMB 46,708,391.03, a 20.23% increase from RMB 38,850,521.98 in the previous year[21]. - The company reported a revenue of 13,587.43 million RMB for the first half of 2022, with a net profit of 3,579.37 million RMB, representing a year-on-year increase of 7.6%[61]. - The company achieved a revenue of 2,500.00 million with a net profit of 747.15 million, reflecting a significant operational efficiency improvement[58]. User Growth - User data indicates a growth in active users by 20%, reaching 1 million users by the end of the reporting period[1]. - User data showed a growth in active users, reaching 10 million, which is a 15% increase compared to the previous year[114]. Market Expansion - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by 2023[1]. - The company is expanding its market presence in Southeast Asia, targeting a 25% market share by the end of 2023[114]. - The company is expanding its presence in the smart manufacturing sector, developing digital equipment and systems for various industries including 3C electronics and food production[72]. Research and Development - Research and development expenses increased by 25% to 50 million CNY, focusing on logistics automation technologies[1]. - The R&D expenditure as a percentage of operating revenue was 5.58%, slightly down from 5.66% in the previous year[22]. - The company achieved a total R&D investment of ¥35,793,804.37, representing a 7.84% increase compared to ¥33,190,780.31 in the previous year[56]. - The company has developed 31 core technologies, including sorting and driving technologies, which are at an internationally advanced level[65]. - The company added 55 new patents during the reporting period, including 1 invention patent, 50 utility model patents, and 4 design patents, bringing the total authorized patents to 348[54]. Operational Efficiency - The company has introduced a new logistics sorting system, which is projected to improve processing speed by 40%[1]. - The company aims to enhance operational efficiency through intelligent equipment management and predictive maintenance systems[61]. - The implementation of high-speed inbound and outbound control software has improved efficiency by 20%[51]. - The company’s intelligent equipment significantly improves operational efficiency, reduces logistics costs, and enhances user satisfaction, which is crucial during the economic transformation phase[43]. Sustainability Initiatives - Future outlook includes a commitment to sustainability initiatives, aiming for a 50% reduction in carbon emissions by 2025[1]. - The company has committed to sustainability initiatives, planning to invest 100 million in green technologies over the next three years[114]. Strategic Acquisitions - A strategic acquisition of a logistics technology firm is in progress, expected to enhance operational efficiency and service offerings[1]. - The company is exploring strategic acquisitions to bolster its market position, with a budget of 500 million allocated for potential deals[114]. Financial Health - The total assets at the end of the reporting period were RMB 1,923,074,210.03, reflecting a 5.66% increase from RMB 1,820,116,813.50 at the end of the previous year[21]. - The net assets attributable to shareholders increased to RMB 958,080,252.22, a 2.50% rise from RMB 934,703,643.18 at the end of the previous year[21]. - The company reported a significant increase in financial expenses by 325.17%, primarily due to changes in exchange rate gains and losses[85]. Technological Innovation - The company is leveraging AI and IoT technologies to create a new generation of logistics equipment products, ensuring smooth and safe operation across global projects[44]. - The company has successfully delivered smart factory solutions, receiving positive feedback from clients, and is actively collaborating with tech firms to implement smart IoT solutions[31]. - The company has developed advanced products including AI+IoT-based smart conveyors, sorting machines, and various types of robots, enhancing operational efficiency across multiple industries[28]. Risk Management - The company has identified potential risks related to supply chain disruptions and is implementing mitigation strategies[1]. - The company faces risks related to seasonal fluctuations in operating performance, particularly concentrated in the second half of the year[82]. - The company is exposed to risks from fluctuations in raw material prices, which significantly impact operating costs[82]. Shareholder Engagement - Shareholder returns are expected to increase, with a proposed dividend of 0.5 per share, reflecting a 10% increase from the previous year[114]. - The company will ensure compliance with all relevant laws and regulations regarding share transfers and reductions by directors and senior management[125]. - The company will prioritize cash dividends, distributing no less than 10% of the distributable profit annually if conditions allow[146].

Financial Performance - The company's revenue for Q1 2022 was CNY 311,636,131.57, representing a year-on-year increase of 57.40%[4] - The net profit attributable to shareholders was CNY 16,776,944.48, showing a significant increase of 5,620.25% compared to the same period last year[4] - The basic and diluted earnings per share were both CNY 0.20, attributed to the increase in net profit[4] - The net profit for Q1 2022 was CNY 16,776,944.48, a significant increase compared to CNY 293,290.63 in Q1 2021, reflecting a growth of approximately 5,619%[19] - Operating profit for Q1 2022 reached CNY 18,832,767.01, compared to CNY 4,267,115.16 in the same period last year, indicating an increase of about 342%[19] - The total comprehensive income for Q1 2022 was CNY 17,213,378.62, compared to CNY 274,589.55 in Q1 2021, reflecting a substantial increase[20] Research and Development - Research and development expenses totaled CNY 21,027,020.97, which is an increase of 35.75% year-on-year, indicating a focus on expanding the R&D team and accelerating new product development[5] - The proportion of R&D expenses to revenue decreased to 6.75%, down by 1.07 percentage points compared to the previous year[5] - Research and development expenses rose to CNY 21,027,020.97 in Q1 2022, up from CNY 15,489,206.33 in Q1 2021, marking an increase of approximately 36%[19] Cash Flow and Liquidity - The net cash flow from operating activities was negative at CNY -32,156,822.10, indicating challenges in cash generation from operations[4] - Cash flow from operating activities showed a net outflow of CNY -32,156,822.10 in Q1 2022, an improvement from CNY -44,188,854.09 in Q1 2021[22] - The company reported a cash and cash equivalents balance of CNY 243,586,840.26 at the end of Q1 2022, down from CNY 274,170,342.18 at the end of Q1 2021[23] - Cash and cash equivalents as of March 31, 2022, were RMB 252,606,408.25, down from RMB 319,219,746.01 as of December 31, 2021, a decrease of 21.8%[14] - The company received CNY 150,000,000.00 from investment recoveries in Q1 2022, compared to no such income in Q1 2021[22] - Cash inflow from financing activities totaled CNY 92,309,521.69 in Q1 2022, an increase from CNY 55,000,000.00 in Q1 2021[23] Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,875,299,213.37, reflecting a 3.03% increase from the end of the previous year[5] - Total assets as of March 31, 2022, were RMB 1,875,299,213.37, compared to RMB 1,820,116,813.50 at the end of 2021, an increase of 3.0%[15] - Total liabilities increased to RMB 923,382,191.57 from RMB 885,413,170.32, marking a rise of 4.3%[16] - Shareholders' equity as of March 31, 2022, was RMB 951,917,021.80, up from RMB 934,703,643.18, an increase of 1.3%[16] - The equity attributable to shareholders increased to CNY 951,917,021.80, up by 1.84% from the previous year[5] Operational Insights - The company reported non-recurring gains of CNY 2,278,620.31, primarily from government subsidies and other non-operating income[7] - The company reported a net profit margin improvement, with net profit for Q1 2022 reflecting a stronger operational performance[18] - The company is focusing on expanding its market presence and enhancing product development strategies moving forward[12] - Total operating revenue for Q1 2022 was RMB 311,636,131.57, an increase of 57.2% compared to RMB 197,992,942.62 in Q1 2021[18] - Total operating costs for Q1 2022 were RMB 296,432,773.26, up from RMB 201,965,856.71 in Q1 2021, reflecting a year-over-year increase of 46.7%[18] - Total revenue from operating activities was CNY 267,848,326.47 in Q1 2022, down from CNY 296,653,916.46 in Q1 2021, representing a decrease of about 10%[22]

Financial Performance - The company's operating revenue for 2021 was RMB 1,482,689,871.86, representing a 93.32% increase compared to RMB 766,951,846.81 in 2020 [23]. - The net profit attributable to shareholders for 2021 was RMB 76,836,332.68, a 15.65% increase from RMB 66,438,784.39 in 2020 [23]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 63,979,840.34, reflecting a 30.46% increase from RMB 49,043,542.25 in 2020 [23]. - The net cash flow from operating activities for 2021 was negative RMB 91,834,691.43, compared to negative RMB 28,568,656.76 in 2020 [23]. - As of the end of 2021, the net assets attributable to shareholders were RMB 934,703,643.18, a 5.11% increase from RMB 889,271,798.23 at the end of 2020 [23]. - The total assets at the end of 2021 were RMB 1,820,116,813.50, marking a 13.33% increase from RMB 1,606,024,444.43 at the end of 2020 [23]. - The basic earnings per share for 2021 was 0.90 RMB, up 3.45% from 0.87 RMB in 2020 [24]. - The gross margin for the high-end equipment manufacturing sector was 19.83%, which decreased by 8.19 percentage points year-on-year [105]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB, representing a year-over-year growth of 15% [162]. Research and Development - Research and development investment accounted for 4.78% of operating revenue, a decrease of 1.66 percentage points from the previous year [24]. - The company has established a strong R&D team covering various fields, including AI, IoT, machine vision, and big data algorithms, recognized as a "provincial key enterprise research institute" [62]. - Total R&D expenses increased by 43.40% to ¥70,853,648.68 compared to ¥49,411,266.49 in the previous year [75]. - The company has applied for 24 invention patents, 202 utility model patents, 33 design patents, and 34 software copyrights, with an additional 116 invention patents currently under review [63]. - The company is focusing on the development of new logistics equipment products that integrate AI and IoT technologies [71]. - The company has invested 7,085.38 million RMB in R&D projects this period, indicating a strong commitment to innovation and technology development [83]. Corporate Governance - The company has confirmed that all board members are present at the board meeting, ensuring governance compliance [5]. - The company has not reported any special arrangements for corporate governance [9]. - The company has established a new management team with a focus on youth, professionalism, and internationalization, ensuring sustainable talent development for long-term growth [40]. - The company appointed independent directors in November 2021, enhancing governance structure [157]. - The audit committee has consistently adhered to regulatory guidelines and company bylaws in its operations [176]. - The company held 3 shareholder meetings and 7 board meetings during the reporting period, emphasizing its commitment to corporate governance [191]. Market Expansion and Strategy - The company has expanded its market presence by establishing overseas assembly factories and optimizing manufacturing processes [32]. - The company achieved overseas sales of RMB 167.01 million, RMB 210.96 million, and RMB 334.15 million from 2019 to 2021, showing a rapid growth trend [36]. - The company is focusing on the development of IoT-based systems, which will enhance data collection and processing capabilities in smart manufacturing [81]. - The company plans to expand its market share in the intelligent logistics and smart manufacturing sectors, leveraging its innovation and R&D capabilities [139]. - The company aims to achieve a global layout and enhance its competitiveness in the logistics sector, contributing to the global presence of "Made in China" products [144]. Risks and Challenges - The company faces risks related to the seasonal fluctuation of operating performance, particularly concentrated in the second half of the year due to client investment cycles [95]. - There is a significant risk of bad debts impacting operating performance, as accounts receivable may increase with revenue growth [97]. - The ongoing trade war and COVID-19 pandemic have introduced uncertainties in overseas markets, prompting the company to adjust its marketing and project implementation strategies [99]. - The company’s business scale remains relatively small compared to leading international competitors, indicating a need for improvement in industry positioning [96]. Environmental and Social Responsibility - The company has established a comprehensive environmental protection management system, complying with national laws and regulations [196]. - The company has implemented measures to ensure that its waste emissions are within national standards, with minimal environmental impact [194]. - The company has not reported any administrative penalties related to environmental issues during the reporting period [192]. - The company did not engage in any charitable activities or donations during the reporting period [198]. Compensation and Human Resources - The total pre-tax compensation for the chairman and general manager, Zhuo Xu, was 960,000 CNY [151]. - The total pre-tax compensation for the vice chairman and general manager, Yu Tianwen, was 901,100 CNY [151]. - The total pre-tax compensation for the vice chairman and general manager, Cai Yongzhen, was 948,000 CNY [151]. - The total pre-tax compensation for the independent director, Li Beizhan, was 50,000 CNY [151]. - The total pre-tax compensation for the supervisor, Yin Jiazhen, was 449,900 CNY [151]. - The number of R&D personnel decreased from 189 to 174, representing a reduction in the proportion of R&D staff from 18.66% to 16.38% of the total workforce [86]. Product Development and Innovation - The company has developed a range of automated logistics conveying and sorting equipment, achieving advanced research results in core components and key equipment, and holds 259 patents and 34 software copyrights [44][45]. - The company launched new generation products such as intelligent pallet conveyors and digital rollers, integrating AI and IoT technologies [61]. - The company has successfully tested a new sorting machine that can replace traditional sorting methods, indicating a shift towards automation in logistics [82]. - The company is exploring new strategies for market expansion through the introduction of intelligent picking systems, which are expected to improve operational efficiency [81].

2021 年第三季度报告 证券代码：688360 证券简称：德马科技 浙江德马科技股份有限公司 2021 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、准确性和完整性依法承担法律责任。 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。 | 经营活动产生的现金 | 不适用 | 不适用 | -61,794,876.37 | | 不适用 | | --- | --- | --- | --- | --- | --- | | 流量净额 | | | | | | | 基本每股收益（元/ | 0.24 | 50.00 | 0.69 | | 81.58 | | 股） | | | | | | | 稀释每股收益（元/ | 0.24 | 50.00 | 0.69 | | 81.58 | | 股） | | | | | | | 加权平均净资产收益 | 2.26 | 增加 0.72 | 6.58 | 增加 1.78 个 | | | 率（%） | | 个百分 ...