华泰联合证券有限责任公司 关于南通星球石墨股份有限公司 使用闲置募集资金进行现金管理的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"保荐机构"） 作为南通星球石墨股份有限公司（以下简称"星球石墨"或"公司"）向不特定 对象发行可转换公司债券的保荐机构，根据《上海证券交易所科创板股票上市规 则》《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》 《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》等法律法 规的有关规定，对星球石墨使用闲置募集资金进行现金管理的事项进行了核查， 一、募集资金基本情况 根据中国证券监督管理委员会出具的《关于同意南通星球石墨股份有限公司 向不特定对象发行可转换公司债券注册的批复》（证监许可[2023]1229 号），公司 向不特定对象发行面值总额为 620,000,000.00 元的可转换公司债券，债券期限 6 年。公司可转换公司债券募集资金总额为人民币 620,000,000.00 元，扣除不含税 发行费用人民币7,000,943.40元，实际募集资金净额为人民币612,999,056.60元。 致同会计师事务所（特殊普通合伙）已 ...

| 证券代码：688633 | 证券简称：星球石墨 | 公告编号：2023-052 | | --- | --- | --- | | 转债代码：118041 | 转债简称：星球转债 | | 南通星球石墨股份有限公司 关于设立募集资金账户并签署募集资金专户存储 三方监管协议的公告 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、募集资金基本情况 经中国证券监督管理委员会出具的《关于同意南通星球石墨股份有限公司向 不特定对象发行可转换公司债券注册的批复》(证监许可[2023]1229 号)核准， 南通星球石墨股份有限公司（以下简称"公司"）向不特定对象发行面值总额为 620,000,000.00 元的可转换公司债券，债券期限 6 年。公司可转换公司债券募 集资金总额为人民币 620,000,000.00 元，扣除不含税发行费用人民币 7,000,943.40 元，实际募集资金净额为人民币 612,999,056.60 元。致同会计师 事务所（特殊普通合伙）已对上述募集资金到位情况进行审验，并出具了《验资 报告》（致同验字（2 ...

股票简称：星球石墨 股票代码：688633 南通星球石墨股份有限公向不特定对象发行可转换公司债券 上市公告书 1 南通星球石墨股份有限公司 （Nantong Xingqiu Graphite Co.,Ltd.） （如皋市九华镇华兴路 8 号） 向不特定对象发行可转换公司债券 上市公告书 保荐机构（主承销商） （深圳市前海深港合作区南山街道桂湾五路128号前海深港基金小镇B7栋401） 公告日期：2023 年 8 月 南通星球石墨股份有限公向不特定对象发行可转换公司债券 上市公告书 第一节 重要声明与提示 南通星球石墨股份有限公司（以下简称"星球石墨"、"发行人"、"公 司"或"本公司"）全体董事、监事、高级管理人员保证本上市公告书的真实 性、准确性、完整性，承诺上市公告书不存在虚假记载、误导性陈述或重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带的法律责任。 根据《中华人民共和国公司法》《中华人民共和国证券法》等有关法律、法 规的规定，本公司董事、高级管理人员已依法履行诚信和勤勉尽责的义务和责 任。 中国证券监督管理委员会（以下简称"中国证监会"）、上海证券交易所（以 下简称"上交所"）、其他政府 ...

证券代码：688633 证券简称：星球石墨 公告编号：2023-032 南通星球石墨股份有限公司 关于参加 2022 年度先进金属材料 专场集体业绩说明会的公告 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。 （二）会议召开方式：视频和线上文字互动 （三） 视 频 和 线 上 文 字 互 动 平 台 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 (http://roadshow.sseinfo.com/) （四）投资者可于2023年5月23日(星期二)16:00前通过邮件、电话、传真 等形式将需要了解和关注的问题提前提供给公司。公司将在文字互动环节对投 资者普遍关注的问题进行回答。 重要内容提示： 投资者可于2023年5月23日(星期二)16:00前通过邮件、电话、传真等形 式将需要了解和关注的问题提前提供给公司。公司将在文字互动环节对投 资者普遍关注的问题进行回答。 南通星球石墨股份有限公司（以下简称"公司")已于2023年4月28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2022年度 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥108,030,988.56, representing a decrease of 13.67% compared to the same period last year[3]. - The net profit attributable to shareholders was ¥21,796,090.33, down 42.94% year-on-year[3]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥18,764,490.37, a decrease of 44.93% compared to the previous year[3]. - The weighted average return on equity was 1.59%, a decrease of 1.51 percentage points[3]. - The basic and diluted earnings per share were both ¥0.29, down 45.28% year-on-year[3]. - The company reported a net profit of ¥28,949,900, a decrease of 24.21% year-on-year after excluding the impact of share-based payments[4]. - In Q1 2023, the company reported a net profit of CNY 21,796,090.33, a decrease of 43.0% compared to CNY 38,199,498.06 in Q1 2022[21]. - The company’s total profit for the period was CNY 24,615,040.07, down from CNY 45,080,931.62 in Q1 2022, indicating a decline of 45.5%[21]. - Total comprehensive income for the period was CNY 21,796,090.33, reflecting a decrease of 43.0% compared to CNY 38,199,498.06 in the prior year[22]. Cash Flow - The net cash flow from operating activities was -¥7,797,542.14, reflecting a decline of 138.32% year-on-year[3]. - The company experienced a net cash outflow from operating activities of CNY -7,797,542.14, contrasting with a net inflow of CNY 20,346,751.54 in Q1 2022[27]. - Investment activities generated a net cash inflow of CNY 19,948,557.23, a significant improvement from a net outflow of CNY -65,862,387.79 in the previous year[27]. Expenses - Research and development expenses totaled ¥8,282,842.26, accounting for 7.67% of operating revenue, an increase of 3.53 percentage points[4]. - Research and development expenses increased to CNY 8,282,842.26, compared to CNY 5,177,816.98 in Q1 2022, marking a rise of 59.0%[21]. - The company incurred sales expenses of CNY 4,251,760.19, which is an increase of 53.2% from CNY 2,773,812.85 in the same quarter last year[21]. - Total operating costs increased to RMB 87,308,586.78 in Q1 2023 from RMB 86,147,201.46 in Q1 2022, representing a rise of 1.3%[20]. Assets and Liabilities - Total assets at the end of the reporting period were ¥2,159,744,471.24, an increase of 3.73% from the end of the previous year[4]. - Current assets totaled RMB 1,570,611,162.81 as of March 31, 2023, compared to RMB 1,510,911,525.81 at the end of 2022, reflecting an increase of 3.9%[16]. - Total assets amounted to RMB 2,159,744,471.24 as of March 31, 2023, compared to RMB 2,082,102,394.84 at the end of 2022, an increase of 3.7%[18]. - Total liabilities were RMB 772,683,003.00 in Q1 2023, up from RMB 725,253,316.79 in Q4 2022, indicating a rise of 6.5%[18]. - Shareholders' equity increased to RMB 1,387,061,468.24 in Q1 2023 from RMB 1,356,849,078.05 at the end of 2022, a growth of 2.2%[18]. - Cash and cash equivalents stood at RMB 523,922,150.48 as of March 31, 2023, compared to RMB 512,403,164.34 at the end of 2022, an increase of 2.9%[16]. - The cash and cash equivalents at the end of the period stood at CNY 487,610,673.48, slightly down from CNY 500,797,671.00 at the end of Q1 2022[27]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 4,844[11].

Financial Performance - The company's operating revenue for 2022 was CNY 651,234,537.34, representing a 26.57% increase compared to CNY 514,516,750.25 in 2021[21]. - The net profit attributable to shareholders for 2022 was CNY 141,688,212.45, an increase of 16.28% from CNY 121,851,130.40 in 2021[21]. - The net cash flow from operating activities was negative CNY 65,095,168.04 in 2022, compared to negative CNY 51,487,979.58 in 2021[21]. - The total assets at the end of 2022 were CNY 2,082,102,394.84, a 25.85% increase from CNY 1,654,417,061.23 at the end of 2021[21]. - The basic earnings per share for 2022 was CNY 1.93, up 7.82% from CNY 1.79 in 2021[22]. - The company reported a net profit of CNY 34,337,120.74 in Q4 2022, with total revenue for the quarter at CNY 202,696,034.32[24]. - The company achieved operating revenue of 651.23 million yuan, a year-on-year increase of 26.57%, and a net profit attributable to shareholders of 141.69 million yuan, up 16.28% year-on-year[31]. - The net profit excluding non-recurring gains and losses reached 124,242,100 CNY, up 23.93% compared to the previous year[96]. Dividend and Capital Increase - The company plans to distribute a cash dividend of 5.8 CNY per 10 shares (including tax) and to increase capital by 4 shares for every 10 shares held, resulting in a total cash dividend of approximately 42.92 million CNY and a capital increase of about 29.60 million shares[6]. - As of December 31, 2022, the total share capital of the company was 73,993,334 shares, which will increase to 103,590,668 shares after the proposed capital increase[6]. - The total cash dividend amount for 2022 is projected to be 42,916,133.72 RMB, representing 30.29% of the net profit attributable to shareholders[166]. Research and Development - The R&D expenditure as a percentage of operating revenue decreased to 7.48% in 2022 from 8.10% in 2021[22]. - The company invested 48,723,263.78 yuan in R&D this year, representing a 16.86% increase from the previous year, with R&D expenses accounting for 7.48% of total revenue[76]. - The company has developed new technologies for high-performance graphite materials, enhancing thermal conductivity and reducing energy consumption in processes[83]. - The company has achieved breakthroughs in technology by overcoming 8 technical challenges and obtaining 3 key patents this year[198]. Market Expansion and Strategy - The company is focused on expanding its market presence and developing new products and technologies, although specific details are not provided in the extracted content[14]. - The company is actively exploring overseas markets, particularly in India, Southeast Asia, and Russia, to enhance its international competitiveness[36]. - The company aims to expand its market presence by leveraging its advanced technology and product offerings in the chemical industry[41]. - The company plans to extend its business upstream to raw material production, which is expected to reduce material costs and production cycles[85]. Corporate Governance - The company has received a standard unqualified audit report from its accounting firm, indicating the financial statements are accurate and complete[5]. - The company adheres to information disclosure regulations, ensuring transparency and protecting the rights of minority shareholders[134]. - The board of directors consists of nine members, including three independent directors, and has held eight meetings to ensure effective governance and decision-making[134]. - The company has implemented a performance-based remuneration system for its directors and senior management, with basic and performance salaries[146]. Environmental and Social Responsibility - The company is committed to sustainable development, focusing on energy conservation and environmental protection as key operational principles[37]. - The company has implemented a photovoltaic power generation project, expected to generate 1.81 million kWh annually, reducing carbon emissions by 615 tons of standard coal equivalent each year[183]. - The company has invested in energy-saving technologies, receiving support from Jiangsu Province for its key process technology solutions in green manufacturing[186]. - The company donated a total of 30.20 million yuan to the Rugao Charity Foundation and 5.41 million yuan for elderly care projects[187]. Risks and Challenges - The company has not yet achieved profitability since its listing[4]. - The company faces risks related to new product development, including potential delays and performance issues that could impact profitability[87]. - The company is subject to risks from changes in tax incentives, with a current effective tax rate of 15% due to its high-tech enterprise status, valid until December 31, 2023[91]. - The company faces industry risks, including potential policy changes and competition from new materials that could affect the demand for graphite equipment[92].

证券代码：688633 证券简称：星球石墨 编号：005 □特定对象调研 □分析师会议 □媒体采访 □业绩说明会 投资者关系活动 □新闻发布会 □路演活动 类别 □现场参观 □一对一沟通 其他 电话会议 国泰君安、深圳进门财经、深圳市景从资产管理、北京浩鸿明凯投资管 参与单位及人员 理、何雪萍、北京金百镕投资管理、融通基金管理、北京益安资本管理、 上海睿亿投资、上海冰河资产管理、杭州谭石投资 南通星球石墨股份有限公司投资者关系活动记录表 | --- | --- | |---------------------|------------------------------------------------------------------| | 时间 2022 | 年 5 月 5 日 | | | 地点 公司会议室 | | | 接待人员 副总经理、董事会秘书杨志城先生 | | 投资者关系 互动提问 | | | | 1. 公司内蒙原材料项目进展如何？ | | | 答：公司建立全资子公司内蒙古星球新材料有限公司主要专注于特种 | | | 石墨材料的生产、研发和销售，旨在向产业上游拓展、进行石墨材料深加 | | 活 ...

2022 年第三季度报告 证券代码：688633 证券简称：星球石墨 南通星球石墨股份有限公司 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 | 年初至报告期末 | 年初至报告期 | | --- | --- | --- | --- | --- | | | | 比上年同 | | 末比上年同期 | | | | 期增减变 | | 增减变动幅度 | | | | 动幅度(%) | | (%) | | 营业收入 | 169,296,156.43 | 31.70 | 448,538,503. ...

Financial Performance - The company reported a total revenue of 100 million RMB for the first half of 2022, representing a year-on-year increase of 20%[18]. - The company's operating revenue for the first half of the year increased by 13.86% compared to the same period last year, reaching approximately 279.24 million yuan[21]. - Net profit attributable to shareholders increased by 35.44% year-on-year, amounting to approximately 72.90 million yuan, driven by revenue growth and reduced management and sales expenses[20]. - The net profit after deducting non-recurring gains and losses rose by 29.12% to approximately 62.38 million yuan[21]. - Future guidance indicates a projected revenue growth of 25% for the full year 2022, driven by increased demand and new product launches[18]. - The company reported a total revenue of 3,219 million RMB for the first half of 2022, with a net profit of 1,729 million RMB, indicating a stable performance compared to the previous year[51]. Research and Development - The company has allocated 5 million RMB for R&D in new technologies, focusing on sustainable materials and production processes[18]. - The total R&D investment for the period was approximately 17.29 million yuan, a slight increase of 0.69% compared to the previous year, with R&D expenses accounting for 6.19% of operating revenue[47]. - The company applied for 19 new intellectual property rights during the period, including 9 invention patents and 10 utility model patents, bringing the total to 311 applications and 185 granted[45]. - The company is actively involved in new product development and technology research to improve production capacity and market share[31]. - The company has developed a unique impregnation agent formula that enhances the temperature resistance of graphite materials to 250°C, improving their mechanical strength and thermal conductivity[26]. Market Expansion and Strategy - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[18]. - The company is focusing on expanding its market presence in high-end equipment, driven by technological advancements and increasing demand for energy-efficient solutions[27]. - Market expansion efforts have led to a 20% increase in market share in the Asia-Pacific region[107]. - The company is considering strategic acquisitions to further enhance its product portfolio and market presence[107]. - The company has established stable partnerships with high-quality clients such as Zhongtai Group and Yangnong Group, enhancing its market position[31]. Financial Health and Cash Flow - The company maintains a strong cash position with 30 million RMB in cash reserves, providing flexibility for future investments[18]. - The company's cash flow from operating activities was negative at approximately -19.13 million yuan, primarily due to increased cash payments for raw material purchases[20]. - The net cash flow from operating activities was negative at ¥19,130,223.26, worsening from a negative ¥7,132,192.11 in the previous year[80]. - The net cash flow from investing activities improved significantly to negative ¥80,684,449.71 from negative ¥571,327,432.90, due to reduced purchases of low-risk financial products[82]. - The company has committed to maintaining a dividend payout ratio of 30% of net income moving forward[107]. Risks and Challenges - The management highlighted potential risks including raw material price volatility and regulatory changes impacting production[18]. - The company faces risks related to new product development, including potential delays and quality issues that could impact profitability[63]. - The company's main raw material costs significantly impact its operating margins, making it vulnerable to price fluctuations[65]. Environmental and Social Responsibility - The company has established an environmental management system and has not faced any administrative penalties related to environmental issues during the reporting period[97]. - The company has implemented measures to reduce carbon emissions, including the procurement of energy-saving equipment and optimizing production processes[101]. - The company plans to install photovoltaic power generation equipment to further reduce energy consumption[100]. - The company has committed to becoming a leading graphite equipment production base in the country, focusing on technological and scale advantages[31]. Corporate Governance and Shareholder Matters - The company has implemented its first round of equity incentive plans in June 2022, enhancing its attractiveness and cohesion[62]. - The company’s controlling shareholder and actual controllers committed to buy back shares, with a minimum of 20% of the cash dividends received since the company's listing to be used for share repurchase within 90 days of the announcement[116]. - The company guarantees that its prospectus and other disclosures do not contain false records or misleading statements, and will compensate investors for any losses incurred due to such issues[126]. - The company has committed to maintaining transparency and fairness in any unavoidable related transactions with its subsidiaries[132]. Product Development and Innovation - New product development includes a next-generation graphite heat exchanger, expected to launch in Q4 2022, which aims to enhance thermal efficiency by 25%[18]. - The company has developed high-performance graphite materials and a hydrochloric acid synthesis integrated structure, achieving a waste heat recovery rate of 70% and stable by-product steam generation at 0.8MpaG, filling a domestic gap and significantly saving energy[42]. - The company has successfully developed a phosphoric acid concentrated graphite evaporation kettle, which has been recognized as a major equipment in Nantong, enhancing energy efficiency and reducing pollution[43]. - The company has developed a silicon carbide heat exchanger that features high strength, high thermal conductivity, and comprehensive resistance to acid and alkali corrosion, making it suitable for high-temperature and high-pressure applications[35].

Financial Performance - The company's operating revenue for Q1 2022 was ¥125,130,821.56, representing a year-on-year increase of 0.24%[4] - Net profit attributable to shareholders was ¥38,199,498.06, reflecting a significant increase of 30.05% compared to the same period last year[4] - The basic earnings per share (EPS) was ¥0.53, which is an increase of 32.50% year-on-year[4] - The total profit for Q1 2022 reached ¥45,080,931.62, up from ¥34,555,856.31 in the same period last year, reflecting a growth of 30.4%[21] - Operating profit for Q1 2022 was ¥43,391,485.04, compared to ¥34,655,856.31 in Q1 2021, indicating a year-over-year increase of 25.3%[21] - The company reported a net profit margin improvement, with net profit for Q1 2022 expected to be higher than the previous year, although specific figures were not disclosed in the provided content[19] Research and Development - Research and development (R&D) expenses totaled ¥5,177,816.98, accounting for 4.14% of operating revenue, an increase of 0.62 percentage points[6] - Research and development expenses for Q1 2022 were ¥5,177,816.98, an increase from ¥4,388,516.17 in Q1 2021, reflecting a focus on innovation[21] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,714,602,815.45, an increase of 3.64% from the end of the previous year[6] - Current assets totaled RMB 1,328,999,394.43 as of March 31, 2022, compared to RMB 1,306,039,195.54 at the end of 2021, showing an increase of about 1.45%[15] - Total assets reached RMB 1,714,602,815.45 as of March 31, 2022, up from RMB 1,654,417,061.23 at the end of 2021, marking a growth of approximately 3.03%[17] - Total liabilities amounted to RMB 461,915,309.16 as of March 31, 2022, compared to RMB 440,097,815.84 at the end of 2021, indicating an increase of about 4.00%[17] - Shareholders' equity was RMB 1,252,687,506.29 as of March 31, 2022, up from RMB 1,214,319,245.39 at the end of 2021, reflecting a growth of approximately 3.14%[17] Cash Flow - The net cash flow from operating activities was ¥20,346,751.54, which is not applicable for year-on-year comparison[4] - The cash flow from operating activities for Q1 2022 was ¥20,346,751.54, a significant improvement from a negative cash flow of ¥6,604,106.91 in Q1 2021[23] - The company reported cash inflows from investment activities of ¥590,325,310.70 in Q1 2022, compared to ¥572,120,952.60 in Q1 2021[24] - The net cash flow from investment activities for Q1 2022 was -¥65,862,387.79, worsening from -¥291,427.44 in Q1 2021[24] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 4,708[10] - The top shareholder, Zhang Yi, holds 39,600,000 shares, representing 54.45% of the total shares[10] Operating Costs - Total operating costs for Q1 2022 were RMB 86,147,201.46, down from RMB 86,757,239.32 in Q1 2021, indicating a decrease of about 0.70%[19] - Operating costs specifically amounted to RMB 71,536,377.83 in Q1 2022, compared to RMB 70,922,494.46 in Q1 2021, reflecting an increase of approximately 0.87%[19] Inventory and Cash Equivalents - Cash and cash equivalents were RMB 516,035,429.50 as of March 31, 2022, down from RMB 566,626,127.28 at the end of 2021, representing a decrease of about 8.89%[15] - Inventory increased to RMB 258,639,245.16 as of March 31, 2022, compared to RMB 239,840,238.38 at the end of 2021, indicating a growth of approximately 7.83%[15]