证券代码：000584 证券简称：ST 工智 公告编号：2023-092 江苏哈工智能机器人股份有限公司 公司拟以发行股份及支付现金方式收购同安矿产品、济济南创捷、济南新旧 动能基金、越凡投资、李奕霖、深圳俊东合计持有的江西鼎兴矿业有限公司 70% 股权，收购同安矿产品、济南创捷、济南新旧动能基金、越凡投资、李奕霖、深 圳俊东合计持有的江西兴锂科技有限公司 49%股权，并拟向艾迪非公开发行股份 募集配套资金。本次交易构成关联交易，构成重大资产重组，不构成重组上市。 关于重大资产重组的进展暨无法在规定时间内发出 股东大会通知的专项说明 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或者重大遗漏。 特别提示： 1 1、 江苏哈工智能机器人股份有限公司（以下简称"公司"）拟以发行 股份及支付现金方式收购江西省宜丰县同安矿产品开发有限公司（以下 简称"同安矿产品"）、济南创捷投资合伙企业（有限合伙）（以下简 称"济南创捷"）、济南市新旧动能转换招商引资并购基金合伙企业（有 限合伙）（以下简称"济南新旧动能基金"）、福建平潭越凡投资有限 公司（以下简称"越凡投资"）、李奕霖、深圳市 ...

Financial Performance - The company reported a significant internal control deficiency in financial reporting, failing to maintain effective internal controls in all material aspects[8]. - No cash dividends, bonus shares, or capital reserve transfers to increase share capital will be distributed for the year[9]. - The financial audit report for 2022 was issued late, leading to some board members abstaining from voting on the annual report[6]. - The company has not provided specific financial performance metrics in the available documents, indicating a need for further review of the financial report[7]. - The company is committed to ensuring the accuracy and completeness of its financial reports, as stated by its management[7]. - The company’s future plans and strategic descriptions do not constitute a substantive commitment to investors, highlighting the need for risk awareness[8]. - The company is undergoing a transition in its board of directors, with new independent directors requesting timely access to financial reports[6]. - The company reported a significant increase in non-operating income from asset disposals, amounting to ¥34,871,675.54 in 2022 compared to ¥13,785,379.17 in 2021[37]. - The company experienced a net loss of -¥250,799,807.33 in Q4 2022, contributing to a total annual net loss[35]. - The net profit attributable to shareholders for 2022 was -¥742,982,586.82, a decrease of 26.37% from -¥587,919,025.58 in 2021[30]. - The net cash flow from operating activities for 2022 was -¥58,302,586.21, which is a 39.90% decline compared to -¥41,674,403.96 in 2021[30]. - The total assets at the end of 2022 were ¥4,622,278,006.71, down 3.81% from ¥4,805,334,428.52 at the end of 2021[30]. - The weighted average return on equity for 2022 was -51.93%, a decrease of 24.08% from -27.85% in 2021[30]. - The company achieved operating revenue of 1,822.37 million yuan in 2022, a year-on-year increase of 5.80%, while gross profit decreased by 10.54% compared to the previous year, resulting in a net profit attributable to the parent company of -742.98 million yuan[62]. - The company reported a total revenue of 1.5 billion yuan for the fiscal year 2022, representing a year-over-year increase of 20%[169]. - The company reported a total revenue of 3.7 billion in 2022, with a significant increase of 925 million compared to the previous year, representing a growth of approximately 33%[170]. Market Expansion and Strategy - The company plans to enhance its market expansion strategies and is focusing on new product development and technological advancements[8]. - Future outlook indicates a projected revenue growth of 15% for 2023, driven by new product launches and market expansion strategies[28]. - Market expansion efforts include entering three new provinces in China, aiming to increase market share by 20% in these regions by the end of 2023[28]. - The company is exploring international markets, with plans to establish a presence in Southeast Asia by 2024[29]. - The company plans to expand its market presence and enhance product development, focusing on new technologies in robotics and automation[170]. - The company plans to enter the lithium ore mining sector and explore downstream lithium carbonate production, which may pose challenges in management and integration due to increased scale[153]. - The company aims to enter the military optical products and non-standard instruments market, leveraging its experience in high-end intelligent manufacturing[123]. - The company is actively pursuing orders in the new energy vehicle sector to mitigate risks associated with the downturn in the traditional automotive industry[149]. Research and Development - The company is investing heavily in R&D, allocating 10% of its revenue, approximately 120 million RMB, towards the development of new technologies and products[29]. - The company is investing 200 million yuan in R&D for new technologies aimed at enhancing product efficiency[169]. - The total R&D investment amounted to ¥92,555,533.37 in 2022, representing an increase of 8.05% compared to ¥85,663,473.52 in 2021[97]. - The number of R&D personnel increased by 16.51% to 374 in 2022 from 321 in 2021, with R&D personnel accounting for 31.11% of the total workforce[97]. - The company is focusing on the development of automated assembly solutions for small household appliances, which will expand its business in this sector[92]. - The company is enhancing its technology reserves in the field of new energy vehicle laser welding, which is expected to positively impact future business expansion[92]. - The company is developing a circular ecosystem for industrial robots, integrating services from operation training to maintenance and recycling[47]. - The company has established a central research institute to enhance technological innovation across its subsidiaries, focusing on key technologies in robotics[55]. Corporate Governance - The company maintains strict independence from its controlling shareholder, with a complete separation in business, personnel, assets, institutions, and finances[164]. - The board of directors consists of 9 members, including 1 chairman, 1 vice chairman, and 3 independent directors, ensuring a reasonable professional structure[160]. - The company has established an independent financial accounting system, allowing for autonomous financial decision-making and fund management[165]. - The company adheres to strict information disclosure obligations, ensuring transparency and equal access to information for all shareholders[161]. - The management team consists of 6 senior executives, including 1 general manager and 5 deputy general managers, effectively managing daily operations[161]. - The company has a clear asset ownership structure, with independent rights to manage and account for its assets[164]. - The company has established a robust investor communication channel, facilitating engagement through various platforms[161]. - The company complies with all relevant laws and regulations regarding corporate governance, with no significant discrepancies identified[163]. Challenges and Risks - The company has faced uncertainty regarding its ability to continue as a going concern, as indicated by the negative net profits over the last three years[31]. - The company faced significant challenges in 2022 due to economic downturns, supply chain issues, and the impact of the Russia-Ukraine war, leading to project delays and increased costs[65]. - The company’s high-end intelligent manufacturing subsidiary faced operational difficulties, with actual production capacity utilization dropping below 50% in the first half of 2022 due to upstream supplier issues[65]. - The company has acknowledged that the automotive welding robot industry faces uncertainty in market prospects, with no significant improvement in operating performance observed in the first quarter of 2021[123]. Acquisitions and Divestitures - The company plans to divest its 100% stake in Tianjin Fuzhen Industrial Equipment Co., Ltd. to refocus its business strategy and improve financial liquidity[48]. - The company intends to acquire a 70% stake in Dingxing Mining and a 49% stake in Xingli Technology, aiming to enhance its capabilities in the lithium supply chain[48]. - The company has completed a cash acquisition of 70% equity in Jilin City Jiangji Minke Industrial Co., Ltd., with an investment of 27,518.24 million, achieving a utilization rate of 98.12%[123]. - The company plans to dispose of stakes in underperforming subsidiaries to improve cash flow and reduce financial burdens, ensuring funds are redirected to core business and R&D projects[144]. Customer and Market Insights - The company has expanded its user base, with active users increasing by 30% to reach 500,000 in 2022[29]. - User data indicates a growth in active users by 15%, reaching a total of 2 million active users by the end of 2022[169]. - The company has set a revenue guidance for 2023, projecting a growth rate of 20% to 1.8 billion RMB, driven by new product launches and market expansion strategies[192]. - New product launches are expected to contribute significantly to revenue, with three new robotic models scheduled for release in Q2 2023[180]. Sustainability and Corporate Social Responsibility - The management team has emphasized a focus on sustainability initiatives, aiming to reduce operational costs by 5% through energy-efficient practices[169]. - The company has highlighted its commitment to sustainability and corporate social responsibility in its future business strategies[170]. - The management team emphasizes a commitment to sustainability, aiming to reduce production waste by 20% over the next two years[180].

Financial Performance - The company's revenue for Q1 2023 was CNY 331,058,184.53, representing a 68.01% increase compared to CNY 197,050,118.54 in the same period last year[5] - Net profit attributable to shareholders was CNY 1,050,449.08, a significant turnaround from a net loss of CNY 31,133,596.19 in the previous year, marking a 103.37% improvement[5] - Basic and diluted earnings per share were both CNY 0.0014, compared to CNY -0.0409 in the previous year, reflecting a 103.42% increase[5] - The company reported a comprehensive income total of CNY 139,453.96 for Q1 2023, recovering from a loss of CNY 37,114,733.74 in the previous year[30] - Total operating revenue for Q1 2023 was CNY 331,058,184.53, an increase of 68.0% compared to CNY 197,050,118.54 in Q1 2022[28] - The net profit attributable to the parent company for Q1 2023 was CNY 1,050,449.08, compared to a net loss of CNY 31,133,596.19 in Q1 2022[30] Cash Flow and Assets - The net cash flow from operating activities was CNY -25,242,571.55, an improvement of 27.22% from CNY -34,683,231.98 in the same period last year[5] - The cash inflow from operating activities was CNY 517,020,244.30, an increase of 58% compared to CNY 326,759,293.70 in the previous period[31] - The cash inflow from investment activities was CNY 91,823,386.33, significantly higher than CNY 29,005,733.48 in the previous period, marking an increase of 216%[32] - The total cash outflow from operating activities was CNY 542,262,815.85, compared to CNY 361,442,525.68 in the previous period[31] - As of March 31, 2023, the company's cash and cash equivalents decreased to ¥117,589,322.94 from ¥214,856,733.80 at the beginning of the year, representing a decline of approximately 45%[26] - The company reported a cash flow decrease of CNY 56,931,828.22 for the period, an improvement from a decrease of CNY 72,721,108.17 in the previous period[32] Assets and Liabilities - Total assets at the end of the reporting period were CNY 4,516,855,961.29, a decrease of 2.28% from CNY 4,622,278,006.71 at the end of the previous year[5] - The total liabilities decreased to CNY 3,402,103,387.97 from CNY 3,506,929,887.35 year-over-year[28] - Accounts receivable decreased to ¥215,823,168.98 from ¥371,762,397.79, indicating a reduction of about 42%[26] - Inventory increased to ¥1,433,490,851.77 from ¥1,277,128,230.16, reflecting an increase of approximately 12%[26] - The company reported a total current assets of ¥2,661,026,191.94 as of March 31, 2023, down from ¥2,780,139,754.19 at the beginning of the year, a decrease of about 4.3%[26] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 65,210, with the top ten shareholders holding significant stakes[10] - The top ten shareholders include Wuxi Zhefeng Harbin Intelligent Robot Investment Enterprise, holding 114,078,327 shares, representing a significant portion of the company's equity[11] - The company has a diverse shareholder base, with individual shareholders holding varying percentages of shares, including significant stakes by natural persons[11] - The company is actively pursuing strategies to protect the rights of minority shareholders amid ongoing equity disposal matters[14] Acquisitions and Investments - Jiangsu Harbin Intelligent Robot Co., Ltd. reported a cash acquisition of 70% equity in Jilin Jiangji Minke Industrial Co., Ltd. for a total price of RMB 840 million[16] - The company has paid RMB 289.9999 million to the shareholders of Jiangji Minke as part of the acquisition, with a remaining payment of RMB 580 million due by August 31, 2022[18] - The company is currently in discussions regarding the acquisition of Jiangji Minke and will continue to monitor the progress closely[18] - The company has committed to a performance guarantee for Harbin Haidu Education Technology Group, promising a net profit of RMB 36 million for the period from 2018 to 2020[12] - The company has also made a cash investment of RMB 108 million in Harbin University of Technology Special Robot Co., Ltd., with a performance commitment of RMB 135 million for the same period[15] - The acquisition of Harbin Haidu is part of the company's strategy to enhance its capabilities in high-end intelligent manufacturing and military products[16] - The company is in the process of acquiring 70% equity of Jiangxi Dingxing Mining Co., Ltd. and 49% equity of Jiangxi Xingli Technology Co., Ltd. through a combination of share issuance and cash payment[20] Operational Strategies - The company is planning to sell 100% equity of Tianjin Fuzhen Industrial Equipment Co., Ltd. to Suzhou Fuzhen Intelligent Technology Co., Ltd. to reduce operational risks and enhance business transformation capabilities[19] - The company is conducting due diligence, auditing, and evaluation for the major asset restructuring, with further details to be submitted to the board and shareholders[21] - The company has signed an investment intention letter for the major asset sale, which is currently in the planning stage[19] - The company is also in discussions regarding the repurchase agreements with investors for its subsidiary Zhejiang Hargo Robot Co., Ltd.[24] - The company plans to expand its market presence and invest in new technologies to enhance product offerings in the upcoming quarters[30]

Financial Performance - The company reported a significant financial audit delay, resulting in a disclaimer from several board members regarding the accuracy and completeness of the annual report[6]. - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves[9]. - The financial report for 2022 was audited by Tianheng Accounting Firm, which issued a qualified opinion on the financial statements[7]. - The company has not provided specific performance guidance or future outlook in the report, indicating a cautious approach to future commitments[8]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB, representing a year-over-year growth of 25%[27]. - The company's operating revenue for 2022 was ¥1,822,369,755.92, representing a 5.80% increase compared to ¥1,722,458,685.91 in 2021[30]. - The net profit attributable to shareholders was -¥742,982,586.82, a decrease of 26.37% from -¥587,919,025.58 in the previous year[30]. - The company reported a quarterly operating revenue of ¥802,982,386.57 in Q4 2022, which was the highest among the four quarters[34]. - The company achieved a revenue of 1,822.37 million yuan in the reporting period, representing a year-on-year increase of 5.80%, while gross profit decreased by 10.54% compared to the previous year, resulting in a net profit attributable to the parent company of -742.98 million yuan[61]. - The company reported a total revenue of 3.7 billion in 2022, with a significant increase of 925 million in the last quarter[163]. Internal Controls and Governance - The board acknowledged a major defect in internal financial reporting controls, failing to maintain effective controls in all significant aspects[8]. - The report covers various aspects of corporate governance and compliance with regulatory requirements, highlighting the importance of adherence to standards[12]. - The company has undergone changes in its board of directors, with new independent directors expressing concerns over the late issuance of the audit report[6]. - The company has established a robust internal control system for financial management, ensuring compliance and operational independence[158]. - The company has implemented a strict insider information management system, ensuring no leakage of confidential information during the preparation of reports[155]. - The board has consistently met to discuss and approve significant financial reports, ensuring accountability and adherence to regulatory requirements[197]. Market Expansion and Strategic Initiatives - The company is expanding its market presence, targeting a 30% increase in market share in the next fiscal year[27]. - The company plans to enter international markets, aiming for a 10% contribution to total revenue from overseas sales by the end of next year[27]. - The company plans to sell its 100% stake in Tianjin Fuzhen Industrial Equipment Co., Ltd. to reduce reliance on a single industry and facilitate business transformation[47]. - The company intends to acquire a 70% stake in Dingxing Mining and a 49% stake in Xingli Technology, aiming to control lithium ore resources and enhance its position in the new energy sector[47]. - The company plans to redirect remaining funds from the automotive project to the military sector, focusing on military optical products and non-standard instruments[112]. - The company is exploring market expansion opportunities in Southeast Asia, targeting a 10% market share within the next two years[181]. Research and Development - The company is investing 50 million RMB in research and development for artificial intelligence technologies[27]. - Research and development expenses increased by 8.05% to ¥92,555,533.37, reflecting the company's commitment to innovation[87]. - The company is investing 200 million RMB in R&D for new technologies aimed at improving automation solutions[185]. - The company has a research and development team of 642 personnel, focusing on various technical fields to maintain technological leadership and enhance core competitiveness[141]. - The company aims to enhance its product and technological competitiveness through sustained R&D investment aligned with its strategic development plans[56]. Financial Challenges and Risks - The company is facing potential risks as outlined in the management discussion and analysis section, which investors are advised to review[8]. - The company is expected to face challenges in maintaining effective internal controls, which could impact future financial performance[8]. - The company reported a net cash flow from operating activities of -¥58,302,586.21, a decrease of 39.90% compared to the previous year[90]. - The company has established a comprehensive supplier management system, including a qualified supplier directory and regular evaluations, to mitigate risks from raw material supply issues[49]. - The company has experienced turnover in key management positions, which may impact operational continuity and strategic execution in the short term[165]. Corporate Social Responsibility and Governance - The company is committed to fulfilling its corporate social responsibility by improving product quality and safety management, and enhancing employee care[136]. - The company has maintained a focus on improving its governance structure and operational management, which is crucial for sustaining growth and investor confidence[195]. - The company is committed to transparency, as evidenced by the detailed reporting of board activities and decisions in its annual report[197]. - The company has established an independent financial accounting system, allowing for autonomous financial decision-making and fund management[158]. Employee and Management Structure - The total number of employees at the end of the reporting period was 1,202, with 1,169 from major subsidiaries and 33 from the parent company[200]. - The company employed 642 technical personnel, representing approximately 53.4% of the total workforce[200]. - The educational background of employees included 2 with doctoral degrees, 31 with master's degrees, 503 with bachelor's degrees, and 666 with associate degrees or below[200]. - The company has a total of 6 senior management personnel, including 1 general manager and 5 deputy general managers[153].

证券简称：友利控股 证券代码：000584 江苏友利投资控股股份有限公司 投资者关系活动记录表 编号：2017-002 | --- | --- | --- | |-----------------------|-----------------------------------------|------------------------------------------------------| | | 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 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | 东兴证券：任天辉。 | | | 人员姓名 | | | | | | | | 时间 地点 | 2017 年 8 月 15 日 公司会议室 | | | | | | | 上市公司接待人 员姓名 | | 董事会秘书：王妍；董事会办公室助理：周倩妮。 | | 投资者关系活动 | 1 | 、公司目前的主要业务是什么？ | | 主要内容介绍 | | 在报告期间内，公司主要 ...

证券代码：哈工智能 证券简称：000584 江苏哈工智能机器人股份有限公司 投资者关系活动记录表 编号：2017-003 | --- | --- | --- | |----------------|------------|-----------------------------------------------------------------------------------------| | | □ | 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 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 华金证券：范益民；广发证券：周静；安信证券：李哲；华创证 | | 人员姓名 | | 券：娄湘虹；中泰证券：张欣、朱荣华；民生证券：樊可；长城 | | | | 证券：甄峰；国开证券：崔国涛；申万宏源证券：刘靖、谢高 | | | | 翔；浙商证券：闻茗萱；国元证券：李茂娟；联讯证券：刘智； | | | | 国泰君安证券：李阳东；东兴证券：任天辉；涌津投资：宁 ...

证券代码：友利控股 证券简称：000584 江苏友利投资控股股份有限公司 投资者关系活动记录表 编号：2017-001 | --- | --- | --- | |----------------|-----------------------------|---------------------------------------------------------------------------------------------------------------| | | | | | | | 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 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 华金证券：范益民；兴业证券：满在朋；海通证券：谢凯；东吴 | | 人员姓名 | | 证券：毛新宇；华创证券：鲁佩；招商证券：诸凯；中投证券： 刘菁；广发证券：代川、周静；安信证券：王书伟、李哲。 | | | | | | 时间 | 2017 年 8 月 4 日 | ...

证券代码：哈工智能 证券简称：000584 江苏哈工智能机器人股份有限公司 投资者关系活动记录表 编号：2018-001 | --- | --- | --- | --- | --- | |-----------------------|-----------------------------|------------------------------------------|----------------------------------------------------------|-------| | | | | | | | | | 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 | | | | | | □ | 其他 （请文字说明其他活动内容） | | | | 参与单位名称及 | | | 华创证券：鲁佩、娄湘虹；瀚华金融：肖隽翀；华安证券：杨宗 | | | 人员姓名 | 星；九岭资本：王博栋。 | | | | | | | | | | | 时间 | 2018 ...

证券代码：哈工智能 证券简称：000584 江苏哈工智能机器人股份有限公司 投资者关系活动记录表 编号：2017-004 | --- | --- | --- | |-----------------------|------------------------------|----------------------------------------------------------| | | | | | | | 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 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 招商证券股份有限公司：诸凯；华商基金管理有限公司：陈鹏。 | | 人员姓名 | | | | 时间 | 2017 年 11 月 8 日 | 15:30 至 16:00 | | 地点 | 公司会议室 | | | 上市公司接待人 员姓名 | | 董事会秘书：王妍；董秘办：计雪凡。 | | 投资者关系活动 | 1 | 、请简要介绍一下公司的机器人一站式服 ...

证券代码：哈工智能 证券简称：000584 江苏哈工智能机器人股份有限公司 投资者关系活动记录表 编号：2018-002 | --- | --- | --- | |-----------------------|-----------------------------|----------------------------------------------------------| | | | | | | | 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 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 方正证券股份有限公司：张小郭；上海混沌道然资产管理有限公 | | 人员姓名 | 理有限公司：王启明。 | 司：李铮；上海超影资产管理有限公司：曹川；国泰君安资本管 | | 时间 | 2018 年 8 月 9 日 | 14:30 至 16:00 | | 地点 | 公司会议室 | | | 上市公司接待人 员姓名 | | 董事会秘书：王妍；证券事务代表： ...