证券代码：000595 证券简称：宝塔实业 公告编号：2024-046 宝塔实业股份有限公司 关于全资子公司向控股股东借款 暨关联交易的公告 本公司及董事会全体成员保证信息披露内容的真实、准确 和完整，没有虚假记载、误导性陈述或重大遗漏。 宝塔实业股份有限公司(以下简称"公司")于 2024 年 6 月 21 日召开了第十届董事会第四次独立董事专门会议、第十届董 事会第四次会议、第十届监事会第四次会议，审议通过了《关于 全资子公司向控股股东借款暨关联交易的议案》，现将有关情 况公告如下： 一、关联交易及担保概述 1.为满足公司全资子公司西北轴承有限公司（以下简称 "西北轴承"）高端精密轴承产业化升级改造项目的需求，降 低融资成本，西北轴承向公司控股股东宁夏国有资本运营集团 有限责任公司(以下简称"宁国运")借款 3,000 万元人民币， 借款期限 1 年，利率 4%/年。 2.截至目前，宁国运持有公司股份 334,000,000 股，占公司总 股本的 29.33%，为公司控股股东。公司持有西北轴承 100%股权， 系公司全资子公司。根据《深圳证券交易所股票上市规则》的规 1 定，宁国运为公司和西北轴承关联方法 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-048 宝塔实业股份有限公司 关于因公开招标新增关联交易的公告 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、误导性陈述或重大遗漏。 宝塔实业股份有限公司(以下简称"公司")于 2024 年 6 月 21 日召开了第十届董事会第四次会议、第十届监事会第四次 会议，审议通过了《关于因公开招标新增关联交易》的议案， 现将有关情况公告如下： 一、关联交易概述 1.公司全资子公司西北轴承投资的高端精密轴承产业化 升级改造项目特大型分厂/装备公司、锻热车间、库房（丙类） 实施了施工业务公开招标，经评审和公示，确定宁夏水利水电 工程局有限公司（以下简称"宁工局"）为本项目中标人，中 标含税金额为34,859,629.28元（不含税金额为31,981,311.27元）。 2.宁工局为公司控股股东宁夏国有资本运营集团有限责 任公司(以下简称"宁国运")的二级全资子公司，系公司关联 方，该笔交易构成关联交易。 本次交易关联董事李昌盛和李修勇回避表决。该议案已经公 司第十届董事会第三次独立董事专门会议、第十届董事会第四次 1 会议、第十届 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-045 宝塔实业股份有限公司 第十届监事会第四次会议决议公告 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、误导性陈述或重大遗漏。 宝塔实业股份有限公司（以下简称"公司"）第十届监事 会第四次会议于 2024 年 6 月 14 日以电子邮件方式发出通知， 于 2024 年 6 月 21 日在本公司以现场及通讯表决方式召开。会 议应出席监事 3 人，亲自出席监事 3 人，公司董事会秘书列席 会议。会议由监事会主席张玉礼先生主持。会议的召开符合《公 司法》等法律法规及本公司章程的规定。会议表决通过了如下 事项： 一、审议通过《关于全资子公司向控股股东借款暨关联交 易的议案》（详见公司在巨潮资讯网发布的公告） 该议案尚需股东大会审议通过。 表决结果：3 票同意，0 票反对，0 票弃权。 二、审议通过《关于与关联方开展融资租赁关联交易暨对 外担保的议案》（详见公司在巨潮资讯网发布的公告） 该议案尚需股东大会审议通过。 表决结果：3 票同意，0 票反对，0 票弃权。 三、审议通过《关于因公开招标新增关联交易的议案》（详 见公司在 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-047 宝塔实业股份有限公司关于与关联方 开展融资租赁关联交易暨对外担保的公告 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、误导性陈述或重大遗漏。 宝塔实业股份有限公司(以下简称"公司")于 2024 年 6 月 21 日召开了第十届董事会第四次独立董事专门会议、第十届 董事会第四次会议、第十届监事会第四次会议，审议通过了《关 于与关联方开展融资租赁关联交易暨对外担保的议案》，现将 有关情况公告如下： 一、关联交易的情况 （一）关联交易概述 1.宝塔实业股份有限公司（以下简称"公司"）全资子公 司西北轴承有限公司（以下简称"西北轴承"）拟与国运融资 租赁（天津）股份有限公司（以下简称"国运租赁"）通过直 接租赁、售后回租的方式开展融资租赁的业务。预计融资租赁 金额不超过 5,000 万元，利率不超过 7%/年，融资租赁额度自 股东大会审议通过之日起一年内有效。具体融资期限以合同约 定为准。担保方式为公司提供连带保证担保。 1 2.截至目前，宁夏国有资本运营集团有限责任公司(以下 简称"宁国运")持有公司股份 334, ...

证券代码：000595 证券简称：宝塔实业 宝塔实业股份有限公司投资者关系活动记录表 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 □ 其他 （请文字说明其他活动内容） 参与单位名称及人员姓名 投资者网上提问 时间 2024 年 5 月 17 日 (周五) 下午 14:00~17:00 地点 公司通过全景网"投资者关系互动平台"（https://ir.p5w.net）采用网 络远程的方式召开业绩说明会 上市公司接待人员姓名 1、董事长李昌盛 2、副总经理、董事会秘书郭维宏 3、董办主任郑天磊 4、财务总监马金保 5、总经理助理、财务中心主任陈健 6、副总经理（主持经营层工作）包小俊 投资者关系活动主要内容 介绍 投资者提出的问题及公司回复情况 公司就投资者在本次说明会中提出的问题进行了回复： 1.面对持续的亏损，公司是否考虑通过融资、合作或资产重组等方式 来增强资金实力？ 感谢您对公司的关注。公司十分重视资金链安全和持续经营能力的建 设，于近期召开的股东大会审议批准 2024 年融资总额为 3 亿元，结合公 司实际情况及战略发展需 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-041 宝塔实业股份有限公司 关于参加宁夏辖区上市公司投资者 集体接待日暨 2023 年度业绩说明会的公告 本公司及董事会全体成员保证信息披露内容的真实、准确 和完整，没有虚假记载、误导性陈述或重大遗漏。 为进一步加强与投资者的互动交流，宝塔实业股份有限公 司（以下简称"公司"）将参加由宁夏上市公司协会与深圳市 全景网络有限公司联合举办的"宁夏辖区上市公司投资者集体 接待日暨 2023 年度业绩说明会"，现将相关事项公告如下： 一、本次活动将采用网络远程的方式举行，投资者可通过 以下方式参与本次互动交流： 1.投资者可登录"全景路演"网站（https://rs.p5w.net/）。 2.关注微信公众号：全景财经。 3.下载全景路演 APP。 二、活动时间：2024 年 5 月 17 日(周五)14：00-17：00。 届时公司高管将在线就公司 2023 年度业绩、公司治理、 发展战略、经营状况、融资计划和可持续发展等投资者关心的 问题，与投资者进行沟通与交流，欢迎广大投资者踊跃参与！ 特此公告。 宝塔实业股份有限公司董事会 2024 年 5 月 ...

Production and Sales Model - The company's main product production model is based on sales-driven production, with sales being the central link of production and operation, and procurement and production are organized around sales. After receiving tentative orders, the technical R&D department organizes technical docking or new product development, and production is organized after successful trial production. The sales model is mainly direct sales, supplemented by distribution[25] Market and Industry Trends - In 2023, the macroeconomic situation was complex, with shrinking market demand, leading to a decrease in the sales price of some bearing products. According to the Bearing Industry Association, 144 bearing companies produced a total of 7.786 billion sets of bearings, an increase of 486 million sets compared to the same period last year, a year-on-year increase of 6.65%. Bearing sales were 7.929 billion sets, a decrease of 65 million sets compared to the same period last year, a year-on-year decrease of 0.81%. Bearing export sales were 2.155 billion sets, a decrease of 116 million sets compared to the same period last year, a year-on-year decrease of 5.1%[22] - In 2022, 139 bearing companies produced a total of 7.097 billion sets of bearings, a decrease of 1.014 billion sets compared to the same period last year, a year-on-year decrease of 12.5%. Bearing sales were 7.769 billion sets, a decrease of 126 million sets compared to the same period last year, a year-on-year decrease of 1.59%. Bearing export sales were 2.239 billion sets, a decrease of 264 million sets compared to the same period last year, a year-on-year decrease of 10.56%. The cumulative main business income was 108.081 billion yuan, a year-on-year decrease of 1.42%[23] Financial Performance - The company's total operating income in 2023 was 297,934,696.74 yuan, an increase from 250,413,072.18 yuan in 2022[38] - The company's operating income after deduction was 236,326,032.32 yuan in 2023, compared to 232,593,430.56 yuan in 2022[38] - The company's material costs for bearing business accounted for 42.45% of operating costs, with a year-on-year increase of 10.12%[36] - The company's salary costs for bearing business accounted for 35.05% of operating costs, with a year-on-year increase of 10.60%[36] - The company's mechanical manufacturing industry segment had a gross profit margin of -5.24%, with a year-on-year increase of 0.05%[47] - The company's equipment manufacturing industry segment had a gross profit margin of 26.58%, with a year-on-year increase of 0.04%[47] R&D and Innovation - R&D personnel accounted for 19.74% of total employees, a decrease of 1.63% compared to the previous year[54] - R&D personnel with bachelor's degrees increased by 2.50% to 123, while those with master's degrees decreased by 11.11% to 8[54] - R&D personnel under 30 years old increased by 5.06% to 83, while those aged 30-40 decreased by 8.70% to 63[54] - R&D personnel increased by 1.19% from 168 in 2022 to 170 in 2023[80] - R&D investment decreased by 4.63% from RMB 19,256,716.89 in 2022 to RMB 18,364,206.45 in 2023, with the R&D investment to revenue ratio dropping from 7.69% to 6.16%[81] - Capitalized R&D investment dropped to 0.00% in 2023 from 75.87% in 2022, with no capitalized R&D investment in 2023[81] Cash Flow and Financing - Operating cash inflow increased by 11.77% to RMB 308.67 million, while operating cash outflow decreased by 3.42% to RMB 338.39 million[56] - Net cash flow from operating activities improved by 59.95% to RMB -29.71 million[56] - Net cash flow from financing activities increased by 120.65% to RMB 6.73 million, mainly due to new short-term borrowing and debt repayment[56][58] - Net increase in cash and cash equivalents improved by 70.90% to RMB -34.98 million[56] - Short-term borrowing increased by RMB 60,000,000.00, accounting for 5.40% of total assets[86] - The company secured a loan of RMB 39.77 million from CITIC Bank using land and buildings as collateral[88] Subsidiaries and Investments - Subsidiary Northwest Bearing reported a net loss of RMB 95.34 million with total assets of RMB 751.11 million[67] - Subsidiary Equipment Manufacturing Company reported a net loss of RMB 6.38 million with total assets of RMB 33.80 million[67] - Investment in the reporting period was RMB 20,846,018.56, a 100% increase compared to the previous year[89] Corporate Governance and Investor Relations - Internal asset restructuring has been a frequent topic of discussion with individual investors throughout June, July, and August 2023[73] - Non-public issuance matters were repeatedly addressed with individual investors in July and August 2023[73] - Subsidiary shipbuilding business was a key focus in discussions with individual investors in June and July 2023[73] - Company's operational status was frequently inquired about by individual investors in July, August, and September 2023[73] - Industrial machine-related technologies were discussed with individual investors in June and July 2023[73] - R&D and technological advancements were a recurring topic in discussions with individual investors from July to September 2023[73] - Main business operations of subsidiaries were a point of interest for individual investors in July and September 2023[73] - High-quality asset injection matters were discussed with individual investors in July and August 2023[73] - Company reform and restructuring-related issues were addressed with individual investors in July 2023[73] - Main business operations were a topic of discussion with individual investors in August and September 2023[73] - Internal asset restructuring discussions were held multiple times with individual investors in September and October 2023[101] - The company's subsidiaries' main business operations were a frequent topic of discussion with individual investors in September, October, and November 2023[101] - Non-public issuance matters were discussed with individual investors on multiple occasions in October and November 2023[101] - The company's operational status was a recurring topic in discussions with individual investors throughout September, October, and November 2023[101] - Research and development technology matters were addressed in multiple investor calls in September, October, and November 2023[101] - High-quality asset injection was a key topic in discussions with individual investors in October and November 2023[101] - The company's industrial machinery-related technologies were discussed with individual investors in September 2023[101] - Subsidiary ship business matters were addressed in discussions with individual investors in September and December 2023[101] - The company's reform and restructuring-related matters were discussed with individual investors in November 2023[101] - The company's main business operations were a topic of discussion with individual investors in November and December 2023[101] Human Resources and Talent Management - The company optimized 43 positions, increasing the proportion of front-line production personnel from 52% to 56%, and reducing the proportion of production support personnel from 21% to 14%, saving labor costs[31] - The company's labor productivity increased by 0.8 percentage points year-on-year[31] - The company implemented a talent strategy to attract high-level and professional talents, improve the compensation system, and enhance employee training and development[98] - The company's education level distribution includes 10 postgraduate students, 167 undergraduate students, 207 college students, 42 technical secondary school students, and 418 high school and below students, totaling 844 employees[125] - The company has established a broad salary system linked to revenue, output, and profit growth, with a focus on performance-based pay and incentives for key employees[154] - The company has implemented a "mentorship" program, with 160 pairs of employees forming mentor-mentee relationships, and an additional 41 pairs established during the reporting period[172] - The total pre-tax remuneration for directors, supervisors, and senior management is 2.792 million yuan, with the highest remuneration of 553,000 yuan for the chairman[165] Environmental and Social Responsibility - The company has implemented measures to respond to national energy conservation and emission reduction policies, including reducing energy consumption in production[182] - The company has invested special funds to manage harmful substances generated during the production process to meet national environmental requirements[182] - The company has established a comprehensive employee welfare system, including regular training, health check-ups, and social insurance coverage, to enhance employee satisfaction and well-being[192] Corporate Strategy and Future Plans - The company plans to focus on technology leadership, optimize production processes, and enhance new product development and transformation in 2024[70] - The company emphasizes the importance of market, quality, finance, technology, management, brand, and talent as the foundation for high-quality development and the main focus of its three-year development plan[126] - The company is implementing a lean management project to enhance efficiency and quality, aiming to optimize organizational structure and improve management systems[127] - The company completed the internal asset restructuring by transferring the bearing business segment, three wholly-owned subsidiaries, and related land to the wholly-owned subsidiary Northwest Bearing Co., Ltd., with the benchmark date set as December 31, 2022[175] - No significant issues were encountered during the integration process, and no specific measures or follow-up plans were required[175] Supplier and Procurement Management - The company's total procurement amount from the top five suppliers was 78,764,745.38 yuan, accounting for 38.71% of the total annual procurement[52] - The company has established a comprehensive supplier evaluation system and centralized procurement for main and auxiliary materials, equipment, and finished parts to improve efficiency and reduce costs[182] - The company has developed an online procurement platform and optimized procurement processes to enhance efficiency and cost-effectiveness[182] Customer and Market Focus - The company added 124 new host users and distributors, and obtained the A2-level supplier qualification for Ouye and Obei platform manufacturing enterprises[30] - The top five customers accounted for a total sales amount of RMB 92,216,015.16, representing 30.94% of the total annual sales[78] - The company has strengthened market response speed and improved customer satisfaction by optimizing management processes and establishing a service guarantee system[182] Corporate Independence and Governance - The company has a complete asset independence, with clear ownership and control over its assets, and no instances of shareholders occupying assets or funds[106] - The company is independent in its business operations, with separate procurement, production, sales, and R&D systems, and has no competitive relationship with its major shareholders[134] - The company has an independent financial system, including a separate accounting department, financial management system, and bank accounts, ensuring financial independence from its major shareholders[135] - The company ensures the financial independence of its listed subsidiaries, including maintaining separate financial departments, accounting systems, and bank accounts, and avoiding shared financial personnel with other controlled enterprises[186] - The company commits to avoiding unfair competition and ensuring fair market-based pricing for unavoidable related-party transactions with its listed subsidiaries[186] - Ning Guoyun has committed to avoiding competition with the company and ensuring the independence of the company's assets, personnel, finance, organization, and business[195] - Ning Guoyun has pledged to reduce and regulate related-party transactions with the company to protect the interests of the company and its shareholders[195] - Baota Petrochemical has committed to relinquishing voting rights for 398,415,924 shares of the company, effective from December 8, 2023, for a period of 36 months[200] - Baota Petrochemical will not seek actual control of the company during the commitment period[200] Board and Committee Activities - Zhang Wenjun resigned as an independent director on November 29, 2023, due to holding the position in more than three domestic listed companies, and will continue to fulfill his duties until a new independent director is elected[109] - The company held multiple board meetings in 2023, including the 20th to 27th meetings of the 9th Board of Directors, with resolutions disclosed on the same day as the meetings[120] - The Audit Committee reviewed and approved various reports and plans, including the 2022 annual report, internal control self-assessment report, and financial budget report for 2023[123] - The Strategic Committee approved the "Northwest Bearing Three-Year Development Plan (2024-2026)" on October 23, 2023[123] - The company conducted 1 annual general meeting and 3 extraordinary general meetings in 2023, passing 21 proposals, with separate voting for minority investors to ensure their participation and supervision rights[133] - The company held its 2022 annual general meeting with a 29.36% attendance rate and two extraordinary general meetings in 2023 with attendance rates of 1.07% and 29.36% respectively[137] - Li Xiuyong resigned as the company's vice president on August 17, 2023, but continues to serve as a director[139] - Li Changsheng has been serving as the company's director, chairman, and general manager since January 2023, and as chairman since September 2023[145] - Guo Weihong currently serves as the company's vice president, board secretary, and chief legal officer, and holds multiple directorships in affiliated companies[146] Internal Control and Compliance - The company conducted 14 training sessions on internal control systems and identified 3 non-compliant items during the reporting period[174] - No financial or non-financial report significant defects were identified during the reporting period[179] - The company emphasizes the protection of shareholder rights, particularly for minority shareholders, through continuous improvement of corporate governance and internal control systems[189] Employee Distribution and Structure - Total number of employees at the end of the reporting period is 844, with 611 production personnel, 28 sales personnel, 62 technical personnel, 14 financial personnel, and 129 administrative personnel[153]

Financial Performance - The company's operating revenue for the first quarter of 2024 was CNY 57,199,793.99, representing a 10.16% increase compared to CNY 51,924,685.71 in the same period last year[9]. - The net loss attributable to shareholders for the first quarter of 2024 was CNY -16,918,126.13, a 5.16% improvement from CNY -17,838,772.65 in the previous year[9]. - The basic earnings per share for the first quarter of 2024 was CNY -0.01, an improvement of 50.00% from CNY -0.02 in the same period last year[9]. - Net profit for the quarter was CNY -15,761,598.32, an improvement from CNY -17,720,660.70 in the same period last year[29]. - The net profit attributable to the parent company for the first quarter was -¥16,918,126.13, compared to -¥17,838,772.65 in the previous period, showing an improvement of 5.2%[49]. Cash Flow and Liquidity - The net cash flow from operating activities improved to CNY -20,357,071.57, a 35.08% increase compared to CNY -31,359,057.15 in the same period last year[9]. - Cash received from sales of goods and services was CNY 73,948,733.94, compared to CNY 57,976,842.45 in the previous period, marking a 27.5% increase[30]. - The company reported a net cash outflow of ¥20,847,213.78 for the period, compared to an outflow of ¥35,083,462.41 in the previous period, indicating a reduction in cash burn[51]. - Cash and cash equivalents at the end of the reporting period decreased to ¥68,264,642.91 from ¥89,010,428.59 at the beginning of the period, a decline of approximately 23.3%[51]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 1,091,027,661.53, a decrease of 1.82% from CNY 1,111,242,736.30 at the end of the previous year[9]. - The total assets amounted to CNY 1,091,027,661.53, a decrease from CNY 1,114,140,382.07 in the previous period[26]. - Total liabilities decreased to ¥547,767,629.83 from ¥551,955,587.29, a reduction of approximately 0.76%[47]. - The total equity attributable to the parent company decreased to ¥485,633,260.83 from ¥505,701,837.37, a decline of about 3.96%[47]. - The equity attributable to shareholders decreased by 3.42% to CNY 485,633,260.83 from CNY 502,804,191.60 at the end of the previous year[9]. Operating Costs and Expenses - Total operating costs increased to CNY 72,370,818.94, up from CNY 69,126,514.37, reflecting a rise of 3.2%[29]. - Financial expenses rose by 206.44% year-on-year, mainly due to increased interest expenses from short-term borrowings[41]. - Tax expenses increased by 79.47% year-on-year, mainly due to an increase in value-added tax surcharges[19]. Receivables and Other Income - Accounts receivable financing increased by 33.25% compared to the beginning of the period, mainly due to the reclassification of notes receivable[17]. - Other receivables increased by 55.65%, primarily due to an increase in bid guarantees[18]. - Other income increased by 40.24% year-on-year, attributed to an increase in personal income tax refund[41]. - Non-operating income surged by 2901.69% year-on-year, primarily due to increased penalty income during the period[41]. - Non-operating expenses decreased by 99.68% year-on-year, mainly due to reduced debt restructuring losses[41]. Shareholder Information - Total number of common shareholders at the end of the reporting period was 71,907[42]. - The number of shares held by the largest shareholder, Baota Petrochemical Group Co., Ltd., was 398,415,924, representing 34.99% of total shares[42]. Prepayments and Contract Liabilities - Prepayments increased by 89.53% compared to the beginning of the period, primarily due to advance payments for steel to suppliers[40]. - The company’s contract liabilities increased to ¥13,007,463.72 from ¥12,409,027.21, an increase of approximately 4.8%[47].

证券代码：000595 证券简称：宝塔实业 公告编号：2024-025 宝塔实业股份有限公司 2023 年年度监事会工作报告 本公司及董事会全体成员保证信息披露内容的真实、准确 和完整，没有虚假记载、误导性陈述或重大遗漏。 2023 年度，公司监事会认真履行《公司法》和《公司章 程》赋予的权利和义务，严格按照公司《监事会议事规则》 履职尽责，本着对公司和全体股东负责的态度，忠实履行监 事会各项工作职能，积极开展相关工作，对公司依法运作情 况和公司董事、高级管理人员履职情况进行监督，依法维护 公司及股东合法权益，持续促进公司规范化运作和稳健发展。 一、定期召开监事会会议、列席董事会及股东大会会议 情况 （一）监事会会议召开情况。 （一）公司依法运作情况。 公司严格按照国家有关法律法规、《公司章程》以及内 部治理规则规范运作，监事会认为：报告期内公司各项决策 规范，通过优化内部控制体系，持续改善治理结构和运行体 系。本报告期，公司股东大会、董事会会议的召开、表决程 序及各项决议符合有关法律法规及《公司章程》规定。公司 董事及高管人员没有违反法律法规、《公司章程》或损害公 司利益行为。 （二）检查公司财务情况。 报 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-031 宝塔实业股份有限公司 宝塔实业股份有限公司(以下简称"公司")于 2024 年 4 月 17 日分别召开的第十届董事会第三次会议、第十届监事会 第三次会议，审议并通过了《2023 年度利润分配预案》，该 议案尚需提交至公司 2023 年度股东大会审议，现将具体情况 公告如下: 一、2023 年度利润分配预案基本情况 公司根据利安达会计师事务所（特殊普通合伙）审计机构 出具的标准无保留意见的 2023 年度审计报告，2023 年年度母 公司实现净利润为-55,637,726.05 元，加年初未分配利润 -793,446,222.96 元，报告期末可供股东分配的利润为 -849,083,949.01 元。截至 2023 年 12 月 31 日，公司合并报 表未分配利润为-160,858,544.50 元。 公司 2023 年末未分配利润为负值，为保障公司持续、稳 定、健康发展，更好地维护全体股东的长远利益，公司董事会 提出 2023 年度利润分配预案为：2023 年度拟不派发现金红利， 1 不送红股，不以资本公积金转增股本。 二、2023 年 ...