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]

证券代码：000595 证券简称：宝塔实业 公告编号：2024-033 宝塔实业股份有限公司 2023 年度内部控制自我评价报告 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。 根据《企业内部控制基本规范》及其配套指引规定和其 他内部控制监管要求（以下简称"企业内部控制规范体系"）， 结合宝塔实业股份有限公司（以下简称"公司"）内部控制 制度和评价办法，公司组织内控相关部门针对以往年度出现 的问题进行修正和整改工作，加强了内部控制日常监督和专 项监督，截至 2023 年 12 月 31 日（内部控制评价报告基准 日），董事会对公司内部控制有效性进行了评价。 一、重要声明 按照企业内部控制规范体系规定,建立健全和有效实施 内部控制，评价其有效性，如实披露内部控制评价报告公司 是董事会的责任。监事会对董事会建立和实施内部控制进行 监督。管理层负责组织领导企业内部控制日常运行。公司董 事会、监事会及董事、监事、高级管理人员保证本报告内容 不存在任何虚假记载、误导性陈述或重大遗漏，并对报告内 容的真实性、准确性和完整性承担个别及连带法律责任。 1 公司内部控制目标是合 ...

为建立健全宝塔实业股份有限公司(以下简称"公司")科 学、持续、稳定的股东回报机制，增强公司现金分红的透 明度，给予投资者合理的投资回报，引导投资者树立长期投 资和理性投资理念，根据《关于进一步落实上市公司现金 分红有关事项的通知》及《上市公司监管指引第3号——上 市公司现金分红》要求和《宝塔实业股份有限公司章程》 （以下简称"《公司章程》"）规定，结合公司实际经营情况 及未来发展需要，特制定公司2024-2026年度股东回报规划 （以下简称"本规划"），主要内容如下： 一、制定原则 本规划的制定符合相关法律法规及《公司章程》有关利润 分配政策规定，在综合考虑股东合理投资回报和公司可持续发 展的基础上，兼顾公司短期利益与长远发展，充分听取和考虑 股东（特别是中小股东）、独立董事和监事意见，制定持续、 稳定的利润分配政策，以保证利润分配政策的连续性和稳定 性。 二、考虑因素 宝塔实业股东有限公司 2024-2026年度股东回报规划 1 公司着眼于可持续发展，在综合分析企业发展战略、股东 要求和意愿、社会资金成本、外部融资环境等因素的基础上， 充分考虑公司目前及未来盈利规模、现金流量状况、发展所处 阶段、项目投资 ...

独立董事年度述职报告 （张文君） 作为宝塔实业股份有限公司的独立董事，2023 年本人严 格按照《公司法》、《上市公司独立董事管理办法》、《深 圳证券交易所股票上市规则》等法律法规、规范性文件和《公 司章程》规定，忠实履行职责，认真审议董事会各项议案， 并对相关事项发表独立意见，充分发挥独立董事作用，维护 公司整体利益和全体中小股东合法权益。现将本人在 2023 年度履行独立董事职责的情况报告如下： 一、出席董事会及列席股东大会情况 2023 年，公司第九届董事会共召开 8 次董事会会议，召 集年度股东大会 1 次、临时股东大会 3 次，所有会议本人均 亲自出席，对董事会提交审议的全部议案均投票表决。本人 对提案涉及事项进行了认真的分析、研究，通过与管理层的 充分沟通和交流，本着审慎和客观态度，对董事会审议的提 案均投了赞成票。本人能够认真审议董事会议案，审慎行使 表决权，诚信、勤勉地履行作为独立董事应尽的职责，维护 了公司的整体利益和全体股东特别是广大中小股东的利益。 二、参加专门委员会工作情况 2023 年，本人作为审计委员会主任委员、战略委员会委 员、薪酬与考核委员会委员，对提交董事会和股东大会的议 案 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-029 宝塔实业股份有限公司 2023 年度财务决算报告 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。 一、财务状况 （一）资产状况 截至 2023 年 12 月 31 日，公司合并资产总计 111,124.27 万元，较年初 124,403.71 万元减少 13,279.44 万元，降幅 10.67%。主要资产项目如下： 1.货币资金 10,049.93 万元，较年初 12,803.41 万元减 少 2,753.48 万元，降幅 21.51%，主要是经营活动现金净流 出所致。 2.应收票据 5,703.70 万元，较年初 5,845.27 元减少 141.57 万元，降幅 2.42%。 3.应收账款 15,551.60 万元，较年初 15,260.51 万元增 加 291.09 万元，增幅 1.91%，主要是营业收入增长所致。 4.应收款项融资 351.42 万元，较年初 208.50 万元增加 142.92 万元，增幅 68.55%，主要是以公允价值计量且其变 动计入其他综合收益的应收票据增 ...

利安达会计师事务所(特殊普通合伙) 宝塔实业股份有限公司 审 计 报 告 2023 年度 目 录 | | | | | | | | | | | | 页次 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 一 | 、 审 | | 计 | 报 | 告 | | | | | | | 1-6 | | 二 | 、 合 | 债 | 并 | 资 | 产 | 负 | 表 | | | | 7-8 | | | 三 | 、 合 | | 并 | 利 | 润 | 表 | | | | | | 9 | | 四、 | | 合并现金流量表 | | | | | | | | | | 10 | | 五 | 、 | 合 并 股 东 权 益 变 动 表 | | | | | | | | | | 1 1 -12 | | 六 | 、 | 资产负债表 | | | | | | | | | | 13 -1 4 | | 七 | 、 | 利润表 | | | | | | | | | | 15 | | 八 | 、 | 现 金 流 量 表 | | | | | ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-024 宝塔实业股份有限公司 2023 年年度董事会工作报告 一是持续优化内控体系，提升管理效能。修订完善公司 相关制度，共修订完善 23 项管理制度，内容涉及公司章程、 对外投资、发展战略、工作细则、管理交易、募集资金、社 会责任、信息披露、独立董事工作等。二是全面推行经理层 契约化管理。结合公司未来发展方向，按岗位分工，明确经 理层成员的业绩目标和工作任务，严肃兑现程序，确保考核 结果兑现正负激励机制的落地。三是充分保障董事高效履职。 公司制定董事长办公会制度，通过董事长与独立董事专项沟 通、重大事项决策前沟通调研、经理层定期汇报决议执行等 强化了公司内外部董事沟通顺畅。定期向董事会成员提供有 关宏观政治、经济、监管政策和资本市场资讯信息，以便董 事及时了解行业动态。组织董事会成员前往到公司及所属企 业、重点项目一线实地考察和现场调研，"问诊把脉"，发 挥董事专业知识能力和"智库作用"，使董事的专业意见和 建议真正转化为促进公司管理提升的动力。四是完善监管机 2 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 ...

证券代码：000595 证券简称：宝塔实业 公告编号：2024-038 宝塔实业股份有限公司 第十届董事会第三次会议决议的公告 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第十届董事会第三次会议于 2024 年 4 月 10 日以电子邮件方式发出，会议于 2024 年 4 月 17 日 以现场及通讯方式召开。会议应出席董事 6 人，实际出席董事 6 人，其中 2 名独立董事通讯方式表决，其余董事现场方式表 决。会议由董事长李昌盛先生主持。会议的召开符合《公司法》 等法律法规及《公司章程》规定。本次会议审议并通过了以下 议案： 一、《2023 年年度董事会工作报告》；（详见公司在巨 潮资讯网发布的公告） 表决结果：6 票同意，0 票反对，0 票弃权 本议案尚需提交 2023 年度股东大会审议。 二、《2023 年年度总经理工作报告》；（详见公司在巨 潮资讯网发布的公告） 表决结果：6 票同意，0 票反对，0 票弃权 三、《2023 年年度报告及摘要》；（详见公司在巨潮资 1 讯网发布的公告） 表决结果：6 票同意，0 票反对，0 票弃权 ...

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].