本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、误导性陈 述或者重大遗漏。 按照深圳证券交易所《上市公司自律监管指引第 7 号——交易与关联交易》 的要求，公司通过查验万向财务有限公司（以下简称"财务公司"）《金融许可证》 《企业法人营业执照》等证件资料，取得并审阅资产负债表、利润表等财务报表 （未经审计），对财务公司与财务报表相关的资金、信贷、投资、稽核、信息管 理等风险管理体系的制定及实施情况进行了评估，具体情况报告如下： 一、财务公司基本情况 顺发恒业股份公司关于 万向财务有限公司的风险评估报告 财务公司系经中国人民银行银复(2002)205 号文批准，由万向集团公司内成 员企业共同出资组建的非银行金融机构。现持有编码为 L0045H233010001 的金 融许可证和统一社会信用代码为 91330000742903006P 的营业执照。现有注册资 本 185,000 万元，其中：万向集团公司出资 122,254.17 万元，占 66.08%；万向钱 潮股份公司出资32,991.67万元，占17.83%；万向三农集团有限公司出资17,729.16 万元，占 9.59%；德农种业股份公司 ...

顺发恒业股份公司章程 顺发恒业股份公司 二 O 二三年八月 | 第一章 | 总 则 2 | | --- | --- | | 第二章 | 经营宗旨和范围 3 | | 第三章 | 股 份 3 | | 第一节 | 股份发行 3 | | 第二节 | 股份增减和回购 4 | | 第三节 | 股份转让 5 | | 第四章 | 股东和股东大会 6 | | 第一节 | 股东 6 | | 第二节 | 股东大会的一般规定 8 | | 第三节 | 股东大会的召集 10 | | 第四节 | 股东大会的提案与通知 11 | | 第五节 | 股东大会的召开 13 | | 第六节 | 股东大会的表决和决议 15 | | 第五章 | 董事会 19 | | 第一节 | 董事 19 | | 第二节 | 董事会 22 | | 第六章 | 总经理及其他高级管理人员 26 | | 第七章 | 监事会 28 | | 第一节 | 监事 28 | | 第二节 | 监事会 29 | | 第八章 | 财务会计制度、利润分配和审计 30 | | 第一节 | 财务会计制度、利润分配 30 | | 第二节 | 内部审计 34 | | 第三节 | 会计师事务所的聘任 ...

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 123,955,809.23, representing a 2.79% increase compared to CNY 120,591,696.44 in the same period last year[24]. - The net profit attributable to shareholders of the listed company reached CNY 85,156,354.69, a significant increase of 104.47% from CNY 41,647,435.66 year-on-year[24]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 70,824,030.75, up 172.76% from CNY 25,965,596.49 in the previous year[24]. - The basic earnings per share doubled to CNY 0.04 from CNY 0.02 in the same period last year[24]. - The total profit reached 116.23 million yuan, showing a significant increase of 103.75% compared to the same period last year[39]. - The company reported a total revenue of 685.6 million for the first half of 2022, reflecting a significant increase compared to the previous period[64]. - The net profit for the first half of 2022 was CNY 89,753,163.56, compared to CNY 44,589,775.00 in the first half of 2021, indicating an increase of approximately 101.0%[129]. - The total comprehensive income for the period was CNY 89,753,163.56, compared to CNY 44,589,775.00 in the previous period, representing an increase of 100.0%[130]. Assets and Liabilities - The total assets of the company increased by 4.01% to CNY 9,455,214,725.96 compared to CNY 9,090,496,518.77 at the end of the previous year[24]. - The net assets attributable to shareholders of the listed company slightly decreased by 0.07% to CNY 6,204,670,350.91 from CNY 6,208,918,052.32 at the end of the previous year[24]. - Cash and cash equivalents at the end of the reporting period amounted to approximately CNY 5.64 billion, representing 59.66% of total assets[52]. - The company's total current liabilities were reported at ¥2.02 billion, compared to ¥1.63 billion at the beginning of the year, marking an increase of about 23.36%[120]. - The total assets at the end of the reporting period amounted to 9.16 billion yuan, with a year-on-year increase of 3.53%[144]. Cash Flow - The net cash flow from operating activities was CNY 391,809,449.89, a decrease of 62.41% compared to CNY 1,042,224,700.05 in the same period last year[24]. - The operating cash flow for the first half of 2022 was CNY 391,809,449.89, down from CNY 1,042,224,700.05 in the previous year, reflecting a decrease of about 62.4%[134]. - The total cash flow from investment activities was negative CNY 1,373,489,460.00, compared to a positive cash flow of CNY 320,214,981.06 in the previous year, indicating a significant shift in investment cash flow[135]. Business Operations - The company has adjusted its business scope to include power generation, transmission, and real estate development, among other activities[23]. - The company is actively involved in the real estate sector, with major projects located in Zhejiang (Hangzhou) and Anhui (Huainan)[31]. - The company is focusing on enhancing its property management services in response to new regulations and market demands[37]. - The wind power sector is being developed with multiple projects planned, including 9 key wind power projects in Zhejiang province[38]. - The company is implementing a new online and offline integrated property service model to improve service efficiency and quality[39]. Market and Strategic Outlook - The company plans to expand its market share in the clean energy sector, leveraging the national "dual carbon" goals to enhance its competitive position[67]. - The company is facing risks from policy changes in the real estate sector, which could impact its future development[66]. - The company aims to enhance its technological capabilities through ongoing research and development initiatives[143]. - The company plans to expand its market presence and invest in new product development to drive future growth[143]. - Future guidance indicates an optimistic outlook with expected revenue growth of 20% for the next quarter[150]. Shareholder and Equity Information - The company has repurchased a total of 25,184,435 shares, accounting for 1.04% of the total share capital, with a total expenditure of approximately RMB 89.39 million[105]. - The largest shareholder, Wanxiang Group, holds 61.33% of the shares, totaling 1,491,831,780 shares[107]. - The company has not engaged in any significant equity or non-equity investments during the reporting period[58]. - The company did not issue any preferred shares during the reporting period[113]. Compliance and Governance - The company strictly adhered to environmental laws and regulations, with no administrative penalties for environmental issues during the reporting period[76]. - The company maintains a multi-tier governance structure, including a board of directors, supervisory board, and various specialized committees[161]. - The company’s financial statements are prepared in accordance with the accounting standards set by the Ministry of Finance, ensuring a true and complete reflection of its financial status[170]. Risks and Challenges - The company has identified natural disaster risks, particularly from extreme weather affecting its wind power projects, and is implementing safety management measures[68]. - The company is committed to a "de-real estate" strategy to mitigate risks associated with the real estate market[65]. - The company is exploring potential mergers and acquisitions to strengthen its market position[143].

Dividend Distribution - The company plans to distribute a cash dividend of 2.75 CNY per 10 shares (including tax) to all shareholders, with no bonus shares issued[5]. - The total amount of cash dividends (including other methods) was 822,364,145.46 CNY, representing 100% of the distributable profits[121]. - The company's cash dividend proposal is to distribute CNY 2.75 per 10 shares, totaling CNY 602,241,012.45, which represents 371.89% of the net profit attributable to shareholders for 2022[124]. - The company did not implement any stock dividend or capital reserve conversion to increase share capital for the year 2022[124]. - The company’s cash dividend distribution plan was approved by the board and shareholders, ensuring compliance with regulations[120]. Financial Performance - The company's operating revenue for 2022 was ¥307,198,713.90, representing a 12.95% increase compared to ¥271,980,037.86 in 2021[19]. - The net profit attributable to shareholders for 2022 was ¥161,939,108.96, a significant increase of 69.48% from ¥95,551,741.92 in the previous year[19]. - Basic earnings per share rose to ¥0.07 in 2022, a 75.00% increase from ¥0.04 in 2021[20]. - The company reported a total profit of CNY 226.11 million for the year, reflecting a growth of 66.63% year-on-year[45]. - The company's total revenue for 2022 reached CNY 650.95 million, representing a year-on-year increase of 104.32%[51]. Cash Flow and Financial Position - The net cash flow from operating activities decreased by 69.76% to ¥452,234,348.34 in 2022, down from ¥1,495,496,555.84 in 2021[20]. - The total cash inflow from operating activities was 933,694,330.13 yuan, down 56.04% from 2,124,110,618.96 yuan in the previous year[64]. - The net increase in cash and cash equivalents was -1,340,121,748.78 yuan, indicating a significant decline compared to an increase of 1,310,713,903.13 yuan in the previous year[64]. - The company's cash and cash equivalents accounted for 59.15% of total assets at the end of 2022, slightly up from 59.14% at the beginning of the year[65]. - The company reported investment income of 54,283,411.43 yuan, which constituted 24.01% of total profit, primarily from interest income on time deposits and equity method investments[62]. Business Operations and Strategy - The company has shifted its main business focus to include power generation, transmission, and real estate development as of May 10, 2022[18]. - The company aims to enhance its clean energy business and strategic investments, focusing on the Yangtze River Delta integration and Zhejiang Bay Area development[41]. - The company is committed to a "de-housing" strategy to accelerate sales and improve cash flow management[45]. - The company is actively involved in the development of smart community services and property management improvements in response to local government policies[31]. - The company plans to expand its market share in the clean energy sector by increasing installed capacity and asset scale, leveraging the opportunities presented by the national "dual carbon" goals[82]. Governance and Compliance - The company emphasizes the importance of adhering to the disclosure requirements set by the Shenzhen Stock Exchange for the real estate industry[5]. - The board of directors has confirmed the accuracy and completeness of the annual report, ensuring no misleading statements or omissions[4]. - The company has established a clear and independent governance structure, ensuring compliance with relevant laws and regulations, which enhances operational efficiency and governance standards[86]. - The company maintains complete independence from its controlling shareholder in terms of assets, personnel, finance, organization, and business operations, ensuring autonomous operational capabilities[89]. - The company has implemented a robust internal control system and governance structure, continuously optimizing its operational framework in line with regulatory requirements[88]. Market Conditions and Industry Trends - In 2022, the national real estate development investment was 1,328.95 billion yuan, a decrease of 10.0% compared to the previous year[30]. - The sales area of commercial housing in 2022 was 1,358.37 million square meters, down 24.3% year-on-year[30]. - The average price of new residential properties in Hangzhou in 2022 was 34,742 yuan per square meter, an increase of 9.9% year-on-year[35]. - The total installed capacity of wind power in China reached approximately 370 million kilowatts by the end of 2022, a year-on-year increase of 11.2%[32]. - The company recognizes the importance of "guaranteeing delivery" in the real estate sector as a key focus for policy development in 2023, aiming to stabilize the market[78]. Employee and Talent Management - The company has a training coverage rate of 100%, focusing on clean energy business transformation[117]. - The total number of employees at the end of the reporting period was 541, with 536 from major subsidiaries and 5 from the parent company[115]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 1.68 million yuan[104]. - The company’s employee training programs are designed to enhance skills in clean energy industry research and project construction[118]. - The company emphasizes the importance of talent acquisition and training to support long-term development[42]. Risk Management - The company has outlined potential risks and countermeasures in the management discussion and analysis section of the report[5]. - The company is committed to enhancing safety management and disaster response capabilities to mitigate risks from extreme weather conditions affecting its wind power projects[83]. - The company is actively involved in assessing financial risks and enhancing its internal control mechanisms[112]. - The internal control audit report indicates that the company maintained effective financial reporting internal controls as of December 31, 2022[133]. - The company has not identified any significant risk issues during its self-inspection and is committed to continuously improving its internal control system and corporate governance[133].

Financial Performance - The company's operating revenue for 2021 was ¥271,980,037.86, a decrease of 58.14% compared to ¥649,697,807.98 in 2020[22]. - The company has reported a significant decline in revenue, with a drop from ¥1,648,829,583.73 in 2019 to ¥271,980,037.86 in 2021[22]. - The net profit attributable to shareholders of the listed company for 2021 was ¥95,551,741.92, a decrease of 64.08% compared to the previous year[24]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥60,703,857.82, down 68.30% year-on-year[24]. - The basic earnings per share for 2021 was ¥0.04, a decrease of 63.64% compared to the previous year[24]. - The weighted average return on equity was 1.52%, down from 3.81% in the previous year[24]. - The company achieved total operating revenue of CNY 271.98 million, a decrease of 58.14% compared to the previous year[44]. - The net profit attributable to the parent company was CNY 95.55 million, down 64.08% year-on-year[44]. Cash Flow and Assets - The net cash flow from operating activities was ¥1,495,496,555.84, an increase of 185.11% compared to the previous year[24]. - The total assets at the end of 2021 were ¥9,090,496,518.77, representing a 15.87% increase from the end of 2020[24]. - Operating cash inflow increased by 294.73% to 2,124,110,618.96 yuan, while cash outflow decreased by 72.61% to 628,614,063.12 yuan[61]. - The company's cash and cash equivalents increased by 1,310,713,903.13 yuan, reflecting a substantial growth[62]. - The total assets included cash of 5,376,524,840.60 yuan, which constituted 59.14% of total assets[64]. Business Operations - The company has not made any changes to its major business operations during the reporting period[22]. - The company has confirmed that it will not make any forward-looking profit commitments for 2022 due to uncertainties[5]. - The company has not commenced any new construction projects in 2021, resulting in a 100% decrease in new construction area[51]. - The company has begun to venture into the wind power industry, focusing on the development, construction, and operation of wind power projects, converting wind energy into electricity for sale[36]. - The company is actively pursuing market expansion and new strategies, including the development of renewable energy projects in line with provincial policies[40]. Market Conditions - The company faced significant challenges in the real estate market due to policy changes and economic pressures, impacting overall performance[33]. - The property service market is experiencing increased competition and consolidation, with major players expanding their market share through acquisitions[34]. - The wind power market is expected to grow significantly as China aims for carbon neutrality, with supportive policies being implemented[35]. - The company’s main business revenue primarily comes from the real estate sector and property services, with significant projects located in Zhejiang (Hangzhou) and Anhui (Huainan)[36]. Shareholder and Governance - The company plans not to distribute cash dividends or issue bonus shares for the year[6]. - The company has acknowledged potential risks in its operations and has outlined strategies to address them[5]. - The company has improved its corporate governance structure and internal control systems, ensuring compliance with relevant laws and regulations[92]. - The company maintains complete independence from its controlling shareholder in terms of assets, personnel, finance, and operations[95]. - The company has established an independent financial management department and operates with its own financial systems and tax obligations[95]. Strategic Initiatives - The company is focusing on clean energy and smart mobility, aiming for a low-carbon and sustainable development strategy[44]. - The company is committed to optimizing its talent structure and management systems to meet the demands of its evolving business strategy[86]. - The company is responding to the "carbon peak and carbon neutrality" strategy by developing clean energy technologies and exploring smart city service models[81]. - The company aims to position itself as a "city construction management service provider" and to become a participant in exploring better urban living, with a mission to enhance urban experiences and images[121]. Risks and Challenges - The company faces risks from policy changes in the real estate and wind power sectors, which could impact future growth and operational stability[84]. - The competitive landscape in the clean energy sector is intensifying, with a focus on project development and resource acquisition to enhance market share[87]. - The company has strengthened safety management and technical supervision to mitigate risks from extreme weather affecting wind power projects in coastal Zhejiang[88]. Employee and Social Responsibility - The total number of employees at the end of the reporting period was 531, with 2 from the parent company and 529 from major subsidiaries[127]. - The company fully paid social insurance and housing provident fund for all employees, ensuring the protection of employee rights[149]. - The company actively engaged in social responsibility initiatives, including a monthly donation campaign to support community welfare[149].

关于顺发恒业股份公司 非经营性资金占用及其他关联资金往来情况的专项审核说明 (变) 中国杭州市钱江新城新业路8号UDC时代大厦A座5-8层、12层、23层 Floors 5-8. 12 and 23, Block A UDC Times Bullding. No. 8 Xinye Road. Qıanjıang New Cıty, Hangzhou Tel. 0571-88879999 www.zhcpa.cn C t 目 录 Q 页 次 一、关于非经营性资金占用及其他关联资金往来情况的 专项审核说明 1-2 二、非经营性资金占用及其他关联资金往来情况汇总表 3 0 中国杭州市钱江新城新业路8号UDC时代大厦A座5-8层、12层、23层 Floors S-8, 12 and 23, Block A, UDC Times Building No. 8 Xinye Road. Qıanjiang New City, Hangzhou Tel. 0571-88879999 www.zhcpa.cn ris / t 关于顺发恒业股份公司 非经营性资金占用及其他关联资金往来情况的专项审核说明 中汇会专[2022]197 ...

www.zhcpa.cn e d you . . . . . . . 关于顺发恒业股份公司 2021 年度涉及财务公司关联交易的存款、贷款等 金融业务的专项说明 中国杭州市钱江新城新业路8号UDC时代大厦A座5－8层、12层、23层 Floors 5–8, 12 and 23. Block A UDC Times Building, No. 8 Xlnye Road. Qianjiang New City. Hangzhou Tel. 0571-88879999 Fax. 0571-88879000 我们接受委托,根据中国注册会计师审计准则审计了顺发恒业股份公司(以下 简称顺发恒业公司)2021 年度财务报表,包括 2021 年 12 月 31 日的合并及母公司 资产负债表,2021 年度的合并及母公司利润表、合并及母公司现金流量表、合并 及母公司所有者权益变动表以及财务报表附注,并于 2022年 4月 14日出具了无保 留意见的审计报告。 按照深圳证券交易所《信息披露业务备忘录第 37 号一涉及财务公司关联存贷 款等金融业务的信息披露》的要求,顺发恒业公司编制了本专项说明所附的 2021 年度涉及财务公司关 ...

关于顺发恒业股份公司 2022 年度涉及财务公司关联交易的存款、贷款等 金融业务的专项说明 中国杭州市钱江新城新业路8号UDC时代大厦A座5-8层、12层、23层 Floors 5–8. 12 and 23, Block A, UDC Tirnes Building, No. 8 Xinye Road. Qianjiang New City, Hangzhou Tel. 0571-88879999 www.zhcpa.cn / 关于顺发恒业股份公司 2022 年度涉及财务公司关联交易的存款、贷款等 会融业务的专项说明 中汇会专[2023]2134号 顺发恒业股份公司全体股东: 第 1 页 共 3 页 am- 我们接受委托,审计了顺发恒业股份公司(以下简称顺发恒业公司)2022年度财 务报表,并出具了中汇会审[2023]2132号无保留意见的审计报告。 根据《深圳证券交易所上市公司自律监管指引第7号 -- 交易与关联交易(2023 年修订)》(深证上[2023]21号)的相关规定,顺发恒业公司编制了本专项说明所附 的《2022年度涉及财务公司关联交易的存款、贷款等金融业务汇总表》(以下简称 汇总表)。 如实编制 ...

录 目 页 次 一、非经营性资金占用及其他关联资金往来情况的专项 审核说明 1-2 二、非经营性资金占用及其他关联资金往来情况汇总表 www.zhcpa.cn 中国杭州市钱江新城新业路8号UDC时代大厦A座5-8层、12层、23层 Floors 5–8, 12 and 23, Block A. UDC Times Building. No. 8 Xinye Road. Qianjiang New City, Hangzhou Tel. 0571-88879999 Fax. 0571-88879000 关于顺发恒业股份公司 非经营性资金占用及其他关联资金往来情况的专项审核说明 中国杭州市钱江听城所业路8号UDC时代大厦A座5-8层、12层、23层 Floors 5-8 12 and 23, Block A UDC Times Building. No. 8 Xinye Road Qianjiang New City. Hangzhou TeL 0571-88879999 Fax. 0571-88879000 www.zhcpa.cn ress .. 1474 .. . 201 _1 3 关于顺发恒业股份公司 非 ...

顺发恒业股份公司 2021 年度审计报告 中国杭州市钱江新城新业路8号UDC时代大厦A座5-8层、12层、23层 Floors 5-8, 12 and 23, Block A, UDC Times Building. No. 8 Xinye Road, Qianjiang New City, Hangzhou www.zhcpa.cn Tel. 0571-88879999 Fax. 0571-88879000 and and e 财务报表审计报告 | 报告防伪编码: | 268583263318 | | --- | --- | | 被审计单位名称: | 顺发恒业股份公司 | | 报 告 属 期: | 2021年01月01日 - 2021年 12月 31日 | | 报 告 文 号: | 中汇会审[2022]1972号 | | 签字注册会计师: | 孔令江 | | 注 师 编 号: | 330000191911 | | 签字注册会计师: | 方立强 | | 注 师 编 号: | 330000140086 | | 事 务 所 名 称: | 中汇会计师事务所(特殊普通合伙) | | 事 务 所 电 话: | 0571 ...