大连友谊（集团）股份有限公司独立董事 关于控股股东及其他关联方占用公司资金、公司对外担保情况的 专项说明和独立意见 根据中国证监会《上市公司监管指引第 8 号—上市公司资金往来、对外担保的 监管要求》、《上市公司独立董事规则》及《公司章程》等的规定和要求，作为大连 友谊（集团）股份有限公司（以下简称"公司"）的独立董事，认真审阅相关材料后， 对公司控股股东及其他关联方占用公司资金情况和对外担保情况发表如下独立意见： 一、控股股东及其他关联方占用公司资金情况 2023 年 1 月 1 日至 2023 年 6 月 30 日（以下简称"报告期"），公司不存在控股 股东及其他关联方非经营性占用公司资金的情况或以前期间发生延续到报告期的非 经营性占用公司资金情况，符合相关规定，不存在损害公司及股东特别是中小股东 利益的情形。 大连友谊（集团）股份有限公司 2023 年 1 月 1 日至 2023 年 6 月 30 日，公司未发生任何形式的对外担保事项， 也不存在以前期间发生并延续到报告期的对外担保事项，公司严格按照相关法律、 法规、规范性文件及《公司章程》等规定，执行了对外担保制度。 基于上述情况，我们认为在报告期内公 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥41,510,782.53, a decrease of 2.38% compared to ¥42,524,084.05 in the same period last year[5] - The net loss attributable to shareholders was ¥8,804,252.88, an improvement of 8.66% from a loss of ¥9,638,636.77 in the previous year[5] - The net profit for Q1 2023 was -10,993,931.82 CNY, an improvement from -12,072,181.67 CNY in Q1 2022, representing a decrease in loss of approximately 9%[17] - Operating profit for Q1 2023 was -10,995,389.04 CNY, compared to -12,060,904.64 CNY in the same period last year, indicating a reduction in operating loss of about 8.8%[17] - Total comprehensive income for Q1 2023 was -10,993,931.82 CNY, compared to -12,072,181.67 CNY in Q1 2022, reflecting a year-over-year improvement of approximately 9%[18] Cash Flow and Liquidity - The net cash flow from operating activities was ¥4,680,249.23, a significant increase of 113.17% compared to a negative cash flow of ¥35,547,612.36 in the same period last year[5] - Cash flow from operating activities generated a net inflow of 4,680,249.23 CNY, a significant recovery from a net outflow of -35,547,612.36 CNY in Q1 2022[20] - The company's cash and cash equivalents increased to CNY 132,784,256.77 from CNY 107,668,280.68 at the beginning of the year, representing a growth of 23.3%[13] - Cash and cash equivalents at the end of Q1 2023 increased to 114,020,237.77 CNY from 104,339,233.59 CNY at the end of Q1 2022, marking an increase of about 9.6%[20] Assets and Liabilities - The total assets at the end of the reporting period were ¥981,601,340.22, reflecting a 1.30% increase from ¥968,988,048.24 at the end of the previous year[5] - Total liabilities increased to CNY 672,030,418.24 from CNY 648,423,194.44, indicating a rise of 3.6%[15] - Accounts receivable decreased significantly to CNY 40,926.00 from CNY 2,907,199.00, indicating improved collection efforts[13] - Inventory levels decreased to CNY 35,073,492.83 from CNY 37,469,696.11, showing a reduction of 6.4%[14] Shareholder Information - The basic and diluted earnings per share were both -¥0.025, showing an improvement of 7.41% from -¥0.027 in the same period last year[5] - The total number of ordinary shareholders at the end of the reporting period was 22,125[9] Financial Challenges and Legal Issues - The company has ongoing litigation related to acquisition disputes, which may impact future profitability, but the outcome remains uncertain[11] - The company is actively monitoring the legal proceedings and their potential implications on financial performance[11] Financial Expenses and Impairments - The company incurred financial expenses of 6,992,070.30 CNY in Q1 2023, up from 5,633,375.98 CNY in Q1 2022, representing an increase of approximately 24%[17] - The company reported a credit impairment loss of 359,295.38 CNY in Q1 2023, a significant improvement from a loss of -1,638,522.97 CNY in Q1 2022[17] Investment Activities - The total cash outflow from investing activities was 33,539.82 CNY in Q1 2023, compared to 111,334.69 CNY in Q1 2022, indicating a reduction in investment outflows of about 69.9%[20] - The company raised 30,000,000.00 CNY through financing activities in Q1 2023, compared to 8,400,000.00 CNY in Q1 2022, reflecting an increase of approximately 257%[20]

Financial Performance - The company's operating revenue for Q1 2023 was ¥41,510,782.53, a decrease of 2.38% compared to ¥42,524,084.05 in the same period last year[5] - The net loss attributable to shareholders was ¥8,804,252.88, representing an improvement of 8.66% from a loss of ¥9,638,636.77 in the previous year[5] - The net profit for Q1 2023 was -10,993,931.82 CNY, an improvement from -12,072,181.67 CNY in Q1 2022, indicating a reduction in losses by approximately 9%[18] - Operating profit for the quarter was -10,995,389.04 CNY, compared to -12,060,904.64 CNY in the same period last year, reflecting a 8.8% decrease in operating losses[18] - Total comprehensive income for the quarter was -10,993,931.82 CNY, compared to -12,072,181.67 CNY in the previous year, showing a 9% improvement[19] Cash Flow and Liquidity - The net cash flow from operating activities was ¥4,680,249.23, a significant increase of 113.17% compared to a negative cash flow of ¥35,547,612.36 in the same period last year[5] - Cash flow from operating activities generated a net inflow of 4,680,249.23 CNY, a significant turnaround from a net outflow of -35,547,612.36 CNY in Q1 2022[21] - Cash and cash equivalents increased to CNY 132,784,256.77 from CNY 107,668,280.68 at the beginning of the year, representing a growth of 23.3%[14] - Cash and cash equivalents at the end of the period increased to 114,020,237.77 CNY from 104,339,233.59 CNY at the end of Q1 2022, marking a 9.3% increase[21] - The company reported a decrease in cash outflows from operating activities, which totaled 150,774,805.53 CNY compared to 196,717,402.93 CNY in the previous year, a reduction of approximately 23.4%[21] Assets and Liabilities - The total assets at the end of the reporting period were ¥981,601,340.22, reflecting a 0.99% increase from ¥971,958,048.24 at the end of the previous year[5] - Total assets as of March 31, 2023, were CNY 981,601,340.22, compared to CNY 968,988,048.24 at the beginning of the year, showing an increase of 1.3%[16] - Total liabilities increased to CNY 672,030,418.24 from CNY 648,423,194.44, marking a rise of approximately 3.6%[16] - The company's equity attributable to shareholders decreased to CNY 360,503,061.81 from CNY 369,307,314.69, a decline of about 2.2%[16] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 22,125[10] - The top shareholder, Wuxin Investment Holdings (Shenzhen) Co., Ltd., held 28.06% of the shares, amounting to 100,000,000 shares, which are currently frozen[10] Operational Metrics - Accounts receivable decreased by 98.59% compared to the beginning of the period, primarily due to the recovery of funds from non-cash transactions in retail[8] - Accounts receivable decreased significantly to CNY 40,926.00 from CNY 2,907,199.00, indicating a reduction of approximately 98.6%[14] - Inventory decreased to CNY 35,073,492.83 from CNY 37,469,696.11, reflecting a decline of about 6.4%[15] - The company incurred financial expenses of 6,992,070.30 CNY, up from 5,633,375.98 CNY in the previous year, representing a 24.1% increase[18] Future Outlook - The company is currently involved in ongoing litigation related to a dispute with its former controlling shareholder, which may impact future profits[12] - The company has not provided specific guidance for future performance due to uncertainties surrounding the ongoing litigation[12] Research and Development - Research and development expenses were not explicitly detailed in the provided data, but the company continues to focus on innovation and product development[18] Financing Activities - The company raised 30,000,000.00 CNY through financing activities, significantly higher than 8,400,000.00 CNY in Q1 2022, indicating a strong capital influx[21]

大连友谊（集团）股份有限公司 证券代码：000679 股票简称：大连友谊 编号：2023—019 大连友谊（集团）股份有限公司 本次业绩说明会通过深圳证券交易所提供的"互动易"平台采用网络远程的方 式举行，投资者可登录"互动易"平台（http://irm.cninfo.com.cn），进入"云访谈" 栏目参与本次业绩说明会。 公司出席本次业绩说明会的人员有：公司董事长李剑先生；董事、总经理、财 务总监、董事会秘书姜广威先生；公司资金财务部、证券事务部相关人员等。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提前向 投资者公开征集问题，广泛听取投资者的意见和建议。投资者可访问"互动易"平 台（http://irm.cninfo.com.cn）"云访谈"栏目进入公司 2022 年年度报告业绩说明 会页面，提交您所关注的问题。公司将在业绩说明会上对投资者普遍关注的问题进 行回答。此次活动交流期间，投资者仍可登录活动界面进行互动提问。欢迎广大投 资者积极参与。 特此公告。 大连友谊（集团）股份有限公司董事会 2023 年 4 月 20 日 关于举办 2022 年度网上业绩说明会的公告 本公司 ...

Financial Performance - The company's operating revenue for 2022 was ¥149,462,333.69, a decrease of 15.24% compared to ¥176,334,372.09 in 2021[19]. - The net profit attributable to shareholders for 2022 was -¥50,162,615.70, showing an improvement of 76.77% from -¥215,911,693.13 in 2021[19]. - The net cash flow from operating activities was -¥40,878,586.88, a decline of 190.35% compared to -¥14,078,990.83 in 2021[19]. - Basic earnings per share for 2022 were -¥0.1407, an improvement of 76.93% from -¥0.6100 in 2021[19]. - The total assets at the end of 2022 were ¥968,988,048.24, a decrease of 6.78% from ¥1,039,486,499.70 at the end of 2021[19]. - The net assets attributable to shareholders at the end of 2022 were ¥369,307,314.69, down 11.96% from ¥419,469,930.39 at the end of 2021[19]. - The company reported a total revenue of 149.46 million yuan in 2022, a decrease of 15.24% compared to 176.33 million yuan in 2021[40]. - The net loss attributable to shareholders was 50.16 million yuan, a reduction in loss of 76.77% year-on-year[40]. - Retail business revenue was 144.49 million yuan, down 16.45%, accounting for 96.67% of total revenue[41]. - The total profit for 2022 was CNY -59,756,541.50, a significant reduction from CNY -295,598,067.03 in 2021[178]. - The company's operating profit was CNY -59,774,500.90, compared to CNY -295,595,348.46 in the previous year, indicating a narrowing loss[177]. Revenue and Sales Trends - The company has shown a consistent decline in revenue and profitability over the past three years, indicating ongoing financial challenges[19]. - In 2022, the company's retail sales in Dalian experienced a decline of 16.45%, with revenue amounting to 14,448.72 million yuan[34]. - The total retail sales in China for 2022 reached 43,973.3 billion yuan, a decrease of 0.2% compared to the previous year[29]. - The online retail sales in China grew by 4.0% in 2022, with physical goods online retail sales increasing by 6.2%[29]. - The company reported a quarterly operating revenue of ¥42,524,084.05 in Q1, ¥39,328,479.55 in Q2, ¥32,358,177.62 in Q3, and ¥35,251,592.47 in Q4 of 2022[23]. - Dalian Friendship reported a significant increase in online sales, which accounted for 30% of total sales in 2022, up from 20% in 2021[192]. Operational Adjustments and Strategies - The company maintained its focus on enhancing operational efficiency and optimizing the shopping experience despite the decline in sales[33]. - The company is focusing on the transformation of the Jinshigu project in Dalian and seeking strategic partnerships with other domestic real estate companies[37]. - The company plans to enhance its sustainable development capabilities by exploring external opportunities and strategic collaborations[37]. - The company aims to enhance its retail operations by optimizing management, accurately targeting customer groups, and deepening cooperation with brand partners[65]. - The company is addressing potential funding risks by improving capital structure and ensuring liquidity stability[67]. - The company has initiated a new strategy to improve supply chain efficiency, aiming to reduce operational costs by 8% in the upcoming fiscal year[192]. Governance and Management - The company has established a governance structure that complies with relevant laws and regulations, ensuring effective internal control and risk management[71]. - The company maintains independence from its controlling shareholder in terms of personnel, assets, finance, and operations, ensuring autonomous business capabilities[75]. - The board of directors operates efficiently, fulfilling their duties and ensuring compliance with laws and regulations[72]. - The supervisory board actively monitors the legality and compliance of the actions of directors and senior management, ensuring shareholder rights are protected[73]. - The company has a dedicated financial department with an independent accounting system, ensuring financial independence and integrity[75]. - The company has implemented effective investor relations management, facilitating ongoing communication with investors through various channels[73]. Shareholder and Equity Information - The total number of shares after the recent changes is 356,400,000, maintaining a 100.00% ratio[145]. - The total number of shareholders at the end of the reporting period was 42,147, with no significant changes noted[147]. - The controlling shareholder, Wuxin Investment Holdings (Shenzhen) Co., Ltd., holds 28.06% of the shares, totaling 100,000,000 shares[148]. - The second largest shareholder, Dalian Friendship Group Co., Ltd., holds 3.34% of the shares, totaling 11,907,894 shares[148]. - The company reported no changes in the controlling shareholder or actual controller during the reporting period[150]. Future Outlook and Plans - The company plans to expand its market presence by entering three new regional markets in 2023, aiming for a revenue increase of 20% in these areas[192]. - Dalian Friendship is investing in new product development, with a budget allocation of 100 million yuan for R&D in 2023, focusing on enhancing product quality and innovation[192]. - The company has set a performance guidance for 2023, targeting a revenue growth of 10% and a net profit margin improvement of 5%[192]. - The company is exploring potential mergers and acquisitions to enhance its market share, with a focus on companies that complement its existing product lines[192]. - The company plans to expand its market presence and invest in new product development to drive future growth[194].

Group 1: Company Overview - The main business components of the company include retail, hotels, and real estate, along with traditional businesses such as ship supply and duty-free goods sales [2] - The duty-free goods sales and warehousing projects are in collaboration with China Duty Free Group Co., Ltd., primarily serving cruise ships, with stable performance [2] Group 2: Business Performance and Transformation - Traditional main business has seen a decline due to macroeconomic downturn, with further details to be released in the 2014 annual report on April 29, 2015 [3] - The company is undergoing a strategic transformation focused on service-oriented principles [3] Group 3: Market Strategy - In retail, the company aims to integrate online and offline sales, maintaining a mid-to-high-end product positioning while cautiously developing physical stores [3] - In real estate, the company plans to adjust its existing inventory and gradually change the scale and development approach of its real estate business [3] Group 4: Participation in Regional Initiatives - The company will closely monitor the progress of the "China-Japan-Korea Free Trade Zone" and "Belt and Road" initiatives, planning to integrate resources and actively participate if substantial progress is made [3]

Group 1: Company Background and Restructuring - The company primarily operates in the retail, hotel, and real estate sectors, facing challenges due to economic downturns and internet influences [2] - The restructuring aims to extend existing services while maintaining its consumer service provider identity, seeking a transformation path [2][3] Group 2: Restructuring Process and Approvals - The company is actively working on documents and materials related to the major asset restructuring, including audits and evaluations [3] - Key approvals required include board and shareholder meetings, provincial government approvals, and regulatory approvals from the China Securities Regulatory Commission [4][5] Group 3: Business Model and Industry Position - The target company's business includes four major sectors: guarantee, credit, credit investigation, and internet finance, forming a complete financing service industry chain [4] - The guarantee sector is a significant revenue source, with an average guarantee fee rate of 2.5% to 3%, aligning with industry standards [5][6] Group 4: Future Development Plans - The company plans to integrate existing and new businesses, focusing on sustainable growth and better returns for investors [7] - The real estate sector will focus on inventory digestion and projects that meet essential and improvement needs, while retail will enhance customer experience and explore online opportunities [7]

Group 1: Company Development Strategy - The company plans to adjust its real estate inventory and focus on residential projects that cater to essential and improvement needs, while moderately developing retail operations through a "department store shopping center" and "online-offline integration" approach [2][3] - The restructuring aims to expand the company's service range from product services to financing services, enhancing overall efficiency and investor returns [4][5] Group 2: East Port Project Land Reclamation - The company signed a land use rights transfer contract in September 2010 for land in the East Port area, with a total land price of 152.5123 million yuan, of which 76.5123 million yuan has been paid [3][4] - In December 2014, the Dalian government decided to reclaim the land use rights and returned the paid land transfer price along with interest, totaling 182,057,400 yuan received by February 2015 [3][4] Group 3: Impact of Restructuring on Shareholders - The restructuring is expected to enhance the company's market value, allowing both new and existing shareholders to benefit [4][5] - The company currently operates in the retail, hotel, and real estate sectors, facing challenges from e-commerce and market downturns, which have led to a shift from double-digit growth to stagnation or negative growth [4][5] Group 4: Risk Management in Guarantee Business - The company has established a comprehensive risk management system to control guarantee credit risks, including a risk warning mechanism and a complete reserve system to enhance risk resistance [5][6] - As of September 30, 2015, key risk indicators in the guarantee sector showed good performance, reflecting the company's competitive advantage in risk control [5][6] Group 5: Han Jin Financial Overview - Han Jin Internet Finance, established in September 2014, has achieved a transaction volume of 360 million yuan and a user base of 20,000, with total investments exceeding 300 million yuan and earnings over 15 million yuan [5][6] - The platform benefits from strong shareholder backing, substantial capital strength, a professional team, a mature risk management system, and government policy support [6]

Group 1: Company Overview and Financial Performance - Dalian Friendship (Group) Co., Ltd. aims to become a leading internet finance enterprise nationwide [1] - The company has a registered capital of 300 million CNY, making it the largest state-owned P2P lending platform in Central China [4] - As of March 2015, Han Jin Suo has achieved a transaction volume of 360 million CNY, with over 20,000 users and total investments exceeding 300 million CNY, generating profits of over 15 million CNY [3] Group 2: Risk Management and Control - The average guarantee fee rate is between 2.5% and 3%, which is considered standard in the industry [3] - The company has established a comprehensive risk management culture and system, focusing on independent checks and balances [6] - Various guarantee measures, including personal guarantees and asset pledges, are employed to effectively control business risks [6] Group 3: Strategic Development and Future Plans - The company plans to expand its business scope to include guarantee, credit, and internet finance services, enhancing synergy with existing retail and real estate operations [7] - Future development will focus on becoming a leading financing service provider in China, with strong capital and industry influence [8] - The company aims to leverage its state-owned background to explore national market expansion and establish a comprehensive business model [5] Group 4: Market Challenges and Adaptation - The retail sector faces significant challenges from e-commerce, leading to stagnant sales and market pressures [10] - The hotel industry is experiencing oversupply and competitive pricing issues, affecting overall profitability [10] - The real estate sector is undergoing adjustments after a period of growth, with a focus on meeting essential housing needs [11]

Group 1: Company Overview and Investor Relations - The company is 大连友谊 (Dalian Friendship) with stock code 000679 [1] - The investor relations activity took place on January 14, 2016, from 14:30 to 17:00 [3] - Participants included representatives from various securities and fund management companies [2] Group 2: Financial Concerns and Risk Management - Recent rumors about the major shareholder pledging company stocks were confirmed to be untrue; the major shareholder is using stock pledges for operational funding [3] - The company has been controlling its development scale since 2012 due to economic downturns, focusing on risk management [4] - The company has a three-tier risk control system and a credit review committee to ensure financial stability [4] Group 3: Business Transformation and Restructuring - The company is undergoing restructuring to adapt to economic pressures and the internet's impact on its three main business sectors: retail, hospitality, and real estate [5] - The restructuring aims to integrate financing services with existing operations to enhance investor returns [5] - The real estate sector is adjusting its inventory and focusing on essential housing projects [6] Group 4: Future Growth and Market Position - The company plans to expand its guarantee business, anticipating significant growth in the domestic guarantee industry [7] - The target for investment in 2016 is set at a minimum of 2.6 billion RMB, with aspirations to reach 5 billion RMB [10] - The company aims to establish 汉金所 (Han Jin Suo) as a leading internet finance brand in Central China [12] Group 5: Credit and Data Management - The credit business is supported by a comprehensive database of over 1 million registered enterprises in Wuhan, enhancing service offerings [9] - The company has been involved in the credit industry since 2000 and has established itself as a pilot unit for national credit systems [9] Group 6: Team and Organizational Structure - 汉金所's team consists of approximately 100 employees, with a focus on technology, product development, and marketing [12] - The company emphasizes employee satisfaction and is considering equity incentive plans in the future [12]