证券代码：000820 证券简称：神雾节能 神雾节能股份有限公司 投资者关系活动记录表 编号：20180501 | --- | --- | --- | |----------------|------------------------|------------------------------------------------------------| | | | | | | □ | 特定对象调研 □分析师会议 | | 投资者关系活动 | □ | 媒体采访 □业绩说明会 | | 类别 | □ 新闻发布会 □路演活动 | | | | □ 现场参观 | | | | √ | 其他 （关于公司当前业务进展及战投相关事项电话会议） | | 参与单位名称及 | | 众壹资产、中信建投证券、中投证券、中山证券、中化集团、中 | | 人员姓名 | | 国银行、浙商基金、昭焕资产、招商证券、越榕资本、圆石投资、 | | | | 元信投资、邮储银行、永恒投资、永安国富资产、银叶投资、银 | | | | 华基金、银河证券、易凯投资、星石投资、信诺投资、信达证券、 | | | | 显益资产、务聚投资、武汉长江六屏投资、五牛基金 ...

神雾节能股份有限公司 2022 年第三季度报告 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。 重要内容提示： 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记载、误导性陈述或重 大遗漏，并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明：保证季度报告中财务信息的真实、准确、 完整。 神雾节能股份有限公司 2022 年第三季度报告 证券代码：000820 证券简称：神雾节能 公告编号：2022-059 □是 否 1 神雾节能股份有限公司 2022 年第三季度报告 一、主要财务数据 （一） 主要会计数据和财务指标 3.第三季度报告是否经过审计 公司是否需追溯调整或重述以前年度会计数据 □是 否 | | 本报告期 | 本报告期比上年同期 | 年初至报告期末 | 年初至报告期末比上 | | --- | --- | --- | --- | --- | | | | 增减 | | 年同期增减 | | 营业收入（元） | 39,123,748.19 | 14,574.20% | 60, ...

Financial Performance - The company's operating revenue for the first half of 2022 was ¥21,214,082.29, representing a significant increase of 1,560.45% compared to ¥1,277,610.61 in the same period last year[18]. - The net profit attributable to shareholders of the listed company was -¥3,140,392.60, a decrease of 100.16% from ¥1,962,007,535.02 in the previous year[18]. - The net cash flow from operating activities was -¥22,112,842.18, showing an improvement of 70.93% compared to -¥76,080,268.30 in the same period last year[18]. - The total assets at the end of the reporting period were ¥260,040,867.22, down 17.72% from ¥316,047,634.72 at the end of the previous year[18]. - The weighted average return on net assets was -3.77%, a decrease of 144.00% from 140.23% in the previous year[18]. - The company reported a basic earnings per share of -¥0.0049, a decline of 100.16% from ¥3.08 in the same period last year[18]. - Operating costs rose to ¥16,817,900.85, reflecting a 2,669.08% increase from ¥607,345.14, primarily due to increased business volume[31]. - The company reported a net loss of CNY 3,140,392.60 for the first half of 2022, compared to a net loss of CNY 7,808,983.42 in the same period of 2021[131]. - The total profit (loss) for the first half of 2022 was -5,069,328.43 yuan, compared to a profit of 1,972,496,355.16 yuan in the previous year[132]. Strategic Focus and Plans - The company plans to focus on clean smelting design and general contracting in the steel metallurgy industry and industrial wastewater treatment, leveraging its core technologies[26]. - The company aims to enhance its market positioning and business layout by shifting towards its advantageous technology fields[26]. - The company is committed to providing comprehensive solutions in various sectors, including natural gas pressure energy utilization and industrial wastewater treatment[26]. - The company plans to expand its market presence in regions such as Shandong and Liaoning, focusing on the steel, non-ferrous, and coal markets[27]. - The company is exploring market expansion opportunities, particularly in the clean energy sector, to enhance its competitive position[79]. - The company is actively pursuing strategic partnerships and potential acquisitions to bolster its growth trajectory[79]. - The company plans to enhance its market expansion strategies in the upcoming quarters, focusing on new product development and technological advancements[146]. Research and Development - Research and development investment increased by 89.87% to ¥482,383.27 from ¥254,061.26, driven by higher R&D spending in subsidiaries[31]. - The company has made significant efforts in research and development of new technologies, although specific figures were not disclosed in the report[79]. - The company has allocated 1.9 million for research and development, aiming to enhance its competitive edge in the industry[149]. Corporate Governance and Compliance - The company has established a relatively complete corporate governance structure to ensure fair and equitable treatment of all shareholders[62]. - The company has not engaged in any securities or derivative investments during the reporting period[43][44]. - The company has not sold any significant assets or equity during the reporting period[46][47]. - The semi-annual financial report has not been audited[72]. - The company received an administrative penalty decision from the China Securities Regulatory Commission, imposing a fine of 400,000 yuan for information disclosure violations[75]. - The company confirmed that it does not constitute a situation of continuous losses for four years or negative net assets for three consecutive years, thus avoiding mandatory delisting[75]. Shareholder Information - The controlling shareholder, Shenwu Group, has not fulfilled its profit compensation commitment, with a cumulative shortfall of ¥120,000 million from 2016 to 2018[50]. - As of the report date, Shenwu Group holds 238,600,000 shares, accounting for 37.44% of total shares, all of which are pledged and frozen, posing a risk to the company's control stability[51]. - The company has a total of 637,245,222 shares, with 100% ownership[105]. - The total number of common shareholders at the end of the reporting period is 22,772[109]. - The largest shareholder, Shenwu Technology Group Co., Ltd., holds 37.44% of the shares[110]. Legal and Litigation Matters - There are ongoing litigation matters involving the company, with a claim amount of 70 million yuan from the Bank of China, which is currently under review[78]. - The company faced a legal dispute with the Nanchang New District government, which has been resolved with a settlement, leading to the withdrawal of the lawsuit[79]. - The company has ongoing litigation related to a guarantee contract dispute with the Bank of China, which remains unresolved[81]. - The company and its controlling shareholder, Shenwu Group, were listed as untrustworthy due to unresolved legal obligations, with Shenwu Group involved in 400 litigation cases[81]. Financial Position and Cash Flow - Cash and cash equivalents at the end of the reporting period amounted to ¥6,774,662.82, representing 2.61% of total assets, a decrease of 4.91% compared to the previous year[39]. - Accounts receivable decreased to ¥73,360,112.5, accounting for 28.21% of total assets, down 2.44% year-over-year, primarily due to increased cash collection from sales[39]. - The company reported a total revenue of 5,731.78 million CNY for the first half of 2022, reflecting a significant increase compared to the previous period[79]. - The total cash and cash equivalents at the end of the first half of 2022 were 6,744,501.85 CNY, significantly lower than 83,659,452.40 CNY at the end of the first half of 2021[140]. - The net cash flow from investing activities was 6,106,386.52 CNY in the first half of 2022, compared to 27,443,689.89 CNY in the same period of 2021, reflecting a decrease of approximately 78%[140]. Market Conditions and Challenges - The company is actively participating in various energy-saving and environmental protection project tenders, but faces uncertainties in market order acquisition due to industry policy adjustments and commodity price fluctuations[52]. - Future performance guidance indicates a cautious outlook, with expected revenue growth of approximately 5% for the next fiscal year[146]. Miscellaneous - The company has not reported any new product developments or technological advancements in the current period[102]. - There were no significant related party transactions or major contracts during the reporting period[83][84][90][97]. - The company has not provided any guarantees to related parties or subsidiaries during the reporting period, with a total guarantee amount of 0 yuan[95][96].

Financial Performance - The company's operating revenue for Q1 2022 was ¥9,507,480.40, marking an increase compared to the previous year[3] - The net profit attributable to shareholders decreased to -¥2,767,237.92, a 90.30% improvement from -¥28,526,099.41 in the same period last year[3] - Basic and diluted earnings per share improved to -¥0.0043, an 89.25% increase from -¥0.0400 in the previous year[3] - Net loss for Q1 2022 was CNY 4,847,112.82, a significant improvement from a net loss of CNY 28,526,099.41 in the previous year[19] Cash Flow - The net cash flow from operating activities was -¥11,142,411.03, a significant decline of 14,508.53% compared to the previous year[3] - Operating cash inflow for Q1 2022 reached RMB 29,404,519.01, a significant increase of 30,081.64% compared to RMB 97,425.19 in Q1 2021[8] - Operating cash outflow for Q1 2022 was RMB 40,546,930.04, up 23,243.28% from RMB 173,698.49 in the same period last year[8] - Total cash inflow from operating activities amounted to 29,404,519.01 yuan, while cash outflow was 40,546,930.04 yuan, resulting in a negative cash flow from operations[23] - The total cash and cash equivalents decreased by 16,068,608.82 yuan during the period, highlighting liquidity challenges[23] Assets and Liabilities - Total assets decreased by 12.01% to ¥278,095,192.71 compared to the end of the previous year[3] - The company's total assets decreased from CNY 316,047,634.72 in the previous quarter to CNY 278,095,192.71[17] - Total liabilities decreased from CNY 180,022,506.77 to CNY 146,917,177.58 over the same period[17] - The company's total equity decreased from CNY 136,025,127.95 to CNY 131,178,015.13[17] Expenses - Research and development expenses increased to ¥268,059.77, reflecting a rise in investment in R&D activities[7] - The company reported a significant increase in management expenses, which rose to CNY 4,294,282.51 from CNY 1,856,699.23 year-over-year[18] - The company experienced a credit impairment loss of CNY -1,354,519.15, compared to a loss of CNY -11,777,336.44 in the previous year[18] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 25,487, with no preferred shareholders[10] - The largest shareholder, Shenwu Technology Group, holds 37.44% of shares, totaling 238,600,000 shares, all of which are pledged[10] Operational Challenges - The company is focusing on resuming operations in the steel and metallurgy design business, particularly in Liaoning and Shandong regions[13] - The company is experiencing delays in project development due to the impact of localized COVID-19 outbreaks affecting on-site inspections and bidding processes[13] Regulatory and Audit Information - The company has not yet received any formal administrative penalty conclusions from the regulatory authority as of the report date[13] - The company did not conduct an audit for the first quarter report, which may affect the reliability of the financial data presented[24]

Financial Performance - The company's operating revenue for 2021 was ¥120,157,347.64, a significant increase of 7,127.41% compared to ¥1,662,522.48 in 2020[19] - The net profit attributable to shareholders in 2021 reached ¥1,990,216,791.53, marking a 648.29% increase from a loss of ¥362,986,552.32 in 2020[19] - Basic earnings per share for 2021 were ¥3.1232, a 647.93% increase from a loss of ¥0.570 per share in 2020[19] - The company recorded a total of 1,996,453,109.88 CNY in non-recurring gains and losses for the year 2021, compared to -65,107,176.18 CNY in 2020[27] - The company received government subsidies amounting to 50,000,000.00 CNY in 2021, which were closely related to its normal business operations[26] - The company reported a debt restructuring gain of 1,558,357,173.20 CNY in 2021, primarily from the bankruptcy reorganization of Jiangsu Institute[26] Cash Flow and Investments - The net cash flow from operating activities was negative at ¥144,399,618.78, a decline of 4,203.08% compared to a positive cash flow of ¥3,519,301.74 in 2020[19] - Operating cash inflow increased significantly to ¥122.54 million, a year-on-year increase of 1,069.86%[56] - Investment cash inflow surged to ¥27.56 million, marking a year-on-year increase of 15,464.01%[56] - Financing cash inflow reached ¥214.02 million, with net cash flow from financing activities increasing to ¥144.79 million, a year-on-year increase of 5,171.78%[56][57] - The net increase in cash and cash equivalents was ¥21.90 million, reflecting a year-on-year increase of 2,685.90%[56] Assets and Liabilities - Total assets at the end of 2021 amounted to ¥316,047,634.72, an increase of 2,254.89% from ¥13,420,893.22 at the end of 2020[20] - The net assets attributable to shareholders were ¥84,775,378.06 at the end of 2021, a recovery of 103.56% from a negative net asset of ¥2,380,134,658.63 at the end of 2020[20] - The company's tax payable increased by 84.58% to ¥18,153,854.3 due to the subsidiary's pending sales tax transfer[66] - Other payables decreased significantly by 5,821.42% to ¥98,708,369.4 as the company has followed the bankruptcy reorganization plan to settle debts[66] Business Strategy and Operations - The company is focusing on the energy-saving and environmental protection industry, which is experiencing rapid growth and is supported by national policies[31] - The company plans to enhance its resource recycling capabilities and strengthen waste management in line with national environmental policies[32] - The company aims to integrate advanced technologies and improve its environmental protection processes to align with the national "dual carbon" strategy[32] - The company has adjusted its business strategy and operational focus following the bankruptcy reorganization of Jiangsu Institute, aiming for a more advantageous market position[33] - The company plans to expand its market presence in regions such as Shandong and Liaoning, while continuing to strengthen its core technology and project capabilities[36] Governance and Compliance - The company has established a robust internal control system, particularly enhancing management in finance, general affairs, and legal departments[86] - The company has conducted three shareholder meetings during the reporting period, adhering to legal and regulatory requirements for governance[85] - The board of directors consists of eight members, including three independent directors, ensuring a balanced decision-making structure[86] - The company maintains a transparent information disclosure process, complying with relevant laws and regulations to ensure timely and accurate communication with shareholders[87] - The company has completed rectification measures and is continuously improving its governance and compliance training for directors and senior management[180] Legal and Regulatory Issues - The company is currently involved in a lawsuit with East Asia Bank, with a claim amounting to 80 million yuan[175] - The company faced a penalty of 400,000 yuan for information disclosure violations, as mandated by the China Securities Regulatory Commission[178] - The company has received warnings and fines for information disclosure violations from the regulatory authority, affecting several board members[179] - The audit report issued by Zhongzheng Zhonghuan indicated significant uncertainties regarding the company's ability to continue as a going concern[160] Research and Development - The company has filed for 26 patents related to various systems, including gas compression and heat recovery systems, enhancing its technological capabilities[35] - Research and development expenses reached ¥1,230,144.71, representing 1.02% of operating revenue, a notable increase from 0.00% in 2020[54] - The number of R&D personnel increased to 5, representing 10.20% of the workforce, a 100% increase from 2020[54] - The company is focusing on enhancing its research and development capabilities, with an investment of 100 million RMB planned for the next year[184] Employee and Management - The total number of employees at the end of the reporting period was 50, with 54 employees receiving salaries during the period[120] - The company has actively recruited industry elites to build a composite management team, emphasizing performance-based compensation to attract young technical and management talents[80] - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to approximately 1.43 million CNY[111] - The company has maintained a consistent management team with no significant changes in the executive roles during the reporting period[99] Market Outlook - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 25%[184] - New product development includes the launch of an innovative energy-saving technology expected to reduce costs by 30%[184] - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share within the next two years[184] - The company has established strategic partnerships with key industry players to enhance its competitive edge in the market[184]

Financial Performance - The company's operating revenue for Q3 2021 was CNY 266,615.93, a decrease of 11.87% compared to the same period last year[2]. - The net profit attributable to shareholders for Q3 2021 was CNY 15,575,754.29, an increase of 129.60% year-on-year[2]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -804,632.04, a decrease of 97.80% compared to the same period last year[2]. - The basic earnings per share for Q3 2021 was CNY 0.02, an increase of 125.00% year-on-year[2]. - Operating revenue for the first nine months of 2021 was CNY 1,544.23 million, a decrease of 56.33% compared to CNY 3,535.96 million in the same period of 2020[8]. - Net profit for the third quarter of 2021 reached CNY 1,986.79 million, a significant increase of 1195.16% from a net loss of CNY 181.42 million in the same quarter of 2020[9]. - The total comprehensive income for the period amounted to ¥1,986,792,231.34, a decrease of ¥181,416,063.12 compared to the previous period[28]. Assets and Liabilities - The total assets at the end of Q3 2021 were CNY 217,462,297.04, an increase of 1,520.33% compared to the end of the previous year[2]. - The equity attributable to shareholders at the end of Q3 2021 was CNY 63,511,675.84, an increase of 102.67% compared to the end of the previous year[2]. - Total assets increased significantly to CNY 217,462,297.04 from CNY 13,420,893.22 year-over-year[22]. - Total liabilities decreased to CNY 114,856,417.29 from CNY 2,393,555,551.85[23]. - The company reported a significant increase in other receivables, rising to CNY 21,010,733.30 from CNY 1,661,524.91[22]. Cash Flow - The net cash flow from operating activities for the year-to-date was CNY -131,318,050.75, a decrease of 2,021.22%[2]. - Cash inflow from operating activities was ¥86,806,636.84, compared to ¥4,416,740.89 in the previous period, indicating a significant increase[31]. - Cash inflow from investing activities totaled ¥31,175,468.07, while cash outflow was ¥5,593,990.00, resulting in a net cash flow of ¥25,581,478.07[31]. - Cash inflow from financing activities was ¥214,022,697.46, with a net cash flow of ¥145,290,927.80 after outflows[32]. - The ending balance of cash and cash equivalents was ¥40,562,593.67, compared to ¥298,532.64 at the end of the previous period[32]. Government Support and Non-Recurring Gains - The company received government subsidies amounting to CNY 50,000,000.00 during the reporting period[4]. - The company reported a total of CNY 16,380,386.33 in non-recurring gains for the year-to-date, primarily from debt restructuring gains[4]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 31,198, with the largest shareholder holding 37.44% of the shares[11]. - The minority shareholders' equity increased due to the dilution of control over subsidiaries, calculated at 49%[9]. - Shenwu Group holds 37.44% of the company's shares, all of which are pledged and subject to judicial freezing, raising concerns about the stability of the company's control[19]. Risks and Investigations - The company continues to face delisting risk due to a negative net profit and revenue below ¥100 million for the fiscal year 2020, which has led to ongoing delisting risk warnings from the Shenzhen Stock Exchange[13]. - The company has not met the performance compensation commitments of ¥1,200 million made by its controlling shareholder, Shenwu Group, for the years 2016 to 2018, which may impact its financial stability[17]. - The company has received a notice of investigation from the China Securities Regulatory Commission for suspected violations of information disclosure laws, which may affect its reputation and operations[18]. Operational Changes - The company reported a 100% reduction in non-current liabilities due to the settlement of bank debts as part of the bankruptcy reorganization plan[8]. - The capital reserve increased by 5206.29% to CNY 475.01 million, attributed to the signing of a settlement agreement with creditors[8]. - Research and development expenses decreased by 86.58% to CNY 910.11 million, as the metallurgical business did not incur R&D investments during the period[8]. - The company recorded a 13446.14% increase in asset disposal gains, amounting to CNY 26.34 million from the auction of office properties and intangible assets[9]. - The company recorded an operating profit of CNY 1,559,713,045.43, a turnaround from an operating loss of CNY 123,959,731.00[27]. - The total cost of operations decreased to CNY 11,694,225.25 from CNY 134,129,144.91 year-over-year[26]. Audit and Compliance - The third-quarter report was not audited, indicating that the figures may be subject to change[34]. - The company did not require adjustments to the beginning balance sheet items due to the new leasing standards, as all leases are short-term[33].

Financial Performance - The company's operating revenue for the first half of 2021 was ¥1,277,610.61, a decrease of 60.49% compared to ¥3,233,442.48 in the same period last year[22]. - The net profit attributable to shareholders for the first half of 2021 was ¥1,962,007,535.02, representing an increase of 1,623.38% from a net loss of ¥128,792,857.41 in the previous year[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥18,306,156.42, an improvement of 79.00% from -¥87,174,253.59 in the same period last year[22]. - The net cash flow from operating activities was -¥76,080,268.30, a significant decline of 1,627.68% compared to -¥4,403,611.20 in the previous year[22]. - Basic and diluted earnings per share for the first half of 2021 were both ¥3.08, a remarkable increase of 1,640.00% from -¥0.20 in the same period last year[22]. - The weighted average return on net assets was 140.23%, an increase of 146.42% from -6.19% in the previous year[22]. - The total operating revenue for the reporting period was CNY 1,277,610.61, a decrease of 60.49% compared to CNY 3,233,442.48 in the same period last year, primarily due to the bankruptcy reorganization of its subsidiary Jiangsu Institute[32]. - The operating costs significantly decreased by 96.70%, from CNY 18,425,028.20 to CNY 607,345.14, attributed to the same bankruptcy reorganization[32]. - The company reported a significant increase in cash flow from financing activities, amounting to CNY 131,290,927.80, which is a 2,792.61% increase from CNY 4,538,842.92 in the previous period[36]. - The company experienced a net cash increase of CNY 82,646,234.28, representing a 55,793.77% increase from CNY 147,863.06 in the previous period[36]. Assets and Liabilities - Total assets at the end of the reporting period were ¥313,358,578.82, a substantial increase of 2,234.86% from ¥13,420,893.22 at the end of the previous year[22]. - The net assets attributable to shareholders at the end of the reporting period were -¥29,800,603.75, an improvement of 98.75% from -¥2,380,134,658.63 at the end of the previous year[22]. - The total liabilities decreased significantly, with short-term borrowings dropping by 3,829.37% as a result of debt repayment under the bankruptcy restructuring plan[41]. - The total assets of the company as of June 30, 2021, were ¥1,106,958.95, which includes fixed assets valued at ¥240,333.38[44]. - The company reported a total of 22,000 in liabilities, reflecting a decrease of 9.24% compared to the previous period[81]. - The total liabilities as of June 30, 2021, were CNY 302,792,773.84, a decrease from CNY 1,994,793,919.83 at the end of 2020[154]. Bankruptcy and Restructuring - The company faces significant uncertainties regarding its ability to continue as a going concern, as highlighted in the audit report[7]. - The company completed the bankruptcy reorganization of Jiangsu Institute, with all creditors receiving their respective cash compensation as per the reorganization plan[29]. - The restructuring plan for Jiangsu Institute was approved by the creditors' meeting on March 25, 2021, and the court's ruling was made on April 23, 2021[77]. - The company’s subsidiary, Jiangsu Institute, has completed its bankruptcy reorganization plan, with assets valued at no less than 150 million injected to support future operations[83]. - The restructuring plan execution was completed on June 22, 2021, with the court terminating the restructuring process thereafter[194]. Shareholder and Governance Issues - The company continues to face delisting risk due to negative net profit and revenue below ¥100 million for the fiscal year 2020[53]. - The controlling shareholder has not fulfilled performance compensation commitments, with a cumulative net profit of 120 million CNY not met from 2016 to 2018[55]. - The controlling shareholder holds 238.6 million shares, accounting for 37.44% of total shares, all of which are pledged and frozen, posing risks to control stability[56]. - The company is under investigation for suspected violations of information disclosure regulations since November 2020[56]. - The company has signed a debt transfer and compensation agreement with Shenwu Environmental Protection and Hengjian Tong to mitigate potential losses[72]. Cash Flow and Financial Management - The company reported a significant reduction in research and development expenses, which fell by 94.44% to CNY 254,061.26 due to the suspension of projects[36]. - The company has taken measures to improve its financial situation by implementing cost-saving strategies and restoring operations[84]. - The company reported a total guarantee amount of 7,000 thousand, with an actual guarantee amount of -234.89% of the company's net assets[108]. - The company has a cash compensation obligation of 3,246,023,191.98 yuan due to the performance compensation agreement with its controlling shareholder[111]. - The company has signed a debt reduction agreement with China Merchants Bank, which has been approved by the board and shareholders[113]. Future Outlook and Strategic Initiatives - The company plans to enhance its market expansion strategies and invest in new technologies to improve operational efficiency[181]. - The company aims to increase its capital reserves through retained earnings and other equity instruments[181]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its product offerings[181]. - The company aims to achieve its strategic goal of asset securitization, which was initially set for April 2018, but has faced challenges in execution[74]. - Future outlook remains cautious with a focus on improving cash management and operational performance in the upcoming quarters[173].

Financial Performance - The net profit attributable to shareholders of the listed company for 2020 was negative, and the operating revenue was below 1 billion RMB[6]. - The company's operating revenue for 2020 was CNY 1,662,522.48, a decrease of 89.75% compared to CNY 16,227,342.49 in 2019[20]. - The net profit attributable to shareholders was -CNY 362,986,552.3, an improvement of 82.29% from -CNY 2,042,566,079 in the previous year[20]. - The basic earnings per share were -CNY 0.57, showing an 82.30% improvement from -CNY 3.21 in 2019[20]. - The company reported a significant reduction in net assets attributable to shareholders, which fell to -CNY 2,380,134,658 from -CNY 1,964,730,819, a decline of 18.00%[20]. - The company has faced continuous net losses for three consecutive years (2018, 2019, and 2020), raising concerns about its ability to continue as a going concern[6]. - The company is under additional risk warnings due to three consecutive years of negative net profit before non-recurring gains and losses[74]. - The company reported a significant reduction in sales expenses, which fell by 79.67% to ¥1,656,417.81 due to project stagnation and decreased business volume[47]. Bankruptcy and Restructuring - The company’s main subsidiary, Jiangsu Metallurgical Design Institute, was under bankruptcy reorganization throughout 2020, leading to a lack of normal business operations[6]. - The company is currently focusing on the bankruptcy reorganization of its wholly-owned subsidiary, Jiangsu Metallurgical Design Institute Co., Ltd., due to cash flow constraints[31]. - Jiangsu Institute applied for bankruptcy reorganization on December 31, 2020, and the plan was approved by the Nanjing Intermediate People's Court[150]. - The restructuring plan includes a debt repayment scheme where Jiangsu Institute's claims against the controlling shareholder are used to offset its debts to creditors[118]. - The restructuring investor has committed to inject assets valued at no less than 150 million yuan into Jiangsu Institute to support its future operations[105]. - The company has initiated a restructuring process, aiming to enhance governance by introducing competitive executives and improving internal control systems[73]. Risk Factors and Compliance - The company received an audit report indicating "inability to express an opinion" regarding internal controls due to insufficient testing samples[6]. - The company has detailed potential risk factors in its annual report, particularly in the section discussing future development outlook[6]. - The company is subject to additional risk warnings due to its financial performance and ongoing bankruptcy proceedings of its subsidiary[6]. - The company has faced multiple administrative penalties and has been required to implement corrective actions to comply with regulatory standards[116]. - The company has received public reprimands from regulatory bodies for various compliance issues, including financial mismanagement and performance compensation failures[116]. Cash Flow and Financial Management - The net cash flow from operating activities improved by 107.10%, reaching CNY 3,519,301.74 compared to -CNY 49,535,861.83 in 2019[20]. - The total amount of cash and cash equivalents increased by 112.09% to ¥785,970.87, compared to a decrease of ¥6,501,868.55 in 2019[48]. - The net cash flow from financing activities decreased primarily due to the bankruptcy proceedings of the wholly-owned subsidiary Jiangsu Institute, resulting in no cash inflow from financing activities[51]. - The company has a plan to repay debts through a dedicated payment guarantee account, with a focus on financial stability[98]. - The company has established a financial risk mitigation plan to manage external guarantee risks[120]. Shareholder and Governance Structure - The company has a lock-up period of 36 months for shares acquired through the asset purchase, with automatic extensions if stock prices fall below the issue price[84]. - The company has established a commitment to fair pricing in related transactions, adhering to market principles and legal regulations[97]. - The company has completed adjustments to its board of directors and is actively improving internal controls to address historical issues[194]. - The company has a significant portion of shares pledged or frozen, including 296,410,000 shares held by Shenwu Technology Group[161]. - The company has not engaged in any significant equity or non-equity investments during the reporting period[58][59]. Future Outlook and Strategic Initiatives - The company aims to enhance its operational capabilities in response to the stringent emission standards set for the steel industry, targeting a 60% completion rate for ultra-low emissions by the end of 2020[66]. - The company aims to leverage its technical advantages and project experience to accelerate the acquisition of new business orders in traditional metallurgical engineering design, targeting a recovery in credit status post-restructuring[68]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by 2025[182]. - New product development efforts are underway, with an investment of RMB 50 million allocated for R&D in green technologies[182]. - The company has outlined a strategy for future growth, including potential market expansion and new product development initiatives[98]. Employee and Operational Management - The total number of employees in the company is 42, with 2 in the parent company and 40 in major subsidiaries[186]. - The professional composition includes 10 production personnel, 4 sales personnel, 14 technical personnel, 4 financial personnel, and 10 administrative personnel[187]. - The company has implemented a competitive salary policy to attract and retain talent in the market[188]. - The company has not engaged in labor outsourcing during the reporting period[190]. Legal and Litigation Matters - The company is involved in significant litigation, with a total amount of 8,000,000 CNY related to a financial loan dispute, currently in the second instance appeal[114]. - The company faces a lawsuit from the Bank of China for 9,678,220 CNY regarding a guarantee contract dispute, which has been withdrawn in the second instance[114]. - The company has signed agreements to relieve its guarantee responsibilities related to violations, mitigating potential losses[146]. Audit and Financial Reporting - The company received an audit report with a "going concern" emphasis from Zhongshen Zhonghuan Accounting Firm for the 2020 financial report, indicating significant uncertainty regarding its ability to continue operations[105]. - The company adopted a new revenue recognition standard starting January 1, 2020, which changed the revenue recognition method for construction contracts from percentage-of-completion to recognizing revenue based on progress[108]. - The company corrected prior financial errors related to fund transfers to its controlling shareholder, resulting in retrospective adjustments to previous financial data[111].

Financial Performance - The company's operating revenue for the first quarter of 2021 was 0.00 yuan, unchanged from the same period last year[8]. - The net profit attributable to shareholders was -28,526,099.41 yuan, a 46.83% improvement compared to -53,646,534.45 yuan in the previous year[8]. - Basic and diluted earnings per share were both -0.04 yuan, a 50.00% improvement from -0.08 yuan in the previous year[8]. - The net profit for the first quarter of 2021 was -28,526,099.41 CNY, compared to -53,646,534.45 CNY in the same period last year, indicating an improvement of approximately 47% year-over-year[63]. - The total comprehensive income for the first quarter was -28,526,099.41 CNY, which is a 47% improvement from -53,646,534.45 CNY in the previous year[64]. - Operating profit for the first quarter was -13,282,299.41 CNY, an improvement from -38,300,091.60 CNY year-over-year[63]. - The company is focusing on improving its financial performance and reducing losses in future quarters[63]. Cash Flow - The net cash flow from operating activities improved by 82.21%, reaching -76,273.30 yuan compared to -428,791.21 yuan in the same period last year[8]. - Cash flow from operating activities for the first quarter was -76,273.30 CNY, an improvement from -428,791.21 CNY in the same period last year[71]. - The net cash flow from financing activities was 664,649.42 CNY, with cash inflows totaling 964,649.42 CNY and outflows of 300,000.00 CNY[72]. - The net cash flow from operating activities was -1,238.52 CNY, with cash inflows of 2,542.89 CNY and outflows of 3,781.41 CNY[73]. - The ending balance of cash and cash equivalents was 942,511.82 CNY, down from 1,013,218.12 CNY at the beginning of the period[72]. - The company reported a significant decrease in cash received from operating activities, dropping from 336,168.02 CNY in the previous period to 2,542.89 CNY[73]. - The cash and cash equivalents decreased by 70,706.30 CNY during the period[72]. - The company did not report any cash inflows from investment activities during the period[75]. Assets and Liabilities - Total assets decreased by 5.91% to 12,628,054.66 yuan from 13,420,893.22 yuan at the end of the previous year[8]. - The company's total equity attributable to shareholders decreased to CNY -2,408,660,758.04 from CNY -2,380,134,658.63, indicating a decline of about 1.19%[56]. - Total liabilities increased to CNY 2,421,288,812.70 from CNY 2,393,555,551.85, reflecting a growth of approximately 1.17%[55]. - Current liabilities totaled CNY 2,007,283,380.68, up from CNY 1,994,793,919.83, representing an increase of approximately 0.14%[55]. - The company has a total of 11,112,345.85 in current assets as of March 31, 2021, down from 11,805,670.84 on December 31, 2020[53]. - The company's cash and cash equivalents decreased to 1,820,227.04 from 1,856,215.97[53]. - The total non-current liabilities remained unchanged at CNY 414,005,432.02, compared to CNY 398,761,632.02 previously[59]. Expenses - The company reported total operating expenses of 15,243,800.00 CNY for the first quarter, consistent with the previous year's figure of 15,352,468.35 CNY[63]. - Financial expenses for the first quarter amounted to 10,889,283.89 CNY, compared to 9,306,641.44 CNY in the previous year, reflecting an increase of approximately 17%[66]. - The company incurred sales expenses of 49,500.00 CNY in the first quarter, with management expenses totaling 117,137.79 CNY[66]. Debt and Restructuring - The company reported non-operating expenses of -15,243,800.00 yuan due to violations and litigation losses[9]. - The company’s subsidiary entered bankruptcy reorganization, leading to a significant reduction in management and sales expenses by 70.61% and 63.42% respectively[15]. - The company has committed to fulfilling its obligations regarding asset restructuring and has no significant overdue debts[19]. - The company has signed a "Debt Transfer and Compensation Agreement" with Shenwu Environmental Protection and Hengjiantong to recover losses caused by the transfer of a guarantee fund of 157.70129 million yuan[37]. - The company is currently unable to fulfill its commitments regarding the injection of assets and management due to the loss of control over Shenyuan Environmental Protection, which was transferred to Beijing Xulangde Low Carbon Technology Co., Ltd. in April 2018[37]. - The company has reported that it is facing a liquidity crisis, with all of its shares being pledged and judicially frozen, making it temporarily unable to fulfill its compensation obligations[37]. - Jiangsu Institute is currently facing liquidity issues, and the company acknowledges the inability to fulfill compensation obligations temporarily[29]. - The company is actively communicating with creditors regarding debt repayment and performance compensation plans[29]. Compliance and Governance - The company has not faced any major administrative penalties or criminal sanctions in the last five years[19]. - The company is in normal compliance with its commitments related to the acquisition of Jin Cheng shares[22]. - The company is committed to adhering to relevant laws and regulations regarding share transfers and corporate governance[22]. - The company aims to ensure compliance with legal and regulatory requirements regarding related transactions[25]. - The company is focused on maintaining fair pricing in related transactions according to market standards[25]. Commitments and Agreements - The company has implemented a long-term commitment to avoid competition with Jiangsu Institute in the copper tailings comprehensive utilization project[22]. - Jiangsu Institute's commitment to prioritize the acquisition of all shares held by the promisor and related enterprises in Jin Chuan Shenwu after the completion of the "Jin Chuan Abandoned Slag Comprehensive Utilization Project"[23]. - The commitment to avoid and reduce related transactions with Jin Cheng Co., ensuring no illegal transfer of funds or interests from Jin Cheng Co. to Shenwu Technology Group[24]. - The related sales ratio for Jiangsu Institute is committed to not exceed 30% in 2016, 25% in 2017, and 20% in 2018[26]. - The promisor will not engage in any direct or indirect competition with the target company and its subsidiaries[27]. - The promisor will supervise and restrict its production activities to prevent competition with the target company[28]. - The commitment will be effective from the date of approval by the China Securities Regulatory Commission regarding the asset replacement and share issuance[28]. - The promisor will compensate Jiangsu Institute for any losses or expenses incurred due to violations of the commitment[28]. - The commitment will remain valid as long as the promisor holds shares in the listed company[28].

Financial Performance - In 2020, the net profit attributable to shareholders of the listed company was negative, and the operating revenue was below 1 billion RMB[6]. - The company's operating revenue for 2020 was CNY 1,662,522.48, a decrease of 89.75% compared to CNY 16,227,342.49 in 2019[20]. - The net profit attributable to shareholders was CNY -362,986,552.3, an improvement of 82.29% from CNY -2,042,566,079 in the previous year[20]. - The basic earnings per share for 2020 was CNY -0.57, showing an 82.30% increase from CNY -3.21 in 2019[20]. - The company reported a net loss of CNY -2,380,134,658 for the year, which is an 18.00% increase from CNY -1,964,730,819 in 2019[21]. - The company's total assets at the end of 2020 were CNY 13,420,893.22, reflecting a significant decrease of 79.73% from CNY 66,208,282.17 in 2019[20]. - The company has faced continuous net losses for three consecutive years (2018, 2019, and 2020), raising concerns about its ability to continue as a going concern[6]. - The company reported a significant reduction in sales expenses, which fell by 79.67% to ¥1,656,417.81 from ¥8,145,761.72 in 2019[47]. - The total cost of sales for 2020 was ¥8,362,558.35, with a slight increase of 0.00% compared to ¥8,104,804.41 in 2019[43]. Financial Risks and Warnings - As of the end of 2020, the company's net assets were negative, triggering delisting risk warnings from the Shenzhen Stock Exchange[6]. - The company is subject to additional risk warnings due to its financial situation and potential failure of its subsidiary's bankruptcy reorganization[6]. - The company’s stock will be subject to "other risk warnings" as per the stock listing rules due to its financial performance[6]. - The company emphasizes the importance of investor awareness regarding investment risks associated with its future business plans[5]. - The company is facing delisting risk due to negative net profit and revenue below 100 million RMB for the year 2020[74]. - The company is under additional risk warnings due to three consecutive years of negative net profit before non-recurring gains and losses[74]. - The company is at risk of bankruptcy if the restructuring plan fails, as it is the only operating entity[74]. Bankruptcy and Restructuring - The company is currently focusing on the bankruptcy reorganization of its wholly-owned subsidiary, Jiangsu Metallurgical Design Institute Co., Ltd., due to cash flow constraints[31]. - The company has initiated a restructuring process, with a focus on enhancing governance and operational capabilities[73]. - Jiangsu Institute's bankruptcy reorganization plan was approved by Nanjing Intermediate People's Court on April 20, 2021[110]. - Jiangsu Institute applied for bankruptcy reorganization due to severe insolvency, with a debt of CNY 1,421.33 million transferred to the controlling shareholder, Shenwu Group, for repayment[116]. - The debt transfer allows Jiangsu Institute to no longer bear repayment responsibility to creditors, effectively offsetting debts owed to Shenwu Group[117]. Governance and Management - The company has established measures to avoid competition, including potential asset transfers if necessary[90]. - The company has committed to maintaining a complete and independent corporate governance structure[96]. - The company is focusing on improving its corporate governance by increasing the number of independent directors, which may enhance transparency and accountability[169]. - The company has a diverse board with members holding advanced degrees in various fields, including finance, law, and engineering, which may contribute to informed decision-making[170][171][172][173][174][175]. - The company’s management team includes professionals with international education backgrounds, potentially bringing global perspectives to its operations[170][171][172][173][174][175]. Operational Performance and Strategy - The company aims to enhance its operational capabilities in response to the stringent emission standards set by the Ministry of Ecology and Environment, targeting a 60% completion rate for ultra-low emissions transformation in key areas by the end of 2020[66]. - The company aims to leverage its technical advantages and project experience to accelerate the acquisition of new business orders in traditional metallurgical engineering design, targeting a significant market opportunity due to industry upgrades and environmental pressures[67]. - The company is actively pursuing stable revenue through traditional projects and maintaining communication with local state-owned steel enterprises for technical exchanges[68]. - The company is committed to prioritizing the interests of Jiangsu Institute in case of any conflicts arising from industry competition[86]. Compliance and Legal Matters - The company is currently under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws[141]. - The company has received administrative penalties related to large prepayments with unclear purposes, requiring corrective measures[114]. - The controlling shareholder has committed to resolving fund occupation issues by repaying through cash or asset disposal by December 30, 2021[115]. Employee and Compensation - The total number of employees in the company is 42, with 2 in the parent company and 40 in major subsidiaries[181]. - The remuneration for directors, supervisors, and senior management was not fully paid during the reporting period due to operational issues[178]. - The company has implemented a salary policy that links income to performance and aims to enhance competitiveness in the talent market[183]. Shareholder and Equity Matters - The company has a total of 296,410,000 shares pledged by Shenwu Technology Group Co., Ltd.[156]. - The company has provided guarantees totaling 22,000 million to its controlling shareholder, Shenwu Group, which accounts for -9.24% of the latest audited net assets[135]. - The company has signed a settlement agreement with its controlling shareholder to resolve guarantee liabilities, which has been approved by the court[191].