证券代码：000887 证券简称：中鼎股份 公告编号：2023-047 安徽中鼎密封件股份有限公司 第九届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 安徽中鼎密封件股份有限公司第九届董事会第一次会议于 2023 年 8 月 10 日在公司会议室召开。会议通知于 2023 年 7 月 31 日以电子通信、电子邮件等方 式发出。本次会议应出席董事 7 人，实际出席董事 7 人，符合《公司法》和《公 司章程》的有关规定，会议合法有效。会议由董事长夏迎松召集，经与会董事认 真审议，通过以下议案： 一、审议通过《关于选举公司第九届董事会董事长、副董事长的议案》 公司董事会同意选举夏迎松先生为公司第九届董事会董事长，马小鹏先生为 公司第九届董事会副董事长，任期自本次董事会审议通过之日起至第九届董事会 任期届满之日止。 表决结果：7 票同意，0 票反对，0 票弃权。 内容详见同日巨潮资讯网（http://www.cninfo.com.cn）。 二、审议通过《关于选举公司第九届董事会专门委员会委员的议案》 审计委员会：夏鼎湖先生、唐玮女士、张正堂 ...

致:安徽中鼎密封件股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东 大会规则》等法律法规和其他规范性文件的要求，安徽承义律师事务所接受安徽 中鼎密封件股份有限公司（以下简称"公司"）的委托，指派束晓俊、方娟律师 （以下简称"本律师"）就公司召开 2023 年第一次临时股东大会（以下简称"本 次股东大会"）出具法律意见书。 一、本次股东大会召集人资格和召集、召开的程序 安徽承义律师事务所 关于安徽中鼎密封件股份有限公司 召开2023年第一次临时股东大会的法律意见书 (2023)承义法字第 00210 号 总表决情况： 同意股份数：554,370,594 股，占出席股东大会有效表决权股份总数的 99.94%。当选。 经核查，本次股东大会是由公司第八届董事会召集，会议通知已于本次股东 大会召开十五日前刊登在中国证监会指定的信息披露报刊和深圳证券交易所网 站上。本次股东大会已按公告的要求如期召开。本次股东大会的召集人资格和召 集、召开程序符合法律、法规、规范性文件和公司章程的规定。 二、本次股东大会出席人员的资格 经核查，出席会议的公司股东及股东代表 11 人，代表股份 554,718 ...

证券代码：000887 证券简称：中鼎股份 3 | 16.请问贵公司为何要对集团控制下效益不佳的几家标的公司 | | --- | | （如施密特、金美佳）进行大幅溢价收购，且从披露的销售 | | 收入增速、净利润等指标来看，并不是优秀，请问贵公司是 | | 出于何种考虑？是否被收购方股东有业绩承诺保证？目前贵 | | 公司的商誉占净资产比为 20.76%，贵公司是否还有继续增加 | | 商誉占比？ | | 答：您好，施密特核心能力是为汽车行业设计和加工各类流 | | 体金属管路和管件产品，具备独特的管材轻量化设计和加工 | | 工艺，以及柔性自动化生产线。通过收购，将有利于公司全 | | 资子公司安徽中鼎流体系统有限公司在流体金属管业务方面 | | 的全球项目中进行深度同步开发，本地化支持与服务客户， | | 同时加速提升公司在新能源汽车领域的三电冷却系统及流体 | | 管路系统总成产品的发展。金美佳核心产品磁性元器件具有 | | 体积小、温升低、转化效率高等优势。目前业务主要涉及汽 | | 车、储能、光伏、医疗设备等多领域。通过收购，将有望凭 | | 借金美佳产品核心竞争力叠加中鼎股份下游优质客户资源及 | ...

Financial Performance - The company's operating revenue for 2022 was CNY 14,851,891,400.45, representing a 16.02% increase compared to CNY 12,577,189,139.54 in 2021[20]. - The net profit attributable to shareholders of the listed company for 2022 was CNY 964,245,973.71, a slight increase of 1.55% from CNY 965,194,114.79 in 2021[20]. - The net profit after deducting non-recurring gains and losses was CNY 735,114,528.09, which is a 12.83% increase from CNY 667,607,422.70 in 2021[20]. - The net cash flow from operating activities for 2022 was CNY 909,504,274.01, reflecting a 3.27% increase from CNY 881,528,470.23 in 2021[20]. - The total assets at the end of 2022 amounted to CNY 21,124,309,445.51, marking a 14.38% increase from CNY 18,296,566,389.99 at the end of 2021[20]. - The net assets attributable to shareholders of the listed company increased by 20.70% to CNY 11,168,127,264.64 at the end of 2022 from CNY 9,266,893,218.21 at the end of 2021[20]. - The basic earnings per share for 2022 was CNY 0.74, a decrease of 5.13% from CNY 0.79 in 2021[20]. - The diluted earnings per share for 2022 was CNY 0.74, down 1.33% from CNY 0.76 in 2021[20]. - The company reported a weighted average return on equity of 9.47% for 2022, a decrease of 0.93% from 10.62% in 2021[20]. - The company achieved a revenue of 14.852 billion yuan in 2022, representing a year-on-year increase of 16.02%[47]. - The net profit attributable to shareholders was 964 million yuan, up 1.55% year-on-year[47]. Dividends and Shareholder Returns - The company plans to distribute a cash dividend of 2 CNY per 10 shares to all shareholders, based on a total of 1,316,489,747 shares[4]. - The cash dividend accounted for 4.41% of the total profit distribution amount, with a distributable profit of 5,975,061,106.01 CNY[147]. Corporate Governance and Compliance - The company emphasizes the importance of accurate financial reporting, with all board members present for the meeting to discuss the annual report[3]. - The company has established a comprehensive governance structure to ensure compliance and accountability[6]. - The company maintains an independent financial accounting system and has independent bank settlement accounts, ensuring no fund misappropriation by the controlling shareholder[109]. - The company has a well-structured corporate governance system, complying with relevant laws and regulations[108]. - The management team is independent, with no senior management holding positions in the controlling shareholder's company[109]. - The company has a clear and complete asset ownership structure, including land use rights[109]. - The company ensures equal treatment of all shareholders, particularly minority shareholders, in exercising their rights[108]. - The company has a structured remuneration system based on performance, responsibilities, and company operating results[128]. - The company is compliant with the requirements of the Company Law and other relevant regulations regarding the qualifications of its directors and supervisors[123][124][125][126]. Market Position and Strategy - The company is focused on expanding its market presence and enhancing its product offerings through research and development[6]. - The company is ranked 85th in the global automotive parts industry, maintaining its position among the top 100[31]. - The company has implemented cost control and management improvements in overseas operations, enhancing the recovery speed of its international business[31]. - The company has established a strong international presence, with production distribution of 57.4% in Asia, 32.24% in Europe, and 10.36% in the Americas[47]. - The company is actively pursuing mergers and acquisitions to strengthen its market position and product offerings[94]. - The company is focusing on expanding its research and production capabilities in the automotive sector, particularly in electric drive and air suspension systems[96]. Research and Development - The company has a dedicated investor relations team to handle inquiries and provide information to shareholders[15]. - Research and development expenses increased by 14.85% to CNY 657,639,694.44, accounting for 4.43% of operating revenue[71]. - The company is investing in R&D for new sealing materials, with a budget allocation of 1,500 million for the upcoming fiscal year[89]. - New product development includes advancements in energy-efficient automotive components, with a focus on electric vehicle technology[89]. Environmental and Social Responsibility - The company achieved ISO 50001 energy management system certification in May 2022 and began using green electricity[159]. - The company actively promotes environmental management and energy conservation initiatives in its operations[160]. - The company is focusing on sustainability initiatives, with a goal to reduce carbon emissions by 30% over the next five years[137]. - The company has implemented a labor contract system and complies with national labor laws, ensuring employee benefits such as medical and pension insurance[164]. Acquisitions and Investments - The company completed the acquisition of WEGU Lario on January 31, 2022, for a total cost of ¥10,020,915, acquiring a 50% stake[59]. - The company approved the acquisition of 100% equity in Schmitter Group GmbH and Jinmeijia Electronics (Shenzhen) Co., Ltd. during the board meetings[132]. - The company completed the acquisition of a German automotive parts supplier for €60 million, with a 100% ownership stake[81]. - The company has engaged in multiple acquisitions, including stakes in ACUSHNET and KACO, with respective investments of CNY 35,574,320 and CNY 193,842,800[78]. Employee and Labor Relations - The total number of employees at the end of the reporting period was 21,443, with 4,685 in the parent company and 16,758 in major subsidiaries[140]. - The company has established a training and re-education mechanism for employees, ensuring training effectiveness through assessments[143]. - The company has implemented a comprehensive performance assessment for determining annual employee compensation based on economic efficiency[142]. Financial Management - The company’s financial expenses decreased by 20.50% to CNY 102,867,466.62 compared to the previous year[70]. - The total cash inflow from operating activities was CNY 14,284,971,176.48, an increase of 2.45% year-on-year[73]. - The company has not made any changes to the use of raised funds during the reporting period[85]. - The company has zero significant defects in both financial and non-financial reporting for the year 2022[156].

Financial Performance - The company's operating revenue for Q1 2023 was ¥3,859,400,993.20, representing a 14.91% increase compared to ¥3,358,614,316.90 in the same period last year[5] - Net profit attributable to shareholders was ¥262,384,653.95, up 4.63% from ¥250,777,979.73 year-on-year[5] - The net profit after deducting non-recurring gains and losses was ¥214,991,122.97, showing a slight increase of 0.32% from ¥214,306,911.48 in the previous year[5] - The total operating revenue for the first quarter of 2023 was CNY 3,859,400,993.20, an increase of 14.87% compared to CNY 3,358,614,316.90 in the same period last year[38] - The total profit for the current period is 313,618,131.90, compared to 299,843,555.72 in the previous period, indicating an increase of about 4.6%[39] - The operating profit for the current period is 311,156,957.22, slightly up from 305,481,656.50 in the previous period, reflecting a growth of around 1.2%[39] Cash Flow - The net cash flow from operating activities reached ¥238,881,856.59, an increase of 13.90% compared to ¥209,723,851.90 in the same quarter last year[5] - Cash inflow from financing activities totaled 1,398,789,746.05, up from 897,041,358.48, reflecting a 56.2% increase[19] - The cash received from borrowings was 1,397,489,746.05, reflecting a 57.4% increase from 888,121,989.87[30] - The cash inflow from operating activities totals 3,660,102,094.40, up from 3,373,582,166.73 in the previous period, indicating an increase of approximately 8.5%[47] - The cash outflow from operating activities is 3,421,220,237.81, compared to 3,163,858,314.83 in the previous period, reflecting an increase of about 8.1%[47] Assets and Liabilities - Total assets at the end of the reporting period were ¥21,437,503,666.86, reflecting a 1.48% increase from ¥21,124,309,445.51 at the end of the previous year[5] - Shareholders' equity attributable to the parent company was ¥11,433,382,699.38, up 2.38% from ¥11,168,127,264.81 at the end of last year[5] - The total current assets increased to CNY 11,974,880,747.15 from CNY 11,727,317,726.30, showing a growth of 2.11%[35] - The company's receivables from construction projects increased by 61.1% to 407,880,461.92 from 253,266,584.59[30] - The company's prepayments increased by 51.7% to 160,008,199.00, driven by sales growth and rising material costs[30] Profitability - The gross profit margin for the first quarter of 2023 was approximately 6.69%, compared to 10.06% in the previous year, indicating a decline in profitability[38] - The company's financial expenses rose to 44,467,888.29, a 93.2% increase from 23,017,295.18 in the previous period[30] - The investment income increased to 36,765,494.65, up from 23,235,509.63, marking a growth of 58.2%[30] - The total comprehensive income for the current period is 262,821,595.99, compared to 195,014,174.36 in the previous period, representing a significant increase of about 34.8%[40] Research and Development - Research and development expenses for the first quarter of 2023 amounted to CNY 178,308,709.98, which is an increase of 16.43% from CNY 153,157,534.16 in the previous year[38] - The company is focusing on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[36] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 79,896, with the largest shareholder holding 40.46%[8] - The basic and diluted earnings per share remain stable at 0.20 for both the current and previous periods[40]

证券代码：000887 证券简称：中鼎股份 公告编号：2023-011 安徽中鼎密封件股份有限公司 关于举行 2022 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、会议召开时间：2023 年 5 月 5 日（周五）下午 15:00-17:00 2、会议召开方式：网络互动、文字问答 一、说明会类型 业绩说明会通过网络互动、文字问答方式召开，公司将针对 2022 年年度业绩 和经营情况与投资者进行交流。 二、说明会召开的时间、地点 3、网络地址：上海证券报·中国证券网（https://roadshow.cnstock.com/） 安徽中鼎密封件股份有限公司（以下简称"公司"）将于 2023 年 4 月 29 日 在《中国证券报》、《证券时报》、《上海证券报》及巨潮资讯网（www.cninfo.com.cn） 披露《2022 年年度报告》，为使投资者更加全面、深入地了解公司情况，加强公 司与投资者的沟通互动，公司拟定于 2023 年 5 月 5 日（周五）下午 15:00-17:00 召开 2022 年度业绩说明会（以下 ...

Group 1: Company Strategy and Market Position - The company aims to maintain steady growth in its main business while extending its product chain and increasing market development efforts in sectors such as railways, military, aerospace, petrochemicals, new energy vehicles, and environmental vehicles [2]. - The company is ranked 36th globally in the non-tire rubber industry [3]. Group 2: Competitive Advantage and Product Development - Sealing products have a small unit value but play a significant role; they are core and safety components that require high levels of research, technology, and assembly [3]. - The company has over 30 years of experience in absorbing advanced technologies from overseas acquisitions, achieving advanced levels in research, mold, and process technology, which has been recognized by customers [3]. Group 3: Financial Activities - The company is actively preparing materials for a non-public issuance of shares [3].

Company Overview - Founded in 1980, the company underwent restructuring in 2006 to list as Feicai Co., focusing on the R&D, production, sales, and service of sealing components and specialty rubber products [2] - The company has been recognized for five consecutive years as one of the "Top 30 Global Non-Tire Rubber Products" [3] Export Business Growth - The rapid growth in export business is attributed to overseas acquisitions and effective global resource integration, enabling synchronized R&D, production, sales, and service [3] - Acquisitions of targets with steady performance have also contributed to overall company growth [3] Future Acquisition Plans - The company plans to acquire an automotive electronics company with leading technology in motor battery control systems and strong profitability potential, enhancing its capabilities in the automotive electronics sector [3] Strategic Planning - Future strategies include upgrading products from components to modules, diversifying from automotive to new energy vehicles, and transitioning from products to services and solutions [4] - The company aims to leverage overseas production bases and R&D teams to drive product structure transformation and maintain stable growth in core business areas [4] Market Position - The company holds approximately 10% market share domestically and 2-3% internationally, indicating significant growth potential compared to international giants [4]

Group 1: Company Strategy and Acquisitions - The acquisition of KACO has positioned Zhongding among the top three in the oil seal industry, indicating significant growth potential [3] - WEGU is a leading company in anti-vibration and noise reduction technology, primarily serving high-end automotive and new energy vehicle manufacturers [3] - The integration of KACO and WEGU's advanced technologies with Zhongding's market expansion capabilities is a strategic focus [3] Group 2: Business Growth and Market Focus - Overseas business has become increasingly prominent, accounting for over 50% of sales, driven by successful overseas acquisitions [3] - Future growth is expected to come from both domestic and international markets, with a strong emphasis on high-end brands [3] Group 3: Research and Development Achievements - Zhongding has successfully entered the procurement systems of major global platforms such as Ford, Mercedes-Benz, and Volkswagen since 2010 [3] - The company has established three major R&D centers to enhance its technological capabilities in the automotive sector [4] Group 4: Future Directions and Investments - The company plans to increase investments in Advanced Driver Assistance Systems (ADAS) and automotive electronics to enhance brand value [4] - AMK, acquired for its expertise in motor battery control systems and driving assistance, is a key player in the automotive electronics sector [4]

Group 1: Acquisition Overview - The company is acquiring Tristone, which has 9 factories and 4 sales technical centers in Europe, with its headquarters in Frankfurt, Germany [1] - Tristone's 2015 sales amounted to €229 million, capturing 13% of its market segment, ranking second globally [3] - The acquisition of AMK and Tristone aligns with the company's strategic goal to enter the automotive electronics and new energy vehicle sectors [4] Group 2: Market Position and Growth - Tristone's products related to new energy vehicles accounted for approximately one-third of its total sales in 2016, with battery cooling products making up about 17% of that segment [4] - The company expects the sales proportion of new energy vehicle battery cooling products to reach 20% in 2017 [4] - Tristone has maintained an annual growth rate of around 30% in its new energy vehicle product line [4] Group 3: Management Structure - The company has adopted a divisional management model to stimulate employee motivation, especially during its early development phase characterized by diverse and small-batch production [4] - As product specialization increases, the company plans to spin off successful divisions into independent business units [5]