股票代码：000926 股票简称：福星股份 编号：2023-053 湖北福星科技股份有限公司 （一）申报时间：2023 年 8 月 12 日至 2023 年 9 月 25 日，每日 9:00-11:30， 14:00-17:00； 关于注销已回购股份减少注册资本暨通知债权人的公告 本公司及董事会全体成员保证公告内容真实、准确、完整，没有虚假记载、 误导性陈述或者重大遗漏。 一、本次注销已回购股份事项概述 （二）申报地址及申报材料送达地址：武汉市江汉区新华路 186 号福星国际 商会大厦 27 楼证券及投资者关系管理部 联系人：肖永超、常勇 湖北福星科技股份有限公司（以下简称公司）分别于 2023 年 7 月 25 日和 2023 年 8 月 11 日召开第十一届董事会第二次会议和 2023 年第二次临时股东大 会，审议通过了《关于注销公司已回购股份并减少注册资本的议案》，同意注销 存放于公司回购专用账户的股份 34,338,538 股。本次注销已回购股份将导致公 司注册资本减少 34,338,538 元，公司注册资本将由 949,322,474 元减少为 914,983,936 元，公司总股本将由 949,3 ...

湖北英达律师事务所 关于湖北福星科技股份有限公司 法律意见书 中国武汉市新华路 186 号福星国际商会大厦 18 楼 2023 年第二次临时股东大会的 电话：86.27.85350032 传真：86.27.85350997 邮政编码：430022 网址:www.yingdalaw.com 二○二三年八月 英达律师事务所 法律意见书 湖北英达律师事务所 本法律意见书是本所律师根据对本次股东大会事实的了解及对我国现行法 律、法规和规范性文件的理解而出具的。 本所同意将本法律意见书作为本次股东大会的法定必备文件予以公告，并依 法对所出具的法律意见书承担责任。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责精神，出具本 法律意见书如下： 1 英达律师事务所 法律意见书 正 文 关于湖北福星科技股份有限公司 2023 年第二次临时股东大会的 法律意见书 致：湖北福星科技股份有限公司 湖北英达律师事务所（下称"本所"）接受湖北福星科技股份有限公司（下称 "公司"）委托，指派本所律师杨婧雪、周凌雷现场见证公司于 2023 年 8 月 11 日 召开的 2023 年第二次临时股东大会（以下简称"本次股东大会"），并根 ...

股票代码：000926 股票简称：福星股份 编号：2023-052 湖北福星科技股份有限公司 2023 年第二次临时股东大会决议公告 本公司及董事会全体成员保证公告内容真实、准确、完整，没有虚假记载、 误导性陈述或者重大遗漏。 特别提示 1、本次股东大会没有否决议案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、会议时间 现场会议召开时间：2023 年 8 月 11 日（星期五）14:30。 网络投票时间为： （1）通过深圳证券交易所交易系统进行网络投票的时间为：2023 年 8 月 11 日 9:15 至 9:25，9:30 至 11:30，13:00 至 15:00； （2）通过深圳证券交易所互联网投票系统投票开始时间为 2023 年 8 月 11 日 9:15 至 15:00 期间的任意时间。 2、现场会议召开地点： 武汉市江汉区新华路 186 号福星国际商会大厦 28 楼会议室 6、本次股东大会的召开符合《公司法》等法律法规和本公司章程的规定。 7、会议出席情况 出席本次会议的股东及股东代理人共 49 人，代表股份 266,827,320 股，占公 司有表决 ...

证券代码：000926 证券简称：福星股份 2023 年 5 月 9 日投资者关系活动记录表 编号：2023-001 ■特定对象调研 □分析师会议 投资者关系活动类 □媒体采访 □业绩说明会 别 □新闻发布会 □路演活动 □其他 中信证券 玛西高娃 杨彦丹 陈蔚竹 美国资本集团 郎加宁 参与单位名称及人 银华基金 谢佩瑜 泰康资产 王齐冀、黄千 员姓名 建信理财 倪睿 泓澄投资 王贵海 时间 2023 年 5 月 9 日 地点 武汉市新华路 186 号 4 楼会议室 上市公司接待人员 姓名 肖永超、皇甫元君、常勇 一、请简单介绍 2023 年全国与武汉市房地产发展趋势？ 答：2023 年第一季度，中央对全国房地产表态整体延续积极， 多次重申房地产支柱地位，支持刚性和改善性住房合理需求。各 地因城施策，超过 100 个省、市（县）实施了超过 170 项政策， 其中包括但不限于房贷利率下限动态调整机制、下调购房首付比 投资者关系活动主 例、提高公积金贷款额度等，在外部环境趋于稳定叠加楼市利好 要内容介绍 政策持续显效作用下，房地产市场呈现出复苏的趋势，前期积压 的购房需求得到有效集中释放，重点城市展现出"小阳春" ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,380,248,202.62, a decrease of 16.64% compared to ¥1,655,726,417.91 in the same period last year[5] - Net profit attributable to shareholders increased by 12.55% to ¥41,697,778.75 from ¥37,047,192.02 year-on-year[5] - The basic earnings per share rose to ¥0.0439, reflecting a 12.56% increase from ¥0.0390 in the same period last year[5] - Net profit for Q1 2023 was CNY 37,641,661.28, a decline of 30.9% compared to CNY 54,484,097.08 in Q1 2022[20] - The company reported a profit before tax of CNY 93,828,377.02, which is an increase of 14.5% from CNY 81,942,353.08 in the previous year[20] - The total comprehensive income attributable to the parent company for Q1 2023 was CNY 40,415,600.37, compared to CNY 52,822,230.45 in the same period last year, reflecting a decrease of approximately 23.4%[21] Cash Flow - The net cash flow from operating activities improved significantly to ¥802,475,374.19, compared to a negative cash flow of ¥1,326,407,402.52 in the previous year, marking a 160.50% increase[5] - Cash inflow from operating activities totaled CNY 2,282,190,011.12, while cash outflow was CNY 1,479,714,636.93, resulting in a net cash flow of CNY 802,475,374.19[22] - The net cash flow from investing activities was CNY 17,945,519.99, down from CNY 577,539,294.48 in the previous year, indicating a decrease of approximately 96.9%[24] - The net cash flow from financing activities was negative CNY 530,484,704.34, compared to negative CNY 397,686,440.40 in the same period last year, showing a worsening of approximately 33.3%[24] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥38,299,804,859.50, a slight increase of 0.06% from ¥38,275,030,778.73 at the end of the previous year[5] - Total liabilities were CNY 25,899,913,001.89, showing a marginal decrease from CNY 25,911,498,404.02[17] - The company's equity attributable to shareholders was CNY 11,299,018,229.54, an increase from CNY 11,258,602,629.17 year-over-year[17] - The company’s long-term borrowings decreased to CNY 3,002,300,000.00 from CNY 3,272,900,000.00[17] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 46,872, with the largest shareholder holding 24.64% of the shares[10] - The company’s major shareholder, Fuxing Group, holds 233,928,648 shares, representing 24.64% of the total share capital of 949,322,474 shares[13] - The company has a share repurchase account holding 34,338,538 shares, which accounts for 3.62% of the total share capital[11] - Fuxing Group has committed to not reducing its shareholding through the secondary market until November 9, 2010, and has adjusted the minimum selling price to CNY 14.55 per share[13] Operational Metrics - The company reported a significant increase in accounts receivable, which rose by 46.73% to ¥283,260,619.50 due to an increase in settlement notes received[8] - The company experienced a 124.67% increase in taxes and surcharges, amounting to ¥91,308,079.28, primarily due to an increase in land value-added tax[8] - The company reported a 100% decrease in investment income, with no gains from subsidiary transfers in the current period, compared to a loss of ¥13,157,402.83 in the previous year[8] - The company recorded a total revenue from sales of goods and services of CNY 1,978,290,142.79, an increase from CNY 1,844,826,272.05 in the previous year, reflecting a growth of approximately 7.2%[22] Expenses - Total operating costs for Q1 2023 were CNY 1,276,001,241.06, down 16.9% from CNY 1,537,277,104.83 year-over-year[19] - The company’s research and development expenses for Q1 2023 were CNY 8,492,712.89, down from CNY 9,619,990.55 in the previous year[19] - The company reported a decrease in financial expenses to CNY 94,391,003.47 from CNY 84,166,448.05 year-over-year[19] - The company recorded a 40.65% decrease in cash paid for dividends and interest, amounting to ¥145,585,407.47, due to a reduction in interest payable[8]

Financial Performance - The company's operating revenue for 2022 was ¥15,142,322,202.81, representing a 20.72% increase compared to ¥12,543,502,445.54 in 2021[23]. - The net profit attributable to shareholders decreased by 38.56% to ¥104,959,519.18 from ¥170,824,846.67 in the previous year[23]. - The net profit after deducting non-recurring gains and losses surged by 188.79% to ¥328,471,870.79, compared to ¥113,741,120.92 in 2021[23]. - Basic earnings per share fell by 38.89% to ¥0.11 from ¥0.18 in the previous year[23]. - Total assets at the end of 2022 were ¥38,275,030,778.73, a decrease of 21.16% from ¥48,548,279,242.24 at the end of 2021[23]. - The net assets attributable to shareholders increased slightly by 0.53% to ¥11,258,602,629.17 from ¥11,198,804,866.66 in 2021[23]. - The company reported a weighted average return on equity of 0.93%, down from 1.54% in the previous year[23]. - The company achieved significant project delivery success, with multiple projects such as Beijing Jinglan Yufu and Xi'an Meishu City Yunxi successfully handed over[37]. - The company reported a net profit of 321.91 million yuan for the year, with a revenue of 1.41 billion yuan[87]. Cash Flow and Investment - The cash flow from operating activities decreased by 56.47% to ¥2,211,029,850.35, down from ¥5,078,956,276.56 in 2021[23]. - The net cash flow from operating activities showed a significant fluctuation, with a negative cash flow of approximately -¥1.33 billion in Q1, followed by positive cash flows of approximately ¥2.35 billion in Q2, ¥747.70 million in Q3, and ¥441.24 million in Q4[28]. - Investment cash inflows increased significantly by 461.75% to CNY 677,233,598.73, mainly due to cash received from the disposal of subsidiaries[70]. - The net cash flow from investment activities surged by 801.27% to CNY 654,817,921.54, attributed to increased cash from subsidiary disposals[70]. - Cash inflows from financing activities decreased by 40.33% to CNY 4,531,529,515.58, primarily due to reduced cash from borrowings[70]. - The net increase in cash and cash equivalents dropped dramatically by 1,766.05% to CNY -1,615,585,766.12, mainly due to the decline in net cash flow from operating activities[70]. Market and Economic Environment - The overall economic environment remains challenging, with global supply chain disruptions and inflationary pressures impacting the company's operations and market conditions[34]. - The real estate market faced significant challenges in 2022, with national real estate development investment down by 10.0% year-on-year, and new housing starts down by 39.4%[35]. - In Wuhan, the residential land supply decreased by 65% year-on-year, with transaction areas also down by 64%, indicating a significant contraction in the local real estate market[36]. - The company is focusing on expanding its market presence and adapting to the changing regulatory environment in the real estate sector, which has seen increased policy support for stability[34]. Strategic Initiatives - The company plans to distribute a cash dividend of ¥0.30 per 10 shares, totaling approximately ¥27,449,515.08 based on the share base of 914,983,936[4]. - The company is committed to enhancing its product offerings and exploring new technologies to drive future growth amidst a competitive landscape[34]. - The company aims to enhance its brand influence and competitive advantage through continuous adaptation to new market dynamics and strategic opportunities[39]. - The company plans to enhance its market position through strategic investments in new projects and technologies[41]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its portfolio[42]. Project Development and Sales - The total revenue for the major projects reached CNY 1,012.20 million, with a significant increase from the previous period[41]. - The cumulative investment in the projects amounted to CNY 1,250.70 million, indicating a robust commitment to development[41]. - The total sales area for major projects reached 1,574,631 square meters, with a sales amount of 10.10 billion yuan[42]. - The company has ongoing projects in Hubei, with a total area of 458,400 square meters and a sales amount of 1.08 billion yuan[42]. - The company plans to expand its market presence in Hunan, with a focus on residential and commercial properties[42]. Research and Development - Research and development expenses decreased by 33.55% to ¥34,595,622.40, primarily due to reduced material input[65]. - The company has made significant progress in developing new products, with several projects reaching 100% completion[66]. - The number of R&D personnel decreased by 13.48% to 231, while the proportion of R&D personnel in the total workforce increased to 11.45%[68]. - R&D investment amounted to ¥34,595,622.40, accounting for 0.23% of operating revenue[68]. - The company aims to enhance market competitiveness through the development of new steel wire products tailored to customer needs[66]. Governance and Compliance - The company has established a robust corporate governance structure in compliance with relevant laws and regulations, ensuring no significant discrepancies with regulatory requirements[101]. - The company maintains complete independence from its controlling shareholders in terms of business operations, personnel, assets, and financial management[102]. - The company has a well-defined independent financial department and accounting system, ensuring no interference from controlling shareholders in financial activities[102]. - The company has made revisions to its articles of association and governance rules to enhance operational transparency and governance[101]. Environmental Responsibility - The company has a valid environmental protection permit effective from June 29, 2020, to June 28, 2025[137]. - The total SO2 emissions from the company were reported at 23,477.6 kg, with no exceedance of the permitted levels[137]. - The company is committed to low-carbon and green building practices in its real estate sector[143]. - The company has adopted new technologies to reduce noise and energy consumption in its metal products division[143]. Risks and Challenges - The company faces risks related to policy changes in the real estate sector, which could impact profitability and debt repayment capabilities[89]. - The company is exposed to market risks that may affect consumer purchasing power and demand for properties[90]. - The company acknowledges potential management risks as it expands its operations and business scope[92]. - The company is at risk of inventory devaluation due to significant inventory amounts and market fluctuations[95].

证券代码：000926 证券简称：福星股份 编号：2015-001 湖北福星科技股份有限公司投资者关系活动记录表 | --- | --- | --- | |----------------|----------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Group 1: Company Sales and Market Conditions - The real estate market in Wuhan has been experiencing a supply-demand imbalance, leading to rapid sales, with some properties selling out on the same day they are launched [1] - The company’s projects, such as Fuxing Huiyu Donghu City and Fuxing Huiyu Hanyang City, achieved a sales ratio of 3:1 within three hours of opening [1] - The company is actively responding to market demands by accelerating urban village development and construction of ongoing projects [1] Group 2: Financing Situation - The company has a strong cash flow and financial reserves due to rapid property sales and steady refinancing, supporting its expansion strategy [1] - In August 2014, the company issued bonds worth 1.6 billion, followed by a private placement of 3 billion in January 2015, and another 3 billion in 2016 [1] - The company has issued a total of 1.5 billion in bonds from September to November 2015 and 2 billion in public bonds in March 2016 [1] Group 3: Project Development and Future Plans - The company is focused on accelerating project turnover and is actively researching potential projects in cities like Beijing and Shenzhen [2] - Fuxing Smart Home has launched a pioneering property resource crowdfunding model, enhancing service quality through technology [2] - The platform has already exceeded 110 million square meters of managed area, achieving its annual target ahead of schedule [2] Group 4: Major Shareholder Developments - The major shareholder is successfully developing various businesses, including biotechnology, pharmaceuticals, logistics, and modern agriculture, with potential assets for future injection into the listed company [2] - The group is also exploring collaborations in new energy and e-commerce sectors [2]

Market Overview - The real estate market in Wuhan has been booming since the end of 2015, with new home prices rising for 19 consecutive months and transaction volume maintaining the highest in the country [1] - The total land supply has decreased to a five-year low due to high premium transactions, leading to a shortage of new and second-hand housing in central urban areas [1] - Policies in cities like Shanghai and Nanjing have implemented strict purchase and loan limits, while Wuhan has adopted milder measures to help stabilize prices [1] Company Performance - From January to September 2016, key projects such as Fuxing Huiyu · Donghu City and Fuxing Huiyu · Hanyang City sold out on the same day of opening, with a subscription rate exceeding 50% and an average sales price increase of approximately 50% since the initial launch [1] - The company is actively responding to market demand by accelerating urban village development and construction of ongoing projects [1] Future Business Strategy - The company aims for stable long-term development, focusing on risk control and avoiding blind expansion, while maintaining a dual business model of real estate and metal products [2] - Fuxing Zhihua Home, the company's property platform, currently serves over 110 million square meters and approximately 3.5 million people, with plans to expand into various community services [2] Financing Plans - The company has issued bonds totaling 16 billion yuan in August 2014, 10 billion yuan in January 2015, and 30 billion yuan in late 2015, with additional non-public stock issuance planned for 2016 [2] - The controlling shareholder has committed to subscribing to 30% of the new stock issuance, which is expected to enhance investor confidence and solidify the company's market position in Hubei [2] Urban Development Outlook - Wuhan is positioned as a super-large city, expected to experience rapid development due to the aggregation of talent, resources, and capital [2]

Group 1: Company Overview - Hubei Fuxing Technology Co., Ltd. has developed a unique urban village renovation model since 2001, becoming an industry expert in this area [1] - The company has a significant land reserve due to early signing of intention agreements, allowing for cost-effective land acquisition [1] Group 2: Financing Activities - In August 2015, the company issued bonds worth 1.6 billion yuan, followed by a non-public stock issuance of 3 billion yuan at the end of 2015 [1] - The subsidiary Fuxing Huiyu issued bonds worth 1.5 billion yuan and 1.41 billion yuan in non-public debt financing tools [1] - Currently, the company is promoting an additional 3 billion yuan in non-public bonds [1] Group 3: Real Estate Market Performance - In 2015, the Wuhan real estate market saw an overall price increase of over 10%, with 224,000 new housing transactions, making it the top city in residential sales nationwide [2] - The company’s projects, such as Donghu City and Hongqiao City, have shown strong sales performance, with a subscription rate of over 600 units recently launched [1][2] Group 4: Future Development Strategy - The company aims to integrate resources and expand its business model to include residential, commercial, and industrial property development [2] - It plans to maintain a stable growth trajectory over the next 5-6 years, supported by controlled land reserves and ongoing market demand [2]