浙江正特股份有限公司 独立董事2024年度述职报告 浙江正特股份有限公司 独立董事 2024 年度述职报告 （金官兴） 作为浙江正特股份有限公司（以下简称"公司"）的独立董事，本人严格按照 《公司法》《证券法》《上市公司独立董事管理办法》等法律法规、规范性文件以 及《公司章程》《独立董事工作制度》等有关规定，本着客观、公正、独立的原则， 勤勉尽职地履行独立董事的职责和义务，恪尽职守，勤勉尽责。积极出席相关会议， 认真审阅会议材料，充分发挥独立董事作用，努力维护公司整体利益和全体股东特 别是中小股东的合法权益。现将 2024 年度履行独立董事职责情况报告如下： 一、独立董事的基本情况 金官兴：1962 年 2 月出生，中国国籍，无境外永久居留权，大专学历。注册会 计师、高级会计师，1999 年 9 月至 2019 年 7 月，任职于台州中天会计师事务所部门 经理、董事长、总经理；2020 年 12 月至今，任职于中证天通会计师事务所（特殊普 通合伙）合伙人；2007 年 6 月至今兼任台州市中永企业管理咨询有限公司执行董事 兼总经理；2015 年 12 月至今，兼任浙江中永中天会计师事务所有限公司经理；2018 ...

浙江正特股份有限公司 市值管理制度 第一章 总 则 第一条 为规范浙江正特股份有限公司（以下简称"公司"）市值管理行为， 切实保护公司投资者特别是中小投资者的合法权益，促进公司规范运作，根据《 中 华人民共和国公司法》 中华人民共和国证券法》 上市公司监管指引第 10 号—— 市值管理》 深圳证券交易所股票上市规则》等法律、法规、规范性文件及 浙 江正特股份有限公司章程》（以下简称《"《 公司章程》"）的有关规定，结合公司实 际情况，制定本制度。 第二条 本制度所称市值管理，是指公司以提高公司质量为基础，为提升公 司投资价值和股东回报能力而实施的战略管理行为。 公司应当牢固树立回报股东意识，采取措施保护投资者尤其是中小投资者利 益，诚实守信、规范运作、专注主业、稳健经营，推动经营水平和发展质量提升， 并在此基础上做好投资者关系管理，增强信息披露质量和透明度，必要时积极采 取措施提振投资者信心，推动公司投资价值合理充分反映公司质量。 第二章 市值管理的目的与基本原则 第三条 市值管理主要目的是通过充分合规的信息披露，增强公司透明度， 引导公司的市场价值与内在价值趋于一致。同时，运用资本运作、权益管理、投 资者关 ...

一、主要会计数据和财务指标 | 报告期指标 | 2024年年报 | 2023年年报 | 本年比上年增减(%) | 2022年年报 | | --- | --- | --- | --- | --- | | 基本每股收益（元） | -0.1300 | 0.1500 | -186.67 | 0.6600 | | 每股净资产（元） | 9.62 | 9.91 | -2.93 | 9.96 | | 每股公积金(元) | 4.92 | 4.92 | 0 | 5.01 | | 每股未分配利润(元) | 3.30 | 3.50 | -5.71 | 3.45 | | 每股经营现金流(元) | - | - | - | - | | 营业收入(亿元) | 12.37 | 10.91 | 13.38 | 13.82 | | 净利润(亿元) | -0.14 | 0.17 | -182.35 | 0.59 | | 净资产收益率(%) | -1.30 | 1.54 | -184.42 | 7.53 | 数据四舍五入，查看更多财务数据>> 二、前10名无限售条件股东持股情况 | 名称 持有数量(万股) | | 占总股本比例 | 增减情况(万 | ...

Financial Performance - The company's revenue for Q1 2025 reached ¥506,886,540.13, representing a 41.69% increase compared to ¥357,745,064.32 in the same period last year[5] - Net profit attributable to shareholders was ¥40,547,852.95, a significant increase of 90.86% from ¥21,244,988.38 year-on-year[5] - Basic earnings per share increased by 94.74% to ¥0.37 from ¥0.19 in the same period last year[5] - Total operating revenue for the current period reached ¥506,886,540.13, a significant increase of 41.6% compared to ¥357,745,064.32 in the previous period[17] - Net profit for the current period was ¥40,548,435.44, representing a 91.3% increase from ¥21,161,304.97 in the previous period[18] - The total comprehensive income for the current period was ¥47,124,178.99, compared to ¥19,287,157.03 in the previous period, indicating a growth of 144.5%[18] - Earnings per share (EPS) increased to ¥0.37 from ¥0.19, reflecting a growth of 94.7%[19] Cash Flow - The net cash flow from operating activities was negative at -¥4,047,567.84, a decline of 112.42% compared to a positive cash flow of ¥32,581,376.43 in the previous year[5] - Cash flow from operating activities showed a net outflow of ¥4,047,567.84, a decline from a net inflow of ¥32,581,376.43 in the prior period[20] - Cash inflow from investment activities totaled ¥100,153,624.89, a significant increase from ¥4,428.70 in the previous period[20] - Net cash flow from investing activities was $47,825,789.41, compared to a negative cash flow of $25,323,893.17 in the previous period[21] - Cash inflow from financing activities totaled $70,000,000.00, an increase from $50,000,000.00 in the prior period[21] - Net cash flow from financing activities was $44,077,480.66, slightly down from $48,255,404.68 in the previous period[21] - The net increase in cash and cash equivalents was $94,599,098.40, compared to $55,405,407.16 in the prior period[21] - The ending balance of cash and cash equivalents was $279,364,065.14, down from $410,217,496.95 in the previous period[21] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,850,644,331.33, up 13.96% from ¥1,623,995,963.84 at the end of the previous year[5] - Total current assets reached ¥1,228,960,236.60, up from ¥1,015,406,860.86, reflecting an increase of approximately 21%[14] - Total liabilities increased to ¥745,263,804.85 from ¥565,739,616.35, showing a growth of about 31.7%[15] - The company’s equity remains stable with total equity at ¥1,105,380,526.48, unchanged from the previous period[15] - Total assets increased to ¥1,850,644,331.33 from ¥1,623,995,963.84, marking a growth of about 13.9%[15] Shareholder Information - Total number of common shareholders at the end of the reporting period is 4,407[12] - The largest shareholder, Linghai Zhengte Investment, holds 53.24% of the shares, totaling 58,565,250 shares[12] - The company has no preferred shareholders or significant changes in the top ten shareholders participating in margin trading[12] Other Financial Metrics - The company’s weighted average return on equity improved to 3.75%, up from 1.93% in the previous year[5] - The company reported a credit impairment loss of ¥9,008,118.42, a significant increase from a gain of ¥167,473.58 in the previous period[18] - Other comprehensive income after tax was ¥6,575,743.55, compared to a loss of ¥1,874,147.94 in the previous period[18] - The company experienced a 288.86% increase in cash flow from investing activities, totaling ¥47,825,789.41, primarily due to the recovery of principal from financial products[10] - Short-term borrowings increased by 71.58% to ¥120,189,769.35, reflecting a rise in short-term financing needs[10] Accounting Standards - The company has not yet audited the first quarter report[22] - The new accounting standards will be first implemented starting in 2025[22] - The company is preparing for the implementation of new accounting standards, which may affect future financial reporting[22]

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the fiscal year 2024, representing a year-over-year increase of 15% compared to RMB 1.04 billion in 2023[15]. - The net profit for 2024 was RMB 150 million, up 20% from RMB 125 million in the previous year, indicating strong operational efficiency[15]. - The company's operating revenue for 2024 was ¥1,236,843,102.22, representing a 13.35% increase compared to ¥1,091,124,421.62 in 2023[21]. - The net profit attributable to shareholders for 2024 was -¥13,981,036.69, a decrease of 182.70% from ¥16,905,585.25 in 2023[21]. - The cash flow from operating activities for 2024 was ¥12,467,123.79, down 80.62% from ¥64,320,646.65 in 2023[21]. - The total assets at the end of 2024 were ¥1,623,995,963.84, an increase of 20.03% from ¥1,352,936,118.26 at the end of 2023[21]. - The company reported a basic earnings per share of -¥0.13 for 2024, a decline of 186.67% from ¥0.15 in 2023[21]. - The company anticipates a revenue growth forecast of 10-15% for 2025, driven by new product lines and market expansion strategies[15]. Market Strategy and Expansion - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by 2025[15]. - New product launches are expected to contribute an additional RMB 200 million in revenue in 2025, with a focus on eco-friendly materials[15]. - The company is focusing on the outdoor leisure furniture and supplies industry, which is experiencing a shift towards demand segmentation and supply reconstruction[32]. - The company aims to establish a competitive advantage in the mature and stable outdoor leisure furniture market in Europe and the United States, which accounts for approximately 50% of the global market share[32]. - The company has established new subsidiaries in the Netherlands, Germany, and France in 2024, enhancing its market presence in Europe[68]. - The company is diversifying its market strategy to reduce reliance on the North American market, enhancing overseas production capabilities, and investing in new product development[108]. Product Development and Innovation - The company has allocated RMB 50 million for research and development in new technologies aimed at enhancing product durability and sustainability[15]. - The company is focusing on product innovation, with new product lines such as metal storage boxes and modular storage houses receiving positive market feedback[46]. - The company has established a comprehensive outdoor leisure furniture and supplies business system, with two main product lines: shading products and outdoor leisure furniture[37]. - The company is implementing a "1+N" product extension strategy based on its core product, the starry sky canopy, to develop a complete outdoor living solution product matrix[46]. - The company is committed to enhancing product competitiveness through continuous investment in research and development and maintaining a focus on original design[106]. Risks and Challenges - The company is facing potential risks including market competition and raw material price fluctuations, which could impact future performance[5]. - The company is facing challenges due to reduced R&D budgets across the industry, leading to a lack of innovative products and decreased consumer purchasing intent[33]. - The company is actively monitoring international trade policies to adapt to potential trade friction risks, particularly in the U.S. market[108]. - The company faces market competition risks due to a low market concentration and product homogeneity in the outdoor leisure furniture industry, which may impact market share and profit margins[105]. Governance and Compliance - The company has a robust governance structure, including a board of directors with independent members and specialized committees to ensure compliance and effective decision-making[116]. - The company has established a comprehensive internal control system to ensure compliance with relevant laws and regulations, enhancing overall governance[114]. - The company received a warning letter from the China Securities Regulatory Commission for accounting errors in the 2024 semi-annual report, which required retrospective adjustments[135]. - The company has committed to fulfilling its public commitments made during the issuance and listing process of Zhejiang Zhengte, actively accepting social supervision[190]. Environmental and Social Responsibility - The company is committed to ESG principles and has achieved PAS2060 carbon neutrality certification, enhancing its competitive advantage in the market[58]. - The company has established a wastewater treatment center with a daily processing capacity of 900 tons, and its subsidiary, Qing Tian Metal, has a facility with a capacity of 100 tons per day, both achieving compliant discharge standards[168]. - The company has actively participated in the "Common Prosperity Workshop" initiative, helping to absorb a large number of low-income groups into employment[179]. - The company has been recognized as the "Most Charitable Enterprise" in Linhai City for its continuous support in education and poverty alleviation efforts over the past decade[177]. Shareholder and Financial Management - The company plans to strengthen business operations and improve efficiency to enhance investor returns, as it will not distribute cash dividends for the 2024 fiscal year due to negative net profit[154]. - The company will implement a cash dividend to all shareholders, committing to 20% of the previous fiscal year's audited net profit attributable to the parent company, with a single fiscal year total not exceeding 50% of the same[186]. - The company will ensure compliance with regulations regarding share reduction plans after the lock-up period expires[182]. - The company will notify the relevant parties within 2 days if its shares are pledged or sold due to the execution of a stock pledge agreement[182].

Group 1: Company Strategy - The company implements a "globalization, branding, and ecological" development strategy, establishing subsidiaries overseas and localizing operations in regions like Europe and America [1][2] - Transitioning from OEM to ODM and currently progressing towards OBM, enhancing brand recognition and product value [1][2] Group 2: Customer Relations and Market Position - The company seeks consent from key account (KA) customers before launching its own brand products, adapting to changing customer perceptions [3] - The company aims to strengthen its product competitiveness by focusing on "attractive, functional, and high-value" products, leveraging digital marketing and KOL collaborations [3] Group 3: International Operations - Major FOB orders are handled by the parent company, while overseas subsidiaries manage smaller clients and cross-border e-commerce, ensuring efficient customer service [4] - The company has expanded its presence in mainstream markets in Europe and America, establishing showrooms and warehouses to enhance service responsiveness [4] Group 4: Growth Logic - The company is diversifying its product categories beyond traditional sunshade products to include storage, camping, and furniture, which are expected to drive future growth [5][6][7] - New sales channels are being explored, including large supermarkets and e-commerce platforms, with products like the "Starry Tent" entering major retailers [7] - Business growth is supported by penetrating existing customers with new products and developing new customers through existing products [7] Group 5: Competitive Advantage - The "Starry Tent" product stands out for its appealing design and structural advantages, leading in sales volume within the industry [7] - The product has established a solid market foundation and brand effect, primarily serving well-known large retailers and specialty stores [7]

Group 1 - The company Zhejiang Zhengte reported a decrease in the number of shareholders, with the total number of shareholders as of February 10 being 4,946, which is a reduction of 264 compared to the previous period (January 31), representing a decline of 5.07% [1] - This marks the second consecutive period of decline in the number of shareholders for the company [1] - On January 25, the company released a performance forecast for 2024, expecting a net profit loss between 15 million yuan and 10 million yuan [1]

国泰君安证券股份有限公司 关于浙江正特股份有限公司 2024 年持续督导定期现场检查报告 | 保荐机构名称：国泰君安证券股份有限公司 被保荐公司简称：浙江正特 | | | | --- | --- | --- | | 保荐代表人姓名：吴绍钞 | | 联系电话：021-38677800 | | 保荐代表人姓名：傅熺祾 联系电话：021-38677800 | | | | 现场检查人员姓名：吴绍钞、傅熺祾 | | | | 现场检查对应期间：2024 年度 | | | | 现场检查时间： 年 月 日 2025 1 | 24 | | | 一、现场检查事项 现场检查意见 | | | | （一）公司治理 是 否 不适用 | | | | 现场检查手段：结合查阅资料、访谈等核查手段，核查公司三会文件、公司治理制度 | | | | 等文件，并核查三会召开通知、记录、签名册等文件，对三会召集程序、出席会议人 | | | | 员的资格、召集人资格、表决程序等事项进行核查。 | | | | 1.公司章程和公司治理制度是否完备、合规 √ | | | | 2.公司章程和三会规则是否得到有效执行 √ | | | | 3.三会会议记录是否完整， ...

Financial Performance Expectations - The company expects a net profit loss between 10 million to 15 million yuan for the year 2024, compared to a profit of 16.91 million yuan in the same period last year[2]. - The net profit loss after deducting non-recurring gains and losses is projected to be between 2.8 million to 7.8 million yuan, down from a profit of 28.84 million yuan in the previous year[2]. - Basic earnings per share are expected to be a loss of 0.09 to 0.14 yuan, compared to earnings of 0.15 yuan per share last year[2]. Sales and Management Expenses - The increase in sales expenses is attributed to the expansion of overseas business and the establishment of sales, warehousing, and after-sales service facilities in major sales regions in Europe and America[4]. - The company has continued to enhance its management capabilities by hiring external consulting firms and high-end management and sales talent, leading to increased sales and management expenses[4]. Financial Reporting and Investor Advisory - The financial data in this earnings forecast has not been audited by registered accountants, and the company has communicated with the accounting firm without any discrepancies regarding the earnings forecast[3]. - The specific financial data will be detailed in the company's 2024 annual report, and investors are advised to make cautious decisions and be aware of investment risks[5].

证券代码：001238 证券简称：浙江正特 公告编号：2024-057 浙江正特股份有限公司 关于部分募投项目延期的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，不存在虚假记 载、误导性陈述或重大遗漏。 浙江正特股份有限公司（以下简称"公司"）于 2024 年 12 月 27 日召开了第四届董事 会第二次会议和第四届监事会第二次会议，审议通过了《关于部分募集资金投资项目延 期的议案》，同意公司在募集资金投资项目（以下简称"募投项目"）实施主体、实施方 式、项目用途和投资规模均不发生变更的情况下，对部分募投项目进行延期。本次部分 募投项目延期事项在董事会审批权限范围内，无需提交股东大会审议，具体情况公告如 下： 一、募集资金基本情况 (一)实际募集资金金额和资金到账时间 根据中国证券监督管理委员会《关于核准浙江正特股份有限公司首次公开发行股 票的批复》（证监许可〔2022〕1482 号），公司向社会公众公开发行人民币普通股 （A 股）股票 2,750 万股，发行价为每股人民币 16.05 元，共计募集资金 44,137.50 万元， 坐扣承销和保荐费用 4,000.00 万元（不含税）后的募集 ...