一、募集资金基本情况 1、实际募集资金金额、资金到账时间 经中国证券监督管理委员会《关于核准山东威达机械股份有限公司非公开发行股票的批 复》（证监许可[2021]3143 号）核准，公司完成非公开发行 17,500,165 股股票，每股发行价 格为人民币 9.08 元，募集资金总额为人民币 158,901,498.20 元，扣除与募集资金相关的发 行费用总计人民币 3,860,000.00 元后，实际募集资金净额为人民币 155,041,498.20 元。上 述募集资金已于 2021 年 12 月 9 日划入公司募集资金专项账户，信永中和会计师事务所（特 殊普通合伙）对其到位情况进行了审验，并出具了 XYZH/2021XAAA40586 号《验资报告》。 证券代码：002026 证券简称：山东威达 公告编号：2023-068 山东威达机械股份有限公司 关于 2023 年半年度募集资金存放与使用情况的专项报告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、误导 性陈述或重大遗漏。 根据中国证监会《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监管要 求》、深圳证券交易所《上 ...

山东威达机械股份有限公司独立董事 关于第九届董事会第十三次会议相关事项的独立意见 根据《公司法》、《深圳证券交易所上市公司自律监管指引第 1 号-主板上市公司规范运作》 《上市公司独立董事规则》等相关规定，我们作为山东威达机械股份有限公司（以下简称"公 司"）的独立董事，本着认真、负责的态度，对公司第九届董事会第十三次会议的相关事项 进行了审议，现基于独立判断立场，发表独立意见如下： 一、关于控股股东及其他关联方占用公司资金和公司对外担保情况的专项说明及独立意 见 （此页无正文，为《山东威达机械股份有限公司独立董事关于第九届董事会第十三次会 议相关事项的独立意见》的签署页) 独立董事： _____________ _____________ _____________ 万 勇 张兰田 黄 宾 经核查，我们认为：公司严格遵守和执行《上市公司监管指引第 8 号——上市公司资金 往来、对外担保的监管要求》等有关规定，截至 2023 年 6 月 30 日，公司不存在控股股东及 其他关联方非正常占用公司资金的情况；公司没有发生对外担保的情况，也不存在以前年度 发生并累计至 2023 年 6 月 30 日的对外担保情形。 ...

山东威达机械股份有限公司 2023 年半年度非经营性资金占用及其他关联资金往来情况汇总表 编制单位：山东威达机械股份有限公司 单位：万元 企业负责人：杨明燕 主管会计工作的负责人：张明明 会计机构负责人：张明明 | 非经营性资金 占用 | 资金占用方 名称 | 占用方 与上市公司 | 上市公司核 算的会计科 | 年期初 2023 占用资金余额 | 2023 年 1-6 占用累计发生金额 | 月 | 2023 年 1-6 月 占用资金的利 | 2023 年 月 偿还累计发生金 | 1-6 | 2023 年 6 日占用资金余 | 月 30 | 占用形成 原因 | 占用性质 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 的关联关系 | 目 | | （不含利息） | | 息 | 额 | | 额 | | | | | 控股股东、实 | | | | | | | | | | | | | | | 际控制人及其 附属企业 | | | | | | | | | | | | | | | 小计 | ...

附件：业绩说明会会议纪要 问：股票跌成这样？管理层有想过增持吗？ 答：您好！公司尚未收到管理层有增持公司股票的计划。二级市场股价通常会受到宏观经济政策、 行业发展政策、金融政策、市场预期、投资者心理、市场供求关系等多重因素的综合影响，请投 资者客观对待市场波动，注意防范投资风险。公司董事会及管理层对企业未来的发展充满信心， 坚信持续、快速增长的业绩表现是市值增长的重要基础。目前公司生产经营情况正常，会继续坚 持聚焦主业，努力做好经营管理工作，推动公司持续、稳定、健康发展，争取以优良的业绩回报 投资者。谢谢！ 证券代码：002026 证券简称：山东威达 山东威达机械股份有限公司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 | □媒体采访 √业绩说明会 | | 活动类别 | □新闻发布会 □路演活动 | | | □现场参观 □其他 | | 参与单位名称 及人员姓名 | 通过全景网"投资者关系互动平台"（https://ir.p5w.net）参与公司 2022 年 度业绩网上说明会的投资者 | | 时间 | 2023 年 4 月 ...

Financial Performance - The company's operating revenue for 2022 was ¥2,467,176,580.78, a decrease of 25.46% compared to ¥3,309,710,388.26 in 2021[26]. - The net profit attributable to shareholders for 2022 was ¥206,382,639.61, down 45.15% from ¥376,265,268.40 in the previous year[26]. - The net cash flow from operating activities was ¥273,337,992.13, a decline of 38.10% compared to ¥441,591,778.85 in 2021[26]. - Basic earnings per share decreased by 47.19% to ¥0.47 from ¥0.89 in 2021[26]. - Total assets at the end of 2022 were ¥5,049,046,888.09, an increase of 3.81% from ¥4,863,841,564.40 at the end of 2021[26]. - The net assets attributable to shareholders increased by 5.53% to ¥3,271,079,592.11 from ¥3,099,651,368.71 in 2021[26]. - The company reported a weighted average return on equity of 6.50%, down from 13.25% in the previous year, a decrease of 6.75 percentage points[26]. - The company experienced a quarterly net profit of -¥5,933,703.76 in Q4 2022, contrasting with profits in the first three quarters[30]. - The overall non-operating income for 2022 reflects a significant decline, indicating potential challenges in revenue generation strategies[32]. - The company achieved operating revenue of 246,717.66 million yuan in 2022, a decrease of 25.46% compared to the previous year, and a net profit attributable to shareholders of 20,638.26 million yuan, down 45.15% year-on-year[63]. Dividends and Profit Distribution - The company reported a cash dividend of 0.50 RMB per 10 shares (including tax) to all shareholders, with no bonus shares issued[4]. - For the 2022 fiscal year, the company plans to distribute a cash dividend of 0.50 CNY per 10 shares, based on a total share capital of 445,515,368 shares, amounting to 22,275,768.40 CNY[167]. - The total distributable profit for the company was reported at 1,148,565,605.42 CNY, with the cash dividend representing 100% of the profit distribution[165]. - The company commits to distributing at least 10% of the annual distributable profit as cash dividends for the years 2021-2023, with a cumulative distribution not less than 30% of the average annual distributable profit over the same period[187]. Business Segments and Market Position - The company’s main business includes the production and sales of drill chucks, powder metallurgy parts, and automotive steering screws and nuts[23]. - The company has become a leading enterprise in the drill chuck industry and an invisible champion in the electric tool accessory industry, with products sold in over 80 countries[40]. - The electric tool accessories segment generated operating revenue of 85,591.26 million yuan, a decline of 36.15% year-on-year, while the high-end equipment segment saw a revenue increase of 2.00%, reaching 21,970.29 million yuan[63][64]. - The new energy segment reported operating revenue of 131,058.55 million yuan, down 19.37% year-on-year, with significant orders for battery swap stations amounting to 8.77 billion yuan[65]. - The company aims to enhance its product offerings by focusing on high-power, compact, and intelligent electric tools to meet evolving consumer demands[39]. Research and Development - The company holds 86 invention patents, 338 utility model patents, and 26 design patents, with 77 invention patents and 22 utility model patents currently under application[60]. - The company has established a comprehensive R&D innovation system with over 20 centers, including national and provincial-level technology centers and engineering laboratories[60]. - R&D personnel increased to 533 in 2022, a growth of 1.88% from 2021, with the proportion of R&D personnel rising to 17.24%[81]. - Research and development investment increased by 10%, totaling 100 million RMB, focusing on automation technologies[142]. - The company is committed to continuous technological innovation and product quality management to maintain a competitive edge in a highly competitive market[117]. Governance and Management - The board of directors consists of nine members, including three independent directors, complying with legal requirements[127]. - The company maintains independence from its controlling shareholder in terms of operations, personnel, assets, and finance[131]. - The company has implemented various management systems, including financial management and investor relations management, to ensure transparency and compliance[126]. - The company has a clear governance structure with a mix of experienced executives and independent directors, which is crucial for effective decision-making[138]. - The company is committed to maintaining transparency and accountability through its governance practices[137]. Market Expansion and Strategic Initiatives - The company aims to expand its electric tool accessory business by increasing market share in mid-to-high-end products and enhancing automation and digital transformation efforts[113]. - In 2023, the company plans to accelerate the construction of its factories in Vietnam and Mexico, ensuring the timely production of the second phase of the Shanghai Baicheng new energy storage lithium battery project[114]. - The company is focusing on high-end intelligent equipment manufacturing in sectors such as aerospace and automotive, with new product developments in CNC lathes and automated sorting equipment[114]. - The company intends to extend the application of lithium battery products into smart home appliances and new energy vehicles, while also expanding its battery swap station business[113]. - The company plans to seek domestic and international acquisition targets to enhance synergy in the new energy and intelligent manufacturing sectors[114]. Risk Management - The company faces significant risks in 2023 due to complex international environments, geopolitical conflicts, and domestic economic pressures, which may impact business operations[116]. - The main raw materials, such as round steel and steel plates, are subject to price fluctuations, which could increase production costs and affect profitability[117]. - The company has established subsidiaries in Singapore, Vietnam, and Mexico, facing risks related to differing legal and cultural environments[120]. - The company will enhance its internal control systems and management capabilities to mitigate risks associated with subsidiary management and operational efficiency[119]. Social Responsibility and Sustainability - The company actively undertook social responsibility, employing over 50 individuals from disadvantaged groups and over 100 veterans and disabled persons, contributing a total of 120,000 yuan in donations[181]. - The company has been recognized as a "National Worker Pioneer" and a "Harmonious Enterprise" in Weihai, reflecting its commitment to social contributions and community engagement[181]. - The company has achieved national and provincial-level green factory certifications, indicating its efforts in sustainable development and energy management[181]. - The company emphasizes environmental protection and has not faced any administrative penalties related to environmental issues during the reporting period[178]. Internal Control and Compliance - The company has established a comprehensive internal control system to mitigate operational risks and enhance sustainable development[172]. - The company maintained effective internal control over financial reporting as of December 31, 2022, according to the internal control audit report[176]. - There were no significant defects identified in financial or non-financial reporting, with zero instances of major or important defects reported[175]. - The company has implemented a comprehensive governance structure to ensure accurate and timely information disclosure to shareholders[179].

Financial Performance - The company's operating revenue for Q1 2023 was ¥451,704,057.50, a decrease of 41.15% compared to ¥767,581,485.58 in the same period last year[4] - Net profit attributable to shareholders was ¥16,125,293.84, down 74.89% from ¥64,216,897.12 year-on-year[4] - The company's basic and diluted earnings per share decreased by 73.33%, from ¥0.15 to ¥0.04[4] - Total operating revenue for Q1 2023 was CNY 451.70 million, a decrease of 41.1% compared to CNY 767.58 million in Q1 2022[24] - Net profit for Q1 2023 was CNY 14.72 million, a decline of 78.6% from CNY 68.97 million in Q1 2022[25] - The company’s total comprehensive income for Q1 2023 was CNY 14.51 million, compared to CNY 69.11 million in Q1 2022, a decline of approximately 79.0%[26] Cash Flow - The net cash flow from operating activities improved by 128.41%, reaching ¥62,165,655.76, compared to a negative cash flow of ¥218,814,632.77 in the previous year[4] - Operating cash flow for Q1 2023 was RMB 62,165,655.76, a significant increase of 128.41% compared to Q1 2022, primarily due to the recovery of delayed payments from a subsidiary[12] - Cash received from investment activities increased by 656.99% to RMB 185,929,666.30, driven by the redemption of financial products exceeding the purchase amount[12] - The company reported a net cash flow from investment activities of CNY 185.93 million, compared to CNY 24.56 million in Q1 2022, marking a year-over-year increase of about 657.5%[28] - Total cash outflow from operating activities was CNY 512.54 million, a decrease from CNY 936.87 million in Q1 2022, reflecting a reduction of approximately 45.3%[28] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥5,018,819,595.22, a slight decrease of 0.60% from ¥5,049,046,888.09 at the end of the previous year[4] - The company's total assets decreased to CNY 5.02 billion in Q1 2023 from CNY 5.05 billion in Q1 2022[22] - Total liabilities decreased to CNY 1.68 billion in Q1 2023 from CNY 1.74 billion in Q1 2022[22] - The company reported a decrease in accounts receivable to CNY 407.68 million from CNY 451.67 million, a reduction of 9.7%[21] Expenses - The company reported a significant increase in sales expenses by 29.99%, totaling ¥7,558,878.75, attributed to higher exhibition costs and increased after-sales service expenses[11] - Financial expenses surged by 3821.25% to ¥12,779,521.41, primarily due to fluctuations in the exchange rate between the RMB and USD[11] - Operating costs for Q1 2023 were CNY 450.48 million, down 35.0% from CNY 692.85 million in the same period last year[24] - Research and development expenses for Q1 2023 were CNY 34.94 million, a slight increase from CNY 34.22 million in Q1 2022[25] Government Support - The company received government subsidies amounting to ¥2,300,204.52, an increase of 47.85% compared to ¥1,555,809.53 in the previous year[11] Shareholder Returns - The company’s dividend payments surged by 501.31% to RMB 14,332,540.01, mainly due to dividend payments to minority shareholders[12] Other Financial Metrics - The company’s equity attributable to shareholders rose to CNY 3.31 billion from CNY 3.27 billion, an increase of 1.7% year-over-year[22] - Current assets totaled CNY 3.71 billion, slightly down from CNY 3.76 billion year-over-year[21] - Cash and cash equivalents at the end of Q1 2023 totaled CNY 1.23 billion, an increase from CNY 1.10 billion at the end of Q1 2022[28] - Total cash and cash equivalents increased by 189.96% to RMB 177,628,245.94, mainly due to improved operating cash flow and net redemptions of financial products[12] Audit Status - The report for Q1 2023 was not audited, indicating that the figures presented are preliminary and subject to change[29]

Group 1: Company Overview and Acquisition - Shandong Weida Machinery Co., Ltd. is acquiring Suzhou Demai Electric Co., Ltd. to enhance its operational capabilities and resolve related party transactions [2][4] - The acquisition is expected to dilute the shares of Weida Group, but it aims to inject precision casting assets into the company [4] Group 2: Financial Performance - Demai Electric's gross profit margin has remained stable at around 25% since its establishment in 2012, with significant profit growth observed in 2015 due to revenue recognition starting in 2014 [2][3] - The company anticipates achieving a performance commitment of 38.2 million in the next four years [4] Group 3: Future Business Focus - Demai Electric plans to maintain steady growth in factory automation, while logistics automation and intelligent equipment will be key areas for future development [3][4] - The company requires 30% prepayment for business operations, with 30%-40% payment upon delivery, and 20%-30% after debugging, indicating a structured cash flow management strategy [4] Group 4: Funding and Investment - A total of 50 million is allocated for working capital to support Demai Electric's operations, particularly for the new Kunshan factory set to commence operations early next year [4] - The precision casting company also requires working capital due to a three-month payment term from customers and the need for raw material procurement [4]

Group 1: Company Overview - Shandong Weida aims to become a leading provider of intelligent manufacturing solutions in China [2] - The company operates in various sectors including food, beverage, pharmaceuticals, fine chemicals, high-end equipment, machinery, and automotive [3] Group 2: Business Segments - The main business segments include: - Factory Automation: Provides comprehensive automation solutions for discrete and continuous production processes [3] - Logistics Automation: Offers overall solutions for logistics design, conveying, stacking, sorting, and AGV systems [3] - Robotics and Intelligent Equipment: Develops robotic systems and intelligent equipment based on core robotic technology [3] Group 3: Core Competencies - The company boasts a mature team with extensive experience and successful track records [3] - Strong engineering delivery capabilities and a robust ERP management system for cost analysis and process control [3] - 70% of current business comes from existing customers, indicating strong client retention [3] Group 4: Historical Projects - Notable projects include: - Process Automation: Projects for Bright Dairy, Dow Chemical, and others [3] - Discrete Automation: Collaborations with Alstom, Bosch Rexroth, and SAIC [3] - Logistics Automation: Systems for Michelin, Nanjing Airport, and SF Express [3] Group 5: Financial Aspects - Payment terms typically include 30% upfront, 40%-50% upon delivery, and 20%-30% upon acceptance [3] - The company expresses confidence in fulfilling performance commitments due to a sufficient order backlog [3] Group 6: Strategic Partnerships - Collaboration with Shandong Weida is driven by strong machining capabilities and mutual automation needs [3] - The partnership is expected to contribute to revenue growth and aligns with long-term strategic planning [3]

Group 1: Company Overview - Shandong Weida Machinery Co., Ltd. is a leading enterprise in the world chuck industry, focusing on transformation and upgrading, and technological innovation [2] - The company aims to leverage its long-term experience in mechanical equipment production to seize market opportunities in manufacturing transformation [2] Group 2: Development Strategy - The company is committed to understanding new trends in "Made in China 4.0," "Internet Plus," and global smart manufacturing [2] - The strategic focus includes enhancing product structure and expanding business opportunities in robotics and automation [2] Group 3: Investor Relations Activity - The investor relations activity took place on December 15-16, 2015, at Jinan First Machine Tool Co., Ltd. and Shandong Weida Machinery Co., Ltd. [2] - Key personnel included Chairwoman Yang Mingyan, Vice Chairman Yang Guijun, and Secretary Song Zhanyou, who engaged with guests and addressed their concerns [2] Group 4: Production and Services - The company emphasizes the importance of intelligent, flexible, and systematic performance in its products [2] - It aims to provide comprehensive engineering services, including solution design, equipment customization, and system integration [2]

Group 1: Company Overview - Shandong Weida Machinery Co., Ltd. is a significant player in the electric tool accessories and high-end CNC machine tool production sectors, with a focus on providing high stability products and quality services to domestic and international clients [2]. - The company has established a robust quality control system that spans procurement, production, quality inspection, and customer feedback, enabling it to achieve economies of scale and reduce production costs effectively [2]. Group 2: Core Competencies - The company boasts a production scale advantage with modern facilities and advanced equipment, positioning it as a leading manufacturer in its field [2]. - Shandong Weida has a strong R&D capability, with 7 high-tech enterprises, 1 national-level technology center, and numerous patents, including 73 invention patents and 218 utility model patents as of December 31, 2020 [2]. - The company maintains solid relationships with top global brands in the electric tool sector, enhancing its customer resource and channel advantages [2]. Group 3: Financial Performance - The company has consistently achieved good growth in performance over the years, with stable cash flow from key products such as drill chucks and precision castings [2]. - The company is actively pursuing a non-public offering project, with ongoing discussions with intermediaries to advance related matters [3]. Group 4: Future Development Plans - Shandong Weida aims to deepen its focus on high-end intelligent equipment manufacturing and new energy businesses, aspiring to become a global leader in the electric tool industry and a top domestic manufacturer of high-end intelligent equipment [6][7]. - The company plans to expand its product offerings in electric tool switches, lithium battery packs, and precision castings, aiming to cultivate new leading products [6][7]. Group 5: Market Position and Strategy - The company is committed to creating value for customers, shareholders, employees, and society, with a vision to build a century-old brand and become an industry leader [7]. - Shandong Weida emphasizes innovation across various dimensions, including product, technology, management, and culture, to enhance its competitive edge and operational capabilities [7].