2.在河南省市场监督管理局完成变更登记。 二、公司名称变更原因说明 一、拟变更公司名称的说明 公司拟将公司名称从"国机精工股份有限公司"变更为"国机精 工集团股份有限公司"，公司简称不变。 本次名称变更事项经公司于 2023 年 9 月 8 日召开的第七届董事 会第二十七次会议审议通过，尚需履行以下程序： 1.获得公司 2023 年第二次临时股东大会通过； 证券代码：002046 证券简称：国机精工 公告编号：2023-046 国机精工股份有限公司 关于拟变更公司名称并相应修改公司章程的公告 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。 为支撑公司战略发展，畅通内部协同，现拟将公司名称变更为"国 机精工集团股份有限公司"，并相应修改公司章程。 1、公司第七届董事会第二十七次会议决议。 特此公告。 国机精工股份有限公司董事会 2023 年 9 月 9 日 | 序号 | 修订前 | 修订后 | | --- | --- | --- | | 1 | 第四条 公司注册名称：中文名称：国 | 第四条 公司注册名称：中文名称：国 | | | 机精工股份有限公司 英文名称： ...

国机精工股份有限公司 第七届董事会第二十七次会议决议公告 证券代码：002046 证券简称：国机精工 公告编号：2023-045 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。 一、董事会会议召开情况 国机精工股份有限公司（以下简称"公司"）第七届董事会第二十 七次会议于 2023 年 9 月 7 日发出通知，2023 年 9 月 8 日以通讯方式 召开。本次会议应出席董事 8 名，实际出席董事 8 名。 本次会议的召开符合法律法规和公司章程的规定。 二、董事会会议审议情况 会议以记名投票表决的方式审议通过了以下议案： 1.审议通过了《关于拟变更公司名称并相应修改公司章程部分条 款的议案》 拟将公司名称由"国机精工股份有限公司"变更为"国机精工集 团股份有限公司"。 表决结果：8 票同意、0 票反对、0 票弃权。 议案内容详见同日刊载于巨潮资讯网（www.cninfo.com.cn）和《证 券时报》的《关于拟变更公司名称并相应修改公司章程的公告》。 本议案需提交股东大会审议。 2.审议通过了《关于召开 2023 年第二次临时股东大会的议案》 公司定于 2023 ...

国机精工集团股份有限公司 章 程 二〇二三年九月 | 第一章 总 | 则 1 | | --- | --- | | 第二章 | 经营宗旨和范围 2 | | 第三章 | 股份 3 | | 第一节 | 股份发行 3 | | 第二节 | 股份增减和回购 4 | | 第三节 | 股份转让 5 | | 第四章 | 股东和股东大会 6 | | 第一节 | 股东 6 | | 第二节 | 股东大会的一般规定 9 | | 第三节 | 股东大会的召集 13 | | 第四节 | 股东大会的提案与通知 14 | | 第五节 | 股东大会的召开 16 | | 第六节 | 股东大会的表决和决议 19 | | 第五章 | 公司党组织 23 | | 第六章 | 董事会 25 | | 第一节 | 董事 25 | | 第二节 | 董事会 28 | | 第七章 | 经理及其他高级管理人员 33 | | 第八章 | 监事会 35 | | | 第一节 监事 35 | | | 第二节 监事会 36 | | 第九章 | 职工民主管理与劳动人事制度 37 | | 第十章 | 财务会计制度、利润分配和审计 38 | | | 第一节 财务会计制度 38 | | ...

证券代码：002046 证券简称：国机精工 公告编号： 2023-047 国机精工股份有限公司 关于召开 2023 年第二次临时股东大会的通知 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。 一、召开会议的基本情况 1、股东大会届次：2023 年第二次临时股东大会 2、股东大会的召集人：国机精工股份有限公司董事会，第七届 董事会第二十七次会议决议召开本次股东大会。 3、会议召开的合法、合规性：本次股东大会会议的召开符合有 关法律法规、深交所业务规则和公司章程的规定。 4、会议召开的日期、时间： （1）现场会议时间：2023 年 9 月 25 日 15:00 （2）网络投票时间： 1）通过深圳证券交易所交易系统进行网络投票的具体时间为： 2023 年 9 月 25 日的交易时间，即 9:15-9:25，9:30-11:30 和 13:00-15:00； 2）通过深圳证券交易所互联网投票系统进行网络投票的具体时 间为：2023 年 9 月 25 日 9:15 至 15:00 期间的任意时间。 5、会议的召开方式：本次会议采取现场投票与网络投票相结合 的方式。 6、 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥1,477,353,686.74, a decrease of 25.41% compared to the same period last year[24]. - Net profit attributable to shareholders increased by 43.76% to ¥196,027,618.60, while the net profit excluding non-recurring gains and losses rose by 1.67% to ¥111,897,225.36[24]. - The basic earnings per share increased by 41.34% to ¥0.3689, and diluted earnings per share rose by 41.88% to ¥0.3689[24]. - The company's total assets at the end of the reporting period were ¥5,416,931,662.52, reflecting a growth of 3.15% from the end of the previous year[24]. - The weighted average return on equity improved to 6.14%, up by 1.52 percentage points from the previous year[24]. - The company reported a net cash flow from operating activities of -¥13,852,050.30, a significant decline of 109.06% compared to the previous year[24]. - The company reported a total profit of CNY 249,842,073.28 for the first half of 2023, compared to CNY 169,612,084.65 in the same period of 2022, marking an increase of about 47.3%[173]. - The total comprehensive income for the first half of 2023 was CNY 200,704,554.38, compared to CNY 137,384,642.41 in the same period of 2022, indicating an increase of about 46.1%[174]. Market Position and Strategy - The company is positioned as a leading player in the domestic market for bearings, superhard materials, and machine tools[36]. - The company focuses on high and mid-end products in the bearing industry, with a strong competitive advantage due to its comprehensive R&D capabilities and 24 national and provincial-level innovation platforms[37]. - The company plans to increase its market share by 15% in the next fiscal year through strategic partnerships and market expansion initiatives[71]. - The company aims to achieve a revenue target of 15 billion yuan by the end of 2024, reflecting a growth strategy focused on innovation and market penetration[71]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share by the end of 2024[186]. Research and Development - In the first half of 2023, the company filed 42 patent applications, including 31 invention patents, and currently holds 838 valid patents[46]. - Research and development investment increased by 4.22% to ¥149,214,539.80, indicating a continued focus on innovation[54]. - The company has initiated research and development for new technologies aimed at improving operational efficiency and product quality[197]. Environmental and Social Responsibility - The company invested 961,800 RMB in environmental protection and management in the first half of 2023[110]. - The photovoltaic power stations generated approximately 905,900 kWh of electricity, saving about 362.36 tons of standard coal and reducing CO2 emissions by approximately 903.18 tons[111]. - The company has established emergency response plans for environmental incidents, with updates completed in May 2023[109]. - The company has implemented a carbon peak action plan to manage carbon neutrality efforts[111]. Corporate Governance - The company has confirmed that all board members attended the meeting to review the half-year report[4]. - The financial report has been declared accurate and complete by the responsible executives[4]. - The company has not encountered any significant changes in the expected benefits from its fundraising projects[80]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[102]. Shareholder Information - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves[5]. - The total number of ordinary shareholders at the end of the reporting period is 36,605[150]. - China Machinery Industry Group holds 49.60% of the shares, totaling 262,452,658 shares[150]. - The report indicates no changes in the number of shares held by major shareholders during the reporting period[150]. Risks and Challenges - The company emphasizes the importance of risk awareness for investors regarding future plans and performance forecasts due to market uncertainties[4]. - The company faces intensified market competition in the bearing and superhard materials sectors, with a risk of declining profitability due to increased product homogeneity[91]. - The company reported a net cash flow from operating activities for the first half of 2023 was -13,852,050.30 yuan, a significant decline from 152,893,330.21 yuan in the same period of 2022, indicating a negative shift in operational performance[179].

Fundraising and Financial Management - The company has 171 million yuan of unused funds from the previous private placement, which has been used to supplement working capital to improve efficiency and reduce financial costs [1] - The company is currently in the due diligence stage for a new private placement to seize market opportunities and enhance core competitiveness [2] Business Development and Market Strategy - The company's special bearings, wind power bearings, and large single-crystal diamond businesses are facing good development opportunities [1] - The company plans to expand its high-end equipment product line, including SPS sintering presses and MPCVD equipment, with SPS presses already receiving small batch orders [2] - The company's wind power bearing revenue in 2022 was approximately 80 million yuan, and it plans to focus on the development of high-power wind power main shaft bearings [3] - The company's joint venture, Zhongzhe High-Speed Rail Bearing Company, is still in the R&D phase for high-speed rail bearings [3] Investor Relations and Market Value - Investors suggested the company should focus more on secondary market value and increase communication with institutional investors [2] - The company acknowledged the suggestion and stated it would strengthen investor relations management [2] Research and Development - The company is collaborating with universities, research institutes, and industry leaders to advance the research and application of functional diamonds [2] - The company is leveraging external expertise, such as from the Chinese Academy of Sciences and Huawei, to enhance the application of diamonds in high-end technologies [2]

Revenue and Profit - Revenue for Q1 2023 was ¥617,670,449.66, a decrease of 35.36% compared to ¥955,497,502.72 in the same period last year[4] - Net profit attributable to shareholders increased by 40.96% to ¥74,444,480.23 from ¥52,811,153.02 year-on-year[4] - Total operating revenue for the current period is ¥617,670,449.66, a decrease of 35.4% compared to ¥955,497,502.72 in the previous period[17] - Operating profit for the current period is ¥90,965,325.13, an increase of 33.9% from ¥67,871,078.77 in the previous period[18] - Net profit for the current period is ¥76,712,314.57, up 46.4% from ¥52,375,054.76 in the previous period[19] - Basic earnings per share for the current period is ¥0.1420, compared to ¥0.1007 in the previous period, reflecting a 40.0% increase[19] - Total comprehensive income for the current period is ¥76,712,314.57, compared to ¥52,364,479.30 in the previous period[19] Expenses and Costs - R&D expenses rose by 69.06%, primarily due to increased investment in the bearing sector[7] - Research and development expenses for the current period are ¥48,004,608.07, an increase of 69.5% compared to ¥28,394,640.39 in the previous period[18] - Total operating costs for the current period are ¥547,530,561.55, down 37.0% from ¥868,782,518.08 in the previous period[17] Cash Flow and Assets - The net cash flow from operating activities decreased by 545.84%, primarily due to a reduction in cash received from sales[9] - Cash flow from operating activities shows a net outflow of ¥96,617,962.08, contrasting with a net inflow of ¥21,670,779.13 in the previous period[22] - Cash and cash equivalents at the end of the period amount to ¥449,015,373.34, down from ¥529,716,625.82 at the end of the previous period[22] - The company's cash and cash equivalents were reported at RMB 476,347,063.52, down from RMB 658,148,418.32, a decline of approximately 27.6%[14] Assets and Liabilities - Total assets at the end of the reporting period were ¥5,217,463,916.27, a slight decrease of 0.65% from the previous year[4] - As of March 31, 2023, the total assets of Guoji Precision Engineering Co., Ltd. amounted to RMB 5,217,463,916.27, a decrease from RMB 5,251,722,348.86 at the beginning of the year[14] - The company's current assets totaled RMB 2,789,008,569.12, down from RMB 2,829,582,398.18 at the beginning of the year, reflecting a decrease of approximately 1.43%[15] - Accounts receivable increased by 30.38% compared to the beginning of the year, attributed to higher sales[8] - Accounts receivable increased to RMB 928,102,947.07 from RMB 711,867,503.79, representing a growth of approximately 30.5%[15] - The total liabilities decreased to RMB 1,945,941,775.37 from RMB 2,058,980,870.75, indicating a reduction of about 5.5%[16] - The total non-current liabilities decreased to RMB 311,264,848.94 from RMB 327,553,238.99, a decline of approximately 5%[16] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 40,940[11] - The total equity attributable to shareholders rose to RMB 3,171,839,868.01 from RMB 3,095,327,039.56, reflecting an increase of approximately 2.5%[16] - The company’s retained earnings increased to RMB 943,470,365.51 from RMB 869,025,885.28, representing a growth of approximately 8.5%[16] Other Income - Other income increased by 108.95%, mainly driven by higher government subsidies[7] - The company has reported a significant increase in other income, totaling ¥28,840,946.68, compared to ¥13,803,091.08 in the previous period[18] Audit Status - The first quarter report of the company is unaudited[23]

证券代码：002046 证券简称：国机精工 公告编号：2023-027 国机精工股份有限公司 1、投资者可通过电子邮件，将问题以文字方式发送至公司指定 电子邮箱 stock@sinomach-pi.com。 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。 一、本次说明会的安排 1、召开时间：2023 年 5 月 5 日 15:00-17:00。 2、出席人员：公司董事长、总经理蒋蔚先生、独立董事孙振华 先生、财务总监刘斌先生、董事会秘书赵祥功先生。 3 、接入方式： 投 资 者 可 登 陆 " 互 动 易 " （http://irm.cninfo.com.cn）"云访谈"栏目参与本次年度业绩说 明会。 二、征集问题事项 为充分尊重投资者、提升交流的针对性，公司就 2022 年度业绩 说明会提前向投资者征集相关问题，广泛听取投资者的意见和建议。 公司将在 2022 年度业绩说明会上，对投资者普遍关注的问题进行回 答。 国机精工股份有限公司已于 2023 年 4 月 13 日在巨潮资讯网 （http://www.cninfo. ...

Financial Performance - The company's operating revenue for 2022 was ¥3,435,996,387.27, representing a 3.25% increase from ¥3,327,889,632.93 in 2021[23]. - The net profit attributable to shareholders for 2022 was ¥233,282,879.50, an increase of 83.14% compared to ¥127,382,239.13 in 2021[23]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥159,260,736.01, a significant increase of 355.29% from ¥34,980,148.53 in 2021[23]. - The basic earnings per share for 2022 were ¥0.4440, an increase of 82.79% from ¥0.2429 in 2021[23]. - The company generated a net cash flow from operating activities of ¥291,387,842.15, which is a 57.48% increase from ¥185,037,177.72 in 2021[23]. - In 2022, the company achieved total revenue of CNY 343,599.64 million, representing a year-on-year growth of 3.25%[51]. - The total profit amounted to CNY 25,419.67 million, with a significant year-on-year increase of 59.64%[51]. - Net profit attributable to shareholders reached CNY 23,328.29 million, reflecting an impressive growth of 83.14% year-on-year[51]. Business Operations - The company has expanded its main business from bearings to include superhard materials and supply chain management services[21]. - The company is positioned in a critical industry with significant growth potential, particularly in high-performance and precision bearings, which are currently reliant on imports[34]. - The company is a leader in the superhard materials industry, focusing on high-end products and holding a significant market share in the domestic market[37]. - The precision bearing segment, represented by the ZYS Axle Research Institute, has a market share of over 90% in specialized bearings for satellites and launch vehicles[46]. - The company has established a new high-power MPCVD method for diamond crystal preparation, enabling mass production capabilities[46]. - The superhard materials segment includes products such as V-CBN grinding wheels and ultra-thin cutting wheels, primarily serving industries like automotive and semiconductor[40]. - The company’s special bearing business has seen significant growth due to the development of China's national defense and military industry[39]. - The company’s subsidiary, Xinya, is a key supplier of high-end composite superhard materials, particularly for oil and gas drilling applications[41]. Research and Development - The company has a strong R&D advantage, being the only comprehensive research institution in the abrasive tools industry in China[44]. - The company has achieved over 90% of the global production of industrial single crystal diamonds during the "13th Five-Year Plan" period[36]. - Research and development expenses increased by 24.29% to ¥200,320,146.36 in 2022, compared to ¥161,166,697.41 in 2021[71]. - R&D investment amounted to ¥412,795,961.27 in 2022, representing a 7.15% increase from ¥385,242,157.29 in 2021, and accounted for 12.01% of operating revenue[73]. - The company has maintained a strong financial position, with a current ratio of 2.5, indicating good liquidity[120]. Market and Sales - Domestic sales accounted for 71.23% of total revenue, while overseas sales made up 28.77%, with the latter growing by 12.70%[57]. - The company sold 768,004 sets of bearings, a 29.60% increase compared to 2021, while production rose by 32.05% to 753,804 sets[60]. - The sales volume of electric spindles increased by 66.71% to 6,785 units, with production up 93.63% to 6,109 units[60]. - The company reported a total revenue from domestic sales of ¥2,447,352,010, which is a 1.79% increase year-on-year[59]. - The total revenue from overseas sales was ¥988,644,375, marking a 12.70% increase compared to the previous year[59]. Governance and Management - The company is committed to ensuring the accuracy and completeness of its financial reports, with all board members present for the report's approval[4]. - The board of directors held a total of 19 meetings during the reporting period, with all members actively participating[149][151]. - The company has implemented strict governance practices in line with relevant laws and regulations[153]. - The company has a diverse board with members aged between 36 and 67, ensuring a range of perspectives[147]. - The company has maintained a stable management team with no significant changes in shareholding among directors and supervisors[134]. Environmental Responsibility - The company adheres to environmental protection regulations and has obtained necessary permits for pollution discharge[179]. - The company has implemented online reporting for fixed pollution sources and received registration receipts for discharge[179]. - The company has a waste management system in place, including the recovery of hazardous waste[180]. - The company disposed of a total of 495.973 tons of hazardous waste in compliance with regulations during the year 2022[181]. - The company invested CNY 1.8113 million in environmental governance and protection in 2022[184]. Future Outlook - The company provided a positive outlook for 2023, projecting a revenue growth of 15% to 1.725 billion[145]. - New product launches are expected to contribute an additional 200 million in revenue in 2023, driven by innovative technology advancements[145]. - The company is focusing on expanding its market presence in the wind power sector, with a projected increase in wind bearing sales by 25%[120]. - The company plans to explore potential mergers and acquisitions to enhance its product offerings and market reach[120]. - The company aims to enhance its technological innovation and management capabilities to achieve significant improvements in operational performance[113].

Group 1: Industry Outlook - The bearing industry is expected to maintain the development trend of 2014 into 2015, with no significant improvement anticipated due to uncertain macroeconomic policies [2] - The company's "High-speed Precision Heavy-load Bearing Industrialization Project" is currently under construction, expected to be completed by the end of June 2015, but will not have a major impact on the company's performance in the short term [3] Group 2: Product Development - The company is currently developing robot bearings, although the production volume is relatively small [3]