华泰联合证券有限责任公司 关于中国海诚工程科技股份有限公司 向特定对象发行股票并在主板上市 发行过程和认购对象合规性报告 深圳证券交易所： 经中国证券监督管理委员会（以下简称"中国证监会"）《关于同意中国海 诚工程科技股份有限公司向特定对象发行股票注册的批复》（证监许可〔2023〕 1077 号）同意注册，中国海诚工程科技股份有限公司（以下简称"中国海诚"、"发 行人"或"公司"）向符合中国证监会规定的证券投资基金管理公司、证券公司、信 托公司、财务公司、保险机构投资者、合格境外机构投资者、人民币合格境外机 构投资者，以及符合中国证监会规定的其他法人、自然人或其他合法投资组织等 不超过 35 名的特定对象发行股票（以下简称"本次发行"）。发行人本次发行的 保荐人（主承销商）华泰联合证券有限责任公司（以下简称"华泰联合证券"或 "保荐人（主承销商）"或"主承销商"）根据《中华人民共和国公司法》（以 下简称"《公司法》"）《中华人民共和国证券法》（以下简称"《证券法》"） 《证券发行与承销管理办法》《上市公司证券发行注册管理办法》《深圳证券交 易所上市公司证券发行与承销业务实施细则》等有关法律、法规、规范性文件的 ...

证券代码： 002116 证券简称：中国海诚 中国海诚工程科技股份有限公司投资者关系活动记录表 | --- | --- | --- | |----------------|---------------------------|-------------------------------------------| | 投资者关系活动 | 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 | □ 业绩说明会 | | | □ 新闻发布会 | □ 路演活动 | | | 现场参观 | | | | 其他 | （请文字说明其他活动内容） | | 参与单位名称及 | 国信证券 朱家琪，中海基金 | 施扬，中融基金 张智浩，长信基 | | 人员姓名 | 金 傅立扬，华富基金 | 吴卓凡。 | | 时间 | 2023 年 7 月 18 日 ( | 星期二) 下午 1:30~3:00 | | 地点 | 上海市宝庆路公司 | 5103 会议室 | | 上市公司接待人 | 董事会办公主任 | 王森浩，证券事务代表 杨艳卫，高级投资经理 | | 员姓名 | 朱江峰，董事会办公室 | 沈丹阳。 | 公司向机构投资者播放 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,211,284,915.65, representing a 9.78% increase compared to ¥1,103,387,879.62 in the same period last year[6] - Net profit attributable to shareholders for Q1 2023 was ¥51,834,850.93, a 31.90% increase from ¥39,070,464.46 in Q1 2022[6] - The basic earnings per share for Q1 2023 was ¥0.12, up 33.33% from ¥0.09 in the previous year[6] - The total profit for Q1 2023 was ¥59,315,600, a 33.07% increase from ¥44,574,900 in Q1 2022[12] - The total comprehensive income for the period was CNY 51,823,310.47, up from CNY 39,360,599.73 in Q1 2022, representing a growth of approximately 31.5%[28] - The company's total operating profit was CNY 59,185,139.92, compared to CNY 44,634,227.23 in the previous year, reflecting an increase of about 32.6%[27] Assets and Liabilities - The total assets at the end of Q1 2023 were ¥5,692,251,985.40, a decrease of 6.09% from ¥6,060,919,346.46 at the end of the previous year[6] - The company's total liabilities at the end of Q1 2023 were ¥4,413,154,780.03, reflecting an increase due to adjustments in deferred tax liabilities[7] - Total liabilities decreased to CNY 3,988,695,409.91 from CNY 4,413,154,780.03, representing a reduction of about 9.6%[24] - The total equity attributable to shareholders increased to CNY 1,703,556,575.49 from CNY 1,648,063,220.87, marking a growth of approximately 3.4%[24] Cash Flow - Cash flow from operating activities for Q1 2023 was -¥343,876,742.57, a 36.94% decrease compared to -¥251,114,346.54 in Q1 2022[6] - The net cash flow from financing activities for the period was CNY 2.4611 million, a decrease of 50.19% compared to the same period last year[15] - The net increase in cash and cash equivalents for the period was CNY -382.1992 million, a decrease of 38.32% compared to the same period last year[15] - The cash and cash equivalents at the end of the reporting period were CNY 3,046.2882 million, down from CNY 3,428.4757 million at the beginning of the year[22] - The cash and cash equivalents at the end of the period were CNY 2,902,246,993.00, compared to CNY 2,190,437,434.10 at the end of Q1 2022, indicating a year-over-year increase of approximately 32.5%[30] Inventory and Receivables - The company's inventory at the end of Q1 2023 was ¥11,829,100, an increase of 419.19% from ¥2,278,400 at the beginning of the period[10] - Accounts receivable at the end of the reporting period were CNY 476.1134 million, down from CNY 571.7937 million at the beginning of the year[22] - Contract assets rose to CNY 590,172,427.30 from CNY 423,886,472.72, reflecting an increase of 39.3%[24] - Inventory levels increased significantly to CNY 11,829,061.69 from CNY 2,278,376.19, a rise of 419.5%[24] Expenses - Research and development expenses for Q1 2023 amounted to ¥31,342,800, an increase of 30.84% from ¥23,955,200 in the same period last year[11] - Total operating costs for Q1 2023 were CNY 1,147,277,576.77, up from CNY 1,038,983,792.81 in the same period last year, reflecting a year-over-year increase of 10.5%[26] - The company reported a significant increase in sales expenses, which reached ¥5,507,800, up 318.45% from ¥1,316,200 in the previous year[11] - The financial expenses showed a significant decrease, with interest expenses at CNY 413,580.63, down from CNY 462,384.93 in Q1 2022[27] Contracts and Business Segments - The total new contracts signed in Q1 2023 amounted to CNY 2,242.4452 million, an 8% decrease compared to CNY 2,428.6382 million in Q1 2022[20] - The engineering general contracting business saw a 28% decrease in new contracts, totaling CNY 1,223.2234 million compared to CNY 1,693.7674 million in the same period last year[20] - The design business experienced a 23% increase in new contracts, totaling CNY 573.5119 million compared to CNY 465.9666 million in Q1 2022[20] - The supervision business reported an 83% increase in new contracts, totaling CNY 388.3704 million compared to CNY 212.5263 million in the same period last year[20] Future Outlook - Future outlook includes potential market expansion and new product development strategies, although detailed projections were not provided in the content[26]

Financial Performance - The company's operating revenue for 2022 was ¥5,719,629,031.28, representing an increase of 8.63% compared to ¥5,265,049,693.77 in 2021[29]. - Net profit attributable to shareholders for 2022 was ¥207,091,452.88, a growth of 28.80% from ¥160,787,411.47 in 2021[29]. - The cash flow from operating activities reached ¥904,294,640.84, marking a significant increase of 110.56% compared to ¥429,463,177.00 in 2021[29]. - Basic and diluted earnings per share for 2022 were both ¥0.50, up 28.21% from ¥0.39 in 2021[29]. - Total assets at the end of 2022 amounted to ¥6,060,919,346.46, reflecting a 24.39% increase from ¥4,872,641,221.67 at the end of 2021[29]. - The company's net assets attributable to shareholders increased by 9.76% to ¥1,648,397,843.62 at the end of 2022, compared to ¥1,501,825,427.40 at the end of 2021[29]. - The total revenue for the year 2022 was 4,965,000,000 CNY, with a year-on-year increase of 11.34% in the contracting business segment[90]. - The total revenue for 2022 was 2,149 million, an increase from 1,284 million in 2021, representing a growth of approximately 67.5%[158]. - The company reported a net profit of 865.3 million in 2022, compared to 0 in 2021, indicating a significant turnaround[158]. - The total assets of the company reached 1,200 million by the end of 2022, up from 598 million in 2021, reflecting a growth of approximately 100.3%[158]. Dividend Distribution - The company plans to distribute a cash dividend of 1.854 CNY per 10 shares to all shareholders based on a total share capital of 428,220,696 shares as of December 31, 2022[6]. - The cash dividend distribution plan has been approved by the shareholders' meeting and complies with relevant regulations, ensuring transparency and protection of shareholders' rights[191]. - The company has not proposed any cash dividend distribution plan despite having positive distributable profits, indicating a focus on reinvestment[192]. Risk Management - The company faces risks in overseas project management due to potential delays in client payments and additional costs arising from political and economic changes in project locations[12]. - The company anticipates challenges in 2023 due to economic instability, which may lead to difficulties in contract fulfillment and cash collection from clients[13]. - The company emphasizes the importance of strengthening customer credit investigations and supplier management to mitigate risks associated with client and supplier performance[13]. - The company has established a comprehensive risk management strategy to address potential challenges in project execution and financial performance[12]. - The company plans to implement a comprehensive risk management system to ensure high-quality development and mitigate operational risks[141]. Business Development and Strategy - The company is focusing on expanding its engineering general contracting business, which is becoming a major source of revenue[43]. - The company is actively expanding its business model by establishing a full-process engineering consulting division and a dual-carbon innovation center[56]. - The company aims to enhance its market position by extending its full industry chain services, focusing on one-stop smart engineering solutions[71]. - The company is committed to technological innovation and has established a technology innovation platform to improve core process technologies[69]. - The company is committed to sustainability and aims to integrate environmentally friendly practices into its operations moving forward[158]. - The strategic focus for 2023 includes enhancing digital transformation and integrating modern information technology with industrial economy to achieve high-quality development[132]. - The company aims to strengthen its market expansion by targeting government, park, and large enterprise clients, enhancing its marketing system in new business areas[139]. Research and Development - The company is committed to enhancing talent development and management to ensure a skilled workforce that meets business growth needs[14]. - The company's R&D investment amounted to ¥212,774,389.40 in 2022, representing a 19.91% increase from ¥177,438,240.77 in 2021[105]. - The proportion of R&D investment to operating revenue rose to 3.72% in 2022 from 3.37% in 2021, an increase of 0.35%[105]. - The company has a total of 1,047 R&D personnel in 2022, a 1.85% increase from 1,028 in 2021[104]. - The company has allocated significant resources towards research and development, with a focus on innovative engineering solutions[158]. Corporate Governance - The company has revised its governance documents in accordance with new regulatory requirements issued by the China Securities Regulatory Commission[149]. - The company’s governance structure is in compliance with the relevant regulations and does not have significant discrepancies with the requirements[149]. - The company maintains independence in assets, personnel, finance, and operations from its controlling shareholders[150]. - The board of directors strictly adhered to relevant laws and regulations, ensuring the protection of company and shareholder interests[179]. Market Position and Competitiveness - The company ranked 31st in the "ENR/Construction Times" list of China's top 60 engineering design companies for the 19th consecutive year[51]. - The company is focusing on marketing innovation and integrating digital design and management into its marketing strategy[67]. - The company is enhancing its brand image to expand its market influence and ensure steady growth in performance[68]. - The company is actively promoting the application of wastewater resource utilization projects, contributing to its competitive edge in the environmental protection sector[100]. Operational Efficiency - The company has a comprehensive quality control system in place, adhering to GB/T 19001-2016/ISO 9001:2015 standards[64]. - The company has not experienced any safety production accidents in 2022, maintaining a strong safety management record[65]. - The company has implemented a salary distribution policy based on fairness, economy, incentive, competitiveness, and legality[184]. - The salary structure consists of a base salary and performance bonuses, with the formula being salary = base salary + annual performance bonus[185]. Future Outlook - The management has provided a positive outlook for 2023, expecting continued revenue growth driven by increased demand in key markets[158]. - Future guidance indicates an expected revenue growth of 18% for 2023, driven by increased demand in the construction sector[167]. - The company plans to expand its market presence in Southeast Asia, targeting a 25% increase in market share by 2025[167].

国浩律师(上海)事务所 关于 中国海诚工程科技股份有限公司 向特定对象发行 A 股股票 之 补充法律意见书(二) =律師事務所 ANDALL LAW FIRM 上海市北京西路 968 号嘉地中心 27 层 郎编:200041 27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5243 3320 网址/Website: http://www.grandall.com.cn 2023 年 4 月 国浩律师(上海)事务所 补充法律意见书(二) 目 录 | 第一节 律师声明事项 . | | --- | | 第二节 正文 | | 第一部分 《一次反馈意见》回复更新 | | 第二部分 法律事项更新 | | 一、本次发行的批准和授权 . | | 二、发行人本次发行的主体资格 - | | 三、本次发行的实质条件 | | 四、发行人的设立 . | | 五、发行人的独立性 | | 六、发行人的发起人和股东 . | | 七、发行人的股本及演变 . | ...

证券代码：002116 证券简称：中国海诚 中国海诚工程科技股份有限公司投资者关系活动记录表 | --- | --- | |-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | 投资者关系活动类别 | 机构投资者实地调研 | | 参与单位名称 及人员姓名 | 华夏基金：李晨晨，工银瑞信：孔微微，信达证券： 关健鑫，海通证券：赵健、金川，申万宏源：陆玲 玲、李扬、李峙屺，宽 ...