第七届董事会第六次会议决议公告 证券代码：002158 证券简称：汉钟精机 公告编号：2025-005 上海汉钟精机股份有限公司 第七届董事会第六次会议决议公告 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、 会议召开情况 上海汉钟精机股份有限公司（以下简称"公司"或"汉钟精机"）第七届董事会第六次会议 通知于 2025 年 4 月 11 日以电子邮件形式发出，2025 年 4 月 24 日以现场和通讯相结合表 决方式召开。 本次会议应出席董事 9 名，实际出席董事 9 名。会议由董事长余昱暄先生主持，公司 监事和高级管理人员列席了本次会议。会议程序符合《公司法》、《公司章程》以及《董事会 议事规则》的规定，表决形成的决议合法有效。 经表决，赞成 9 票，反对 0 票，弃权 0 票。 会议同意本议案提交股东会审议。 公司独立董事周波女士、周志华先生、魏春燕女士向董事会提交了《2024 年度独立董 事述职报告》，并将在 2024 年度股东会上述职。述职报告详细内容请见公司于 2025 年 4 月 26 日刊登在指定的信息披露网站巨潮资讯网（www.cnin ...

证券代码：002158 证券简称：汉钟精机 公告编号：2025-007 上海汉钟精机股份有限公司 关于公司 2024 年度利润分配方案的公告 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、审议程序 上海汉钟精机股份有限公司第七届董事会第六次会议于 2025 年 4 月 24 日召开，会议 审议通过了《2024 年度利润分配方案》，本方案尚需提交公司 2024 年度股东会审议。 关于公司 2024 年度利润分配方案的公告 二、利润分配方案的基本情况 根据容诚会计师事务所（特殊普通合伙）出具的"容诚审字[2025]100Z2035 号"《审计报 告》，公司合并报表 2024 年度实现归属于母公司股东的净利润 862,593,975.15 元，加上年初 未分配利润 2,348,654,758.05 元，扣除支付 2023 年度股东现金分红 310,140,000.61 元，扣除 提取盈余公积 64,648,361.05 元，期末合并报表未分配利润为 2,836,460,371.54 元。母公司未 分配利润为 1,764,164,031.08 元。根据合并报表、 ...

一、主要会计数据和财务指标 前十大流通股东累计持有： 36512.31万股，累计占流通股比： 68.44%，较上期变化： 319.30万股。 | 名称 | 持有数量(万股) | 占总股本比 | 增减情况 | | --- | --- | --- | --- | | | | 例(%) | (万股) | | HERMES EQUITIES CORP. | 17485.78 | 32.77 | 新进 | | CAPITAL HARVEST TECHNOLOGY LIMITED | 15311.97 | 28.70 | 不变 | | 香港中央结算有限公司 | 1308.25 | 2.45 | -1363.02 | | 刘巨峰 | 571.52 | 1.07 | 新进 | | 黄国斌 | 510.18 | 0.96 | -63.82 | | 中国人寿（601628）保险股份有限公司-传统-普通保险产 品-005L-CT001沪 | 435.00 | 0.82 | 新进 | | 舒敬飞 | 314.79 | 0.59 | 新进 | | 香港金融管理局-自有资金 | 305.40 | 0.57 | 新进 | | 南方中证10 ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥606,395,770.45, a decrease of 19.09% compared to ¥749,441,243.78 in the same period last year[4] - Net profit attributable to shareholders was ¥117,700,200.58, down 19.58% from ¥146,358,254.24 year-on-year[4] - Basic and diluted earnings per share decreased to ¥0.2201, down 19.58% from ¥0.2737 in the same period last year[4] - Total operating revenue decreased to ¥606.40 million from ¥749.44 million, a decline of approximately 19.1% year-over-year[30] - Net profit for the period was ¥118.54 million, down from ¥146.77 million, representing a decrease of approximately 19.2% year-over-year[31] - Basic earnings per share decreased to ¥0.2201 from ¥0.2737, a decline of about 19.5% year-over-year[33] Cash Flow - The net cash flow from operating activities improved significantly, reaching ¥75,622,292.32, a 162.85% increase from a negative cash flow of ¥120,313,127.24 in the previous year[4] - The net cash flow from investment activities was negative at -¥2,729.80, a decrease of 125.53% compared to a positive cash flow of ¥10,694.51 in the same period last year[19] - The net cash flow from financing activities also turned negative at -¥253.28, a decline of 102.37% from ¥10,697.95 in the previous year[19] - The company's cash and cash equivalents at the end of Q1 2025 were ¥73,148.27, down 51.62% from ¥151,199.85 at the end of the previous year[19] - The net increase in cash and cash equivalents decreased by 53.26% compared to the same period last year, primarily due to an increase in the amount spent on financial products during the reporting period[20] - The ending balance of cash and cash equivalents decreased by 51.62% year-over-year, mainly because three-month term deposits were not classified as cash and cash equivalents[20] - The net cash flow from operating activities was $75.62 million, a decrease from a negative $120.31 million[35] - The net cash flow from investing activities was negative $27.30 million, a significant decline from a positive $106.95 million[35] - The net cash flow from financing activities was negative $2.53 million, a decrease from a positive $106.98 million[35] - The net increase in cash and cash equivalents was $43.11 million, down from $92.22 million[35] - The ending balance of cash and cash equivalents was $731.48 million, compared to $1.51 billion at the end of the previous period[35] Assets and Liabilities - Total assets at the end of Q1 2025 were ¥6,027,441,480.88, a slight decrease of 0.14% from ¥6,035,772,658.47 at the end of the previous year[4] - Shareholders' equity increased by 2.20% to ¥4,312,806,462.74 from ¥4,220,027,509.02 at the end of the previous year[4] - Total current assets amounted to ¥3,917,008,395.14, an increase from ¥3,611,474,286.26 at the beginning of the period[26] - The total non-current assets decreased from ¥2,424,298,372.21 to ¥2,110,433,085.74[26] - Total liabilities decreased to ¥1,691.16 million from ¥1,792.89 million, a decline of approximately 5.7% year-over-year[28] - Total equity increased to ¥4,336.29 million from ¥4,242.88 million, reflecting a growth of about 2.2% year-over-year[28] Shareholder Information - The total number of common shareholders at the end of the reporting period was 31,389[22] - The top 10 shareholders hold a combined 66.12% of the shares, with HERMES EQUITIES CORP. holding 32.70% and CAPITAL HARVEST TECHNOLOGY LIMITED holding 28.64%[22] Other Information - The company reported a significant increase in non-current asset disposal gains of ¥201,429.22 and government subsidies of ¥39,814.32[6] - The company has not disclosed any new product developments or market expansion strategies in the current reporting period[24] - Research and development expenses increased to ¥47.15 million from ¥45.62 million, an increase of approximately 3.4% year-over-year[30] - Other comprehensive income after tax decreased to -¥25.13 million from -¥21.08 million, indicating a decline of about 19.4% year-over-year[31] - The first quarter report for 2025 was not audited[37] - The company is set to implement new accounting standards starting in 2025[36]

Financial Performance - The company's operating revenue for 2024 was ¥3,674,288,772.58, a decrease of 4.62% compared to ¥3,852,339,560.06 in 2023[6]. - The net profit attributable to shareholders for 2024 was ¥862,593,975.15, down 0.28% from ¥865,028,182.89 in 2023[6]. - The net cash flow from operating activities significantly dropped by 85.50% to ¥111,970,900.59 in 2024 from ¥772,460,591.98 in 2023[6]. - The total assets at the end of 2024 were ¥6,035,772,658.47, reflecting an 8.34% decrease from ¥6,585,239,110.71 at the end of 2023[6]. - The company's weighted average return on equity decreased to 21.80% in 2024 from 25.81% in 2023, a decline of 4.01%[6]. - The company's gross profit from compressors increased by 4.31% year-on-year, contributing 55.26% to total revenue, while vacuum products saw a decline of 18.04%, accounting for 36.63% of total revenue[70]. - In 2024, the company achieved operating revenue of CNY 3.674 billion, a decrease of 4.62% year-on-year, and a net profit attributable to shareholders of CNY 863 million, down 0.28% year-on-year[60]. Dividend Distribution - The company plans to distribute a cash dividend of 5.80 RMB per 10 shares to all shareholders, based on a total of 534,724,139 shares[7]. - The total cash dividend distributed to shareholders for the fiscal year 2023 was RMB 310,140,000.62, with a dividend of RMB 5.80 per 10 shares[184][187]. - The company's cash dividend accounted for 100% of the total profit distribution[187]. Risk Management - The report includes a detailed discussion of potential risks the company may face, urging investors to read this section carefully[7]. - The company has established a comprehensive risk management system for foreign exchange derivatives to mitigate the impact of exchange rate fluctuations, ensuring compliance with legal regulations and internal controls[99]. - The company acknowledges risks from industry cycles, particularly in high-end equipment manufacturing, and plans to diversify its layout to mitigate these risks[113]. - The company faces raw material price volatility risks, particularly for steel and pig iron, and intends to establish long-term supplier relationships to manage these risks[115]. Corporate Governance - The company has maintained a robust governance structure, ensuring independence from its controlling shareholder and safeguarding minority shareholder rights[137]. - The company has revised its governance documents, including the Articles of Association and various committee rules, during the 2023 annual general meeting and subsequent meetings in 2024, reflecting ongoing efforts to enhance corporate governance[130]. - The company has a structured risk management framework involving the board's audit committee and internal audit department to oversee internal control implementation[190]. - The company has a complete business structure and operates independently without reliance on shareholders or related parties[153]. Research and Development - The company is focusing on R&D innovation, particularly in screw, centrifugal, and magnetic suspension technologies, to enhance market competitiveness and product offerings[61]. - The company plans to increase R&D investment in 2025, focusing on high-temperature heat pump compressors and oil-free products to meet the demands of high-precision industries[107]. - Research and development expenses decreased by 14.59% to ¥181,844,217.98, representing 4.95% of operating revenue[86]. - The number of R&D personnel increased by 17.98% to 433, with a notable rise in the proportion of personnel holding master's degrees[86]. Market Presence and Expansion - The company operates multiple subsidiaries across various regions, including subsidiaries in the United States, Vietnam, and South Korea, indicating a broad market presence[11]. - The company is expanding its market presence in Southeast Asia, targeting a 25% market share by the end of 2024[164]. - The company has established a wholly-owned subsidiary in the USA, HANBELL USA Company LLC, to enhance its international competitiveness[80]. - The company is advancing the production progress of its factory in Bắc Ninh, Vietnam, which is expected to boost sales in the Southeast Asian market[66]. Environmental Compliance - The company has obtained environmental permits for its facilities, with the latest permit for the Xingta plant issued on May 29, 2024, valid until May 28, 2029[198]. - The company adheres to various environmental protection laws and standards, including local pollution discharge standards in Shanghai and other regions[196]. - The total emissions of non-methane total hydrocarbons from Hanzhong Precision Machinery were 0.4130 tons/year, while the approved total emissions were 0.4446 tons/year, indicating compliance with standards[199]. Employee Management - The company has a dedicated human resources department that operates independently from shareholders, ensuring compliance with labor laws[149]. - The company has established a comprehensive employee training system, including diverse training courses and personalized development plans[182][183]. - The total remuneration for directors and senior management in 2024 amounted to CNY 1,046.99 million, including performance bonuses from 2023[171]. - The company plans to continue optimizing the performance evaluation system and long-term incentive mechanisms for middle and senior management[181]. Investor Relations - The company has engaged in multiple investor communications and site visits to discuss operational and industry developments[123]. - The company has maintained a consistent schedule of investor communications, suggesting a commitment to transparency and regular updates on performance and strategy[124][125]. - The company has not established a market value management system or disclosed a valuation enhancement plan, suggesting a potential area for improvement in investor relations[127]. - The company has not provided specific performance guidance or future outlook in the available documents, which may leave investors seeking more clarity on growth prospects[127].

审计报告 上海汉钟精机股份有限公司 容诚审字[2025]100Z2035 号 容诚会计师事务所(特殊普通合伙) 中国·北京 目 录 | 序号 | 内 容 | | 页码 | | | | --- | --- | --- | --- | --- | --- | | 1 | 审计报告 | | 1-5 | | | | 2 | 合并资产负债表 | | 1 | | | | 3 | 合并利润表 | | 2 | | | | 4 | 合并现金流量表 | | 3 | | | | 5 | 合并所有者权益变动表 | 4 | - | 5 | | | 6 | 母公司资产负债表 | | 6 | | | | 7 | 母公司利润表 | | 7 | | | | 8 | 母公司现金流量表 | | 8 | | | | 9 | 母公司所有者权益变动表 | | 9 - | | 10 | | 10 | 财务报表附注 | | 11- | | 122 | 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 ...

非经营性资金占用及其他关联资金 往来情况专项说明 上海汉钟精机股份有限公司 容诚专字[2025]100Z0982 号 容诚会计师事务所(特殊普通合伙) 中国·北京 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 关于上海汉钟精机股份有限公司 非经营性资金占用及其他关联资金往来情况专项说明 容诚专字[2025]100Z0982 号 上海汉钟精机股份有限公司全体股东： 我们接受委托，依据中国注册会计师审计准则审计了上海汉钟精机股份有限 公司（以下简称汉钟精机公司）2024 年 12 月 31 日的合并及母公司资产负债表， 2024 年度的合并及母公司利润表、合并及母公司现金流量表和合并及母公司所有 者权益变动表以及财务报表附注，并于 2025 年 4 月 24 日出具了容诚审字 [2025]100Z2035 号的无保留意见审计报告。 根 ...

股票交易异常波动公告 证券代码：002158 证券简称：汉钟精机 公告编号：2025-004 上海汉钟精机股份有限公司 股票交易异常波动公告 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、股票交易异动波动情况 上海汉钟精机股份有限公司（以下简称"公司"或"本公司"）股票（证券简称：汉钟精机、 证券代码：002158）于 2025 年 3 月 7 日、3 月 10 日、3 月 11 日连续 3 个交易日内收盘价 格涨幅偏离值累计达到 20%以上，根据《深圳证券交易所股票交易规则》的有关规定，属 于股票交易异常波动情况。 二、公司关注、核实的情况说明 针对公司股票交易异常波动，公司对有关事项进行了核查，并询问了控股股东及实际控 制人，有关情况如下： 1、公司于 2025 年 2 月 21 日披露了《2024 年度业绩快报》（公告编号：2025-003）， 2024 年度实现营业收入 370,180.74 万元，较上年同期下降 3.91%，实现营业利润 104,394.58 万元，较上年同期上升 2.39%；实现归属于上市公司股东的净利润 88,447.46 ...

Group 1: Financial Overview - In the first three quarters of 2024, the company reported a revenue of 2.857 billion yuan, a year-on-year decrease of 1.71% [2] - The net profit attributable to shareholders was 721 million yuan, reflecting a year-on-year increase of 6.11% [2] Group 2: Product Segmentation Refrigeration Products - The refrigeration segment includes commercial central air conditioning compressors, frozen and refrigerated compressors, and heat pump compressors, catering to diverse customer needs [2] - Heat pump products are showing strong growth potential, driven by increasing demand for clean energy and energy-efficient products due to global carbon reduction policies [2] Air Compression Products - Air compressors are essential in various industries, including engineering machinery, pharmaceuticals, chemicals, and electronics, ensuring efficient production processes [3] - The company is expanding into oil-free air compressor markets, which have significant potential in industries requiring high air quality, such as food and biomedicine [3] Vacuum Products - Vacuum products are primarily used in the photovoltaic and semiconductor industries, with limited current usage in other sectors [3] - Demand for vacuum pumps in the photovoltaic sector is under pressure due to market conditions, while collaboration with domestic semiconductor equipment manufacturers is ongoing [3] - The company aims to enhance its market share in the semiconductor vacuum product sector through continuous development and improved service quality [3]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported a net profit growth for 2024 despite a decline in revenue due to adjustments in the photovoltaic industry [3][4] - The company's operating profit margin improved by 1.7 percentage points to 28.2% in 2024, driven by refined management strategies [4] - Future growth is expected from the refrigeration and air compressor business, semiconductor sector expansion, and after-sales maintenance services [5] Financial Performance - In 2024, the company achieved an operating revenue of approximately 3.70 billion yuan, a year-on-year decrease of 3.9% [3] - The net profit attributable to shareholders was approximately 880 million yuan, reflecting a year-on-year increase of 2.2% [3] - The basic earnings per share were approximately 1.65 yuan, an increase of 2.2% year-on-year [3] - The weighted average ROE was approximately 22.3%, a decrease of 3.5 percentage points year-on-year [3] Revenue and Profit Forecast - Revenue forecasts for 2024-2026 are 3.70 billion, 3.83 billion, and 4.19 billion yuan, with year-on-year growth rates of -3.9%, 3.4%, and 9.6% respectively [5] - Net profit forecasts for the same period are 880 million, 930 million, and 1.04 billion yuan, with year-on-year growth rates of 2.2%, 5.1%, and 11.8% respectively [5] - The corresponding P/E ratios for 2024-2026 are 11.5, 10.9, and 9.8 times [5]