北京德恒律师事务所 关于中天服务股份有限公司 2022 年度向特定对象发行股票并在主板上市的 补充法律意见（四） 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 | 目 录 1 | | --- | | 第一部分 律师声明事项 4 | | 第二部分 补充披露期间更新事项 6 | | 一、本次发行上市的批准和授权 6 | | 二、本次发行上市的主体资格 6 | | 三、本次发行上市的实质条件 6 | | 四、发行人的设立 11 | | 五、发行人的独立性 11 | | 六、发起人、股东及实际控制人 11 | | 七、发行人的股本及其演变 14 | | 八、发行人的业务 14 | | 九、发行人的关联交易及同业竞争 15 | | 十、发行人的主要财产 25 | | 十一、发行人的重大债权债务 29 | | 十二、发行人的重大资产变化及收购兼并 31 | | 十三、发行人章程的制定与修改 31 | | 十四、发行人股东大会、董事会、监事会议事规则及规范运作 31 | | 十五、发行人的董事、监事、高级管理人员和核心技术人员及其 ...

国盛证券有限责任公司 关于中天服务股份有限公司 向特定对象发行股票 之 发行保荐书 保荐机构（主承销商） （南昌市新建区子实路 1589 号) 3-1-1 声 明 本保荐机构及其指定的保荐代表人根据《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》"）、 中国证券监督管理委员会（以下简称"中国证监会"）《上市公司证券发行注册 管理办法》（以下简称"《注册管理办法》"）等有关规定，遵照诚实守信、勤 勉尽责的原则，严格按照依法制订的业务规则、行业执业规范和道德准则出具本 发行保荐书，并保证所出具文件内容的真实性、准确性和完整性。 3-1-2 第一节 本次证券发行基本情况 一、保荐机构项目人员情况 （一）保荐机构名称 国盛证券有限责任公司（以下简称"本保荐机构"或"国盛证券"） （二）本保荐机构指定保荐代表人情况 本保荐机构指定林朋、夏跃华担任中天服务股份有限公司（以下简称"中天 服务"、"发行人"或"公司"）本次向特定对象发行股票的保荐代表人。 林朋，男，国盛证券投资银行总部业务四部执行董事，曾负责或参与了法狮 龙（605318）、晨丰科技（603685）、雪榕生 ...

国盛证券有限责任公司 关于中天服务股份有限公司 向特定对象发行股票 之 上市保荐书 3-3-2 第一节 发行人基本情况 一、发行人的基本信息 | 公司名称： | 中天服务股份有限公司 | | --- | --- | | 法定代表人： | 操维江 | | 注册资本（实收资本）： | 29,253.8575 万元 | | 成立日期： | 2002 年 11 月 20 日 | | 公司住所： | 浙江省嘉兴市嘉善县惠民街道东升路 18 号 410 室 | | 电话： | 0571-86038115 | | 传真： | 0571-86038115 | | 联系人： | 徐振春 | | 互联网网址: | http://zhongtianservice.com/ | | 电子信箱： | stock002188@vip.163.com | | 经营范围： | 企业总部管理；信息技术咨询服务；软件开发；广告 设计、代理；广告制作；会议及展览服务；物业管理； | | | 家政服务；人工智能硬件销售；销售代理；知识产权 | | | 服务（专利代理服务除外）；技术服务、技术开发、 | | | 技术咨询、技术交流、技术转让、技术推广 ...

审计报告 立信中联审字[2023]D-0270 号 立信中联会计师事务所(特殊普通合伙) 中天服务股份有限公司 6-1-1 | .. | A | | | --- | --- | --- | | . | . | . | | | 审计报告 | 1-5 | | --- | --- | --- | | ן ו | 财务报表 | | | 1、 | 合并资产负债表、母公司资产负债表 | 1-4 | | 2、 | 合并利润表、母公司利润表 | 5-6 | | 3、 | 合并现金流量表、母公司现金流量表 | 7-8 | | 4、 | 合并股东权益变动表、母公司股东权益变动表 | 9-12 | | 5、 | 财务报表附注 | 1-75 | 6-1-2 立信中联会计师事务所（特殊普通合伙） LixinZhonglian CPAs (SPECIAL GENERAL PARTNERSHIP) 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://acc.mof.gov.cn)" 审计报告 立信中联审字[2023]D-0270 号 中天服务股份有限公司全体股东： 一、审计意见 我们审计了中天服务股份有限公司（以下简称 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥159,075,984.11, representing a 15.55% increase compared to ¥137,670,789.68 in the same period last year[22]. - The net profit attributable to shareholders decreased by 60.68% to ¥16,759,515.30 from ¥42,620,475.55 year-on-year[22]. - The net profit after deducting non-recurring gains and losses increased by 19.96% to ¥18,258,523.33 compared to ¥15,220,204.72 in the previous year[22]. - The net cash flow from operating activities improved significantly, with a net outflow of ¥7,136,561.73, an 86.10% reduction from a net outflow of ¥51,345,823.70 in the same period last year[22]. - The total assets at the end of the reporting period were ¥281,761,263.58, a 12.15% increase from ¥251,235,379.21 at the end of the previous year[22]. - The net assets attributable to shareholders increased by 13.64% to ¥128,519,903.45 from ¥113,092,657.36 at the end of the previous year[22]. - The company's consolidated revenue for the reporting period reached CNY 159.08 million, representing a year-on-year growth of 15.55%[35]. - Net profit attributable to shareholders decreased by 60.68% to CNY 16.76 million, while the net profit excluding non-recurring items increased by 19.96% to CNY 18.26 million[35]. Industry Trends - The property service industry is experiencing a transition to high-quality development, with policies aimed at enhancing urban functionality and quality[30]. - The growth rate of managed area expansion for property companies has slowed, with the top 100 property companies showing a growth rate of 12.43% in 2022, down from 16.67% in 2021[31]. - The overall revenue growth rate for the property management industry decreased by approximately 25.2% year-on-year, with a total revenue of ¥247.53 billion in 2022[31]. - The industry is witnessing a significant polarization, with large companies remaining stable while medium and small companies face pressure, leading to a more cautious approach to mergers and acquisitions[31]. Operational Focus - As of June 30, the managed area exceeded 10 million square meters, with customer satisfaction scores above the industry average according to the China Index Academy[33]. - The company aims to enhance service quality and optimize service formats, focusing on regional advantages in Hangzhou, Jinhua, and Jiaxing[36]. - The revenue from property management services accounted for 96.79% of total revenue, with a year-on-year increase of 18.38%[41]. - The gross profit margin for property management services improved to 27.33%, up by 0.85% compared to the previous year[42]. - The company plans to expand into non-residential sectors such as commercial, educational, and healthcare services to increase profitability[36]. - The company is focusing on smart technology integration to enhance management efficiency and service quality in community services[36]. Financial Management - Research and development expenses decreased by 36.31% to CNY 0.95 million due to optimization of the salary structure for R&D staff[40]. - The company did not engage in any significant equity or non-equity investments during the reporting period[48][49][50][51][52]. - The major subsidiaries include Xinjialian, which reported a net profit of CNY 14.68 million, and Zhongtian Meihao, which generated a net profit of CNY 18.93 million[53]. - The company completed the deregistration of its wholly-owned subsidiary Zhejiang Tianzhu Trading Co., which will not materially affect the consolidated financial statements or overall business development[54]. - The company faces industry competition risks due to a slowing domestic real estate market, with top 100 property management firms controlling over 46% of the market[55]. - Labor management risks are present due to the labor-intensive nature of the property management industry, with potential challenges from rising labor costs and competition[56]. - The company's revenue model relies on property management fees, which may be at risk if service quality does not meet owner expectations[57]. Shareholder Information - The company did not declare any cash dividends or stock bonuses for the reporting period[62]. - The total number of shares outstanding is 292,538,575, with 51,655,318 shares (17.66%) subject to restrictions and 240,883,257 shares (82.34%) unrestricted[102]. - The number of ordinary shareholders at the end of the reporting period is 23,200[104]. - Shanghai Tianji Investment Co., Ltd. holds 20.51% of the shares, totaling 60,013,002 shares, with no changes during the reporting period[104]. - Zhou Xuhui, a natural person shareholder, holds 5.60% of the shares, totaling 16,390,777 shares, which are all subject to restrictions[104]. Legal and Compliance - The company is involved in litigation against Zhongmai Holdings and Wang Xianshu, with a court ruling requiring them to pay CNY 10,000 million and CNY 20,000 million for compensation, which remains unpaid[79]. - The company has initiated legal proceedings against related parties for unpaid compensation, with ongoing enforcement issues[79]. - The company has not reported any penalties or rectification measures during the period[80]. - The integrity status of the company and its controlling shareholders is not applicable for reporting[80]. - The company has not fulfilled its performance commitments for the years 2015, 2016, and 2017, with net profit commitments of CNY 10,000 million, CNY 15,000 million, and CNY 20,000 million respectively[74]. Future Outlook - The company plans to raise a total of CNY 167.296 million through a non-public stock issuance to its controlling shareholder, Shanghai Tianji Investment Co., Ltd., for projects including property management market expansion and information technology upgrades[87]. - The company has set a future revenue guidance of 1.8 billion for the full year 2023, indicating a growth target of approximately 10%[139]. - The company is exploring potential mergers and acquisitions to strengthen its market position and diversify its service offerings[139]. - The company plans to expand its market presence through new product launches and technological advancements in the upcoming quarters[139]. Financial Statements and Accounting - The company adheres to the accounting standards set by the Ministry of Finance, ensuring the financial statements reflect a true and complete picture of its financial status[157]. - The financial statements were approved by the board of directors on July 28, 2023[153]. - The company prepares consolidated financial statements based on its own and subsidiaries' financial reports, reflecting the overall financial status, operating results, and cash flows of the entire corporate group[164].

Financial Performance - Revenue for Q1 2023 was CNY 73,329,881.56, an increase of 12.95% compared to CNY 64,922,697.03 in the same period last year[5] - Net profit attributable to shareholders decreased by 76.57% to CNY 8,049,131.36 from CNY 34,353,275.99 year-on-year[5] - Basic and diluted earnings per share dropped by 75.00% to CNY 0.03 from CNY 0.12 in the same period last year[5] - Total operating revenue for Q1 2023 was CNY 73,329,881.56, an increase of 12.5% compared to CNY 64,922,697.03 in the same period last year[16] - Net profit for Q1 2023 was CNY 7,886,065.98, a decrease of 76.7% compared to CNY 33,819,195.00 in Q1 2022[17] - Total operating costs for Q1 2023 were CNY 61,387,256.61, up 12.1% from CNY 54,729,210.36 in Q1 2022[16] Cash Flow - Operating cash flow improved significantly, with a net cash flow of CNY -17,781,143.08, a 72.59% increase from CNY -64,879,895.24 in the previous year[5] - Cash inflow from operating activities was CNY 63,089,337.50, an increase from CNY 52,299,551.21 in the same period last year[19] - Cash outflow from operating activities totaled CNY 80,870,480.58, a decrease from CNY 117,179,446.45 in Q1 2022[19] - The net cash flow from operating activities for Q1 2023 was -17,781,143.08, compared to -64,879,895.24 in Q1 2022, indicating an improvement[20] - The net cash flow from investing activities was 771,700.00, up from 106,748.08 in the same period last year, reflecting a significant increase[20] - The net cash flow from financing activities was -517,731.22, compared to -179,845.24 in Q1 2022, showing a decline in financing activities[20] - The total cash and cash equivalents at the end of Q1 2023 stood at 151,794,921.73, down from 183,040,201.30 at the end of Q1 2022[20] - The cash and cash equivalents decreased by 17,527,174.30 during the quarter, compared to a decrease of 64,952,992.40 in the previous year[20] Assets and Liabilities - Total assets increased by 1.01% to CNY 253,762,068.08 compared to CNY 251,235,379.21 at the end of the previous year[5] - Cash and cash equivalents decreased to CNY 151.795 million from CNY 169.322 million at the beginning of the year, reflecting a decline of approximately 10.0%[13] - Accounts receivable increased significantly to CNY 65.970 million, up from CNY 46.746 million, representing a growth of approximately 40.9%[13] - Total current liabilities decreased to CNY 131.791 million from CNY 137.000 million, a reduction of about 3.2%[14] - The company's total liabilities amounted to CNY 133,511,852.41, down from CNY 138,871,229.52 in the previous quarter[17] - The company’s contract liabilities stood at CNY 44.818 million, down from CNY 46.068 million, a decrease of about 2.7%[14] - The company’s employee compensation payable decreased to CNY 13.636 million from CNY 21.107 million, a significant reduction of approximately 35.4%[14] Research and Development - Research and development expenses decreased by 46.94% as a result of optimizing the salary structure for R&D personnel[7] - Research and development expenses for Q1 2023 were CNY 422,392.03, a significant decrease from CNY 796,062.80 in Q1 2022[16] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 23,571[8] - The company has received approval from the shareholders' meeting for the stock issuance, pending regulatory approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission[11] - The company plans to raise up to CNY 167.296 million through a non-public offering to its controlling shareholder, Shanghai Tianji Investment Co., Ltd., to fund property management market expansion, information technology upgrades, human resources development, and to supplement working capital[11] Miscellaneous - The company recorded a financial expense of CNY -388,233.94, compared to CNY -47,210.71 in the same period last year[17] - The company did not undergo an audit for the Q1 2023 report[21]

股票代码：002188 股票简称：中天服务 中天服务股份有限公司投资者关系活动记录表 编号：2023-001 | 投资者关系活动类 | □特定对象调研 □分析师会议 | | --- | --- | | 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） | | 参与单位名称及人 | 线上参与公司中天服务 2022 年度网上业绩说明会的投 | | 员姓名 | 资者 | | 时间 | 2023 年 04 月 07 日（星期五）下午 15:00-17:00 | | 地点 | "约调研"微信小程序 | | 上市公司接待人员 | 董事长：操维江先生 | | 姓名 | 董事、总经理：傅东良先生 | | | 董事、副总经理、董事会秘书：徐振春先生 | | | 董事、财务总监：谢文杰先生 | | | 独立董事：邵毅平女士 1、问：请问管理层对 2023 年的物业管理行业趋势怎么 | | | 看？ | | | 答：1、国家产业政策的支持为物业管理行业的发展指明 | | | 了方向、促进了物业管理行业向高品质持续发展，给物 | | | 业 ...

Financial Performance - The company's operating revenue for 2022 was ¥306,314,999.15, representing an increase of 11.82% compared to ¥273,947,437.76 in 2021[20] - The net profit attributable to shareholders decreased by 58.75% to ¥61,629,202.04 from ¥149,413,611.72 in the previous year[20] - The net profit after deducting non-recurring gains and losses surged by 441.33% to ¥33,424,110.66, compared to ¥6,174,429.65 in 2021[20] - The basic earnings per share fell by 58.82% to ¥0.21 from ¥0.51 in 2021[20] - The cash flow from operating activities showed a negative net amount of ¥28,442,485.84, a decline of 141.76% compared to ¥68,114,967.63 in 2021[20] - For the full year 2022, the company achieved total revenue of ¥306 million, representing an 11.82% year-over-year increase[36] - The net profit attributable to shareholders for 2022 was ¥61.63 million, a decline of 58.75% compared to the previous year, while the net profit after deducting non-recurring items increased by 441.33% to ¥33.42 million[36] Assets and Liabilities - The company's total assets decreased by 13.47% to ¥251,235,379.21 at the end of 2022, down from ¥290,358,824.95 at the end of 2021[21] - The net assets attributable to shareholders increased by 119.27% to ¥113,092,657.36 from ¥51,576,426.70 in the previous year[21] - The proportion of cash and cash equivalents to total assets decreased from 85.41% at the beginning of 2022 to 67.40% at the end of 2022, a decline of 18.01%[60] - Accounts receivable increased significantly from 5.91% of total assets at the beginning of 2022 to 18.61% at the end of 2022, an increase of 12.70%[60] Revenue Sources - Revenue from property management services accounted for 95.77% of total revenue, amounting to CNY 293.35 million, which is a 21.51% increase from CNY 241.43 million in 2021[43] - Revenue from services provided to owners increased by 42.84% to CNY 196.56 million, while revenue from services to non-owners decreased by 6.77% to CNY 96.79 million[44] Operational Efficiency and Strategy - The company aims to enhance service quality and expand its market presence through diversified strategies, including smart property management and community services[32] - The company is focusing on expanding its service offerings in non-residential sectors, including public buildings and urban services, to drive growth[32] - The company is committed to leveraging digital and smart technologies to improve operational efficiency and service delivery in property management[35] - The company aims to enhance service quality and optimize business structure through the use of funds raised from a private placement of shares[39] - The company plans to gradually improve service quality and information technology levels to become a leading regional property service provider[39] Research and Development - Research and development expenses rose by 55.36% to CNY 3.10 million, attributed to increased R&D activities by subsidiaries[52] - R&D investment increased by 55.36% from 1,992,524.95 CNY in 2021 to 3,095,590.18 CNY in 2022, representing 1.01% of operating revenue[53] - The number of R&D personnel rose by 7.69% from 13 in 2021 to 14 in 2022, while the proportion of R&D personnel decreased from 1.05% to 0.81%[53] Corporate Governance - The company has established a complete and independent governance structure, ensuring compliance with relevant laws and regulations[77] - The company maintains independence from its controlling shareholders in terms of assets, personnel, finance, and operations, ensuring no conflicts of interest[83] - The company has implemented an independent financial management system and established a separate accounting framework to ensure financial autonomy[85] - The company actively adhered to legal regulations and made professional recommendations during board meetings, reflecting a commitment to governance[113] Shareholder Engagement - The company is actively engaging with investors through various communication channels to address their concerns and enhance transparency[74] - The company held a temporary shareholders' meeting on January 5, 2022, with a participation rate of 41.41%[86] - The annual shareholders' meeting on February 18, 2022, had a participation rate of 34.72%[86] - The company approved a proposal for a non-public stock issuance and related measures during the January 2022 temporary shareholders' meeting[86] Employee Welfare and Training - Employee welfare was prioritized, with the company providing social insurance and professional training for staff[134] - The company plans to enhance employee skills and performance through a structured training program and management tracking[119] - The total hours of outsourced labor amounted to 2,579,694, with total payments for outsourced labor reaching ¥48,263,806.35[120] Legal and Compliance Issues - The company received a warning letter from the China Securities Regulatory Commission for failing to timely disclose related party transactions, highlighting the need for improved compliance measures[151] - The company has implemented corrective actions in response to the warning, including identifying issues and establishing a timeline for rectification[151] Market Outlook - The real estate market in China is expected to gradually ease in 2023, but it still faces unprecedented challenges, with the recovery dependent on policy support and changes in buyer expectations[70] - The property management industry is experiencing a decrease in incremental growth, leading to risks of industry stagnation, prompting the company to focus on optimizing its business structure and increasing the proportion of non-residential services[70] Leadership Changes - The company reported a significant leadership change with the appointment of Fu Dongliang as the new General Manager and Director on July 15, 2022, following the resignation of previous executives[90] - The company experienced a change in its board composition, with two directors resigning during the reporting period, indicating potential shifts in strategic direction[90] - The company has been actively involved in expanding its management team, with multiple appointments and elections occurring in mid-2022, which may enhance operational efficiency[90] Financial Audit and Reporting - The audit opinion issued by the auditing firm was a standard unqualified opinion, indicating that the financial statements fairly reflect the company's financial position as of December 31, 2022[190] - The company maintained effective internal control over financial reporting as of December 31, 2022, according to the internal control audit report[127] - There were no significant defects identified in financial or non-financial reporting, with zero major or important defects reported[126]

证券代码：002188 证券简称：新嘉联 浙江新嘉联电子股份有限公司投资者关系活动记录表 编号：2015-01 | --- | --- | --- | |----------------|---------------------------|----------------------------------------------------------------| | | | | | 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 | 《证券市场周刊》 记者李超 | | | 人员姓名 | | | | 时间 | 2015 年 11 月 | 11 日 13:00-14:00 | | 地点 | 在公司进行邮件回复 | | | 上市公司接待人 | | | | 员姓名 | 董事会秘书及相关人员 | | | 投资者关系活动 | | 公司近日收到《证券市场周刊》记者李超的采访函，其就公司日前 | | 主要内容介绍 ...