| 非经营性资金占用 | 资金占用方名称 | 占用方与上市公司的 | 上市公司核 | 年期 2023 | 年半年度占 2023 | 年半年度 2023 | 年半年 2023 | 年期末 2023 占用形成 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 关联关系 | 算的会计科 | 初占用资 | 用累计发生金额 | 占用资金的利 | 度偿还累计 | 占用资金余 原因 | 占用性质 | | | | | 目 | 金余额 | （不含利息） | 息(如有) | 发生金额 | 额 | | | 控股股东、实际控 | 无 | | | | | | | | | | 制人及其附属企业 | | | | | | | | | | | 小计 | | | | | | | | | | | 前控股股东、实际 控制人及其附属企 | 无 | | | | | | | | | | 业 | | | | | | | | | | | 小计 | | | | | | | | | | | 其他关联方及其附 | 无 | | | | | | | | | | 属企业 | | ...

三力士股份有限公司 第七届监事会第十七次会议决议公告 | 证券代码：002224 | 证券简称：三力士 | 公告编号：2023-068 | | --- | --- | --- | | 债券代码：128039 | 债券简称：三力转债 | | 1.审议通过了《2023 年半年度报告全文及摘要》 公司全体监事对《2023 年半年度报告全文及摘要》签署了书面确认意见，保 证公司所披露信息的真实、准确、完整。 本公司及监事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 一、监事会会议召开情况 1.三力士股份有限公司（以下简称"公司"）第七届监事会第十七次会议通知 于 2023 年 8 月 18 日以电话、电子邮件、书面文件等方式发出。 2.会议于 2023 年 8 月 29 日 15：00 以现场方式召开。 3.会议应出席监事 3 人，实际出席监事 3 人。 4.会议由公司监事会主席沈国建先生主持。 5.本次监事会会议的召开符合《公司法》《公司章程》及《监事会议事规则》 等相关规定。 二、监事会会议审议情况 与会监事经认真审议，通过了如下议案： 经审核，公司监事会认为：董事会编制和 ...

| 证券代码：002224 | 证券简称：三力士 | 公告编号：2023-067 | | --- | --- | --- | | 债券代码：128039 | 债券简称：三力转债 | | 三力士股份有限公司 第七届董事会第二十一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，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 1.三力士股份有限公司（以下简称"公司"）第七届董事会第二十一次会议 通知于 2023 年 8 月 18 日以电话、电子邮件、书面文件等方式发出。 2.会议于 2023 年 8 月 29 日 14:00 在公司会议室以现场结合通讯方式召开。 3.会议应出席董事 7 人，实际出席董事 7 人。 4.会议由公司董事长吴琼瑛女士主持，公司监事及高级管理人员列席了会议。 5.本次董事会会议的召开符合《公司法》《公司章程》及《董事会议事规则》 等相关规定。 二、董事会会议审议情况 与会董事经认真审议，通过了如下议案： 1.审议通过了《2023 年半年度报告全文及摘要》 公司全体董事、高级管理人员对《2023 年半年度报告全文及摘要》签署了书 面确认意见，保证公司 ...

Financial Performance - The company's operating revenue for 2022 was ¥864,560,009.48, a decrease of 11.64% compared to ¥978,488,633.52 in 2021[21]. - The net profit attributable to shareholders for 2022 was ¥66,843,137.01, down 40.83% from ¥112,974,133.03 in 2021[21]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥74,349,111.82, a decline of 46.33% from ¥138,535,508.63 in 2021[21]. - The cash flow from operating activities for 2022 was ¥89,783,410.95, a significant drop of 64.32% compared to ¥251,610,169.42 in 2021[21]. - The basic earnings per share for 2022 was ¥0.09, down 43.75% from ¥0.16 in 2021[21]. - The total assets at the end of 2022 were ¥3,018,414,319.42, a decrease of 1.28% from ¥3,057,541,554.08 at the end of 2021[21]. - The net assets attributable to shareholders at the end of 2022 were ¥2,501,194,209.52, an increase of 2.38% from ¥2,442,969,744.35 at the end of 2021[21]. - The company reported a negative net profit for the first quarter of 2022 at -¥6,281,556.55, followed by a positive net profit of ¥66,750,918.04 in the second quarter[26]. - The company experienced a significant loss in non-recurring gains and losses, totaling -¥7,505,974.81 for 2022[29]. - The gross profit margin for rubber V belts was 26.32%, down from 33.09% in the previous year, indicating a decrease of 6.77%[50]. Market Position and Competition - The company holds a significant advantage in the domestic mid-to-high-end V-belt market, but may face challenges from competitors upgrading technology and reducing costs[5]. - The company is expanding its market presence and addressing potential risks from international competitors and changing import policies[5]. - The company operates in a highly concentrated market with increasing competition from both domestic private enterprises and foreign-invested companies[33]. - Domestic sales accounted for 83.86% of total revenue, while international sales contributed 16.14%, with a slight increase of 1.01% in international sales[47]. - The rubber hose and belt industry in China is characterized by high market concentration, with leading companies dominating the market[88]. - The industry is expected to see increased concentration, with the top 10 companies in the rubber hose and belt sector accounting for 70% of total sales revenue[90]. Strategic Initiatives and Innovations - The company is committed to continuous innovation in new products and processes to maintain technological and quality leadership[6]. - The company plans to strengthen R&D investment to narrow the technological gap with international leaders in the rubber industry[35]. - The company is focusing on automation, digitization, and intelligent manufacturing to enhance production efficiency and product quality[36]. - The company aims to expand its market presence in the electric vehicle tire sector through innovative product designs that reduce rolling resistance and noise[61]. - The company is advancing its smart command system to enhance production coordination and efficiency across various operational processes[61]. Human Resources and Management - The company aims to mitigate human resource risks by increasing recruitment and advancing smart manufacturing initiatives[6]. - The company is focused on training existing employees and attracting talent to reduce operational management risks[6]. - The company has integrated its talent development strategies, enhancing employee skills through continuous training programs[44]. - The total number of employees at the end of the reporting period was 935, with 896 in the parent company and 39 in major subsidiaries[122]. - The company has a training plan in place to support employee development and compliance with regulatory training requirements[124]. Governance and Compliance - The company maintains good independence from its controlling shareholders, ensuring a complete and independent operational capability[99]. - The company has established a transparent information disclosure system to ensure timely and accurate reporting, enhancing operational transparency[98]. - The company has established independent decision-making and supervisory bodies, including a shareholders meeting, board of directors, and supervisory board[100]. - The company has no related party transactions that are unfair or involve competition with controlling shareholders[100]. - The company ensured compliance with relevant laws and regulations in its governance and decision-making processes[117]. Environmental and Social Responsibility - The company has implemented measures to reduce carbon emissions, including exploring new energy-saving processes and increasing green areas in the factory[145]. - The company has established a mechanism for emergency response to environmental incidents, ensuring real-time monitoring and prevention of pollution accidents[143]. - The company actively engages in social welfare activities, including donations of clothing and books, fulfilling its corporate social responsibility[149]. - The company adheres to environmental protection laws and has undertaken initiatives to improve energy efficiency and reduce waste during production[148]. Financial Management and Investments - The company reported a distributable profit of 1,348,663,044.09 yuan for the reporting period[127]. - The company has a profit distribution policy that emphasizes stable and continuous returns to investors, with a three-year shareholder return plan (2022-2024) approved by the board[126]. - The company has a restricted cash balance of 65,727,028.82 yuan, primarily due to bank acceptance bill guarantees and foreign exchange contract margins[74]. - The company reported zero significant defects in financial reporting and non-financial reporting for the year 2022[136]. - The internal control audit report confirmed that the company maintained effective financial reporting internal controls as of December 31, 2022[137].

证券代码：002224 证券简称：三 力 士 三 力 士上市公司投资者关系活动记录表 编号：2023-001 大部分企业规模较小，主要生产中低端产品。近年来，世界级胶管胶带 企业纷纷在我国独资或合资设厂，并已形成一定的生产能力，其产品主 要在高端市场占有优势，当前，国内胶管胶带产品市场已形成国内民营 企业与外商独资、合资企业占据主导地位的竞争格局。公司也将深耕主 营业务，提高盈利能力，持续推进研发建设智能指挥系统和智慧工厂建 设，加快信息化、自动化、智能化升级。感谢投资者的关注与提问！ 9、公司生产的轮胎是否已经有客户实际应用 感谢您的提问，公司针对电动汽车的拓扑轮胎智能设计项目目前处 于小试阶段。 10、公司年产 5 亿 AM 的产业园目前建设情况如何？何时能落地投 产？ 感谢您的提问，公司年产 5 亿 A米橡胶传动带智能化产业园项目目 前建筑正在建设中。 11、公司过去一年主要有哪些研究成果，目前在研的有哪些？ 感谢您的提问，公司 2022 年研究成果在 2022 年度报告中列示，这 里不再一一赘述，感谢您的理解。公司目前在研项目主要有三力士智能 指挥系统项目、针对电动汽车的拓扑轮胎智能设计项目等。 12 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥186,302,970.67, representing an increase of 18.99% compared to ¥156,564,213.76 in the same period last year[5]. - The net profit attributable to shareholders was ¥6,099,557.45, a significant turnaround from a loss of ¥6,281,556.55 in the previous year, marking a 197.10% increase[5]. - The net cash flow from operating activities reached ¥141,473,488.98, a substantial improvement of 280.91% from a negative cash flow of ¥78,199,727.28 in the prior year[5]. - Basic and diluted earnings per share both improved to ¥0.01, compared to a loss of ¥0.010 per share in the same quarter last year, reflecting a 200.00% increase[5]. - The total operating revenue for Q1 2023 was CNY 186,302,970.67, an increase of 19.0% compared to CNY 156,564,213.76 in Q1 2022[19]. - The net profit for Q1 2023 was CNY 5,297,750.57, a significant recovery from a net loss of CNY 6,999,313.48 in Q1 2022[21]. - The gross profit margin for Q1 2023 was approximately 1.4%, compared to a negative margin in Q1 2022[21]. - The company has shown a positive trend in operating profit, with Q1 2023 reporting CNY 6,573,671.33 compared to a loss of CNY 9,735,382.65 in Q1 2022[21]. Assets and Liabilities - Total assets at the end of the reporting period were ¥3,087,790,147.71, up 2.30% from ¥3,018,414,319.42 at the end of the previous year[5]. - The total liabilities increased to CNY 571,714,137.38 in Q1 2023 from CNY 507,636,059.66 in Q1 2022, reflecting a rise of 12.6%[18]. - The total non-current assets were reported at CNY 1,054,000,000, with fixed assets valued at CNY 508,589,722.09[16]. Shareholder Information - Shareholders' equity attributable to the parent company was ¥2,507,293,766.97, a slight increase of 0.24% from ¥2,501,194,209.52 at the end of the last year[5]. - The company had a total of 51,196 common shareholders at the end of the reporting period[11]. - The largest shareholder, Wu Peisheng, holds 31.54% of the shares, amounting to 230,112,000 shares, with 84,000,000 shares pledged[11]. - The company’s actual controller changed to Wu Qiongying, Jin Yuzhong, and Wu Qiongming, collectively holding 34.16% of the shares after the inheritance of shares from the late Wu Peisheng[14]. - The company’s stock structure indicates no single shareholder holds more than 5% of the shares, suggesting a diversified ownership base[14]. Cash Flow Analysis - The net cash flow from operating activities for Q1 2023 was ¥141,473,488.98, a significant improvement from a net outflow of ¥78,199,727.28 in the same period last year, indicating a turnaround in operational efficiency[22]. - Total cash inflow from operating activities reached ¥268,544,907.17, compared to ¥176,628,505.26 in Q1 2022, reflecting a year-over-year increase of approximately 52%[22]. - Cash outflow from operating activities decreased to ¥127,071,418.19 from ¥254,828,232.54 in the previous year, showing a reduction of about 50%[22]. - The company reported cash and cash equivalents at the end of Q1 2023 amounting to ¥1,138,540,370.99, up from ¥1,041,451,512.89 at the end of Q1 2022[23]. - The net cash flow from investing activities was -¥67,068,997.25, an improvement from -¥79,673,934.50 in the same quarter last year, indicating a reduction in cash outflow for investments[22]. - The net cash flow from financing activities was ¥536,379.16, a recovery from a net outflow of -¥202,222.22 in the previous year, indicating improved financing conditions[23]. Operational Efficiency - The company is focusing on enhancing its financial position and operational efficiency in the upcoming quarters, as indicated by the changes in asset management[15]. - Research and development expenses for Q1 2023 were CNY 6,701,339.28, slightly higher than CNY 6,516,668.43 in Q1 2022[19]. - The company reported a decrease in net profit attributable to shareholders after deducting non-recurring gains and losses, which was -¥512,877.37 compared to ¥11,578,250.89 in the previous year, reflecting a decline of 104.43%[5].

Financial Performance - The company's operating revenue for 2022 was ¥864,560,009.48, a decrease of 11.64% compared to ¥978,488,633.52 in 2021 [21]. - The net profit attributable to shareholders for 2022 was ¥66,843,137.01, down 40.83% from ¥112,974,133.03 in 2021 [21]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥74,349,111.82, a decline of 46.33% from ¥138,535,508.63 in 2021 [21]. - The cash flow from operating activities for 2022 was ¥89,783,410.95, a significant drop of 64.32% compared to ¥251,610,169.42 in 2021 [21]. - The basic earnings per share for 2022 was ¥0.09, down 43.75% from ¥0.16 in 2021 [21]. - The total assets at the end of 2022 were ¥3,018,414,319.42, a decrease of 1.28% from ¥3,057,541,554.08 at the end of 2021 [21]. - The net assets attributable to shareholders at the end of 2022 were ¥2,501,194,209.52, an increase of 2.38% from ¥2,442,969,744.35 at the end of 2021 [21]. - The company reported a negative net profit in the first quarter of 2022, amounting to -¥6,281,556.55 [26]. - The company experienced a net profit of ¥66,750,918.04 in the second quarter of 2022, followed by a net profit of ¥16,987,121.54 in the third quarter [26]. - The company faced a net loss of -¥10,613,346.02 in the fourth quarter of 2022 [26]. Market and Competitive Landscape - The company holds a significant advantage in the domestic mid-to-high-end V-belt market, but may face challenges from competitors upgrading technology and reducing costs [5]. - The company acknowledges potential market risks from changes in import policies and economic conditions in overseas markets [6]. - The top 10 companies in the conveyor belt sector account for 70% of the total sales revenue in the industry, highlighting increasing market concentration [36]. - The rubber hose and belt industry in China is characterized by high market concentration, with leading companies dominating the market [88]. - The company anticipates an increase in brand competition and product value as the industry focuses on green, environmentally friendly, and energy-saving practices [90]. Research and Development - The company is committed to continuous innovation in new products and processes to maintain technological and quality leadership [6]. - The company plans to strengthen R&D investment to improve product differentiation and high-end product development [37]. - The company aims to integrate market demand with R&D innovation through its provincial-level enterprise technology research center [43]. - The company completed several R&D projects, including the development of environmentally friendly materials and new product lines aimed at enhancing performance and reducing costs [61]. - The number of R&D personnel decreased by 13.27% to 98, with a notable shift in educational background and age structure [62]. - The company aims to enhance its research and development capabilities to close the technology gap with international leaders in the rubber industry [89]. Human Resources and Employee Management - The company aims to mitigate human resource risks by increasing recruitment and advancing smart manufacturing initiatives [6]. - The company is focused on enhancing employee training and developing long-term incentive mechanisms to attract talent [6]. - The workforce consists of 757 production personnel, 98 technical personnel, and 13 sales personnel, among others [122]. - The company emphasizes continuous improvement in employee skills through an enhanced training system [44]. - The company has established various salary management systems to ensure compliance with relevant laws and regulations [123]. - The company has a training plan in place to support employee development and compliance with regulatory training requirements [124]. Governance and Compliance - The company is committed to enhancing its governance structure and ensuring compliance with relevant laws and regulations, maintaining transparency in operations [97]. - The company has established a complete and independent financial accounting system, ensuring it can make independent financial decisions [99]. - The company maintains a fully independent decision-making structure with a board of directors, supervisory board, and shareholders' meeting [100]. - The company has established a governance structure that operates in accordance with its articles of association and relevant rules [100]. - The company emphasizes compliance with the Company Law in its remuneration practices [110]. - The board's decisions were made in accordance with relevant laws and regulations, ensuring compliance and effective governance [117]. Environmental Responsibility - The company has implemented measures to reduce carbon emissions, including exploring new energy-saving processes and increasing green areas in the factory [145]. - The company has established a mechanism for emergency response to environmental incidents, ensuring real-time monitoring and prevention of pollution accidents [143]. - The company’s environmental protection facilities are operating well, with all emissions meeting compliance standards [141]. - The company has received no administrative penalties for environmental issues during the reporting period [145]. - The company adheres to environmental protection laws and continuously improves waste management through equipment upgrades and technological innovation [149]. Shareholder and Financial Management - The company plans to distribute a cash dividend of 0.5 RMB per 10 shares to all shareholders, with no stock bonus, based on the total share capital as of the equity distribution date [7]. - The company has a profit distribution policy that emphasizes stable and reasonable returns to investors, with a three-year shareholder return plan (2022-2024) already approved [126]. - The company reported a total distributable profit of 1,348,663,044.09 yuan for the period [127]. - The company distributed a cash dividend of 0.2 yuan per 10 shares, totaling 35,600,165.60 yuan, which accounted for 100% of the total profit distribution [126]. - The company has not proposed any cash dividend distribution plan despite having positive distributable profits [127]. Strategic Initiatives - The company is focused on leveraging its strengths in brand, technology services, and sales channels to increase market share amid industry transformation [92]. - The company is advancing the construction of smart factories and intelligent command systems to achieve comprehensive control over production processes, aiming to lower operational costs and improve product quality [92]. - The company is pursuing refinancing to support automation and smart upgrades, aligning with overall capital market conditions [92]. - The company is committed to increasing its market share in high-end products, with a goal of having at least one Chinese brand recognized globally [90]. Internal Control and Risk Management - The company has been continuously improving its internal control system to adapt to changes in the external environment and internal management needs [132]. - No significant internal control deficiencies were reported during the period [133]. - The company did not encounter any issues in the management control of its subsidiaries during the reporting period [134]. - The internal control audit report confirmed that the company maintained effective financial reporting internal controls as of December 31, 2022 [137]. Changes in Management and Shareholding - There were changes in management, with Hu Enbo resigning as director and vice general manager on March 24, 2022, due to personal reasons [104]. - Ding Jianying was elected as a director and financial director on May 25, 2022 [104]. - The actual controller of the company changed due to the passing of the founder, with 230,112,000 shares (31.54% of total shares) transferred to heirs [178]. - The company has a total of 50,030 shareholders at the end of the reporting period [187]. - The largest shareholder, Wu Peisheng, holds 31.54% of the shares, totaling 230,112,000 shares, with 57,528,000 shares pledged [187].