关于诉讼事项进展的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 一、诉讼基本情况 浙江聚力文化发展股份有限公司（以下简称 "聚力文化"或"公司"）前 期披露了北京腾讯文化传媒有限公司（以下简称"北京腾讯"）向广东省深圳市 中级人民法院（以下简称"深圳中院"）起诉天津点我信息科技有限公司（以下 简称"天津点我"）及苏州美生元信息科技有限公司（以下简称"美生元"）、公司的 合同纠纷一案。深圳中院一审判决如下：天津点我应于本判决生效之日起十日内 向北京腾讯支付尚欠款项 261,032,468.74 元及违约金；美生元应对天津点我的上 述债务承担连带清偿责任；聚力文化应对美生元的上述债务承担连带清偿责任； 驳回北京腾讯的其他诉讼请求。广东省高级人民法院（以下简称"广东高院"） 二审判决如下：驳回上诉，维持原判。详细内容见公司于 2019 年 10 月 25 日、 2020 年 10 月 23 日、2023 年 6 月 17 日刊登在指定信息披露媒体《证券时报》和 巨潮咨询网（http://www.cninfo.com.cn）的《关于涉及诉讼的公告》（公告编号： 2 ...

Financial Performance - The company's operating revenue for the first half of 2023 was approximately ¥435.67 million, a decrease of 7.94% compared to ¥473.27 million in the same period last year[24]. - The net profit attributable to shareholders of the listed company was approximately -¥353.36 million, a significant decline of 1,695.02% from a profit of ¥22.15 million in the previous year[24]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately ¥28.41 million, an increase of 50.50% compared to ¥18.88 million in the same period last year[24]. - The basic and diluted earnings per share were both -¥0.42, a decrease of 1,500.00% compared to ¥0.03 in the same period last year[24]. - The weighted average return on net assets was -62.62%, a decline of 65.79% from 3.17% in the previous year[24]. - The company reported a net cash flow from operating activities of approximately -¥36.26 million, a slight improvement of 0.41% compared to -¥36.41 million in the same period last year[24]. - The company reported a net loss of CNY 353.36 million for the first half of 2023 due to a provision for losses related to the Tencent litigation case amounting to CNY 397.22 million[35]. - Operating costs decreased by 12.28% to CNY 340.67 million, primarily due to the decline in revenue and raw material costs[39]. - The company reported a net profit excluding non-recurring items of 28.41 million yuan, an increase of 50.50% compared to the same period last year[40]. - The company reported a net profit of CNY 4,074,404,860.89 in the latest period, worsening from a loss of CNY 3,684,305,472.59 previously[142]. Assets and Liabilities - The company's total assets at the end of the reporting period were approximately ¥1.10 billion, an increase of 4.27% from ¥1.06 billion at the end of the previous year[24]. - The net assets attributable to shareholders of the listed company decreased by 47.69% to approximately ¥387.56 million from ¥740.92 million at the end of the previous year[24]. - Cash and cash equivalents decreased by 35.96 million yuan, a decline of 136.63% due to changes in cash flow from operating and investing activities[40]. - The company's accounts receivable increased to 210.65 million yuan, representing 19.08% of total assets, up 10.48% from the previous year[48]. - Current liabilities surged to CNY 713,911,445.43, up from CNY 315,368,504.03, marking an increase of about 126.5%[137]. - The company's total liabilities reached CNY 716,598,535.38, compared to CNY 318,046,478.27, indicating a significant rise of approximately 125.5%[138]. - Owner's equity decreased to CNY 387,564,634.44 from CNY 740,919,943.67, representing a decline of about 47.7%[138]. Legal and Regulatory Issues - The company has recognized a loss of approximately ¥397 million related to a legal case involving Beijing Tencent, which may impact its financial stability[5]. - The company is currently involved in a legal dispute regarding a contract with Tencent, with plans to appeal to the Supreme People's Court to protect shareholder rights[83]. - The company faces a legal risk involving a contract dispute, with a court ruling requiring it to pay approximately ¥261.03 million, leading to a loss provision of ¥397 million as of June 30, 2023[57]. - The company is currently facing a lawsuit with a principal amount of 264.13 million yuan and has been ordered to pay this amount along with penalties[98]. Market Position and Strategy - The company is positioned as a leader in the mid-to-high-end market for decorative paper, with strong brand influence and competitive advantages in design and quality[33]. - The decorative materials industry is entering a mature phase, with expectations of increased industry consolidation and a shift towards high-end, personalized decoration demands[34]. - The company plans to leverage industry consolidation trends to strengthen its market position and improve operational performance[34]. - The company is focusing on enhancing its competitive position through continuous R&D investment and market expansion efforts[62]. Environmental and Social Responsibility - The company has established a comprehensive environmental management system, including a two-level wastewater treatment station and centralized waste gas treatment facilities[77]. - The company has committed to continuous improvement in environmental protection and pollution control, following the ISO14001 environmental management system[79]. - The company has actively participated in social responsibility initiatives, providing numerous job opportunities for disabled individuals and making annual donations to charitable organizations[85]. - The company emphasizes its commitment to environmental protection and has implemented a comprehensive clean management system from production to consumption, adhering to the ISO14001 environmental management system[84]. Corporate Governance - The company is focused on improving its corporate governance structure and internal control systems to protect the rights of shareholders and investors, ensuring timely and accurate information disclosure[83]. - The company has established strong strategic partnerships with suppliers and customers, ensuring good contract performance and protecting the legitimate rights of all parties involved[84]. - The company has a talent development strategy that focuses on continuous improvement of employee skills and capabilities, fostering a culture of growth and collaboration[83]. Financial Reporting and Compliance - The semi-annual financial report has not been audited[92]. - The financial report was approved by the board of directors on August 18, 2023[178]. - The company adheres to the accounting standards for enterprises, ensuring that the financial statements reflect a true and complete picture of its financial status[182].

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

2023年上半年，公司及公司合并报表范围内的子公司没有发生被控股股东 及其他关联方非经营性占用资金的情况；截至2023年6月末，公司及公司合并报 表范围内的子公司不存在被控股股东及其他关联方非经营性占用资金的情况。 二、公司对外担保情况的专项说明和独立意见 浙江聚力文化发展股份有限公司独立董事 我们对2023年上半年公司对外担保事项进行了核查，进行专项说明并发表 独立意见如下： 关于控股股东及其他关联方占用公司资金、公司对外担保 情况的专项说明及独立意见 （一）2023年上半年，公司董事会和股东大会未审批对外担保事项，公司 未发生新的担保事项。 根据中国证监会《上市公司独立董事规则》、深圳证券交易所《股票上市 规则》、《上市公司自律监管指引第1号—主板上市公司规范运作》、《上市公 司自律监管指南第1号—业务办理》、聚力文化《公司章程》和《独立董事工作 制度》等有关规定，我们作为浙江聚力文化发展股份有限公司（以下简称"公 司"）的独立董事，对公司控股股东及其他关联方占用公司资金、公司对外担 保情况进行了核查，基于我们的独立判断，现进行专项说明并发表独立意见如 下： 一、关于控股股东及其他关联方占用公司资金的专项 ...

证券代码：002247 股票简称：聚力文化 公告编号：2023-019 浙江聚力文化发展股份有限公司 关于全资子公司对外投资设立控股公司的进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏。 法定代表人：鲁华彪 经营范围：一般项目：新材料技术研发；新材料技术推广服务；纸制品制造； 纸制品销售；人造板制造；人造板销售；建筑装饰材料销售；货物或技术进出口 （国家禁止或涉及行政审批的货物和技术进出口除外）（除依法须经审批的项目 外，凭营业执照依法自主开展经营活动） 特此公告。 浙江聚力文化发展股份有限公司董事会 2023年8月10日 1 浙江聚力文化发展股份有限公司（以下简称"公司"）于2023年8月1日披露 了《关于全资子公司对外投资设立控股公司的公告》（公告编号：2023-018）， 公司全资子公司浙江帝龙新材料有限公司与杭州璟泽新材料有限公司拟在广东 省肇庆市共同设立公司广东帝龙新材料有限公司。 近日，双方共同出资设立的公司完成了工商注册登记手续，并取得了肇庆市 鼎湖区市场监督管理局颁发的营业执照，具体情况如下： 企业名称：广东帝龙新材料有限公司 注册地址： ...

浙江聚力文化发展股份有限公司 2023 年第一季度报告 股票代码：002247 股票简称：聚力文化 公告编号：2023-011 浙江聚力文化发展股份有限公司 2023 年第一季度报告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、误导性 陈述或者重大遗漏。 重要内容提示： 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记 载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明：保证季度报告中财务 信息的真实、准确、完整。 3.第一季度报告是否经审计 □是 √否 4.审计师发表非标意见的事项 √适用 □不适用 公司认为无须对北京腾讯文化传媒有限公司起诉天津点我、美生元和公司的诉讼事项（诉讼标的为 26,413.05 万元本金及违约金）计提相关损失。由于该事项对财务报表可能的影响，年审会计师对公司 2020 年度和 2021 年度财务报表发表了保留意见。上述事项在 2022 年仍未解决。天健会计师事务所 （特殊普通合伙）对公司 2022 年度财务报告继续发表了保留意见。 基于该案件 ...

2022 年年度业绩说明会活动记录表 股票代码：002247 股票简称：聚力文化 浙江聚力文化发展股份有限公司 | 家具、橱柜、地板等贴面材料，兼顾贴面配套新材料，并坚持 | | --- | | 以中高端产品为重点的产品定位；对标国际领先企业的品质管 | | 理、设计开发，持续保持国内领先地位。未来，公司将努力抓 | | 住产业整合与集中的大趋势，继续加大研发投入、技改投入， | | 持续提升管理水平，不断优化客户结构，通过增大存量市场份 | | 额、抢占增量市场份额提升市场占有率，夯实产业龙头地位、 | | 提升经营业绩。公司后期如计划更名等，会按照有关规定及时 | | 进行公开披露。感谢您的关注和建议。 | | 2、问：关于与腾讯官司问题 对公司的影响 | | 答：你好，本公司对广东省深圳市中级人民法院作出的一审判 | | 决不服，于 2020 年 11 月向广东省高级人民法院提起上诉，请 | | 求如下：原判决认定本公司与苏州美生元公司构成财产混同， | | 与客观事实和证据反映的法律事实均不符合，明显属于认定事 | | 实错误；事实认定错误导致适用法律错误和据此作出的判决结 | | 果对本公司极为不公 ...

Legal Matters - The company reported a significant legal judgment requiring Tianjin Dianwo to pay Beijing Tencent a total of RMB 261,032,468.74, including penalties, with the company liable for joint repayment responsibilities[5] - The company has not recognized any losses or liabilities related to the ongoing legal case, pending further court decisions[5] - The company noted uncertainty regarding its ability to continue as a going concern, as indicated in the audit report[24] - The company is involved in a lawsuit with Beijing Tencent Cultural Media Co., Ltd., with a claim amounting to RMB 264.13 million (26,413.05 million) in principal and penalties[145] - The first-instance judgment ordered Tianjin Dianwo Information Technology Co., Ltd. to pay RMB 261.03 million (26,103.25 million) in principal and penalties, with Meishengyuan bearing joint liability[146] - The company has filed an appeal against the first-instance judgment and is actively gathering evidence to support its case[149] - The company is involved in a lawsuit with a claim amount of 264.13 million CNY, with the first-instance judgment requiring payment of 261.03 million CNY and interest to Tencent within ten days[157] - The company has a pending arbitration case with a claim amount of 21.83 million CNY, where the arbitration result mandates payment of 19.41 million CNY plus penalties and interest[158] - The company has a litigation case against a bank for 30 million CNY, with a judgment requiring repayment of the principal and interest, currently under execution[157] - The company has recorded a provision for expected liabilities related to ongoing litigation, but it does not anticipate a significant impact on current or future profits[157] - The company has successfully recovered 1.3967 million CNY through enforcement of a judgment in a separate litigation case[158] Financial Performance - The company plans not to distribute cash dividends or issue bonus shares for the fiscal year[7] - The company’s financial report has been audited with a qualified opinion, indicating potential concerns that investors should be aware of[5] - The company's operating revenue for 2022 was ¥934,858,356.53, a decrease of 19.69% compared to ¥1,164,108,036.36 in 2021[6] - The net profit attributable to shareholders for 2022 was ¥52,873,576.96, down 34.45% from ¥80,664,982.10 in 2021[6] - The net profit after deducting non-recurring gains and losses was ¥49,573,559.63, a decline of 36.47% compared to ¥78,037,253.99 in 2021[6] - The net cash flow from operating activities for 2022 was ¥76,688,588.11, a decrease of 13.60% from ¥88,763,888.43 in 2021[6] - The basic earnings per share for 2022 was ¥0.06, down 33.33% from ¥0.09 in 2021[6] - The total assets at the end of 2022 were ¥1,058,966,421.94, an increase of 1.69% from ¥1,041,391,727.15 at the end of 2021[6] - The net assets attributable to shareholders at the end of 2022 were ¥740,919,943.67, up 7.68% from ¥688,046,366.71 at the end of 2021[6] - The company reported a significant decline in quarterly net profit, with the fourth quarter net profit at ¥8,984,389.35 compared to ¥21,904,404.64 in the second quarter[7] - The company experienced a negative cash flow from operating activities in the first quarter, amounting to -¥88,196,820.48[7] - The company has not provided specific financial performance metrics in the extracted content, indicating a need for further detailed financial analysis[18] Business Operations - The main business focus remains on the research, design, production, and sales of mid-to-high-end architectural decorative veneer materials, following the divestment of its cultural entertainment business[22] - The company has undergone significant changes in its main business operations since 2016, including a major asset restructuring[22] - The company is positioned as a leader in the mid-to-high-end market of decorative paper, with strong brand influence and competitive advantages in design and quality[39] - The company has been recognized as a national forestry leading enterprise and a specialized and innovative enterprise in Zhejiang Province[39] - The company maintains a strong R&D capability with a provincial-level high-tech enterprise research center, ensuring continuous innovation and technology leadership[40] - The company aims to capitalize on industry consolidation trends to strengthen its market position and improve operational performance[37] - The company has focused on expanding its market presence through new product development and technological advancements[57] - The company is focusing on expanding its product line with innovative materials and technologies to enhance market competitiveness[58] Market Conditions - In 2022, the national commodity housing sales area was 1,358.37 million square meters, a decrease of 24.3% compared to 2021, with residential sales area down by 26.8%[34] - By January-February 2023, the national commodity residential sales area saw a year-on-year decline of only 0.6%, with sales revenue increasing by 3.5%, marking the first cumulative year-on-year growth since last year[34] - The urbanization rate in China reached 65.22% in 2022, indicating significant room for growth compared to developed countries with rates around 80%[35] - The penetration rate of refined decoration in China was 34.6% in 2021, still far from the 80%-90% levels seen in major developed countries, suggesting potential market demand growth[35] Cost Management - The price of major raw materials remains high, and future price trends are uncertain[43] - The company implemented cost-cutting measures, resulting in a 19.39% decrease in operating costs in 2022[42] - The company aims to optimize supplier management to control costs amid high raw material prices, implementing a dual strategy of demand-based purchasing and strategic reserves[74] - The company achieved a significant reduction in manufacturing costs, with raw material costs decreasing by 19.24%[53] - The company reported a decrease in labor costs by 22.26%, amounting to ¥8,137,145.13[53] Research and Development - The company completed several R&D projects aimed at improving product quality and production efficiency, including the development of high-stability printing technology and eco-friendly resin adhesives[57] - The company has developed a special ceramic scraper that reduces wear on printing plates and scrapers by approximately 15%[58] - The efficiency of the PVC flooring production process has improved by about 30% due to optimized hot pressing technology, with a thickness of around 7 mils[58] - The horizontal shrinkage rate of the PVC flooring has been reduced to below 1.5%[58] - The company has implemented a new energy-saving hot water circulation system that reduces carbon emissions by 70%[58] - The precision of color registration in the decorative paper printing process has been enhanced, with signal recognition sensitivity increased by 4 times[58] - The company is in the small trial phase for a water-based ink organic pigment modification process to improve product quality and production efficiency[58] - The new PETG decorative film has improved environmental performance and surface strength, addressing issues of surface scratching during handling[58] - The company has achieved a significant reduction in production costs and improved market competitiveness through advanced printing technology[58] - The development of anti-fingerprint melamine adhesive has shown promising market potential due to its unique properties[58] - The company's R&D investment amounted to ¥38,020,650.25 in 2022, a decrease of 12.59% compared to ¥43,497,805.93 in 2021, while the R&D investment as a percentage of operating revenue increased to 4.07% from 3.74%[59] - The number of R&D personnel decreased slightly to 169 in 2022 from 170 in 2021, while the proportion of R&D personnel increased to 12.11% from 11.39%[59] Governance and Management - The company has been expanding its board with experienced professionals, including independent directors with backgrounds in academia and finance[92][95] - The company has been actively involved in the management of its subsidiaries, ensuring compliance and governance across its operations[94] - The company has a focus on maintaining transparency and accountability in its financial reporting and governance practices[95] - The company held six board meetings during the reporting period, with the first quarter report approved on April 29, 2022[98] - The board of directors actively engaged in understanding industry developments and internal controls, contributing to effective decision-making[102] - The audit committee convened three times in 2022, reviewing the internal audit reports and financial statements[103] - The company’s independent directors participated in board meetings and provided valuable insights, which were generally adopted by management[102] - The company’s management team was evaluated, with candidates for general manager and financial director being reviewed and approved[106] - The company did not identify any risks during the supervisory activities of the supervisory board[107] - The total remuneration for directors, supervisors, and senior management in 2022 amounted to 5.1006 million yuan, which has been fully paid[96] - The company has a structured remuneration decision process involving the remuneration and assessment committee, which is approved by the board and submitted to the shareholders' meeting[96] Environmental Responsibility - The company has established a secondary wastewater treatment plant that meets discharge standards through chemical precipitation and biological treatment[128] - The company has implemented a new RTO (Regenerative Thermal Oxidizer) for air pollution control, replacing the previous RCO (Catalytic Oxidizer) system to enhance treatment efficiency[131] - The company has complied with environmental tax regulations and has made investments in environmental protection facilities to ensure compliance with legal requirements[131] - The company has developed an emergency response plan for environmental incidents and has registered it with local environmental authorities[130] - The company has established a comprehensive environmental monitoring plan and collaborates with third-party testing companies for compliance[129] - The company has a dedicated environmental safety department responsible for managing environmental protection and safety production tasks[128] - The company adheres to various environmental protection laws and regulations, ensuring compliance in its production operations[123] - The company emphasizes the importance of clean production and sustainable development, aligning with the concept of "green mountains and clear waters are invaluable assets"[131] - The company has implemented measures to reduce carbon emissions and is committed to green development, adhering to the ISO14001 environmental management system[135] Employee Management - The total number of employees at the end of the reporting period is 1,395, with 1,386 from major subsidiaries and 9 from the parent company[108] - The employee composition includes 803 production personnel, 132 sales personnel, 249 technical personnel, 36 financial personnel, and 175 administrative personnel[108] - The educational background of employees shows that 103 hold a bachelor's degree or higher, 283 have a college diploma, 404 have vocational or high school education, and 605 have education below high school[108] - The company aims to create a learning-oriented organizational culture through various training methods to enhance employee skills and overall performance[110] - The company is developing a talent reserve and training plan to attract and retain skilled personnel for future growth[75] - The company emphasizes employee rights protection and has improved personnel management systems to enhance employee satisfaction and safety[134] Shareholder Information - The total number of shareholders at the end of the reporting period was 23,953, an increase from 23,060 at the end of the previous month[186] - The largest shareholder, Jiang Zugong, holds 10.09% of the shares, totaling 85,836,363 shares, with 66,436,363 shares under lock-up[186] - Tibet Enhe Construction Engineering Co., Ltd. holds 5.88% of the shares, totaling 50,000,000 shares, all of which are under lock-up[186] - The shareholding of Jiang Feixiong decreased by 9,246,150 shares, bringing his total to 36,984,600 shares, which is 4.35% of the total[186] - The shareholding of Jiang Xiaowen decreased by 14,599,000 shares, bringing her total to 35,205,060 shares, which is 4.14% of the total[186] - The total number of shares is 850,870,049, with 75.66% being unrestricted shares[180] - The number of restricted shares increased by 247,575, resulting in a new total of 207,329,377 restricted shares[180] - The company has a lock-up period for shares issued in connection with asset acquisitions, which will last until June 8, 2020[183] - The company is subject to specific conditions for the release of locked shares, including a 36-month lock-up period from the date of listing[183] Compliance and Regulatory Issues - The company faced administrative penalties from the China Securities Regulatory Commission, with fines totaling 230,000 yuan for current and former executives due to financial misreporting from 2016 to 2018[95] - The company has not reported any administrative penalties related to environmental issues during the reporting period[132] - The company has a commitment to improve corporate governance and internal control systems in compliance with relevant laws and regulations[133] - The company has not disclosed any new product developments or technological advancements in the reporting period[132] - The company has not reported any significant mergers or acquisitions during the reporting period[132] - The company reported a retained earnings issue related to a lawsuit with Beijing Tencent Cultural Media Co., Ltd., involving a principal amount of RMB 264.13 million and penalties, which remains unresolved as of the report date[199] - The audit opinion for the financial statements was qualified, indicating potential impacts on the financial results due to the ongoing legal matter[198] - The company has not experienced any changes in its controlling shareholder during the reporting period[189] - The major shareholders include individuals and entities with significant holdings, such as 42.55 million shares held by shareholder Bu Jingjing[187] - The company has not conducted any repurchase transactions among its top shareholders during the reporting period[191]