江苏华昌化工股份有限公司 内部控制审计报告 2023 年度 公证天业会计师事务所(特殊普通合伙) Gongzheng Tianye Certified Public Accountants, SGP 江苏 . 无锡 n: 86 (510) 68798988 其:86(510) 68567788 言箱: mail@gztycpa.cn Wuxi . Jiangsu . China Tel: 86 (510) 68798988 Fax: 86 (510) 68567788 E-mail: mail@gztycpa.cn 内部控制审计报告 苏公W[2024]E1220号 江苏华昌化工股份有限公司全体股东: 按照《企业内部控制审计指引》及中国注册会计师执业准则的相关要求,我们审计 了江苏华昌化工股份有限公司(以下简称华昌化工)2023年12月31日的财务报告内部控 制的有效性。 一、企业对内部控制的责任 四、财务报告内部控制审计意见 我们认为,华昌化工于2023年12月31日按照《企业内部控制基本规范》和相关规 定在所有重大方面保持了有效的财务报告内部控制。 按照《企业内部控制基本规范》、《企业内部控制应用指引》、《 ...

证券代码：002274 证券简称：华昌化工 公告编号：2024-001 江苏华昌化工股份有限公司 关于控股股东董事长暨公司副董事长增持股份的公告 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。 2024 年 2 月 6 日,江苏华昌化工股份有限公司（以下简称"公司"或"本公 司"）收到公司副董事长朱郁健先生的通知，基于对公司未来持续稳定发展的信 心和长期投资价值的认可，以自有资金通过深圳证券交易所证券交易系统以集中 竞价方式买入公司股票，现将有关情况公告如下： 一、本次增持的基本情况 1、增持主体：控股股东董事长暨公司副董事长朱郁健先生。 2、增持目的：对公司未来持续稳定发展的信心及对公司长期投资价值的认 可。 3、增持方式：集中竞价 2、朱郁健先生承诺，将严格遵守有关法律法规的规定及各项承诺，在法定 4、增持数量及说明 | 增持主体 | 增持 | 增持 | 增持前 | | 本次增 | 增持后 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 时间 | 方式 | | | 持股数 | | | | ...

Financial Performance - The company's revenue for Q3 2023 was CNY 1,878,457,901.69, a decrease of 6.39% compared to the same period last year[5]. - Total operating revenue for the period was CNY 5,996,366,565, a decrease of 15.6% compared to CNY 7,105,240,002 in the previous period[17]. - Net profit for the period was CNY 459,086,551.96, representing a decline of 38.5% from CNY 746,104,270.76 in the same period last year[17]. - Net profit attributable to shareholders for Q3 2023 was CNY 130,908,008.85, an increase of 131.20% year-over-year[5]. - The total comprehensive income for the period was CNY 459,086,551.96, compared to CNY 744,775,868.42 in the previous year, indicating a decrease of 38.3%[19]. - Earnings per share (EPS) decreased to CNY 0.4929 from CNY 0.7969, reflecting a drop of 38.1%[19]. Assets and Liabilities - Total assets at the end of Q3 2023 were CNY 7,862,952,200.36, down 5.39% from the end of the previous year[5]. - The company's total liabilities decreased to CNY 2,572,049,278.33 from CNY 3,219,622,989.49, a reduction of 20.1%[16]. - The total equity attributable to shareholders increased to CNY 5,207,366,447.18 from CNY 4,993,480,413.23, an increase of 4.3%[16]. - The company’s total assets decreased to CNY 7,862,952,200.36 from CNY 8,310,963,223.27, a decline of 5.4%[16]. Cash Flow - The company's cash flow from operating activities for the year-to-date was CNY 534,097,294.68, a decrease of 35.62% compared to the same period last year[5]. - Operating cash flow for the period was ¥534,097,294.68, a decrease of 35.7% compared to ¥829,546,617.94 in the previous period[21]. - Total cash inflow from operating activities was ¥4,115,537,088.26, down from ¥5,006,744,718.04, reflecting a decline of 17.8%[21]. - Cash outflow from operating activities totaled ¥3,581,439,793.58, compared to ¥4,177,198,100.10, indicating a decrease of 14.3%[21]. - The net cash flow from investment activities was CNY -114,120,900, an increase of 50.29% compared to the same period last year[10]. - Cash inflow from investment activities was ¥304,195,410.42, up from ¥266,546,382.43, representing an increase of 14.1%[21]. - Cash flow from financing activities showed a net outflow of ¥497,078,503.29, worsening from a net outflow of ¥373,339,250.57 in the previous period[23]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 65,188[13]. - The largest shareholder, Suzhou Warner Investment Co., Ltd., holds 28.88% of shares, totaling 275,059,519 shares[13]. - The second-largest shareholder, Jiangsu Huachang Group Co., Ltd., holds 11.99% of shares, totaling 114,209,198 shares, with 13,915,516 shares frozen[13]. - The company has no significant related party transactions among the top shareholders[13]. Inventory and Receivables - The company's inventory at the end of the reporting period was CNY 587,775,600, a decrease of 28.89% compared to the beginning of the period[8]. - The company's accounts receivable decreased by 10.17% to CNY 153,754,200 compared to the beginning of the period[8]. - Inventory decreased significantly from ¥826,540,238.79 to ¥587,775,640.79[15]. Research and Development - Research and development expenses rose to CNY 64,802,579.06, up 69.5% from CNY 38,268,185.47 in the previous period[17].

证券代码:002274 证券简称:华昌化工 | --- | --- | |-----------------|---------------------------------| | 投 资者 关系 活 | ■特定对象调研 | | 动类别 | □媒体采访 □业绩说明会 | | | □新闻发布会 □路演活动 | | | □现场参观 | | | □其他 | | 参 与单 位名 称 | 东吴证券-陈淑娴、周少玟 | | 及人员姓名 | | | 时间 2023 | 年 9 月 20 日 | | 地点 公司会议室 | | | 上市公司接待 | 董秘-卢龙,证代-费云辉 | | 人员姓名 | | | | | | | | | | 来访涉及主要事项总结归纳如下: | | | 1、请介绍下公司目前主营情况? | | | | | 投 资者 关系 活 | | | 动 主要 内容 介 | | | 绍 | 四是氢能源(氢燃料电池)。 | | | 2、现在尿素和纯碱价格趋势如何? | | | | | | | | | 影响,后续价格趋势很难进行判断。 | | | 3、公司目前新项目进展如何? | | | 答:3 万吨新戊二醇和聚酯树脂项目 ...

Financial Performance - The company's operating revenue for the first half of 2023 was approximately ¥4.12 billion, a decrease of 19.23% compared to ¥5.10 billion in the same period last year[19]. - The net profit attributable to shareholders of the listed company was approximately ¥338.53 million, down 51.80% from ¥702.27 million year-on-year[19]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately ¥291.14 million, a decline of 57.82% compared to ¥690.22 million in the previous year[19]. - The net cash flow from operating activities was approximately ¥168.00 million, a significant decrease of 70.70% from ¥573.39 million in the same period last year[19]. - The basic earnings per share were ¥0.3555, down 51.79% from ¥0.7374 in the previous year[19]. - The total operating revenue for the first half of 2023 was CNY 4,117,908,663.31, a decrease of 19.23% compared to the previous year, which was CNY 5,098,615,421.20[39]. - The net profit attributable to shareholders was CNY 33,852,690, a decline of 51.80% from CNY 70,227,468 in the previous year[39]. - The operating cost decreased by 12.73% to CNY 3,478,322,093.42 from CNY 3,985,819,477.43[40]. - The company reported a significant decrease in inventory, which stood at CNY 612,472,063.08, down 2.25% year-on-year[47]. - The company reported a total equity attributable to shareholders of ¥4,993,480,413.23 at the end of the reporting period[155]. Assets and Liabilities - The total assets at the end of the reporting period were approximately ¥7.96 billion, a decrease of 4.27% from ¥8.31 billion at the end of the previous year[19]. - The company's total liabilities decreased to CNY 2,802,638,387.25 from CNY 3,219,622,989.49, indicating a reduction of approximately 12.93%[137]. - The company's equity increased to CNY 5,153,794,031.62 from CNY 5,091,340,233.78, showing a growth of about 1.23%[137]. - The company’s total assets at the end of the reporting period amounted to CNY 4,689,989,242.48[170]. - The company’s total liabilities were not explicitly stated but can be inferred from the total equity and assets[170]. Investments and Research - Research and development investment increased by 23.10% to CNY 29,891,919.98, compared to CNY 24,283,067.02 in the previous year[40]. - The company has invested approximately ¥112.65 million in various projects during the reporting period, with a cumulative investment of ¥390.70 million[55]. - The annual production capacity of 30,000 tons of neopentyl glycol and 100,000 tons of polyester resin project is 99% complete, with an expected revenue of ¥17 million[55]. - The company plans to focus on market expansion and new product development in the upcoming quarters[143]. Environmental Compliance - The company holds several environmental permits, including a wastewater discharge permit valid until December 26, 2025[84]. - The company has adopted advanced pollution control technologies, including low nitrogen combustion and SNCR denitrification[86]. - The company has made significant investments in environmental protection technologies to reduce wastewater discharge[88]. - The company emphasizes its commitment to safeguarding the rights of shareholders, employees, and customers, establishing a robust internal control system based on its Articles of Association[91]. Risk Management - The company faces operational risks due to global economic uncertainties and plans to enhance technology and human resource management to mitigate these risks[65]. - Financial risks are anticipated as the company requires cash flow support for future development plans, influenced by economic and policy uncertainties[65]. - The company is aware of environmental protection risks and is committed to increasing investment in advanced technologies to meet regulatory requirements[67]. - The company aims to stabilize its talent pool through recruitment and training to address human resource risks associated with industry expansion[68]. Shareholder Information - A total of 58 core management and technical personnel participated in the employee stock ownership plan, holding 9,904,936 shares, accounting for 1.04% of the total equity[76]. - The annual shareholders' meeting had a participation rate of 41.10% on May 19, 2023[72]. - The company did not distribute cash dividends or issue bonus shares for the first half of 2023[74]. - The company has not experienced any shareholder rights exercise incidents during the reporting period[78]. Corporate Governance - There were no changes in the board of directors, supervisors, or senior management during the reporting period[73]. - The company has maintained a good integrity status with no reported issues regarding the integrity of its controlling shareholders or actual controllers[99]. - The company has not engaged in any violations regarding external guarantees during the reporting period[96]. Financial Transactions - The total amount of related transactions in the first half of 2023 reached 17.83 million RMB, with a limit of 100 million RMB approved for similar transactions[100]. - The company engaged in sales of water and electricity with Jiangsu Jiangguo Intelligent Equipment Co., totaling 1.18 million RMB[100]. - The procurement of steam from Huai'an Huachang Solid Waste Disposal Co., amounted to 13.27 million RMB[100]. - The company has not disclosed any other significant changes or strategies during the reporting period[126].

国浩律师（上海）事务所 关于 江苏华昌化工股份有限公司 2023 年第一次临时股东大会的 法律意见书 中国 上海 北京西路 968 号嘉地中心 27 层、23-25 层 邮编：200041 电话: (8621) 5234-1668 传真: (8621) 5234-1670 网址：http://www.grandall.com.cn 国浩律师（上海）事务所 股东大会法律意见书 国浩律师（上海）事务所 关于江苏华昌化工股份有限公司 2023 年第一次临时股东大会的 法律意见书 致：江苏华昌化工股份有限公司 江苏华昌化工股份有限公司（以下简称"公司"）2023 年第一次临时股东大 会（以下简称"本次股东大会"）现场会议于 2023 年 8 月 22 日（星期二）在张 家港市华昌东方广场四楼公司会议室召开。国浩律师（上海）事务所（以下简称 "本所"）接受公司的委托，指派刘放律师、张赛律师（以下简称"本所律师"） 出席并见证本次股东大会。 国浩律师（上海）事务所 股东大会法律意见书 本次股东大会现场会议召开的时间、地点、内容与会议通知一致。 本次股东大会提供网络投票方式，通过深圳证券交易所交易系统进行网络投 票的具体时 ...

证券代码：002274 证券简称：华昌化工 公告编号：2023- 022 江苏华昌化工股份有限公司 2023年第一次临时股东大会决议公告 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。 特别提示： 1、本次股东大会没有出现否决议案的情形； 2、本次股东大会没有涉及变更前次股东大会决议。 一、会议召开情况： 1、召开时间： （1）现场会议时间：2023 年 8 月 22 日下午：13:00—16:00。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时间为：2023 年 8 月 22 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00；通过深圳证券交易所互联 网投票系统投票的具体时间为：2023 年 8 月 22 日上午 9:15 至下午 15:00 期间的任意时 间。 其中：通过现场投票的股东 2 人，代表股份 389,268,717 股，占上市公司总股份的 40.8739％。 通过网络投票的股东 8 人，代表股份 324,800 股，占上市公司总股份的 0.0341％。 2、会议地点：张家港市华昌东方广场四楼公司 ...

证券代码：002274 证券简称：华昌化工 | 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 | 参加公司 2022 年年度报告网上说明会的投资者 | | 人员姓名 | | | 时间 | 2023 年 5 月 9 日 15:00-17:00 | | 地点 | 全景网 | | 上市公司接待 | 公司总经理胡波先生、独立董事郭静娟女士、董事会秘书卢龙 | | 人员姓名 | 先生、财务总监赵惠芬女士。 | | | 1、请问目前公司的化肥产品出厂价格与一季度相比是否有所上升？ | | | 答：您好，化肥产品价格市场公开。该行业近年来呈现波动态势，从 | | | 近期情况看，氮、磷、钾原料及产品价格呈下降趋势。谢谢！ | | | 2、您好公司在氢能源发展中比其他氢能源企业有什么优势吗 | | | 答：您好，本公司按培育实体的方式做好氢能源产业。具体包括：一 | | | 是核心技术方面，有稳定的研发团队，在产业重点 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥2,042,232,850.47, a decrease of 13.92% compared to ¥2,372,514,897.79 in the same period last year[4] - Net profit attributable to shareholders was ¥205,515,946.72, down 15.76% from ¥243,959,046.78 year-on-year[4] - Basic and diluted earnings per share were both ¥0.2158, a decrease of 15.77% from ¥0.2562 in the same period last year[4] - The company experienced a 29.65% decline in net profit after deducting non-recurring gains and losses, amounting to ¥185,865,059.36 compared to ¥264,185,715.58 in the previous year[4] - Net profit for Q1 2023 was CNY 202,661,393.80, a decline of 16.2% from CNY 241,846,900.48 in Q1 2022[21] - Earnings per share for Q1 2023 was CNY 0.2158, compared to CNY 0.2562 in Q1 2022, reflecting a decrease of 15.7%[22] Cash Flow - The net cash flow from operating activities was ¥58,347,963.89, representing a significant decline of 83.56% compared to ¥355,018,023.87 in the previous year[4] - The net cash flow from operating activities for Q1 2023 was ¥58,347,963.89, a decrease of 83.5% compared to ¥355,018,023.87 in Q1 2022[24] - Total cash inflow from operating activities was ¥1,257,521,318.04, down 25.2% from ¥1,681,813,670.07 in the previous year[24] - Cash outflow from operating activities totaled ¥1,199,173,354.15, a decrease of 9.6% compared to ¥1,326,795,646.20 in Q1 2022[24] - The net cash flow from investing activities was -¥19,499,506.60, an improvement from -¥233,926,939.38 in the same period last year[24] - Cash inflow from investing activities was ¥70,013,132.93, significantly higher than ¥17,340,691.24 in Q1 2022[24] - Cash outflow from investing activities was ¥89,512,639.53, down 64.4% from ¥251,267,630.62 in the previous year[24] - The net cash flow from financing activities was ¥38,021,349.42, a decrease of 82.0% compared to ¥210,557,177.03 in Q1 2022[26] - Total cash inflow from financing activities was ¥296,100,000.00, down 50.5% from ¥597,464,658.00 in the previous year[26] - The ending balance of cash and cash equivalents was ¥642,345,179.97, slightly up from ¥640,286,669.94 at the end of Q1 2022[26] Assets and Liabilities - Total assets at the end of the reporting period were ¥8,400,642,051.62, an increase of 1.08% from ¥8,310,963,223.27 at the end of the previous year[4] - The company's total liabilities decreased to CNY 3,096,586,914.01 in Q1 2023 from CNY 3,219,622,989.49 in Q1 2022, a reduction of 3.8%[21] - Total current assets as of March 31, 2023, amount to 3,448,451,574.83 yuan, an increase from 3,369,585,798.80 yuan at the beginning of the year[19] - Total assets as of March 31, 2023, are 8,400,642,051.62 yuan, compared to 8,310,963,223.27 yuan at the beginning of the year[19] - The total equity attributable to shareholders increased to CNY 5,209,049,869.98 in Q1 2023 from CNY 4,993,480,413.23 in Q1 2022, an increase of 4.3%[21] Shareholder Information - Total number of common shareholders at the end of the reporting period is 72,439[15] - The largest shareholder, Suzhou Warner Investment Co., Ltd., holds 28.88% of shares, totaling 275,059,519 shares[15] - The second largest shareholder, Jiangsu Huachang (Group) Co., Ltd., holds 11.99% of shares, totaling 114,209,198 shares, with 13,915,516 shares frozen[15] Operational Insights - The company noted that the decline in operating performance was primarily due to industry volatility and product price fluctuations[12] - The company plans to continue focusing on market expansion and new product development to drive future growth[22] Research and Development - Research and development expenses for Q1 2023 were CNY 15,145,833.52, up 23.7% from CNY 12,216,062.24 in Q1 2022[21] Investment Income - The company reported an investment income of CNY 22,097,591.89 in Q1 2023, significantly higher than CNY 10,907,240.57 in Q1 2022, marking an increase of 102.0%[21] Audit Status - The company did not undergo an audit for the Q1 2023 report[27]

Financial Performance - The company's operating revenue for 2022 was approximately ¥9.04 billion, a decrease of 3.91% compared to ¥9.41 billion in 2021[22]. - The net profit attributable to shareholders for 2022 was approximately ¥872.11 million, down 46.61% from ¥1.63 billion in 2021[22]. - The net cash flow from operating activities decreased by 31.03% to approximately ¥1.24 billion in 2022, compared to ¥1.80 billion in 2021[22]. - The basic earnings per share for 2022 was ¥0.9157, a decline of 46.61% from ¥1.7151 in 2021[22]. - The total assets at the end of 2022 were approximately ¥8.31 billion, an increase of 2.27% from ¥8.13 billion at the end of 2021[22]. - The net assets attributable to shareholders increased by 15.78% to approximately ¥4.99 billion at the end of 2022, compared to ¥4.31 billion at the end of 2021[22]. - The weighted average return on equity for 2022 was 18.84%, down 27.06% from 45.90% in 2021[22]. - The net profit after deducting non-recurring gains and losses for 2022 was approximately ¥904.76 million, a decrease of 42.82% from ¥1.58 billion in 2021[22]. - The company reported a significant uncertainty regarding its ability to continue as a going concern, as indicated in the audit report[22]. Quarterly Performance - In the first quarter, the company's operating revenue was approximately CNY 2.37 billion, with a net profit attributable to shareholders of CNY 243.96 million[26]. - The second quarter saw an increase in operating revenue to approximately CNY 2.73 billion, with net profit attributable to shareholders rising to CNY 458.32 million[26]. - The third quarter's operating revenue decreased to approximately CNY 2.01 billion, with net profit attributable to shareholders dropping to CNY 56.62 million[26]. - The fourth quarter's operating revenue further declined to approximately CNY 1.94 billion, with net profit attributable to shareholders at CNY 113.21 million[26]. Industry Overview - The chemical industry overall performed better than expected, with a total revenue of CNY 16.56 trillion in 2022, reflecting a year-on-year growth of 14.4%[33]. - The pure soda industry saw a production volume of 29.20 million tons in 2022, with an export increase of 171.02% year-on-year[34]. - The fertilizer industry experienced a production decline of 1.2% in 2022, with a total output of 54.72 million tons[34]. Strategic Initiatives - The company is positioned to face challenges and opportunities in the context of national policies aimed at carbon neutrality and energy transition[32]. - By 2025, non-fossil energy consumption will account for approximately 20% of total energy consumption, with non-fossil energy power generation reaching about 39%[38]. - During the "14th Five-Year Plan" period, renewable energy will account for over 50% of the incremental increase in primary energy consumption, with renewable energy generation expected to reach approximately 3.3 trillion kWh by 2025[39]. - The petrochemical industry aims for R&D investment to exceed 1.5% of main business revenue by 2025, with over 20 key common technologies and 40 new products developed[40]. - By 2025, the capacity utilization rate in the petrochemical sector is targeted to exceed 80%, with chemical park output accounting for over 70% of the industry's total output[40]. Environmental and Sustainability Efforts - The company is committed to expanding its hydrogen energy sector, aiming to align with trends in green and biomass industries, promoting a low-carbon and environmentally friendly industrial structure[52]. - By 2025, the hydrogen energy industry is expected to achieve a production capacity of 100,000 to 200,000 tons per year from renewable energy sources, contributing to a reduction of 1 to 2 million tons of CO2 emissions annually[49]. - The company has implemented various environmental protection measures in accordance with national and local regulations[191]. - The company achieved a comprehensive electricity saving rate of over 30% by upgrading 56 process liquid pumps and fans, resulting in a reduction of 43,500 tons of CO2 emissions[200]. Risk Management - The company faces operational risks due to increasing competition and market volatility, with measures in place to mitigate these risks through advanced technology adoption and cost reduction strategies[135]. - Financial risks are present as future development plans require substantial cash flow support, influenced by uncertain economic and financial conditions[135]. - Environmental protection risks are acknowledged, with the company committed to advanced technology and increased investment in environmental protection to mitigate these risks[139]. Corporate Governance - The company held its first extraordinary shareholders' meeting in 2022 with a participation rate of 42.93%[152]. - The company appointed a new independent director, Li Li, and a new employee supervisor, Tao Jiwei, during the board reshuffle on May 13, 2022[154]. - The company has established an independent financial accounting department and a financial management system[151]. - The company has maintained a consistent leadership team with extensive industry experience over the past five years[155][156][158][159]. Employee and Compensation - The total number of employees receiving compensation during the reporting period was 3,141, reflecting a stable employment situation[175]. - The employee stock ownership plan includes 58 core management and technical personnel holding a total of 9,904,936 shares, representing 1.04% of the company's total equity[183]. - The total pre-tax compensation for the board members amounts to 1,141.72 million CNY[168]. Future Outlook - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 10% to 12%[166]. - The company is actively pursuing market expansion in the hydrogen fuel cell product sector, aiming to capitalize on emerging opportunities[133].