证券代码：002358 证券简称：森源电气 河南森源电气股份有限公司 投资者关系活动记录表 编号：2023-003 | 投资者关系 | □分析师会议 ☑特定对象调研 | | --- | --- | | | □媒体采访 □业绩说明会 | | 活动类别 | □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） | | 活动参与人员 | 西部证券股份有限公司：杨敬梅 | | | 上海景林资产管理有限公司：王嵩 | | | 建信基金管理有限责任公司：高青青 | | | 汇添富基金管理股份有限公司：花秀宁 | | 公司接待人员 | 董事、董事会秘书：张校伟 | | | 财务总监：张红敏 | | 时间 | 2023 年 9 月 13 日 | | 地点 | 公司会议室 | | 形式 | 现场交流 | | 交流内容及 | 1、在输变电领域，公司目前主要产品包括哪些？ | | | 经过 30 余年的发展，公司形成了 500kV 及以下智能高低压开 | | | 关成套设备、新能源发电专用设备、全系列节能型变压器、轨道交 | | | 通专用电气设备、高性能电能质量治理产品、核电电力装备、智能 | | ...

证券代码：002358 证券简称：森源电气 河南森源电气股份有限公司 投资者关系活动记录表 编号：2023-002 公司将继续秉承"服务于社会 贡献于国家"的企业理念，践行 "绿色发展 智能制造"的企业目标，紧抓能源行业结构性调整和国家 "新基建"、"碳达峰、碳中和"战略目标建设契机，深耕输变电及相 关设备的制造，持续巩固输变电设备在传统行业的优势，进一步拓 展光伏、风电、核电、充电桩、数据中心、储能等国家战略性新兴 产业领域，深入布局石油化工、轨道交通、核电电力装备等高端装 备制造市场，实现公司的高质量发展。 4、公司大集团客户有什么优势？ 近年来，公司结合自身发展实际适时调整销售策略，由区域负 责制转变为行业负责制，聚焦高端装备市场，深入拓展央企等大集 团客户。目前公司主要客户群体为央企等大集团客户，客户结构得 到显著优化。公司是国家电网、南方电网、国家电投、国家能源集 团、华能集团、华电集团、大唐集团、中核集团、华润集团、中节 能、中广核、中石化、中石油、中海油、国铁集团等多家大企业集 团的合格供应商，保持了良好的合作关系。公司通过持续优化客户 结构，聚焦电网、新能源、石油化工、核电、轨道交通、数据通讯 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥1,160,475,519.02, representing a 10.70% increase compared to ¥1,048,298,505.19 in the same period last year[27]. - The net profit attributable to shareholders of the listed company reached ¥27,898,018.36, a significant increase of 66.49% from ¥16,756,644.70 in the previous year[27]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥26,500,175.97, up 1,619.98% from ¥1,540,727.84 in the same period last year[27]. - The basic earnings per share increased to ¥0.03, a 50.00% rise from ¥0.02 in the previous year[28]. - The diluted earnings per share also stood at ¥0.03, reflecting a 50.00% increase compared to ¥0.02 last year[28]. - The net cash flow from operating activities was -¥2,615,722.91, showing a 97.87% improvement from -¥122,918,836.78 in the previous year[28]. - Total assets at the end of the reporting period were ¥6,189,575,859.64, a decrease of 1.36% from ¥6,274,921,504.38 at the end of the previous year[28]. - The net assets attributable to shareholders of the listed company were ¥3,118,094,054.03, a slight increase of 0.90% from ¥3,090,196,035.67 at the end of the previous year[28]. - The weighted average return on net assets was 0.90%, up from 0.55% in the previous year, indicating improved profitability[28]. Investment and R&D - Research and development investment increased by 19.48% to ¥40,187,907.35 from ¥33,635,947.32 year-on-year, reflecting the company's commitment to innovation[65]. - The company holds 779 major patents, with 39 new major patent authorizations obtained during the reporting period, including 12 major invention patents[48]. - The company has established nine provincial-level technology research centers, supporting its innovation in various energy-related technologies[48]. - The company has adopted a research and development strategy that combines independent innovation with collaboration between industry, academia, and research institutions, focusing on new energy transmission and transformation equipment[41]. Market Position and Strategy - The company is positioned as a leading provider in the power engineering sector, with its 40.5kV pre-installed substations ranking first in national production among peers[45]. - The company’s sales strategy has shifted from a regional responsibility model to an industry responsibility model, enhancing sales vitality[44]. - The company is focusing on expanding its market share in the fields of new energy, petrochemicals, and charging piles, leveraging historical opportunities in energy structure adjustment[54]. - The company has strengthened cooperation with major clients, including State Grid and Southern Power Grid, enhancing its market share in the power equipment sector[55]. - The company plans to enhance its product development and market expansion strategies, particularly for transformers and switches, to improve profitability[83][84]. Environmental and Social Responsibility - The company has implemented various environmental protection measures, including the installation of waste gas collection and treatment devices, to reduce emissions[101]. - The company is committed to environmental sustainability through its involvement in waste management and urban sanitation services[187]. - The company aims to contribute to the "carbon peak and carbon neutrality" goals by providing quality products and services in the clean energy sector[54]. Corporate Governance and Shareholder Relations - The company emphasizes the protection of shareholder rights and ensures timely and accurate information disclosure to all shareholders[102]. - The company has not implemented any stock incentive plans or employee stock ownership plans during the reporting period[97]. - The company has experienced changes in its board of directors, with several resignations and one new election during the reporting period[95]. - The company has actively engaged with investors through various communication channels to enhance transparency and trust[102]. Future Outlook - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[162]. - Future guidance suggests a projected revenue increase of approximately 10% for the next fiscal year[177]. - The company is exploring potential mergers and acquisitions to strengthen its market position and diversify its product portfolio[173]. Financial Health and Risks - The company faces risks related to industry policies, market competition, and raw material price fluctuations, which could impact its operational efficiency and profitability[86][87][91]. - The company aims to optimize its customer structure, focusing on state-owned enterprises, which currently account for over 80% of its orders, to mitigate accounts receivable risks[90]. - The company reported a significant improvement in cash flow from operating activities, with a net cash flow of -¥2,615,722.91, a 97.87% increase compared to -¥122,918,836.78 in the previous year[65].

根据《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》、《上市公司独立董事规则》及《公司章程》等规定，我 们作为河南森源电气股份有限公司（以下简称"公司"）的独立董事，现就公司第 七届董事会第十八次会议相关议案发表如下意见： 一、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 和独立意见 根据《关于规范上市公司与关联方资金往来及上市公司对外担保若干问题的通 知（2017 年修订）》（证监会公告[2017]16 号）、《关于规范上市公司对外担保行 为的通知》（证监发[2005]120 号）的有关规定，我们对公司股东及其他关联方占用 资金及对外担保情况进行了核查，发表如下专项说明和独立意见： 河南森源电气股份有限公司独立董事 关于第七届董事会第十八次会议相关议案的独立意见 二、关于 2023 年半年度报告全文及摘要的独立意见 经核查，公司 2023 年半年度报告的编制和内容符合法律、法规、《公司章程》 和公司内部管理制度的各项规定，《2023 年半年度报告》的内容和格式符合中国证 监会和深圳证券交易所的各项规定，所包含的信息能从各个方面真实、准确、完整 ...

2、本次计提资产减值准备情况 证券代码：002358 证券简称：森源电气 公告编号：2023-039 河南森源电气股份有限公司 关于 2023 年半年度计提资产减值准备的公告 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、误导性陈述或者重大遗漏。 一、本次计提资产减值准备情况概述 1、本次计提资产减值准备的依据和原因 河南森源电气股份有限公司（以下简称"森源电气"或"公司"）本次计提资 产减值准备是根据《深圳证券交易所股票上市规则》、《企业会计准则》及公司会 计政策的相关规定，基于谨慎性原则，为真实准确地反映公司的财务、资产和经营 状况，对公司（含合并报表范围内各级子公司，下同）截至 2023 年 6 月 30 日的应 收账款、应收票据、存货、其他应收款、长期股权投资、固定资产、在建工程、无 形资产等资产进行了全面清查，对各项资产减值的可能性进行了充分的评估和分析， 确定了需计提的资产减值准备。 2023 年半年度，公司对应收账款、其他应收款、应收票据、存货计提信用减值 准备及资产减值准备的总金额为4,977.87万元，核销资产、收回或转回金额为1,457.81 万元。具体如下表： ...

编制单位：河南森源电气股份有限公司 金额单位：人民币万元 上市公司2023年半年度非经营性资金占用及其他关联资金往来情况汇总表 法定代表人： 主管会计工作的负责人： 会计机构负责人： 原实控人关 联方 | 非经营性资 | | 占用方与上市公司的关联关 | 上市公司核算的 | 期初占用资金余 | 报告期占用累 | 报告期占 用资金的 | 报告期偿还累 | 期末占用资金 | 占用形成原 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 金占用 | 资金占用方名称 | 系 | 会计科目 | 额 | 计发生金额 （不含利息） | 利息（如 | 计发生额 | 余额 | 因 | 占用性质 | | | | | | | | 有） | | | | | | 现大股东及 | | | | | | | | | | 非经营性占 用 | | 其附属企业 | | | | | | | | | | 非经营性占 | | | | | | | | | | | | 用 | | 小 计 | —— | —— | —— | - | | - - | - | - | ...

证券代码：002358 证券简称：森源电气 公告编号：2023-031 河南森源电气股份有限公司 关于参加河南辖区上市公司 2023 年投资者 网上集体接待日活动的公告 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、误导性陈述或者重大遗漏。 为进一步加强与投资者的互动交流，河南森源电气股份有限公司（以下简称 "公司"）定于 2023 年 5 月 18 日（周四）16:00-17:20 参加在全景网举办的"真 诚沟通 传递价值"河南辖区上市公司 2023 年投资者网上集体接待日活动，本次 活 动 将 采 用 网 络 远 程 的 方 式 举 行 ， 投 资 者 可 登 录 " 全 景 • 路 演 天 下 " （ http://rs.p5w.net）参与本次互动交流。 出席本次网上集体接待日活动的人员有：公司董事长赵中亭先生、董事兼董 事会秘书张校伟先生、财务总监张红敏女士（如有特殊情况，参会人员将可能进 行调整），欢迎广大投资者积极参与。 特此公告。 河南森源电气股份有限公司董事会 2023 年 5 月 16 日 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥513,727,157.11, representing a 12.17% increase compared to ¥457,983,178.10 in the same period last year[7]. - Net profit attributable to shareholders was ¥13,451,245.78, a significant increase of 60.36% from ¥8,388,122.32 year-on-year[7]. - The net profit after deducting non-recurring gains and losses reached ¥11,585,913.12, marking a 338.13% increase from ¥2,644,391.77 in the previous year[7]. - Operating profit for Q1 2023 reached CNY 19,007,280.28, up from CNY 14,388,860.55 in the same period last year, reflecting a growth of 32.5%[28]. - Net profit attributable to the parent company was CNY 13,451,245.78, compared to CNY 8,388,122.32 in Q1 2022, representing a year-on-year increase of 60.8%[29]. - The total operating costs for Q1 2023 were CNY 495,757,861.37, which is an increase of 10.0% from CNY 450,489,702.62 in Q1 2022[28]. - The company reported a basic earnings per share of CNY 0.0145, up from CNY 0.0090 in the previous year[29]. Assets and Liabilities - The company's total assets at the end of the reporting period were ¥6,192,043,836.76, up 3.18% from ¥6,001,420,386.85 at the end of the previous year[7]. - Total assets as of the end of Q1 2023 amounted to CNY 6,192,043,836.76, a decrease from CNY 6,274,921,504.38 at the end of Q1 2022[26]. - Total liabilities decreased to CNY 3,082,736,424.11 from CNY 3,179,478,851.67 year-on-year, indicating a reduction of 3.0%[26]. - The total equity attributable to shareholders of the parent company was CNY 3,103,647,281.45, compared to CNY 3,090,196,035.67 in Q1 2022, showing a slight increase[26]. Cash Flow - Cash flow from operating activities showed a net outflow of ¥20,806,354.24, a decline of 198.27% compared to a net inflow of ¥21,172,406.04 in the same period last year[7]. - The net cash flow from operating activities for the current period is -20,806,354.24 CNY, compared to 21,172,406.04 CNY in the previous period, indicating a significant decline[32]. - Total cash inflow from operating activities is 363,025,652.80 CNY, up from 276,585,943.38 CNY in the previous period, reflecting a growth of approximately 31.2%[32]. - Cash outflow from operating activities increased to 383,832,007.04 CNY from 255,413,537.34 CNY, representing a rise of about 50.2%[32]. - Cash inflow from financing activities reached 688,370,000.00 CNY, compared to 409,470,000.00 CNY in the previous period, marking an increase of approximately 68%[32]. - Cash outflow from financing activities increased to 803,042,465.16 CNY from 448,473,648.19 CNY, which is an increase of about 79.2%[32]. - The net cash flow from financing activities is -114,672,465.16 CNY, worsening from -39,003,648.19 CNY in the previous period[32]. - The ending cash and cash equivalents balance is 110,840,783.71 CNY, down from 402,237,157.64 CNY, indicating a decrease of approximately 72.5%[32]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 44,443, with no preferred shareholders[18]. - The total number of shares held by major shareholders increased, with 河南宏森融源 holding 147,094,815 shares, representing 15.82% of the total share capital[20]. - 河南宏森融源 and 中原金象 combined hold 199,784,215 shares, accounting for 21.49% of the total share capital[20]. - 河南宏森融源 completed its shareholding increase plan, which was initiated on November 3, 2022[20]. Other Financial Metrics - The weighted average return on equity increased to 0.43% from 0.27% year-on-year, reflecting improved profitability[7]. - The company’s tax expenses increased by 410.96% to ¥19,728,936.88, primarily due to higher construction tax and education fees[16]. - The company’s other income decreased by 79.83% to ¥1,308,954.54 due to the amortization of deferred income related to assets[14]. - Research and development expenses for Q1 2023 were CNY 20,005,978.62, an increase of 14.3% from CNY 17,502,527.08 in Q1 2022[28]. - The company paid 104,951,684.24 CNY to employees, which is an increase from 80,258,625.50 CNY in the previous period[32]. - The company incurred tax payments of 19,728,936.88 CNY, significantly higher than 3,861,182.00 CNY in the previous period[32]. Inventory and Receivables - Accounts receivable increased from ¥2,515,033,108.82 to ¥2,676,214,375.07, reflecting a growth of about 6.4%[23]. - The company reported a significant increase in accounts receivable financing, which rose by 123.47% to ¥3,955,189.50, attributed to an increase in bank acceptance bills[12]. - The company reported a significant increase in accounts receivable financing from ¥1,769,873.78 to ¥3,955,189.50, an increase of approximately 123.5%[23]. - Inventory decreased from ¥585,508,639.17 to ¥539,642,406.85, a reduction of approximately 7.8%[23]. - The total current assets decreased from ¥3,721,733,299.46 to ¥3,693,026,712.62, a slight decline of about 0.8%[23]. - Fixed assets decreased from ¥2,229,541,851.60 to ¥2,182,125,197.25, a decrease of approximately 2.1%[23].

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.5 billion RMB in 2022, representing a growth of 15% compared to the previous year[19]. - The net profit for the year was recorded at 200 million RMB, which is a 10% increase year-on-year[19]. - The company's operating revenue for 2022 was ¥2,406,662,077.09, representing a 40.89% increase compared to ¥1,708,191,846.17 in 2021[6]. - The net profit attributable to shareholders was ¥38,168,463.35, a significant turnaround from a loss of ¥489,688,715.80 in 2021, marking a 107.79% improvement[6]. - The company's total operating revenue for 2022 reached CNY 2.41 billion, representing a year-on-year increase of 40.89% compared to CNY 1.71 billion in 2021[77]. - The net profit attributable to shareholders for 2022 was CNY 38.17 million, showing a significant year-on-year growth of 107.79%[67]. - The company reported a total of 6,896 million in revenue, with a significant increase compared to the previous year[153]. User Growth and Market Expansion - User data indicates that the company expanded its customer base by 20%, reaching a total of 1 million active users[19]. - The company plans to invest 300 million RMB in research and development for new technologies and products in the upcoming year[19]. - The company is expanding its market presence, targeting new regions in Southeast Asia, with an investment of 100 million RMB allocated for market entry strategies[163]. - The company aims to enhance its product offerings in response to national policies promoting electric vehicle adoption and renewable energy[47]. - The company is focused on expanding its market presence in the renewable energy sector, aligning with national goals for carbon neutrality[48]. Research and Development - The company has established a unique R&D innovation system, focusing on high-tech products in fields such as new energy and nuclear power equipment[56]. - The company has invested in advanced technology research, with a budget of 50 million RMB dedicated to R&D for innovative electrical solutions[163]. - Research and development expenses increased by 11.66% to ¥103,254,375.27 compared to ¥92,470,539.38 in the previous year[89]. - The number of R&D personnel increased by 2.95% to 629, with the proportion of R&D personnel to total employees at 4.50%[91]. - The company is actively pursuing research and development initiatives to innovate new technologies in the electrical industry[156]. Strategic Initiatives and Future Outlook - Future outlook includes a projected revenue growth of 12% for 2023, driven by market expansion and new product launches[19]. - The company aims to enhance its supply chain efficiency, targeting a 15% reduction in operational costs through improved logistics and procurement strategies[163]. - The company plans to capitalize on opportunities in the charging pile and smart streetlight markets, aiming for rapid growth in these sectors[112]. - The company is positioned to benefit from the ongoing energy transition and the increasing demand for renewable energy solutions, as indicated by national policies promoting clean energy development[42]. - The company aims to enhance product competitiveness through operational reforms, process improvements, and lean management to reduce costs and increase efficiency[138]. Risk Management and Governance - The company emphasizes the importance of risk awareness regarding its future plans and strategies[4]. - The company has implemented a risk assessment and control system to manage operational risks, including accounts receivable and inventory risks[181]. - The company acknowledges potential risks from industry policies and market competition, emphasizing the need for continuous monitoring and innovation[136][137]. - The company has established independent innovation capabilities and core technologies in the power transmission and control equipment manufacturing industry, with a focus on continuous R&D investment to maintain its competitive edge[139]. - The company has a robust system for managing its intangible assets, ensuring protection of its proprietary technologies[149]. Environmental and Social Responsibility - The company has implemented various environmental protection measures, including the installation of waste gas collection and treatment devices, to reduce emissions[189]. - The company has invested in energy-saving projects and has been recognized as a demonstration enterprise for energy conservation and emission reduction in Henan Province[189]. - The company aims to balance corporate benefits with environmental protection, focusing on sustainable development[194]. - The company has established a long-term mechanism for environmental protection and energy conservation[194]. - The company emphasizes the protection of employee rights and has established a comprehensive human resources management system[192]. Corporate Governance and Management - The company has conducted 4 regular board meetings and 4 supervisory meetings to ensure compliance with governance standards and protect shareholder rights[144][145]. - The company operates independently from its controlling shareholder, with no competition in the same industry[148]. - The board of directors includes independent directors, enhancing corporate governance and oversight[151]. - The company has a clear and independent asset ownership structure, including industrial property and trademarks[149]. - The management team is composed of experienced professionals, with the current general manager being 44 years old and in office for 2023[151].