江苏南方精工股份有限公司 独立董事候选人声明与承诺 声明人 孙荣发 作为 江苏南方精工股份有限公司 第 六 届董事会独立董事候选人，已 充分了解并同意由提名人 江苏南方精工股份有限公司董事会 提名为 江苏南方精工股份有 限公司 （以下简称该公司）第 六 届董事会独立董事候选人。现公开声明和保证，本人与 该公司之间不存在任何影响本人独立性的关系，且符合相关法律、行政法规、部门规章、规 范性文件和深圳证券交易所业务规则对 独立董事候选人任职资格及独立性的要求，具体声 明并承诺如下事项： 一、本人已经通过 江苏南方精工股份有限公司 第 六 届董事会提名委员会资格审查， 提名人与本人不存在利害关系或者其他可能影响独立履职情形的密切关系。 是 □否 如否，请详细说明：____________________________ 二、本人不存在《中华人民共和国公司法》第一百四十六条等规定不得担任公司董事的 情形。 是 □否 如否，请详细说明：____________________________ 三、本人符合中国证监会《上市公司独立董事管理办法》和深圳证券交易所业务规则规 定的独立董事任职资格和条件。 是 □否 如否，请详 ...

江苏南方精工股份有限公司 证券代码：002553 证券简称：南方精工 公告编号：2023-044 江苏南方精工股份有限公司 关于独立董事辞职的公告 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、关于独立董事辞职的情况 近日，江苏南方精工股份有限公司（以下简称"公司"）董事会收到独立董事 陈文化先生、王玉海先生的书面辞职报告。根据中国证监会发布的《上市公司独立 董事管理办法》，独立董事陈文化先生因在境内上市公司兼职超过三家，故向公司 董事会申请辞去第六届董事会独立董事职务，同时申请辞去第六届审计委员会主任 委员、战略委员会委员、薪酬与考核委员会委员，辞职后不再担任公司任何职务。 截至本公告披露日，陈文化先生未持有公司股份，不存在应当履行而未履行的承诺 事项。 独立董事王玉海先生因个人工作变动原因，不再适宜担任公司独立董事，故申 请辞去第六届董事会独立董事职务，同时申请辞去第六届薪酬与考核委员会主任委 员、提名委员会委员、战略委员会委员，辞职后不再担任公司任何职务。截至本公 告披露日，王玉海先生未持有公司股份，不存在应当履行而未履行的承诺事项。 根据《上市公 ...

Financial Performance - The company's revenue for Q3 2023 was ¥182,023,103.40, representing a 15.10% increase compared to the same period last year[5] - The net profit attributable to shareholders decreased by 40.26% to ¥18,668,191.54, while the net profit after deducting non-recurring gains and losses was ¥29,684,123.07, down 1.66%[5] - The basic earnings per share for Q3 2023 was ¥0.0536, a decrease of 40.31% year-on-year[5] - In the first three quarters of 2023, the company achieved operating revenue of CNY 489.29 million, a year-on-year increase of 14.16%[20] - The net profit attributable to shareholders was CNY 6.31 million, a year-on-year decrease, primarily due to a fair value loss of CNY 87.21 million from investments in Pan-Asia Micro透 stocks[21] - Excluding non-recurring losses, the net profit attributable to shareholders was CNY 75.86 million, a slight increase of 1.41% compared to CNY 74.80 million in the previous year[21] - The net profit attributable to the parent company's shareholders was 6,307,424.77 CNY, down from 77,800,883.31 CNY in the previous period, representing a decline of approximately 91.9%[29] - The total comprehensive income attributable to the parent company was 6,169,688.64 CNY, compared to 77,806,383.03 CNY in the previous period, reflecting a decrease of about 92.1%[29] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,375,834,970.61, down 2.86% from the end of the previous year[5] - Total liabilities decreased to CNY 184,644,374.75 from CNY 193,637,568.46, a decline of 4.93%[26] - Non-current assets totaled CNY 642,031,584.44, down from CNY 801,593,737.28, a decrease of 19.87%[26] - The company's total equity decreased to CNY 1,191,190,595.86 from CNY 1,222,730,133.44, a decline of 2.59%[26] Cash Flow - The company's cash flow from operating activities for the year-to-date was ¥82,191,790.22, an increase of 18.38%[5] - Cash received from tax refunds increased by 100% to 947,387.64, attributed to higher tax refunds during the reporting period[12] - The net cash flow from operating activities was 82,191,790.22 CNY, compared to 69,427,637.60 CNY in the previous period, indicating an increase of about 18.5%[31] - The cash inflow from investment activities totaled 1,446,408,697.89 CNY, a decrease from 3,657,144,286.37 CNY in the previous period, indicating a decline of about 60.5%[32] - The cash outflow from financing activities was 36,695,678.68 CNY, down from 71,859,106.52 CNY in the previous period, indicating a decrease of about 49.1%[32] Expenses - Sales expenses increased by 35% to 10,802,155.81, primarily due to increased exhibition costs and business promotion expenses[11] - Management expenses rose by 33% to 39,850,613.09, mainly due to the expanded consolidation scope including Nanfang Changsheng[11] - Financial expenses decreased by 79% to -4,657,838.95, primarily due to changes in exchange gains and losses from currency fluctuations[11] - Research and development expenses increased to CNY 41,415,143.29, compared to CNY 38,167,169.07 in the previous year, reflecting a growth of 5.83%[27] Market and Growth - The company is actively expanding its market presence and developing new products, contributing to the increase in sales revenue[20] - The establishment of new subsidiaries is currently in the R&D and early investment stages, impacting the growth rate of net profit[21] - The company is focused on cost reduction and efficiency improvement measures to enhance profitability[20] Stock and Shareholder Information - The total number of common shareholders at the end of the reporting period was 69,157[16] - The company's cash and cash equivalents were not explicitly stated but are implied to be part of the total assets[26] - The company's cash and cash equivalents were CNY 409.06 million as of September 30, 2023, compared to CNY 243.98 million at the beginning of the year[24]

江苏南方精工股份有限公司 证券代码：002553 证券简称：南方精工 公告编号：2023-042 江苏南方精工股份有限公司 关于全资子公司注销完成的公告 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、关于注销全资子公司的基本情况概述 江苏南方精工股份有限公司（以下简称"公司"）于2023年4月24日召开第六 届董事会第三次会议、第六届监事会第三次会议，分别审议通过了《关于注销全资 子公司的议案》，同意注销全资子公司江苏南方智造电子商务有限公司（以下简称 "南方智造"）。详细内容请见公司2023年4月25日刊登于《证券时报》、《中国 证券报》和公司指定信息披露网站巨潮资讯网（http://www.cninfo.com.cn）上的 《关于注销全资子公司的公告》（公告编号：2023-024）。 二、注销进展情况 近日公司收到常州市天宁区行政审批局下发的《登记通知书》 （32040402spj037）登字[2023]第09070035号，准予注销登记江苏南方智造电子商 务有限公司。 三、对公司的影响 本次注销完成后，公司合并财务报表的范围将相应发生变化，南方智造 ...

江苏南方精工股份有限公司 证券代码：002553 证券简称：南方精工 公告编号：2023-041 江苏南方精工股份有限公司 关于向不特定对象发行可转换公司债券的相关公告 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、关于向不特定对象发行可转换公司债券的基本情况概述 江苏南方精工股份有限公司（以下简称"公司"或"南方精工"）分别于2023 年4月24日、2023年5月11日召开了第六届董事会第三次会议、2023年第一次临时股 东大会，审议通过了关于公司向不特定对象发行可转换公司债券（以下简称"可转 债"）的相关议案。具体内容详见公司于2023年4月25日、2023年5月12日在指定信 息披露媒体《证券时报》、《中国证券报》及巨潮资讯网 (http://www.cninfo.com.cn) 上披露的相关公告。 二、相关情况 公司本次发行可转债事项，目前还在资料编制准备阶段。公司于2023年8月18 日收到深圳证券交易所出具的《关于对江苏南方精工股份有限公司及相关当事人给 予公开谴责处分的决定》（深证上〔2023〕767 号），根据《上市公司证券发行注 册管理 ...

深圳证券交易所文件 深证上〔2023〕767 号 关于对江苏南方精工股份有限公司 及相关当事人给予公开谴责处分的决定 当事人： 江苏南方精工股份有限公司，住所：江苏省常州市武进高新 技术开发区龙翔路； 史建伟，江苏南方精工股份有限公司董事长； 姜宗成，江苏南方精工股份有限公司总经理； 史 维，江苏南方精工股份有限公司董事会秘书。 南方精工董事长史建伟、总经理姜宗成，未能恪尽职守、履 行诚信勤勉义务，违反本所《股票上市规则（2023 年修订）》第 1.4 条、第 2.1.2 条、第 4.3.1 条、第 4.3.5 条的规定，对南方 精工违规行为负有重要责任。 南方精工董事会秘书史维，未能恪尽职守、履行诚信勤勉义 务，违反本所《股票上市规则（2023 年修订）》第 1.4 条、第 2.1.2 条、第 4.3.1 条、第 4.3.5 条、第 4.4.2 条的规定，对南方精工 违规行为负有重要责任。 一、违规事实 经查明，江苏南方精工股份有限公司（以下简称"南方精工" — 1 — 或"公司"）及相关当事人存在以下违规行为： 2023 年 6 月 19 日，南方精工在互动易回复投资者提问时表 示，"公司在国内 RV 减 ...

Financial Performance - The company's operating revenue for the first half of 2023 was CNY 307,265,355.52, representing a 13.61% increase compared to CNY 270,456,027.17 in the same period last year[23]. - The net profit attributable to shareholders of the listed company was a loss of CNY 12,360,766.77, a decrease of 126.55% from a profit of CNY 46,550,842.55 in the previous year[23]. - The net cash flow from operating activities increased by 94.42% to CNY 56,359,893.59, compared to CNY 28,988,436.13 in the same period last year[23]. - The total assets at the end of the reporting period were CNY 1,373,387,677.35, a decrease of 3.03% from CNY 1,416,367,701.90 at the end of the previous year[23]. - The net assets attributable to shareholders of the listed company decreased by 4.00% to CNY 1,138,033,079.93 from CNY 1,185,395,438.74 at the end of the previous year[23]. - The basic earnings per share for the first half of 2023 was -CNY 0.0355, down 126.53% from CNY 0.1338 in the same period last year[23]. - The company reported a total comprehensive loss for the first half of 2023 was CNY 17.70 million, compared to a comprehensive income of CNY 41.45 million in the first half of 2022[172]. - The total operating costs for the first half of 2023 were CNY 205.86 million, compared to CNY 188.24 million in the same period of 2022, indicating rising operational expenses[174]. Investment and Development - The company invested in Shanghai Zhencheng Microelectronics Technology Co., Ltd. to expand into the integrated circuit industry, leveraging its strong R&D capabilities and technical patents[32]. - The company has established a new energy vehicle parts division to accelerate the development and production of new energy vehicle components, which has led to a rapid increase in sales revenue from these products[33]. - The company applied for 12 new patents, including 2 invention patents and 10 utility model patents, increasing its total valid patents to 133[44]. - The company has established a new subsidiary focused on manufacturing bearings for new energy vehicles, with an investment of ¥5,500,000.00[70]. Market and Industry Trends - In the first half of 2023, the domestic GDP grew by 5.5% year-on-year, indicating a recovery in the economy, which positively impacts the automotive industry and, consequently, the bearing sector[35]. - In the first half of 2023, the sales volume of new energy vehicles reached 3.747 million units, a year-on-year increase of 44.1%, with a market share of 28.3%[39]. - The automotive industry is expected to maintain stable growth in the second half of 2023, driven by the recovery of the macro economy and the strong performance of new energy vehicles and exports[40]. - The company’s strategic investments in the new energy vehicle sector aim to enhance collaboration with vehicle manufacturers and expand its product offerings[33]. Risks and Challenges - The company highlighted risks from macroeconomic fluctuations and trade tensions, which could significantly affect future performance[86]. - Approximately 30% of the company's sales revenue comes from export business, primarily to Europe and North America, exposing it to international trade uncertainties[87]. - The company is implementing measures to mitigate risks from raw material price fluctuations, particularly in bearing steel, by adjusting pricing mechanisms[88]. - Foreign exchange risks are present due to the company's export transactions being denominated in USD and EUR, while operational costs are in RMB[90]. Corporate Governance and Compliance - The company has established a complete internal control and risk management system for derivative investments, ensuring compliance with relevant regulations[77]. - The company reported no non-operating fund occupation by controlling shareholders or related parties during the reporting period[117]. - There were no violations of external guarantees during the reporting period[118]. - The company has maintained a long-term commitment to uphold its promises regarding competition and related transactions since 2010[113]. Shareholder Information - The total number of shares after the recent changes is 348,000,000, with 110,250,000 shares under limited sale conditions, accounting for 31.68% of total shares[140]. - The number of unrestricted shares increased by 3,455,832, bringing the total to 237,750,000, which represents 68.32% of total shares[140]. - The shareholder count at the end of the reporting period is 62,690, with no preferred shareholders restoring voting rights[145]. - The largest shareholder, Shi Jianwei, holds 34.60% of the shares, totaling 120,400,000 shares, with a decrease of 17,400,000 shares during the reporting period[147]. Environmental and Social Responsibility - The company emphasizes environmental protection and has not faced any administrative penalties for environmental issues during the reporting period[102]. - The company has committed to charitable donations for poverty alleviation and education support during the reporting period[110]. - The company has established a talent training program and focuses on employee health and safety[107]. Financial Management - The company's cash and cash equivalents increased to ¥393,155,080.50, representing 28.63% of total assets, up from 17.23% the previous year[61]. - The total investment during the reporting period was ¥290,371,382.23, a decrease of 62.39% compared to the same period last year[69]. - The company reported a significant increase in revenue from industrial robots, which grew by 124.46% to ¥3,413,187.11[56]. - The cash flow from operating activities saw a significant increase of 94.42%, reaching 56.360 million CNY[52].

证券代码：002553 证券简称：南方精工 编号：2023-001 特定对象调研 □分析师会议 □媒体采访 投资者关 □业绩说明会 □新闻发布会 □路演活动 系活动类 □电话会议 □现场参观 别 □其他（ ） 国金证券 秦亚男、苏晨、满在朋； 安信证券 赵梦妮；长江证券 刘晓舟； 浙商证券 林子尧；广发基金 曹越； 中欧基金 薛承沛；合远投资 田昊鹏； 参与单位 国海证券 徐成；新华资产 孙浩文； 名称及人 招银理财 莫威格；国寿资产 邓倩磊； 员姓名 长盛基金 李煜；太保资产 张玮； 华泰保兴 曹诚；泰旸资产 郭一鸣； 鸿熠投资 刘晶、周磊； 混沌投资 王炎太、周展立等 36 人 时间 2023 年 6 月 28 日（星期三） 地点 公司三楼会议室 董事长： 史建伟 先生 公司接待 总经理： 姜宗成 先生 人员姓名 董事会秘书：史 维 女士 江苏南方精工股份有限公司 投资者关系活动记录表 1 财务总监： 顾振江 先生 问题一：请介绍一下公司的主要产品及未来的发展怎么 样？ 公司的主要产品为滚针轴承、超越离合器、单向滑轮总成 和机械零部件等多种精密零部件产品；产品的应用领域也 从最初的燃油乘用车、摩托车逐步拓 ...

Financial Performance - The company's revenue for Q1 2023 was ¥133,217,727.47, a decrease of 0.36% compared to ¥133,700,398.28 in the same period last year[5] - The net profit attributable to shareholders was a loss of ¥27,098,436.70, representing a decline of 273.61% from a profit of ¥15,608,390.33 in the previous year[5] - The net profit attributable to shareholders for the reporting period was -27,098,436.70 yuan, a decrease of 273.61% compared to the previous year's profit of 15,608,390.33 yuan, primarily due to a decline in non-recurring gains and losses[13] - The net profit for Q1 2023 was -29,651,875.65 CNY, compared to a net profit of 12,472,317.24 CNY in Q1 2022, representing a significant decline[20] - Operating profit for Q1 2023 was -36,587,659.59 CNY, compared to an operating profit of 14,207,058.23 CNY in the same period last year[20] - Total comprehensive income for Q1 2023 was -29,666,512.18 CNY, compared to 12,472,748.87 CNY in Q1 2022[21] - Basic and diluted earnings per share for Q1 2023 were both -0.0779 CNY, compared to 0.0449 CNY in Q1 2022[21] Cash Flow and Liquidity - The net cash flow from operating activities decreased by 12.78%, amounting to ¥18,526,553.41 compared to ¥21,239,997.32 in Q1 2022[5] - Cash flow from operating activities for Q1 2023 was 18,526,553.41 CNY, down from 21,239,997.32 CNY in Q1 2022[23] - Cash flow from investing activities for Q1 2023 was 131,632,305.67 CNY, compared to 133,663,251.48 CNY in the previous year[23] - Cash flow from financing activities for Q1 2023 was 8,369,039.47 CNY, compared to -527,175.72 CNY in Q1 2022[23] - Cash and cash equivalents increased significantly by 189% to ¥403,567,113.25, mainly due to the maturity of financial products during the reporting period[7] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,373,451,270.06, down 3.03% from ¥1,416,367,701.90 at the end of the previous year[5] - Current assets increased to ¥699,766,892.61 from ¥614,773,964.62 at the beginning of the year, reflecting improved liquidity[15] - The company's total liabilities decreased to ¥180,387,648.80 from ¥193,637,568.46, indicating a reduction in financial obligations[18] - The total equity attributable to shareholders decreased to ¥1,158,282,365.51 from ¥1,185,395,438.74, reflecting a decline in retained earnings[18] Revenue and Sales - The company's operating revenue for the current period is ¥133,217,727.47, a decrease of 0.36% compared to ¥133,700,398.28 in the same period last year, primarily due to lower sales in January caused by the Spring Festival holiday[14] - Sales revenue in March increased by 13% compared to the same month last year, indicating a strong recovery post-holiday[14] - The total revenue from sales of goods and services in Q1 2023 was 142,614,991.25 CNY, slightly down from 144,725,243.33 CNY in Q1 2022[22] Expenses and Costs - The total operating costs for the current period are ¥122,989,003.54, up from ¥120,721,230.81 in the previous period[19] - The cost of goods sold is ¥93,181,215.46, slightly down from ¥94,154,011.87, indicating improved cost management[19] - Research and development expenses for Q1 2023 were 13,077,438.52 CNY, compared to 12,081,257.61 CNY in Q1 2022, indicating an increase in investment in R&D[20] - The company reported a significant increase in tax expenses, totaling 1,598,251.45 CNY in Q1 2023, compared to 1,252,028.97 CNY in Q1 2022[20] Investments and Other Income - The company experienced a 100% decrease in fair value changes, resulting in a loss of ¥52,481,675.80 due to stock price fluctuations of Pan-Asia Micro透[7] - Investment income surged by 813% to ¥5,168,896.67, attributed to gains from the reduction of holdings in Pan-Asia Micro透 stocks[7] - Other income increased by 127% to ¥1,258,230.12, primarily due to an increase in government subsidies received during the reporting period[7] - Cash received from government subsidies and interest income increased by 506%, amounting to 4,637,143.43 yuan compared to 765,150.85 yuan in the same period last year[12] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 53,115[11]

Financial Performance - The company's operating revenue for 2022 was ¥587,553,667.27, a decrease of 1.45% compared to ¥596,201,400.37 in 2021[20] - The net profit attributable to shareholders for 2022 was ¥48,485,509.61, representing a significant decline of 75.29% from ¥196,187,782.22 in the previous year[20] - The basic earnings per share for 2022 was ¥0.1393, down 75.29% from ¥0.5638 in 2021[20] - Total assets at the end of 2022 were ¥1,416,367,701.90, a decrease of 4.02% from ¥1,475,650,331.04 at the end of 2021[20] - The net assets attributable to shareholders decreased by 1.75% to ¥1,185,395,438.74 at the end of 2022, compared to ¥1,206,523,411.80 at the end of 2021[20] - The weighted average return on equity for 2022 was 4.05%, down from 17.52% in 2021, indicating a decline in profitability[20] - The company reported a net profit of CNY 63,338,695.98 for the year 2022, with a total distributable profit of CNY 675,387,457.21[180] Cash Flow and Investments - The net cash flow from operating activities increased by 2.60% to ¥74,358,148.10 in 2022, compared to ¥72,476,386.21 in 2021[20] - The net cash inflow from investment activities increased by ¥3,218,038,520.44, a year-on-year growth of 278.73%, mainly due to the increased maturity recoveries of financial products[75] - The net cash outflow from investment activities rose by ¥3,014,181,275.40, a year-on-year increase of 244.43%, primarily due to increased purchases of financial products[75] - The net cash flow from financing activities decreased by ¥31,506,261.25, a year-on-year decline of 77.13%, mainly due to increased cash dividends[75] - The net increase in cash and cash equivalents surged by 382.33% to ¥142,863,970.96, compared to a decrease in the previous year[74] Revenue Breakdown - The automotive sector accounted for 65% of the company's revenue in 2022, with precision bearings contributing 61% of total sales[28] - Revenue from the automotive sector reached ¥337,302,773.15, accounting for 57.41% of total revenue, with a year-on-year increase of 6.19%[56] - Sales revenue from the new energy vehicle sector surged by 90.79% to ¥45,964,612.99, up from ¥24,092,079.75 in 2021[56] - In 2022, the sales revenue from new energy vehicle components rapidly increased, reflecting the company's strategic alignment with the growing new energy vehicle industry[38] Research and Development - The company applied for 14 new patents during the reporting period, including 3 invention patents and 11 utility model patents, enhancing its technological capabilities[41] - Research and development expenses increased by 19.34% to ¥53,764,422.15 compared to the previous year[68] - The company is focusing on developing low-friction thrust needle bearings, which are expected to enhance product quality and expand market applicability[69] - The company plans to accelerate the R&D and production of key new products, including electric vehicle air conditioning compressors and industrial needle roller bearings[110] Strategic Initiatives - The company has expanded its product offerings to include needle bearings, overrunning clutches, and mechanical components, with a focus on integrated circuits and software development since 2020[19] - The company plans to expand its product applications from traditional vehicles to include new energy vehicles, commercial vehicles, and industrial robots[34] - The company has established stable strategic partnerships with international automotive parts manufacturers, contributing to steady sales growth of its high-tech products[47] - The company has formed a new energy vehicle parts division to accelerate product development and production in response to market trends[38] Market Outlook - The company anticipates a stable growth trajectory in the automotive market for 2023, projecting a growth rate of around 3%[33] - The company faces risks from macroeconomic fluctuations and increased competition in the automotive market, which may impact future performance[112] - The company will closely monitor economic trends and enhance its R&D capabilities to expand market share and improve resilience[113] Governance and Compliance - The company has established a governance structure that includes a board of directors with nine members, three of whom are independent directors, ensuring compliance with relevant regulations[121] - The company adheres to strict information disclosure practices, ensuring timely and accurate communication with shareholders and compliance with insider trading regulations[127] - The company has a clear mechanism for protecting the rights of minority shareholders, ensuring their voices are heard in the decision-making process[179] Employee and Management Practices - The total number of employees at the end of the reporting period was 993, with 964 in the parent company and 29 in major subsidiaries[172] - The company has established a salary distribution policy based on job value, work ability, and performance, ensuring fairness, economic viability, competitiveness, and incentivization[173] - The company has a training program that includes various training opportunities to enhance employee skills and support business development[176] Environmental and Social Responsibility - The company actively implements carbon reduction measures, including optimizing processes and using solar energy, contributing to a decrease in carbon emissions[192] - The company emphasizes energy conservation and has adopted energy-efficient equipment, aiming to enhance energy utilization and reduce consumption[192] - The company has made charitable donations to local organizations to support education and community welfare initiatives[200]