证券代码：002564 证券简称：*ST 天沃 公告编号：2023-079 苏州天沃科技股份有限公司 关于收到江苏证监局警示函的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 苏州天沃科技股份有限公司（以下简称"公司"）收到中国证券监督管理委 员会江苏监管局（以下简称"江苏证监局"）行政监管措施决定书〔2023〕92 号 《关于对苏州天沃科技股份有限公司及相关责任人采取出具警示函行政监管措 施的决定》（以下简称"《警示函》"），现将相关事项公告如下： 一、行政监管措施决定书的相关内容 "苏州天沃科技股份有限公司及司文培、易晓荣、俞铮庆、彭真义、王煜、徐超： 经查，苏州天沃科技股份有限公司（以下简称公司）2023 年 1 月 31 日披露 《2022 年度业绩预告》，预计 2022 年度归属于上市公司股东的净利润（以下简 称归母净利润）为-17.70 亿元。2023 年 3 月 28 日，公司披露《2022 年度业绩快 报》，预计归母净利润-17.60 亿元，同时披露归属于上市公司股东的所有者权益 （以下简称归母净资产）预计为 4,619.07 万元。 公 ...

Financial Performance - The company reported a negative net profit for 2022, with both the pre-tax and post-tax net profits showing negative values[8]. - The company reported a total revenue of RMB 1.5 billion for the fiscal year 2022, representing a year-over-year increase of 15%[20]. - The company's revenue for 2022 was ¥3,590,671,997.54, a decrease of 47.25% compared to ¥6,806,791,172.15 in 2021[39]. - The net profit attributable to shareholders for 2022 was -¥3,945,162,327.58, representing a decline of 469.02% from -¥693,319,761.12 in 2021[39]. - The cash flow from operating activities for 2022 was -¥475,037,136.79, an improvement of 22.82% compared to -¥615,484,148.17 in 2021[39]. - The company reported a net profit of RMB 300 million, a 10% increase from the previous year, with a net profit margin of 20%[20]. - The operating profit was CNY -35.89 billion, down 319.55% year-on-year, and the net profit attributable to shareholders was CNY -39.45 billion, a decline of 469.02%[72]. - The company reported a quarterly revenue of ¥1,380,765,038.49 in Q1 2022, which decreased to ¥594,495,178.67 in Q3 2022[44]. Audit and Compliance - The company has received a qualified audit opinion from its auditing firm, indicating significant uncertainties regarding its ability to continue as a going concern[7]. - The company is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws[10]. - The company's 2022 financial report received a qualified opinion from the auditing firm Zhonghua Certified Public Accountants, and the ongoing investigation by the China Securities Regulatory Commission has left uncertainties regarding its impact on financial status and cash flow[194]. - The company emphasizes the importance of maintaining shareholder interests and urges investors to be aware of potential investment risks[193]. Asset Management and Restructuring - The company plans to sell 80% of its subsidiary, Zhongji Power Engineering Co., Ltd., to maintain its operational viability[12]. - The company is currently in the process of planning a major asset restructuring, which is still in the negotiation phase[13]. - The company has acknowledged multiple significant risks and uncertainties affecting its financial status and operations[7]. - The company is accelerating the divestment of non-core equity investments to focus on its main businesses, with a strategic plan to streamline operations and improve asset management efficiency[62]. Market and Growth Prospects - The company anticipates optimistic growth prospects in the renewable energy sector, driven by the continuous high-speed growth of wind and solar power installations, despite facing risks from subsidy policy adjustments and market competition[51]. - The company is expanding its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[20]. - The company expects a revenue growth of 20% for the next fiscal year, projecting total revenue to reach RMB 1.8 billion[20]. - The company is focusing on high-end, intelligent, and green development strategies, concentrating on three main business sectors: energy engineering, energy chemical equipment, and national defense construction[126]. Operational Challenges - The company has experienced a significant increase in non-operating losses, with total non-recurring gains and losses amounting to ¥210,761,900.44 in 2022[47]. - The company is facing risks related to industry environment changes, which could impact its order acquisition capabilities[133]. - The company is at risk of project quality issues that could lead to increased costs and potential legal disputes[135]. - The company is monitoring international market conditions to mitigate risks associated with overseas project settlements[137]. Leadership and Governance - The company has established a complete governance structure with a board of directors, supervisory board, and senior management, ensuring effective operation and compliance with regulations[146]. - The company is actively managing its leadership transitions, with multiple resignations and appointments occurring throughout 2022 and early 2023[165][166]. - The company has made several management adjustments, including the appointment of Sha Yunfeng as the executive vice president on April 27, 2022[165]. - The company is focused on maintaining operational stability during the transition period of its board and management[164]. Research and Development - Research and development expenses increased by 30%, totaling RMB 200 million, focusing on advanced technology solutions[20]. - The company has obtained a Class B qualification in engineering design for the power industry, enhancing its capabilities in renewable energy projects[67]. - The company is developing a flexible photovoltaic support system aimed at addressing challenges in large-span photovoltaic power stations, with significant economic benefits expected upon successful development[87]. - The company is actively participating in the development of clean energy, fine chemicals, and special materials to improve profitability and sustainability in the high-end equipment sector[124]. Financial Risks and Liabilities - The company has undergone changes in its controlling shareholder, with the latest change occurring on December 5, 2022, when it became a subsidiary of Shanghai Electric Holding Group Co., Ltd.[38]. - The company’s financial liabilities total CNY 283,833,600.00, reflecting its obligations under various loan agreements[97]. - The company has a significant equity investment in Zhongji Guoneng, which is involved in power engineering design and consulting[117]. - The company has pledged shares of Zhanghua Machine (Suzhou) Heavy Industry Co., Ltd. with a total book value of CNY 1,000,000,000.00 for various loans[99][100][101][102][105][106]. Strategic Initiatives - The company aims to transform its business model to become a comprehensive energy solution provider, focusing on quality improvement and risk control[139]. - The company is implementing a "three reductions and one increase" initiative aimed at reducing interest-bearing liabilities, accounts receivable, and costs while enhancing profitability in its core business[61]. - The company plans to deepen industrial adjustments and improve operational quality with the support of its controlling shareholder, Electric Power Holdings[71]. - The company is focused on expanding its market presence and enhancing its governance structure following recent leadership changes[171].

Financial Performance - The company's revenue for Q1 2023 was ¥877,730,250.37, a decrease of 36.43% compared to ¥1,380,765,038.49 in the same period last year[5] - The net loss attributable to shareholders was ¥235,078,369.87, representing a significant decline of 12,666.15% from a profit of ¥1,870,727.78 in Q1 2022[5] - The company's operating income was significantly impacted by a reduction in sales from its energy engineering segment[8] - Total operating revenue for Q1 2023 was ¥877,730,250.37, a decrease of 36.4% compared to ¥1,380,765,038.49 in the same period last year[15] - Net loss for Q1 2023 was ¥286,831,787.95, compared to a net profit of ¥4,950,190.08 in Q1 2022[15] - Basic and diluted earnings per share for Q1 2023 were both -0.274, compared to 0.002 in Q1 2022[17] - The company's total equity attributable to shareholders of the parent company was -¥2,373,547,577.40, worsening from -¥2,138,508,742.43 year-on-year[14] Cash Flow - The net cash flow from operating activities improved to ¥99,240,529.88, a 113.59% increase from a negative cash flow of ¥730,497,818.47 in the previous year[5] - Cash inflow from operating activities increased significantly to ¥1,524,738,436.39, compared to ¥905,994,619.25 in the same period last year[18] - Total cash outflow from operating activities amounted to ¥1,425,497,906.51, down from ¥1,636,492,437.72 in the previous year[19] - Cash inflow from financing activities reached ¥2,759,500,000.00, a substantial increase from ¥637,000,000.00 in Q1 2022[19] - The net cash flow from financing activities was -¥159,157,861.18, compared to -¥120,000,491.84 in the same period last year[19] - The ending balance of cash and cash equivalents was ¥535,863,519.21, a decrease from ¥1,206,424,484.47 at the beginning of the period[19] - Cash outflow for employee compensation was ¥148,091,109.49, slightly lower than ¥149,721,197.59 in Q1 2022[19] - Cash paid for taxes was ¥24,940,299.41, significantly reduced from ¥57,614,428.20 in the previous year[19] - The company did not report any cash inflow from investment activities in Q1 2023, with a net cash flow from investment activities of -¥9,402,610.40[19] Assets and Liabilities - The total assets at the end of Q1 2023 were ¥23,228,515,456.29, down 2.39% from ¥23,796,902,917.98 at the end of the previous year[5] - The company's total liabilities decreased slightly to ¥25,670,086,736.52 from ¥25,951,702,288.19 in the previous year[14] - The company's cash and cash equivalents decreased to CNY 857,743,492.67 from CNY 1,004,047,945.91 at the beginning of the year, reflecting a decline of approximately 14.6%[13] - Accounts receivable decreased to CNY 4,361,705,295.31 from CNY 4,786,531,492.78, indicating a reduction of about 8.9%[13] - Inventory increased to CNY 2,140,768,896.73 from CNY 1,998,785,503.87, representing an increase of approximately 7.1%[13] - The total current assets decreased to CNY 19,441,065,417.10 from CNY 20,010,223,801.86, a decline of about 2.8%[13] - Non-current assets slightly increased to CNY 3,787,450,039.19 from CNY 3,786,679,116.12, showing a marginal increase of 0.2%[13] Shareholder Information - The company had a total of 65,627 common shareholders at the end of the reporting period[9] - Shanghai Electric Group held a 15.42% stake in the company, while individual shareholder Chen Yuzhong held a 15.29% stake, with a portion of shares pledged and frozen[9] - The company reported a total of 132,458,814 shares held by Shanghai Electric Holding Group Co., Ltd., representing a significant portion of the total share capital[10] - The top ten shareholders collectively hold a significant number of shares, with the largest individual shareholder, Chen Yuzhong, holding 131,290,074 shares, accounting for 15.29% of the total share capital[10] Other Financial Metrics - The company reported a 181.51% increase in non-operating income, totaling ¥2,078,879.72, primarily due to penalty income received during the period[8] - Research and development expenses for Q1 2023 were ¥41,986,785.85, down from ¥47,397,046.43 in the previous year[15] - Other comprehensive income after tax for the parent company was ¥62,732.15, an increase from ¥50,049.94 in the previous year[17] - The report for Q1 2023 was not audited[20] - The company is focused on maintaining its market position and exploring new strategies for growth, although specific future outlooks and guidance were not detailed in the provided documents[12]

Group 1: Company Overview and Strategy - Zhangjiagang Chemical Machinery Co., Ltd. is focusing on maximizing platform value by exploring various consumer demands from 75 million users [2] - The company aims to expand its business model from C2C to B2C and B2B, leveraging capital market resources for growth [3] - The restructuring decision, including renaming to "Tianwo Technology," reflects a commitment to technology and internet industry trends [4] Group 2: Product Development and Market Position - 5173 has previously engaged in hardware sales and is now considering cross-selling to fully exploit customer needs [3] - The company is actively developing a new mobile app to enhance user experience and compete with existing mobile trading companies [3] - 5173 holds nearly 50% market share in the end-game trading sector, with competitors like Taobao at 10.5% and Paipai at around 7% [5] Group 3: Regulatory Environment and Future Prospects - The company is the first in the industry to obtain a license for virtual currency trading from the Ministry of Culture, ensuring legal compliance [4] - Future plans include entering the online social networking space and enhancing community engagement through mobile platforms [4] - The company is exploring the potential of virtual goods, including lottery tickets and cryptocurrencies, as part of its business expansion [5] Group 4: Competitive Landscape and Challenges - The gaming industry is highly competitive, with major players like Alibaba and Tencent posing significant challenges [5] - 5173 is focusing on building a strong team and employee incentive plans to drive growth and maintain competitive advantage [3] - The company recognizes the need for strategic adjustments to enhance market presence and user experience before considering monetization [3]

Group 1: Company Performance and Market Trends - The trading volume of 5173 decreased slightly in 2013, with a further decline in the first half of 2014, reflecting slow growth in the online gaming industry [3] - 5173 has over 75 million users, with more than 3 million monthly active users, indicating strong consumer potential [3] - The overall user complaint rate improved from 1.9% to 0.41%, showcasing enhanced service quality [3] Group 2: Strategic Initiatives and Business Model - 5173 is transitioning from a client-based gaming platform to include mobile and web-based games, with a focus on restructuring its trading platform [4] - The company plans to increase cooperation with 120,000 internet cafes, potentially adding 6 million offline users, which is crucial for surpassing a 50% market share [6] - The revenue structure consists of a 3:2 ratio between item trading and account trading, with labor costs accounting for about one-third of total revenue [7] Group 3: Future Growth and Market Expansion - The expected growth in mobile and web-based gaming is anticipated to double, with significant increases in transaction volumes [10] - The company aims to expand its product offerings beyond gaming, including lottery and digital products, to enhance market share [10] - The online gaming market is projected to grow at an annual rate of approximately 15%, with the total market size reaching 40.2 billion in 2014 [11] Group 4: Management and Corporate Governance - The acquisition of 5173 is seen as a strategic move to enhance the company's competitive edge and investor confidence [8] - The lock-up period for major shareholders is set at one year, which is in line with regulatory requirements for major asset restructuring [9] - The management emphasizes a cautious approach to growth, ensuring that performance metrics are realistic and achievable [12]

1 证券代码： 002564 证券简称 : 天沃科技 编号： 2015-003 苏州天沃科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |--------------|--------------------------|-----------------------------------------------------------------------------------------------------------------------------| | | □ | 特定对象调研 □分析师会议 | | 投资者关系活 | □ | 媒体采访 ■业绩说明会 | | 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） | | 参与单位名称 | 广大投资者 | | | 及人员姓名 | | | | 时间 | 2015 年 5 月 6 | 日 15:00~17:00 | | 地点 | 深圳证券交易所网络平台网 | 全景网（ http://irm.p5w.net ） | | 上市公司接待 | | 天 ...

1 证券代码： 002564 证券简称 : 天沃科技 编号： 2015-004 苏州天沃科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |--------------|--------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | | □ | 特定对象调研 □分析师会议 | | 投资者关系活 | □ | 媒体采访 □业绩说明会 | | 动类别 | □ 新闻发布会 □路演活动 | | | | □ 现场参观 | | | | ■ | 其他 天沃科技终止重大资产重组交流会 | | 参与单位名称 | 广大投资者 | | | 及人员姓名 | | | | 时间 | 2015 年 5 月 27 | 日 8:30~10:30 | | 地点 | 深圳证券交易所网络平台网 | 全景网（ http://irm.p5w.net ） | | 上市 ...

证券代码： 002564 证券简称 : 天沃科技 编号： 2015-002 苏州天沃科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |--------------|-----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------| | | □ | 特定对象调研 □分析师会议 | | 投资者关系活 | □ | 媒体采访 □业绩说明会 | | 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） | | 参与单位名称 | 13 家媒体、机构的 | 14 名记者及 7 名个人：南京中铭投资，张杰；浙江在线， 林星宇；张家港日报，钱海燕；城报，金亮、王娴晖；焦作众信安商贸 郝霄；凤 | ...

Group 1: Company Overview and Investor Relations - Suzhou Tianwo Technology Co., Ltd. held an investor meeting on March 20, 2015, attended by 8 representatives from various institutions including Dongxing Securities and Guotai Junan [2] - The meeting took place at Tianwo Technology's headquarters in Jiangsu Province, focusing on the company's coal efficient clean utilization technology, T-SEC [2][3] Group 2: Market Context and Technology - China's energy consumption structure is heavily reliant on coal, projected to account for 60% of total energy consumption by 2020, driven by economic growth [3] - The T-SEC technology is a key method for achieving efficient and clean coal utilization, developed through strategic partnerships and technology acquisition [3] Group 3: T-SEC Technology Features - T-SEC technology is adaptable to over 60 types of coal and biomass, with high conversion rates and environmental benefits [3] - The technology minimizes harmful emissions and simplifies wastewater treatment, with COD levels only 1% of fixed bed systems [3] Group 4: Market Demand and Future Prospects - From 2014 to 2018, China's synthetic gas demand is expected to increase by 65.8 million cubic meters per hour, necessitating approximately 351 gasification units based on a 3000 tons/day standard [3] - Tianwo Technology anticipates rapid growth in the gasification furnace sector, having secured significant contracts in 2015 [3] Group 5: Strategic Direction and Challenges - The company is focusing on internal quality improvement and structural adjustments to enhance profitability amidst industry challenges [4] - Tianwo Technology aims to maintain core manufacturing capabilities while expanding into nuclear power and other high-value sectors [4]

证券代码： 002564 证券简称：天沃科技 编号： 2015-008 苏州天沃科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |----------------|--------------------------------|--------------------------------------------------------------------------| | | □ | 特定对象调研 ■分析师会议 | | 投资者关系活 | □ | 媒体采访 □业绩说明会 | | 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） | | 参与单位名称 | 家机构的调研人员 | 和北投资 庄和杨；泰信基金 董季周；国泰君安证券 黄琨；工银瑞信 修世宇等多 | | 及人员姓名 | | | | 时间 | 2015 年 8 月 27 日 | 15:30~17:30 | | 地点 | 上海市裕景酒店 | | | 上市公司接待 | | 天沃科技董事、新煤化工设计院负责人张剑先生 | | 人员姓名 | | | ...