苏州扬子江新型材料股份有限公司 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（续） 编制单位：苏州扬子江新型材料股份有限公司 单位：人民币万元 苏州扬子江新型材料股份有限公司 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：王梦冰 主管会计工作负责人：滕凤娟 会计机构负责人： 许睿彧 附表： 单位：人民币万元 非经营性资金占用 资金占用方名称 占用方与上 市公司的关 联关系 上市公司核 算的会计科 目 2023 年期 初占用资金 余额 2023 年半年 度占用累计 发生金额 （不含利 息） 2023 年半 年度占用资 金的利息 （如有） 2023 年半 年度偿还 累计发生 金额 2023 年 6 月期末占 用资金余 额 占用 形成 原因 占用性 质 控股股东、实际控制人 及其附属企业 非经营 性占用 小计 前控股股东、实际控 制人及其附属企业 胡卫林（通过苏州汇丰圆物资贸易有 限公司占用） 前大股东 其他应收款 5,673.33 116.97 1,010.00 4,780.30 资金往 来 非经营性 占用 小计 5,673.33 116.97 1,010.00 ...

一、审议通过了《2023 年半年度报告》及《2023 年半年度报告摘要》 证券代码：002652 证券简称：扬子新材 公告编号：2023-08-06 苏州扬子江新型材料股份有限公司 第五届董事会第二十八次会议决议公告 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。 苏州扬子江新型材料股份有限公司（以下简称"公司"）第五届董事会第二十 八次会议于二〇二三年八月二十三日以现场结合线上视频的方式召开，本次会议 由王梦冰女士主持，应参加会议董事 9 人，实际参加会议董事 9 人，符合《公司 法》和《公司章程》的有关规定。经与会董事审议，以投票表决方式，通过了如 下议案： 经与会董事审核认为：公司《2023 年半年度报告》及《2023 年半年度报告 摘要》所载内容真实、准确、完整地反映了公司的实际情况，不存在任何虚假记 载、误导性陈述或者重大遗漏，报告编制和审核的程序符合法律、行政法规和中 国证监会的规定。 具体详见公司于指定信息披露媒体《中国证券报》、《证券时报》、《证券 日报》和巨潮资讯网（www.cninfo.com.cn）披露的《2023 年半年度报告摘要》 （ ...

证券代码：002652 证券简称：扬子新材 公告编号：2023-08-03 苏州扬子江新型材料股份有限公司 关于俄联合股权转让事项的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、股权转让基本情况 苏州扬子江新型材料股份有限公司（以下简称"公司"）于 2023 年 3 月 7 日 召开的第五届董事会第二十四次会议、2023 年 3 月 24 日召开的 2023 年第二次 临时股东大会审议通过了《关于拟与中民居家签订俄联合股权转让协议暨关联交 易的议案》。控股股东方中民未来控股集团有限公司（以下简称"中民未来"）为 了帮助与扶持公司解决历史遗留问题，使公司走出困境健康发展，指定其全资子 公司中民居家养老产业有限公司（以下简称"中民居家"）以 1,010 万元（该项投 资的账面价值）受让公司持有的俄罗斯联合新型材料有限公司（以下简称"俄联 合"）51%股权。 同时，中民居家承诺在股权交割完毕后，加快联系、督促、推动对俄联合的 审计工作，审计师由公司聘请，费用由公司承担。若审计发现 2022 年俄联合 51% 净资产超出 1,010 万元人民币，超出部 ...

报告期内，在董事会带领下，公司管理层积极协调各方，督促胡卫林归还占 款 1,010 万元，截至本独立意见披露日，胡卫林占用资金余额为 4,780.30 万元。 我们已会同公司董事会、监事会及经营管理层持续督促胡卫林采取有效措施，积 极筹措资金尽快解决非经营性资金占用问题，以消除对公司的不利影响，保护公 司及其他投资者的合法权益。 独立董事关于相关事项的独立意见 我们作为苏州扬子江新型材料股份有限公司（以下简称"公司"）的独立董事， 根据《上市公司独立董事规则》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等法律法规及《公司章程》及《独立董事制度》 等相关规章制度的有关规定，本着促进公司加强经营管理、提升规范治理的目的， 对公司工作履行必要监督和提供建设性意见。 现就公司以下相关事项基于独立判断立场，发表独立意见如下： 一、关于公司关联方资金占用以及对外担保情况的核查 根据中国证监会证监发[2022]26 号《上市公司监管指引第 8 号——上市公司 资金往来、对外担保的监管要求》规定和要求，我们对公司 2023 年半年度对外 担保情况及关联方占用资金情况进行了认真的核查，相关说明及独 ...

证券代码：002652 证券简称：扬子新材 公告编号：2023-08-02 苏州扬子江新型材料股份有限公司 第五届董事会第二十七次会议决议公告 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。 苏州扬子江新型材料股份有限公司（以下简称"公司"）第五届董事会第二 十七次会议于二〇二三年八月十日以通讯方式召开，本次会议由王梦冰女士主持， 应参加会议董事 9 人，实际参加会议董事 9 人，符合《公司法》和《公司章程》 的有关规定。经与会董事审议，以投票表决方式，通过了如下议案： 一、审议通过了《关于公司高管职务调整及聘任财务总监的议案》 因工作调整需要，洛涛先生不再担任公司副总经理职务，仍担任公司北京分 公司负责人职务；石福明先生不再担任公司财务总监职务，仍在公司子公司担任 其他职务。截至目前，洛涛先生、石福明先生未持有公司股份。 经董事长提名，公司董事会提名委员会审核，公司拟聘任滕凤娟女士为公司 财务总监，任期自董事会审议通过之日起至第五届董事会届满之日止。 表决结果：同意 9 票，反对 0 票，弃权 0 票。 特此公告。 苏州扬子江新型材料股份有限公司 董事会 二 ...

苏州扬子江新型材料股份有限公司 独立董事关于相关事项的独立意见 我们作为苏州扬子江新型材料股份有限公司（以下简称"公司"）的独立董事， 根据《上市公司独立董事规则》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等法律法规及《公司章程》、《独立董事制度》 等相关规章制度的有关规定，本着促进公司加强经营管理、提升规范治理的目的， 对公司工作履行必要监督和提供建设性意见。 现就公司以下相关事项基于独立判断立场，发表独立意见如下： 综上所述，我们同意公司第五届董事会第二十七次会议聘任滕凤娟女士为公 司财务总监。上述聘任符合《公司法》、《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》和公司章程的有关规定，不存在损害公司 及其他股东利益的情况。我们认为公司第五届董事会第二十七次会议审议的关于 聘任公司财务总监事项是合理的，其决策程序合法，符合公司的根本利益，不存 在损害公司和全体股东，特别是中小股东利益的情形。 （此页无正文，为苏州扬子江新型材料股份有限公司独立董事对相关事项的独立 意见的签字页） 独立董事： 宋 刚 孟鸿志 武长海 二〇二三年八月十日 一、对聘任财务 ...

Financial Performance - The company's revenue for Q1 2023 was ¥103,920,240.20, a decrease of 10.07% compared to ¥115,553,353.30 in the same period last year[5] - The net loss attributable to shareholders was ¥6,110,167.07, which improved by 10.21% from a loss of ¥6,804,698.93 in the previous year[5] - The net profit for Q1 2023 was -6,110,167.07 CNY, compared to -6,804,768.00 CNY in Q1 2022, indicating a slight improvement in losses[20] - Operating profit for Q1 2023 was -5,981,963.42 CNY, worsening from -3,904,088.92 CNY in the same period last year[20] - The company reported a total comprehensive loss of -6,110,167.07 CNY for Q1 2023, compared to -6,804,768.00 CNY in Q1 2022[21] Cash Flow - The net cash flow from operating activities decreased by 86.43%, down to ¥3,253,326.68 from ¥23,967,266.34 in the same period last year[5] - The net cash flow from operating activities for Q1 2023 was 3,253,326.68 CNY, significantly lower than 23,967,266.34 CNY in Q1 2022[23] - The company reported a 143% decrease in net cash flow from financing activities, primarily due to the repayment of bank loans[8] - Cash and cash equivalents decreased by 59% compared to the beginning of the period, attributed to reduced cash inflow from operating activities and loan repayments[10] - The total cash flow from investing activities was 10,044,625.00 CNY in Q1 2023, compared to -5,971,625.00 CNY in Q1 2022, indicating a positive shift[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥556,602,653.81, reflecting a decrease of 7.11% from ¥599,180,301.48 at the end of the previous year[5] - The total current liabilities as of March 31, 2023, were CNY 333,157,145.35, a decrease from CNY 369,560,588.37 at the beginning of the year[17] - The total assets as of March 31, 2023, were CNY 556,602,653.81, down from CNY 599,180,301.48 at the beginning of the year[17] - The company reported a net loss of CNY 334,233,426.21 in retained earnings as of March 31, 2023, compared to a loss of CNY 328,123,259.14 at the beginning of the year[17] Earnings Per Share - The company's basic and diluted earnings per share were both -¥0.0119, an improvement of 10.53% compared to -¥0.0133 in the same period last year[5] - The basic and diluted earnings per share for Q1 2023 were both -0.0119 CNY, slightly better than -0.0133 CNY in Q1 2022[21] Operational Costs - The total operating costs for the first quarter of 2023 were CNY 109,186,232.97, down 8.7% from CNY 119,529,948.81 in the previous year[19] - Research and development expenses for Q1 2023 were 167,753.26 CNY, reflecting the company's ongoing commitment to innovation[20] - The company incurred financial expenses of 4,505,155.03 CNY in Q1 2023, compared to 5,041,867.12 CNY in Q1 2022, showing a reduction of approximately 10.6%[20] Investment Activities - The company experienced a 268% increase in net cash flow from investing activities, primarily due to the sale of trading financial assets[10] - The company completed the transfer of its 51% stake in Russian United to Zhongmin Home for CNY 10,100,000.00 on March 7, 2023[13] - The company received CNY 10,100,000.00 from the first phase of debt repayment agreement with Hu Weilin and Defeng International[12] - The company has not been able to find potential buyers for its 51% stake in Russian United New Materials Co., Ltd. since announcing the sale in April 2022[13] Future Plans - The company plans to continue exploring options for market expansion and new product development in the upcoming quarters[12]

Financial Performance - The company reported a significant increase in revenue for 2022, reaching RMB 1.5 billion, representing a year-on-year growth of 15%[1]. - The company's operating revenue for 2022 was ¥483,903,049.32, a decrease of 26.31% compared to ¥656,664,778.91 in 2021[20]. - The total revenue for the year 2022 was 729.702 million, a significant increase from 547.276 million in 2021, representing a growth of approximately 33.2%[90]. - The net profit attributable to shareholders was -¥36,213,154.93, an improvement of 35.31% from -¥55,980,852.72 in the previous year[20]. - The company reported a net profit of 182.426 million for 2022, compared to 0 in 2021, indicating a substantial turnaround[90]. - The net cash flow from operating activities was ¥21,327,132.32, a significant increase of 110.95% compared to -¥194,832,749.53 in 2021[20]. - The net cash flow from operating activities improved significantly, reaching ¥21,327,132.32 compared to a net outflow of ¥194,832,749.53 in the previous year, marking a 110.95% increase[58]. - The company reported a total financial asset value of 186,962,643.20 yuan at the end of the reporting period, with a significant increase in receivables from 25,324,115.03 yuan to 40,896,190.54 yuan[62]. Market Expansion and Strategy - The company has set a revenue target of RMB 1.8 billion for 2023, indicating a growth forecast of 20%[1]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by 2025[1]. - The company plans to expand its market presence by entering three new regions in 2023, aiming for a 15% increase in market share[90]. - A strategic acquisition of a local competitor is in progress, which is anticipated to enhance production capacity by 25%[1]. - A strategic acquisition of a local competitor is expected to be finalized in Q2 2023, which will enhance production capabilities[101]. - The company is exploring potential mergers and acquisitions to enhance its product portfolio and market reach, with a focus on complementary technologies[90]. Research and Development - The company is committed to enhancing its R&D capabilities, with an investment of RMB 100 million planned for the next fiscal year[1]. - New product development includes the launch of three innovative materials, expected to contribute an additional RMB 300 million in revenue[1]. - New product development initiatives are underway, with an investment of 50 million allocated for R&D in advanced materials technology[90]. - Investment in R&D increased by 30%, focusing on innovative materials and technologies to enhance product offerings[99]. Operational Efficiency and Cost Management - The company has implemented various cost reduction and efficiency enhancement measures, including strengthening accounts receivable management and inventory control[35]. - The company aims to reduce operational costs by 15% through efficiency improvements in the supply chain[100]. - The company will enhance management efficiency and cost control, focusing on optimizing the cost accounting and analysis system[73]. - The company has maintained a stable production environment by improving equipment management and quality control processes, which has effectively reduced customer complaint rates[35]. Compliance and Governance - The company has faced an investigation by the China Securities Regulatory Commission for alleged information disclosure violations, with no conclusive results yet[77]. - The company is committed to enhancing corporate governance and business development through the expertise of its independent directors[113]. - The company aims to improve its compliance and governance practices in response to regulatory feedback and past violations[103]. - The company strictly adheres to the information disclosure requirements set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, ensuring transparency and protecting the rights of minority investors[84]. Environmental and Safety Compliance - Environmental and safety compliance measures are being strengthened to mitigate regulatory risks[4]. - The company is committed to safety production and environmental protection, aiming to build a low-carbon green industrial park[72]. - The company has maintained compliance with environmental regulations, with all wastewater and air emissions meeting the required standards[130]. - The company has implemented a comprehensive environmental monitoring plan, ensuring compliance with pollution discharge standards through third-party assessments[132]. Shareholder and Stakeholder Relations - The company respects and protects the legitimate rights and interests of stakeholders, ensuring a balance of interests among society, shareholders, the company, and employees[84]. - The company emphasizes the protection of shareholder and creditor rights, ensuring fair participation in major decisions through online voting and separate counting for minority shareholders[136]. - The company has a repayment plan in place, with monthly payments of 500,000 RMB until the debt is cleared[142]. Challenges and Risks - The management highlighted potential risks including raw material price fluctuations and increased labor costs, which could impact future profitability[4]. - The company is facing challenges from the upstream steel industry, which is experiencing high costs and reduced demand[28]. - The company has been actively resolving historical financial risks, recovering 19,983.64 million yuan of funds occupied by shareholder Hu Weilin, with a remaining balance of 5,673.33 million yuan by the end of 2022[37].

Financial Performance - The company's revenue for Q3 2022 was ¥136,851,162, a decrease of 17.44% compared to ¥165,761,000 in the same period last year[5]. - The net profit attributable to shareholders was ¥6,766,115, reflecting a significant increase of 1,255.00% from ¥499,344.60 in the previous year[5]. - Total operating revenue for the period was CNY 366,583,829.85, a decrease of 25.5% compared to CNY 491,725,445.78 in the previous period[19]. - The net profit for the period was a loss of CNY 23,418,394.68, compared to a profit of CNY 1,216,041.11 in the previous period, indicating a significant decline[22]. - The total comprehensive income for the period was a loss of CNY 23,418,394.68, compared to a gain of CNY 1,216,041.11 in the previous period[22]. - Earnings per share (EPS) for the period was -0.0457, compared to 0.0024 in the previous period, reflecting a substantial decrease[22]. Cash Flow - The net cash flow from operating activities was ¥47,329,010, representing a 130.02% increase compared to ¥20,566,000 in the same period last year[5]. - The company reported a net cash flow from operating activities of CNY 47,329,017.34, a turnaround from a negative cash flow of CNY -157,654,188.74 in the previous period[23]. - The net cash flow from investment activities was -2,522,896.71 CNY, compared to 1,034,824.12 CNY in the previous year[24]. - The total cash inflow from financing activities was 764,406,064.73 CNY, while cash outflow was 808,489,874.90 CNY, resulting in a net cash flow of -44,083,810.17 CNY[24]. - The cash and cash equivalents at the end of the period amounted to 11,558,221.82 CNY, compared to 12,588,438.59 CNY in the previous year[24]. - The company incurred a cash outflow of 794,010,000.00 CNY for debt repayment during the quarter[24]. - The cash flow from financing activities in the previous year was significantly higher, with inflows of 405,539,865.78 CNY[24]. Assets and Liabilities - The total assets at the end of the reporting period were ¥699,734,324.02, a decrease of 6.55% from ¥748,811,658.72 at the end of the previous year[5]. - The company's total assets as of September 30, 2022, amount to CNY 699,734,324.02, a decrease from CNY 748,811,658.72 at the beginning of the year[17]. - The company's total liabilities as of September 30, 2022, are CNY 443,823,169.31, down from CNY 469,482,109.33 at the beginning of the year[17]. - Current assets decreased to CNY 386,864,815.06 from CNY 560,497,029.72 at the beginning of the year[16]. - Short-term borrowings decreased to CNY 339,454,015.54 from CNY 427,174,049.47 at the beginning of the year[17]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 23,956[11]. - The largest shareholder, Nanning Yiran Elderly Industry Partnership, holds 30.00% of shares, totaling 153,600,000 shares, which are fully pledged[11]. - The company’s equity attributable to shareholders was CNY 241,297,545.22, down from CNY 264,715,829.78, indicating a decrease in shareholder value[21]. Expenses and Investments - Research and development expenses increased due to new projects initiated by subsidiaries[10]. - The company reported a 36% decrease in sales expenses, attributed to lower marketing and export miscellaneous costs[10]. - Long-term equity investments increased by 512% due to asset swaps involving the acquisition of the Jianchuang Fund's assets[10]. - The company experienced a 63% decrease in investment income, primarily due to increased losses from equity-method accounted associates[10]. - The company recorded a financial expense of CNY 11,950,266.37, which included interest expenses of CNY 17,669,840.10, up from CNY 13,981,082.62 in the previous period[19]. - Research and development expenses were CNY 804,029.38, with no previous period data available for comparison[19]. Government Subsidies and Related Transactions - The company received government subsidies amounting to ¥32,800 in the current period, totaling ¥220,228.59 year-to-date[8]. - The company has not disclosed any related party transactions or financing activities involving the top ten shareholders[11]. Other Information - The company did not undergo an audit for the third quarter report[25]. - Balote's shareholding was diluted from 51.22% to 47.20% after the company opted not to participate in a capital increase, resulting in it no longer being a consolidated subsidiary[13]. - The company has provided operational loans to its former subsidiary Balote, with a cumulative loan balance of CNY 27.4 million as of December 2019[13].

Financial Performance - The company's operating revenue for the first half of 2022 was approximately ¥229.73 million, a decrease of 29.52% compared to ¥605.43 million in the same period last year[22]. - The net profit attributable to shareholders was a loss of approximately ¥16.65 million, a significant decline of 1,070.74% compared to a profit of ¥4.09 million in the previous year[22]. - The basic earnings per share were -¥0.0325, a decrease of 1,084.85% from ¥0.0080 in the same period last year[22]. - The company's gross profit margin declined, leading to a net profit attributable to shareholders of -¥16,652,169.04, a decrease of 1,070.74% year-on-year[32]. - The company reported a net loss of -17,292,739.16 yuan for the first half of 2022, compared to a net profit of 1,653,902.13 yuan in the same period of 2021, indicating a significant decline in profitability[152]. - The total comprehensive income for the first half of 2022 was CNY 15,402.55 million, an increase from CNY 15,355.69 million in the same period last year, representing a growth of approximately 0.31%[164]. Cash Flow and Liquidity - The net cash flow from operating activities increased by 108.68% to approximately ¥11.68 million, compared to ¥1.77 million in the same period last year[22]. - The company generated a net cash flow from operating activities of 11,676,595.81 yuan, a turnaround from a negative cash flow of -134,520,411.63 yuan in the same period last year[154]. - Cash and cash equivalents decreased to 4,013,832.71, representing 0.57% of total assets, down from 44,325,518.08 (5.92%), a decrease of 5.35% due to the maturity of bank acceptance bills and a reduction in deposit guarantees[52]. - The company reported a significant impact on liquidity due to a large amount of non-operating fund occupation[107]. - The company's cash flow from financing activities showed an inflow of 541,563,284.97 CNY, up from 326,110,127.83 CNY in the previous period[158]. Assets and Liabilities - The total assets at the end of the reporting period were approximately ¥701.87 million, down 6.27% from ¥748.81 million at the end of the previous year[22]. - The company's total liabilities decreased from RMB 469,482,109.33 on January 1, 2022, to RMB 439,188,591.73 as of June 30, 2022, representing a reduction of about 6.4%[141]. - The company's total equity as of June 30, 2022, was RMB 262,677,277.95, down from RMB 279,329,549.39 at the beginning of the year, indicating a decrease of approximately 5.9%[141]. - The long-term equity investments surged to 174,686,134, representing 24.89% of total assets, up from 26,085,552 (3.48%), an increase of 21.41% primarily due to asset swaps[52]. Shareholder and Equity Information - The company plans not to distribute cash dividends or issue bonus shares for this reporting period[5]. - As of the announcement date, the controlling shareholder, Nanning Yiran, holds 153,600,000 shares, representing 30% of the total shares; if the judicial auction is completed, this will reduce to 99,900,000 shares, or 19.51%[64]. - A total of 81,239,573 shares held by the controlling shareholder have been frozen, accounting for 52.89% of their holdings and 15.87% of the company's total shares[62]. - The company has not implemented any stock incentive plans or employee shareholding plans during the reporting period[72]. Environmental Compliance - The company reported a total wastewater discharge of 3931.2 tons for COD, which is below the standard limit of 300 mg/l[74]. - The ammonia nitrogen discharge was recorded at 20.12 mg/l, also below the standard limit of 25 mg/l[74]. - The company has a total of 2 VOCs emission points, with a recorded emission of 80.6 mg/m³, exceeding the standard limit of 50 mg/m³[75]. - The company has implemented an emergency response plan for environmental incidents, which was revised in August 2020 and is currently valid[77]. Risk Factors and Challenges - The company faces various risk factors as detailed in the management discussion and analysis section, which investors are encouraged to review[4]. - The ongoing COVID-19 pandemic has adversely affected the company's operations and those of its major customers and suppliers, with the end of the pandemic remaining uncertain[66]. - The company is facing uncertainties regarding the repayment of funds occupied by shareholder Hu Weilin, influenced by global events such as the COVID-19 pandemic and the Russia-Ukraine conflict[65]. Strategic Initiatives - The company aims to enhance product diversification and expand application fields in response to increasing user demands in various industries[30]. - The company is actively seeking new growth points in industries supported by national policies while maintaining stable operations in its existing new materials business[38]. - The company is exploring potential mergers and acquisitions to accelerate growth and enhance its competitive position in the market[165]. Governance and Compliance - The company has established a compliance management system to enhance governance and risk control capabilities, ensuring sustainable and healthy development[40]. - The company has implemented strict fund approval procedures and enhanced centralized fund management to mitigate financial risks[97]. - The company has taken measures to improve transparency and compliance in its financial operations following regulatory feedback[97].