北京市中伦（上海）律师事务所 关于物产中大金轮蓝海股份有限公司 2023 年年度股东大会的 法律意见书 二〇二四年五月 北京 • 上海 • 深圳 • 广州 • 成都 • 武汉 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 香港 • 东京 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Chengdu • Wuhan • Chongqing • Qingdao • Hangzhou • Nan Jing • Haikou •Hong Kong • Tokyo • London • New York • Los Angeles • San Francisco • Almaty 1 法律意见书 2 法律意见书 北京市中伦（上海）律师事务所 关于物产中大金轮蓝海股份有限公司 2023 年年度股东大会的 法律意见书 致：物产中大金轮蓝海股份有限公司 北京市中伦（上海）律师事务所（以下简称"本所"）接受物产中大金轮蓝海 股份有限公司（以下简称"公司"）委托，指派律师出席公司 2023 年年度股东大 会（以下简称"本次 ...

| 证券代码：002722 | 证券简称：物产金轮 | 公告编码：2024-021 | | --- | --- | --- | | 债券代码：128076 | 债券简称：金轮转债 | | 物产中大金轮蓝海股份有限公司 2023 年年度股东大会决议公告 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、本次股东大会无否决议案的情况。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开的基本情况 1、会议召开日期和时间： （1）现场会议召开时间：2024年5月9日（星期四）14:30 （2）网络投票时间：2024年5月9日。其中，通过深圳证券交易所系统进行 网络投票的具体时间为2024年5月9日9:15-9:25、9:30-11:30、13:00-15:00；通 过深圳证券交易所互联网投票系统的具体时间为2024年5月9日9:15-15:00。 2、召开地点：江苏省南通经济技术开发区滨水路6号公司会议室 3、召开方式：现场召开（采取现场投票和网络投票相结合的表决方式） 4、召 集 人：公司董事会 5、主 持 人：郑光良先生 会议的召开 ...

盈利能力持续提升，一季度迎来开门红 [Table_Finance] 公司盈利预测及估值 指标 2022A 2023A 2024E 2025E 2026E 营业收入（百万元） 2836 2789 2980 3223 3463 增长率 yoy% -10% -2% 7% 8% 7% 净利润（百万元） 104 126 146 174 204 增长率 yoy% -19% 21% 16% 19% 17% 每股收益（元） 0.50 0.61 0.71 0.84 0.99 每股现金流量 1.74 1.17 -1.21 0.96 0.82 净资产收益率 4.97% 5.00% 5.60% 6.34% 7.01% P/E 24.8 20.5 17.6 14.8 12.6 P/B 1.2 1.0 1.0 0.9 0.9 备注：股价取自 2024 年 4 月 19 日 分析师：王可 物产金轮(002722)/机械设 备证券研究报告/公司点评 2024 年 4 月 23 日 [Table_Industry] 分析师：谢校辉 Email：xiexh@zts.com.cn 公司持有该股票比例 相关报告 ◼ 事件：4 月 16 日，公司发布 ...

Financial Performance - The company's operating revenue for 2023 was ¥2,789,256,239.77, a decrease of 1.64% compared to ¥3,149,629,670.31 in 2022[26]. - The net profit attributable to shareholders for 2023 was ¥125,640,867.79, representing a 20.75% increase from ¥104,050,814.91 in 2022[26]. - The net profit after deducting non-recurring gains and losses was ¥116,607,093.73, which is a 31.68% increase from ¥88,552,724.53 in 2022[26]. - The basic earnings per share for 2023 was ¥0.62, up 5.08% from ¥0.59 in 2022[29]. - The total assets at the end of 2023 were ¥3,210,435,471, marking a 16.66% increase from ¥2,752,020,910.00 at the end of 2022[29]. - The net assets attributable to shareholders increased by 20.32% to ¥2,510,849,710.00 in 2023 from ¥2,086,953,840.00 in 2022[29]. - The cash flow from operating activities for 2023 was negative at -¥96,481,413.82, compared to ¥144,783,106.02 in 2022[36]. - The company reported a total of ¥9,033,774.06 in non-recurring gains for 2023, down from ¥15,498,090.38 in 2022[37]. - The company's total operating costs were ¥2,358,487,062, with a gross margin of 15.44%, down from the previous year's margin[82]. - The company's total revenue for the industrial sector was ¥2,789,256,230, with a gross margin of 15.44%, reflecting a year-on-year decrease of 1.64% in revenue and a decrease of 3.14% in cost[82]. Business Operations - The main business segments include the research, production, and sales of textile combing equipment and stainless steel decorative materials[21]. - The company is focusing on the production and sales of textile combing tools and stainless steel decorative panels, while also promoting the development of special steel wire and equipment manufacturing[44]. - The company has established a comprehensive research and development system for textile combing equipment, recognized as a "Combing Product R&D Center" by the China Textile Machinery Association[65]. - The company has built stable partnerships with over 5,000 enterprises, ensuring a robust and sustainable growth trajectory for its textile combing equipment business[66]. - The company has developed over 1,000 specifications of textile combing equipment products, enabling rapid response to diverse customer needs and large-scale supply capabilities[70]. - The company has established six technical service centers globally, providing efficient and professional services to users worldwide[70]. - The company has developed a series of new products through collaboration with Nanjing University, enhancing its competitive edge in the market[71]. - The company has received recognition for its stainless steel decorative panels, including being named a "Jiangsu Province Specialized and Innovative Product" and a "Jiangsu Brand Product"[71]. - The company has a strong R&D team and has developed specialized production equipment to improve product quality consistency[71]. - The company has implemented strict quality control measures and possesses advanced testing equipment to ensure product quality meets or exceeds customer standards[72]. Market Trends - In 2023, the textile industry in China saw a profit growth of 7.2%, a significant rebound of 32% compared to 2022, with most sectors showing improved profitability[50]. - The textile industry's comprehensive prosperity index for 2023 was reported at 55.6%, 57.0%, 55.9%, and 57.2% across four quarters, indicating a year-on-year increase of 13.0%, 10.7%, 11.6%, and 10.2% respectively[50]. - The production of stainless steel in China reached 36.68 million tons in 2023, marking a year-on-year increase of 12.59%[54]. - The apparent consumption of stainless steel in China was 31.08 million tons in 2023, reflecting a growth of 10.56% year-on-year[54]. - The national housing completion area in China increased by 17.0% in 2023, with residential completion area growing by 17.2%[54]. - The retail market for home appliances in China reached 849.8 billion yuan in 2023, with a year-on-year growth of 3.6%[55]. - The retail sales of refrigerators in China amounted to 133.3 billion yuan in 2023, reflecting a growth of 7.0% year-on-year[55]. - The retail sales of kitchen and bathroom appliances in China reached 167.0 billion yuan in 2023, with a year-on-year increase of 5.3%[55]. - The global stainless steel crude steel production increased by 2.5% in the first nine months of 2023[54]. - In 2023, China's new energy vehicle production and sales reached 9.587 million and 9.495 million units, respectively, representing year-on-year growth of 35.8% and 37.9%, with a market share of 31.6%, up 5.9% from the previous year[57]. Risks and Challenges - The company acknowledges risks related to raw material price fluctuations, human resources, and asset impairment[5]. - The company is subject to uncertainties in future plans due to macroeconomic and market conditions[5]. - The company faces risks from raw material price fluctuations, particularly in stainless steel, which significantly impacts production costs[161]. - The company is committed to attracting and retaining high-quality talent to mitigate human resource risks associated with business expansion[162]. - The company will monitor goodwill impairment risks related to its acquisition of Senda Decoration and enhance operational management to improve performance[163]. Corporate Governance - The company emphasized its commitment to improving corporate governance and compliance with relevant laws and regulations, ensuring operational transparency and independence from its controlling shareholder[174]. - The company has not engaged in any fund occupation by the controlling shareholder, maintaining independence in business operations and decision-making[174]. - The company has established a network voting platform for shareholder meetings, ensuring equal rights for all shareholders, particularly minority shareholders[175]. - The company plans to enhance its internal control management and improve its internal control system to support sustainable and healthy development[174]. - The company has conducted multiple investor meetings and online communications throughout 2023, with significant participation from various institutional investors[166][169]. - The company has maintained a structured approach to shareholder meetings, adhering to legal requirements and ensuring fair participation[175]. - The company has engaged with various securities firms and investment funds during its investor relations activities, reflecting its proactive communication strategy[166][169]. - The company held its annual general meeting on May 9, 2023, with an investor participation rate of 49.77%[188]. - The first extraordinary general meeting of 2023 was held on September 12, 2023, with a participation rate of 25.61%[188]. - The board of directors consists of 9 members, including 3 independent directors, complying with legal and regulatory requirements[176]. Future Outlook - The company aims for a total operating revenue of RMB 3.2 billion and total operating costs of 2.99 billion for 2024[158]. - The company plans to enhance the sales proportion of high-end products and expand overseas market share[160]. - The company will strengthen technological innovation and optimize key product processes to enhance core competitiveness[160]. - The company is committed to enhancing its competitive edge by improving production efficiency and product quality across various product lines[100]. - The company plans to adjust the investment scale of the high-end stainless steel decorative panel production project and redirect remaining funds to the high-end special steel wire project, as approved in the board meeting on August 18, 2023[141]. - The company is committed to sustainability initiatives, aiming to reduce carbon emissions by 20% over the next five years[192]. - The company has set a performance guidance of 15% revenue growth for the next fiscal year, driven by increased demand in key markets[192]. - The company is actively investing in technology upgrades to improve operational efficiency, targeting a 5% reduction in production costs by the end of 2024[192].

Financial Performance - The company's revenue for Q1 2024 was ¥625,024,060.89, representing a 3.64% increase compared to ¥603,076,331.46 in the same period last year[7] - Net profit attributable to shareholders increased by 88.70% to ¥34,479,340.77 from ¥18,271,564.78 year-on-year[7] - Basic and diluted earnings per share rose by 70.00% to ¥0.17 from ¥0.10 in the same period last year[7] - The company reported a significant increase in net profit after deducting non-recurring gains and losses, which rose by 95.64% to ¥33,897,425.39 from ¥17,326,171.97[7] - Net profit for the period reached CNY 34,477,870.72, significantly higher than CNY 18,323,374.06 in the same period last year, reflecting a growth of approximately 88.5%[28] - The total comprehensive income for the period reached CNY 34,477,870.72, compared to CNY 18,326,724.15 in the previous period, indicating a significant increase[30] Cash Flow - The net cash flow from operating activities improved significantly to ¥8,286,059.68, a 108.59% increase from a negative cash flow of ¥96,481,413.82 in the previous year[7] - Net cash flow from operating activities was CNY 8,286,059.68, a turnaround from a negative cash flow of CNY -96,481,413.82 in the previous period[31] - Cash inflow from operating activities totaled CNY 627,608,123.96, up from CNY 609,423,783.65, while cash outflow decreased to CNY 619,322,064.28 from CNY 705,905,197.47[31] - The net cash flow from financing activities decreased by 98.99% to ¥1,429,833.93, primarily due to the absence of bank loan repayments during the period[15] - Cash flow from financing activities generated a net inflow of CNY 50,403,666.07, down from CNY 192,814,295.38 in the prior period[34] Assets and Liabilities - Total assets at the end of the reporting period were ¥3,255,708,078.81, up 1.41% from ¥3,210,435,471.96 at the end of the previous year[7] - Total liabilities rose to CNY 708,409,311.98, compared to CNY 697,632,960.88, marking an increase of approximately 1.1%[24] - The equity attributable to shareholders of the parent company increased to CNY 2,545,347,438.54 from CNY 2,510,849,712.74, reflecting a growth of about 1.4%[24] Shareholder Information - The total number of common shareholders at the end of the reporting period is 25,013[14] - The largest shareholder, Wuchan Zhongda Yuantong Industrial Group Co., Ltd., holds 23.61% of shares, totaling 48,774,141 shares[14] - The top three shareholders, including Wuchan Zhongda Yuantong Industrial Group Co., Ltd., hold a combined 47.24% of the shares[14] Operational Efficiency - Total operating costs amounted to CNY 572,465,857.24, slightly up from CNY 569,278,815.39, resulting in an operating profit of CNY 44,532,551.18, compared to CNY 24,631,009.98 last year[28] - The company's weighted average return on equity increased to 1.36% from 0.80% year-on-year[7] - The company experienced a 34.89% decrease in receivables financing, down to ¥101,339,365.65 from ¥155,639,358.39[12] - The company’s financial expenses decreased by 57.52% to ¥1,768,011.57 from ¥4,162,116.10 year-on-year[12] - The company reported a 67.18% increase in income tax expenses, amounting to ¥10,138,717.12 compared to ¥6,064,425.25 in the previous year[12] Research and Development - Research and development expenses for the quarter were CNY 9,271,249.14, up from CNY 8,171,467.44, indicating a focus on innovation[26] Investment Activities - The company reported an investment loss of CNY 1,014,920.40, compared to a gain of CNY 469,136.78 in the previous period[28] - The net cash flow from investing activities was CNY -4,737,312.47, compared to CNY -2,989,220.19 in the previous period, indicating increased investment outflows[34] - The company received CNY 619,114,182.95 in cash from sales of goods and services, an increase from CNY 594,932,083.15 in the previous period[31] - The company reported a total cash inflow from investment activities of CNY 407,255.44, significantly lower than CNY 90,416,628.60 in the prior period[34] Inventory and Receivables - Accounts receivable increased to ¥459,955,460.76 from ¥393,105,794.05, reflecting a growth of approximately 17%[18] - Inventory at the end of the period is ¥452,885,342.28, slightly up from ¥444,545,964.42[18] - The total current assets amount to ¥2,087,696,303.07, compared to ¥2,033,937,168.99 at the beginning of the period[18]

Group 1: Company Overview - The company operates in two core industries: textile combing equipment and stainless steel decorative panels, along with two extended industries: special steel wire and equipment manufacturing [2] - The company aims to enhance the competitiveness of its core businesses while continuously expanding its operations in special steel wire and equipment manufacturing [2] Group 2: Market and Client Development - The company has successfully developed a number of high-quality home appliance clients and plans to continue expanding its client base to include other mainstream high-end appliance brands domestically and internationally [3] - The acceptance of stainless steel decorative panels in the home appliance sector is increasing, particularly in high-end products like refrigerators and dishwashers, where the usage rate of stainless steel is still lower than in foreign markets [3] Group 3: Product Performance and Risks - Stainless steel decorative panels are favored for their durability, water resistance, and environmental benefits, making them a preferred material for high-end appliance panels, with low risk of being replaced by other materials [3] - The company does not disclose any significant undisclosed information during the investor relations activity [3]

Group 1: Company Performance and Outlook - The company expects stable order levels across all business segments, maintaining confidence in revenue and profit growth for the upcoming year [2][3] - In the stainless steel decorative panel sector, the company plans to expand its domestic market in high-end home appliances, focusing on value creation and innovation [2][3] - The company is advancing its overseas factory project for stainless steel decorative panels [3] Group 2: Product Development and Market Strategy - Continuous R&D and product improvement in textile combing equipment to enhance the leading position in high-end products [3] - The company is working on high-quality construction of the "high-end special steel wire" project to overcome current capacity bottlenecks and seize domestic market opportunities [3] Group 3: Business Optimization Post-Acquisition - Following the acquisition by Wuchan Zhongda, the company has divested underperforming businesses and investment projects to optimize its business structure [3] - The company will focus on core businesses such as textile combing equipment and stainless steel decorative panels to strengthen its main operations [3] Group 4: Asset Injection Progress - The controlling shareholder is actively promoting the asset injection project related to stainless steel business to resolve industry competition issues [3]

证券代码：002722 证券简称：物产金轮 债券代码：128076 债券简称：金轮转债 物产中大金轮蓝海股份有限公司投资者关系活动记录表 编号：20231114  特定对象调研 分析师会议 投资者关系 □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（腾讯会议） 参与单位名 称及人员姓 信达证券：罗岸阳 名 时间 2023年11 月14日（周二）11:00-15:00 地点 公司部分生产基地、展厅及会议室 董事会秘书：邱九辉 上市公司接 待人员姓名 证券事务代表：潘黎明 本次调研活动，首先由公司副总经理兼董事会秘书邱九辉先 生和证券事务代表潘黎明先生对公司基本情况进行介绍，随后回 答调研人员的提问，主要交流内容如下： 1、上游原材料价格波动对公司不锈钢装饰板业务的影响如 ...

Group 1: Company Overview - The company, Wuchan Zhongda Jinlun Blue Ocean Co., Ltd., maintains a leading position in the textile combing equipment industry, offering a comprehensive range of products to meet various textile needs [2] - The company has established a full industrial chain research system for the design, manufacturing, and development of combing equipment [2] Group 2: Product Advantages - Key advantages of the company's textile combing equipment include: 1. Full coverage of products, providing a complete series of supporting combing equipment for high-speed cotton combing machines [2] 2. Innovation and research capabilities, ensuring continuous improvement and adaptation to market demands [2] 3. A robust sales network and quality customer resources, which support stable and sustainable business growth [2] Group 3: Product Lifecycle and Customer Base - The replacement cycle for textile combing equipment generally ranges from 1 to 3 years, influenced by the type and quality of fibers being processed [3] - The majority of the company's products are sold to downstream textile enterprises for maintenance and replacement needs, with a smaller portion sold as components to machinery manufacturers [3] Group 4: Product Series and Market Positioning - The company's combing equipment is categorized into four series: Wolf Tooth, Pioneer, Diamond, and Blue Diamond, based on performance and market positioning [3] - The Pioneer series targets the domestic mid-to-high-end market, while the Diamond and Blue Diamond series focus on high-end imported products [3] Group 5: Business Expansion Plans - The company plans to expand production capacity primarily in the stainless steel decorative panel and special steel wire sectors [4] - Efforts include exploring high-end home appliance markets domestically and investigating the feasibility of establishing overseas production facilities for stainless steel decorative panels [4] - In the special steel wire sector, the company is initiating a "high-end special steel wire" project to overcome current capacity bottlenecks and seize market opportunities for domestic replacements of imports [4] Group 6: Shareholder Information - The lock-up period for shares subscribed by the company's controlling shareholder from a private placement is set at 36 months from the completion of the issuance [4]

Group 1: Company Overview - The company specializes in stainless steel decorative panels, boasting strong product development capabilities and flexible production management [2][3] - The company has established stable partnerships with high-quality home appliance clients such as Haier and Bosch, leveraging its early market entry and extensive industry experience [3] Group 2: Business Development - The equipment manufacturing segment is in its early development stage, with a small proportion of overall revenue; however, it has shown rapid growth this year, primarily in the domestic market [3] - The company plans to expand its overseas market presence by increasing core market agents and exploring the feasibility of establishing factories abroad [3][4] Group 3: Future Plans - The company aims to enhance its production capacity in the stainless steel decorative panel sector, focusing on high-end domestic markets and reinforcing research and innovation [3][4] - In the special steel wire sector, the company has initiated a project to develop high-end special steel wires to capture the domestic market and replace imports [4]