木林森股份有限公司 独立董事关于第五届董事会第七次会议相关事项的独立意见 根据《公司法》、《上市公司独立董事规则》、《深圳证券交易所股票上 则》（以下简称"《股票上市规则》"）、《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》、《公司章程》及《独立董事工作制度》 等相关法律、法规、规范性文件的有关规定，我们作为木林森股份有限公司（以 下简称"公司"）的独立董事，认真审阅了公司向我们提交的相关资料，基于客 观、独立判断的立场，对 2023 年半年度关联方资金占用及公司对外担保事项进 行了审核，发表以下专项说明及独立意见： 一、公司控股股东及其他关联方占用公司资金情况 报告期内，公司与关联方的资金往来均为正常经营性资金往来，与控股股东 及其他关联方不存在与《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》规定相违背的情形。公司不存在控股股东及其他关联方违规占 用资金的情况。 二、关于对外担保的主要情况 报告期内，公司及控股子公司对外担保实际发生额为 577,645.99 万元（均 为公司对下属子公司的担保），占公司报告期末净资产的 42.32%。 米哲 叶蕾 2023 ...

证券代码：002745 证券简称：木林森 公告编号：2023-034 木林森股份有限公司 关于2023年半年度计提减值准备的公告 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、本次计提信用减值准备和资产减值准备的概况 为客观、公允反映公司 2023 年半年度财务状况和经营成果，根据《企业会 计准则》及公司会计政策等相关规定，基于谨慎性原则，公司对截至 2023 年 6 月 30 日合并财务报表范围内的各类资产进行了全面清查和减值测试，根据测试 结果对存在减值迹象的资产相应计提了减值准备。2023 年 1-6 月，公司共计提 减值准备 40,467,969.99 元。具体计提减值准备情况如下： | 项目 | 2023 年 1-6 月计提金额（元） | | --- | --- | | 信用减值损失 | 36,189,557.81 | | 其中：应收账款信用减值损失 | 36,939,949.46 | | 应收票据坏账损失 | 0.00 | | 其他应收款坏账损失 | -750,391.65 | | 资产减值损失 | 4,278,412.18 | | 其中： ...

证券代码：002745 证券简称：木林森 2023 年 6 月 16 日木林森股份有限公司投资者关系活动记录表 编号：2023-005 特定对象调研 □分析师会议 □媒体采访 □业绩说明会 投资者关系活动 □新闻发布会 □路演活动 类别 □现场参观 □其他 榕树投资 王洪、丁煜、黄安麟、陈俊杰 跨越基金 梁纯杰、魏登 承泽资产 林宇鑫 优美利 雷志强 参与单位名称及 智信创富 叶淼 人员姓名 和聚基金 申龙、刘启 博闻投资 张学武、曾元丰 金数基金 曾兴波 海利祥基金 肖兵 珞珈方圆 谢舜、彭月亭 时间 2023 年 6 月 16 日 | --- | --- | |----------------|----------------------------------------------------------| | 地点 | 广东省深圳市南山区同乐路 1002 号留仙文化园 2 栋 3 楼会议 | | | 室 | | 上市公司接待人 | | | | 员姓名 投资者关系总监 郭仙掌 | 一、参观朗德万斯实验室，介绍公司的基本情况 二、问答环节 投资者关系活动 1.继 5 月涨价 5-10%之后，6 月继续提 ...

Group 1: Business Operations and Strategy - The company is implementing a "Brand + Intelligent Manufacturing" operational model to enhance profitability while balancing traditional and new business segments [3] - The new business initiatives will primarily be advanced in the form of brand operations with minimal fixed asset investment [3] - The company plans to leverage its supply chain and logistics capabilities to maintain high gross and net profit margins in its energy storage business [3] Group 2: Financial Performance and Debt Management - The company's debt ratio has decreased from 70% in 2018 to 40%, achieved through reduced capital expenditures and improved cash flow management [5] - The company aims to further lower its debt ratio by adjusting its business structure and enhancing profitability [5] Group 3: Market and Product Development - The company is focusing on expanding its LED business and entering new markets such as plant lighting and energy storage, leveraging its brand advantages [4] - The company has established partnerships with universities and research institutions for its plant lighting business, targeting large-scale agricultural enterprises [5] Group 4: Marketing and Sales Channels - The company has developed mature offline sales channels through regional agents and engineering channel merchants, while also actively promoting online marketing through platforms like Tmall and Douyin [5] - The company is collaborating with major smart platforms to integrate IoT capabilities into its smart lighting products [4]

股票代码：002745 股票简称：木林森 2023 年 5 月 10 日木林森股份有限公司投资者关系活动记录表 编号：2023-003 投资者关系活动类 别 □特定对象调研 □分析师会议 □媒体采访 √业绩说明会 □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） 参与单位名称及人 员姓名 线上参与公司木林森 2022 年度网上业绩说明会的投资 者 时间 2023 年 05 月 10 日（星期三）下午 15:00-17:00 地点 "约调研"微信小程序 上市公司接待人员 姓名 董事长：孙清焕先生 财务总监兼董事会秘书：李冠群先生 独立董事：米哲先生 投资者关系活动主 要内容介绍 1、问：请问贵司管理层，公司 2022 年度营收利润双降 是什么原因？另外今年一季度也是增收不增利，请公司 解答，谢谢 答：尊敬的投资者，您好。感谢您的提问，2022 年度， 受海外区域冲突和宏观经济环境变化的影响，国内需求 大幅下降，海外工厂关停导致费用增加，综合因素影响 了全年业绩情况。今年前两个月，国内需求持续疲软， 影响了国内制造业务利润率水平。 2、问：请问孙董，目前贵司是否有布局无主灯业务？今 年的布 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 4,079,732,454.84, representing a 2.13% increase compared to CNY 3,994,609,216.96 in the same period last year[15] - Net profit attributable to shareholders decreased by 22.62% to CNY 140,781,842.33 from CNY 181,940,220.62 year-on-year[15] - The total comprehensive income attributable to the parent company decreased by 31.28% year-on-year, primarily due to a decrease in net profit[21] - Basic and diluted earnings per share were both $0.09, compared to $0.12 in the previous period, indicating a decline of 25%[36] - The net profit for the current period is approximately ¥137.44 million, down from ¥178.45 million in the previous period, indicating a decrease of about 23%[48] - The total profit for the current period is approximately ¥186.01 million, down from ¥228.32 million in the previous period, indicating a decrease of about 18.5%[48] Cash Flow - The net cash flow from operating activities increased significantly by 237.01%, reaching CNY 363,651,904.84, compared to a negative cash flow of CNY -265,427,695.28 in the previous year[15] - The net cash flow from investment activities increased by 514.44% year-on-year, mainly due to cash inflows from investment activities[24] - The cash and cash equivalents net increase for the current period rose by 99.83% year-on-year, primarily due to the net cash flow from operating activities[30] - The net cash flow from financing activities was negative at approximately -¥722.58 million, an improvement from -¥933.76 million in the previous period[51] Assets and Liabilities - Total assets decreased by 4.03% to CNY 23,919,223,459.41 from CNY 24,923,300,299.66 at the end of the previous year[15] - The company's total liabilities decreased, with trading financial liabilities down by 33.77% due to a reduction in derivative financial instruments[10] - The non-current liabilities due within one year decreased by 44.91% compared to the beginning of the period, primarily due to the repayment of due borrowings[20] - Total liabilities decreased to approximately $10.32 billion from $11.45 billion, a reduction of about 9.8%[47] - Non-current liabilities decreased to approximately $1.59 billion from $1.67 billion, a decline of about 4.5%[47] Equity - The total equity attributable to shareholders increased slightly by 0.96% to CNY 13,542,229,580.54 from CNY 13,413,479,091.49 at the end of the previous year[15] - Total equity attributable to the parent company increased to approximately $13.54 billion from $13.41 billion, reflecting a growth of about 0.9%[47] - Unappropriated profits rose to approximately $3.94 billion from $3.80 billion, an increase of about 3.7%[47] Investment and Income - Investment income decreased by 87.92% compared to the same period last year, primarily due to reduced earnings from long-term equity investments accounted for using the equity method[10] - Interest income increased by 46.63% year-on-year, mainly due to the increase in interest income[21] - The fair value change income increased by 120.16% year-on-year, primarily due to the fair value changes of derivative financial instruments[21] Other Financial Metrics - The company's weighted average return on net assets was 1.04%, down from 1.36% in the previous year[15] - The foreign currency financial statement translation difference increased by 81.95% year-on-year, primarily due to the impact of foreign currency exchange rates[21] - Contract liabilities increased to approximately $55.38 million from $43.43 million, marking an increase of about 27.0%[47] - Cash paid for the purchase of fixed assets, intangible assets, and other long-term assets decreased by 60% year-on-year, mainly due to reduced asset investments[24] - The company reported a significant increase in cash received from the disposal of fixed assets, intangible assets, and other long-term assets, which rose by 235.41% compared to the previous year[19] Research and Development - Research and development expenses increased to approximately ¥126.57 million from ¥107.55 million, showing a growth of about 17.7%[48]

证券代码：002745 证券简称：木林森 公告编号：2023-017 木林森股份有限公司 关于举行2022年度网上业绩说明会的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，公告不存在虚假记载、误导性 陈述或者重大遗漏。 木林森股份有限公司（以下简称"公司"）已于2023年04月18日在巨 潮 资 讯 网 （http://www.cninfo.com.cn/）上披露了《木林森2022年年度报告》。 2023 年 4 月 27 日 参与方式一：在微信小程序中搜索"约调研"； 参与方式二：微信扫一扫以下二维码： 投资者依据提示，授权登入"约调研"小程序，即可参与交流。 出席本次网上说明会的人员有：董事长孙清焕先生；财务总监兼董事会秘书李冠群先生； 独立董事米哲先生。 敬请广大投资者积极参与。 特此公告。 木林森股份有限公司董事会 为便于广大投资者进一步了解公司2022年年度经营情况，公司定于2023年05月10日（星期 三）下午15:00至17:00时在"约调研"小程序举行2022年度网上业绩说明会。本次网上业绩说 明会将采用网络远程的方式举行，投资者可登陆"约调研"小程序参与互动交流。为广泛听取 投资 ...

Product Development and Innovation - The company is currently developing a flexible LED strip and lighting device that reduces the occupied space and improves ease of use compared to traditional storage methods[3]. - The R&D of an anti-glare LED downlight is ongoing, aiming to enhance user comfort and protect eye health by minimizing glare[4]. - The company has successfully developed a semiconductor power module that effectively mitigates thermal stress, achieving expected technical indicators and receiving positive customer feedback[5]. - An anti-static integrated circuit board has been developed, addressing issues of static electricity and dust accumulation, with successful market introduction[6]. - The flexible LED strip design allows for compact storage and easy handling, replacing traditional bulky storage methods[3]. - The company is focusing on reducing production costs and improving the reliability of its power supply modules through innovative designs[4]. - The company is developing a high-performance air disinfection machine that meets disinfection product registration standards, targeting hospitals and public institutions to expand its business scope[10]. - The enhanced version of the multifunctional air purifier can remove harmful substances such as fine particulate matter, formaldehyde, and benzene, and is suitable for spaces of approximately 10 square meters[10]. - The company is expanding its product line with multiple models of multifunctional air purifiers designed for different room sizes, including versions for 20 and 40 square meters[10]. - The company is developing deep ultraviolet disinfection devices to eliminate harmful microorganisms in indoor environments, which are increasingly sought after due to rising health concerns[12]. - The company is also working on vehicle-mounted air purifiers to address air quality issues in cars, responding to growing consumer demand for healthier driving experiences[12]. - The company completed the independent R&D of air quality monitoring products, enhancing the visibility of air quality in public spaces[16]. - The development of the "Ceiling Forest Oxygen Bar" product has been completed, achieving CQC certification to enhance product credibility[16]. - The company is developing a new product line, "Forest Oxygen Bar 3.0," to upgrade existing products and meet market demands[16]. - The company has launched a new health ceiling-mounted deodorizer, which is currently in development, aimed at improving indoor air quality[14]. - The company has completed the development of a UV radiation detector to showcase the effectiveness of its UV sterilization technology[16]. - The company has developed a new type of LED that improves luminous efficiency by eliminating pure loss components, achieving a 10% increase in light efficiency compared to traditional PVC materials[149]. - The smart solar lamp project includes features for lighting, warning, and mobile phone charging, with a waterproof rating of IP67, suitable for various complex environments[149]. - The 3D dynamic art lamp project is expected to generate annual revenue exceeding tens of millions, enhancing the company's technical capabilities and market competitiveness[153]. - The company aims to complete the development of an adjustable tunnel lamp, addressing the "black hole" and "white hole" effects during vehicle entry and exit, thus improving safety[153]. - The smart waterproof and dustproof LED linear light project has achieved its technical indicators and is ready for mass production, enhancing the company's innovation capabilities[154]. - The company has completed the development of an automatic cleaning solar street light, enhancing product performance and market competitiveness, which is expected to bring considerable revenue[155]. - The intelligent LED wall washer light project has been completed, achieving expected technical specifications and market readiness, with improved functionality and stability[155]. - The company has launched a smart city directional sign that can be easily adjusted, receiving positive market feedback[158]. - The development of an intelligent LED light with insect-repelling effects has been completed, enriching the product line and increasing market share, leading to significant economic benefits[158]. - The new design of LED traffic lights uses 14 watts to produce the same light output as traditional incandescent bulbs, significantly reducing energy consumption[161]. - The company has developed a tightly connected outdoor linear light fixture base, simplifying installation and enhancing innovation capabilities[161]. - The company has completed the development of an adjustable solar floodlight, enhancing product performance and market competitiveness, leading to significant revenue gains[165]. - A new municipal integrated smart lighting pole has been developed, featuring remote control and management capabilities, which can significantly save electricity and reduce maintenance costs[165]. - The waterproof color-consistent light source module and linear light development project has been completed, with products already launched in the market and receiving positive feedback[165]. - The company has developed a full-color point-controlled waterproof LED string, enhancing product variety and addressing specific market needs[182]. - A high-efficiency low-glare LED downlight has been developed, achieving a brightness of over 100lm/W and meeting global voltage requirements[186]. - The company introduced a no-wire LED strip, improving production efficiency and product quality through automated manufacturing processes[186]. - A chip-level packaging process for LED strips has been developed, significantly reducing production costs and enhancing market competitiveness[186]. - The company has developed a 3-in-1 LED controller that integrates power supply, control, and human-machine interaction, simplifying usage and reducing costs for consumers, with an expected annual sales volume of over 10,000 units, generating input revenue of over 1 million[189]. - The new high-efficiency, high-thermal-conductivity panel light is expected to sell over 500,000 units annually, creating direct economic value exceeding 7 million, addressing market pain points and enhancing product quality[189]. - The company plans to launch a PVC mesh with fluorescent effects, anticipated to sell over 100,000 meters annually, generating over 4 million in economic value, enhancing outdoor lighting aesthetics and functionality[190]. - The low-voltage bipolar LED strip light is projected to sell over 1 million meters annually, significantly reducing costs and improving product quality and performance, with a promising market outlook[190]. - The company has developed a new high-efficiency smart split solar street light, which aims to enhance the product chain and increase market share, leading to significant economic benefits[199]. - A multi-purpose outdoor lighting fixture has been created, addressing the limitations of existing single-use outdoor lights, thereby reducing production costs for manufacturers[199]. - The company has completed the development of a patch-type LED lamp bead that improves safety and maintenance efficiency, enhancing product performance and market competitiveness[199]. Financial Performance - Operating cash inflow decreased by 19.05% to ¥17.86 billion in 2022 from ¥22.06 billion in 2021[18]. - Net cash flow from operating activities plummeted by 95.91% to ¥163.80 million in 2022 compared to ¥4.01 billion in 2021[18]. - Investment cash inflow surged by 85.98% to ¥1.98 billion in 2022, primarily due to cash received from investment recoveries[19]. - Net cash flow from investment activities skyrocketed by 2,030.01% to ¥1.14 billion in 2022 from ¥53.50 million in 2021[18]. - Cash outflow from financing activities decreased by 48.79% to ¥3.91 billion in 2022, mainly due to debt repayment[19]. - The net increase in cash and cash equivalents was a decrease of 115.03%, totaling -¥1.03 billion in 2022[18]. - Investment income accounted for 23.05% of total profit, primarily from interest income on principal-protected financial products[20]. - The company reported a significant asset impairment loss of ¥178.56 million, representing -73.72% of total profit[20]. - Cash and cash equivalents at year-end amounted to ¥3.95 billion, constituting 15.83% of total assets[21]. - Accounts receivable decreased to ¥3.49 billion, representing 14.00% of total assets, compared to ¥4.01 billion in the previous year[21]. - The total revenue for the company reached approximately 2.23 billion CNY, with a net profit of around 317.61 million CNY, reflecting a strong performance in the LED industry[33]. - The company reported a significant increase in total assets, amounting to approximately 16.42 billion CNY, and a net asset value of about 13.15 billion CNY[33]. - The company plans to enhance its R&D capabilities and production capacity to ensure sustainable and high-quality development in 2023[37]. - The company aims to optimize its business structure and deepen overseas operations while focusing on customer-centric high-quality products and services[37]. - The company is actively participating in the formulation of industry standards to seize market opportunities and adjust its R&D strategy according to market demand[40]. - The company faced challenges in maintaining profitability, with some subsidiaries reporting significant losses, such as a net loss of approximately 62.86 million CNY from one subsidiary[33]. - The company’s LED materials segment showed a revenue increase of 4.65% compared to the previous period, indicating a positive trend in this area[47]. - The company has achieved a 100% investment progress in the repayment of interest-bearing debts, amounting to 78,000 million[49]. - The company has not experienced any significant changes in the feasibility of its projects during the reporting period[52]. - The total planned investment for the projects mentioned is 197,942.35 million, with an actual investment of 7,215.69 million during the reporting period, leading to a cumulative investment of 118,981.15 million[52]. - The company reported a total revenue of 1.5 billion RMB for the fiscal year 2022, representing a year-over-year increase of 10%[134]. - User data indicates a growth in active users by 15% compared to the previous year, reaching 2 million active users[134]. - The company has provided a revenue guidance of 1.8 billion RMB for the fiscal year 2023, which reflects an expected growth of 20%[134]. - New product launches include a smart lighting solution that is projected to contribute an additional 200 million RMB in revenue in 2023[134]. - Market expansion efforts include entering three new international markets, which are expected to generate an additional 300 million RMB in revenue by the end of 2023[134]. - The company has completed a strategic acquisition of a local competitor for 500 million RMB, which is anticipated to enhance market share by 5%[134]. - The company plans to implement a new marketing strategy that aims to increase brand awareness by 30% over the next year[134]. - Employee headcount has increased by 10% to support growth initiatives, totaling 1,200 employees as of the end of 2022[134]. - The company has reported a total compensation of 698.3 million RMB for directors and senior management during the reporting period[136]. - The total sales amount from the top five customers reached ¥4,334,667,239.90, accounting for 26.24% of the annual total sales[177]. - Customer A contributed ¥1,142,022,334.69, representing 6.91% of the annual sales, while Customer B contributed ¥888,386,060.92, accounting for 5.38%[180]. - The total purchase amount from the top five suppliers was ¥1,562,646,245.63, which is 13.07% of the annual total purchases[181]. - Sales expenses decreased by 3.04% to ¥2,428,470,761.95 compared to the previous year, while management expenses decreased by 6.10% to ¥905,025,741.78[181]. - R&D expenses saw a significant reduction of 45.99%, totaling ¥297,154,652.44, primarily due to decreased costs in materials and labor[181]. - The company reported a cash dividend of 148,416,639.90 yuan, representing 13.41% of the total profit distribution, with a profit distribution base of 1,484,166,399 shares[193]. - The company has not proposed any cash dividend distribution plan despite having positive profits available for distribution to shareholders[193]. - There are no employee stock ownership plans or other incentive measures implemented during the reporting period[195]. Research and Development - The number of R&D personnel decreased by 20.01% from 1,664 in 2021 to 1,331 in 2022, with the proportion of R&D personnel increasing from 7.79% to 8.97%[17]. - R&D investment amount fell by 45.99% from ¥550,147,520.51 in 2021 to ¥297,154,652.44 in 2022, with the proportion of R&D investment to operating revenue decreasing from 2.96% to 1.80%[17]. - The number of R&D personnel under 30 years old decreased by 39.72% from 637 in 2021 to 384 in 2022[17]. - The company is committed to product innovation and market expansion to adapt to the rapidly evolving LED industry[38]. - The company has established joint laboratories to integrate technological innovation resources and promote the industrialization of relevant technologies[40]. - The company is focused on risk management, particularly regarding technological obsolescence and currency fluctuations[41]. - The company aims to enhance production capacity and efficiency by optimizing production processes and implementing lean production principles[60]. - The company is focusing on digital transformation to enhance information technology and data analysis capabilities[86]. - The company is strengthening market operation management to mitigate risks associated with market fluctuations and uncertainties[88]. - The company has implemented a performance management system for employee bonuses, aligning compensation with job value and professional capabilities[174]. Governance and Management - The company maintains a strict governance structure, ensuring independence from its controlling shareholder in operations and decision-making[72]. - The company maintains financial independence with its own financial management department and accounting system, ensuring no interference from controlling shareholders[74]. - The organization is fully independent from controlling shareholders, with a clear structure and internal management system in place[75]. - There are no competitive or unfair related transactions between the company and its controlling shareholders or other enterprises they control[77]. - The company plans to optimize its organizational structure and business processes to improve efficiency and productivity[85]. - The company emphasizes the importance of maintaining the rights and interests of stakeholders, ensuring balanced development[93]. - The company has established a dedicated team for investor relations and information disclosure, adhering to regulatory requirements[95]. - The company is focused on maintaining strong governance practices, as evidenced by the structured approach to board meetings and decision-making processes[121]. - The company has a commitment to transparency, with all board meeting resolutions disclosed on the official information platform[117]. - The company’s board has been proactive in nominating candidates for the new board, ensuring continuity in leadership[121]. - The company has a structured approach to board remuneration and performance assessment, ensuring accountability[114]. - The company has a diverse leadership team with a mix of experience and roles across different subsidiaries[110]. - The company is focused on maintaining transparency in its remuneration practices for directors and senior management[114]. - The company held multiple board meetings throughout 2022, with significant resolutions passed on January 14, March 29, April 27, August 16, August 25, September 1, October 27, November 8, and December 28[117]. - The company reported that no board members raised objections to company matters during the reporting period[118]. - The company experienced changes in its board composition, with several members, including independent directors and the board secretary, leaving their positions on September 1, 2022, due to term expirations[125]. - The company’s board of directors is now led by Sun Qinghuan, who has been with the company since its inception in 1997 and has held various leadership roles[125]. - The audit committee and nomination committee conducted their work diligently, ensuring compliance with relevant laws and regulations[121]. - The company has established a performance evaluation system linking the performance of senior management directly to their income[114]. - The company has implemented a fair and transparent compensation mechanism, with total employees receiving salaries amounting to 14,842[174]. Market and Competitive Landscape - The market demand for air disinfection machines is increasing, driven by heightened awareness of indoor air quality, providing opportunities for business expansion[12]. - The company is actively involved in various subsidiaries and partnerships, indicating a strategy for market expansion[110]. - The company is preparing for future growth with a stable board structure and experienced leadership in place[125].