二〇二三年九月 关于南兴装备股份有限公司 2023 年第一次临时股东大会的 法律意见书 广东君信经纶君厚律师事务所 关于南兴装备股份有限公司 2023 年第一次临时股东大会的 法律意见书 致：南兴装备股份有限公司 广东君信经纶君厚律师事务所接受南兴装备股份有限公司（下称"南兴 股份"）的委托，指派陈晓璇律师、周佳律师（下称"本律师"）出席南兴 股份于 2023 年 9 月 15 日召开的 2023 年第一次临时股东大会（下称"本次 股东大会"），并根据《中华人民共和国公司法》（下称"《公司法》"）、 《中华人民共和国证券法》（下称"《证券法》"）、中国证券监督管理委 员会《上市公司股东大会规则》（下称"《股东大会规则》"）及南兴股份 《章程》的规定，就本次股东大会的召集和召开程序、出席会议人员资格、 召集人资格、表决程序、表决结果等事项出具法律意见。 （二）本次股东大会现场会议于 2023 年 9 月 15 日下午在广东省东莞市 沙田镇进港中路 8 号南兴股份会议室召开。本次股东大会由南兴股份董事长 - 1 - 詹谏醒主持，就《股东大会通知》列明的审议事项进行了审议。 （三）本次股东大会已在《股东大会通知》规 ...

Group 1: Company Overview - Nanjing Equipment Co., Ltd. was founded in 1996 and listed on the Shenzhen Stock Exchange in May 2015, becoming the first A-share listed furniture equipment manufacturing company in China [2] - The company has developed the first home industry 4.0 intelligent production line in China, catering to the needs of customized furniture production enterprises [2] - In 2018, the company acquired 100% equity of Unique Network, a well-known provider of data center, cloud network services, and digital solutions [3] Group 2: Performance Growth Factors - The company's products have been continuously optimized and upgraded, receiving full recognition from customers [3] - Adjustments in sales strategies have contributed to performance growth [3] - Increased focus on the development of distributor channels has further supported sales [3] Group 3: Downstream Demand for Specialized Equipment - Rising consumer quality demands have led major furniture brands to consider partial upgrades to existing production lines, creating new demands for supporting production lines and intelligent sorting [3] - Mid-tier brands are also driving the demand for equipment upgrades due to quality and efficiency improvements [3] - New entrants from industries such as board materials and ceramics are expected to create significant opportunities for the company [3] - Strategies from downstream furniture companies to stimulate consumer markets will increase both equipment demand and quality requirements [3] - The trend of domestic equipment having a better cost-performance ratio is evident, with a clear shift towards domestic alternatives [3] - Recent technological advancements have significantly improved the efficiency of the company's products, such as the new dual-station six-sided drill, which can achieve over 9 pieces per minute [3] Group 4: Export and Future Development - The company is focusing on international markets, with gradual growth in export volumes [4] - Compared to foreign products, the company offers competitive advantages in quality, price, service, and delivery time [4] - The IDC business has maintained steady growth, with plans to expand resource quantity and collaborate deeply with major public cloud operators [4]

Group 1: Company Performance - In the first half of 2023, the company's operating revenue reached 1.832 billion CNY, a year-on-year increase of 30.11% [2] - The net profit attributable to shareholders was 162 million CNY, reflecting a year-on-year growth of 10.01% [2] - Revenue from specialized equipment amounted to 1.047 billion CNY, with a year-on-year increase of 34.87% [2] - IDC business revenue for the same period was 785 million CNY, showing a year-on-year growth of 24.26% [3] Group 2: Industry Insights - The woodworking machinery industry remains relatively stable despite fluctuations in the real estate market, driven by the rise of customized home furnishings [3] - The demand for upgraded production equipment is increasing to meet the flexible production needs of the customized home furnishing sector [3] - Domestic equipment is becoming more cost-effective, with some technologies surpassing foreign counterparts, leading to an irreversible trend of import substitution [3] Group 3: Order and Market Outlook - The company has a healthy order backlog, with increased demand from regional distributors and leading enterprises for new production lines [3] - Recent real estate policies are expected to stimulate both new and second-hand housing markets, positively impacting the renovation market [3] - The company is optimistic about market conditions for the second half of the year [3] Group 4: Product and Technology Development - The company has optimized and upgraded its products across various stages, introducing new products for cutting, drilling, and edge banding [3] - The dual-station six-sided drilling machine can achieve processing efficiency of over 9 pieces per minute, meeting customer demands [3] - The latest laser edge banding machine is a domestically developed innovation, with major clients transitioning to fully domestic production lines [3] Group 5: International Market Performance - The company's export volume has reached a historical high, with specialized equipment exports accounting for approximately 18% in the first half of 2023 [4] - There is significant potential for international sales growth, particularly in BRICS countries and regions involved in the Belt and Road Initiative [4] Group 6: Financial Considerations - In 2023, the company distributed a cash dividend of 177,273,547.80 CNY (tax included) for the 2022 fiscal year [4] - The proposed cash dividend for the first half of 2023 is 3 CNY per 10 shares, totaling 88,636,773.90 CNY (tax included) [4] - The company aims to balance shareholder returns with long-term business development needs [4]

Dividend and Financial Performance - The company plans to distribute a cash dividend of 3 RMB per 10 shares to all shareholders, based on a total of 295,455,913 shares[5]. - The company's operating revenue for the first half of 2023 was ¥1,831,783,208.21, representing a 30.11% increase compared to ¥1,407,834,460.92 in the same period last year[23]. - Net profit attributable to shareholders was ¥161,557,606.31, up 10.01% from ¥146,851,172.95 year-on-year[23]. - Basic earnings per share rose to ¥0.5468, reflecting a 10.02% increase from ¥0.4970 in the same period last year[23]. - The total revenue for the first half of 2023 was approximately CNY 1,649,219,342.35, representing a year-on-year increase of 30.66%[85]. - The company reported a significant increase in sales revenue from providing goods and services, reaching ¥2,189,270,107.23 in the first half of 2023, compared to ¥1,554,618,918.56 in the same period of 2022, representing a growth of approximately 40.7%[190]. Financial Reporting and Governance - The report emphasizes the importance of accurate and complete financial reporting, with all board members present for the meeting[5]. - The report indicates that the company is committed to maintaining transparency in its financial disclosures and corporate governance[21]. - The half-year financial report has not been audited, indicating a preliminary assessment of financial performance[131]. - The company has not faced any environmental penalties during the reporting period and complies with relevant environmental laws[116]. Market Expansion and Strategic Initiatives - The company is focused on expanding its market presence and developing new technologies in the machinery sector[14]. - The company is actively pursuing strategies for market expansion and potential mergers and acquisitions[14]. - The company plans to enhance its market expansion strategy, focusing on new product development and technological innovation[198]. - The company is exploring potential mergers and acquisitions to bolster its market position[136]. Research and Development - The company continues to invest in research and development to enhance its product offerings and technological capabilities[14]. - The R&D center is recognized as a provincial-level technology center, focusing on market-driven product development and utilizing advanced design technologies[58]. - The company has allocated a budget of 20 million for research and development of new technologies[136]. - The company aims to increase its R&D expenditure by 10% in the next fiscal year to support new technology initiatives[198]. Risk Management - The company has outlined potential risks and responses in the report, urging investors to be aware of investment risks[5]. - The company faces risks related to inventory impairment due to increased raw material stocking, which could lead to unsold inventory if market conditions change[104]. - The company is addressing the risk of accounts receivable collection delays due to the rapid expansion of its business and the diverse nature of its client base[105]. Corporate Social Responsibility - The report highlights the company's commitment to social responsibility and environmental sustainability[21]. - The company raised ¥122,917.76 for charity during the "Guangdong Poverty Alleviation Day and Dongguan Charity Day" event, which will be allocated to the employee mutual aid fund[118]. - The company donated ¥300,000 for the renovation of the Dongguan Listed Companies Association member activity center to support non-profit organizations[118]. Financial Position and Assets - Total assets at the end of the reporting period were ¥4,043,218,759.96, a 3.11% increase from ¥3,921,448,951.66 at the end of the previous year[23]. - The cash and cash equivalents at the end of the reporting period were CNY 480,951,937.94, accounting for 11.90% of total assets, a decrease of 1.10% from the previous year[91]. - The total liabilities of the company stood at 1,141.92 million, with a liability-to-asset ratio of 58.6%[199]. Customer and Market Insights - The global furniture market is projected to reach $650.7 billion by 2027, with a growth of 27.64% from 2020[33]. - The Chinese custom home furnishing industry is expected to reach ¥527.1 billion in 2023, driven by increasing demand and capacity expansion in furniture manufacturing[33]. - The company has a strong customer base with long-term relationships across various industries, enhancing brand image and customer loyalty[77]. Operational Efficiency - The company employs a procurement model combining "production-based ordering" with safety stock, ensuring stable and high-quality supply from well-known suppliers[56]. - The production model is demand-driven, with monthly adjustments based on sales forecasts and inventory levels to maintain safety stock[56]. - The company has developed advanced manufacturing capabilities with a range of precision processing equipment, ensuring product quality and stability[73].

证券代码：002757 证券简称：南兴股份 南兴装备股份有限公司投资者关系活动记录表 编号：2023-IR004 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活动 | □媒体采访 业绩说明会 | | | □新闻发布会 □路演活动 | | 类别 | □现场参观 | | | □其他 | | 活动参与人员 | 参与公司 2022 年度网上业绩说明会的投资者 | | | 董事长詹谏醒女士 | | | 副董事长王宇杰先生 | | | 董事、总经理詹任宁先生 | | | 董事、副总经理文峰先生 | | | 董事会秘书叶裕平先生 | | | 财务总监李冲先生 | | | 独立董事高新会先生 | | | 证券事务代表王翠珊女士 | | 时间 | 2023 年 5 月 12 日 15:00-17:00 | | 地点 | 全景•路演天下（http://rs.p5w.net） | | 形式 | 网上业绩说明会 | | 交流内容及具体问答 | 1、请问一下公司近 年的发展规划如何？公司有没 3 | | | 有扩大国外业务的计划？公司有没有市值管理的计划？ | | | 尊敬的投资者，您好。公司 ...

证券代码：002757 证券简称：南兴股份 公告编号：2023-015 号 南兴装备股份有限公司 关于举行 2022 年度网上业绩说明会的公告 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 5 月 11 日（星期四）15:00 前访问 http://ir.p5w.net/zj/，或扫描下方二维码，进入 问题征集专题页面。公司将在 2022 年度业绩说明会上，对投资者普遍关注的问 题进行回答。 欢迎广大投资者积极参与。 （问题征集专题页面二维码） 特此公告。 南兴装备股份有限公司 董事会 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。 南兴装备股份有限公司（以下简称"公司"）已于 2023 年 4 月 29 日在巨潮 资讯网（www.cninfo.com.cn）披露了《2022 年年度报告》全文及摘要。为便于 广大投资者深入全面了解公司情况，公司定于 2023 年 5 月 12 日（星期五） 15:00-17:00 在全景网举办 2022 年度网上业绩说明会 ...

Financial Performance - The company's operating revenue for 2022 was ¥2,960,327,510.53, representing a 6.61% increase compared to ¥2,776,783,416.02 in 2021[22]. - The net profit attributable to shareholders for 2022 was ¥290,344,896.74, a slight decrease of 0.35% from ¥291,366,373.06 in 2021[22]. - The net profit after deducting non-recurring gains and losses was ¥268,679,923.06, down 0.26% from ¥269,387,873.98 in the previous year[22]. - The company's total assets increased by 13.36% to ¥3,921,448,951.66 at the end of 2022, compared to ¥3,459,138,107.83 at the end of 2021[22]. - The basic earnings per share for 2022 was ¥0.9827, a decrease of 0.33% from ¥0.9860 in 2021[22]. - The cash flow from operating activities for 2022 was ¥256,323,952.51, down 8.51% from ¥280,155,051.71 in 2021[22]. - The company achieved operating revenue of 2,960.33 million yuan in 2022, representing a year-on-year growth of 6.61%[76]. - The net profit attributable to shareholders was 290.34 million yuan, remaining stable compared to the previous year[76]. - The company reported a total of ¥29,547,703.74 in government subsidies related to normal business operations in 2022, compared to ¥24,705,528.27 in 2021[29]. - The IDC business revenue reached ¥1,452,471,172.76, which is 49.06% of total revenue, showing a significant growth of 21.27% from ¥1,197,730,083.81 in the previous year[86]. - The overseas revenue increased by 61.99% to ¥387,974,370.22, accounting for 13.11% of total revenue[86]. - The total cash dividend amount for 2022 is 177,273,547.80 CNY, which represents 100% of the distributable profit of 1,116,171,481.51 CNY[177]. Strategic Development - The company has a comprehensive strategy for future development, addressing key risks in its management discussion section[5]. - The company is positioned to benefit from favorable policies promoting high-end equipment and intelligent manufacturing, enhancing its growth potential in the furniture machinery sector[35]. - The company aims to enhance its market share by strengthening its sales team and establishing a multi-level sales service network, targeting both domestic and international markets[121]. - Future strategies include the construction of "smart factories" to achieve deep customization and flexible production through digital manufacturing platforms[122]. - The company is actively pursuing mergers and acquisitions to extend its industrial layout and accelerate the development of its main business[122]. - The company is committed to increasing its R&D investment to meet diverse customer needs and improve overall product gross margin[121]. - The company aims to enhance its competitive edge in the cloud computing market by continuously iterating its self-developed hybrid cloud architecture and multi-cloud automation management platform[84]. Research and Development - The company has developed a comprehensive R&D system, recognized as a provincial-level technology center, focusing on market-driven product development and technological innovation[61]. - The number of R&D personnel increased to 334 in 2022, up 18.86% from 281 in 2021, with R&D personnel accounting for 15.03% of the total workforce[98]. - The company launched 80 new patents in 2022, including 24 invention patents and 53 utility model patents, enhancing its intellectual property portfolio[77]. - The company has invested significantly in R&D, focusing on enhancing the efficiency and practicality of its products and services, particularly in green energy-saving technologies[84]. - The company plans to invest 100 million yuan in research and development for innovative technologies over the next two years[146]. Market Trends and Opportunities - The furniture manufacturing industry in China is projected to reach a market size of ¥5,271 billion by 2023, growing from ¥4,189 billion in 2021, with a compound annual growth rate of 14.79%[34]. - The global home furnishing market is expected to grow from $496.2 billion in 2021 to $554.66 billion by 2025, indicating a robust demand for furniture manufacturing equipment[34]. - The cloud computing market in China reached a scale of 303 billion yuan in 2021, with a year-on-year growth of approximately 45%[37]. - The digital economy in China grew from 27.2 trillion yuan in 2017 to 45.5 trillion yuan in 2021, making it the second largest in the world[36]. - The company anticipates significant growth in demand for cloud computing infrastructure driven by the AIGC industry, which is expected to inject new momentum into the digital economy[124]. Corporate Governance - The company has developed a comprehensive governance structure, including various committees such as strategy, audit, nomination, and remuneration[135]. - The board of directors consists of 7 members, including 3 independent directors, and has established a reasonable structure for decision-making[136]. - The company maintains independence from major shareholders in terms of assets, operations, personnel, and finance, ensuring a complete business system[138]. - The company has implemented a dual-brand strategy in its specialized equipment segment to enhance market competitiveness[132]. - The company is committed to improving its governance level in accordance with relevant laws and regulations, ensuring compliance and transparency[137]. Environmental Responsibility - The company achieved significant energy-saving and emission reduction benefits from its first round of clean production audits conducted between 2020 and 2021[189]. - In 2022, the company was recognized on the "National Green Factory" list, reflecting its commitment to green development[189]. - The company has established a dedicated environmental protection committee to integrate environmental and economic benefits in its management practices[189]. - The company has implemented a responsibility system for energy-saving and emission reduction targets, incentivizing employees to engage in green factory initiatives[189]. - The company has developed a comprehensive procurement system to select environmentally friendly materials and enhance supplier management[190]. Shareholder Engagement - The company held three shareholder meetings during the reporting period, ensuring compliance with legal requirements for convening and notifying shareholders[135]. - The first extraordinary general meeting of 2022 had an investor participation rate of 51.46%[139]. - The annual general meeting for 2021 had an investor participation rate of 50.07%[139]. - The second extraordinary general meeting of 2022 had an investor participation rate of 47.27%[139]. - The company plans to distribute a cash dividend of 6.00 CNY (including tax) for every 10 shares, based on a total share capital of 295,455,913 shares as of April 28, 2023[179].

Financial Performance - The company's operating revenue for Q1 2023 was ¥940,067,932.73, representing a 37.28% increase compared to ¥684,767,423.16 in the same period last year[4] - Net profit attributable to shareholders was ¥81,789,438.13, a 5.52% increase from ¥77,507,492.02 year-on-year[4] - The net cash flow from operating activities surged to ¥220,090,827.58, marking a significant increase of 589.44% from ¥31,923,018.20 in the previous year[4] - The total operating revenue for Q1 2023 was CNY 940,067,932.73, representing an increase of 37.4% compared to CNY 684,767,423.16 in the same period last year[18] - The net profit for Q1 2023 was CNY 83,872,687.74, an increase of 5.9% from CNY 79,460,357.63 in Q1 2022[20] - The operating profit for Q1 2023 was CNY 96,343,364.67, compared to CNY 91,740,495.31 in the previous year, reflecting a growth of 5.8%[19] - The basic and diluted earnings per share for Q1 2023 were both CNY 0.2768, compared to CNY 0.2623 in Q1 2022[20] Assets and Liabilities - Total assets at the end of Q1 2023 reached ¥4,219,862,218.68, up 7.61% from ¥3,921,448,951.66 at the end of the previous year[4] - Current assets totaled CNY 2,122,803,346.05, up from CNY 1,799,569,908.42, indicating an increase of about 17.9%[15] - The total liabilities as of Q1 2023 amounted to CNY 1,701,553,543.17, an increase from CNY 1,482,361,878.02 in the previous year[19] - The total equity attributable to shareholders of the parent company was CNY 2,485,926,612.99, up from CNY 2,402,888,422.48 in Q1 2022[19] Cash Flow - The cash flow from operating activities showed a significant increase, indicating improved liquidity and operational efficiency[21] - Total cash inflow from operating activities amounted to ¥944,366,900.55, up from ¥673,508,386.10 in the previous year, indicating a year-over-year increase of about 40%[22] - The net cash flow from investing activities was -¥242,080,120.77, worsening from -¥148,017,644.72 in Q1 2022, reflecting an increase in cash outflow of approximately 63%[22] - Cash and cash equivalents at the end of Q1 2023 stood at ¥484,031,413.21, compared to ¥365,696,326.73 at the end of Q1 2022, marking an increase of about 32%[23] - The total cash outflow from financing activities was ¥30,976,952.22, a decrease from ¥74,794,701.66 in the same period last year, indicating a reduction in cash outflow by approximately 59%[22] Operational Efficiency - The company experienced a 50.65% increase in operating costs, amounting to ¥76,947.05, in line with the growth in operating revenue[9] - The company reported a decrease in research and development expenses to CNY 28,480,045.02 from CNY 29,521,358.21 in the previous year[19] - The company reported a decrease in net profit after deducting non-recurring gains and losses, which was ¥74,393,374.27, down 1.67% from ¥75,656,918.91 year-on-year[4] Market and Strategic Focus - The company continues to focus on expanding its market presence and enhancing product development, although specific new products or technologies were not detailed in the provided data[14] - The report indicates that the company is actively managing its financial assets and liabilities to optimize its capital structure and support future growth initiatives[14]