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中晟高科:独立董事关于第九届董事会第六次会议相关事项的独立意见
2023-12-06 08:51
江苏中晟高科环境股份有限公司 独立董事关于第九届董事会第六次会议 相关事项的独立意见 根据《上市公司独立董事管理办法》《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》《江苏中晟高科环境股份有限公司章程》 及相关法律、法规的规定,作为江苏中晟高科环境股份有限公司(以下简称"公 司")的独立董事,对公司第九届董事会第六次会议相关事项发表的独立意见如 下: 一、《关于拟向全资子公司划转资产的议案》的独立意见 公司拟向全资子公司划转资产有助于优化组织架构及治理模式,充分整合公 司资源,提高经营管理效率,提升市场竞争力。本次资产划转事项决策程序符合 中国证监会、深圳证券交易所的相关规定以及《公司章程》的规定,不涉及关联 交易,不构成《上市公司重大资产重组管理办法》规定的重大资产重组情况,亦 不存在损害公司和中小股东权益的情况,我们一致同意本次资产划转的事项。 (以下无正文) (本页无正文,为第九届董事会第六次会议相关事项独立意见之签字页) 独立董事: 侯浩杰 易永健 贺喜明 2023 年 12 月 6 日 ...
中晟高科:第九届监事会第六次会议决议公告
2023-12-06 08:51
证券代码:002778 证券简称:中晟高科 公告编号:2023-040 本议案通过后,尚待股东大会审议。 特此公告! 江苏中晟高科环境股份有限公司监事会 江苏中晟高科环境股份有限公司 第九届监事会第六次会议决议公告 2023 年 12 月 6 日 本公司及监事会全体成员保证信息披露内容的真实、准确和完整,没有虚假 记载、误导性陈述或重大遗漏。 江苏中晟高科环境股份有限公司(以下简称"公司"或"本公司")于 2023 年 12 月 1 日以书面和电话的方式向全体监事发出召开第九届监事会第六次会议通 知,会议于 2023 年 12 月 6 日上午 9:00 以现场方式在江苏省宜兴市徐舍镇鲸塘 工业集中区公司四楼会议室召开。会议由杨惠芳女士主持,应出席会议监事 3 人,实际出席会议监事 3 人,董事会秘书列席了本次会议。会议的召集和召开符 合《中华人民共和国公司法》和《江苏中晟高科环境股份有限公司章程》的有关 规定,决议合法有效。本次会议审议通过了如下议案: 一、审议通过《关于拟向全资子公司划转资产的议案》 表决结果:同意票 3 票,反对票 0 票,弃权票 0 票。 监事会认为,公司拟向全资子公司划转资产有助于优化 ...
中晟高科:第九届董事会第六次会议决议公告
2023-12-06 08:51
证券代码:002778 证券简称:中晟高科 公告编号:2023-039 江苏中晟高科环境股份有限公司 第九届董事会第六次会议决议公告 为完善公司组织结构和管理体系,提高经营管理效率,进一步优化公司内部 资源和资产结构,明晰公司各业务板块的工作权责,促进润滑油业务发展,同意 公司拟以 2023 年 10月 31 日为划转基准日,将现有润滑油业务涉及的相关资产、 负债按照账面净值划转至全资子公司中晟新材料科技(宜兴)有限公司。具体内 容请参见证券时报、中国证券报及巨潮资讯网(http://www.cninfo.com.cn)。 本议案通过后,尚待股东大会审议。 二、审议通过《关于授权公司董事会及管理层办理向全资子公司划转资产 具体事宜的议案》 表决结果:同意票 8 票,反对票 0 票,弃权票 0 票。 本议案通过后,尚待股东大会审议。 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚假 记载、误导性陈述或重大遗漏。 江苏中晟高科环境股份有限公司(以下简称"公司")于 2023 年 11 月 24 日 以电话及电子邮件等形式向全体董事发出召开第九届董事会第六次会议通知,会 议于 2023 年 12 ...
中晟高科:关于召开2023年第二次临时股东大会的通知
2023-12-06 08:51
证券代码:002778 证券简称:中晟高科 公告编号:2023-041 江苏中晟高科环境股份有限公司 关于召开2023年第二次临时股东大会的通知 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。 江苏中晟高科环境股份有限公司(以下简称"公司")于 2023 年 12 月 6 日召开第九届董事会第六次会议,会议决定于 2023 年 12 月 22 日(星期五)14:30 召开 2023 年第二次临时股东大会,本次股东大会采用现场投票、网络投票相结 合的方式进行,现将本次股东大会的有关事项通知如下: 一、召开会议的基本情况 1、股东大会届次:江苏中晟高科环境股份有限公司 2023 年第二次临时股 东大会(以下简称"会议")。 2、股东大会的召集人:会议由公司董事会召集,公司第九届董事会第六次 会议审议通过了《关于提议召开 2023 年第二次临时股东大会的议案》。 3、会议召开的合法、合规性:本次会议的召开程序符合《中华人民共和国 公司法》、《上市公司股东大会规则》、《深圳证券交易所股票上市规则(2023 年 8 月修订)》、《深圳证券交易所上市公司自律监管指引第 1 ...
中晟高科:关于设立全资子公司暨完成工商登记的公告
2023-12-06 08:47
证券代码:002778 证券简称:中晟高科 公告编号:2023-038 江苏中晟高科环境股份有限公司 关于设立全资子公司暨完成工商登记的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚假 记载、误导性陈述或重大遗漏。 江苏中晟高科环境股份有限公司(以下简称"公司")以自有资金 1,000 万元在宜兴市设立全资子公司中晟新材料科技(宜兴)有限公司(以下简称"中 晟新材料")。公司于近日收到了宜兴市行政审批局颁发的《营业执照》,完成 了中晟新材料的工商注册登记手续。 本次出资设立全资子公司的 1000 万元为公司的自有资金,根据《深圳证券 交易所股票上市规则》及《公司章程》的有关规定,本次对外投资金额在公司总 经理办公会审批权限范围内,无需提交董事会及股东大会审议。 本次对外投资不构成关联交易,也不构成重大资产重组。 一、全资子公司工商基本信息 1、公司名称:中晟新材料科技(宜兴)有限公司 2、统一社会信用代码:91320282MAD115GM2U 3、类型:有限责任公司(非自然人投资或控股的法人独资) 4、法定代表人:高琦 5、注册资本:1000 万元整 6、成立日期:2023 年 10 ...
中晟高科(002778) - 2023 Q3 - 季度财报
2023-10-23 16:00
Financial Performance - The company's revenue for Q3 2023 was ¥168,574,170.74, representing a 9.29% increase year-over-year, while the year-to-date revenue reached ¥521,799,347.87, up 17.16% compared to the same period last year[4] - The net profit attributable to shareholders for Q3 2023 was -¥19,776,929.84, a decrease of 117.37% year-over-year, with a year-to-date net profit of -¥21,555,243.92, down 30.89%[4] - The basic and diluted earnings per share for Q3 2023 were both -¥0.16, reflecting a decline of 128.57% compared to the same quarter last year[4] - Total operating revenue for Q3 2023 reached ¥521,799,347.87, an increase of 17.2% compared to ¥445,354,859.11 in the same period last year[19] - Total operating costs amounted to ¥530,918,620.15, up 16.8% from ¥454,559,792.63 year-on-year[19] - Net profit for Q3 2023 was a loss of ¥17,742,218.90, compared to a loss of ¥9,503,581.75 in Q3 2022, reflecting a deterioration in performance[20] - Basic and diluted earnings per share for Q3 2023 were both -¥0.17, compared to -¥0.13 in Q3 2022, indicating a worsening earnings outlook[21] Cash Flow and Liquidity - Cash flow from operating activities showed a net outflow of -¥77,736,647.26, a significant decline of 244.54% year-over-year[10] - The company reported a net cash inflow from operating activities of ¥920,341,870.33, significantly higher than ¥525,024,774.13 in the previous year, indicating improved cash generation[23] - The net cash flow from operating activities for Q3 2023 was -77,736,647.26 CNY, compared to a positive cash flow of 53,783,149.84 CNY in Q3 2022, indicating a significant decline in operational performance[24] - The total cash outflow from operating activities was 1,003,098,798.20 CNY, significantly higher than 475,252,594.24 CNY in Q3 2022[24] - The company reported cash payments for purchasing goods and services of 898,470,209.41 CNY, compared to 320,108,098.34 CNY in the previous year, reflecting increased operational costs[24] - Cash payments to employees decreased to 63,475,661.16 CNY from 76,443,162.73 CNY year-over-year, indicating potential cost-cutting measures[24] - The total cash and cash equivalents at the end of Q3 2023 were 57,504,299.09 CNY, down from 94,133,112.47 CNY at the end of Q3 2022[24] Assets and Liabilities - The total assets at the end of Q3 2023 were ¥1,445,681,776.49, a decrease of 1.64% from the end of the previous year[4] - The company’s contract liabilities increased by 185.33% to ¥34,327,559.20, indicating a rise in advance payments received[9] - The total liabilities decreased slightly to ¥795,514,604.80 from ¥801,917,024.47 year-on-year, indicating a stable financial position[20] - Long-term borrowings increased by 69.45% to ¥263,500,000.00, attributed to payments for acquisitions[9] - Short-term borrowings increased from ¥120,142,537.78 to ¥143,101,732.21, an increase of about 19.1%[16] - The total non-current assets decreased from ¥500,490,015.43 to ¥490,209,413.97, a decline of about 2.6%[16] Shareholder Information - Total number of common shareholders at the end of the reporting period is 11,470[12] - The largest shareholder, Suzhou Wuzhong Rongyue Investment Management Co., holds 22.35% of shares, totaling 27,883,590 shares[13] - The company has a total of 10,304,560 shares held by shareholder Xu Hanxiang, representing 8.26% of the total shares[12] Government and Financial Support - The company recognized government subsidies amounting to ¥239,281.35 during the reporting period[7] - The financial expenses for the year-to-date period rose by 48.87% to ¥13,342,763.62, largely due to increased borrowings for acquisitions[9] Research and Development - Research and development expenses were ¥19,407,211.60, down 10.3% from ¥21,647,730.48 in the previous year, suggesting a potential shift in R&D focus[20] Future Outlook - Future outlook remains cautious due to ongoing market challenges and the need for strategic adjustments in operations[20] - The company has not reported any new product launches or significant technological advancements during this quarter[20] Accounting and Audit - The company has not undergone an audit for the Q3 report, which may affect investor confidence[25] - The company is implementing new accounting standards starting from 2023, which may impact future financial reporting[25]
中晟高科(002778) - 2023 Q2 - 季度财报
2023-08-23 16:00
江苏中晟高科环境股份有限公司2023年半年度报告全文 江苏中晟高科环境股份有限公司 2023 年半年度报告 2023-034 2023 年 8 月 23 日 ...
中晟高科:中晟高科业绩说明会、路演活动信息
2023-05-15 10:14
证券代码:002778 证券简称:中晟高科 江苏中晟高科环境股份有限公司 投资者关系活动记录表 编号:2023 -001 2022年 2021年 同比增 金额 占营业收 减 入比重 金额 占营业收 入比重 营业收 入合计 721,636,502.98 100% 1,031,666,930.00 100% -30.05% 分行业 石化行 业 323,968,124.81 44.89% 358,013,289.53 34.70% -9.51% 环保行 业 346,354,393.80 48.00% 562,166,977.28 54.49% -38.39% 其他 51,313,984.37 7.11% 111,486,663.19 10.81% -53.97% 分产品 变压器 油 129,642,739.98 17.97% 97,123,976.34 9.41% 33.48% 内燃机 油 25,000,502.53 3.46% 32,354,811.87 3.14% -22.73% 液压油 66,164,680.74 9.17% 88,779,792.45 8.61% -25.47% 溶剂油 17,932,769 ...
中晟高科(002778) - 2023 Q1 - 季度财报
2023-04-26 16:00
Financial Performance - The company's revenue for Q1 2023 was ¥161,316,300.19, representing a 1.03% increase compared to ¥159,673,795.06 in the same period last year[4] - Net profit attributable to shareholders increased by 19.65% to ¥1,327,596.96 from ¥1,109,589.85 year-on-year[4] - The company's net profit for Q1 2023 reached ¥5,987,291.17, an increase of 28.9% compared to ¥4,646,440.20 in Q1 2022[17] - The total profit for the period was ¥6,835,700.21, up from ¥6,432,536.10 in the same period last year, reflecting a growth of 6.3%[17] - The company reported a net profit margin of approximately 0.77% for Q1 2023, calculated from the operating revenue and total costs[16] Cash Flow and Liquidity - The net cash flow from operating activities was negative at -¥37,410,730.46, a decline of 359.33% compared to a positive cash flow of ¥14,426,124.30 in the previous year[8] - The company reported a net cash outflow from operating activities of ¥37,410,730.46, compared to a net inflow of ¥14,426,124.30 in the previous year[21] - Cash and cash equivalents at the end of the period were ¥86,946,909.14, down from ¥194,949,315.17 at the end of Q1 2022[21] - The company's cash and cash equivalents at the end of Q1 2023 were RMB 125,024,609.84, a decrease of 5.63% from RMB 132,517,905.97 at the beginning of the year[13] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,487,420,470.41, up 1.20% from ¥1,469,826,415.06 at the end of the previous year[4] - The total assets as of March 31, 2023, were RMB 1,487,420,470.41, compared to RMB 1,469,826,415.06 at the beginning of the year, indicating a growth of 1.73%[15] - Total liabilities increased to RMB 813,515,661.56 from RMB 801,917,024.47, representing a rise of 1.74%[15] - The company's total equity as of March 31, 2023, was RMB 673,904,808.85, up from RMB 667,909,390.59, marking an increase of 0.30%[15] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 8,954[10] - The company's basic earnings per share remained unchanged at ¥0.01, with a diluted earnings per share also at ¥0.01[4] - The basic and diluted earnings per share remained at ¥0.01, consistent with the previous year[18] Operational Highlights - Operating revenue from sales of goods and services amounted to ¥336,066,306.81, compared to ¥223,866,753.04 in the previous period[21] - The total operating costs for Q1 2023 amounted to RMB 160,081,416.97, up from RMB 158,134,614.94 year-on-year[16] - The company's total operating costs were ¥137,060,029.86, slightly up from ¥133,810,207.64 in Q1 2022[17] - Research and development expenses were ¥5,893,110.14, a decrease of 10.5% from ¥6,586,234.10 in Q1 2022[17] Financing Activities - Short-term borrowings increased by 31.64% to ¥158,154,281.94 from ¥120,142,537.78, attributed to increased trade activities[7] - The company raised ¥58,000,000.00 through financing activities, compared to ¥20,000,000.00 in the same period last year[21] - The company incurred financial expenses of ¥3,516,899.05, which is an increase of 43.9% from ¥2,443,417.32 in the previous year[17] Future Plans - The company has plans for market expansion and new product development, although specific figures and timelines were not disclosed in the report[14] - The company is actively exploring potential mergers and acquisitions to enhance its market position and operational capabilities[14] Other Financial Metrics - The weighted average return on equity increased to 0.23% from 0.20% year-on-year[4] - The company reported a significant increase in prepayments, which rose by 128.29% to ¥71,983,202.91 from ¥31,532,120.63[7]
中晟高科(002778) - 2022 Q4 - 年度财报
2023-04-24 16:00
Financial Performance - The company’s operating revenue for 2022 was ¥721,636,502.98, a decrease of 30.05% compared to ¥1,031,666,930.00 in 2021[22]. - The net profit attributable to shareholders for 2022 was -¥35,385,714.12, representing a decline of 141.43% from ¥85,418,009.76 in 2021[22]. - The net cash flow from operating activities was ¥53,217,807.08, down 41.19% from ¥90,489,319.40 in the previous year[22]. - The basic and diluted earnings per share for 2022 were both -¥0.28, a decrease of 141.18% from ¥0.68 in 2021[22]. - Total assets at the end of 2022 were ¥1,469,826,415.06, a reduction of 10.52% from ¥1,642,658,712.93 at the end of 2021[22]. - The net assets attributable to shareholders increased by 1.96% to ¥577,722,121.34 at the end of 2022, compared to ¥566,593,619.99 at the end of 2021[22]. - The company reported a quarterly revenue of ¥276,281,643.87 in Q4 2022, which was the highest among the four quarters[26]. - The company experienced a significant decline in net profit in Q4 2022, reporting -¥18,918,000.06 attributable to shareholders[26]. - The total operating revenue for 2022 was ¥721,636,502.98, representing a decrease of 30.05% compared to ¥1,031,666,930.00 in 2021[65]. - The petrochemical industry contributed ¥323,968,124.81 (44.89% of total revenue), down 9.51% from ¥358,013,289.53 in 2021[65]. - The environmental protection industry saw a significant decline in revenue to ¥346,354,393.80 (48.00% of total revenue), a drop of 38.39% from ¥562,166,977.28 in 2021[65]. - The revenue from wastewater treatment facility entrusted operation business was ¥246,791,738.20, accounting for 34.20% of total revenue, with an 18.96% decrease from ¥304,520,306.00 in 2021[68]. - The revenue from transformer oil increased by 33.48% to ¥129,642,739.98, representing 17.97% of total revenue[68]. - The revenue from solvent oil surged by 152.02% to ¥17,932,769.38, which is 2.49% of total revenue[65]. - The revenue from environmental consulting services increased by 10.96% to ¥14,905,569.81, accounting for 2.07% of total revenue[65]. - The total accounts receivable in 2022 amounted to ¥70,905.71 million, with potential risks related to slow recovery impacting operational performance[114]. - The company reported an investment loss of ¥3,759,933.34, accounting for 11.55% of total profit, due to debt restructuring losses[79]. - The company recognized an asset impairment loss of ¥16,924,376.97, representing 51.99% of total profit, related to goodwill impairment[79]. Market and Industry Trends - The lubricating oil market in China is projected to reach ¥142.57 billion by 2027, with a compound annual growth rate of 4.69% from 2022 to 2027[32]. - The company faces intense competition in the lubricating oil industry, with a strong demand from downstream customers and relatively weak bargaining power from suppliers[33]. - The demand for automotive lubricants is expected to maintain stable growth, with an increasing proportion of total lubricant demand[34]. - The industrial lubricant demand growth is expected to slow down due to structural adjustments in industries like steel and coal, while automotive lubricant demand remains stable[34]. - The environmental protection industry is transitioning from rapid expansion to a more stable operational model, indicating a shift in market dynamics[36]. - The overall scale of the environmental protection market has been increasing, with revenue from the industry maintaining a GDP share of around 2% since 2020[38]. Environmental Commitment - The company reported a focus on the research, production, and sales of various lubricating oil products, adhering to environmental standards which may impact rapid development in the chemical sector[5]. - The company emphasizes its commitment to environmental engineering and consulting services, which are essential in the current regulatory landscape[5]. - The company is actively developing eco-friendly products, such as environmentally friendly synthetic oils, to meet both operational efficiency and environmental standards[35]. - The company has implemented measures to manage and treat hazardous waste effectively, minimizing environmental impact[175]. - The company’s environmental management practices align with national regulations, reflecting its commitment to sustainability[172]. - The company has established a hazardous waste disposal ledger and a hazardous waste storage facility, ensuring compliance with regulations through third-party disposal[184]. - The company has implemented a self-monitoring plan for wastewater and air emissions, with specific monitoring frequencies for various pollutants[183]. - The company has not experienced any environmental accidents during the reporting period, demonstrating effective environmental management practices[184]. - The company adheres to multiple environmental laws and standards, ensuring compliance in its operations[172]. Research and Development - The company has established research centers and partnerships with several universities and research institutions to support product development[49]. - The company has a total of 57 authorized patents and 2 software copyrights, with 79 patents pending, indicating a strong focus on innovation[55]. - The company is developing a transformer oil that meets international standards, which is expected to enhance its market position[74]. - The company has completed laboratory phase work on a water body remediation material with significant heavy metal adsorption capabilities[75]. - The company is working on an integrated device for high-concentration organic wastewater treatment, aiming to achieve low-carbon and energy-saving goals[75]. - The company has established a special product R&D department to enhance its product development capabilities, particularly in metalworking fluids[62]. - The company is focusing on technological reforms and innovations to strengthen its core lubricant business while accelerating the development of new products for wind energy, energy storage, and smart grid applications[35]. - Research and development expenses decreased by 6.96% to ¥24,959,164.44 compared to the previous year[74]. - The number of R&D personnel increased by 1.14% to 89, with R&D personnel now making up 13.34% of the total workforce[75]. Corporate Governance - The company has established a complete and independent business system, ensuring no overlap with the controlling shareholder's other business activities[125]. - The company maintains an independent financial management system, with dedicated accounting personnel and separate bank accounts[126]. - The company has conducted 4 shareholder meetings, 9 board meetings, and 7 supervisory board meetings during the reporting period, all in compliance with legal requirements[123]. - The company’s board of directors includes a diverse group of members, with ages ranging from 30 to 52[130]. - The company is focused on enhancing its governance structure through the election of independent directors and supervisors[129]. - The company has established a comprehensive salary management system to provide competitive compensation, which includes basic salary and performance-based pay[162]. - The company has implemented a 100% rectification rate for safety and environmental hazards identified by supervisory units[188]. - The company has established a comprehensive human resource management system, including social security and medical insurance, to support employee welfare[185]. - The company has maintained a strong focus on environmental protection and sustainable development, implementing energy-saving and emission-reduction activities[190]. Future Strategies - The company plans to enhance R&D capabilities and invest in technology innovation to support growth[95]. - Future strategies include adjusting product structure to focus on high-quality lubricants and environmental engineering services[96]. - The company aims to strengthen brand building and market expansion, particularly in high-demand lubricant regions[98]. - The company plans to enhance product innovation and order service capabilities while optimizing sales channels in 2023[103]. - The focus for 2023 includes expanding the market for high-quality lubricants and improving sales channels for automotive oils, metalworking oils, specialty oils, and greases[104]. - The company aims to leverage research platforms to accelerate technological innovation and new product development, targeting high-quality lubricant products for various industries[105]. - A new marketing system will be established to strengthen market development and improve sales efficiency through a high-quality sales team[106]. - The company will expand its environmental market by promoting self-developed wastewater treatment equipment and adapting to diverse treatment needs[107]. - The management will focus on establishing a scientific operational mechanism and enhancing internal controls to improve decision-making and cost management[108]. Social Responsibility - The company actively participated in social welfare activities, including poverty alleviation efforts in Yan'an City, demonstrating its commitment to social responsibility[190]. - The company conducted 12 safety and environmental training sessions in 2022, significantly enhancing employee safety awareness[188]. - The company has coordinated special vehicle shipments to ensure timely delivery of products despite transportation challenges[190]. - The company has installed automatic online monitoring devices to improve automation levels and enhance the working environment[190].