证券代码：002857 证券简称：三晖电气 公告编号：2023-056 郑州三晖电气股份有限公司 第五届董事会第十五次会议决议公告 本公司及全体董事会成员保证信息披露内容真实、准确、完整，不存在虚假记载、误 导性陈述或重大遗漏。 一、董事会会议召开情况 郑州三晖电气股份有限公司（以下简称"公司"）于 2023 年 8 月 15 日以微 信和电话方式向全体董事发出了《关于召开第五届董事会第十五次会议的通 知》，2023 年 8 月 25 日，公司第五届董事会第十五次会议在公司二楼会议室以 现场和通讯相结合的方式召开。 会议应参加董事 5 人，实际参加董事 5 人，公司监事会主席潘云峰先生列 席了会议。会议由公司董事长胡坤先生召集并主持。会议的召集、召开符合 《公司法》及《公司章程》等有关规定。 二、董事会会议审议情况 经与会董事审议，一致通过以下议案 具体内容详见公司同日在巨潮资讯网（www.cninfo.com.cn）披露的《2023 年半年度报告》；《2023 年半年度报告摘要》（公告编号：2023-058）详见同 日《证券时报》《证券日报》《中国证券报》《上海证券报》及巨潮资讯网 （www.cninfo. ...

郑州三晖电气股份有限公司 独立董事关于第五届董事会第十五次会议相关事项的独立意见 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》及《公司章程》等相关规定，我们作为郑州 三晖电气股份有限公司（以下简称"公司"）第五届董事会的独立董事，就公司 第五届董事会第十五次会议审议的相关事项进行了认真审阅，就下列事项发表独 立意见及专项说明如下： 一、关于 2023 年半年度募集资金存放与使用情况的专项报告的独立意见 经核查，我们认为 2023 年半年度募集资金存放与使用情况符合中国证监会、 深圳证券交易所关于上市公司募集资金存放和使用的相关规定，不存在募集资金 存放和使用违规的情形。 截止报告期末，公司不存在为股东、股东的控股子公司、股东的附属企业及 其他关联方、任何非法人单位或个人提供担保的情况。 独立董事：曹芳、赵婷婷 2023 年 8 月 26 日 报告期内公司不存在控股股东及其他关联方占用公司资金的情况，也不存在 以前年度发生并延续到报告期的控股股东、实际控制人及其他关联方占用公司资 金的情况。 三、 对报告期内公司对外提供担保情况的独立意见 二、对报告期 ...

郑州三晖电气股份有限公司 法定代表人：胡坤 主管会计工作负责人：李林林 会计机构负责人（会计主管人员）：张艳争 单位：万元 | | | 占用方与上 | 上市公 | 2023 | 年期初 | 2023 年 | 1-6 月占 | 2023 | 年 1-6 | 2023 年 | 1-6 | 月 | | | 占用 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占 | 资金占用方名称 | 市公司的关 | 司核算 | | 占用资金余 | 用累计发生金额 | | | 月占用资金 | 偿还累计发生 | | | 2023 年 6 | 月末 | 形成 | 占用性质 | | 用 | | 联关系 | 的会计 | | 额 | （不含利息） | | | 的利息(如 | 金额 | | | 占用资金余额 | | 原因 | | | | | | 科目 | | | | | | 有) | | | | | | | | | 控股股东、实际控 | | | | | | | ...

股票代码：002857 股票简称：三晖电气 郑州三晖电气股份有限公司投资者关系活动记录表 编号：2023-002 | 投资者关系活动类 | □特定对象调研 □分析师会议 | | --- | --- | | 别 | □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 | 线上参与公司三晖电气 2022 年度网上业绩说明会的投 | | 员姓名 | 资者 | | 时间 | 2023 年 05 月 15 日（星期一）下午 15:00-17:00 | | 地点 | "三晖电气投资者关系"微信小程序 | | 上市公司接待人员 | 董事长、总经理：胡坤先生 | | 姓名 | 董事、副总经理、董事会秘书：李琳先生 | | | 财务总监：李林林女士 | | | 独立董事：曹芳女士 | | | 1、问：今年珠海公司电池有进展吗？ | | | 答：尊敬的投资者您好，公司未在珠海设立公司，子公 | | | 司深圳三晖能源科技有限公司位于东莞的储能工厂正 | | | 在建设中，谢谢关注。 | | | 2、问：今年电池业务进展如 ...

Group 1: Event Details - Zhengzhou Sanhui Electric Co., Ltd. will participate in the "Sincere Communication to Convey Value" online investor reception day on May 18, 2023, from 16:00 to 17:20 [2] - The event will be held remotely via the "Panorama Roadshow" platform [2] - Investors can access the event through the website: http://rs.p5w.net [2] Group 2: Participants - Attendees include Mr. Li Lin, the company's director and deputy general manager, and Mr. Meng Xiangxue, the securities affairs representative [2] - Participation may be subject to adjustments based on special circumstances [2] Group 3: Company Assurance - The company and all board members guarantee that the information disclosed is true, accurate, and complete, with no false records or significant omissions [2]

证券代码：002857 证券简称：三晖电气 公告编号：2023-041 郑州三晖电气股份有限公司 关于举行2022年度网上业绩说明会的公告 投资者依据提示，授权登入"三晖电气投资者关系"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/总经理胡坤先生、董事/副总经理/ 董事会秘书李琳先生、财务总监李林林女士、独立董事曹芳女士。 公司董事会及管理层衷心感谢广大投资者对公司的关注与支持，欢迎投资 者积极参与本次网上业绩说明会。 特此公告。 本公司及全体董事会成员保证信息披露内容真实、准确、完整，不存在虚假记载、误导 性陈述或重大遗漏。 郑州三晖电气股份有限公司（以下简称"公司"）已于2023年04月29日在巨 潮资讯网（http://www.cninfo.com.cn/）上披露了《2022年年度报告》。 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15日（星期一）下午15:00至17:00时在"三晖电气投资者关系"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"三晖电气投资者关系"小程序参与互动交流。为广泛听取投资 ...

Financial Performance - The company's revenue for Q1 2023 was CNY 31,745,289.71, representing a 63.80% increase compared to CNY 19,380,677.49 in the same period last year[5] - The net loss attributable to shareholders was CNY -2,975,645.68, a slight improvement of 4.36% from CNY -3,111,315.56 in the previous year[5] - Total operating revenue for Q1 2023 reached ¥31,745,289.71, a significant increase from ¥19,380,677.49 in the same period last year[21] - Net profit for Q1 2023 was a loss of ¥2,975,645.68, slightly improved from a loss of ¥3,111,315.56 in Q1 2022[22] - Operating profit for the quarter was reported at -¥2,311,140.77, compared to -¥2,234,038.48 in the previous year[22] Cash Flow - The net cash flow from operating activities was CNY -27,504,520.29, a significant decline of 198.08% compared to CNY 28,042,768.71 in Q1 2022[5] - Cash flow from operating activities was ¥43,107,917.76, a decrease from ¥73,866,089.15 in the same quarter last year[24] - The net cash flow from investment activities was -59,301,546.80 CNY, contrasting with a positive 16,695,969.16 CNY in the previous year[25] - Cash and cash equivalents at the end of the period totaled 155,207,425.39 CNY, down from 289,144,945.47 CNY year-over-year[25] - The total cash outflow from operating activities was 72,311,789.15 CNY, up from 46,931,153.70 CNY year-over-year[25] Assets and Liabilities - Total assets decreased by 2.85% to CNY 637,327,428.51 from CNY 656,001,851.49 at the end of the previous year[5] - The company’s total liabilities increased by 44.56% in contract liabilities, reaching CNY 23,225,971.65, primarily due to an increase in advance payments received[8] - The total liability of the company was ¥112,980,387.51, down from ¥128,679,164.81 year-over-year[22] - The total equity attributable to shareholders was ¥524,347,041.00, slightly down from ¥527,322,686.68 in the previous year[22] Inventory and Expenses - The company's inventory rose by 38.93% to CNY 64,317,967.33, compared to CNY 46,293,927.60 in the previous year[8] - Total operating costs amounted to ¥39,213,360.24, up from ¥28,010,190.27 year-over-year[22] - Sales expenses increased by 50.31% to CNY 9,860,518.29, driven by heightened marketing efforts[9] - Research and development expenses totaled ¥3,083,534.47, compared to ¥2,996,871.88 in the previous year, indicating a focus on innovation[22] Shareholder Information - The total number of common shareholders at the end of the reporting period is 5,569[12] - The largest shareholder, Shanghai Changyun Enterprise Management Partnership, holds 20.08% of shares, totaling 25,696,270 shares[13] - The company has no reported participation in margin trading activities among the top ten shareholders[13] Other Information - The company has established a joint venture, Shenzhen Sanhui Energy Technology Co., Ltd., with a registered capital of RMB 50 million, where the company contributes RMB 25.5 million, accounting for 51%[14] - The company did not conduct an audit for the first quarter report[26] - The company is focusing on improving operational efficiency to mitigate losses and enhance profitability in future quarters[22]

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the year 2022, representing a year-on-year increase of 15%[15]. - The net profit attributable to shareholders was RMB 200 million, which is a 10% increase compared to the previous year[15]. - The company's total revenue for 2022 was ¥195,217,656.52, representing a decrease of 11.06% compared to ¥219,504,975.24 in 2021[22]. - Net profit attributable to shareholders for 2022 was ¥12,944,711.92, down 33.63% from ¥19,504,956.33 in 2021[22]. - The net profit after deducting non-recurring gains and losses was ¥7,738,785.75, a decline of 53.57% from ¥16,669,001.91 in 2021[22]. - The company's operating revenue for 2022 was CNY 195,217,656, representing a year-on-year increase of 38.00%[50]. - The company reported a total revenue of 1.5 billion RMB for the fiscal year 2022, representing a year-over-year increase of 10%[109]. - The company achieved operating revenue of 195.22 million yuan for the year 2022[198]. User Growth and Market Expansion - User data showed an increase in active users by 25%, reaching a total of 500,000 users by the end of 2022[15]. - User data indicates a growth in active users by 15% compared to the previous year, reaching 2 million active users[110]. - Market expansion efforts include entering two new provinces, aiming for a 30% market share in those regions by the end of 2023[15]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share by 2025[110]. Research and Development - The company plans to invest RMB 100 million in R&D for new product development in 2023, focusing on smart energy solutions[15]. - The company invested 12.33 million yuan in R&D, accounting for 6.32% of operating income, to support the development of new products and upgrade industrial structure[46]. - Research and development expenses increased by 25%, totaling 300 million RMB, focusing on advanced technology solutions[148]. - The company has developed a series of standard testing equipment for smart electric meters, which is recognized for its reliability and stability[36]. - The company’s R&D team consists of 83 members with extensive industry experience, focusing on innovative product development and technology upgrades[42]. Operational Efficiency and Future Outlook - Future outlook indicates a projected revenue growth of 20% for 2023, driven by market expansion and new product launches[15]. - A new technology platform is expected to launch in Q3 2023, which is anticipated to improve operational efficiency by 15%[15]. - The company aims to improve operational efficiency by 15% through digital transformation strategies implemented in 2023[110]. - The company plans to invest significantly in its energy storage business, which is currently under development, indicating a focus on new growth areas[131]. Financial Management and Governance - The company has no plans to distribute cash dividends or issue bonus shares for the year 2022[6]. - The company reported a positive profit available for distribution to shareholders but did not propose a cash dividend for the 2022 fiscal year, opting instead to retain earnings for business development and operational needs[131]. - The company has established a sound corporate governance structure to protect the rights of shareholders, ensuring that minority shareholders can participate in significant decisions through separate voting procedures[141]. - The company emphasizes transparency in information disclosure, adhering to relevant laws and regulations to ensure timely and accurate communication with shareholders[101]. Strategic Initiatives and Acquisitions - The company is exploring potential mergers and acquisitions to enhance its technology capabilities and market presence[15]. - A strategic acquisition of a local competitor is in progress, which is anticipated to enhance the company's product offerings and market reach[110]. - The company completed a strategic acquisition of a local competitor for 500 million RMB, enhancing its product portfolio[147]. Employee and Management Structure - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 2.91 million yuan[117]. - The company has a total of 4 senior management personnel, with their remuneration determined by the board of directors[117]. - The company’s management team includes individuals with extensive experience in finance and engineering[114]. - The total number of employees at the end of the reporting period is 380, with 243 in the parent company and 137 in major subsidiaries[126]. Risk Management and Challenges - The management highlighted the importance of risk management strategies in navigating future market uncertainties[5]. - The company recognizes the risk of declining gross margins due to increased market competition and rising raw material costs, necessitating improved cost management strategies[94]. - The company faces market competition risks, necessitating continuous innovation and effective marketing strategies to maintain market share[93]. Cash Flow and Financial Health - The net cash flow from operating activities increased by 94.32% to ¥45,404,676.85 in 2022, compared to ¥23,366,460.00 in 2021[22]. - The company reported a significant increase in cash flow from operating activities in the fourth quarter, amounting to ¥66,169,813.28[26]. - The net cash flow from investment activities was negative at -¥49,355,248.66, a significant decrease from a positive ¥21,090,648.05 in the previous year[63]. - Cash and cash equivalents decreased by 104.41%, resulting in a net decrease of ¥1,992,731.10 compared to an increase of ¥45,204,465.92 in the previous year[63]. Compliance and Internal Controls - There were no significant internal control deficiencies identified in financial reporting as of the evaluation report date[133]. - The internal control audit report confirmed that the company maintained effective financial reporting internal controls in all material aspects as of December 31, 2022[138]. - The audit report was issued with a standard unqualified opinion, confirming compliance with accounting standards[195].

Financial Performance - The company's operating revenue for the first half of 2022 was ¥44,994,730.17, a decrease of 3.90% compared to ¥46,821,852.04 in the same period last year[22]. - The net profit attributable to shareholders was a loss of ¥1,885,468.60, representing a significant decline of 1,049.22% from a loss of ¥164,064.74 in the previous year[22]. - The net cash flow from operating activities was negative at ¥553,768.88, a decrease of 921.22% compared to a positive cash flow of ¥67,432.86 in the same period last year[22]. - Basic and diluted earnings per share were both reported at -¥0.0147, a decline of 1,030.77% from -¥0.0013 in the previous year[22]. - The company reported significant non-recurring losses, including a net profit loss of ¥5,125,322.39 after deducting non-recurring gains and losses, which is a 3,357.27% decline from the previous year[22]. - The total comprehensive income for the first half of 2022 was -¥1,885,468.60, compared to -¥164,064.74 in the first half of 2021[140]. - The company reported a significant increase in sales expenses to ¥17,014,301.25 in the first half of 2022, up from ¥14,764,679.52 in the first half of 2021[135]. Assets and Liabilities - Total assets at the end of the reporting period were ¥598,642,347.75, down 5.43% from ¥633,016,564.57 at the end of the previous year[22]. - The net assets attributable to shareholders decreased slightly to ¥512,492,506.16, a reduction of 0.37% from ¥514,377,974.76 at the end of the previous year[22]. - The company's total assets at the end of the reporting period were ¥201,097,159.92, a decrease from ¥248,849,434.00 at the end of the previous year, primarily due to an increase in bank financial product balances[48]. - The total liabilities decreased to CNY 86,149,841.59 from CNY 118,638,589.81, a reduction of about 27.3%[128]. - The company reported a significant reduction in accounts payable, which decreased to CNY 40,335,367.24 from CNY 64,121,183.46, a decline of about 37.1%[127]. Revenue and Costs - The cost of goods sold increased by 18.51% to ¥32,160,414.90, primarily due to rising direct labor and manufacturing costs[41]. - Total operating costs increased to ¥58,952,396.80 in the first half of 2022, up 11.5% from ¥52,780,134.68 in the same period of 2021[135]. - Revenue from the electric energy meter standard and calibration device product series increased by 40.04% to ¥18,360,402.37, driven by higher sales of automated calibration systems[45]. - Revenue from the electric energy measurement supporting product series decreased by 32.28% to ¥20,842,592.22, mainly due to reduced sales of self-use electricity information collection systems[45]. Research and Development - Research and development expenses decreased by 19.82% to ¥5,966,614.63, attributed to reduced material consumption during the reporting period[41]. - The company has allocated 31 million yuan for research and development in new technologies[148]. - The company emphasizes independent research and development, supported by a two-tier technical organization, enabling rapid response to market changes and continuous innovation[35]. Corporate Governance and Management - The company has established a sound corporate governance structure, ensuring the protection of shareholder rights and maintaining transparent communication with minority shareholders[82]. - The management team possesses extensive experience in electric meter technology, ensuring alignment with industry trends and strategic development[39]. - The company has implemented a human resources management system that complies with legal requirements, ensuring the protection of employee rights and fostering harmonious labor relations[83]. Market and Industry Outlook - The company operates in the electric power industry, benefiting from national policies and the rapid development of the smart grid, with a focus on energy consumption growth during the "14th Five-Year Plan" period[30]. - The company anticipates steady growth in electricity consumption, particularly in western regions, as it continues to expand its market presence and product offerings[30]. - The company plans to enhance its competitive edge through continuous innovation, increasing market expansion efforts, and optimizing product structure to address intensified market competition[71]. Cash Flow and Financing - The net cash flow from financing activities increased to 1,790,780.11 CNY in the first half of 2022, compared to 839,792.18 CNY in the same period of 2021, showing improved financing performance[142]. - The cash flow from investment activities showed a net outflow of -47,805,037.16 CNY in the first half of 2022, compared to -4,755,636.99 CNY in the first half of 2021, indicating increased investment expenditures[142]. - The company has a total of 6,678.39 million in raised funds currently held in a dedicated account, which remains unused[61]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 5,282[112]. - The largest shareholder, Yu Wenbiao, held 9.36% of the shares, with 5 million shares pledged[112]. - The company maintains a stable shareholder structure with no reported related party transactions among the top shareholders[114]. Compliance and Reporting - The semi-annual financial report was not audited[90]. - The company adheres to the accounting standards set by the Ministry of Finance, ensuring the financial statements reflect a true and complete picture of its financial status as of June 30, 2022[166]. - The company has confirmed its ability to continue operations for at least 12 months from the reporting date without significant issues affecting its ongoing viability[164].