中信建投证券股份有限公司关于长安汇通有限责任公司 协议收购北京新兴东方航空装备股份有限公司之 2023 年三季度持续督导意见 中信建投证券股份有限公司（以下简称"本财务顾问"、"中信建投证券"） 接受长安汇通有限责任公司（以下简称"收购人"、"长安汇通"）委托担任其收 购北京新兴东方航空装备股份有限公司（以下简称"新兴装备"、"上市公司"） 之财务顾问（上述收购行为以下简称"本次收购"）。按照《上市公司收购管理办 法》的规定，中信建投证券作为本次收购的财务顾问，持续督导期自长安汇通披 露《详式权益变动报告书》（2022 年 12 月 27 日）至收购完成后 12 个月止。通 过日常沟通并结合新兴装备的 2023 年三季度报告，本财务顾问出具 2023 年三季 度持续督导意见（以下简称"本意见"）。 一、交易资产的交付或过户情况 （一）权益变动概况 2022 年 12 月 21 日，戴岳先生与长安汇通签署《股份转让协议》，约定戴岳 先生向长安汇通转让其持有的新兴装备 15,000,000 股股份，占新兴装备总股本的 12.78%。 2022 年 12 月 21 日，戴岳先生、郝萌乔女士、王苹女士、戴小林女士签署 ...

证券代码：002933 证券简称：新兴装备 公告编号：2023-054 北京新兴东方航空装备股份有限公司 二、产业基金的进展情况 2023 年 10 月 31 日，公司收到产业基金管理人的通知，产业基金已在中国 证券投资基金业协会完成了备案手续，备案信息如下： 1 1、基金名称：陕西汇盈润信兴秦股权投资合伙企业（有限合伙） 关于与专业投资机构共同投资设立产业基金暨关联交易的进展公告 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。 一、与专业投资机构共同投资暨关联交易概述 北京新兴东方航空装备股份有限公司（以下简称"公司"）与中信建投资本 管理有限公司、关联方长安汇通私募基金管理有限公司、关联方长安汇通资产管 理有限公司等投资方共同出资设立陕西汇盈润信兴秦股权投资合伙企业（有限合 伙）（以下简称"产业基金"）。该产业基金的目标认缴出资总额为人民币 10.00 亿元（暂定金额），主要投资于军工科技领域，兼顾电子信息、新能源、新材料 等领域投资。公司作为有限合伙人以自有资金认缴出资 1.3 亿元，占产业基金认 缴出资总额的 13.00%。本次投资事项已经公司 202 ...

Financial Performance - The company's revenue for Q3 2023 reached ¥130,472,088.97, a significant increase of 254.39% compared to ¥36,816,318.59 in the same period last year[5] - The net profit attributable to shareholders was ¥6,691,152.38, marking a 124.16% improvement from a loss of ¥28,000,349.64 in Q3 2022[5] - The net profit after deducting non-recurring gains and losses was ¥3,236,041.50, a turnaround from a loss of ¥29,083,095.42 in the same quarter last year, reflecting an increase of 111.25%[5] - Total operating revenue for Q3 2023 reached CNY 256,547,164.88, an increase of 77.2% compared to CNY 144,725,873.85 in Q3 2022[22] - Net profit for Q3 2023 was CNY 12,932,561.34, a significant recovery from a net loss of CNY 34,388,086.95 in Q3 2022[23] - The total comprehensive income for the third quarter was CNY 12,885,417.76, compared to a loss of CNY 34,442,003.75 in the same period last year[24] Assets and Liabilities - The total assets as of September 30, 2023, amounted to ¥2,281,120,930.22, representing a 29.64% increase from ¥1,748,064,664.31 at the end of the previous year[5] - The company's total assets increased to CNY 2,281,120,930.22, compared to CNY 1,759,601,482.07 at the end of Q3 2022, marking a growth of 29.6%[20] - The total liabilities increased to CNY 805,866,455.35, compared to CNY 318,430,542.64 in the previous year, reflecting a growth of 153.1%[20] - The equity attributable to shareholders of the parent company rose to CNY 1,472,470,887.35, compared to CNY 1,437,657,054.07 in Q3 2022, showing a modest increase of 2.4%[20] Cash Flow - The cash flow from operating activities showed a negative net amount of -¥36,634,374.29, worsening by 160.60% compared to -¥14,057,845.20 in the previous year[5] - The net cash flow from operating activities for the first nine months of 2023 was -36,634,374.29 RMB, a decrease of 160.60% compared to -14,057,845.20 RMB in the same period of 2022[12] - The net cash flow from investing activities for the first nine months of 2023 was -313,181,455.19 RMB, a decrease of 2.88% compared to -548,246,422.40 RMB in the same period of 2022[12] - The net cash flow from financing activities for the first nine months of 2023 was 384,185,667.43 RMB, an increase of 2390.58% compared to -16,772,449.72 RMB in the same period of 2022[12] - The net cash flow from operating activities was negative CNY 36,634,374.29, worsening from negative CNY 14,057,845.20 year-over-year[25] - The net cash flow from financing activities was CNY 384,185,667.43, a significant improvement from negative CNY 16,772,449.72 in the same period last year[25] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 13,285[13] - The largest shareholder, Chang'an Huitong Co., Ltd., holds 18.58% of the shares, amounting to 21,806,300 shares[13] Investments and R&D - The company is investing in the construction of a new R&D and production base in Nanjing, contributing to a 68.14% increase in construction in progress to ¥96,589,462.78[11] - The company has initiated R&D projects in the smart robotics sector, applying core servo control technologies[16] - Research and development expenses for Q3 2023 were CNY 20,816,966.84, slightly up from CNY 20,253,234.27 in Q3 2022, indicating continued investment in innovation[23] Impairment Losses - The company experienced a credit impairment loss of -5,669,324.89 RMB, primarily due to an increase in accounts receivable[12] - The company reported an asset impairment loss of -18,522,896.93 RMB, an increase of 61.04% compared to the previous period[12] Other Financial Metrics - The company’s basic earnings per share for Q3 2023 was ¥0.06, a significant recovery from -¥0.25 in Q3 2022, reflecting a 125.00% increase[5] - The company reported a fair value change gain of 1,967,028.25 RMB, a significant increase from 0.00 RMB in the previous period[12] - Deferred tax assets increased to CNY 54,660,600.49 as of January 1, 2023, following an adjustment of CNY 11,536,817.76[28] - The implementation of new accounting standards did not have a significant impact on the company's financial position and operating results[26] - The company has not undergone an audit for the third quarter report[29]

经公司对截至 2023 年 9 月 30 日合并报表范围内的资产进行全面清查和资 产减值测试后，2023 年第三季度计提各项资产减值准备合计 25,340,625.78 元， 计入的报告期间为 2023 年 7 月 1 日至 2023 年 9 月 30 日，明细如下表： 证券代码：002933 证券简称：新兴装备 公告编号：2023-053 北京新兴东方航空装备股份有限公司 关于 2023 年第三季度计提信用减值及资产减值准备的公告 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、误导性陈述或重大遗漏。 根据《企业会计准则》、《深圳证券交易所股票上市规则》等相关规定，北 京新兴东方航空装备股份有限公司（以下简称"公司"）对 2023 年第三季度可 能存在减值迹象的相关资产计提减值准备，现将具体内容公告如下： 一、本次计提减值准备情况概述 1、本次计提减值准备的原因 为真实、准确反映公司的财务状况和经营成果，按照《企业会计准则》、《深 圳证券交易所股票上市规则》等有关规定，公司对截至 2023 年 9 月 30 日合并报 表范围内的各类资产进行了全面检查和减值测试，基于谨慎性原则，公司 ...

中信建投证券股份有限公司关于长安汇通有限责任公司 协议收购北京新兴东方航空装备股份有限公司之 2023 年半年度持续督导意见 中信建投证券股份有限公司（以下简称"本财务顾问"、"中信建投证券"） 接受长安汇通有限责任公司（以下简称"收购人"、"长安汇通"）委托担任其收 购北京新兴东方航空装备股份有限公司（以下简称"新兴装备"、"上市公司"） 之财务顾问（上述收购行为以下简称"本次收购"）。按照《上市公司收购管理办 法》的规定，中信建投证券作为本次收购的财务顾问，持续督导期自长安汇通披 露《详式权益变动报告书》（2022 年 12 月 27 日）至收购完成后 12 个月止。通 过日常沟通并结合新兴装备的 2023 年半年度报告，本财务顾问出具 2023 年半年 度持续督导意见（以下简称"本意见"）。 一、交易资产的交付或过户情况 （一）权益变动概况 2022 年 12 月 21 日，戴岳先生与长安汇通签署《股份转让协议》，约定戴岳 先生向长安汇通转让其持有的新兴装备 15,000,000 股股份，占新兴装备总股本的 12.78%。 2022 年 12 月 21 日，戴岳先生、郝萌乔女士、王苹女士、戴小林女士签署 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥126,075,075.91, representing a 16.83% increase compared to ¥107,909,555.26 in the same period last year[20]. - The net profit attributable to shareholders was ¥6,971,706.80, a significant turnaround from a loss of ¥5,070,177.24 in the previous year, marking a 243.48% improvement[20]. - The net profit after deducting non-recurring gains and losses was ¥5,299,936.61, compared to a loss of ¥8,093,636.88 in the same period last year, reflecting a 167.24% increase[20]. - The net cash flow from operating activities reached ¥19,266,146.34, up 244.42% from ¥5,593,718.38 in the previous year[20]. - Basic earnings per share improved to ¥0.06, compared to a loss of ¥0.04 per share in the same period last year, representing a 250.00% increase[20]. - Total assets at the end of the reporting period were ¥2,239,666,634.27, a 27.28% increase from ¥1,748,064,664.31 at the end of the previous year[20]. - The net assets attributable to shareholders increased by 1.65% to ¥1,461,403,373.63 from ¥1,438,304,591.23 at the end of the previous year[20]. - The company reported a significant increase in net cash from financing activities, amounting to ¥386,858,617.48, a 2,350.31% rise from -¥17,191,357.65, mainly due to new bank loans[47]. - The company reported a gross profit margin of 38.00%, slightly up by 0.67% from the previous year[51]. - The company reported a total comprehensive income of CNY 8,125,370.30, recovering from a loss of CNY 2,121,597.25 in the previous year[193]. Business Operations - The main business focuses on the research, production, and sales of aviation equipment products based on servo control technology, primarily serving the defense and military sectors[27]. - New products, including a certain type of suspension system and electric folding system, have entered mass production during the reporting period[36]. - The company has successfully developed the first prototype of a generator and its controller for the drone sector, and a high-power underwater propulsion motor and control system prototype for marine equipment[36]. - The company maintains a leading position in the domestic helicopter market with its airborne suspension and launch devices, as well as aircraft information management systems[35]. - The product structure is diversified, focusing on airborne suspension/launch devices while expanding into civil helicopters, fixed-wing aircraft, and drones, enhancing market reach[42]. - The company is recognized as a key supplier of airborne equipment for military aircraft, contributing to national defense and security[35]. Market and Industry Outlook - The defense industry is expected to experience stable growth due to increasing national defense spending, aligning with the country's modernization goals[29]. - The company operates in a non-cyclical industry, with military procurement being planned and subject to fluctuations based on military budget allocations[34]. - The company aims to expand its market presence in civil helicopters and fixed-wing aircraft to reduce customer concentration risks[77]. - The company emphasizes the importance of new product development and market research to maintain competitive advantages and mitigate risks[79]. Risks and Challenges - The company faces risks including operational performance volatility and high customer concentration, which are detailed in the report[3]. - The company’s revenue from the top five customers accounted for 99.68% of total revenue, indicating a high customer concentration risk[76]. - The company faces risks related to the volatility of military product sales, influenced by customer demand and procurement plans[75]. - The company has implemented measures to manage accounts receivable risks, including establishing customer profiles and linking collection performance to management incentives[78]. Corporate Governance and Management - The company has completed a control rights change and established a party branch to enhance corporate vitality and cohesion[36]. - The company has established a comprehensive risk control system that integrates various management aspects, ensuring effective governance and operational efficiency[44]. - The company has implemented changes in accounting policies as per the new regulations effective from January 1, 2023, without significant impact on its financial status[20]. - The company has a robust intellectual property management system, which includes feasibility analysis and patent applications, protecting its research achievements[40]. - The company has established an industrial fund with a target total subscription amount of RMB 1 billion, focusing on military technology and related sectors, with the company contributing RMB 130 million, accounting for 13% of the total[117]. Financial Management and Investments - The company has adopted a cautious approach to funding projects with potential lower returns, ensuring efficient use of raised funds[66]. - The company has adjusted the use of unutilized raised funds to focus on key technology research and infrastructure development for the R&D center[66]. - The company has decided to terminate the R&D center construction project and will use its own funds for future investments instead of the raised funds[70]. - The company plans to manage and supervise the progress of fundraising investment projects to improve efficiency and returns based on market changes[83]. Environmental and Social Responsibility - The company adheres to various environmental laws and regulations, ensuring compliance and no penalties related to environmental issues[97]. - The company emphasizes social responsibility, focusing on national defense and providing specialized aviation equipment solutions, contributing to employment and tax revenue[98]. - The company actively engages in energy-saving and emission-reduction activities, highlighting its commitment to environmental protection[100]. Shareholder Information - The company did not distribute cash dividends or bonus shares for the half-year period[88]. - The company appointed new directors and a financial director during the reporting period, indicating a shift in management personnel[87]. - The total number of common shareholders at the end of the reporting period is 14,542[142]. - The controlling shareholder changed to Chang'an Huitong Co., Ltd. on April 25, 2023, with the actual controller being the Shaanxi Provincial State-owned Assets Supervision and Administration Commission[146].

Group 1: Company Performance and Financials - The company reported a significant decline in performance for 2022, primarily due to the inability to achieve mass production and delivery of new model equipment, as well as high material costs associated with these products [2] - As of December 31, 2022, the company had 279 employees [2] - The company has experienced two consecutive years of losses and is implementing measures in 2023 to turn around its financial situation by optimizing management mechanisms and enhancing production and quality control capabilities [2] Group 2: Orders and R&D - The company is currently signing orders, indicating ongoing business activity [1] - There is a budget for R&D expenses in 2023, although specific details are to be disclosed in future reports [1] - The company emphasizes the importance of R&D innovation to enhance profitability and competitive advantage [2] Group 3: Employee Incentives and Market Impact - The decline in 2022 performance was partly attributed to the costs associated with the employee stock ownership plan, which impacted the company's financials [2] - The stock price was significantly affected by market fluctuations, and the company has not set any guarantees or commitments regarding stock performance post-lockup period [2] Group 4: Product Applications - The company's airborne equipment is utilized in fixed-wing aircraft and drones [3]

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.5 billion RMB in 2022, representing a growth of 20% compared to the previous year[1]. - The company has set a revenue guidance for 2023, projecting an increase of 25% to 1.875 billion RMB[1]. - The company's operating revenue for 2022 was ¥190,765,652.22, a decrease of 22.47% compared to ¥246,048,709.81 in 2021[21]. - The net profit attributable to shareholders for 2022 was -¥57,770,987.76, representing a significant decline of 3,035.99% from -¥1,842,192.64 in 2021[21]. - The net cash flow from operating activities decreased by 87.90% to ¥15,922,461.75 in 2022, down from ¥131,639,396.57 in 2021[21]. - The company reported a gross margin of 31.63% for 2022, down 18.81% from the previous year, with a notable decrease in the gross margin for airborne equipment to 30.58%[57]. - The revenue from airborne equipment was ¥160,342,201.55, accounting for 84.05% of total revenue, which decreased by 28.57% year-on-year[55]. - The company’s revenue from technical services increased by 41.03% year-on-year, reaching ¥30,423,450.67[55]. User Growth and Market Expansion - User data showed a rise in active users, reaching 500,000 by the end of 2022, which is a 15% increase year-over-year[1]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by 2025[1]. - The company aims to expand its market presence by gradually extending its business from military to civilian applications, including civil helicopters and drones[45]. Research and Development - The company has invested 100 million RMB in R&D for new technologies, focusing on advanced avionics systems[1]. - The company focused on technological innovation, completing annual R&D tasks with substantial progress in core business areas, including helicopter and fixed-wing aircraft systems[51]. - The company is investing heavily in R&D, with a budget allocation of 200 million yuan for new technology development[142]. - Research and development expenses increased by 25% in 2022, totaling 300 million RMB, to support innovation initiatives[197]. Strategic Acquisitions and Partnerships - A strategic acquisition of a smaller competitor was completed, which is anticipated to contribute an additional 200 million RMB in annual revenue[1]. - The company is considering strategic acquisitions to enhance its product portfolio, with a target of identifying two potential candidates by the end of the year[142]. - A strategic acquisition of a smaller competitor is anticipated to be completed by Q3 2023, expected to enhance production capacity by 30%[198]. Risk Management - The company faces risks related to customer concentration, with the top five clients accounting for 60% of total revenue[1]. - The management emphasized the importance of risk management strategies to mitigate potential impacts from market fluctuations[1]. - The company faces risks related to the loss of necessary qualifications for military product development and sales, which could significantly impact order volumes[112]. Governance and Compliance - The company has established a complete and independent business system, ensuring no competition with the controlling shareholder[125]. - The company has a robust financial management system, maintaining independent accounting and tax obligations, with no non-operational fund occupation by the controlling shareholder[126]. - The company has maintained a high level of governance, with all shareholder meeting resolutions passed without any rejections during the reporting period[118]. - The company emphasizes investor relations management, utilizing multiple communication channels to engage with investors and protect their rights[123]. Employee Management and Development - The total number of employees at the end of the reporting period was 279, with 257 from the parent company and 22 from major subsidiaries[160]. - The company emphasizes a competitive salary structure and has established a performance-based salary assessment mechanism[161]. - In 2022, the company organized various training programs to enhance employees' professional skills and knowledge, focusing on R&D, project management, and quality management[162]. - The company is committed to employee development through structured training and career advancement opportunities[162]. Sustainability and Social Responsibility - The management emphasized a focus on sustainability, aiming to reduce carbon emissions by 40% by 2025[196]. - The company emphasizes environmental protection and actively engages in energy-saving and emission-reduction activities, positioning itself as a resource-saving industry[186]. - The company aims to contribute to national defense and military development through its specialized aviation equipment solutions[181]. Financial Strategies and Shareholder Relations - The company has not distributed cash dividends for the fiscal year, as the company aims to reinvest profits into growth initiatives[1]. - The company has a clear and independent asset ownership structure, with no shared resources with the controlling shareholder[126]. - The company has committed to protecting the rights of minority investors by ensuring fair participation in corporate governance through both in-person and online voting channels during shareholder meetings[182].

Financial Performance - The company's operating revenue for Q1 2023 was ¥44,104,344.13, a decrease of 42.56% compared to ¥76,784,092.26 in the same period last year[5] - The net profit attributable to shareholders was -¥11,902,269.34, representing a decline of 224.36% from a profit of ¥9,570,831.89 in the previous year[5] - Operating profit was reported at CNY -14,340,334.98, compared to a profit of CNY 11,161,787.45 in the same period last year[25] - The total profit for Q1 2023 was -14,340,334.98 CNY, compared to a profit of 11,193,787.45 CNY in Q1 2022, indicating a significant decline[26] - The net profit for Q1 2023 was -12,315,099.06 CNY, down from 9,056,241.02 CNY in the same period last year[26] - The company recorded other comprehensive income attributable to the parent company of -110,707.16 CNY for the quarter[26] - The total comprehensive income for Q1 2023 was -12,425,806.22 CNY, compared to 9,056,241.02 CNY in the same period last year[26] Cash Flow and Assets - The net cash flow from operating activities increased significantly to ¥50,279,813.93, compared to -¥12,258,108.60 in the same period last year, marking a 510.18% improvement[10] - Cash and cash equivalents increased to CNY 1,262,971,823.16 from CNY 877,972,868.32 at the beginning of the year, representing a growth of 43.9%[22] - The total cash and cash equivalents at the end of Q1 2023 stood at 1,261,354,532.76 CNY, up from 794,863,681.71 CNY at the end of Q1 2022[30] - The company reported cash inflows from investment activities totaling 667,019,223.59 CNY, compared to 440,649,143.90 CNY in the previous year[29] - The net cash flow from investment activities was -64,122,070.36 CNY, an improvement from -154,108,805.93 CNY in Q1 2022[30] - The cash flow from financing activities resulted in a net inflow of 398,740,698.61 CNY, compared to a net outflow of -12,196,500.69 CNY in the same quarter last year[30] Assets and Liabilities - Total assets at the end of the reporting period reached ¥2,173,374,703.66, an increase of 24.33% from ¥1,748,064,664.31 at the end of the previous year[5] - Total liabilities increased to CNY 732,456,798.97 from CNY 306,237,533.08, reflecting a significant rise of 139.0%[23] - The company’s total current assets increased to CNY 1,815,046,440.26 from CNY 1,402,934,469.84, a rise of 29.4%[22] - Non-current assets totaled CNY 358,328,263.40, up from CNY 345,130,194.47, marking an increase of 3.5%[22] - The company’s total liabilities increased significantly, with contract liabilities rising by 102.59% to ¥72,213,889.39 due to increased prepayments[10] Shareholder Information - The company completed a share transfer agreement on December 21, 2022, transferring 15,000,000 shares, representing 12.78% of the total share capital, at a price of RMB 30.70 per share[14] - Following the transfer, the new controlling shareholder, Chang'an Huitong, holds 21,806,300 shares, accounting for 18.58% of the total share capital[14] - The actual controller of the company changed to the Shaanxi Provincial State-owned Assets Supervision and Administration Commission[14] - The company’s major shareholders include Dai Yue, who holds 35,964,587 shares, and Chang'an Huitong, which holds 6,806,300 shares[13] - The company has a total of 10 major shareholders, with the top 5 holding significant stakes in the company[13] - The company has committed to transparency regarding shareholder relationships and has disclosed potential conflicts of interest among major shareholders[13] Employee Stock Ownership Plan - As of March 31, 2023, the first phase of the employee stock ownership plan has unlocked 1,608,019 shares, which is 1.37% of the company's total share capital[19] - The company’s first phase employee stock ownership plan was approved on March 16, 2022, with a total of 402,004.8 shares transferred at a price of RMB 6.28 per share[19] Expenses - The company reported a significant increase in sales expenses, which rose to ¥1,893,019.67, primarily due to higher personnel costs and employee stock plan amortization[10] - Research and development expenses were CNY 5,991,106.42, slightly down from CNY 6,874,771.10 year-over-year[25] - Total operating costs amounted to CNY 60,670,300.85, down 10.9% from CNY 67,773,272.77 year-over-year[25] Earnings Per Share - The company’s basic and diluted earnings per share were both -¥0.10, a decrease of 225.00% from ¥0.08 in the same period last year[5] - Basic and diluted earnings per share for Q1 2023 were both -0.1 CNY, compared to 0.08 CNY in Q1 2022[26] - The company’s weighted average return on equity was -0.83%, down from 0.66% in the previous year[5]

证券代码：002933 证券简称：新兴装备 公告编号：2023-025 出席本次年度业绩网上说明会的人员有：公司董事长兼董事会秘书李伟峰先 生、董事兼总经理向子琦先生、独立董事丁立先生、代财务总监高琳琳女士。 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。投资者可提前登录 "互动易"平台（http://irm.cninfo.com.cn）"云访谈"栏目进入公司本次说明会 页面进行提问（活动页面将于活动开始前五个交易日对外发布，发布之后投资者 即可提问）。届时公司将在本次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本次网上说明会。 特此公告。 北京新兴东方航空装备股份有限公司 北京新兴东方航空装备股份有限公司 关于举行 2022 年度网上业绩说明会的公告 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。 北京新兴东方航空装备股份有限公司（以下简称"公司"）2022 年年度报 告已于 2023 年 4 月 29 日在巨潮资讯网披露。为了更好地与广大投资者进行交流， 使 ...