股票代码：003037.SZ 股票简称：三和管桩 上市地点：深圳证券交易所 广东三和管桩股份有限公司 GUANGDONG SANHE PILE CO., LTD. （广东省中山市小榄镇同兴东路 30 号） 2022 年度向特定对象发行股票 发行情况报告书 保荐人 （ 主 承 销 商 ） 北京市丰台区西营街 8 号院 1 号楼 7 至 18 层 101 二〇二三年八月 本公司全体董事、监事、高级管理人员承诺本发行情况报告书不存在虚假记 载、误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担相应的法律责 任。 全体董事签名： 韦泽林 李维 韦洪文 韦植林 韦绮雯 吴延红 杨德明 张贞智 蒋元海 全体监事签名： 文维 潘英文 陆娜 非董事高级管理人员签名： 陈群 汪志宏 广东三和管桩股份有限公司 年 月 日 2 3 | 目 录 | | 4 | | --- | --- | --- | | 义 释 | | 5 | | 第一节 | | 本次发行的基本情况 6 | | | | 一、本次发行履行的相关程序 6 | | | | 二、本次发行概要 8 | | | | 三、本次发行对象基本情况 13 | | | | 四、本次发 ...

Financial Performance - The company's revenue for Q1 2023 was ¥1,503,543,481.29, representing an increase of 18.04% compared to ¥1,273,767,177.97 in the same period last year[5] - Net profit attributable to shareholders for Q1 2023 was ¥20,323,736.88, a significant increase of 276.57% from ¥5,397,094.96 in the previous year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥14,375,195.09, showing a remarkable increase of 2,221.53% compared to a loss of ¥677,585.65 in the same period last year[5] - The basic earnings per share for Q1 2023 was ¥0.0403, up 276.64% from ¥0.0107 in the previous year[5] - The diluted earnings per share for Q1 2023 was also ¥0.0403, reflecting the same percentage increase of 276.64% compared to the previous year[5] - Total operating revenue for the first quarter of 2023 was CNY 1,503,543,481.29, an increase of 18.0% compared to CNY 1,273,767,177.97 in the same period last year[23] - Net profit for the first quarter of 2023 reached CNY 20,226,828.03, compared to CNY 4,067,682.21 in the previous year, marking a significant increase of 396.5%[24] - The total comprehensive income attributable to the parent company was approximately ¥20.31 million, compared to ¥5.51 million in the previous period, reflecting an increase of about 268.5%[28] Cash Flow and Assets - The net cash flow from operating activities was -¥278,765,172.60, an improvement of 35.42% from -¥431,633,903.39 in the same period last year[5] - Cash and cash equivalents at the end of the period amounted to approximately ¥625.36 million, down from ¥642.50 million at the end of the previous period[29] - The net cash flow from investing activities was -¥210.00 million, worsening from -¥162.46 million in the previous period[28] - The net cash flow from financing activities was ¥168.35 million, a decrease from ¥185.70 million in the previous period[29] - The company received cash from investment recovery of approximately ¥331.30 million, significantly higher than ¥60.19 million in the previous period[28] - The company's total assets as of the end of the first quarter of 2023 were CNY 5,774,445,836.68, up from CNY 5,699,282,972.38 at the beginning of the year[21] - Current assets totaled CNY 3,032,315,777.43, slightly down from CNY 3,073,739,647.07 at the start of the year, indicating a decrease of 1.4%[20] - The company reported a total liability of CNY 4,011,068,506.79, an increase from CNY 3,905,348,243.45 at the beginning of the year, reflecting a rise of 2.7%[21] - The cash and cash equivalents decreased to CNY 690,835,217.06 from CNY 1,024,326,856.60, representing a decline of 32.6%[20] - The company’s long-term borrowings increased to CNY 682,879,639.52 from CNY 609,215,437.98, showing an increase of 12.0%[21] - The company’s total equity decreased to CNY 1,763,377,329.89 from CNY 1,793,934,728.93, reflecting a decline of 1.7%[21] Shareholder Information - The total number of common shareholders at the end of the reporting period is 22,863[11] - Guangdong Sanhe Building Materials Group holds 59.03% of shares, totaling 297,411,800 shares[11] - The top ten shareholders collectively hold a significant portion of shares, with the largest shareholder controlling over 59%[11] - The company has a diverse shareholder base, including both domestic and foreign entities[11] Investments and Projects - The company plans to invest at least 769 million RMB in the construction of an intelligent production base for high-strength precast pile components, with a production capacity of 4.5 million meters annually[14] - The total investment in the new project will have at least 70% allocated to fixed assets[14] - The company has engaged in public auction for land use rights, successfully acquiring a plot for future development[13] Regulatory and Corporate Governance - The company has received approval from the Shenzhen Stock Exchange for its application to issue shares to specific investors[15] - The company is in the process of responding to further review comments from the Shenzhen Stock Exchange regarding its stock issuance application[16] - The company has established employee stock ownership platforms through certain investment management firms[12] Research and Development - Research and development expenses for the first quarter were CNY 11,009,944.43, compared to CNY 8,986,963.05 in the previous year, indicating a growth of 22.5%[24]

股票代码：003037 股票简称：三和管桩 广东三和管桩股份有限公司 投资者关系活动记录表 编号：2023-001 | | □分析师会议 | □特定对象调研 | | --- | --- | --- | | 投资者关系活动 类别 | □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） | | | 活动参与人员 | 一、参与人员： | | | | 通过约调研平台参与公司 2022 年度网上业绩说明会的投 | | | | 资者 | | | | 二、上市公司接待人员姓名： | | | | 董事、总经理：李维 | | | | 董事、副总经理、董事会秘书：吴延红 | | | | 独立董事：杨德明 | | | | 财务总监：汪志宏 | | | | 银河证券保荐代表人：丁和伟 | | | 时间 | 2023 年 03 月 13 日（星期一）15:00-17:00 | | | 地点 | 微信小程序"三和管桩投资者关系" | | | 形式 | 网上会议 | | | | 1、问：今年股价能翻几倍 | | | | 答：尊敬的投资者，您好！ ...

证券代码：003037 证券简称：三和管桩 公告编号：2023-022 广东三和管桩股份有限公司 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"三和管桩投资者关系"小程序，即可参与交流。 出席本次网上说明会的人员有：董事、总经理：李维先生，董事、副总经理、董事会秘书： 吴延红女士，独立董事：杨德明先生，财务总监：汪志宏先生，银河证券保荐代表人：丁和伟 先生。 敬请广大投资者积极参与。 关于召开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。 广东三和管桩股份有限公司（以下简称"公司"）已于2023年3月1日在巨潮资讯网 （http://www.cninfo.com.cn/）上披露了公司《2022年年度报告》全文及《2022年年度报告 摘要》。 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03月13日（星期 一）15:00至17:00在"三和管桩投资者关系"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"三和管桩投资者关系"小程序参与互 ...

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the year, representing a growth of 15% compared to the previous year[19]. - The company's operating revenue for 2022 was ¥6,649,844,062.53, a decrease of 18.60% compared to ¥8,169,524,529.67 in 2021[27]. - Net profit attributable to shareholders for 2022 was ¥155,676,792.44, an increase of 98.86% from ¥78,286,028.92 in 2021[27]. - The net profit after deducting non-recurring gains and losses was ¥135,551,141.17, up 161.16% from ¥51,902,791.47 in 2021[27]. - The company's total assets at the end of 2022 were ¥5,699,282,972.38, an increase of 11.24% from ¥5,123,379,416.56 at the end of 2021[27]. - The weighted average return on equity for 2022 was 8.92%, up from 4.83% in 2021[27]. - The basic earnings per share for 2022 was ¥0.31, a 93.75% increase compared to ¥0.16 in 2021[27]. - The net cash flow from operating activities for 2022 was ¥77,802,521.01, a decrease of 28.36% from ¥108,604,536.80 in 2021[27]. - The company reported a net profit of ¥104,781,003.55 in Q3 2022, which was the highest quarterly profit for the year[31]. - The company achieved a net profit of CNY 15,567.68 million, an increase of 98.86% compared to the previous year[149]. Dividend and Profit Distribution - The company reported a profit distribution plan, proposing a cash dividend of 1.30 RMB per 10 shares based on a total of 503,836,583 shares[5]. Governance and Corporate Structure - The company emphasizes the importance of accurate financial reporting, with key personnel confirming the report's authenticity and completeness[4]. - The board of directors has ensured that all members attended the meeting to review the annual report, highlighting corporate governance practices[5]. - The report outlines the company's governance structure and responsibilities, ensuring accountability among its leadership[4]. - The company maintains independence from its controlling shareholder in business operations, personnel, assets, and financial matters, ensuring no interference in decision-making[169]. - The company has established a robust internal control system and governance structure, enhancing investor relations management and operational compliance[166]. - The company has been proactive in discussing its market positioning and future outlook during investor communications[168]. - The company has established an independent financial department and a complete financial accounting system, allowing for independent financial decision-making[173]. Market Expansion and Product Development - The company has a diverse portfolio of subsidiaries, including multiple fully-owned companies across various regions[15]. - The company plans to expand its production capacity by 40% through the establishment of new bases in Jiangmen and Zhejiang[19]. - New product development includes the launch of a high-strength PHC pile, which is expected to capture 30% of the market share in the next two years[19]. - The company has successfully entered the Indonesian market, establishing a subsidiary that is expected to generate 100 million RMB in revenue within the first year[19]. - The company aims to leverage its product and scale advantages to expand market share and solidify its market position through technological innovation, acquisitions, and capital market strategies[50]. - The company is actively expanding its product offerings to include hollow rectangular support piles suitable for various engineering applications, improving structural performance[54]. - The company is focused on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[181]. Risks and Challenges - The report includes forward-looking statements regarding future plans, urging investors to be aware of potential risks[5]. - The company has faced various risks detailed in the management discussion section, which investors are encouraged to review[5]. - The company faces challenges in expanding into certain regional markets, necessitating improvements in market development and management capabilities[62]. - Raw material price volatility poses a risk to gross margins, as raw materials account for a significant portion of product costs[156]. - The company will focus on improving management capabilities and optimizing financing structures to address risks associated with expansion and funding[162]. Research and Development - The company is investing 50 million RMB in R&D for innovative construction materials aimed at improving efficiency and sustainability[19]. - Research is ongoing for various construction methods suitable for precast piles in foundation support projects[109]. - The company is exploring the use of organic fibers to enhance the mechanical properties of concrete piles, aiming to improve toughness and impact resistance[110]. - R&D investment amounted to ¥54,990,371.82 in 2022, a decrease of 11.86% compared to ¥62,390,171.24 in 2021, while the R&D investment as a percentage of revenue increased to 0.83% from 0.76%[111]. Financial Management and Expenses - The total remuneration for directors, supervisors, and senior management during the reporting period was based on job responsibilities, performance evaluations, and industry salary standards[196]. - The remuneration for directors and supervisors was approved by the company's shareholders' meeting, while senior management remuneration was determined by the board's compensation and assessment committee[195]. - The company has a structured remuneration management system that includes basic salary, bonuses, allowances, and various benefits[196]. - Financial expenses surged by 95.10% to ¥63,641,455.31 due to an increase in bank loan principal[108]. - The company effectively controlled raw material costs, leading to a reduction in operating costs by 22.08% year-on-year[100]. Customer Engagement and Market Trends - User data indicates that the company has expanded its customer base by 20%, reaching a total of 500,000 active users[19]. - The company has implemented a new digital platform to enhance customer engagement, which is projected to increase sales conversion rates by 15%[19]. - Customer satisfaction ratings improved by 12%, reflecting the effectiveness of recent service enhancements[187]. Compliance and Transparency - The company is committed to transparency, with all relevant documents available for public inspection as per regulatory requirements[11]. - The company strictly follows information disclosure regulations, ensuring all shareholders have equal access to information through designated media[170]. - The company has implemented measures to ensure fair and transparent related-party transactions, complying with stock exchange rules[170].

Financial Performance - The company's revenue for Q3 2022 was ¥2,027,642,405.11, a decrease of 1.83% compared to the same period last year[6]. - Net profit attributable to shareholders for Q3 2022 was ¥104,781,003.55, an increase of 857.95% year-on-year[6]. - The net profit excluding non-recurring gains and losses for Q3 2022 was ¥100,738,542.53, up 611.44% from the previous year[6]. - The basic earnings per share for Q3 2022 was ¥0.21, representing an increase of 800.00% compared to the same period last year[6]. - The company's total revenue for the period was CNY 4,707,065,174.44, a decrease of 25.01% compared to CNY 6,264,928,132.80 in the previous period[39]. - The company's net profit for the period was not explicitly stated, but the retained earnings increased to CNY 551,088,686.50 from CNY 460,321,083.13, reflecting a growth of about 19.73%[38]. - The net profit for the current period is 127,469,374.10, an increase of 106.5% compared to 61,743,644.42 in the previous period[43]. - The total profit for the current period is 175,664,666.72, up from 87,901,529.92, representing a growth of 99.8%[43]. - The operating profit increased to 177,639,175.20 from 83,987,794.55, marking a rise of 111.7%[43]. - The basic and diluted earnings per share are both 0.26, doubling from 0.13 in the previous period[45]. - The total comprehensive income for the current period is 126,606,874.90, up from 64,419,758.35, which is an increase of 96.7%[45]. Assets and Liabilities - Total assets at the end of Q3 2022 reached ¥5,846,840,852.91, a growth of 14.12% from the end of the previous year[6]. - As of September 30, 2022, total assets amounted to CNY 5,846,840,852.91, an increase from CNY 5,123,379,416.56 on January 1, 2022, representing a growth of approximately 14.15%[32]. - The total liabilities increased to CNY 4,078,488,730.35 from CNY 3,416,461,440.00, indicating a rise of about 19.39%[35]. - Short-term borrowings rose to CNY 1,063,160,889.87 from CNY 791,611,939.60, marking an increase of approximately 34.38%[32]. - The company's contract liabilities increased to CNY 144,405,527.34 from CNY 101,707,293.34, representing a growth of about 42.00%[35]. - The company's fixed assets increased to CNY 1,736,959,419.93 from CNY 1,179,107,624.72, reflecting a growth of approximately 47.23%[32]. - The total equity attributable to shareholders rose to CNY 1,768,352,122.56 from CNY 1,696,246,083.27, an increase of about 4.00%[38]. Cash Flow - The company's cash flow from operating activities for the year-to-date was -¥241,724,290.21, an improvement of 37.65% compared to the same period last year[6]. - Cash flow from operating activities shows a net outflow of -241,724,290.21, an improvement from -387,701,895.28 in the previous period[49]. - Cash inflow from investment activities is 647,600,251.22, compared to 467,218,099.76 in the previous period, indicating a growth of 38.5%[49]. - Cash inflow from financing activities increased to 1,676,239,159.59 from 1,484,405,987.80, reflecting a rise of 12.9%[49]. - Cash flow from financing activities totaled 1,289,153,686.09, an increase of 38% compared to 934,225,544.77 in the previous period[52]. - Net cash flow from financing activities was 387,085,473.50, down 30% from 550,180,443.03 in the prior period[52]. - The net increase in cash and cash equivalents was -260,218,159.75, an improvement from -447,595,362.92 in the previous period[52]. - The ending balance of cash and cash equivalents was 790,595,902.89, up 19% from 663,734,628.00 in the prior period[52]. - As of September 30, 2022, the company's cash and cash equivalents amount to ¥853,858,873.70, down from ¥1,148,529,970.89 at the beginning of the year[29]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 27,138[18]. - Guangdong Sanhe Building Materials Group Co., Ltd. holds 59.03% of the shares, amounting to 297,411,800 shares[18]. - The company has a total of 10 major shareholders, with the top three holding a combined 73.85% of the shares[18]. - The company is utilizing employee stock ownership platforms for some of its shareholders[21]. Government and Regulatory Matters - The company received government subsidies amounting to ¥3,201,487.38 during Q3 2022, which positively impacted the financial results[7]. - The company is currently in the process of a non-public offering of A-shares, which has been accepted by the China Securities Regulatory Commission[26]. - The company has received feedback from the China Securities Regulatory Commission regarding its non-public offering application, requiring a written response within 30 days[27]. - The company plans to issue up to 151,150,974 A-shares at no less than 80% of the average trading price over the previous 20 trading days[23]. Cost Management - The gross profit margin improved significantly due to better control over sales prices and production costs, contributing to increased profitability[11]. - The company reported a decrease in operating costs by 28.50% compared to the previous year, amounting to ¥4,172,032,938.74[17]. - The company has been focusing on energy conservation and cost control measures, which have led to significant efficiency improvements[11]. - Research and development expenses decreased to CNY 34,312,539.63 from CNY 45,022,729.93, a reduction of approximately 23.73%[39].