证券代码：200054 证券简称：建车 B 公告编号：2023-066 | 序号 | 修订前 | 修改后 | 修订依据 | | --- | --- | --- | --- | | | 险管理；指导企业风险管理体系、内部控制 | （四）监督及评估公司的内部控制及 | | | | 体系、合规管理体系和违规经营投资责任追 | 风险管理；指导企业风险管理体系、内部 | | | | 究工作体系建设，督导内部审计制度的制订 | 控制体系、合规管理体系和违规经营投资 | | | | 及实施，并对相关制度及其执行情况进行检 | 责任追究工作体系建设，督导内部审计制 | | | | 查和评估； | 度的制订及实施，并对相关制度及其执行 | | | | （五）推进公司法治建设，对经理层依 | 情况进行检查和评估； | | | | 法治企情况进行监督； | （五）推进公司法治建设，对经理层 | | | | （六）监督公司内部审计机构负责人的 | 依法治企情况进行监督； | | | | 任免，提出有关意见； | （六）监督公司内部审计机构负责人 | | | | （七）负责法律法规、《公司章程》和 | 的任免，提出有关意见； | | ...

证券代码：200054 证券简称：建车 B 公告编号：2023-065 重庆建设汽车系统股份有限公司 关于变更会计师事务所的公告 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。 1 万元人民币/年，该议案尚需提交公司股东大会审议。现将具体情况公告如 下： 一、拟聘任会计师事务所的基本情况 （一）机构信息 1.基本信息 特别提示： 1.拟聘任会计师事务所：天职国际会计师事务所（特殊普通合伙） 2.原聘任会计师事务所：大华会计师事务所（特殊普通合伙） 3.变更会计师事务所的原因：根据中国证监会联合财政部、国资委印 发《国有企业、上市公司选聘会计师事务所管理办法》（财会〔2023〕4 号， 以下简称《选聘办法》）规定，本公司作为国有控股上市公司，就选聘会计 师事务事项应当同时符合《选聘办法》中关于国有企业和上市公司的有关 规定。鉴于此，公司 2023 年度会计师事务所的选聘，由履行出资人职责的 中国兵器装备集团有限公司（以下简称：兵装集团）统筹安排。经兵装集 团公开招标后，委托天职国际会计师事务所（特殊普通合伙）对本公司进 行审计。 4.公司审计委员会、独立董事、董 ...

证券代码：200054 证券简称：建车 B 公告编号：2023-063 重庆建设汽车系统股份有限公司 关于董事长辞职的公告 本公司及其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。 2023 年 10 月 27 日，重庆建设汽车系统股份有限公司（以下简称"公司 "）董事会收到颜学钏先生书面辞职报告。颜学钏先生因退休，申请辞去公 司第十届董事会董事长、董事及董事会战略委员会主任委员、委员职务。 根据《公司章程》等有关规定，颜学钏先生辞职后，公司董事会成员人数 未低于法定人数，辞职报告自送达董事会时生效。颜学钏先生辞职后不再 担任公司任何职务。颜学钏先生未持有本公司股票。 公司董事会对颜学钏先生在任职期间为公司发展做出的贡献表示衷心 感谢。 特此公告 重庆建设汽车系统股份有限公司董事会 二○二三年十月三十一日 ...

证券代码：200054 证券简称：建车 B 公告编号：2023-059 重庆建设汽车系统股份有限公司董事会 2023 年 10 月 13 日 重庆建设汽车系统股份有限公司风险提示公告 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。 重庆建设汽车系统股份有限公司（以下简称"公司"）主要从事 汽车空调压缩机生产和销售，9 月汽车空调压缩机实现销量 9.94 万 台，环比增长 32.7%，同比增长 28.32%，1-9 月累计销售 84.52 万台， 同比下降 1.55%，前三季度销量同比下降幅度较上半年收窄，目前， 公司积极推动产品转型，新能源产品市场拓展取得实效，传统产品市 场稳定，公司生产经营正常。 截至 2023 年 10 月 12 日，公司股票连续九十个交易日累计成交 量为 98.49 万股，低于 100 万股。根据《深圳证券交易所股票上市规 则》的规定，若公司股票连续九十个交易日累计成交量低于 100 万股 需进行风险提示。敬请广大投资者理性投资，注意风险。 特此公告。 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥216,587,683.76, a decrease of 9.43% compared to ¥239,131,462.84 in the same period last year[19]. - The net profit attributable to shareholders was -¥43,310,678.15, representing a decline of 423.07% from ¥13,405,938.22 in the previous year[19]. - The net cash flow from operating activities decreased by 33.80%, amounting to ¥20,778,778.36 compared to ¥31,389,232.50 in the same period last year[19]. - The total assets at the end of the reporting period were ¥838,233,278.50, down 6.54% from ¥896,911,569.17 at the end of the previous year[19]. - The net assets attributable to shareholders decreased by 38.11%, from ¥111,091,284.68 to ¥68,755,429.09[19]. - The company reported a basic earnings per share of -¥0.3628, a decline of 423.06% from ¥0.1123 in the same period last year[19]. - The weighted average return on net assets was -48.16%, a decrease of 61.46% compared to 13.30% in the previous year[19]. - The company's operating costs decreased by 9.44% to ¥203,988,171.59 from ¥225,259,680.42 year-on-year[33]. - The company reported a significant decrease in cash and cash equivalents, with a net decrease of ¥105,357,875.11 compared to an increase of ¥41,133,257.01 in the previous year, reflecting impacts from operating, investing, and financing activities[33]. - The company reported a net loss in retained earnings, with undistributed profits at -¥1,139,090,156.79 as of June 30, 2023, compared to -¥1,095,779,478.64 at the beginning of the year[133]. Market Dynamics - Domestic revenue fell by 29.37% to ¥114,408,073.13, while international revenue increased by 32.45% to ¥102,179,610.63, indicating a shift in market dynamics[36]. - The production and sales of automobiles in China increased by 9.3% and 9.8% respectively in the first half of 2023, with new energy vehicles growing by 42.4% and 44.1%[26]. Research and Development - Research and development investment increased by 12.79% to ¥16,634,871.51 from ¥14,748,476.51 in the previous year[33]. - The company has established a "1+3+1" technology innovation platform to support research and development in automotive thermal management systems[28]. - The company has applied for over 220 patents, including more than 50 invention patents, showcasing its commitment to innovation[28]. - The company has a total of 69 technology personnel, with 943 R&D staff, indicating a strong focus on talent development[31]. Environmental Responsibility - The company invested approximately 1.01 million yuan in environmental governance and protection in the first half of 2023, covering facility maintenance, hazardous waste disposal, environmental monitoring, and training[70]. - The total amount of environmental protection tax paid by the company was 6,000 yuan, applicable to air pollutants[70]. - The wastewater treatment stations operated by the company and its subsidiaries maintained stable operations, consistently meeting discharge standards[68]. - The company implemented emergency response plans for environmental pollution incidents, approved by experts, to safeguard public health and property[69]. - Monitoring reports from qualified third-party agencies confirmed that the emissions of wastewater and organized and unorganized waste gas from the company met relevant discharge standards[71]. Corporate Governance - The company held two shareholder meetings during the reporting period, with participation rates of 74.45% and 76.24% respectively[56]. - The company has not implemented any employee stock ownership plans or other incentive measures during the reporting period[60]. - The company has not engaged in any securities or derivative investments during the reporting period[48][49]. - The company has not undergone any changes in its controlling shareholder or actual controller during the reporting period[120]. - The financial report for the first half of 2023 has not been audited[128]. Related Party Transactions - The company has sold products worth 15,000,000 yuan to Changan Automobile and its subsidiaries, accounting for 14.43% of similar transactions[84]. - The company expects to achieve a total of 150 million CNY in purchases from related parties, with actual transactions reaching 86.3 million CNY, accounting for 57.53% of the annual forecast[86]. - The sales of products and goods to related parties are projected to total 18,150 million CNY, with actual sales recorded at 3,842.15 million CNY, representing 21.17% of the annual estimate[86]. - The company reported a loan balance of 34,329 million CNY with related parties, after a repayment of 12,421 million CNY during the period[91]. Financial Position - The total current liabilities amounted to ¥768,641,189.42, slightly down from ¥784,808,496.52, indicating a decrease of about 2.1%[132]. - The company's equity attributable to shareholders decreased from ¥111,091,284.68 to ¥68,755,429.09, a decline of approximately 38.1%[133]. - The total amount of special reserves is CNY 882,033,000, indicating a strategic focus on specific projects[164]. - The company has not reported any new equity contributions or capital increases during the current period[169]. Strategic Initiatives - The company plans to accelerate technological innovation and enhance market scale efficiency as part of its strategic response to current challenges[54]. - The company plans to expand its market presence and invest in new product development to drive future growth[160]. - The company has engaged in 10 recruitment fairs, receiving over 110 resumes and interviewing more than 40 candidates, resulting in 10 hires[75].

证券代码：200054 证券简称：建车 B | 答：感谢您对建设股份的关注与支持！目前公司正在按照十四五规划 | | --- | | 稳步推进生产经营，如有增资扩股计划将及时预告，请持续关注公司 信息披露。 | | 2.我是持有公司股票十几年了，十几年来公司业绩起伏不定，近几年业 | | 绩也不理想，建议公司在现在主业基础上，另外拓展新业务，提升公 | | 司发展能力和盈利能力。 | | 答：感谢您对建设股份的关注与支持！您的建议非常好！公司正在积 | | 极拓展新业务，加快转型升级高质量发展。 | | 3.已有多家Ｂ股上市公司实现了Ｂ股改革，为什么公司Ｂ股改革至今无 | | 进展，希望公司尽快推动Ｂ转Ａ工作。 | | 答：感谢您对建设股份的关注与支持！公司正在按照国家有关政策， | | 积极探索Ｂ转Ａ工作。 | | 4.公司连亏多年，今年是否有望扭亏为盈？如果达到年报中期望的 5.7 | | 亿营收，预计盈利达到多少？ | | 答：感谢您对建设股份的关注与支持！公司按照"十四五"规划，大 | | 力实施"136"战略，在向新能源热管理产业转型升级过程中发展符合 | | 预期。具体情况详见公司定期报告。 | ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥95,871,501.13, a decrease of 21.46% compared to ¥122,064,712.94 in the same period last year[5] - The net profit attributable to shareholders was a loss of ¥26,718,192.49, representing a decline of 213.96% from a profit of ¥23,445,211.84 in the previous year[5] - The net cash flow from operating activities was negative at ¥16,520,111.28, a decrease of 172.22% compared to ¥22,875,680.64 in the same period last year[5] - The basic earnings per share were -¥0.2238, down 213.95% from ¥0.1964 in the previous year[5] - Net profit for Q1 2023 was a loss of ¥26,718,192.49, compared to a profit of ¥23,445,211.84 in Q1 2022, indicating a significant decline in profitability[20] - Basic and diluted earnings per share for Q1 2023 were both -¥0.2238, compared to ¥0.1964 in Q1 2022, reflecting a significant decline[20] Assets and Liabilities - Total assets at the end of the reporting period were ¥857,207,998.47, a decrease of 4.43% from ¥896,911,569.17 at the end of the previous year[5] - Current liabilities totaled ¥771,418,695.15 in Q1 2023, slightly down from ¥784,808,496.52 in Q1 2022, a decrease of about 1.5%[17] - The total liabilities decreased to ¥772,342,919.13 in Q1 2023 from ¥785,820,284.49 in Q1 2022, a reduction of approximately 1.7%[17] - The equity attributable to shareholders decreased by 23.61% to ¥84,865,079.34 from ¥111,091,284.68 at the end of the previous year[5] Revenue and Costs - Total operating costs for Q1 2023 were ¥124,461,521.39, down from ¥140,569,857.35 in the same period last year, representing a reduction of 11.5%[18] - The decline in net profit was primarily due to a decrease in sales of automotive air conditioning compressors, which affected revenue and profit, along with the absence of a one-time gain from the disposal of a factory in the previous year[10] - Cash received from sales of goods and services was 66,284,849.64 CNY, down from 131,626,562.37 CNY in the previous year, showing a decline of approximately 49.7%[21] - Cash paid for goods and services was 53,951,332.54 CNY, compared to 73,126,645.58 CNY in Q1 2022, reflecting a decrease of about 26.3%[21] Cash Flow - The net cash flow from investing activities was -3,510,553.68 CNY, a decrease from 143,158,245.64 CNY in the previous year, reflecting a decline of approximately 102.4%[22] - Total cash inflow from financing activities was 156,603,500.00 CNY, up from 94,625,373.08 CNY in Q1 2022, representing an increase of about 65.5%[22] - The company reported a net cash outflow from financing activities of -84,176,914.98 CNY, an improvement from -105,390,286.38 CNY in the same period last year, indicating a reduction of approximately 20.1%[22] - The cash inflow from tax refunds was 5,045,862.06 CNY, an increase from 3,054,521.70 CNY in the previous year, representing a growth of about 65.1%[21] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 6,991[12] - The largest shareholder, China Ordnance Equipment Group Corporation, holds 71.13% of the shares[12] Inventory and Investments - The company's inventory increased to ¥135,340,930.34 in Q1 2023 from ¥131,860,572.93 in Q1 2022, showing a rise of 2.9%[16] - The company's long-term equity investments were valued at ¥211,032,122.38 in Q1 2023, slightly up from ¥210,112,321.04 in Q1 2022, indicating a marginal increase[16] Research and Development - Research and development expenses rose to ¥8,361,041.19 in Q1 2023, up from ¥6,881,754.16 in Q1 2022, an increase of 21.5%[18] Government Subsidies - The company received government subsidies amounting to ¥785,385.63 during the reporting period[7]

Business Structure and Strategy - The company reported a significant structural adjustment in its main business, shifting from motorcycle production to automotive air conditioning compressor manufacturing since 2015[21]. - The company emphasizes that its future plans do not constitute a commitment to investors and are subject to market conditions and operational efforts[3]. - The company has identified a need for accelerated product innovation and improvement in core technologies to support its growth[90]. - The company aims to implement its "136" strategy, focusing on becoming a leading technology innovation enterprise with goals of scaling up, increasing efficiency, and enhancing effectiveness[91]. - The company is actively pursuing new business opportunities and market expansion strategies to drive growth[114]. Financial Performance - The company plans not to distribute cash dividends or issue bonus shares for the year[4]. - The company has not provided specific earnings forecasts for 2023, highlighting the uncertainty due to various influencing factors[3]. - The company’s operating revenue for 2022 was ¥474,114,098.08, a decrease of 30.29% compared to ¥680,118,967.08 in 2021[22]. - The net loss attributable to shareholders for 2022 was ¥39,733,094.69, representing a 52.83% increase in losses from ¥25,998,962.72 in 2021[22]. - The total operating revenue for the year was 474.11 million yuan, a decrease of 30.29% compared to the previous year[51]. Market and Sales - The company reported a total of 688.7 million new energy vehicles sold in 2022, a significant increase of 95.6% year-on-year[33]. - The market share of new energy vehicles in the passenger car market rose to 29.23% in 2022, up from 16.39% in the previous year[33]. - The company produced 924,000 automotive air conditioning compressors and sold 1,198,000 units, representing a year-over-year decrease of 49% and 30.8% respectively, with total revenue of 474 million yuan, down 30.3% year-over-year[36]. - Domestic sales accounted for 60.33% of total revenue, generating 286.05 million yuan, while foreign sales contributed 39.67% with 188.06 million yuan[51]. - The company aims to achieve sales of 1.4 million automotive air conditioning compressors in 2023, including 100,000 units of new energy electric compressors, with a revenue target of 570 million yuan[93]. Research and Development - The company applied for 33 patents in 2022, including 18 invention patents, as part of its ongoing technology innovation efforts[38]. - The company has a workforce of 901 R&D personnel, with 81.43% holding a bachelor's degree or higher[48]. - The company’s R&D investment amounted to CNY 30,598,868.69 in 2022, an increase of 2.82% compared to CNY 29,760,773.46 in 2021, with R&D expenses accounting for 6.45% of operating revenue, up from 4.38%[64]. - The company is focusing on the development of electric compressor technology, with the 27CC product achieving mass production and the 36CC product entering small batch production[64]. - The company has established a research institute for automotive thermal management systems to enhance its talent structure and strengthen its technology team[65]. Supply Chain and Production - The company has developed a robust supply chain management strategy, ensuring stable production and timely delivery of over 30 electric compressor projects[40]. - The company achieved a production capacity utilization rate of 38.49% in 2022, with a designed capacity of 2.4 million units for automotive air conditioning compressors, while actual production was 923,758 units[44]. - The company is enhancing its supply chain management to ensure stability and reliability, particularly for key projects like CPA[99]. - The company has built a comprehensive technology innovation platform, including a national postdoctoral workstation and several engineering research centers, to support research and development in automotive thermal management[45]. - The company has established an independent financial department with a complete financial accounting system and independent tax payment capabilities[108]. Governance and Management - The company has undergone multiple changes in its controlling shareholder, with the current major shareholder being the China Ordnance Equipment Group[21]. - The company reported a significant management change, with the resignation of the Deputy General Manager, Yu Wenbiao, on May 23, 2022, due to work adjustments[114]. - The company appointed Zhou Yongqiang as Deputy General Manager on June 26, 2022, following a board meeting[114]. - The company’s board of directors and management are committed to ensuring transparency and compliance with governance standards, with no significant discrepancies noted in governance practices[104]. - The company has a complete and independent business operation system, including development, procurement, production, and sales[106]. Environmental and Social Responsibility - The company has implemented measures to reduce carbon emissions, including the development of new energy vehicle thermal management products and green low-carbon components[173]. - The company achieved stable operation of wastewater treatment stations, ensuring that total discharge pollutants consistently meet standards[169]. - The environmental protection tax paid by the company for air pollutants in 2022 amounted to CNY 11,607[172]. - The company actively participated in poverty alleviation activities, contributing 67,700 yuan to support local agricultural products[182]. - The company has organized various employee welfare activities, benefiting 2,502 employees during summer and holiday events[179]. Audit and Compliance - The company appointed Dahua Certified Public Accountants (Special General Partnership) as the auditor for the 2022 financial year, with an audit fee of RMB 550,000, including RMB 400,000 for financial report audit and RMB 150,000 for internal control audit[195]. - The previous auditor, Zhongxing Caiguanghua Certified Public Accountants (Special General Partnership), provided audit services for 5 consecutive years and issued a standard unqualified audit report for the 2021 financial year[195]. - The company has completed rectifications based on the self-inspection requirements from the China Securities Regulatory Commission[160]. - The company has maintained effective internal control over financial reporting as of December 31, 2022, according to the internal control audit report[160]. - The company has a dedicated team of 5 internal control personnel, with a performance evaluation rating of "excellent" for the year[148].

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 239,131,462.84, a decrease of 47.67% compared to the same period last year[19]. - The net profit attributable to shareholders was CNY 13,405,938.22, representing a significant increase of 269.75% year-on-year[19]. - The sales volume of automotive air conditioning compressors was 582,300 units, a decline of 47.42% compared to the previous year[25]. - The company reported a net cash flow from operating activities of CNY 31,389,232.50, an increase of 44.29% year-on-year[19]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -28,179,669.74, a decline of 178.34% year-on-year[19]. - The company's operating revenue for the reporting period was ¥239,131,462.84, a decrease of 47.67% compared to ¥456,964,429.02 in the same period last year[32]. - The cost of goods sold was ¥225,259,680.42, down 43.58% from ¥399,274,067.43, attributed to reduced sales scale[32]. - The gross profit margin for automotive air conditioning compressors was 6.91%, down from 11.63% in the previous year, reflecting a decrease of 4.72%[36]. - The total operating costs for the first half of 2022 were CNY 272,184,553.54, down from CNY 469,027,653.86 in the first half of 2021[140]. - The company achieved a basic earnings per share of CNY 0.2548 in the first half of 2022, compared to a loss per share of CNY 0.0414 in the same period of 2021[144]. - The total comprehensive income for the first half of 2022 was CNY 30,416,964.92, compared to a comprehensive loss of CNY 4,940,780.78 in the first half of 2021[144]. Investment and R&D - Research and development investment increased by 80.44% to ¥14,748,476.51, compared to ¥8,173,694.94 in the previous year[32]. - The company has established a "1+3+1" technology innovation platform to support research and development in automotive thermal management systems[28]. - The company has applied for over 200 patents, including more than 40 invention patents, demonstrating its commitment to innovation[28]. - The company aims to accelerate technological innovation and improve development capabilities by utilizing its technical centers and collaborating with universities and enterprises[57]. - The company reported a significant increase in investment cash flow, with a net inflow of ¥140,065,136.54, compared to a net outflow of ¥1,583,237.10 in the previous year[32]. Market and Sales - Domestic sales accounted for 67.74% of total revenue, while international sales contributed 32.26%, with a year-on-year decrease of 56.94% in international sales[35]. - The company plans to enhance its market share in the new energy sector by leveraging its brand image and customer resources while maintaining steady progress in traditional compressor sales[57]. - The production and sales of new energy vehicles in the automotive industry saw significant growth, with production increasing by 133.4% year-on-year[25]. Environmental and Social Responsibility - The company has established wastewater treatment facilities that are operating stably, ensuring that total discharge pollutants meet standards[67]. - The company has implemented pollution prevention facilities, including a spray tower for acid mist absorption and activated carbon adsorption for gas treatment, all meeting discharge standards[67]. - The company actively participated in poverty alleviation activities, purchasing unsold agricultural products worth CNY 10,000 and providing assistance to over 40 children in need, with a total donation of CNY 5,000[74]. - The company has reported no instances of exceeding pollutant discharge limits during the reporting period[66]. - The company is classified as a key pollutant discharge unit by environmental protection authorities[66]. Corporate Governance and Management - The company has made changes in management, including the appointment of a new deputy general manager and the resignation of a board member due to work adjustments[61]. - The company has no stock incentive plans or employee stock ownership plans in place during the reporting period[63]. - The company held its annual general meeting with a participation rate of 74.45% on February 25, 2022, approving several key proposals including the 2022 annual investment plan[60]. Legal and Compliance - The company has ongoing litigation related to contract disputes, with claims amounting to CNY 1,408,800 and CNY 1,380,600 respectively[82]. - The company has ongoing litigation regarding a technology infringement case, with supplementary identification being conducted by the court[85]. - The company has a pending claim for 189,100 yuan related to a work injury dispute, which has been dismissed in the second instance[84]. Financial Position - Total assets at the end of the reporting period were CNY 872,514,762.78, down 16.21% from the end of the previous year[19]. - The company's total equity attributable to shareholders increased from CNY 149,303,592.84 to CNY 163,591,564.36, an increase of approximately 9.6%[133]. - The company reported a net loss of CNY 1,042,640,445.73 in retained earnings as of June 30, 2022, compared to a loss of CNY 1,056,046,383.95 at the beginning of the year[133]. - The company’s cash and cash equivalents increased to ¥106,571,780.20 as of June 30, 2022, up from ¥91,678,523.19 at the beginning of the year, representing a growth of approximately 16.5%[131]. Shareholder Information - The total number of shares before the change was 119,375,000, representing 100.00% of the company's equity[114]. - The largest shareholder, China Weapon Equipment Group Co., Ltd., holds 71.13% of the shares, totaling 84,906,250 shares[118]. - The total number of shares held by domestic legal entities was 1,750,000, representing 1.46% of the non-listed circulating shares[113].