Financial Performance - The company's operating revenue for Q3 2022 reached ¥849,980,770.74, representing a 207.69% increase year-over-year[5] - Net profit attributable to shareholders was ¥41,479,038.37, a significant increase of 442.24% compared to the same period last year[5] - The basic earnings per share for the period was ¥0.0240, reflecting a 442.91% increase year-over-year[5] - Total revenue for the third quarter reached ¥1,785,022,749.54, a significant increase from ¥859,859,959.64 in the same period last year, representing a growth of approximately 107.1%[23] - The net profit for Q3 2022 was CNY 83,526,959.31, a significant increase compared to CNY 20,146,401.71 in Q3 2021, representing a growth of approximately 314%[24] - The total revenue from operating activities reached CNY 3,917,392,318.95, up from CNY 1,157,810,806.75 in the previous year, indicating a growth of about 238%[26] - The basic and diluted earnings per share for Q3 2022 were both CNY 0.0472, compared to CNY 0.0112 in Q3 2021, reflecting an increase of approximately 321%[25] - The company reported a total comprehensive income of CNY 91,239,153.22 for Q3 2022, compared to CNY 20,146,401.71 in Q3 2021, marking an increase of around 353%[25] - The company incurred a total operating profit of CNY 90,119,918.05, compared to CNY 22,402,706.08 in the previous year, representing an increase of approximately 302%[24] Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥3,476,799,043.31, marking a 41.87% increase from the end of the previous year[5] - The total assets of the company reached ¥3,476,799,043.31, compared to ¥2,450,762,071.17 in the previous year, showing a growth of around 42.0%[22] - The total liabilities increased to ¥1,762,079,261.91 from ¥777,364,564.60, indicating a rise of approximately 126.5%[22] - The company’s total liabilities increased, with a notable rise in financing activities, as evidenced by cash inflow from borrowings of CNY 137,838,714.71, compared to CNY 126,417,001.00 in the previous year[27] Cash Flow and Expenses - The company's cash and cash equivalents rose to ¥607,532,275.16 from ¥399,663,912.97, reflecting a growth of approximately 52.0%[20] - The cash flow from operating activities showed a net inflow of CNY 43,630,060.94, a turnaround from a net outflow of CNY -182,008,980.17 in the same period last year[26] - Investment activities resulted in a net cash outflow of CNY -27,738,132.37, an improvement from the previous year's outflow of CNY -32,549,554.77[27] - The cash and cash equivalents at the end of the period stood at CNY 179,931,115.24, up from CNY 160,821,353.50 at the end of Q3 2021[27] - Research and development expenses for the quarter were ¥46,400,061.64, compared to ¥43,868,586.32 in the previous year, reflecting an increase of about 3.7%[23] Shareholder Information - The total number of common shareholders at the end of the reporting period is 107,283[11] - The top shareholder, Xiamen Longhai Energy, holds 12.50% of shares, totaling 216,000,000 shares[11] - Liu Nan, a significant shareholder, owns 8.34% with 144,196,453 shares, of which 75,000,000 shares are pledged[11] Strategic Initiatives - The company plans to expand its market presence and enhance its product offerings in the shipbuilding sector, leveraging increased order volumes[8] - The company has been recognized as a national "specialized, refined, characteristic, and innovative" small giant enterprise[12] - The company plans to repurchase shares at a price not exceeding RMB 6.02 per share, with a total repurchase amount between RMB 50 million and RMB 100 million[13] - As of September 14, 2022, the company has repurchased 11,450,400 shares, accounting for 0.66% of the total share capital, with a total expenditure of RMB 50,120,263[14] - The company signed a strategic cooperation letter with Shanghai Port Group for low-carbon intelligent shipping technology development[15] - The company plans to issue shares to specific investors, with a total fundraising amount not exceeding RMB 800 million[17] - The issuance will include a maximum of 518,408,739 shares, representing up to 30% of the total share capital before the issuance[16] Regulatory and Compliance - The company is under investigation by the China Securities Regulatory Commission for potential violations of securities laws[18] Other Financial Metrics - The company reported a 425.31% increase in prepayments, totaling ¥502,850,783.37, due to procurement for shipbuilding projects[8] - Contract assets surged by 419.91% to ¥613,247,297.45, driven by increased project values in shipbuilding[8] - The company experienced a 249.57% increase in accounts payable, reaching ¥731,760,247.75, attributed to the rise in shipbuilding project costs[8] - The total assets impairment loss was reported at CNY -7,825,194.96, while credit impairment losses amounted to CNY 17,792,707.19, indicating ongoing challenges in asset management[24]

Financial Performance - The company's revenue for Q3 2023 reached ¥924,563,298, representing an increase of 8.77% compared to the same period last year[5] - Net profit attributable to shareholders decreased by 40.57% to ¥24,652,071, while the net profit after deducting non-recurring gains and losses was ¥21,300,176, down 9.04%[5] - The company reported a 33.72% increase in operating income year-to-date, totaling ¥2,386,969,658[5] - Total operating revenue for Q3 2023 reached ¥2,386,969,658.08, a 33.7% increase from ¥1,785,022,749.54 in the same period last year[20] - Net profit for Q3 2023 was ¥90,039,931.44, representing an increase of 7.3% compared to ¥83,526,959.31 in Q3 2022[21] - Earnings per share (EPS) for Q3 2023 was ¥0.0517, compared to ¥0.0472 in the previous year, reflecting a 9.5% increase[21] Assets and Liabilities - The total assets at the end of the reporting period were ¥4,031,680,061, reflecting a growth of 5.51% from the end of the previous year[5] - Total liabilities as of Q3 2023 were ¥2,105,397,110.35, slightly up from ¥2,040,273,601.12 at the end of the previous year[20] - The total assets increased from ¥3,821,042,830.28 to ¥4,031,680,061.18, reflecting a growth of about 5.5%[17] - Total equity increased to ¥1,926,282,950.83 from ¥1,780,769,229.16, indicating a growth of 8.2%[20] - The company’s total equity attributable to shareholders increased by 8.07% to ¥1,916,935,720 compared to the end of the previous year[5] Cash Flow - Cash flow from operating activities showed a net outflow of ¥264,417,660, a significant decline of 706.04% compared to the previous period[10] - Operating cash inflow for the period was CNY 3,255,733,532.29, a decrease of 16.9% compared to CNY 3,917,392,318.95 in the previous period[22] - Net cash flow from operating activities was negative CNY 264,417,660.47, compared to a positive CNY 43,630,060.94 in the same period last year[22] - Cash inflow from financing activities was CNY 468,559,602.00, significantly higher than CNY 137,838,714.71 in the previous period[23] - Net cash flow from financing activities was positive CNY 134,286,113.03, compared to a negative CNY 8,973,957.20 in the same period last year[23] Shareholder Information - Total number of common shareholders at the end of the reporting period is 111,297[12] - The largest shareholder, Xiamen Longhai Heavy Energy Investment Partnership, holds 12.50% of shares, totaling 216,000,000 shares[12] - The number of shares held by the top ten unrestricted shareholders includes China Great Wall Asset Management Co., Ltd. with 106,429,235 shares[13] Research and Development - Research and development expenses for the quarter were ¥4,448,550, a decrease of 4.13% compared to the previous year[10] - The company has ongoing research and development efforts, although specific new products or technologies were not detailed in the provided content[16] - Research and development expenses for Q3 2023 were ¥44,485,525.89, a decrease of 4.0% from ¥46,400,061.64 in the same quarter last year[20] Financial Adjustments and Standards - The company adjusted its fundraising target for a specific stock issuance to no more than ¥790 million[14] - The company did not undergo an audit for the third-quarter report[24] - The company began implementing new accounting standards in 2023, affecting the financial statements[24] Other Financial Metrics - The weighted average return on equity was 1.30%, down 1.12% from the previous year[5] - The company experienced a 65.70% increase in accounts receivable, attributed to increased collections from marine engineering projects[9] - The company’s financing activities generated a net cash inflow of ¥13,428,610, a significant increase of 1596.39% due to increased bank loans[10] - Total current assets rose from ¥2,573,276,078.95 to ¥2,761,718,065.55, an increase of approximately 7.3%[17] - The company has a long-term equity investment valued at ¥95,606,153.88 as of September 30, 2023[17] - The company reported a financial expense of ¥4,124,770.64, compared to a financial income of -¥68,838,742.99 in the previous year, indicating a significant shift in financial performance[20] - Other comprehensive income after tax for Q3 2023 was ¥11,684,774.35, up from ¥7,712,193.91 in Q3 2022, marking a 51.2% increase[21]

Financial Performance - The company's operating revenue for 2022 reached ¥2,729,514,250, representing a 96.26% increase compared to ¥1,421,746,400 in 2021[27]. - Net profit attributable to shareholders was ¥138,415,640, a significant increase of 432.97% from ¥25,970,776.3 in the previous year[27]. - The net cash flow from operating activities was ¥343,004,740, showing a 285.39% increase from ¥185,016,783 in 2021[27]. - Basic earnings per share rose to ¥0.0801, up 434.00% from ¥0.0150 in 2021[27]. - Total assets at the end of 2022 amounted to ¥3,821,042,830, reflecting a 55.91% increase from ¥2,450,762,070 in 2021[27]. - The company's net assets attributable to shareholders increased by 5.75% to ¥1,773,749,750 from ¥1,677,352,670 in 2021[27]. - The company reported a quarterly revenue of ¥944,491,503.21 in Q4 2022, with a net profit of ¥56,925,869.62 attributable to shareholders[30]. - The company experienced a significant increase in net profit from non-recurring gains, which reached ¥119,605,722 in 2022, compared to ¥15,399,264.7 in 2021[27]. - The weighted average return on net assets improved to 7.93% in 2022, up from 1.56% in 2021[27]. - The company reported a total revenue of 3,980 million, with a significant increase of 987.2 million compared to the previous year, representing a growth rate of approximately 24.8%[78]. Business Segments and Operations - The company has three main business segments: marine engineering, defense equipment, and energy, and is enhancing R&D and marketing efforts to ensure sustainable growth[9]. - The defense equipment business includes production and sales of emergency rescue equipment, special vessels, underwater security equipment, and intelligent ship equipment[42]. - The company’s defense equipment business includes the design and assembly of military auxiliary vessels and special defense equipment, with a solid foundation for future development[54]. - The company’s subsidiary, Jinhaiyun, focuses on special defense equipment and has developed products such as emergency rescue equipment and underwater security gear, with new orders in 2022 including unmanned vessels and underwater security products[54]. - The company has established a comprehensive integrated service capability, combining design, supervision, and manufacturing in the shipbuilding industry[64]. - The company is positioned as a leading provider of comprehensive solutions in ship design and construction, defense equipment, and new energy services[46]. - The company is actively exploring the application of new energy sources such as methanol, ammonia, hydrogen, and batteries in the shipping sector[43]. - The company has accumulated rich technology and experience in the field of natural gas applications, particularly in LNG cargo systems and fuel supply systems[43]. Market and Industry Outlook - The shipbuilding industry in China remains the largest globally, with a positive long-term outlook for new shipbuilding markets, although short-term volatility risks are accumulating[4]. - The company’s shipbuilding completion volume accounted for 47.3% of the global total, maintaining its position as the world's largest shipbuilding nation[39]. - The company’s defense spending is projected to grow by 7.2% in 2023, amounting to ¥1.58 trillion[40]. - The company is actively pursuing market expansion, with plans to enter new geographical regions, aiming for a 19.50% increase in market share over the next two years[79]. Risk Management - The company faces foreign exchange risks primarily from export ship orders denominated in USD and EUR, and will continue to implement hedging measures to mitigate these risks[5]. - There is a risk of customer defaults due to macroeconomic uncertainties, and the company is strengthening credit investigations and contract management to mitigate this risk[7]. - The company has established a risk management system for futures hedging, ensuring compliance with internal regulations and market conditions[107]. - The company has no speculative derivative investments during the reporting period, maintaining a conservative investment approach[108]. Research and Development - The company is focusing on new technology research and development, particularly in offshore wind power construction equipment, capitalizing on market opportunities[63]. - The company’s R&D investment amounted to ¥87,075,996.91 in 2022, representing 3.19% of operating revenue, a decrease from 4.55% in 2021[92]. - The company is focusing on research and development to innovate new products in the marine engineering sector[80]. - The company has completed the design and testing of an intelligent rescue unmanned boat, enhancing its capabilities in emergency rescue operations[90]. Governance and Management - The board of directors consists of 9 members, including 3 independent directors, complying with legal and regulatory requirements[128]. - The supervisory board has 5 members, including 2 employee representatives, and held 8 meetings during the reporting period[130]. - The company has established a performance evaluation and incentive mechanism for directors and senior management, linking their compensation directly to company performance[131]. - The company emphasizes the independence of its operations from the controlling shareholder, ensuring complete separation in assets, personnel, finance, and business[135]. - The company maintains a stable governance structure with no reported dismissals or resignations among senior management[139]. Employee and Labor Relations - The total number of employees at the end of the reporting period was 1,311, with 503 in production, 63 in sales, 413 in technology, 34 in finance, and 298 in administration[167]. - The company has implemented a training program to enhance employee skills through both online and offline platforms[170]. - The employee stock ownership plan included 244 employees holding a total of 11,450,400 shares, representing 0.66% of the company's total equity[174]. - The company maintained a salary policy aligned with job value, providing various employee benefits to attract and retain talent[169]. Strategic Initiatives - The company plans to invest in new technologies to enhance its product offerings and improve operational efficiency[80]. - The company aims to achieve a healthy development pattern through technology leadership and military-civilian integration[121]. - The company is actively pursuing partnerships with other firms to enhance its technological capabilities and market reach[102]. - The company has established a new investment fund aimed at supporting innovative projects in the defense sector[102]. Related Party Transactions - The company guarantees that it will not use related party transactions to harm the interests of Tianhai Defense and its shareholders[199]. - The company ensures compliance with legal and regulatory requirements in related party transactions[199]. - The company has committed to maintaining a minimum shareholding ratio of 5% in Tianhai Defense during the lock-up period following the transaction[200].

Financial Performance - The company's operating revenue for 2021 was ¥1,390,755,630.36, representing a 165.64% increase compared to ¥523,552,744.58 in 2020[21]. - The net profit attributable to shareholders for 2021 was ¥25,970,776.33, a slight increase of 1.62% from ¥25,557,506.83 in 2020[21]. - The net profit after deducting non-recurring gains and losses was ¥15,399,264.73, which is a 182.09% increase from ¥5,458,962.49 in 2020[21]. - The total assets at the end of 2021 amounted to ¥2,450,762,071.17, reflecting a 20.12% increase from ¥2,040,268,857.54 at the end of 2020[21]. - The basic earnings per share for 2021 was ¥0.0150, down 43.18% from ¥0.0264 in 2020[21]. - The weighted average return on equity for 2021 was 1.56%, a decrease of 4.40% compared to 5.96% in 2020[21]. - The net cash flow from operating activities was -¥185,016,783.52, worsening by 43.95% from -¥128,531,902.11 in 2020[21]. - In Q4 2021, the company achieved an operating revenue of ¥530,895,670.72, contributing significantly to the annual total[23]. - The company reported a net profit of ¥6,547,061.42 in Q4 2021, recovering from a loss in Q3[23]. Market and Industry Trends - In 2021, the global shipbuilding investment reached $147 billion, with new shipbuilding investment totaling $103 billion, a year-on-year increase of 106%[31]. - China's shipbuilding completion, new orders, and hand-held orders accounted for 47.2%, 53.8%, and 47.6% of the global total respectively, with increases of 4.1, 5.0, and 2.9 percentage points compared to 2020[32]. - The shipbuilding industry is facing challenges such as labor shortages and rising material costs, while also benefiting from a recovery in global shipping markets[32]. - The international shipbuilding market is experiencing a recovery, but external uncertainties, including geopolitical tensions and rising costs, pose challenges to sustained business expansion[7]. Business Strategy and Development - The company plans to enhance its research and development efforts across its three main business segments to improve core competitiveness and ensure stable growth[8]. - The company aims to adjust its product structure and enhance management capabilities to mitigate risks associated with market cycles and currency fluctuations[6]. - The company has established a competitive shipbuilding engineering EPC business model, which has rapidly gained market recognition[37]. - The company is actively expanding its defense equipment and energy business segments alongside its shipbuilding operations, showing a positive development trend[37]. - The company is committed to promoting and utilizing new energy vessels, with its subsidiary Dajin Heavy Industry recognized as a demonstration unit for LNG-powered vessels by the Ministry of Transport[7]. - The company has entered into a partnership with Nanhua Industrial to expand into ship automation and smart port businesses, creating synergies with existing military products[7]. Research and Development - The company has a strong technical R&D team that has participated in national-level research projects and key engineering projects[46]. - Research and development expenses increased by 76.03% to ¥63,253,850.03, reflecting the company's commitment to enhancing its technological capabilities in the shipbuilding market[86]. - The company increased its R&D personnel from 175 in 2020 to 245 in 2021, representing a growth of 40%[89]. - The company’s R&D investment has been consistently increasing, reflecting its commitment to innovation and market competitiveness[89]. - The company is developing a hydrogen fuel cell ship project, aiming to master key technologies and maintain its market advantage in the new energy ship sector[87]. Operational Challenges - The company faces risks from rising raw material prices and labor costs, which may impact operational performance, and plans to implement cost control measures[7]. - The company emphasizes the importance of contract management and credit assessment of shipowners to reduce the risk of order defaults[6]. - The company has reported a significant increase in material and equipment procurement costs for the marine engineering EPC business, rising by 1,781.21% to ¥595,243,749.01 in 2021 from ¥31,641,459.77 in 2020[79]. - Labor costs for the marine engineering EPC business surged by 202.97%, reaching ¥128,759,211.83 in 2021 compared to ¥42,498,404.31 in 2020[80]. Corporate Governance - The company has established a comprehensive internal control system, with clear responsibilities among the shareholders' meeting, board of directors, supervisory board, and management[175]. - The company has implemented strict information disclosure practices, ensuring timely, accurate, and fair communication with all shareholders[126]. - The board of directors consists of 9 members, including 3 independent directors, complying with legal and regulatory requirements[120]. - The company has maintained independence from its controlling shareholders in terms of assets, personnel, finance, and operations, ensuring autonomous business capabilities[129]. Social Responsibility and Compliance - The company emphasizes compliance with legal regulations regarding related party transactions to protect the interests of Tianhai Defense and its shareholders[192]. - The company has committed to fulfilling its social responsibilities, including compliance with laws and regulations, and contributing to national fiscal revenue[185]. - The company donated RMB 50,000 and teaching materials to a primary school in Guizhou to support education in remote areas[186]. - The company focuses on environmental responsibility and has not faced any administrative penalties related to environmental issues during the reporting period[182].

Financial Performance - The company's revenue for Q1 2022 was ¥318,672,199.04, representing a 76.48% increase compared to ¥180,572,044.65 in the same period last year[5] - Net profit attributable to shareholders decreased by 51.34% to ¥5,710,698.89 from ¥11,736,535.37 year-on-year[5] - The basic earnings per share decreased by 51.47% to ¥0.0033 from ¥0.0068 in the same period last year[5] - The weighted average return on equity fell to 0.34% from 0.71% year-on-year[5] - The net profit for Q1 2022 was CNY 5,609,591.19, a decrease of 52.0% compared to CNY 11,702,136.55 in Q1 2021[23] - Operating profit for Q1 2022 was CNY 5,684,282.98, down 50.1% from CNY 11,384,049.51 in the same period last year[23] - The company reported a net loss of ¥1,762,159,667.29, slightly improved from a loss of ¥1,767,870,366.18 in the previous period[20] - Total revenue from sales and services received in Q1 2022 was CNY 457,169,542.80, significantly up from CNY 191,034,244.08 in Q1 2021, representing an increase of 139.9%[25] - The company experienced a total comprehensive income of CNY 5,609,591.19 in Q1 2022, down from CNY 11,702,136.55 in Q1 2021[23] Cash Flow and Assets - The net cash flow from operating activities was negative at -¥90,928,092.68, a decline of 142.88% compared to -¥37,437,895.06 in the previous year[5] - Cash and cash equivalents decreased to ¥264,518,752.73 from ¥399,663,912.97 at the beginning of the year, representing a decline of 33.8%[18] - The company reported a cash and cash equivalents balance of CNY 59,943,611.45 at the end of Q1 2022, down from CNY 281,464,559.74 at the end of Q1 2021[26] - The total cash outflow from investing activities was CNY 14,778,495.14, compared to CNY 2,195,565.88 in Q1 2021[26] - The net cash flow from financing activities was CNY -7,362,944.60, compared to CNY -1,432,058.91 in the previous year[26] - Total assets increased by 14.60% to ¥2,808,647,123.22 from ¥2,450,762,071.17 at the end of the previous year[5] - Current liabilities surged to ¥1,032,454,930.48 from ¥680,782,650.38, an increase of 51.7%[19] - The company’s total equity stood at ¥1,680,142,237.66, slightly up from ¥1,673,397,506.57, showing a marginal increase of 0.4%[20] Inventory and Expenses - The company's inventory rose by 17.23% to ¥229,604,719.95, attributed to material purchases for shipbuilding projects[9] - Total operating costs amounted to ¥321,251,631.44, up 75.5% from ¥183,146,185.99 year-over-year[21] - Management expenses increased by 54.96% to ¥32,445,090.56, driven by expanded revenue scale and increased personnel costs[9] - Research and development expenses for the quarter were ¥11,160,349.95, compared to ¥8,227,424.81 in the previous period, marking a rise of 35.5%[21] Shareholder Information - The company reported a total of 216,000,000 shares held by Xiamen Longhai Heavy Energy Investment Partnership, accounting for 12.50% of total shares[12] - Liu Nan holds 144,196,453 shares, representing 8.34% of total shares, with 1,400,000 shares frozen[12] - China Great Wall Asset Management Co., Ltd. holds 106,429,235 shares, which is 6.16% of total shares[12] - The company has a total of 296,859,062 restricted shares, with no new restrictions added during the reporting period[14] - The top ten shareholders hold a total of 296,859,062 shares, representing a significant portion of the company's equity[14] - The company is actively managing its shareholder structure, with several shares frozen or pledged among key stakeholders[12] - The company has 70,312,500 shares held by Li Lu, which is 4.07% of total shares, with all shares pledged[12] Contracts and Settlements - The company received the first payment of $40 million from H&C (Singapore) on April 19, 2022, related to the settlement of two vessels[16] - The company is in discussions with H&C (Singapore) regarding the early termination of contracts for vessels DJHC8008 and DJHC8009, with a completion estimate by the end of June 2022[16] - The company has been covering the monthly rental payments for the two vessels until the transaction is finalized[16] Market Activity - The company did not report any new product launches or significant market expansion strategies during the quarter[24]

证券代码：300008 证券简称：天海防务 公告编号：2024-004 天海融合防务装备技术股份有限公司 特别提示： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会未涉及变更前次股东大会决议的情形。 一、会议召开和出席情况 （一）会议召开情况 1、会议时间 （1）现场会议召开时间：2024 年 1 月 15 日（星期一）14:30。 （2）网络投票时间：2024 年 1 月 15 日。 其中，通过深圳证券交易所交易系统进行网络投票的时间为 2024 年 1 月 15 日上午 9:15 —9：25，9：30—11:30 和 13:00—15:00；通过互联网系统投票的具体时间为 2024 年 1 月 15 日上午 9：15 至当日下午 3：00 期间的任意时间。 2024年第一次临时股东大会决议公告 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。 2、召开方式：本次股东大会采取现场投票、网络投票相结合的方式召开，公司股东应 选择现场投票、网络投票的一种方式，如果同一表决权出现重复投票表决的，以第一次投票 表决结果为准。 3、召集人：天海融合防务装备技术 ...

本所及经办律师依据《中华人民共和国证券法》《律师事务所从事证券法律 业务管理办法(2023)》和《律师事务所证券法律业务执业规则(试行)》等规定及 法律意见书出具日以前已经发生或者存在的事实，严格履行了法定职责，遵循了 勤勉尽责和诚实信用原则，进行了充分的核查验证，保证法律意见所认定的事实 真实、准确、完整、及时，所发表的结论性意见合法、准确，不存在虚假记载、 误导性陈述或者重大遗漏，并承担相应法律责任。 本所律师已经按照有关法律法规的要求和律师行业公认的道德标准以及勤 勉尽责的精神对公司本次股东大会相关文件及事实进行了审查和验证。 中国上海市南京西路 1515 号静安嘉里中心一座 10 层 200040 10/F, Tower 1, Jing An Kerry Centre, 1515 West Nanjing Road, Shanghai 200040, China 电话 Tel: +86 21 6019 2600 传真 Fax: +86 21 6019 2697 电邮 Email: shanghai@tongshang.com 网址 Web: www.tongshang.com 关于天海融合防务装备技术 ...

关于对天海融合防务装备技术股份有限公司 及相关当事人给予纪律处分的决定 当事人： 白雪华，天海融合防务装备技术股份有限公司时任财务总监， 泰州市金海运船用设备有限责任公司时任财务总监； — 1 — 深圳证券交易所文件 深证上〔2024〕34 号 天海融合防务装备技术股份有限公司，住所：上海市松江区 莘砖公路 518 号 10 幢 8 层； 吉春林，天海融合防务装备技术股份有限公司时任副董事长， 泰州市金海运船用设备有限责任公司时任法定代表人、总经理； 刘楠，天海融合防务装备技术股份有限公司时任董事长、总 经理； 李露，泰州市金海运船用设备有限责任公司时任执行董事； 王志宏，泰州市金海运船用设备有限责任公司时任常务副总 经理； 翟宏玲，泰州市金海运船用设备有限责任公司时任财务负责 人。 一、违规事实 经查明，天海融合防务装备技术股份有限公司（以下简称天 海防务）存在以下违规行为： 2022 年 8 月 3 日,天海防务披露《关于收到行政处罚决定书 的公告》显示，2016 年 3 月至 2017 年 12 月，天海防务全资子公 司泰州市金海运船用设备有限责任公司（以下简称金海运）通过 虚构相关游乐设施贸易业务，虚 ...

证券代码：300008 证券简称：天海防务 公告编号：2024-002 2023-038)。 公司已向刘楠先生与佳船企业发函，要求刘楠先生与佳船企业履行补偿义务，但刘楠先生 与佳船企业至今尚未履行。根据《盈利补偿协议》6.2 条约定，"凡因履行本协议所发生的一 切争议, 三方应通过友好协商的方法解决。协商不成的，均应提交上海国际经济贸易仲裁委员 会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁。" 2024 年 1 月 11 日，公司以刘楠先生、佳船企业为被申请人向上海国际经济贸易仲裁委员 会就大津重工《盈利补偿协议》项下关于支付业绩承诺现金补偿事宜，提起仲裁申请。截至目 前本次仲裁案件尚未受理，公司暂时无法判断本次仲裁对公司本期利润或期后利润的影响。公 司将根据该仲裁受理事项的进展情况，及时履行信息披露义务，敬请广大投资者注意投资风险。 天海融合防务装备技术股份有限公司（以下简称"天海防务"或"公司"）于 2023 年 4 月 22 日披露了公司《2022 年年度报告》、《关于江苏大津重工有限公司未完成业绩承诺说明 的公告》（公告编号：2023-020、022），根据大信会计师事务所（特殊普通合伙）出具的《 ...

1、公司本次向全资子公司泰州市金海运船用设备有限责任公司（以下简称"金海运"） 原股东李露提起诉讼，为金海运原股东李露未完成金海运业绩承诺的进展。 2、目前案件所处的诉讼阶段：法院已立案受理，尚未开庭审理。 证券代码：300008 证券简称：天海防务 公告编号：2024-003 天海融合防务装备技术股份有限公司 关于泰州市金海运船用设备有限责任公司业绩承诺 实现情况的进展公告 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。 重要内容提示: 3、上市公司所处的当事人地位：原告。 4、涉案的金额：（1）奖励款项人民币 1,392.31 万元及利息；（2）现金补偿款人民币 2,363.8 万元及利息；（3）案件受理费等全部诉讼费用。 5、对上市公司损益产生的影响：截至本公告披露日，案件尚未开庭审理，该诉讼事项对 公司本期利润或期后利润的具体影响尚存在不确定性，公司将根据案件进展情况及时履行信息 披露义务。 一、概述 2022 年 8 月，天海融合防务装备技术股份有限公司（以下简称"天海防务"或"公司"） 收到了中国证券监督管理委员会上海监管局（以下简称"上海证监局" ...