编制单位：湛江国联水产开发股份有限公司 金额单位：人民币万元 | 非经营性资金占 | | 占用方与上市公司的 | 上市公司核算的 | 2023年初占用资 | 2023年半年度度 | 2023年半年度占 | 2023年半年度偿 | 2023年半年度末 | | 占用性质 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 用 | 资金占用方名称 | 关联关系 | 会计科目 | 金余额 | 占用累计发生金 额（不含利息） | 用资金的利息 （如有） | 还累计发生额 | 占用资金余额 | 占用形成原因 | | | 小 计 | —— | —— | —— | | | | | | —— | —— | | 其它关联资金往 | 资金往来方名称 | 往来方与上市公司的 | 上市公司核算的 | 2023年初往来资 | 2023年半年度往 来累计发生金额 | 2023年半年度往 来资金的利息 | 2023年半年度偿 | 2023年半年度末 | 往来形成原因 | 往来性质（经 营性往来、非经 | | 来 | | 关联关系 | 会计科目 | 金 ...

湛江国联水产开发股份有限公司 经认真审查，我们认为：公司本次计提资产减值准备及核销资产依据充分，符 合公司实际情况，本次计提资产减值准备及核销资产后，能真实、公允地反映公司 资产经营状况和财务状况，使公司会计信息更具合理性，符合公司及全体股东的整 体利益。我们一致同意公司本次计提资产减值准备及核销资产的相关事项。 （本页无正文，为湛江国联水产开发股份有限公司独立董事关于第五届董事会第二 十一次会议相关事项的独立意见签字页） 独立董事签字： 关于第五届董事会第二十一次会议相关事项的独立意见 湛江国联水产开发股份有限公司（以下简称"公司"）于 2023 年 8 月 25 日召开 了第五届董事会第二十一次会议。根据中国证监会《关于在上市公司建立独立董事 制度的指导意见》、《深圳证券交易所创业板股票上市规则》、《上市公司自律监 管指引第 2 号——创业板上市公司规范运作》以及《公司章程》等相关规定，我们 作为公司独立董事，在仔细审阅了公司董事会向我们提交的有关资料的基础上，基 于客观、独立判断的立场，对第五届董事会第二十一次会议相关事项发表如下意见： 一、关于控股股东及其他关联方占用公司资金、公司对外担保情况的独立意 ...

本公司及董事会全体成员保证公告内容真实、准确和完整，没 有虚假记载、误导性陈述或者重大遗漏。 关于控股股东部分股份质押的公告 证券代码：300094 证券简称：国联水产 公告编号：2023-034 湛江国联水产开发股份有限公司 关于控股股东部分股份质押的公告 关于控股股东部分股份质押的公告 湛江国联水产开发股份有限公司（以下简称"公司"）近日收到公司控股 股东新余国通投资管理有限公司（以下简称"新余国通"）的通知，获悉新余 国通将持有本公司的部分股份进行质押，具体事项如下： 一、控股股东股份质押的基本情况 | 股东 | 是否为控股 股东或第一 | 本次质押数 | 占其所 持股份 | 占公司 总股本 | 是否为 | 是否 为补 | 质押起始日 | 质押到期日 | 质权人 | 质押用途 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 名称 | 大股东及其 | 量（股） | | | 限售股 | 充质 | | | | | | | | | 比例 | 比例 | | | | | | | | | 一致行动人 | | | | | 押 ...

证券代码：300094 证券简称：国联水产 湛江国联水产开发股份有限公司 2022 年度业绩说明会投资者问答记录表 编号：2023-03 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活动 | □媒体采访 ■业绩说明会 | | 类别 | □新闻发布会 □路演活动 | | | □现场参观 | | | □其他 | | 调研人员和时间 | 不特定投资者、2023 年 6 月 28 日 (周三) 下午 15:00-17:00 | | 地点 | 公司通过全景网"投资者关系互动平台" | | | （https://ir.p5w.net）采用网络远程的方式召开业绩说明会 | | 上市公司接待人 | 1、董事长、总经理李忠 | | 员姓名 | 2、董事兼副总经理吴丽青 | | | 3、独立董事杨雅莉 | | | 4、保荐代表人钟昌雄 | | | 5、财务总监樊春花 | | | 6、董事会秘书梁永振 | | | 湛江国联水产开发股份有限公司于 2023 年 6 月 28 日（星期 | | | 三）下午 15:00 至 17:00 在全景网"投资者互动平台"举办了 | | | 2022 年度 ...

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。投资者可于2023年6月 26日（星期一）15：00前访问 http://ir.p5w.net/zj/，或扫描下方二维码，进入问题 征集专题页面。公司将在2022年度业绩说明会上，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。 本公司及董事会全体成员保证公告内容真实、准确和完整，没 有虚假记载、误导性陈述或者重大遗漏。 湛江国联水产开发股份有限公司（以下简称"公司"）定于2023年6月28日（星 期三）下午15:00-17:00在全景网举行2022年度业绩说明会，本年度业绩说明会将 采用网络远程的方式进行，投资者可登陆全景网"投资者关系互动平台" （http://ir.p5w.net）参与本次年度业绩说明会。 出席本次年度业绩说明会的人员有：公司董事长兼总经理李忠先生、董事兼 副总经理吴丽青女士、独立董事杨雅莉女士、保荐代表人钟昌雄先生、财务总监 樊春花女士、董事会秘书梁永振先生。 关于举行 2022 年度业绩说明会的公告 证券代码：300094 证 ...

Financial Performance - The company's revenue for Q1 2023 was CNY 1,415,197,236, representing a 33.23% increase compared to CNY 1,062,218,592 in the same period last year[5] - Net profit attributable to shareholders was CNY 10,410,489, a 10.00% increase from CNY 9,464,078 in the previous year[5] - The net profit after deducting non-recurring gains and losses decreased by 21.02% to CNY 6,412,368 from CNY 8,118,533 in the same period last year[5] - Basic and diluted earnings per share decreased by 15.60% to CNY 0.0092 from CNY 0.0109 in the same period last year[5] - Net profit for Q1 2023 was CNY 7,976,716, up 31.6% from CNY 6,067,497 in Q1 2022[17] - Earnings per share for Q1 2023 were CNY 0.0092, a decrease from CNY 0.0109 in the same period last year[17] - The company reported a total comprehensive income of CNY 6,409,780, compared to CNY 5,544,012 in the previous year[17] Cash Flow and Liquidity - The net cash flow from operating activities significantly dropped by 98.19% to CNY 3,466,704 compared to CNY 191,395,856 in the previous year[5] - Cash flow from operating activities generated CNY 3,466,704, a significant increase compared to CNY 191,396,856 in Q1 2022[19] - The company incurred a total of CNY 118,086,190 in cash outflows from investing activities, compared to CNY 6,079,487 in the previous year[19] - The company raised CNY 613,200,106 through financing activities, an increase from CNY 506,635,647 in Q1 2022[19] - Total cash inflow from financing activities was CNY 657,788,436.77, an increase from CNY 506,635,646.70 in the previous year[20] - Cash outflow from financing activities totaled CNY 616,560,879.10, down from CNY 669,437,228.84 year-over-year[20] - Net cash flow from financing activities was CNY 41,227,557.67, a significant improvement from a negative CNY 162,801,582.14 in the same period last year[20] - The impact of exchange rate changes on cash and cash equivalents was a decrease of CNY 1,215,612.82, compared to an increase of CNY 814,756.84 previously[20] - The net increase in cash and cash equivalents was CNY -74,607,540.34, contrasting with a positive increase of CNY 23,329,543.92 in the prior year[20] - The ending balance of cash and cash equivalents was CNY 288,065,720.26, down from CNY 100,696,939.61 year-over-year[20] Assets and Liabilities - Total assets at the end of Q1 2023 were CNY 5,849,176,838, a decrease of 1.39% from CNY 5,931,383,982 at the end of the previous year[5] - Current assets totaled CNY 4,457,642,569.55, down from CNY 4,534,781,693.78 at the start of the year[13] - Inventory decreased to CNY 2,653,164,154.60 from CNY 2,737,988,896.17, reflecting a reduction of approximately 3.1%[13] - Short-term borrowings were CNY 1,290,947,696.94, a decrease from CNY 1,332,479,069.40, indicating a reduction of about 3.1%[14] - Total liabilities decreased to CNY 2,653,876,131.25 from CNY 2,741,787,452.07, a decline of approximately 3.2%[14] - The company's equity attributable to shareholders increased to CNY 3,121,290,230.81 from CNY 3,113,152,281.03, showing a slight increase[14] - The company's total liabilities increased, with contract liabilities rising by 64.76% to CNY 90,933,555 due to an increase in advance payments[8] - Other current liabilities surged by 352.39% to CNY 16,703,091, primarily due to an increase in advance payments[8] Research and Development - Research and development expenses increased to CNY 10,405,740, up from CNY 9,258,376, indicating a focus on innovation[16] Market Strategy - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[12] - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[19] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 51,014[10] Audit Information - The first quarter report was not audited[21]

Financial Performance - The company's operating revenue for 2022 was CNY 5,114,218,375.88, representing a 14.31% increase compared to CNY 4,474,169,975.45 in 2021[21]. - The net profit attributable to shareholders was a loss of CNY 7,576,772.03, an improvement of 45.25% from a loss of CNY 13,837,893.70 in the previous year[21]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of CNY 23,704,894.29, a decrease of 26.29% from a loss of CNY 32,160,019.91 in 2021[21]. - The net cash flow from operating activities decreased by 42.80% to CNY 117,114,344.53 from CNY 204,735,795.01 in the previous year[21]. - The total assets at the end of 2022 were CNY 5,931,383,981.99, a 15.87% increase from CNY 5,119,045,163.62 at the end of 2021[21]. - The net assets attributable to shareholders increased by 46.97% to CNY 3,113,152,281.03 from CNY 2,118,156,040.32 in 2021[21]. - The basic earnings per share improved to -0.01 from -0.02, a 50.00% increase[21]. - The diluted earnings per share improved to -0.01 from -0.04, a 75.00% increase[21]. Revenue Breakdown - The company's total revenue for Q1, Q2, Q3, and Q4 was approximately $1.06 billion, $1.35 billion, $1.53 billion, and $1.17 billion respectively, showing a significant fluctuation in performance throughout the year[24]. - The net profit attributable to shareholders for the same quarters was $9.46 million, $23.38 million, $19.11 million, and a loss of $59.54 million, indicating a substantial decline in Q4[24]. - The net profit after deducting non-recurring gains and losses was $8.12 million in Q1, $21.84 million in Q2, $10.31 million in Q3, and a loss of $63.97 million in Q4, reflecting a similar trend[24]. - Revenue from the prepared food segment reached 1.131 billion yuan, with a year-on-year increase of 34.48%[49]. - Domestic market revenue was 3.491 billion yuan, accounting for 68.26% of total revenue, indicating a steady increase in domestic market share[50]. Market Strategy and Product Development - The company focuses on the seafood processing industry, particularly in the rapidly growing prepared food sector, which is projected to reach a market size of 4.196 trillion yuan in 2022 and potentially exceed 1 trillion yuan by 2026[34]. - The company aims to become a leading global marine food enterprise, emphasizing the transition towards value-added products, particularly in the prepared food category[36]. - The company has a diverse product range, including deep-processed and prepared dishes, with a focus on seafood such as Argentine red shrimp and New Zealand green-lipped mussels[36]. - The prepared food industry is driven by increasing consumer demand for convenience and quality, with a notable rise in the consumption of seafood products[34]. - The company launched over 20 new prepared food products, including pineapple grilled fish and spicy bullfrog, enhancing its product portfolio[49]. Financial Management and Capital Structure - The company successfully raised ¥1 billion through a private placement to enhance capital strength and reduce financial risk, with ¥700 million allocated to expand production capacity in its subsidiaries[55]. - The total cash inflow from financing activities rose by 75.29% to ¥3,269,095,046.83, indicating increased fundraising efforts[69]. - The company utilized 30,000.00 million in raised funds to supplement working capital, with a remaining balance of 25,048.45 million in the special account[77]. - The total amount of raised funds was 100,000.00 million, with 30,000.00 million already used[77]. - The company reported a total related party transaction amount of 670.25 million yuan for the year 2022, which accounted for 2.000% of the total transaction amount[169]. Corporate Governance and Compliance - The company has established a comprehensive corporate governance structure in compliance with relevant laws and regulations, enhancing operational standardization and information disclosure[96]. - The board of directors consists of 9 members, including 3 independent directors, ensuring compliance with legal requirements[100]. - The company maintains independent operations in terms of business, assets, personnel, and finance, with no guarantees provided for the controlling shareholder[100]. - The company has implemented a performance evaluation and incentive mechanism for senior management, combining base salary with annual performance assessments[101]. - The company actively engages in investor relations management, ensuring timely responses to investor inquiries and maintaining transparency[101]. Environmental Responsibility - The company strictly adheres to national and local environmental protection laws and standards, ensuring compliance with pollution discharge regulations[149]. - The company has established an emergency response plan for environmental incidents in accordance with relevant laws and regulations[151]. - Continuous investment in environmental protection facilities has been made to enhance efficiency and reduce costs[152]. - The company conducts third-party testing for environmental compliance 1 to 2 times a year[152]. - The company has obtained the necessary pollution discharge permits as required by law[150]. Social Responsibility and Community Engagement - The company has absorbed over 3,000 rural residents for employment in its aquaculture food production bases, contributing to local income generation[156]. - The company actively engages in social responsibility initiatives, including poverty alleviation and support for rural revitalization, enhancing its corporate image[154]. - The company has made efforts to improve working conditions and employee welfare, adhering to labor laws and regulations[154]. - The company has implemented talent cultivation strategies, focusing on employee training and incentive mechanisms to improve workforce productivity[154]. Employee Management and Compensation - The total number of employees at the end of the reporting period is 4,143, with 1,480 in the parent company and 2,663 in major subsidiaries[127]. - The professional composition includes 3,132 production personnel, 407 sales personnel, 265 technical personnel, 91 financial personnel, and 248 administrative personnel[127]. - The company has a competitive and fair compensation system, combining salary, bonuses, stock options, and employee stock ownership plans[128]. - The company has implemented a training plan that includes both internal and external training to enhance employee skills and management capabilities[129]. Shareholder and Stock Management - The company reported a loss for the year 2022 and will not distribute cash dividends or increase capital stock from capital reserves[131]. - The company has a stock incentive plan approved in 2020, granting 9.44 million restricted stocks to 76 incentive objects[136]. - The company issued 221,238,938 shares at a price of 4.52 RMB per share, increasing its share capital accordingly[192]. - The total number of shares increased to 1,133,531,253 following the issuance, enhancing the company's net assets and reducing the asset-liability ratio[199]. - The company’s shareholder structure includes significant holdings by domestic legal entities and individuals, with foreign holdings at 1.60%[196].

Impact of Typhoon "Haikui" - The company prepared and took preventive measures, resulting in minimal impact on headquarters operations [2] - Damage primarily occurred at hatchery facilities, but overall losses are small and normal operations are largely unaffected [2] - Future raw material supply may be affected due to significant impact on aquaculture, potentially leading to price increases [2] E-commerce Strategy - The company believes the next few years will be a peak period for fresh food e-commerce, aligning with commercial development trends [2] - Cold chain logistics development is crucial for the growth of fresh food e-commerce, and the company aims to integrate into this trend [2] - The e-commerce business has shown positive results and experiences, with ongoing improvements and team recruitment [3] Mergers and Acquisitions Plans - The company is in a transformation phase and may consider mergers to integrate quality industry resources [3] - Focus areas for potential acquisitions include brands with advantages, strong distribution channels, or superior technological resources [3] Stock Incentive Plan - The first phase of the stock incentive plan has met its exercise conditions, with the second phase requiring a profit of 70 million in 2014 [3] - The company is confident in achieving the 2014 stock incentive targets, which are essential for employee motivation and performance [3] Growth Drivers for 2014 - The completion of the Guomei Aquaculture project in 2013 generated nearly 500 million in sales, establishing a solid foundation for growth [3] - The American SSC company is expected to maintain growth in 2014 [3] - Continuous growth in seed and feed sales, particularly in high-margin seed products, is a focus for management in 2014 [3] - The company will adapt its operations based on global raw material conditions for more flexible order management [3]

Group 1: Company Transformation and Strategy - In 2014, the company transitioned from a shrimp and tilapia full-chain operator to a global seafood supply platform, focusing on high-value segments of the industry [2] - The main directions for external growth include global resource acquisition, establishing quality offline channels, and marine biotechnology [2] Group 2: Marketing Focus for 2015 - The primary marketing focus for 2015 is on the domestic market, with significant sales growth expected from mid-to-high-end chain restaurants and industrial clients [2] - The company aims to enhance its product structure, increasing the proportion of high-value products like breaded shrimp [3] Group 3: Investment and Fund Establishment - The company plans to co-establish the "Shenzhen Maritime Silk Road Venture Capital Fund" with Guangdong Ocean Investment Management Co., focusing on high-growth marine industry projects [3] - Initial investment directions include marine biology, marine IoT technologies, and the marine food sector [3] Group 4: Product Line Expansion - Future product line expansion will include imported global seafood, Western and Chinese dishes, and marine leisure food products [3] - The company has made progress in expanding non-U.S. markets, achieving good performance in Canada, Australia, and Russia, among others [3]

Group 1: Company Transformation and Strategy - The company has transitioned from a full-chain operator of shrimp and tilapia to a global seafood supply platform since 2014, aiming to become the "most influential marine food enterprise" [2] - The future acquisition directions focus on three areas: upstream resources (high-quality breeding and fishing resources globally), downstream channels and brands, and food research and processing [2] Group 2: Financial Performance - In the first half of 2016, the company achieved significant sales revenue growth, with an estimated profit of 7 million to 12 million, representing a year-on-year increase of 117.43% to 129.88% [3] - The company’s export business has rebounded significantly after the previous year's FDA inspection issues were resolved [3] Group 3: Shrimp Farming Project - The total investment for the shrimp factory farming project is planned to be no more than 480 million, with phase one investment at 170 million and phases two and three not exceeding 310 million [3][4] - The project aims to achieve an annual production capacity of 6,000 tons of live shrimp upon completion [4] Group 4: Market Strategy - The company aims to maintain its export advantages and optimize market and product structures, focusing on high-margin products and enhancing customer quality [4] - Domestic marketing efforts will target high-consumption areas and integrate online and offline sales channels to improve customer service and loyalty [4][5] Group 5: Strategic Partnerships - The collaboration with Xinian Foods, a leading frozen food producer in China, aims to leverage both companies' resources in raw material supply, product development, and brand building [5]