中信证券股份有限公司 关于深圳市昌红科技股份有限公司 2024 年半年度跟踪报告 | 保荐人名称：中信证券股份有限公司 | 被保荐公司简称：昌红科技 | | --- | --- | | 保荐代表人姓名：范 璐 | 联系电话：021-20262214 | | 保荐代表人姓名：许佳伟 | 联系电话：021-20262200 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 0次 | | 2.督导公司建立健全并有效执行规章制度的情 | | | 况 | | | （1）是否督导公司建立健全规章制度（包括 | | | 但不限于防止关联方占用公司资源的制度、募 集资金管理制度、内控制度、内部审计制度、 | 是 | | 关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3.募集资金监督情况 | | | （1）查询公司募集资金专户次数 | 每月一次 | | （2）公司募集资金项目进展是否与信息披露 | 是 | | 文件一致 | | | ...

| 证券代码: | 300151 | 证券简称：昌红科技 | | 公告编号：2024-054 | | --- | --- | --- | --- | --- | | 债券代码: | 123109 | 债券简称: | 昌红转债 | | 深圳市昌红科技股份有限公司 2024 年半年度权益分派实施公告 本次权益分派股权登记日为：2024 年 8 月 22 日，除权除息日为：2024 年 8 1 本公司及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。 深圳市昌红科技股份有限公司，2024 年半年度权益分派方案已获 2024 年 5 月 20 日召开的 2023 年年度股东大会审议通过，现将权益分派事宜公告如下： 一、权益分派方案 月 23 日。 本公司 2024 年半年度权益分派方案为：以公司现有总股本 532,508,631 股为 基数，向全体股东每 10 股派 0.600000 元人民币现金（含税；扣税后，通过深股 通持有股份的香港市场投资者、QFII、RQFII 以及持有首发前限售股的个人和证 券投资基金每 10 股派 0.540000 元；持有首发后限售股、股权激励限 ...

深圳市昌红科技股份有限公司 关于可转换公司债券转股价格调整的公告 本公司及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。 特别提示： | 证券代码: | 300151 | 证券简称：昌红科技 | | 公告编号：2024-055 | | --- | --- | --- | --- | --- | | 债券代码: | 123109 | 债券简称: | 昌红转债 | | 增发新股或配股：P1=(P0+A×k)/(1+k)； 上述两项同时进行：P1=(P0+A×k)/(1+n+k)； 派送现金股利：P1=P0-D； 1 债券代码：123109 债券简称：昌红转债 调整前转股价格：26.85 元/股 调整后转股价格：26.79 元/股 转股价格调整生效日期：2024 年 8 月 23 日 上述三项同时进行：P1=(P0-D+A×k)/(1+n+k) 其中：P0 为调整前转股价，n 为送股或转增股本率，k 为增发新股或配股率， A 为增发新股价或配股价，D 为每股派送现金股利，P1 为调整后转股价。 一、关于可转换公司债券转股价格调整的相关规定 经中国证券监督管理委员会《关于同意 ...

Group 1: Financial Performance - The company achieved a total revenue of 483 million yuan in the first half of 2024, with a net profit attributable to shareholders of 44 million yuan, reflecting a year-on-year decrease of 5.94% and a growth of 2.42% respectively [2] - The net profit margin after deducting non-recurring gains and losses was 0.54% [2] - The medical device sector experienced a growth of 18.12% in revenue during the same period [2] Group 2: Product Development and Market Validation - Multiple products have entered the "small batch and verification" stage at major domestic wafer factories, with ongoing efforts to expedite formal production line validation [3] - The company has established a strategic cooperation framework with Fresenius, which began in June 2024, focusing on close communication regarding specific projects [3] - The company specializes in high-end medical plastic products, relying on precision molds and automated production technology, with a dedicated team for mold design and automated production line development [3]

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company's performance in the first half of 2024 was under pressure, but it has entered a marginal improvement inflection point, maintaining its rare growth potential [3] - The company achieved a net profit attributable to shareholders of 0.44 million yuan, with a year-on-year increase of 9.21% [3] - The revenue from product sales was 2.93 billion yuan, a year-on-year decrease of 12.13%, while the revenue from medical consumables increased by 18.12% year-on-year [3] - The company has signed a strategic cooperation framework with Fresenius, expanding its collaboration with international medical giants [3] - The company is expected to see significant growth in its wafer carrier and other product lines, with successful development and production already achieved [3] Financial Summary and Valuation Indicators - The total market value of the company is 82.96 billion yuan, with a circulating market value of 57.44 billion yuan [4] - The company's projected net profits for 2024, 2025, and 2026 are 1.21 billion yuan, 1.69 billion yuan, and 2.40 billion yuan respectively, with corresponding EPS of 0.23, 0.32, and 0.45 yuan [3][5] - The company's P/E ratios for 2024, 2025, and 2026 are projected to be 68.8, 49.0, and 34.6 respectively [5] - The company's revenue is expected to recover from 931 million yuan in 2023 to 1.209 billion yuan in 2024, with a year-on-year growth of 29.8% [5]

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company's performance in the first half of 2024 was under pressure, but it has entered a marginal improvement inflection point. Despite the challenges, the company's rare growth potential remains intact [3] - The company reported a net profit attributable to shareholders of 0.44 million yuan, with a year-on-year increase of 9.21% [3] - The revenue from product sales was 2.93 billion yuan, a year-on-year decrease of 12.13%, while the revenue from medical consumables increased by 18.12% year-on-year [3] - The company has signed a strategic cooperation framework with Fresenius, expanding its collaboration with international medical giants [3] - The company has successfully developed and produced wafer carriers, with projects expected to ramp up sales [3] Financial Summary and Valuation Indicators - The total market value of the company is 82.96 billion yuan, with a circulating market value of 57.44 billion yuan [4] - The company's revenue for the first half of 2024 was 4.83 billion yuan, a year-on-year decrease of 5.94% [4] - The projected net profit for 2024, 2025, and 2026 is expected to be 1.21 billion yuan, 1.69 billion yuan, and 2.40 billion yuan respectively, with corresponding EPS of 0.23 yuan, 0.32 yuan, and 0.45 yuan [3][5] - The current P/E ratios for 2024, 2025, and 2026 are 68.8, 49.0, and 34.6 respectively [5]

| 证券代码: 300151 | 证券简称：昌红科技 | 公告编号：2024-049 | | --- | --- | --- | | 债券代码: 123109 | 债券简称: 昌红转债 | | 深圳市昌红科技股份有限公司 关于续聘 2024 年度审计机构的公告 本公司及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。 深圳市昌红科技股份有限公司（以下简称"公司"）于 2024 年 8 月 12 日分 别召开了第六届董事会第十次会议和第六届监事会第十次会议，审议通过了《关 于续聘 2024 年度审计机构的议案》，拟续聘立信会计师事务所（特殊普通合伙） 为公司 2024 年度审计机构，本议案尚需提交公司股东大会审议。现将相关事宜 公告如下： 一、拟续聘会计师事务所的基本信息 （一）机构信息 1、基本信息 立信会计师事务所（特殊普通合伙）（以下简称"立信"）由我国会计泰斗 潘序伦博士于 1927 年在上海创建，1986 年复办，2010 年成为全国首家完成改制 的特殊普通合伙制会计师事务所，注册地址为上海市，首席合伙人为朱建弟先生。 立信是国际会计网络 BDO 的成员所，长期 ...

单位：万元 | | | 占用方与上 | 上市公司核算 | 年期初 2024 | 2024 年半年 度占用累计发 | 年半年度 2024 | 年半年度 2024 | 年半年 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用 | 资金占用方名称 | 市公司的关 | 的会计科目 | 占用资金余 | 生金额（不含 | 占用资金的利 | 偿还累计发生 | 度期末占用 | 占用形成原因 | 占用性质 | | | | 联关系 | | 额 | | 息(如有) | 金额 | 资金余额 | | | | | | | | | 利息） | | | | | | | 控股股东、实际控制人 | | | | | | | | | | | | 及其附属企业 | | | | | | | | | | | | 小计 | | - - | - | | | | | | - | | | 前控股股东、实际控制 | | | | | | | | | | | | 人及其附属企业 | | | | | | | | | | | | 小计 | | ...

Financial Performance - Revenue for the reporting period was 483.40 million yuan, a decrease of 5.94% compared to the same period last year[12] - Net profit attributable to shareholders of the listed company was 43.60 million yuan, an increase of 2.42% compared to the same period last year[12] - Net cash flow from operating activities was 60.71 million yuan, a decrease of 36.01% compared to the same period last year[12] - Total assets at the end of the reporting period were 2.54 billion yuan, a decrease of 0.59% compared to the end of the previous year[12] - Revenue for the reporting period was RMB 483.4 million, a decrease of 5.94% year-over-year[30] - Operating costs decreased by 7.21% to RMB 345.4 million compared to the same period last year[30] - Net cash flow from operating activities decreased by 36.01% to RMB 60.7 million due to reduced sales and revenue[31] - Net cash flow from investing activities decreased by 148.95% to RMB -166.3 million, mainly due to increased investment activities[31] - Medical devices and consumables segment revenue increased by 18.12% to RMB 144.0 million, with a gross margin of 43.47%[32] - Total operating revenue for the first half of 2024 was RMB 483,404,641.80, a decrease of 5.94% compared to RMB 513,942,535.16 in the same period of 2023[134] - Operating costs for the first half of 2024 were RMB 445,716,152.59, a decrease of 6.02% compared to RMB 474,281,469.16 in the same period of 2023[135] - R&D expenses for the first half of 2024 were RMB 25,378,847.93, a decrease of 14.38% compared to RMB 29,640,689.97 in the same period of 2023[135] - Net profit for the first half of 2024 was RMB 42,701,426.81, a decrease of 7.11% compared to RMB 45,968,806.62 in the same period of 2023[135] - Net profit attributable to parent company shareholders increased to 43,601,055.31 RMB, up from 42,572,447.72 RMB in the previous period[136] - Comprehensive income attributable to parent company shareholders decreased to 32,757,465.20 RMB from 52,839,008.68 RMB[136] - Operating income for the parent company decreased to 133,848,695.24 RMB from 152,235,739.37 RMB[137] - Operating profit for the parent company increased significantly to 92,798,190.15 RMB from 40,781,849.07 RMB[138] - Net profit for the parent company rose to 93,755,929.57 RMB from 41,023,258.84 RMB[138] - Research and development expenses decreased to 7,791,021.91 RMB from 8,877,891.27 RMB[138] - Financial expenses decreased to 1,614,167.75 RMB from 2,660,599.04 RMB[138] - Other comprehensive income after tax for the parent company showed a loss of 10,843,590.11 RMB compared to a gain of 10,266,560.96 RMB in the previous period[136] - Basic and diluted earnings per share remained stable at 0.08 RMB[136] - Total comprehensive income for the parent company increased to 93,755,929.57 RMB from 41,023,258.84 RMB[139] - Sales revenue from goods and services in 2024 H1 decreased to 478.89 million yuan from 577.21 million yuan in 2023 H1, a decline of 17.03%[140] - Net cash flow from operating activities in 2024 H1 was 60.71 million yuan, down 36.01% compared to 94.88 million yuan in 2023 H1[140] - Net cash flow from investing activities in 2024 H1 was -166.29 million yuan, a significant decrease from -66.80 million yuan in 2023 H1[141] - Net cash flow from financing activities in 2024 H1 improved to -68.58 million yuan from -152.95 million yuan in 2023 H1[141] - Cash and cash equivalents at the end of 2024 H1 stood at 521.02 million yuan, compared to 372.38 million yuan at the end of 2023 H1[141] - Parent company's sales revenue from goods and services in 2024 H1 dropped to 122.07 million yuan from 206.48 million yuan in 2023 H1, a decrease of 40.88%[142] - Parent company's net cash flow from operating activities in 2024 H1 was 4.50 million yuan, a sharp decline from 58.30 million yuan in 2023 H1[142] - Parent company's net cash flow from investing activities in 2024 H1 improved to -27.54 million yuan from -44.02 million yuan in 2023 H1[143] - Parent company's net cash flow from financing activities in 2024 H1 was -48.12 million yuan, compared to -123.92 million yuan in 2023 H1[143] - Parent company's cash and cash equivalents at the end of 2024 H1 were 272.12 million yuan, up from 133.90 million yuan at the end of 2023 H1[143] Subsidiaries and Business Segments - The company's subsidiaries include Shenzhen Baimingsheng Medical Devices, Zhejiang Baimingsheng Medical Technology, and Liyin Precision Medical Products (Shanghai)[4] - The company's medical device and consumables business includes real-time glucose monitoring, insulin therapy pumps, IVF, microfluidics, and minimally invasive surgical robots[21] - The company's precision mold and OA product production business provides one-stop services from product design to assembly[22] - The company's semiconductor consumables production business is focused on providing solutions for the semiconductor industry[22] - Shenzhen Boming Sheng, a subsidiary, achieved a net profit of 28.56 million yuan with total assets of 364.7 million yuan and revenue of 134.38 million yuan[54] - Desheng Investment, another subsidiary, reported a net profit of 46.83 million yuan with total assets of 410.97 million yuan and revenue of 173.38 million yuan[54] - Zhejiang Boming Sheng, a subsidiary, incurred a net loss of 16.41 million yuan with total assets of 539.36 million yuan and revenue of 6.25 million yuan[54] - The company's subsidiary, Shenzhen Baimingsheng Medical Devices Co., Ltd., incurred rental expenses of 373.31 million yuan for factory buildings, canteens, and dormitories, reducing profits[94] - The company's subsidiary, Shenzhen Baimingsheng Medical Devices Co., Ltd., incurred rental expenses of 229.33 million yuan for factory buildings and dormitories, reducing profits[94] - The company's subsidiary, Zhejiang Boming, signed a strategic cooperation framework agreement with Fresenius Medical Care Deutschland GmbH to expand its business in hemodialysis medical consumables and medical device structural parts[102] Investments and Capital - The company's registered capital increased from 502.50 million yuan to 532.51 million yuan[11] - The company raised RMB 460 million through the issuance of convertible bonds, with RMB 462.89 million cumulatively invested in the expansion of high-end medical device and consumables production lines and working capital[42] - The company raised RMB 413.70 million through a private placement of A shares, with RMB 236.64 million cumulatively invested in the high-end medical device and consumables base in South China, the headquarters base upgrade project, and working capital[43] - The high-end medical device and consumables production line expansion project (Phase I and II) has a cumulative investment of 340.153 million yuan, achieving an investment progress of 104.66%[44] - The high-end medical device and consumables South China base construction project has a cumulative investment of 52.6098 million yuan, with an investment progress of 39.55%[44] - The headquarters base renovation and upgrade project has a cumulative investment of 85.1626 million yuan, with an investment progress of 49.52%[44] - The supplementary working capital project has a cumulative investment of 98.8701 million yuan, achieving an investment progress of 100.24%[44] - The total investment in committed projects is 699.5332 million yuan, with a total investment progress of 82.15%[44] - The company has unused raised funds of 171.9725 million yuan, of which 170.8311 million yuan is used for cash management[49] - The company's entrusted financial management amount is 446.8243 million yuan, with an outstanding balance of 400.1348 million yuan[51] - The company's total investment in the reporting period was RMB 141.06 million, a 27.22% increase compared to the same period last year[39] - The company's credit rating remains AA- with a stable outlook, as per the latest credit rating report[124] - The company's current ratio decreased by 2.95% from 4.40 to 4.27[126] - The company's quick ratio decreased by 5.95% from 3.70 to 3.48[126] - The company's asset-liability ratio decreased slightly by 0.49% from 33.84% to 33.35%[126] - The company's monetary funds decreased from 700,179,360.58 yuan to 521,017,505.29 yuan[128] - The company's accounts receivable increased from 216,395,752.63 yuan to 252,910,071.06 yuan[128] - The company's inventory increased from 144,623,057.31 yuan to 151,696,080.10 yuan[128] - The company's total assets decreased from 2,555,436,436.76 yuan to 2,540,319,473.80 yuan[130] - The company's total liabilities decreased from 864,728,944.63 yuan to 847,229,163.10 yuan[130] - The company's equity attributable to the parent company increased from 1,641,669,572.59 yuan to 1,652,730,736.06 yuan[130] - The company's retained earnings increased from 389,070,760.96 yuan to 396,670,791.76 yuan[130] - Total assets as of June 30, 2024, were RMB 1,971,793,213.20, an increase of 3.61% compared to RMB 1,903,135,714.13 at the end of 2023[132] - Total liabilities as of June 30, 2024, were RMB 616,673,626.36, a slight decrease of 0.15% compared to RMB 617,580,711.41 at the end of 2023[133] - Accounts receivable as of June 30, 2024, were RMB 114,749,322.45, an increase of 33.33% compared to RMB 86,064,501.81 at the end of 2023[132] - Prepayments as of June 30, 2024, were RMB 2,957,795.73, an increase of 292.56% compared to RMB 753,556.76 at the end of 2023[132] - Contract liabilities as of June 30, 2024, were RMB 10,710,234.86, an increase of 148.75% compared to RMB 4,306,088.48 at the end of 2023[133] - Total equity as of June 30, 2024, was RMB 1,355,119,586.84, an increase of 5.41% compared to RMB 1,285,555,002.72 at the end of 2023[133] - Share capital increased by 493.00 million yuan, reaching 532,508,138.00 yuan[144] - Other equity instruments decreased by 2.57 million yuan, totaling 89,091,700.60 yuan[144] - Capital reserve increased by 4.93 million yuan, reaching 532,377,119.10 yuan[144] - Comprehensive income decreased by 10.8 million yuan, totaling 43,590,101.10 yuan[145] - Owner's equity increased by 11.0 million yuan, reaching 1,649,572.59 million yuan[144] - Minority shareholder equity decreased by 8.67 million yuan, totaling 49,037,919.50 million yuan[144] - Total owner's equity increased by 2.38 million yuan, reaching 1,690,707,492.13 million yuan[144] - Profit distribution to owners decreased by 26,625,431.55 million yuan[145] - General risk provision remained unchanged at 0 yuan[145] - Special reserve remained unchanged at 0 yuan[146] - The company's total owner's equity at the beginning of the period was 1,349,175,853.90, with a decrease of 43,837,869.80 during the period[147] - The comprehensive income for the period was 52,839,008.68, contributing to the owner's equity[147] - The company allocated 100,501,591.00 for profit distribution to owners (or shareholders)[148] - The total owner's equity at the end of the period was 1,305,337,984.10[149] - The parent company's owner's equity at the beginning of the period was 1,285,555,002.72, with an increase of 69,564,584.12 during the period[150] - The parent company's comprehensive income for the period was 93,755,929.57[150] - The parent company's owner's equity at the end of the period was 1,355,119,586.84[150] - The company's total owner's equity at the end of the period was RMB 1,355,119,586.84[151] - The company's comprehensive income for the period was RMB 41,023,258.84[153] - The company's total profit distribution to owners (or shareholders) was RMB -100,501,591.00[153] - The company's registered capital is RMB 532,508,027.00[155] - The company's total owner's equity at the beginning of the period was RMB 956,406,731.15[153] - The company's total owner's equity at the end of the period was RMB 909,574,969.83[154] - The company's total capital reserve at the end of the period was RMB 89,091,458,650.28[154] - The company's total undistributed profit at the end of the period was RMB 56,908,644.19[154] - The company's total special reserve at the end of the period was RMB 53,541,163.48[154] - The company's total other comprehensive income at the end of the period was RMB 61,659,844.81[154] Corporate Governance and Shareholder Information - The company's stock is listed on the Shenzhen Stock Exchange under the ticker symbol 300151[6] - The company's registered and office addresses remain unchanged during the reporting period[8] - The company conducted multiple investor relations activities, including online exchanges and on-site visits, to discuss performance and future outlook[61] - The company held its 2024 first extraordinary general meeting with a 42.49% investor participation rate, passing resolutions on revising the Articles of Association and corporate governance systems[63] - The 2023 annual general meeting saw a 47.74% investor participation rate, approving the 2023 annual report, financial statements, and profit distribution plan[63] - The company proposed a cash dividend of 0.6 yuan per 10 shares for the first half of 2024, totaling 31,950,517.86 yuan, representing 100% of the profit distribution[65][66] - The employee stock ownership plan covers 131 employees, including directors, supervisors, and key staff, holding 3,545,400 shares, accounting for 0.67% of the total share capital[67] - Chairman and General Manager Li Huanchang holds 200,400 shares, representing 0.04% of the total share capital[68] - The company's total share capital is 532,508,631 shares, with distributable profits of 85,746,382.08 yuan[65] - The employee stock ownership plan was revised in June 2022, with funds sourced from employee salaries, self-raised funds, and other legal means[67] - The company maintains a robust corporate governance structure, ensuring fair treatment of all shareholders and timely information disclosure[72] - No environmental penalties were incurred during the reporting period, as the company strictly adheres to environmental protection laws and regulations[71] - The company places high importance on employee training and career development, providing various training programs to enhance employee skills and align personal career goals with corporate development[74] - The company has established long-term strategic partnerships with global clients and suppliers, focusing on resource sharing and collaborative supply chain mechanisms[75] - The company is committed to environmental protection and sustainable development, strictly adhering to environmental regulations and standards for waste management[76] - The company's controlling shareholders and related parties have made commitments regarding share lock-up periods, with specific restrictions on share transfers during and after their tenure[77] - The company's major shareholders have committed to avoiding any form of competition with the company and will not engage in any business that competes with the company[77] - The company's controlling shareholders have pledged to cover any potential tax liabilities related to pre-IPO tax benefits if required by tax authorities[78] - The company's controlling shareholders have committed to covering any potential social security and housing fund liabilities from the pre-IPO period if required by relevant authorities[78] - The company's controlling shareholders and directors have committed to increasing their shareholdings by a total of at least 150.568 million yuan, with specific amounts allocated to each individual[78] - The company's controlling shareholder has committed to reducing related-party transactions and ensuring fair business practices[78] - The company's controlling shareholder, Li Huanchang, has committed to avoiding and reducing related-party transactions with Changhong Technology, ensuring fairness and transparency in any unavoidable transactions[79] - Li Huanchang has also pledged to avoid any

中信证券股份有限公司关于深圳市昌红科技股份有限公司 使用部分暂时闲置募集资金及闲置自有资金 | 项目名称 | 投资总额 | 调整前拟投入募集资 | 调整后拟投入募集 | | --- | --- | --- | --- | | | | 金金额 | 资金金额 | | 高端医疗器械及耗材华南 | 26,500.00 | 26,300.00 | 13,302.23 | 1 | 基地建设项目 | | | | | --- | --- | --- | --- | | 总部基地改造升级项目 | 34,000.00 | 34,000.00 | 17,196.80 | | 补充流动资金 | 19,500.00 | 19,500.00 | 9,862.87 | | 合计 | 80,000.00 | 79,800.00 | 40,361.90 | 目前，募集资金投资项目正在稳步推进，由于募集资金投资项目建设需要一定周期， 根据募集资金投资项目建设进度，现阶段募集资金在短期内预计会出现部分闲置的情况。 在确保不影响正常运营和募集资金投资项目建设的情况下，公司将合理利用闲置募集资 金进行现金管理，提高募集资金使用效率。 二、本次使用闲置 ...