非经营性资金占用及其他关联资金往来情况汇总表 | | | 占用方与上市 | | | 2023 半年度占 | 2023 半年度占 | 2023 半年度 | 2023 半年期 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金 | 资金占用方名称 | 公司的关联关 | 上市公司核算 | 2023 年期初 | 用累计发生金 | 用资金的利息 | 偿还累计发 | 末占用资金 | 占用形成原因 | 占用性质 | | 占用 | | 系 | 的会计科目 | 占用资金余额 | 额 | （如有） | 生金额 | 余额 | | | | | | | | | （不含利息） | | | | | | | 控股股东、实 | | | | | | | | | | 非经营性占用 | | 际控制人及其 | | | | | | | | | | | | | | | | | | | | | | 非经营性占用 | | 附属企业 | | | | | | | | | | | | 小 计 | - | - | - | | | | | | | - | ...

关于 2022 年限制性股票激励计划激励对象名单的核查意见 （截止预留授予日） 本公司及监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。 宁波慈星股份有限公司（以下简称"公司"）监事会根据《中华人民共和国 公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称 "《证券法》"）、《上市公司股权激励管理办法》（以下简称"《管理办法》"）、 《深圳证券交易所创业板股票上市规则》（以下简称"《上市规则》"）、《深 圳证券交易所创业板上市公司自律监管指南第 1 号——业务办理》（以下简称"《自 律监管指南》"）等有关法律、法规、规范性文件以及《宁波慈星股份有限公司 章程》（以下简称"《公司章程》"）的有关规定，对公司 2022 年限制性股票激 励计划（以下简称"《激励计划》"或"本激励计划"）预留授予激励对象名单 进行审核，发表核查意见如下： 1、本激励计划预留授予激励对象均不存在《管理办法》第八条及《上市规则》 第 8.4.2 条规定的不得成为激励对象的情形： (1)最近 12 个月内被证券交易所认定为不适当人选； 证券代码：300307 证券简称：慈星股份 ...

宁波慈星股份有限公司独立董事 关于第五届董事会第六次会议相关事项的独立意见 3、2023年上半年公司发生的关联交易遵循了等价有偿、公允市价的原则定 价，没有违反公开、公平、公正的原则，不存在任何内部交易，不存在损害公司 和中小股东利益的情形,符合相关法律、法规及公司章程的规定。 2、关于向激励对象预留授予限制性股票的独立意见 1、根据公司 2022 年第一次临时股东大会的授权，董事会确定公司 2023 年 限制性股票激励计划的预留授予日为 2023 年 8 月 28 日，该授予日符合《上市公 司股权激励管理办法》等法律、法规以及公司《2022 年限制性股票激励计划（草 案）》（以下简称"《激励计划》"或"本激励计划"）及其摘要中关于授予日的 相关规定。 2、本次授予限制性股票的激励对象均符合《中华人民共和国公司法》《中华 根据《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第2号——创业板上市公司规范运作》及公司《独立董事制度》、《公 司章程》等相关法律法规、规章制度的规定，作为公司的独立董事，参加了公司 2023年8月28日召开的第五届董事会第六次会议，并对此次会议审议的相关事项 ...

证券简称：慈星股份 证券代码：300307 上海荣正企业咨询服务（集团）股份有限公司 关于 2022 年限制性股票激励计划 预留授予相关事项 之 宁波慈星股份有限公司 独立财务顾问报告 2023 年 8 月 | 一、释义 3 | | --- | | 二、声明 4 | | 三、基本假设 5 | | 四、独立财务顾问意见 6 | | （一） 本激励计划已经履行的审批程序 6 | | （二） 本次实施的股权激励计划与股东大会审议通过的股权激励计划差异情 | | 况 7 | | （三） 本次限制性股票预留授予条件成就的情况说明 7 | | （四） 限制性股票预留授予情况 8 | | （五） 实施本次激励计划对相关年度财务状况和经营成果影响的说明 9 | | （六） 结论性意见 9 | | 五、备查文件及咨询方式 10 | | （一）备查文件 10 | | （二）咨询方式 10 | 一、释义 | 释义项 | | 释义内容 | | --- | --- | --- | | 独立财务顾问 | 指 | 上海荣正企业咨询服务（集团）股份有限公司 | | 独立财务顾问报告 | | 《上海荣正企业咨询服务（集团）股份有限公司关于宁波 ...

Financial Performance - The company's operating revenue for 2022 was ¥1,900,848,528.55, a decrease of 10.81% compared to ¥2,131,152,264.89 in 2021[24] - Net profit attributable to shareholders for 2022 was ¥91,264,600.00, representing a 3.51% increase from ¥88,171,578.23 in 2021[24] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥41,851,658.33, an increase of 8.04% from ¥38,738,118.77 in 2021[24] - Basic earnings per share for 2022 was ¥0.12, up 9.09% from ¥0.11 in 2021[24] - Total assets at the end of 2022 were ¥4,420,949,370.99, a 9.04% increase from ¥4,054,517,310.64 at the end of 2021[24] - Net assets attributable to shareholders at the end of 2022 were ¥2,750,393,270.02, a 3.88% increase from ¥2,647,559,973.37 at the end of 2021[24] Cash Flow and Investments - The net cash flow from operating activities improved significantly to -¥7,585,184.04, a 94.72% increase compared to -¥143,613,969.16 in 2021[24] - The company reported a significant improvement in cash flow from operating activities in the fourth quarter, reaching ¥102,920,083.64[26] - The net cash inflow from financing activities was CNY 24,674,777.29, a decrease of 87.22% compared to the previous year[70] - The net increase in cash and cash equivalents was CNY -33,773,089.53, representing a decline of 17.09% year-on-year[70] - The total investment amount for the reporting period was CNY 100,000,000.00, a decrease of 59.13% compared to the previous year[75] Market and Sales Performance - In 2022, the company sold over 21,000 computer knitting machines, maintaining sales levels compared to the previous year, while the overall industry sales dropped by 27%[36] - The revenue from the domestic market was CNY 1,641,215,980.93, accounting for 86.34% of total revenue, which represents a decline of 15.50% year-on-year[54] - The revenue from the overseas market increased by 37.46% to CNY 259,632,547.62, representing 13.66% of total revenue[54] - The automation equipment and project integration business saw a significant decline of 59.19%, with revenue of CNY 102,445,262.65[54] Research and Development - The company holds a total of 138 invention patents, 320 utility model patents, 25 design patents, and 194 software copyrights, showcasing its strong R&D capabilities[43] - Research and development expenses increased by 13.23% to 86,568,813.79 CNY, representing 4.55% of operating revenue[66] - The company is committed to increasing R&D investment in new technologies and products to support industry upgrades[87] - The company emphasizes continuous innovation and R&D investment to enhance its competitive edge in the knitting machinery market[51] Corporate Governance - The company has established a transparent governance structure, ensuring compliance with relevant laws and regulations, and promoting independent operations of its board and committees[97] - The company maintains a complete and independent business system, ensuring no interference from controlling shareholders in its operations[100] - The company is focused on maintaining high standards of corporate governance and transparency in its operations[108] - The company has a diverse board with members holding various professional backgrounds, enhancing its decision-making capabilities[109] Employee and Management - The total number of employees at the end of the reporting period is 1,720, with 458 in the parent company and 1,262 in major subsidiaries[124] - The company has established a performance-based compensation system, linking monthly salaries and year-end bonuses to individual and departmental performance[126] - The company has a comprehensive employee training program focusing on professional skills, management capabilities, and corporate culture[128] - The company has a strong management team with over 30 years of experience in the knitting machinery industry, led by Chairman Sun Pingfan[106] Risks and Challenges - The company faces risks in future development as outlined in the management discussion and analysis section[3] - The company faces significant market risks due to reduced downstream demand and intense competition, particularly in overseas markets still affected by the pandemic[91] - Accounts receivable risk is notable, with a large balance due to the use of forward letters of credit and credit sales, leading to potential bad debt losses[91] - There is a risk of technological failure if R&D does not align with market needs or if key technologies are not updated in time, prompting increased investment in R&D[92] Social Responsibility - The company donated RMB 360,000 to the Cixi Charity Association as part of its social responsibility initiatives[147] - The company has increased its investment in employee training programs to support career development[147] Shareholder Information - The total number of shareholders at the end of the reporting period was 35,404, with a slight increase from 35,458 at the beginning of the period[185] - The largest shareholder, Ningbo Yuren Wisdom Technology (Group) Co., Ltd., holds 17.39% of the shares, totaling 135,754,541 shares[185] - The company has not established any differential voting rights arrangements[188] - The controlling shareholder is Ningbo Yuren Wisdom Technology (Group) Co., Ltd., with Sun Pingfan as the actual controller and chairman[189]

投资者活动记录表 编号：2023-001 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活动 类别 | □媒体采访 √业绩说明会 | | | □新闻发布会 □路演活动 | | | □现场参观 □电话会议 | | | □其他： （请文字说明其他活动内容） | | 参与单位名称 | 慈星股份2022年度业绩说明会采用网络远程方式进行，面向全体投资者 | | 及人员姓名 | | | 时间 | 2023 年 5 月 8 日 15:00-17:00 | | 地点 | 深圳证券交易所 "互动易平台 "http://irm.cninfo.com.cn "云访谈 "栏目 | | 公司接待人员 | 董事长, 总经理：孙平范 董秘：杨雪兰 | | 姓名 | 财务总监：邹锦洲 | | | 独立董事：陈文莹 | | 投资者关系活动 | 1.孙总，公司现有主业在资本市场并不能得到太多认可，公司未来发展有 吗？ | | | 哪些产品可以提高资本市场认可度？人工智能，机器人方面有相关业务 | | | 答：您好，目前公司将聚焦主业，始终将提升总体经营水平作为发展目 | | 主要内容介绍 | 标。以创新稳 ...

Financial Performance - The company's revenue for Q1 2023 was ¥529,988,717.99, representing a 12.01% increase compared to ¥473,164,433.92 in the same period last year[5] - Net profit attributable to shareholders was ¥38,139,069.29, up 29.36% from ¥29,482,221.68 year-on-year[5] - The basic earnings per share rose to ¥0.0500, a 25.00% increase from ¥0.0400 in the same period last year[5] - The net loss attributable to the parent company was CNY 153,526,070.63, an improvement from a loss of CNY 191,665,139.92 in Q1 2022[19] - The net profit for the first quarter of 2023 was CNY 35,729,543.85, an increase of 29.8% compared to CNY 27,503,441.50 in the same period last year[21] - The total profit amounted to CNY 39,225,818.07, up from CNY 30,062,640.92, reflecting a growth of 30.6% year-over-year[21] - Operating income reached CNY 40,690,229.70, compared to CNY 29,611,381.72 in the previous year, marking a 37.4% increase[21] - The total comprehensive income for the first quarter was CNY 36,295,974.14, compared to CNY 26,559,482.71, reflecting a growth of 36.5% year-over-year[21] Cash Flow and Assets - The net cash flow from operating activities increased by 373.22% to ¥191,397,788.37, compared to ¥40,445,919.43 in the previous year[5] - The company experienced a 62.20% increase in cash inflow from operating activities, amounting to ¥724,482,597.13, driven by increased sales collections[11] - The company's cash and cash equivalents at the end of the first quarter are 669,402,576.04 RMB, an increase from 556,640,044.45 RMB at the beginning of the year[17] - The total current assets amount to 2,889,463,418.63 RMB, compared to 2,589,760,435.42 RMB at the beginning of the year, showing a growth of approximately 11.6%[17] - Cash flow from operating activities generated a net amount of CNY 191,397,788.37, significantly higher than CNY 40,445,919.43 in the prior year, indicating a growth of 372.5%[23] - Cash and cash equivalents at the end of the period totaled CNY 130,920,427.20, down from CNY 243,258,614.58 at the end of the previous year, a decrease of 46.1%[24] Liabilities and Equity - The company’s total liabilities increased, with accounts payable rising by 16.91% to ¥534,680,420.74 from ¥457,352,000.57[10] - The total liabilities rose to CNY 1,908,056,653.48, up from CNY 1,710,346,705.15, indicating an increase of 11.55% year-over-year[19] - The total equity attributable to shareholders of the parent company was CNY 2,789,098,769.60, compared to CNY 2,750,393,270.02 in the previous year, an increase of 1.40%[19] Research and Development - Research and development expenses decreased by 24.36% to ¥10,383,111.47 compared to ¥13,726,838.83 in the previous year[11] - Research and development expenses for Q1 2023 were CNY 10,383,111.47, down from CNY 13,726,838.83 in Q1 2022, a decrease of 24.00%[20] Shareholder Information - Total number of common shareholders at the end of the reporting period is 35,458[13] - The largest shareholder, Ningbo Yuren Smart Technology (Group) Co., Ltd., holds 17.39% of shares, totaling 135,754,541 shares, with 98,000,000 shares pledged[13] - The second largest shareholder, Yuren Enterprise Limited, holds 15.81% of shares, totaling 123,377,907 shares, with 60,000,000 shares pledged[13] - The company has a total of 8,775,042 shares under lock-up for the major shareholder Sun Pingfan, which are subject to legal release regulations[15] Market Strategy - The company plans to expand its market presence and invest in new technologies, although specific details were not disclosed in the report[5] - The company is exploring market expansion strategies, although specific details were not disclosed in the report[16]

证券代码：300307 证券简称：慈星股份 公告编号：2023-019 宁波慈星股份有限公司 关于举行 2022 年度网上业绩说明会的公告 为充分尊重投资者、提升交流的针对性，现就本次年度业绩说明会提 前 向 投 资 者 公 开征 集 问 题 。投 资 者 可 提前 登 录 " 互动 易 " 平 台 （http://irm.cninfo.com.cn）"云访谈"栏目，进入公司本次业绩说 明会页面进行提问。公司将在 2022 年度业绩说明会上就投资者普遍关 注的问题进行回答。 敬请广大投资者积极参与。 特此公告。 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。 宁波慈星股份有限公司 董事会 宁波慈星股份有限公司 （以下简称"公司"）已于 2023 年 4 月 12 日披 露了《2022年年度报告全文》及其摘要。为加强与广大投资者沟通交流，使投 资者能够进一步了解公司经营情况，公司定于 2023 年 5 月 8 日（星期一）下 午15:00—17:00举行2022年度网上业绩说明会。具体安排如下： 2023 年 4 月 18 日 本次网上业绩说明会将采用网络远程的 ...

Financial Performance - The company's operating revenue for 2022 was ¥1,900,848,528.55, a decrease of 10.81% compared to ¥2,131,152,264.89 in 2021[24] - Net profit attributable to shareholders for 2022 was ¥91,264,600.00, representing a 3.51% increase from ¥88,171,578.23 in the previous year[24] - Basic earnings per share for 2022 were ¥0.12, up 9.09% from ¥0.11 in 2021[24] - The total non-recurring gains and losses amounted to approximately CNY 49.41 million in 2022, slightly down from CNY 49.43 million in 2021[31] - The revenue from the knitting machine business was CNY 1,468,414,478.26, accounting for 77.25% of total revenue, down 5.48% from the previous year[54] - Domestic revenue was CNY 1,641,215,980.93, representing 86.34% of total revenue, a decline of 15.50% year-on-year[54] - The company reported a significant increase in research and development expenses, totaling ¥86.57 million, which is a 13.23% increase year-on-year[65] - The company reported a net profit of 91,264,600.00 CNY attributable to shareholders, while the parent company achieved a net profit of 113,929,177.45 CNY[133] Cash Flow and Assets - The net cash flow from operating activities improved significantly, reaching -¥7,585,184.04, a 94.72% increase compared to -¥143,613,969.16 in 2021[24] - Total assets at the end of 2022 amounted to ¥4,420,949,370.99, reflecting a 9.04% increase from ¥4,054,517,310.64 at the end of 2021[24] - The company's net assets attributable to shareholders increased by 3.88% to ¥2,750,393,270.02 from ¥2,647,559,973.37 in 2021[24] - Operating cash inflow for 2022 was ¥2,035,044,673.09, a year-on-year increase of 6.73%[69] - The company's inventory at the end of 2022 was ¥913,014,394.10, which is 20.65% of total assets, up from 19.33% in the previous year[72] - The long-term equity investment increased significantly to ¥344,205,611.05, representing 7.79% of total assets, compared to 3.91% in 2021[72] Market Position and Strategy - In 2022, the company sold over 21,000 computer knitting machines, maintaining sales levels compared to the previous year, while the overall industry sales dropped by 27%[36] - The company achieved a steady increase in market share, leveraging its technological advantages and product quality in a challenging market environment[36] - The company operates a dual sales model combining direct sales and sales consultant assistance, ensuring effective market penetration and customer service[40] - The company aims to enhance its research on intelligent knitting equipment and will continue to develop strategic new products and technologies to support industry upgrades[87] - The company is focusing on expanding its market presence and enhancing its product offerings in the knitting machinery industry[106] Research and Development - The company holds a total of 138 invention patents, 320 utility model patents, and 25 design patents, showcasing its strong R&D capabilities[43] - The total R&D investment for 2022 was ¥86,568,813.79, representing 4.55% of operating revenue, an increase from 3.59% in 2021[67] - The number of R&D personnel increased to 267, a rise of 3.09% from 259 in 2021, with R&D personnel accounting for 15.52% of the total workforce[67] - The company is currently developing new knitting machines to meet customer demands for 14 and 16 needle fabrics, aiming to enhance product competitiveness[66] Governance and Management - The company held three shareholder meetings in 2022, with participation rates of 5.72%, 5.51%, and 5.49% respectively[101] - The company underwent a board restructuring on November 14, 2022, with multiple new appointments including Hu Yueyong as a director and Lin Xueming as an independent director[105] - The company has experienced a turnover in senior management, with the resignation of co-general manager Sun Haohan and co-financial director Xu Zhihan on February 14, 2022[105] - The company has a strong leadership team with over 30 years of industry experience, including Chairman and General Manager Sun Pingfan[106] - The company has a complete and independent financial management system, including independent accounting and tax obligations[100] Risks and Challenges - The company highlighted risks in future development in the management discussion section of the report[3] - The company faces market risks due to reduced downstream demand and intense competition, prompting efforts to improve product quality and market competitiveness[91] - The company has significant accounts receivable risks due to reliance on forward letters of credit and credit sales, which may lead to potential bad debt losses[91] - The company is exposed to exchange rate risks as many overseas contracts are settled in USD without hedging measures in place[92] Corporate Social Responsibility - The company donated RMB 360,000 to the Cixi Charity Association as part of its social responsibility initiatives[147] Shareholder Information - The largest shareholder, Ningbo Yuren Intelligent Technology (Group) Co., Ltd., holds 17.39% of the shares, totaling 135,754,541 shares[184] - The second largest shareholder, Yuren Enterprise Co., Ltd., holds 15.81% of the shares, totaling 123,377,907 shares[184] - The company has a total of 35,404 shareholders as of the end of the reporting period[186] - The controlling shareholder is a natural person, Sun Pingfan, who is also the chairman of the company[188] Internal Controls - The company has established effective internal control systems that comply with regulatory requirements, ensuring the accuracy of financial reporting and risk management[138] - The internal control self-assessment report was disclosed on April 12, 2023, confirming the effectiveness of the internal control measures[140] - The audit committee strictly followed the Company Law and Securities Law in its operations, ensuring compliance with legal regulations[120]