关于完成工商变更登记并换发营业执照的公告 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。 广州迪森热能技术股份有限公司（以下简称"公司"）于 2023 年 6 月 30 日 召开第八届董事会第十二次会议，审议通过了《关于注销回购股份减少注册资本 并相应修订<公司章程>的议案》，同意将存放于回购专用证券账户的全部股份 10,100,000 股予以注销，并将公司注册资本由 487,112,388 元减少至 477,012,388 元及修订《公司章程》中的相关条款。具体内容详见公司在巨潮资讯网 （www.cninfo.com.cn）刊登的《第八届董事会第十二次会议决议公告》（公告编 号：2023-028）、《公司章程》及《公司章程》修订对照表（2023 年 6 月修订）。 关于完成工商变更登记并换发营业执照的公告 证券代码：300335 证券简称：迪森股份 公告编号：2023-036 广州迪森热能技术股份有限公司 2023 年 7 月 21 日经中国证券登记结算有限责任公司深圳分公司确认，公司 回购股份注销办理完成，公司总股本由 487,112,388 股减少至 4 ...

关于公司及子公司 2023 年度担保额度预计的进展公告 证券代码：300335 证券简称：迪森股份 公告编号：2023-035 广州迪森热能技术股份有限公司 关于公司及子公司 2023 年度担保额度预计的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、担保情况概述 广州迪森热能技术股份有限公司（以下简称"公司"）分别于 2023 年 04 月 25 日和 2023 年 05 月 19 日，召开第八届董事会第十次会议、第八届监事会第七 次会议和 2022 年年度股东大会，审议通过了《关于公司及子公司 2023 年度担保 额度预计的议案》，同意公司及子公司为 2023 年度预计申请的融资业务提供担保， 任一时点的担保额度不超过 68,000 万元，其中，为资产负债率小于 70%的公司 及子公司广州迪森家居环境技术有限公司（以下简称"迪森家居"）提供担保额 度不超过人民币 53,000 万元。期限自 2022 年年度股东大会审议通过之日起至 2023 年年度股东大会召开之日止。具体内容详见 2023 年 04 月 27 日于巨潮资讯 网（www.cni ...

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the first half of 2023, representing a year-on-year increase of 15%[16]. - The company's operating revenue for the current reporting period reached ¥577,463,016.77, representing a 23.59% increase compared to ¥466,991,468.23 in the same period last year[22]. - The net profit attributable to shareholders of the listed company surged to ¥39,509,310.98, a remarkable increase of 1,548.45% from ¥4,725,835.64 in the previous year[22]. - The net profit after deducting non-recurring gains and losses was ¥31,904,780.29, compared to a loss of ¥1,794,707.69 in the same period last year, marking an increase of 844.59%[22]. - The basic earnings per share rose to ¥0.0811, up 1,167.19% from ¥0.01 in the previous year[22]. - The company reported a net cash flow from operating activities of -¥28,446,373.55, a significant decrease of 133.17% compared to ¥86,763,708.09 in the previous year[22]. - The company achieved a total revenue of CNY 577.463 million, representing a year-on-year increase of 23.59%[70]. - The net profit attributable to shareholders reached CNY 39.5093 million, up by CNY 15.4845 million compared to the same period last year[70]. Market Expansion and Product Development - User data showed an increase in active users by 20% compared to the previous year, reaching 500,000 active users[16]. - The company plans to launch two new product lines in Q4 2023, focusing on energy-efficient heating solutions and smart home integration[16]. - Future outlook includes a projected revenue growth of 10% to 15% for the full year 2023, driven by market expansion and new product introductions[16]. - The company aims to expand its market share in Southeast Asia, targeting a 5% increase in sales from this region by the end of 2023[16]. - The company’s new energy equipment business saw a remarkable revenue growth of 1,145.01% year-on-year, driven by the expansion into photovoltaic, lithium battery, and hydrogen energy sectors[71]. Research and Development - Investment in R&D increased by 25% year-on-year, totaling RMB 150 million, to support innovation in renewable energy technologies[16]. - The company has applied for 29 new patents, including 7 invention patents, to strengthen its core competitiveness and technological barriers[81]. - The company plans to increase R&D investment to enhance product technology and competitiveness[121]. Environmental Compliance and Sustainability - The company is classified as a key pollutant discharge unit and adheres to various environmental protection laws and standards[134]. - The company achieved a total annual emission of 7.62 tons for particulate matter, 26.67 tons for sulfur dioxide, and 33.5 tons for nitrogen oxides, indicating compliance with environmental regulations[139]. - The company has established a comprehensive environmental monitoring system, including third-party monitoring for emissions and wastewater[145][146]. - The company has implemented emergency response plans for potential environmental incidents, which have been registered with local environmental authorities[148][149]. Strategic Acquisitions and Partnerships - The company is exploring strategic acquisitions to enhance its technology capabilities and market presence, with a budget of RMB 200 million allocated for potential deals[16]. - The company has established partnerships with leading new energy enterprises, leveraging 30 years of experience in energy equipment manufacturing to support future business development[86]. Risk Management - The company has identified potential risks related to supply chain disruptions and regulatory changes, and is implementing measures to mitigate these risks[16]. - The company faces macroeconomic risks due to potential global economic slowdown, which could impact the clean energy sector[121]. - The company faces risks from fluctuations in raw material prices, primarily natural gas, biomass, steel, copper, and aluminum, which are influenced by geopolitical factors and global economic conditions[123]. Corporate Governance and Management Changes - There were significant changes in the company's management, including the election of Chang Yuanzheng as Chairman and General Manager on May 19, 2023[130]. - The company appointed new candidates for the board of directors and supervisory board on April 25, 2023, to enhance management team succession and age structure[182]. Shareholder Information - The company completed the cancellation of 10,100,000 shares repurchased, reducing total share capital from 487,112,388 shares to 477,012,388 shares[185]. - The largest shareholder, Chang Hou Chun, holds 10.45% of the shares, totaling 50,919,599 shares[194]. - The total number of common stock shareholders at the end of the reporting period is 26,926[193]. Customer Engagement and Social Responsibility - The company has established a strong customer base, providing heating solutions to nearly 3 million households and collaborating with nearly 100 real estate and gas companies[86]. - The company is committed to social responsibility, participating in charitable activities and supporting social welfare initiatives[154].

广州迪森热能技术股份有限公司 2023 年半年度 非经营性资金占用及其他关联资金往来情况汇总表 单位：万元 | 非经营性资金占用 | 资金占用方名称 | 占用方与上市公司的关联 | 上市公司核算 | 2023 年期初往 | 2023 年半年度往来 | 2023 年半年度往 | 2023 年半年度 | 2023年半年度 期末往来资金 | 占用形成原因 | 占用性质 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | 累计发生金额（不含 | 来资金的利息 | 偿还累计发生 | | | | | | | 关系 | 的会计科目 | 来资金余额 | 利息） | (如有) | 金额 | 余额 | | | | 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 | | | | | | | | | | ...

经核查，截至 2023 年 06 月 30 日，公司及子公司经审批的对外担保额度合 计 40,000.00 万元（不含子公司对公司的担保），公司及子公司实际发生的对外担 保余额为 7.35 万元（不含子公司对公司的担保），占公司最近一期经审计净资产 的 0.0039%，其中直接或间接为资产负债率超过 70%的控股子公司提供担保的总 额为 7.35 万元，占公司对外担保总额的 100.00%。公司对外担保均系对控股子公 司的担保。除上述担保外，公司不存在为控股股东、实际控制人及其他关联方提 供担保的情况。公司实际发生的对外担保余额未超过股东大会审议批准的担保额 度。 广州迪森热能技术股份有限公司独立董事 公司认真贯彻执行有关规定，未发生公司及下属子公司违规对外担保情况， 公司各项担保均已按照《公司章程》及公司《对外担保管理制度》的规定履行了 关于第八届董事会第十三次会议相关事项的独立意见 根据中国证监会《上市公司独立董事规则》《上市公司治理准则》《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》等法律法规及规范性文件的相关规定，我们作为广 州迪森热 ...

关于实际控制人重新签订一致行动协议书暨控股股东、实际控制人增加的公告 证券代码：300335 证券简称：迪森股份 公告编号：2023-033 广州迪森热能技术股份有限公司 关于实际控制人重新签订一致行动协议书暨 控股股东、实际控制人增加的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、公司原实际控制人常厚春先生、李祖芹先生及马革先生与常远征先生 （CHANG YUANZHENG）于2023年8月18日重新签署了一致行动协议书，自本 协议书生效之日起十年内有效，原一致行动协议书将自动终止； 2、重新签署的一致行动协议书生效后，常厚春先生、李祖芹先生、马革先 生及常远征先生（CHANG YUANZHENG）为公司共同控股股东及实际控制人， 对公司进行共同控制； 3、本次重新签署一致行动协议书是为了进一步推进迪森股份事业传承计划， 有利于进一步巩固和稳定现有的公司控制结构，为公司平稳发展、持续盈利提供 了有力的保障，不会对公司日常经营活动产生不利影响。 广州迪森热能技术股份有限公司（以下简称"公司"）实际控制人常厚春先 生、李祖芹先生及马革先生 ...

证券代码：300335 证券简称：迪森股份 编号：2023-004 投资者关系活动 ■特定对象调研 □分析师会议 类别 □媒体采访 □业绩说明会 □新闻发布会 □路演活动 ■现场参观 □其他 参与单位名称及 人员姓名 招商证券 史晋星、彭子豪、闫哲坤 时间 2023 年 5 月 10 日 (周三) 下午 13:30~15:00 地点 迪森办公楼会议室 上市公司接待人 董事会秘书 余咏芳女士 财务总监 岳艳女士 员姓名 一、公司基本情况 公司将牢牢把握"碳达峰、碳中和"的发展机遇，立足"构 建智慧能源、打造生态经济"的发展使命，以结构调整和转型 升级为主线，以现有技术资源和装备制造能力为依托，推动公 投资者关系活动 司 B 端业务向新能源装备制造、智慧能源管理发展，推动 C 主要内容介绍 端业务围绕"冷、暖、风、水、智"智能联供系统打造绿色低 碳的人居环境，不断夯实"能效专家"的形象定位，致力成为 行业领先的"清洁能源综合服务商"。 在 B 端装备方面，基于公司多年在清洁能源装备制造领 域的沉淀，公司已拥有国家特种设备设计与制造最高资质：A 广州迪森热能技术股份有限公司投资者关系活动记录表 级锅炉制造许可证资质 ...

Group 1: Company Performance - In 2022, the company achieved a revenue of 1,143.05 million CNY, a decrease of 8.49% compared to the previous year [3] - The operating profit reached 134.45 million CNY, an increase of 320.59% year-on-year [3] - The total profit amounted to 145.45 million CNY, up by 383.67% from the previous year [3] - The net profit attributable to shareholders was 70.88 million CNY, reflecting a year-on-year increase of 182.77% [3] Group 2: Market Expansion and Strategy - The company has obtained EU certification for its heat pump products and is actively pursuing overseas market expansion [1] - The strategic focus for 2023 includes leveraging opportunities related to "carbon peak and carbon neutrality" and transitioning towards smart energy management and new energy equipment manufacturing [3] - The company aims to enhance its core competitiveness and sustainable profitability to boost stock performance [3]

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the year 2022, representing a year-on-year increase of 15%[2]. - The net profit attributable to shareholders was RMB 150 million, an increase of 20% compared to the previous year[2]. - The company's operating revenue for 2022 was ¥1,143,053,013.77, a decrease of 8.49% compared to ¥1,249,123,632.70 in 2021[19]. - The net profit attributable to shareholders for 2022 was ¥70,877,549.69, representing a significant increase of 182.77% from a loss of ¥85,628,426.92 in 2021[19]. - The net cash flow from operating activities reached ¥230,902,632.57, an increase of 108.78% compared to ¥110,596,446.05 in 2021[19]. - The total assets at the end of 2022 amounted to ¥3,081,685,685.94, reflecting a growth of 1.93% from ¥3,023,436,586.64 in 2021[19]. - The net assets attributable to shareholders increased by 40.20% to ¥1,903,370,458.31 in 2022 from ¥1,357,597,563.81 in 2021[19]. - The basic earnings per share for 2022 was ¥0.18, a recovery from a loss of ¥0.24 in 2021, marking a 175.00% improvement[19]. - The company reported a quarterly revenue of ¥339,949,875.84 in Q4 2022, showing a consistent upward trend throughout the year[21]. - The total revenue for the reporting period was ¥1,143,053,013.77, representing a decrease of 8.49% compared to ¥1,249,123,632.70 in the previous year[74]. - The E2B segment generated ¥793,175,263.66, accounting for 69.40% of total revenue, with a year-on-year decrease of 8.20%[74]. - The E2C segment reported revenue of ¥334,715,975.20, which is 29.28% of total revenue, reflecting a decline of 9.64% from the previous year[74]. Dividend and Profit Distribution - The company plans to distribute a cash dividend of RMB 1.20 per 10 shares, totaling approximately RMB 57.24 million[5]. - The company reported a cash dividend of RMB 1.20 per 10 shares, totaling RMB 57,241,486.56, which represents 100% of the total profit distribution[175]. - The company did not distribute any cash dividends or bonus shares for the 2021 fiscal year, as approved in the shareholder meeting[174]. Market Expansion and Product Development - The company has set a revenue target of RMB 1.5 billion for 2023, reflecting a growth forecast of 25%[2]. - New product development includes the launch of a high-efficiency condensing boiler, expected to increase market share by 10%[2]. - The company is expanding its market presence in Southeast Asia, with plans to establish two new distribution centers by mid-2023[2]. - The company is exploring potential mergers and acquisitions to enhance its product portfolio and market reach[2]. - The company plans to continue expanding its market presence and investing in new technologies to enhance operational efficiency and product offerings[19]. - The company is developing new products targeting the southern market, including a new series of wall-mounted boilers and gas water heaters[90]. - The company aims to expand its heat pump business in both domestic and international markets, leveraging its competitive supply chain advantages[36]. - The company is focusing on the retail market for wall-hung boilers, aiming to replace gas water heaters and conventional boilers with more energy-efficient options[132]. Research and Development - Investment in R&D increased by 30% in 2022, focusing on renewable energy technologies and smart home solutions[2]. - The company has accumulated nearly 30 years of experience in energy equipment manufacturing, holding top-level qualifications in special equipment design and manufacturing[32]. - The company has established a comprehensive R&D, production, sales, and after-sales service system for gas wall-hung boilers, being the first in the industry to obtain European CE certification[55]. - The company has applied for 91 new patents during the reporting period, including 18 invention patents, enhancing its patent application volume and quality[71]. - The company is increasing R&D investment to drive technological innovation and improve product quality, particularly in clean energy technologies[134]. Environmental Compliance and Sustainability - The company is committed to complying with environmental protection laws and regulations, being classified as a key pollutant discharge unit[189]. - The company has received environmental impact assessment approvals for its subsidiary Chengdu Century New Energy Co., Ltd.[189]. - The company reported a total emission of nitrogen oxides at 5.3451 tons, which is below the annual limit of 18.56 tons[192]. - The company achieved a total emission of particulate matter at 0.5623 tons, also within the annual limit of 1.03 tons[192]. - The company maintained a total sulfur dioxide emission of 0 tons, adhering to the annual limit of 10.29 tons[192]. - The company’s nitrogen oxides emissions from the Chengdu Century New Energy Company were recorded at 1.0031 tons, under the annual limit of 24.97 tons[192]. - The company has successfully adhered to all environmental standards and regulations across its various subsidiaries[192]. Corporate Governance and Management - The company emphasized its commitment to improving corporate governance, establishing a clear governance structure with a board of directors, supervisory board, and management team[141]. - The company maintains a strict separation from its controlling shareholder, ensuring independent operations in assets, personnel, and finance, with no instances of fund occupation or guarantees provided to the controlling shareholder or its subsidiaries[142]. - The company has established a robust internal control system covering governance structure, human resources, internal auditing, and financial management, effectively mitigating related risks[144]. - The company has implemented a performance evaluation and incentive mechanism that aligns the income of management and employees with the company's operational performance[144]. - The company has a complete and independent business system for research, procurement, production, and sales, demonstrating its capability to operate independently in the market[148]. - The company has a dedicated finance department with a standardized financial accounting system, ensuring independent financial decision-making and compliance with tax obligations[147]. - The company has established a competitive salary system based on fair and market-oriented principles, aligning employee salary growth with business development and performance improvement[171]. Strategic Initiatives and Future Outlook - The company aims to leverage the "carbon peak and carbon neutrality" development opportunities, focusing on structural adjustment and transformation upgrades[129]. - The company is committed to becoming a leading "clean energy comprehensive service provider" by enhancing its image as an "energy efficiency expert" and developing smart energy management solutions[129]. - The company is facing increased competition in the comfort home market, necessitating a focus on brand building and technological innovation[123]. - The company plans to terminate the investment in the "20,000 tons/year clean energy boiler expansion project" and the "Comfort Home Industrial Park renovation project," reallocating the remaining funds to permanently supplement working capital[117]. - The company is exploring opportunities for collaboration with educational institutions to foster research and development initiatives[159]. - The company is positioned to capitalize on emerging trends in the energy sector, aiming for sustainable growth and profitability[155].

Financial Performance - The company's operating revenue for Q1 2023 was ¥238,988,458.01, representing a 14.27% increase compared to ¥209,086,477.49 in the same period last year[5] - Net profit attributable to shareholders for Q1 2023 reached ¥13,040,720.22, a significant increase of 937.81% from ¥2,604,887.20 in the previous year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥9,609,077.88, up 407.00% from a loss of ¥1,663,882.57 in the same period last year[5] - The basic and diluted earnings per share for Q1 2023 were both ¥0.03, reflecting a 1,053.85% increase from ¥0.01 in the previous year[5] - Operating profit for Q1 2023 reached CNY 23,822,205.27, significantly higher than CNY 8,011,107.42 in Q1 2022, marking an increase of 196.5%[20] - The total profit for the current period is 23,715,546.93, compared to 9,931,936.69 in the previous period, representing a significant increase[23] - The net profit for the current period is 19,847,862.00, up from 7,652,531.05 in the previous period, indicating a growth of approximately 159%[23] - The net profit attributable to the parent company's owners is 13,040,720.22, compared to 1,256,561.48 in the previous period, showing a substantial increase[23] - The total comprehensive income for the current period is 20,434,076.10, compared to 7,652,531.05 in the previous period, reflecting a strong performance[23] - The basic and diluted earnings per share for the current period are both 0.03, compared to 0.0026 in the previous period, marking a significant improvement[23] Assets and Liabilities - The company's total assets at the end of Q1 2023 were ¥2,987,216,344.47, a decrease of 3.07% from ¥3,057,817,899.84 at the end of the previous year[5] - Total current assets decreased to CNY 1,266,424,759.70 from CNY 1,363,740,207.04, a decline of 7.1%[19] - Total liabilities decreased to CNY 954,250,732.99 from CNY 1,042,346,100.56, a reduction of 8.4%[19] - The company’s total assets decreased to CNY 2,987,216,344.47 from CNY 3,081,685,685.94, a decline of 3.1%[19] Cash Flow - Cash flow from operating activities for Q1 2023 was negative at -¥33,709,620.90, worsening by 112.61% compared to -¥14,900,984.98 in the same period last year[5] - Operating cash flow net amount decreased to -33,709,620.90, a decline of 112.61%, attributed to increased payments of turnover taxes and corporate income tax[12] - The net cash flow from operating activities is -33,709,620.90, worsening from -15,855,416.58 in the previous period[25] - The net cash flow from investing activities improved to -22,306,032.44, a reduction of 88.73%, due to decreased cash payments for fixed asset construction[12] - The net cash flow from investing activities is -22,306,032.44, an improvement from -197,889,527.81 in the previous period[26] - The net cash flow from financing activities was -114,679,826.66, a decrease of 224.15%, primarily due to no new bank borrowings during the reporting period[12] - The net cash flow from financing activities is -114,679,826.66, compared to a positive flow of 92,373,817.64 in the previous period, indicating a shift in financing strategy[26] - The ending cash and cash equivalents balance is 335,814,855.95, compared to 272,532,368.79 in the previous period, showing an increase[26] Expenses and Investments - Management expenses increased by 41.10% to ¥21,217,808.63 from ¥15,036,908.08, primarily due to new equity incentive expenses[10] - The company’s income tax expense increased to 3,867,684.93, up 69.68%, due to higher operating profits compared to the previous year[12] - The company plans to continue investing in R&D, with Q1 2023 R&D expenses at CNY 6,151,237.25, down from CNY 8,510,654.10 in Q1 2022[20] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 25,026[14] - The top shareholder, Chang Hou Chun, holds 10.45% of shares, totaling 50,919,599[14] Other Financial Metrics - The company reported a significant increase in trade receivables, which rose by 52.80% to ¥131,739,202.59 from ¥86,218,755.94 in the previous year[10] - Short-term borrowings decreased by 84.23% to ¥15,000,000.00 from ¥95,103,884.70, indicating a reduction in bank borrowings[10] - Credit impairment losses rose to 4,105,767.81, an increase of 74.20%, mainly due to the recovery of long-aged receivables during the reporting period[12] - The company’s asset impairment loss was recorded at -453,253.67, primarily due to an increase in receivables related to sales orders[12] - Total operating costs for Q1 2023 were CNY 224,433,225.46, up from CNY 207,802,861.23 in the same period last year, reflecting a growth of 8.0%[20] - The company has a total of 21 new energy-saving and environmental protection orders, with a total investment amount of 11,585.92 million yuan[16] Audit Information - The company has not undergone an audit for the first quarter report[27]