宏信证券有限责任公司 关于万向新元科技股份有限公司 | 事项 | 存在的问题 | 采取的措施 | | --- | --- | --- | | 1．信息披露 | 无 | 无 | | 2．公司内部制度的建立和执行 | 无 | 无 | | 3．"三会"运作 | 无 | 无 | | 4．控股股东及实际控制人变动 | 无 | 无 | | 5．募集资金存放及使用 | 无 | 无 | 2 | 6．关联交易 | 无 | 无 | | --- | --- | --- | | 7．对外担保 | 无 | 无 | | 8．收购、出售资产 | 无 | 无 | | 9．其他业务类别重要事项（包括对外投资、风险投资、委 托理财、财务资助、套期保值等） | 无 | 无 | 2023年半年度持续督导跟踪报告 | 保荐机构名称：宏信证券有限公司 | 被保荐公司简称：新元科技 | | --- | --- | | 保荐代表人姓名：逄伟 | 联系电话：15801828818 | | 保荐代表人姓名：杨锋 | 联系电话：13705315191 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1．公司信息披露审阅情况 | ...

Financial Performance - The company's operating revenue for the first half of 2023 was approximately ¥122.32 million, a decrease of 66.99% compared to ¥370.50 million in the same period last year[21]. - The net profit attributable to shareholders was a loss of approximately ¥66.80 million, representing a decline of 264.99% from a profit of ¥40.49 million in the previous year[21]. - The net cash flow from operating activities was a negative ¥103.90 million, worsening by 21.31% compared to a negative ¥85.65 million in the same period last year[21]. - Basic and diluted earnings per share were both negative ¥0.26, a decrease of 273.33% from ¥0.15 in the previous year[21]. - The total profit for the first half of 2023 was a loss of ¥84,306,270.34, compared to a profit of ¥35,290,392.21 in the same period of 2022[165]. - The company reported a net loss of CNY 66,804,152.89 for the first half of 2023, compared to a net loss of CNY 141,000,000 in the same period last year[164]. - The total comprehensive income for the first half of 2023 was a loss of ¥75,643,829.58, compared to a profit of ¥36,092,287.99 in the same period of 2022[166]. Assets and Liabilities - The total assets at the end of the reporting period were approximately ¥1.69 billion, down 2.98% from ¥1.75 billion at the end of the previous year[21]. - The net assets attributable to shareholders decreased by 7.81% to approximately ¥749.59 million from ¥813.09 million at the end of the previous year[21]. - Cash and cash equivalents decreased from 55,140,475.0 to 14,896,083.1, a reduction of 2.28% in total asset proportion[68]. - Accounts receivable decreased from 613,434,259.0 to 546,264,514.0, representing a decline of 2.89% in total asset proportion[68]. - Inventory increased from 160,127,424.0 to 190,681,973.0, an increase of 2.08% in total asset proportion[68]. - The company's total liabilities reached CNY 970,597,075.07, compared to CNY 950,371,203.59 at the start of the year, indicating a growth of 2.6%[158]. Research and Development - The company focuses on the intelligent equipment manufacturing industry, emphasizing R&D and providing complete solutions[29]. - The company is increasing R&D investment to enhance capabilities in AI, 5G, and industrial internet applications[33]. - Research and development expenses amounted to ¥23,137,028.29, down from ¥26,007,841.65 in the previous year, reflecting a decrease of 10.7%[165]. - The company aims to enhance its technological capabilities through R&D investments, aiming for a 10% increase in R&D spending in the next fiscal year[181]. Market Strategy and Growth - The company plans to focus on expanding its market presence and investing in new technologies to drive future growth[164]. - The company is positioned to benefit from the ongoing transformation and upgrading of the manufacturing industry in China[29]. - The company aims to achieve a revenue growth target of 10% for the full year 2023[177]. - The company has initiated a strategic review for potential mergers and acquisitions to enhance its market competitiveness[177]. Risks and Challenges - The company is facing risks from rapid industry changes and market competition, particularly from international high-end equipment manufacturers entering the domestic market[90]. - The company acknowledges risks related to the inability of fundraising investment projects to achieve expected benefits due to market uncertainties[90]. - The company has a high accounts receivable balance, which poses a risk of cash flow shortages and bad debt losses if not managed properly[91]. Shareholder and Governance - The company plans not to distribute cash dividends or issue bonus shares[5]. - The actual controller and shareholders of the company have not fulfilled their performance commitments, with a total compensation amount of CNY 34 million pending due to unfulfilled profit commitments[107]. - The company has implemented a stock incentive plan approved by the board and shareholders, aimed at aligning employee interests with company performance[139]. Legal and Compliance - The company is involved in significant litigation, with a total amount of CNY 4,853.76 million related to a dispute with a high-tech asset operation company[113]. - The company is also facing a lawsuit regarding performance compensation amounting to CNY 3,400 million, which is still under trial[114]. - The semi-annual financial report for 2023 has not been audited[111].

证券代码：300472 证券简称：新元科技 公告编号：临-2023-050 万向新元科技股份有限公司 关于为子公司向银行申请综合授信提供担保的公告 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。 一、担保情况概述 万向新元科技股份有限公司（以下简称"公司"）于 2023 年 8 月 15 日召开 的第四届董事会第二十三次会议，以 7 票同意、0 票反对、0 票弃权的表决结果 审议并通过《关于子公司北京万向新元科技有限公司向中国邮政储蓄银行股份有 限公司北京望京支行申请综合授信的议案》。 根据子公司生产经营发展需要，公司子公司北京万向新元科技有限公司拟向 中国邮政储蓄银行股份有限公司北京望京支行申请不超过人民币 500 万元的授 信额度，北京首创融资担保有限公司为上述授信提供担保，公司为北京首创融资 担保有限公司提供第三方信用反担保。授信额度只用于支付采购款、员工工资、 工程款（含加工费、安装费、运营维护费）等，授信额度不等于公司实际融资金 额，具体融资金额将在授信额度内视公司实际经营需求确定。 二、被担保方基本情况 1、被担保人名称：北京万向新元科技有限公司 ...

证券代码：300472 证券简称：新元科技 公告编号：临-2023-048 万向新元科技股份有限公司 议案二：《2023 年半年度募集资金存放与使用情况的专项报告》 经审核，监事会认为公司严格按照《公司法》《证券法》《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》以及中国证监会相关法律法规的规定和要求使用募集资金， 并及时、真实、准确、完整履行相关信息披露工作，不存在违规使用募集资金的 情形。公司将于 2023 年 8 月 16 日在中国证监会创业板指定信息披露网站披露 《2023 年半年度募集资金存放与使用情况的专项报告》。 表决结果：3 票同意，0 票反对，0 票弃权，赞成票占监事会有效表决权的 100%。 特此公告。 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。 万向新元科技股份有限公司（以下简称"公司"）第四届监事会第十一次会 议（以下简称"本次会议"）于2023年8月15日在公司以现场举手表决方式召开， 本次会议由监事会主席双国庆先生主持，应出席会议的监事3人，实际出席会议 的监事3 ...

万向新元科技股份有限公司独立董事 关于第四届董事会第二十三次会议相关事项的独立意见 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》《上市公司独立董事规则》及 《万向新元科技股份有限公司章程》《万向新元科技股份有限公司独立董事工作 制度》等法律法规和规章制度的有关规定，作为万向新元科技股份有限公司(以 下简称"公司")第四届董事会独立董事，本着对全体股东和公司负责的原则， 基于实事求是、独立判断的立场，认真阅读了相关资料，现对公司第四届董事会 第二十三次会议审议的相关事项发表如下独立意见： 二、关于公司 2023 年半年度对外担保情况的独立意见 根据《关于规范上市公司对外担保行为的通知》、《上市公司章程指引》及 《深圳证券交易所创业板股票上市规则》等相关规定，对公司 2023 年半年度对 外担保事项进行了认真的调查和核查，并发表独立意见如下： 截止 2023 年 6 月 30 日，公司没有为控股股东及其他关联方提供担保。截止 报告期末共累计为全资、控股子公司和子公司对其子公司、子公司对母公司提供 的担保总额为不超过人民币 44660.2 万元 ...

| | | 占用方与上 | 上市公司核 | 2023 | 年期 | 2023 | 年半年度占 | 2023 | 年半年度 | 2023 | 年半年 | 2023 年半 | 占用形 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用 | 资金占用方名称 | 市公司的关 | 算的会计科 | 初占用资 | | | 用累计发生金额 | | 占用资金的利 | | 度偿还累计 | 年末占用 | 成原因 | 占用性质 | | | | 联关系 | 目 | | 金余额 | | （不含利息） | | 息（如有） | | 发生金额 | 资金余额 | | | | 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 | | | | | | | | | | | | | ...

证券代码：300472 证券简称：新元科技 公告编号：临-2023-047 万向新元科技股份有限公司 第四届董事会第二十三次会议决议公告 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。 万向新元科技股份有限公司（以下简称"公司"）第四届董事会第二十三次 会议（以下简称"本次会议"）于 2023 年 8 月 15 日以通讯表决方式召开，本次 会议由董事长朱业胜先生主持，应出席公司会议的董事 7 人，实际出席公司会议 的董事 7 人。本次会议通知于 2023 年 8 月 5 日以通讯方式送达。会议召开符合 《中华人民共和国公司法》、《公司章程》的规定，会议合法有效。 经与会董事认真审议，本次会议审议通过了以下决议： 议案一：《2023 年半年度报告》及《2023 年半年度报告摘要》 公司《2023 年半年度报告》及《2023 年半年度报告摘要》符合法律、行政 法规和中国证监会的规定，报告内容真实、准确、完整地反映了公司经营的实际 情况，不存在任何虚假记载、误导性陈述或者重大遗漏。公司将于 2023 年 8 月 16 日在中国证监会创业板指定信息披露网站披露公司《2 ...

证券代码：300472 证券简称：新元科技 公告编号：临-2023-049 万向新元科技股份有限公司 关于 2023 年半年度募集资金存放与使用情况的专项报告 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。 根据中国证券监督管理委员会《上市公司监管指引第 2 号——上市公司募集 资金管理和使用的监管要求（2022 年修订）》、《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》有关规定，万向新元科技股份 有限公司（以下简称"公司"）董事会现将公司 2023 年半年度募集资金存放与 使用情况专项报告如下： 一、募集资金基本情况 2、报告期内募集资金使用金额及期末余额 截至 2023 年 6 月 30 日，公司已对募集资金项目累计投入 413,495,805.01 元，其中：用于支付定增项目建设款 330,399,042.56 元，用于置换募投项目前 期已投入资金 24,032,400.00 元，用于补充流动资金 99,936,369.44 元 。募集 资金专户累计收到银行存款利息扣除手续费净额为 445,887.43 元，截止报告期 末， ...

Financial Performance - The company's operating revenue for the first half of 2022 was ¥370,501,063.57, representing a 9.08% increase compared to ¥339,661,298.78 in the same period last year[21]. - The net profit attributable to shareholders was ¥40,489,585.38, up 13.29% from ¥35,739,058.52 in the previous year[21]. - The net profit after deducting non-recurring gains and losses was ¥32,511,844.27, reflecting a 25.15% increase from ¥25,977,344.29 in the same period last year[21]. - The company's total assets increased by 8.34% to ¥1,811,238,420.17 from ¥1,671,861,889.19 at the end of the previous year[21]. - The net assets attributable to shareholders rose by 5.08% to ¥928,197,571.66 from ¥883,362,199.59 at the end of the previous year[21]. - The basic earnings per share increased to ¥0.15, a 7.14% rise from ¥0.14 in the same period last year[21]. - The weighted average return on equity improved to 4.48%, up from 3.49% in the previous year[21]. - The company achieved a revenue of ¥370,501,063.57 for the reporting period, representing a year-on-year increase of 9.08%[61]. - The company's operating costs decreased by 7.39% to ¥228,439,715.57 compared to the previous year[61]. - The company reported a significant increase in management expenses by 58.03%, amounting to ¥41,798,306.98, due to the establishment of new subsidiaries and increased rental costs[61]. Cash Flow and Investments - The net cash flow from operating activities improved by 33.73%, reaching -¥85,650,403.23 compared to -¥129,244,549.52 in the same period last year[21]. - The company’s cash flow from operating activities improved, with a net cash flow of -¥85,650,403.23, a 33.73% reduction in losses compared to the previous year[61]. - The company’s investment cash flow showed a significant improvement, with a net cash flow of -¥33,001,665.60, a 73.77% decrease in losses compared to the previous year[61]. - The company reported a total investment commitment of RMB 60 million, with cumulative investments reaching RMB 45.453 million, representing 75.76% of the total commitment[76]. - The company utilized RMB 4 million of idle raised funds to temporarily supplement working capital, with a repayment period not exceeding 12 months[77]. - The company raised CNY 72,560,144.18 through borrowings, down from CNY 98,486,846.00 in the previous year, reflecting a decrease of approximately 26.3%[170]. - The company’s total cash inflow from financing activities was CNY 150,574,309.18, significantly lower than CNY 562,001,052.54 in the first half of 2021, indicating a decline of about 73.3%[170]. Research and Development - The company has expanded its business into the digital storage field to enhance its core competitiveness in the digital economy[29]. - The company has developed intelligent cracking equipment for the recycling of waste tires, which is gradually being promoted in the market[29]. - The company’s R&D team has developed a silicon material recycling technology that purifies silicon waste into photovoltaic-grade polysilicon, ready for industrialization[30]. - The company adopts a project-based order-driven R&D model, focusing on market demand and technological advancements to enhance product offerings[41]. - The company has a strong focus on talent development and R&D team building, continuously attracting high-end talent to enhance its core technological competitiveness[51]. - The company’s R&D expenses increased to CNY 26,007,841.65, up from CNY 19,724,225.16, indicating a focus on innovation[162]. - The company is actively investing in new product development and technology, which is anticipated to drive future revenue streams[182]. Product and Market Development - The company has developed advanced technologies in digital intelligent equipment, particularly in multi-signal transmission and machine vision[53]. - The company’s main products include intelligent conveying and batching equipment, green environmental protection equipment, and intelligent digital control and storage equipment[31]. - The company focuses on smart digital display control systems and storage equipment, which integrate display splicing technology and multi-touch technology for intelligent access and management in various scenarios[36]. - The company has initiated a strategic acquisition of a tech startup valued at 60 million to enhance its product offerings[179]. - The company plans to expand its market presence by entering three new regions by the end of 2023[179]. - A new product line is set to launch in Q3 2022, anticipated to contribute an additional 50 million in revenue[179]. Risk Management - The management has highlighted potential risks and corresponding measures in the report, emphasizing the importance of risk awareness for investors[4]. - The company is facing risks from rapid industry changes and market competition, necessitating continuous product development and innovation to maintain competitiveness[86]. - There is a risk associated with high accounts receivable, which could lead to cash flow shortages if not managed properly[90]. - The company is actively monitoring the impact of the COVID-19 pandemic on its operations and cash flow[91]. Shareholder and Equity Information - The company has not distributed cash dividends or bonus shares for the half-year period, focusing on reinvestment[97]. - The company has initiated a stock buyback of 50,000 restricted shares at a price of 6.29 per share, totaling 314,500, funded by its own resources[98]. - The total number of ordinary shareholders at the end of the reporting period was 27,083[140]. - The largest shareholder, Jiangxi Guolian Dacheng Industrial Co., Ltd., held 23,008,820 shares, representing 8.63% of total shares[142]. - The total number of shares pledged by major shareholders reached 18,000,000[140]. - The company reported a total of 28,790,688 shares under the stock incentive plan, with 2,560,250 shares released from restrictions[139]. Compliance and Regulatory Matters - The semi-annual financial report has not been audited, indicating that the financial data may be subject to further verification[110]. - The company has not reported any significant environmental penalties during the reporting period, indicating compliance with environmental regulations[102]. - There were no penalties or corrective actions reported during the reporting period, indicating compliance with regulatory requirements[115]. - The company has confirmed that all financial reports accurately reflect its financial position, operating results, and cash flows[192]. Subsidiaries and Ownership - The company has a total of 14 subsidiaries, with 100% ownership in 9 of them, indicating strong control over its operations[187]. - The company has a 60% ownership stake in Beijing Tianzhongfang Environmental Technology Co., Ltd., indicating a strategic investment in environmental technology[187]. - The company has a 70% ownership in Shanghai Xuehe Information Technology Co., Ltd., reflecting its commitment to technology development[187]. - The company has established a digital technology research institute with a 70% ownership stake, focusing on innovation in digital solutions[187].

Financial Performance - The company achieved total operating revenue of 567.36 million yuan in 2022, a year-on-year decrease of 17.10%[3] - The net profit attributable to shareholders was -75.77 million yuan, primarily due to extended delivery cycles and delayed project progress caused by external factors[3] - The company's operating revenue for 2022 was ¥567,358,530.89, a decrease of 17.10% compared to ¥684,405,860.94 in 2021[30] - The net profit attributable to shareholders for 2022 was -¥75,771,263.74, showing an improvement of 72.54% from -¥275,913,199.10 in the previous year[30] - The basic earnings per share for 2022 was -¥0.28, a 74.55% improvement from -¥1.1 in 2021[30] - The total assets at the end of 2022 were ¥1,746,403,473.93, an increase of 4.46% from ¥1,671,861,889.19 at the end of 2021[30] - The net cash flow from operating activities for 2022 was -¥31,598,100.70, a significant decline compared to -¥3,201,829.22 in 2021[30] - The company's net assets attributable to shareholders decreased by 7.95% to ¥813,091,597.80 at the end of 2022 from ¥883,362,199.59 at the end of 2021[30] - The company reported a cash flow from operating activities net amount of -¥13,927,437.41 in Q4 2022, compared to -¥71,722,965.82 in Q3 2022[33] - The company recorded a non-operating income of ¥2,997,581.44 in 2022 from government subsidies, down from ¥7,692,021.49 in 2021[36] - The weighted average return on net assets for 2022 was -8.97%, an improvement from -30.52% in 2021[30] - The company's revenue after deducting other business income was ¥563,561,955.92 in 2022, compared to ¥682,319,318.16 in 2021[30] Research and Development - The company maintains its core competitiveness in intelligent equipment manufacturing, with a focus on R&D and multiple patents in its portfolio[4] - The company has increased its R&D investment to enhance product upgrades and new product development, aiming to improve market competitiveness[8] - The company has increased R&D investment to enhance capabilities in artificial intelligence, 5G, big data, and industrial internet applications[45] - The company is focused on the intelligent equipment manufacturing industry, emphasizing R&D, manufacturing, and sales of smart equipment[40] - The company has established partnerships with several prestigious institutions, including Tsinghua University and the Chinese Academy of Sciences, to strengthen its R&D efforts[70] - The company is developing a silicon waste recycling technology aimed at producing high-purity polysilicon raw materials, which is expected to enhance market competitiveness[92] - R&D investment amounted to ¥58,248,879.07 in 2022, representing 10.27% of operating revenue, a slight increase from 10.16% in 2021[95] - The number of R&D personnel decreased by 16.28% from 215 in 2021 to 180 in 2022, with a corresponding reduction in the proportion of R&D personnel from 30.94% to 27.95%[95] Market and Sales Strategy - The company is positioned in a favorable market due to national policies promoting smart manufacturing and green development, enhancing its growth prospects[63] - The company aims to strengthen its market competitiveness in the private 5G network sector, which is projected to see significant value growth in the coming years[94] - The company's sales strategy includes project-based management, assigning project leaders to ensure tailored technical consulting for clients[60] - The company aims to improve operational efficiency by implementing new digital solutions, projected to reduce costs by 10%[143] - The company plans to enhance market share by focusing on high-quality development and leveraging opportunities in the green circular economy and "dual carbon" initiatives[119] Corporate Governance and Compliance - The company strictly adheres to relevant laws and regulations, ensuring compliance in corporate governance and internal control systems[126] - The company actively manages investor relations, enhancing transparency and communication with investors[129] - The company has established a robust strategy for market expansion and product development in the rubber industry[139] - The company has a structured approach to internal audits, with regular reviews of financial reports and compliance[152] - The company has implemented a cash dividend policy to ensure shareholder returns and has not engaged in any fund occupation by major shareholders or related parties during the reporting period[171] Environmental and Social Responsibility - The company is committed to enhancing its environmental compliance awareness and improving operational processes to prevent pollution[169] - The company has not faced any significant environmental penalties during the reporting period, indicating compliance with environmental regulations[169] - The company actively fulfills its corporate social responsibilities while creating value for shareholders, focusing on employee rights and welfare[170] Challenges and Risks - The company faces challenges in cash collection and accounts receivable management, leading to increased bad debt provisions[3] - The company acknowledges potential risks related to fixed asset depreciation and intangible asset amortization impacting profit growth[122] - The company faces risks from rapid industry changes and market competition, necessitating continuous product R&D and innovation[121] - The company has a high balance of accounts receivable, which poses a risk of cash flow shortages if not managed properly[122] Future Outlook - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches[143] - The company plans to explore potential mergers and acquisitions to enhance its competitive position in the market[143] - A new product line is expected to be launched in Q3 2023, anticipated to contribute an additional 5 million yuan in revenue[143] Employee and Management - The total number of employees at the end of the reporting period is 644, with 65 in the parent company and 579 in major subsidiaries[155] - The company emphasizes training and development, planning to enhance management and technical personnel's capabilities in 2023[156] - The company has a diverse management team with members holding advanced degrees and significant industry experience[140]