乐歌人体工学科技股份有限公司 审计报告及财务报表 2022 年度 乐歌人体工学科技股份有限公司 审计报告及财务报表 （2022 年 01 月 01 日至 2022 年 12 月 31 日止） | | 目录 | 页次 | | --- | --- | --- | | 一、 | 审计报告 | 1-4 | | 二、 | 财务报表 | | | | 合并资产负债表和母公司资产负债表 | 1-4 | | | 合并利润表和母公司利润表 | 5-6 | | | 合并现金流量表和母公司现金流量表 | 7-8 | | | 合并所有者权益变动表和母公司所有者权益变动表 | 9-12 | | | 财务报表附注 | 1-123 | 6-1-1 6-1-2 审 计 报 告 信会师报字[2023]第 ZF10543 号 乐歌人体工学科技股份有限公司全体股东： 一、 审计意见 我们审计了乐歌人体工学科技股份有限公司（以下简称乐歌股份） 财务报表，包括 2022 年 12 月 31 日的合并及母公司资产负债表，2022 年度的合并及母公司利润表、合并及母公司现金流量表、合并及母公 司所有者权益变动表以及相关财务报表附注。 我们认为，后附的财务报 ...

国浩律师（上海）事务所 关 于 乐歌人体工学科技股份有限公司 向特定对象发行股票 之 法律意见书 上海市静安区北京西路 968 号嘉地中心 23-25 层 邮编：200041 23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5234 3320 网址/Website: http://www.grandall.com.cn 二〇二三年八月 | 第一节 | 法律意见书引言 2 | | --- | --- | | 第二节 | 法律意见书正文 7 | | 一、 | 本次发行的批准与授权 7 | | 二、 | 发行人本次发行的主体资格 12 | | 三、 | 发行人本次发行的实质条件 13 | | 四、 | 发行人的设立 15 | | 五、 | 发行人的独立性 15 | | 六、 | 发行人的主要股东和实际控制人 17 | | 七、 | 发行人的股本及演变 18 | | 八、 | 发行人的业务 18 | | 九、 | 关联交易和同业 ...

Financial Performance - The company's revenue for Q1 2023 was CNY 796,407,152.78, representing a year-on-year increase of 4.29%[5] - Net profit attributable to shareholders reached CNY 397,053,546.30, a significant increase of 2,081.97% compared to the same period last year[5] - The net profit after deducting non-recurring gains and losses was CNY 20,636,664.85, showing an increase of 851.99% year-on-year[5] - The net cash flow from operating activities improved to CNY 181,999,313.86, a year-on-year increase of 1,258.45%[5] - Total operating revenue for Q1 2023 was CNY 796,407,152.78, an increase of 4.9% compared to CNY 763,629,721.35 in Q1 2022[32] - Operating profit surged to CNY 547,902,634.96, compared to CNY 17,158,075.83 in the previous year, indicating a significant improvement[33] - Net profit for Q1 2023 reached CNY 397,055,704.24, a substantial increase from CNY 18,199,567.59 in Q1 2022[34] - Basic earnings per share rose to CNY 1.66, compared to CNY 0.08 in the same period last year[35] - The total comprehensive income for Q1 2023 was CNY 394,775,591.81, compared to CNY 9,853,008.51 in the previous year, indicating a remarkable growth[34] Assets and Liabilities - The total assets at the end of the reporting period were CNY 6,593,638,785.90, reflecting a growth of 10.11% from the end of the previous year[5] - The total current assets as of March 31, 2023, amounted to CNY 3,090,862,084.56, a decrease from CNY 3,152,376,189.57 at the beginning of the year, reflecting a decline of approximately 1.96%[27] - The total liabilities increased to CNY 3,905,000,000.00, up from CNY 3,500,000,000.00, indicating a rise of approximately 11.57%[29] - The total non-current assets reached CNY 3,502,776,701.34, an increase from CNY 2,835,891,829.26, reflecting a growth of approximately 23.5%[29] - The total liabilities increased to CNY 3,740,392,619.23 from CNY 3,534,196,457.59, reflecting a growth of 5.8%[34] Cash Flow - Operating cash inflow for the current period was $890,365,994.03, an increase of 11.66% from $797,310,439.88 in the previous period[36] - Net cash flow from operating activities was $181,999,313.86, a significant improvement from a negative $15,710,545.86 in the previous period[37] - Cash inflow from investment activities totaled $343,701,607.29, compared to $11,441,974.60 in the previous period[37] - Cash inflow from financing activities was $577,243,412.83, up from $426,006,417.06 in the previous period[38] - The ending balance of cash and cash equivalents was $1,305,861,843.72, compared to $813,878,675.02 at the end of the previous period[38] Shareholder Information - The company had a total of 12,106 common shareholders at the end of the reporting period[18] - The equity attributable to shareholders increased to CNY 2,853,229,219.25, marking a rise of 16.27% compared to the previous year-end[5] - Total equity attributable to shareholders of the parent company rose to CNY 2,853,229,219.25, up from CNY 2,454,054,801.93, marking an increase of 16.2%[34] Operational Developments - The company sold its overseas warehouse in California, generating an after-tax gain of CNY 36,183.32 million, contributing to its revenue growth[12] - The overseas warehouse business has significantly increased, forming a second growth curve for sales and profits[12] - The company plans to strengthen its smart home business and enhance R&D and smart manufacturing capabilities, focusing on differentiated capabilities in its own brand and channels[13] - The company aims to reduce last-mile delivery costs and expand its presence in emerging and domestic markets[13] - The company is progressing with its public overseas warehouse strategy, focusing on consolidating smaller warehouses into larger ones to optimize costs and efficiency[26] - The company plans to continue expanding its market presence and product offerings, leveraging its recent investments in technology and infrastructure[24] Asset Changes - Accounts receivable decreased by 45.88% to CNY 812.25 million due to the collection of matured notes[16] - Other current assets increased by 117.24% to CNY 260.40 million primarily due to an increase in prepaid taxes from warehouse sales[16] - Fixed assets rose by 38.27% to CNY 1.17 billion, attributed to the acquisition of overseas warehouses and land[16] - Other non-current assets surged by 423.35% to CNY 420.13 million following the sale of overseas warehouses[16] - The inventory decreased to CNY 437,796,962.76 from CNY 489,588,829.56, a decline of about 10.6%[27] Tax and Investment - The total tax expense skyrocketed by 15051.45% to CNY 149.61 million, reflecting a substantial increase in total profit[16] - Investment income plummeted by 167.89% to a loss of CNY 5.66 million due to reduced forward exchange delivery gains[16] - The company reported a 970.63% increase in fair value changes to CNY 11.45 million, driven by favorable forward exchange rate movements[16] - The asset disposal gain reached CNY 504.29 million, a staggering increase of 127962.58% due to the sale of overseas warehouses[16]

证券代码：300729 证券简称：乐歌股份 乐歌人体工学科技股份有限公司 投资者调研接待记录表 | --- | --- | --- | --- | |----------------|--------------|-------------|-------------------| | | | | 编号：2023-003TZZ | | | 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 | | | | 新闻发布会 | □路演活动 | | | 类别 | | | | | | 现场参观 | | | 其他（请文字说明） 参与单位名称及 参加"乐歌股份 2023 跨境电商高峰论坛暨投资者开放日"活动的投资 人员姓名 者合计 100 余人。 时间 2023 年 6 月 19 日（周一）下午 13:00-18:00 地点 宁波开元明都大酒店 董事长：项乐宏 董事会秘书：茅剑辉 联席总经理：李响 上市公司接待人 财务总监：朱伟 员姓名 国际营销事业部负责人：泮云萍 跨境电商负责人：陈旭莲 国内营销事业部负责人：许妙洪 证券事务代表：白咪 调研的主要问题及公司回复概要： 1、公司独立 ...

证券代码：300729 证券简称：乐歌股份 投资者调研接待记录表 编号：2023-002TZZ 投资者关系活动 类别 □特定对象调研 □分析师会议 □媒体采访 业绩说明会 新闻发布会 □路演活动 □现场参观 其他（请文字说明） 参与单位名称及 人员姓名 通过全景网"投资者关系互动平台"（http://ir.p5w.net）参与本次业绩说 明会的广大投资者 时间 2023 年 5 月 12 日 15:00 至 17:00 地点 全景网"投资者关系互动平台"（http://ir.p5w.net） 上市公司接待人 员姓名 董事长：项乐宏先生 董事会秘书：茅剑辉先生 联席总经理：李响先生 财务总监：朱伟先生 独立董事：刘满达先生 保荐代表人：何欢女士 投资者关系活动 主要内容介绍 公司于 2023 年 5 月 12 日下午 15:00-17:00 举行 2022 年度网上 业绩说明会，本次业绩说明会采用网络远程的方式举行，主要内容详见 附件。 附件清单（如 有） 乐歌股份 2022 年度网上业绩说明会问答列表 日期 2023 年 5 月 12 日 附件：乐歌股份 2022 年度网上业绩说明会问答列表 | 提问内容 | ...

Financial Performance - The company's revenue for Q1 2023 was CNY 796,407,152.78, representing a year-over-year increase of 4.29% compared to CNY 763,629,721.35 in the same period last year[5] - Net profit attributable to shareholders reached CNY 390,704,476.72, a significant increase of 2,047.08% from CNY 18,014,978.73 in the previous year[5] - The net profit after deducting non-recurring gains and losses was CNY 19,974,325.30, up 827.85% from a loss of CNY 2,926,314.18 in the same period last year[5] - Basic earnings per share increased to CNY 1.65, up 1,962.50% from CNY 0.08 in the same period last year[5] - Net profit for Q1 2023 reached CNY 390,706,634.66, a significant increase from CNY 18,199,567.59 in the same period last year[32] - The total comprehensive income for Q1 2023 was CNY 388,426,522.23, compared to CNY 9,853,008.51 in Q1 2022[33] Cash Flow - The net cash flow from operating activities was CNY 181,999,313.86, a turnaround from a negative cash flow of CNY 15,710,545.86 in the previous year, marking an increase of 1,258.45%[5] - Total cash inflow from operating activities reached ¥890,365,994.03, up from ¥797,310,439.88 in the previous period, reflecting a growth of approximately 11.6%[35] - Cash outflow from operating activities decreased to ¥708,366,680.17 from ¥813,020,985.74, representing a reduction of about 12.9%[36] - Cash inflow from investment activities was ¥343,701,607.29, a substantial increase from ¥11,441,974.60 in the previous period[36] - The net cash flow from investment activities was ¥709,719.93, a recovery from a negative cash flow of ¥416,760,047.63 previously[36] - Cash inflow from financing activities totaled ¥577,243,412.83, compared to ¥426,006,417.06 in the prior period, marking an increase of approximately 35.5%[37] Assets and Liabilities - Total assets at the end of the reporting period were CNY 6,595,284,639.68, reflecting a growth of 10.14% from CNY 5,988,727,838.46 at the end of the previous year[5] - The company's equity attributable to shareholders increased by 16.01% to CNY 2,846,880,149.67 from CNY 2,452,615,257.92 at the end of the previous year[5] - Total liabilities increased to CNY 3,748,387,542.59 from CNY 3,534,196,457.59, reflecting a growth of 6.1%[30] - Non-current liabilities rose to CNY 2,000,625,987.22 from CNY 1,719,659,333.65, marking an increase of 16.3%[30] - The total current liabilities rose to CNY 1,407,105,000.00, compared to CNY 1,389,000,000.00 at the beginning of the year, indicating a slight increase of approximately 1.2%[28] Operational Efficiency - Accounts receivable decreased by 45.88% to 812,250 from 1,500,810 due to the collection of matured notes[16] - Other current assets increased by 117.24% to 260,399,431.78 from 119,864,918.86 primarily due to prepaid taxes from warehouse sales[16] - Fixed assets rose by 38.27% to 1,174,569,661.61 from 849,465,159.83 mainly due to the purchase of overseas warehouses and land[16] - Other non-current assets surged by 423.35% to 420,128,758.81 from 80,277,325.33 as a result of increased transaction amounts for land purchases after warehouse sales[16] - Deferred income tax liabilities increased by 647.57% to 174,528,470.19 from 23,346,012.44 due to the recognition of deferred tax liabilities related to warehouse sales under the U.S. 1031 exchange[16] Strategic Initiatives - Future strategies include strengthening the smart home business, enhancing R&D and smart manufacturing, and expanding into emerging markets and domestic markets[14] - The company reported a significant increase in overseas warehouse business, contributing to a second growth curve in sales and profits[13] - The company has initiated a strategy for market expansion through the establishment of overseas warehouses and partnerships[25] - The company is progressing with the construction of public overseas warehouses, implementing a strategy of consolidating smaller warehouses into larger ones[25] - The company plans to release a new product line in the upcoming quarters, focusing on ergonomic solutions[23] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 12,106[18] - The company completed the issuance of convertible bonds, with 85 bonds converted into shares during the reporting period, totaling 182 shares[24]

Financial Performance - The company's operating revenue for 2022 was CNY 3,208,306,091.16, representing an increase of 11.74% compared to 2021[26]. - The net profit attributable to shareholders for 2022 was CNY 218,729,016.16, an increase of 18.44% from the previous year[26]. - The net cash flow from operating activities increased by 26.36% to CNY 335,380,769.21 in 2022[26]. - The total assets at the end of 2022 reached CNY 5,988,727,838.46, a growth of 48.53% compared to the end of 2021[26]. - The company's total equity attributable to shareholders increased by 28.72% to CNY 2,452,598,498.61 at the end of 2022[26]. - The net profit after deducting non-recurring gains and losses for 2022 was CNY 103,948,752.34, a decrease of 4.95% from 2021[26]. - The company achieved a revenue of ¥3,208,306,091.16 in 2022, representing a year-on-year growth of 11.74% despite external challenges such as inflation and currency fluctuations[46]. - The company's cross-border e-commerce sales revenue increased by 9.87% year-on-year, indicating a strong growth trend in this segment[43]. - The company reported a net profit margin of 15.52% for the fiscal year 2022, indicating strong operational efficiency[175]. Product Development and Innovation - The company reported a significant focus on new product development and technological innovation to enhance its market position[21]. - The management team is focused on leveraging technological advancements to improve product offerings and customer satisfaction[21]. - The company plans to expand its product line with innovative products such as a height-adjustable children's learning desk and an electric loft bed, enhancing its market competitiveness[98]. - New product development includes the introduction of three innovative ergonomic products scheduled for release in Q2 2023, expected to enhance market competitiveness[165]. - The company is investing heavily in R&D, with an allocation of 10% of total revenue towards developing new technologies and products[199]. - Research and development efforts have led to the filing of 10 new patents in ergonomic design technology[181]. Market Expansion and Strategy - Future outlook includes strategic plans for market expansion and potential mergers and acquisitions to drive growth[21]. - The company is actively exploring opportunities in international markets to diversify its revenue streams[21]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[165]. - A strategic acquisition of a local competitor is in progress, which is anticipated to increase the company's production capacity by 30%[165]. - The company is exploring potential acquisitions to enhance its product portfolio, with a budget of 100 million allocated for this purpose[181]. - The company is transitioning towards digitalization and smart manufacturing, enhancing its supply chain and operational efficiency through a comprehensive management system[149]. Risk Management - The company emphasizes the importance of risk awareness regarding international political and economic risks, operational performance fluctuations, raw material price volatility, exchange rate fluctuations, and intensified industry competition[4]. - The company has established a comprehensive risk management system for foreign exchange hedging, including specific operational guidelines and internal control measures to mitigate potential risks[119]. - The company faces risks from rising raw material prices, including precision steel pipes, steel plates, aluminum ingots, and ABS plastic, which may impact product gross margins[154]. - The company is exposed to foreign exchange risks due to a high proportion of export revenue, primarily settled in USD, which can affect competitiveness and result in exchange gains or losses[155]. Corporate Governance - The board of directors has confirmed the accuracy and completeness of the financial report, ensuring accountability for any misrepresentation[4]. - The company maintains a strong governance structure, ensuring compliance with all relevant regulations and protecting shareholder interests[163]. - Independent directors have actively participated in decision-making, with no objections raised during the year, reflecting a unified approach to corporate governance[164]. - The board emphasized the importance of timely and effective decision-making to protect the interests of the company and its shareholders[195]. Shareholder Value and Profit Distribution - The profit distribution plan proposes a cash dividend of 3.5 RMB per 10 shares (including tax) based on a total of 239,161,729 shares, with no bonus shares issued[5]. - The company is committed to enhancing shareholder value through effective profit distribution strategies[5]. - The company has implemented equity incentive plans for core employees in 2018, 2020, and 2021 to attract and retain talent[80]. Operational Efficiency - The financial report highlights key performance indicators that reflect the company's operational efficiency and market competitiveness[21]. - The company has optimized its overseas warehouse layout, particularly in North America, to improve operational cost control while expanding its scale[55]. - The company has implemented a comprehensive procurement system, ensuring quality control and cost management across its supply chain[59]. - The company has established long-term partnerships with strategic suppliers to ensure stable raw material supply and pricing[154]. Future Outlook - The company provided a positive outlook for 2023, projecting a revenue growth of 15% to 18% based on market expansion strategies and new product launches[165]. - The company plans to enhance its marketing research efforts in 2024 to support future growth[131]. - The company aims to form a synergistic effect between domestic and overseas manufacturing to mitigate risks from global economic changes[137].

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。 证券代码：300729 证券简称：乐歌股份 公告编号： 2023-035 债券代码：123072 债券简称：乐歌转债 乐歌人体工学科技股份有限公司 关于举行 2022 年度网上业绩说明会的公告 乐歌人体工学科技股份有限公司董事会 2023 年 4 月 21 日 为了让广大投资者进一步了解公司的财务状况、生产经营、发展战略等情况，公 司将于2023年5月12日（星期五）15：00—17：00在全景网举办2022年度业绩说明会， 本次年度业绩说明会将采用网络远程的方式举行，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。 出席本次说明会的人员有：公司董事长项乐宏先生、董事会秘书茅剑辉先生、财 务负责人朱伟先生、副总经理李响先生、独立董事刘满达先生、保荐代表人何欢女 士。 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 5 月 11 日 （星期四）15：00 前 ...

Group 1: Company Performance - The company experienced significant growth in Q2 2020, attributed to the digitalization trend in international trade and online retail sales, accelerated by the pandemic [3] - The company holds over 800 patents globally, including 45 invention patents, which contribute to its competitive edge [3] - The main product line, linear drive height-adjustable desks, aligns well with the "stay-at-home economy" demand during the pandemic [3] Group 2: Domestic and International Sales - In 2019, the domestic sales split was approximately 60% online and 40% offline, while international sales were 41% online and 59% offline; online sales for international markets grew by about 68% year-on-year in the first half of 2020 [4] - The company has been engaged in domestic sales since 2004, with a rapid growth rate in linear drive products, supported by China's large population and increasing purchasing power [3][4] Group 3: Strategic Responses to Market Conditions - The company has established a manufacturing base in Vietnam to mitigate the impact of U.S. tariffs, producing 70-80% of its products for the U.S. market there [4][5] - The overseas warehouse strategy is designed to enhance international market expansion, reduce transportation costs, and improve service to customers [5] - The company views the North American market as a key development area, emphasizing its competitive advantages in technology, craftsmanship, and product quality compared to local competitors [5] Group 4: Future Outlook - The company plans to continue increasing R&D investment, anticipating sustained growth in performance, albeit at a potentially slower rate [3] - The domestic market is expected to expand further due to the government's focus on domestic circulation and the dual circulation development pattern [4]