| | | 债券代码：123114 债券简称：三角转债 西安三角防务股份有限公司 一、监事会会议召开情况 西安三角防务股份有限公司（以下简称"公司"）于2023年8月 18日向全体监事发出了关于召开第三届监事会第八次会议的通知，会 议于2023年8月24日以现场结合通讯方式召开。本次会议应出席监事3 人，实际出席监事3人。会议由监事会主席李春娟女士主持。本次会 议的召集、召开、表决程序符合《中华人民共和国公司法》等法律法 规、规范性文件和《公司章程》等的有关规定。 二、监事会会议审议情况 1．审议通过《关于2023年半年度报告全文及摘要的议案》 表决结果：同意3票，反对0票，弃权0票。本议案获得通过。 经审议，监事会认为：公司2023年半年度报告全文及摘要的编制和审 核的程序符合法律、行政法规和中国证券监督管理委员会（以下简称"中 国证监会"）的规定，报告内容真实、准确、完整地反映了公司2023年半 年度经营的实际情况，不存在虚假记载、误导性陈述或者重大遗漏。 具体内容详见中国证监会指定的创业板信息披露网站巨潮资讯网 （http://www.cninfo.com.cn）上的相关公告。 2．审议通过《关于202 ...

| | | 西安三角防务股份有限公司 关于 2022 年限制性股票激励计划首次授予部分第一类限制 性股票第一个限售期解除限售股份上市流通的提示性公告 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。 重要内容提示： 西安三角防务股份有限公司（以下简称"公司"）于 2023 年 7 月 19 日分别召开第三届董事会第九次会议、第三届监事会第七次会 议，审议了《关于 2022 年限制性股票激励计划首次授予部分第一个 解除限售期解除限售条件成就的议案》,并于 2023 年 8 月 7 日召开 的 2023 年第三次临时股东大会审议通过。根据《上市公司股权激励 管理办法》（以下简称"《管理办法》"）及公司《2022 年限制性 股票激励计划》（以下简称"《激励计划》"）的相关规定和 2022 年第二次临时股东大会授权，公司按规定为符合解除限售条件的 74 名激励对象持有的 1,281,000 股第一类限制性股票办理解除限售相 关事宜。具体情况如下： 一、2022 年限制性股票激励计划实施情况概要 （一）公司于2022年2月21日召开第二届董事会第二十八次会 议，审议通过了 ...

西安三角防务股份有限公司 关于参加"2023 年陕西辖区上市公司投资者集体接待日 暨 2022 年度业绩说明会"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。 西安三角防务股份有限公司（以下简称"公司"）《2022 年年度 报告》全文及其摘要已于 2023 年 4 月 21 日披露。为促进公司规范运 作、健康发展，增强公司信息透明度，加强与广大投资者沟通流，进 一步提升投资者关系管理水平，公司将于 2023 年 5 月 16 日（星期二） 参加"2023 年陕西辖区上市公司投资者集体接待日暨 2022 年度业绩 说明会活动"。 届时，公司总经理及相关高管人员将通过互动平台与投资者进行 网络沟通和交流，欢迎广大投资者踊跃参加。 证券代码：300775 证券简称：三角防务 公告编号：2023-053 债券代码：123114 债券简称：三角转债 活动地址："全景路演" 网址：http://rs.p5w.net 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 ...

Financial Performance - Total revenue for Q1 2023 reached CNY 658,499,725.61, an increase of 53.94% compared to CNY 427,750,308.85 in the same period last year[10] - Net profit attributable to shareholders was CNY 218,228,351.74, up 54.21% from CNY 141,512,496.35 year-on-year[10] - The company reported a basic earnings per share of CNY 0.40, a 37.93% increase from CNY 0.29 in the same period last year[10] - The total comprehensive income for the period reached CNY 218,228,351.74, a 54.21% increase compared to CNY 141,512,496.35 in the previous period[35] - Basic and diluted earnings per share were both CNY 0.40, up from CNY 0.29 in the previous period[35] - Operating profit increased by 56.16% to CNY 254,162,498.39, driven by growth in operating revenue[45] - The total profit for the period was CNY 253,508,860.69, reflecting a 54.35% increase from CNY 164,246,516.65 in the previous period[45] Cash Flow and Liquidity - Operating cash flow improved significantly to CNY 146,578,736.27, a 1,821.26% increase from a negative CNY 8,515,782.55 in the previous year[10] - Net cash flow from operating activities surged by 1821.26% to CNY 146,578,736.27, primarily due to increased cash receipts from sales[45] - The net increase in cash and cash equivalents was CNY 95,383,089.99, reflecting a 1071.39% rise compared to the previous period[45] - Cash and cash equivalents at the end of Q1 2023 totaled ¥3,262,917,128.96, compared to ¥1,361,777,334.50 at the end of Q1 2022, indicating a year-over-year increase of 140%[60] Assets and Liabilities - The company's total assets increased by 5.82% to CNY 7,376,475,664.34 from CNY 6,970,680,290.08 at the end of the previous year[10] - The total assets increased to approximately CNY 7.38 billion, up from CNY 6.97 billion[30] - The company's total liabilities increased to CNY 1.54 billion from CNY 1.37 billion, indicating a rise in financial obligations[30] - The company reported a total liability of ¥2,451,771,865.30, an increase from ¥2,269,396,812.38 at the beginning of the year[54] - The company’s total non-current liabilities stood at ¥914,072,745.49, slightly up from ¥901,466,598.62 at the beginning of the year[54] Investments and Expenses - Research and development expenses increased by 40.13% to CNY 17,985,497.00, reflecting higher investment in R&D projects[10] - Research and development expenses for the quarter amounted to CNY 17.99 million, an increase from CNY 12.84 million year-over-year[34] - The company reported a significant increase in sales expenses, which rose to CNY 1.55 million from CNY 0.87 million year-over-year[34] - The company invested ¥100,000,000.00 in new projects during Q1 2023, compared to ¥40,000,000.00 in the same period last year[60] Shareholder Information - The company issued 50 million shares to specific investors, which were listed on January 17, 2023, with a lock-up period of 6 months[28] - The total number of ordinary shareholders at the end of the reporting period was 37,655[45] - The total equity attributable to shareholders reached ¥4,924,703,799.04, up from ¥4,701,283,477.70 at the start of the year, reflecting a growth of 4.7%[54] Financial Trends - Financial expenses decreased significantly by 255.27% to CNY -16,770,659.42, mainly due to a substantial increase in interest income[45] - The company’s financial income showed a positive trend, with interest income rising to CNY 16.90 million from CNY 4.73 million year-over-year[34] - The company’s tax expenses for Q1 2023 were ¥33,482,190.35, compared to ¥28,625,431.67 in the previous year, marking an increase of 17%[60] Other Developments - The company established a wholly-owned subsidiary, Shenyang Triangle Defense Technology Co., Ltd., with an investment of CNY 1 million[50] - The company plans to continue expanding its market presence through targeted investments and strategic partnerships[28]

Overseas Assets and Asset Management - Overseas assets account for a relatively high proportion of the company's total assets[1] - As of the reporting period, the company's major assets are not subject to any rights restrictions[2] - The company has not sold any major assets during the reporting period[14] Fundraising and Capital Utilization - In 2021, the company issued 9,043,727 convertible bonds with a total face value of 904.37 million yuan, raising a net amount of 890.14 million yuan after deducting issuance costs. By the end of the reporting period, 323.75 million yuan had been used, with 585.45 million yuan remaining unused[4][11] - In 2022, the company issued 50 million shares to specific investors at 33.66 yuan per share, raising a net amount of 1.65 billion yuan after deducting issuance costs. As of the reporting period, none of these funds had been used[4][11] - The company has 585.45 million yuan of unused funds from the 2021 convertible bond issuance, of which 360 million yuan is used for fixed deposits, with the remaining funds to be used according to the progress of committed investment projects[6] - The company has implemented a special account storage system for raised funds and has not violated any regulations regarding the use and disclosure of these funds[6] - The company used raised funds to replace self-raised funds pre-invested in fundraising projects and paid issuance fees, totaling 48.86 million yuan[158] Subsidiary Performance - The company's subsidiary, Xi'an Triangle Aviation Machinery Co., Ltd., reported total assets of 1.09 billion yuan, net assets of 774.73 million yuan, and operating income of 811.52 million yuan for the reporting period[15] - The company's subsidiary, Xi'an Sanhang Materials Technology Co., Ltd., reported total assets of 217.25 million yuan and net profit of 18.40 million yuan[162] Financial Performance and Revenue - The company achieved a total operating revenue of 1.876 billion yuan in 2022, a year-on-year increase of 60.06%[82] - Net profit attributable to shareholders of the listed company was 624.6754 million yuan, a year-on-year increase of 51.51%[82] - The company's operating profit was 715.936 million yuan, a year-on-year increase of 50.74%[82] - The company's total profit was 716.9678 million yuan, a year-on-year increase of 50.35%[82] - The company's net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was 617.2274 million yuan, a year-on-year increase of 51.51%[82] - The company's operating income in the fourth quarter was 413.74394161 million yuan, with a net profit attributable to shareholders of 155.99781153 million yuan[68] - The company's operating income in the third quarter was 551.00631974 million yuan, with a net profit attributable to shareholders of 167.55422794 million yuan[68] - The company's operating income in the second quarter was 483.99045104 million yuan, with a net profit attributable to shareholders of 159.6108714 million yuan[68] - The company's operating income in the first quarter was 427.75030885 million yuan, with a net profit attributable to shareholders of 141.51249635 million yuan[68] - Total operating revenue for 2022 reached 1,876,491,021.24 yuan, a year-on-year increase of 60.06%[85] - Special alloy forging accounted for 95.94% of total operating revenue, with a year-on-year increase of 56.86%[85] - Die forging products contributed 90.26% of total operating revenue, increasing by 51.98% year-on-year[85] - Free forging products saw a significant year-on-year growth of 219.52%, contributing 5.68% to total operating revenue[85] - Revenue in 2022 reached 1,876,491,021.24 yuan, a year-on-year increase of 60.06%[180] - Net profit attributable to shareholders of the listed company in 2022 was 624,675,407.22 yuan, a year-on-year increase of 51.51%[180] - Net cash flow from operating activities in 2022 was 425,118,108.79 yuan, a year-on-year increase of 13.74%[180] - Total assets at the end of 2022 were 6,970,680,290.08 yuan, a year-on-year increase of 68.73%[180] - Equity attributable to shareholders of the listed company at the end of 2022 was 4,701,283,477.70 yuan, a year-on-year increase of 91.37%[180] - Revenue from special alloy forging in 2022 was 1,800,304,458.05 yuan, a year-on-year increase of 56.86%[186] - Revenue from die-forged products in 2022 was 1,693,632,170.08 yuan, a year-on-year increase of 51.98%[186] - Domestic revenue in 2022 was 1,876,491,021.24 yuan, a year-on-year increase of 60.06%[186] - Direct sales revenue in 2022 was 1,876,491,021.24 yuan, a year-on-year increase of 60.06%[186] Investment and Project Progress - The investment progress for the advanced aviation parts intelligent manufacturing base project is 36.37%, with 217.76 million yuan invested in the reporting period and a total of 323.75 million yuan invested by the end of the period[5] - The company will actively engage in the construction of new projects to support its growth and development[29] - The company is advancing the construction of fundraising projects to meet growing market demand[172] - The company is strengthening its industrial layout and developing new channels, with the construction of an advanced aviation intelligent manufacturing base laying the foundation for extending the industrial chain[174] Research and Development - The company will leverage its research platforms, such as the "Shaanxi Aviation Large Component Forging Engineering Research Center," to enhance the development of key forging technologies for large structural components[31] - The company will further develop its large forging process R&D platform to enhance its technological capabilities[31] - R&D expenses grew by 34.10% to 58,226,886.85 yuan in 2022, reflecting increased investment in research and development[128] - The company's R&D personnel accounted for 9.35% of total employees in 2022, a decrease of 1.22 percentage points from 2021[130] - R&D investment in 2022 was 67,748,976.17 yuan, accounting for 3.61% of operating revenue[130] - Key R&D projects include high-temperature alloy turbine disk isothermal forging technology, which is in the key technology development phase[128] - The company is developing high-strength, high-toughness damage-tolerant titanium alloy forging technology, which is in the engineering application stability verification stage[128] - Research on forging processes for domestically produced high-temperature alloy materials for aero-engine turbine disks is ongoing, aiming for technological breakthroughs[128] - The company is advancing ultra-high-strength titanium alloy forging technology, which has completed initial certification and installation assessments[128] - The company is developing large-scale high-temperature alloy ring rolling technology to expand market share and meet next-generation engine demands[141] - The company is researching new-generation ultra-high-strength steel forging technology to improve production efficiency and product competitiveness[141] - The company is advancing isothermal forging die design technology to support the development of new powder disk products[141] - The company's R&D team has mastered multiple core technologies with independent intellectual property rights, some of which are domestic firsts and reach international advanced levels[184] Market Expansion and Sales Strategy - The company plans to expand its market presence both domestically and internationally, focusing on the aviation sector while exploring other fields[31] - The company operates on a make-to-order production model, with all products being customized based on customer specifications[99] - The company's sales strategy involves early participation in weapon equipment design, ensuring its processing technology is reflected in the technical specifications of the equipment[100] - The company has been consistently rated as an "excellent supplier" by the Aviation Industry Corporation of China and major host factories[95] - The company is actively negotiating with foreign large aviation enterprises to expand overseas business and secure orders for foreign trade products[170] - The company plans to expand its market share in the aviation manufacturing sector by increasing production capacity and enhancing industrial competitiveness[172] - The company aims to become a top domestic forging supplier by increasing participation in R&D and pre-research models and expanding overseas business[170] Product Quality and Manufacturing - The company aims to improve product quality and meet customer demand for new models and high-quality products by strengthening quality management and process control[29] - The company will focus on improving the qualification rate and material utilization of existing processes to provide high-quality forgings for industries like aviation, aerospace, and shipbuilding[31] - The company's 400MN die forging hydraulic press is the largest single-cylinder precision die forging hydraulic press in the world, solving domestic manufacturing challenges for large, high-strength, and high-precision forgings[95] - The company's products are used in new-generation fighter jets, transport aircraft, helicopters, and various types of domestic aero engines[98] - The company owns the world's largest single-cylinder precision forging hydraulic press, the 400MN large die forging hydraulic press, which has advantages such as high rigidity, stable pressure, high precision, wide production range, and good consistency of batch forgings[101] - The company's design accuracy rate and trial production success rate both reached 100% in 2022[105] - The company's 400MN die forging hydraulic press, 31.5MN fast forging unit, and 300MN isothermal forging hydraulic press production line cover the needs of in-service and in-development large and medium-sized aircraft for forging development[105] - The company's die forging products accounted for 87.72% of the operating cost in 2022, with a year-on-year increase of 50.73%[107] - The company's free forging products accounted for 8.67% of the operating cost in 2022, with a year-on-year increase of 209.33%[107] - The company's sales volume of special alloy forging products increased by 49.11% year-on-year in 2022[121] - The company's production volume of special alloy forging products increased by 34.47% year-on-year in 2022[121] Corporate Governance and Compliance - The company has organized specialized personnel to study relevant laws and regulations to improve its information disclosure system and procedures, aiming to protect investor interests under reasonable and compliant conditions[9] - The company has established a comprehensive and independent business system, including independent assets, personnel, financial systems, and operational capabilities, ensuring no reliance on shareholders or related parties[191] - The company has a complete and independent labor, personnel, and salary system, with senior management appointed in accordance with legal and regulatory requirements[191] - The company has an independent financial department with a dedicated team, capable of making independent financial decisions and managing its own bank accounts and tax registrations[191] - The company has a modern corporate governance structure, including a shareholders' meeting, board of directors, board of supervisors, and management, all operating independently and collaboratively[191] - The company strictly adheres to legal and regulatory requirements for information disclosure, ensuring transparency and fairness for all investors[189] - The company is continuously improving its performance evaluation and incentive mechanisms for senior management, ensuring compliance with legal and regulatory standards[189] - The company's governance practices are in line with legal, administrative regulations, and China Securities Regulatory Commission requirements, with no significant discrepancies[190] - The company reviewed and approved the 2022 semi-annual report and the special report on the deposit and use of raised funds for the first half of 2022[199] - The company reviewed and approved the 2022 third-quarter report[199] - The company reviewed and approved the 2022 restricted stock incentive plan (draft) and its summary, as well as the implementation assessment management measures for the 2022 restricted stock incentive plan[199] - The company reviewed and approved the 2021 annual profit distribution plan, the special report on the deposit and use of raised funds for 2021, and the 2021 annual financial final accounts report[199] - The company reviewed and approved the 2022 first-quarter report and the expected daily related transactions for 2022[199] - The company reviewed and approved the 2021 annual internal control self-assessment report and the proposal to renew the appointment of the accounting firm[199] - The company reviewed and approved the proposal to change accounting policies[199] - The company reviewed and approved the 2022 restricted stock incentive plan and related matters, requesting authorization from the shareholders' meeting for the board of directors to handle the relevant matters[199] Risk Management and Mitigation - The company faces risks such as high customer concentration, market fluctuations, and potential bad debts, with measures including strategic supplier partnerships and strict payment collection systems[163] - The company is enhancing its product quality and military confidentiality system to mitigate risks associated with the military industry[163] Cash Flow and Financial Position - Investment activities generated a net cash flow decrease of 48.16% YoY, primarily due to increased prepayments for construction projects and equipment[132] - Operating cash inflow increased by 39.13% YoY to 1,505,085,151.39 yuan, while operating cash outflow increased by 52.54% YoY to 1,079,967,042.60 yuan[144] - Net cash flow from financing activities increased by 98.82% YoY to 1,690,651,169.36 yuan, mainly due to funds raised from a private placement[144] - Cash and cash equivalents increased by 78.12% YoY to 1,795,937,431.48 yuan, driven by the private placement[144] - Monetary funds accounted for 45.47% of total assets, an increase of 12.23 percentage points YoY, reaching 3,169,302,179.96 yuan[145] - Inventory decreased by 7.76 percentage points YoY to 16.93% of total assets, amounting to 1,180,042,763.55 yuan[146] Talent and Human Resources - The company will continue to strengthen its talent pool and promote the continuous development of its reserve talent team[29] - The company will increase the intensity of performance evaluations to ensure that results truly reflect employee performance[29] - R&D personnel increased by 2.44% YoY to 42, with 31 holding bachelor's degrees, a 3.33% increase YoY[140] Dividend Distribution - The company plans to distribute a cash dividend of 1.00 yuan per 10 shares (tax included) based on a total of 499,291,984 shares[40] Supplier and Customer Concentration - The top 5 suppliers accounted for 89.67% of the total annual procurement amount, with the largest supplier accounting for 62.33%[109] - The top 5 customers accounted for 98.14% of the total annual sales, with the largest customer, China Aviation Industry Group, accounting for 93.98%[125] Expenses and Costs - Sales expenses increased by 24.48% to 6,452,050.42 yuan in 2022 compared to 2021[128] - Management expenses rose by 40.24% to 51,170,586.04 yuan in 2022, primarily due to restricted stock equity incentives[128] - Financial expenses decreased by 59.39% to -16,744,238.28 yuan in 2022, driven by a significant increase in interest income[128]

Financial Performance - The company's revenue for Q3 2022 reached ¥551,006,319.74, representing an increase of 84.42% compared to the same period last year[7] - Net profit attributable to shareholders for Q3 2022 was ¥167,554,227.94, up 51.51% year-over-year[7] - The net profit after deducting non-recurring gains and losses was ¥164,034,022.85, reflecting a 47.54% increase compared to the previous year[7] - The company's basic earnings per share for Q3 2022 was ¥0.34, reflecting a 54.55% increase compared to the same period last year[7] - The total profit for the current period was ¥544,677,123.76, reflecting a 71.16% increase from the previous period[16] - Net profit for the current period was ¥468,677,595.69, a 69.98% increase from the previous period's ¥275,720,327.84[16] - Total operating revenue for the current period reached ¥1,462,747,079.63, a significant increase from ¥765,502,642.06 in the previous period, representing an increase of approximately 91%[40] - Total operating costs amounted to ¥870,361,584.64, up from ¥450,442,402.44, reflecting a growth of about 93%[40] - Basic earnings per share rose to ¥0.94 from ¥0.56, marking a growth of about 68%[43] Assets and Liabilities - Total assets at the end of Q3 2022 amounted to ¥5,120,740,566.44, a growth of 23.95% from the end of the previous year[7] - The total liabilities increased significantly, with accounts payable rising by 43.46% to ¥565,160,311.26 due to increased orders and raw material procurement[16] - The company's total liabilities as of September 30, 2022, were approximately 2.23 billion RMB, up from approximately 1.67 billion RMB at the beginning of the year, indicating an increase of about 33%[36] - The total equity attributable to shareholders increased by 17.57% to ¥2,888,349,108.15 compared to the end of the previous year[7] - The company's total equity reached approximately 2.89 billion RMB as of September 30, 2022, compared to approximately 2.46 billion RMB at the beginning of the year, marking an increase of about 17.5%[36] Cash Flow - Cash flow from operating activities for the year-to-date was ¥59,207,125.54, showing a decline of 66.52% year-over-year[7] - The company's cash and cash equivalents net increase was negative at -¥35,408,923.02, a decline of 104.21% compared to the previous period[16] - Cash inflow from investment activities was ¥205,965,568.42, while cash outflow was ¥432,185,232.64, resulting in a net cash flow of -¥226,219,664.22[47] - Cash received from other financing activities was $3,500,000.00, up from $1,000,000.00 previously[50] - Cash paid for dividends, profits, or interest amounted to $48,861,984.34, compared to $41,126,500.00 in the previous period[50] Operational Highlights - The company reported a significant increase in accounts receivable, which rose by 157.76% to ¥1,112,195,594.63, attributed to increased sales orders[13] - The company reported a significant increase in inventory, with total inventory reaching approximately 1.11 billion RMB as of September 30, 2022, compared to approximately 1.02 billion RMB at the beginning of the year, reflecting a growth of about 8.5%[33] - The company experienced a 30.72% increase in contract liabilities, amounting to ¥8,304,003.28, due to growth in advance payments received[16] - The company’s other payables surged by 25,879.83% to ¥80,852,571.79, mainly due to the increase in restricted stock compensation[16] Government and Regulatory Matters - The company received government subsidies amounting to ¥3,538,354.56 during the quarter, contributing to its non-recurring gains[8] - The company received a notice from the Shenzhen Stock Exchange on August 3, 2022, confirming the acceptance of its application for issuing shares to specific targets[29] - The company is currently awaiting approval from the China Securities Regulatory Commission for the issuance of shares to specific targets, which remains uncertain[30] Research and Development - Research and development expenses increased to ¥38,098,655.78 from ¥31,650,039.78, reflecting a growth of about 20%[40] Other Information - The company completed the first grant registration of the 2022 restricted stock incentive plan on July 15, 2022, with a total of 3.68 million shares granted at a price of 21.92 RMB per share[26] - The third quarter report was not audited[51]