关于对江苏博俊工业科技股份有限公司 申请向不特定对象发行可转换公司债券问询函的回复 容诚专字[2023]230Z0255 号 容诚会计师事务所 (特殊普通合伙) 中国・北京 关于对江苏博俊工业科技股份有限公司申 请向不特定对象发行可转换公司债券问询 函的回复 容诚专字[2023]230Z0255 号 深圳证券交易所: 贵所于 2023 年 1 月 5 日向江苏博俊工业科技股份有限公司（以下简称"博 俊科技"或"本公司" 或"公司"）发出了《关于江苏博俊工业科技股份有限公 司申请向不特定对象发行可转换公司债券的审核问询函》(审核函〔2023〕020006 号）(以下简称"《问询函》")，根据问询函的要求，容诚会计师事务所（特殊普 通合伙)(以下简称"会计师"、"我们")对问询函中要求我们发表意见的事项进 行了认真核查。现将我们的回复意见说明如下: 如无特别说明,本审核问询函回复中的简称或名词的释义与募集说明书中的 释义相同。 | 问询函所列问题 | 黑体(加粗) | | --- | --- | | 问询函所列问题的回复 | 宋体(不加粗) | | 对嘉集说明书的修改、补充 | 楷体(加粗) | 在本间询函回复中 ...

证券代码：300926 证券简称：博俊科技 编号：2022-005 江苏博俊工业科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |----------------------|---------------------------------|-----------------------------------------| | | | | | | | 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 | 其他（电话会议） | | | 2022 年 9 月 13 日 | 上午 10:00-11:30 博俊科技五楼会议室 | | | | 睿远基金管理有限公司：童卓、苏勃瑞 | | | 东方证券股份有限公司：冯洁 | | | | 2022 年 9 月 14 日 | 上午 10:00-11:00 线上 - 电话会议 | | 参与单位名称、人员、 | 国金证券股份有限公司：邱长伟 | | | 时间及地点 | | 华安基金管理有限公司：李杨、文康 | | | 2022 年 9 月 ...

证券代码：300926 证券简称：博俊科技 编号：2022-004 江苏博俊工业科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |------------------------------|------------------------------------|------------------------------------------------| | | | | | | | 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 | □其他（电话会议） | | | 2022 年 9 月 2 日 下午 | 13:30-15:00 | | | | 华安基金管理有限公司：刘畅畅、李杨 | | 参与单位名称、人员及 | 2022 年 9 月 2 日 下午 | 16:00-17:30 | | 时间 | | 睿远基金管理有限公司：郑斌、苏勃瑞 | | | 2022 年 9 月 6 日 上午 | 10:30-12:00 | | | 平安基金管理有限公司：翟森 | | | 地点 ...

证券代码：300926 证券简称：博俊科技 编号：2022-003 江苏博俊工业科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |-------------------------------|-------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Company Overview - Jiangsu Bojun Industrial Technology Co., Ltd. was established in 2011, focusing on the R&D, design, production, and sales of automotive precision components and molds [3] - The company offers a one-stop solution for automotive parts, covering various systems such as steering, power, doors, sunroofs, electronics, interiors, and seating [3] - Bojun has established strategic partnerships with renowned manufacturers like Geely, Changan, BYD, and Magna [3] Subsidiaries - The company has five wholly-owned subsidiaries across China: 1. Chongqing Bojun Industrial Technology Co., Ltd. (established in 2017) 2. Chengdu Bojun Technology Co., Ltd. (established in 2017) 3. Changzhou Bojun Technology Co., Ltd. (established in 2021) 4. Xi'an Bojun Automotive Parts Co., Ltd. (established in 2022) 5. Zhejiang Bojun Industrial Technology Co., Ltd. (established in 2022) [4] Production Capacity and Orders - The Chengdu factory focuses on high-pressure aluminum and integrated die-casting products, primarily serving new energy vehicle manufacturers [4] - The company has a sufficient backlog of orders, including existing production orders and new projects from both existing and new clients [4] - Recent projects include supplying BYD's Song and Song Plus models and securing orders for Great Wall's C03 model [4][5] Customer Base - The top five customers of the company are Tier 1 suppliers, with a significant portion being OEMs (Original Equipment Manufacturers) [6] - Sales to Tier 1 customers have been steadily increasing, with a notable upward trend in sales to OEM clients [6]

证券代码：300926 证券简称：博俊科技 编号：2022-002 江苏博俊工业科技股份有限公司 投资者关系活动记录表 | --- | --- | --- | |-------------------------------|-------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

江苏博俊工业科技股份有限公司 2022 年第三季度报告 证券代码：300926 证券简称：博俊科技 公告编号：2022-079 江苏博俊工业科技股份有限公司 2022 年第三季度报告 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。 重要内容提示： 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记载、误导性陈述或重 大遗漏，并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明：保证季度报告中财务信息的真实、准确、 完整。 3.第三季度报告是否经过审计 □是 否 1 江苏博俊工业科技股份有限公司 2022 年第三季度报告 一、主要财务数据 （一） 主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 | --- | --- | --- | --- | --- | |-----------------------------------------------------|------------------|-------------------------|---- ...

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 467,730,736.74, representing a 60.74% increase compared to CNY 290,992,236.56 in the same period last year[25]. - The net profit attributable to shareholders for the first half of 2022 was CNY 38,186,161.17, up 46.81% from CNY 26,010,932.25 in the previous year[25]. - The net profit after deducting non-recurring gains and losses was CNY 36,201,100.59, reflecting a 53.60% increase from CNY 23,568,452.04 in the same period last year[25]. - The basic earnings per share for the first half of 2022 was CNY 0.269, an increase of 46.99% compared to CNY 0.183 in the previous year[25]. - The diluted earnings per share rose to CNY 0.256, marking an 81.56% increase from CNY 0.141 in the same period last year[25]. - The total assets at the end of the reporting period were CNY 2,018,193,365.51, a 12.41% increase from CNY 1,795,332,602.19 at the end of the previous year[25]. - The net assets attributable to shareholders increased to CNY 967,909,078.97, up 2.23% from CNY 946,778,925.80 at the end of the previous year[25]. - The net cash flow from operating activities was negative at CNY -11,187,909.37, a decline of 126.43% compared to CNY 42,334,424.04 in the same period last year[25]. - The weighted average return on net assets was 3.95%, an increase of 1.00% from 2.95% in the previous year[25]. Business Operations - The company plans not to distribute cash dividends or issue bonus shares for this reporting period[5]. - The company reported a non-operating income total of CNY 1,985,060.58, which includes government subsidies and other income sources[28]. - The company is recognized as a national high-tech enterprise and has obtained multiple quality management certifications, including IATF16949:2016 and GB/T24001-2016[35]. - The company has a strong focus on R&D and innovation, mastering key production processes such as stamping, laser welding, and injection molding[35]. - The company has established long-term strategic partnerships with major automotive manufacturers, including Volkswagen, Ford, and Geely[36]. - The company has expanded its business into modular bodywork, successfully developing various modular products such as side panels and instrument panel skeletons[43]. - The company’s precision parts and molds are widely used in the automotive industry, contributing to its competitive advantage in the market[36]. - The company’s injection molding business includes components for automotive sunroofs and door systems, enhancing its product offerings[42]. - The company has actively pursued market expansion and technological innovation to meet the growing demand for lightweight materials in the automotive sector[43]. - The company adopts a "sales-driven production" model, formulating production plans based on actual orders and production saturation, ensuring efficient operations[47]. - The company has established long-term partnerships with key suppliers, typically signing annual price agreements to manage procurement effectively[46]. - The company has a strict supplier selection system, evaluating suppliers based on product quality, service, price, creditworthiness, and delivery time[46]. - The company has developed a strong core competitive advantage in technology research and development, particularly in stamping, welding, and injection molding processes[53]. - The company has achieved significant market expansion, becoming a first-tier supplier for major domestic automakers such as Geely Group and Changan Ford[59]. - The company has implemented a comprehensive quality control system, certified by IATF16949:2016, ensuring product quality across all production stages[56]. - The company has a well-established production line that integrates multiple processes, enhancing operational efficiency and reducing costs[55]. - The company is actively expanding its production bases in various locations, including Chongqing and Chengdu, to better serve regional automotive markets[60]. - The company utilizes advanced computer-aided design and analysis software to enhance production design and efficiency[61]. - The company has a strong international market presence, with products exported to North America, Europe, South America, and Southeast Asia[59]. Financial Management - Operating costs increased by 69.88% to ¥368,033,778.44 from ¥216,645,591.51, primarily due to increased sales volume of main products[62]. - The net cash flow from investing activities was -¥106,397,711.45, an increase of 152.14% from -¥42,165,665.24, primarily due to increased expenditures on long-term assets by subsidiaries[62]. - The company reported a significant contribution to profits from its wholly-owned subsidiary, Chongqing Bojun, which accounted for 38.93% of the total profit[65]. - The gross profit margin for the stamping business was 13.02%, with a revenue increase of 75.43% and a cost increase of 89.10% compared to the previous year[67]. - The company’s cash and cash equivalents decreased by 44.92% to -¥64,005,553.82, primarily due to increased cash payments for goods and long-term asset expenditures[65]. - Accounts receivable decreased by 5.07% to ¥321,153,872.64, attributed to increased customer repayments during the reporting period[74]. - Inventory increased by 4.01% to ¥400,532,660.51, mainly due to the release of production capacity at the Chongqing subsidiary[74]. - Short-term borrowings increased by 6.48% to ¥303,788,344.17, primarily due to increased bank loans during the reporting period[74]. - The total amount of raised funds is RMB 326.46 million, with RMB 42.73 million invested during the reporting period[79]. - Cumulative investment of raised funds reached RMB 302.01 million, leaving a balance of RMB 25.08 million[79]. - The company has utilized 100% of the funds for the automotive parts and mold production line construction project, achieving a cumulative benefit of RMB 15.66 million[81]. - The automotive parts and mold production base project has received a total investment of RMB 69.85 million, with a progress rate of 66.67%[81]. - The company plans to use the remaining raised funds for the automotive parts and mold production base project[84]. - The cumulative amount of raised funds repurposed for working capital is RMB 63.07 million[86]. - The company reported a net interest income of RMB 4.41 million from the raised funds[84]. - Chongqing Bojun contributed a net profit of approximately CNY 15.66 million, accounting for over 10% of the company's net profit[93]. Risk Management - The company reported that the revenue from its top five customers represented 55.61% of total sales, indicating a high customer concentration risk[97]. - The company faced risks related to raw material price fluctuations, particularly steel, which constitutes a large portion of production costs[98]. - The company has a significant amount of accounts receivable, with a high concentration that could impact financial stability if not managed properly[101]. - The company is at risk of product price fluctuations due to the custom nature of its automotive components, which may lead to reduced pricing over time[99]. Environmental Management - The main pollutants include wastewater (domestic sewage), waste gas, and solid waste, with wastewater being treated and discharged after meeting standards[118]. - The company has implemented strict measures for solid waste management, including separate collection and disposal of hazardous waste[119]. - The company conducts regular inspections and maintenance of pollution control facilities to ensure compliance with emission standards[120]. - The company has established a daily operational log for waste gas treatment equipment to ensure emissions meet standards[118]. - The company utilizes a third-party qualified organization to conduct annual testing of waste gas, wastewater, and noise[120]. - The company has a total of four emission outlets for waste gas, with specific pollutants monitored at each outlet[117]. - The company adheres to the "three simultaneous" principle for pollution control facilities, ensuring they are designed, constructed, and put into operation concurrently[118]. - The company has a comprehensive hazardous waste management system, including real-time reporting and compliance with national regulations[119]. - The company’s wastewater is treated by a municipal facility before being discharged into the Taicang Pond[118]. - 重庆博俊严格按照环境影响评价报告及相关法律法规建设污染物处理设施，确保废气达标排放[123]. - 重庆博俊的废气治理包括天然气燃烧后的废气、抛丸产生的颗粒物和喷油工序产生的非甲烷总烃，均通过20m高排气筒排放[124]. - 重庆博俊无生产废水产生，生活污水经市政污水管网处理后达标排入长江[124]. - 重庆博俊对危险废物的管理包括签订处置协议、建立出入库台账和实时申报，确保全过程环境监管[125]. - 博俊科技于2019年12月11日取得排污许可证，有效期至2022年12月10日[127]. - 2022年，博俊科技及全资子公司重庆博俊的废水、废气、噪声检测结果均达标排放[132]. - 博俊科技成立安全环境管理委员会，强化环保目标责任制，确保环境治理的有效实施[133]. - 博俊科技及全资子公司每年组织应急预案演练，提高企业自防自救能力，确保生产经营正常运行[134]. Corporate Governance - The company emphasizes employee rights protection, providing various benefits beyond the statutory requirements, including accident insurance and employee canteen services[144]. - The company held one shareholders' meeting and four board meetings during the reporting period, ensuring active participation from directors and supervisors[139]. - The company has a strategic committee, compensation and assessment committee, nomination committee, and audit committee to enhance corporate governance[139]. - The company actively manages investor relations, promoting transparency and fairness in communications with investors[141]. - The company has implemented safety management regulations and conducts regular safety training and emergency drills for employees[148]. - The company has committed to not transferring or entrusting the management of its publicly issued shares for 36 months from the date of stock listing, which will last until January 6, 2024[152]. - Shareholders are restricted to transferring no more than 25% of their total shares held during their tenure as directors or senior management, with a six-month restriction post-termination[152]. - The company plans to gradually reduce shareholdings after the lock-up period, adhering to relevant regulations and ensuring the share price stability[153]. - The company has committed to repurchase shares if any violations occur, with obligations to disclose reasons publicly and compensate investors for actual losses[153]. - The commitments made by shareholders are currently being fulfilled as per the stipulated timelines[152]. - The company has committed to not transferring shares until the corresponding share repurchase or compensation measures are completed, with a penalty for violations including cessation of salary and dividends for 5 working days[155]. - The company reported no violations of fund occupation by actual controllers or major shareholders during the reporting period, except for minor cases of occupied funds[155]. - The company has pledged to strictly adhere to all public commitments made during its initial public offering, actively accepting social supervision[156]. - The company will not engage in any competitive business or investment opportunities that may conflict with its operations, ensuring no competition with its subsidiaries[156]. - The company has established a compensation mechanism linking executive remuneration to the execution of its performance recovery measures[156]. - The company committed to not interfering in management activities and not infringing on company interests during the issuance of shares[157]. - The minimum subscription amount for the new share issuance is set at 20,102.97 million CNY, with a minimum of 12,771,900 shares to be subscribed[157]. - There are no non-operating fund occupations by controlling shareholders or related parties during the reporting period[162]. - The company reported no violations regarding external guarantees during the reporting period[163]. - The commitments made by the controlling shareholders and actual controllers to ensure the fulfillment of compensation measures are valid and ongoing[158]. - The company will closely monitor the shareholding situation of non-public shareholders post-financing to ensure compliance with listing conditions[159]. - The company has ensured that all subscription funds come from self-owned or legally raised funds, with no external fundraising or structured arrangements involved[159]. - The company’s board and senior management have committed to not transferring shares within specified lock-up periods following the issuance[157]. - The company has made commitments to ensure that no unfair benefits are provided to other entities or individuals[158]. - The commitments made by independent directors regarding stock purchases are valid and will be adhered to, ensuring compliance with listing requirements[159]. - The company did not undergo an audit for the semi-annual financial report[164]. - There were no significant litigation or arbitration matters during the reporting period[168]. - The company did not engage in any related party transactions during the reporting period[176]. - The company’s wholly-owned subsidiary in Chongqing leased an office space of 308 square meters for R&D purposes, with a rental period from March 1, 2022, to February 28, 2025[178]. - The total number of shares before the change was 142,133,400, with a reduction of 3,500,000 shares, resulting in a new total of 138,633,400 shares[192]. - The company completed the registration of its wholly-owned subsidiaries in Xi'an and Zhejiang[185]. - The company reported no major guarantees during the reporting period[181]. - The company did not have any significant contracts that could impact its profit by more than 10% during the reporting period[180]. - The company did not have any related party debt transactions during the reporting period[173]. - The company’s total share capital remains at 142,133,400 shares, with 75% being restricted shares[192]. - The total number of common shareholders at the end of the reporting period was 13,587[196]. - The largest shareholder, Wu Yalin, holds 40.02% of the shares, totaling 56,875,000 shares[196]. - Shanghai Fuzhi Investment Co., Ltd. is the second-largest shareholder with a 19.35% stake, amounting to 27,500,000 shares[196]. - The total number of restricted shares at the beginning of the period was 106,600,000, with 3,500,000 shares released during the period[195]. - The remaining restricted shares at the end of the period were 103,100,000[195]. - Wu Yalin and Wu Afeng are identified as acting in concert due to their marital relationship[200]. - The company has no strategic investors or general legal persons among the top 10 shareholders due to new share placements[199]. - The company has no changes in the number of shares held by major shareholders during the reporting period[199]. - The company has no pledged, marked, or frozen shares among the major shareholders[199]. - The company has a total of 0 preferred shareholders with restored voting rights at the end of the reporting period[196].

Financial Performance - Revenue for Q1 2022 reached ¥225,739,873.15, an increase of 74.11% compared to ¥129,655,759.48 in the same period last year[3] - Net profit attributable to shareholders was ¥17,593,117.13, up 65.33% from ¥10,641,152.19 year-on-year[3] - Basic earnings per share increased to ¥0.123, representing a growth of 64.00% compared to ¥0.075 in the previous year[3] - Operating profit for the current period was ¥20,579,738.82, compared to ¥13,049,590.50 in the previous period, indicating an increase of about 58%[35] - The total comprehensive income for the current period was ¥17,593,117.13, compared to ¥10,641,152.19 in the previous period, indicating an increase of about 65%[35] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,940,710,350.24, an increase of 8.10% from ¥1,795,332,602.19 at the end of the previous year[3] - Current assets totaled RMB 1,020,639,058.17, up from RMB 959,609,077.26 at the beginning of the year[25] - Total liabilities reached RMB 974,361,518.38, compared to RMB 848,553,676.39 at the start of the year[28] - The total equity attributable to shareholders was ¥966,348,831.86, a slight increase of 2.07% from ¥946,778,925.80 at the end of the previous year[3] Cash Flow - Cash flow from operating activities showed a net outflow of ¥29,020,228.14, a decline of 176.75% compared to a net inflow of ¥37,811,386.37 in the same period last year[3] - The net cash flow from operating activities was -¥29,020,228.14, a decrease of 176.75% from ¥37,811,386.37 in the previous year, mainly due to increased cash payments for goods and services[10] - The net cash flow from investing activities was -¥79,246,201.95, an increase of 276.67% compared to -¥21,038,423.30, primarily due to increased expenditures on long-term assets[10] - Cash and cash equivalents at the end of the period totaled ¥90,557,187.80, down 71.87% from ¥321,908,434.08 in the previous year[10] Operational Metrics - Operating costs increased by 87.23% to ¥174,588,166.44, primarily due to higher sales volume of main products[10] - Research and development expenses rose by 34.41% to ¥8,174,592.64, attributed to increased salaries for R&D personnel[10] - The company's inventory increased by 20.84% to ¥343,727,238.20, attributed to the release of production capacity at the Chongqing subsidiary[7] - The company reported a significant increase in accounts receivable, which rose by 103.75% to ¥76,596,409.91, due to increased customer settlements via promissory notes[7] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 13,591, with the largest shareholder holding 40.02% of shares[11] - The company has a total of 106,600,000 restricted shares, with 3,500,000 shares released from restriction during the period[15] - The company plans to distribute a cash dividend of RMB 1.20 per 10 shares, totaling RMB 17,056,008.00, based on a total share capital of 142,133,400 shares as of December 31, 2021[18] Strategic Initiatives - The company plans to maintain its focus on expanding production capacity and enhancing R&D efforts to meet increasing customer demand[10] - The company intends to establish a subsidiary in Xi'an to enhance resource integration and expand its influence[19] - A proposal to set up a branch in Jinan has been approved to optimize strategic layout and improve competitiveness[20] - The company plans to issue shares to specific investors, raising up to RMB 22,204.00 million at a price of RMB 15.86 per share[21] Miscellaneous - The company has experienced a significant increase in management expenses, which rose by 37.55% to ¥10,265,957.11, mainly due to higher labor costs[10] - The company reported a decrease in tax expenses to ¥2,991,421.48 from ¥2,401,713.55, which is a reduction of approximately 24.5%[35] - The company did not undergo an audit for the first quarter report[43]