立信会计师事务所(特殊普通合伙) 《关于杭州大地海洋环保股份有限公司发行股份购买资产 并募集配套资金申请的第二轮审核问询函》 之间复 信会师函字[2023]第 ZF027 号 深圳证券交易所: 杭州大地海洋环保股份有限公司(以下简称"公司"、"发行人"、"上市 公司"或"大地海洋")转来贵中心《关于杭州大地海洋环保股份有限公司发行 股份购买资产并募集配套资金申请的第二轮审核问询函》(审核函(2023)030001 号)（以下简称"审核问询函"）已收悉。对此,我们作了认真研究,并根据审 核问询函的要求,我们实施了补充核查程序,有关事项说明如下: 问题 2 请独立财务顾问和会计师补充说明:(1)分别对标的资产垃圾分类回收收 入和再生资源销售收入的真实性、成本费用的完整性以及期后回款情况进行专 项核查。包括但不限于核查手段、核查范围、主要财务报表科目的核查覆盖率 以及核查结论,并说明相关审核程序是否充分有效,是否足以支撑其发表核查 结论;(2)结合 2021 年末标的资产分红的背景及原因、分红的必要性及合理 性,补充说明是否存在由标的资产的主要股东、董事、监事、高级管理人员及 其关联方或上市公司实际控制人及其关联方 ...

编号：2022-02 证券代码：301068 证券简称：大地海洋 杭州大地海洋环保股份有限公司 投资者关系活动记录表 | --- | --- | --- | |--------------|---------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

证券代码：301068 证券简称：大地海洋 杭州大地海洋环保股份有限公司 投资者关系活动记录表 编号：2022-01 | --- | --- | --- | |----------------|---------------------------------------------------------------|----------------------------------------------------------| | | ☑ 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 | | | 类别 | □新闻发布会 □路演活动 | | | | ☑ 现场参观 | | | | □其他（请文字说明其他活动内容） | | | 时间 | 2022 年 11 月 15 日 2022 年 11 月 16 日 | 14:00-17:00 10:30-12:00 | | 参与单位名称 | 基金、韶夏资本、广发证券 | 安信证券、东吴证券、华泰证券、博道基金、海通证券、淳厚 | | 地点 | 杭州大地海洋环保股份有限公司会议室 | | | 上市公司接待人 | 董事会秘书：卓 ...

杭州大地海洋环保股份有限公司 2022 年第三季度报告 证券代码：301068 证券简称：大地海洋 公告编号：2022-046 杭州大地海洋环保股份有限公司 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 杭州大地海洋环保股份有限公司 2022 年第三季度报告 | 项目 | 本报告期金额 | 年初至报告期期末金额 | 说明 | | --- | --- | --- | --- | | 非流动资产处置损益（包括 | | | | | 已计提资产减值准备的冲销 | 0.00 | -5,176.12 | | | 部分） | | | | | 计入当期损益的政府补助 | | | | | （与公司正常经营业务密切 | | | | | ...

Financial Performance - The company reported a revenue of RMB 500 million for the first half of 2022, representing a year-on-year increase of 15%[18]. - The net profit attributable to shareholders was RMB 80 million, up 20% compared to the same period last year[18]. - The company's revenue for the reporting period reached ¥362,573,005.43, representing a 77.12% increase compared to ¥204,699,390.06 in the same period last year[24]. - Net profit attributable to shareholders decreased by 39.88% to ¥17,821,567.82 from ¥29,644,793.44 year-on-year[24]. - The net profit after deducting non-recurring gains and losses fell by 56.24% to ¥12,640,403.05 from ¥28,887,497.00 in the previous year[24]. - The company's basic and diluted earnings per share dropped by 55.32% to ¥0.21 from ¥0.47[24]. - The weighted average return on equity decreased to 2.39% from 6.37% year-on-year, a decline of 3.98%[24]. - The total comprehensive income for the first half of 2022 was CNY 17,821,567.82, down from CNY 29,644,793.44 in the previous year[171]. - The company's total profit for the first half of 2022 was CNY 10,396,494.24, compared to CNY 28,288,705.61 in the same period last year, reflecting a decrease of 63.3%[171]. - The company reported a total nitrogen and phosphorus discharge of 0.124 tons, which is within the regulatory limits[93]. Market Expansion and Strategy - The company plans to expand its market presence by entering three new provinces by the end of 2022[18]. - Future guidance estimates a revenue growth of 10-15% for the second half of 2022[18]. - The company is exploring potential acquisitions in the environmental technology sector to enhance its service offerings[18]. - The company plans to continue its market expansion strategy, focusing on enhancing its environmental protection technologies and services[184]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its operational capabilities[188]. - The transaction involves acquiring Tiger Environmental, which integrates internet, IoT, and big data technologies into waste classification and recycling, covering over 400 service stations and more than 2,000 residential communities, with over 1.3 million registered users as of April 2022[123]. Research and Development - The company has invested RMB 30 million in R&D for new waste treatment technologies during the reporting period[18]. - Research and development expenses surged by 160.51% to ¥12,887,446.13 from ¥4,946,922.65, reflecting the company's commitment to enhancing R&D capabilities[55]. - The company plans to continue investing in R&D to enhance its product offerings and market competitiveness[173]. Operational Efficiency and Cost Management - The cost of sales increased by 99.74% to ¥281,050,079.80, up from ¥140,709,414.00, mainly due to rising raw material procurement prices and increased costs associated with new facilities[54]. - The gross profit margin for hazardous waste was 62.83%, with a revenue increase of 46.04% and a cost increase of 11.95% compared to the previous year[57]. - The gross profit margin for electronic waste was 11.97%, with an 87.34% increase in revenue but a 118.73% increase in costs compared to the previous year[57]. - The company has implemented changes in accounting policies that may affect future financial reporting, although specific impacts were not detailed[186]. Environmental Compliance and Safety - The company has established a strict operational record and reporting system to monitor hazardous waste management activities[36]. - The company has established a complete wastewater and air pollution control facility, which is currently in normal operation[94]. - The company is classified as a key pollutant discharge unit, adhering to national and local environmental protection regulations[94]. - The company has developed emergency response plans for environmental incidents, which have been approved and filed with local environmental authorities[96]. - The company has established strict safety management and quality control systems to mitigate risks associated with hazardous waste handling[77]. Shareholder and Governance - The company will not distribute cash dividends or issue bonus shares for this reporting period[5]. - The company has established a governance structure in compliance with relevant laws and regulations to protect shareholder rights[100]. - The company emphasizes employee rights protection and has implemented a fair compensation and training system[101]. - The company held its annual general meeting with a participation rate of 54.52% on April 26, 2022[87]. - The company has no stock incentive plans or employee stock ownership plans in place during the reporting period[90]. Financial Health and Assets - The company’s total assets increased by 12% to RMB 1.2 billion as of June 30, 2022[18]. - Total assets at the end of the reporting period were ¥1,174,621,733.11, a decrease of 0.64% from ¥1,182,211,899.09 at the end of the previous year[24]. - The net assets attributable to shareholders increased by 1.04% to ¥748,520,693.48 from ¥740,797,545.99[24]. - The company's monetary funds decreased by 5.92% to ¥68,635,687.13, down from ¥138,969,592.37 at the end of the previous year, primarily due to payments for new factory construction[62]. - The company reported a credit impairment loss of ¥31,364,826.17, reflecting a significant increase of 301.69%[60]. Cash Flow and Financing - The net cash flow from operating activities decreased by 31.51% to ¥5,678,086.97, primarily due to a decline in received dismantling fund subsidies compared to the previous year[55]. - The net cash flow from financing activities was -¥48,989,491.38, compared to a positive cash flow of ¥52,523,174.57 in the first half of 2021[180]. - The ending balance of cash and cash equivalents was ¥53,076,915.20, a decrease from ¥26,396,502.76 in the previous year[180]. Share Structure and Ownership - The total number of shares after the IPO is 84,000,000, with 66,080,294 shares subject to trading restrictions, accounting for 78.67% of the total[142]. - The largest shareholder, Tang Weizhong, holds 31,982,578 shares, representing 38.07% of the total shares[147]. - The company has a total of 5,849 shareholders at the end of the reporting period[147]. - The proportion of shares held by domestic natural persons is 52.16%, totaling 43,815,000 shares[141]. - The company has no foreign shareholding currently, with all shares held domestically[141].

Financial Performance - The company's revenue for Q1 2022 was ¥149,350,221.27, representing a 48.31% increase compared to ¥100,700,686.79 in the same period last year[3] - The net profit attributable to shareholders decreased by 65.47% to ¥5,694,498.56 from ¥16,489,175.47 year-on-year[3] - The net profit after deducting non-recurring gains and losses fell by 77.30% to ¥3,661,749.25 compared to ¥16,128,774.49 in the previous year[3] - Basic and diluted earnings per share decreased by 73.08% to ¥0.07 from ¥0.26 year-on-year[3] - The total profit for the first quarter was CNY 1,839,638.93, compared to CNY 21,432,832.34 in the previous year, indicating a significant drop of about 91.4%[30] - The operating profit for the quarter was CNY 1,206,210.76, down from CNY 21,433,040.13, reflecting a decrease of approximately 94.4%[30] Cash Flow and Assets - The company's cash flow from operating activities turned negative at -¥13,627,808.24, a decline of 225.80% from ¥10,833,067.97 in the same period last year[3] - The company's cash and cash equivalents decreased to CNY 45,208,515.76 from CNY 138,969,592.37 at the beginning of the year, representing a decline of 67.5%[25] - The total assets at the end of the reporting period were ¥1,100,211,457.43, down 6.94% from ¥1,182,211,899.09 at the end of the previous year[3] - The total liabilities decreased to CNY 353,950,865.35 from CNY 441,414,353.10, a reduction of 20%[26] - The total cash and cash equivalents at the end of the quarter were CNY 42,808,515.76, down from CNY 37,091,176.81 at the end of the previous year[33] Operating Costs and Expenses - The company reported a significant increase in operating costs, which rose by 70.22% to ¥113,944,240.07 from ¥66,938,214.57 year-on-year, primarily due to rising raw material costs[9] - The total operating costs for the first quarter of 2022 were CNY 134,342,350.46, up 69.5% from CNY 79,137,167.34 in the previous year[28] - Research and development expenses surged by 317.15% to ¥5,784,190.47 compared to ¥1,386,599.60 in the same period last year, indicating increased investment in R&D[10] Shareholder Information - The total number of common shareholders at the end of the reporting period is 7,960[15] - The largest shareholder, Tang Weizhong, holds 38.07% of the shares, totaling 31,982,578 shares[15] - The company has a total of 5,743,810 shares held by Hangzhou Gonghe Investment Management Partnership, accounting for 6.84% of the shares[15] - The company has a total of 2,100,000 shares allocated for employee participation in the strategic placement plan[19] - The total number of shares held by the top ten shareholders represents a significant portion of the company's equity[15] - The company has a diverse shareholder base, including both individual and institutional investors[15] Strategic Developments - The company is in the process of acquiring 100% of Zhejiang Huge Environmental Co., Ltd. and raising matching funds[20] - The stock was suspended from trading on January 10, 2022, due to the acquisition plan[20] - The company is actively pursuing market expansion through strategic acquisitions and partnerships[20] - The company is currently undergoing due diligence and verification processes related to a significant transaction, with an extension of the reporting period to include January to April 2022[21] - The company plans to hold a board meeting to review the transaction details once the due diligence is completed, indicating ongoing strategic developments[21] Government Subsidies - The company received government subsidies amounting to ¥1,835,438.10, a 65.00% increase from ¥1,112,392.19 in the previous year[10] Credit and Impairment - The company incurred a credit impairment loss of CNY -13,129,976.16 during the quarter, indicating challenges in asset quality[30]

Financial Performance - The company's operating revenue for 2021 was ¥527,486,916.79, representing a 10.32% increase compared to ¥478,123,326.71 in 2020[18]. - The net profit attributable to shareholders decreased by 34.82% to ¥51,598,564.65 in 2021 from ¥79,166,798.84 in 2020[18]. - The net profit after deducting non-recurring gains and losses was ¥48,901,232.13, down 23.14% from ¥63,620,067.78 in the previous year[18]. - The net cash flow from operating activities surged by 290.06% to ¥76,966,554.58 in 2021, compared to ¥19,732,205.38 in 2020[18]. - Total assets increased by 24.66% to ¥1,182,211,899.09 at the end of 2021, up from ¥948,329,596.83 at the end of 2020[18]. - The net assets attributable to shareholders rose by 64.50% to ¥740,797,545.99 at the end of 2021, compared to ¥450,341,979.99 at the end of 2020[18]. - The company reported a basic earnings per share of ¥0.76, a decrease of 39.68% from ¥1.26 in 2020[18]. - The weighted average return on equity was 9.63%, down from 19.32% in the previous year, indicating a decline of 9.69%[18]. - The total revenue for 2021 was approximately ¥527.49 million, representing a year-on-year increase of 10.32% from ¥478.12 million in 2020[68]. - Revenue from hazardous waste increased by 32.48% to ¥120.77 million, while electronic waste revenue grew by 4.68% to ¥403.06 million[68]. - The gross profit margin for the hazardous waste segment was 56.70%, while the electronic waste segment had a gross profit margin of 18.84%[71]. Cash Dividend and Profit Distribution - The company plans to distribute a cash dividend of 1.20 RMB per 10 shares to all shareholders, based on a total of 84,000,000 shares[4]. - The cash dividend represents 100% of the distributable profit of RMB 116,847,458.20 for the reporting period[191]. - The profit distribution policy emphasizes a minimum cash dividend of 10% of the distributable profit for the year, with a focus on sustainable development and reasonable returns to investors[187]. - The company maintains a differentiated cash dividend policy, with a minimum cash dividend ratio of 80% for mature stages without major capital expenditures[188]. - The company actively promotes a stable profit distribution policy, aligning with its profitability and operational needs while ensuring investor returns[189]. - No bonus shares or capital reserve transfers to increase share capital are proposed for this profit distribution[192]. Risk Management and Compliance - The company emphasizes the importance of risk awareness regarding future plans and development strategies, indicating potential discrepancies between forecasts and commitments[4]. - The company has a comprehensive risk management strategy outlined in the report, addressing potential operational risks[4]. - The company faced uncertainty regarding its ability to continue as a going concern, as indicated by the audit report for the last year[18]. - The company has established strict safety management and quality control systems to mitigate risks associated with hazardous waste handling[119]. - The company is addressing the risk of increased bad debt provisions related to receivables from subsidy funds, which could impact financial results[120]. - The ongoing COVID-19 pandemic poses significant operational risks, with potential adverse impacts on production, logistics, and market expansion[123]. - The company has established a comprehensive internal management and control system to effectively manage organizational, operational, and financial aspects[122]. Environmental Impact and Compliance - The company is classified as a key pollutant discharge unit by the environmental protection department[199]. - The total nitrogen discharge exceeded the limit by 0.19 tons, with a discharge concentration of 2.33 mg/L[199]. - The total biochemical oxygen demand (BOD) discharge exceeded the limit by 2.8 tons, with a discharge concentration of 175.2 mg/L[199]. - The nitrogen oxides discharge exceeded the limit by 0.11 tons, with a discharge concentration of 28.9 mg/m3[199]. - The total particulate matter discharge from the boiler exceeded the limit by 0.14 tons, with a discharge concentration of 5.4 mg/m3[200]. - The total volatile organic compounds (VOCs) discharge exceeded the limit by 2.51 tons, with a discharge concentration of 10.55 mg/m3[200]. - The company is actively monitoring and addressing its environmental impact as part of its operational strategy[199]. - The company aims to improve compliance with environmental standards in future operations[199]. Governance and Management - The company’s financial report has been confirmed for accuracy and completeness by its management team, ensuring reliability for investors[3]. - The company’s board of directors has fully participated in the review of the annual report, reflecting strong governance practices[4]. - The board of directors consists of 9 members, including 3 independent directors, and operates in accordance with legal and regulatory requirements[129]. - The company maintains independence from its controlling shareholders in terms of assets, personnel, and operations, ensuring no conflicts of interest[137]. - The company has established an internal audit system to oversee the effectiveness of internal controls and the accuracy of financial information[136]. - The company emphasizes transparency in information disclosure, ensuring timely and accurate communication with all stakeholders[133]. - The company has a dedicated investor relations management system to facilitate communication and enhance transparency with investors[135]. Research and Development - Research and development (R&D) investment amounted to ¥23,280,319.52 in 2021, representing 4.41% of total revenue, up from 2.75% in 2020[84]. - The number of R&D personnel increased by 43.75% from 48 in 2020 to 69 in 2021, with R&D personnel now accounting for 13.69% of the total workforce[82]. - The company has focused on developing new technologies for recycling and waste management, including automated separation and sorting technologies[82]. - The company aims to enhance its market position through the development of high-efficiency recycling equipment and processes, contributing to sustainable practices in the plastic industry[82]. - The company is investing 50 million RMB in R&D for new technologies aimed at enhancing product efficiency[153]. Strategic Initiatives and Market Position - The company aims to enhance the recycling rate of waste resources, including waste mineral oil, waste electrical and electronic products, and waste plastics, under the national "14th Five-Year Plan" for circular economy development[32]. - The company is positioned to benefit from the growing domestic waste resource utilization market due to policies prohibiting the import of foreign solid waste[28]. - The company aims to become a leading service provider in the "waste-free city" initiative, focusing on the resource utilization of solid waste[66]. - The company intends to acquire Tiger Environmental, which specializes in waste resource utilization, to enter the rapidly growing market of residential waste classification and recycling[110]. - The company will cautiously consider mergers and acquisitions to enhance supplier resources, market share, and optimize the competitive landscape[112].

Financial Performance - The company's revenue for Q3 2021 was ¥134,948,868.52, a decrease of 5.75% compared to the same period last year[3] - Net profit attributable to shareholders was ¥1,165,427.19, down 95.50% year-on-year[3] - The net profit after deducting non-recurring gains and losses was ¥977,328.20, a decrease of 95.37% compared to the previous year[3] - Total operating revenue for Q3 2021 was CNY 339,648,258.58, a slight increase from CNY 339,259,930.92 in Q3 2020, representing a growth of approximately 0.11%[19] - Net profit for Q3 2021 was CNY 30,810,220.63, down from CNY 58,516,811.02 in the same period last year, reflecting a decrease of approximately 47.4%[20] - Basic and diluted earnings per share for Q3 2021 were CNY 0.49, down from CNY 0.93 in Q3 2020, a decrease of about 47.3%[21] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,351,399,741.27, an increase of 42.50% from the end of the previous year[3] - The total assets as of Q3 2021 amounted to CNY 1,351,399,741.27, up from CNY 948,329,596.83, representing a growth of approximately 42.5%[17] - Total liabilities increased to CNY 631,061,101.77 from CNY 497,987,616.84, which is an increase of about 26.7%[17] - The company's total equity attributable to shareholders increased by 59.95% to ¥720,338,639.50 compared to the previous year[3] - The company's equity attributable to shareholders rose to CNY 720,338,639.50 from CNY 450,341,979.99, reflecting an increase of approximately 60%[17] Cash Flow - The company reported a significant increase in cash flow from operating activities, with a net cash flow of ¥20,250,655.64, up 189.20% year-on-year[3] - The net cash flow from operating activities for Q3 2021 was ¥20,250,655.64, a significant improvement compared to a net outflow of ¥22,696,091.28 in Q3 2020[24] - Total cash inflow from financing activities reached ¥400,180,000.00, compared to ¥187,320,000.00 in the same period last year, indicating a 113.0% increase[25] - The net cash flow from investing activities was -¥82,642,927.71, an improvement from -¥108,299,305.33 in Q3 2020[24] - The total cash and cash equivalents at the end of Q3 2021 amounted to ¥320,354,012.80, up from ¥40,055,484.47 at the end of Q3 2020[25] Shareholder Information - The total number of common shareholders at the end of the reporting period is 23,365[8] - The largest shareholder, Tang Weizhong, holds 38.07% of the shares, totaling 31,982,578 shares[8] - The top ten shareholders collectively hold a significant portion of the company's equity, with the top five alone accounting for over 56%[8] - The company has a total of 66,080,294 restricted shares, with the majority set to be released on September 28, 2024[12] - The company is actively managing its shareholder structure, with several shareholders involved in financing and securities trading[9] Research and Development - Research and development expenses rose to ¥14,525,561.30, a 67.40% increase due to the establishment of a new testing center[7] - Research and development expenses rose to CNY 14,525,561.30, compared to CNY 8,677,355.70 in Q3 2020, indicating an increase of about 67.5%[20] Inventory and Receivables - Accounts receivable rose to ¥446,049,420.85 compared to ¥431,603,944.00 at the end of the previous year[15] - Inventory increased to ¥19,870,155.22 from ¥10,042,832.48 year-over-year[15] - Total current assets reached ¥820,981,499.47, up from ¥519,471,092.46[15] - Fixed assets grew significantly to ¥443,780,898.38 from ¥22,632,621.90[15] - The company's fixed assets increased by 1860.80% to ¥443,780,898.38, primarily due to the completion of new factory buildings[6] Operating Costs - Total operating costs increased to CNY 290,199,203.59 from CNY 261,309,739.41, marking a rise of about 11.06% year-over-year[19] Other Financial Information - The company did not undergo an audit for the Q3 2021 report[26] - The company paid ¥41,909,636.09 to employees, an increase from ¥34,865,529.73 in the previous year[24] - The cash outflow for taxes paid was ¥33,737,139.07, up from ¥18,147,607.83 in the same quarter last year[24] - Cash received from sales of goods and services was CNY 336,489,301.51, compared to CNY 284,804,928.30 in the previous year, showing an increase of approximately 18.1%[23] - Deferred income tax assets increased to CNY 39,062,989.45 from CNY 19,473,157.85, representing a growth of about 100.5%[17] - Cash outflow for purchasing goods and services was ¥253,499,192.21, slightly up from ¥251,969,997.50 in Q3 2020[24] - The cash inflow from other operating activities was ¥25,798,666.24, compared to ¥7,306,469.16 in Q3 2020, showing a substantial increase[24]