上海港湾基础建设（集团）股份有限公司 2023 年第三季度报告 证券代码：605598 证券简称：上海港湾 上海港湾基础建设（集团）股份有限公司 2023 年第三季度报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、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。 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）保证季度报告中财务 信息的真实、准确、完整。 第三季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 单位：元 币种：人民币 | 项目 | 本报告期 | 本报告期比 上年同期增 | | 年初至报告期 末比上年同期 | | --- | --- | --- | --- | --- | | | | 减变动幅度 | 年初至报告期末 | 增减变动幅度 | | | | (%) | | (%) | | 营业收入 | 334,785,954.19 | 83.38% | ...

证券代码：605598 证券简称：上海港湾 公告编号：2023-066 上海港湾基础建设（集团）股份有限公司 关于变更注册资本工商登记完成的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 上海港湾基础建设（集团）股份有限公司（以下简称"公司"）于第二届董 事会第二十四次会议及 2023 年第二次临时股东大会审议通过《关于变更公司注 册资本、修订<公司章程>并办理工商变更登记的议案》，且公司股东大会授权公 司管理层办理后续工商变更登记、章程备案等相关事宜，具体情况详见公司分别 于 2023 年 8 月 29 日和 9 月 16 日在上海证券交易所网站（www.sse.com.cn）及 指定信息披露媒体上披露的《上海港湾基础建设（集团）股份有限公司关于变更 公司注册资本、修订<公司章程>并办理工商变更登记的公告》（公告编号：2023- 062）和《上海港湾基础建设（集团）股份有限公司 2023 年第二次临时股东大会 决议公告》（公告编号：2023-065）。 近日，公司完成了上述事项的工商变更登记及《公司章程》备案手续，并取 ...

二〇二三年九月 北京市朝阳区金和东路 20 号院正大中心 3 号南塔 22-31 层 邮编：100020 22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing l00020, P.R. China 电话/Tel : +86 10 5957 2288 传真/Fax : +86 10 6568 1022/1838 www.zhonglun.com 北京市中伦律师事务所 关于上海港湾基础建设（集团）股份有限公司 2023 年第二次临时股东大会的 法律意见书 北京市中伦律师事务所 1 法律意见书 关于上海港湾基础建设（集团）股份有限公司 2023 年第二次临时股东大会的 法律意见书 致：上海港湾基础建设（集团）股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《证券法》"）、中国证券监督管理委员会发布的 《上市公司股东大会规则》（以下简称"《股东大会规则》"）的规定，北京市 中伦律师事务所（以下简称"本所"）接受上海港湾基础建设（集团）股份有限 ...

证券代码：605598 证券简称：上海港湾 公告编号：2023-065 上海港湾基础建设（集团）股份有限公司 2023 年第二次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由董事会召集，采用现场投票与网络投票相结合的方式进行表决， 现场会议由公司董事长徐士龙先生主持，符合《公司法》和《公司章程》等有关 规定。 (一) 股东大会召开的时间：2023 年 9 月 15 日 (二) 股东大会召开的地点：上海市静安区江场路 1228 弄 6A 栋 5 楼 9 号会议 室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 二、 议案审议情况 审议结果：通过 (二) 涉及重大事项，5%以下股东的表决情况 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 7 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 176, ...

证券代码:605598 证券简称:上海港湾 上海港湾基础建设(集团)股份有限公司 投资者关系活动记录表 上海港湾基础建设(集团)股份有限公司于近期以线上和线下的方式与投 资者、券商分析师等就 2023 年上半年生产经营情况进行交流,现将投资者关系 活动的主要情况汇总发布如下: | --- | --- | |--------------|------------| | 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 | 投资者关系 活动类别 2023 年 8 月 29 日 | --- | |---------------------------| | 【华泰证券-上海港湾】2023 | | 2023 年 8 月 29 日 | | 【中信证券-上海港湾】2023 | | 2023 年 8 月 30 日 | | 【广发证券-上海港湾】2023 | | 2023 年 8 月 31 日 | | 【申万宏源-上海港湾】2023 | | 2023 年 8 月 31 日 | | 【上海证券-上海港湾】2023 | | 2023 年 9 月 4 日 ...

2023 年 9 月 上海港湾基础建设（集团）股份有限公司 2023 年第二次临时股东大会会议资料 2023 年第二次临时股东大会会议资料 会议资料目录 | 上海港湾基础建设（集团）股份有限公司股东大会会议须知 1 | | --- | | 2023 年第二次临时股东大会会议议程 3 | | 关于变更公司注册资本、修订《公司章程》并办理工商变更登记的议案 4 | 1 2023 年第二次临时股东大会会议资料 上海港湾基础建设（集团）股份有限公司股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 会议的顺利进行，公司根据有关法律法规和《上市公司股东大会规则》《上海港 湾基础建设（集团）股份有限公司章程》（以下简称"《公司章程》"）等文件要求， 特制定本须知。 一、董事会应以维护全体股东的合法权益、确保股东大会正常秩序和议事效 率为原则，认真履行《公司章程》中规定的职责。 二、参加本次会议的股东为截至本次股东大会股权登记日收市后在中国证券 登记结算有限责任公司上海分公司登记在册的公司股东，并可以以书面形式委托 代理人出席会议和参加表决。为保证股东大会的正常秩序，除出席会议的股东、 股 ...

2023 年半年度报告 公司代码：605598 公司简称：上海港湾 上海港湾基础建设（集团）股份有限公司 2023 年半年度报告 1 / 152 2023 年半年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、 完整性，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。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人徐士龙、主管会计工作负责人 Vivienne Zhang 及会计机构负责人（会计主管人 员）王雯烨声明：保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 不适用 六、 前瞻性陈述的风险声明 √适用 □不适用 本报告存在一些基于对未来政策和经济走势的主观假设和判断而做出的预见性陈述，受诸多 可变因素影响，实际结果或趋势可能会与这些预见性陈述出现差异。 本报告中所涉及的未来计划、发展战略等前瞻性描述不构成公司对投资者的实质性承诺，敬 请投资者予以关注。 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实性、准确性和完整性 否 ...

Financial Performance - Revenue for the first half of 2023 reached RMB 566.298 million, a 38% increase compared to the same period last year[21] - Net profit attributable to shareholders decreased by 5.84% to RMB 106.091 million in H1 2023[21] - Operating cash flow decreased by 60.82% to RMB 55.454 million in H1 2023[21] - Basic earnings per share decreased by 5.84% to RMB 0.61 in H1 2023[22] - Weighted average return on equity decreased by 1.24 percentage points to 6.46% in H1 2023[22] - Net profit decline was attributed to project settlements and upfront investments[23] - Earnings per share decline was due to the decrease in net profit attributable to shareholders[23] - Total operating revenue increased by 38.00% to 5,662.98 million yuan compared to the same period last year[43] - Operating costs rose by 66.73% to 3,663.95 million yuan due to increased revenue and higher upfront project costs[44] - Net cash flow from operating activities decreased by 60.82% to 554.54 million yuan, indicating higher operational expenditures[43] - Net cash flow from investing activities surged by 182.98% to 987.42 million yuan, driven by strategic investments[43] - Revenue for the first half of 2023 increased to RMB 258,265,398.17, up 23.6% from RMB 208,894,345.35 in the same period last year[134] - Operating profit for the first half of 2023 decreased to RMB 73,508,099.80, down 33.7% from RMB 110,956,756.15 in the same period last year[135] - Net profit for the first half of 2023 decreased to RMB 65,193,553.70, down 31.3% from RMB 94,897,062.03 in the same period last year[135] - Basic earnings per share for the first half of 2023 decreased to RMB 0.38, down 30.9% from RMB 0.55 in the same period last year[135] - Cash flow from operating activities for the first half of 2023 decreased to RMB 55,454,167.43, down 60.8% from RMB 141,546,469.29 in the same period last year[137] - Sales revenue from goods and services for the first half of 2023 increased to RMB 545,593,705.35, up 14.3% from RMB 477,493,052.89 in the same period last year[137] - Total comprehensive income for the first half of 2023 decreased to RMB 66,797,147.47, down 30.6% from RMB 96,256,421.23 in the same period last year[135] - Research and development expenses for the first half of 2023 increased to RMB 10,933,639.12, up 20.0% from RMB 9,113,176.41 in the same period last year[134] - Foreign exchange translation difference for the first half of 2023 increased to RMB 50,005,385.28, up 673.5% from RMB 6,464,599.12 in the same period last year[132] - Total cash outflow from operating activities for the first half of 2023 increased to RMB 504,913,820.32, up 40.9% from RMB 358,413,219.71 in the same period last year[137] - Investment activities generated a net cash flow of RMB 98,741,799.53, compared to a net outflow of RMB 118,995,072.17 in the same period last year[138] - Cash and cash equivalents increased by RMB 159,500,387.38, reaching a total of RMB 641,625,683.68 at the end of the period[138] - Operating activities generated a net cash flow of RMB 86,921,582.29, a decrease from RMB 117,812,700.43 in the previous year[140] - Investment activities cash inflow totaled RMB 829,545,420.23, with a net cash flow of RMB 110,099,266.10[140] - Cash and cash equivalents increased by RMB 172,418,486.90, reaching RMB 380,056,285.66 at the end of the period[141] - Total comprehensive income for the first half of 2023 reached RMB 66,797,147.47, reflecting strong financial performance[159] - Owner's equity increased by RMB 25,137,006.53 during the first half of 2023, driven by capital injections and retained earnings[159] - Retained earnings grew by RMB 49,502,821.68, supported by a net profit contribution of RMB 65,193,553.70[159] - Capital reserves decreased by RMB 10,452,168.57 due to adjustments in equity instruments and other factors[159] - Total owner's equity at the end of the first half of 2023 stood at RMB 1,021,757,056.23, up from RMB 996,620,049.70 at the beginning of the period[159] - In the first half of 2022, total comprehensive income was RMB 96,256,421.23, with retained earnings contributing RMB 94,897,062.03[160] - Owner's equity in the first half of 2022 increased by RMB 89,811,214.81, primarily due to comprehensive income and capital adjustments[160] Assets and Liabilities - Total assets increased by 11.39% to RMB 2.069 billion as of June 30, 2023[21] - Monetary funds increased by 35.17% to 712.673 million yuan, accounting for 34.44% of total assets[46] - Trading financial assets decreased by 35.66% to 205.002 million yuan, accounting for 9.91% of total assets[46] - Inventory increased by 30.41% to 59.899 million yuan, accounting for 2.89% of total assets[46] - Overseas assets amounted to 994.2063 million yuan, accounting for 48.05% of total assets[49] - Total assets increased to RMB 2,069,124,309.91 as of June 30, 2023, up from RMB 1,857,511,707.53 at the end of 2022[122] - Cash and cash equivalents rose to RMB 712,673,130.82, a 35.2% increase compared to RMB 527,231,240.92 at the end of 2022[122] - Contract assets grew significantly to RMB 394,248,037.58, a 45.1% increase from RMB 271,802,697.85 at the end of 2022[122] - Total liabilities increased to RMB 390,229,513.13, up from RMB 293,052,769.45 at the end of 2022[124] - Shareholders' equity rose to RMB 1,678,894,796.78, a 7.3% increase compared to RMB 1,564,458,938.08 at the end of 2022[124] - Accounts receivable decreased slightly to RMB 335,202,073.27, down from RMB 348,047,358.31 at the end of 2022[122] - Inventory increased to RMB 59,899,654.58, a 30.4% rise compared to RMB 45,930,819.88 at the end of 2022[122] - Fixed assets grew to RMB 269,393,207.97, up from RMB 261,318,650.68 at the end of 2022[122] - Short-term investments (trading financial assets) decreased to RMB 205,002,383.56, down from RMB 318,646,413.58 at the end of 2022[122] - Accounts payable increased to RMB 243,572,734.31, a 17.1% rise compared to RMB 208,047,255.11 at the end of 2022[123] - Total assets increased to 1,253,712,374.41 RMB, up from 1,187,233,721.80 RMB in the previous period[127] - Total liabilities increased to 231,955,318.18 RMB, up from 190,613,672.10 RMB in the previous period[128] - Fixed assets increased to 61,259,025.72 RMB, up from 51,959,145.94 RMB in the previous period[127] - Accounts payable increased to 152,654,683.52 RMB, up from 135,589,179.38 RMB in the previous period[127] - Total owner's equity at the beginning of the period was RMB 1,564,458,938.08, with a net increase of RMB 114,435,858.70 during the period[144] - Total comprehensive income for the period reached 156,095,999.64[145] - Owner's capital contributions amounted to 17,774,900.00[145] - Profit distribution to owners (or shareholders) was (15,690,732.02)[147] - Special reserves for the period were 1,128,643.35[149] - Other comprehensive income for the period was (32,904,565.24)[149] - Total owner's equity at the end of the period was 1,678,894,796.78[149] - Capital reserve at the end of the period was 696,306,300.28[149] - Undistributed profits at the end of the period were 585,232,316.00[149] - Total owner's equity at the beginning of the period was 1,404,607,953.20[149] - Special reserves used during the period were 612,998.17[149] - The company's beginning balance for the current period is RMB 172,743,467.0, with a total comprehensive income of RMB 119,135,686.65[151] - The company's total comprehensive income for the period increased by RMB 112,690,480.23, driven by a rise in comprehensive income of RMB 112,671,087.5[151] - The company allocated RMB 6,218,764.81 for profit distribution, including RMB 6,218,764.81 for owner (or shareholder) distributions[153] - The company's ending balance for the period is RMB 1,517,298,433.4, reflecting a significant increase from the beginning balance[155] - The company's equity changes include a decrease of RMB 226,441.61 in special reserves, with RMB 16,858.49 extracted and RMB 243,300.10 used during the period[155] - Total share capital as of June 30, 2023, is RMB 173,873,467, with a total of 173,873,467 shares[162] - The company's total equity at the end of the period is RMB 967,529,764.18, with a capital reserve of RMB 691,045,487.92[161] - The company allocated RMB 6,218,764.81 for profit distribution to shareholders[161] - The company's total assets include a capital reserve of RMB 691,045,487.92 and a surplus reserve of RMB 3,127,852.73[161] - The company's total liabilities include a provision for special reserves of RMB 226,441.61[161] - The company's total equity includes a retained earnings balance of RMB 1,495,931.33[161] - The company's total equity includes a non-controlling interest of RMB 102,141,679.23[161] - The company's total equity includes a capital reserve of RMB 691,045,487.92[161] - The company's total equity includes a surplus reserve of RMB 3,127,852.73[161] - The company's total equity includes a retained earnings balance of RMB 1,495,931.33[161] Market and Business Expansion - The company's revenue growth was driven by increased overseas orders, particularly in "Belt and Road" markets[22] - The company signed 18 new projects in H1 2023, with a total contract value of RMB 666.0673 million, a 28.9% year-on-year increase, including RMB 487.2439 million from overseas markets[34] - The company has completed over 100 large and medium-sized geotechnical engineering projects globally, including Singapore Changi Airport and Dubai Palm Island[34] - The company's overseas market accounted for 73.1% of new contracts in H1 2023, with RMB 487.2439 million in new orders[34] - The company has expanded its operations to 15 countries, establishing itself as a multinational enterprise group[34] - Domestic revenue reached 2,131.788 million yuan, showing overall growth in the domestic market[40] - Overseas revenue achieved 3,537.668 million yuan, driven by the "Belt and Road" initiative and market expansion[40] - The company secured new orders in Thailand, Indonesia, Vietnam, Dubai, Saudi Arabia, and Bangladesh, optimizing its global market layout[40] - The company plans to deepen its presence in Southeast Asia, the Middle East, and explore new markets in Latin America in the second half of 2023[42] Research and Development - R&D expenses grew by 19.98% to 109.34 million yuan, reflecting the company's focus on technological innovation[43] - Research and development expenses increased to 10,933,639.12 RMB, up from 9,113,176.41 RMB in the same period last year[130] - Research and development expenses for the first half of 2023 increased to RMB 10,933,639.12, up 20.0% from RMB 9,113,176.41 in the same period last year[134] Corporate Governance and Shareholder Information - The company approved the 2023 Restricted Stock Incentive Plan (Draft) and its summary at the 2023 First Extraordinary General Meeting[63] - The company approved the 2023 Employee Stock Ownership Plan (Draft) and its summary at the 2023 First Extraordinary General Meeting[63] - The company approved the 2022 Annual Report and its summary at the 2022 Annual General Meeting[65] - The company approved the 2022 Financial Final Report at the 2022 Annual General Meeting[65] - The company approved the 2022 Profit Distribution and Capital Reserve to Share Capital Plan at the 2022 Annual General Meeting[65] - The company approved the 2023 Annual Guarantee Quota for Subsidiaries at the 2022 Annual General Meeting[65] - The company approved the 2023 Comprehensive Credit Line Application at the 2022 Annual General Meeting[65] - The company elected Li Jian and Liu Liangliang as new Supervisors at the 2023 First Extraordinary General Meeting[67] - The company did not propose any profit distribution or capital reserve to share capital plan for the first half of 2023[68] - The company disclosed the 2023 Restricted Stock Incentive Plan (Draft) and related documents on March 21, 2023[68] - The company completed the initial registration of the restricted stock incentive plan on June 26, 2023[69] - The company held the second board of directors' 23rd interim meeting and the second board of supervisors' 20th interim meeting on June 30, 2023, to approve the granting of restricted stocks to deferred incentive objects and the reserved portion of the incentive plan[69] - The company adjusted the list and quantity of the initial incentive objects for the 2023 restricted stock incentive plan on May 16, 2023[69] - The company held the 2023 first extraordinary general meeting on April 13, 2023, and approved the 2023 restricted stock incentive plan and related proposals[69] - The company internally publicized the list of initial incentive objects for the 2023 restricted stock incentive plan from March 25 to April 3, 2023, with no objections received[69] - The company successfully transferred 2,192,000 shares at a price of 15.73 yuan per share to the "2023 Employee Stock Ownership Plan" account on June 29, 2023[70] - The company issued 1,130,000 restricted shares to 12 incentive recipients, increasing the total share capital to 173,873,467 shares[101] - The company's total share capital increased to 175,543,467 shares after granting 1,670,000 restricted shares to 6 incentive recipients[102] - The company implemented a 2022 annual equity distribution, issuing a cash dividend of RMB 0.8938 per 10 shares and a capital reserve transfer of 4 shares per 10 shares, increasing the total share capital to 245,760,841 shares[103] - The company's earnings per share (EPS) decreased from RMB 0.61 to RMB 0.43 after the equity distribution[103] - The company's net asset value per share decreased from RMB 9.56 to RMB 6.83 after the equity distribution[103] - The company's total number of ordinary shareholders at the end of the reporting period was 7,155[106] - Shanghai Longwan Investment Holding Co., Ltd. held 120,000,000 shares, accounting for 69.02% of the total shares, all of which were restricted shares[108] - Ningbo Longwan Venture Capital Partnership holds 5,954,400 shares, representing 3.42% of the total shares[109] - China Agricultural Bank - Zhongyou Core Growth Mixed Securities Investment Fund holds 4,000,000 shares, representing 2.30% of the total shares[109] - Fan Zukang holds 2,531,500 shares, representing 1.46% of the total shares[109] - Hou Lijuan holds 2,255,400 shares, representing 1.30% of the total shares[109] - Li Xiudong holds 2,216,800 shares, representing 1.27% of the total shares[109] - Shanghai Harbor Infrastructure Construction (Group) Co., Ltd. - 2023 Employee Stock Ownership Plan holds 2,192,000 shares, representing 1.26% of the total shares[109] - China Bank - GF Small and Medium Cap Select Mixed Securities Investment Fund holds 1,878,500 shares, representing 1.08% of the total shares[109] - China Agricultural Bank - Zhongyou Core Preferred Mixed Securities Investment Fund holds 1,800,000 shares, representing

Revenue and Profit Performance - Revenue for the first half of 2023 reached RMB 566.298 million, a 38% increase compared to the same period last year[21] - Net profit attributable to shareholders decreased by 5.84% to RMB 106.091 million in H1 2023[21] - Basic earnings per share (EPS) decreased by 5.84% to RMB 0.61 in H1 2023[22] - Net profit decline was mainly due to project settlements and upfront investments[23] - Revenue for the first half of 2023 increased to RMB 258,265,398.17, up 23.6% from RMB 208,894,345.35 in the same period last year[135] - Net profit for the first half of 2023 decreased to RMB 65,193,553.70, down 31.3% from RMB 94,897,062.03 in the same period last year[136] - Basic earnings per share (EPS) for the first half of 2023 decreased to RMB 0.38, down 30.9% from RMB 0.55 in the same period last year[136] - Total comprehensive income for the first half of 2023 decreased to RMB 66,797,147.47, down 30.6% from RMB 96,256,421.23 in the same period last year[136] - Operating revenue for the first half of 2023 reached 566,298,004.56 RMB, a significant increase from 410,374,111.88 RMB in the same period last year[131] - Net profit for the first half of 2023 was 106,090,614.36 RMB, slightly down from 112,671,087.53 RMB in the same period last year[132] Cash Flow and Financial Position - Operating cash flow decreased by 60.82% to RMB 55.454 million in H1 2023[21] - Net cash flow from operating activities decreased by 60.82% to 554.5416743 million yuan[43] - Net cash flow from investing activities significantly improved by 182.98% to 987.4179953 million yuan[43] - Operating cash flow for the first half of 2023 decreased to RMB 55,454,167.43, down 60.8% from RMB 141,546,469.29 in the same period last year[138] - Total cash outflow for operating activities for the first half of 2023 increased to RMB 504,913,820.32, up 40.9% from RMB 358,413,219.71 in the same period last year[138] - Investment activities generated a net cash flow of RMB 98,741,799.53, compared to a net outflow of RMB -118,995,072.17 in the same period last year[139] - Cash and cash equivalents increased by RMB 159,500,387.38, reaching a total of RMB 641,625,683.68 at the end of the period[139] - Operating activities generated a net cash flow of RMB 86,921,582.29, a decrease from RMB 117,812,700.43 in the previous year[141] - Investment activities cash inflow totaled RMB 829,545,420.23, with a net cash flow of RMB 110,099,266.10[141] - Cash and cash equivalents increased by RMB 172,418,486.90, reaching RMB 380,056,285.66 at the end of the period[142] - Total assets increased by 11.39% to RMB 2.069 billion as of June 30, 2023[21] - Total assets increased to RMB 2,069,124,309.91 as of June 30, 2023, up from RMB 1,857,511,707.53 at the end of 2022[123] - Cash and cash equivalents rose to RMB 712,673,130.82, a significant increase from RMB 527,231,240.92 at the end of 2022[123] - Contract assets grew to RMB 394,248,037.58, up from RMB 271,802,697.85 at the end of 2022[123] - Total liabilities increased to RMB 390,229,513.13, compared to RMB 293,052,769.45 at the end of 2022[125] - Shareholders' equity increased to RMB 1,678,894,796.78, up from RMB 1,564,458,938.08 at the end of 2022[125] - Accounts receivable decreased slightly to RMB 335,202,073.27 from RMB 348,047,358.31 at the end of 2022[123] - Inventory increased to RMB 59,899,654.58, up from RMB 45,930,819.88 at the end of 2022[123] - Fixed assets grew to RMB 269,393,207.97, compared to RMB 261,318,650.68 at the end of 2022[124] - Short-term borrowings remained at RMB 0, indicating no short-term debt obligations[124] - Long-term borrowings increased slightly to RMB 976,128.42 from RMB 910,860.27 at the end of 2022[124] - Total assets increased to 1,253,712,374.41 RMB, up from 1,187,233,721.80 RMB in the previous period[128] - Total liabilities increased to 231,955,318.18 RMB, up from 190,613,672.10 RMB in the previous period[129] - Total equity attributable to shareholders increased to 1,021,757,056.23 RMB, up from 996,620,049.70 RMB in the previous period[129] - Fixed assets increased to 61,259,025.72 RMB, up from 51,959,145.94 RMB in the previous period[128] - Accounts payable increased to 152,654,683.52 RMB, up from 135,589,179.38 RMB in the previous period[128] Overseas and Domestic Market Performance - The company attributed revenue growth to increased overseas orders, particularly in "Belt and Road" markets[22] - Overseas markets contributed RMB 487.2439 million in new contracts, while domestic markets accounted for RMB 178.8234 million[34] - Domestic revenue reached 2.131788 billion yuan, showing overall growth in the domestic market[40] - Overseas revenue achieved 3.537668 billion yuan, with new orders from Thailand, Indonesia, Vietnam, Dubai, Saudi Arabia, and Bangladesh[40] - The company continues to expand its presence in the "Belt and Road" markets, leveraging 15 years of overseas development experience[36] - 50.3% of China's overseas engineering contracts in H1 2023 were from Belt and Road countries, totaling RMB 330.1 billion[32] - In H1 2023, China's overseas contracted engineering business completed RMB 490.1 billion in revenue, up 7% YoY, with new contracts worth RMB 655.98 billion[32] Research and Development - R&D expenses grew by 19.98% to 109.3363912 million yuan, reflecting the company's focus on technological innovation[43] - Research and development expenses increased to 10,933,639.12 RMB, up from 9,113,176.41 RMB in the same period last year[131] - Research and development expenses for the first half of 2023 increased to RMB 10,933,639.12, up 20.0% from RMB 9,113,176.41 in the same period last year[135] - R&D expenses increased due to higher investment in research and development[45] Operational Costs and Expenses - Operating costs rose by 66.73% to 3.6639510184 billion yuan due to increased revenue and higher initial project costs[44] - Operating costs for the first half of 2023 were 448,828,877.29 RMB, up from 284,029,707.73 RMB in the same period last year[131] - Management expenses increased due to business growth[45] - Financial expenses were affected by exchange rate fluctuations, resulting in foreign exchange gains/losses[45] - Net cash flow from operating activities decreased due to increased cost expenditures[45] - Net cash flow from investing activities increased due to the redemption of bank wealth management products purchased with temporarily idle funds[45] - Net cash flow from financing activities increased due to a decrease in letter of credit guarantee payments compared to the previous period[45] Shareholder and Equity Information - The company approved the 2023 Restricted Stock Incentive Plan (Draft) and its summary during the 2023 First Extraordinary General Meeting[63] - The company approved the 2023 Employee Stock Ownership Plan (Draft) and its summary during the 2023 First Extraordinary General Meeting[63] - The company approved the 2022 Annual Report and Summary during the 2022 Annual General Meeting[66] - The company approved the 2022 Financial Final Report during the 2022 Annual General Meeting[66] - The company approved the 2022 Annual Profit Distribution and Capital Reserve to Share Capital Plan during the 2022 Annual General Meeting[66] - The company elected Li Jian and Liu Liangliang as new supervisors during the 2023 First Extraordinary General Meeting[68] - The company disclosed the 2023 Restricted Stock Incentive Plan (Draft) and related documents on March 21, 2023[69] - The company did not propose any profit distribution or capital reserve to share capital plan for the first half of 2023[69] - The company completed the initial registration of the 2023 restricted stock incentive plan on June 26, 2023[70] - The company held the second board of directors' 23rd interim meeting and the second board of supervisors' 20th interim meeting on June 30, 2023, to approve the granting of restricted stocks to deferred incentive objects and the reserved portion of the 2023 restricted stock incentive plan[70] - The company adjusted the list of initial incentive objects and the number of grants for the 2023 restricted stock incentive plan on May 16, 2023[70] - The company held the 2023 first extraordinary general meeting on April 13, 2023, and approved the 2023 restricted stock incentive plan (draft) and its summary proposal[70] - The company internally publicized the list of initial incentive objects for the 2023 restricted stock incentive plan from March 25 to April 3, 2023, with no objections received[70] - The company completed the non-trading transfer of 2,192,000 shares to the "2023 Employee Stock Ownership Plan" at a transfer price of 15.73 yuan per share on June 29, 2023[71] - The company held the first holder meeting of the 2023 Employee Stock Ownership Plan on May 11, 2023, and passed resolutions related to the establishment of a management committee and authorization of related matters[71] - The company held the 2023 First Extraordinary General Meeting of Shareholders on April 13, 2023, and approved the 2023 Employee Stock Ownership Plan and related management measures[71] - The company held the 19th interim meeting of the second board of directors and the 16th interim meeting of the second board of supervisors on March 21, 2023, and approved the 2023 Employee Stock Ownership Plan and related matters[71] - The company issued 1,130,000 restricted shares to 12 incentive recipients, increasing the total share capital to 173,873,467 shares[102] - The company's total share capital increased to 175,543,467 shares after granting 1,670,000 restricted shares to 6 incentive recipients[103] - The company implemented a 2022 annual equity distribution, increasing the total share capital to 245,760,841 shares after a capital reserve transfer of 4 shares for every 10 shares[104] - The company's earnings per share (EPS) decreased from 0.61 to 0.43 after the equity distribution[104] - The company's net asset value per share decreased from 9.56 to 6.83 after the equity distribution[104] - The company's core management and key personnel (12 individuals) were granted 1,130,000 restricted shares under the equity incentive plan[106] - The total number of ordinary shareholders at the end of the reporting period was 7,155[107] - Ningbo Longwan Venture Capital Partnership holds 5,954,400 shares, representing 3.42% of the total shares[110] - China Agricultural Bank - Zhongyou Core Growth Mixed Securities Investment Fund holds 4,000,000 shares, representing 2.30% of the total shares[110] - Fan Zukang holds 2,531,500 shares, representing 1.46% of the total shares[110] - Hou Lijuan holds 2,255,400 shares, representing 1.30% of the total shares[110] - Li Xiudong holds 2,216,800 shares, representing 1.27% of the total shares[110] - Shanghai Harbor Infrastructure Construction (Group) Co., Ltd. - 2023 Employee Stock Ownership Plan holds 2,192,000 shares, representing 1.26% of the total shares[110] - China Bank - GF Small and Medium Cap Select Mixed Securities Investment Fund holds 1,878,500 shares, representing 1.08% of the total shares[110] - China Agricultural Bank - Zhongyou Core Preferred Mixed Securities Investment Fund holds 1,800,000 shares, representing 1.04% of the total shares[110] - Ouyang Zhenyu holds 1,637,600 shares, representing 0.94% of the total shares[111] - Shanghai Longwan Investment Holding Co., Ltd. holds 120,000,000 restricted shares, which will be tradable starting from September 17, 2024[113] - Total share capital as of June 30, 2023, is RMB 173,873,467, with a total of 173,873,467 shares[163] - The company's total equity at the end of the period is RMB 967,529,764.18, with a net loss of RMB 3,024,654.03[162] - The company allocated RMB 6,218,764.81 for profit distribution to shareholders[162] - Special reserves for the period amounted to RMB 226,441.61, with usage of RMB 243,300.10[162] Industry and Market Trends - In H1 2023, China's construction industry added value reached RMB 3.7 trillion, up 7.7% YoY, accounting for 6.24% of GDP[30] - National infrastructure investment grew by 7.2% YoY in H1 2023, contributing 1.5 percentage points to overall investment growth[31] - In H1 2023, China's overseas contracted engineering business completed RMB 490.1 billion in revenue, up 7% YoY, with new contracts worth RMB 655.98 billion[32] - 50.3% of China's overseas engineering contracts in H1 2023 were from Belt and Road countries, totaling RMB 330.1 billion[32] Corporate Governance and Compliance - Longwan Holdings, Xu Shilong, and Xu Wang commit to avoiding competition with the company by not producing or developing competing products or businesses[79] - Longwan Holdings, Xu Shilong, and Xu Wang pledge to resolve any potential competition by ceasing production or transferring competing businesses to unrelated third parties[80] - Longwan Holdings, Xu Shilong, and Xu Wang agree to minimize and avoid related-party transactions, ensuring fair pricing and compliance with legal and regulatory requirements[80] - Longwan Holdings commits to not transferring or managing its shares for 36 months post-IPO, with additional restrictions on share price and lock-up period extensions[81] - Xu Shilong and Xu Wang agree to similar share lock-up terms as Longwan Holdings, with additional restrictions during their tenure and post-resignation periods[82] - Lan Ruixue and Liu Jian commit to not transferring shares for 12 months post-IPO, with annual transfer limits of 25% of their holdings during their tenure[83] - Wang Yiqian agrees to the same 12-month share lock-up and transfer restrictions as Lan Ruixue and Liu Jian[85] - The company has committed to stabilizing its stock price within three years of its IPO by repurchasing shares if the closing price remains below the audited net asset value per share for 20 consecutive trading days[86] - If the company fails to implement stock price stabilization measures, it will publicly explain the reasons and may withhold cash dividends until the measures are fulfilled[87] - Directors and senior management are obligated to vote in favor of share repurchase resolutions and may have their salaries or dividends withheld if they fail to fulfill stabilization obligations[88] - The company has not provided any financial assistance, including loans or guarantees, for the acquisition of restricted shares under the 2023 Restricted Stock Incentive Plan[88] - No non-operational fund occupation by controlling shareholders or related parties was reported during the period[89] - No significant litigation or arbitration cases were reported during the period[90] - The company disclosed expected daily related-party transactions for 2023 in a December 2022 announcement[90] - The company provided a RMB 35 million guarantee for its subsidiary Shanghai Longwan Trading Co., Ltd. to secure a credit line from HSBC Bank[95] - The total guarantee amount for subsidiaries at the end of the reporting period was RMB 61.7028 million, accounting for 3.68% of the company's net assets[95] - The company provided guarantees totaling RMB 38.372 million for entities with a debt-to-asset ratio exceeding 70%[95] - The company provided a guarantee of up to RMB 30 million (or equivalent foreign currency) for its subsidiary Geoharbour Construction Co., Ltd., with a guarantee period not exceeding 36 months[96] - As of June 30, 2023, the outstanding performance guarantee issued by CITIC Bank Shanghai Hongqiao Branch was USD 3,228,808.25, equivalent to RMB 23,330,772.62[96] - The outstanding advance payment guarantee issued by BIDV Bank Vietnam through Bank of China Hongkou Branch was VND 11,000,000,000, equivalent to RMB 3,372,029.78[96] Financial Instruments and Accounting Policies - The company classifies financial assets into three categories: at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss, based on business models and contractual cash flow characteristics[180] - Financial liabilities are initially classified as either at fair value through profit or loss or at amortized cost[181] - The

上海港湾基础建设（集团）股份有限公司章程 上海港湾基础建设（集团）股份有限公司 章程 2023 年 8 月 | | | | 第一章 | 总则 1 | | --- | --- | | 第二章 | 经营宗旨和范围 2 | | 第三章 | 股份 2 | | 第一节 | 股份发行 2 | | 第二节 | 股份增减和回购 3 | | 第三节 | 股份转让 4 | | 第四章 | 股东和股东大会 5 | | 第一节 | 股东 5 | | 第二节 | 股东大会的一般规定 7 | | 第三节 | 股东大会的召集 11 | | 第四节 | 股东大会的提案与通知 12 | | 第五节 | 股东大会的召开 13 | | 第六节 | 股东大会的表决和决议 16 | | 第五章 | 董事会 20 | | 第一节 | 董事 20 | | 第二节 | 董事会 23 | | 第三节 | 独立董事 27 | | 第四节 | 董事会秘书 30 | | 第六章 | 总经理及其他高级管理人员 31 | | 第七章 | 监事会 33 | | 第一节 | 监事 33 | | 第二节 | 监事会 34 | | 第八章 | 财务会计制度、利润分配和审计 3 ...