山东黄金矿业股份有限公司 2023 年年度股东大会 会议资料 二○二四年六月六日 山东黄金矿业股份有限公司股东大会会议资料 | | | | | | 股东大会须知 3 | | | --- | --- | --- | --- | | | | 股东大会议程 5 | | | 2023 | | 年度董事会工作报告 7 | | | 2023 | | 年度监事会工作报告 17 | | | 2023 | | 年度独立董事述职报告 25 | | | 2023 | | 年度财务决算报告 26 | | | 2024 | | 年度财务预算报告 32 | | | 2023 | | 年年度报告及摘要 35 | | | 2023 | | 年度利润分配方案 36 | | | 关于续聘 | | | 2024 年度审计机构的议案 38 | | 关于 | 2023 | 年度内部控制评价报告的议案 43 | | | 关于 | 2023 | 环境·社会与治理（ESG）暨社会责任报告的议案 44 | | | 关于 | 2023 | 年度募集资金存放与使用情况的专项报告的议案 45 | | | 关于 | 2024 | 年度公司为香港子公司提供年度担保额度 ...

I. 法定/註冊股本變動 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2024年4月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 山東黃金礦業股份有限公司 呈交日期: 2024年5月6日 | 1. 股份分類 | 普通股 | 股份類別 | H | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 | 01787 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 858,986,178 | RMB | | 1 RMB | | 858,986,178 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 858,986,178 | RMB | | 1 RMB | | 858,986,178 | | 2. 股份分類 | 普通股 | 股份類別 | A | | 於香港聯交所上 ...

Investment Rating - The investment rating for Shandong Gold (600547) is not explicitly stated in the provided documents, but the report indicates a positive outlook based on performance metrics and growth potential. Core Views - The company has shown significant growth in both production and profitability, with a 2023 revenue of 59.3 billion yuan, an 18% increase year-on-year, and a net profit of 2.3 billion yuan, up 87% year-on-year [2] - The first quarter of 2024 saw a revenue of 18.96 billion yuan, a 5.6% increase quarter-on-quarter and a 45% increase year-on-year, with a net profit of 700 million yuan, reflecting a 29% decrease quarter-on-quarter but a 59% increase year-on-year [2] - The company is focusing on cost reduction and efficiency improvement, with a decrease in expense ratios across various categories in Q1 2024 [2] - The company is entering a rapid growth phase through both organic growth and acquisitions, with plans to maintain a gold production of no less than 47 tons in 2024 [2] Summary by Sections Financial Performance - In 2023, the company achieved total revenue of 59.3 billion yuan, with a year-on-year growth rate of 18% and a net profit of 2.3 billion yuan, marking an 87% increase [2] - The projected net profits for 2024 to 2026 are 3.95 billion yuan, 4.91 billion yuan, and 6.21 billion yuan respectively, with corresponding P/E ratios of 34, 27, and 22 [3] Production Metrics - In 2023, the company produced 41.8 tons of gold, an 8% increase year-on-year, with a production cost of 230.38 yuan per gram, up 3.7% [2] - The first quarter of 2024 saw a gold production of 11.91 tons, a 27% increase year-on-year, while the overall production remained stable [2] Cost Management - The company has implemented measures to optimize mining methods and improve ore grades, resulting in a 0.06 grams per ton increase in ore grade to 1.29 grams per ton in 2023 [2] - The expense management has improved, with reductions in sales, management, R&D, and financial expense ratios in Q1 2024 [2] Growth Strategy - The company is pursuing both internal growth and external acquisitions, with ongoing resource integration in key mining areas and plans for future production increases [2]

4月 26日，公司披露24年一季报，1Q24 实现营收189.57 亿元， 环比+5.60%，同比+44.73%；归母净利7.00 亿元，环比-28.77%， 同比+59.48%；扣非归母净利 7.10 亿元，环比-23.98%，同比 +61.53%。 Q1 金价上涨，黄金产量稳定。1Q24 上海黄金交易所 9995 黄金均 价 489.62 元/克，环比+4.05%，同期公司自产金产量 11.91 吨， 环比-1.32%，考虑到 Q1 银泰黄金矿产金产量 1.98 吨，剔除银泰 黄金后公司矿山 Q1产量为 9.93 吨。Q1 公司外购金产量19.90 吨， 环比+64.39%，小金条产量7.15 吨，环比-24.24%。Q1公司营收环 比+5.60%至189.57 亿元，营业成本环比+12.67%至 161.96 亿元， 毛利润环比-22.81%至 27.61 亿元，所得税费用环比+187.85%至 3.16 亿元，主因子公司盈利增长计提所得税增加，归母净利润环 人民币(元) 成交金额(百万元) 比-28.77%至 7.00 亿元。 35.00 2,500 32.00 2,000 深化费用管理，提升利润空间 ...

公司研 究 证 券研究 报 告 黄金 2024年04月27日 山 东黄金（600547）2024年一季报点评 强 推 （维持） 目标价：41.06元 量价齐升叠加降本增效，Q1 业绩大幅增长 当前价：29.99元 事项： 华创证券研究所  4月26日，公司发布2024年一季报，公司实现营业收入189.57亿元，同比增 证券分析师：马金龙 长44.73%；归母净利润7亿元，同比增长59.48%；扣非归母净利润7.1亿元， 同比增长61.53%；经营活动现金净流量17.34亿元，同比增长185.93%。 邮箱：majinlong@hcyjs.com 执业编号：S0360522120003 评论： 证券分析师：刘岗 邮箱：liugang@hcyjs.com  金价上行叠加银泰并表加持，Q1业绩大幅增长。2024年第一季度，国内黄金 执业编 号：S0360522120002 均价为489元/克，同比增长16.3%，环比增长3.9%，公司积极生产，自产金 和外购金产量稳步增长。24 年一季度，公司自产金产量 11.91 吨，同比增长 公司基本数据 26.89%，考虑银泰黄金一季度矿产金产量 1.98 吨，则山金体系 ...

Financial Performance - The company's operating revenue for Q1 2024 reached ¥1,895,727,097.61, representing a 44.73% increase compared to the same period last year[6]. - Net profit attributable to shareholders was ¥699,890,621.07, marking a 59.48% year-over-year growth[6]. - The net cash flow from operating activities was ¥1,734,404,533.56, reflecting a significant increase of 185.93% year-over-year[6]. - Basic and diluted earnings per share were both ¥0.13, an increase of 85.71% compared to the previous year[6]. - Net profit for Q1 2024 was ¥1,055,609,970.74, up from ¥504,088,750.27 in Q1 2023, reflecting a growth of approximately 109.5%[38]. - The total comprehensive income for Q1 2024 was CNY 1,120,152,501.24, compared to CNY 417,430,969.11 in Q1 2023, indicating a significant increase of approximately 168.5%[40]. Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥142,909,311,407.78, a 6.17% increase from the end of the previous year[7]. - The total assets amounted to ¥142,909,311,407.78, compared to ¥134,599,262,003.25 in the previous year, showing an increase of about 6.5%[33]. - Total liabilities increased to ¥88,658,018,125.30 from ¥81,339,858,283.85, marking a rise of approximately 9.5%[32]. - The total liabilities amounted to CNY 46,703,043,469.78, with current liabilities totaling CNY 17,791,413,412.12, an increase from CNY 15,981,295,462.70 in the previous year[60][61]. Cash Flow - The net cash flow from financing activities increased by 137.54%, driven by higher bank borrowings and gold leasing activities[16]. - Cash inflows from operating activities totaled CNY 32,118,104,047.03 in Q1 2024, compared to CNY 18,996,571,506.61 in Q1 2023, marking an increase of approximately 69.5%[45]. - The net cash flow from operating activities for Q1 2024 was CNY 1,734,404,533.56, compared to CNY 606,589,376.42 in Q1 2023, representing a growth of approximately 185.5%[51]. - The net cash flow from financing activities for Q1 2024 was CNY 5,253,249,664.91, compared to CNY 2,223,686,109.91 in Q1 2023, indicating an increase of approximately 136.5%[52]. - The company reported a total cash outflow from operating activities of 6,584,851,325.61 RMB in Q1 2024, compared to 7,291,915,052.71 RMB in Q1 2023, indicating a reduction in cash outflow[66]. Research and Development - The company reported a 40.49% increase in R&D expenses, indicating a focus on innovation and development[13]. - Research and development expenses for Q1 2024 were ¥94,528,426.40, compared to ¥67,283,777.37 in Q1 2023, indicating an increase of about 40.5%[36]. - Research and development expenses for Q1 2024 were CNY 26,583,539.11, compared to CNY 18,828,478.15 in Q1 2023, reflecting a year-over-year increase of 41.5%[63]. Shareholder Information - The total number of shares held by Shandong Gold Group Co., Ltd. is 1,694,069,251, accounting for approximately 37.87% of the total share capital[21]. - The company completed a share transfer of 12,535,622 unrestricted shares at a price of ¥23.022 per share, affecting the shareholding structure[21]. - The total equity attributable to shareholders was ¥33,829,368,371.00, up from ¥33,084,950,645.55, representing an increase of approximately 2.2%[33]. - The company's total equity amounted to CNY 31,878,569,554.78, slightly up from CNY 31,834,271,311.21 in the previous year[61]. Inventory and Production - The company's self-produced gold output reached 11,908.11 kg, representing a year-on-year increase of 26.89%[23]. - The purchased gold output was 19,902.58 kg, showing a year-on-year increase of 40.50%[23]. - The total inventory as of March 31, 2024, was ¥8,684,282,694.44, compared to ¥8,848,047,161.20 as of December 31, 2023[25].

Financial Performance - The company's revenue for 2023 reached RMB 59,275,275, an increase from RMB 50,305,754 in 2022, representing a growth of approximately 17.5%[4] - Gross profit for the year was RMB 8,627,679, up from RMB 6,167,432 in the previous year, indicating a growth of about 39.9%[5] - The net profit attributable to shareholders was RMB 2,267,383, compared to RMB 1,193,433 in 2022, reflecting an increase of approximately 90%[8] - The company reported a basic and diluted earnings per share of RMB 0.40, up from RMB 0.19 in 2022, which is an increase of approximately 110.5%[9] - The company's revenue increased by 17.83% to approximately RMB 59,275.28 million for the year ended December 31, 2023, compared to RMB 50,305.75 million in 2022, driven by higher sales volume and prices of self-produced and purchased gold[27] - Gross profit rose by 39.89% to approximately RMB 8,627.68 million, up from RMB 6,167.43 million in the previous year, primarily due to increased gross profit from self-produced gold sales[27] - The pre-tax profit reached RMB 3,488 million, an increase of RMB 1,586 million or 83.39% year-on-year[35] - The cost of sales increased by 14.75% to RMB 50,647.60 million from RMB 44,138.32 million, primarily due to rising costs of self-produced and purchased gold[44] Assets and Liabilities - Total assets increased to RMB 135,018,841 in 2023 from RMB 91,291,330 in 2022, marking a growth of about 47.8%[10] - The total liabilities increased to RMB 81,721,127 in 2023 from RMB 54,475,408 in 2022, reflecting a growth of approximately 50.2%[10] - As of December 31, 2023, the group's cash reserves were approximately RMB 18,667.13 million, with short-term borrowings of approximately RMB 27,932.63 million[28] - The group's cash and bank balances increased from approximately RMB 7,753.48 million on December 31, 2022, to approximately RMB 8,352.90 million on December 31, 2023[29] - Trade receivables and other receivables increased by 14.28% from approximately RMB 4,683.6 million to approximately RMB 5,352.32 million[30] - Deferred tax assets rose by 98.17% from approximately RMB 364.71 million to approximately RMB 722.74 million, primarily due to the acquisition of Yintai Gold[30] - Property, plant, and equipment increased by 36% from approximately RMB 37,028.4 million to approximately RMB 50,357.96 million, mainly due to the acquisition of Yintai Gold[30] - Total borrowings increased by 119.23% from approximately RMB 23,328.94 million to approximately RMB 51,143.97 million, attributed to increased investments and financing[31] Production and Operations - The company's gold production reached 41.78 tons in 2023, accounting for approximately 14.06% of the total gold production from domestic mining enterprises[20] - The company's total gold production in 2023 included 375.155 tons of raw gold, a year-on-year increase of 0.84%[20] - The average grade of raw ore in underground mines improved by 2.17% year-on-year to 1.88 grams per ton, while the mining loss rate decreased by 0.36 percentage points to 4.82%[15] - The company completed exploration engineering of 480,000 meters and invested RMB 570 million in exploration, resulting in an additional gold metal amount of 36.6 tons[36] - The company aims for a gold production of no less than 47 tons in 2024, based on current economic and market conditions[127] - The company is accelerating the construction of world-class gold resource industrial bases, with key projects like the San Shan Island and Jiao Jia gold mines being prioritized[127] - The company is focusing on technological innovation in key areas such as deep drilling and resource recycling, targeting breakthrough results[128] Research and Development - Research and development expenses for the year were RMB 487,195, an increase from RMB 399,567 in 2022, indicating a focus on innovation and technology[5] - Research and development investment increased by 25.99% year-on-year in 2023, with 259 patent applications filed and 173 patents granted[16] - Research and development (R&D) expenses for the current period amounted to RMB 478.2 million, an increase from RMB 399.6 million in the previous year, reflecting a growth of approximately 19.7%[99] - The number of R&D personnel increased to 1,952, up from 1,887, maintaining a stable proportion of 11.09% of the total workforce[99] Market and Industry Position - The international spot gold price peaked at $2,146 per ounce in 2023, with a year-end closing price of $2,062, reflecting a 13% increase from the previous year[18] - Domestic gold consumption in China rose by 8.78% year-on-year to 1,089.69 tons, with gold jewelry consumption increasing by 7.97%[18] - The total gold trading volume on the Shanghai Gold Exchange increased by 7.09% year-on-year, reaching 41,500 tons, while the trading value rose by 22.31% to RMB 18.57 trillion[19] - The company maintained its leading position in the domestic gold industry, with 10 mines producing over 1 ton of gold each in 2023[20] - The company ranked seventh in gold production among listed gold companies in China for 2022, with Yintai Gold achieving a high gross margin[23] Environmental and Safety Initiatives - The company’s green mining initiatives were recognized, with all green mines passing the 2023 annual verification[17] - The company completed safety special investments of RMB 891 million, ensuring stable safety production throughout the year[38] - Environmental protection investments totaled RMB 154 million, with all green mines passing annual inspections[38] - The company is committed to increasing resource reserves through intensified geological exploration and acquisition of mining rights in key mineral belts[127] - The company is implementing strict safety and environmental measures to enhance mining safety and promote green development[128] Strategic Acquisitions and Investments - The company has successfully acquired mining rights for the Yintai Gold and Daqiao Gold mines, enhancing its gold resource reserves and production capacity[14] - The company successfully completed the acquisition of control over Yintai Gold and secured mining rights for the Daqiao Gold Mine, significantly enhancing its resource reserves[22] - The company has made long-term equity investments in Yintai Gold, with a total investment amount of RMB 1,259.67 million, completing the share transfer registration in July 2023[116] - The company plans to acquire the exploration rights of Xiling Gold Mine for a total consideration of RMB 1,033,424.87 million, which was approved in the shareholders' meeting on March 7, 2024[165] Governance and Management - The board of directors consists of 8 members, including 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors[101] - The company has a strong management team with extensive experience in the mining and finance sectors, enhancing its operational capabilities[103][104] - The company emphasizes compliance and corporate governance, with joint company secretaries including Tang Qi and Wu Xiuwai, who have over 20 years of experience[112] - The independent non-executive directors have confirmed that there were no violations of the non-competition commitment during the reporting period[137] Compliance and Risk Management - The company is focused on sustainable development and compliance with new mining regulations issued in 2023[54] - The company has established a comprehensive risk management system to mitigate various risks, emphasizing a "standardized and stable" approach[129] - The company aims to enhance safety management by implementing measures such as signing safety responsibility agreements and improving mining safety technology[130] - Environmental management risks are addressed through strengthening ecological awareness and enhancing pollution prevention measures, with a focus on reducing pollutant emissions[131] Community and Social Responsibility - Total charitable and other donations made by the company during the reporting period were approximately RMB 2.25 million[186] - The company maintains good relationships with customers and suppliers, focusing on providing high-quality gold products and optimizing procurement processes[185] - The company is committed to environmental policies, promoting green mining and sustainable development initiatives[185]

Financial Performance - The company's operating revenue for Q1 2024 reached ¥18,957,270,097.61, representing a year-on-year increase of 44.73%[4] - Net profit attributable to shareholders was ¥699,890,621.07, reflecting a growth of 59.48% compared to the same period last year[4] - Basic and diluted earnings per share both stood at ¥0.13, marking an increase of 85.71% year-on-year[4] - The company's operating profit for Q1 2024 was CNY 1.39 billion, compared to CNY 666.39 million in Q1 2023, representing a significant increase of 108.7%[24] - The total comprehensive income for Q1 2024 was CNY 1.12 billion, compared to CNY 417.43 million in Q1 2023, an increase of 168.5%[22] - The net profit attributable to shareholders of the parent company for Q1 2024 was CNY 699.89 million, an increase of 59.4% compared to CNY 438.87 million in Q1 2023[22] - The company's net profit for Q1 2024 reached CNY 78,823,686.57, a significant increase from CNY 17,411,301.70 in Q1 2023, representing a growth of approximately 352.5%[31] - Operating profit for Q1 2024 was CNY 88,272,313.38, compared to CNY 31,642,227.49 in the same period last year, indicating an increase of about 178.5%[31] Cash Flow - The net cash flow from operating activities increased significantly by 185.93%, amounting to ¥1,734,404,533.56[4] - The net cash flow from operating activities for Q1 2024 was CNY 1.73 billion, compared to CNY 606.59 million in Q1 2023, indicating a growth of 185.5%[24] - The total cash inflow from operating activities was CNY 6,325,580,466.40, down from CNY 7,187,907,098.09 in Q1 2023, a decrease of about 12%[33] - The net cash flow from operating activities was negative at CNY -259,270,859.21, compared to CNY -104,007,954.62 in Q1 2023, indicating a worsening cash flow situation[33] - Cash flow from financing activities generated a net inflow of CNY 4,396,159,615.97, up from CNY 2,170,059,735.85 in Q1 2023, representing an increase of approximately 102%[34] Assets and Liabilities - Total assets at the end of the reporting period were ¥142,909,311,407.78, up 6.17% from the end of the previous year[5] - Total assets amounted to CNY 142,909,311,407.78, an increase from CNY 134,599,262,003.25, marking a growth of 6.5%[18] - Total liabilities rose to CNY 88,658,018,125.30 from CNY 81,339,858,283.85, reflecting an increase of 9.5%[18] - Non-current liabilities increased to CNY 34,828,559,044.75 from CNY 31,880,412,613.49, showing a growth of 9.1%[18] - The company's equity attributable to shareholders rose to ¥33,829,368,371.00, a 2.25% increase from the previous year-end[5] - The company's total equity reached CNY 31,878,569,554.78, slightly up from CNY 31,834,271,311.21 at the end of 2023[28] Research and Development - Research and development expenses increased by 40.49%, indicating a focus on innovation and new product development[8] - The company is focusing on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[19] - Research and development expenses increased to CNY 94.53 million in Q1 2024, up from CNY 67.28 million in Q1 2023, marking an increase of 40.5%[24] - Research and development expenses rose to CNY 26,583,539.11 in Q1 2024, up from CNY 18,828,478.15 in Q1 2023, reflecting a growth of approximately 41.4%[31] Shareholder Information - The total number of common shareholders at the end of the reporting period is 118,937[11] - Shandong Gold Group Co., Ltd. holds 1,694,069,251 shares, accounting for 37.87% of the total share capital[12] - The company has pledged 130,000,000 shares as collateral for a bond issuance[12] - Hong Kong Central Clearing Limited (H shares) holds 858,806,092 shares, accounting for 19.20% of the total share capital[12] - The total share capital remains unchanged after the share transfer, with the new shareholder holding 0.28% of the total share capital[12] Production and Inventory - The company's self-produced gold output is 11,908.11 kg, representing a year-on-year increase of 26.89%[14] - The purchased gold output is 19,902.58 kg, showing a year-on-year increase of 40.50%[14] - The small gold bar output is 7,148.15 kg, reflecting a year-on-year decrease of 10.90%[14] - The company's inventory increased to CNY 34,254,093.23 from CNY 24,403,248.12 in the previous year, reflecting a growth of 40.3%[26] - Inventory decreased slightly to CNY 8,684,282,694.44 from CNY 8,848,047,161.20, indicating a reduction of 1.9%[16]

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、准确性和完整性依法承担法律责任。 证券代码：600547 证券简称：山东黄金 编号：临 2024-045 山东黄金矿业股份有限公司 关于为香港全资子公司融资提供担保的公告 重要内容提示： 被担保人名称：山东黄金矿业（香港）有限公司（以下简称"香港公司"）。 本次担保金额及已实际为其提供的担保余额：山东黄金矿业股份有限公 司（以下简称"公司"）于2023年度向香港公司提供总额不超过180,000.00万美 元的担保。公司拟分别与招商永隆银行有限公司（以下简称"招商永隆"）、中 国农业银行股份有限公司香港分行（以下简称"农行香港分行"）、中国建设银 行（亚洲）股份有限公司（以下简称"建银亚洲"）签署担保合同，为香港公司 提供的担保金额分别为7,500万美元、5,000万美元、4,900万美元。截止本公告日， 公司累计已实际为其提供的担保余额为130,000.00万美元（折合人民币923,728.00 万元），占公司最近一期经审计归属于上市公司股东净资产的27.92%。 特别风险提示：被担保人香港公司截至2023年 ...

证券代码：600547 证券简称：山东黄金 编号：临 2024-044 根据《公司法》和《公司章程》的相关规定，监事会对公司编制的 2024 年 第一季度报告提出如下审核意见： 1、2024 年第一季度报告的编制和审议程序符合法律法规、《公司章程》和 公司内部管理制度的各项规定； 2、2024 年第一季度报告的内容和格式符合中国证监会和上海证券交易所的 各项规定，所包含的信息能从各个方面真实地反映公司 2024 年一季度的经营管 理和财务状况等事项； 3、在提出本意见前，没有发现参与 2024 年第一季度报告编制和审议的人员 存在违反信息披露相关规定的行为； 山东黄金矿业股份有限公司 第六届监事会第三十六次会议决议公告 本公司监事会及全体监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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 山东黄金矿业股份有限公司（以下简称"公司"）第六届监事会第三十六次会 议于 2024 年 4 月 26 日在山东省济南市历城区经十路 2503 号公司会议室以现场 方式召开。本次会议应参会监事 3 人，实际参会监事 3 人。会议的召开符 ...