关于北京金隅集团股份有限公司2024年年度股东大会的 法律意见书 观意字 2025BJ001206 号 致：北京金隅集团股份有限公司 北京观韬律师事务所（以下简称"本所"）受北京金隅集团股份有限公司（以 下简称"公司"）委托，指派本所律师出席公司 2024 年年度股东大会（以下简称 "本次股东大会"），并依据《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》、《上市公司股东会规则》（以下简称"《规则》"）以及 公司现行有效的《公司章程》的有关规定，指派律师对公司于 2025 年 5 月 23 日 召开的公司 2024 年年度股东大会（以下简称"本次股东大会"）进行见证，出具 本法律意见书。 为出具本法律意见书，本所律师查询了公司在信息披露媒体上刊登的相关公 告，核查了公司提供的有关本次股东大会的文件，听取了公司就有关事实的陈述 和说明，列席了本次股东大会。公司已经向本所律师提供了本所律师认为出具本 法律意见书所必需的、真实、准确、完整的原始书面材料、副本材料或者口头证 言，并无任何隐瞒、虚假、误导或重大遗漏之处；公司保证提供的正本与副本一 致、原件与复印件一致；公司保证所提供的文件 ...

证券代码：601992 证券简称：金隅集团 公告编号：2025-028 北京金隅集团股份有限公司 2024年年度股东大会决议公告 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 (一)股东大会召开的时间：2025 年 5 月 23 日 (二)股东大会召开的地点：中国北京市东城区北三环东路 36 号环球贸易中心 D 座 22 层第六会议室 (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： | 1、出席会议的股东和代理人人数 | 569 | | --- | --- | | 其中：A 股股东人数 | 568 | | 境外上市外资股股东人数（H 股） | 1 | | 2、出席会议的股东所持有表决权的股份总数（股） | 5,555,696,267 | | 其中：A 股股东持有股份总数 | 5,355,758,844 | | 境外上市外资股股东持有股份总数（H 股） | 199,937,423 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 52.03048 ...

Group 1 - The event organized by the Beijing Listed Companies Association focused on "Value Management and Value Investment" and included over 60 participants from various sectors [2][3] - The participants visited the Beijing Jinyu Group's facilities, including the Jinyu Smart Manufacturing Park and the Beijing Medical Robot Industry Innovation Center, to understand the company's operational capabilities and innovation services [2][3] - The Secretary-General of the Association emphasized the importance of value management for enhancing company quality, investor relations, and the stability of the capital market [2][3] Group 2 - Jinyu Group introduced its value management strategies, focusing on institutional innovation and practical planning, aiming to establish a long-term value management mechanism by 2025 [3][4] - The company outlined four paths for value management: value creation, value growth, value transmission, and value maintenance, along with six specific measures to enhance operational efficiency and communication [3][4] - Participants shared their experiences and challenges in value management, highlighting the significance of institutional reform and practical planning for sustainable development [4][5] Group 3 - The event concluded with a summary from the Secretary-General, who expressed gratitude to all participants and emphasized the need for continuous communication and promotion of advanced value management practices among listed companies [5] - The Association aims to strengthen awareness of value management and encourage companies to explore suitable paths for their development, contributing to the healthy growth of the capital market [5]

Core Viewpoint - The company is focusing on enhancing its governance structure, operational efficiency, and financial performance while navigating challenges in the construction and real estate sectors. Group 1: Governance and Operational Structure - The company has established a solid governance framework that complies with various regulatory requirements, ensuring effective execution and supervision of its operations [6][4][3] - The board of directors is composed of diverse members with varied backgrounds, enhancing decision-making quality and internal checks [6][7] - The board and its committees have held numerous meetings to discuss and approve key operational plans and reports, demonstrating a commitment to structured governance [7][4] Group 2: Financial Performance - The company reported a total revenue of 109.75 billion yuan in 2024, reflecting a year-on-year increase of 2.5%, while the total profit reached 460 million yuan, up 51.8% [29][21] - However, the net profit was a loss of 1.53 billion yuan, a decrease of 19.2% compared to the previous year, indicating challenges in profitability [29][21] - The company’s total assets were valued at 264 billion yuan, with a debt ratio of 65.11%, showing a stable financial position despite a slight decrease in total assets [29][21] Group 3: Strategic Development and Future Plans - The company aims to achieve a revenue target of 100 billion yuan by 2025, focusing on high-quality development and innovation [11][12] - The strategic plan includes enhancing the core business in construction materials, expanding market reach, and improving operational efficiency [11][12] - The company is committed to green and low-carbon development, aligning with national policies on carbon neutrality and energy optimization [10][12] Group 4: Shareholder Returns and Profit Distribution - The company has proposed a shareholder return plan for 2024-2026, aiming for a minimum cash dividend of 0.05 yuan per share, with total cash dividends not less than 30% of the audited net profit [30][33] - The proposed profit distribution for 2024 includes a cash dividend of 0.5 yuan per 10 shares, totaling approximately 53.39 million yuan [36][35] - The company emphasizes maintaining a stable and continuous profit distribution policy to enhance shareholder value [31][33] Group 5: Risk Management and Challenges - The company faces challenges from declining demand in the construction and real estate sectors, necessitating a shift in operational strategies [21][16] - It is essential for the company to adapt to changing market conditions and consumer preferences while managing financial risks effectively [16][21] - The company plans to enhance its risk management framework to mitigate potential impacts from external economic fluctuations [16][21]

北京金隅集团股份有限公司 2024 年年度股东大会 会议文件 二〇二五年五月 股东大会会议文件 北京金隅集团股份有限公司 2024 年年度股东大会会议议程 会议时间：2025 年 5 月 23 日(星期五)14:00 会议地点：环球贸易中心 D 座 22 层第六会议室 会议议程： 1.主持人宣布会议开始，提议计票人和监票人 2.审议关于公司 2024 年度报告、报告摘要及业绩公告的议案 3.审议关于公司董事会 2024 年度工作报告的议案 8.审议关于公司 2024 年度审计费用及聘任公司 2025 年度财务报告及内部 控制审计机构的议案 9.审议关于公司执行董事 2024 年度薪酬的议案 10.审议关于公司发行股份之一般授权的议案 11.审议关于公司 2025 年度担保计划的议案 12.审议关于公司 2025 年度新增财务资助额度预计的议案 13.审议关于公司符合发行公司债券条件的议案 14.审议关于公司发行公司债券的议案 4.审议关于公司监事会 2024 年度工作报告的议案 5.审议关于公司 2024 年度财务决算报告的议案 6.审议关于公司《未来三年(2024 年-2026 年)股东回报规划》的议案 7 ...

Core Viewpoint - The financial performance of Beijing Jinyu Group Co., Ltd. for the year 2024 shows significant losses, with a reported revenue of 110.71 billion yuan and a net profit attributable to shareholders of -0.555 billion yuan, indicating a deterioration compared to the previous year [2][4]. Financial Performance Summary - The company achieved an operating income of 110.71 billion yuan in 2024, with a net profit attributable to shareholders of -0.555 billion yuan and a net cash flow from operating activities of -5.316 billion yuan [2][4]. - In comparison, the previous year's net profit was 0.025 billion yuan, with a net cash flow from operating activities of 7.141 billion yuan [2][4]. - The new green building materials segment generated a revenue of 78.265 billion yuan, while the real estate development and operation segment contributed 32.737 billion yuan [2][4]. Non-Recurring Gains and Losses - The net amount of non-recurring gains and losses attributable to shareholders was 2.304 billion yuan, significantly impacting performance, primarily due to non-current asset disposal gains of 1.169 billion yuan and fair value changes of financial assets and liabilities of 0.633 billion yuan [2][4]. Audit Findings - The audit firm, Ernst & Young Huaming, issued an unqualified audit opinion on the financial statements, confirming compliance with accounting standards [1][5]. - The audit procedures included verifying cash flow from operating activities, investment activities, and financing activities to ensure accurate representation in the financial statements [4][5]. Accounting Estimates and Changes - The company plans to change the depreciation period for machinery and equipment from 15 years to a range of 5-20 years, which is expected to increase profits by 0.36 billion yuan, 0.41 billion yuan, and 0.49 billion yuan for the years 2022, 2023, and 2024 respectively [10][11]. - The total book value of machinery and equipment as of the end of 2024 was 36.379 billion yuan, with a book value of 16.709 billion yuan [10][11]. Commodity Trading Business - The company reported revenue of 41.124 billion yuan from its commodity trading business, reflecting a year-on-year increase of 4.84%, although the gross margin was only 0.31%, down by 2.57 percentage points from the previous year [13][14]. - The audit confirmed that the revenue recognition for the commodity trading business was in accordance with accounting standards [16][21]. Real Estate Projects - The company reported a gain of 0.676 billion yuan from fair value changes in investment properties, with a book value of 45.050 billion yuan at the end of the reporting period [21][22]. - The company also reported a significant increase in inventory impairment provisions, totaling 0.753 billion yuan for the period [21][24].

Financial Performance - The company's operating revenue for Q1 2025 was CNY 16.87 billion, an increase of 31.42% compared to CNY 12.83 billion in the same period last year[4]. - The net profit attributable to shareholders was a loss of CNY 1.23 billion, an improvement of 5.65% from a loss of CNY 1.31 billion in the previous year[4]. - The company reported a total comprehensive loss of ¥2.15 billion in Q1 2025, compared to a loss of ¥2.09 billion in Q1 2024[19]. - Net profit for Q1 2025 reached CNY 334.79 million, a significant recovery from a net loss of CNY 29.85 million in Q1 2024[28]. - The company achieved an operating profit of CNY 435.24 million in Q1 2025, a turnaround from an operating loss of CNY 32.10 million in Q1 2024[28]. - The company reported a 31% increase in operating income, primarily driven by growth in the green building materials and real estate sectors[7]. Cash Flow and Liquidity - The net cash flow from operating activities was a negative CNY 5.43 billion, a decline of 10.39% compared to negative CNY 4.92 billion last year[4]. - Cash flow from operating activities showed a net outflow of ¥5.43 billion in Q1 2025, compared to a net outflow of ¥4.92 billion in Q1 2024[21]. - Cash flow from investing activities resulted in a net outflow of ¥2.09 billion in Q1 2025, compared to a net outflow of ¥1.24 billion in Q1 2024[22]. - Cash flow from financing activities generated a net inflow of ¥6.70 billion in Q1 2025, down from ¥7.60 billion in Q1 2024[22]. - The company's cash and cash equivalents decreased to RMB 17.22 billion from RMB 18.29 billion, a decline of about 5.8%[15]. - The ending cash and cash equivalents balance for Q1 2025 was ¥14.06 billion, down from ¥15.18 billion in Q1 2024[22]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 266.57 billion, reflecting a slight increase of 0.97% from CNY 263.99 billion at the end of the previous year[4]. - The total liabilities of the company were RMB 178.16 billion, compared to RMB 171.88 billion, representing an increase of approximately 3.8%[16]. - Total liabilities increased to CNY 94.15 billion as of March 31, 2025, up from CNY 89.43 billion at the end of 2024, marking an increase of approximately 5.5%[25]. - The company's current assets totaled RMB 136.17 billion, up from RMB 133.20 billion, indicating a growth of about 2.2%[15]. - The company's accounts receivable rose to RMB 12.19 billion, up from RMB 10.59 billion, marking an increase of approximately 15.2%[15]. - Total assets increased to CNY 160.15 billion as of March 31, 2025, up from CNY 156.87 billion at the end of 2024, representing a growth of approximately 2%[24]. Shareholder Information - The equity attributable to shareholders decreased by 4.36% to CNY 70.50 billion from CNY 73.72 billion at the end of the previous year[4]. - The company reported a total equity of RMB 88.41 billion, down from RMB 92.12 billion, reflecting a decrease of about 4.0%[16]. - The controlling shareholder, Beijing Guoguan, has increased its stake in the company by acquiring 35,308,366 shares for a total amount of RMB 46.08 million as of March 31, 2025[13]. - The total number of ordinary shareholders at the end of the reporting period was 110,647[11]. - The company plans to continue its share buyback program as part of its strategy to enhance shareholder value[12]. Expenses and Costs - Total operating costs increased to ¥19.36 billion in Q1 2025, up 26.0% from ¥15.36 billion in Q1 2024[18]. - Research and development expenses rose to ¥150.45 million in Q1 2025, up 13.5% from ¥133.09 million in Q1 2024[18]. - Research and development expenses increased to CNY 8.45 million in Q1 2025, compared to CNY 5.07 million in Q1 2024, reflecting a rise of approximately 66%[27]. - The company’s financial expenses in Q1 2025 were CNY 69.84 million, significantly reduced from CNY 138.40 million in Q1 2024, indicating a decrease of approximately 49.6%[27]. Tax and Regulatory - The company experienced a 1545% increase in business taxes and surcharges, mainly due to tax refunds related to land appreciation tax from real estate projects[7]. - Non-recurring gains and losses totaled CNY 298.72 million, after accounting for tax impacts and minority interests[8]. Strategic Initiatives - The company has optimized its asset allocation, resulting in a 43% increase in trading financial assets[7]. - The company has ongoing investments in new technologies and market expansion initiatives, although specific figures were not disclosed in the call[12]. - The company is focused on maintaining its financial stability while exploring potential mergers and acquisitions to drive growth[12].

Financial Performance - The company reported operating revenue of approximately RMB 16,866.52 million, representing a year-on-year increase of 31.42% compared to RMB 12,833.61 million in the same period last year[6]. - The net loss attributable to shareholders was approximately RMB 1,234.60 million, a decrease in loss of 5.65% from RMB 1,308.58 million in the previous year[6]. - The company experienced a 31% increase in operating income, primarily due to growth in the green building materials and real estate sectors[12]. - Total operating revenue for Q1 2025 reached ¥16.87 billion, a 31.7% increase from ¥12.83 billion in Q1 2024[27]. - Net loss for Q1 2025 was ¥2.13 billion, compared to a net loss of ¥2.08 billion in Q1 2024, reflecting a slight increase in losses[28]. - The company reported a total profit of -¥1.96 billion for Q1 2025, compared to -¥1.99 billion in Q1 2024[28]. Cash Flow - The net cash flow from operating activities was negative at RMB 5,430.79 million, worsening by 10.39% compared to RMB 4,919.45 million in the same period last year[6]. - In Q1 2025, cash inflow from operating activities was CNY 20.20 billion, an increase of 15.4% compared to CNY 17.54 billion in Q1 2024[35]. - The net cash flow from operating activities in Q1 2025 was -CNY 5.43 billion, worsening from -CNY 4.92 billion in Q1 2024[35]. - Cash inflow from investment activities in Q1 2025 totaled CNY 1.05 billion, up from CNY 461.97 million in Q1 2024[36]. - The net cash flow from investment activities was -CNY 2.09 billion in Q1 2025, compared to -CNY 1.24 billion in Q1 2024[36]. - Cash inflow from financing activities in Q1 2025 was CNY 22.35 billion, down from CNY 26.25 billion in Q1 2024[36]. - The net cash flow from financing activities was CNY 6.70 billion in Q1 2025, compared to CNY 7.60 billion in Q1 2024[36]. - The total cash and cash equivalents at the end of Q1 2025 were CNY 14.06 billion, a decrease from CNY 15.18 billion at the end of Q1 2024[36]. Assets and Liabilities - Total assets at the end of the reporting period were RMB 266,567.77 million, an increase of 0.97% from RMB 263,995.72 million at the end of the previous year[6]. - The equity attributable to shareholders decreased by 4.36% to RMB 70,502.15 million from RMB 73,717.50 million at the end of the previous year[6]. - Current liabilities decreased to CNY 92.84 billion from CNY 96.78 billion, a reduction of about 4.0%[20]. - Non-current liabilities rose to CNY 85.32 billion from CNY 75.10 billion, an increase of approximately 13.5%[20]. - The company reported a total liability of CNY 178.16 billion, up from CNY 171.88 billion, reflecting an increase of about 3.8%[20]. - The total equity of the company decreased to CNY 88.41 billion from CNY 92.12 billion, a decline of approximately 4.0%[21]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 110,647[13]. - The largest shareholder, Beijing State-owned Capital Operation Management Co., Ltd., holds 4,832,665,938 shares, accounting for 45.26% of the total shares[13]. - The company has reported no changes in the participation of major shareholders in financing and securities lending activities[14]. Operational Costs and Income - Operating costs increased by 29%, attributed to the rise in revenue[12]. - The company reported a significant increase of 1,545% in business taxes and additional charges, mainly due to tax refunds related to land appreciation tax from real estate projects[12]. - Other income rose by 56%, largely due to an increase in government subsidies recognized during the reporting period[12]. - The company’s cash outflow for purchasing goods and services in Q1 2025 was CNY 21.85 billion, compared to CNY 14.32 billion in Q1 2024, indicating increased operational costs[35]. Investment Activities - The company’s investment activities generated a net cash flow decrease of 68%, reflecting increased investment expenditures during the reporting period[12]. - The company plans to increase its shareholding through centralized bidding, with an initial purchase of 6,682,600 shares for RMB 8,525,554 on August 23, 2024[15]. - As of March 31, 2025, the total non-current assets amount to RMB 139,123,123,000.00, showing a slight increase from the previous period[19]. - The company has a plan to continue increasing its shareholding over the next 12 months, with a total of 35,308,366 shares purchased so far[15].

金隅集团（601992）公告，2025年第一季度营收为168.67亿元，同比增长31.42%；净亏损12.35亿元， 去年同期净亏损13.09亿元。 ...

Core Viewpoint - Beijing Jinyu Group Co., Ltd. has maintained an "AAA" credit rating with a stable outlook, indicating strong financial health and creditworthiness [1] Group 1: Credit Rating and Financial Health - The credit rating agency Dagong International has confirmed the "AAA" rating for Beijing Jinyu Group and its related debt instruments, with a stable outlook [1] - The company's diversified business operations enhance its overall risk resistance, with a strong brand presence and market share in the cement sector in North China [1] - Despite the strong rating, the company is expected to face a larger net profit loss in 2024, with long-aged receivables and potential inventory devaluation risks [1] Group 2: Company Background and Ownership Structure - Beijing Jinyu Group was established on December 22, 2005, and has undergone multiple capital increases and equity adjustments [2] - The company went public on the Hong Kong Stock Exchange in July 2009 and on the Shanghai Stock Exchange in March 2011 [2] - As of the end of 2024, the company has a registered capital of 10.678 billion yuan, with Beijing State-owned Capital Operation Management Co., Ltd. holding 45.26% of the shares as the controlling shareholder [2]