2023 年第七次临时股东大会 四川路桥建设集团股份有限公司 四川路桥建设集团股份有限公司 2023 年第七次临时股东大会 会议资料 2023 年 8 月 30 日 1 2023 年第七次临时股东大会 四川路桥建设集团股份有限公司 四川路桥建设集团股份有限公司 2023 年第七次临时股东大会会议议程 | 序号 | 会议议案 | 宣读人 | 页码 | | --- | --- | --- | --- | | 累积投票议案 | | | | | 关于选举董事的议案 1 | | 吴佩耕 | 3 | 各位股东及股东代表： 2 一、 现场会议时间：2023 年 8 月 30 日（星期三）14:30 网络投票时间：通过上海证券交易所交易系统进行网络 投票，时间为 2023 年 8 月 30 日 9:15-9:25，9:30-11:30， 13:00-15:00 二、 现场会议地点：成都市高新区九兴大道 12 号 三、 会议主持：董事长 熊国斌 四、 会议记录：李美慧 五、 会议审议内容 六、 股东表决 七、 股东代表、监事代表及见证律师分别计票和监票 八、 主持人宣读表决结果 九、 律师宣读法律意见书 十、 主持人宣读决议 ...

Financial Performance - The company's operating revenue for 2022 was approximately ¥135.15 billion, representing a year-on-year increase of 31.79% compared to ¥102.55 billion in 2021[21]. - The net profit attributable to shareholders for 2022 was approximately ¥11.21 billion, a 67.31% increase from ¥6.70 billion in 2021[21]. - The net cash flow from operating activities for 2022 was approximately ¥13.39 billion, up 154.88% from ¥5.25 billion in 2021[21]. - The company's total assets reached approximately ¥208.30 billion by the end of 2022, a 33.91% increase from ¥155.55 billion at the end of 2021[21]. - The basic earnings per share for 2022 was ¥1.81, reflecting a 57.39% increase from ¥1.15 in 2021[22]. - The weighted average return on net assets for 2022 was 26.78%, an increase of 2.78 percentage points from 24.00% in 2021[23]. - The gross profit margin improved to 17.05%, up 1.73 percentage points from the previous year[41]. - The engineering construction segment generated a revenue of 114.07 billion RMB, a 32.34% increase year-on-year, achieving a historical high[31]. - The mining and new materials segment saw a revenue increase of 183.67%, reaching RMB 3.91 billion[42]. - The company achieved a revenue of 14.059 billion yuan, an increase of 18.28% year-on-year[33]. Dividend and Share Capital - The company plans to distribute a cash dividend of 9.10 CNY per 10 shares, totaling approximately 5.67 billion CNY, which represents 50.52% of the net profit attributable to shareholders for 2022[4]. - The company intends to increase its share capital by 4 shares for every 10 shares held, resulting in an additional 2.49 billion shares, raising the total share capital to approximately 8.72 billion shares[4]. - The total cash dividend amount for the year was 5,665,125,807.25 RMB, accounting for 50.52% of the net profit attributable to ordinary shareholders[139]. - The company has established a clear cash dividend policy in its articles of association and has adjusted its shareholder return plan for the next three years (2022-2024) to enhance investor returns[136]. Risk Management and Compliance - The company has not reported any significant risk events during the reporting period, indicating a stable operational environment[6]. - The company has received a standard unqualified audit opinion from the accounting firm, ensuring the accuracy and completeness of the financial report[3]. - There are no non-operating fund occupations by controlling shareholders or related parties, ensuring financial integrity[5]. - The company has not faced any violations in decision-making procedures regarding external guarantees[5]. - The company has not reported any significant changes in its operational strategy or market expansion plans in the current report[6]. - The company is committed to enhancing its internal risk control systems and improving project management to mitigate various operational risks[89]. - The governance structure includes a board of directors with independent members, ensuring compliance with legal and regulatory requirements[91]. Strategic Development and Market Position - The company implemented a strategic focus on "engineering construction, mining and new materials, and clean energy," enhancing its operational capabilities and project management efficiency[24]. - The company is expanding its industrial layout by integrating civil engineering with mining and clean energy sectors, aiming for collaborative development across its three main businesses[37]. - The company is actively involved in the national infrastructure construction initiatives, benefiting from policies that support economic stability and growth, with a focus on new infrastructure projects[34]. - The company is expanding into overseas markets, responding to the "Belt and Road" initiative, but faces uncertainties and risks associated with foreign operations[89]. - The company is targeting a new industrial layout centered on "engineering construction, mining and new materials, and clean energy" as part of its strategic development[87]. Acquisitions and Investments - The company completed acquisitions of equity in related firms, strengthening its engineering construction segment during the reporting period[24]. - The company has invested 73.84 billion RMB to acquire 100% of Sichuan Transportation Construction Group Co., Ltd., with the investment classified as long-term equity investment[74]. - The company has established a joint venture with BYD Auto Industry Co., Ltd., holding 70% of the new company with a registered capital of 20 million RMB[73]. - The company has completed the acquisition of the construction group, enhancing its engineering capabilities[33]. - The company has initiated several new projects, including the establishment of Sichuan Shudao New Materials Technology Group Co., Ltd. and Sichuan Shudao Clean Energy Group Co., Ltd., each with a registered capital of 3 billion RMB[73]. Legal and Regulatory Matters - The company faced significant litigation related to a construction financing contract, resulting in a substantial economic loss due to the inability of the other party to deliver land and financing documents on time[189]. - The arbitration case concluded in early 2022, with the company receiving a ruling from the Chongqing Arbitration Commission, which addressed the financial losses incurred[189]. - The company is currently involved in multiple ongoing litigations, with total amounts involved exceeding ¥213.87 million, but these are not expected to have a significant impact on operations[193]. - The company maintains a good credit status, with no significant debts or court judgments pending against it during the reporting period[199]. Environmental and Social Responsibility - The company invested a total of 12.37 million CNY in social responsibility projects, including 10 million CNY donated to the "9·5" Luding earthquake disaster area for post-disaster reconstruction[164]. - The company has established an environmental protection management system, with a dedicated team responsible for overseeing compliance and pollution control measures[152]. - The company has made significant improvements in its internal control mechanisms, ensuring effective governance and management oversight[145]. - The company has engaged in energy-saving education and training, enhancing employees' awareness and capabilities in environmental management[162]. - The company has actively participated in community service and disaster relief efforts, with volunteer teams accumulating over 15,000 hours of service[165]. Employee and Management Matters - The total pre-tax remuneration for all directors, supervisors, and senior management personnel at the end of the reporting period amounted to 16.6038 million yuan[115]. - The company has undergone several personnel changes, including the election of Chen Liangchun as both Vice Chairman and General Manager, and the appointment of Wang Wende as Chief Financial Officer[116]. - The company has implemented a salary management policy for 2022, revising compensation management for overseas project staff[134]. - The company is focusing on talent development and has established a comprehensive training program utilizing various platforms for employee education[135]. Future Outlook - The company plans to maintain a stable growth trajectory in R&D expenditures in line with its strategic development goals[55]. - The company aims to achieve a total construction output value exceeding 2 trillion yuan by the end of the 14th Five-Year Plan, with a comprehensive transportation construction investment scale of over 1.2 trillion yuan[85]. - The company has provided a revenue guidance of 12 billion RMB for the next fiscal year, indicating a growth target of 20%[108]. - The company plans to implement new marketing strategies to boost brand awareness, aiming for a 15% increase in customer engagement[112].

Financial Performance - The company's operating revenue for Q1 2023 was ¥30,893,467,811.60, representing a 29.02% increase compared to ¥18,285,967,891.75 in the same period last year[4]. - Net profit attributable to shareholders for Q1 2023 was ¥2,733,375,733.81, a 32.58% increase from ¥1,572,342,003.14 in the previous year[4]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥2,709,374,119.69, reflecting a 32.45% increase from ¥1,550,805,559.69 in the same period last year[5]. - The basic and diluted earnings per share for Q1 2023 were both ¥0.44, up 25.71% from ¥0.33 in the previous year[5]. - Total operating revenue for Q1 2023 reached ¥30,893,467,811.60, a 28.5% increase from ¥23,944,233,018.31 in Q1 2022[21]. - Total operating costs for Q1 2023 were ¥27,673,705,009.62, up 29.3% from ¥21,414,686,032.87 in Q1 2022[21]. - The company's net investment income for Q1 2023 was ¥43,605,768.92, a recovery from a loss of ¥1,304,878.99 in Q1 2022[21]. - Total comprehensive income attributable to the parent company for Q1 2023 was CNY 2.69 billion, an increase from CNY 2.05 billion in Q1 2022, representing a growth of approximately 31.5%[23]. Assets and Liabilities - The total assets at the end of Q1 2023 were ¥208,534,631,110.41, showing a slight increase of 0.11% from ¥208,298,737,975.97 at the end of the previous year[5]. - The total current assets as of March 31, 2023, amount to 128,824,139,276.09 RMB, a decrease from 131,257,558,176.89 RMB at the end of 2022[16]. - Total current liabilities decreased to ¥102,431,739,721.57 from ¥108,480,520,017.40, a decline of 5.1%[19]. - Non-current liabilities increased to ¥57,096,872,982.45 from ¥53,817,131,104.98, indicating a rise of 4.8%[19]. - The total liabilities of the company were approximately ¥162.30 billion, indicating a stable financial structure[36]. - The total equity attributable to shareholders reached ¥44,677,986,864.60, up from ¥41,794,196,179.29, marking an increase of 6.9%[19]. - The total equity attributable to shareholders decreased to ¥27,552,047,348.03 from ¥27,594,337,067.69, a decline of 0.2%[29]. Cash Flow - The company reported a net cash flow from operating activities of -¥8,253,033,817.58, which is not comparable due to the timing of cash receipts and payments[5]. - Cash flow from operating activities showed a net outflow of CNY 8.25 billion in Q1 2023, worsening from a net outflow of CNY 3.51 billion in Q1 2022[25]. - The company reported cash inflow from operating activities totaling CNY 29.90 billion in Q1 2023, compared to CNY 27.35 billion in Q1 2022, indicating a growth of about 9.3%[24]. - The company incurred a total operating expense of CNY 38.16 billion in Q1 2023, compared to CNY 30.86 billion in Q1 2022, reflecting an increase of about 23.5%[25]. - The company's cash and cash equivalents decreased to ¥2,391,110,705.47 from ¥3,007,217,268.33, a decline of 20.5%[27]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 52,535, with the largest shareholder, Sichuan Railway Investment Group, holding 3,249,037,192 shares, representing 52.19% of the total shares[11]. - As of April 12, 2023, the controlling shareholder, Shudao Group, has increased its shareholding by 1,264,900 shares, bringing its total to 3,482,981,516 shares, which is 55.95% of the total[14]. - The top ten shareholders collectively hold 78.64% of the total shares, indicating a high concentration of ownership[14]. Strategic Initiatives - The company attributed its profit growth to increased construction tasks driven by national infrastructure policies and enhanced market development efforts[10]. - The implementation of green, low-carbon smart construction technologies contributed to improved management efficiency and reduced construction costs[10]. - The establishment of a key project management center has improved internal management efficiency and project profitability through better resource allocation[10]. - The company plans to issue Global Depositary Receipts (GDRs) and list them on the SIX Swiss Exchange to enhance its international financing channels and brand image[15]. - The company is actively pursuing the issuance of GDRs, pending approval from regulatory authorities[15].

证券代码：600039 证券简称：四川路桥 公告编号：2023-045 四川路桥建设集团股份有限公司 关于参加 2022 年年度网上业绩说明会 建筑建材行业专场的补充公告 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。 四川路桥建设集团股份有限公司（以下简称"公司"）于 2023 年 4 月 5 日 在上海证券交易所网站（www.sse.com.cn）发布了《四川路桥关于参加 2022 年 年度网上业绩说明会建筑建材行业专场的公告》（公告编号：2023-044）。公司将 于 2023 年 4 月 11 日（星期二）以网络方式参加上海证券交易所主办的 2022 年 年度网上业绩说明会建筑建材行业专场。根据实际情况，现就相关事项补充公告 如下： 公司 2022 年度业绩说明会召开地点拟增加上海证券交易所"上证路演中心" （网址：http://roadshow.sseinfo.com）为本次网上业绩说明会的交流平台。 更新后的交流平台为：上海证券交易所"上证路演中心"（网址： http://roadshow.sseinfo.com ...

证券代码：600039 证券简称：四川路桥 公告编号：2023-044 四川路桥建设集团股份有限公司 关于参加 2022 年年度网上业绩说明会 建筑建材行业专场的公告 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。 重要内容提示： 会议问题征集：投资者可于2023年4月10日15:00前将相关问题通过电子 邮件的形式发送至四川路桥建设集团股份有限公司（以下简称"公司"）投资者 关系邮箱：srbcdsh@163.com，公司将在业绩说明会上对投资者普遍关注的问题 进行回答。 公司已于2023年3月31日披露了《四川路桥2022年年度报告》，为便于广大投 资者更加全面深入地了解公司2022年年度业绩情况、经营情况、发展规划情况等， 公司将参加以"制造领军"为主题的建筑建材行业上市公司网上业绩说明会，此 次活动将采用网络方式举行。 一、说明会类型 本次业绩说明会以网络方式召开，公司将针对 2022 年年度业绩、经营、财 务等具体情况与投资者进行互动交流，在信息披露允许的范围内就投资者普遍关 注的问题进行回答。 二、说明会召开的时间、 ...

Financial Performance - The company's operating revenue for Q3 2022 reached ¥22,312,385,187.84, representing a 16.67% increase compared to the same period last year[4]. - Net profit attributable to shareholders was ¥2,358,684,163.96, a significant increase of 171.96% year-over-year[4]. - The net profit after deducting non-recurring gains and losses for the period was ¥2,317,490,654.88, reflecting a 156.94% increase compared to the previous year[4]. - Basic earnings per share for Q3 2022 was ¥0.49, up 172.22% from ¥0.18 in the same quarter last year[5]. - The company reported a net cash flow from operating activities of -¥2,595,389,963.35 for the year-to-date period[4]. - The company experienced a 74.75% increase in net profit attributable to shareholders for the year-to-date period compared to the previous year[8]. - In the first three quarters of 2022, the company achieved operating revenue of RMB 66.659 billion, a year-on-year increase of 25.58%[13]. - The net profit attributable to the parent company for the same period was RMB 6.018 billion, reflecting a year-on-year growth of 74.75%[13]. - The earnings per share increased to RMB 1.26, up 75.00% year-on-year[13]. - Net profit for Q3 2022 was ¥6.08 billion, representing a 70.8% increase compared to ¥3.56 billion in Q3 2021[19]. - Basic earnings per share for Q3 2022 were ¥1.26, compared to ¥0.72 in the same quarter of the previous year[20]. - The company reported a total comprehensive income of ¥5.89 billion for Q3 2022, compared to ¥3.65 billion in the same period last year, marking a 61.5% increase[20]. Assets and Liabilities - The total assets of the company as of the end of Q3 2022 amounted to ¥157,993,805,256.39, marking a 15.29% increase from the end of the previous year[5]. - The total current assets as of September 30, 2022, amounted to RMB 87.130 billion, compared to RMB 72.656 billion at the end of 2021[16]. - The total assets of the company reached RMB 157.994 billion, up from RMB 137.038 billion at the end of 2021[16]. - Total liabilities as of Q3 2022 were ¥122.95 billion, an increase of 15.4% from ¥106.51 billion in the previous year[17]. - The company’s long-term borrowings increased to ¥47.51 billion, up from ¥41.73 billion, indicating a 13.4% rise[17]. - The total equity attributable to shareholders reached ¥31.01 billion, up 14.1% from ¥27.15 billion year-on-year[17]. - The equity attributable to shareholders increased to ¥31,011,947,753.66, a rise of 14.23% compared to the previous year[5]. Shareholder Structure and Buybacks - The total number of common shareholders at the end of the reporting period was 68,222, with the largest shareholder, Sichuan Railway Investment Group, holding 67.50% of shares[9]. - Sichuan Railway Investment Group completed a share buyback plan, acquiring 54,542,721 shares for a total amount of approximately 544.35 million RMB, exceeding its initial commitment of at least 500 million RMB[11]. - A second buyback plan was completed, with Sichuan Railway Investment Group purchasing 54,606,624 shares for approximately 576.90 million RMB, surpassing the commitment of at least 300 million RMB[12]. - The company plans to initiate another buyback program starting October 17, 2022, with a target amount between 200 million RMB and 400 million RMB[12]. - The top ten shareholders include state-owned entities and investment funds, with the second-largest shareholder, Shudao Investment Group, holding 2.21% of shares[10]. - The company has not disclosed any related party relationships among the top shareholders, except for the strategic restructuring involving Sichuan Railway Investment Group and Shudao Investment Group[10]. - The total number of shares held by the top ten unrestricted shareholders amounts to 3,249,037,192 shares[10]. - The company is focused on maintaining shareholder value through strategic buybacks and has shown significant growth in earnings per share[9]. - The company is actively managing its shareholder structure and capital allocation to enhance market confidence and support future growth initiatives[12]. Research and Development - The company is advancing its research and development in electric drive and battery technologies, with ongoing pilot applications in smart construction[13]. - The company has successfully completed the construction and operation of the distributed solar storage project along the Pan-Da Expressway[13]. - The company’s lithium-ion battery project is expected to commence production by the end of 2022, despite some production delays due to external factors[14]. - Research and development expenses for Q3 2022 amounted to ¥1.63 billion, significantly higher than ¥916 million in Q3 2021, reflecting a 77.5% increase[18]. Cash Flow and Financing Activities - The total cash inflow from operating activities for the first three quarters of 2022 was approximately CNY 60.49 billion, compared to CNY 47.27 billion in the same period of 2021, representing a year-over-year increase of about 28.0%[22]. - Cash received from the sale of goods and services amounted to CNY 58.84 billion in the first three quarters of 2022, up from CNY 44.89 billion in 2021, reflecting a growth of approximately 30.9%[21]. - The net cash flow from operating activities for the third quarter of 2022 was negative CNY 2.60 billion, compared to negative CNY 2.31 billion in the same quarter of 2021, indicating a decline in operational cash generation[22]. - Cash outflows for purchasing goods and services in the third quarter of 2022 totaled CNY 54.23 billion, an increase from CNY 41.01 billion in the same quarter of 2021, marking a rise of about 32.2%[22]. - The net cash flow from investing activities for the third quarter of 2022 was negative CNY 3.66 billion, slightly improved from negative CNY 3.68 billion in the same quarter of 2021[22]. - Cash inflows from financing activities in the third quarter of 2022 reached CNY 18.86 billion, compared to CNY 13.87 billion in the same quarter of 2021, representing an increase of approximately 36.0%[23]. - The cash and cash equivalents at the end of the third quarter of 2022 stood at CNY 12.10 billion, a decrease from CNY 10.04 billion at the end of the same quarter in 2021[23]. - The company received CNY 787.18 million from investment absorption in the third quarter of 2022, compared to CNY 500.78 million in the same quarter of 2021, reflecting a growth of approximately 57.1%[23]. - The total cash outflow for financing activities in the third quarter of 2022 was CNY 12.64 billion, compared to CNY 11.90 billion in the same quarter of 2021, indicating an increase of about 6.3%[23]. - The company reported a cash inflow from other financing activities of CNY 1.04 billion in the third quarter of 2022, significantly higher than CNY 275.99 million in the same quarter of 2021, showing a growth of approximately 276.5%[23].