| 1、出席会议的股东和代理人人数 | 549 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 692,236,111 | | 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份总数的比例（%） | 46.9873 | 证券代码：600123 证券简称：兰花科创 公告编号：临 2026-001 山西兰花科技创业股份有限公司 2026年第一次临时股东会决议公告 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、 会议召开和出席情况 (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 2、董事会秘书苗伟先生出席本次会议；部分高管人员列席会议。 本次股东会由董事会召集，董事长赵晨光先生主持，会议采取现场投票与网 络投票相结合的方式召开，会议的召集、召开和表决符合《公司法》《公司章程》 的规定。 (五) 公司董事和董事会秘书的列席情况 1、公司在任董事 8 人，出席 8 人； 二、 议案审议情况 (一) 股东会召开的时间：2 ...

12月30日，兰花科创跌1.16%，截至发稿，报5.94元/股，成交1038.82万元，换手率0.12%，总市值87.51 亿元。 资料显示，山西兰花科技创业股份有限公司位于山西省晋城市城区钟家庄街道凤台东街2288号，成立日 期1998年12月8日，上市日期1998年12月17日，公司主营业务涉及煤炭、型煤、化工产品、建筑材料的 生产、销售。企业管理服务、煤炭安全技术服务。主营业务收入构成为：煤炭73.82%，化肥16.84%， 化工9.06%，其他0.29%。 截至发稿，林伟斌累计任职时间12年303天，现任基金资产总规模1226.92亿元，任职期间最佳基金回报 77.87%， 任职期间最差基金回报-22.14%。 宋钊贤累计任职时间5年118天，现任基金资产总规模581.08亿元，任职期间最佳基金回报67.53%， 任 职期间最差基金回报-27.57%。 风险提示：市场有风险，投资需谨慎。本文为AI大模型自动发布，任何在本文出现的信息（包括但不 限于个股、评论、预测、图表、指标、理论、任何形式的表述等）均只作为参考，不构成个人投资建 议。 数据显示，易方达基金旗下1只基金位居兰花科创十大流通股东。易方达 ...

1. Report Industry Investment Rating - The investment rating for the coal mining industry is "Bullish" [2] 2. Core Viewpoints of the Report - Currently at the beginning of a new upward cycle in the coal economy, with fundamental and policy factors in resonance, it is advisable to allocate the coal sector at low levels [2][3][11] - The underlying logic of coal supply constraints since July still exists, and there's no need to overly worry about a significant decline in coal prices. The stabilization point of coal prices is approaching [2][3][11] - The underlying investment logic of coal production capacity shortage remains unchanged. Coal prices have established a bottom and are on a new platform, high - quality coal enterprises maintain core asset attributes, and coal assets are relatively undervalued with potential for overall valuation improvement [3][11] - The coal supply bottleneck is expected to last until the "15th Five - Year Plan". The coal sector is a high - performance, high - cash, and high - dividend asset, with high certainty in the profitability and growth of high - quality coal companies [3][12] - The coal sector has a high - dividend safety margin when it adjusts downward and upward elasticity catalyzed by the expected increase in coal prices. It is recommended to focus on the current allocation opportunities in the coal sector [3][12] 3. Summary by Relevant Catalogs 3.1 This Week's Core Viewpoints and Key Concerns - **Core Viewpoints**: The coal economy is in the early stage of a new upward cycle. This week, the utilization rate of sample thermal coal and coking coal mine production capacity decreased. The daily coal consumption in inland 17 provinces and coastal 8 provinces increased, while non - power coal demand decreased. Coal prices showed a mixed trend. Although the current market is weak, after New Year's Day, the coal consumption support is expected to strengthen. The coal allocation logic remains unchanged, and it is recommended to allocate at low levels [11] - **Key Investment Recommendations**: Focus on three types of companies: those with stable operations and performance, those that have fallen sharply previously with high elasticity, and those with special and scarce global metallurgical coal resources. Also, pay attention to other related companies [12] - **Recent Key Concerns**: In November 2025, the total social electricity consumption increased by 6.2% year - on - year. From January to November 2025, US coal production increased by 4.1% year - on - year, and Russian coal production increased by 0.1% year - on - year [13] 3.2 This Week's Performance of the Coal Sector and Individual Stocks - The coal sector fell 0.89% this week, underperforming the broader market. The CSI 300 rose 1.95% to 4657.24 [14] - The thermal coal, coking coal, and coke sectors fell 1.24%, 0.81%, and 0.49% respectively [16] - The top three gainers in the coal mining and washing sector were Anyuan Coal Industry (6.42%), Huayang Co., Ltd. (5.01%), and Inner Mongolia Electric Power Investment Energy Co., Ltd. (2.75%) [19] 3.3 Coal Price Tracking - **Coal Price Index**: As of December 26, the comprehensive transaction price of CCTD Qinhuangdao thermal coal (Q5500) was 695.0 yuan/ton, down 7.0 yuan/ton week - on - week. The comprehensive average price index of Bohai Rim thermal coal (Q5500) was 695.0 yuan/ton, down 4.0 yuan/ton week - on - week. The annual long - term agreement price of CCTD Qinhuangdao thermal coal (Q5500) was 694.0 yuan/ton, up 10.0 yuan/ton month - on - month [23] - **Thermal Coal Price**: As of December 27, the market price of Qinhuangdao Port's Shanxi - produced thermal coal (Q5500) was 677 yuan/ton, down 34 yuan/ton week - on - week. At the production sites, prices in some areas rose or remained flat. International thermal coal FOB prices and some arrival prices fell [27] - **Coking Coal Price**: As of December 26, port and some production - site coking coal prices remained flat, while the arrival price of Australian Peak Downs hard coking coal in China rose 0.3 US dollars/ton week - on - week [29] - **Anthracite and Pulverized Coal Injection Price**: As of December 26, the vehicle - board price of Jiaozuo anthracite remained flat, while the vehicle - board prices of some pulverized coal injection decreased [38] 3.4 Coal Supply and Demand Tracking - **Coal Mine Capacity Utilization**: As of December 26, the capacity utilization rate of sample thermal coal mines was 86.4%, down 4.0 percentage points week - on - week, and that of sample coking coal mines was 84.21%, down 2.4 percentage points week - on - week [45] - **Import Coal Price Difference**: As of December 26, the price difference between domestic and foreign 5000 - kcal and 4000 - kcal thermal coal increased week - on - week [41] - **Coal - fired Power Daily Consumption and Inventory**: In both inland 17 provinces and coastal 8 provinces, coal inventory increased, daily consumption increased, and the number of available days decreased [46] - **Downstream Metallurgical Demand**: As of December 26, the Myspic composite steel price index fell, the price of Tangshan - produced primary metallurgical coke fell, the blast furnace operating rate decreased, the average profit per ton of coke for independent coking enterprises decreased, the profit per ton of steel for blast furnaces increased, the iron - scrap price difference decreased, and the scrap consumption ratio of pure blast furnace enterprises decreased [64][65] - **Downstream Chemical and Building Materials Demand**: As of December 26, the prices of some chemical products showed different trends, the national cement price index fell, the cement clinker capacity utilization rate decreased, the float glass operating rate decreased, and the weekly coal consumption in the chemical industry decreased [68][70] 3.5 Coal Inventory Status - **Thermal Coal Inventory**: As of December 26, the coal inventory at Qinhuangdao Port decreased, the 55 - port thermal coal inventory increased, and the production - site inventory increased [82] - **Coking Coal Inventory**: As of December 26, the production - site, port, coking enterprise, and steel mill coking coal inventories all increased [83] - **Coke Inventory**: As of December 26, the total coke inventory of coking plants decreased, the four - port total coke inventory increased, and the total coke inventory of domestic sample steel mills increased [85] 3.6 Coal Transportation Status - **International and Domestic Coal Transportation**: As of December 24, the Baltic Dry Index (BDI) fell. As of December 25, the average daily coal shipment volume on the Datong - Qinhuangdao Railway decreased week - on - week [98] - **Cargo - to - Ship Ratio at Four Major Ports in the Bohai Rim**: As of December 26, the inventory at the four major ports in the Bohai Rim decreased, the number of anchored ships remained unchanged, and the cargo - to - ship ratio decreased [96] 3.7 Weather Conditions - As of December 26, the Three Gorges outbound flow increased by 0.31% week - on - week [103] - In the next 10 days (December 28, 2025 - January 6, 2026), precipitation in some areas will be higher than normal, and after January 1, the average temperature in most parts of central and eastern China will turn 1 - 2°C lower than normal [103] - In the next 11 - 14 days (January 7 - 10, 2026), precipitation and temperature in different regions will show different trends [103] 3.8 Valuation Table and Key Announcements of Listed Companies - **Valuation Table**: The report provides the valuation data of key listed companies, including net profit attributable to the parent company, EPS, and PE from 2024A to 2027E [104] - **Key Announcements**: There are announcements from multiple companies, such as the share transfer of Jizhong Energy, the completion of the shareholding increase plan of Panjiang Co., Ltd., the acceptance of the application for asset acquisition by Inner Mongolia Electric Power Investment Energy Co., Ltd., the guarantee provided by Kailuan Co., Ltd., and the maintenance of the credit rating of Meijin Energy [105][106][107] 3.9 This Week's Key Industry News - Indonesia plans to impose a 1% - 5% export tax on coal from 2026 [109] - In November 2025, China's coal imports decreased by 19.9% year - on - year, with thermal coal imports increasing by 7.0% month - on - month and coking coal imports increasing by 1.3% month - on - month [109] - 8000 tons of high - quality Mongolian coal arrived in Gannan [109] - As of the end of November 2025, the national cumulative power generation installed capacity increased by 17.1% year - on - year [109]

Core Viewpoint - Environmental risks are increasingly becoming a significant operational risk for listed companies, impacting both their development and corporate image [2] Group 1: Environmental Violations and Penalties - Pengyao Environmental received a fine of 500,000 yuan due to the abnormal operation of pollution prevention facilities [5][6] - Sileck Holdings was fined 300,000 yuan for failing to meet requirements for discharging industrial wastewater into centralized sewage treatment facilities [3][4] - Lanhua Kecai's subsidiary, Shanxi Lanhua Baisheng Coal Industry, was fined 280,000 yuan for exceeding wastewater discharge standards [3][4] Group 2: Regulatory Framework and Public Disclosure - The penalties were issued based on violations of the Water Pollution Prevention Law and the Air Pollution Prevention Law [6][4] - The increasing emphasis on ESG (Environmental, Social, and Governance) investment principles highlights the importance of companies' sustainable development capabilities [6] - The public's right to access environmental information and participate in environmental protection is supported by legal frameworks, ensuring transparency in environmental data [7]

Core Viewpoint - The article highlights the environmental risks faced by nine listed companies in China, emphasizing the increasing importance of environmental responsibility in corporate governance and investment decisions [6][9]. Group 1: Environmental Violations and Penalties - Nine listed companies have recently been exposed to environmental risks, with a total penalty amounting to 1.06 million yuan (approximately 0.15 million USD) [4][6]. - Sleck Holdings was fined 300,000 yuan for failing to meet requirements for discharging industrial wastewater into centralized treatment facilities [9][10]. - Pengyao Environmental Holdings was penalized 500,000 yuan due to the improper operation of pollution control facilities [11]. Group 2: Company Specifics - Sleck Holdings has a market capitalization of 10.2 billion yuan [4]. - Pengyao Environmental Holdings has a market capitalization of 4.1 billion yuan [4]. - Lanhua Kecai was fined 280,000 yuan for exceeding wastewater discharge standards [10]. Group 3: Regulatory Context - The article references the legal framework governing environmental protection, including the Water Pollution Prevention and Control Law and the Air Pollution Prevention and Control Law, which impose penalties for non-compliance [9][11]. - The increasing emphasis on ESG (Environmental, Social, and Governance) factors is noted, indicating a shift in investor focus towards sustainable development [11]. Group 4: Data Collection and Reporting - The "A-share Green Weekly Report" is a collaborative effort between Daily Economic News and the Public Environmental Research Center (IPE), collecting data from various government sources to enhance transparency in corporate environmental practices [6][12]. - The report aims to provide insights into the environmental responsibilities of listed companies, reflecting the growing demand for accountability in environmental performance [12].

Core Viewpoint - The establishment of the CICC Heibei Steel Development Equity Investment Fund, with a total scale of 32 billion yuan, aims to create an open, collaborative, and win-win industrial investment platform and a new model of integration between industry and finance [1][5]. Group 1: Fund Details - The fund has a total scale of 32 billion yuan and an operational period of 15 years [1][5]. - It adopts a "mother fund + direct investment" operational model, focusing on high-end materials, new energy, new generation information technology, energy conservation and environmental protection, and high-end manufacturing [5][12]. - The fund features distinct characteristics of "industry-finance collaboration, central-local cooperation, and cross-border linkage," aiming to build a new bridge for cooperation between local governments, cross-border capital, and industries [5][12]. Group 2: Strategic Importance - The collaboration between Heibei Steel Group and CICC Capital marks a milestone in their strategic partnership and is a key measure to deepen the integration of industry and finance while laying out strategic emerging industries [4][10]. - CICC aims to leverage its comprehensive financial service advantages to guide financial resources towards industrial innovation in Hebei, contributing to high-quality development [4][11]. Group 3: Key Stakeholders - Key figures present at the fund's establishment included Zhao Chenxing, the Executive Vice Governor of Hebei Province, Liu Jian, Chairman of Heibei Steel Group, and Chen Liang, Chairman of CICC [1][3]. - BlueFive Capital, an international investment institution, expressed its intention to collaborate with the fund, aiming to integrate long-term capital from the Middle East and resources from leading industries in China [4][11][14]. Group 4: Company Background - Heibei Steel Group is one of the largest steel material manufacturers globally and has been listed in the Fortune Global 500 for 17 consecutive years, focusing on high-end, intelligent, and green development [6][13]. - CICC is a leading investment bank in China, committed to serving national strategies and the real economy, with a comprehensive business structure that includes investment banking, asset management, and private equity [6][13].

Core Viewpoint - The coal mining sector experienced a decline of 0.38% on December 25, with China Coal Energy leading the drop. Meanwhile, the Shanghai Composite Index rose by 0.47% and the Shenzhen Component Index increased by 0.33% [1]. Group 1: Market Performance - The coal mining sector's stocks showed mixed performance, with notable declines in major companies such as China Coal Energy, which fell by 1.40% to a closing price of 12.70 [2]. - The trading volume for China Coal Energy was 160,500 shares, with a transaction value of 205 million yuan [2]. - Other companies in the sector, like Jiangxi Tungsten Equipment and Jinko Energy, also saw declines of 1.17% and 0.97%, respectively [2]. Group 2: Capital Flow - The coal mining sector experienced a net outflow of 359 million yuan from major funds, while retail investors contributed a net inflow of 380 million yuan [2]. - The table of capital flow indicates that retail investors were more active, with significant inflows into stocks like Xin Dazhou A, which saw a net inflow of 852,620 yuan from major funds [3]. - Conversely, stocks like Huaihe Energy and Shanmei International faced net outflows from major and speculative funds, indicating a shift in investor sentiment [3].

Core Viewpoint - The establishment of the CICC Heibei Steel Development Equity Investment Fund, with a total scale of 32 billion yuan and a 15-year operation period, represents a strategic collaboration between Heibei Steel Group and CICC Capital aimed at fostering new growth drivers and enhancing industrial-financial integration in the Beijing-Tianjin-Hebei region [1][2]. Group 1: Fund Details - The fund has a total scale of 32 billion yuan and operates under a "mother fund + direct investment" model, focusing on high-end materials, new energy, next-generation information technology, energy conservation and environmental protection, and high-end manufacturing [1]. - The fund aims to create a new bridge for cooperation between local governments, cross-border capital, and industries, emphasizing characteristics such as industrial-financial synergy, central-local cooperation, and cross-border linkage [1]. Group 2: Strategic Importance - The collaboration between Heibei Steel and CICC Capital is seen as a milestone in their strategic partnership, crucial for deepening industrial-financial integration and laying out strategic emerging industries [2]. - CICC Capital intends to leverage its comprehensive financial service advantages to guide financial resources towards industrial innovation in Hebei, contributing to the construction of a modern industrial system [2]. Group 3: Company Background - Heibei Steel Group is one of the largest steel material manufacturers and comprehensive service providers globally, having been listed in the Fortune Global 500 for 17 consecutive years [4]. - The company focuses on high-end, intelligent, and green development, enhancing competitiveness in its core steel business while actively cultivating emerging industry clusters in financial services, digital technology, trade logistics, and equipment manufacturing [4]. Group 4: BlueFive Capital's Perspective - BlueFive Capital, an international investment platform managing assets of 8 billion USD, sees long-term potential in the Chinese market and opportunities for Heibei Steel in high-end manufacturing and new building materials [3][5]. - The firm aims to integrate long-term capital from the Middle East with leading Chinese industry resources to discover quality investment opportunities and enhance investment efficiency [3].

Group 1 - The company organized various warm-hearted activities during the winter solstice to convey care and festive atmosphere to frontline workers [4][19] - Activities included delivering hot dumplings and soup to miners, creating a warm and festive environment [6][21] - The events aimed to enhance the sense of belonging and warmth among employees, fostering a family-like atmosphere within the company [10][25] Group 2 - Tang'an Coal Mine held a dumpling banquet featuring various fillings to cater to different tastes, providing comfort to workers during the cold winter [8][23] - Daming Coal organized a themed event focusing on dumpling-making, allowing employees to engage in cultural practices and strengthen their connections [10][25] - Mechanical Manufacturing Company hosted a dumpling-making event to promote unity and warmth among employees, enhancing the corporate family spirit [11][26] Group 3 - Yuxi Coal Mine provided hot lamb soup to workers, emphasizing safety and warmth during the winter season [12][27] - Tongbao Coal's female committee organized a dumpling-making event to deliver warmth and care to frontline workers, reinforcing the company's cultural values [14][29] - Qinyu Coal Mine distributed dumplings, milk tea, and lamb offal to underground workers, ensuring they received timely nourishment and warmth [16][31]

山西兰花科技创业股份有限公司 债券募集资金管理办法 为规范山西兰花科技创业股份有限公司（以下简称"公司"、 "本公司"）募集资金的存放、使用和管理，保证募集资金的安全， 最大限度地保障投资者的合法权益，根据《中华人民共和国公司法》、 《中华人民共和国民法典》、《企业内部控制基本规范》及其指引、《中 华人民共和国现金管理暂行条例》、《银行间债券市场非金融企业债务 融资工具管理办法》、《公司债券发行与交易管理办法》和上海证券交 易所公司债券上市规则和挂牌转让规则等有关法律法规和规范性文 件及《山西兰花科技创业股份有限公司章程》（以下简称"《公司章 程》"）的规定，结合本公司实际情况，制定本办法。 第一章 总则 第一条 本办法所称募集资金，是指公司通过公开以及非公开方 式发行债券向投资者募集并用于特定用途的资金。 第二条 公司应当在银行间债券市场非金融企业债务融资工具募 集资金到位前与存放募集资金的商业银行（以下简称"监管银行"） 签订有关募集资金使用监督的协议并开立募集资金专项账户（以下简 称"募集资金专户"）；公司应当在公司债券募集资金到账前与受托 管理人、监管银行签署对募集资金进行监管的三方协议并按照合同的 ...