山鹰国际 600567 2024 年年度股东会会议资料 山鹰国际控股股份公司 2024 年年度股东会 会议资料 二○二五年五月 1 山鹰国际 600567 2024 年年度股东会会议资料 目 录 | 2024 年年度股东会 | 1 | | --- | --- | | 会议资料 | 1 | | 会议议程 | 4 | | 议案一、2024 年度董事会工作报告 6 | | | 议案二、2024 年度监事会工作报告 8 | | | 议案三、2024 年度财务决算报告 14 | | | 议案四、2024 年年度报告及摘要 17 | | | 议案五、2024 年年度利润分配方案 18 | | | 议案六、关于确认公司董事 2024 年度薪酬发放情况及 2025 | 年度薪酬 | | 预案的议案 | 20 | | 议案七、关于确认公司监事 2024 年度薪酬发放情况及 2025 | 年度薪酬 | | 预案的议案 | 21 | | 议案八、关于预计 2025 年度日常关联交易的议案 | 22 | | 议案九、关于 2025 年度向金融机构申请综合授信额度的议案 | ... 33 | | 议案十、关于 2025 年度担保计划的 ...

Investment Rating - The report maintains a "Positive" investment rating for the paper and light industry [6] Core Viewpoints - The light manufacturing industry index increased by 3.02%, outperforming the market by 1.02 percentage points, with the paper sub-sector rising by 2.17%, also surpassing the market by 0.16 percentage points [2][13] - The report highlights that the cultural paper sector is entering an off-peak season, leading to a decline in pulp and paper prices [4] - The report recommends leading companies in the integrated forest-pulp-paper industry, such as Sun Paper (002078, Buy), and suggests focusing on leading special paper companies like Xianhe Co. (603733, Buy) and Huawang Technology (605377, Buy) [4] Summary by Sections Market Review - The light manufacturing industry index rose by 3.02%, while the paper sub-sector increased by 2.17%, ranking 9th among 28 first-level industries [2][13][20] Industry Chain Data Tracking - The report notes a decline in wood pulp product prices, with domestic waste prices slightly increasing by 1.5 CNY/ton, while foreign waste prices decreased by 5-10 USD/ton [9][24] - The average market price for finished paper products saw declines: double glue paper down by 38 CNY/ton, copper plate paper down by 45 CNY/ton, and white card paper down by 48 CNY/ton [39][40][42] Profitability Levels - Profitability in cultural paper is diverging, with small paper companies seeing an increase of 25 CNY/ton in double glue paper, while large companies experienced a decrease of 43 CNY/ton [48][49] - The profitability of packaging paper is declining, with white card paper profitability down by 20-48 CNY/ton [48][51] Production Data - The cumulative production of mechanical paper and paperboard in the first quarter of 2025 reached 38.19 million tons, a year-on-year increase of 3.8% [57] - The report indicates that the import volume of paper and paperboard decreased by 8.2% year-on-year, while the export volume increased by 10.7% [57]

Investment Rating - The investment rating for the paper industry is "Positive" [2] Core Viewpoints - The paper industry is experiencing a bottoming cycle with insufficient upward momentum, leading industry leaders to focus on extending their supply chains and enhancing differentiated competitive advantages [12] - The industry is expected to continue facing supply-demand pressures in 2025, with a sustained bottoming of profit cycles as leading companies innovate and expand their scale and differentiation advantages [12] - Major companies are actively expanding their overseas market presence to absorb production capacity [12] Summary by Sections Pulp and Paper Sector - Cost improvements and a slight recovery in paper prices are leading to profit recovery, with Q4 2024 pulp prices hitting a bottom and costs stabilizing [3] - In Q1 2025, low-cost pulp gradually entered inventory, and paper prices saw a slight increase, with companies expected to maintain low costs and moderate profit improvements [3][18] - The domestic pulp market is experiencing price fluctuations, with expectations of continued low-level oscillations in Q2 2025 [19] Cultural Paper - Profitability is gradually recovering, with leading companies performing well despite market challenges [4] - Average prices for double glue paper and copper plate paper in Q4 2024 and Q1 2025 were 5228 and 5435 CNY/ton respectively, showing year-on-year declines but some recovery in Q1 2025 [22] - Companies like Sun Paper are leveraging raw material strategies and cost control to improve profits [22] White Card Paper - Prices are stabilizing at the bottom, with a slight improvement in profitability [23] - The average price for white card paper increased from 4195 CNY/ton in Q4 2024 to 4307 CNY/ton in Q1 2025, benefiting from supply disruptions [23] - Companies are expected to face increased supply pressures in 2025 due to new capacities coming online [23] Specialty Paper - Leading companies are expanding their advantages and market shares [24] - Prices for specialty paper categories are expected to decline due to short-term supply-demand pressures, but some categories are showing signs of recovery [24] - Companies like Xianhe and Wuzhou are expected to benefit from increased production capacity [24] Waste Paper Sector - Prices are fluctuating, with a recovery in profitability observed [26] - The average price for waste paper in Q4 2024 was 1530 CNY/ton, showing a year-on-year increase, while boxboard and corrugated paper prices also saw slight improvements [26] - The overall profitability of waste paper companies is expected to remain under pressure in Q2 2025 despite cost optimizations [26] Investment Recommendations - Focus on companies with integrated pulp and paper operations and improving profitability, such as Sun Paper and Xianhe, as well as those recovering profitability like Huawang Technology and Wuzhou Specialty Paper [8]

Investment Rating - The report maintains a "Buy" rating for leading companies in the integrated pulp and paper industry, specifically recommending Sun Paper (002078) and others [4]. Core Viewpoints - The light industry manufacturing index increased by 0.17%, outperforming the market by 0.61 percentage points, while the paper sub-sector declined by 1.34%, underperforming the market by 0.91 percentage points [2][12]. - The report highlights a seasonal downturn in cultural paper, with falling pulp prices, and anticipates a gradual improvement in overall supply and demand in the industry by 2025 [4]. Summary by Sections Market Overview - The light industry manufacturing index ranked 9th among 28 first-level industries, with the paper sub-sector showing a decline [12][18]. - The four major sub-sectors of light industry, ranked by growth, are packaging printing, cultural products, furniture, and paper, with respective increases of 1.07%, 1.03%, 0.07%, and a decrease of 1.34% in the paper sector [12][16]. Industry Chain Data Tracking - Pulp prices have decreased, with domestic waste paper prices down by 7 CNY/ton, and various paper products also seeing price reductions [9][22]. - The report notes that the cumulative production of mechanical paper and paperboard in the first quarter of 2025 increased by 3.8% year-on-year, totaling 38.19 million tons [53][55]. Investment Recommendations - The report recommends focusing on leading companies in the integrated pulp and paper sector, such as Sun Paper (002078), Xianhe Shares (603733), Huawang Technology (605377), and Wuzhou Special Paper (605007) [4]. - For waste paper products, it suggests investing in Jiu Long Paper (02689) and Shanying International (600567) due to expected improvements in supply and demand dynamics [4].

Investment Rating - The report indicates a positive outlook for the home furnishing sector, driven by domestic consumption stimulus and the gradual recovery of retail channels [1]. Core Insights - The report highlights that the domestic consumption stimulus is beginning to show effects, with a notable recovery in retail channels, while export conditions are experiencing marginal declines [1][3]. - The performance of leading companies in the home furnishing sector is improving, particularly in the context of national subsidies and strategic adjustments [1][3]. Summary by Sections 1. Home Furnishing - Domestic sales show signs of recovery with a year-on-year revenue change of -12.44% in Q4 2024 and +1.75% in Q1 2025, while net profit for the same periods changed from -54.11% to +7.07% [13]. - Export performance for the furniture sector saw a cumulative year-on-year increase of +5.8% for 2024 but a decline of -8.0% in Q1 2025, indicating a downward trend in export conditions [13]. - The report anticipates that the domestic market will continue to recover in the short term due to national subsidy policies, while the export market may face ongoing pressures [13]. 1.1 Domestic - Custom Home Furnishing - Retail channels are showing marginal improvements, while bulk channels remain under pressure, with leading companies like Oppein and Sophia experiencing reduced revenue declines in Q1 2025 compared to previous quarters [20]. - The profitability of leading companies is improving, with a focus on cost control and product development, while second and third-tier brands may struggle to maintain performance [26]. - Prepayment and cash flow indicators show improvements for some leading companies, suggesting a gradual recovery in demand [38]. 1.2 Domestic - Soft Home Furnishing - The soft home furnishing sector is under pressure due to real estate downturns and changing consumer spending patterns, but companies like Kuka and Mengbaihe are showing signs of recovery [39]. - Profit margins are improving in Q1 2025 compared to 2024, with notable changes in gross and net profit margins across leading companies [44]. - Prepayment figures for soft home furnishing companies are showing positive growth, indicating a recovery in domestic demand [46]. 1.3 Export Home Furnishing - The overall export climate is declining, with a significant drop in cumulative export value in Q1 2025, reflecting challenges in the international market [51][53]. - Despite the overall decline, leading companies are still managing to perform well, showcasing resilience and strategic advantages [51].

Revenue and Profit - The company achieved total revenue of 6.766 billion yuan in Q1 2025, a year-on-year increase of 1.45% [1] - However, the net profit attributable to shareholders was 32.8145 million yuan, a year-on-year decrease of 16.0%, and the non-recurring net profit was -44.3305 million yuan, a year-on-year decrease of 186.4% [1] Profitability - The company's gross margin was 9.88%, a decrease of 0.05 percentage points year-on-year [2] - The net profit margin was 0.36%, a decrease of 12.56 percentage points year-on-year [2] - Earnings per share were 0.01 yuan, a year-on-year decrease of 33.33% [2] Expense Control - Total selling, administrative, and financial expenses amounted to 606 million yuan, with the three expenses accounting for 8.95% of revenue, a year-on-year decrease of 8.48 percentage points [3] - Despite the decrease in expense ratio, overall expenses remain at a relatively high level [3] Cash Flow and Debt Situation - Operating cash flow per share was 0.05 yuan, a year-on-year decrease of 52.59% [4] - Cash and cash equivalents were 4.757 billion yuan, a year-on-year decrease of 8.25% [4] - Interest-bearing liabilities stood at 27.6 billion yuan, a year-on-year decrease of 12.32%, but the interest-bearing asset-liability ratio reached 50.56%, with a current ratio of only 0.45, indicating short-term debt pressure and cash flow issues [4] Business Model and Capital Return - The company's performance relies heavily on R&D and marketing, but the ROIC last year was only 1.17%, indicating weak capital returns [5] - The net profit margin was -1.69%, suggesting low added value of the company's products or services [5] - Since its listing, the company has raised a total of 7.630 billion yuan and distributed dividends totaling 1.852 billion yuan, resulting in a dividend-to-financing ratio of 0.24 [5] Summary - Overall, the company's performance in Q1 2025 appears weak, particularly in terms of profitability, cash flow, and debt management, indicating significant pressure in these areas [6]

Group 1 - National Integrated Circuit Industry Fund plans to reduce its stake in Jiangbolong by no more than 4,159,815 shares, accounting for 1.00% of the total share capital, between May 27, 2025, and August 26, 2025 [1] - The reduction is due to the fund's operational management needs and will be executed through centralized bidding at market prices [1] - The implementation of this reduction plan will not lead to a change in the company's control or significantly impact its governance structure and ongoing operations [1] Group 2 - Haitai Weiye has received approval from the China Securities Regulatory Commission for its H-share issuance, planning to issue no more than 710.52 million overseas listed ordinary shares [2] - The listing will take place on the main board of the Hong Kong Stock Exchange, but the matter still carries uncertainties [2] Group 3 - Fudan Zhangjiang announced a price reduction of at least 35% for its Doxorubicin Liposome Injection starting May 1, 2025, which is expected to negatively impact sales revenue [3] - The drug generated approximately RMB 210 million in sales for the year 2024, representing 29% of the company's total sales revenue [3] - The price adjustment may lead to a risk of single product loss for the drug in 2025 [3] Group 4 - Xinyuan Technology's director expressed inability to guarantee the authenticity and completeness of the 2024 annual report and related financial documents, citing significant issues identified by the audit firm [4] - The company has received a notice of investigation from the securities regulatory authority, and the audit report issued was unable to express an opinion [4] Group 5 - ST Xinchao announced that its stock will be suspended from trading starting May 6, 2025, due to the inability to disclose the audited 2024 annual report and the 2025 Q1 report within the legal timeframe [5] - If the company fails to disclose the 2024 annual report within two months of the suspension, it will face delisting risk warnings [5] Group 6 - Huakang Clean has pre-won a project worth RMB 167 million [6] - Tongguang Cable has pre-won a procurement project from the State Grid valued at RMB 142 million [6] - Fengmao Co. has increased its investment in a production base in Thailand to RMB 26 million [6] Group 7 - Huaren Pharmaceutical's wholly-owned subsidiary has obtained a medical device registration certificate for wound dressings [7] Group 8 - Major shareholders of Kairun Co. plan to reduce their holdings by no more than 9 million shares [10] - CITIC Securities has completed its reduction plan for China Gold [10] - The reduction plan for Hengfeng Information's director and vice president has been completed [10]

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山鹰国际控股股份公司 董事会审计委员会 2024 年度履职报告 2024 年度，山鹰国际控股股份公司（以下简称"公司"）第九届董事会审计 委员会严格按照中国证监会《上市公司治理准则》、上海证券交易所《上市公司 自律监管指引第 1 号——规范运作》以及公司《董事会审计委员会工作细则》等 相关规定，在加强财务报告审计监督、促进内部控制制度建立健全、提高会计信 息质量等方面，勤勉尽职地履行了工作职责。现将 2024 年度工作情况报告如下： 一、董事会审计委员会基本情况 报告期内，公司第九届董事会审计委员会由 3 名委员组成，委员分别为陈 凌云女士、夏莲女士和游知女士，其中独立董事 2 名，会计专业人员的独立董事 1 名，人员构成符合《公司章程》及相关法律法规、规范性文件的规定。 二、董事会审计委员会会议召开情况 2024 年度，审计委员会共召开了 3 次会议，全体委员均亲自出席了会议。 具体情况如下： （一）与外部审计机构沟通会 在公司 2023 年度审计工作中，公司董事会审计委员会严格按照《董事会审 计委员会工作细则》的相关规定，就公司 2023 年度财务报告及内部控制审计时 间安排、人员配置、审计重点及审计要求 ...

| 股票简称：山鹰国际 | | | 股票代码：600567 | 公告编号：临 | 2025-033 | | --- | --- | --- | --- | --- | --- | | 债券简称：鹰 | 19 | 转债 | 债券代码：110063 | | | 山鹰国际控股股份公司 关于公司及控股子公司开展金融衍生品投资业务的 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： 交易目的：公司拟利用金融衍生品进行汇率及利率风险管理，以降低和 防范汇率及利率波动对公司年度经营业绩的影响。 交易品种：美元、欧元、人民币等 交易工具：具体包括远期结售汇、外汇掉期、外汇期权和利率掉期等保 值业务。 交易场所：具有授信额度的商业银行、上海期货交易所、大连商品交易 所 交易金额：2025 年度预计投资净额不超过 1.5 亿美元（含等值其他货币）。 审议程序：该事项已经第九届董事会第二十六次会议和第九届监事会第 八次会议审议通过，尚需提交公司股东大会审议。 特别风险提示：公司开展金融衍生品投资业务，以风险管理及套期保值 为原则 ...