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水泥主业盈利承压,骨料等业务贡献增量
GF SECURITIES· 2024-03-21 16:00
[Table_Page] 年报点评|水泥 证券研究报告 [海Table_螺Title] 水泥(600585.SH/00914.HK) 公[Ta司ble评_Inv级est ] 买入-A/买入-H 当前价格 22.63元/16.92港元 水泥主业盈利承压,骨料等业务贡献增量 合理价值 28.00元/20.93港元 前次评级 买入/买入 [Table_Summary] 核心观点: 报告日期 2024-03-22 ⚫ 公司发布2023年报,2023年实现收入1410亿元,同比+6.8%,归母 相[Ta对ble市_Pi场cQu表ote现] 净利润104亿元,同比-33.4%;单4季度收入420亿元,同比-10.15%, 归母净利润17.6亿元,同比-45.8%。 5% ⚫ 2023年公司销量增速好于行业,景气下滑致单位盈利下降。自产自销 -1% 03/23 05/23 07/23 09/23 11/23 01/24 03/24 口径下,2023年公司水泥和熟料销量2.85亿吨,同比+0.7%,销量增 -6% 速好于行业、市占率有所提升。2023年公司水泥和熟料业务吨价格273 -11% 元(同比-48元),吨成本205 ...
2023年报点评:盈利或已触底,静待行业企稳回升
Huachuang Securities· 2024-03-21 16:00
Investment Rating - The investment rating for the company is "Recommended" with a target price of 30.00 CNY per share [2]. Core Views - The company's revenue for 2023 reached 141.0 billion CNY, a year-on-year increase of 6.8%, while the net profit attributable to shareholders was 10.43 billion CNY, a decrease of 33.4% [2]. - The demand for cement remains weak, leading to price pressure, but the company has increased its market share to 14.09%, up 0.73% from the previous year [2]. - The company is experiencing a decline in gross profit margins due to price reductions, with the gross profit per ton falling to 82.0 CNY, a decrease of 17.5% year-on-year [2]. - The company is rapidly developing its integrated business model and advancing overseas projects, including renewable energy initiatives [2]. Financial Performance Summary - In 2023, the company's cement and clinker revenue was 77.93 billion CNY, down 14.2% year-on-year, while the self-produced cement and clinker sales volume was 285 million tons, a slight increase of 0.7% [2]. - The average selling price of cement and clinker decreased by 14.8% year-on-year to 273.5 CNY per ton [2]. - The company plans to invest 15.2 billion CNY in capital expenditures in 2024, with expected new clinker capacity of 3.9 million tons [2]. - The projected earnings per share (EPS) for 2024 and 2025 are adjusted to 1.87 CNY and 2.23 CNY, respectively, with a new EPS forecast for 2026 at 2.45 CNY [2].
2023年年报点评:水泥盈利继续承压,产业链延伸贡献新增量
Soochow Securities· 2024-03-20 16:00
Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company's cement profitability continues to be under pressure due to weak demand, but it outperforms the industry, showcasing its competitive strength as a market leader [12][18] - The company reported a total revenue of 140.99 billion yuan in 2023, a year-on-year increase of 6.8%, while the net profit attributable to shareholders was 10.43 billion yuan, a decrease of 33.4% year-on-year [11][12] - The company plans to distribute a cash dividend of 0.96 yuan per share (before tax), with a payout ratio of 48.6% [11][16] Summary by Sections 1. Event - The company disclosed its 2023 annual report, achieving total revenue of 140.99 billion yuan, up 6.8% year-on-year, and a net profit of 10.43 billion yuan, down 33.4% year-on-year. In Q4 2023, the company recorded a revenue of 41.96 billion yuan, down 10.1% year-on-year, and a net profit of 1.76 billion yuan, down 45.8% year-on-year [11][12] 2. Commentary - Weak demand has led to continued pressure on the cement business's profitability, but the company has shown resilience, with sales of cement and clinker products reaching 285 million tons, a 0.7% increase year-on-year, outperforming the national average [12] - The average selling price per ton of self-produced products was 273 yuan, a decrease of 48 yuan year-on-year, while the gross profit per ton was 68 yuan, down 23 yuan year-on-year [12] - The company expanded its aggregate and commercial concrete capacity to 149 million tons and 39.8 million cubic meters, respectively, contributing to a revenue increase of 73.3% in the aggregate and mechanism sand business [12][16] 3. Profit Forecast and Investment Advice - The company is expected to benefit from mid-term fiscal tools and infrastructure investment growth, although the actual demand release and stabilization of real estate investment need to be observed [18] - The forecast for net profit attributable to shareholders for 2024-2026 has been adjusted to 9 billion, 11.2 billion, and 12.9 billion yuan, respectively [18] - The company maintains a competitive advantage in cost leadership during industry downturns, and its expansion into upstream and downstream businesses provides new growth points [18]
水泥份额略升,非水泥业务快速发展
Haitong Securities· 2024-03-20 16:00
Investment Rating - The investment rating for the company is "Outperform the Market" and is maintained [1]. Core Views - The report highlights that the company's cement market share has slightly increased, while profitability continues to decline. The company reported a revenue of 141 billion yuan in 2023, a year-on-year increase of 6.8%, but a net profit of 10.4 billion yuan, a decrease of 33.4% year-on-year [6][7]. - The report anticipates that the cement industry may benefit from self-discipline and government initiatives, which could stabilize investments in real estate and infrastructure, leading to a gradual recovery in market conditions [8]. Summary by Sections Financial Performance - In 2023, the company achieved a total revenue of 141 billion yuan, with a net profit of 10.4 billion yuan, resulting in an EPS of 1.97 yuan. The fourth quarter of 2023 saw a revenue of 42 billion yuan, down 10.2% year-on-year, and a net profit of 1.8 billion yuan, down 45.8% year-on-year [6][7]. - The company plans to distribute a dividend of 0.96 yuan per share, with a payout ratio of approximately 48.6% [6]. Cement and Clinker Business - The company sold 293 million tons of cement clinker in 2023, with self-produced sales of 285 million tons, a year-on-year increase of 0.7%. The average price per ton of cement clinker decreased by 48 yuan to 273 yuan [7]. - The cost per ton of cement clinker decreased by 25 yuan to 205 yuan, contributing to a gross profit margin of 68 yuan per ton, down 22 yuan year-on-year [7]. Other Business Segments - The aggregate business saw significant growth, with revenues of approximately 3.9 billion yuan, a year-on-year increase of 73%. The gross margin for this segment was 48.32%, although it decreased by 11.98 percentage points year-on-year [7]. - The concrete business generated revenues of 2.3 billion yuan, a year-on-year increase of 24.71%, with a gross margin of 11.00% [7]. Cost and Profitability - The company's per ton expenses increased slightly by 2 yuan to 38 yuan, with net profit per ton decreasing by 19 yuan to 38 yuan [8]. - The report projects EPS for 2024, 2025, and 2026 to be approximately 1.87, 2.12, and 2.33 yuan, respectively, with a target PE ratio of 13-14 times for 2024, leading to a fair value range of 24.31 to 26.18 yuan per share [8]. Capital Expenditure and Future Plans - The company plans to increase capital expenditures to 15.2 billion yuan in 2024, focusing on project construction, energy-saving upgrades, and acquisitions [11]. - The report indicates that the company is well-positioned for future growth through expansion in both upstream and downstream operations [10].
2023年年报点评:资本开支计划放缓,海外与“水泥+”业务贡献成长
Minsheng Securities· 2024-03-20 16:00
Investment Rating - The report maintains a "Recommended" rating for the company, indicating a solid investment opportunity in the current market conditions [2][3]. Core Views - The company reported a revenue of 140.999 billion yuan in 2023, a year-on-year increase of 6.80%, while the net profit attributable to shareholders decreased by 33.40% to 10.430 billion yuan [2]. - The cement business faced challenges due to weak downstream demand, with a net sales volume of 293 million tons, down 5.60% year-on-year. However, the company aims to achieve a net sales volume of 299 million tons in 2024, demonstrating its commitment to maintaining market share during industry downturns [2]. - The company is actively expanding its "Cement+" business model, with significant growth in aggregate and ready-mixed concrete segments, contributing to overall revenue growth [2]. - Despite a decline in profitability, the company has maintained stable cost control, with a total expense ratio of 6.96% in 2023 [2]. - The company has slowed its capital expenditure, with plans for 2024 set at 15.2 billion yuan, a decrease of 22.09% year-on-year, while improving cash flow and maintaining a high dividend payout ratio of approximately 50% [2][3]. - The company has seen rapid growth in overseas performance, with export sales increasing by 117.83% year-on-year, benefiting from energy consumption control measures [2]. Summary by Sections Financial Performance - In 2023, the company achieved a revenue of 140.999 billion yuan, with a net profit of 10.430 billion yuan, reflecting a significant decline in profitability [2][3]. - The gross margin for 2023 was 16.57%, down 4.73 percentage points year-on-year, while the net margin was 7.62%, down 4.61 percentage points [2]. Business Segments - The cement segment experienced a decline in sales volume, while the "Cement+" initiatives, including aggregate and ready-mixed concrete, showed substantial revenue growth [2]. - Aggregate business revenue increased by 73.27% year-on-year, while ready-mixed concrete revenue grew by 24.74% [2]. Capital Expenditure and Cash Flow - The company reduced its capital expenditure to 19.510 billion yuan in 2023, with a planned expenditure of 15.2 billion yuan for 2024 [2]. - Operating cash flow improved significantly, reaching 20.106 billion yuan, a year-on-year increase of 108.36% [2]. Future Outlook - The company forecasts net profits of 10.266 billion yuan, 10.868 billion yuan, and 11.742 billion yuan for 2024, 2025, and 2026, respectively, with a dynamic PE ratio of 12x, 11x, and 10x [2][3].
水泥熟料销量平稳,现金流同比改善
Ping An Securities· 2024-03-19 16:00
建材 公 2024年03月20日 司 报 海螺水泥(600585.SH) 告 水泥熟料销量平稳,现金流同比改善 推荐 ( 维持 ) 事项: 公司公布2023年报,全年实现营收1,410.0亿元,同比增长6.8%,归母净利润 股价:23.2元 104.3亿元,同比降33.4%;公司拟每股派发现金红利0.96元人民币(含 公 主要数据 税)。 行业 建材 司 平安观点: ...
海螺水泥(600585) - 2023 Q4 - 年度财报
2024-03-19 16:00
Financial Performance - The company's net revenue for 2023 reached RMB 140,999,428 thousand, representing a 6.80% increase compared to RMB 132,021,554 thousand in 2022[11]. - The net profit attributable to shareholders for 2023 was RMB 10,430,138 thousand, a decrease of 33.40% from RMB 15,660,750 thousand in 2022[12]. - The total assets of the company as of December 31, 2023, amounted to RMB 246,189,200 thousand, showing a slight increase of 0.91% from RMB 243,976,422 thousand in 2022[12]. - The basic earnings per share for 2023 was RMB 1.97, down 33.39% from RMB 2.96 in 2022[12]. - The net cash flow from operating activities for 2023 was RMB 20,105,564 thousand, an increase of 108.36% compared to RMB 9,649,268 thousand in 2022[12]. - The company's total liabilities for 2023 were RMB 48,278,835 thousand, slightly up from RMB 48,067,537 thousand in 2022[11]. - The company reported a comprehensive diluted return on equity of 5.63% for 2023, down 2.90 percentage points from 8.53% in 2022[12]. - The quarterly revenue for Q4 2023 was RMB 41,956,047 thousand, with a net profit of RMB 1,757,973 thousand attributable to shareholders[14]. Dividend Distribution - The company plans to distribute a cash dividend of RMB 0.96 per share (including tax) for the fiscal year 2023[2]. - The company’s 2023 annual profit distribution plan was approved at the ninth meeting of the board of directors[2]. - The proposed final dividend for the fiscal year 2023 is 0.96 CNY per share, with a total payout of approximately 506.6 million CNY, representing 48.57% of the net profit attributable to ordinary shareholders[68]. - The company distributed a cash dividend of 1.48 CNY per share for the fiscal year 2022, totaling approximately 7.84 billion CNY[67]. - The company emphasizes a stable and continuous profit distribution policy, ensuring at least 10% of the distributable profit is allocated for cash dividends annually[67]. Audit and Compliance - The company has received a standard unqualified audit report from KPMG, ensuring the accuracy and completeness of the financial report[2]. - The company’s board of directors has confirmed the authenticity, accuracy, and completeness of the report[2]. - The company has not violated any decision-making procedures regarding external guarantees[2]. - The company has maintained complete independence in operations, assets, and financial matters from its controlling shareholders[82]. - The company has complied with the Corporate Governance Code and has established a set of conduct standards for directors' securities transactions[114]. Risk Management - The company has disclosed potential risks for 2024, including policy risks, environmental regulatory risks, and energy price volatility risks[2]. - The company emphasizes the importance of investor awareness regarding the forward-looking statements and associated risks[2]. - The company faces risks related to dependence on the construction industry, potential increases in production costs due to environmental regulations, and high coal prices impacting profit margins[47][48]. - The company has a risk management system in place to identify and manage significant risks, ensuring operational development risks are controllable[134]. Capital Expenditure and Investment - The company has outlined its capital expenditure and new capacity plans for 2024, although these do not constitute a substantive commitment to investors[2]. - The company plans to invest 15.2 billion yuan in capital expenditures in 2024, primarily for project construction, energy-saving and environmental protection upgrades, and acquisition projects[46]. - The company has invested in new technologies such as smart quality control systems and digital mining systems to enhance operational efficiency[20]. - The company has invested a total of 1.55 billion yuan in various environmental protection technological transformations during the reporting period[157]. - The company completed SCR denitrification upgrades for 83 clinker production lines, achieving ultra-low nitrogen oxide emissions[157]. Shareholder Structure - The company reported no significant changes in shareholder structure or share capital during the reporting period[2]. - The total number of shares remains unchanged at 5,299,302,579, with 75.48% being A shares and 24.52% being H shares[195]. - The largest shareholder, Conch Group, holds 1,928,870,014 shares, accounting for 36.40% of total shares[199]. - As of December 31, 2023, the total number of registered shareholders was 307,069, with 116 being H share holders[198]. Environmental Responsibility - The company is committed to environmental responsibility, with no reported exceedances in pollutant emissions across its subsidiaries[141]. - The company has implemented measures to ensure compliance with environmental standards, as indicated by the absence of exceedance in emissions[145]. - The company reduced carbon dioxide emissions by 20.27 million tons in 2023, a year-on-year decrease of 9.9%, totaling 183.78 million tons[158]. - The company has actively explored alternative fuels and new energy projects, including photovoltaic and wind power initiatives[158]. - The company has implemented energy efficiency upgrades for 54 clinker production lines, utilizing advanced energy-saving technologies[158]. Management and Governance - The company has a strong management team with extensive experience in finance, law, and engineering, enhancing its operational capabilities[94][95][96]. - The board includes independent non-executive directors with diverse backgrounds in finance and law, contributing to effective governance[92][93]. - The company has a total of 11 directors, supervisors, and senior management personnel, with various roles and responsibilities[84]. - The company has maintained liability insurance for directors and senior management to provide adequate protection against legal actions[100]. - The company has signed service contracts with all directors, supervisors, and senior management, ensuring compliance with relevant regulations[100]. Employee Information - The total number of employees as of December 31, 2023, is 50,769, with 32,140 in production, 2,118 in sales, and 11,005 in technical roles[108]. - The percentage of male employees is approximately 84%, while female employees account for about 16%[108]. - The company has implemented a performance-based salary system for middle and senior management, linking their compensation to key performance indicators[108]. - The total annual salary expenditure for its directors and senior management amounts to 13,321,037 RMB[105]. Transactions and Contracts - The actual transaction amount under the cement additive procurement contract was CNY 823 million during the reporting period[170]. - The company paid CNY 40.87 million in trademark usage fees to its controlling shareholder, Conch Group, during the reporting period[168]. - The total transaction amount for the procurement of combustion accelerators with Conch Additives Company is capped at 595 million yuan, with an actual transaction amount of 57.85 million yuan during the reporting period[171]. - The total contract price for the "Intelligent and Information System Operation and Maintenance Contract" was CNY 16.54 million during the reporting period[177]. Community Engagement - The company donated approximately CNY 150,000 worth of cement to improve rural infrastructure during the reporting period[162]. - The company contributed CNY 500,000 to the "Anhui Future Health Children's Development Foundation" for assisting sick children and promoting health knowledge[162]. - The group made a charitable donation of 500,000 RMB to the "Anhui Future Health Children's Development Foundation" during the reporting period[71].
盈利处历史相对低位,分红率维持高水平
Tianfeng Securities· 2024-03-19 16:00
Investment Rating - The report maintains a "Buy" rating for the company with a target price of 29.2 CNY, reflecting a 0.8x PB for 2024 [4][7]. Core Views - The company's net profit for 2023 was 10.43 billion CNY, a decrease of 33.4% year-on-year, with total revenue of 140.99 billion CNY, representing a 6.8% increase [1][4]. - The cement business remains competitive, with expectations for demand stabilization and potential price elasticity, while aggregate and concrete businesses are anticipated to contribute to profit growth [4]. - The company has maintained a high dividend payout ratio, with cash dividends and share buybacks amounting to 5.405 billion CNY, which is 51.82% of net profit [4]. Financial Performance Summary - In 2023, the company achieved a gross margin of 16.57%, down 4.7 percentage points year-on-year, and a net profit margin of 7.4%, down 4.46 percentage points [3][4]. - Operating cash flow for 2023 was 20.11 billion CNY, a significant increase of 108.4% year-on-year, with year-end cash reserves of 68.36 billion CNY [3][4]. - The company’s capital expenditure for 2023 was 19.51 billion CNY, with plans to reduce it to 15.2 billion CNY in 2024, while continuing to expand production capacity [2][4]. Market Position and Outlook - The company’s self-produced cement clinker revenue was 84.05 billion CNY in 2023, a decline of 11.41% year-on-year, but the sales volume increased by 0.72% to 28.5 million tons [2]. - The average selling price per ton of cement decreased by 61.8 CNY to 273.5 CNY, while the cost per ton dropped by 34.0 CNY to 205.0 CNY, resulting in a gross profit of 68.4 CNY per ton, down 27.8 CNY year-on-year [2]. - The company plans to add significant production capacity in 2024, including 3.9 million tons of clinker and 8.4 million tons of cement, indicating ongoing growth potential [2][4].
海螺水泥(00914) - 2023 - 年度业绩
2024-03-19 14:52
Financial Performance - For the fiscal year ending December 31, 2023, the company's revenue was approximately RMB 14,099,943 million, representing an increase of 6.80% compared to 2022[2]. - The net profit attributable to shareholders for 2023 was approximately RMB 1,068,918 million, a decrease of 32.61% from the previous year[2]. - Basic earnings per share for 2023 were RMB 2.02, down from RMB 2.99 in 2022[2]. - The company reported a decrease in net profit margin, with the net profit attributable to shareholders decreasing by 33.40% compared to the previous year[6]. - The company's operating revenue for the reporting period was CNY 140.999 billion, an increase of 6.80% year-on-year[19]. - Net profit attributable to shareholders was CNY 10.430 billion, a decrease of 33.40% year-on-year, with earnings per share of CNY 1.97, down CNY 0.99 per share[19]. - The total profit before tax for the consolidated entity was RMB 13,869,972 thousand for 2023, down from RMB 20,232,112 thousand in 2022[71]. - The company's profit before tax for 2023 was RMB 13,869,972,000, a decrease of 31.9% compared to RMB 20,232,112,000 in 2022[86]. Assets and Liabilities - Total assets as of December 31, 2023, were RMB 246,189,200 million, reflecting a 0.91% increase from the previous year[8]. - The company's total liabilities stood at RMB 48,278,835 million, showing a slight increase from RMB 48,067,537 million in 2022[5]. - The company's equity attributable to shareholders was CNY 185.32 billion, reflecting a 0.92% increase from the previous year[34]. - The current ratio improved to 3.41:1, up from 2.98:1 at the end of the previous year, primarily due to a reduction in short-term borrowings[34]. - The total liabilities for the reporting segments were RMB 48,220,472 thousand, indicating a well-managed capital structure[68]. Cash Flow - The operating cash flow for 2023 was RMB 20,105,564 million, an increase of 108.36% compared to RMB 9,649,268 million in 2022[7]. - The net cash flow from operating activities was CNY 20.11 billion, a significant increase of 108.36% year-on-year[38]. - The net cash flow from investment activities showed a net outflow of CNY 19.31 billion, an increase of 265.62% compared to the previous year[39]. Shareholder Information - As of December 31, 2023, the total number of registered shareholders was 307,069, with 116 being H-share shareholders[9]. - The top shareholder, Anhui Conch Group Co., Ltd., held 36.40% of the shares, totaling 1,928,870,014 shares[10]. - The company repurchased a total of 22,242,535 A-shares, accounting for 0.28% of the total share capital as of the announcement date[13]. - The proposed final dividend is 0.96 yuan per share, with a total distribution amounting to 506,598 thousand yuan[46]. Operational Highlights - The company increased clinker production capacity by 3.5 million tons, cement production capacity by 7.05 million tons, and aggregate production capacity by 40.7 million tons during the reporting period[20]. - The total sales volume of cement and clinker was 293 million tons, a decrease of 5.60% year-on-year, with a main business revenue of CNY 86.407 billion, down 16.67% year-on-year[23]. - The company actively promoted project development, successfully launching several cement projects in Guizhou, Guangdong, and Uzbekistan[19]. - The company expanded its operational concrete projects by adding 14 new projects through new construction, mergers, and leasing[19]. Cost Management and Efficiency - The company is focusing on cost control and green development initiatives to enhance operational efficiency and sustainability[19]. - The comprehensive gross profit margin for aggregates and manufactured sand was 48.32%, a year-on-year decrease of 11.98 percentage points[25]. - The comprehensive cost of cement clinker self-products decreased by 11.04% year-on-year, primarily due to lower coal procurement prices and coal consumption[31]. Market and Sales - The sales revenue in the eastern and southern regions decreased by 13.26% and 11.48% year-on-year, respectively, due to a decline in product sales prices[26]. - Export sales volume increased by 117.83% year-on-year, with sales revenue rising by 92.53%[26]. - The company achieved sales revenue from external customers of RMB 139,117,872 thousand, showcasing strong market demand[67]. Research and Development - Research and development expenses decreased by 7.55% year-on-year, accounting for 2.15% of the main business revenue[32]. - Research and development costs for 2023 amounted to RMB 1,859,553 thousand, down from RMB 2,011,317 thousand in 2022, indicating a reduction of about 7.5%[77]. Taxation and Incentives - The company has a preferential corporate income tax rate of 15% for 2023, applicable to 18 subsidiaries due to their qualification as high-tech enterprises or their location in western China[82]. - The company benefits from a 15% tax rate for its subsidiaries operating in the Hainan Free Trade Port until December 31, 2024[82]. - 84 subsidiaries of the company enjoy tax incentives allowing for three years of full exemption from corporate income tax, followed by three years at 50% of the standard rate[83]. Acquisitions and Investments - The company acquired 100% of Shaodong Panshi Concrete Co., Ltd. and Wuhan Hanshi Environmental Engineering Co., Ltd. in 2023, with total cash consideration of RMB 107,905,000[92][94]. - The recognized goodwill from the acquisitions was RMB 1,108,000, reflecting expected synergies and market potential[94]. - If the acquisitions had occurred on January 1, 2023, the estimated consolidated revenue would have been RMB 141,045,243,000, with a net profit of RMB 11,028,066,000 for the year[95].
海螺水泥:独立董事工作制度
2024-03-11 09:44
安徽海螺水泥股份有限公司 独立董事工作制度 (二〇〇八年三月二十七日制订) (二〇二三年三月二十七日第一次修订) (二〇二四年三月十一日第二次修订) 安徽海螺水泥股份有限公司(以下简称"本公司"或"公司")为进一步完 善公司治理结构,充分发挥独立董事在公司治理中的作用,促进公司规范运 作,根据《中华人民共和国公司法》《中华人民共和国证券法》《国务院办公厅关 于上市公司独立董事制度改革的意见》《上市公司治理准则》《上市公司独立董事 管理办法》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监管 指引第 1 号—规范运作》《香港联合交易所有限公司证券上市规则》(以下简称 "联交所上市规则")、《安徽海螺水泥股份有限公司章程》(以下简称"《公司 章程》")及其它相关法律法规和规范性文件的规定,并结合本公司实际情况, 制定本制度。 第一章 总 则 第三条 本公司董事会应包括至少三名独立董事,且董事会成员中独立董 事至少应占三分之一,及至少须有一名独立董事通常居于中国香港特別行政区。 独立董事的组成和任职资格亦需符合联交所上市规则的有关规定。 第一条 本制度所指的独立董事,是指不在公司担任除董事外的其他职 务 ...