Financial Performance - The company's operating revenue for the first half of 2015 was approximately CNY 307.52 million, representing a 21.11% increase compared to CNY 253.93 million in the same period last year[17]. - The net profit attributable to shareholders for the first half of 2015 was approximately CNY 19.57 million, a significant increase of 202.78% from CNY 6.46 million in the previous year[17]. - The basic earnings per share for the first half of 2015 was CNY 0.06, which is a 200% increase compared to CNY 0.02 in the same period last year[15]. - The weighted average return on net assets increased to 1.88%, up by 1.25 percentage points from 0.63% in the previous year[15]. - The company achieved operating revenue of CNY 307.52 million, an increase of 21.11% year-on-year[25]. - Net profit attributable to shareholders reached CNY 19.56 million, a significant increase of 202.78% compared to the previous year[25]. - Operating profit for the first half of 2015 was CNY 21,982,792.79, up from CNY 6,549,182.65, reflecting a significant improvement in profitability[55]. - Net profit for the first half of 2015 was CNY 19,565,433.16, compared to CNY 6,461,834.89 in the previous year, indicating a growth of 203.5%[56]. Cash Flow and Assets - The net cash flow from operating activities for the first half of 2015 was CNY 3.60 million, a decrease of 88.91% compared to CNY 32.45 million in the same period last year[17]. - The company's total assets at the end of the reporting period were approximately CNY 1.34 billion, a decrease of 1.36% from CNY 1.36 billion at the end of the previous year[17]. - The net cash flow from investment activities was -38,231,833.77 RMB, compared to -33,651,024.79 RMB in the previous period, indicating a decline in investment performance[58]. - The total cash and cash equivalents at the end of the period amounted to 115,735,267.84 RMB, down from 140,429,082.07 RMB at the beginning of the period, reflecting a net decrease of 24,693,814.23 RMB[58]. - The total accounts receivable at the end of the period amounted to CNY 46,097,497.70, with the top five customers accounting for 65.84% of this total[145]. - The inventory balance at the end of the period was CNY 130,027,411.70, with a provision for inventory depreciation of CNY 2,143,184.77[154]. Shareholder Information - The total number of shareholders as of the end of the reporting period is 33,716[44]. - The largest shareholder, Shandong Lubei Enterprise Group Co., Ltd., holds 105,767,904 shares, accounting for 30.13% of the total shares[46]. - Shandong Yongdao Investment Co., Ltd. increased its holdings by 50,000 shares, bringing its total to 7,442,134 shares, representing 2.12%[46]. - The top ten shareholders include various entities, with the total shares held by them reflecting significant ownership concentration[46]. Operational Efficiency and Management - The company implemented measures to enhance economic efficiency in response to declining prices and sales of raw salt, including cost reduction and management improvements[22]. - The company emphasized quality management to meet stricter customer demands and adapt to market conditions, ensuring that raw salt quality meets user requirements[22]. - The board of directors reported that the company successfully achieved its operational goals set at the beginning of the year despite challenging economic conditions[21]. - The company optimized waste resource utilization processes, improving economic efficiency by increasing waste acid blending and reducing sulfuric acid production costs[24]. - The company plans to continue enhancing product quality and expanding its product range to meet market demands[24]. Tax and Regulatory Compliance - The company benefits from various tax incentives, including exemptions from VAT for certain fertilizers and a 90% income tax reduction for products made from specified resources[135]. - The company’s effective corporate income tax rate is 25%[134]. - The company has confirmed deferred tax assets based on the likelihood of future taxable income, with a review of the carrying value of these assets conducted at the balance sheet date[130]. Changes in Financial Position - The total liabilities decreased to CNY 293,820,822.13 from CNY 331,221,038.76, a decline of 11.3%[54]. - The total equity at the end of the period was 1,048,852,971.64 RMB, showing an increase from 1,030,013,132.12 RMB at the end of the previous period[61]. - The total unappropriated profit at the end of the period was CNY -357,392,674.85, an improvement from CNY -378,048,531.01 in the previous period[188]. Expenses and Financial Losses - The operating cost increased by 17.69% to CNY 246.59 million, while sales expenses surged by 130.69% to CNY 17.10 million[26]. - Total sales expenses increased significantly to CNY 17,101,150.02 from CNY 7,412,996.00, representing a growth of 130.4%[194]. - Financial expenses showed a substantial increase in losses, totaling CNY -6,913,878.92 compared to CNY -2,449,098.84, reflecting a deterioration of 182.3%[197]. - Asset impairment losses increased by 77.11% to CNY 3,218,525.33 from CNY 1,817,239.80, primarily due to changes in inventory value and increased bad debt provisions[198]. - Non-current asset disposal losses amounted to CNY 1,969,603.77, a significant rise from CNY 106,390.05, indicating a substantial loss in asset management[200].

2015 年第一季度报告 公司代码：600727 公司简称：鲁北化工 山东鲁北化工股份有限公司 2015 年第一季度报告 1 / 11 | 一、 | 重要提示 | 3 | | --- | --- | --- | | 二、 | 公司主要财务数据和股东变化 | 3 | | 三、 | 重要事项 | 6 | | 四、 | 附录 | 7 | 一、 重要提示 1.4 本公司第一季度报告未经审计。 二、 公司主要财务数据和股东变化 2.1 主要财务数据 单位：元 币种：人民币 | | 本报告期末 | 上年度末 | 本报告期末比上年度末增 | | | --- | --- | --- | --- | --- | | | | | 减(%) | | | 总资产 | 1,360,658,307.35 | 1,361,234,170.88 | | -0.04 | | 归属于上市公司 | 1,038,988,413.80 | 1,030,013,132.12 | | 0.89 | | 股东的净资产 | | | | | | | 年初至报告期末 | 上年初至上年报告期末 | 比上年同期增减(%) | | | 经营活动产生的 | 14,905 ...

Financial Performance - The company's operating revenue for 2014 was CNY 529,147,630.77, representing a 6.76% increase compared to CNY 495,647,100.92 in 2013[22]. - The net profit attributable to shareholders for 2014 was CNY 7,552,257.89, a decrease of 46.70% from CNY 14,170,167.57 in 2013[23]. - The basic earnings per share for 2014 was CNY 0.02, down 50.00% from CNY 0.04 in 2013[25]. - The total assets at the end of 2014 were CNY 1,361,234,170.88, an increase of 3.80% from CNY 1,311,463,721.17 in 2013[24]. - The cash flow from operating activities for 2014 was CNY 155,944,260.00, a 43.82% increase from CNY 108,430,000.14 in 2013[24]. - The company's net assets attributable to shareholders at the end of 2014 were CNY 1,030,013,132.12, a slight increase of 0.65% from CNY 1,023,328,739.55 in 2013[24]. - The weighted average return on equity for 2014 was 0.74%, a decrease of 0.65 percentage points from 1.39% in 2013[25]. - The company reported a significant decrease in net profit excluding non-recurring gains and losses, which was CNY 555,020.22 in 2014, down 93.68% from CNY 8,783,362.98 in 2013[24]. - The total profit was 7.55 million yuan, a decrease of 68.31% year-on-year[31]. - The net profit was 7.55 million yuan, a decrease of 46.70% year-on-year[31]. Operational Challenges and Strategies - The company faced significant challenges due to fluctuations in supply and demand for chemical products, leading to adjustments in production and sales strategies[31]. - The company continued to advance major asset restructuring efforts, with a significant meeting held on March 7, 2014, to approve related proposals[32]. - The company decided to terminate the major asset restructuring due to significant changes in the external operating environment and a sharp decline in raw salt prices[33]. - The company implemented cost control measures, increasing the usage ratio of phosphate concentrate from 30% to over 80%, reducing costs by approximately 70 yuan per ton[35]. - The company focused on optimizing production processes and enhancing internal efficiency to meet production targets despite market challenges[36]. - The company adjusted its product production structure to increase the output and sales of competitive products, ensuring revenue stability despite market challenges[43]. Revenue and Cost Management - Major customers contributed 23.60% of total revenue, with the top customer accounting for 8.71% of total sales[44]. - The cost of raw salt decreased by 25.48%, while the cost of fertilizers increased by 35.49% compared to the previous year[46]. - The financial expenses decreased by 208.56%, primarily due to improved management of existing funds and increased investment income[41]. - The asset impairment losses decreased by 66.60%, attributed to the adoption of a new raw material formula that reduced costs and improved gross margin[42]. Future Outlook and Plans - The company expects to achieve a revenue of 63.186 million yuan and a net profit of 1.554 million yuan for the fiscal year 2015[67]. - The company plans to expand its product sales market to increase market share and sales performance[67]. - The company aims to optimize its existing industrial chain for resource utilization, focusing on enhancing product competitiveness and profit margins[65]. - The company anticipates a funding requirement of 380 million yuan to maintain current business operations and complete ongoing investment projects[68]. - The company plans to develop new products and projects to achieve diversified growth and increase technological content[67]. Governance and Compliance - The company has established a layered training system combining internal and external training to enhance employee skills and meet corporate needs[115]. - The company has maintained independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance, ensuring autonomous operational capability[128]. - The board of directors held 10 meetings during the reporting period, with all directors attending[124]. - The company has not faced any regulatory criticism or penalties for information disclosure violations during the reporting period[122]. - The company’s governance structure complies with the requirements of the "Code of Corporate Governance for Listed Companies" without discrepancies[120]. Shareholder Information - The total number of shareholders as of the end of the reporting period was 31,542[94]. - The largest shareholder, Shandong Lubei Enterprise Group Co., Ltd., holds 17,000,000 shares, representing 30.13% of the total shares, with 50,000,000 shares pledged[97]. - The total number of shares held by the top ten shareholders with unrestricted shares amounts to 105,767,904 shares[97]. - The company has committed that non-tradable shares will not be traded within twelve months after obtaining circulation rights[98]. Employee and Management Compensation - Total compensation for all directors, supervisors, and senior management was 1.8124 million yuan[111]. - The highest individual compensation was received by the chairman, Chen Shuchang, amounting to 314,600 yuan[107]. - The total number of employees in the parent company and major subsidiaries is 897, with 596 in production, 46 in sales, 153 in technical roles, 13 in finance, and 89 in administration[113]. Financial Reporting and Audit - The company has maintained its accounting policies in accordance with the relevant financial reporting standards, ensuring transparency and accuracy in financial statements[167]. - The internal control audit report was issued by Lianda Accounting Firm, confirming the effectiveness of the internal control system[133]. - The company has not reported any significant errors in its annual report disclosures during the reporting period[133].

Financial Performance - Operating revenue for the first nine months reached ¥427,787,731.06, representing a year-on-year increase of 17.14%[8] - Net profit attributable to shareholders was ¥8,162,867.27, down 45.65% from the same period last year[8] - The company's operating revenue for the third quarter of 2014 was CNY 173,860,761.43, an increase of 120.5% compared to CNY 78,920,980.33 in the same period last year[25] - The net profit for the third quarter of 2014 was CNY 1,701,032.38, a decrease of 43.2% from CNY 2,994,472.29 in the previous year[26] - The basic earnings per share for the third quarter of 2014 was CNY 0.005, down from CNY 0.01 in the same period last year[26] Cash Flow - The net cash flow from operating activities for the first nine months was ¥95,996,677.01, a significant recovery from a loss of ¥20,756,123.36 in the previous year[8] - Operating cash inflow for the period reached ¥419,632,065.64, a significant increase of 39.4% compared to ¥300,908,474.18 in the same period last year[27] - Net cash flow from operating activities improved to ¥95,996,677.01, compared to a negative cash flow of ¥20,756,123.36 in the previous year[27] - Cash outflow from investment activities totaled ¥3,056,268.66, a decrease of 89.2% from ¥28,295,518.27 in the same period last year[28] - The net cash flow from investment activities was negative at ¥3,030,561.93, compared to a much larger negative cash flow of ¥28,285,488.27 last year[28] - The net increase in cash and cash equivalents for the period was ¥92,966,115.08, contrasting with a decrease of ¥49,041,611.63 in the same period last year[28] - The ending balance of cash and cash equivalents rose to ¥137,013,605.49, up from ¥31,904,315.58 at the end of the same period last year[28] Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥1,297,262,165.22, a decrease of 1.08% compared to the end of the previous year[8] - The total assets as of September 30, 2014, were CNY 1,297,262,165.22, a slight decrease from CNY 1,311,463,721.17 at the beginning of the year[23] - The total liabilities as of September 30, 2014, were CNY 266,419,158.77, down from CNY 288,134,981.62 at the beginning of the year[24] - The company's inventory decreased to CNY 107,114,003.09 from CNY 150,830,297.40, a reduction of 29%[22] - The company's long-term equity investment decreased to CNY 7,910,573.63 from CNY 8,125,314.55 at the beginning of the year[22] - The company's total owner's equity was CNY 1,030,843,006.45 as of September 30, 2014, slightly up from CNY 1,023,328,739.55 at the beginning of the year[24] Shareholder Information - The number of shareholders at the end of the reporting period was 33,432[11] Regulatory and Restructuring Activities - The company decided to adjust its major asset restructuring plan and applied to suspend the review of the restructuring by the China Securities Regulatory Commission[15] - The company received a notice from the China Securities Regulatory Commission regarding the investigation of its major asset restructuring, leading to the suspension of the review of its application[16] Operating Costs - The company's financial expenses decreased by over 30% compared to the previous year, primarily due to increased interest income[13] - The company reported a 30.39% increase in operating costs year-on-year, mainly due to increased sales[13] - The operating costs for the third quarter of 2014 were CNY 149,286,000.88, an increase of 160% compared to CNY 57,430,745.13 in the same period last year[25] - Cash paid for various taxes decreased by 63.90% compared to the previous year, mainly due to the income tax paid in the previous period[13]

Financial Performance - The company reported a revenue of CNY 253.93 million for the first half of 2014, a decrease of 11.30% compared to the same period last year[15]. - The net profit attributable to shareholders was CNY 6.46 million, down 46.26% year-on-year[15]. - The company's operating revenue for the current period is ¥253.93 million, a decrease of 11.30% compared to ¥286.28 million in the same period last year[20]. - The company achieved a net profit of 6,461,834.89 RMB during the first half of 2014, compared to a net profit of 12,024,922.35 RMB in the same period last year[43][45]. - The company's net profit for the current period was ¥6,461,834.89, with an ending undistributed profit of ¥-378,048,531.01[146]. Cash Flow and Liquidity - The net cash flow from operating activities was CNY 1.11 million, a significant improvement from a negative cash flow of CNY 20.02 million in the previous year[15]. - The net cash flow from operating activities improved to ¥1.11 million, a significant recovery from a negative cash flow of ¥20.02 million in the previous year[20]. - Total cash inflow from operating activities was 220,313,477.40 RMB, while cash outflow was 219,198,771.14 RMB, resulting in a cash inflow surplus[39]. - The company's cash balance decreased from CNY 126,223.67 thousand at the beginning of the period to CNY 66,871.97 thousand at the end of the period, representing a decline of approximately 47.9%[102]. - The ending cash balance was ¥42,845,153.88, down from ¥44,047,490.41 at the beginning of the period[153]. Assets and Liabilities - The company's total assets decreased by 0.58% to CNY 1.30 billion compared to the end of the previous year[16]. - The total assets as of June 30, 2014, were CNY 1,303,830,520.20, slightly down from CNY 1,311,463,721.17 at the beginning of the year[34]. - The total liabilities remained stable at CNY 274,527,374.61, compared to CNY 288,134,981.62 at the start of the year[34]. - The company's total liabilities at the end of the period are not explicitly stated but can be inferred from the total assets and net assets[124]. Operational Efficiency - Operating costs decreased by 3.78% to ¥209.54 million from ¥217.76 million year-on-year[20]. - Sales expenses decreased significantly by 24.73% to ¥7.41 million from ¥9.85 million in the previous year[20]. - Management expenses decreased by 7.94% to ¥26.40 million compared to ¥28.68 million last year[20]. - The company has focused on producing compound fertilizers to meet market demand, alternating production between potassium sulfate and ammonium phosphate[18]. - The company implemented technological innovations to reduce production costs and improve working conditions, such as switching to wet dust collection systems[18]. Investments and Restructuring - The company is in the process of a significant asset restructuring with Huitai Group to enhance its industry influence and stabilize operational performance[25]. - The company did not implement any external equity investments during the reporting period[22]. - The company has made no significant new investments or acquisitions during the reporting period[127]. Inventory and Receivables - The inventory level was CNY 146,039,073.12, a slight decrease from CNY 150,830,297.40 at the start of the year[33]. - The company's inventory at the end of the period is CNY 148,344,046.50, with a provision for inventory depreciation of CNY 2,304,973.38[120]. - The company reported a decrease in accounts receivable to CNY 32,813,057.33 from CNY 30,031,068.74 at the beginning of the year[33]. - The provision for bad debts for accounts receivable was CNY 12,655,945.93 thousand, which is about 27.8% of the total accounts receivable[105]. Related Party Transactions - The company’s total revenue from related party transactions amounted to 6,363,526.65 RMB for electricity purchases, representing 31.99% of similar transactions[158]. - The company’s receivables from related parties included 2,838,990.23 RMB from Shandong Lubei Titanium Industry Co., Ltd., with a bad debt provision of 283,899.02 RMB[161]. - The company incurred a non-operating loss of 59,018.32 RMB from the disposal of non-current assets[163]. Regulatory and Compliance - There were no major lawsuits, arbitrations, or media controversies reported during the period[24]. - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period[30]. - The company has no changes in accounting policies or estimates during the reporting period[98].

Financial Performance - In 2013, the company's operating revenue was CNY 495.65 million, a decrease of 41.34% compared to CNY 845.02 million in 2012[18]. - The net profit attributable to shareholders was CNY 14.17 million, down 23.54% from CNY 18.53 million in the previous year[18]. - The basic earnings per share for 2013 was CNY 0.04, a decrease of 20% from CNY 0.05 in 2012[18]. - The weighted average return on net assets was 1.39%, down 0.22 percentage points from 1.61% in 2012[18]. - The net cash flow from operating activities was CNY 79.28 million, a decrease of 16.33% compared to CNY 94.75 million in 2012[18]. - The total profit amounted to CNY 23.83 million, down 40.25% compared to the previous year[29]. - Net profit for the period was CNY 14.17 million, reflecting a year-on-year decline of 23.54%[29]. - The company's operating cash flow for the year was CNY 79.2753 million, indicating a healthy operational status and a stable cash flow chain[37]. - Cash received from sales decreased by 35.71% compared to the previous year, primarily due to increased use of bank acceptance bills and a decline in sales prices of certain chemical products[38]. - The company reported a significant increase in accounts receivable, which rose to CNY 30,031,068.74 from CNY 3,749,954.51, a growth of 700.5%[145]. Assets and Liabilities - The company's total assets at the end of 2013 were CNY 1.31 billion, a slight increase of 0.29% from CNY 1.31 billion in 2012[18]. - The company reported a total net asset of CNY 1.02 billion at the end of 2013, reflecting a 1.32% increase from CNY 1.01 billion in 2012[18]. - The company's total liabilities amounted to CNY 288,134,981.62 at the end of 2013, down from CNY 297,706,018.52 at the beginning of the year, reflecting a decrease of approximately 4%[143]. - The company's total equity reached CNY 1,023,328,739.55, an increase from CNY 1,009,952,302.65 at the start of the year, representing a growth of about 1.8%[143]. - Cash and cash equivalents decreased to CNY 44,047,490.41 from CNY 80,945,927.21, a decline of approximately 45%[141]. - The total current assets rose to CNY 438,398,603.87, up 19.7% from CNY 366,344,979.14 at the beginning of the year[146]. Business Strategy and Operations - The company expanded the coverage area of plastic tarps to enhance salt production efficiency and reduce costs[24]. - The company implemented technical upgrades to improve product quality and increase ammonia recovery rates[24]. - The company focused on brand development and new product research to enhance market competitiveness[27]. - The company adopted a proactive marketing strategy to expand sales channels and improve brand recognition[26]. - The company is focused on developing core technologies for resource conservation and environmental protection, achieving international leading levels in certain technologies[43]. - The company plans to optimize its technology innovation industrial system and increase its R&D personnel to enhance product value and technological content[59]. - The company aims to expand its product sales market to increase market share and sales performance[59]. - The company is committed to enhancing safety production and environmental protection measures to mitigate risks associated with its chemical operations[61]. Shareholder and Governance - The total number of shareholders at the end of the reporting period was 33,871, consistent with the number before the annual report disclosure[92]. - The largest shareholder, Shandong Lubei Enterprise Group Co., Ltd., holds 25.29% of the shares, totaling 88,767,904 shares, having decreased by 15,493,746 shares during the reporting period[92]. - The company has no controlling or participating interests in other domestic or foreign listed companies during the reporting period[97]. - The company has established a long-term mechanism to prevent the controlling shareholder from occupying the company's funds and assets, ensuring no incidents of fund occupation occurred during the reporting period[120]. - The independent directors did not raise any objections to the board's proposals during the reporting period[126]. - The company maintains independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance, ensuring autonomous operational capability[129]. Risks and Challenges - The company faced significant risks from product price fluctuations and intense competition in the fertilizer industry, which could greatly impact performance[62]. - Rising costs of essential raw materials and energy, such as phosphate rock and coal, pose a direct threat to production costs and overall performance[62]. - The company is closely monitoring national policies affecting the fertilizer industry, which include both protective and restrictive measures[63]. - The company aims to enhance its product variety and core competitiveness while minimizing the impact of macroeconomic policies on strategic development[63]. Audit and Compliance - The company received a standard unqualified audit opinion from Lianda Accounting Firm, confirming the fair presentation of its financial statements[137]. - The company appointed Lianda Certified Public Accountants (Special General Partnership) as the new auditor for the 2013 fiscal year, with an audit fee of RMB 70,000, an increase from RMB 50,000 previously[80]. - The company maintained no significant internal control deficiencies during the reporting period, ensuring the integrity of financial reporting[134]. Employee and Management - The company employed a total of 906 staff, with 559 in production, 36 in sales, 198 in technical roles, 13 in finance, and 100 in administration[114]. - The company has established a layered training system combining internal and external training to enhance employee skills and meet corporate needs[115]. - The company has implemented a performance-based compensation system for senior management, linking their remuneration closely to management level and operational performance[130].

Financial Performance - Net profit attributable to shareholders decreased by 23.90% to CNY 3,579,948.05 compared to the same period last year[12] - Operating revenue decreased by 21.01% to CNY 131,647,255.53 compared to the same period last year[12] - Net profit for the current period was CNY 3,579,948.05, compared to CNY 4,704,398.55 in the previous period, showing a decrease of approximately 23.93%[22] - Operating revenue decreased to CNY 131,647,255.53 from CNY 166,659,233.62, a decline of about 21.05%[22] - The weighted average return on equity decreased by 0.11 percentage points to 0.35%[12] - The basic earnings per share remained stable at CNY 0.01, consistent with the previous period[22] Assets and Liabilities - Total assets increased by 0.75% to CNY 1,321,335,354.69 compared to the end of the previous year[12] - The total assets increased to CNY 1,321,335,354.69 from CNY 1,311,463,721.17, reflecting a growth of approximately 0.66%[20] - Current assets rose to CNY 455,430,447.48, up from CNY 438,398,603.87, indicating an increase of about 3.36%[20] - The total liabilities remained stable at CNY 294,627,953.51, slightly up from CNY 288,134,981.62, an increase of about 2.00%[20] Cash Flow - Cash flow from operating activities was CNY 31,614,137.63, a significant improvement from a negative CNY 20,805,050.78 in the same period last year[12] - The company reported a net cash flow from operating activities of CNY 31,614,137.63, a turnaround from a negative cash flow of CNY -20,805,050.78 in the previous period[25] - Cash and cash equivalents increased by 66.83% compared to the beginning of the year, primarily due to product sales and receivables[15] - Cash and cash equivalents at the end of the period increased to CNY 73,484,279.52 from CNY 34,959,991.43, representing a significant increase of approximately 110.00%[25] Shareholder Information - The number of shareholders increased to 35,163, with the largest shareholder holding 30.13% of the shares[12] Financial Expenses and Income - Financial expenses increased by 82.21% due to a significant decrease in interest income compared to the previous year[15] - Non-operating income increased by 128.95% due to an increase in the disposal of materials compared to the previous year[15] Inventory and Capital - Inventory decreased to CNY 134,927,873.12 from CNY 150,830,297.40, a reduction of approximately 10.59%[20] - The company maintained its capital reserve at CNY 874,159,582.29, unchanged from the previous period[20] Acquisition Plans - The company plans to issue shares to acquire 100% of Shandong Jinsheng Ocean Resource Development Co., Ltd., with the proposal approved by the board and shareholders[17]