Group 1 - The company plans to revise its governance documents in response to new regulations issued by the China Securities Regulatory Commission and the Shanghai Stock Exchange [6][10] - A total of 31 governance documents will be revised, including the rules for shareholder meetings and board meetings [6][7] - The revised governance documents will be submitted for approval at the 2024 annual shareholders' meeting [3][7] Group 2 - The company intends to abolish its supervisory board, transferring its functions to the audit and risk committee of the board of directors [10][13] - This decision aligns with new regulatory requirements and aims to enhance corporate governance [10][13] - The proposal to abolish the supervisory board will also be presented at the 2024 annual shareholders' meeting for approval [12][11] Group 3 - The 2024 annual shareholders' meeting is scheduled for May 15, 2025, and will be held at the company's headquarters [17][18] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's voting system [19][21] - Shareholders must register to attend the meeting, with specific procedures outlined for both corporate and individual shareholders [25][23] Group 4 - The company will hold a performance briefing on May 8, 2025, to discuss its 2024 annual results and the first quarter of 2025 [30][31] - The briefing will be conducted online, allowing investors to interact and ask questions [31][33] - Key company executives will participate in the briefing to address investor inquiries [32][34]

本次会计政策变更无需提交公司股东会审议。 特此说明！ 株洲旗滨集团股份有限公司 0538- 议案 05- 关于会计政策变更的议案 - 附件 04- 董事会说明 株洲旗滨集团股份有限公司董事会 关于会计政策变更事项的说明 根据《证券法》《上市公司信息披露管理办法》《企业会计准则》《上海证 券交易所股票上市规则》等有关规定，株洲旗滨集团股份有限公司（以下简称"公 司"）董事会对《关于会计政策变更的议案》进行了审核，有关事项说明如下： 本次公司根据财政部《关于印发<企业会计准则解释第 17 号>的通知》（财 会〔2023〕21 号）（以下简称"准则解释第 17 号"）和《关于印发<企业会计 准则解释第 18 号>的通知》（财会〔2024〕24 号）（以下简称"准则解释第 18 号"）的要求，自 2024 年 1 月 1 日起执行准则解释第 17 号和准则解释第 18 号。 董事会认为：本次会计政策变更是公司根据财政部发布的准则解释第 17 号和准 则解释第 18 号的要求进行的合理变更，变更后的会计政策能够更加客观、公允 地反映公司的财务状况、经营成果和现金流量，符合公司和所有股东的利益，本 次会计政策变更不涉及对 ...

| | 资金占用 | 占用方 与上市 | 上市 公司 | | | 2024 | 年度占用累 | 2024 | 年度占 | | | | | 占用 | 占用 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性 资金占用 | 方 名称 | 公司的 关联关 | 核算 的会 计科 | 2024 | 年期初占用 资金余额 | 利息) | 计发生金额(不含 | | 用资金的利 息(如有) | 2024 | 年度偿还累 计发生金额 | 2024 | 年期末占用 资金余额 | 形成 原因 | 性质 | | | | | 系 | 目 | | | | | | | | | | | | | | | 现控股股 | | | | | | | | | | | | | | | 非经 营性 | | | 东、实际 | | | | | | | | | | | | | | | | | | 控制人及 | | | | | | | | | | | | | | | 占用 | | | 其附 ...

株洲旗滨集团股份有限公司 2024 年度 CAC 审字[2025]0416 号 CAC 审计报告 CAC 审计机构：中审华会计师事务所（特殊普通合伙） | | 目 A | 录 C | | | --- | --- | --- | --- | | C 目 | 录 | | 页 码 | | 一、审计报告 | | | 1-5 | | 二、已审财务报表 | | | | | 1、合并资产负债表 | | | 6-7 | | 2、合并利润表 | | | 8 | | 3、合并现金流量表 | | | 9 | | 4、合并所有者权益变动表 | | | 10-11 | | 5、母公司会计报表 | | | 12-17 | | 6、财务报表附注 | | | 18-124 | 三、附件 1、审计机构营业执照及执业许可证复印件 CAC 审 计 报 告 CAC 审字[2025]0416 号 CAC 株洲旗滨集团股份有限公司全体股东： 一、审计意见 我们审计了株洲旗滨集团股份有限公司（以下简称"旗滨集团"）财务报表，包括 2024 年 12 月 31 日的合并及母公司资产负债表，2024 年度的合并及母公司利润表、现 金流量表和股东权益变动表以及 ...

Core Viewpoint - Qibin Group announced a cash distribution plan for the year 2024, proposing a dividend of 0.45 yuan per 10 shares (including tax), totaling an expected cash payout of 120 million yuan, marking the 13th cash distribution since the company's listing [2]. Company Summary - The company has a history of cash distributions since its listing, with the latest plan reflecting a dividend yield of 0.69% [2]. - The previous year's distribution was significantly higher, with a payout of 3.3 yuan per 10 shares, totaling 877 million yuan and a dividend yield of 3.52% [2]. - The company projected a net profit for 2024 between 330 million yuan and 410 million yuan, indicating a year-on-year decline of 76.58% to 81.15% [2]. Industry Summary - In the building materials sector, 32 companies have announced their 2024 distribution plans, with Conch Cement leading with a payout of 3.747 billion yuan [4]. - Qibin Group's cash distribution ranks lower in comparison to other companies in the industry, with a payout of 119.61 million yuan [5]. - The financing balance for Qibin Group is reported at 347 million yuan, with a recent increase of 3.88 million yuan, reflecting a growth rate of 1.13% [4].

| 证券代码：601636 | 证券简称：旗滨集团 | 公告编号：2025-034 | | --- | --- | --- | | 可转债代码：113047 | 可转债简称：旗滨转债 | | 株洲旗滨集团股份有限公司 关于继续使用闲置自有资金进行投资理财业务的公告 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： ●交易金额：继续使用闲置自有资金进行投资理财业务，总额度不超过 20 亿元（单日最高余额），投资期限自 2024 年年度股东会审议通过之日起未来十 二个月内有效，额度内资金在授权期限内可以循环滚动使用。 ●已履行的审议程序：本事项已经第五届董事会第三十八次会议、第五届监 事会第三十七次会议审议通过。按照投资权限，本事项尚需提交 2024 年年度股 东会审议。 ●风险提示：金融市场受宏观经济的影响较大，该项投资可能受到市场波动 影响的风险，投资的实际收益存在不确定性风险，敬请广大投资者注意投资风险， 理性决策。 一、投资理财概述 末尚未到期理财产品本金余额为 97,000 万元（15 笔），实际理财收益为 ...

证券代码：601636 证券简称：旗滨集团 公告编号：2025-035 可转债代码：113047 可转债简称：旗滨转债 株洲旗滨集团股份有限公司 关联交 易类别 关联人 交易内容 2024 年 预计金额 （万元） 2024 年实际 发生金额 （万元） 预计金额与实 际发生金额差 异较大的原因 销售商 品或提 供劳务 漳州南玻旗滨光伏 新能源有限公司 场地租赁及转 供水电 40.00 40.21 河源南玻旗滨光伏 新能源有限公司 场地租赁及转 供水电 35.00 32.53 绍兴南玻旗滨新能 源有限公司 转供水电 1.00 0.26 旗滨新能源发展（深 圳）有限责任公司 场地租赁及转 供水电 215.00 172.48 漳州旗滨新能源发 展有限责任公司 场地租赁及转 供水电 0.00 166.85 新增关联方 购买商 品或接 受劳务 河源南玻旗滨光伏 新能源有限公司 电力采购（供 电协议） 210.00 186.00 绍兴南玻旗滨新能 电力采购（供 40.00 24.52 1、2024 年度关联交易的预计和执行情况 | | 源有限公司 | 电协议） | | | | --- | --- | --- | --- | ...

Financial Performance - The company's operating revenue for Q1 2025 was CNY 3,483,985,893.52, a decrease of 9.68% compared to CNY 3,857,172,796.61 in the same period last year[4] - Net profit attributable to shareholders increased by 6.38% to CNY 470,087,221.54 from CNY 441,901,163.67 year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses showed a significant decline of 100.74%, primarily due to a decrease in market prices for float glass and photovoltaic glass[8] - Net profit for Q1 2025 was approximately ¥437.92 million, a decrease of 6.8% from ¥469.91 million in Q1 2024[30] - Operating profit for Q1 2025 was approximately ¥508.02 million, down 9.5% from ¥561.44 million in Q1 2024[29] - The total comprehensive income for Q1 2025 was approximately ¥439.34 million, slightly down from ¥443.28 million in Q1 2024[30] Cash Flow and Liquidity - The net cash flow from operating activities improved significantly by 105.34%, reaching CNY 16,915,856.91, compared to a negative cash flow of CNY -317,069,207.66 in the previous year[4] - Cash flow from operating activities generated a net amount of approximately ¥16.92 million in Q1 2025, compared to a negative cash flow of ¥317.07 million in Q1 2024[32] - Cash flow from investing activities resulted in a net outflow of approximately ¥800.29 million in Q1 2025, an improvement from a net outflow of ¥1.37 billion in Q1 2024[33] - Cash flow from financing activities generated a net inflow of approximately ¥1.66 billion in Q1 2025, compared to ¥1.40 billion in Q1 2024[33] - The company's cash and cash equivalents increased to RMB 4.11 billion from RMB 3.20 billion, reflecting a growth of approximately 28.3%[24] - The company’s cash and cash equivalents at the end of Q1 2025 stood at approximately ¥3.93 billion, an increase from ¥3.27 billion at the end of Q1 2024[33] Assets and Liabilities - Total assets at the end of the reporting period were CNY 36,188,075,402.98, an increase of 4.51% from CNY 34,627,926,670.90 at the end of the previous year[5] - The total liabilities of the company as of March 31, 2025, amounted to RMB 21.35 billion, compared to RMB 20.23 billion at the end of 2024, indicating a rise of about 5.5%[26] - As of March 31, 2025, the company's total current assets reached RMB 10.95 billion, an increase from RMB 9.15 billion as of December 31, 2024[24] - The company's retained earnings increased to RMB 7.09 billion from RMB 6.62 billion, reflecting a growth of approximately 7.1%[26] - The company reported a total of RMB 2.37 billion in inventory as of March 31, 2025, compared to RMB 2.07 billion at the end of 2024, indicating an increase of about 14.5%[24] Shareholder Information - The total number of common shareholders at the end of the reporting period is 116,282[10] - Fujian Qibin Group Co., Ltd. holds 681,172,979 shares, accounting for 25.38% of total shares[10] - The second largest shareholder, Yu Qibing, holds 381,423,500 shares, representing 14.21%[10] Acquisition and Strategic Plans - The company plans to acquire 28.78% equity in Hunan Qibin Solar Technology Co., Ltd. through a share issuance[12] - The acquisition does not involve raising matching funds and is part of a broader strategy to enhance market presence[12] - The company is currently conducting audits, evaluations, and due diligence related to the acquisition[13] - The company plans to focus on improving operational efficiency and exploring new market opportunities to enhance future growth prospects[8] - The company will continue to provide monthly updates on the progress of the acquisition and related activities[13] Performance Compensation and Restructuring - Adjustments to the restructuring plan include performance compensation agreements tied to specific subsidiaries[14] - The performance commitment period for the acquired mining rights is set for three consecutive fiscal years following the completion of the transaction[14] - The performance compensation amount for Yiliang Silicon Industry is calculated as (cumulative committed net profit - cumulative realized net profit) / cumulative committed net profit × transaction price of 9.5153 million yuan for the mining rights[15] - The performance compensation amount for Zixing Silicon Industry is calculated as (cumulative committed net profit - cumulative realized net profit) / cumulative committed net profit × transaction price of 7.6147 million yuan for the mining rights[15] - The total compensation amount for other committed assets will be determined based on the impairment testing results[15] - The performance compensation and impairment compensation for Yiliang Silicon Industry and Zixing Silicon Industry are capped at the respective transaction prices of 9.5153 million yuan and 7.6147 million yuan[16] Asset Disposal and Future Operations - The company completed the asset transfer with Zhejiang Energy and Chengfa Group, receiving a total of RMB 800.42 million, which accounts for 90% of the total transaction amount[19] - The transaction is expected to increase the company's net profit by RMB 449 million[19] - As of November 2023, the total amount received from the asset disposal by Shaoxing Qibin and Zhejiang Energy is 62.37641 million yuan, accounting for 69.81% of the total transaction amount of 89.35282 million yuan[18] - The new production line at Shaoxing Qibin is scheduled to commence commercial operations in February 2024, following the planned shutdown of the old production line in December 2023[18] - The progress payment received by Shaoxing Qibin and Zhejiang Energy in December 2024 was 17.7 million yuan, representing 19.81% of the total transaction amount[18] Other Financial Metrics - Basic earnings per share rose to CNY 0.1752, reflecting a 6.38% increase from CNY 0.1647 in the previous year[4] - The return on equity (ROE) increased by 0.23 percentage points to 3.46% compared to 3.23% in the previous year[5] - The company paid interest of RMB 14.98 million for the fourth year of its convertible bonds[21] - As of the reporting period, a total of RMB 1.55 million of convertible bonds have been converted into 123,739 shares, which is 0.0046% of the total shares before conversion[21]

Financial Performance - The company's operating revenue for 2024 was approximately CNY 15.65 billion, a slight decrease of 0.21% compared to 2023 [25]. - Net profit attributable to shareholders for 2024 was CNY 382.59 million, representing a significant decline of 78.15% from the previous year [25]. - The basic earnings per share for 2024 decreased to CNY 0.1435, down 78.10% compared to CNY 0.6552 in 2023 [26]. - The total assets increased by 8.50% to CNY 34.63 billion at the end of 2024, compared to CNY 31.92 billion at the end of 2023 [25]. - The net cash flow from operating activities for 2024 was CNY 911.82 million, a decrease of 40.91% from CNY 1.54 billion in 2023 [25]. - The weighted average return on equity for 2024 was 2.87%, down 10.44 percentage points from 13.31% in 2023 [26]. - The gross profit margin for the glass production and processing segment was 15.13%, down 9.38% year-on-year [74]. - The gross profit margin for the glass sales segment was 15.13%, a decrease of 0.99% compared to the previous year [75]. Dividend and Share Repurchase - The proposed cash dividend for 2024 is RMB 0.45 per 10 shares, resulting in a total cash dividend of RMB 119,608,726.73 (including tax), based on a total share capital of 2,683,516,763 shares [7]. - The cash dividend payout ratio for the year is 31.26%, with total cash dividends and share repurchase amounting to RMB 238,720,369.23, which is 62.40% of the net profit attributable to shareholders [7]. - The company has implemented a share repurchase amounting to RMB 119,111,642.50 during the year [7]. - The company paid cash dividends of 877 million yuan (including tax) and has distributed a total of 7.80 billion yuan in cash dividends since its listing, with an average cash dividend payout ratio of 52.57% [43]. Research and Development - The company increased its R&D investment to 585 million yuan, a year-on-year increase of 2.21%, with an R&D expense ratio of 3.74% [41]. - The company submitted 259 patent applications in 2024, with 168 new patents granted, including 52 invention patents and 115 utility model patents [41]. - Research and development expenses increased to ¥584.89 million, up by ¥12.65 million year-on-year, as the company aims to enhance competitiveness [81]. - The total R&D expenditure for the period amounted to ¥584,885,306.84, representing 3.74% of the operating revenue [82]. Market Trends and Industry Challenges - The float glass industry is experiencing a downward trend in demand, with new housing starts in China decreasing by 23% year-on-year and completion area down by 27.7% [44]. - The photovoltaic glass industry faced significant price drops due to an imbalance in supply and demand, with cumulative production of ultra-white glass reaching 2.861 million tons, up 14.64% year-on-year [49]. - The photovoltaic industry saw a slowdown in growth, with new installed capacity growth dropping from 148% in 2023 to 27.8% in 2024 [48]. - The float glass industry is under pressure from the real estate sector's downturn, affecting overall profitability and operational stability [44]. - The energy-saving building glass market is facing intense competition with frequent price wars, leading to compressed profit margins and a need for technological innovation and market expansion [130]. Strategic Focus and Future Plans - The company plans to focus on new product development and market expansion strategies in the upcoming fiscal year [35]. - The company is focusing on international expansion and enhancing overseas resource acquisition and market development [38]. - The company aims to enhance its product offerings by increasing the production capacity of high-value-added products such as colored glass and coated glass [63]. - The company is actively pursuing international market expansion for its energy-saving glass products to enhance brand image [63]. - The company aims to achieve a revenue of 17 billion yuan by 2025, focusing on high-quality development through technological breakthroughs and industrial upgrades [138]. Governance and Management - The company is implementing a governance reform to enhance its board structure and improve operational efficiency [37]. - The company has established a governance structure that separates ownership, decision-making, and operational powers to improve efficiency and transparency [64]. - The board consists of 9 members, including 3 independent directors, ensuring compliance with legal requirements [153]. - The company has established a performance evaluation mechanism for senior management to ensure accountability and effective governance [155]. - The company has not reported any significant differences in governance compared to regulations set by the China Securities Regulatory Commission [156]. Operational Efficiency and Risk Management - The company is committed to risk management and has established a comprehensive internal control system to mitigate operational risks [42]. - The company aims to improve production efficiency and product quality while implementing cost control measures to strengthen its market position [136]. - The company is focused on reducing the impact of raw material price increases through improved procurement strategies and supply chain management [144]. - The company will strengthen financial control mechanisms to enhance business stability and optimize capital structure to improve fund management efficiency [140]. Employee Development and Training - The company has implemented a comprehensive training management system to enhance employee capabilities and career development, ensuring alignment with strategic goals [196]. - The training programs for middle and lower management focus on practical application and effectiveness, enhancing their influence and execution capabilities [194]. - The company has established a "pre-employment warming" and "500-day full-chain training mechanism" for new graduates to facilitate their integration into the company culture [195]. - The company has a systematic talent reserve mechanism to quickly fill key positions and ensure business continuity during personnel changes [194]. Acquisitions and Investments - The company plans to acquire 28.78% of the equity in Hunan Qibin Photovoltaic Technology Co., Ltd. through a share issuance [106]. - The company is investing approximately RMB 1.45 billion in the Sabah high-transparency substrate project in Malaysia, with a planned production capacity of 1,200 tons per day [98]. - The company approved the acquisition of minority equity in subsidiaries, including Fujian Qibin Pharmaceutical Material Technology Co., Ltd. and Hunan Qibin Electronics Co., Ltd. [185]. - The company is set to issue shares for asset acquisition and related party transactions, with 20 proposals approved in the meeting [183].

证券代码：601636 证券简称：旗滨集团 公告编号：2025-042 可转债代码：113047 可转债简称：旗滨转债 株洲旗滨集团股份有限公司 关于召开2024年年度股东会的通知 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： 股东会召开日期：2025年5月15日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 一、 召开会议的基本情况 (一) 股东会类型和届次 2024年年度股东会 (二) 股东会召集人：董事会 (三) 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相 结合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2025 年 5 月 15 日 14 点 00 分 召开地点：公司办公总部会议室（深圳市南山区桃源街道龙珠四路 2 号方大 城 T1 栋 31 楼） (五) 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 5 月 15 日 至2025 年 5 月 15 日 采用上海证券交易所网 ...