2015 年第三季度报告 公司代码：603126 公司简称：中材节能 中材节能股份有限公司 2015 年第三季度报告 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 | 3,019,724,983.30 | | 3,066,492,810.87 | | | -1.53 | | 归属于上市公司股东的 | 1,325,279,160.28 | | 1,299,608,416.00 | | | 1.98 | | 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(%) | | | | （1-9 | 月） | （1-9 | 月） | | | | 经营活动产生的现金流 | 150,888,039.95 | | | 98,186,705.01 | | 53.67 | | 量净额 | ...

Financial Performance - The company's operating revenue for the first half of 2015 was ¥627,076,822.25, a decrease of 18.06% compared to ¥765,269,637.07 in the same period last year[23]. - The net profit attributable to shareholders of the listed company was ¥40,727,202.87, down 31.28% from ¥59,266,934.69 in the previous year[23]. - Basic and diluted earnings per share decreased by 63.19% to ¥0.0667, attributed to a decline in revenue and net profit compared to the previous year[24]. - The company experienced a decrease in new project contracts signed, impacting revenue and profit levels significantly[23]. - The overall performance of the company in the first half of 2015 was impacted by macroeconomic adjustments in the industry[51]. - The company reported a net profit of 117.48 million CNY from its wholly-owned subsidiary, Wuhan Building Materials Design Research Institute[55]. - The company reported a net loss of CNY 32,560,000.00 for the period, reflecting a significant decline in profitability[120]. Cash Flow and Liquidity - The net cash flow from operating activities increased by 62.04% to ¥82,671,374.33, primarily due to an increase in advance payments for new overseas projects[23]. - Net cash flow from financing activities decreased by 448.83% year-on-year, primarily due to the repayment of CNY 84 million in long-term loans[37]. - The company reported a cash outflow of 218,213,272.50 RMB for operating activities, which is an increase from 178,379,311.12 RMB, reflecting a rise of about 22%[115]. - The total cash inflow from operating activities was 312,450,813.04 RMB, compared to 205,911,285.43 RMB in the previous year, an increase of approximately 52%[115]. - The company's cash and cash equivalents decreased from CNY 197,876,932.46 to CNY 158,616,855.21, reflecting tighter liquidity[103]. Assets and Liabilities - The total assets at the end of the reporting period were ¥3,014,730,435.18, a decrease of 1.69% from ¥3,066,492,810.87 at the end of the previous year[23]. - Total liabilities were reported at ¥1,498,666,881.58, down from ¥1,565,598,958.40, indicating a reduction of approximately 4.27%[101]. - The company's non-current assets amounted to ¥1,269,831,960.02, an increase from ¥1,215,420,022.39, indicating a growth of approximately 4.48%[101]. - The total equity attributable to the parent company at the end of the reporting period is CNY 1,516,063,553.60, a decrease of CNY 122,100,000.00 compared to the previous period[120]. Project Development and Management - The company plans to focus on expanding overseas projects to mitigate the impact of domestic market challenges[23]. - The company signed 20 BOOT investment and energy management projects, with 14 already generating power by June 2015[33]. - The company is actively expanding into international markets, signing projects in Pakistan and other countries[32]. - The company has registered three subsidiary companies for project construction and is accelerating project development[60]. - The company is focusing on internal reforms to enhance market development and improve project management and cost control[32]. Research and Development - The company launched 46 research projects and applied for 6 new patents during the reporting period[33]. - The company reported a 5.9% increase in sales of garbage boilers and a 9.43% increase in waste heat boilers[33]. - The company is focused on developing new building materials and energy-saving insulation materials, along with related resource utilization technologies[81]. Shareholder and Equity Information - The company distributed a total of 122.1 million bonus shares and converted 81.4 million from capital reserves, along with a cash distribution of CNY 32.56 million[62]. - The total share capital increased from 407,000,000 shares to 610,500,000 shares following the implementation of the profit distribution plan[89]. - China National Materials Group Corporation increased its holdings by 123,401,229 shares, holding a total of 370,203,686 shares, representing 60.64% of the total shares[93]. - The company has a total guarantee amount of CNY 6 million, which accounts for 2.85% of the company's net assets[73]. Compliance and Governance - The company is committed to enhancing corporate governance in compliance with relevant laws and regulations, ensuring no discrepancies with regulatory requirements[84]. - The company has not reported any significant penalties or corrective actions against its directors or major shareholders during the reporting period[84]. - The company has committed to not engaging in any business activities that directly or indirectly compete with its main operations, ensuring no conflicts of interest arise[81]. Market Conditions and Challenges - The cement industry saw a national production decline of 5.3%, impacting the company's waste heat power generation business[28]. - The Ulaanbaatar BOOT project faced challenges due to a significant reduction in market demand for cement, leading to a negative impact on revenue[51]. - The company has plans to continue expanding its market presence despite the current economic challenges affecting the cement industry[51].

Financial Performance - Operating revenue declined by 12.05% to CNY 283,145,608.87 from CNY 321,939,721.37 in the same period last year[5] - Net profit attributable to shareholders decreased by 9.34% to CNY 19,643,708.40 compared to CNY 21,668,171.18 in the previous year[5] - Basic and diluted earnings per share fell by 27.15% to CNY 0.0483 from CNY 0.0663 in the same quarter last year[5] - The weighted average return on equity decreased by 16.81% to 1.089% compared to 1.309% in the previous year[5] - Total operating revenue for Q1 2015 was CNY 283,145,608.87, a decrease of 12.1% from CNY 321,939,721.37 in the same period last year[30] - Net profit for Q1 2015 was CNY 21,105,335.83, a decline of 9.2% compared to CNY 23,235,886.53 in Q1 2014[31] - Comprehensive income for Q1 2015 was CNY 20,934,919.85, compared to CNY 23,201,385.47 in the same period last year, reflecting a decline of 9.8%[32] - The company reported a profit before tax of CNY 26,920,818.57, down 11.0% from CNY 30,440,716.13 in Q1 2014[31] Cash Flow - Cash flow from operating activities showed a significant decline of 139.40%, resulting in a net cash outflow of CNY -23,109,571.02[5] - The net cash flow from operating activities was -23,109,571.02 RMB, a significant decrease compared to 58,651,220.75 RMB in the previous period[37] - Total cash inflow from operating activities was 277,056,872.78 RMB, while cash outflow was 300,166,443.80 RMB, resulting in a net cash flow deficit[37] - The company raised 64,000,000.00 RMB through borrowings, but had cash outflows of 108,507,604.17 RMB from financing activities, resulting in a net cash flow from financing activities of -44,507,604.17 RMB[38] - The company incurred cash outflows of 86,120,903.41 RMB for purchasing goods and services, which increased from 48,903,543.62 RMB in the previous period[40] Assets and Liabilities - Total assets decreased by 2.34% to CNY 2,994,782,221.79 compared to the end of the previous year[5] - Total current assets decreased from CNY 1,851,072,788.48 at the beginning of the year to CNY 1,725,035,688.53, a decline of approximately 6.8%[23] - Cash and cash equivalents dropped from CNY 482,490,174.73 to CNY 337,266,059.64, representing a decrease of about 30.1%[23] - Total liabilities decreased from CNY 1,565,598,958.40 to CNY 1,473,053,007.23, a decline of about 5.9%[25] - Total equity increased from CNY 1,500,893,852.47 to CNY 1,521,729,214.56, reflecting a growth of approximately 1.5%[25] Shareholder Information - The total number of shareholders reached 24,958 as of the report date[10] - The largest shareholder, China National Materials Group Corporation, holds 60.64% of the shares[10] Company Commitments and Plans - The company is committed to repurchasing all newly issued shares if there are significant misstatements in the prospectus that affect the legality of the issuance[16] - The company will announce the repurchase plan within 10 trading days if the prospectus is found to have violations, including details on the number of shares and price range[16] - The company aims to maintain long-term holdings in its shares to benefit from dividends as a return on investment[17] - The company will compensate investors for losses incurred due to misstatements in the prospectus[16] - The company will freeze its funds to guarantee compensation for investors if it fails to fulfill its commitments[16] - The company is focused on developing new energy-saving building materials and technologies, including silica calcium boards and cement fiberboards[19] - The company is a leading provider in the field of waste heat power generation and aims to expand its services and investments in this area[17] Stock Management - The company has a lock-up period of 36 months for its shares post-IPO, during which it will not transfer or manage its shares directly or indirectly[17] - If the stock price falls below the issuance price for 20 consecutive trading days, the lock-up period will automatically extend for at least 6 months[17] - The company will not reduce its holdings in shares below the issuance price during the lock-up period[17] - The company will notify the market 4 trading days prior to any share reduction, ensuring transparency[17] - The total number of shares to be repurchased will not exceed 2% of the total issued shares, with specific plans to be disclosed if buybacks are initiated[20] - If the stock price falls below the audited net asset value per share for 20 consecutive trading days, the company will trigger buyback obligations[20] Miscellaneous - The company reported a non-recurring loss of CNY 580,881.57 attributable to minority shareholders[11] - The financial statements as of March 31, 2015, are unaudited and presented in RMB[22]

Financial Performance - In 2014, the company achieved a net profit of ¥45,660,537.35, with a statutory surplus reserve of ¥4,566,053.74, resulting in a distributable profit of ¥374,275,590.72 at year-end [5]. - The company's operating revenue for 2014 was approximately CNY 1.52 billion, a slight increase of 0.33% compared to CNY 1.52 billion in 2013 [25]. - Net profit attributable to shareholders was CNY 106.41 million, reflecting a 2.14% increase from CNY 104.19 million in 2013 [25]. - The net cash flow from operating activities increased by 5.77% to CNY 202.12 million from CNY 191.10 million in 2013 [25]. - The company's total assets grew by 11.28% to CNY 3.07 billion at the end of 2014, compared to CNY 2.74 billion at the end of 2013 [25]. - Basic earnings per share decreased by 7.31% to CNY 0.2953 from CNY 0.3186 in 2013 [26]. - The weighted average return on equity decreased by 8.22 percentage points to 8.49% from 9.25% in 2013 [26]. - The company reported non-recurring gains of CNY 47.74 million in 2014, compared to CNY 54.89 million in 2013 [29]. Profit Distribution - The profit distribution plan includes a bonus of 3 shares for every 10 shares held, a capital reserve conversion of 2 shares, and a cash distribution of ¥0.8 per share, totaling 122,100,000 shares in bonuses and ¥32,560,000 in cash [5]. - In 2014, the company distributed a cash dividend of 0.85 yuan per 10 shares, totaling 27.79 million yuan [117]. - The company’s cash dividend distribution ratio for 2014 was 30.60% of the net profit attributable to shareholders [118]. - The company has a differentiated cash dividend policy based on its development stage and major capital expenditure plans, with minimum cash dividend ratios of 80%, 40%, and 20% for different scenarios [112]. - The company strictly followed its profit distribution policy and shareholder resolutions during the reporting period [117]. Acquisitions and Investments - The company completed the acquisition of Nantong Boiler in September 2014, which constituted a merger under common control [26]. - The company completed the acquisition of a 66.2% stake in Nantong Wanda Boiler Co., enhancing its capabilities in energy-saving equipment manufacturing [37]. - The company raised 276.80 million yuan through the issuance of 80 million shares at 3.46 yuan per share, with net proceeds of 251.20 million yuan allocated to various projects [61]. - The company has invested RMB 4.1 million in the Wuhan Building Materials Industrial Design Research Institute project, which is in line with the planned progress [81]. Market and Operational Strategy - The company anticipates significant infrastructure investment demand in the Asia-Pacific region, estimated at CNY 50 trillion over the next decade, which could drive cement consumption by 500 million tons annually [36]. - The company is actively exploring external markets for waste heat power generation, achieving notable success in sectors like carbon and coking [38]. - The company signed new contracts totaling 1.534 billion yuan in 2014, with a significant contract for a cement waste heat power project in Saudi Arabia worth 61.8 million USD, contributing to stable performance in 2015 [45]. - The company aims to become a leading international energy-saving service provider, focusing on technology development and expanding into non-cement industries [63]. - The company is positioned as a leader in domestic cement waste heat power generation technology and engineering contracting, maintaining strong competitiveness in brand, project performance, and customer relationships [90]. Risk Management - The company emphasizes the importance of risk awareness regarding forward-looking statements in its annual report [11]. - The company is managing exchange rate risks, with the RMB appreciating by 0.8% against the USD in 2014, and plans to consider this in contract pricing and currency exchange [105]. - The company is addressing risks associated with BOOT/EMC business models, including the variability of preferential policies and long contract cycles that may affect project execution [104]. - The company has established a loan management system to enhance risk control and procedural compliance regarding entrusted loans [77]. Corporate Governance - The company received a standard unqualified audit report from Ruihua Certified Public Accountants [6]. - The company’s financial report is guaranteed to be true, accurate, and complete by its board of directors and senior management [6]. - The company has a robust governance structure with independent directors ensuring accountability and transparency [177]. - The management team has a history of successful project execution, which is vital for maintaining operational efficiency [175]. Shareholder Relations - The company aims to protect investor rights through these commitments and measures [131]. - The stock price stabilization measures are designed to maintain market confidence and support the company's share value [131]. - The company has established specific conditions under which these stabilization measures will be enacted, ensuring compliance with regulatory requirements [132]. - The company will compensate investors for losses if there are false statements or omissions in the prospectus [135]. Research and Development - Research and development expenses increased by 50.57% to CNY 79,605,461.99, reflecting the company's commitment to innovation [42]. - The company is committed to ensuring research and development investments, focusing on the industrialization of research outcomes, particularly in low-quality heat source ORC system technology and international standards for waste heat power generation [100]. - The company is focused on the comprehensive utilization of waste heat and pressure as part of its energy-saving services [135]. Employee and Management Structure - The total number of employees in the parent company is 336, while the main subsidiaries employ 1,499, resulting in a total of 1,835 employees [190]. - The company has a training plan completion rate of over 95% for 2014 [192]. - The board of directors consists of 8 members, including 3 independent directors, and has established several specialized committees [197]. - The total remuneration for all directors, supervisors, and senior management at the end of the reporting period was 3.7079 million yuan (pre-tax) [186].

Financial Performance - Net profit attributable to shareholders decreased by 0.86% to CNY 87,757,173.37[9] - Operating revenue for the period was CNY 1,088,790,911.48, reflecting a 1.17% increase year-on-year[8] - Basic and diluted earnings per share decreased by 5.98% to CNY 0.2545[9] - Total operating revenue for Q3 2014 was CNY 323,521,274.41, a decrease of 14.8% compared to CNY 379,695,312.74 in Q3 2013[32] - Net profit attributable to the parent company for Q3 2014 was CNY 28,490,238.68, a decline of 27.8% from CNY 39,404,783.90 in Q3 2013[34] - The company reported a comprehensive income total of CNY 32,438,338.20 for Q3 2014, compared to CNY 43,717,242.58 in Q3 2013, indicating a decrease of 25.7%[34] - The total profit for Q3 2014 was approximately ¥6.41 million, down 85.7% from ¥44.99 million in Q3 2013[36] - The company’s operating costs for Q3 2014 were approximately ¥124.98 million, a decrease of 28.0% from ¥173.70 million in Q3 2013[36] Cash Flow - Net cash flow from operating activities decreased by 49.47% to CNY 98,186,705.01 due to reduced cash flow from customers in high-energy-consuming industries[10] - The company reported a decrease in cash receipts from sales and services by CNY 316,313,700 compared to the same period last year[10] - Cash flow from operating activities for the first nine months of 2014 was approximately ¥98.19 million, a decline of 49.5% compared to ¥194.33 million in the same period of 2013[39] - Total cash inflow from operating activities for the first nine months of 2014 was approximately ¥1.08 billion, down 23.4% from ¥1.41 billion in the previous year[39] - Cash flow from investing activities for the first nine months of 2014 showed a net outflow of approximately ¥432.09 million, compared to a net outflow of ¥69.37 million in the same period of 2013[40] - Cash flow from financing activities for the first nine months of 2014 was a net inflow of approximately ¥229.49 million, compared to a net outflow of ¥73.56 million in the same period of 2013[40] Assets and Liabilities - Total assets increased by 6.76% to CNY 2,936,866,137.72 compared to the end of the previous year[8] - Total liabilities stood at CNY 1,459,151,928.01, up from CNY 1,399,885,684.70, marking an increase of about 4.3%[27] - The company's equity increased to CNY 1,477,714,209.71 from CNY 1,351,050,068.60, showing a growth of approximately 9.4%[27] - The company's cash and cash equivalents decreased to CNY 339,947,365.02 from CNY 443,675,239.45 at the beginning of the year, representing a decline of approximately 23.4%[26] - Accounts receivable increased to CNY 458,706,940.96 from CNY 411,799,637.81, reflecting a growth of about 11.4%[26] - Inventory levels rose to CNY 724,551,049.10 from CNY 658,947,114.77, indicating an increase of approximately 9.9%[26] Shareholder Information - The total number of shareholders reached 28,701 by the end of the reporting period[14] - The largest shareholder, China National Materials Group Corporation, holds 60.64% of the shares[14] - The top ten unrestricted shareholders hold a total of 3,000,000 shares, with the largest shareholder holding 861,200 shares[15] - The company has a 12.05% stake held by China National Materials Group Corporation as of September 30, 2014[15] Share Buyback and Investor Protection - The company has committed to maintaining stock price stability through potential share buybacks or increases in shareholding by major shareholders[16] - The share buyback plan will not exceed 2% of the total issued shares, with a minimum of 0.5%[17] - If the average stock price remains below the audited net asset value per share, the company is obligated to continue buybacks until reaching the 2% threshold[17] - The company plans to announce any share buyback plans within 10 trading days after triggering the buyback obligation[17] - Major shareholders are required to disclose any plans for increasing their holdings within 20 trading days if the company does not announce a buyback plan[17] - The company aims to protect investor rights through these commitments and strategies[16] - The company is committed to repurchasing all newly issued shares if there are false statements or omissions in the prospectus that significantly affect the judgment of compliance with legal issuance conditions[18] - The company will complete the share repurchase within 6 months from the triggering date of the repurchase obligation, with the repurchase price determined by the higher of the issuance price or the average weighted price over the last 30 trading days prior to the recognition of violations[18] - The company will disclose relevant information regarding share repurchase plans, including the number of shares, price range, and completion timeline[18] Business Operations and Commitments - The company is a leading comprehensive energy-saving service provider in the domestic waste heat power generation sector, focusing on long-term growth and dividend returns from its investment in energy-saving shares[19] - The main business of China National Materials Energy Saving includes investment in domestic and international waste heat power generation projects, technology development, engineering design and consulting, and project management[21] - The company has committed to not engaging in any business activities that directly or indirectly compete with the main business of China National Materials Energy Saving and its subsidiaries[21] - The company has established a plan to ensure that any potential competition with China National Materials Energy Saving is avoided to protect the interests of minority shareholders[21] - The company has agreed to temporarily withhold cash dividends owed to it from China National Materials Energy Saving to cover any compensation amounts due to investors[21] - The company will repurchase shares if it is found to have violated commitments made during the IPO of China National Materials Energy Saving[20] - The company has outlined a plan to compensate investors for any losses incurred due to violations of commitments[21] - The company will notify China National Materials Energy Saving four trading days prior to any share reduction[20]