重庆再升科技股份有限公司 2024 年度独立董事述职报告(盛学军) 作为重庆再升科技股份有限公司(以下简称"公司")的独立董事,2024 年度本人严格按照《中华人民共和国公司法》、《中华人民共和国证券法》、《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》等法律法规及《重 庆再升科技股份有限公司章程》、《重庆再升科技股份有限公司独立董事工作制 度》的有关规定,诚实、勤勉、独立地履行独立董事职责,积极出席相关会议, 认真审议董事会各项议案,对公司重大事项发表了独立、客观、公正的独立意见, 切实维护公司和全体股东的合法权益,促进公司规范运作,充分发挥了独立董事 的独立作用。现将 2024年度本人作为公司独立董事的述职情况报告如下: 一、独立董事基本情况 (一)个人工作履历、专业背景以及兼职情况 盛学军先生:1969年生,中国国籍,无境外永久居留权,博士研究生学历。 曾任西南政法大学校学位委员会副主席、经济法学院院长,挂职担任最高人民法 院民事审判第二庭副庭长、审判员。获中国法学优秀成果二等奖、国家级教学成 果二等奖等殊荣。现任西南政法大学教授、博士生导师,兼任重庆市人大常委会 咨询专家,深圳中级人民法院 ...

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company has shown signs of recovery in gross margin, with new products and applications contributing positively to its performance [7] - The company is focusing on clean energy and energy-saving sectors, aiming to mitigate traditional market fluctuations and explore new growth points [7] Financial Performance Summary - For 2024, the company is expected to achieve total revenue of 1.476 billion yuan, a decrease of 10.87% year-on-year, while the net profit attributable to shareholders is projected to be 90.75 million yuan, an increase of 137.99% year-on-year [7] - In Q1 2025, the company is expected to generate revenue of 324 million yuan, down 4.6% year-on-year, with a net profit of 33.56 million yuan, up 3.7% year-on-year [7] - The gross margin for 2024 is projected to be 22.0%, remaining stable compared to the previous year, while Q1 2025 gross margin is expected to improve to 25.1% [7] - Operating cash flow has significantly improved, with net cash flow from operating activities for 2024 expected to be 224 million yuan, an increase of 2.22 million yuan year-on-year [7] Product and Market Development - The company has successfully expanded its new products and applications, with revenues from clean air materials, energy-saving materials, and dust-free air conditioning products showing varied performance [7] - The revenue from clean air materials is expected to decline by 11.5% year-on-year in Q1 2025, while revenues from PTFE membrane materials and AGM separators are expected to grow rapidly [7] Profitability Metrics - The company’s net profit margin for 2024 is projected to be 7.1%, an increase of 4.3 percentage points year-on-year, driven by reduced expenses and lower impairment losses [7] - The earnings per share (EPS) for 2025 is expected to be 0.12 yuan, with a price-to-earnings (P/E) ratio of 29.67 based on the latest diluted EPS [1][8]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company has shown signs of recovery in gross margin, with new products and applications yielding positive results. The revenue for 2024 is projected at 1.476 billion yuan, a decrease of 10.87% year-on-year, while the net profit attributable to shareholders is expected to be 90.75 million yuan, an increase of 137.99% year-on-year [7][8] - The company is focusing on clean energy and efficiency, expanding its product offerings to mitigate traditional market fluctuations and create new growth points [7] Financial Performance Summary - For 2024, total revenue is expected to be 1.476 billion yuan, with a year-on-year decrease of 10.87%. The net profit attributable to shareholders is projected at 90.75 million yuan, reflecting a year-on-year increase of 137.99% [7] - The gross margin for 2024 is estimated at 22.0%, remaining stable compared to the previous year. The gross margins for clean air materials, energy-efficient materials, and dust-free air conditioning products are 36.2%, 13.7%, and 14.6%, respectively [7] - Operating cash flow has significantly improved, with net cash flow from operating activities for 2024 expected to be 224 million yuan, an increase of 2.22 million yuan year-on-year [7] - The company anticipates net profits of 120 million yuan, 146 million yuan, and 175 million yuan for 2025, 2026, and 2027, respectively [7][8]

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 4.36 CNY, reflecting a potential upside from the current price of 3.48 CNY [7][4]. Core Insights - The company reported a revenue of 1.476 billion CNY for 2024, a year-on-year decrease of 10.87%. However, the net profit attributable to the parent company significantly improved, reaching 91 million CNY, a year-on-year increase of 137.99% [1][4]. - The clean air materials segment generated 540 million CNY in revenue for 2024, down 2.17% year-on-year, while the efficient energy materials segment saw a revenue increase of 19.11% to 780 million CNY, driven by growth in green building and home appliance applications [2][4]. - The company achieved a gross margin of 21.96% for 2024, a slight increase from the previous year, with a notable improvement in cash flow, reaching 224 million CNY, a significant year-on-year increase [3][4]. Financial Performance Summary - The company’s revenue for 2024 is projected at 1.579 billion CNY, with a growth rate of 6.99% expected for 2025. The net profit attributable to the parent company is forecasted to be 102.74 million CNY for 2025, reflecting a growth rate of 13.21% [6][15]. - The EBITDA for 2024 is estimated at 326.44 million CNY, with a slight decrease expected in 2025 to 270.65 million CNY [6][15]. - The company’s cash dividend for 2024 was 71.52 million CNY, with a dividend payout ratio of 78.8% [4][6].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 4.36 CNY, reflecting a potential upside from the current price of 3.48 CNY [7][4]. Core Insights - The company reported a revenue of 1.476 billion CNY for 2024, a year-on-year decrease of 10.87%. However, the net profit attributable to the parent company significantly improved, reaching 91 million CNY, a 137.99% increase year-on-year [1]. - The clean air materials segment generated 540 million CNY in revenue for 2024, down 2.17% year-on-year, while the efficient energy materials segment saw a revenue increase of 19.11% to 780 million CNY, driven by growth in green building and home appliance applications [2]. - The company achieved a gross margin of 21.96% in 2024, a slight increase of 0.04 percentage points year-on-year, with a notable improvement in cash flow, reaching 224 million CNY, a significant year-on-year increase [3]. Financial Performance Summary - For 2024, the company reported a revenue of 1.476 billion CNY, with a projected growth rate of 6.99% for 2025 and 8.40% for 2026 [6]. - The net profit attributable to the parent company is expected to be 1.0 billion CNY in 2025, with a growth rate of 13.21% [6]. - The company maintained a high dividend payout ratio of 78.8% in 2024, distributing 71.52 million CNY in cash dividends [4].

Core Viewpoint - The company achieved a revenue of 1.476 billion yuan in 2024, a year-on-year decrease of 10.87%, while net profit attributable to shareholders was 90.7528 million yuan, an increase of 137.99% [1] Group 1: Financial Performance - The decline in revenue was primarily due to the exclusion of Youyuan Environment from the consolidated scope, with a year-on-year revenue growth of 11.53% on a comparable basis [1] - In Q1 2025, the company reported a revenue of 324 million yuan, a year-on-year decrease of 4.59%, and a net profit of 33.56 million yuan, an increase of 3.69% [1] - The comprehensive gross margin for 2024 was 21.96%, a slight increase of 0.04 percentage points year-on-year, with gross margins for clean air and energy-efficient businesses at 31.99% and 13.74%, respectively [3] Group 2: Business Segments - In 2024, the clean air business and energy-efficient business generated revenues of 666 million yuan and 776 million yuan, with year-on-year changes of -32.04% and +19.11%, respectively [2] - The revenue from dust-free air conditioning products decreased by 70.20% due to the sale of Youyuan Environment, but on a comparable basis, it increased by 39.67% [2] - In Q1 2025, the clean air materials revenue decreased by 11.5%, while the energy-efficient materials revenue decreased by 5.11% [2] Group 3: Cost Management and Cash Flow - The company maintained good control over operating expenses, with a period expense ratio of 15.99% in 2024, a decrease of 0.8 percentage points year-on-year [3] - Operating net cash flow for 2024 was 224 million yuan, an increase of 222 million yuan year-on-year, primarily due to the collection of receivables [3] - The company's asset-liability ratio at the end of 2024 was 28.3%, an increase of 1.6 percentage points year-on-year [3] Group 4: Profit Forecast and Valuation - The company expects continued improvement in profitability, with EPS forecasts for 2025-2027 at 0.13, 0.17, and 0.19 yuan, respectively, indicating a CAGR of 28.3% [4] - The target price for the company is set at 4.04 yuan, with a PEG ratio of 1.1x for 2025, reflecting ongoing business transformation and associated uncertainties [4]

Investment Rating - The investment rating for the company is maintained as "Buy" with a target price of 4.04 RMB [7][8]. Core Views - The company achieved a revenue of 1.476 billion RMB in 2024, a year-on-year decrease of 10.87%, while the net profit attributable to the parent company was 90.75 million RMB, reflecting a significant year-on-year increase of 137.99% [1]. - The decline in revenue is primarily attributed to the exclusion of Youyuan Environment from the consolidated scope, but on a comparable basis, revenue actually increased by 11.53% year-on-year [1]. - The company is actively expanding into new markets and applications, with a focus on innovation and product development, which is expected to sustain demand in emerging sectors and home decoration consumption [1][2]. Summary by Sections Revenue and Profitability - In 2024, the clean air business and energy-efficient business generated revenues of 666.5 million RMB and 776 million RMB, respectively, with a year-on-year change of -32.04% and +19.11% [2]. - The first quarter of 2025 saw revenues of 324 million RMB, a decrease of 4.59% year-on-year, while net profit was 33.56 million RMB, an increase of 3.69% year-on-year [1]. Cost Management and Cash Flow - The comprehensive gross margin for 2024 was 21.96%, a slight increase of 0.04 percentage points year-on-year, with the clean air and energy-efficient business gross margins at 31.99% and 13.74%, respectively [3]. - The operating cash flow for 2024 was 224 million RMB, a significant increase of 222 million RMB year-on-year, primarily due to the collection of receivables [3]. Profit Forecast and Valuation - The company’s earnings per share (EPS) forecasts for 2025, 2026, and 2027 are 0.13 RMB, 0.17 RMB, and 0.19 RMB, respectively, indicating a compound annual growth rate (CAGR) of 28.3% from 2025 to 2027 [4]. - The target price is set at 4.04 RMB, based on a PEG ratio of 1.1x for 2025, reflecting the ongoing business transformation and associated uncertainties [4].

Group 1 - The company reported a revenue of 1.476 billion yuan for 2024, a year-on-year decrease of 10.87%, but a growth of 12.90% when excluding the impact of Suzhou Youyuan Environmental Technology Co., Ltd. not being included in the consolidation [1] - The net profit attributable to shareholders reached 90.7528 million yuan, a significant increase of 137.99% year-on-year [1] - Revenue from efficient energy-saving materials grew by 19.11% compared to the previous year, while revenue from dust-free air conditioning products decreased by 70.20% due to the exclusion of Youyuan Environmental; however, excluding this impact, revenue from dust-free air conditioning products increased by 39.67% [1] Group 2 - In 2025, the company will further focus on its core business areas: "clean air materials," "efficient energy-saving materials," and "dust-free air conditioning products" to strengthen its market position [2] - The company has achieved breakthroughs in domestic production for high-efficiency air filter paper and glass microfiber, particularly in nuclear power station applications [2] - The company plans to enhance research and development investment in core technologies and promote innovation in materials such as ultra-fine glass fiber and PTFE membrane materials [2] - The company aims to automate and digitize its production systems to reduce overall operating costs and improve production efficiency and flexibility [2]

Core Viewpoint - The company reported a revenue of 1.476 billion RMB for 2024, a year-on-year decrease of 10.87%, but a 12.90% increase when excluding the impact of a subsidiary [1] - The net profit attributable to shareholders reached 90.75 million RMB, a year-on-year increase of 137.99% [1] - The company plans to distribute a cash dividend of 0.1 RMB per share, totaling 10.22 million RMB, reflecting a commitment to return value to investors [1] Financial Performance - Revenue for 2024 was 1.476 billion RMB, down 10.87% year-on-year, but up 12.90% when excluding the subsidiary [1] - Net profit attributable to shareholders was 90.75 million RMB, up 137.99% year-on-year [1] - Basic earnings per share were 0.0888 RMB [1] - The total cash dividend for the year, including previously distributed dividends, amounted to 71.52 million RMB, representing 78.80% of the net profit [1] Strategic Initiatives - The company is focusing on "structural adjustment, improving quality, and expanding market" as part of its strategic direction [1] - A digital equipment department was established to achieve comprehensive digital upgrades, with smart upgrades to clean air conditioning and purification equipment nearly completed [2] - The company is transitioning from the materials market to the consumer market, enhancing domestic market penetration while maintaining export business [2] Product Development and Innovation - The company has developed over 200 customized clean air conditioning projects, covering various application scenarios [2] - It has established partnerships with 76 companies across 25 provinces and major developed regions [2] - The company invested 91.1 million RMB in R&D, maintaining over 6% of revenue for three consecutive years, and obtained 17 new patents during the reporting period [3] Market Trends and Outlook - The demand for energy-saving and environmentally friendly products is increasing due to global awareness and domestic policies promoting upgrades [1] - The company aims to strengthen its core material advantages and reduce reliance on exports while expanding its domestic market for clean air conditioning products [3]

目录 | 第一章 | 总则…………………………………………………………………………1 | | --- | --- | | 第二章 | 会计师事务所执业质量要求………………………………………………1 | | 第三章 | 选聘会计师事务所程序……………………………………………………2 | | 第四章 | 改聘会计师事务所特别规定………………………………………………5 | | 第五章 | 监督及处罚…………………………………………………………………6 | | 第六章 | 附则…………………………………………………………………………7 | 重庆再升科技股份有限公司 会计师事务所选聘制度 重庆再升科技股份有限公司 会计师事务所选聘制度 重庆再升科技股份有限公司 会计师事务所选聘制度 （2025 年 4 月修订） 重庆再升科技股份有限公司 会计师事务所选聘制度 重庆再升科技股份有限公司 会计师事务所选聘制度 第一章 总则 第一条 为进一步完善重庆再升科技股份有限公司（以下简称"公司"）选 聘（含续聘、改聘，下同）会计师事务所的行为，切实维护股东利益，提高审计 工作和财务信息的质量，保证财务信息的真实性和连续性，依据《中华 ...