密尔克卫化工供应链服务股份有限公司 公司章程 密尔克卫化工供应链服务股份有限公司 章 程 $$\Xi_{\overline{{{\Psi}}}}\Xi_{\overline{{{\Psi}}}}\Xi_{\overline{{{\Psi}}}}\left[1\right]\Psi$$ 密尔克卫化工供应链服务股份有限公司 公司章程 第七章 监事会 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第四章 股东和股东大会 第五章 董事会 第一节 董事 第二节 董事会 第六章 总经理及其他高级管理人员 第一节 监事 2 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 密尔克卫化工供应链服务股份有限公司 公司章程 第二节 监事会 第八章 财务会计制度、利润分配和审计 第九章 通知、公告 第十章 合并、分立、增资、减资、解散和清算 第十一章 修改章程 第十二章 附则 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第一节 通知 第 ...

密尔克卫化工供应链服务股份有限公司 关于召开 2023 年半年度业绩说明会的公告 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： 密尔克卫化工供应链服务股份有限公司（以下简称"公司"）将于 2023 年 8 月 15 日发布公司 2023 年半年度报告，为便于广大投资者更全面深入地了解公司 2023 年半年度经营成果、财务状况，公司计划于 2023 年 8 月 18 日下午 13:00- 14:00 举行 2023 年半年度业绩说明会，就投资者关心的问题进行交流。 | 证券代码：603713 | 证券简称：密尔克卫 公告编号：2023-090 | | --- | --- | | 转债代码：113658 | 转债简称：密卫转债 | 本次投资者说明会以网络互动形式召开，公司将针对 2023 年半年度的经营 成果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范 围内就投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 （一）会议召开时间：2023 年 8 月 18 日下午 13:00-14: ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 2,349,421,608.82, a decrease of 23.21% compared to the same period last year[4] - Net profit attributable to shareholders was CNY 107,427,424.73, down 19.61% year-on-year[4] - Basic earnings per share decreased by 24.42% to CNY 0.65, while diluted earnings per share fell by 29.07% to CNY 0.61[4] - Total revenue for Q1 2023 was ¥2,349,421,608.82, a decrease of 23.2% compared to ¥3,059,516,793.19 in Q1 2022[17] - Net profit for Q1 2023 was ¥111,563,837.12, compared to ¥133,907,953.83 in Q1 2022, representing a decline of 16.7%[18] - In Q1 2023, the total comprehensive income amounted to CNY 110,548,848.38, a decrease of 17.4% compared to CNY 133,903,865.38 in Q1 2022[19] Cash Flow and Management - The net cash flow from operating activities increased by 93.52% to CNY 308,011,956.98, indicating improved cash management[4] - The net cash flow from operating activities was CNY 308,011,956.98, an increase of 93.5% from CNY 159,160,100.42 in the same period last year[22] - Cash received from sales of goods and services was CNY 2,065,283,230.40, down 17.7% from CNY 2,510,435,483.03 in Q1 2022[21] - The net cash flow from investing activities was -CNY 80,139,608.70, an improvement from -CNY 127,943,244.61 in the previous year[22] - Cash and cash equivalents at the end of the period reached CNY 1,505,488,319.38, an increase from CNY 805,156,963.81 at the end of Q1 2022[23] - The company received CNY 32,336,462.62 in tax refunds, significantly higher than CNY 9,211,082.03 in Q1 2022[22] - The company incurred cash outflows of CNY 878,375,482.62 from financing activities, compared to CNY 129,927,432.93 in the same period last year[23] - The company achieved cash inflows from financing activities of CNY 883,911,086.00, a substantial increase from CNY 273,400,000.00 in Q1 2022[22] - The company reported a decrease in cash paid for purchasing goods and services to CNY 1,424,887,215.74 from CNY 2,080,844,575.52 in the previous year, reflecting a reduction of 31.5%[22] Assets and Liabilities - Total assets at the end of Q1 2023 were CNY 9,460,921,486.49, a slight decrease of 0.52% from the end of the previous year[5] - The company's total assets as of March 31, 2023, were ¥9,460,921,486.49, slightly down from ¥9,510,685,084.00 at the end of 2022[14] - Total liabilities decreased to ¥5,478,865,856.24 in Q1 2023 from ¥5,616,761,077.88 in Q4 2022, a reduction of 2.5%[13] - The company's cash and cash equivalents decreased to ¥210,993,165.32 from ¥294,788,408.18, a decline of 28.4%[12] - The company reported a decrease in inventory to ¥243,080,018.99 from ¥266,026,702.39, a reduction of 8.6%[12] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 9,230[8] - The top three shareholders collectively hold 60.75% of the company's shares, indicating significant ownership concentration[8] - Shareholders' equity attributable to the parent company increased by 2.48% to CNY 3,882,926,187.58[5] - The total equity attributable to shareholders increased to ¥3,882,926,187.58 from ¥3,788,930,975.84, reflecting a growth of 2.5%[14] Research and Development - Research and development expenses increased to ¥12,861,709.55 in Q1 2023, up from ¥10,423,098.61 in Q1 2022, indicating a growth of 23.5%[18] Return on Equity - The weighted average return on equity was 2.80%, a decrease of 1.58 percentage points compared to the previous year[4] - The company reported non-recurring gains and losses totaling CNY 5,621,581.50 for the period[6]

| 证券代码：603713 | 证券简称：密尔克卫 | 公告编号：2023-044 | | --- | --- | --- | | 转债代码：113658 | 转债简称：密卫转债 | | 密尔克卫化工供应链服务股份有限公司 关于召开 2022 年度业绩暨现金分红说明会的公告 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： 投资者可于 2023 年 3 月 28 日(星期二)至 4 月 3 日(星期一)16:00 前登录 上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 ir@mwclg.com 进行提问。公司将在说明会上对投资者普遍关注的问题进行回答。 密尔克卫化工供应链服务股份有限公司（以下简称"公司"）已于 2023 年 3 月 22 日发布公司 2022 年度报告，为便于广大投资者更全面深入地了解公司 2022 年度经营成果、财务状况，公司计划于 2023 年 4 月 4 日下午 13:00-14:00 举行 2022 年度业绩暨现金分红说明会，就投资者关心的问题进行交流。 一、说明会类型 本次投 ...

Financial Performance - The company achieved operating revenue of 11.58 billion RMB in 2022, representing a year-on-year growth of 33.90%[21]. - Net profit attributable to shareholders reached 605.37 million RMB, an increase of 40.20% compared to the previous year[21]. - Basic earnings per share rose to 3.68 RMB, up by 38.14% from 2.66 RMB in 2021[22]. - The weighted average return on equity improved to 17.45%, an increase of 1.59 percentage points from the previous year[22]. - Cash flow from operating activities saw a significant increase of 202.47%, totaling 612.64 million RMB[21]. - Total assets at the end of 2022 amounted to 9.51 billion RMB, reflecting a growth of 30.78% year-on-year[21]. - The company's net assets attributable to shareholders increased by 20.18% to 3.79 billion RMB[21]. - In 2022, the company achieved a total profit of 729 million yuan, an increase of 38.16% year-on-year[52]. - The total operating revenue reached 11.576 billion yuan, reflecting a year-on-year growth of 33.90%[52]. Dividend Policy - The company plans to distribute a cash dividend of 5.5 CNY per 10 shares (including tax), totaling approximately 90.21 million CNY based on a distributable share base of 164,013,782 shares, resulting in a cash dividend payout ratio of 14.90% for the year[4]. - The company is committed to maintaining the distribution ratio per share even if there are changes in total share capital due to convertible bonds or other factors, with adjustments to the total distribution amount to be announced separately[4]. - The cash dividend policy has been consistently executed since the company's listing in 2018, with annual distributions exceeding 14% of net profit[168]. - The cash dividend distribution is prioritized over stock dividends, with a preference for cash payments[166]. - The company aims for a minimum cash dividend ratio of 80% for mature stages without significant capital expenditure, and 40% if there are major expenditures planned[165]. Corporate Governance - The company has confirmed that there are no non-operational fund occupations by controlling shareholders or related parties, and no violations in decision-making procedures for external guarantees[6]. - The company has received a standard unqualified audit report from Tianzhi International Accounting Firm, ensuring the authenticity and completeness of the annual report[6]. - The company has confirmed that all board members attended the board meeting, ensuring collective responsibility for the report's content[6]. - The company has not reported any instances of more than half of the directors being unable to guarantee the truthfulness and completeness of the annual report[6]. - The company adheres to corporate governance standards, ensuring transparency and fairness in its operations and decision-making processes[121]. Risk Management - The company emphasizes the presence of various operational risks in its future development plans, urging investors to understand the differences between plans, forecasts, and commitments[5]. - The company has established a comprehensive safety management system to mitigate risks associated with the storage and transportation of hazardous chemicals[119]. - The company is committed to enhancing its risk management framework to encompass all levels of operational risk, including safety and financial risks[116]. - The company faces market risks related to the chemical industry, which could impact its logistics demand and overall performance[118]. Strategic Development - The company has outlined its future development strategies and potential risks in detail within the report, specifically in the section discussing management's analysis[7]. - The company is focused on enhancing its supply chain strategy in response to the evolving international environment[30]. - The company aims to build seven logistics clusters across China to optimize resource allocation and enhance operational efficiency[31]. - The company is actively pursuing globalization by establishing subsidiaries in countries like Germany, Canada, the USA, and Malaysia[31]. - The company is committed to developing a chemical distribution business leveraging its extensive supply chain experience and networked logistics infrastructure, aiming to create a "Chemical Amazon"[112]. Environmental Commitment - The company has invested approximately 50.24 million yuan in environmental protection during the reporting period[183]. - The company has established environmental protection mechanisms and is classified as a key pollutant discharge unit in multiple cities[184]. - The company has implemented a comprehensive environmental monitoring plan, with wastewater monitoring frequency ranging from weekly to quarterly depending on the subsidiary[192]. - The company is committed to reducing greenhouse gas emissions as part of its environmental management strategy, with a focus on achieving carbon neutrality[195]. - The company has reduced carbon emissions by implementing measures such as using electric forklifts, which account for over 93.8% of its fleet[197]. Human Resources - The company emphasizes continuous training and development of its workforce, enhancing operational efficiency and safety standards[45]. - The total number of employees in the parent company is 117, while the total number of employees in major subsidiaries is 3,731, resulting in a combined total of 3,848 employees[158]. - The company has a total of 3,074 production personnel, 114 sales personnel, 150 technical personnel, 102 financial personnel, 161 administrative personnel, and 247 management personnel[159]. - The company’s compensation policy consists of a basic salary and performance bonuses, with a focus on value creation and a multi-dimensional evaluation system including KPI, 360, and OKR[160]. Market Position - The company has a strong competitive advantage in the chemical logistics industry, having built a good reputation and brand value over 20 years of business development[78]. - The company is positioned in a market with significant growth potential, as the chemical supply chain management industry in China is still in its early development stage[78]. - The company aims to establish a global point-to-point chemical supply chain delivery capability, focusing on a nationwide layout centered in Shanghai with seven major clusters[110]. - The company plans to enhance its delivery capabilities by entering the bulk hazardous chemical shipping market through new ship construction, leasing, and purchasing existing vessels[110]. Shareholder Engagement - The company provides opportunities for minority shareholders to express their opinions and ensures their rights are protected during the profit distribution process[169]. - The company has committed to not exceeding a 10% reduction in its shareholdings within two years post-lockup period[200]. - The company will announce any share reduction plans three trading days in advance[200]. - The company will ensure that any gains from non-compliance with shareholding commitments will be returned to the company[200].

Group 1: Impact of COVID-19 - The regional outbreak of COVID-19 has impacted the company's current operations by less than 20% [2] - The company has fully resumed production and operations, and the operational status is normal [2] Group 2: 2022 Goals and Distribution Business - The company's goal for 2022 is "algorithm governance, ecological win-win," focusing on deepening technological innovation and ecological construction within the industry [2] - Despite the impact of the pandemic, the distribution business is steadily opening new channels and leveraging existing ones, with performance expected to continue growing [2]

Financial Performance - The company's operating revenue for Q3 2022 was ¥2,824,291,954.98, representing a year-on-year increase of 13.53%[6] - The net profit attributable to shareholders for Q3 2022 was ¥172,420,075.44, reflecting a year-on-year growth of 46.33%[6] - The net profit attributable to shareholders after deducting non-recurring gains and losses for Q3 2022 was ¥166,589,309.25, an increase of 64.14% compared to the same period last year[6] - The basic earnings per share for Q3 2022 was ¥1.05, up 45.61% year-on-year[9] - Net profit for the third quarter of 2022 was ¥492,627,965.52, up from ¥302,731,677.82 in the same quarter of 2021, reflecting a growth of approximately 62.6%[33] - Earnings per share for the third quarter of 2022 were ¥2.90, compared to ¥1.87 in the same quarter of 2021, marking an increase of about 55.6%[35] - The net profit attributable to shareholders for the year-to-date period increased by 58.06% to ¥476,476,275.26, driven by business volume growth[13] - The diluted earnings per share for the year-to-date period was ¥2.90, reflecting a 54.93% increase year-on-year[9] - The company reported a profit before tax of ¥602,385,191.24 for the third quarter of 2022, compared to ¥362,825,667.93 in the same quarter of 2021, reflecting an increase of approximately 66.0%[33] Assets and Liabilities - The total assets at the end of Q3 2022 amounted to ¥9,033,964,264.62, which is a 24.22% increase from the end of the previous year[9] - As of September 30, 2022, the company's total assets reached RMB 9,033,964,264.62, an increase from RMB 7,272,525,201.88 as of December 31, 2021, representing a growth of approximately 24.2%[22] - The company's total current liabilities increased to RMB 3,589,779,250.42 from RMB 3,278,719,376.67, which is an increase of about 9.5%[24] - Total liabilities as of the third quarter of 2022 amounted to ¥5,277,467,282.78, an increase from ¥4,052,926,113.22 in the previous year, representing a growth of approximately 30.2%[25] - The total liabilities of the company as of September 30, 2022, were RMB 3,589,779,250.42, compared to RMB 3,278,719,376.67 in the previous year, showing an increase of about 9.5%[24] Cash Flow - The net cash flow from operating activities for the year-to-date period was ¥395,258,841.08, showing a significant increase of 271.5% year-on-year[6] - The net cash flow from operating activities for the first three quarters of 2022 was RMB 395,258,841.08, a significant increase from RMB 106,396,073.92 in the same period of 2021, representing a growth of approximately 271%[38] - Total cash inflow from operating activities reached RMB 7,488,972,865.29, compared to RMB 5,610,216,117.79 in the previous year, indicating an increase of about 33%[37] - Cash outflow from operating activities totaled RMB 7,093,714,024.21, up from RMB 5,503,820,043.87, reflecting a rise of approximately 29%[38] - The company reported a net increase in cash and cash equivalents of RMB 821,951,204.63, compared to RMB 478,461,953.14 in the same period of 2021, marking an increase of approximately 72%[38] - The ending balance of cash and cash equivalents was RMB 1,480,863,623.88, significantly higher than RMB 598,728,874.85 at the end of the previous year[38] Shareholder Information - The company reported a total of 7,444 ordinary shareholders at the end of the reporting period[14] Research and Development - Research and development expenses for the third quarter of 2022 were ¥29,601,340.36, up from ¥18,355,600.48 in the same quarter of 2021, indicating an increase of about 61.1%[29]

Financial Performance - The company reported a total revenue of RMB 500 million for the first half of 2022, representing a year-on-year increase of 15%[18]. - The gross profit margin improved to 25%, up from 22% in the same period last year, indicating better cost management and pricing strategies[18]. - The company achieved operating revenue of CNY 6,269,014,296.50, representing an increase of 81.08% compared to the same period last year[20]. - Net profit attributable to shareholders reached CNY 304,056,199.82, a year-on-year growth of 65.60%[20]. - Basic earnings per share increased to CNY 1.85, up by 60.76% from CNY 1.15 in the previous year[21]. - The net cash flow from operating activities was CNY 248,357,105.35, reflecting an 11.19% increase year-on-year[20]. - The net profit for the first half of 2022 reached CNY 30,986.79 million, representing a growth of 69.13% compared to the previous year[56]. - The company's operating costs for the same period were CNY 563,397.28 million, reflecting an increase of 82.10% year-on-year[56]. Market Expansion and Strategy - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[18]. - New product launches are expected to contribute an additional RMB 100 million in revenue for the second half of 2022[18]. - The company is focused on expanding its comprehensive logistics services in the chemical supply chain sector[32]. - The company aims to enhance its market position by leveraging the "Belt and Road" initiative to boost chemical trade[32]. - The company has established long-term partnerships with over 5,000 clients, including major global chemical firms like BASF and Dow, enhancing its market presence[45]. Operational Efficiency and Management - Future guidance estimates a revenue growth of 12% to 18% for the full year 2022, with a focus on increasing operational efficiency[18]. - The company has invested RMB 50 million in R&D for new technologies aimed at enhancing supply chain efficiency[18]. - The company has a strong internal management system, emphasizing talent development and quality safety control, ensuring operational efficiency[45]. - The company has implemented advanced information technology across warehouse management, transportation, and order processing, with 55 patents and 117 software copyrights obtained[46]. - The company has established a digital transformation strategy, enhancing management efficiency and customer service through its MCP system[46]. Compliance and Risk Management - The company has no significant non-operational fund occupation by controlling shareholders, ensuring financial integrity[8]. - There are no violations of decision-making procedures regarding external guarantees, maintaining compliance with regulations[8]. - The company has identified potential risks in its operations, which are detailed in the management discussion section of the report[8]. Asset and Investment Overview - Total assets at the end of the reporting period amounted to CNY 8,224,812,796.94, a 13.09% increase from the end of the previous year[20]. - The net assets attributable to shareholders increased to CNY 3,436,031,410.85, marking an 8.99% rise compared to the previous year[20]. - The company has made significant investments in equity and non-equity assets, reflecting a strategic focus on expanding its financial portfolio[69]. - The company has established several subsidiaries, including in Germany and Canada, as part of its global expansion strategy[57]. Subsidiary Performance - Shanghai Milker Chemical Storage Co., Ltd. reported total assets of ¥1,098,551,939.96, with a net asset value of ¥692,314,183.02 and a net profit of ¥74,589,679.55[72]. - Shanghai Milker Chemical Logistics Co., Ltd. reported total assets of ¥3,189,763,498.66, net assets of ¥710,625,065.58, and a net profit of ¥78,254,543.73[75]. - Shanghai Shenze Chemical Technology Co., Ltd. had total assets of ¥473,908,405.27, net assets of ¥99,585,718.73, and a net profit of ¥451,196.13[78]. - The overall performance of the companies indicates a mix of profitability and losses, with significant variations in revenue and asset levels across different subsidiaries[108][111][114][117][119].

2022 年第一季度报告 单位：元 币种：人民币 证券代码：603713 证券简称：密尔克卫 密尔克卫化工供应链服务股份有限公司 2022 年第一季度报告 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个别及连带责任。 重要内容提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完 整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财 务报表信息的真实、准确、完整。 第一季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 | --- | --- | --- | |-----------------------------------------------|------------------|---------------------------------------| | 项目 | 本报告期 | 本报告期比上年同期增 减变动幅度 ( % ) | | 营业收入 | 3,059 ...

证券代码：603713 证券简称：密尔克卫 公告编号：2022-056 密尔克卫化工供应链服务股份有限公司 关于接待投资者调研情况的公告 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个别及连带责任。 一、投资者调研情况 密尔克卫化工供应链服务股份有限公司（以下简称"公司"或"密尔克卫"） 于 2022 年 3 月 25 日举办了密尔克卫 2021 年年报线上投资者沟通会，公司副总 经理兼财务总监缪蕾敏女士、董事会秘书石旭先生出席了沟通会并就投资者提出 的问题进行了回复。 二、主要问题及回复情况 问题 1：能否介绍一下公司目前最新的管理架构和六大业务板块构成？ 公司回复：虽然较以前有明显的调整与变化，但公司划分业务板块的总体依 据仍是业务性质。原货代板块现在分为了 MGF（全球货代业务）和 MTT（全球 航运及罐箱）；原仓储板块现为 MRW（区域仓配一体化）；原运输板块现为 MRT （区域内贸交付）；原贸易板块现为 MCD（不一样的分销）；新增业务板块为 MPC（全球工程物流及干散货）。后续公司会根据新增业务不断调整和更新业务 板块的划 ...