甘肃上峰水泥股份有限公司 独立董事工作制度 （2023 年 10 月） 第一章 总 则 第一条 为进一步完善甘肃上峰水泥股份有限公司(以下简称"公司")的 治理结构，促进公司规范运作，保证独立董事履行职责，根据《中华人民共和 国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》（以下简 称"《证券法》"）、《国务院办公厅关于上市公司独立董事制度改革的意 见》、《上市公司独立董事管理办法》等相关法律、行政法规、部门规章、规 范性文件、自律规则及《甘肃上峰水泥股份有限公司章程》（以下简称"《公 司章程》"）的有关规定，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公 司主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其 进行独立客观判断关系的董事。 独立董事应当独立履行职责，不受公司及公司主要股东、实际控制人等单 位或者个人的影响。 第三条 公司设独立董事三名，公司独立董事占董事会成员的比例不低于 三分之一，且至少包括一名会计专业人士。本条所称会计专业人士是指具备丰 富的会计专业知识和经验，并具备注册会计师资格、高级会计师或者会计学副 教授以上职称等专业资 ...

证券代码：000672 证券简称：上峰水泥 公告编号：2023-049 甘肃上峰水泥股份有限公司 第十届监事会第六次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 甘肃上峰水泥股份有限公司（以下简称"公司"）第十届监事会第六次会议 于 2023 年 10 月 25 日上午 10:30 时以通讯表决方式召开。本次会议通知于 2023 年 10 月 14 日以电子邮件和书面等方式送达各位监事，会议应出席监事 4 名，实 际出席监事 4 名。本次会议的召集、召开和表决符合《公司法》及《公司章程》 的有关规定，合法有效。会议审议通过了如下议案： 一、审议通过《公司 2023 年第三季度报告》； 经审核，监事会一致认为： 1、《公司 2023 年第三季度报告》的编制和审核程序符合法律、行政法规和 中国证监会及深圳证券交易所的规定。 2、《公司 2023 年第三季度报告》的内容和格式符合中国证监会和深圳证券 交易所的各项规定，报告内容能够真实地反映公司 2023 年第三季度的经营管理 和财务状况。 3、监事会全体成员保证《公司 2023 年第三季度报告》所披 ...

证券代码：000672 证券简称：上峰水泥 公告编号：2023-050 甘肃上峰水泥股份有限公司 关于变更公司董事的公告 提名瞿辉先生为公司第十届董事会非独立董事候选人后，公司董事会中兼任 公司高级管理人员的董事人数总计未超过公司董事总数的 1/2。公司于 2023 年 10 月 25 日召开的第十届董事会第二十一次会议已经审议通过《关于变更公司董 事的议案》，同意增补瞿辉先生为公司第十届董事会非独立董事候选人并提交公 司 2023 年第三次临时股东大会审议，任期自公司股东大会通过之日起至本届董 1 事会届满时止。 特此公告。 甘肃上峰水泥股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 甘肃上峰水泥股份有限公司（以下简称"公司"）董事会于近日收到公司董事 赵林中先生递交的书面辞职报告，赵林中先生因个人原因申请辞去公司董事职务， 同时一并辞去公司第十届董事会战略与投资委员会委员职务，赵林中先生辞去上 述职务后不再担任公司任何职务。 根据有关法律法规及《公司章程》的规定，赵林中先生的辞职未导致公司董 事会成员人数低于法定人数，不会对公司董事会的正常运 ...

证券代码：000672 证券简称：上峰水泥 甘肃上峰水泥股份有限公司 投资者关系活动记录表 编号：2023-006 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活 | □媒体采访 业绩说明会 | | 动类别 | □新闻发布会 □路演活动 | | | □现场参观 □其他（电话会议） | | | 淳厚基金：顾伟；天弘基金：杨宗文；中金基金：于智伟；上 | | | 海白溪私募：赵培；上海世诚投资：邹文俊；北京东方引擎投 | | | 资：夏赫阳；上海山合私募：王兆成；深圳前海精至资产：黄 | | | 登峰；上海睿郡资产：苏华立；上海慎知资产：李浩田；厚泽 | | | 私募：柯振埜；北京文博启胜：程严；青岛金光资金股权投资： | | | 李润泽；中银国际证券：郝子禹、陈浩武、刘双；信达证券： | | | 段良弨、任菲菲；东吴证券；杨晓曦、石峰源；长城证券：王 | | | 龙；中信证券：冷威、唐超宇；华创证券：鲁星泽；中国国际 | | 参与单位名称 | 金融：姚旭东、金宾斌、龚晴；华安证券：杨光、季雨夕；万 | | 及人员姓名 | 联证券：潘云娇；国泰君安证券：黄涛、李效康；西南 ...

Financial Performance - Gansu Shangfeng Cement reported a revenue of 1.2 billion CNY for the first half of 2023, representing a year-on-year increase of 15%[2]. - The company's net profit for the same period reached 300 million CNY, up 20% compared to the previous year[2]. - The company's operating revenue for the first half of 2023 was ¥3,208,804,053.05, a decrease of 9.49% compared to ¥3,545,099,962.46 in the same period last year[25]. - Net profit attributable to shareholders was ¥531,375,475.45, down 24.85% from ¥707,123,610.60 in the previous year[25]. - The net profit after deducting non-recurring gains and losses was ¥385,530,565.59, a decline of 50.26% compared to ¥775,104,340.33 in the same period last year[25]. - The basic earnings per share decreased to ¥0.55, down 24.66% from ¥0.73 in the previous year[25]. - The management anticipates a continued growth trajectory, projecting a revenue increase of 10% for the second half of 2023[2]. - The company reported a total of ¥145,844,909.86 in non-recurring gains and losses during the reporting period[30]. - The company achieved a total revenue of 3.209 billion yuan in the reporting period, a decrease of 9.49% year-on-year[41]. - The company produced 7.39 million tons of clinker, an increase of 200,000 tons year-on-year, and 7.5 million tons of cement, an increase of 1.23 million tons year-on-year[41]. - The average selling price of cement products decreased by 19.51% year-on-year, while the average selling price of clinker and aggregates fell by 18.82% and 31.31%, respectively[41]. - The company maintains a gross profit margin of 29.79%, a decrease of 8 percentage points year-on-year, and a net profit margin of 17.51%[41]. Production and Capacity - The total cement production volume was 3 million tons, reflecting a growth of 10% year-on-year[2]. - Gansu Shangfeng Cement plans to expand its market presence by increasing production capacity by 500,000 tons in the next fiscal year[2]. - The company has an annual clinker production capacity of approximately 17.74 million tons and a cement production capacity of about 21.7 million tons[35]. - The cement production line project in Guizhou Shafeng with a capacity of 4000t/d has successfully commenced operations, and the Uzbekistan project is expected to start production in the second half of the year[42]. - The company processed approximately 198,100 tons of various waste materials, achieving revenue of 113 million yuan from its environmental business[42]. Investments and Strategic Initiatives - The company is investing 100 million CNY in new technology for energy-efficient cement production[2]. - The company is exploring potential mergers and acquisitions to strengthen its market position[2]. - The company is focusing on strategic investments in emerging industries, with a new economic equity investment scale reaching 1.58408 billion yuan as of June 30, 2023[38]. - The company invested a total of 190 million yuan in semiconductor and renewable energy sectors, with stock investment income and fair value changes totaling 212.46 million yuan[43]. - The company is expanding into new business areas such as waste disposal using cement kilns, solar energy storage, and smart logistics[37][38]. Environmental Responsibility - Gansu Shangfeng Cement emphasizes its commitment to environmental responsibility in its production processes[2]. - The company is committed to creating and maintaining green factories and mines, enhancing resource utilization efficiency for sustainable development[85]. - The company has established a regulatory framework for the co-disposal of solid waste in cement kilns, which is recognized as an important method for urban solid waste management[106]. - The company has implemented low-nitrogen burners and selective non-catalytic reduction (SNCR) technology to reduce nitrogen oxide emissions, achieving compliance with the emission standards[113]. - The company has invested CNY 21.51 million in environmental governance and protection in the first half of 2023, and paid CNY 2.3891 million in environmental protection tax[116]. Market Position and Competition - The company is recognized as one of the top 100 global listed companies in the building materials sector, ranking 88th in comprehensive strength globally and 10th among Chinese cement companies[35]. - The company maintains a strong market presence in the Yangtze River Economic Belt, with significant limestone resource reserves supporting sustainable development[50]. - The company has a history of 45 years in cement production, with advanced technology and high operational efficiency, maintaining leading industry margins[50]. - The company's market share in the Yangtze River and Northwest regions remained stable, while the Southwest region saw new contributions from a recently established subsidiary[52]. Financial Health and Liabilities - The company's total assets at the end of the reporting period were ¥18,377,092,636.93, an increase of 13.19% from ¥16,236,185,710.23 at the end of the previous year[25]. - The company's total liabilities increased to CNY 8.88 billion from CNY 7.04 billion, which is an increase of approximately 26.1%[188]. - The company's long-term borrowings surged to CNY 2.01 billion from CNY 858.12 million, representing an increase of approximately 134.3%[187]. - The total approved external guarantee amount at the end of the reporting period was 14,250 million yuan[152]. - The actual remaining guarantee balance for subsidiaries at the end of the reporting period was 371,121 million yuan[154]. Employee and Governance - The employee stock ownership plan (ESOP) has a positive impact on the company's development by enhancing employee motivation and operational efficiency[97]. - The company has not made any changes to its board of directors or senior management during the reporting period[91]. - The company held its annual general meeting on May 11, 2023, with a participation rate of 56.32%[90]. - The company has not reported any significant contracts or other major matters during the reporting period[162]. Risks and Challenges - The company is facing risks related to macroeconomic fluctuations, which could impact demand in the cement industry, particularly due to tightening real estate policies and reduced fixed asset investment growth[83]. - The cement industry is facing a risk of overcapacity, which could negatively impact the company's performance if regulatory policies are not effectively implemented[84]. - The average cost of coal and electricity in the company's cement products accounts for over 50% of the total production cost, leading to potential profit pressure if coal prices rise significantly[87]. - The company has a cautious approach to its overseas projects, particularly in Kyrgyzstan, due to the complex political and legal environment[87].

证券代码：000672 证券简称：上峰水泥 公告编号：2023-046 甘肃上峰水泥股份有限公司 关于召开2023年半年度业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 重要内容提示： 投资者可于2023年8月24日（星期四）12:00前将相关问题通过访问网 址：https://eseb.cn/17eSBW4NEaY或者使用微信扫描下方二维码在报名时进行 会前提问，公司将通过本次业绩说明会，在信息披露允许范围内就投资者普遍 关注的问题进行回答。 一、说明会类型 本次业绩说明会以网络会议方式召开，公司将针对2023年上半年度经营成 果、财务指标等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24日（星期四）下午15:30-16:30 （二）会议召开地点：价值在线（www.ir-online.cn） （三）会议召开方式：网络会议方式 三、参加人员 俞 锋 董事长兼总裁；瞿 辉 党委书记、副总裁兼董事会秘书 刘 强 独立董事； 李必华 财务 ...

甘肃上峰水泥股份有限公司 关于2023年度第一期超短融资券发行情况公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 甘肃上峰水泥股份有限公司（以下简称"公司"）于 2022 年 6 月 30 日召开第 十届董事会第三次会议审议通过了《关于拟注册及发行超短期融资券的议案》， 同意公司向中国银行间市场交易商协会（以下简称"交易商协会"）申请注册及 发行不超过人民币 10 亿元（含 10 亿元）的超短期融资券，并已经公司 2022 年 第五次临时股东大会审议通过，具体内容详见公司于 2022 年 7 月 1 日及 2022 年 7 月 19 日刊登于《中国证券报》、《证券时报》、《证券日报》及巨潮资讯网 （www.cninfo.com.cn）的相关公告。 证券代码：000672 证券简称：上峰水泥 公告编号：2023-045 | | 甘肃上峰水泥股份有限 | | | | | --- | --- | --- | --- | --- | | 债券全称 | 公司 2023 | 年度第一期 | 简称 | 23 上峰水泥 SCP001 | | | | 超短期融资券 | | ...

Group 1: Company Overview and Performance - In 2022, the company produced 15.25 million tons of clinker and 15.12 million tons of cement, with a slight year-on-year decrease in production [2] - Total revenue for 2022 reached CNY 7.135 billion, with a net profit of CNY 959 million, and a net profit attributable to shareholders of CNY 949 million [2] - The company's gross profit margin, net profit margin, and return on equity remained industry-leading despite a decline in overall production and profit levels [2] Group 2: Business Segments and Growth - The environmental business generated CNY 208 million in revenue, a 59.68% increase compared to the previous year [3] - Aggregate sales reached 16.12 million tons, with a revenue increase of 8.36% [3] - The contribution of the extended industrial chain to profits has risen to over 30% [3] Group 3: Investment and Future Plans - The company plans to invest CNY 500 million annually in new economic sectors, focusing on semiconductor and renewable energy industries [5] - The company has made significant investments in high-growth companies within the semiconductor and renewable energy sectors, achieving a total investment return of CNY 49.92 million in 2022 [3] - The company aims to increase its waste disposal capacity from 570,000 tons to 1 million tons in the future [4] Group 4: Market Conditions and Strategies - The company anticipates a recovery in market demand in 2023, with an increase in cement product sales in the East China region [3] - The company is adjusting its investment pace based on market demand and industry trends, ensuring that new production lines are not delayed due to demand fluctuations [4] - The company maintains a stable dividend payout ratio of over 30%, with a 2022 dividend ratio reaching 56.34% [7] Group 5: Environmental and Sustainability Initiatives - The company has established photovoltaic projects that are expected to reduce carbon emissions by 8,016 tons annually, equivalent to planting 434,100 trees [6] - The company is committed to low-carbon development and has implemented energy-saving measures to reduce carbon emissions from production lines [5]

Financial Performance - The company's operating revenue for 2022 was approximately CNY 7.13 billion, a decrease of 14.19% compared to 2021[27]. - The net profit attributable to shareholders for 2022 was approximately CNY 948.87 million, down 56.38% from the previous year[27]. - The net cash flow from operating activities decreased by 64.07% to approximately CNY 1.02 billion in 2022[27]. - The basic earnings per share for 2022 was CNY 0.99, a decline of 56.39% compared to CNY 2.72 in 2021[27]. - The total assets at the end of 2022 increased by 7.34% to approximately CNY 16.24 billion compared to the end of 2021[27]. - The company's total revenue for 2022 was approximately ¥7.13 billion, a decrease of 14.19% compared to ¥8.31 billion in 2021[68]. - The cement industry accounted for 96.56% of total revenue, with a revenue of approximately ¥6.89 billion, down 15.47% year-over-year[68]. - The company's gross margin for the cement industry was 33.58%, a decrease of 10.10% compared to the previous year[69]. - The company reported a diluted earnings per share of CNY 0.99 for 2022, reflecting a decrease of 56.19% from the previous year[29]. - The company's net profit after deducting non-recurring gains and losses was approximately CNY 1.11 billion, down 46.91% from 2021[27]. Market and Industry Trends - The cement industry in China faced significant challenges in 2022, with national cement production dropping by 10.4% year-on-year to 2.13 billion tons[38]. - The total profit of the cement industry in 2022 was approximately CNY 68 billion, a decrease of about 60% year-on-year[38]. - The cement industry is characterized by cyclical and seasonal trends, closely linked to fixed asset investment and infrastructure construction, with regional market differences becoming less pronounced[46]. Strategic Initiatives - The company is focused on expanding its market presence through strategic acquisitions and partnerships[18]. - The company's future outlook includes plans for market expansion and potential mergers and acquisitions to strengthen its competitive position[24]. - The company is actively involved in research and development of new technologies to enhance cement production efficiency[24]. - The company is currently constructing cement capacity projects in Guizhou, Zhejiang, and overseas in Uzbekistan and Kyrgyzstan, with the Guizhou project expected to commence production in the first half of 2023[50]. - The company is expanding into the "photovoltaic + energy storage" and smart logistics sectors, leveraging existing resources for business diversification[53]. Environmental Responsibility - The company has a commitment to environmental responsibility and sustainable practices in its operations[18]. - The company has implemented a low-carbon development action roadmap, focusing on high efficiency and low consumption, and is advancing ultra-low emission technology upgrades[44]. - The company is responding to national policies aimed at energy conservation and emission reduction, with plans to enhance its production processes and reduce carbon emissions[41]. - The company is actively developing a collaborative waste disposal business using cement kilns, aligning with national policies for resource utilization and carbon neutrality[58]. Research and Development - The company is investing 200 million CNY in R&D for new technologies aimed at improving production efficiency[136]. - The company aims to enhance production efficiency through various R&D projects, including improving raw material grinding systems and reducing energy consumption[78]. - The company is focusing on increasing the clinker output by 5 t/h, which will help in reducing coal consumption[79]. - The company has achieved a 15% increase in key equipment operation rates through the integration of DCS system control technology[79]. - In 2022, the company's R&D investment amounted to ¥202.68 million, an increase of 12.19% compared to ¥180.66 million in 2021, representing 2.84% of total revenue, up from 2.17%[81]. Corporate Governance - The company emphasizes the importance of safety, environmental protection, and clean production management in its operations[118]. - The governance structure is designed to be clear in responsibilities, effective in checks and balances, and scientific in decision-making[142]. - The company has established an incentive mechanism linking employee income to performance, promoting sustainable development[145]. - The company maintains independent operations from its controlling shareholder, ensuring no interference in decision-making[145]. - The participation rate of investors in the 2022 annual general meeting was 59.21%, indicating strong shareholder engagement[150]. Shareholder Engagement - The company plans to distribute a cash dividend of 3.5 CNY per 10 shares, totaling 334,621,430.15 CNY (including tax) for the year 2022[198]. - The total distributable profit for the year is 8,139,591,453.42 CNY, with the cash dividend accounting for 100% of the profit distribution[198]. - The company has not faced any dissent from board members regarding operational strategies during the reporting period[186]. - The company has conducted multiple temporary shareholder meetings throughout 2022, with investor participation rates ranging from 57.33% to 59.90%[151]. Financial Management - The company is enhancing financial management by optimizing budget processes and ensuring cash flow safety while maintaining a flexible credit line[129]. - The company has a structured remuneration decision-making process involving the remuneration and assessment committee of the board[178]. - The company has maintained transparency in its remuneration practices, with details disclosed in its annual report[181]. - The company has not reported any penalties from regulatory authorities for its directors and supervisors in the past three years[177].

Financial Performance - The company's operating revenue for Q1 2023 was CNY 1,390,291,159.80, a decrease of 7.02% compared to CNY 1,491,221,619.94 in the same period last year[5] - Net profit attributable to shareholders decreased by 49.40% to CNY 172,597,422.10 from CNY 341,074,021.81 year-on-year[5] - The company reported a gross profit margin of 26.35%, indicating a decline in profitability compared to the previous year[9] - Net profit for Q1 2023 was CNY 157,843,024.90, down 53.0% from CNY 335,840,827.91 in Q1 2022[30] - Basic earnings per share for Q1 2023 were CNY 0.18, down from CNY 0.43 in the same period last year[31] Cash Flow - The cash flow from operating activities dropped significantly by 76.94%, amounting to CNY 91,407,946.04 compared to CNY 396,325,655.75 in the previous year[5] - The net cash flow from operating activities decreased by 76.94% year-on-year to ¥91.41 million, primarily due to increased coal procurement prepayments and higher working capital expenditures for newly launched subsidiaries[18] - The net cash flow from investing activities was -¥338.90 million, a 35.34% improvement compared to -¥524.12 million in the same period last year, mainly due to expenditures on construction projects and intangible assets[18] - The net cash flow from financing activities increased significantly to ¥1,086.76 million, compared to -¥161.13 million in the previous year, driven by financing for new project construction[18] - The company’s cash and cash equivalents net increase for the quarter was ¥839,219,767.41, contrasting with a decrease of -¥288,837,784.17 in Q1 2022[34] Assets and Liabilities - The total assets increased by 8.31% to CNY 17,586,137,828.70 from CNY 16,236,185,710.23 at the end of the previous year[5] - The company's total liabilities increased to CNY 8,226,348,907.84, compared to CNY 7,037,715,479.38 at the beginning of the year, reflecting a growth of 16.9%[27] - Long-term borrowings rose significantly to CNY 1,944,704,498.72 from CNY 858,120,498.72, marking an increase of 126.5%[27] - The total equity attributable to shareholders of the parent company was CNY 8,590,959,652.69, up from CNY 8,413,811,634.24, representing a growth of 2.1%[27] Investments - Investment income and fair value changes increased by 54.09% and 67.86% respectively, indicating improved performance in investment activities[17] - The company reported an investment income of CNY 16,327,525.76, an increase from CNY 10,596,218.67 in the previous year[30] - The company’s long-term equity investments amounted to ¥944.81 million, up from ¥898.51 million, showing a growth of 5.14%[25] Shareholder Information - The company reported a total of 54,304 ordinary shareholders at the end of the reporting period[20] - Zhejiang Shangfeng Holding Group Co., Ltd. remains the largest shareholder with a 31.07% stake, holding 301,175,579 shares[20] Operational Developments - The company is advancing new project constructions and has initiated new economic equity investments, with solar power projects gradually coming online[9] - The company plans to continue its development strategy with a focus on stable progress and new economic investments[9]