Core Viewpoint - The announcement by Shangfeng Cement regarding the public solicitation of voting rights by the China Securities Investor Services Center marks a significant step in enhancing the participation of minority shareholders in corporate governance through the nomination of independent directors [1][2]. Group 1: Independent Director Nomination - The China Securities Investor Services Center has nominated Du Jian as an independent director candidate for Shangfeng Cement, following a successful nomination for another company in June 2024 [1]. - This initiative aims to provide a systematic approach for minority shareholders to participate in corporate governance, addressing the traditional concentration of nomination rights among major shareholders [2][3]. Group 2: Role of the China Securities Investor Services Center - The center acts as a legal investor protection agency, facilitating the delegation of nomination rights to enhance the voice of minority shareholders and improve the independent director selection mechanism [2]. - The center conducts independent due diligence on independent director candidates, ensuring their qualifications and independence, which alleviates concerns regarding the candidates' capabilities [3]. Group 3: Encouragement for Minority Shareholders - The center urges minority shareholders to actively participate in the voting process by delegating their voting rights to ensure the successful election of the nominated independent director [4]. - This model of "institutional professional agency + simplified shareholder authorization" aims to empower minority shareholders and effectively convey their demands through professional channels [4][5]. Group 4: Important Dates and Participation Guidelines - Investors are advised to pay attention to key dates such as the shareholder meeting registration date (May 7, 2025) and the deadline for the solicitation (May 12, 18:00) to ensure their participation [5]. - The center encourages investors to utilize various methods for expressing support for the independent director candidate, including attending the meeting, online voting, or delegating to the center [5].

本报记者吴晓璐 4月25日，中证中小投资者服务中心有限责任公司（以下简称"中证投服中心"）表示，近日向甘肃上峰 水泥股份有限公司（以下简称"上峰水泥"）董事会提名独立董事候选人杜健，并就独立董事选任议案向 全体股东公开征集表决权。 这是继2023年独董制度改革以来，中证投服中心推进的第二单公开提名独董并征集投资者表决权个案。 在市场人士看来，此举有助于拓宽上市公司独董提名来源和选聘渠道，提高上市公司治理水平。此外， 通过公开征集表决权，也有助于增强中小股东对上市公司治理的参与度以及话语权，保护全体股东特别 是中小股东的利益。 拓宽独董选聘渠道 增强其专业性 2023年4月份，国务院办公厅印发的《关于上市公司独立董事制度改革的意见》提出，"鼓励投资者保护 机构等主体依法通过公开征集股东权利的方式提名独立董事"。2023年8月份，证监会发布《上市公司独 立董事管理办法》明确，"上市公司董事会、监事会、单独或者合计持有上市公司已发行股份百分之一 以上的股东可以提出独立董事候选人，并经股东大会选举决定。依法设立的投资者保护机构可以公开请 求股东委托其代为行使提名独立董事的权利。" 相较于董事会、监事会以及持股1%以上 ...

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative return of over 20% within the next six months [6][23]. Core Views - The company has shown significant profit growth in Q4, with a year-on-year increase in net profit attributable to shareholders of 410%, indicating a turning point in performance [1]. - The company is entering a new five-year plan focusing on a "dual-driven" strategy, combining its core cement business with new economic investments to enhance growth [2]. - The company plans to distribute a cash dividend of 600 million yuan for the fiscal year 2024, resulting in a dividend payout ratio of 95.73% and a dividend yield of approximately 7.46% [4]. Summary by Sections Financial Performance - In 2024, the company reported total revenue of 5.448 billion yuan and a net profit of 627 million yuan, reflecting a year-on-year decline of 14.83% and 15.70% respectively. However, Q4 showed a revenue of 1.633 billion yuan and a net profit of 223 million yuan, marking increases of 7.44% and 409.84% year-on-year [1][5]. - The overall gross margin for 2024 was 26.16%, a decrease of 1.58 percentage points from the previous year, while the net profit margin was 10.87%, down by 0.10 percentage points [3]. Business Segments - The cement and clinker revenue decreased by 10.8% to 4.764 billion yuan, with sales volume down by 3.3% to 20.75 million tons. The average selling price per ton fell by 19 yuan to 230 yuan [2]. - The company’s new economic investments are beginning to yield returns, with a reported investment income of 166 million yuan from the completed crystal integration project [2]. Future Outlook - The company has set a five-year plan for 2025-2029, aiming to enhance its quality transformation towards new materials and other growth areas, transitioning to a dual-driven model of cement and new economic investments [2]. - The projected net profit for 2025 is estimated at 792 million yuan, reflecting a growth rate of 26.32% compared to 2024 [5].

Core Viewpoint - The report highlights a significant increase in profits for Shangfeng Cement in Q1 2025, with a strong focus on a new five-year plan aimed at dual-driven growth in both the cement industry and new economic investments [1][5]. Financial Performance - In 2024, Shangfeng Cement reported total revenue of 5.448 billion yuan and a net profit attributable to shareholders of 627 million yuan, reflecting a year-on-year decline of 14.83% and 15.70% respectively. The adjusted net profit was 474 million yuan, down 25.26% year-on-year [2]. - In Q4 2024, the company achieved revenue of 1.633 billion yuan and a net profit of 223 million yuan, marking a year-on-year increase of 7.44% and 409.84% respectively. The adjusted net profit for the same quarter was 108 million yuan, up 57.73% year-on-year [2]. - For Q1 2025, revenue increased by 4.64% to 951 million yuan, with net profit and adjusted net profit reaching 80 million yuan and 60 million yuan, respectively, representing year-on-year increases of 447.6% and 200.6% [2]. Business Segments - The cement and clinker segment saw a revenue decline of 10.8% to 4.764 billion yuan in 2024, with sales volume down 3.3% to 20.75 million tons. The average price per ton decreased by 19 yuan to 230 yuan [3]. - The company’s aggregate and environmental disposal businesses also experienced declines, with revenues down 35% and 39% to 320 million yuan and 140 million yuan, respectively [3]. - New economic investments are beginning to yield returns, with the completion of the Jinghe Integrated Project generating investment income of 166 million yuan [3]. Profitability and Cash Flow - The overall gross margin for 2024 was 26.16%, a decrease of 1.58 percentage points year-on-year. The Q4 gross margin was 24.89%, down 2.72 percentage points year-on-year [4]. - The net profit margin for 2024 was 10.87%, slightly down by 0.10 percentage points year-on-year. The operating cash flow for the year was 1.039 billion yuan, a decrease of 78 million yuan year-on-year [4]. Dividend and Future Outlook - The company announced a cash dividend of 600 million yuan for 2024, with a dividend rate of 95.73%, translating to a dividend yield of approximately 7.46% based on the closing price on April 25 [5]. - Future profit forecasts for 2025 and 2026 have been adjusted to 790 million yuan and 920 million yuan, respectively, with a new estimate for 2027 set at 1.01 billion yuan [5].

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative return of over 20% within the next six months [6][23]. Core Views - The company has shown significant profit growth in Q4, with a year-on-year increase in net profit of 410%, indicating a turning point in performance [1]. - The company is entering a new five-year plan focusing on a "dual-driven" strategy, combining its core cement business with new economic investments [2]. - The company has announced a substantial cash dividend of 600 million yuan for the year, resulting in a dividend yield of approximately 7.46% [4]. Financial Performance Summary - In 2024, the company reported total revenue of 5.448 billion yuan and a net profit of 627 million yuan, reflecting a year-on-year decline of 14.83% and 15.70%, respectively [1][5]. - The company's cement and clinker revenue decreased by 10.8% to 4.764 billion yuan, with sales volume down by 3.3% to 20.75 million tons [2]. - The overall gross margin for 2024 was 26.16%, a decrease of 1.58 percentage points year-on-year [3]. - The company’s cash flow from operations was 1.039 billion yuan in 2024, with a collection ratio of 120.87% [3]. Future Projections - The company has revised its net profit forecasts for 2025 and 2026 to 792 million yuan and 921 million yuan, respectively, with a new projection for 2027 at 1.01 billion yuan [4]. - The report anticipates a revenue growth rate of 3.07% in 2025, following a decline in 2024 [5].

证券代码：000672 证券简称：上峰水泥 公告编号：2025-036 甘肃上峰水泥股份有限公司 关于股东中证中小投资者服务中心有限责任公司公开征 表决权的公告 股东中证中小投资者服务中心有限责任公司保证向本公司提供的信息内容 真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 特别声明 1.本次征集表决权为依法公开征集，征集人中证中小投资者服务中心有限责 任公司（简称中证投服中心）是中国证监会直接管理的投资者保护机构，符合《证 券法》第九十条、《上市公司股东会规则》第三十二条、《公开征集上市公司股东 权利管理暂行规定》第三条规定的征集条件。 2.征集人承诺，自征集日至审议征集议案的股东会决议公告前不转让所持股 份。 一、征集人的基本情况 （一）征集人基本信息与持股情况 征集人全称：中证中小投资者服务中心有限责任公司 统一社会信用代码：91310109324690714C 地址：上海市虹口区沽源路110弄15号 法定代表人：卢文道 企业类型：其他有限责任公司 成立日期：2014年12月05日 营业期限：长期 经营范围：面向投资者开展公益 ...

Core Viewpoint - The company has demonstrated significant growth in net profit over the last two quarters, driven by strategic initiatives and a focus on cost reduction, despite a decline in overall revenue and profit in the previous fiscal year [1][4]. Financial Performance - In 2024, the company reported revenue of 5.448 billion yuan, a decrease of 14.83% year-on-year, and a net profit of 627 million yuan, down 15.7% year-on-year [1]. - For Q1 2025, the company achieved revenue of 951 million yuan, an increase of 4.64% year-on-year, and a net profit of approximately 80 million yuan, up 447.61% year-on-year [1]. - The operating cash flow for Q1 2025 was 84.28 million yuan, reflecting a growth of 686.27% year-on-year [1]. - The company’s gross margin was 26.16%, and return on equity was 7.09%, maintaining a leading position in the industry [1][4]. Dividend Policy - The company announced a dividend plan with a high yield of 7.54%, distributing 6.3 yuan per 10 shares, totaling 600 million yuan, which represents 95.73% of the annual net profit attributable to shareholders [3]. - A long-term dividend plan was proposed, ensuring annual cash dividends of at least 35% of the net profit attributable to shareholders from 2024 to 2026, with a minimum cash dividend of 400 million yuan each year [3]. Industry Position - The company is recognized as a leading player in the cement industry, ranking third in net profit among 12 listed companies and first in gross margin [4]. - It is part of the top 100 global building materials companies and ranks sixth in comprehensive strength among Chinese cement listed companies [4]. Strategic Initiatives - The company has introduced a dual-driven growth strategy focusing on upgrading its core building materials business and investing in new productive capacities [5]. - The strategy includes a materials industry chain and a new productive capacity investment chain, aiming to balance traditional and emerging industries [5]. - The company is expanding into new business areas such as environmental services, renewable energy, and smart logistics, while gradually exiting the real estate sector [6]. - Investments in strategic emerging industries like semiconductors and new materials are being pursued, with over twenty investments in quality enterprises across the semiconductor value chain [6].

Core Viewpoint - The company has developed a valuation enhancement plan for 2025 to improve its overall value and investment valuation, aiming for sustainable growth and high-quality development in response to market conditions and internal strategies [4][14]. Group 1: Triggering Conditions and Procedures - The company has been required to formulate a valuation enhancement plan due to its stock price being below the audited net asset value per share for 12 consecutive months [2]. - The board of directors approved the 2025 valuation enhancement plan on April 23, 2025 [3]. Group 2: 2025 Valuation Enhancement Plan - The plan aims to clarify strategic paths for growth, transitioning from a "dual-wheel" to a "three-horse" model, focusing on core business, new economic investments, and second growth curve businesses [4][5]. - The company has maintained resilient growth in its main product capacity and revenue, with cumulative tax payments of approximately 5.1 billion yuan and cash dividends of 2.65 billion yuan, achieving an average annual dividend rate exceeding 40% [4]. Group 3: Business Quality Improvement and Innovation - The company has established a high-efficiency operational mechanism in the cement and building materials industry, maintaining competitive advantages even during downturns [6][7]. - The focus will be on enhancing quality and efficiency through smart, ecological, and high-end upgrades, while also improving product structure and resource allocation [7]. Group 4: Capital Integration and Second Growth Curve - The company has invested over 1.7 billion yuan in equity investments, particularly in semiconductors, new energy, and new materials, achieving significant returns [8]. - The five-year plan outlines a framework for developing new business directions, including silicon-based and carbon-based materials, and emphasizes the integration of industry and capital resources [8]. Group 5: Governance and Incentive Mechanisms - The company will enhance its governance structure and internal control systems, ensuring compliance with regulations and improving management capabilities [9]. - An employee stock ownership plan has been implemented to align management incentives with company valuation [9]. Group 6: Shareholder Returns and Social Responsibility - The company has distributed approximately 3.819 billion yuan in dividends since its restructuring, with a new dividend plan proposing a minimum of 35% of net profit for cash dividends from 2024 to 2026 [10]. - The company aims to enhance its social responsibility through annual ESG reports and by optimizing its dividend strategy to increase shareholder satisfaction [11]. Group 7: Communication and Transparency - The company plans to strengthen investor relations by proactively disclosing operational and strategic information, ensuring fair treatment of all shareholders [12]. - Regular communication activities will be organized to engage with investors and analysts, enhancing confidence in the company's performance [12]. Group 8: Evaluation of the Valuation Enhancement Plan - The company will assess the implementation of the valuation enhancement plan annually, especially if it remains in a long-term undervalued situation [13].

甘肃上峰水泥股份有限公司 二O二四年度 内部控制审计报告 致同会计师事务所 (特殊普通合伙) r hornton 同会计师事务所(特殊普 北京 朝阳区建国门外大街2 t广场5号 邮编 10000 86 10 8566 FF 内部控制审计报告 致同审字(2025)第 110A015038号 甘肃上峰水泥股份有限公司全体股东: 按照《企业内部控制审计指引》及中国注册会计师执业准则的相关要求, 我们审计了甘肃上峰水泥股份有限公司(以下简称"上峰水泥")2024年12 月 31日的财务报告内部控制的有效性。 一、企业对内部控制的责任 按照《企业内部控制基本规范》、《企业内部控制应用指引》、《企业 内部控制评价指引》的规定,建立健全和有效实施内部控制,并评价其有效 性是上峰水泥董事会的责任。 二、注册会计师的责任 我们的责任是在实施审计工作的基础上,对财务报告内部控制的有效性 发表审计意见,并对注意到的非财务报告内部控制的重大缺陷进行披露。 三、内部控制的固有局限性 内部控制具有固有局限性,存在不能防止和发现错报的可能性。此外， 由于情况的变化可能导致内部控制变得不恰当,或对控制政策和程序遵循的 程度降低,根据内部控制 ...

致同会计师事务所 (特殊普通合伙) t and the subject of . 关于甘肃上峰水泥股份有限公司 非经营性资金占用及其他关联 资金往来的专项说明 目 录 关于甘肃上峰水泥股份有限公司非经营性资金占用及其他关联资 1-2 金往来的专项说明 甘肃上峰水泥股份有限公司 2024年度非经营性资金占用及其他关 1 联资金往来情况汇总表 Thornton 载 目 会计师事务所(特殊普通合作 关于甘肃上峰水泥股份有限公司 非经营性资金占用及其他关联资金往来的专项说明 致同专字(2025)第 110A009206号 甘肃上峰水泥股份有限公司全体股东: 2 · 我们接受甘肃上峰水泥股份有限公司(以下简称"上峰水泥"）委托, 根据中国注册会计师执业准则审计了上峰水泥 2024年 12月 31日的合并及公司 资产负债表,2024年度合并及公司利润表、合并及公司现金流量表、合并及 公司 股东 权 益 变 动 表 和 财 务 报 表 附 注,并 出 具 了 致 同 审 字 ( 2025 ) 第 110A015041 号无保留意见审计报告。 根据《上市公司监管指引第8号——上市公司资金往来、对外担保的监管 要求》等有关规定 ...