Business Overview - The company's main business includes non-ferrous metal mining and selection, industrial sulfuric acid production, and related product trading, with key products being zinc concentrate, lead concentrate, silver concentrate, copper concentrate, sulfur concentrate, and industrial sulfuric acid [5]. - The company holds a 48% stake in Jin Xin Mining, contributing to its investment income, which is significant for overall performance [5]. - The performance of the non-ferrous metal sector is closely tied to domestic and international economic conditions, with fluctuations in product prices impacting the company's results [5]. Industry Trends - In the first half of 2023, the non-ferrous metal industry showed signs of recovery despite challenges from macro policies and geopolitical factors, driven by demand from new economies like photovoltaics and electric vehicles [15]. - The demand for lithium resources is expected to remain high due to the rapid growth of the new energy industry, particularly in electric vehicles and energy storage [16]. - The company aims to transition towards a greener, low-carbon development model in line with national carbon peak and neutrality goals, enhancing the efficiency of the non-ferrous metal industry [16]. Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the first half of 2023, representing a 15% year-over-year growth [30]. - The company has provided a positive outlook for the second half of 2023, projecting a revenue growth of 10% to 12% [30]. - New product launches are expected to contribute an additional 200 million RMB in revenue by Q4 2023 [30]. - The company's operating revenue for the reporting period was ¥550,307,843.71, a decrease of 36.01% compared to the same period last year [52]. - The net profit attributable to shareholders was ¥3,533,751.27, down 97.21% year-on-year [52]. - The net profit after deducting non-recurring gains and losses was -¥2,380,215.76, a decline of 101.88% compared to the previous year [52]. - The net cash flow from operating activities was ¥124,788,484.96, representing a decrease of 58.25% from the same period last year [52]. - Basic earnings per share were ¥0.0032, down 97.23% year-on-year [52]. - Diluted earnings per share were ¥0.0031, a decrease of 97.29% compared to the previous year [52]. Investment and Expansion Plans - The company plans to invest 150 million RMB in R&D for new technologies in the mining sector over the next two years [30]. - The company plans to invest ¥3.357 billion in a lithium salt project with a capacity of 200,000 tons per year [90]. - The company is expanding its market presence in Southeast Asia, targeting a 25% market share by the end of 2024 [30]. - A strategic acquisition of a local competitor is anticipated to enhance operational efficiency and increase market penetration [30]. Shareholder and Equity Information - No cash dividends will be distributed to shareholders for the current fiscal year, as the company focuses on reinvestment [41]. - The total assets at the end of the reporting period were ¥8,068,486,390.86, an increase of 4.02% from the end of the previous year [52]. - The net assets attributable to shareholders at the end of the reporting period were ¥2,934,495,529.43, up 2.82% from the previous year [52]. - The total number of shares is 1,117,647,825, with a minor impact on financial metrics from the conversion of 94 convertible bonds [94]. - The company's total equity as of the end of the first half of 2023 was approximately ¥3.23 billion, compared to ¥2.99 billion at the end of the previous year, indicating an increase of about 8% [161]. Cash Flow and Assets - Cash and cash equivalents decreased from RMB 145.78 million at the beginning of the year to RMB 87.20 million by June 30, 2023 [115]. - Accounts receivable decreased significantly from RMB 23.50 million to RMB 1.43 million during the same period [115]. - The company's long-term equity investments increased from RMB 753.18 million to RMB 792.82 million [116]. - The company's inventory increased from RMB 49.09 million to RMB 56.76 million [115]. - The company's cash and cash equivalents decreased significantly from CNY 72,634,895.10 on January 1, 2023, to CNY 11,197,297.88 by June 30, 2023 [186]. Liabilities and Financial Ratios - The company's total liabilities amounted to ¥4,774,535,613.05, an increase from ¥4,535,393,041.39 at the end of the previous year, representing a growth of 5.27% [117]. - The company's non-current liabilities totaled ¥2,273,680,355.48, up from ¥1,973,227,608.00, indicating an increase of 15.23% [117]. - The asset-liability ratio increased to 59.18% from 58.40%, indicating a slight rise of 0.78% [130]. - The cash interest coverage ratio decreased to 6.69 from 20.17, a drop of 66.83% [130]. - The company maintained a loan repayment rate of 100.00%, indicating strong financial discipline [130]. Accounting and Reporting Standards - The company adheres to the accounting standards for the fiscal year from January 1 to December 31 [143]. - The company uses RMB as its functional currency for accounting purposes [144]. - The company applies expected credit loss model for impairment of financial assets measured at amortized cost [152]. - The company follows a comprehensive approach to financial instruments, categorizing them based on their measurement and recognition criteria [145]. Risk Management and Credit Losses - The expected credit loss rates for accounts receivable are as follows: 0.60% for within 1 year, 15.00% for 1-2 years, 30.00% for 2-3 years, 50.00% for 3-4 years, 80.00% for 4-5 years, and 100.00% for over 5 years [155]. - The company’s expected credit loss for related party receivables is assessed at 0%, reflecting a low risk profile for this category [155]. - The company has implemented a simplified approach to measure expected credit losses for receivables and contract assets, enhancing its risk management framework [155].

单位：万元 | 非经营性资金占用 | 资金占用方名称 | 占用方与 上市公司 | 上市公司核算 | 2023 年期初 占用资金余 | 年 2023 1-6 月占用累计 发生金额 | 2023 年 1-6 月占用资金 | 2023 年 月偿还累计 | 1-6 | 2023 | 年 末占用资金 | 6 月 | 占用形成原因 | 占用性质 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 的关联关 | 的会计科目 | | | 的利息（如 | | | | | | | | | | | 系 | | 额 | （不含利 | 有） | 发生金额 | | | 余额 | | | | | | | | | | 息） | | | | | | | | | | 控股股东、实际控制人及其 附属企业 | | | | | | | | | | | | | 非经营性占用 | | 小计 | - | - | - | | | | | | | | | | - | | 前控股股东、实际控制人及 | | | | | | | | ...

证券代码：000688 证券简称：国城矿业 公告编号：2023-067 根据《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范 运作》《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监管要求》 等相关规定，国城矿业股份有限公司（以下简称"公司"）董事会将 2023 半年度募 集资金存放与使用情况专项说明如下： 一、募集资金基本情况 （一）实际募集资金金额和资金到账时间 经中国证券监督管理委员会证监许可[2020]1032 号文核准，并经深圳证券交 易所同意，公司由主承销商红塔证券股份有限公司（以下简称"红塔证券"）采用 优先向公司原股东配售，原股东优先配售后余额部分（含原股东放弃优先配售部分） 通过网上向社会公众投资者发行，剩余部分由主承销商包销的方式，共发行可转换 公司债券 850 万张，共计募集资金 85,000.00 万元，扣除承销和保荐费用 915.09 万 元后的募集资金为 84,084.91 万元，已由主承销商红塔证券于 2020 年 7 月 21 日汇 入公司募集资金监管账户。另减除上网发行费、申报会计师费、律师费、评估费等 与发行权益性证券直接相关的新增外部费用 3 ...

截至 2023 年 6 月 30 日，公司及子公司不存在为控股股东及其关联方提供担 保的情况。 国城矿业股份有限公司独立董事 关于第十二届董事会第七次会议有关议案的 独立意见 根据《中华人民共和国证券法》《上市公司独立董事规则》《上市公司治理准 则》《公司章程》及国城矿业股份有限公司（以下简称"公司"）《独立董事工作 制度》等有关规定，作为公司的独立董事，特就公司第十二届董事会第七次会议 的审议事项发表独立意见如下： 一、关于控股股东及其他关联方占用公司资金、公司对外担保情况的专项 说明和独立意见 （一）公司控股股东及其他关联方占用资金情况 经核查，我们认为：公司严格防范控股股东及关联方资金占用的风险。报告 期内，不存在因控股股东及其关联方占用或转移公司资金、资产或其他资源而给 公司造成损失或可能造成损失的情形，不存在公司控股股东及关联方违规占用公 司资金的情况。 （二）公司对外担保情况 第 2 号——上市公司募集资金管理和使用的监管要求》《深圳证券交易所股票上 市规则》以及公司《募集资金使用管理办法》等有关规定的要求，不存在募集资 金存放与使用违法、违规或损害公司股东尤其是中小股东利益的情形。 独立董事：刘 ...

国城矿业股份有限公司 第十一届监事会第五次会议决议公告 证券代码：000688 证券简称：国城矿业 公告编号：2023-065 表决情况：3票赞成，0票反对，0票弃权。 经审核，监事会认为公司严格按照相关法律、法规、规范性文件的要求使用募 集资金，不存在变相改变募集资金用途和损害股东利益的情况，不存在募集资金使 用及管理违规的情形。 一、审议通过《2023年半年度报告及其摘要》 具体内容详见与本公告同日刊登在公司指定信息披露媒体上的《2023年半年 度募集资金存放与使用情况的专项报告》。 表决情况：3票赞成，0票反对，0票弃权。 特此公告。 经审核，监事会认为董事会编制和审议公司2023年半年度报告的程序符合法 律、行政法规及中国证监会的规定，报告内容真实、准确、完整地反映了公司的实 际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容详见与本公告同日刊登在公司指定信息披露媒体上的《2023年半年 度报告》和《2023年半年度报告摘要》。 二、审议通过《2023年半年度募集资金存放与使用情况的专项报告》 本公司及监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。 ...

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。 证券代码：000688 证券简称：国城矿业 公告编号：2023-064 国城矿业股份有限公司（以下简称"公司"）第十二届董事会第七次会议通 知于 2023 年 8 月 14 日以邮件和电话的方式发出，会议于 2023 年 8 月 24 日以 现场与通讯表决相结合的方式在北京市丰台区南四环西路 188 号 16 区 19 号楼 16 层会议室召开。本次会议应出席会议董事 9 名，实际出席会议董事 9 名。本 次会议由董事长吴城先生主持，公司部分监事及高级管理人员列席本次会议。本 次会议的召集、召开和表决程序均符合法律法规、规范性文件及《公司章程》的 有关规定，会议经表决形成如下决议： 一、审议通过《2023年半年度报告及其摘要》 国城矿业股份有限公司 表决情况：9票赞成，0票反对，0票弃权。 第十二届董事会第七次会议决议公告 具体内容详见与本公告同日刊登在公司指定信息披露媒体上的《2023年半年 度报告》和《2023年半年度报告摘要》。 二、审议通过《2023年半年度募集资金存放与使用情况的专项报告》 表决情况：9 ...

| 证券代码：000688 | 证券简称：国城矿业 | 公告编号：2023-063 | | --- | --- | --- | | 债券代码：127019 | 债券简称：国城转债 | | 1、证券代码：000688 证券简称：国城矿业 2、债券代码：127019 债券简称：国城转债 3、转股价格：人民币21.20元/股 4、转股期限：2021年1月21日至2026年7月14日 （二）可转换公司债券上市情况 国城矿业股份有限公司 关于预计触发可转债转股价格向下修正条件的 提示性公告 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。 特别提示： 5、自2023年8月8日起至2023年8月21日，公司股票已有10个交易日的收盘价 格低于当期转股价格的85%。若后续公司股票收盘价格继续低于当期转股价格的 85%，预计将有可能触发转股价格向下修正条件。 一、可转换公司债券发行上市概况 （一）可转换公司债券发行情况 经中国证券监督管理委员会"证监许可[2020]1032号文"《关于核准国城矿 业股份有限公司公开发行可转换公司债券的批复》的核准，国城矿业股份有限公 司（以下简 ...

证券代码：000688 证券简称：国城矿业 国城矿业股份有限公司 投资者关系活动记录表 编号：2023-001 | 投资者关系活动类别 | □分析师会议 | □特定对象调研 | | --- | --- | --- | | | | □媒体采访 业绩说明会  | | | □新闻发布会 □路演活动 | | | | □现场参观 | | | | □其他（请文字说明其他活动内容） | | | 活动参与人员 | 通过全景网"投资者关系互动平台"（http://ir.p5w.net） | | | | 参与业绩说明会的投资者 | | | 时间 | 2023 年 5 月 12 日 | | | 地点 | 公司会议室 | | | 形式 | 线上交流 | | | | 1、请问吴董，咱们亚洲最大的银矿一期 165 万吨三月份 | | | | 已经投产，按目前银价，今年会有多少收益？二期扩产开 | | | | 始了吗，大概多少规模，大致投产时间？多谢！ | | | | 答：您好，宇邦矿业采矿许可证生产规模已提升至 825 万 | | | | 吨/年，目前正逐步通过技改扩建释放产能，提高实际生 | | | | 产规模，后续根据达产达效情况 ...

Financial Performance - The company's operating revenue for the reporting period reached ¥860,004,404.13, a year-on-year increase of 63.97% due to rising sales prices and the expansion of trade business[9]. - The operating cost increased by 93.45% to ¥520,491,496.71, primarily due to the growth in trade business[9]. - The net cash flow from operating activities was ¥298,868,411.20, reflecting a 20.40% increase compared to the previous year[9]. - The company achieved a significant increase in trade business revenue, which surged by 3390.46% to ¥197,171,494.24, accounting for 22.93% of total revenue[11]. - The company reported a net profit of 12,650.31 million RMB for the current period, representing a 14.97% increase compared to the same period last year[117]. - The net profit for the first half of 2022 was ¥101,103,996.68, a decrease of 17.6% from ¥122,723,738.84 in the first half of 2021[146]. - The total comprehensive income for the first half of 2022 was a loss of ¥37,210,692.74, compared to a loss of ¥9,325,699.01 in the first half of 2021[153]. Assets and Liabilities - Cash and cash equivalents at the end of the reporting period amounted to ¥213,963,775.22, representing 3.67% of total assets, an increase of 0.41% from the previous year[15]. - Total assets increased to CNY 5,834,994,216.31 as of June 30, 2022, up from CNY 5,468,111,027.98 on January 1, 2022, representing a growth of approximately 6.7%[128]. - Total liabilities reached CNY 2,734,368,221.96 as of June 30, 2022, compared to CNY 2,468,317,813.20 at the start of the year, marking an increase of around 10.8%[132]. - The company's asset-liability ratio at the end of the reporting period was 46.86%, an increase of 1.72% from the previous year[117]. - Long-term borrowings rose significantly to ¥405,873,306.42, representing 6.96% of total assets, an increase of 3.85% from the previous year due to increased bank loans for fixed assets[15]. Investments and Capital Expenditures - The company's total investment during the reporting period was ¥356,066,245.42, reflecting a 43.14% increase compared to ¥248,758,389.02 in the same period last year[22]. - The total investment in the expansion of the 5000t/d silver-lead-zinc ore dressing plant amounted to approximately CNY 356.07 million during the reporting period, with a cumulative actual investment of CNY 2.06 billion by the end of the reporting period[74]. - The company has ongoing major non-equity investments, including the comprehensive utilization project of sulfur-titanium iron resources, with an actual cumulative investment of ¥1,068,157,840.41[22]. Shareholder Information - The total number of shares after the recent changes is 1,137,309,773, with 1,137,305,453 being unrestricted shares, representing 100% of the total[82]. - The largest shareholder, Gansu Jianxin Industrial Group, holds 40.99% of the shares, amounting to 466,139,241 shares, with 431,000,000 shares pledged[86]. - The second-largest shareholder, Guocheng Holdings Group, owns 32.99% of the shares, totaling 375,160,511 shares, with 375,046,900 shares pledged[86]. - The company reported a total of 41,743,867 shares held in its repurchase account, representing 3.67% of the total shares[87]. Corporate Governance and Compliance - The company is ensuring the independence of its financial operations and management from its controlling shareholders[30]. - The company has committed to resolving any potential conflicts of interest through legal and regulatory means[24]. - The financial statements have been approved by the company's 11th Board of Directors on August 29, 2022[192]. - The financial statements comply with the requirements of the enterprise accounting standards, reflecting the company's financial position, operating results, and cash flows accurately[197]. Cash Flow and Financial Ratios - The cash interest coverage ratio decreased by 36.45% to 20.17 compared to the previous year[117]. - The company's current ratio improved to 37.69%, up by 2.84% from the previous year[117]. - The company recorded a credit impairment loss of ¥-1,733,559.82 in the first half of 2022, compared to a gain of ¥2,375,478.72 in the same period of 2021[146]. - The company’s financing activities generated a net cash flow of ¥218,009,485.66 in the first half of 2022, compared to ¥151,553,269.73 in the first half of 2021[159]. Operational Developments - The company updated its mining rights to 825,000 tons/year, with plans for further capacity expansion through technological upgrades[4]. - The company plans to enhance its production scale and efficiency through technological innovations and automation in mining operations[5]. - The company is in the process of acquiring 100% equity of Guocheng Resources and mining rights in Inner Mongolia, with a focus on comprehensive utilization of sulfur-titanium iron resources[58]. Miscellaneous - The semi-annual financial report has not been audited[34]. - There were no significant litigation or arbitration matters during the reporting period[38]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties during the reporting period[32].

Environmental Governance and Community Support - The company invested approximately CNY 300,000 in environmental governance and protection in 2022, with an environmental tax payment of CNY 3,100[5]. - The company donated a total of CNY 18 million for local rural revitalization projects, contributing to environmental improvement and local development[8]. - The company has completed two rounds of environmental monitoring, with results meeting relevant standards[3]. - The company has established an emergency management organization to handle various environmental incidents, with a specific emergency plan filed in May 2021[2]. - The company has been compliant with environmental reporting requirements, publicly disclosing monitoring data on various platforms[6]. - The company has been actively creating job opportunities for local communities, particularly in minority regions, to support local economic development[9]. Financial Support and Shareholder Information - The company has a financial support from its controlling shareholder, Guocheng Group, amounting to CNY 25 million, which helps reduce financing costs[24]. - The company has committed to injecting 100% equity of Guocheng Industry into the listed company by the end of 2027[15]. - The total approved guarantee amount for the company at the end of the reporting period is 137,195 million, with an actual guarantee balance of 86,093.87 million[54]. - The company reported no related party guarantees during the reporting period[46]. - The top shareholder, Gansu Jianxin, holds 41.71% of the shares, totaling 466,139,241 shares[80]. - The second-largest shareholder, Guocheng Holdings Group, holds 28.47% of the shares, totaling 318,160,511 shares[80]. - The company’s total share capital is 1,137,308,621 shares, with a reduction of 19,660,796 shares during the reporting period[75]. - The company has no significant changes in the commitments of controlling shareholders or actual controllers during the reporting period[56]. Financial Performance and Indicators - Total assets increased by 41.86% to CNY 775,694.25 million, primarily due to investments in construction projects and the acquisition of Guocheng Changqing[79]. - The net assets attributable to shareholders increased by 9.89% to CNY 285,412.89 million[79]. - The asset-liability ratio rose to 58.40%, up from 45.14%, mainly due to increased bank loans and new borrowings from the controlling shareholder[79]. - The company’s financial indicators, including basic and diluted earnings per share, were impacted by the share changes[78]. - The company's debt-to-asset ratio increased to 58.40% as of December 31, 2022, up from 45.14% in the previous year, representing a 13.26% increase[96]. - The current ratio decreased significantly to 13.77% from 36.65%, a decline of 22.88%[96]. - The quick ratio also saw a decline, dropping to 11.86% from 31.96%, a decrease of 20.10%[96]. - The cash ratio fell to 5.69% compared to 16.03% in the prior year, a reduction of 10.34%[96]. - The company's cash flow ratio decreased to 27.65% from 36.29%, a decline of 8.65%[96]. - The debt service coverage ratio improved slightly to 6.39 from 6.11, an increase of 0.28[96]. - The EBITDA to total debt ratio decreased to 23.19% from 45.52%, a significant drop of 22.33%[96]. Corporate Governance and Management Changes - The company has engaged a domestic accounting firm for auditing services, with a fee of CNY 2.03 million for the year[18]. - The company has implemented new accounting policies effective from November 30, 2022, with no impact on financial statements[17]. - The company’s internal remuneration system for directors and senior management is based on a combination of responsibilities, rights, interests, and annual performance evaluations[98]. - The board of directors held multiple meetings to approve significant transactions, including a major asset purchase and related party transactions[101]. - The company received a warning letter from the Chongqing Securities Regulatory Bureau regarding its actual controller, Wu Cheng, in August 2021[97]. - The company’s performance evaluation for 2022 will influence the distribution of performance remuneration for directors and senior management[98]. - The company experienced a change in management, with several executives resigning for personal reasons or due to work adjustments[139]. - The company appointed new executives, including Wu Cheng as General Manager and Dong Ziping as Deputy General Manager, effective January 30, 2023[139]. - The company reported a total of 22 board meetings held, with all directors attending at least 15 meetings[135]. - The company has maintained a stable board composition, with no objections raised by directors regarding company matters[131]. Revenue and Market Expansion - The company reported a total revenue of 1.2 billion in 2022, representing a year-over-year increase of 15%[129]. - User data showed an increase in active users by 25% compared to the previous year, reaching 500,000 users[129]. - The company provided guidance for 2023, expecting revenue growth of 10% to 12%[129]. - New product launches are anticipated to contribute an additional 200 million in revenue in 2023[129]. - The company is investing 50 million in R&D for new technologies in lithium battery production[129]. - Market expansion plans include entering two new international markets by the end of 2023[129]. - The company is considering strategic acquisitions to enhance its market position, with a budget of 100 million allocated for potential deals[129]. Production and Resource Management - The company has undergone significant changes in its main business focus, shifting to non-coal mining resource exploration and development[163]. - The company is engaged in the trade of non-ferrous metal mining products and precious metals[163]. - The company has a comprehensive strategy for resource exploration and development, including both metal and non-metal resources[163]. - The company’s financial performance is supported by its subsidiaries, which include several fully-owned and controlled entities[158]. - The company has established a strong foundation for future growth through its diversified business model and strategic partnerships[163]. - The company acquired 100% of Guocheng Changqing, indirectly holding a 48% stake in Jinxin Mining, enhancing its lithium resource reserves in the new energy sector[191]. - The company focuses on enhancing production and sales management to mitigate the impacts of industry cycles and fluctuations in the new energy sector[192]. - Lithium is recognized as a key material for batteries, with significant demand growth expected in electric vehicles and energy storage applications[195]. - The production of industrial sulfuric acid is crucial across various sectors, highlighting its importance as a fundamental chemical raw material[195]. - The company aims to strengthen its industry position through a combination of internal growth and external acquisitions[189].