四川和谐双马股份有限公司 2024年度独立董事述职报告 （述职人：许劲生） 一、独立董事的基本情况 许劲生：男，中国国籍。北京大学毕业，获经济学学士和硕士学位。1990 年 8 月至 1991 年 7 月，北京牧工商总公司，办公室秘书；1991 年 8 月至 2000 年 6 月，中国海外工程总公司，任项目经理，负责分、子公司的管理；2000 年 7 月至 2001 年 6 月，慧聪集团，任新产品开发部副总经理，负责新产品的研究； 2001 年 7 月至 2002 年 9 月，西部证券，任北京管理总部副总经理，负责北京营 业部的筹建；2002 年 9 月至 2006 年 6 月，北京珠峰万维科技有限公司，任副总 经理，负责视频会议的研发运营；2006 年 6 月至 2018 年 11 月，北京中搜网络 技术公司，任内容运营总监，负责内容运营管理；2018 年 12 月至今，独立投资 人。不存在影响独立性的情况。 二、独立董事年度履职概况 （一）出席董事会及股东大会的情况 2024 年本人以通讯方式共出席五次董事会，均亲自出席会议，不存在委托 出席的情况。本人结合公司情况，深入分析相关业务的背景材料及行业趋势， ...

《股东会议事规则》修改对照表（2025 年 4 月） | 序号 | 《股东大会规则》（现行） | 《股东会议事规则》（拟修订） | | --- | --- | --- | | 1 | 四川和谐双马股份有限公司股东大会规则 | 四川和谐双马股份有限公司股东会议事规则 | | | | 第二条 公司股东会的召集、提案、通知、召开等事 | | 2 | （新增） | 项适用本议事规则。 | | | 第四条 股东大会分为年度股东大会和临 | 第五条 股东会分为年度股东会和临时股东会。年 | | | 时股东大会。年度股东大会每年召开一次，应当 | | | | | 度股东会每年召开一次，应当于上一会计年度结束后的 | | | 于上一会计年度结束后的 6 个月内举行。临时股 | 六个月内举行。临时股东会不定期召开，出现《公司法》 | | | 东大会不定期召开，出现《公司法》第一百条规 | 第一百一十三条规定的应当召开临时股东会的情形时， | | 3 | 定的应当召开临时股东大会的情形时，临时股东 | 临时股东会应当在两个月内召开。 | | | 大会应当在 2 个月内召开。 | | | | | 公司在上述期限内不能召开股东会的， ...

Financial Performance - The company's revenue for Q1 2025 was ¥324,988,710.21, representing a 52.53% increase compared to ¥213,059,095.23 in the same period last year[5] - Net profit attributable to shareholders reached ¥116,549,153.25, a significant increase of 1,236.09% from ¥8,723,136.67 in the previous year[5] - The basic earnings per share rose to ¥0.15, marking a 1,400.00% increase from ¥0.01 in the same period last year[5] - Total operating revenue for the current period reached ¥324,988,710.21, a significant increase from ¥213,059,095.23 in the previous period, representing a growth of approximately 52.5%[23] - Net profit for the current period was ¥116,217,737.32, compared to ¥8,259,988.85 in the previous period, indicating a substantial increase of approximately 1,307.5%[24] - Total comprehensive income amounted to CNY 116,220,312.46, a significant increase from CNY 8,281,557.48 in the previous period[25] - Basic and diluted earnings per share both increased to CNY 0.15 from CNY 0.01[25] Assets and Liabilities - The company's total assets at the end of the reporting period were ¥9,030,246,383.08, a 0.43% increase from ¥8,991,376,516.63 at the end of the previous year[5] - The company's total assets amounted to ¥9,030,246,383.08, up from ¥8,991,376,516.63, reflecting a growth of about 0.4%[22] - Total liabilities decreased to ¥1,360,958,888.76 from ¥1,438,309,334.74, showing a reduction of approximately 5.4%[22] - The company's total liabilities decreased by 58.19% in other payables, amounting to ¥38,241,994.79, primarily due to dividend payments to shareholders[10] - The company's equity attributable to shareholders increased to ¥7,591,869,474.09 from ¥7,475,317,745.70, representing a growth of about 1.6%[22] Cash Flow - The company reported a net cash flow from operating activities of ¥38,529,015.68, which is a decrease of 26.71% compared to ¥52,573,281.08 in the same period last year[5] - Cash inflow from operating activities reached CNY 352,461,745.55, compared to CNY 189,337,069.31 in the prior period, reflecting an increase of approximately 86.2%[25] - Net cash flow from operating activities was CNY 38,529,015.68, down from CNY 52,573,281.08, indicating a decrease of about 26.7%[25] - Cash outflow for investing activities totaled CNY 19,758,234.35, significantly lower than CNY 710,797,749.80 in the previous period[26] - Net cash flow from investing activities was CNY 1,074,123.67, a recovery from a negative cash flow of CNY -125,260,564.83 in the prior period[26] - The company reported a net increase in cash and cash equivalents of CNY 33,739,556.42, contrasting with a decrease of CNY -75,045,017.00 in the prior period[26] Shareholder Structure - The largest shareholder, Beijing Harmony Hengyuan Technology Co., Ltd., holds 26.52% of shares, totaling 202,446,032 shares, with 124,005,100 shares pledged[17] - The second largest shareholder, LAFARGE CHINA OFFSHORE HOLDING COMPANY (LCOHC) LTD., owns 17.55% of shares, amounting to 133,952,761 shares[17] - Tianjin Saike Environmental Management Center (Limited Partnership) holds 10.24% of shares, which is 78,203,902 shares[17] - CITIC Financial Asset Management Co., Ltd. possesses 7.45% of shares, equating to 56,854,045 shares[17] - Zhongrong Life Insurance Co., Ltd. holds 6.80% of shares, totaling 51,919,170 shares[17] - The Basic Pension Insurance Fund No. 1003 holds 1.23% of shares, which is 9,414,734 shares[17] - The top ten shareholders collectively represent a significant portion of the company's equity, with the largest three shareholders alone accounting for over 54%[17] - The shareholder structure indicates a concentration of ownership, which may impact governance and strategic decisions[17] Research and Development - Research and development expenses increased to ¥14,741,288.49, reflecting a 100.00% increase as a result of the acquisition of Shenzhen Jianyuan Pharmaceutical Technology Co., Ltd.[13] - Research and development expenses for the current period were ¥14,741,288.49, compared to ¥0.00 in the previous period, indicating a new investment in innovation[23] Fair Value and Investment Income - The company reported a significant increase in fair value gains of ¥82,252,243.83, compared to a loss of ¥66,419,972.85 in the previous year[13] - The company’s investment income showed a loss of ¥23,203,645.78, an improvement from a loss of ¥31,795,847.80 in the previous year[13] Future Outlook - Future outlook includes plans for market expansion and potential new product launches, aiming to sustain growth momentum[23] Other Information - The company did not undergo an audit for the first quarter report[27] - The company is set to implement new accounting standards starting from 2025[28]

Financial Performance - The company’s operating revenue for 2024 was CNY 1,074,557,678.81, a decrease of 11.87% compared to CNY 1,219,344,574.84 in 2023[19]. - Net profit attributable to shareholders for 2024 was CNY 309,381,386.88, down 68.61% from CNY 985,473,578.62 in 2023[19]. - The net profit after deducting non-recurring gains and losses was CNY 60,529,601.91, a decline of 93.55% from CNY 938,711,142.26 in 2023[19]. - Cash flow from operating activities increased by 49.68% to CNY 462,917,152.00 in 2024, compared to CNY 309,272,676.46 in 2023[19]. - Basic earnings per share for 2024 were CNY 0.41, a decrease of 68.22% from CNY 1.29 in 2023[19]. - Total assets at the end of 2024 were CNY 8,991,376,516.63, reflecting a 9.72% increase from CNY 8,194,608,917.06 at the end of 2023[19]. - The weighted average return on equity decreased by 9.93 percentage points to 4.17% in 2024 from 14.10% in 2023[19]. - The company reported a significant decline in net profit, with the lowest of total profit, net profit, and net profit after deducting non-recurring gains and losses being negative for the most recent accounting year[20]. Business Operations and Strategy - The company has undergone changes in its main business operations, shifting from cement manufacturing to include building materials, biopharmaceuticals, and private equity fund management[18]. - The company aims to enhance its core capabilities through organic growth and external investments, focusing on high-growth areas such as biotechnology[33]. - The company is committed to sustainable development and aims to achieve dual carbon goals, aligning with national policies on green development[33]. - The company is actively implementing a carbon reduction plan and researching new cement technology to achieve high-quality development[38]. - The company has established a solid foundation for future drug supply by collaborating deeply with innovative pharmaceutical companies from the product development stage[67]. Market Conditions - In 2024, China's cement production reached 1.825 billion tons, a year-on-year decrease of 9.5%, marking the lowest output since 2010[34]. - National real estate development investment fell by 10.6% year-on-year, with new housing starts declining by 23.0%[34]. - The company maintained a leading market share in the regional market, benefiting from strong brand recognition and stable partnerships with major projects[41]. - The company's aggregate business faced price declines throughout the year, but experienced a recovery towards the end due to environmental regulations and increased self-discipline among leading enterprises[35]. - The cement and aggregate market demand in the company's production area remained weak in 2024, with product sales prices significantly declining compared to the same period last year[80]. Research and Development - The company has established a comprehensive R&D system with over 210 personnel, focusing on advanced chemical synthesis processes for peptide drugs[71]. - The company has over 20 ongoing peptide research projects, with significant progress in global registration, including multiple DMF filings in the US and Korea[93]. - The company has received FDA First Adequate Letter for its acetate degarelix raw material, indicating compliance with US regulatory standards[66]. - The company has developed a peptide separation and purification platform that integrates various advanced chromatography technologies, significantly enhancing the efficiency of peptide production[112]. - The company has invested nearly 100 million yuan in a state-of-the-art R&D laboratory exceeding 7,000 square meters, equipped with advanced instruments ensuring research accuracy[114]. Investment and Financial Management - The company generated investment income of 1.545 billion yuan from two funds, with an expected additional performance fee of 1.023 billion yuan upon full exit at fair value[87]. - The company has established a strong compliance framework to ensure efficient fund operations and protect investor interests[103]. - The company is committed to supporting the real economy and contributing to high-quality economic development through its investment strategies[104]. - The company has a robust operational process and a high-efficiency team collaboration mechanism, ensuring scientific and effective decision-making[100]. - The company plans to leverage capital market tools to support the development of strategic emerging industries, including biotechnology and artificial intelligence[172]. Corporate Governance - The board of directors and management have confirmed the accuracy and completeness of the annual report, taking legal responsibility for its content[4]. - The report indicates that all board members attended the meeting to review the annual report, ensuring collective accountability[4]. - The company emphasizes the importance of understanding the differences between plans, forecasts, and commitments in its strategic outlook[4]. - The company has made provisions for future disclosures and updates through its official channels, ensuring transparency for investors[9]. - The company’s governance structure includes a board of directors and supervisory board, ensuring effective decision-making and oversight for long-term stability[33]. Environmental and Social Responsibility - The company has been recognized as a provincial-level safety culture construction demonstration enterprise, emphasizing its commitment to employee health and safety[108]. - The company has received multiple awards for product quality in its building materials manufacturing business, enhancing its brand reputation[106]. - The company has implemented the SCR ultra-low emission project, significantly reducing nitrogen oxide emissions[108]. - The company has been recognized as a provincial-level environmental integrity enterprise for four consecutive years, demonstrating its commitment to ecological protection[108]. - The company is focused on expanding its product and customer structure, aiming for breakthroughs in market regions despite a challenging economic environment[61].

Report Summary 1. Report Industry Investment Rating There is no information about the industry investment rating in the provided content. 2. Core View of the Report The report regularly sorts out the latest information on private exchangeable bond (private EB) projects available from public channels and conducts basic element tracking on private exchangeable bond projects. It should be noted that the private issuance terms and the issuance process may be subject to change, and the final prospectus should prevail. For the issuance progress, please consult the relevant lead underwriters [1]. 3. Summary by Relevant Catalog New Project Information This Week - The 2025 private exchangeable corporate bond project of Shenzhen Huaqiang Group Co., Ltd. for professional investors has been approved by the exchange. The proposed issuance scale is RMB 2.4 billion, the underlying stock is Shenzhen Huaqiang (000062.SZ), the lead underwriter is Jinyuan United Securities, and the exchange update date is April 17, 2025 [2]. - The 2025 private exchangeable corporate bond project of Jiangsu Shenghong Technology Co., Ltd. for professional investors has received feedback from the exchange. The proposed issuance scale is RMB 8 billion, the underlying stock is Orient Shenghong (000301.SZ), the lead underwriter is Huatai United Securities, and the exchange update date is April 15, 2025 [2]. - The 2025 private exchangeable corporate bond project of Beijing He Xie Heng Yuan Technology Co., Ltd. for professional investors has received feedback from the exchange. The proposed issuance scale is RMB 800 million, the underlying stock is Sichuan Shuangma (000935.SZ), the lead underwriter is Hongta Securities, and the exchange update date is April 15, 2025 [2]. - The 2025 private exchangeable corporate bond project of Wanan Group Co., Ltd. for professional investors has received feedback from the exchange. The proposed issuance scale is RMB 600 million, the underlying stock is Wanan Technology (002590.SZ), the lead underwriter is Zheshang Securities, and the exchange update date is April 15, 2025 [2]. Private EB Weekly Tracking (2025 - 04 - 18) The table lists the information of multiple private exchangeable bond projects, including bond names, lead underwriters, scales, underlying stocks, project statuses, and update dates. Projects are in different statuses such as "Passed", "Feedback Received", and "Accepted" [4].

Group 1 - The US government has temporarily exempted certain electronic products from tariffs, but this exemption is not permanent and will last only until a new tariff plan for the semiconductor industry is established [2][21] - China's foreign trade in the first quarter of this year reached 10.3 trillion yuan, a year-on-year increase of 1.3%, with exports growing by 6.9% and imports declining by 6% [3] - The State Administration for Market Regulation in China has introduced 37 key measures to support the development of private enterprises, focusing on breaking down barriers and promoting fair competition [4][5] Group 2 - Hong Kong is preparing to attract Chinese concept stocks back to its market, emphasizing its stability and attractiveness amid global financial market volatility [6][7] - The China Securities Regulatory Commission has emphasized the importance of functionality in the fund industry, aiming for a balance between quality and scale [8] - Insurance funds are accelerating their entry into the stock market, with the scale of long-term stock investment trials increasing from 50 billion yuan to 162 billion yuan [9] Group 3 - The US is experiencing a significant drop in import orders, with a 64% decrease in overall import volume, indicating potential disruptions in trade due to tariff policies [10][11] - The total share of stock ETFs in A-shares has surpassed 2 trillion shares, marking a historical high, with substantial inflows of capital observed in April [12] - Global pension funds are pausing investments in US assets due to uncertainties stemming from aggressive tariff policies, indicating a shift in investment strategies [13] Group 4 - The AI industry is facing scrutiny over its energy consumption, with Elon Musk's AI company xAI being investigated for violating environmental regulations related to its power generation [14] - The UK government plans to take over the British Steel Company from a Chinese firm, raising concerns about foreign investments in critical industries [15] - The consumer electronics sector is seeing increased research interest, driven by strong domestic demand policies and a surge in M&A activities in the technology field [17]

Group 1 - The uncertainty shock has led to a call for more certainty in the Chinese market, with a positive outlook on financial stocks due to valuation improvements, particularly focusing on brokerages, insurance, and banks [1][22]. - The 137th Canton Fair and the third New Energy Vehicle Innovation Technology and Industry Development Forum are upcoming events that may influence market dynamics [2]. - The U.S. stock market saw a broad increase, with the Dow Jones Industrial Average rising by 312.08 points (0.78%), the Nasdaq up by 107.02 points (0.64%), and the S&P 500 gaining 42.61 points (0.79%) [4]. Group 2 - Goldman Sachs reported a first-quarter net revenue of $15.06 billion and a net profit of $4.74 billion, with a stock buyback plan approved for up to $40 billion [7]. - Ningde Times announced a first-quarter net profit of 13.963 billion yuan, a year-on-year increase of 32.85%, with total revenue of 84.705 billion yuan, up 6.18% [9]. - Several companies, including Yuyuan New Materials and Kelu Electronics, reported significant year-on-year profit increases, with Yuyuan projecting a growth of 13076% to 16370% and Kelu reporting an increase of 857.45% [8][11].

Financial Performance - Total revenue for 2024 was CNY 107,455.77 million, a decrease of 11.87% compared to CNY 121,934.46 million in the previous year[3] - Operating profit fell to CNY 29,182.95 million, down 74.32% from CNY 113,621.30 million year-on-year[3] - Net profit attributable to shareholders decreased by 68.61% to CNY 30,938.14 million from CNY 98,547.36 million in the previous year[3] - The basic earnings per share dropped to CNY 0.41, a decline of 68.22% compared to CNY 1.29 in the previous year[3] - The net profit after deducting non-recurring gains and losses was CNY 6,052.96 million, a significant drop of 93.55% from CNY 93,871.11 million year-on-year[3] - The weighted average return on equity decreased to 4.17%, down 9.93 percentage points from 14.10% in the previous year[3] Operational Challenges - The company faced challenges due to capital market fluctuations and slow recovery in market demand for building materials, impacting overall sales volume and prices[5] - The company is actively optimizing operational efficiency and controlling costs to mitigate the impact of declining performance[5] Strategic Initiatives - A strategic acquisition of Shenzhen Jianyuan Pharmaceutical Technology Co., Ltd. was made to establish a solid foundation for future growth[5] Asset Management - Total assets increased by 9.72% to CNY 899,137.65 million from CNY 819,460.89 million at the beginning of the period[3]

Financial Performance - The company expects a net profit attributable to shareholders of 100 million to 140 million CNY, representing a growth of 1,047% to 1,506% compared to the same period last year, where the profit was 8.72 million CNY[3] - The net profit after deducting non-recurring gains and losses is projected to be 95 million to 135 million CNY, compared to a loss of 4.21 million CNY in the previous year[3] - Basic earnings per share are estimated to be between 0.13 CNY and 0.18 CNY, up from 0.01 CNY in the same period last year[3] - The significant increase in performance is primarily attributed to good returns from the funds invested by the company during the reporting period[5] Strategic Focus - The company is focusing on cost reduction and efficiency improvement while increasing investment in technological innovation and market expansion[6] - The company aims to lay a solid foundation for stable and healthy future development through its current strategies[6] Earnings Forecast - The earnings forecast is based on preliminary calculations and has not been audited by registered accountants[4] Share Capital - The total share capital as of March 31, 2025, is 763,440,333 shares, with 6,219,875 shares in the repurchase special securities account[3] Information Disclosure - The company emphasizes the importance of timely information disclosure and advises investors to make cautious decisions due to potential risks[7] - The detailed financial data will be disclosed in the first quarter report of 2025[7]

证券代码：000935 证券简称：四川双马 公告编号：2025-9 四川和谐双马股份有限公司 关于控股股东所持部分股份质押展期的公告 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。 四川和谐双马股份有限公司(简称"公司"）于近日接到控股股东北京和谐 恒源科技有限公司（简称"和谐恒源"）的告知函，获悉和谐恒源对所持有的本 公司的部分股份办理了质押展期业务，具体事项如下： 上述"占其所持股份比例"为该笔质押股份的数量占和谐恒源及其一致行动 人持股数量的比例。所质押的股份未负担重大资产重组等业绩补偿义务。 上述股份的原质押情况详见公司于2024年4月24日及2024年4月26日披露的 《关于控股股东所持部分股份解除质押及再质押的公告》和《关于控股股东所持 部分股份解除质押及再质押的公告》。依据和谐恒源出具的告知函，和谐恒源对 所持有的本公司的部分股份办理质押展期的主要原因为偿还债务，就质押事项和 谐恒源具备履约偿债能力，所质押的股份不存在平仓风险，对上市公司的生产经 营及公司治理等不会产生影响，和谐恒源已采取相关防范应对措施。 二、股东股份累计被质押的情况 股 东 ...