北京国枫（成都）律师事务所 关于四川和谐双马股份有限公司 2023 年第一次临时股东大会的 法律意见书 国枫律股字[2023]D0025 号 致：四川和谐双马股份有限公司（贵公司） 北京国枫（成都）律师事务所（以下简称"本所"）接受贵公司的委托，指派 律师出席并见证贵公司 2023 年第一次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东大会规则》 （以下简称"《股东大会规则》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业规 则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政法规、 规章、规范性文件及《四川和谐双马股份有限公司章程》（以下简称"《公司章 程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席会议人员资 格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员 资格、会议表 ...

四川和谐双马股份有限公司 关联交易管理规则 第一章 总则 第一条 为规范公司法人治理结构，建立健全内部控制制度，规范关联交易 管理，切实维护公司及其全体股东的合法权益，根据《中华人民共和国公司法》 《中华人民共和国证券法》《深圳证券交易所股票上市规则》等有关法律、法规、 规范性文件以及四川和谐双马股份有限公司（以下简称"本公司"或"公司"） 《章程》之规定,制定本管理规则。 第二条 本规则对公司股东、董事、监事和管理层具有约束力，公司股东、 董事、监事和管理层必须遵守。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则。 第四条 关联交易活动应遵循公正、公平、公开的原则,关联交易的价格应根 据充分的定价依据确定。 第五条 公司的资产属于公司所有。公司应采取有效措施防止股东及其关联 方通过关联交易违规占用或转移公司的资金、资产及其他资源。 第二章 关联人及关联交易 第六条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 第七条 具有以下情形之一的法人或者其他组织，为公司的关联法人（或者 其他组织）： （1）直接或者间接地控制本公司的法人（或者其他组织）； ...

四川和谐双马股份有限公司股东大会规则 第一章 总则 第一条 为规范四川和谐双马股份有限公司（以下简称"公司"） 行为，保证股东大会依法行使职权，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》）的规定，制定本规则。 第二条 公司应当严格按照法律、行政法规、本规则及公司章程 的相关规定召开股东大会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东大会。公司 全体董事应当勤勉尽责，确保股东大会正常召开和依法行使职权。 第三条 股东大会应当在《公司法》和公司章程规定的范围内行 使职权。 第四条 股东大会分为年度股东大会和临时股东大会。年度股东 大会每年召开一次，应当于上一会计年度结束后的 6 个月内举行。临 时股东大会不定期召开，出现《公司法》第一百条规定的应当召开临 时股东大会的情形时，临时股东大会应当在 2 个月内召开。 公司在上述期限内不能召开股东大会的，应当报告中国证券监 1 督管理委员会四川监管局（以下简称"四川证监局"）和深圳证券交 易所（以下简称"深交所"），说明原因并公告。 第五条 公司召开股东大会，应当聘请律师对以下问题 ...

证券代码：000935 证券简称：四川双马 公告编号：2023-35 四川和谐双马股份有限公司 第九届监事会第一次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或者重大遗漏。 一、监事会会议召开情况 四川和谐双马股份有限公司（以下简称"公司"）第九届监事会第一次会议 于 2023 年 8 月 9 日以现场或通讯方式召开，现场会议地址四川省成都市锦江区 红星路三段一号成都国际金融中心 1 号写字楼 26 楼 2 号，应参加的监事为 3 人， 实际参会监事 3 人（会议通知于 2023 年 8 月 3 日以书面方式发出）,经半数以上 监事推举，本次会议由监事杨大波先生主持。 依据公司《监事会议事规则》，公司监事会决定选举现任监事杨大波先生为 公司第九届监事会监事会主席，其任期自公司监事会批准之日起至本届监事会届 满之日止。 三、 备查文件： 1、第九届监事会第一次会议决议。 1 特此公告。 四川和谐双马股份有限公司监事会 本次监事会会议的召开符合有关法律、行政法规、部门规章、规范性文件和 公司章程的规定。 二、监事会会议审议情况 1、会议以 3 票同意，0 票反 ...

证券代码：000935 证券简称：四川双马 公告编号：2023-34 四川和谐双马股份有限公司 第九届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 四川和谐双马股份有限公司（以下简称"公司"）第九届董事会第一次会议 于 2023 年 8 月 9 日以现场或通讯的方式召开，现场会议地址为四川省成都市锦 江区红星路三段一号成都国际金融中心 1 号写字楼 26 楼 2 号。本次会议应出席 董事 7 人，实到 7 人。会议通知于 2023 年 8 月 3 日以书面方式向各位董事和相 关人员发出。 经半数以上董事推举，本次会议由谢建平先生主持，高级管理人员和部分监 事列席了会议，本次会议的召集、召开符合有关法律法规和《四川和谐双马股份 有限公司章程》的规定。 二、董事会会议审议情况 在公司董事充分理解会议议案并表达意见后，本次会议审议通过了以下议 案： （一）《关于制定<董事会提名和薪酬委员会实施细则>的议案》 基于公司发展的需要，依据《上市公司治理准则》《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 ...

Financial Performance - The company's revenue for the building materials segment reached ¥946,484,431.84, with a year-on-year increase of 1.73%[10] - The gross profit margin for the building materials segment was 25.69%, a decrease of 7.02% compared to the previous year[10] - The company reported a total sales revenue of ¥1,217,588,689.76, with the top customer contributing 15.21% of total sales[12] - The company's operating revenue for 2022 was ¥1,219,588,689.76, a decrease of 0.34% compared to ¥1,223,803,218.22 in 2021[164] - The net profit attributable to shareholders for 2022 was ¥825,466,249.15, down 16.51% from ¥988,734,250.75 in 2021[164] - The net profit after deducting non-recurring gains and losses was ¥611,286,181.57, a decline of 37.31% from ¥975,167,596.11 in 2021[164] - The basic earnings per share for 2022 was ¥1.08, a decrease of 16.92% compared to ¥1.30 in 2021[164] - The total assets at the end of 2022 were ¥7,210,714,025.00, an increase of 11.10% from ¥6,490,394,829.20 at the end of 2021[164] - The net assets attributable to shareholders at the end of 2022 were ¥6,496,396,785.95, up 9.80% from ¥5,916,633,601.21 at the end of 2021[164] - The weighted average return on equity for 2022 was 13.37%, a decrease of 4.64 percentage points from 18.01% in 2021[164] - The net cash flow from operating activities for 2022 was ¥413,915,706.91, down 6.19% from ¥441,215,657.85 in 2021[164] Research and Development - The company invested ¥46,255,198.65 in R&D, representing 3.79% of total revenue, an increase of 0.93% from the previous year[17] - The number of R&D personnel increased by 12.50% to 36, with a higher proportion of master's degree holders[17] Market and Industry Outlook - The company anticipates a recovery in the construction materials industry in 2023, driven by a 2.2% quarter-on-quarter GDP growth and a narrowing decline in real estate investment by 5.8% year-on-year in Q1 2023[31] - The company reported a significant risk in the construction materials business due to insufficient market demand recovery and intensified supply-demand contradictions[90] - The company plans to alleviate supply-demand tensions and reduce production costs through in-depth coal market research, multi-channel procurement, and the use of alternative fuels[91] - The company recognizes the potential risks posed by international and domestic economic changes, which could affect the fair value of its investment projects[69] Investment Management - The company’s investment management team consists of experienced professionals from various investment institutions, enhancing decision-making efficiency[5] - The company plans to leverage opportunities from capital market reforms, such as the implementation of the registration system and the establishment of the Beijing Stock Exchange[62] - The company will continue to focus on dynamic adjustments to its private equity investment fund management strategies in response to economic trends and industry dynamics[61] - The private equity fund management company, Xizang Jinhui, currently manages funds exceeding 20 billion RMB, focusing on sectors such as advanced manufacturing and new energy[187] - The company has established a robust investment management system and risk control framework to support its private equity fund management responsibilities[187] Corporate Governance - The company has established a sound governance structure, including a board of directors and supervisory board, to enhance decision-making and oversight[103] - The company emphasizes equal treatment of all shareholders, ensuring minority shareholders' rights are effectively exercised[103] - The board of directors consists of nine members, including three independent directors, complying with legal requirements[104] - The company held ten board meetings during the reporting period, ensuring strict adherence to governance rules[104] - The supervisory board, comprising three members, conducted three meetings, effectively overseeing financial and operational compliance[104] - The management team adheres to principles of integrity and diligence, ensuring compliance with relevant laws and regulations[105] - The company has established a robust internal control system to enhance corporate governance practices[105] - There are no significant discrepancies between the company's governance practices and regulatory requirements[106] Environmental and Social Responsibility - The company has implemented advanced pollution control measures, achieving low emissions certifications for its cement products[4] - The company aims to reduce carbon emissions and energy consumption through process optimization and the implementation of new technologies and equipment[60] - The company emphasizes creating value for clients while adhering to environmental protection and energy consumption control goals[187] - The company emphasizes strict adherence to national environmental standards and encourages healthy competition to promote industry development[66] Strategic Focus and Future Plans - The company plans to enhance brand promotion and customer service to strengthen competitive advantages and ensure high-quality product offerings[59] - The company will focus on diversifying its business regions and customer base to mitigate market risks associated with over-reliance on a single market[40] - The company plans to maintain a high growth rate in fixed asset investment, particularly in major infrastructure projects, to support economic development[31] - The company has outlined its future outlook, emphasizing growth in the natural gas sector and potential acquisitions[139] - The company is committed to refined management practices to improve product and cost competitiveness, thereby strengthening its high-end brand image in cement and aggregates[66] Shareholder Engagement - The company held three shareholder meetings during the reporting period, ensuring compliance with relevant laws and regulations[103] - The company has engaged in multiple investor communications to discuss operational developments and fund business situations without providing written materials[96] - The company held its first extraordinary general meeting of shareholders in 2022 with a participation rate of 66.03%[125] - The annual general meeting in 2021 had a participation rate of 66.66% and approved multiple reports including the annual report and profit distribution plan[125] Human Resources - The company has a strong focus on human resources development, with key personnel changes aimed at enhancing operational efficiency[138] - The company has a diverse management team with extensive backgrounds in investment and technology sectors[131][132]

Financial Performance - The company's operating revenue for the reporting period was ¥621,486,102.78, representing a 14.60% increase compared to ¥542,307,521.52 in the same period last year[38] - Net profit attributable to shareholders was ¥522,042,827.35, up 13.79% from ¥458,764,230.37 year-on-year[38] - The net profit after deducting non-recurring gains and losses decreased by 29.98% compared to the previous year, with no specific figure provided for the current period[38] - The net cash flow from operating activities was ¥107,784,486.51, a decline of 40.41% from ¥180,883,414.82 in the same period last year[38] - Basic and diluted earnings per share increased to ¥0.68, up 13.33% from ¥0.60[38] - Total assets at the end of the reporting period were ¥6,821,670,505.17, reflecting a 5.10% increase from ¥6,490,394,829.20 at the end of the previous year[38] - Net assets attributable to shareholders increased to ¥6,193,059,672.02, a rise of 4.67% from ¥5,916,633,601.21[38] - The weighted average return on net assets was 8.54%, a decrease of 0.21 percentage points compared to 8.75% in the previous year[38] Revenue and Sales - Cement sales accounted for ¥350,008,344.18, which is 56.32% of total revenue, showing a 14.98% increase year-on-year[66] - Aggregate sales reached ¥116,112,960.53, representing 18.68% of total revenue, with a year-on-year increase of 33.60%[66] - The cost of sales increased by 31.78% to ¥359,796,776.04, primarily due to a significant rise in coal prices affecting cement production costs[64] - The sales expenses rose by 32.10% to ¥9,147,593.50, attributed to increased marketing efforts by the company's subsidiaries[64] - The management expenses increased by 27.53% to ¥61,981,541.45, mainly due to the company's private equity investment management business[64] Investments and Capital Expenditure - The company invested ¥485,000,000.00 during the reporting period, a 141.29% increase compared to ¥201,000,000.00 in the previous year[71] - The company is focused on enhancing its investment management capabilities and maintaining strong communication with investors to support its private equity business[63] - The company aims to strengthen its core markets and improve profitability across various regions and products while adhering to strict investment standards[58] Environmental and Regulatory Compliance - The company has implemented measures to reduce carbon emissions and energy consumption, including a 2030 carbon peak action plan[108] - The company reported an environmental protection tax payment of CNY 48.93 million for the first half of 2022, with additional investments in pollution control measures[115] - The total nitrogen oxides emissions for Sichuan Shuangma Yibin Cement Manufacturing Co., Ltd. were 191.78 tons for the half-year period, with a concentration of 77.12 mg/m³, well below the standard of 400 mg/m³[130] - The total sulfur dioxide emissions for the same period were 27.73 tons, with a concentration of 10.59 mg/m³, also compliant with the standard of 200 mg/m³[130] - The total dust emissions were 14.617 tons for the half-year, with a concentration of 7.05 mg/m³, significantly below the standard of 30 mg/m³[130] - The company reported a 30% reduction in nitrogen oxides emissions due to the implementation of ultra-low emission technology[150] - Environmental protection investments for the first half of the year amounted to 1.97 million yuan[151] Shareholder Information - The company reported a total of 763,440,333 shares outstanding, with 100% being unrestricted shares[167] - The largest shareholder, Beijing Harmony, holds 202,446,000 shares, representing approximately 26.52% of the total shares[169] - The second-largest shareholder, Tianjin Saike, holds 190,877,024 shares, accounting for 25.00% of the total shares[169] - The total number of shares held by the top 10 unrestricted shareholders was 527,275,817 shares, accounting for 69.07% of the total share capital[172] - The company has not reported any major related party transactions during the reporting period[159] Operational Challenges and Market Conditions - The company faces risks from changes in domestic macroeconomic conditions and will adjust management and market strategies accordingly[104] - The cement industry is experiencing supply-demand imbalances, with potential price fluctuations due to excess capacity and competition in the aggregate sector[105] - The company is facing potential cost pressures from rising coal and electricity prices, which could impact profitability if not fully passed on to product prices[123] Miscellaneous - The company has established a dedicated technical research and development center and collaborates with well-known universities to advance technology innovation[83] - The company has implemented multi-channel procurement and developed alternative fuels to mitigate supply tightness and reduce production costs due to rising coal prices[78] - The company donated 24 tons of cement for rural revitalization and support for impoverished households[133] - The company has implemented a comprehensive environmental emergency response plan, which has been filed with local environmental protection authorities[151] - The company plans not to distribute cash dividends or issue bonus shares for the half-year period[146] - The financial report for the first half of 2022 has not been audited[179]

Financial Performance - The company's operating revenue for the first quarter was ¥283,244,011.97, representing a 14.77% increase compared to ¥246,792,333.15 in the same period last year[4]. - Net profit attributable to shareholders was ¥265,833,051.05, a 30.35% increase from ¥203,943,440.91 year-on-year[4]. - Basic and diluted earnings per share increased by 29.63% to ¥0.35 from ¥0.27 year-on-year[4]. - The total revenue for the current period is 314,501,080.68, an increase from 234,521,262.69 in the previous period, representing a growth of approximately 34.1%[26]. - The net profit for the current period is 265,161,856.18, compared to 203,219,519.86 in the previous period, indicating a year-over-year increase of about 30.5%[26]. - The total comprehensive income for the current period is 266,158,773.57, compared to 203,352,945.32 in the previous period, representing an increase of about 30.8%[27]. Cash Flow - The net cash flow from operating activities was ¥40,565,030.67, down 26.03% from ¥54,839,827.01 in the same period last year[4]. - Cash flow from operating activities for the current period is 40,565,030.67, down from 54,839,827.01 in the previous period, showing a decrease of about 26.0%[30]. - The net cash flow from investing activities improved to -111,499,770.06 yuan, compared to -195,244,078.67 yuan in the previous period, due to more structured deposits maturing[13]. - Cash flow from investing activities shows a net outflow of -111,499,770.06, compared to -195,244,078.67 in the previous period, indicating an improvement of approximately 43.0%[30]. - The company received cash from investment recovery of 550,000,000.00, significantly higher than 104,871,221.00 in the previous period, indicating a substantial increase[30]. - The company’s operating cash inflow totaled 250,901,824.44, slightly up from 246,367,823.30 in the previous period, reflecting a marginal increase of about 1.0%[30]. Assets and Liabilities - Total assets increased by 2.67% to ¥6,663,696,240.94 from ¥6,490,394,829.20 at the end of the previous year[5]. - Current assets totaled ¥1,060,918,104.44, down 20% from ¥1,324,083,660.83 at the start of the year[23]. - Non-current assets increased to ¥5,602,778,136.50 from ¥5,166,311,168.37, marking an 8.4% rise[23]. - The company's total liabilities decreased to ¥524,299,266.84 from ¥553,389,988.34, a reduction of 5.3%[24]. - The total equity attributable to shareholders reached ¥6,119,696,929.31, up from ¥5,916,633,601.21, indicating a growth of 3.4%[25]. Shareholder Information - The total number of common shareholders at the end of the reporting period was 33,564, with no preferred shareholders[14]. - The top shareholder, Beijing Harmony Hengyuan Technology Co., Ltd., holds 202,446,032 shares, representing 26.52% of total shares[16]. - Tianjin Saike Environmental Management Center holds 190,877,024 shares, accounting for 25.00% of total shares[16]. - Lafarge China Offshore Holding Company (LCOHC) owns 133,952,761 shares, which is 17.55% of total shares[16]. - The voting rights of shares controlled by Beijing Harmony Hengyuan in Sichuan Shuangma amount to 527,275,817 shares, representing 69.07% of the total share capital[19]. Expenses and Gains - The net profit after deducting non-recurring gains and losses decreased by 68.34% to ¥63,339,709.03 from ¥200,089,313.95 in the previous year[4]. - Sales expenses increased by 40.03% to ¥4,073,532.80, attributed to the hiring of additional sales personnel[12]. - Financial expenses decreased to -678,576.93 yuan, primarily due to reduced interest income from time deposits[13]. - Income tax expenses rose by 57.62% to 49,339,224.50 yuan, reflecting higher investment income compared to the same period last year[13]. - Non-recurring gains and losses amounted to ¥202,493,342.02, primarily due to investment income from equity accounting method conversion[6]. - Investment income increased significantly to 415,629,155.71 yuan, driven by higher profits from associated companies and a change in accounting for a 10.7121% stake in Huisuanzhang Cayman Holding Inc.[13].

Financial Performance - The company's revenue for Q3 2022 was ¥269,689,326.72, a decrease of 11.32% compared to the same period last year[7]. - Net profit attributable to shareholders for Q3 2022 was ¥243,346,410.68, an increase of 27.40% year-on-year[7]. - The basic earnings per share for Q3 2022 was ¥0.32, reflecting a growth of 28.00% compared to the previous year[7]. - Total operating revenue for the third quarter of 2022 was CNY 891,175,429.50, an increase from CNY 846,406,447.31 in the same period last year, representing a growth of approximately 5.5%[34]. - Net profit attributable to the parent company reached CNY 4,373,758,726.95, up from CNY 3,791,595,168.84, indicating a growth of about 15.4%[33]. - The net profit for the current period is CNY 763,033,656.36, representing an increase of 17.7% compared to CNY 648,167,032.42 in the previous period[38]. - The total profit for the current period is CNY 887,375,179.58, up from CNY 748,488,979.23, indicating a growth of 18.6%[38]. - The basic and diluted earnings per share are both CNY 1.00, compared to CNY 0.85 in the previous period, reflecting a 17.6% increase[38]. Assets and Equity - Total assets as of the end of Q3 2022 reached ¥7,044,925,686.88, an increase of 8.54% from the end of the previous year[7]. - The company's total equity attributable to shareholders increased to ¥6,436,294,390.41, up 8.78% from the previous year[7]. - Total assets increased to CNY 7,044,925,686.88 from CNY 6,490,394,829.20, showing a growth of approximately 8.5%[33]. - The company's total equity attributable to shareholders increased to CNY 6,436,294,390.41 from CNY 5,916,633,601.21, representing a growth of about 8.8%[33]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥204,219,836.07, a decrease of 22.05% compared to the previous year[7]. - Cash flow from operating activities for the current period is CNY 204,219,836.07, down from CNY 261,981,625.86, a decrease of 22%[41]. - Cash inflow from investment activities is CNY 1,103,487,762.53, significantly higher than CNY 537,757,560.81 in the previous period, marking an increase of 105.5%[41]. - Cash outflow from investment activities totals CNY 1,241,467,834.60, compared to CNY 1,558,051,943.62, a decrease of 20.3%[41]. - The ending balance of cash and cash equivalents is CNY 536,988,671.87, compared to CNY 455,483,051.93 in the previous period, an increase of 17.9%[44]. - The company received CNY 1,050,000,000.00 from investment recoveries, a significant increase from CNY 499,373,606.00 in the previous period, representing a 110.9% growth[41]. Research and Development - The company's R&D expenses for Q3 2022 amounted to ¥21,927,478.26, a significant increase of 140.48% year-on-year[16]. - Research and development expenses rose significantly to CNY 21,927,478.26, compared to CNY 9,118,278.24 in the previous year, marking an increase of approximately 141.5%[34]. Shareholder Information - The total number of common shareholders at the end of the reporting period was 28,166[19]. - Beijing Harmony Hengyuan holds 26.52% of shares, totaling 202,446,032 shares, with 141,711,245 shares pledged[19]. - Tianjin Saike Environmental Management Center (Limited Partnership) holds 25.00% of shares, totaling 190,877,024 shares[19]. - China Offshore Holding Company (LCOHC) holds 17.55% of shares, totaling 133,952,761 shares[19]. - The top ten shareholders include various funds and individuals, with the largest being Beijing Harmony Hengyuan and Tianjin Saike[22]. - The report indicates that there are no shares with limited sale conditions among the top ten shareholders[19]. - The total number of shares held by the top ten unrestricted shareholders is 202,446,032 for Beijing Harmony Hengyuan and 190,877,024 for Tianjin Saike[22]. - The report mentions that the shareholders have formed a concerted action relationship, particularly between Harmony Hengyuan and Tianjin Saike[22]. - The company has engaged in agreements to exercise voting rights collectively at shareholder meetings[22]. Investment Income - Investment income for Q3 2022 was ¥935,863,088.35, representing a substantial increase of 305.30% compared to the same period last year[16]. - The company reported a significant investment income of CNY 935,863,088.35, compared to CNY 230,906,443.37 in the previous year, indicating a substantial increase[34]. Liabilities - Non-current liabilities rose to CNY 242,171,961.97 from CNY 153,469,099.30, reflecting an increase of about 57.7%[33]. - The total liabilities amounted to CNY 588,648,371.11, up from CNY 553,389,988.34, reflecting an increase of approximately 6.4%[33]. Other Comprehensive Income - The company reported other comprehensive income after tax of CNY 1,263,871.43, compared to a loss of CNY 179,896.79 in the previous period[38]. Future Outlook - The report does not provide specific future outlook or performance guidance details[24].