内部控制审计报告 苏州金螳螂建筑装饰股份有限公司 容诚审字[2025]230Z2360 号 容诚会计师事务所(特殊普通合伙) 中国·北京 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，并评价其有效性是金螳 螂董事会的责任。 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， 根据内部控制审计结果推测未来内部控制的有效性具有一定风险。 容诚会计师事务所(特殊普通合伙) 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https//WWW.rsm.global/chin ...

审计报告 苏州金螳螂建筑装饰股份有限公司 容诚审字[2025]230Z2361 号 容诚会计师事务所(特殊普通合伙) 中国·北京 目 录 | 序号 | 内 容 | | | 页码 | | | --- | --- | --- | --- | --- | --- | | 1 | 审计报告 | | 1 | - | 7 | | 2 | 合并资产负债表 | | 1 | | | | 3 | 合并利润表 | | 2 | | | | 4 | 合并现金流量表 | | 3 | | | | 5 | 合并所有者权益变动表 | 4 | | - | 5 | | 6 | 母公司资产负债表 | | 6 | | | | 7 | 母公司利润表 | | 7 | | | | 8 | 母公司现金流量表 | | 8 | | | | 9 | 母公司所有者权益变动表 | | 9 | - | 10 | | 10 | 财务报表附注 | | 11 | - | 146 | 容诚会计师事务所(特殊普通合伙) 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010 ...

Financial Performance - The company's operating revenue for 2024 was ¥18,329,220,950.08, a decrease of 9.20% compared to ¥20,186,616,814.57 in 2023[15]. - The net profit attributable to shareholders for 2024 was ¥543,837,342.15, down 46.89% from ¥1,024,076,199.78 in 2023[15]. - The net profit after deducting non-recurring gains and losses was ¥418,187,701.64, a decline of 48.50% from ¥811,979,699.31 in 2023[15]. - The basic earnings per share for 2024 was ¥0.2048, a decrease of 46.90% from ¥0.3857 in 2023[15]. - The total assets at the end of 2024 were ¥35,289,016,240.57, a decrease of 4.83% from ¥37,081,776,449.41 at the end of 2023[15]. - The net assets attributable to shareholders increased by 2.25% to ¥13,605,817,966.54 at the end of 2024, compared to ¥13,306,520,821.73 at the end of 2023[15]. - The weighted average return on equity for 2024 was 4.05%, down from 7.94% in 2023, a decrease of 3.89%[15]. - The company's total revenue for 2024 was approximately ¥18.33 billion, a decrease of 9.20% compared to ¥20.19 billion in 2023[47]. - In the construction decoration sector, revenue was approximately ¥17.23 billion, representing 93.98% of total revenue, down 12.25% from ¥19.63 billion in 2023[47]. - The company's total revenue for the reporting period was approximately ¥17.23 billion, a decrease of 12.25% compared to the same period last year[50]. - The gross profit margin for the construction decoration industry was 13.94%, down by 0.68% year-on-year[50]. - Revenue from direct sales mode was ¥18.33 billion, reflecting a decline of 9.20% year-on-year[50]. Cash Flow and Investments - The net cash flow from operating activities increased by 17.68% to ¥404,600,512.55 in 2024, compared to ¥343,811,579.49 in 2023[15]. - The net cash flow from investing activities decreased by 191.56%, primarily due to less cash received from the disposal of non-current financial assets in the previous period[67]. - The company experienced a 430.50% decrease in net increase in cash and cash equivalents, attributed to combined effects from operating, investing, and financing activities[67]. - The cash flow from financing activities decreased by 51.65%, mainly due to higher cash payments for debt repayment[67]. - The total investment amount for the reporting period was ¥457,581,193.67, a decrease of 37.43% compared to ¥731,268,048.42 in the same period last year[74]. Market and Industry Outlook - The construction decoration industry in China is projected to grow from CNY 4.93 trillion in 2023 to CNY 8.16 trillion by 2027, indicating a stable growth outlook[24]. - The industry is experiencing increased competition with a market concentration of less than 10% among the top ten companies, suggesting significant opportunities for market share expansion[24]. - The international market is becoming more accessible due to the stabilization of overseas project environments, providing opportunities for the company to expand its global presence[25]. - The company is focusing on international expansion, with a strategic emphasis on Southeast Asia, the Middle East, and Africa, and has established localized operations in several countries[38]. Strategic Initiatives and Innovations - The company is focusing on the integration of new technologies such as BIM, 3D printing, and automation to enhance construction efficiency and quality[27]. - The company established an AI R&D department in 2024 to enhance design material selection, aiming to shorten design cycles and improve efficiency[39]. - The company applied BIM technology in over 100 projects annually, positioning itself as a leader in digital construction within the domestic decoration industry[40]. - The company is focusing on BIM technology and advanced technologies such as digital software and IoT to enhance the intelligence of the construction decoration process[62]. - The company is committed to continuous investment in R&D for new technologies and materials to enhance project quality and optimize costs[85]. Risk Management - The company faces risks including accounts receivable impairment, macroeconomic fluctuations, and competition in the market[4]. - The company has a high proportion of accounts receivable, which poses a risk; it plans to strengthen collection efforts and improve cash flow management[86]. - The company plans to strengthen risk prevention measures by implementing a strict project selection system and enhancing risk awareness training for all employees[85]. - The company is focusing on optimizing internal management and strengthening risk control to enhance its resilience against macroeconomic fluctuations[87]. Corporate Governance - The company has a governance structure that complies with relevant laws and regulations, ensuring independent operations from its controlling shareholder[93]. - The board of directors consists of nine members, including three independent directors, ensuring rigorous governance practices[94]. - The company has implemented internal control measures to ensure compliance and effective management across various operational aspects[95]. - The company ensures timely and accurate information disclosure through various channels, enhancing transparency and investor relations[96]. Shareholder Engagement and Profit Distribution - The company plans to distribute a cash dividend of ¥1 per 10 shares, totaling approximately ¥265,532,368.89 based on 2,655,323,689 shares[4]. - The total distributable profit for the year is ¥8,052,346,145.80, with the cash dividend representing 100% of the profit distribution[1]. - The profit distribution policy is stable and considers the overall interests of shareholders and the company's sustainable development[124]. - The company has not proposed a cash dividend distribution plan despite having positive distributable profits for the reporting period[125]. Employee and Management Structure - The total number of employees at the end of the reporting period is 10,062, with 6,005 in the parent company and 4,057 in major subsidiaries[120]. - The company has established a comprehensive performance evaluation system and compensation policy, conducting regular assessments based on performance[122]. - The company is committed to building a talent team to promote transformation and innovation, focusing on professional skills and management training[123]. Legal and Compliance Matters - The company is currently involved in several lawsuits, with a total amount in dispute of ¥87.77 million as the plaintiff and ¥27.89 million as the defendant, none of which have significant impact[153]. - The company has ongoing litigation related to construction contracts, with amounts in dispute including ¥14.37 million and ¥17.11 million, both not expected to have a major impact[153]. - The company has not faced any administrative penalties related to environmental issues during the reporting period and is not classified as a key pollutant discharge unit[141]. Subsidiaries and Acquisitions - The company has dissolved five subsidiaries during the reporting period and established seven new subsidiaries, indicating active restructuring and expansion efforts[149]. - The company added 7 subsidiaries through new establishment and asset acquisition during the reporting period[58]. - The company has engaged in related party transactions, including procurement transactions totaling ¥3.38 million, which is 0.21% of the total transaction amount[155].

Financial Performance - Q1 2025 revenue reached ¥4,785,523,349.18, an increase of 5.32% compared to ¥4,543,622,411.99 in the same period last year[4] - Net profit attributable to shareholders was ¥214,143,885.65, up 5.36% from ¥203,245,029.29 year-on-year[4] - Net profit excluding non-recurring gains and losses increased by 7.85% to ¥178,352,460.12 from ¥165,372,062.45[4] - The total operating revenue for the current period is CNY 4,785,523,349.18, an increase from CNY 4,543,622,411.99 in the previous period, representing a growth of approximately 5.3%[23] - The total operating costs for the current period amount to CNY 4,531,812,761.58, compared to CNY 4,327,978,419.96 in the previous period, indicating an increase of about 4.7%[23] - The net profit for the current period is 211,602,187.27, an increase from 202,342,241.88 in the previous period, representing a growth of approximately 1.24%[24] - Operating profit for the current period is 255,515,043.08, compared to 249,490,914.16 in the previous period, indicating an increase of about 2.04%[24] - Total comprehensive income for the current period is 212,598,421.94, slightly up from 208,636,295.15 in the previous period, reflecting a growth of around 1.43%[25] - Basic and diluted earnings per share for the current period are both 0.0806, compared to 0.0765 in the previous period, marking an increase of approximately 4.05%[25] Cash Flow and Investments - Cash flow from operating activities showed an improvement, with a net outflow of ¥1,485,219,968.69, a reduction of 6.31% compared to the previous year's outflow of ¥1,585,213,082.85[4] - Cash flow from investing activities has a net inflow of 759,772,677.85, up from 365,633,933.41 in the previous period, indicating a significant increase[27] - The company received cash inflows from investment activities totaling 2,314,377,443.94, compared to 1,911,859,103.94 in the previous period, indicating a growth of about 21.1%[27] - The company's cash and cash equivalents decreased to CNY 4,919,925,650.74 from CNY 5,777,121,286.99, reflecting a decline of approximately 14.8%[20] - Cash and cash equivalents at the end of the period stand at 4,668,643,593.89, compared to 4,566,102,174.35 at the end of the previous period, showing a slight increase[27] Assets and Liabilities - Total assets decreased by 5.43% to ¥33,374,441,835.86 from ¥35,289,016,240.57 at the end of the previous year[4] - Total liabilities decreased to CNY 19,144,396,056.99 from CNY 21,276,414,819.01, indicating a reduction of approximately 10.0%[22] - Accounts receivable decreased slightly to CNY 12,539,619,541.55 from CNY 12,881,051,820.63, a reduction of about 2.7%[20] - Inventory levels decreased to CNY 1,385,186,175.55 from CNY 1,433,214,103.54, showing a decline of approximately 3.4%[21] Shareholder Information - Total number of common shareholders at the end of the reporting period is 67,183[11] - The largest shareholder, Suzhou Jin Tanglang Enterprise (Group) Co., Ltd., holds 24.58% of shares, totaling 652,805,330 shares[11] - The second largest shareholder, GOLDEN FEATHER CORPORATION, holds 23.92% of shares, totaling 635,042,264 shares[11] - The top 10 shareholders collectively hold significant stakes, with the first two shareholders accounting for approximately 48.50% of total shares[11] - The company has no preferred shareholders with voting rights as of the reporting period[11] - The top 10 unrestricted shareholders include Suzhou Jin Tanglang Enterprise (Group) Co., Ltd. and GOLDEN FEATHER CORPORATION, both controlled by Zhu Xingliang[11] - The report indicates no changes in the participation of top shareholders in margin trading or securities lending activities[13] - There are no significant changes in the number of shares held by the top 10 shareholders compared to the previous period[13] Financial Management and Strategy - The company has not engaged in entrusted financial management during the reporting period[13] - Total entrusted financial management amount reached 89,245 million with an unexpired balance of 43,200 million[14] - The expected annualized return rate for the financial products is 1.05%[14] - The company has a low-risk investment strategy with a focus on principal protection for its financial products[14] - The financial products are set to mature between November 2024 and March 2025[14] - The company has not reported any overdue amounts for its entrusted financial management[14] - The financial products include various banks, such as Citic Bank and Ningbo Bank, indicating a diversified investment approach[14] - The company has a total of 10 financial products listed with varying amounts and maturity dates[14] - The highest expected return from a financial product is 2.40%[14] - The company maintains a strategy of using self-owned funds for its financial management activities[14] - All financial products are structured to ensure the return of principal and interest upon maturity[14] Guarantees - The company reported a total guarantee balance of 471,565.01 million yuan, accounting for 34.66% of the audited net assets as of the end of 2024[16] - The guarantee amount provided to subsidiaries within the consolidated financial statements is 466,150.00 million yuan, while the guarantee for mortgage loans to home buyers is 5,415.01 million yuan[16] - The company has a guarantee of 30,000.00 million yuan for Jintanglang Jingzhuang Technology, with a guarantee period from November 30, 2023, to November 30, 2024[17] Research and Development - Research and development expenses for the current period are 127,991,352.17, down from 136,331,688.25 in the previous period, reflecting a decrease of about 6.3%[24] Financial Expenses - The company experienced a 121.29% increase in financial expenses, attributed to reduced interest income from bank deposits[10] - Financial expenses increased to 8,971,453.94 from 4,054,089.48 in the previous period, representing a rise of approximately 121.5%[24]

金螳螂（002081）公告，2024年营业收入为183.29亿元，同比减少9.20%；归属于上市公司股东的净利 润为5.44亿元，同比减少46.89%。公司拟向全体股东每10股派发现金红利1元(含税)，送红股0股(含 税)，不以公积金转增股本。 ...

Market Environment - The construction decoration industry output value decreased to CNY 4.93 trillion in 2023, but is expected to grow to CNY 8.16 trillion by 2027 [2] - Current industry characteristics include: 1. Real estate-related risks have largely cleared 2. Competitive landscape is optimizing with market share concentrating towards leading companies 3. Company operations are stabilizing, entering a new development cycle [2] Accounts Receivable and Credit Impairment - Significant improvement in accounts receivable quality in 2024 due to: 1. Optimized business structure focusing on stable cash flow projects from state-owned enterprises and government public projects 2. Enhanced full-process control and strict management of project payment progress [2][3] - The proportion of accounts receivable within one year has increased, indicating improved asset quality [3] Client Structure - Public decoration projects account for nearly 90% of the company's business in 2024, with government projects making up over half, ensuring stability and alignment with national infrastructure investment [4] Business Expansion Plans - In 2025, the company will focus on overseas business and renovation projects, aiming to increase the share of renovation projects from 15% in 2024 to 50% [5] - The market for renovation projects is substantial, with an average of over 60,000 projects annually from 2021 to 2024, particularly in the hotel sector where 73% of mid-to-high-end properties are over 10 years old [5] - The company has established subsidiaries in Singapore and Hong Kong, with plans to expand into Africa, including Angola [5] Financial Structure - The company maintains a leading financial stability with an asset-liability ratio of approximately 60% and no operational bank loans [6] Overseas Market Conditions - The overseas business has advantages such as good cash flow, strong contract performance, and high profit margins, but faces risks including market fluctuations and political changes [7] - A localized management system has been established in key markets like Singapore and Hong Kong, ensuring effective resource allocation and construction standards [7][8] Profit Margin Trends - The company adopts a cautious strategy prioritizing projects with stable cash flow and guaranteed payments, while continuously improving project profitability through cost control and resource optimization [8] New Contract Growth - In 2024, the company experienced slight growth in new contracts for public decoration, particularly in office space and public transportation projects, driven by increased demand for upgrades and expanded infrastructure investment [8]

苏州金螳螂建筑装饰股份有限公司（以下简称"公司"）现任独立董事赵增 耀先生自 2019 年 4 月 3 日起担任公司独立董事职务，并担任第七届董事会提名 委员会主任、审计委员会委员和薪酬与考核委员会委员，于 2025 年 4 月 2 日任 期满六年。 鉴于赵增耀先生任期到期离任将导致公司第七届董事会中独立董事人数少 于董事会成员的三分之一，根据《中华人民共和国公司法》《上市公司独立董事 管理办法》等相关规定，赵增耀先生的离任将在股东大会选举产生新任独立董事 后生效。在此期间，赵增耀先生仍将按照相关规定继续履行公司独立董事及董事 会相关委员会成员职责。公司将按照相关规定尽快完成独立董事的补选工作。 截至本公告披露之日，赵增耀先生未持有公司股票，在担任公司独立董事期 间，独立公正、勤勉尽责、恪尽职守，公司对赵增耀先生为公司发展所做出的贡 献表示衷心感谢！ 证券代码：002081 证券简称：金螳螂 公告编号：2025-005 苏州金螳螂建筑装饰股份有限公司 关于独立董事任期到期继续履职的公告 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、误导性陈述或重大遗漏。 苏州金螳螂建筑装饰股份有限 ...

证券代码：002081 证券简称：金螳螂 公告编号：2025-004 苏州金螳螂建筑装饰股份有限公司 关于变更高级管理人员的公告 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、误导性陈述或重大遗漏。 苏州金螳螂建筑装饰股份有限公司（以下简称"公司"）于 2025 年 3 月 14 日 召开第七届董事会第三次临时会议，审议通过了《关于变更公司总经理的议案》 和《关于变更公司副总经理、董事会秘书的议案》。现将有关情况公告如下： 一、变更总经理情况 因工作调整原因，张新宏先生不再担任公司总经理职务，张新宏先生将继续 在公司担任董事长职务。 经公司董事会提名委员会审议通过，公司董事会同意聘任翟恒先生为公司总 经理，任期自董事会审议通过之日起至本届董事会届满之日止。 电子邮箱：tzglb@goldmantis.com 因个人发展原因，宁波先生向董事会申请辞去公司副总经理、董事会秘书职 务。宁波先生的辞职报告自送达董事会之日起生效。辞职后，宁波先生将不在公 司担任任何职务。 为保证公司董事会的日常运作，经公司董事会提名委员会审议通过，公司董 事会同意聘任朱雯雯女士担任公司副总经理、董事会秘书职 ...

证券代码：002081 证券简称：金螳螂 公告编号：2025-003 苏州金螳螂建筑装饰股份有限公司 第七届董事会第三次临时会议决议公告 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、误导性陈述或重大遗漏。 一、董事会会议召开情况 （一）会议以赞成票 9 票，反对票 0 票，弃权票 0 票审议通过了《关于变更 公司总经理的议案》； 因工作调整原因，张新宏先生不再担任公司总经理职务，张新宏先生将继续 在公司担任董事长职务。 公司董事会同意聘任翟恒先生（简历详见附件）为公司总经理，任期自董事 会审议通过之日起至本届董事会届满之日止。 本议案已经公司董事会提名委员会审议通过。 （二）会议以赞成票 9 票，反对票 0 票，弃权票 0 票审议通过了《关于变更 公司副总经理、董事会秘书的议案》。 公司董事会同意聘任朱雯雯女士（简历详见附件）为公司副总经理、董事会 秘书职务，任期自董事会审议通过之日起至本届董事会届满之日止。 苏州金螳螂建筑装饰股份有限公司（以下简称"公司"）第七届董事会第三 次临时会议于二〇二五年三月十二日以短信、书面等方式通知全体董事、监事及 高管人员，并于二〇二五年三月十四 ...

证券代码：002081 证券简称：金螳螂 公告编号：2025-002 苏州金螳螂建筑装饰股份有限公司 2024 年第四季度经营情况简报 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、误导性陈述或重大遗漏。 根据《深圳证券交易所股票上市规则》、《深圳证券交易所上市公司自律监管 指引第3号——行业信息披露》等相关规定，苏州金螳螂建筑装饰股份有限公司 （以下简称"公司"）2024年第四季度主要经营情况公布如下： 注：1、"截至报告期末累计已签约未完工订单金额"不含已完工部分金额；2、 以上数据仅为阶段性数据且未经审计，仅供各位投资者参阅。 特此公告。 苏州金螳螂建筑装饰股份有限公司 董事会 二〇二五年一月二十四日 单位：亿元人民币 项目类型 新签订单金额 中标未签订单金额 截至报告期末累计已签 约未完工订单金额 公装 44.66 54.26 195.08 住宅 4.24 0.73 7.57 设计 4.34 0.00 25.03 合计 53.24 54.99 227.68 ...