易普力股份有限公司 章 程 2023 年 8 月修订 | | | 第一章 总则 | 1 | | --- | --- | --- | --- | | 第二章 | | 经营宗旨和范围 | 3 | | 第三章 | | 股份 | 4 | | 第一节 | | 股份发行 | 4 | | 第二节 | | 股份增减和回购 | 5 | | 第三节 | | 股份转让 | 7 | | 第四章 | | 股东和股东大会 | 8 | | 第一节 | | 股东 | 8 | | 第二节 | | 股东大会的一般规定 | 12 | | 第三节 | | 股东大会的召集 | 16 | | 第四节 | | 股东大会的提案与通知 | 19 | | 第五节 | | 股东大会的召开 | 21 | | 第六节 | | 股东大会的表决和决议 | 25 | | 第五章 | 公司党委 | | 33 | | 第六章 | 董事会 | | 36 | | 第一节 | | 董事 | 36 | | 第二节 | | 董事会 | 42 | | 第七章 | | 总经理及其他高级管理人员 | 51 | | 第八章 | 监事会 | | 54 | | 第一节 | | 监事 | 54 | ...

1 | 2、问：请问公司截止目前在手订单的情况？预计今年和 | | --- | | 明年可以执行落地的有多少？ | | 答：您好！公司今年 1-6 月份新增的日常经营重大合同 | | 及同比增长情况，公司已经分别于 2023 年 3 月 28 日、 | | 7 月 13 日进行了披露，1-6 月份公司新签或开始执行的 | | 工程施工类日常经营合同金额合计约人民币 101 亿元。 | | 目前，公司存量合同及本年度新签合同相关工程项目推 | | 进进度正常。今年及明年具体可执行落地情况将取决于 | | 客户的需求计划及项目业主的实际进度安排。感谢您对 | | 公司的关注。 | | 3、问：近期在手订单情况，跟去年同期相比怎么样？ | | 答：您好！公司今年 1-6 月份新增的日常经营重大合同 | | 及同比增长情况，公司已经分别于 2023 年 3 月 28 日、 | | 7 月 13 日进行了披露，1-6 月份公司新签或开始执行的 | | 工程施工类日常经营合同金额合计约人民币 101 亿元。 | | 目前，公司存量合同及本年度新签合同相关工程项目推 | | 进进度正常。感谢您对公司的关注。 | | 4、问 ...

Financial Performance - The company achieved a total operating revenue of CNY 3,999,523,909.84, representing a year-on-year increase of 64.58% compared to CNY 2,430,111,514.91 in the same period last year, primarily due to the merger with Nanjing Minexplosion Company[46]. - The net profit attributable to shareholders of the listed company was CNY 30,404,960, an increase of 5.74% year-on-year, while excluding non-recurring gains, the net profit growth was 21.05%[61]. - The total revenue for the reporting period reached CNY 3,999,523,909.84, representing a 64.58% increase compared to CNY 2,430,111,514.91 in the same period last year[73]. - Revenue from civil explosive products amounted to CNY 1,227,290,679.09, accounting for 30.69% of total revenue, which is a significant increase of 158.80% from CNY 474,215,570.91 in the previous year[73]. - The company reported an investment income of CNY 22,121,474.96, which constitutes 5.88% of total profit, primarily from investments in joint ventures and associates[77]. - The company’s investment during the reporting period was CNY 42,193,100.00, reflecting a substantial increase of 107.84% compared to CNY 20,300,700.00 in the previous year[84]. - The civil explosive industry achieved a total profit of CNY 44.51 billion in the first half of 2023, a year-on-year increase of 35.74%[52]. - The civil explosive industry reported a total tax revenue of CNY 6.087 billion in the first half of 2023, reflecting a year-on-year growth of 24.99%[52]. Strategic Focus and Operations - The company aims to deepen its focus on key regions and continue steady operations to enhance development quality and efficiency[34]. - The company is focused on enhancing market control and expanding its market share through strategic acquisitions and consolidations[94]. - The company is actively expanding its market presence in the engineering service sector, providing integrated blasting services for major energy projects and infrastructure construction[81]. - The company has established a complete industrial chain covering civil explosive research, production, sales, blasting services, and green mining construction, with operations in approximately 20 provinces in China and several countries including Namibia, Liberia, and Pakistan[81]. - The company has established a market layout advantage across 20 provinces in China, with production capacity strategically located in seven provinces with high explosive consumption[40]. - The company is focusing on optimizing the structure of explosive materials and increasing market development efforts[106]. Safety and Environmental Management - The company has a goal to achieve a zero occurrence of major production safety accidents by the end of the 14th Five-Year Plan[38]. - The company has implemented a safety management system that has resulted in no significant safety incidents during the reporting period, ensuring a stable safety production environment[76]. - The company has developed a smart safety production supervision platform utilizing digital twin, IoT, and AI technologies, enhancing its safety management capabilities[43]. - The company has implemented measures to ensure compliance with environmental regulations, including strict management of environmental impact assessments and obtaining necessary permits[129]. - No significant environmental violations or penalties were reported during the reporting period, indicating effective environmental management practices[137]. - The company has committed to ongoing environmental monitoring and has established emergency response plans for environmental incidents[141]. - The company has made investments in environmental protection according to its annual budget, ensuring the sustainability of its environmental initiatives[142]. - The company has focused on reducing carbon emissions by transitioning from solid ammonium nitrate to aqueous solutions, aiming for energy savings[143]. - The company is not classified as a key pollutant discharge unit by environmental authorities, reflecting its commitment to environmental responsibility[136]. Research and Development - The company holds a total of 609 valid patents, including 126 invention patents and 479 utility model patents, demonstrating its strong R&D capabilities[43]. - The company is advancing technological progress by establishing a national-level R&D platform and has completed initial construction of digital factory and site demonstration projects[35]. - The company has established strategic partnerships with several renowned universities and research institutions, enhancing its innovation capabilities in the civil explosive sector[57]. Community Engagement and Social Responsibility - The company donated 90,000 yuan to support local government efforts in poverty alleviation and disaster recovery[147]. - The company has engaged in social welfare activities, including providing organic fertilizers to farmers in need[147]. - The company has actively participated in community support initiatives, reinforcing its social responsibility commitments[146]. - In the first half of 2023, the company actively organized support for local poverty alleviation efforts, achieving positive results in boosting rural economies[156]. - The company plans to enhance its rural revitalization efforts in the second half of 2023, focusing on consumption assistance and volunteer services to support local industries[158]. Legal and Compliance Matters - The company has confirmed that there are no non-operating fund occupations by controlling shareholders or other related parties during the reporting period[164]. - The company has not engaged in any related party transactions that could harm its interests, adhering to fair market principles[162]. - The company has not reported any related party debt or credit transactions during the reporting period[190]. - The company has reported no significant litigation or arbitration matters that could impact its financial position[172]. - The company has established a special task force to actively seek new asset clues to minimize losses related to a contract dispute with Hunan Baihong Real Estate Development Co., Ltd.[175]. - The total expected amount for related party transactions in 2023 is projected to be 22,113.35 million yuan, with actual transactions during the reporting period not exceeding this amount[188]. - The company reported a total of 52,897.00 million yuan in actual related party transactions during the reporting period, which aligns with the initial projections[188]. Challenges and Risks - The company anticipates a potential decrease in overall demand for civil explosives due to the economic transition in China, which may adversely affect production and operations[97]. - The company faces safety production risks, which could adversely affect normal operations if not properly managed[107]. - Raw material costs are a major component of production costs, and significant price fluctuations could impact profitability[108].

证券代码:002096 证券简称:易普力 公告编号：2023-047 易普力股份有限公司 关于所属控股子公司日常经营合同中标的 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 确和完整，没有虚假记载、误导性陈述或重大遗漏。 近日，易普力股份有限公司（以下简称"公司"）所属 控股子公司中国葛洲坝集团易普力股份有限公司（以下简称 "葛洲坝易普力公司"）收到项目招标代理机构上海宝华国 际招标有限公司发出的《中标通知书》，葛洲坝易普力公司 作为联合体牵头方（联合体成员方为湖北润杨矿业发展有限 公司)中标花园吴家冶镁用白云岩矿年产4000万吨采矿及加 工工程和物流园区矿产品加工一体化建设运营总承包项目。 现将有关情况公告如下： 一、中标基本情况 1.项目名称：花园吴家冶镁用白云岩矿年产4000万吨采 矿及加工工程和物流园区矿产品加工一体化建设运营总承 包项目。 2.项目编号：0721-2366A489-E26-596/01 3.招标单位：安徽宝镁轻合金有限公司。 4.中标联合体成员：中国葛洲坝集团易普力股份有限公 司（牵头方）、湖北润杨矿业发展有限公司（成员方）。 1 5.中标总金额：中标合同总金额约240亿元 ...

证券代码：002096 证券简称：易普力 公告编号：2023-046 易普力股份有限公司 关于公司投资者关系管理通讯方式变更的 公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 易普力股份有限公司（以下简称"公司"）董事会秘书邹七平先生联系电话 发生变更。为方便对外联系和投资者沟通交流，进一步做好投资者关系管理工作， 现将董事会秘书联系电话变更的具体情况公告如下： | 变更事项 | 变更前 | 变更后 | | --- | --- | --- | | 董事会秘书联系电话 | 0731-82010805 | 0731-85812096 | 除上述联系电话变更外，董事会秘书联系地址、电子邮箱、传真等其他联系 方式均未发生变化。 以上变更信息自本公告发布之日起正式启用，敬请广大投资者留意，由此给 您带来不便，敬请谅解。 易普力股份有限公司董事会 2023年8月15日 1 ...

股票代码：002096 股票简称：南岭民爆 编号：2023-002 投资者关系活动类 特定对象调研 □分析师会议 别 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） 参与单位名称及人 中泰证券：王华炳 员姓名 上海福鸿达：沈荣辉 工银瑞信基金：马尘然 国信证券：张玮航 时间 2023 年 05 月 23 日（星期二）上午 10:00-12:00 地点 新天地大厦 14 楼会议室 副总经理：蔡峰先生 上市公司接待人员 董事会秘书：邹七平先生 姓名 一、生产经营总体情况 1、问：贵司今年的目标是怎样的？ 答：根据公司 2022 年年度报告第三节第十一条第三款 内容，公司 2023 年计划实现营业收入 82.3 亿元，实现 利润总额 7.75 亿元。（上述经营计划并不代表公司对 2023 年度的盈利预测，能否实现取决于市场状况的变 化、经营团队的努力程度等多种因素，存在不确定性， 投资者关系活动主 要内容介绍 请投资者注意风险）。 2、问：请问贵司一季度的经营管理情况如何？ 答：南岭民爆与易普力已于 2023 年 1 月重组完成，财务 数据从一季度开始合并计算。公司 ...

股票代码：002096 股票简称：南岭民爆 湖南南岭民用爆破器材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 □特定对象调研 □分析师会议 □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） 参与单位名称及人 员姓名 线上参与公司南岭民爆 2022 年度网上业绩说明会的投 资者 时间 2023 年 05 月 12 日（星期五）下午 15:00-17:00 地点 "南岭民爆投资者关系"微信小程序 上市公司接待人员 姓名 董事长：付军先生 独立董事：郑建明先生 总会计师（财务总监）：胡丹先生 董事会秘书：邹七平先生 独立财务顾问主办人：谭畔先生 投资者关系活动主 要内容介绍 1、问：南岭民爆完成重组之后，除了主业民爆方面，有 无大力发展军用产品的打算？有无进入其他行业的计 划？有无进入产业链上下游的计划？ 答：您好！公司全面响应国家关于民爆行业供给侧结构 性改革，增强技术自主创新能力、提升产业集中度、推 进生产、销售、配送、爆破作业一体化模式的政策导向， 积极践行国家战略，服务国家基础设施建设，充分发挥 龙头牵引力，为推动我国民爆行 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,699,946,106.67, representing a 71.35% increase compared to ¥992,097,660.28 in the same period last year[5]. - Net profit attributable to shareholders decreased by 17.79% to ¥129,347,968.89 from ¥157,339,193.21 year-on-year[5]. - The net profit after deducting non-recurring gains and losses increased by 22.24% to ¥125,487,469.46 compared to ¥102,658,141.97 in the previous year[5]. - The company reported a significant increase in other income, which rose by 950.37% to ¥5,529,999.01 from ¥526,481.54 year-on-year[13]. - The company's operating revenue for Q1 2023 reached ¥1,699,946,106.67, a 258.10% increase compared to ¥474,717,844.37 in the same period last year[32]. - The net profit attributable to shareholders for Q1 2023 was ¥129,347,968.89, marking an increase of 1089.80% from a loss of ¥13,068,062.18 in the previous year[32]. - The total comprehensive income for Q1 2023 was ¥138,440,136.69, compared to ¥158,942,757.14 in Q1 2022, indicating a decrease of about 12.9%[62]. - The company reported a total profit of ¥163,190,599.70 for Q1 2023, down from ¥175,292,978.38 in Q1 2022, which is a decrease of approximately 6.3%[60]. Cash Flow and Assets - The net cash flow from operating activities was negative at ¥-271,335,607.11, a decrease of 289.83% from ¥142,935,358.39 in the same period last year[5]. - The company's cash flow from operating activities for Q1 2023 was negative at ¥-271,335,607.11, worsening from ¥-163,743,676.61 in the previous year, indicating a decline of 65.71%[32]. - The company's cash and cash equivalents at the end of the period totaled ¥1,208,323,611.63, compared to ¥870,539,181.19 at the end of the previous period[75]. - The net cash flow from investment activities was ¥425,290,182.53, significantly higher than ¥59,025,278.10 in the previous period[72]. - The company generated ¥280,000,000.00 in cash from financing activities, with a net cash flow of ¥23,251,083.03 after outflows[72]. - Current assets increased from RMB 2,925,367,057.82 at the beginning of the year to RMB 4,425,769,551.82, representing a growth of approximately 51.2%[42]. - Total assets increased by 94.02% to ¥9,014,468,444.31 from ¥4,646,074,933.88 at the end of the previous year[5]. - Total assets grew from RMB 4,646,074,933.88 to RMB 9,014,468,444.31, marking an increase of about 94.5%[45]. Liabilities and Equity - Total liabilities increased from RMB 2,133,933,794.55 to RMB 3,464,401,066.44, a rise of approximately 62.3%[48]. - Shareholders' equity attributable to the parent company rose by 119.61% to ¥5,237,292,161.46 from ¥2,384,789,512.41 at the end of the previous year[5]. - The total equity attributable to shareholders of the parent company reached ¥5,237,292,161.46, an increase from ¥2,384,789,512.41 in the previous period[66]. - The company's capital reserve increased to ¥2,423,859,203.84, a remarkable 3017.36% increase from ¥77,753,596.05[20]. Operational Metrics - Accounts receivable increased by 106.81% to ¥1,477,841,256.20 from ¥714,582,294.07 year-on-year[19]. - Inventory surged by 334.96% to ¥551,786,918.86 compared to ¥126,859,709.15 in the previous year[19]. - Operating costs also increased from RMB 872,787,313.16 to RMB 1,545,729,726.77, reflecting a rise of approximately 77.0%[49]. - Research and development expenses for Q1 2023 were ¥28,166,717.40, up from ¥12,581,031.40 in Q1 2022, marking an increase of about 124.5%[60]. Shareholder Information - The company's controlling shareholder's ownership percentage decreased from 47.90% to 43.37% after the issuance, but control remains unchanged[38]. - The basic earnings per share for Q1 2023 was ¥0.1477, compared to a loss of ¥0.0344 in the same period last year, representing a 529.36% increase[32]. - The basic earnings per share for Q1 2023 were ¥0.1477, down from ¥0.2092 in Q1 2022, representing a decrease of approximately 29.4%[62]. Major Events - The company completed a major asset restructuring in January 2023, which affected the accounting treatment of its financial statements[5]. - The company completed the acquisition of a 95.54% stake in China Gezhouba Group Yipuli Co., Ltd., effective from January 1, 2023, which contributed to the significant financial changes observed[27].

Revenue and Profitability - Total revenue for 2022 reached ¥2,304,212,160.60, a 19.33% increase from ¥1,930,922,039.70 in 2021[1] - Revenue from civil explosive products was ¥1,582,662,037.18, accounting for 68.69% of total revenue, with a year-on-year growth of 15.45%[1] - Engineering blasting revenue increased by 24.54% to ¥416,672,670.38, representing 18.08% of total revenue[1] - The company reported a significant increase in other business income, which rose by 243.19% to ¥132,238,294.25, making up 5.74% of total revenue[1] - The company reported a net profit that was negative when excluding non-recurring gains and losses, indicating ongoing financial challenges[95] - The net profit attributable to shareholders was ¥47,703,395.02, a decrease of 2.64% from ¥48,996,154.67 in the previous year[115] - The net profit after deducting non-recurring gains and losses was ¥47,940,642.89, which represents a 23.17% increase from ¥38,921,331.31 in 2021[115] - The total profit for the year was 8,009 million yuan, up 53.66% from 5,212 million yuan in the previous year[194] - Net profit reached 5,541 million yuan, a 6.75% increase compared to 5,191 million yuan in the previous year, with attributable net profit to shareholders at 4,770 million yuan[194] Operating Costs and Expenses - In 2022, the total operating cost amounted to ¥1,075,938,637.07, representing a year-on-year increase of 20.41% compared to ¥900,429,362.08 in 2021[17] - Direct materials accounted for 72.60% of the total operating cost in 2022, with an amount of ¥781,167,446.52, up from 70.34% in 2021[17] - Direct labor costs for industrial explosives were ¥45,592,162.30, representing 6.44% of the total operating cost, down from 7.63% in 2021[18] - The company's operating costs rose to 166,942 million yuan, an increase of 27.02% year-on-year, primarily due to rising prices of raw materials and increased labor and transportation costs[176] Production and Capacity - The production capacity for electronic detonators has been adjusted from 28 million units per year to 64.5 million units per year[4] - The sales volume of industrial explosives decreased by 7.22% to 141,360.87 tons in 2022[14] - The inventory of industrial detonators decreased by 33.28% year-on-year, indicating a shift towards electronic detonators[16] - The revenue from industrial explosives was 1,024,275,876.73 yuan, accounting for 44.45% of total revenue, with a slight increase of 0.38% year-on-year[180] - The company reported a 55.43% increase in revenue from industrial detonators, reaching 506,036,503.30 yuan[180] - The increase in operating revenue was primarily driven by a 55.43% year-on-year rise in industrial detonator revenue due to product structure adjustments and higher prices for digital electronic detonators[198] Safety and Management - The company maintained a zero-accident record in safety management, achieving its "three zero" goals for safety, environmental protection, and occupational health[12] - The company has implemented a comprehensive safety management system to enhance production safety and emergency response capabilities[197] - The company is focusing on standardizing safety production and promoting a dual prevention mechanism across its subsidiaries[197] - The company aims to strengthen hidden danger governance through regular inspections and risk management measures[197] Strategic Initiatives and Partnerships - The company has established strategic partnerships with several prestigious universities and research institutions to enhance its innovation capabilities[49] - The company aims to optimize its production capacity and improve its overall engineering blasting service capabilities through the integration with Yipuli[50] - The company is actively pursuing an integrated development model in the civil explosives industry, focusing on resource integration and business extension[123] - The company has streamlined its governance structure and improved decision-making efficiency as part of its reform initiatives[173] Market Presence and Expansion - The company has established a marketing network covering the central and western regions of China, enhancing its market competitiveness[142] - The company has expanded its market presence to over 20 provinces in China and international markets in Southeast Asia, Central Asia, and Africa[186] - The company is expanding its market presence in mining and infrastructure projects, participating in key national construction initiatives[155] Research and Development - The company aims to achieve a research and development expense ratio of 3.5% of operating income by the end of the 14th Five-Year Plan[32] - The company has 13 subsidiaries recognized as high-tech enterprises, indicating strong R&D capabilities[140] - The company is focusing on technological innovation, particularly in smart manufacturing equipment and online monitoring technologies, to drive industry advancements[3] - The company plans to increase R&D efforts, focusing on high-precision electronic detonator technology and automation upgrades[58] Financial Structure and Governance - The company has established a financial cooperation system with major banks to optimize its debt structure and reduce financial costs[194] - The company's financial advisor, China International Capital Corporation, will provide continuous supervision until December 31, 2026[92] - The company has not reported any significant differences between financial data under domestic and international accounting standards[96] - The company’s financial report is publicly disclosed through various media, including Securities Times and China Securities Journal[91]