证券代码：002108 证券简称：沧州明珠 公告编号：2025-026 沧州明珠塑料股份有限公司 关于举办 2024 年度业绩说明会的通知 本公司及董事会全体成员保证公告内容的真实、准确和完整，对公告的虚假记载、误导 性陈述或者重大遗漏负连带责任。 沧州明珠塑料股份有限公司（以下简称"公司"）定于 2025 年 5 月 8 日（星 期四）15：00－17：00 在全景网举办 2024 年度业绩说明会，本次年度业绩说明 会将采用网络远程的方式举行，投资者可登陆"全景•路演天下" （http://ir.p5w.net）参与本次年度业绩说明会。 出席本次年度业绩说明会的人员有：公司董事长陈宏伟先生、总经理于增胜 先生、财务总监胡庆亮先生、独立董事魏若奇先生、董事会秘书李繁联先生。 为充分尊重投资者、提升交流的针对性，现就公司 2024 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2025 年 5 月 8 日（星期四）15：00 前访问 http://ir.p5w.net/zj/，或扫描下方二维码， 进入问题征集专题页面。公司将在 2024 年度业绩说明会上，对投资者普遍关注 的 ...

单位：元 二、财务状况、经营成果和现金流量情况分析 沧州明珠塑料股份有限公司 2024 年度财务决算报告 一、2024 年度公司财务报表的审计情况 （一）沧州明珠塑料股份有限公司（以下简称"公司"或"沧州明珠"）2024 年财务报表已经中喜会计师事务所（特殊普通合伙）审计，并出具中喜财审 2025S01543 号标准无保留意见的审计报告。会计师的审计意见是：在所有重大 方面按照企业会计准则的规定编制，公允反映了沧州明珠 2024 年 12 月 31 日的 合并及母公司财务状况以及 2024 年度的合并及母公司经营成果和现金流量。 | | 2024 年 | 2023 年 | 本年比上年 | 2022 年 | | --- | --- | --- | --- | --- | | | | | 增减 | | | 营业收入（元） | 2,748,042,279.35 | 2,619,052,733.59 | 4.93% | 2,834,616,444.02 | | 归属于上市公司股东的净利润 （元） | 154,744,926.16 | 272,592,216.29 | -43.23% | 281,002,412.87 ...

沧州明珠塑料股份有限公司 董事会审计委员会对会计师事务所 2024 年度 履职情况评估及履行监督职责情况的报告 根据《国有企业、上市公司选聘会计师事务所管理办法》《沧州明珠塑料股 份有限公司董事会审计委员会议事规则》《沧州明珠塑料股份有限公司董事会审 计委员会年度财务报告审议工作规程》等规定和要求，沧州明珠塑料股份有限公 司（以下简称"公司"）董事会审计委员会本着勤勉尽责的原则，恪尽职守，认 真履职，现对会计师事务所 2024 年度履职评估及履行监督职责的情况汇报如下： 一、会计师事务所的情况 （一）基本信息：中喜会计师事务所（特殊普通合伙）（以下简称"中喜会 计师事务所"）成立于 2013 年 11 月 28 日，组织形式为特殊普通合伙，注册地 址为北京市东城区崇文门外大街 11 号 11 层 1101 室，首席合伙人为张增刚。截 至 2024 年末，中喜会计师事务所从业人员总数 1,456 人，其中合伙人 102 人， 注册会计师 442 人；注册会计师中 330 人签署过证券服务业务审计报告。 （二）聘任会计师履行的程序 经公司第八届董事会第二十二次（临时）会议及 2024 年第二次临时股东大 会审议， ...

Dividend and Financial Reporting - The company plans to distribute a cash dividend of 1 RMB per 10 shares to all shareholders, based on a total share count of 1,664,654,148 shares after excluding treasury shares[4]. - The board of directors has confirmed the accuracy and completeness of the annual report, ensuring no false statements or omissions[4]. - The financial report includes signatures from the legal representative and accounting personnel, ensuring accountability for the financial statements[9]. - The company is committed to transparency, with all relevant documents available for public inspection at the securities investment department[10]. - The annual report is structured to provide insights into the company's financial health and strategic direction for stakeholders[4]. Risk Management - The company emphasizes the importance of understanding the risks associated with forward-looking statements regarding future plans and profitability[4]. - The company has a comprehensive risk management strategy outlined in the report, addressing potential adverse impacts on future development and operational goals[4]. - The company is subject to the disclosure requirements of the chemical industry as per the Shenzhen Stock Exchange regulations[28]. Financial Performance - The company's operating revenue for 2024 was ¥2,748,042,279.35, representing a 4.93% increase compared to ¥2,619,052,733.59 in 2023[19]. - The net profit attributable to shareholders for 2024 decreased by 43.23% to ¥154,744,926.16 from ¥272,592,216.29 in 2023[19]. - The net cash flow from operating activities for 2024 was ¥47,387,708.09, a significant decline of 86.24% compared to ¥344,421,597.17 in 2023[19]. - The basic earnings per share for 2024 was ¥0.0930, down 43.26% from ¥0.1639 in 2023[19]. - Total assets at the end of 2024 increased by 6.44% to ¥7,566,853,313.92 from ¥7,109,151,264.62 at the end of 2023[19]. - The company's net assets attributable to shareholders rose slightly by 0.54% to ¥5,150,310,508.11 at the end of 2024[19]. - The company reported a significant drop in net profit from recurring operations, which was ¥97,895,243.58 in 2024, down 52.91% from ¥207,895,125.01 in 2023[19]. - The company recorded a total of ¥56,849,682.58 in non-recurring gains for 2024, compared to ¥64,697,091.28 in 2023[25]. Business Focus and Market Trends - The company has shifted its main business focus from PE pipes to include BOPA films and lithium-ion battery separators[18]. - In 2024, China's natural gas consumption is projected to reach 422.2 billion cubic meters, representing a year-on-year growth of 7.80%[31]. - The report estimates that in 2024, 3,500 kilometers of new pipelines will be constructed, and new LNG receiving capacity will reach 23.5 million tons per year[31]. - The global lithium-ion battery shipment volume in 2024 is expected to be 1,545.10 GWh, with a year-on-year increase of 28.50%[35]. - In 2024, China's lithium-ion battery shipments are projected to reach 1,214.60 GWh, reflecting a year-on-year growth of 36.90%[35]. - The global energy storage battery shipment volume is expected to reach 369.80 GWh in 2024, with a significant year-on-year increase of 64.90%[35]. Production and Capacity Expansion - The company has established four modern nylon film production bases in Hebei, Shandong, Chongqing, and Anhui, enhancing market coverage and customer service capabilities[50]. - The company has a total production capacity of 199,500 tons for PE pipeline products, with a current utilization rate of 48.52%[60]. - The company plans to invest in wet and dry separator production lines in Wuhu and Cangzhou to address capacity shortages in the lithium-ion battery separator segment[57]. - The company is currently constructing a project in Cangzhou with an annual production capacity of 1.2 billion square meters for wet-process lithium-ion battery separators, expected to enhance market presence significantly[61]. - The company is actively expanding its production capabilities and product lines, indicating a strategic focus on growth and market expansion in the lithium-ion battery sector[61]. Research and Development - The company emphasizes R&D for new products, following a structured process from feasibility analysis to patent protection[45]. - The company has a strong R&D team with nearly 20 years of experience, focusing on special nylon films, including biodegradable films and lithium battery packaging films[49]. - The company has patented 16 invention patents and 87 utility model patents related to lithium-ion battery separators, indicating strong technological capabilities[60]. - The number of R&D personnel increased to 167 in 2024, up by 7.74% from 155 in 2023[108]. - R&D investment amounted to ¥43,033,582.77 in 2024, representing an 18.52% increase from ¥36,307,663.32 in 2023[109]. Market Strategy and Sales - The company aims to increase its export sales and support services, as the current export volume remains low[52]. - The company is focusing on optimizing customer structure and expanding into other market areas to boost overall sales[55]. - The company is actively expanding into international markets, adding multiple foreign customers and broadening sales channels[86]. - The company has established a comprehensive sales network for its products, with a focus on direct sales and long-term relationships with major customers[44]. - Direct sales accounted for 93.87% of total operating revenue, increasing by 7.03% compared to the previous year[92]. Financial Management and Governance - The company has established a governance structure to oversee financial reporting and compliance with regulatory requirements[4]. - The company has implemented a restricted stock incentive plan in 2023, with adjustments made to the repurchase price due to unmet conditions for the first unlock period[84]. - The company has a dedicated financial department with independent financial decision-making capabilities and separate bank accounts from major shareholders[187]. - The company has not provided guarantees for its controlling shareholders or their subsidiaries, ensuring financial independence[186]. - The company is committed to transparency and accountability in its financial reporting and governance practices, as evidenced by the detailed disclosures made during the shareholder meetings[189]. Challenges and Risks - The company faces challenges in cost competitiveness in the mid to low-end market due to strict production management and quality standards[48]. - The company faces risks from intensified market competition, with a focus on leveraging scale, quality, technology, and brand to maintain market share[170]. - Raw material price fluctuations pose a significant risk, as they directly impact operating performance due to high cost proportions[174]. - Exchange rate fluctuations are a risk due to a high proportion of imported raw materials, with strategies in place to hedge against these risks[175]. - Ongoing expansion projects may face implementation risks due to market demand changes and competitive pressures[176].

Revenue and Profitability - The company's revenue for Q1 2025 was ¥578,969,502.86, representing a 13.63% increase compared to ¥509,520,048.45 in the same period last year[5] - Net profit attributable to shareholders decreased by 19.32% to ¥48,299,876.53 from ¥59,866,362.96 year-on-year[5] - The company's basic earnings per share decreased by 20.11% to ¥0.0290 from ¥0.0363 in the same period last year[5] - The company reported a total comprehensive income of -17,827,502.19, a significant drop from 73,564,674.15 in the previous period[27] Cash Flow and Financial Position - The net cash flow from operating activities was -¥137,734,478.43, a decline of 33.24% compared to -¥103,373,782.89 in the previous year[5] - Cash flow from operating activities shows a net outflow of -137,734,478.43, compared to -103,373,782.89 in the previous period, indicating a worsening cash position[29] - The net cash flow from financing activities increased by ¥195,605,982.99, a growth of 295.70%, attributed to increased bank loans and reduced repayments[14] - The company generated cash inflow from financing activities of 333,490,000.00, up from 198,549,867.60 in the previous period, indicating increased borrowing[29] - Cash and cash equivalents at the end of the period increased to 785,641,518.40 from 698,263,880.34, reflecting a net increase of 110,976,206.53[29] Assets and Liabilities - The total assets at the end of the reporting period increased by 3.00% to ¥7,794,103,264.72 from ¥7,566,853,313.92 at the end of the previous year[5] - Current assets totaled ¥2,579,382,002.24, an increase from ¥2,326,588,917.26, representing a growth of 10.8%[24] - Total liabilities increased to ¥2,661,620,258.80 from ¥2,416,542,805.81, indicating a rise of 10.1%[24] - The total equity attributable to shareholders was ¥5,132,483,005.92, slightly down from ¥5,150,310,508.11, a decrease of 0.3%[24] Operating Costs and Expenses - Total operating costs amounted to ¥572,645,511.31, up from ¥489,091,017.47, reflecting a growth of 17.1%[26] - Operating costs included ¥513,948,021.64 in operating expenses, which rose from ¥435,954,526.68, indicating a 17.9% increase[26] - Financial expenses increased significantly to ¥10,069,370.84 from ¥5,424,658.33, marking an 85.5% rise[26] - The company’s financial expenses increased by 85.62% to ¥10,000,000, primarily due to higher interest costs on fixed asset loans[10] Investment and Subsidies - The company reported a significant increase in investment activity cash inflow by 78.98%, amounting to ¥49,125,663.27 compared to the previous year[13] - The company received government subsidies totaling ¥2,147,175.63 during the reporting period, which positively impacted its financial performance[7] - Investment income for the current period was ¥29,901,460.58, down from ¥36,867,152.10, a decrease of 19%[26] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 79,138[16] - The largest shareholder, Hebei Cangzhou Dongsu Group Co., Ltd., holds 18.85% of shares, totaling 313,912,903 shares, with 242,000,000 shares frozen[16] - A framework agreement was signed for the transfer of 183,996,755 shares from the controlling shareholder to Hebei Cangzhou Jiaokong Group, which are unrestricted circulating shares[18] - The planned change of control was terminated due to a lack of consensus on the transaction details, which will not affect the company's governance structure or future development strategy[19] Research and Development - Research and development expenses were ¥9,104,814.15, slightly higher than ¥8,757,369.66 from the previous period, showing a growth of 3.9%[26] Other Financial Metrics - The company incurred a credit impairment loss of 2,806,473.75, reflecting challenges in asset quality[27] - Cash distributed for dividends, profits, or interest payments increased by ¥9,734,149.41, an increase of 405.50%, mainly due to higher bank loan interest[14] - The company has not yet audited the first quarter report, which may affect the reliability of the financial data presented[30]

Overview - The plastic blown film machine is crucial for producing plastic films, with its performance directly affecting the quality and output of the films [1][11] - The market for plastic blown film machines in China has expanded significantly due to the growth in end markets such as packaging, healthcare, and agriculture, particularly since 2020 [1][11] - The production of small plastic machinery and blown film machines surged from 2020 to 2023, but has seen a rapid decline in the second half of 2023 due to a sharp decrease in overseas orders [1][11] Market Policy - Recent policies in China aim to promote high-quality development in light industry, encouraging the transformation and upgrading of the manufacturing sector towards smart, automated, and green technologies [4][6] - Key policies include guidelines for digital transformation, green low-carbon technologies, and support for large-scale equipment updates [4][6] Industry Chain - The upstream of the plastic blown film machine industry includes sectors like steel, non-ferrous metals, electronic components, and mechanical parts [7] - The midstream involves the research, development, and manufacturing of plastic blown film machines, while the downstream applications are widespread, particularly in packaging [7] Development Status - China's plastic film industry has rapidly developed, with a production volume of 16.95 million tons in 2023, showing a slight increase of 0.15% year-on-year, providing growth opportunities for the plastic blown film machine sector [9][11] - The production and demand for plastic blown film machines are projected to decline to 23,000 units and 18,000 units respectively in 2024, with the market size dropping to 10.49 billion yuan [1][11] Competitive Landscape - The plastic blown film machine industry in China is characterized by intense competition due to low technical barriers and significant product homogeneity in the mid-to-low-end market [13] - Major players like Dalian Rubber and Plastic Machinery Co., Guangdong Jinming Machinery Co., and Hubei Light Industry Machinery Co. dominate the high-end market due to their brand, technology, and scale advantages [13][14] Industry Representative Companies - Guangdong Jinming Machinery Co. is a leading manufacturer with a focus on R&D, design, production, and sales, exporting to over 50 countries, and generating a revenue of 474 million yuan in 2024, with 273 million yuan from blown film machines [15] - Hubei Light Industry Machinery Co. has decades of experience in producing plastic extrusion and blown film production line equipment, emphasizing low-carbon technology and customer service [17] Development Trends - The future of the blown film machine industry will see integration with IoT, big data, and AI technologies for real-time monitoring and optimization of production processes [19] - There will be a growing application of biodegradable plastics and new polymer materials, necessitating improvements in processing technology and equipment structure [19] - Chinese blown film machine companies are expected to enhance their international market presence by improving product quality and brand building [19]

Core Viewpoint - Cangzhou Mingzhu Plastic Co., Ltd. announced the termination of a control rights transaction with a state-owned enterprise due to a lack of consensus on the transaction plan [1][2]. Transaction Background - The transaction involved the transfer of 11% of Cangzhou Mingzhu's shares and the delegation of 7.77% voting rights from its controlling shareholder, Dongsu Group, to Jiaokong Group, which would have made Jiaokong the new controlling shareholder [2]. - The transaction process lasted over a year, from initial disclosure to termination [2]. Financial Context - In December 2023, Cangzhou Mingzhu disclosed plans to transfer 184 million shares for an estimated transaction amount of approximately 500 million yuan [5]. - The lack of substantial progress in the transaction over 10 months raised market concerns about its feasibility [5]. - Dongsu Group's share pledge ratio reached 67% before the transfer plan was disclosed, increasing to 77.09% by February 2025, indicating significant financial pressure [6]. Company Performance - Cangzhou Mingzhu's revenue and net profit showed a decline from 2022 to 2023, with revenues of 2.835 billion yuan and 2.619 billion yuan, representing year-on-year decreases of 1.89% and 7.60%, respectively [8]. - The net profit also decreased from 281 million yuan to 273 million yuan, with declines of 23.22% and 2.99% year-on-year [8]. - The company attributed the profit decline to fluctuations in raw material prices and increased market competition [9]. Industry Position - Cangzhou Mingzhu, established in 1995 and listed in 2007, focuses on the production and sales of PE pipes, BOPA films, and lithium-ion battery separators, with the latter being a core development area [7]. - The company has made significant advancements in lithium battery separator technology, which is crucial for the growing demand in the new energy sector [7]. - Despite its potential in the new energy industry, Cangzhou Mingzhu has faced challenges, including a decline in profitability since 2022 [8].

Core Viewpoint - The proposed share transfer of 184 million shares from the controlling shareholder, Dongsu Group, to the Hebei Cangzhou Jiaokong Group has failed after 9 months of planning due to a lack of consensus between the parties involved [1][2][3]. Group 1: Share Transfer Details - Dongsu Group intended to transfer 184 million shares, representing 11.00% of the total share capital of Cangzhou Mingzhu, to Jiaokong Group [2]. - The remaining 123 million shares held by Dongsu Group, accounting for 7.77% of the total share capital, were to have their voting rights fully entrusted to Jiaokong Group until Dongsu Group no longer held shares [2]. - The termination of the share transfer will not impact the company's governance structure or operational strategy [3]. Group 2: Financial Performance - Cangzhou Mingzhu's financial performance has been declining, with a significant drop in net profit by 43.02% year-on-year in the first three quarters of 2024, amounting to 138 million yuan [9]. - The company's gross profit margin has decreased consecutively from 20.86% in 2021 to 11.93% in the first three quarters of 2024 [11][12]. - The company reported a revenue of 1.962 billion yuan in the first three quarters of 2024, a decline of 1.54% compared to the previous year [9]. Group 3: Shareholding and Pledge Status - Dongsu Group holds 314 million shares of Cangzhou Mingzhu, with 242 million shares pledged, resulting in a pledge ratio of 77.09% [13]. - The total amount executed against Dongsu Group has reached 32.9342 million yuan, with the most recent execution occurring in July 2024 for 2.4811 million yuan [15]. - Dongsu Group has been involved in multiple legal disputes, indicating potential financial instability [15].

证券代码：002108 证券简称：沧州明珠 公告编号：2025-014 沧州明珠塑料股份有限公司 关于公司控制权拟发生变更事项的终止公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，对公告的虚假记载、误导 性陈述或者重大遗漏负连带责任。 一、公司控制权拟发生变更事项概述 沧州明珠塑料股份有限公司（以下简称"公司"）控股股东河北沧州东塑集 团股份有限公司（以下简称"东塑集团"）与河北沧州交控集团有限责任公司（以 下简称"交控集团"）于 2024 年 7 月 18 日在沧州市签署了《股份转让的框架协 议》，交控集团拟以协议转让方式受让东塑集团持有的公司 183,996,755 股股份， 该部分股份为无限售条件流通股，转让股份合计占公司当时总股本的 11.00%， 同时东塑集团拟将持有的公司剩余 129,916,148 股股份（占公司当时总股本的 7.77%）对应的表决权、提案权等非财产性权利全权委托给交控集团行使，委托 期限至东塑集团不再持有公司股份之日止。如本次交易最终转让完成，交控集团 将成为公司控股股东，沧州市人民政府国有资产监督管理委员会将成为公司实际 控制人 。 具 体 内 容 详 见 公 司 ...

沧州明珠：公司控制权拟发生变更事项终止 智通财经4月15日电，沧州明珠(002108.SZ)公告称，公司收到控股股东东塑集团通知，由于交易双方未 能就本次交易方案所涉事项达成共识，双方已决定终止筹划控制权拟发生变更事项。 ...