独立董事 2024 年度述职报告 西陇科学股份有限公司 独立董事 2024 年度述职报告（曾幸荣） 公司全体股东、股东代表： 2024 年 1 月 1 日至 2024 年 12 月 31 日期间作为西陇科学股份有限公司（以 下简称"公司"）的独立董事，本人严格按照《公司法》、《证券法》、《深圳 证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》、《上市 公司独立董事管理办法》等法律法规和公司章程、《独立董事工作制度》的规定 和要求，本着独立、客观、公正的原则，谨慎、认真、勤勉地履行了独立董事的 职责，对规定事项进行核查，切实维护公司和全体股东特别是中小股东的利益。 现将本人 2024 年度履职情况汇报如下： 一、独立董事基本情况 （一）工作履历情况 曾幸荣，1962 年出生，中国国籍，华南理工大学高分子材料专业工学博士。 现担任华南理工大学材料科学与工程学院教授、博士生导师，兼任广东省高性能 与功能高分子材料重点实验室副主任、高性能橡胶塑料与复合材料广东省高校重 点实验室主任、中国化工学会橡胶专业委员会名誉主任委员、广东省化工学会橡 胶专业委员会主任委员、广州市橡胶学会理事长等职务。主持完成了 ...

西陇科学股份有限公司章程 二〇二五年四月 | 第一章 | 总则 | 4 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 6 | | 第三章 | 股份 | 7 | | | 第一节 股份发行 | 7 | | | 第二节 股份增减和回购 | 7 | | | 第三节 股份转让 | 8 | | 第四章 | 股东和股东大会 | 10 | | | 第一节 股东 | 10 | | | 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 | 17 | | | 第五节 股东大会的召开 | 19 | | | 第六节 股东大会的表决和决议 | 21 | | 第五章 | 董事会 | 26 | | | 第一节 董事 | 26 | | | 第二节 董事会 | 28 | | | 第三节 独立董事 | 34 | | 第六章 | 总裁及其他高级管理人员 | 39 | | 第七章 | 监事会 | 41 | | | 第一节 监事 | 41 | | | 第二节 监事会 | 41 | | 第八章 | | 财务会计制度、利润分配和审计 44 | | ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥1,723,911,446.26, a decrease of 10.93% compared to ¥1,935,429,780.12 in the same period last year[5] - Net profit attributable to shareholders increased by 22.59% to ¥8,638,951.94 from ¥7,046,896.18 year-on-year[5] - The company reported a total of RMB 3,422,374,492.16 in current assets, an increase from RMB 3,287,777,849.87[13] - Total operating revenue decreased to ¥1,723,911,446.26 from ¥1,935,429,780.12, a decline of approximately 10.9% year-over-year[16] - Net profit increased to ¥8,957,870.83 from ¥7,263,074.61, representing a growth of approximately 23.3% year-over-year[17] - The total comprehensive income for the period was ¥8,964,243.79 compared to a loss of ¥67,223,564.84 in the previous period, showing a substantial turnaround[18] Cash Flow - The net cash flow from operating activities surged by 1,474.84% to ¥79,415,487.75, compared to ¥5,042,775.40 in the previous year[5] - Cash inflow from operating activities decreased to ¥1,863,781,431.44 from ¥2,466,064,277.67, a decline of about 24.4% year-over-year[19] - Total cash outflow from operating activities amounted to $1,784,365,943.69, down from $2,461,021,502.27, reflecting improved cash management[20] - The net cash flow from investing activities was -$18,400,711.13, an improvement from -$67,167,888.32, suggesting better investment efficiency[20] - Cash inflow from financing activities was $101,345,585.69, compared to $359,902,261.85 in the previous period, indicating a decrease in financing activities[20] - The net cash flow from financing activities was -$109,739,434.55, a decline from $36,759,763.89, highlighting challenges in financing[20] Assets and Liabilities - The total assets at the end of the reporting period were ¥4,841,141,343.99, reflecting a 2.66% increase from ¥4,715,579,071.58 at the end of the previous year[5] - The total liabilities increased to ¥2,525,063,576.39 from ¥2,409,792,792.73, an increase of about 4.8% year-over-year[14] - The company's total liabilities included accounts payable of RMB 676,587,567.61, up from RMB 615,763,209.95[13] - Contract liabilities rose by 42.05% to ¥62,544,039.68, attributed to an increase in advance payments received compared to the same period last year[7] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 80,499, with the largest shareholder holding 9.65% of the shares[8] - The company's basic earnings per share remained stable at ¥0.01, unchanged from the previous year[5] - Basic and diluted earnings per share remained stable at ¥0.01 for both periods[18] Other Financial Metrics - Deferred tax assets increased by 28.17% to ¥17,774,047.47, primarily due to an increase in recognized deferred tax assets[7] - Other income decreased by 38.93% to ¥8,044,225.65, mainly due to a reduction in government subsidies received during the reporting period[7] - The company reported a significant increase in credit impairment losses, which rose by 77.16% to ¥19,684,170.15, due to an increase in bad debt provisions[7] - Research and development expenses decreased to ¥19,695,576.61 from ¥27,256,625.41, a reduction of approximately 27.8% year-over-year[17] - Other comprehensive income after tax increased to ¥6,372.96 from a loss of ¥74,486,639.45, indicating a significant recovery[18] Compensation Commitments - The company committed to a net profit of no less than RMB 49 million for 2022, RMB 63 million for 2023, and RMB 78 million for 2024 from the acquisition of Aikewei Biotechnology[10] - The company has not yet determined whether it will bear compensation obligations related to the performance commitments of Aikewei Biotechnology[11]

Financial Performance - The company reported a significant increase in revenue, with a year-on-year growth of 15% in the last fiscal year[13]. - The company's operating revenue for 2024 reached ¥7,816,465,794, representing a 10.22% increase compared to ¥7,091,743,412 in 2022[18]. - Net profit attributable to shareholders was ¥61,773,364.9, an 85.24% increase from ¥33,347,824.3 in 2023[18]. - The net profit after deducting non-recurring gains and losses was ¥74,680,604.3, showing a significant increase of 159.62% from ¥28,764,969.0 in 2023[18]. - The net cash flow from operating activities was ¥302,163,807, a 206.13% increase compared to -¥284,714,593 in 2023[18]. - The company's revenue for 2024 reached approximately ¥7.82 billion, representing a year-on-year growth of 10.22% compared to ¥7.09 billion in 2023[58]. - Net profit attributable to shareholders increased by 85.24% year-on-year, driven by improved product structure and quality enhancements[51]. - The gross margin for electronic chemicals improved, with the annual sales volume of acetonitrile series products increasing by over 50% due to successful expansion projects[51]. - Sales revenue from specialized chemicals grew by 71.34% year-on-year, contributing significantly to overall revenue growth[59]. Investment and R&D - The company has invested in R&D for new products, with a budget allocation of 10 million RMB for the upcoming year[12]. - Research and development expenses increased by 14.84% to ¥109,902,730.43, indicating a focus on innovation and product development[70]. - The company is focusing on developing new products, including a new etching solution for dual-layer copper metal wiring, which has been completed and aims to enhance market share in electronic chemicals[71]. - A new environmentally friendly high-purity potassium persulfate production process has been developed, targeting the nitrogen removal market, with the project also completed[72]. - The company is developing a micro-reactor for the continuous production of uniform nano-silver, addressing issues of poor dispersion and irregular particle size in existing technologies[77]. - The company is committed to reducing environmental pollution through improved nitrogen oxide purification technologies[75]. Market Expansion and Strategy - The company is focusing on expanding its market presence, particularly in the electronic chemicals sector, which is expected to grow by 20% annually[12]. - The company has established a new subsidiary in Yunnan to enhance its production capabilities and market reach[12]. - The company has a well-established market network, achieving coverage in major domestic cities and expanding into Southeast Asia[49]. - The company aims to enhance its product offerings and service integration to gain a competitive edge, focusing on high brand recognition and comprehensive support services[105]. - The company plans to increase the proportion of high value-added products and improve automation and digitalization to enhance production efficiency and quality control[107]. Risk Management - The company has identified key risks in its operations, including supply chain disruptions, and has outlined mitigation strategies[5]. - The company continues to engage in hedging activities to mitigate price volatility risks associated with raw materials, ensuring stable operations[94]. - The company has established a comprehensive risk management framework for its hedging operations, including market, systemic, technical, operational, and credit risks[95]. - The company faces macroeconomic risks, including potential profit declines and inventory buildup if domestic economic growth slows[108]. - Safety production risks are a concern due to the hazardous nature of chemical products, and the company is enhancing safety measures and training to mitigate these risks[109]. - Environmental risks are heightened due to stricter regulations, prompting the company to adjust its product structure and optimize production processes for energy conservation and emission reduction[111]. Corporate Governance - The company has conducted multiple shareholder meetings to ensure compliance with legal regulations and enhance shareholder engagement[119]. - The sixth board of directors consists of nine members, including three independent directors, and held a total of 8 meetings during the reporting period[120]. - The company emphasizes accurate and timely information disclosure, with the chairman bearing primary responsibility for disclosure matters[125]. - The company maintains independence in its main business operations, including chemical reagent R&D, production, and sales, without reliance on controlling shareholders[127]. - The company has established a complete and independent personnel management system, ensuring that key management personnel do not hold positions in controlling shareholder entities[128]. Environmental Compliance - The company has implemented strict adherence to environmental protection laws, achieving 100% compliance in pollutant discharge[178]. - The wastewater treatment facility of Xilong Science has a designed capacity of 192 tons/day, achieving an effluent concentration of 21.75 mg/L for COD[181]. - The company has invested in environmental protection facilities, with Xilong Science investing 255 units, Foshan Xilong investing 86 units, and Sichuan Xilong investing 43 units for maintenance and updates[185]. - The company has successfully completed its annual emission reduction tasks as per regulations[185]. - The company was recognized as a "Good Environmental Enterprise" by the Sichuan Provincial Ecological Environment Department for the year 2023[188]. Employee Management - The total number of employees at the end of the reporting period is 1,173, with 487 in the parent company and 686 in major subsidiaries[162]. - The professional composition includes 466 production personnel, 266 sales personnel, 145 technical personnel, 58 financial personnel, and 238 administrative personnel[162]. - The company implements annual performance evaluations to determine salary adjustments and bonuses, promoting a performance-driven culture[163]. - The company has established special incentive plans aimed at motivating sales personnel and enhancing their potential[163]. - The training programs implemented during the reporting period aimed to enhance employee skills across various departments, including safety, management, and marketing[164]. Financial Management - The company has fully paid the remuneration for directors, supervisors, and senior management during the reporting period[149]. - The total pre-tax compensation for board members amounted to 5.6794 million yuan[150]. - The company plans to distribute a cash dividend of 0.2 RMB per 10 shares, totaling 11,704,328.44 RMB, based on a total share capital of 585,216,422 shares as of December 31, 2023[165]. - The cash dividend policies are in compliance with the company's articles of association and shareholder resolutions, ensuring clarity and transparency in the decision-making process[167]. - The company has established a comprehensive internal control system that adheres to relevant laws and regulations, with no significant deficiencies reported during the period[170].

西陇科学（002584）公告，2024年营业收入78.16亿元，同比增长10.22%。归属于上市公司股东的净利 润6177.34万元，同比增长85.24%。基本每股收益0.11元/股，同比增长83.33%。公司计划不派发现金红 利，不送红股，不以公积金转增股本。 ...

Market Overview - The Shanghai Composite Index fell by 0.07% on April 25, with 21 out of the 28 sectors rising, led by utilities and communications, which increased by 1.36% and 1.15% respectively [1] - The electronic sector rose by 0.43% [1] - The real estate and coal sectors experienced the largest declines, falling by 0.60% and 0.59% respectively [1] Capital Flow Analysis - The net inflow of capital in the two markets was 4.975 billion yuan, with 14 sectors seeing net inflows [1] - The computer sector had the highest net inflow, totaling 3.368 billion yuan, while the utilities sector followed with a net inflow of 1.581 billion yuan [1] - A total of 17 sectors experienced net outflows, with the non-ferrous metals sector leading with a net outflow of 942 million yuan, followed closely by the basic chemicals sector with 930 million yuan [1] Electronic Sector Performance - The electronic sector saw a net inflow of 1.568 billion yuan, with 272 out of 461 stocks rising, including 5 hitting the daily limit [2] - The top three stocks with the highest net inflow were Huadian Co. (4.37 billion yuan), Luxshare Precision (2.83 billion yuan), and Dongshan Precision (1.73 billion yuan) [2] - Six stocks in the electronic sector experienced net outflows exceeding 100 million yuan, with the largest outflows from SMIC (246 million yuan), Xilong Science (190 million yuan), and Shengbang Co. (122 million yuan) [2][3] Electronic Sector Capital Inflow and Outflow Rankings - The top inflow stocks included: - Huadian Co. (5.72% increase, 436.55 million yuan inflow) - Luxshare Precision (2.76% increase, 283.40 million yuan inflow) - Dongshan Precision (3.48% increase, 173.16 million yuan inflow) [2] - The top outflow stocks included: - SMIC (-0.76% decrease, -246.14 million yuan outflow) - Xilong Science (-2.04% decrease, -190.37 million yuan outflow) - Shengbang Co. (-8.27% decrease, -121.81 million yuan outflow) [3]

Core Viewpoint - The stock market experienced a significant net outflow of 17.03 billion yuan, with 8 stocks seeing a net inflow exceeding 200 million yuan, led by Xilong Science with a net inflow of 273 million yuan [1][2]. Market Overview - The Shanghai Composite Index closed up by 0.03% today. Throughout the day, there was a total net outflow of 17.03 billion yuan from the two markets, with 1,618 stocks experiencing net inflows and 2,783 stocks facing net outflows [1]. - Among the 9 sectors that saw net inflows, the public utilities sector led with a net inflow of 1.48 billion yuan, followed by the pharmaceutical and biological sector with a net inflow of 524 million yuan [1]. Individual Stock Performance - Eight stocks had net inflows exceeding 200 million yuan, with Xilong Science leading at 273 million yuan, followed by Tianwo Technology at 264 million yuan. Other notable stocks include Hongbaoli, Shaoneng Shares, and Ningde Times [2]. - Stocks with significant net outflows included Qingdao Kingking with a net outflow of 492 million yuan, followed by Runze Technology and Satellite Chemical with outflows of 478 million yuan and 406 million yuan, respectively [2][4]. - Stocks with net inflows of over 200 million yuan saw an average increase of 8.01%, outperforming the Shanghai Composite Index. Notably, stocks like Shuangcheng Pharmaceutical and Xilong Science closed at their daily limit [2]. Sector Analysis - The sectors with the highest net inflows included public utilities, construction decoration, and basic chemicals, with 3, 1, and 1 stocks respectively from these sectors making the list of top inflows [2]. - Conversely, the sectors with the highest net outflows included electronics, with a net outflow of 3.97 billion yuan, followed by computers with 3.62 billion yuan [1][4].

电子行业今日下跌1.47%，全天主力资金净流出66.21亿元，该行业所属的个股共461只，今日上涨的有 45只，涨停的有2只；下跌的有413只。以资金流向数据进行统计，该行业资金净流入的个股有105只， 其中，净流入资金超千万元的有21只，净流入资金居首的是西陇科学，今日净流入资金2.74亿元，紧随 其后的是立昂微、龙芯中科，净流入资金分别为8102.06万元、3108.68万元。电子行业资金净流出个股 中，资金净流出超亿元的有18只，净流出资金居前的有中芯国际、胜宏科技、沪电股份，净流出资金分 别为3.34亿元、1.96亿元、1.87亿元。（数据宝） 电子行业资金流入榜 沪指4月24日上涨0.03%，申万所属行业中，今日上涨的有10个，涨幅居前的行业为美容护理、银行， 涨幅分别为1.61%、1.16%。跌幅居前的行业为计算机、通信，跌幅分别为2.36%、2.08%。电子行业位 居今日跌幅榜第三。 资金面上看，两市主力资金全天净流出333.60亿元，今日有6个行业主力资金净流入，公用事业行业主 力资金净流入规模居首，该行业今日上涨1.08%，全天净流入资金13.24亿元，其次是医药生物行业，日 涨幅为0.25 ...

龙虎榜数据显示，该股因日换手率达20%、日涨幅偏离值达7%上榜龙虎榜2次，买卖居前营业部中，机 构净买入391.72万元，营业部席位合计净买入1192.89万元。 2024年10月30日公司发布的三季报数据显示，前三季度公司共实现营业总收入65.53亿元，同比增长 13.16%，实现净利润0.64亿元，同比增长117.61%。1月18日公司公布了2024年业绩预告，预计实现净利 润0.65亿元至0.95亿元，同比变动区间为94.92%~184.88%。（数据宝） 近日该股表现 西陇科学再度涨停，6个交易日内录得3个涨停，累计涨幅为31.14%，累计换手率为178.60%。截至 11:02，该股今日成交量1.11亿股，成交金额11.24亿元，换手率25.63%。最新A股总市值达63.09亿元，A 股流通市值46.62亿元。 | 日期 | 当日涨跌幅（%） | 换手率（%） | 主力资金净流入（万元） | | --- | --- | --- | --- | | 2025.04.23 | -3.73 | 38.98 | -16862.60 | | 2025.04.22 | 10.05 | 28.39 | 15217 ...

行情速递 ①主板领涨，盈方微(+10.06%)/西陇科学(+10.05%)/永鼎股份(+10.04%)/信雅达(+10.03%)/吉 大正元(+10.00%)/ ②创业板领涨，新晨科技(+20.03%)/优博讯(+20.00%)/致尚科技(+20.00%)/ ③科创板领涨，仕佳光子(+13.09%)/柏楚电子(+6.88%)/信安世纪(+6.78%)/ ④活跃子行业，SW半导体设备(+0.99%)/SW门户网站(+0.91%)/ 国内新闻 ①盖世汽车资讯，中国汽车工业协会的统计分析显示/2025年的1 - 3月间/ 轿车销量排名前十的生产企业总共售出185.1万辆轿车/这一数字占据了轿车 销售总量的68.9%/这十家企业的销售情况各有不同/其中比亚迪股份、吉利 汽车、上汽通用五菱和中国一汽这几家企业的表现尤为突出/与上一年同期相 比/它们的销量实现了两位数的增长/展现出强劲的发展势头/ ③C114通信，爱立信官网最新消息显示/该公司将扩大其在印度的天线生产 规模/爱立信天线系统（EAS）正在扩大其在印度的本地制造布局/将该国定 位为爱立信全球网络中的战略创新中心/此举将进一步巩固EAS在构建高性能 移动网络方 ...