第五届董事会第二十三次会议决议公告 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，不存在虚假记 载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 厦门万里石股份有限公司（以下简称"公司"）第五届董事会第二十三次会 议于 2025 年 8 月 15 日以邮件和通讯方式发出会议通知，并于 2025 年 8 月 22 日在厦门市思明区湖滨北路201号宏业大厦8楼公司大会议室以现场结合通讯的 方式召开临时会议。会议应出席董事为 6 人，实际出席董事 5 人（其中董事长胡 精沛先生委托副董事长邹鹏先生表决），本次会议由副董事长邹鹏先生主持，公 司监事、高级管理人员列席了会议，会议的召集和召开符合《中华人民共和国公 司法》和《公司章程》的有关规定，所做决议合法有效。经表决，会议审议通过 议案情况如下： 二、董事会会议审议情况 1、审议通过《公司 2025 年半年度报告及其摘要》； 证券代码：002785 证券简称：万里石 公告编号：2025-041 厦门万里石股份有限公司 经审议，董事会认为公司 2025 年半年度报告的内容真实、准确、完整地反 映了公司的实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 ...

Core Viewpoint - Xiamen Wanli Stone Co., Ltd. reported a decrease in revenue but an increase in net profit for the first half of 2025, indicating a shift towards higher profitability despite lower sales volume [1][4]. Financial Performance - Revenue for the reporting period was CNY 603.71 million, a decrease of 7.55% compared to CNY 653.03 million in the same period last year [4][13]. - Net profit attributable to shareholders was CNY 5.23 million, an increase of 21.27% from CNY 4.31 million year-on-year [4][8]. - The net cash flow from operating activities was CNY 7.35 million, a significant recovery from a negative CNY 34.98 million in the previous year, marking a 121% improvement [4][14]. - Basic earnings per share rose to CNY 0.0231, up 23.53% from CNY 0.0187 [4][8]. Business Overview - The company operates as a comprehensive service provider in the mid-to-high-end stone industry, focusing on design, processing, sales, and installation of architectural and landscape stone [5][6]. - The company is transitioning towards resource-oriented businesses, expanding into lithium and uranium resource development [5][6]. Industry Context - The decoration and renovation industry saw a production value of CNY 597.29 billion in the first half of 2025, growing by 4.27% year-on-year, while real estate development investment decreased by 11.2% [5][6]. - The stone industry is facing challenges such as technological innovation, management upgrades, and environmental regulations, but also opportunities from urban renewal and infrastructure investments [5][6]. Market Dynamics - Domestic revenue decreased by 11.97% to CNY 378.31 million, while international business revenue increased by 0.94% to CNY 225.40 million, indicating a shift in market focus [4][9]. - The company is enhancing its global strategy, particularly in Southeast Asia, to mitigate trade barriers and optimize its supply chain [4][9]. Strategic Initiatives - The company is focusing on high-quality projects and strategic partnerships with state-owned enterprises and major construction groups to capture growth in key infrastructure projects [5][10]. - A new lithium carbonate production line is in trial production, with plans for scale-up, reflecting the company's commitment to diversifying its resource portfolio [5][10]. Competitive Advantages - As the first stone company listed on A-shares, the company emphasizes brand building and quality service, which has led to numerous industry accolades [5][11]. - The company has developed a comprehensive service model that integrates design, manufacturing, construction, and after-sales service, enhancing its competitive edge [5][11].

Core Points - The company reported a decrease in operating revenue by 7.55% compared to the same period last year, amounting to 603,711,243.07 yuan [1] - Net profit attributable to shareholders increased by 21.27% to 5,225,465.11 yuan [1] - The company plans not to distribute cash dividends or issue bonus shares [1] Financial Performance - Operating revenue: 603,711,243.07 yuan, down from 653,029,548.92 yuan [1] - Net profit attributable to shareholders: 5,225,465.11 yuan, up from 4,308,938.19 yuan [1] - Net profit after deducting non-recurring gains and losses: 7,345,307.96 yuan [1] - Net cash flow from operating activities: 34,977,181.56 yuan, an increase of 121.00% [1] - Basic earnings per share: 0.0231 yuan, up from 0.0187 yuan [1] - Diluted earnings per share: 0.0231 yuan, up from 0.0185 yuan [1] - Weighted average return on equity: 0.58%, an increase from 0.44% [1] Assets and Shareholder Information - Total assets at the end of the reporting period: 1,651,073,008.17 yuan, an increase of 0.87% from the previous year [2] - Net assets attributable to shareholders: 892,315,883.17 yuan, up by 0.42% [2] - Total number of ordinary shareholders at the end of the reporting period: 16,640 [2] Shareholding Structure - The largest shareholder, Hu Jingpei, holds 12.37% of the shares [2] - The second-largest shareholder, Xiamen Haifu Mining, holds 11.39% [2] - The report indicates no changes in the controlling shareholder or actual controller during the reporting period [3]

证券代码：002785 证券简称：万里石 公告编号：2025-041 厦门万里石股份有限公司 第五届董事会第二十三次会议决议公告 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，不存在虚假记 载、误导性陈述或者重大遗漏。 一、 董事会会议召开情况 厦门万里石股份有限公司（以下简称"公司"）第五届董事会第二十三次会 议于 2025 年 8 月 15 日以邮件和通讯方式发出会议通知，并于 2025 年 8 月 22 日在厦门市思明区湖滨北路 201 号宏业大厦 8 楼公司大会议室以现场结合通讯的 方式召开临时会议。会议应出席董事为 6 人，实际出席董事 5 人（其中董事长胡 精沛先生委托副董事长邹鹏先生表决），本次会议由副董事长邹鹏先生主持，公 司监事、高级管理人员列席了会议，会议的召集和召开符合《中华人民共和国公 司法》和《公司章程》的有关规定，所做决议合法有效。经表决，会议审议通过 议案情况如下： 公司根据实际经营发展需要，拟新增日常关联交易预计，具体如下：新增与 关联公司厦门资生环保科技有限公司（以下简称"资生环保"）签署《业务合作 框架性协议》，预计发生的日常关联交易总额不超过 2,500 万元；新 ...

Group 1 - The meeting of the Supervisory Board of Xiamen Wanli Stone Co., Ltd. was held on August 22, 2025, and was conducted in accordance with the relevant regulations of the Company Law of the People's Republic of China and the company's articles of association [1][2] - The Supervisory Board unanimously approved the company's 2025 semi-annual report, confirming that it accurately reflects the company's actual situation without any false records or misleading statements [1][2] - The Supervisory Board also approved the company's new related transactions for 2025, stating that they are necessary for normal production and operation, with fair pricing that benefits the company and all shareholders [2]

Financial Overview - The company reported a total revenue of CNY 603,711,243.07 for the first half of 2025, a decrease from CNY 653,029,548.92 in the same period of 2024, representing a decline of approximately 7.5% [3][4] - Total operating costs for the first half of 2025 were CNY 603,890,285.62, down from CNY 647,538,364.36 in 2024, indicating a reduction of about 6.7% [4][5] - The net profit for the first half of 2025 was reported at CNY -139,840.44, compared to a net loss of CNY -4,828,953.85 in the same period of 2024, showing an improvement in financial performance [4][5] Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,651,073,008.17, slightly up from CNY 1,636,887,160.60 at the beginning of the year [2][3] - Current assets totaled CNY 1,121,487,936.51, compared to CNY 1,108,048,528.90 at the start of the period, reflecting a modest increase [2][3] - Total liabilities increased to CNY 712,257,269.62 from CNY 696,600,044.40, indicating a rise in financial obligations [2][3] Cash Flow - The net cash flow from operating activities was CNY 7,345,307.96, a significant recovery from a negative cash flow of CNY -34,977,181.56 in the previous year [5][6] - Cash flow from investing activities showed a net inflow of CNY 18,961,154.88, compared to a net outflow of CNY -24,996,161.07 in the same period of 2024 [5][6] - Cash flow from financing activities resulted in a net inflow of CNY 22,497,034.25, up from CNY 1,749,415.00 in the previous year [5][6] Equity - Total equity at the end of the reporting period was CNY 938,815,738.55, slightly down from CNY 940,287,116.20 at the beginning of the year [2][3] - The company's retained earnings increased to CNY 104,476,324.14 from CNY 99,250,859.03, indicating a positive trend in profit retention [2][3] Key Ratios - Basic earnings per share for the first half of 2025 were CNY 0.0231, compared to CNY 0.0187 in the same period of 2024, reflecting an improvement in profitability per share [4][5] - The company's operating profit was CNY 4,789,559.66, a significant recovery from a loss of CNY -1,614,323.93 in the previous year [4][5]

Core Viewpoint - The company plans to conduct foreign exchange hedging activities to mitigate foreign exchange market risks and reduce exchange losses, with a limit of up to 10 million USD or equivalent currency [1][2]. Summary by Sections Foreign Exchange Hedging Business Overview - The company and its subsidiaries intend to engage in foreign exchange hedging to lower the impact of exchange rate fluctuations on operations and minimize exchange losses [1][2]. Business Scope and Approval Process - The hedging activities will be conducted within a limit of 10 million USD or equivalent currency, with the ability to roll over the amount within a 12-month period from the board's approval [2]. - The board has authorized the management to approve daily hedging plans and sign related contracts, with the finance department responsible for execution [2][3]. Risk Analysis - While foreign exchange hedging can reduce the impact of significant exchange rate fluctuations, it may also introduce risks such as potential exchange losses if the locked-in rates deviate from actual rates [3]. - The complexity of hedging operations may lead to operational risks due to inadequate internal controls or personnel expertise [3]. Accounting Principles - The company will follow relevant accounting standards for the recognition and measurement of financial instruments and hedging activities [4].

Group 1 - The company plans to conduct foreign exchange hedging to mitigate risks associated with currency fluctuations impacting its operations [1][2] - The hedging activities will be limited to a maximum of $10 million or equivalent in other currencies, with the ability to roll over this amount within a 12-month period [1][2] - The company will utilize its own funds or a certain proportion of bank credit for these hedging activities, avoiding the use of raised funds [2] Group 2 - The necessity and feasibility of the hedging activities are underscored by the company's significant export business, which is affected by international political and economic uncertainties [2][4] - The company has established a foreign exchange hedging management system to ensure structured operations and has implemented specific risk control measures [3][4] - The company will adhere to principles of locking in exchange rate risks and will not engage in speculative trading [2][3] Group 3 - The company acknowledges potential risks associated with foreign exchange hedging, including discrepancies between locked-in rates and actual transaction rates, which could lead to exchange losses [2][3] - Operational complexities and the potential for inaccurate payment forecasts due to changes in customer or supplier orders may increase exchange risk exposure [3] - The company has set clear internal controls and audit processes to monitor the effectiveness and financial implications of the hedging activities [3][4]

Group 1 - The company has significant non-operating fund usage, with various related parties involved in financial transactions [1][2][3] - Total non-operating fund usage amounts to 25,268.75 million, with a breakdown of 1,059.19 million in interest and 24,409.77 million in principal [4] - The company has multiple subsidiaries and affiliated enterprises engaged in financial transactions, indicating a complex financial structure [2][3][4] Group 2 - The company has a substantial amount of accounts receivable from related parties, totaling 10,724.16 million, with specific amounts owed by various subsidiaries [2][3] - The financial transactions include significant amounts for operational purposes, such as 1,471.04 million in accounts receivable from a subsidiary [3] - The company is involved in various financial dealings with its subsidiaries, indicating a reliance on inter-company transactions for liquidity [1][2][3]

证券代码：002785 证券简称：万里石 公告编号：2025-044 厦门万里石股份有限公司 关于新增2025年度日常关联交易预计的公告 本公司及董事会全体成员保证信息披露内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 一、日常关联交易的基本情况 截至披露日已 上年发生 关联交 关联交易 关联交易 关联人 预计金额 发生金额（万 金额（万 易类别 内容 定价原则 元） 元） 宝发新材料 向关联方 提 供 技 成本加成 797,783.88 （越南）有 提供技术 301.50 - 术服务 法 美元 限公司 服务 截至披露日已 上年发生 关联交 关联交易 关联交易 关联人 预计金额 发生金额（万 金额（万 易类别 内容 定价原则 元） 元） 粗 制 硫 向关联方 厦门资生环 酸 镍 等 销售粗制 参照市场 2,500 万元 保科技有限 288.35 - 产 品 销 硫酸镍等 价格 人民币 公司 售 产品 合计 - 589.85 二、关联方的基本情况 公司名称：宝发新材料（越南）有限公司（中文） C?NG TY TNHH NGUY?N LI?U M?I B?O PH?T (VI?T NAM) （越南语 ...