证券代码：300175 证券简称：ST 朗源 公告编号：2025-007 朗源股份有限公司 第五届董事会第五次会议决议公告 （本公司及董事会全体成员保证信息披露的内容真实、准确、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 朗源股份有限公司（以下简称"公司"）于 2025 年 4 月 15 日以电子邮件、 电话、微信等方式，向公司董事发出关于召开第五届董事会第五次会议的通知。 本次会议于 2025 年 4 月 25 日在公司三楼会议室以现场与通讯表决相结合的方式 召开。会议应出席董事 7 人，实际出席董事 7 人，由董事长赵征先生主持，公司 监事、高级管理人员列席了本次会议。本次会议的召集和召开符合《中华人民共 和国公司法》等有关法律、行政法规、部门规章、规范性文件和《公司章程》的 规定。 二、董事会会议审议情况 （一）审议通过《关于 2024 年度总经理工作报告的议案》 表决结果：7 票赞成；0 票反对；0 票弃权；议案获得通过。 （二）审议通过《关于 2024 年度董事会工作报告的议案》 《2024 年度董事会工作报告》及《2024 年度独立董事述职报告》具体内容 详见巨潮资讯网 ...

证券代码：300175 证券简称：ST朗源 公告编号：2025-020 朗源股份有限公司 关于2024年度拟不进行利润分配和资本公积金转增股本的公告 （本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。） 一、审议程序 朗源股份有限公司（以下简称"公司"）于2025年4月25日召开的第五届董 事会第五次会议、第五届监事会第四次会议，审议通过了《关于2024年度利润分 配预案的议案》，本议案尚需提交公司2024年年度股东大会审议。 二、利润分配和资本公积金转增股本方案的基本情况 | 项目 | 本年度 | 上年度 | 上上年度 | | --- | --- | --- | --- | | 现金分红总额（元） | 0.00 | 0.00 | 0.00 | | 回购注销总额（元） | 0.00 | 0.00 | 0.00 | | 归属于上市公司股东的 净利润（元） | -36,442,150.18 | -53,625,494.75 | -27,754,531.18 | | 研发投入（元） | 0 | 0 | 0 | | 营业收入（元） | 245,373,170.28 | ...

Financial Performance - In 2024, the company achieved operating revenue of ¥245,373,170.28, an increase of 11.41% compared to ¥220,239,975.13 in 2023[22] - The net profit attributable to shareholders was a loss of ¥36,442,150.18, an improvement of 32.04% from a loss of ¥53,625,494.75 in the previous year[22] - The company reported a net cash flow from operating activities of -¥34,702,165.46, a significant decline of 494.05% compared to ¥-5,841,595.09 in 2023[22] - The total assets at the end of 2024 were ¥727,519,148.80, reflecting a 9.82% increase from ¥662,488,290.76 at the end of 2023[22] - The net assets attributable to shareholders increased by 4.17% to ¥520,321,318.37 from ¥499,512,733.44 in 2023[22] - The basic earnings per share for 2024 were -¥0.08, an improvement of 27.27% from -¥0.11 in 2023[22] - The company's net profit attributable to shareholders, excluding non-recurring gains and losses, was ¥5,737,249.09, a decrease from ¥-30,003,887.32 in the previous year[25] - The total revenue for the reporting period was ¥245,373,170.28, an increase of 11.41% from ¥220,239,975.13 in the same period last year[35] - The total operating costs for the reporting period were ¥217,819,009.81, reflecting an increase of 18.67% from ¥183,548,831.12 in the previous year[35] Operational Highlights - The company has established partnerships with well-known brands such as Starbucks and Three Squirrels, enhancing its market presence[35] - The data center project in Taiyuan has over 1,400 cabinets available for lease, contributing to the company's service offerings[35] - The company aims to expand its product categories and sales channels to capture new retail opportunities and enhance brand influence[35] - The company has a strong focus on quality and supply chain management, positioning itself as a key supplier in the agricultural product processing industry[31] - The revenue from dried fruits increased by 76.99% to ¥177,336,503.36, while fresh fruit revenue decreased by 37.43% to ¥37,369,793.45[44] - The company exported ¥139,141,234.67 worth of products, accounting for 56.71% of total revenue, which is a 50.52% increase from the previous year[45] - The gross profit margin for the manufacturing sector was 11.23%, with a year-on-year increase of 3.75%[46] - The company sourced 47% of its agricultural products directly from farmers, amounting to ¥11,589.92 million[38] - The company has over 70,000 tons of cold storage capacity, enhancing its competitive edge in both domestic and international markets[41] Cost and Expense Management - Sales expenses rose to ¥5,481,651.47, a 39.72% increase from ¥3,923,190.86 in the previous year[35] - Management expenses surged to ¥32,254,996.95, a significant increase of 110.76% from ¥15,304,219.78 in the previous year[35] - In 2024, the total cost of manufacturing reached 217,819,009.81 CNY, a year-on-year increase of 26.84% compared to 171,729,891.09 CNY in 2023[50] - The company reported a significant increase in sales expenses, which rose by 39.72% to 5,481,651.47 CNY from 3,923,190.86 CNY in the previous year, attributed to increased revenue[55] Strategic Initiatives - The company aims to strengthen its domestic baking market and pre-packaged business, focusing on raw material supply and product innovation to meet consumer demand[76] - The company plans to enhance its domestic market development and explore food business transformation, aiming to establish a comprehensive food supply platform[77] - The company will continue to strengthen its agricultural product processing business, targeting growth in Southeast Asia, South Asia, and the Middle East markets[77] - The company intends to improve its talent acquisition and training programs to build a multi-level talent team for sustainable development[78] - The company will enhance internal controls and governance to improve risk management and compliance with legal regulations[78] Risk Management - The company continues to face risks related to the agricultural market, including cyclical risks and price fluctuations[5] - The company is facing risks from trade barriers in Southeast Asia, particularly in Indonesia, which has led to increased logistics and inspection costs[79] - Domestic sales are uncertain due to macroeconomic factors, prompting the company to strengthen its domestic market development and create a comprehensive food supply platform[79] - Fluctuations in agricultural product prices and shipping costs pose risks, as raw material prices are influenced by planting conditions, weather, and pest issues[79] Corporate Governance - The company has established a complete financial accounting system and independent financial management practices, ensuring financial independence from its controlling shareholders[87] - The company maintains an independent organizational structure, with no interference from controlling shareholders in its operational activities[88] - The company has a performance evaluation system linking senior management's performance to their compensation, ensuring transparency in hiring practices[84] - The company actively engages with investors through various channels to enhance information transparency and protect shareholder rights[85] - The company has implemented a "Quality Return Dual Improvement" action plan to enhance operational quality and returns[81] Shareholder Engagement - The annual shareholders meeting had a participation rate of 24.33% on May 20, 2024[89] - The first extraordinary shareholders meeting had a participation rate of 6.20% on May 31, 2024[90] - The second extraordinary shareholders meeting had a participation rate of 25.66% on September 18, 2024[90] - The company experienced changes in its board of directors, with several non-independent and independent directors leaving due to term expiration[92] Leadership Changes - The company appointed Zhao Zheng as Chairman and Cao Yuchen as General Manager effective May 20, 2024, as part of the board restructuring[94] - Wang Tao was appointed as the Chief Financial Officer on May 20, 2024, bringing extensive experience in finance and management[94] - The company has seen a significant leadership change with multiple board members and executives completing their terms on May 20, 2024[94] - The new management team includes professionals with backgrounds in investment management and financial consulting, enhancing the company's strategic capabilities[95][96] Compliance and Regulatory Matters - The company faced regulatory scrutiny, with the vice chairman and vice general manager receiving warning letters from the Shandong Securities Regulatory Bureau in April 2023[102] - The company has emphasized strict compliance with the regulations set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange[111] - The audit committee has conducted thorough discussions and reached consensus on various important proposals, ensuring the protection of shareholders' rights[112] Environmental and Social Responsibility - The company actively adheres to national environmental protection policies and has not faced any administrative penalties related to environmental issues during the reporting period[133] - The company promotes energy-saving practices among employees, including reducing paper usage and encouraging participation in water and electricity conservation activities[134] - The company has replaced outdated high-energy-consuming equipment with more energy-efficient alternatives to enhance operational sustainability[134] Financial Integrity - The company is currently in the process of auditing its financial statements for the year ending December 31, 2024, to ensure accuracy and compliance with accounting standards[150] - The company has outlined its commitment to innovation and technology development as part of its growth strategy moving forward[150] - The company received a clean audit report for its 2024 financial statements from Zhongxing Caiguanghua, confirming the accuracy and completeness of its financial data[151]

Financial Performance - The company's revenue for Q1 2025 was ¥53,757,200.35, a decrease of 23.28% compared to ¥70,065,968.82 in the same period last year[5] - The net profit attributable to shareholders was a loss of ¥3,878,126.02, representing a decline of 154.92% from a profit of ¥7,061,973.18 in the previous year[5] - The basic and diluted earnings per share were both -¥0.0083, down 155.33% from ¥0.0150 in the same period last year[5] - The company reported a net profit of -3,892,742.22 yuan for the current period, compared to a net profit of 7,047,190.35 yuan in the previous period, indicating a significant decline[20] - Operating profit for the current period was -3,890,172.48 yuan, while the previous period showed an operating profit of 8,289,882.51 yuan, reflecting a substantial decrease[20] - The total comprehensive income for the current period was -3,892,742.22 yuan, compared to 7,047,190.35 yuan in the previous period, highlighting a drastic decline in overall financial performance[20] Cash Flow - The net cash flow from operating activities decreased by 25.20% to ¥22,484,062.57 from ¥30,059,717.01 year-on-year[5] - Cash flow from operating activities generated a net cash inflow of 22,484,062.57 yuan, down from 30,059,717.01 yuan in the previous period[22] - The net cash flow from investing activities surged by 260,134.32% due to increased prepayment transfers from subsidiaries[8] - The net cash flow from investing activities was 9,876,103.34 yuan, a turnaround from a negative cash flow of -3,798.00 yuan in the previous period[22] - Cash flow from financing activities resulted in a net inflow of 4,871,705.54 yuan, compared to a net outflow of -3,257,625.00 yuan in the prior period[23] - The company received 3,130,805.34 yuan in tax refunds, significantly higher than 493,165.28 yuan in the previous period, showing improved cash flow management[22] Assets and Liabilities - Total assets at the end of the reporting period were ¥727,225,022.63, a slight decrease of 0.04% from ¥727,519,148.80 at the end of the previous year[5] - The company's total assets amounted to RMB 727.23 million, a slight decrease from RMB 727.52 million at the beginning of the period[16] - The total liabilities increased to RMB 208.95 million from RMB 207.20 million, reflecting a rise of 0.8%[16] - The company's retained earnings showed a decline, with an accumulated loss of RMB 111.66 million compared to RMB 109.60 million in the previous period[17] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 24,542, with the largest shareholder holding 12.73% of the shares[10] Regulatory and Operational Changes - The company is under scrutiny from regulatory authorities, having received notices regarding administrative penalties, which may impact future operations[12] - The company signed an agreement to sell 100% equity and debt claims of Taiyuan Delanda Technology Co., Ltd. to Shanxi Jiafeng for a total consideration of RMB 110 million[13] - The company invested RMB 2.1 million to establish a subsidiary, Hangzhou Shunzhi Source Information Technology Co., Ltd., which has completed its business registration[14] Operating Revenue and Costs - Total operating revenue for the current period was RMB 53.76 million, a decrease of 23.3% compared to RMB 70.07 million in the previous period[19] - Total operating costs for the current period were RMB 57.78 million, down 8.8% from RMB 63.34 million in the previous period[19] Inventory and Receivables - Accounts receivable decreased significantly to RMB 21.21 million from RMB 46.69 million, a reduction of 54.6%[15] - Inventory decreased slightly to RMB 112.35 million from RMB 115.06 million, a decline of 2.4%[15] Cash and Cash Equivalents - The company's cash and cash equivalents increased to RMB 105.15 million from RMB 67.93 million, reflecting a growth of 55%[15] - The company's cash and cash equivalents at the end of the period totaled 105,148,062.65 yuan, up from 49,024,709.56 yuan at the end of the previous period, indicating a significant increase[23]

证券代码：300175 证券简称：ST 朗源 公告编号：2025-006 朗源股份有限公司 关于转让全资子公司 100%股权及债权进展暨交割完成的公告 （本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。） 一、交易概述 朗源股份有限公司（以下简称"公司"）于 2024 年 11 月 12 日召开第五届董 事会第四次会议，审议通过了《关于转让全资子公司 100%股权及债权的议案》， 董事会同意公司将持有的太原市德蓝达科技有限公司（以下简称"德蓝达"）100% 股权、对德蓝达的应收股利及借款债权本金打包出售给山西伽峰通信科技有限公 司（以下简称"山西伽峰"），交易对价为人民币 11,000 万元。具体内容详见公 司于 2024 年 11 月 13 日在巨潮资讯网披露的《关于转让全资子公司 100%股权及 债权的公告》（公告编号：2024-122）。 二、进展情况 1、德蓝达已于近日完成相关工商变更登记等交割工作，公司不再持有德蓝 达股权，德蓝达不再纳入公司合并报表范围。 2、山西伽峰已向公司支付了第一笔交易价款；公司将持续关注剩余交易价 款支付的进展情况，并根据有关 ...

朗源股份有限公司 关于对外投资设立控股孙公司暨完成工商登记的公告 （本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。） 朗源股份有限公司（以下简称"公司"）因业务发展需要，通过全资子公司 杭州朗源君福商贸有限公司（以下简称"朗源君福"）与苏州跃盟信息科技有限 公司（以下简称"跃盟科技"）共同出资设立控股孙公司杭州瞬知源信息科技有 限公司（以下简称"瞬知源"）。瞬知源注册资本为人民币 300 万元，其中朗源 君福认缴出资 210 万元，占注册资本的 70%；跃盟科技认缴出资 90 万元，占注 册资本的 30%。瞬知源成立后，将纳入公司合并报表范围。 根据《深圳证券交易所创业板股票上市规则》、《公司章程》等相关规定， 本次对外投资事项无需提交公司董事会、股东大会审议，亦不构成关联交易，也 不构成《上市公司重大资产重组管理办法》规定的重大资产重组。 证券代码：300175 证券简称：ST 朗源 公告编号：2025-005 近日，瞬知源已经完成公司注册登记手续，并取得杭州市临平区市场监督管 理局核发的营业执照。现将有关情况公告如下： 一、控股孙公司的基本情况 公司名称： ...

年报存在虚假记载 朗源股份股票简称变更为"ST朗 源" 3月24日，新京报记者获悉，朗源股份披露，因2019年年度报告和更正公告存在虚假记载，公司股 票自3月24日开市起停牌1天，将于3月25日开市起复牌。公司股票自3月25日开市起被实施其他风险警 示，股票简称由"朗源股份"变更为"ST朗源"。 公告显示，朗源股份近期收到中国证监会山东监管局下发的《行政处罚事先告知书》，经查明， 2018年12月，朗源股份收购广东优世联合控股集团股份有限公司（以下简称"广东优世"）51%股权，将 其纳入合并报表范围。2019年，为了完成业绩承诺，广东优世通过签订无商业实质的采购销售合同、虚 构与第三方业务的方式虚增营业收入、营业成本和利润，导致朗源股份2019年营业收入、营业成本、利 润总额分别虚增5250.69万元、3494.31万元、1816.60万元，分别占当期披露对应项目绝对值的9.03%、 7.94%、43.02%。朗源股份2019年年度报告存在虚假记载。 2020年9月25日，朗源股份发布《关于前期会计差错更正的公告》（以下简称"更正公告"），调减 了广东优世虚增的部分营业收入、营业成本和利润，但调整后朗源股份2 ...

Core Viewpoint - Langyuan Co., Ltd. has been penalized for false records in its annual report, leading to a change in its stock name to "ST Langyuan" and a one-day trading suspension [1][3]. Summary by Sections Company Actions - Langyuan Co., Ltd. disclosed that its 2019 annual report and subsequent correction announcement contained false records, resulting in a one-day stock suspension starting March 24, with trading resuming on March 25 under the new name "ST Langyuan" [1][3]. Financial Misstatements - The company acquired 51% of Guangdong Youshi United Holdings Group Co., Ltd. in December 2018, which was included in its consolidated financial statements. In 2019, Guangdong Youshi inflated revenue, costs, and profits through fictitious contracts, leading to an overstatement of Langyuan's 2019 revenue by 52.51 million, costs by 34.94 million, and total profit by 18.16 million, representing 9.03%, 7.94%, and 43.02% of the respective reported figures [1][2]. Regulatory Actions - The Shandong Securities Regulatory Bureau issued a warning and proposed a fine of 5 million for Langyuan Co., Ltd. for the violations. Key executives received individual fines and warnings, with the former general manager facing a 10-year market ban and the former chairman facing a 5-year ban [2].

Core Viewpoint - Several A-share companies are facing risk warnings due to violations related to false disclosures in their financial reports, leading to temporary trading suspensions and changes in stock designations to "ST" [1][4][7][11]. Group 1: Company Specifics - Xiangxue Pharmaceutical will be designated as "ST Xiangxue" after receiving a notice from the China Securities Regulatory Commission (CSRC) regarding false disclosures in its 2019 annual report, which included significant omissions related to related party non-operating fund occupation from 2016 to 2020 [4][6]. - Langyuan Co. will be designated as "ST Langyuan" following a similar notice from the Shandong Securities Regulatory Bureau, which identified false disclosures in its 2019 annual report, including inflated revenue and profits due to non-commercial contracts [8][9]. - Lianchuang Co. will also be designated as "ST Lianchuang" after receiving a notice indicating false disclosures in multiple reports from 2017 to 2019, particularly related to the acquisition of Shanghai Aotou and inflated financial figures [12][14]. Group 2: Regulatory Actions - The CSRC plans to impose penalties on Xiangxue Pharmaceutical, including a warning and a fine of 6 million yuan, along with individual fines for responsible parties [5][6]. - Langyuan Co. faces a proposed fine of 5 million yuan and individual penalties for executives, with significant market bans for key individuals [10]. - Lianchuang Co. is expected to receive a warning and a fine of 600,000 yuan, with severe penalties for responsible executives, including lifetime market bans for some [14].

Key Points - The article emphasizes the Chinese government's commitment to implementing proactive macro policies to support economic stability and growth, including potential new policies if necessary [2] - The article highlights the importance of enhancing the business environment for various enterprises through economic reforms and addressing bottlenecks in economic circulation [2] - The article discusses the upcoming significant events in the global market, including earnings reports from major companies and important economic data releases [4] Macro - Premier Li Qiang met with U.S. senators, stating that trade wars yield no winners and emphasizing the need for cooperation to address trade imbalances [6] - Vice Premier He Lifeng welcomed multinational companies to invest in China, highlighting the resilience and potential of the Chinese economy [6] - The government plans to deepen supply-side structural reforms and regulate competition to promote high-quality development [6] Domestic Stock Market - CITIC Securities identified two critical time points for the market: the first in early April when external risks are expected to materialize, and the second mid-year when U.S. economic and policy cycles may align with China's [9] - The "Leading Enterprise" action plan in Guangzhou aims to enhance the integration of industry and capital, promoting more competitive companies to go public [9] - The report notes a significant increase in new account openings at several securities firms, indicating growing market participation [10] Financial - A surge in the number of funds focusing on free cash flow indicates a market trend towards financial health metrics, driven by demand and policy direction [14] - The head of the Industrial and Commercial Bank of China emphasized the shift from a capital-centric to a technology-centric financial service model [14] Real Estate - Suggestions were made to stabilize asset prices and improve income levels to boost consumer spending, particularly in real estate and equity markets [17] Industry - XPeng Motors' chairman discussed the future of high-level autonomous driving technology, predicting significant advancements in the coming years [19] - The Henan province announced plans for extensive 5G infrastructure development, aiming for over 270,000 5G base stations in the next three years [19] Overseas - The WTO Director-General highlighted the U.S. as a major beneficiary of global trade, countering claims of trade disadvantages [21] - The UK government plans to invest £600 million to address skill shortages in the construction sector, crucial for housing development [22] International Stock Market - SpaceX aims to achieve a weekly launch frequency for its Starship within a year, enhancing its operational capabilities [23] Commodity - The China Iron and Steel Association noted that supply-demand imbalances are a key issue in the industry, advocating for the closure of new production capacity [26] - Methanol port inventories have decreased, indicating a market shift towards destocking [26] - BHP's CEO projected a significant copper supply gap in the next decade, emphasizing the need for substantial investment in mining [26] Bonds - The government plans to issue long-term special bonds to support various initiatives, with a focus on local government debt management [28] - The AI and robotics sectors are identified as key drivers of market growth, with expectations for increased investment opportunities [28]