北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.: 010-50867666 传真/Fax: 010-56916450 网址/Website: www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于辽宁科隆精细化工股份有限公司 2023 年股权激励计划部分已授予但尚未归属的限制性股票作废的 法律意见书 康达法意字【2025】第 0173 号 二零二五年四月 法律意见书 释 义 在本《法律意见书》中，除非文义另有所指，下列词语或简称具有下述涵义： | 简称 | 含义 | | --- | --- | | 本所 | 北京市康达律师事务所 | | 科隆股份/上市公司/公司 | 辽宁科隆精细化工股份有限公司 | | 本次激 ...

不分配不转增 | 报告期指标 | 2024年年报 | 2023年年报 | 本年比上年增减(%) | 2022年年报 | | --- | --- | --- | --- | --- | | 基本每股收益（元） | -0.1752 | -0.3480 | 49.66 | -0.4106 | | 每股净资产（元） | 1.57 | 1.79 | -12.29 | 2.21 | | 每股公积金(元) | 1.17 | 1.17 | 0 | 1.24 | | 每股未分配利润(元) | -0.70 | -0.52 | -34.62 | -0.17 | | 每股经营现金流(元) | - | - | - | - | | 营业收入(亿元) | 6.32 | 5.58 | 13.26 | 7.81 | | 净利润(亿元) | -0.5 | -1 | 50 | -1.19 | | 净资产收益率(%) | -10.32 | -17.01 | 39.33 | -16.80 | | 名称 持有数量(万股) | | 占总股本比 | 增减情况 | | --- | --- | --- | --- | | | | 例(%) | (万股) | | ...

Financial Performance - The company reported a basic earnings per share of -0.0544 yuan for Q1 2025, a decrease of 69.47% compared to -0.0321 yuan in Q1 2024 [1] - The net profit for Q1 2025 was -0.15 billion yuan, reflecting a decline of 66.67% from -0.09 billion yuan in Q1 2024 [1] - Operating revenue decreased by 34.53% to 0.91 billion yuan in Q1 2025, down from 1.39 billion yuan in Q1 2024 [1] - The return on equity was -3.52% in Q1 2025, a significant drop of 94.48% compared to -1.81% in Q1 2024 [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 50.373 million shares, accounting for 23.02% of the circulating shares, with a decrease of 4.8299 million shares from the previous period [1] - Notable shareholders include Jiang Yan with 21.3877 million shares (9.78%) and the single asset management plan with 14.3306 million shares (6.55%), both remaining unchanged [2] - New entrants among the top shareholders include Wang Qiyu with 2.1514 million shares (0.98%) and China Minsheng Bank's fund with 1.8425 million shares (0.84%) [2] Dividend Policy - The company has announced that it will not distribute dividends or transfer shares this time [4]

Revenue and Profitability - The company's revenue for Q1 2025 was ¥90,541,692.87, representing a decrease of 34.85% compared to ¥138,973,187.50 in the same period last year[4] - Total operating revenue decreased to ¥90,695,619.83 from ¥139,112,944.92, representing a decline of approximately 34.8% year-over-year[21] - Net profit for the period was a loss of ¥15,462,907.43, compared to a loss of ¥9,108,412.55 in the previous period, indicating a worsening of approximately 70.5%[22] - The net loss attributable to shareholders was ¥15,477,219.17, a decline of 71.44% from a loss of ¥9,027,818.26 in the previous year[4] - Basic and diluted earnings per share were both -¥0.0544, down 69.47% from -¥0.0321 in the same quarter last year[4] - Basic and diluted earnings per share were both -0.0544, compared to -0.0321 in the previous period[23] Cash Flow and Liquidity - The net cash flow from operating activities was -¥48,628,760.28, which is a 38.23% increase in cash outflow compared to -¥35,180,642.88 in the prior year[4] - Cash inflow from operating activities was ¥96,403,131.92, down from ¥156,649,888.71, a decrease of about 38.4% year-over-year[25] - The total cash and cash equivalents at the end of the period stood at 33,460,537.93, down from 76,838,652.12 in the previous period, showing a decrease in liquidity[26] - The company reported a total cash outflow from operating activities of 145,031,892.20, compared to 191,830,531.59 in the previous period, suggesting reduced operational expenses[26] - Net cash flow from operating activities was -48,628,760.28, compared to -35,180,642.88 in the previous period, indicating a decline in operational cash generation[26] - Cash paid for debt repayment was 297,600,000.00, compared to 372,242,857.14 in the previous period, reflecting a reduction in debt servicing[26] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,037,507,450.33, a decrease of 1.22% from ¥1,050,287,904.79 at the end of the previous year[4] - Current assets decreased to CNY 605,484,354.47 from CNY 613,619,864.77, primarily due to a reduction in cash and accounts receivable[17][18] - Total liabilities increased to ¥592,499,173.29 from ¥589,794,747.54, a slight increase of about 0.3%[19] - Total equity decreased to ¥445,008,277.04 from ¥460,493,157.25, a decline of approximately 3.4%[19] - The company’s non-current assets totaled CNY 432,023,095.86, slightly down from CNY 436,668,040.02, indicating a stable asset base[17] Inventory and Contract Liabilities - The company's inventory increased by 36.56% to ¥179,967,968.82, attributed to preparations for sales in the second quarter[7] - The company's contract liabilities rose by 91.71% to ¥9,140,064.91, indicating an increase in advance payments received[7] - Accounts receivable decreased by 17.2% to CNY 248,333,064.62 from CNY 300,161,245.08[17] - Inventory increased by 36.6% to CNY 179,967,968.82 from CNY 131,786,873.27, indicating potential growth in production or sales[18] Legal and Regulatory Matters - The company is currently involved in a legal dispute regarding a liability claim, which may impact future operations[16] - The company plans to actively defend its legal rights in the ongoing court case, which may affect its strategic direction[16] Other Financial Metrics - Non-operating income increased by 82.43% to ¥163,361.19, primarily due to a reduction in fines received compared to the previous year[9] - The company reported a total non-recurring gains and losses of ¥1,823,871.96, which includes government subsidies and asset disposal gains[5] - The company reported a significant increase in financial expenses, totaling ¥4,863,796.08, compared to ¥6,713,794.07 in the previous period, indicating a decrease of about 27.5%[22] - Deferred income decreased to ¥18,648,936.01 from ¥19,060,212.10, a reduction of approximately 2.2% year-over-year[19] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 14,045, with the largest shareholder holding 30.08% of the shares[11] - The total number of restricted shares at the end of the period was 65,589,992, with no new restricted shares added during the current period[14][15] Accounting and Reporting - The company did not apply the new accounting standards for the current reporting period[27] - The first quarter report was not audited, which may affect the reliability of the financial data presented[28]

Financial Performance - The company's operating revenue for 2024 was CNY 631,834,145.97, representing a 13.19% increase compared to CNY 558,195,980.29 in 2023[20]. - The net profit attributable to shareholders improved to -CNY 49,832,853.83 in 2024, a 50.28% reduction in losses from -CNY 100,230,449.54 in 2023[20]. - The net cash flow from operating activities increased significantly by 197.26% to CNY 31,153,859.20 in 2024, compared to CNY 10,480,417.49 in 2023[20]. - The total assets decreased by 17.10% to CNY 1,050,287,904.79 at the end of 2024, down from CNY 1,266,978,860.14 at the end of 2023[20]. - The company's basic earnings per share improved to -CNY 0.1752 in 2024, a 49.66% improvement from -CNY 0.3480 in 2023[20]. - The company's net assets attributable to shareholders decreased by 11.85% to CNY 447,766,836.44 at the end of 2024, compared to CNY 507,982,095.03 at the end of 2023[20]. - The weighted average return on equity improved to -10.32% in 2024 from -17.01% in 2023, indicating a positive trend despite ongoing losses[20]. - The company reported a total of CNY 19,209,446.37 in non-recurring gains and losses for 2024, compared to CNY 14,442,595.58 in 2023[26]. Market and Industry Trends - The construction industry demand has decreased, with a reported 18.3% decline in sales amount for the top 100 real estate companies in 2024 compared to 2023[29]. - The production of key products in the concrete and cement products industry continued to decline, with an 11.3% decrease in ready-mixed concrete production year-on-year from January to August 2024[29]. - The carboxylic acid superplasticizer market benefits from the promotion of new construction technologies, such as ultra-high-performance concrete applications, and increased international market demand[30]. - The demand for phenolic ether products in China has significantly increased over the past three years, driven by the needs of downstream industries like chemicals, pharmaceuticals, and coatings[31]. - The market for hydroxyethyl acrylate is expected to grow further due to rapid development in the construction and automotive industries, driven by urbanization and economic growth[31]. Research and Development - The company has a strong R&D capability, collaborating with institutions like the Chinese Academy of Sciences and Shenyang Chemical Research Institute[39]. - The company has developed new polyether monomers that enhance product performance, particularly in high-silt concrete applications, showcasing strong adaptability to various cement types[34]. - The company’s surface active agents are produced using proprietary technology, targeting specific types of surfactants for various industrial applications[35]. - The company’s UV-curable polyether is in trial production, with a focus on achieving low potassium and sodium ion content, enhancing application effects[35]. - The company focuses on the fine chemical field, upgrading existing products and increasing international market sales[45]. - The company has a strong talent strategy, with a team that includes 1 PhD and 8 master's degree holders, enhancing its R&D capabilities in fine chemicals[57]. - R&D investment amounted to ¥21,350,734.89 in 2024, representing 3.38% of operating revenue, an increase from 3.17% in 2023[72]. Corporate Governance - The company adheres to legal regulations and maintains a transparent governance structure, ensuring equal rights for all shareholders[106]. - The company has successfully held one annual and one extraordinary shareholders' meeting, complying with all procedural requirements[107]. - The company held 7 board meetings during the reporting period, complying with all regulations and promptly disclosing the results[108]. - The independent directors actively participated in meetings and conducted on-site investigations to ensure compliance and protect shareholder interests[109]. - The company has established a transparent performance evaluation and incentive mechanism for directors, supervisors, and senior management[109]. - The company respects the rights of stakeholders and promotes balanced interests among shareholders, employees, and society[109]. - The company has established a clear remuneration decision-making process based on operational performance and budget execution[128]. Environmental Responsibility - The company is classified as a key pollutant discharge unit by the environmental protection department[151]. - The company has obtained environmental impact assessment approvals for multiple projects, including a 5,000-ton thermoplastic polyester elastomer project and a 100,000-ton high-performance concrete polycarboxylic acid water reducer project[152]. - The company has been compliant with various environmental protection laws and regulations, including the Environmental Protection Law and the Air Pollution Prevention and Control Law[151]. - The company has implemented strategies for environmental credit evaluation and public participation in environmental protection[152]. - The company has established a framework for emergency management of environmental incidents as per the relevant regulations[152]. Strategic Plans and Investments - The company plans to invest in a graphene coating project with an annual production capacity of 5,000 tons, expected to be completed by 2025[47]. - The company aims to enhance its product portfolio and management capabilities to improve profitability, focusing on fine chemical fields and new business development[92]. - The company plans to invest in and acquire emerging businesses, particularly in microelectronics, new energy, and new chemical materials, to rapidly expand assets and scale[97]. - The company emphasizes a dual development strategy of "internal growth and external expansion" to achieve rapid asset and scale growth through mergers and acquisitions[92]. - The company plans to enhance its production scale and expand product applications to increase market share and product value[94]. Compliance and Risk Management - The company has established a robust internal control system to ensure the reliability of financial reporting and operational efficiency[166]. - The company has not faced any administrative or criminal penalties in the last five years, ensuring a clean compliance record[166]. - The company has committed to full cash compensation for any losses incurred by shareholders due to non-compliance with commitments[166]. - The company has ensured that its accounting practices are standardized and that financial results are accurately represented[166]. - The company has committed to avoiding related party transactions unless unavoidable, ensuring fair pricing based on market standards[166]. Shareholder Engagement - The company plans to increase its stock holdings with an investment of no less than RMB 10 million and not exceeding RMB 20 million[118]. - The management team is committed to enhancing shareholder value through strategic stock purchases[118]. - The company’s governance structure does not involve any differential voting rights arrangements[117]. - The company has announced a shareholding increase plan for its directors and senior management[117]. - The company will take responsibility for any losses caused to investors due to violations of commitments[167].

是否会对上市公司损益产生负面影响：目前案件尚未正式开庭审理，暂 时无法判断对公司本期和期后损益的影响，公司将根据案件进展情况及时予以披 露。 证券代码：300405 证券简称：科隆股份 公告编号：2025-003 辽宁科隆精细化工股份有限公司 关于子公司诉讼事项的公告 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，没有虚假记载、 误导性陈述或者重大遗漏。 重要内容提示： 地址：辽宁省辽阳市宏伟区 一、诉讼事项受理的基本情况 （一）辽宁科隆精细化工股份有限公司（以下简称"科隆股份"或"公司"） 的全资子公司盘锦科隆于近日收到盘锦市盘山县人民法院以通讯形式传达的《民 事起诉状》《传票》等材料。盘锦市盘山县法院已经受理了辽阳安里其科技发展 有限公司代辽宁科隆新材料有限公司诉盘锦科隆损害公司利益责任纠纷，案号为 （2025）辽 1122 民初 874 号。 （二）本次诉讼当事人的基本情况： 1、原告：辽阳安里其科技发展有限公司 法定代表人：胡克 地址：辽宁省辽阳市宏伟区汇商路 6-1 号网点 2、被告一：盘锦科隆精细化工有限公司 法定代表人：张磊 地址：辽宁省盘锦市盘山县经济开发区 被告二：张磊 案件所处的诉 ...

证券代码：300405 证券简称：科隆股份 公告编号：2025-002 辽宁科隆精细化工股份有限公司 关于年度审计机构更换签字注册会计师的公告 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，没有虚假记载、 误导性陈述或者重大遗漏。 辽宁科隆精细化工股份有限公司（以下简称"科隆股份"或"公司"）分别 于 2024 年 4 月 24 日、2024 年 5 月 16 日召开了第五届董事会第十五次会议和 2023 年度股东大会，审议通过了《关于聘任公司 2024 年度审计机构的议案》， 同意续聘大信会计师事务所（特殊普通合伙）（以下简称"大信"）为本公司 2024 年度的财务和内部控制审计机构。具体情况请详见公司于 2024 年 4 月 24 日、2024 年 5 月 16 日发布的《关于续聘会计师事务所公告》（公告编号： 2024-027）、《2023 年度股东大会决议公告》（公告编号：2024-034）。 近日，公司收到大信出具的《关于变更科隆股份 2024 年报审计签字合伙人 的函》。具体情况公告如下： 一、签字注册会计师变更情况 大信作为公司 2024 年度审计机构，原拟安排蔡瑜（项目合伙人）、明瑞刚 ...

Financial Performance - The company expects a net loss of between 27 million RMB and 54 million RMB for the fiscal year 2024, compared to a net loss of 100.23 million RMB in the same period last year[3]. - The net profit after deducting non-recurring gains and losses is projected to be a loss of between 44.88 million RMB and 71.88 million RMB, compared to a loss of 114.67 million RMB in the previous year[3]. Market and Operational Efforts - The company has made significant efforts to expand its market and enhance its product structure, leading to increased operating revenue and improved operational efficiency[5]. - The subsidiary Shenyang Huawu Building New Materials Technology Co., Ltd. experienced a decrease in sales and gross profit contribution due to the impact of the construction industry, contributing to the overall loss[5]. Non-Recurring Gains and Losses - The estimated amount of non-recurring gains and losses for the reporting period is approximately 17.88 million RMB, primarily from performance commitment cash compensation and government subsidies[5].

消息面上，全球首台30MW级纯氢燃气轮机"木星一号"整机试验首次点火成功。 财联社12月27日电，科隆股份涨超15%，此前康普顿、蓝科高新涨停，蠡湖股份、康盛股份、春晖智 控、原尚股份、昇辉科技等跟涨。 此次点火的纯氢燃气轮机是目前全球单机功率最大的纯氢发电机组，标志着我国大功率氢燃气轮机和氢 储能技术取得重大进展，新型长时储能有了新技术、新产品。 ...

证券代码：300405 证券简称：科隆股份 公告编号：2024-059 辽宁科隆精细化工股份有限公司 第六届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 辽宁科隆精细化工股份有限公司（以下简称"公司"）第六届董事会第一次会 议的通知已于 2024 年 12 月 19 日送达各位董事，并于 2024 年 12 月 25 日在公司二 楼会议室以现场方式召开。应到董事 9 人，实到董事 9 人，符合《公司法》及《公 司章程》的有关规定。 会议由董事长姜艳女士主持，经与会董事认真审议，以记名投票方式通过如下 决议： 一、审议通过《关于选举公司第六届董事会董事长的议案》 经公司2024年第一次临时股东大会选举，公司第六届董事会9位成员已经产生。 经全体董事审议，本次董事会选举姜艳女士为公司第六届董事会董事长，任期自本 次董事会审议通过之日起至本届董事会任期届满。姜艳女士简历详见本公告附件。 表决结果：9 票同意，0 票反对，0 票弃权。 表决结果：9 票同意，0 票反对，0 票弃权。 二、审议通过《关于选举公司第六届董事会各专门委员会人员组成 ...