青岛冠中生态股份有限公司 2024 年度独立董事述职报告 （一）出席股东大会及董事会会议情况 报告期内，公司召开股东大会4次、董事会会议9次，本着勤勉尽 责的态度，本人积极参加公司召开的董事会和股东大会，认真审阅会 议材料，出席会议的具体情况如下： | 李旭 修 | | 姓名 | 董事 | | | --- | --- | --- | --- | --- | | 9 | 次数 | 董事会 | 报告期 应参加 | 本 | | 2 7 | | 董事会 加董事会 次数 次数 | 场出席 讯方式参 | 现 以通 | | 0 0 | | 事会次数 会次数 | 委 缺 托出席董 席董事 | | | 否 | 会议 | 加董事会 | 连续两次 未亲自参 | 是否 | | 4 | 数 | 会次 | 席股 东大 | 出 | 本人本年度对提交董事会和股东大会的议案均认真审议，与公司 其他董事和管理层保持了充分沟通，提出了一些合理化建议，以谨慎 的态度行使表决权，本人认为公司董事会会议和股东大会的召集、召 开符合法定程序，重大事项均履行了相关审批程序，合法有效。2024 年本人任职独立董事期间的各项议案均未损害全体股东，尤其是中小 股 ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥22,831,969.21, a decrease of 31.87% compared to ¥33,510,417.38 in the same period last year[5] - The net profit attributable to shareholders was -¥3,733,990.62, representing a decline of 73.63% from -¥2,150,590.16 year-over-year[5] - The company's basic earnings per share decreased by 73.38% to -¥0.0267 from -¥0.0154 in the same period last year[5] - Net profit for the period was a loss of ¥3,733,990.62, compared to a loss of ¥2,150,590.16 in the previous period, indicating a worsening of approximately 73.5%[20] - Total operating revenue decreased to ¥22,831,969.21 from ¥33,510,417.38, a decline of approximately 31.9% year-over-year[19] Cash Flow and Liquidity - The net cash flow from operating activities improved to -¥17,080,163.44, a 75.38% increase compared to -¥69,372,909.34 in the previous year[5] - Operating cash inflow increased significantly to ¥47,885,555.73 from ¥27,871,440.39, an increase of about 71.9%[23] - The ending balance of cash and cash equivalents was ¥157,298,330.06, compared to ¥116,651,562.62 at the end of the previous period[24] - The cash flow from investment activities showed a positive trend with a net inflow, contrasting with the previous year's negative cash flow[24] - The company reported a significant increase in cash received from investment recoveries, totaling ¥227,000,000.00, up from ¥140,000,000.00[24] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,587,950,453.37, down 2.25% from ¥1,624,498,415.74 at the end of the previous year[5] - The total liabilities decreased to ¥402.21 million from ¥438.36 million, a reduction of 8.2%[16] - Total liabilities decreased to ¥783,706,151.33 from ¥816,520,410.78, a reduction of approximately 4.0%[17] - Total equity attributable to shareholders decreased to ¥804,244,302.04 from ¥807,978,004.96, a decline of about 0.3%[17] Expenses and Cost Management - The company experienced a 46.81% reduction in selling expenses, which amounted to ¥1,093,411.89 compared to ¥2,055,708.48 in the previous year[9] - Total operating costs reduced to ¥31,128,440.99 from ¥38,664,028.96, representing a decrease of about 19.5%[19] - Research and development expenses fell to ¥1,969,785.54 from ¥3,743,869.20, a decrease of about 47.4%[20] Shareholder Information - The total number of common shareholders at the end of the reporting period was 9,679[12] - Qingdao Guanzhong Investment Group Co., Ltd. holds 29.79% of the shares, making it the largest shareholder[12] Other Significant Changes - The company reported a significant increase in other income, which rose by 847.72% to ¥394,986.37 due to increased government subsidies received[9] - The company reported a significant increase in contract liabilities, which rose to ¥420,653.20 from ¥2.26 million, indicating a substantial change in financial obligations[16] - The company established an office in Kyrgyzstan and secured a procurement project in Bishkek worth approximately ¥1.33 million[13] - The company reported a 100% decrease in receivables financing, indicating a shift in financial strategy as the bank acceptance bills matured during the period[9] Audit and Reliability - The company’s first quarter report was not audited, which may impact the perception of financial reliability[25]

Financial Performance - The company's revenue significantly declined due to a slowdown in project implementation, with a focus on government-funded projects facing budget constraints [4]. - The completion value of construction projects decreased compared to the previous year, leading to a substantial drop in operating income [5]. - The company's operating revenue for 2024 was ¥145,288,145.05, a decrease of 61.46% compared to ¥377,024,042.79 in 2023 [25]. - The net profit attributable to shareholders for 2024 was -¥70,900,209.07, representing a decline of 307.48% from ¥34,172,065.74 in 2023 [25]. - The net cash flow from operating activities for 2024 was -¥57,969,197.09, worsening by 102.99% compared to -¥28,557,561.92 in 2023 [25]. - The total assets at the end of 2024 were ¥1,624,498,415.74, down 9.30% from ¥1,791,049,300.85 at the end of 2023 [25]. - The net assets attributable to shareholders decreased by 10.77% to ¥807,978,004.96 at the end of 2024 from ¥905,463,517.95 at the end of 2023 [25]. - The basic earnings per share for 2024 was -¥0.5064, a decline of 307.46% from ¥0.2441 in 2023 [25]. - The weighted average return on net assets for 2024 was -8.67%, a decrease of 12.67 percentage points from 4.00% in 2023 [25]. - The company reported a significant drop in quarterly performance, with Q4 2024 revenue at ¥742,250.53, down from previous quarters [27]. Business Strategy and Operations - The company plans to optimize its business order structure and strategic layout, focusing on land remediation projects which require phased implementation [4]. - The company is actively managing risks related to cash flow and project implementation to ensure sustainable operations [4]. - Future plans and potential risks are detailed in the management discussion and analysis section of the report [10]. - The company is focusing on ecological environment construction, including vegetation restoration, soil and water conservation, and water environment governance, indicating a strategic shift towards sustainable practices [33]. - The company is actively preparing for zero-carbon construction and related technologies, aligning with national policies on ecological civilization [34]. - The company has developed a unique business model that includes raw material production and key equipment customization, enhancing its competitive edge in ecological restoration [45]. - The company has implemented significant ecological restoration projects, including the ecological restoration project at Yichang Shili Hong Training Center and the ecological restoration project at Dongping County Jiunv Spring [47]. - The company is focusing on comprehensive land remediation as part of its strategy to improve land utilization efficiency and ecological environment [48]. - The company has engaged in international projects, including the procurement project for electric wood shredders, which will be exported to Kyrgyzstan [51]. - The company is enhancing its risk assessment capabilities for projects, prioritizing those with low policy risks and high execution strength [73]. Research and Development - The company has established various research and service platforms, including a national postdoctoral research station and provincial engineering research centers, to foster innovation and technology development [75]. - The company is developing a mobile static fermentation production workshop technology to utilize organic waste materials, aiming to expand the range of raw materials [71]. - The company is focusing on developing new products and technologies in ecological restoration and waste management [97]. - R&D investment for 2024 amounted to ¥17,618,604.79, representing 12.13% of operating revenue, a significant increase of 7.52 percentage points from 2023 [100]. - The company has applied for 56 new patents and received 25 new patent authorizations during the reporting period, with a total of 88 authorized patents by year-end [76]. Market and Industry Trends - The overall industry environment has shown a temporary decline, but the company's core business and competitive advantages remain intact [8]. - The industry is experiencing a transition from rapid development to high-quality growth, with a notable shift towards ecological protection and restoration [36]. - The concentration of the industry is gradually increasing, with larger enterprises gaining market share due to their financial strength and technical capabilities [39]. - The company is expanding its market presence with a focus on ecological restoration projects, aiming for a 9% increase in project approvals by the end of the year [120]. - The company plans to establish overseas operations and explore partnerships in Central Asia and the Middle East to secure international orders [136]. Governance and Compliance - The governance structure complies with relevant laws and regulations, ensuring effective operation and protection of shareholder rights [150]. - The company maintains independence from its controlling shareholders, ensuring autonomous business operations and decision-making [152]. - The board of directors consists of 9 members, including 3 independent directors, complying with legal requirements [153]. - The company has established a transparent performance evaluation mechanism for senior management, linking their performance to compensation [196]. - The internal control system has been strengthened, with regular audits conducted quarterly to mitigate risks associated with the use of raised funds [197]. Financial Management - The company emphasized the importance of financial management, ensuring liquidity and profitability through effective fund and expense management strategies [81]. - The company has confirmed sales revenue of 19,389,000 CNY and cumulative sales revenue of 16,056,200 CNY from the major sales contracts [87]. - The company has a pending contract amount of 13,000,000 CNY for the land comprehensive remediation project, which is yet to be fulfilled [88]. - The company reported a credit impairment loss of -36,899,545.69, which accounted for 46.51% of total profit, indicating significant challenges in receivables management [105]. - The company has a robust information management system that integrates big data and IoT to improve project management efficiency [66]. Future Outlook - The company aims to achieve an operating revenue of 200 million to 300 million yuan in 2025, representing a growth of 40% to 110% compared to the previous year [138]. - The company plans to realize a total profit of 0 to 5 million yuan in 2025, indicating a growth of 100% to 110% year-over-year [138]. - The company will focus on low-risk, high-quality development, optimizing governance structures and enhancing risk control to build a resilient management system [133]. - The company plans to manage temporarily idle funds from its initial public offering (IPO) up to 60 million RMB for cash management within 12 months [122]. - The company aims to become a world-class ecological restoration specialized company, focusing on data-driven management and market development [130].

冠中生态（300948）公告，2025年第一季度营业收入2283.2万元，同比下降31.87%。净亏损373.4万 元，去年同期净亏损215.06万元。 ...

证券代码：300948 证券简称：冠中生态 公告编号：2025-022 债券代码：123207 债券简称：冠中转债 青岛冠中生态股份有限公司 关于使用闲置募集资金购买理财产品到期赎回 并再次进行现金管理的公告 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。 公司于2024年12月19日召开第四届董事会第二十一次会议、第四届 监事会第十八次会议，审议通过了《关于使用暂时闲置募集资金及自有 资金进行现金管理的议案》，同意公司在确保不影响募集资金投资项目 建设、不影响公司日常资金正常周转及有效控制风险的前提下，使用暂 时闲置的首次公开发行股票募集资金额度不超过人民币6,000万元（含 本数）进行现金管理，使用期限自董事会审议通过之日起12个月内有效。 在上述额度和期限内，资金可循环滚动使用。 公司保荐机构对上述事项发表了明确同意的意见。具体内容详见公 司于2024年12月20日在中国证监会指定信息披露网站巨潮资讯网 （www.cninfo.com.cn）上披露的《关于使用暂时闲置募集资金及自有 资金进行现金管理的公告》（公告编号：2024-102）。 近日，公司使用 ...

Group 1 - The stock price of Guanzhong Ecological (300948) closed at 9.38 yuan, down 7.4% from the previous week [1] - The total market capitalization of Guanzhong Ecological is 1.326 billion yuan, ranking 44th out of 46 in the infrastructure sector and 5086th out of 5140 in the A-share market [1] - The convertible bond "Guanzhong Convertible Bond" has a conversion period from January 29, 2024, to July 20, 2029, with the latest conversion price set at 10.44 yuan per share [1] Group 2 - The revised performance forecast for 2024 indicates a net loss attributable to shareholders of 58 million to 73 million yuan, with a net loss excluding non-recurring gains and losses of 66 million to 81 million yuan [2] - The performance revision is primarily due to audit results from multiple projects, leading to a reduction in net profit by approximately 26 million yuan [2] - The company has expressed sincere apologies for the impact of this performance revision on investors and will ensure timely information disclosure in accordance with relevant laws and regulations [2]

Financial Performance - The company expects a net loss of between 32 million and 47 million RMB for the fiscal year 2024, compared to a profit of 34.17 million RMB in the same period last year[5] - The net profit after deducting non-recurring gains and losses is projected to be a loss of 40 million to 55 million RMB, down from a profit of 31.00 million RMB in the previous year[5] Revenue Decline - The decline in revenue is attributed to slower project implementation due to industry cyclicality and reduced government investment, leading to a significant drop in operating income[8] Financial Expenses - Financial expenses for 2024 are estimated at approximately 20.69 million RMB, primarily due to interest expenses related to new bonds[10] Impairment Losses - The company anticipates credit impairment losses and asset impairment losses of between 40 million and 44 million RMB for accounts receivable and contract assets[11] Project Management - The company is actively managing project implementation to ensure healthy and sustainable cash flow amid challenges in expected collections[8] Audit Status - The financial data in the earnings forecast has not been audited by an accounting firm, and the final figures will be disclosed in the annual report[13]

Key Points - The company Qingdao Guanzhong Ecological Co., Ltd. has issued convertible bonds totaling RMB 399,752,400, with a net fundraising amount of RMB 391,499,056.61 after deducting issuance costs [1][2] - The convertible bonds, named "Guanzhong Convertible Bonds" with code "123207," were listed on the Shenzhen Stock Exchange on August 9, 2023 [1][2] - The conversion period for the bonds is from January 29, 2024, to July 29, 2029, with no additional interest on the principal [2][3] - The board of directors proposed to lower the conversion price of the bonds to RMB 10.50 per share, which will be adjusted to RMB 10.44 per share after the annual equity distribution in 2023 [3][4] - As of the end of the first quarter of 2025, there are 3,997,524 convertible bonds remaining, with a total face value of RMB 399,752,400 [4] - The total number of shares before the conversion was 140,030,118, and after the conversion, it increased to 140,030,146 shares, indicating a minor change in the total share capital [4]

证券代码：300948 证券简称：冠中生态 公告编号：2025-019 债券代码：123207 债券简称：冠中转债 青岛冠中生态股份有限公司 关于使用闲置募集资金购买理财产品到期赎回 并再次进行现金管理的公告 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。 青岛冠中生态股份有限公司（以下简称"公司"）于2024年7月4 日召开第四届董事会第十七次会议、第四届监事会第十四次会议，审议 通过了《关于使用暂时闲置募集资金进行现金管理的议案》，为提高募 集资金使用效率，董事会同意公司在确保不影响可转换公司债券募集资 金投资项目建设及有效控制风险的情况下，使用暂时闲置募集资金额度 不超过人民币23,000万元（含本数）进行现金管理，投资流动性好的结 构性存款、大额存单、收益凭证等安全性高的保本型产品，使用期限自 董事会审议通过之日起12个月内，单个投资产品的投资期限不超过12 个月。在上述额度和期限内，资金可循环滚动使用。 公司保荐机构对上述事项发表了明确同意的意见。具体内容详见公 司于2024年7月4日在中国证监会指定信息披露网站巨潮资讯网 （www.cninfo.c ...

证券代码：300948 证券简称：冠中生态 公告编号：2025-020 债券代码：123207 债券简称：冠中转债 青岛冠中生态股份有限公司 关于2025年第一季度可转换公司债券转股情况的公告 特别提示： 1、"冠中转债"（债券代码：123207）转股期限为2024年1月29日至 2029年7月20日，最新有效的转股价格为人民币10.44元/股。 2、2025年第一季度，共有3张"冠中转债"完成转股（票面金额共计 人民币300元），合计转为28股"冠中生态"股票（股票代码：300948）。 3、截至2025年第一季度末，"冠中转债"剩余3,997,524张，剩余票 面总金额为人民币399,752,400元。 根据《深圳证券交易所创业板股票上市规则》和《深圳证券交易所上 市公司自律监管指引第15号——可转换公司债券》的有关规定，青岛冠中 生态股份有限公司（以下简称"公司"）现将2025年第一季度可转换公司 债券（以下简称"可转债"）转股及公司总股本变化情况公告如下： 一、可转债基本情况 （一）可转债发行情况 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。 经中国 ...