怡球金属资源再生（中国）股份有限公司 章 程 二○二三年九月 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 董事会 第一节 董事 第二节 董事会 第六章 总经理及其他高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第八章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知与公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附则 怡球金属资源再生（中国）股份有限公司章程 怡球金属资源再生（中国）股份有限公司章程 第一章 总则 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为，根据《中 华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证 ...

江苏泰和律师事务所 关于 怡球金属资源再生（中国）股份有限公司 2020 年限制性股票激励计划第三个解除 限售期解除限售条件成就及 回购注销部分限制性股票 之 法律意见书 法律意见书 0 法律意见书 江苏泰和律师事务所 关于怡球金属资源再生（中国）股份有限公司 2020 年限制性股票激励计划第三个解除限售期解除限售 条件成就及回购注销部分限制性股票之 法律意见书 致：怡球金属资源再生（中国）股份有限公司 江苏泰和律师事务所（以下简称"本所"）接受怡球金属资源再生（中国） 股份有限公司（以下简称"公司"）的委托，以特聘专项法律顾问的身份参与 公司 2020 年限制性股票激励计划（以下简称"本次激励计划"）。本所律师 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）及中国证券监督管理委员会（以下 简称"中国证监会"）发布的《上市公司股权激励管理办法》（以下简称"《管 理办法》"）等相关法律、法规、规范性文件及《怡球金属资源再生（中国） 股份有限公司章程》（以下简称"《公司章程》"）、《怡球金属资源再生（中 国）股份有限公司 2020 年限制性股票激励计划 ...

股票代码：601388 股票简称：怡球资源 编号：2023-035 号 怡球金属资源再生（中国）股份有限公司 关于回购注销部分激励对象已获授但尚未解除 限售的限制性股票的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 怡球金属资源再生（中国）股份有限公司（以下简称"公司"）于2023年9月11日 召开第五届董事会第十次会议和第五届监事会第八次会议，审议通过了《关于回购注 销部分激励对象已获授但尚未解除限售的限制性股票的议案》，根据公司2020年限制 性股票激励计划相关规定，公司有6名激励对象因离职已不符合激励条件，以上人员已 获授但尚未解锁的限制性股票不得解锁，此部分股票共计32,340股。公司拟对上述部 分尚未解锁的限制性股票进行回购注销。具体情况如下： 一、已履行的决策程序和信息披露情况 《怡球金属资源再生（中国）股份有限公司2020年限制性股票激励计划实施考核管理 办法》等与本次激励计划有关的议案。公司独立董事就本次激励计划发表同意公司实 行本次激励计划的独立意见。 2、2020年8月24日，公司召开了第四届 ...

证券代码：601388 证券简称：怡球资源 公告编号：2023-037 关于公司 2020 年限制性股票激励计划授予的限制性股 票第三个解除限售期解除限售条件成就暨上市流通的 公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 如有董事对临时公告内容的真实性、准确性和完整性无法保证或存在异议 的，公司应当在公告中作特别提示。 重要内容提示： 本次股票上市类型为股权激励股份；股票认购方式为网下，上市股数为 4,101,704 股。 本次股票上市流通总数为 4,101,704 股。 本次股票上市流通日期为 2023 年 9 月 19 日。 怡球金属资源再生（中国）股份有限公司 一、公司2020年限制性股票激励计划批准及实施情况 1、2020年8月24日，公司召开了第四届董事会第十二次会议，审议通过了 《怡球金属资源再生（中国）股份有限公司2020年限制性股票激励计划（草案） 及摘要》《怡球金属资源再生（中国）股份有限公司2020年限制性股票激励计划 实施考核管理办法》等与本次激励计划有关的议案。公司独立董事就本次激励计 划发 ...

股票代码：601388 股票简称：怡球资源 编号：2023-033 号 怡球金属资源再生（中国）股份有限公司 第五届董事会第九次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 怡球金属资源再生（中国）股份有限公司（以下简称"公司"）第五届董事会 第九次会议于2023年8月25日以现场和通讯相结合的会议方式召开并进行表决。本次 董事会会议应出席董事9人,实际出席董事9人。 公司监事及高管人员列席本次会议,会议的召开符合《中华人民共和国公司法》 （以下简称"《公司法》"）和《公司章程》的规定。本次会议由董事长黄崇胜先 生主持，经与会董事认真审议通过了如下决议： 一、审议通过《关于公司 2023 年半年度报告全文及摘要的议案》 审议结果：表决票 9 票，赞成票 9 票，反对票 0 票，弃权票 0 票。 报告全文及摘要详见上海证券交易所网站（www.sse.com.cn）。 二○二三年八月二十六日 特此公告。 怡球金属资源再生（中国）股份有限公司 董事会 ...

会议的召开符合《中华人民共和国公司法》（以下简称"《公司法》"）和《公司章 程》的规定。本次会议由监事郭建昇先生主持，经与会监事认真审议通过了如下决议： 股票代码：601388 股票简称：怡球资源 编号：2023-034 号 怡球金属资源再生（中国）股份有限公司 第五届监事会第七次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 怡球金属资源再生（中国）股份有限公司（以下简称"公司"）第五届监事会第七 次会议于2023年8月25日以现场和通讯相结合的会议方式召开并进行表决。本次会议应 出席监事3人,实际出席3人。 一、审议通过《关于公司2023年半年度报告全文及摘要的议案》 审议结果：表决票 3 票，赞成票 3 票，反对票 0 票，弃权票 0 票。 特此公告。 怡球金属资源再生（中国）股份有限公司 监事会 二○二三年八月二十六日 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥1,868,807,782.39, a decrease of 8.92% compared to the same period last year[5]. - The net profit attributable to shareholders was ¥19,522,101.22, down 91.38% year-on-year, while the net profit excluding non-recurring gains and losses was ¥33,535,696.59, a decrease of 84.90%[5]. - Basic and diluted earnings per share were both ¥0.0088, reflecting a decline of 91.45% compared to the same period last year[6]. - The total operating revenue for the first three quarters of 2022 was CNY 5,847,641,450.50, a decrease of 2.57% compared to CNY 6,002,899,698.97 in the same period of 2021[17]. - Net profit for the third quarter of 2022 was CNY 290,229,098.32, down 55.66% from CNY 652,702,375.43 in the same quarter of 2021[18]. - The total comprehensive income for Q3 2022 was CNY 407,035,616.04, a decrease from CNY 602,855,205.08 in Q3 2021, representing a decline of approximately 32.4%[19]. - Basic and diluted earnings per share for Q3 2022 were CNY 0.1318, down from CNY 0.2965 in Q3 2021, reflecting a decrease of about 55.6%[19]. Cash Flow and Assets - The cash flow from operating activities for the year-to-date period increased by 112.09% to ¥856,752,329.10[5]. - Net cash flow from operating activities for the first three quarters of 2022 was CNY 856,752,329.10, an increase of 112.5% compared to CNY 403,955,219.99 in the same period of 2021[21]. - The ending balance of cash and cash equivalents as of Q3 2022 was CNY 1,149,462,031.80, an increase from CNY 845,538,705.12 at the end of Q3 2021, representing a growth of approximately 36%[22]. - Total cash outflow for operating activities in Q3 2022 was CNY 5,322,412,566.32, a decrease from CNY 5,594,410,073.12 in Q3 2021, reflecting a reduction of approximately 4.9%[21]. - The company's cash and cash equivalents were not explicitly detailed, but total current assets amounted to CNY 4,008,811,959.67, down from CNY 4,139,867,500.99[16]. Liabilities and Equity - The total liabilities decreased to CNY 1,711,987,893.16 from CNY 1,885,039,236.29 year-on-year, reflecting a reduction of approximately 9.15%[15]. - The company's retained earnings increased to CNY 1,781,716,918.64, compared to CNY 1,667,609,281.85 in the previous year, showing growth in shareholder equity[16]. - The company’s total equity attributable to shareholders reached CNY 4,104,010,295.37, an increase from CNY 3,864,426,842.96 year-on-year[16]. - The total number of ordinary shareholders at the end of the reporting period was 80,479, with the largest shareholder holding 35.64% of the shares[10]. Operational Challenges - The net profit decline was attributed to reduced domestic capacity utilization due to import policy impacts, increased exchange losses from currency fluctuations, and a significant drop in downstream customer demand[8]. - The company reported a net loss from non-operating income and expenses of ¥14,013,595.37 for the current period[8]. Research and Development - Research and development expenses increased to CNY 3,642,388.59, up from CNY 2,015,893.78 in the previous year, indicating a focus on innovation[17]. - The company has not disclosed any new product developments or market expansion strategies in the current report[12]. Investment and Financing - The company reported an investment income of CNY 7,938,016.60, significantly higher than CNY 2,709,058.39 in the same period last year[17]. - Net cash flow from investing activities for the first three quarters of 2022 was -CNY 154,022,997.83, worsening from -CNY 47,032,757.09 in the same period of 2021[21]. - Cash flow from financing activities for the first three quarters of 2022 resulted in a net outflow of -CNY 383,954,502.02, compared to -CNY 136,783,328.66 in 2021, indicating a decline in financing efficiency[22]. - The company received CNY 964,658,842.05 in cash from borrowings during the first three quarters of 2022, down from CNY 1,607,517,121.31 in the same period of 2021, indicating a reduction of about 40%[22].

Financial Performance - The company's operating revenue for Q1 2022 was CNY 1,963,628,722.40, a decrease of 1.61% compared to the same period last year[5] - The net profit attributable to shareholders was CNY 149,346,011.98, down 26.29% year-on-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 144,726,594.57, a decline of 29.28% compared to the previous year[5] - The basic and diluted earnings per share were both CNY 0.0678, reflecting a decrease of 26.30%[6] - Total operating revenue for Q1 2022 was CNY 1,963,628,722.40, a decrease of 1.6% from CNY 1,995,785,766.65 in Q1 2021[15] - Net profit for Q1 2022 was CNY 149,346,007.90, down 26.3% from CNY 202,616,939.22 in Q1 2021[15] - Earnings per share for Q1 2022 was CNY 0.0678, compared to CNY 0.0920 in Q1 2021[16] Assets and Liabilities - Total assets at the end of the reporting period were CNY 5,631,553,445.00, down 2.05% from the end of the previous year[6] - Total assets decreased to CNY 5,631,553,445.00 from CNY 5,749,454,459.68 at the end of the previous period[12] - Total liabilities decreased to CNY 1,657,194,922.93 from CNY 1,885,039,236.29[12] - Long-term borrowings increased significantly to CNY 217,810,663.02 from CNY 28,852,913.71[12] - The total equity attributable to shareholders of the parent company increased to CNY 3,974,370,145.72 from CNY 3,864,426,842.96[12] Cash Flow - The net cash flow from operating activities was CNY 466,787,300.20, with significant changes attributed to increased customer payments and reduced raw material purchases[6] - In Q1 2022, the cash inflow from operating activities was CNY 2,065,947,437.52, an increase of 12.9% compared to CNY 1,829,270,287.46 in Q1 2021[18] - The net cash flow from operating activities was CNY 466,787,300.20, a significant recovery from a negative cash flow of CNY -29,424,920.68 in the same period last year[18] - The cash outflow for purchasing goods and services was CNY 1,332,440,723.16, down from CNY 1,696,179,206.15 in Q1 2021, indicating improved cost management[18] - The net cash flow from investing activities was CNY -40,314,867.77, a decline from CNY 72,813,456.94 in Q1 2021, reflecting reduced investment returns[18] - Cash inflow from financing activities was CNY 395,245,160.40, down 45.4% from CNY 723,880,377.75 in Q1 2021[19] - The net cash flow from financing activities was CNY -111,874,650.96, compared to a positive cash flow of CNY 90,782,005.85 in the same quarter last year[19] - The total cash and cash equivalents at the end of Q1 2022 amounted to CNY 1,111,095,332.52, up from CNY 809,740,447.18 at the end of Q1 2021[19] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 87,577[8] - The largest shareholder, Yiqiu (Hong Kong) Co., Ltd., held 784,514,000 shares, accounting for 35.64% of the total shares[8] Expenses - Total operating costs increased to CNY 1,766,890,519.50, up 3.9% from CNY 1,703,736,794.75 in the same period last year[15] - Research and development expenses rose to CNY 1,099,760.42, an increase from CNY 660,383.29 in the previous year[15] - The company paid CNY 156,932,654.53 in employee compensation, an increase from CNY 130,118,092.60 in Q1 2021, reflecting a focus on workforce investment[18] - The cash outflow for taxes paid was CNY 103,147,080.88, significantly higher than CNY 26,925,108.09 in Q1 2021, indicating increased tax liabilities[18] Other Comprehensive Income - Other comprehensive income after tax was CNY -40,465,203.67, compared to CNY -29,731,197.75 in Q1 2021[16]

Financial Performance - The company's operating revenue for Q3 2021 was CNY 2,051,722,311.01, representing a year-on-year increase of 25.20%[5] - The net profit attributable to shareholders for the same period was CNY 226,393,252.61, up 30.64% year-on-year[5] - The basic earnings per share for Q3 2021 was CNY 0.1029, reflecting a 30.75% increase compared to the same period last year[6] - Total operating revenue for the first three quarters of 2021 reached ¥6,002,899,698.97, a significant increase from ¥4,044,629,837.68 in the same period of 2020, representing a growth of approximately 48.4%[17] - Net profit for the first three quarters of 2021 was ¥652,702,375.43, compared to ¥274,125,044.08 in 2020, indicating an increase of about 138.5%[18] - Basic earnings per share for the first three quarters of 2021 were ¥0.2965, compared to ¥0.1245 in the same period of 2020, representing an increase of approximately 138.5%[19] Assets and Liabilities - The total assets at the end of the reporting period amounted to CNY 5,764,561,431.77, an increase of 11.90% from the end of the previous year[6] - Total current assets as of September 30, 2021, amounted to ¥4,093,612,786.33, an increase from ¥3,465,686,387.25 in the previous year[14] - The total liabilities as of the end of the third quarter of 2021 amounted to ¥2,002,563,964.21, up from ¥1,865,280,270.68 in the previous year, reflecting a growth of approximately 7.3%[16] - The company's total assets reached ¥5,764,561,431.77, compared to ¥5,151,561,108.02 in 2020, marking an increase of around 11.9%[16] Cash Flow - The company reported a net cash flow from operating activities of CNY 403,955,219.99, which decreased by 30.93% year-on-year[6] - The cash flow from operating activities for the first three quarters of 2021 was ¥5,963,601,770.09, compared to ¥4,131,757,696.35 in 2020, showing a growth of approximately 44.4%[20] - The net cash inflow from operating activities was CNY 403,955,219.99, a decrease of 30.8% compared to CNY 584,870,842.78 in the previous year[21] - Total cash outflow from operating activities was CNY 5,594,410,073.12, an increase from CNY 3,567,123,769.80 year-over-year[21] Shareholder Information - Total number of common shareholders at the end of the reporting period was 85,479[11] - The largest shareholder, 怡球(香港)有限公司, holds 784,514,000 shares, representing 35.64% of total shares[11] - The company has a total of 10 major shareholders with significant stakes, including both natural and corporate entities[11] Operational Insights - The company experienced a significant increase in contract liabilities, which rose by 291.27% due to increased advance payments from new customers[9] - Non-operating income surged by 577.32% primarily due to financial subsidies received by subsidiaries[9] - The company plans to continue expanding its market presence and developing new products to sustain growth[9] - The company has not disclosed any significant changes in its operational strategies or future outlook during the reporting period[12] Costs and Expenses - The company's gross profit margin improved, with operating costs rising by 43.49% due to increased sales volume and prices of main products[9] - The total operating costs for the first three quarters of 2021 were ¥5,155,981,395.02, compared to ¥3,676,511,666.71 in 2020, indicating an increase of approximately 40.2%[17] - Research and development expenses for the first three quarters of 2021 were ¥2,015,893.78, up from ¥1,693,692.48 in 2020, indicating an increase of about 19.1%[17]

Financial Performance - The company's operating revenue for the first half of 2021 was approximately CNY 3.95 billion, representing a 64.23% increase compared to CNY 2.41 billion in the same period last year[20]. - Net profit attributable to shareholders for the first half of 2021 reached approximately CNY 426.31 million, a significant increase of 322.78% from CNY 100.84 million in the previous year[20]. - The basic earnings per share for the first half of 2021 was CNY 0.1936, up 322.71% from CNY 0.0458 in the same period last year[20]. - The weighted average return on net assets increased to 12.18%, up 8.57 percentage points from 3.61% in the previous year[20]. - The company reported a net profit of CNY 429.64 million after deducting non-recurring gains and losses, which is an increase of 281.68% from CNY 112.56 million in the same period last year[20]. - The company's net profit attributable to the parent company for the first half of 2021 was ¥426,309,158.10, a year-on-year increase of 322.78% compared to ¥100,835,405.91 in the same period last year, mainly due to the rise in both price and volume of black and non-ferrous metals[39]. - The company's operating revenue for the reporting period was ¥3,951,177,387.96, representing a 64.23% increase from ¥2,405,827,365.48 in the same period last year[41]. - Operating profit for the first half of 2021 was ¥537,926,673.88, compared to ¥120,808,888.64 in the first half of 2020, reflecting a growth of 345.5%[99]. - The company reported a net profit margin improvement, with undistributed profits increasing to ¥1,262,532,795.20 from ¥979,322,962.70, a growth of about 28.9%[92]. Cash Flow and Assets - The net cash flow from operating activities was CNY 188.44 million, a decrease of 57.28% compared to CNY 441.13 million in the same period last year[20]. - Total assets at the end of the reporting period were approximately CNY 5.53 billion, reflecting a 7.40% increase from CNY 5.15 billion at the end of the previous year[20]. - The company's total current assets as of June 30, 2021, amount to RMB 3,896,190,314.59, an increase from RMB 3,465,686,387.25 at the end of 2020[90]. - The company's cash and cash equivalents increased to RMB 796,451,650.61 from RMB 677,431,922.17 year-over-year[90]. - Inventory levels rose to RMB 1,694,719,824.65, compared to RMB 1,501,397,703.25 at the end of 2020, indicating a growth in stock[90]. - Accounts receivable rose by 31.89% to ¥834.43 million, reflecting increased sales of main products[45]. - The company's intangible assets increased by 433.73% to ¥305.99 million, due to the completion of land rights procedures in Malaysia[45]. - The total liabilities rose to ¥2,012,602,387.75, compared to ¥1,865,280,270.68, indicating an increase of about 7.4%[91]. - Owner's equity reached ¥3,520,059,194.71, up from ¥3,286,280,837.34, reflecting a growth of approximately 7.1%[92]. Market Position and Operations - The company is a leading player in the recycled aluminum industry, producing various specifications of aluminum alloy ingots, which are essential materials for national economic construction and consumer goods production[24]. - The company operates two production bases in Suzhou and Malaysia, utilizing an "order-driven production" model to align production with customer demand[25]. - The company has established a global procurement network, with raw material procurement increasing from domestic sources, although domestic waste recycling market remains underdeveloped, leading to higher production costs compared to international standards[25]. - The company has over 20 processing plants in the U.S., making it one of the top 20 metal recycling companies, with a customer base extending to the U.S., China, Southeast Asia, and India[26]. - The company has established long-term contracts with key customers to ensure stable sales volumes in the waste recycling sector[28]. - The company has implemented risk management measures to mitigate the impact of price fluctuations in the international metal market on its operations[26]. - The company has a strong customer base, supplying products to well-known automotive and electronics manufacturers, which creates customer stickiness due to strict quality requirements[33]. - The company has continuously improved its production processes and technology, leading to enhanced production efficiency and reduced costs, thereby increasing profitability[32]. Environmental and Regulatory Compliance - The company has implemented effective pollution control measures, including three bag dust collectors and a wastewater treatment system, ensuring compliance with environmental standards[63]. - The company has established an emergency response plan for environmental incidents, demonstrating proactive risk management[65]. - The company has received approval for all construction projects from environmental authorities, ensuring compliance with legal requirements[64]. - The company is committed to continuous improvement in environmental management according to ISO14001 standards[67]. - The company has implemented the ISO50001 energy management system to reduce carbon emissions and promote energy efficiency[68]. Future Outlook and Strategic Initiatives - The demand for aluminum is expected to grow rapidly due to emerging industries such as new energy vehicles and 5G infrastructure, indicating a promising market outlook[31]. - The company plans to continue expanding its market presence and investing in new technologies and products to sustain growth in the upcoming periods[99]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its product offerings[113]. - The future outlook remains cautiously optimistic, with performance guidance indicating a potential recovery in the upcoming quarters[113]. - The company has allocated resources for research and development, aiming to innovate and improve existing product lines[113]. - The company plans to enhance its market expansion strategies, focusing on new product development and technological advancements[113]. Shareholder and Capital Structure - The company has not disclosed any plans for profit distribution or capital reserve transfer during this reporting period[6]. - The company has not distributed dividends or increased capital reserves in the first half of the year, indicating a focus on reinvestment[56]. - The total number of ordinary shareholders at the end of the reporting period was 85,277[79]. - The top ten shareholders include Yiqiu (Hong Kong) Limited holding 35.63% with 784,514,000 shares, and Lin Shengzhi holding 8.01% with 176,326,086 shares[81]. - The company has a total of 14,575,051 shares held by equity incentive recipients, which are subject to lock-up conditions[84]. - The company has committed to distributing at least 20% of the annual distributable profits from its overseas subsidiary in Malaysia in cash[72]. Legal and Compliance Issues - As of May 6, 2020, 51 investors have filed lawsuits against the company for alleged false statements, creating uncertainty regarding the potential impact on the company[53]. - There were no significant lawsuits or arbitration matters during the reporting period[74]. - The company has not reported any administrative penalties related to environmental issues during the reporting period[67]. Financial Management and Accounting Policies - The financial statements are prepared based on the assumption of going concern, with no significant doubts about the company's ability to continue operations[144]. - The company follows specific accounting policies for inventory valuation, accounts receivable impairment, and income recognition, which may significantly impact future financial results[145]. - The company recognizes financial assets or liabilities when it becomes a party to a financial instrument contract[169]. - Financial assets are classified into three categories based on the business model and cash flow characteristics: amortized cost, fair value through other comprehensive income, and fair value through profit or loss[170]. - The company assesses the degree of risk and rewards retained when transferring financial assets, determining whether to derecognize the asset based on the transfer conditions[182].