证券代码：600031 证券简称：三一重工 公告编号：2025-042 三一重工股份有限公司 第九届董事会第一次会议决议公告 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。 三一重工股份有限公司（以下简称"公司"）第九届董事会第一次会议于 2025 年 4 月 22 日以通讯表决方式召开。会议应参加表决的董事 7 人，实际参加表决的 董事 7 人。会议符合《公司法》和《公司章程》的有关规定，审议通过以下议案： 一、审议通过《关于选举第九届董事会董事长、副董事长的议案》 根据《公司法》等有关法律法规以及《公司章程》的规定，选举向文波先生 为公司第九届董事会董事长，选举俞宏福先生为公司第九届董事会副董事长，任 期自本次董事会选举通过之日起至本届董事会届满。 表决结果： 7票同意， 0 票反对， 0 票弃权。 三、审议通过《关于修订董事会部分委员会工作细则的议案》 根据《公司法》等有关法律法规以及《公司章程》的规定，结合公司实际情 况，现将公司董事会战略委员会委员、薪酬与考核委员会、可持续发展委员的委 员组成均由5人调整为3 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company reported a revenue of 78.383 billion yuan for 2024, representing a year-on-year increase of 5.90%, and a net profit attributable to shareholders of 5.975 billion yuan, up 31.98% year-on-year [2][6]. - The domestic excavator business is expected to benefit from industry recovery, while the performance of late-cycle products may still face some drag. The company's international main business revenue is projected to grow by 12.15% year-on-year, with international revenue accounting for 63.98% of total revenue, an increase of 3.49 percentage points [2][12]. - The company's gross margin has steadily improved, and net cash flow from operating activities has surged by nearly 160%, indicating enhanced operational quality [2][12]. Summary by Sections Financial Performance - In Q4 2024, the company achieved a revenue of 20.023 billion yuan, a year-on-year increase of 12.12%, and a net profit of 1.107 billion yuan, up 141.15% year-on-year [6]. - The company’s gross margin for its main business reached 26.63% in 2024, reflecting a year-on-year increase of 0.47 percentage points due to product mix optimization and a higher proportion of high-margin international revenue [12]. Market Position and Strategy - The company is a leading player in the domestic engineering machinery sector, with a robust global strategy that continues to deepen. The expectation for 2025 is that domestic industry sales will be revised upward, and the company is well-positioned to benefit from this trend [12]. - The company has established a comprehensive overseas market channel system with over 400 subsidiaries and joint ventures, enhancing its international competitiveness [12]. Future Outlook - The company is projected to achieve net profits of 8.633 billion yuan and 10.995 billion yuan in 2025 and 2026, respectively, with corresponding price-to-earnings ratios of 19 times and 15 times [12].

Investment Rating - The report maintains a "Buy" rating for SANY Heavy Industry [1][5]. Core Views - The company achieved a revenue of 78.383 billion yuan in 2024, representing a year-on-year growth of 5.90%, with a net profit of 5.975 billion yuan, up 31.98% year-on-year [5]. - The gross margin was 26.43%, a decrease of 1.28 percentage points, while the net margin improved by 1.54 percentage points to 7.83% [5]. - The company continues to enhance its core competitiveness, with excavator revenue reaching 30.374 billion yuan, a 9.91% increase, maintaining its position as the domestic sales champion for 14 consecutive years [5]. - The internationalization strategy is yielding results, with overseas revenue of 48.862 billion yuan, a year-on-year increase of 12.16%, accounting for 62.34% of total revenue [5]. Summary by Sections Financial Performance - In Q4 2024, the company reported a revenue of 20.023 billion yuan, a 12.12% increase year-on-year, and a net profit of 1.107 billion yuan, up 141.15% year-on-year [5]. - The company forecasts revenues of 87.980 billion yuan, 99.898 billion yuan, and 113.606 billion yuan for 2025, 2026, and 2027 respectively [7]. Market Position - The concrete machinery segment generated 14.368 billion yuan, a decrease of 6.18%, while the road machinery segment saw a 20.75% increase in revenue to 3.001 billion yuan [5]. - The company’s new energy products achieved revenue of 4.025 billion yuan, growing by 22.86% [5]. International Strategy - The company has expanded its international presence, with sales covering over 150 countries and regions, and significant growth in Africa, where revenue increased by 44.02% [5]. - The Asia-Pacific region generated 20.570 billion yuan, a 15.47% increase, while Europe and the Americas saw modest growth [5].

Investment Rating - The report maintains an "Overweight" (OW) rating for SANY Heavy Industry, indicating a positive outlook for the company's stock performance [3][5][13]. Core Insights - SANY Heavy Industry reported a strong fiscal year 2024, with a 32% year-over-year increase in net profit, reaching Rmb6 billion, and a significant surge in free cash flow (FCF) [2][5]. - The company's overseas revenue constituted 64% of total sales, reflecting a 12% year-over-year growth, with a gross profit margin (GPM) of 30%, significantly higher than the domestic GPM [3][6][12]. - SANY's strategic focus includes overseas expansion, electrification, and enhancing product intelligence, while addressing challenges such as tariff disruptions and domestic market changes [3][7][13]. Financial Performance Summary - In FY24, SANY's total revenue reached Rmb78.383 billion, a 5.9% increase from FY23, with a gross profit margin improvement to 26.7% [9][12]. - Operating cash flow hit an all-time high of Rmb15 billion, attributed to high-quality sales and favorable payment conditions, while capital expenditures were reduced by 36% year-over-year to Rmb3 billion [5][9]. - The net margin improved to 7.6%, up from 6.1% in FY23, driven by effective cost management and a positive product mix [2][5][9]. Strategic Initiatives - SANY is actively pursuing growth opportunities in emerging markets, particularly in Latin America, Asia Pacific, Africa, and the Middle East, with expectations for revenue growth exceeding 20% year-over-year in 2025 [6][7]. - The company launched over 40 electric products in 2024, generating Rmb4 billion in revenue from new energy products, which accounted for 5% of total revenue [7][12]. - SANY plans to enhance its product intelligence through increased R&D investment, focusing on integrating advanced technologies and leveraging AI for improved service offerings [7][12].

Meeting Overview - The second extraordinary general meeting of shareholders for SANY Heavy Industry Co., Ltd. was held on April 21, 2025, in Changsha, Hunan Province [2] - The meeting was convened by the board of directors and conducted through a combination of on-site and online voting, complying with the Company Law and the Articles of Association [2] Attendance - Out of 9 current directors, 2 attended the meeting, while 7 were absent due to work commitments [3] - Out of 3 current supervisors, 2 attended, with 1 absent for work reasons [3] - The board secretary and some senior executives were present at the meeting [3] Resolutions Passed - The proposal for the company to issue H-shares and list on the Hong Kong Stock Exchange was approved [4] - Various aspects of the H-share issuance, including types and par value of shares, issuance timing, method, scale, pricing, and target investors, were all approved [5][6] - The resolution regarding the use of funds raised from the H-share issuance was also approved [6] - The company was authorized to handle all matters related to the H-share issuance and listing [6] - The proposal for the distribution of retained earnings prior to the H-share issuance was approved [6] - The draft of the new Articles of Association applicable after the H-share issuance was approved [6] - The company’s internal governance structure was revised to align with the H-share issuance [7] - The appointment of an auditing firm for the H-share issuance and post-listing was approved [7] - The adjustment of independent director remuneration and the determination of director roles were also approved [7] - The employee stock ownership plan for 2025 and its management measures were approved [8] Legal Confirmation - The meeting was witnessed by Hunan Qiyuan Law Firm, confirming that the convening and procedures of the meeting complied with relevant laws and regulations [8]

Investment Rating - The report assigns a "Buy-A" rating for the company, indicating a positive outlook for its stock performance in the upcoming months [5][13]. Core Insights - The company reported a revenue of 78.38 billion yuan for 2024, reflecting a year-on-year increase of 5.90%. The net profit attributable to shareholders was 5.98 billion yuan, up 31.98% year-on-year [6][15]. - The company has shown significant improvement in cash flow, with net cash flow from operating activities reaching 14.81 billion yuan, a substantial increase of 159.53% year-on-year [9]. - The company is focusing on high-quality development and has proposed a cash dividend of 3.6 yuan per 10 shares, totaling 3 billion yuan, with a dividend payout ratio of 50.78% [9]. Financial Performance - The company achieved a basic earnings per share (EPS) of 0.71 yuan for 2024, with a projected EPS of 1.01 yuan for 2025 [4][15]. - The return on equity (ROE) for 2024 was 8.35%, with expectations to rise to 10.7% by 2025 [4][15]. - The gross profit margin for 2024 was reported at 27.0%, with projections for slight improvements in the following years [15][19]. Market Position and Growth - The company has maintained its position as the domestic sales champion for excavators for 14 consecutive years, contributing 40% to its revenue [7]. - The international business segment generated 48.5 billion yuan in revenue, accounting for 64% of the main business, with a year-on-year growth of 12.15% [8]. - The company is leading in low-carbon and intelligent development, with revenue from new energy products reaching 4.03 billion yuan, a year-on-year increase of 23% [8]. Future Projections - Revenue is expected to grow to 88.74 billion yuan in 2025, with a projected net profit of 8.54 billion yuan, reflecting a year-on-year growth of 42.9% [15][19]. - The company anticipates a steady increase in its market share and profitability, with a projected PE ratio decreasing from 27.3 in 2024 to 19.1 in 2025 [15][19].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company reported a revenue of 78.383 billion yuan for 2024, a year-on-year increase of 5.90%, and a net profit attributable to shareholders of 5.975 billion yuan, up 31.98% year-on-year [4] - The fourth quarter revenue reached 20.023 billion yuan, reflecting a 12.12% year-on-year growth, with a net profit of 1.107 billion yuan, marking a significant increase of 141.15% year-on-year [4] - The company has shown strong performance in overseas markets, particularly in Africa and Asia-Pacific, with overseas sales revenue of 48.862 billion yuan, a year-on-year increase of 12.16% [7] - The company has improved its profitability, with a net profit margin of 7.83%, up 1.54 percentage points year-on-year, and a gross margin of 26.63%, an increase of 0.47 percentage points [7] - The company plans to distribute a cash dividend of 3.034 billion yuan, raising the dividend payout ratio to 50.78% [7] - The profit forecasts for 2025-2027 have been raised, with expected net profits of 8.039 billion yuan, 10.148 billion yuan, and 12.685 billion yuan respectively [7] Financial Data and Profit Forecast - Total revenue projections for 2023 to 2027 are as follows: 74.019 billion yuan (2023), 78.383 billion yuan (2024), 89.072 billion yuan (2025E), 102.355 billion yuan (2026E), and 117.824 billion yuan (2027E) [6] - The expected net profit for 2023 to 2027 is projected to be: 4.527 billion yuan (2023), 5.975 billion yuan (2024), 8.039 billion yuan (2025E), 10.148 billion yuan (2026E), and 12.685 billion yuan (2027E) [6] - The company’s earnings per share are forecasted to be: 0.53 yuan (2023), 0.71 yuan (2024), 0.95 yuan (2025E), 1.20 yuan (2026E), and 1.50 yuan (2027E) [6]

三一重工股份有限公司 章 程 二 ○ 二五年四 月 二 十 一 日 | 第一章 | 总 | 则 1 | | --- | --- | --- | | 第二章 | | 经营宗旨和范围 2 | | 第三章 | | 股份 2 | | 第一节 | | 股份发行 3 | | 第二节 | | 股份增减和回购 3 | | 第三节 | | 股份转让 5 | | 第四章 | | 股东和股东会 5 | | 第一节 | | 股东 5 | | 第二节 | | 控股股东和实际控制人 8 | | 第三节 | | 股东会的一般规定 9 | | 第四节 | | 股东会的召集 12 | | 第五节 | | 股东会的提案与通知 13 | | 第六节 | | 股东会的召开 15 | | 第七节 | | 股东会的表决和决议 18 | | 第五章 | | 董事会 22 | | 第一节 | | 董 事 22 | | 第二节 | | 董事会 25 | | 第三节 | | 独立董事 29 | | 第四节 | | 董事会专门委员会 31 | | 第六章 | | 总裁及其他高级管理人员 33 | | 第七章 | | 监事会 35 | | 第一节 | | 监 事 ...

湖南启元律师事务所 关于三一重工股份有限公司 2025 年第二次临时股东大会的 法律意见书 2025 年 4 月 致：三一重工股份有限公司 湖南启元律师事务所（以下简称"本所"）接受三一重工股份有限公司（以下 简称"公司"）委托，指派律师出席公司 2025 年第二次临时股东大会（以下简称"本 次股东大会"）。根据《中华人民共和国公司法》（以下简称"《公司法》"）《上 市公司股东会规则》（以下简称"《股东会规则》"）等中国现行法律、法规、规 章和规范性文件以及《三一重工股份有限公司章程》（以下简称"《公司章程》"） 的相关规定，就公司本次股东大会的召集、召开程序、出席会议的人员资格、召 集人资格、表决程序及表决结果等事宜出具本法律意见书。 为出具本法律意见书，本所律师出席了本次股东大会，并核查和验证了公司 提供的与本次股东大会有关的文件、资料，同时听取了公司就有关事实的陈述和 说明。 本所出具本法律意见书是基于公司向本所保证；公司已向本所提供了为出具 本法律意见书所必需的资料和信息，一切足以影响本法律意见书的事实和资料均 已向本所披露；公司向本所提供的所有资料和信息均真实、准确、完整，不存在 任何虚假记载、误导 ...

证券代码：600031 证券简称：三一重工 公告编号：2025-041 三一重工股份有限公司 2025 年第二次临时股东大会决议公告 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法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 3,207 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 3,304,878,370 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 38.9957 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由董事会召集，采用现场投票与网络投票相结合的方式进行表决，符合 (一) 股东大会召开的时间：2025 年 4 月 21 日 (二) 股东大会召开的地点：湖南省长沙市长沙县三一产业园行政中心一号会 议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 《公司法》和《公司章程》的有关规定；本次会议由 ...