重要内容提示： 一、 召开会议的基本情况 召开的日期时间：2024 年 8 月 2 日 14 点 30 分 召开地点：河南省洛阳市建设路 154 号公司会议室 (五) 网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 证券代码：601038 证券简称：一拖股份 公告编号：临 2024-25 第一拖拉机股份有限公司 关于召开 2024 年第一次临时股东大会的通知 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。 网络投票起止时间：自 2024 年 8 月 2 日至 2024 年 8 月 2 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间 为股东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00； 通过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六) 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 1 股东大会召开日期：2024年8月2日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网 ...

证券代码：601038 证券简称：一拖股份 公告编号：临 2024-19 第一拖拉机股份有限公司 2023 年度股东周年大会、2024 年第一次 A 股类别股东会及 2024 年 第一次 H 股类别股东会决议公告 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：有 《关于修订公司<章程>的议案》和《关于修订公司<股东大会议事规则>的议 案》未获得 2024 年第一次 H 股类别股东会议审议通过。 一、 会议召开和出席情况 (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。 本次股东大会由公司董事会召集，董事长刘继国先生因其他工作安排无法出 席本次会议，经董事推举，魏涛董事主持会议。会议采用现场投票与网络投票相 结合的表决方式，会议的召开和表决符合《公司法》及公司《章程》的规定。 (五) 公司董事、监事和董事会秘书的出席情况 2. 2024 年第一次 A 股类别股东会议： 1、出席会议的股东和代理人人数 14 2、出席会议的股东所持有表决权的股份总数（股） 567,9 ...

Financial Performance - The company's operating revenue for Q1 2024 was RMB 4,655,884,153.40, representing an increase of 11.11% compared to the same period last year[5]. - Net profit attributable to shareholders was RMB 599,396,148.31, reflecting a growth of 23.40% year-on-year[5]. - Total revenue for Q1 2024 reached RMB 4,655,884,153.40, an increase of 11.0% compared to RMB 4,194,351,167.11 in Q1 2023[21]. - Net profit for Q1 2024 was RMB 606,903,187.48, a significant increase from RMB 496,310,653.08 in Q1 2023, representing a growth of 22.3%[25]. - The total comprehensive income attributable to shareholders of the parent company for Q1 2024 was RMB 599,396,148.31, compared to RMB 485,733,620.69 in Q1 2023, an increase of 23.4%[25]. - Total comprehensive income for Q1 2024 reached ¥606.91 million, up from ¥496.51 million in Q1 2023, representing a growth of 22.3%[27]. - Basic and diluted earnings per share for Q1 2024 were both ¥0.5334, compared to ¥0.4323 in Q1 2023, reflecting an increase of 23.4%[27]. Cash Flow - The net cash flow from operating activities increased significantly by 59.83%, amounting to RMB 247,036,905.03, driven by increased sales and improved cash collection[5][8]. - Cash inflow from operating activities in Q1 2024 was ¥2.80 billion, compared to ¥2.71 billion in Q1 2023, indicating a rise of 3.3%[29]. - Net cash flow from operating activities for Q1 2024 was ¥247.04 million, an increase of 60% from ¥154.56 million in Q1 2023[30]. - Cash outflow from investing activities in Q1 2024 totaled ¥518.36 million, a decrease from ¥1.11 billion in Q1 2023, showing a reduction of 53.3%[32]. - Net cash flow from investing activities for Q1 2024 was -¥518.01 million, compared to -¥1.11 billion in Q1 2023, indicating an improvement of 53.3%[32]. - Cash outflow from financing activities in Q1 2024 was ¥3.41 million, down from ¥6.08 million in Q1 2023, reflecting a decrease of 43.9%[34]. - The impact of exchange rate changes on cash and cash equivalents in Q1 2024 was positive at ¥1.55 million, compared to a negative impact of ¥996.92 thousand in Q1 2023[35]. - The ending balance of cash and cash equivalents for Q1 2024 was ¥1.95 billion, down from ¥2.56 billion in Q1 2023, a decrease of 23.7%[35]. Assets and Liabilities - The total assets at the end of the reporting period reached RMB 15,357,505,624.41, up 11.15% from the previous year[5]. - The total current assets as of March 31, 2024, amounted to RMB 7,774,698,601.37, an increase from RMB 6,487,671,852.68 as of December 31, 2023, representing a growth of approximately 19.87%[16]. - The total liabilities as of March 31, 2024, were RMB 6,976,122,850.66, compared to RMB 6,044,604,287.57 as of December 31, 2023, indicating an increase of about 15.43%[18]. - The company's total liabilities increased to RMB 7,529,602,886.23 as of March 31, 2024, compared to RMB 6,597,932,308.41 at the end of 2023, reflecting a rise of 14.1%[20]. - The total equity attributable to shareholders was RMB 7,293,050,377.51, an increase of 8.99% compared to the end of the previous year[5]. - Shareholders' equity rose to RMB 7,827,902,738.18 as of March 31, 2024, compared to RMB 7,219,329,663.38 at the end of 2023, indicating an increase of 8.4%[20]. - The non-current assets totaled RMB 7,582,807,023.04 as of March 31, 2024, compared to RMB 7,329,590,119.11, reflecting a growth of about 3.45%[17]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 22,639, with 22,323 being A-share holders[9]. - The largest shareholder, China Yituo Group Co., Ltd., holds 48.81% of the shares[10]. - The company issued 137,795,275 shares of RMB ordinary shares to its controlling shareholder, which will become tradable on February 23, 2024, after the lock-up period expires[14]. Research and Development - Research and development expenses for Q1 2024 were RMB 95,205,504.15, up from RMB 82,656,071.97 in Q1 2023, marking a growth of 15.2%[21]. Other Financial Metrics - The weighted average return on net assets rose by 0.74 percentage points to 8.57%[5]. - The company recognized non-recurring gains of RMB 3,096,576.09 during the reporting period[7]. - Deferred income increased to RMB 183,880,508.36 as of March 31, 2024, compared to RMB 181,945,272.97 at the end of 2023, a rise of 1.1%[19]. - The company reported investment income of RMB 41,123,380.20 in Q1 2024, compared to RMB 28,232,071.57 in Q1 2023, reflecting a growth of 45.5%[23]. - The company's long-term borrowings remained stable at RMB 200,000,000.00 as of March 31, 2024, unchanged from the previous period[19]. - The company's cash and cash equivalents decreased to RMB 2,412,947,634.63 from RMB 2,769,578,885.96, a decline of about 12.87%[16]. - Accounts receivable increased significantly to RMB 1,689,563,565.01 from RMB 331,205,994.88, reflecting a growth of approximately 409.73%[16]. - The company's inventory decreased to RMB 1,426,754,223.21 from RMB 1,514,190,377.68, a decline of approximately 5.78%[16]. - The company's short-term borrowings and other current liabilities are being closely monitored as part of its financial strategy[18]. - The company reported no net profit from merged entities in both the current and previous periods[27].

Financial Performance - The company's operating revenue for the reporting period was CNY 4,655,884,153.40, representing an increase of 11.11% compared to the same period last year[3]. - The net profit attributable to shareholders of the listed company was CNY 599,396,148.31, reflecting a growth of 23.40% year-on-year[3]. - Basic earnings per share were CNY 0.5334, up 23.39% from the previous year[3]. - The total comprehensive income attributable to the parent company reached CNY 599,715,806.95, an increase from CNY 485,432,096.26 in the same period last year, representing a growth of approximately 23.5%[20]. - Basic and diluted earnings per share increased to CNY 0.5334 from CNY 0.4323, reflecting a rise of about 23.4% year-over-year[20]. - Total operating revenue for Q1 2024 reached RMB 4,655,884,153.40, an increase of 10.99% compared to RMB 4,194,351,167.11 in Q1 2023[28]. - Total operating costs for Q1 2024 were RMB 4,058,553,977.84, up from RMB 3,726,461,515.15 in Q1 2023, reflecting a year-over-year increase of 8.91%[28]. Cash Flow and Liquidity - The net cash flow from operating activities increased by 59.83% to CNY 247,036,905.03, driven by higher sales and improved collection of receivables[3][13]. - Cash inflows from operating activities totaled CNY 2,797,851,053.67, compared to CNY 2,711,065,456.50 in the previous year, marking an increase of approximately 3.2%[21]. - The cash received from tax refunds was CNY 121,638,072.16, compared to CNY 88,799,983.47 in the previous year, showing an increase of approximately 37.0%[21]. - The net increase in cash and cash equivalents for Q1 2024 was RMB -272,834,441.43, an improvement from RMB -959,146,359.28 in Q1 2023[33]. - The company reported a net cash outflow from investing activities of RMB 518,012,197.59 in Q1 2024, compared to RMB 1,106,629,376.91 in Q1 2023, showing a reduction in cash outflow[33]. Assets and Liabilities - Total assets at the end of the reporting period reached CNY 15,357,505,624.41, an increase of 11.15% compared to the end of the previous year[3]. - The total assets of the company amounted to CNY 15,357,505,624.41, up from CNY 13,817,261,971.79, indicating a growth of about 11.1% year-over-year[25]. - The total liabilities increased to CNY 7,529,602,886.23 from CNY 6,597,932,308.41, which is an increase of approximately 14.1%[27]. - The company's total equity attributable to shareholders reached CNY 7,293,050,377.51, an increase from CNY 6,691,690,666.55, representing a growth of about 9.0%[27]. - The company's inventory decreased to CNY 1.43 billion from CNY 1.51 billion, reflecting a reduction of 5.06%[55]. - The accounts receivable increased significantly to CNY 1.69 billion from CNY 331.21 million, marking a growth of 409.73%[55]. - The total amount of other receivables increased to CNY 48.30 million from CNY 24.67 million, a growth of 96.67%[55]. - The prepayments increased to CNY 315.39 million from CNY 210.73 million, reflecting a rise of 49.59%[55]. Shareholder Information - The total number of common shareholders at the end of the reporting period was 22,639, with 22,323 being A-share holders[8]. - The company has no related party relationships among its top ten shareholders, ensuring independent operations[11]. Other Financial Metrics - The weighted average return on equity rose by 0.74 percentage points to 8.57%[3]. - The company reported structural deposit income of CNY 1,531,624.05 as part of its daily fund management activities[4]. - The company recorded a total of RMB 80,257,788.48 in other income for Q1 2024, significantly higher than RMB 5,501,799.89 in Q1 2023[28]. - The company reported a decrease in other comprehensive income, with a net amount of CNY -13,604,071.37 compared to CNY -13,923,730.01 in the previous year[27]. Future Plans and Developments - The company is in the process of publicly transferring its 0.8827% stake in Zhongyuan Bank, with no interested buyers identified as of the report date[54]. - The company plans to continue advancing the major asset sale related to its subsidiary, Yitu Diesel Engine[54]. - The company has not disclosed any new product or technology developments in this report[56]. - The company has not reported any restricted shares being released from lock-up as of the current report[53].

Financial Performance - Total operating revenue for 2023 was RMB 11,533,786,779.44, a decrease of 8.20% compared to 2022 [16] - Net profit attributable to shareholders of the listed company in 2023 was RMB 997,022,699.99, an increase of 46.39% compared to 2022 [16] - Net cash flow from operating activities in 2023 was RMB 1,056,261,600.78, a decrease of 70.68% compared to 2022 [16] - Basic earnings per share in 2023 were RMB 0.8873, an increase of 46.39% compared to 2022 [17] - Weighted average return on equity in 2023 was 15.76%, an increase of 3.77 percentage points compared to 2022 [17] - Revenue for 2023 was RMB 11.53 billion, a decrease of 7.44% year-over-year [26] - Net profit attributable to shareholders of the parent company was RMB 997.02 million, an increase of 46.39% year-over-year [26] - Total assets for 2023 were RMB 13.82 billion, an increase from RMB 12.99 billion in 2022 [25] - Total liabilities for 2023 were RMB 6.60 billion, slightly up from RMB 6.49 billion in 2022 [25] - Shareholders' equity for 2023 was RMB 7.22 billion, up from RMB 6.50 billion in 2022 [25] - Revenue decreased by 7.44% to RMB 11,528,160,755.86 compared to the previous year [43] - Operating costs decreased by 7.63% to RMB 9,696,630,033.53 [43] - R&D expenses decreased by 12.75% to RMB 461,344,381.32 [43] - Sales expenses increased by 8.41% to RMB 240,891,055.45 [43] - Investment income surged by 1,576.20% to RMB 122,157,792.20 [43] - Net cash flow from operating activities decreased by 70.68% to RMB 1,056,261,600.78 [43] - Revenue from the equipment manufacturing industry decreased by 7.44% year-on-year to 1,152,816 million RMB, with a gross margin increase of 0.17 percentage points to 15.89% [47] - Agricultural machinery revenue decreased by 9.32% year-on-year to 1,056,253 million RMB, with a gross margin increase of 0.45 percentage points to 14.50% [47] - Domestic revenue decreased by 10.18% year-on-year to 1,054,356 million RMB, while international revenue increased by 37.29% to 98,460 million RMB [48] - Sales through the distribution channel decreased by 15.10% year-on-year to 863,246 million RMB, while direct sales increased by 26.60% to 289,570 million RMB [48] - Material costs for agricultural machinery decreased by 10.78% year-on-year to 818,405 million RMB, accounting for 90.62% of total costs [52] - Material costs for power machinery increased by 16.91% year-on-year to 239,719 million RMB, accounting for 91.42% of total costs [52] - Sales expenses increased by 18.68 million RMB year-on-year due to increased product promotion and service support for the new National IV products [45] - R&D expenses decreased by 67.44 million RMB year-on-year due to reduced investment in National IV model development and certification [45] - Investment income increased by 114.87 million RMB year-on-year due to increased large-scale certificate of deposit purchases and improved performance of affiliated enterprises [45] - The top five customers accounted for 80,121 million RMB in sales, representing 6.95% of total annual sales, with related party sales accounting for 18,277 million RMB or 1.59% of total sales [54] - Sales to the top 5 customers totaled 14,505.21 million yuan and 14,029.57 million yuan respectively, accounting for 1.26% and 1.22% of the total annual sales [55] - Procurement from the top 5 suppliers amounted to 172,252 million yuan, accounting for 19.88% of the total annual procurement, with related party procurement of 108,504 million yuan, accounting for 12.52% [56] - R&D expenses decreased by 12.75% to 461,344,381.32 yuan, accounting for 4.00% of the total operating revenue [59][60] - The net cash flow from operating activities decreased by 2,545,745,716.57 yuan, a 70.68% decrease compared to the same period last year [65] - The company's total assets at the end of the reporting period were 1,381,726.20 million yuan, with overseas assets accounting for 0.56% of the total assets [68] - The company's restricted monetary funds at the end of the reporting period amounted to 546,368,200 yuan, including bank acceptance bill guarantees of 544,771,500 yuan [69] - The company's monetary funds decreased by 36.54% to 2,769,578,885.96 yuan, accounting for 20.04% of total assets [67] - The company's undistributed profits increased by 44.05% to 2,218,749,266.26 yuan, accounting for 16.06% of total assets [67] - Asset-liability ratio decreased by 2.24 percentage points to 47.75% compared to the beginning of the period [70] - Current ratio decreased by 0.22 to 1.07, and quick ratio decreased by 0.27 to 0.82 [70] - The company has long-term borrowings of RMB 200 million due after one year [71] - The company's subsidiary, Diesel Engine Company, sold 32,262,716 shares of Zhongyuan Bank, representing 0.8827% of the bank's equity, for RMB 667.83 million [74] - Guomao Company's net profit increased by RMB 124.92 million due to increased export sales and no new credit impairment provisions [78] - Diesel Engine Company's net profit increased by RMB 246.61 million due to reduced fair value loss on Zhongyuan Bank shares and lower tax expenses [78] - Tuoyan Company's net profit increased by RMB 5.96 million due to cost reduction and efficiency improvement [78] Dividend and Shareholder Information - The company plans to distribute a cash dividend of RMB 3.194 per 10 shares, totaling approximately RMB 358.89 million, based on the total share capital of 1,123,645,275 shares as of December 31, 2023 [2] - The company's total share capital as of December 31, 2023, is 1,123,645,275 shares [2] - The company plans to distribute a cash dividend of RMB 3.194 per 10 shares, totaling approximately RMB 358.89 million for the year 2023 [164] - The company's dividend policy mandates a minimum cash dividend payout of 25% of distributable profits, with higher payouts during periods of significant profit growth [187] - The company's cash dividend payout ratio varies based on its development stage and capital expenditure plans, ranging from 20% to 80% [188] Corporate Governance and Leadership - The company's legal representative is Liu Jiguo [8] - The company's Board Secretary is Yu Lina, and the Securities Affairs Representative is Zhang Shuang [9] - The company's Chinese name is 第一拖拉機股份有限公司, and its English name is First Tractor Company Limited [8] - The company's English abbreviation is First Tractor [8] - The company's contact address is 154 Jianshe Road, Luoyang City, Henan Province [9] - The company's telephone number is (86 379) 64967038, and the fax number is (86 379) 64967438 [9] - The company's email addresses are yulina@ytogroup.com for the Board Secretary and kicyzhang@126.com for the Securities Affairs Representative [9] - The company's 2023 annual report was audited by ShineWing Certified Public Accountants, who issued a standard unqualified audit report [2] - The company's board of directors consists of 8 members, with independent non-executive directors accounting for one-third of the board [172] - The board of directors held 10 meetings during the reporting period, including 4 regular meetings [175] - The company has adopted a Board Diversity Policy to achieve diversity in board composition, aiming to comply with the HKEX Listing Rules by December 31, 2024 [177] - The company's management structure includes a General Manager, Deputy General Managers, and a CFO, responsible for daily operations and business planning [178] - The company's board members range in age from 41 to 67 years old, with diverse professional backgrounds including accounting, agricultural machinery, and business management [175] - The company has implemented a Board Independence Evaluation Mechanism to ensure independent perspectives and improve board performance [176] - The company's subsidiaries are managed through operational planning, comprehensive budgeting, performance evaluation, and the appointment of directors and supervisors [168] - The company's Chairman and General Manager roles were separated on October 23, 2023, with Wei Tao appointed as General Manager [178] - The company's board members have no financial, commercial, familial, or other significant relationships with each other [172] - The company has appointed ShineWing Certified Public Accountants as the auditor for the 2023 fiscal year, following their appointment in November 2022 [182] - Shareholders holding 10% or more of the company's voting shares can request an extraordinary general meeting, which the board must convene within 2 months [183] - Shareholders holding 3% or more of the company's shares can propose agenda items for the general meeting 10 days prior to the meeting [183] - The company has strengthened investor relations through various channels, including earnings briefings, the SSE E-Interaction platform, and on-site shareholder meetings [184] - The board has confirmed the effectiveness of the company's risk management and internal control systems as of December 31, 2023 [185] - The company has revised its Articles of Association and Independent Director Work System to enhance the role of independent directors in decision-making and oversight [186] - The board has fulfilled its corporate governance responsibilities, including policy formulation, compliance monitoring, and director training [189] Research and Development - The company's new YTN3 diesel engine intelligent production line has been put into use, enhancing manufacturing capabilities [27] - The company's LW3204 high-horsepower continuously variable transmission tractor completed testing and achieved small-scale sales, filling multiple domestic technology gaps [27] - The company's 50-80 horsepower hilly and mountainous tractors completed trial production and entered market operation verification [27] - The company's YTN3 diesel engine products performed well in the market [27] - The company's intelligent multi-purpose tractor capacity enhancement project has commenced construction [27] - The company's YTN platform series diesel engine new product development and application are progressing steadily [27] - The company has a robust R&D team and has made breakthroughs in high-end intelligent agricultural machinery and equipment [39] - The company's R&D personnel totaled 1,093, accounting for 15.94% of the total number of employees [63] Market and Sales Performance - The company sold 72,300 medium and large tractors in 2023, maintaining a leading market share [28] - Tractor product export sales increased by 43% year-over-year [28] - The company sold 151,100 diesel engines in 2023, with 82,500 units exported, a 7.69% year-over-year increase [28] - The company's market capitalization increased by 30% at the end of 2023 compared to the beginning of the year [30] - The company's sales network covers all 31 provinces, autonomous regions, and municipalities in China, with international markets expanding in Asia, Russia, South America, Africa, and countries along the "Belt and Road" initiative [37] - The company's "Dongfanghong" brand has a strong market presence and has won multiple industry awards, including the "Most Influential Brand Award" and "Innovative Product Brand" [41] Environmental and Social Responsibility - The company invested 78.7525 million yuan in environmental protection during the reporting period [194] - The company's pollutant emissions, including particulate matter, nitrogen oxides, and sulfur dioxide, all met the standards, with a compliance rate of 100% [195][200] - The company implemented upgrades to the waste gas treatment facilities for the painting lines of the large tractor and diesel engine companies, achieving full-process waste gas collection and treatment [200] - The company completed environmental impact assessments for new investment projects and obtained approval in accordance with national regulations [200] - The company conducted emergency drills for hazardous waste leaks and sudden environmental equipment failures, enhancing its ability to handle environmental emergencies [200] Employee and Training Information - The company's total number of employees is 6,891, including 4,479 from the parent company and 2,412 from major subsidiaries [160] - The company has 4,008 production personnel, 632 sales personnel, 1,141 technical personnel, 1,041 management personnel, and 69 service personnel [160] - The company's employee education breakdown includes 279 with postgraduate degrees, 1,970 with bachelor's degrees, 1,432 with associate degrees, and 3,210 with below associate degrees [160] - The company has 15,365 retired employees for whom it bears expenses [160] - The company has established a salary system linked to economic performance, with incentives for key positions and high-skilled talent [161] - The company conducted various training programs, including for management, engineering, marketing, and operational skills, and developed online training resources [162] - The company has no equity incentive plans or employee stock ownership plans, except for disclosed mechanisms [165] Risk Management and Internal Controls - The company has formulated and revised 123 internal control systems, covering areas such as audit management, financial management, and investment management [167] - The company's internal control audit report for 2023 received a standard unqualified opinion [169] - The company has strengthened corporate governance by revising and improving governance systems, including the Independent Director Work System and Articles of Association [89] - The company's Audit Committee is responsible for recommending the appointment, reappointment, and removal of external auditors, approving their remuneration, and handling resignation or dismissal issues [143] - The Audit Committee reviews and monitors the independence and objectivity of auditors, as well as the effectiveness of audit procedures [143] - The Audit Committee evaluates the company's financial statements, annual reports, and internal control systems, ensuring compliance with accounting standards and relevant regulations [143] - The Audit Committee communicates with management to ensure the establishment of effective internal control systems and adequate resources for accounting and financial reporting functions [145] - The Audit Committee reviews internal control self-assessment reports and external audit reports, assessing the results and promoting the rectification of internal control deficiencies [145] - The Audit Committee serves as the primary representative between the company and external auditors, monitoring their relationship [146] - The company held 9 audit committee meetings during the reporting period, with all members attending in person and providing comprehensive feedback [147] - The audit committee reviewed the company's 2022 annual report preparation plan and financial report audit plan on January 9, 2023 [147] - The committee reviewed the 2022 performance forecast on January 18, 2023 [147] - On March 17, 2023, the committee reviewed the 2022 performance report and suggested enhancing training for financial personnel and directors [147] - The committee reviewed the 2023 Q1 report on April 21, 2023 [149] - The 2023 semi-annual report was reviewed on August 23, 2023 [149] - The committee reviewed the 2023 Q3 report and internal control evaluation plan on October 23, 2023 [149] - The nomination committee held 1 meeting during the reporting period, focusing on director and manager candidate recommendations [151] - The compensation committee held 1 meeting, reviewing the 2022 performance-based compensation for company executives [154] - The strategic, investment, and sustainable development committee held 2 meetings during the reporting period [157] Strategic Plans and Future Outlook - The company plans to focus on technological innovation in 2024, targeting large-scale, intelligent, and energy-saving agricultural machinery [82] - The company aims to enhance its core competitiveness and profitability by leveraging its manufacturing, technological, and market advantages [81] - The company will continue to develop high-end, intelligent agricultural machinery and integrate smart agriculture technologies to improve operational efficiency and precision [82] - Accelerate the improvement of marketing capabilities to consolidate the industry-leading position, focusing on enhancing competitiveness in the medium and large tractor market, and strengthening overseas expansion efforts, especially in South America and Southeast Asia [83] - Deepen cost management across the entire value chain, including R&D, procurement, production, and sales, to achieve cost reduction and efficiency improvement [84] - Focus on cultivating core competitive advantages in 2024, exploring various forms of cooperation in agricultural machinery, key component localization, and intelligent agricultural machinery [85] - Face intensified market competition risks due to product homogenization and the entry of cross-industry enterprises into the agricultural machinery sector [86] - Risk of subsidy policy adjustments in 2024, which may reduce subsidies for traditional tractor products and affect user purchasing power [87] - Overseas market expansion risks due to complex and volatile international business environments, including geopolitical, trade policy, and exchange rate fluctuations [88] Awards and Recognition - Received multiple awards in 2023, including the "Special Contribution Award for Corporate Governance" and the "ESG Central Enterprise 50 Golden Bull Award" [90] - The company's "Dongfanghong" brand has a strong market presence and has won multiple industry awards, including the "Most Influential Brand Award" and "Innovative Product Brand" [41] Board and Committee Meetings - The company held a total of 10 board meetings in 2023, including 3 on-site meetings, 4 via telecommunication, and 3 combining both methods [140] - Director Liu Jiguo attended all 10 board meetings and 3 shareholder meetings, with 4 meetings attended via telecommunication [141] - Director Zhang Zhiyu attended 9 out of 10 board meetings, with 4 meetings attended via telecommunication and 1 meeting delegated [141] - The Audit Committee is chaired by independent non-executive director Xue Liping and includes non-executive director Zhang Zhiyu and independent non-executive director Xu Liyou [142] - The company held 9 audit committee meetings during the reporting period, with all members attending

证券代码：601038 证券简称：一拖股份 公告编号：临 2024-17 第一拖拉机股份有限公司 关于召开 2023 年度股东周年大会、2024 年第一次 A 股类别股东 会议及 2024 年第一次 H 股类别股东会议的通知 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。 股东大会召开日期：2024 年 5 月 29 日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 召开的日期时间：2024 年 5 月 29 日 14 点 30 分开始，依次召开 2023 年度 股东周年大会、2024 年第一次 A 股类别股东会议及 2024 年第一次 H 股类别股东 会议。 重要内容提示： 一、召开会议的基本情况 (一) 股东大会类型和届次 2023 年度股东周年大会、2024 年第一次 A 股类别股东会议及 2024 年第一次 H 股类别股东会议 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票 相结合的方式 (四) 现场会议召开的日期、时间和地点 1 召开地点：河 ...

深圳 北京 投资评级说明 财务指标 2022A 2023A 2024E 2025E 2026E 证券研究报告 | 公司动态点评 2024 年 03 月 29 日 营业收入（百万元） 12,455 11,528 12,920 14,324 15,766 增长率 yoy（%） 35.3 -7.4 12.1 10.9 10.1 归母净利润（百万元） 681 997 1,143 1,272 1,431 增长率 yoy（%） 55.4 46.4 14.6 11.3 12.5 ROE（%） 9.9 13.7 14.0 13.8 13.7 EPS 最新摊薄（元） 0.61 0.89 1.02 1.13 1.27 P/E（倍） 27.4 18.7 16.3 14.7 13.0 P/B（倍） 3.1 2.8 2.5 2.2 1.9 资料来源：公司财报，长城证券产业金融研究院 行业 机械 稳中求进，有望长期受益于行业发展趋势 稳中求进，拓宽海外市场。 盈利能力方面，2023 年公司销售毛利率为 15.89%，同比提升 0.17pct；销售净利率为 8.58%，同比提升 3.43pct，其 中主要系公司各环节的降本和成本管控，降本 ...

Financial Performance - The comprehensive gross margin for the equipment manufacturing industry was 15.89%, an increase of 0.17 percentage points compared to the same period last year[12]. - The gross margin for the agricultural machinery business was 14.50%, up by 0.45 percentage points year-on-year[12]. - The gross margin for the power machinery business was 11.97%, a decrease of 0.54 percentage points year-on-year[12]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB, representing a year-over-year growth of 15%[40]. - The total operating revenue for 2023 was approximately ¥11.53 billion, a decrease of 8.20% compared to ¥12.56 billion in 2022[82]. - The net profit attributable to shareholders for 2023 was approximately ¥997 million, representing an increase of 46.39% from ¥681 million in 2022[82]. - The company's total assets increased by 6.36% to approximately ¥13.82 billion in 2023, up from ¥12.99 billion in 2022[82]. - The net assets attributable to shareholders rose by 12.31% to approximately ¥6.69 billion in 2023, compared to ¥5.96 billion in 2022[82]. - The basic earnings per share for 2023 was ¥0.8873, an increase of 46.39% from ¥0.6061 in 2022[82]. - The total revenue for Q1 2023 was approximately CNY 4.19 billion, while Q2 and Q3 revenues were CNY 3.05 billion and CNY 3.00 billion, respectively, with Q4 revenue at CNY 1.28 billion[86]. - The net profit attributable to shareholders for Q1 2023 was CNY 485.73 million, decreasing to CNY 268.41 million in Q2, and increasing to CNY 331.05 million in Q3, but showing a loss of CNY 88.17 million in Q4[86]. Shareholder Information - The top ten shareholders held a total of 1,124,000,000 shares, representing 100% of the total shares[2]. - HKSCC Nominees Limited held 548,485,853 shares, accounting for 48.81% of the total shares[2]. - China Construction Bank's shareholding decreased by 17,399,662 shares, leaving it with 8,117,112 shares, which is 0.72%[2]. - The company has a total of 137,795,275 restricted shares at the end of the year, with no shares released or added during the year[74]. Cost Management and Expenses - The company plans to strengthen cost control across all processes, which has led to significant cost reduction results[12]. - The company has implemented strict expense management to control spending effectively[12]. - The total expenses for the year were CNY 1,017,359,639.69, a decrease of 7.88% compared to the previous year[60]. - The company reported a decrease in management expenses by 8.75%, totaling CNY 360,636,115.92 compared to the previous year[60]. - Operating costs decreased by 7.63% to CNY 9,696,630,033.53 from CNY 10,497,058,564.32 year-on-year[129]. - Research and development expenses decreased by 12.75% to CNY 461,344,381.32 from CNY 528,782,269.55 in the previous year[129]. Cash Flow and Investments - The company reported a net cash flow from operating activities decreased by RMB 254.575 million compared to the same period last year, primarily due to the restructuring of the financial company and the gradual cessation of financial operations[24]. - The net cash flow from investing activities decreased by RMB 86.28 million year-on-year, mainly due to the payment for equity investment in the financial company in the previous year[24]. - The net cash flow from financing activities increased outflow by RMB 20.582 million year-on-year, attributed to a decrease in the net inflow from loan guarantees and an increase in dividend payments[24]. - The cash flow from operating activities for 2023 was approximately ¥1.06 billion, a decrease of 70.68% from ¥3.60 billion in 2022[82]. - The net cash flow from operating activities for the current period is ¥1,056,261,600.78, a decrease of ¥2,545,745,716.57 or 70.68% compared to the same period last year[149]. Research and Development - The company has invested 50 million RMB in research and development for advanced agricultural machinery technologies[40]. - The company's R&D expenses for the period amounted to CNY 461,344,381.32, representing 4.00% of operating revenue, with no capitalized R&D expenses[64]. - The company has a total of 1,093 R&D personnel, accounting for 15.94% of the total workforce[147]. - The age structure of R&D personnel shows that 432 are aged between 30-40 years, while 260 are under 30 years old[147]. - The educational background of R&D personnel includes 1 PhD, 173 Master's degrees, and 819 Bachelor's degrees[147]. - The company has enhanced its R&D capabilities, launching new products such as the LF2204-E and LW3204 tractors, filling multiple domestic technology gaps[119]. Market Expansion and Sales - User data indicates that the company has expanded its customer base by 20%, reaching a total of 500,000 active users[40]. - The company projects a revenue growth of 10% for the next fiscal year, aiming for a target of 1.32 billion RMB[40]. - New product development includes the launch of a next-generation tractor model, expected to increase market share by 5%[40]. - The company is actively pursuing market expansion strategies, targeting Southeast Asia for new sales opportunities[40]. - The company sold 72,300 large and medium tractors in 2023, maintaining a leading market share, with tractor product exports increasing by 43% year-on-year[120]. - The company sold 151,100 diesel engines in 2023, with external sales reaching 82,500 units, a year-on-year growth of 7.69%[123]. Related Party Transactions - The company has classified a previously wholly-owned subsidiary as an other related party due to its bankruptcy liquidation[11]. - The company recovered 4.27 million RMB from a related party during the reporting period[11]. - The company has not engaged in any significant related party transactions during the reporting period[20]. - The company has established a procurement framework agreement with a related party, with an expected transaction amount of CNY 5,800,000, and an actual transaction amount of CNY 4,943,000, representing 0.43% of the total[67]. Compliance and Governance - There were no significant litigation or arbitration matters reported for the year[19]. - The company has taken corrective measures in response to accounting errors that led to inaccurate disclosures in the third quarter of 2022, receiving warning letters from regulatory bodies[19]. - The company has maintained a good integrity status, with no significant debts or court judgments unfulfilled during the reporting period[19]. - The company has not faced any delisting risks or bankruptcy restructuring matters during the reporting period[18]. - The company has committed to not transferring shares acquired through non-public issuance for 36 months from the issuance date[74]. Strategic Partnerships - The company has established a strategic partnership with a leading technology firm to innovate in smart farming solutions[40]. - The company signed a procurement contract with Luoyang Intelligent Agricultural Equipment Research Institute for a total amount of ¥87.19 million in 2023[70]. Financial Integration - The financial integration of Yituo Financial Company with Guoji Financial Company has been completed, with Yituo Financial Company undergoing liquidation[115]. - The company reported a maximum daily deposit limit of RMB 200 million with Guoji Financial Company, with a total deposit amount of RMB 6,936,716.06 during the reporting period[101].

Financial Performance - Total revenue for the year ended December 31, 2023, was RMB 11,533,786,779.44, compared to the previous year's revenue[3] - Net profit attributable to shareholders for the same period was RMB 997,022,699.99, with earnings per share of RMB 0.8873[3] - Total operating revenue for the year was RMB 11,533,786,779.44, a decrease of 8.2% from RMB 12,563,780,344.92 in the previous year[9] - Net profit for the year reached RMB 989,027,297.80, representing an increase of 54.1% compared to RMB 641,958,134.10 in the previous year[10] - Operating profit increased to RMB 996,266,250.37, up 69.4% from RMB 588,018,899.85 in the previous year[10] - The company achieved a total profit of RMB 1,003,085,973.63, an increase of 63.9% from RMB 611,897,862.07 in the previous year[10] - The company reported a basic earnings per share of RMB 0.8873, an increase from RMB 0.6061 in the previous year[12] - The company’s total comprehensive income for the year was RMB 984,994,466.66, up from RMB 647,435,549.64 in the previous year[12] Assets and Liabilities - Current assets decreased to RMB 6,487,671,852.68 from RMB 7,882,202,099.51 in the previous year, representing a decline of approximately 17.66%[4] - Cash and cash equivalents dropped to RMB 2,769,578,885.96 from RMB 4,363,742,346.01, a decrease of about 36.4%[4] - Total non-current assets increased to RMB 7,329,590,119.11 from RMB 5,109,363,382.17, reflecting a growth of approximately 43.3%[5] - Total assets reached RMB 13,817,261,971.79, up from RMB 12,991,565,481.68, indicating an increase of about 6.4%[5] - Total liabilities amounted to RMB 6,597,932,308.41, compared to RMB 6,494,394,605.75 in the previous year, showing a rise of approximately 1.6%[7] - Shareholders' equity attributable to the parent company increased to RMB 6,691,690,666.55 from RMB 5,958,084,951.83, marking an increase of about 12.3%[8] Cash Flow and Investments - The net cash flow from operating activities decreased by 70.68% to CNY 1,056,261,600.78, reflecting a decline in tractor sales during the reporting period[73] - The net cash flow from investing activities showed a slight decrease of ¥86,278,388.48, totaling -¥2,009,731,546.47, primarily due to increased purchases of structured deposits and large time deposits[88] - The net cash flow from financing activities increased outflow by ¥205,816,759.89, with a net outflow of -¥346,343,393.83, attributed to reduced loan guarantee recoveries and higher dividend payments[88] - Investment income significantly rose to RMB 122,157,792.20, compared to RMB 7,287,769.45 in the previous year[9] Research and Development - Research and development expenses were RMB 461,344,381.32, down 12.7% from RMB 528,782,269.55 in the previous year[9] - The company has a strong R&D team with extensive experience in agricultural machinery, focusing on market demand-driven product improvements[50] - The company emphasizes a "quality first" management philosophy, continuously optimizing quality management models to enhance product reliability[55] Market and Sales - The company plans to focus on market expansion and new product development in the upcoming year[3] - The company sold 72,300 large and medium tractors in 2023, maintaining a leading market share, with tractor exports increasing by 43% year-on-year[59] - The company sold 151,100 diesel engines in 2023, with external sales reaching 82,500 units, a year-on-year growth of 7.69%[59] - The company is actively expanding its international market presence, particularly in Russian-speaking regions and South America, to enhance product adaptability and service support[59] Corporate Governance and Compliance - The company has completed the preparation of the 2023 Environmental, Social, and Governance report, which will be published on the company and stock exchange websites in April 2024[97] - The board of directors has proposed a profit distribution plan for the 2023 fiscal year, pending approval at the annual general meeting[99] - The company’s auditor has agreed that the preliminary performance announcement figures for the year ending December 31, 2023, are consistent with those to be published in the annual report[100] - There were no changes in the shareholdings of the board members during the reporting period, confirming compliance with the trading code[98] Future Outlook - The company plans to continue its strategic focus on advanced agricultural equipment in 2024, aiming to become a world-class enterprise in the agricultural machinery sector[64] - The company anticipates a gradual recovery in market demand as the impact of the National IV transition diminishes and agricultural product prices stabilize[62] - In 2024, the company will focus on innovation-driven development, targeting large-scale, intelligent, and energy-saving agricultural machinery, with an emphasis on core product technology breakthroughs[66]

关于第一拖拉机股份有限公司 2023 年度涉及财务公司关联交易的 存款、贷款等金融业务的 专项说明 | 蒙引 | 页码 | | --- | --- | | 专项说明 | 1-2 | | 2023 年度涉及财务公司关联交易的存款、贷款等金融业务汇总表 | 1-2 | 胖系曲话· 言永中和会计师事务所| 北京市东城区朝阳门北大街 关于第一拖拉机股份有限公司 2023 年度涉及财务公司关联交易的存款、贷款等金融业务的 专项说明 XYZH/2024BJAA3F0561 1 专项说明(续) XYZH/2024BJAA3F0561 第一拖拉机股份有限公司 本专项说明仅供一拖股份公司2023年度报告披露之目的使用,未经本事务所书面同 意，不得用于其他任何目的。 第一拖拉机股份有限公司 第一拖拉机股份有限公司董事会: 我们按照中国注册会计师审计准则审计了第一拖拉机股份有限公司(以下简称一拖 股份公司)2023年度财务报表,包括2023年12月31日的合并及母公司资产负债表、2023 年度的合并及母公司利润表、合并及母公司现金流量表、合并及母公司股东权益变动表, 以及相关财务报表附注,并于2024年3月27日出具了XYZH/2 ...