于公告日期，公司以直接和间接方式拥有目标公司约85.09%股权。假设(i)投资方根据交易文件完成认 购事项；及(ii)自公告日期至认购事项完成，目标公司的注册资本总额及公司于目标公司的股权并无其 他变动，公司于目标公司的股权将于认购事项完成后由约85.09%减少至约73.99%。 据悉，目标公司上海森松制药设备工程有限公司为一家于中国注册成立的有限公司，为公司的非全资附 属公司。目标公司主要服务于制药、生物制药、医美、快速消费品（化妆品，婴儿、妇女与家庭护理， 健康护理，织物与家居护理，食品，饮品，保健品）等行业，为客户提供核心设备、增值服务和数智化 整体工厂解决方案。 格隆汇7月7日丨森松国际(02155.HK)宣布，于2025年7月7日，公司、森松(中国)投资(公司的全资附属公 司)、目标公司(公司的非全资附属公司)及投资方(中金启辰贰期(苏州)基金、中金启辰贰期(无锡)基金、 苏州领航升级基金和福州平泰投资的合称)订立交易文件，据此，投资方已同意以人民币3.3亿元认购目 标公司人民币12,946,412元新增注册资本。认购事项完成后，目标公司的注册资本将由人民币86,309,407 元增加至人民币99, ...

Group 1 - Heavy machinery stocks have seen a general increase, with notable gains in companies such as Sany International (up 0.17% to HKD 5.77) and China National Heavy Duty Truck Group (up 1.38% to HKD 19.1) [1] - In Q1 2025, the domestic sales of excavators reached 36,562 units, marking a year-on-year increase of 38.3%, while total excavator sales from major manufacturers amounted to 61,372 units, up 22.8% year-on-year [1] - The average operating rate of construction machinery nationwide was reported at 44.67%, reflecting a year-on-year increase of 1.62%, with 12 provinces exceeding an average operating rate of 50% [1] Group 2 - The acceleration of major engineering projects across various regions is expected to enhance infrastructure investment in Q2, contributing positively to economic stability and growth [2] - Analysts from Huachuang Securities express optimism regarding domestic policy efforts to boost internal demand, suggesting that the engineering machinery sector is likely to benefit significantly [2]

Company Performance and Financials - The company achieved significant results despite a challenging global economic environment, showcasing resilience and strength[6]. - Total revenue for the fiscal year ending December 31, 2024, is reported at RMB 6,948,354 thousand, a decrease of 5.6% compared to RMB 7,360,262 thousand in 2023[38]. - Gross profit for the same period is RMB 2,049,777 thousand, slightly down from RMB 2,055,704 thousand in 2023, indicating a marginal decline of 0.3%[38]. - Profit before tax for 2024 is RMB 911,254 thousand, reflecting a decrease of 7.4% from RMB 984,334 thousand in 2023[38]. - Net profit attributable to equity shareholders for 2024 is RMB 737,241 thousand, down from RMB 844,684 thousand in 2023, representing a decline of 12.7%[38]. - Total assets as of December 31, 2024, stand at RMB 8,908,333 thousand, a slight decrease from RMB 8,932,076 thousand in 2023[38]. - Total liabilities decreased to RMB 3,632,477 thousand in 2024 from RMB 4,541,467 thousand in 2023, marking a reduction of 20.0%[38]. - Net asset value increased to RMB 5,275,856 thousand in 2024, up from RMB 4,390,609 thousand in 2023, indicating a growth of 20.2%[38]. - The company reported a significant increase in revenue from other segments, rising by 368.0% to approximately RMB 786.21 million in 2024[111]. - The company's total sales cost decreased by RMB 405,981 thousand, a decline of 7.7% from RMB 5,304,558 thousand in 2023 to RMB 4,898,577 thousand in 2024[113]. Strategic Initiatives and Market Positioning - The company emphasizes market diversification to mitigate risks associated with reliance on a single market or industry[7]. - The company aims to transform from a high-end equipment manufacturer to a global provider of integrated process engineering solutions, enhancing its international brand image and service capabilities[12]. - The company is actively advancing multiple projects with multinational giants in various industries, enhancing its market position in life sciences[9]. - The company is focusing on strategic collaborations with leading multinational corporations to continuously create value for global clients[10]. - The company is committed to expanding into higher value segments of the industry chain and standardizing products to strengthen its market presence[9]. - The company is transitioning from merely exporting cost advantages to creating technological and operational value for its customers[10]. - The company is concentrating resource allocation on international markets, providing long-term services to existing clients and developing potential new clients[88]. Innovation and Technology Development - Approximately 20% of resources are allocated to process and R&D, focusing on new technology development and product innovation in collaboration with downstream customers[8]. - The company is focusing on innovation and technology upgrades in collaboration with clients, particularly in the fields of advanced materials and chemical synthesis[55]. - The company has initiated the launch of single-use bioreactors and high-efficiency microchannel reactors, targeting various application scenarios in pharmaceuticals and fine chemicals[50]. - The company is set to establish a new benchmark in intelligent manufacturing amidst the wave of digitalization and intelligence[12]. - The company is leveraging AI platforms to optimize design speed and quality, improve engineering solutions, and enhance production management through data-driven processes[11]. Sustainability and Environmental Commitment - The company has made substantial progress in green energy, sustainable food, and non-metal material synthesis, aligning with global trends towards healthier and more sustainable living[9]. - The company is committed to providing sustainable solutions, including renewable energy production technologies and biodegradable materials, aligning with global sustainability goals[69]. - The company is committed to sustainable development, focusing on industries such as oil refining, chemicals, and biopharmaceuticals[46]. Leadership and Governance - The board includes independent directors with extensive experience in corporate governance and financial oversight, enhancing strategic planning[23][25]. - The leadership team is well-educated, with advanced degrees from prestigious institutions, ensuring informed decision-making[21][27]. - The management team emphasizes the importance of maintaining compliance and financial risk management as part of its strategic initiatives moving forward[35]. - The management discussion and analysis section of the annual report provides insights into the company's business review and future development plans[154]. Shareholder Value and Capital Management - The company is committed to maximizing shareholder value through annual dividends and share buybacks, reinforcing shareholder confidence[12]. - The company completed a placement of 80,000,000 shares at a price of HKD 8.30 per share, raising approximately HKD 654.7 million net of expenses[145]. - The net proceeds from the placement will primarily be used for capital investments in manufacturing facilities in Suzhou, China, and Malaysia, as well as for expanding into the European market[145]. - The company plans to implement a stock incentive plan, which will involve an increase in registered capital by approximately RMB 12.87 million, representing about 14.91% of the total capital post-increase[148]. Market Trends and Industry Insights - The global consumption market demand has declined significantly, particularly in the major markets of China and the US, leading to a slowdown in investment and consumption rhythms across various industries[87]. - The global clean energy sector is experiencing a strategic opportunity period, with a consensus on increasing the share of clean energy in energy development[89]. - By 2050, global hydrogen demand is projected to reach approximately 528 million tons, with over 30% used for ammonia synthesis and fuel[91]. - The demand for sustainable aviation fuel (SAF) is expected to rise significantly, with estimates of 1.8 million tons by 2030 and 35 million tons by 2050, accounting for about 65% of total fuel demand[93]. Employee and Compensation Structure - The employee count stands at approximately 4,565, with nearly 500 in R&D, accounting for over 10% of total employees[178]. - The company has a comprehensive compensation and benefits system to attract and retain high-quality employees, ensuring competitive market salaries[178]. - The annual remuneration for five executive directors will be adjusted to RMB 158,400 starting July 2024, while four non-executive directors will receive RMB 198,000[162].

Summary of Conference Call Records Company and Industry Overview - The conference call discusses a company involved in various sectors including energy materials, green energy, and semiconductor chemicals, indicating a diversified business model across multiple industries [1][3][4][16]. Key Points and Arguments 1. **Profit Decline and Order Trends**: - The adjusted net profit is expected to decline by 2.3% from 2023 to 2024 due to increased net profit margins and income tax, alongside new factories entering the depreciation phase [1]. - A noticeable drop in orders, approximately 20%, has been observed in the lithium battery sector, attributed to a sustained demand decline across multiple markets [1][2]. 2. **Order Backlog and Financial Goals**: - The company reported an order backlog of approximately 84 billion as of March 27, 2024, with a goal to return to revenue and profit growth [2]. - The dividend per share has increased from 0.1 billion to 0.15 billion, reflecting improved financial performance [2]. 3. **Strategic Focus**: - The company emphasizes resilience in development, diversification in downstream industries, and continuous evolution of products and technologies [3]. - A dual strategy is highlighted: the α strategy focuses on sustained growth, while the β strategy is dynamic, allowing for tactical responses to market demands [3]. 4. **Sector-Specific Insights**: - The energy materials sector is witnessing a recovery, particularly in lithium, oil, and hydrogen energy, with significant opportunities in overseas markets [4][5]. - The green energy sector, especially green methanol, is gaining traction, with increasing interest from investors and clients [6][7]. 5. **International Market Dynamics**: - The overseas photovoltaic market is expanding, particularly in regions like India and the Middle East, where the company is actively engaging with clients [7][24]. - The semiconductor chemicals sector is also highlighted, with a focus on providing high-quality materials and equipment to major players like TSMC [16][17]. 6. **Future Outlook**: - The company expresses confidence in a recovery in 2025, with substantial groundwork laid in 2024 to facilitate this rebound [8][18]. - The management anticipates that many of the current design orders will transition into construction orders, contributing to future revenue [41][42]. Additional Important Content - The company is adapting to changes in order placement, moving from bundled orders to more segmented approaches, which may impact revenue recognition in the short term [35][36]. - There is a strong emphasis on maintaining relationships with top-tier clients and enhancing profit margins through strategic project management and design services [21][22]. - The management acknowledges the challenges posed by geopolitical factors and tariffs but remains optimistic about leveraging existing production capabilities to maintain competitiveness [59][60]. This summary encapsulates the key insights and strategic directions discussed during the conference call, providing a comprehensive overview of the company's current status and future prospects.

Investment Rating - The report maintains an "OUTPERFORM" rating for Morimatsu International Holdings, with a target price of HKD 6.96, reflecting a potential upside from the current price of HKD 4.67 [2][20]. Core Insights - The company's FY24 revenue was CNY 6.95 billion, a decrease of 5.6% year-on-year, primarily due to delays in project execution. However, the gross profit margin improved to 29.5%, up 1.6 percentage points year-on-year, attributed to better operational efficiency and material cost control [3][4][16]. - The net profit attributable to shareholders for FY24 was CNY 737 million, down 12.7% year-on-year, mainly impacted by accounts receivable impairment [17][20]. - The company’s backlog at the end of FY24 was CNY 8.1 billion, down from CNY 8.8 billion at the end of 1H24, with new orders for FY24 totaling CNY 6.0 billion, reflecting a shift in project execution practices [5][18][20]. - Overseas revenue accounted for 60.4% of total revenue in FY24, with 70.6% of new orders being export orders, indicating stable international demand [6][19]. Financial Summary - Revenue projections for FY25 and FY26 have been revised down to CNY 7.77 billion and CNY 8.47 billion, respectively, with expected growth rates of 11.8% and 9.1% [8][20]. - The net profit forecasts for FY25 and FY26 have also been adjusted to CNY 872 million and CNY 939 million, suggesting growth rates of 18.3% and 7.7% [8][20]. - The report utilizes a discounted cash flow (DCF) model for valuation, maintaining a WACC of 10.6% and a perpetual growth rate of 2.5% [8][20].

Investment Rating - The report maintains an "OUTPERFORM" rating for Morimatsu International Holdings with a target price of HKD 6.96, reflecting a potential upside from the current price of HKD 4.67 [2][20]. Core Insights - The company's FY24 revenue was CNY 6.95 billion, a decrease of 5.6% year-on-year, primarily due to delays in project execution. However, the gross profit margin improved to 29.5%, up 1.6 percentage points year-on-year, attributed to better operational efficiency and material cost control [3][4][16]. - The net profit attributable to shareholders was CNY 737 million, down 12.7% year-on-year, mainly impacted by accounts receivable impairment [17][20]. Revenue Breakdown - Revenue from Mainland China was CNY 2.75 billion, down 29.2% year-on-year, while overseas revenue reached CNY 4.20 billion, an increase of 20.8% year-on-year. Notably, North America saw a significant growth of 60.2% year-on-year [3][16]. - By segment, the oil and gas sector generated CNY 630 million (-35.2% y-y), while the power battery segment reported CNY 1.22 billion (+6.5% y-y) [22]. Order Backlogs - As of the end of FY24, the company had a backlog of CNY 8.1 billion, down from CNY 8.8 billion in the first half of 2024. The pharmaceutical sector accounted for CNY 2.3 billion of this backlog [5][18]. - New orders for FY24 totaled CNY 6.0 billion, with a notable decline of 11.3% in the second half of the year [5][18]. Valuation Adjustments - Due to weak backlog growth, revenue forecasts for FY25 and FY26 have been revised down to CNY 7.77 billion and CNY 8.47 billion, respectively, indicating growth rates of 11.8% and 9.1% year-on-year [8][20]. - The net profit forecasts for FY25 and FY26 have also been adjusted to CNY 872 million and CNY 939 million, suggesting growth rates of 18.3% and 7.7% year-on-year [8][20].

中国工程机械工业协会发文称，2025年2月升降工作平台出租率指数为350点，环比下降21.4%，同比增 长34.1%。由于每年春节假期时间都在一二月份变换，因此出租率指数同比、环比跳跃较大。 CME预计2025年3月挖掘机销量28500台，同比+14%，其中国内18500台，同比+22%，出口10000台，同 比+2%。2025年1-3月挖掘机累计内销35545台，同比+34%，累计出口24737台，同比+5%，国内外需求 边际回暖开启共振。 展望全年，东吴证券研究认为水利投资高增速对小挖形成支撑，地产企稳、基建发力对中挖形成支撑， 矿山需求稳定对大挖销量形成支撑，叠加存量更新替换背景下，全年挖机内销值得期待。 太平洋证券发布研报称，海关公布2025年1、2月挖机产品出口数据，同比继续高增长，目前海外对主机 厂利润贡献很大，预计随着出口同比继续向上，这一比例有望继续提升。且下游各主要区域同比均呈现 向好趋势，该行认为出口端利润率更高，今年在海外需求环境向好预期下，预计会对各主机厂业绩端形 成积极影响，该行继续看好工程机械板块。 工程机械相关港股企业： 中联重科（000157）(01157)、中国龙工(0333 ...

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 6,948,354,000, a decrease of 5.6% from RMB 7,360,262,000 in 2023[3] - Gross profit for the same period was RMB 2,049,777,000, with a gross margin of 29.5%, up from 27.9% in 2023[3] - Net profit decreased to RMB 729,881,000, resulting in a net profit margin of 10.5%, down from 11.4% in the previous year[3] - New order amount signed was RMB 5,968,901,000, a decline of 23.3% compared to RMB 7,784,856,000 in 2023[3] - EBITDA for the year was RMB 1,116,488,000, slightly down from RMB 1,143,066,000 in 2023[3] - Basic earnings per share decreased to RMB 0.62 from RMB 0.73 in 2023[4] - The company’s operating profit for the year ended December 31, 2024, was impacted by the decline in revenue from core equipment and mainland China[25] - The company's pre-tax profit decreased from RMB 984,334 million in 2023 to RMB 911,254 million in 2024, a decline of approximately 7.4%[30] - Net profit decreased by approximately 13.4% from RMB 842,548 thousand for the year ending December 31, 2023, to approximately RMB 729,881 thousand for the year ending December 31, 2024, resulting in a net profit margin of 10.5%[119] Assets and Equity - Total assets as of December 31, 2024, were RMB 6,079,286,000, a decrease from RMB 6,393,979,000 in 2023[7] - Non-current assets increased to RMB 2,829,047,000 from RMB 2,538,097,000 in 2023[7] - Cash and bank deposits rose to RMB 2,595,448,000, compared to RMB 2,168,682,000 in the previous year[7] - Total equity increased to RMB 5,275,856,000 from RMB 4,390,609,000 in 2023[8] - Total equity increased from RMB 1,174,240,000 at the beginning of 2023 to RMB 2,108,355,000 by the end of 2023, reflecting a growth of approximately 79.2%[54] Revenue Breakdown - Revenue from core equipment decreased to RMB 2,525,033,000 in 2024 from RMB 2,590,675,000 in 2023, representing a decline of 2.5%[15] - Revenue from mainland China decreased significantly to RMB 2,750,519,000 in 2024 from RMB 3,886,406,000 in 2023, a decline of 29.2%[22] - Revenue from North America increased to RMB 1,383,524,000 in 2024, up 60.0% from RMB 863,532,000 in 2023[22] - The total expected revenue from existing customer contracts as of December 31, 2024, is RMB 8,131,050,000, down from RMB 9,077,735,000 in 2023, indicating a decrease of 10.4%[19] Costs and Expenses - Interest expenses on borrowings decreased from RMB 12,369 million in 2023 to RMB 8,500 million in 2024, a reduction of approximately 31%[26] - Employee costs increased from RMB 1,028,502 million in 2023 to RMB 1,063,233 million in 2024, representing a rise of about 3.4%[26] - Research and development costs decreased from RMB 418,149 million in 2023 to RMB 399,241 million in 2024, a decline of approximately 4.5%[28] - The total inventory cost decreased from RMB 5,304,558 million in 2023 to RMB 4,898,577 million in 2024, a reduction of about 7.7%[28] - Current tax expense increased from RMB 130,131 million in 2023 to RMB 168,301 million in 2024, an increase of approximately 29.3%[29] - The actual tax expense for 2024 was RMB 181,373 million, compared to RMB 141,786 million in 2023, reflecting an increase of about 28%[30] Shareholder Information - The company plans to distribute dividends amounting to RMB 280,000,000, with a deferred tax liability of RMB 28,000,000 due to a 10% withholding tax rate[37] - The company declared a dividend of RMB 110,810,000 for the year ended December 31, 2024, with a proposed dividend of RMB 182,926,000 for the subsequent period[62] - The board proposed a final dividend of HKD 0.15 per share for the year ending December 31, 2024, subject to shareholder approval[141] Strategic Focus and Development - The company plans to enhance its competitive advantage through diversification, globalization, and intelligent solutions as part of its corporate strategy[63] - The company aims to focus on sustainable development in its growth strategy, emphasizing resource allocation and talent cultivation[65] - The company has a strategic focus on advanced manufacturing and engineering services, with a commitment to innovation in energy and materials[64] - The company aims to transition from providing price advantages to creating value advantages for customers, enhancing its competitive edge[66] - The company is exploring service-oriented manufacturing models to support sustainable development in downstream industries[67] - The company aims to avoid reliance on single products or markets, continuously updating core technologies and products to maintain competitive advantages[73] Market and Customer Insights - Approximately 70% of the company's annual customers are repeat clients, including global multinational corporations and regional leaders[90] - The company has successfully entered the global supply chains of leading enterprises in oil and gas refining, chemicals, pharmaceuticals, and battery raw materials, achieving multiple first-time exports of similar products from China[82] - The company is concentrating on overseas market expansion while controlling domestic personnel and hardware development[97] Corporate Governance - The board is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[146] - KPMG was appointed as the auditor for the company during the reporting period, with no changes in auditors over the past three years[150] - The financial statements have been verified by the auditor and are consistent with the group's consolidated financial statements[151]

Financial Performance - Morimatsu International Holdings reported a revenue increase of 15% year-over-year, reaching HKD 500 million for the first half of 2024[5]. - The company achieved a net profit margin of 12%, translating to a net profit of HKD 60 million, compared to HKD 50 million in the same period last year[5]. - The company reported a significant increase in capital expenditures, amounting to HKD 150 million, primarily for upgrading existing facilities[5]. - The company’s revenue decreased by approximately 5.8%, from about RMB 3,691,759 thousand for the six months ended June 30, 2023, to about RMB 3,476,752 thousand for the six months ended June 30, 2024, primarily due to a reduction in orders in the pharmaceutical and biopharmaceutical sectors influenced by external economic conditions[49]. - Total revenue for the six months ended June 30, 2024, was approximately RMB 3,476,752 thousand, a decrease of 5.8% compared to RMB 3,691,759 thousand for the same period in 2023[50]. - Gross profit for the six months ended June 30, 2024, was approximately RMB 1,028,448 thousand, representing a gross margin of 29.6%, an increase of 1.9% from RMB 1,009,092 thousand in the same period last year[52]. - The net profit for the six months ended June 30, 2024, was approximately RMB 373,827,000, a decrease of about 11.3% compared to RMB 421,029,000 for the same period in 2023[62]. - The company reported a total comprehensive income of RMB 371,199,000 for the six months ended June 30, 2024, down from RMB 455,105,000 in the previous year[129]. Research and Development - Morimatsu is investing HKD 100 million in R&D for new biopharmaceutical technologies, aiming to launch two new products by Q4 2024[5]. - Research and development expenses rose by 30.3% to RMB 219,020 thousand, up from RMB 168,090 thousand, reflecting increased investment in new technologies and business development[57]. - The company has developed a strong design and R&D capability, enabling it to provide customized services such as joint R&D, technical consulting, and digital operation support[19]. - The company’s comprehensive technical foundation involves chemical engineering, biological engineering, and computer science, supporting its R&D and project execution[23]. - The company’s R&D employee costs were RMB 107,820,000 for the six months ended June 30, 2024, compared to RMB 89,549,000 for the same period in 2023, reflecting an increase of 20.4%[146]. Market Expansion and Strategy - The company plans to expand its market presence in Southeast Asia, targeting a 25% growth in that region by the end of 2025[5]. - The management provided an optimistic outlook, projecting a revenue growth of 20% for the full year 2024[5]. - The company has outlined a strategic goal to increase production capacity by 30% over the next two years through new facility investments[5]. - The company is exploring potential acquisitions in the biopharmaceutical sector to enhance its product offerings and market share[5]. - The company aims to provide competitive products and comprehensive solutions for the global health industry, leveraging its extensive project experience in international capital expenditure projects[41]. Operational Efficiency - Morimatsu's cash flow from operations improved by 18%, totaling HKD 80 million, reflecting better operational efficiency[5]. - The cost of sales decreased by 8.7% to RMB 2,448,304 thousand from RMB 2,682,667 thousand, driven by lean production improvements and cost reduction measures[52]. - The company’s focus on modular solutions and continuous innovation aims to optimize project execution and reduce risks associated with project management[29]. International Presence - The company has established subsidiaries and offices in various countries, including China, Japan, India, Italy, Singapore, Sweden, the United States, Mexico, and Malaysia, to enhance its international presence[20]. - The company operates a fully-owned subsidiary in China, established on November 29, 2001[13]. - The company launched a new subsidiary, Morimatsu T&S, in Japan on November 27, 2023[13]. Financial Position - Cash and cash equivalents as of June 30, 2024, were approximately RMB 1,939,218,000, a decrease of about RMB 229,464,000 from RMB 2,168,682,000 as of December 31, 2023[65]. - Total liabilities decreased to RMB 3,556,253 thousand from RMB 4,271,013 thousand, reflecting a reduction of 16.7%[126]. - The company's equity attributable to shareholders rose to RMB 4,764,162 thousand from RMB 4,382,491 thousand, a growth of 8.7%[127]. - The company reported retained earnings of RMB 2,025,151 thousand as of June 30, 2024, up from RMB 1,602,805 thousand, reflecting a growth of 26.3%[128]. Shareholder Information - The largest shareholder, Senmatsu Holdings, owns 750,000,000 shares, representing 61.82% of the total shares[82]. - The company has a total of 1,213,277,800 shares issued as of June 30, 2024[83]. - The stock options plan allows for a maximum of 132,380,000 shares to be issued, which is approximately 10.91% of the total shares[88]. - The company’s directors and senior management hold a total of 16,810,000 shares, accounting for 1.39% of the total shares[85]. Risk Management - The company faces foreign exchange risks primarily from holding foreign currency deposits and trade receivables, and it employs forward foreign exchange contracts to manage this risk[79]. - The company has a comprehensive credit control policy to assess customer creditworthiness and ensure adequate provisions for expected credit losses[80].

Restricted Share Unit Plan - The purchase price for exercising a restricted share unit is determined by the board of directors, considering factors such as the closing price of shares before the grant date, the purpose of the restricted share unit plan, and the group's financial condition and valuation [1] - The board of directors has the discretion to determine the purchase price for restricted share units [1] - The restricted share unit plan details are supplementary to the annual reports for the years ending December 31, 2022, and December 31, 2023 [1] Compliance and Disclosure - The announcement is made in compliance with Chapter 17 of the Listing Rules to disclose additional information regarding the restricted share unit plan [1] - The supplementary information provided in the announcement does not affect the other information contained in the annual reports [1]