三一重工股份有限公司 章程 （H股發行上市後適用） 二○二五年十月 | 第一章 | 總則 | | 2 | | --- | --- | --- | --- | | 第二章 | | 經營宗旨和範圍 | 4 | | 第三章 | 股份 | | 4 | | 第一節 | | 股份發行 | 4 | | 第二節 | | 股份增減和回購 | 5 | | 第三節 | | 股份轉讓 | 7 | | 第四章 | | 股東和股東會 | 8 | | 第一節 | | 股東 | 8 | | 第二節 | | 控股股東和實際控制人 | 12 | | 第三節 | | 股東會的一般規定 | 13 | | 第四節 | | 股東會的召集 | 17 | | 第五節 | | 股東會的提案與通知 | 19 | | 第六節 | | 股東會的召開 | 21 | | 第七節 | | 股東會的表決和決議 | 24 | | 第五章 | 董事會 | | 30 | | 第一節 | | 董事 | 30 | | 第二節 | | 董事會 | 34 | | 第三節 | | 獨立非執行董事 | 40 | | 第四節 | | 董事會專門委員會 | 43 | | 第六章 | | 總裁及 ...

Group 1 - President Xi Jinping will attend the APEC informal leaders' meeting in South Korea from October 30 to November 1, with potential discussions on a meeting between the Chinese and U.S. leaders [1] - The Central Committee emphasizes addressing "three rural issues" as a priority, projecting an estimated market space of around 10 trillion yuan over the next five years [1] - The focus on new urbanization is expected to require over 5 trillion yuan in investment for underground infrastructure during the 14th Five-Year Plan [1] Group 2 - The U.S. September CPI rose 3% year-on-year, the highest since January, but below market expectations of 3.1% [2] - The market has fully priced in two 25 basis point rate cuts by the Federal Reserve for the remainder of the year [2] Group 3 - Premier Li Qiang will attend multiple ASEAN meetings in Malaysia from October 27 to 28 [3] - The central bank aims to enhance the effectiveness of monetary policy and maintain stability in financial markets [3] - The State Administration of Foreign Exchange emphasizes the need for high-level opening in the foreign exchange sector and promoting the internationalization of the renminbi [3] Group 4 - The central bank will conduct a 900 billion yuan MLF operation on October 27, marking a net injection of 200 billion yuan for the month [4] - Various provinces have reported GDP data for the first three quarters, with Guangdong's GDP reaching 10.52 trillion yuan, a 4.1% increase [4] Group 5 - The China Securities Regulatory Commission emphasizes risk prevention and high-quality development in capital markets [5] - A-shares saw significant gains, with the Shanghai Composite Index rising 0.71% to 3950.31 points [5] - Hong Kong's Hang Seng Index closed up 0.74%, with notable strength in the semiconductor sector [5] Group 6 - 712 listed companies have disclosed share repurchase or increase loan plans, totaling a maximum loan amount of 152.48 billion yuan [6] - Domestic GPU leader Muxi Co. successfully passed IPO approval on the Sci-Tech Innovation Board, aiming to raise 3.904 billion yuan for R&D [6] Group 7 - The China Logistics and Purchasing Federation initiated an "anti-involution" campaign to combat low-quality competition in the warehousing industry [8] - The China Nonferrous Metals Industry Association stressed the importance of maintaining industry confidence and preventing "involution" [9] Group 8 - The People's Bank of China reported a decline in real estate loans, with a balance of 52.83 trillion yuan, down 0.1% year-on-year [10] - Hangzhou is implementing "home purchase + consumption voucher" subsidy activities to stimulate the housing market [10] Group 9 - JD.com, Meituan, and other companies are under investigation by market regulators for food safety and operational compliance issues [11] - The narrow passenger car retail market is expected to reach around 2.2 million units in October, with a projected 60% penetration rate for new energy vehicles [11] Group 10 - Morgan Stanley plans to allow institutional clients to use actual holdings of Bitcoin and Ethereum as loan collateral [12] - Xiaomi Auto announced a tax subsidy plan for customers who complete orders by November 30 [13] Group 11 - Ford's Q3 adjusted EPS was 45 cents, with sales up 9.3% to a record $50.5 billion, exceeding expectations [21] - Procter & Gamble reported Q1 adjusted EPS of $1.99, with revenue of $22.39 billion, both surpassing market expectations [21]

Core Viewpoint - Sany Heavy Industry (06031) has announced the pricing of its H-share at HKD 21.30 per share, excluding various transaction fees, with an additional issuance of 51.1742 million shares, representing approximately 8.82% of the total shares available for subscription in the global offering [1][1][1] Group 1: Offering Details - The company has exercised part of its over-allotment option, resulting in the issuance of 51.1742 million additional shares [1] - The expected announcement date for the subscription results and allocation details is October 27, 2025 [1] - If the global offering becomes unconditional by October 28, 2025, trading of the H-shares is expected to commence on the Hong Kong Stock Exchange at 9:00 AM [1][1]

Core Viewpoint - Sany Heavy Industry (06031.HK) has announced the pricing and details of its H-share issuance, with a set price of HKD 21.30 per share, excluding various fees [1] Group 1: Share Issuance Details - The company has exercised part of its over-allotment option, issuing an additional 51,174,200 shares, which represents approximately 8.82% of the total shares initially available for subscription [1] - The global offering is expected to become unconditional on October 28, 2025, with H-shares anticipated to start trading on the Hong Kong Stock Exchange at 9:00 AM (Hong Kong time) on the same day [1] - The trading unit for H-shares is set at 200 shares per lot [1]

發售股份的有意投資者務請注意，倘於上市日期（目前預期為2025年10月28日（星期二））上午 八時正（中國香港時間）之前任何時間發生招股章程「承銷 － 承銷安排 － 香港公開發售 － 終止 理由」一節所載任何事件，整體協調人（為其本身及代表香港承銷商）有權立即終止其根據香港 承銷協議須承擔的責任。 1 香港交易及結算所有限公司、香港聯合交易所有限公司（「香港聯交所」）及香港中央結算有限公 司（「香港結算」）對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表 示概不就因本公告全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 本公告不會直接或間接於或向美國（包括美國的領土及屬地、美國任何州以及哥倫比亞特區）發 佈、刊發或派發。本公告並不構成亦不屬於在美國境內或於任何其他司法管轄區購買或認購證 券的任何要約或招攬的一部分。本公告所述證券並無亦不會根據《1933年美國證券法》（經不時 修訂）（「美國證券法」）或美國任何州或其他司法管轄區的證券法登記。證券不得在美國境內提 呈發售、出售、質押或以其他方式轉讓，惟獲豁免遵守美國證券法登記規定及符合任何適用的 州證券法則另作別論，或 ...

Group 1 - Sany Heavy Industry is conducting an IPO from October 20 to 23, planning to issue 580 million H-shares, with approximately 10% allocated for Hong Kong and 90% for international sales, at a price range of HKD 20.3 to 21.3 per share, aiming to raise up to HKD 12.36 billion [1] - The IPO has seen significant demand, with the international placement being oversubscribed multiple times, leading to an early closure of subscriptions on October 22, and a total subscription amount of approximately HKD 51.36 billion, resulting in a 40.5 times oversubscription for the public offering [1] - Sany Heavy Industry is a leading player in the engineering machinery sector, with its concrete equipment being the global number one brand, and it ranks first in excavators and concrete machinery globally [1] Group 2 - The IPO features a strong lineup of cornerstone investors, with 23 top-tier institutions committing a total of USD 758 million (approximately HKD 58.99 billion), accounting for nearly half of the expected fundraising total [2] - The net proceeds from the IPO will be allocated as follows: approximately 45% for expanding global sales and service networks, 25% for enhancing R&D capabilities, 20% for increasing overseas manufacturing capacity and optimizing production efficiency, and 10% for working capital and general corporate purposes [2]

Core Insights - The Hong Kong Stock Exchange (HKEX) has seen 67 new listings in the first nine months of 2025, raising HKD 182.9 billion, primarily driven by "A+H" listings, which accounted for 50% of total IPO fundraising [1] - Sany Heavy Industry is set to launch its IPO with a target price range of HKD 20.3 to 21.3, aiming to raise approximately HKD 12.36 billion [10] - The company has demonstrated strong financial performance, with a 14.96% year-on-year increase in revenue and a 46% increase in net profit in the first half of 2025 [5] IPO Information - Company Name: Sany Heavy Industry (06031.HK) [1] - Industry: Industrial Manufacturing [1] - Offering Period: October 20 to October 23, 2025 [1] - Total Shares Offered: 580 million shares, with 10% for public offering and 90% for international placement [1] - Price Range: HKD 20.3 to 21.3 [1] - Market Capitalization: Approximately HKD 183.81 billion to 192.87 billion [1] - P/E Ratio: 30 times [1] - Minimum Subscription Amount: HKD 4,303 [1] - Listing Date: October 28, 2025 [1] - Cornerstone Investors: 23 investors subscribed for 48.8% of the offering [1] Company Overview - Sany Heavy Industry, founded in 1994 and headquartered in Beijing, is the largest engineering machinery company in China and the third largest globally [1] - The company specializes in the research, manufacturing, sales, and service of a full range of products, including excavators, concrete machinery, and cranes [1] Financial Performance - For the years 2022 to 2024, Sany Heavy Industry reported revenues of RMB 80.84 billion, RMB 74.02 billion, and RMB 78.38 billion, respectively, with net profits of RMB 4.43 billion, RMB 4.61 billion, and RMB 6.09 billion [4] - In the first half of 2025, the company achieved revenue of RMB 44.53 billion and a net profit of RMB 5.22 billion, reflecting a significant increase in profitability [5] Market Position - Sany Heavy Industry ranks first globally in excavators and concrete machinery, with products sold in over 150 countries [3] - The company has a strong international presence, with overseas sales accounting for 60.26% of its main business revenue in the first half of 2025 [7] - The North American and European markets are projected to see significant growth in the engineering machinery sector by 2030, with expected revenues of USD 92.3 billion and USD 47.3 billion, respectively [8] Strategic Outlook - Despite challenges in the domestic infrastructure and real estate sectors, Sany Heavy Industry is well-positioned to capitalize on high demand in overseas markets, particularly in mineral development and energy infrastructure [8] - The company's strategic planning and solid business foundation are expected to enable it to maintain a leading position in the industry and create long-term value for investors [8]

Core Viewpoint - Sany Heavy Industry (06031.HK) plans to globally offer approximately 580 million H-shares, with a pricing range of HKD 20.30-21.30 per share, aiming to raise around HKD 119.26 billion in net proceeds from the offering [2][11]. Group 1: Offering Details - The company will offer 58.04 million shares in Hong Kong and approximately 522 million shares internationally, with the subscription period from October 20 to October 23, 2025, and the expected pricing date on October 24, 2025 [2]. - The cornerstone investors have agreed to subscribe for shares totaling approximately USD 758 million (or about HKD 58.99 billion) based on a mid-range price of HKD 20.80 per share [2][3]. Group 2: Company Overview - Founded in 1994, Sany Heavy Industry is a leading global player in the engineering machinery industry, focusing on the research, manufacturing, sales, and service of a full range of construction machinery products [4]. - According to Frost & Sullivan, Sany is the third-largest engineering machinery company globally and the largest in China, with products sold in over 150 countries and regions [4][5]. Group 3: Financial Performance - For the fiscal year 2024, the company reported a total revenue of RMB 783.83 billion, with overseas revenue contributing RMB 488.62 billion, accounting for 62.3% of total revenue [10]. - The company's net profit for 2024 was RMB 60.93 billion, reflecting a growth from RMB 46.06 billion in 2023 [10]. Group 4: Research and Development - Sany Heavy Industry has invested significantly in R&D, with a cumulative expenditure of RMB 18.168 billion, and maintains 21 R&D centers globally [9]. - The company has established two "lighthouse factories" certified by the World Economic Forum, showcasing its commitment to innovation and smart manufacturing [9]. Group 5: Global Expansion - The company has established eight overseas regions and 31 country-level platforms, employing 6,784 overseas staff to better understand local market needs [7]. - Sany's overseas sales network includes approximately 1,900 outlets and 425 dealers across about 100 countries, enhancing its global marketing and service capabilities [7][11].

Core Viewpoint - The Hong Kong IPO market is experiencing a surge with multiple companies, including SANY Heavy Industry, launching global offerings, indicating increased market activity and investor interest [2][3]. Group 1: SANY Heavy Industry IPO Details - SANY Heavy Industry plans to issue approximately 580 million shares globally, with 522 million shares for international offering and 58.04 million shares for public offering in Hong Kong [2]. - The offering price is set between HKD 20.3 and HKD 21.3, with an expected net fundraising of approximately HKD 11.926 billion, making it the third-largest IPO in Hong Kong this year [2]. - The funds raised will be allocated as follows: 45% for global sales and service network development, 25% for enhancing R&D capabilities, 20% for expanding overseas manufacturing and optimizing production efficiency, and 10% for working capital and general corporate purposes [2]. Group 2: Investor Participation and Company Background - The IPO has attracted 23 cornerstone investors, including Temasek, UBS, and BlackRock, with a total subscription amounting to approximately USD 758 million (around HKD 58.99 billion) based on the median offering price [3]. - Established in 1994, SANY Heavy Industry specializes in the R&D, manufacturing, sales, and service of a full range of construction machinery products, covering various segments [3]. - SANY is the third-largest globally and the largest in China in terms of cumulative revenue from core construction machinery products from 2020 to 2024, with products sold in over 150 countries [3]. Group 3: Financial Performance and Market Trends - Due to the downturn in the domestic real estate market and macroeconomic pressures, SANY's domestic revenue has been declining from 2022 to 2024, while overseas markets have become a growth engine with a compound annual growth rate of 15.2% [4]. - In the first four months of this year, SANY's revenue increased by 18.4% year-on-year to RMB 29.426 billion, with profits rising by 54.0% to RMB 3.476 billion [4].

三一重工股份有限公司 SANY HEAVY INDUSTRY CO., LTD. 股份代號 : 6031 （於中華人民共和國註冊成立的股份有限公司） 全球發售 獨家保薦人、保薦人兼整體協調人、聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 整體協調人、聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 重要提示 重要提示：閣下如對本招股章程的任何內容有任何疑問，應尋求獨立專業意見。 SANY HEAVY INDUSTRY CO., LTD. 三一重工股份有限公司 （於中華人民共和國註冊成立的股份有限公司） 全球發售 全球發售項下的發售股份數目 ： 580,424,600股H股（視乎發售量調整權 以及超額配股權行使與否而定） 香港發售股份數目 ： 58,042,600股H股（可予重新分配） 國際發售股份數目 ： 522,382,000股H股（可予重新分配及視 乎發售量調整權以及超額配股權行使 與否而定） 最高發售價 ： 每股H股21.30港元，另加1.0%經紀 佣金、0.0027%證監會交易徵費、 0.00565%香港聯交所交易費及 0.00015%會財局交易徵費（須 ...