湖南启元律师事务所 关于三一重工股份有限公司 2024 年年度股东会的 法律意见书 2025 年 5 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 2024 年年度股东会（以下简称"本次股东 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，就公司本次股东会有关事宜出具本法律意见书。 本法律意见书仅根据《股东会规则》第五条的要求对本次股东会的召集和召 开程序、召集人和出席人员的资格、表决程序和表决结果的合法有效性发表意见， 并不对本次股东会所审议的议案内容及其所述事实或数据的真实性、准确性、完 整性或合法性、有效性发表意见。 为出具本法律意见书，本所律师出席了本次股东会，并核查和验证了公司提 供的与本次股东会有关的文件、资料，同时听取了公司就有关事实的陈述和说明。 1 2、公司董事会于 2025 年 4 月 18 日在《中国证券报》、《上海证 ...

机械设备行业 标配 （维持） 机械设备行业双周报（2025/04/25-2025/05/08） 2025Q1 机械设备利润端环比改善明显 2025 年 5 月 9 日 投资要点： 分析师：谢少威 SAC 执业证书编号： S0340523010003 电话：0769-23320059 邮箱： xieshaowei@dgzq.com.cn 机械设备（申万）指数走势 资料来源：iFind，东莞证券研究所 相关报告 机械设备本周涨跌幅：申万机械设备行业双周上涨6.66%，跑赢沪深300指数 4.85个百分点，在申万31个行业中排第5名；申万机械设备板块本月至今上涨 4.71%，跑赢沪深300指数2.53个百分点，在申万31个行业中排名第4名；申万 机械设备板块年初至今上涨10.44%，跑赢沪深300指数12.52个百分点，在申 万31个行业中排名第1名。 机械设备二级板块本周涨跌幅：截至2025年5月8日，申万机械设备行业的5个 二级板块中，从双周表现来看，通用设备板块涨幅最大，为8.36%。其他板块 表现如下，自动化设备板块上涨8.08%，专用设备板块上涨7.23%，轨交设备 Ⅱ板块上涨2.87%，工程机械板块上涨 ...

Core Viewpoint - SANY Heavy Industry is committed to high-quality development, focusing on global expansion, digital transformation, and low-carbon initiatives, while enhancing product quality and profitability [1][2] Company Performance - In 2024 and Q1 2025, SANY Heavy Industry reported significant year-on-year increases in revenue and net profit attributable to shareholders, indicating strong operational capabilities [1] - The company maintains the leading market share in domestic excavators and concrete machinery, with robust growth in international markets, particularly following the expansion of its "Lighthouse Factory" in Indonesia [1] Industry Outlook - The engineering machinery industry is entering a long-term technological upcycle, driven by the convergence of the Fourth Industrial Revolution and the Third Energy Revolution, with increasing applications for engineering machinery [1] - The domestic market is expected to recover due to rising demand in infrastructure investment, new urbanization, and mining projects, supported by policies like special long-term treasury bonds [2] Market Trends - The engineering machinery sector is gradually emerging from a downturn, with positive sales performance in Q1 2025, particularly in excavators, and a growing interest in non-excavator products in overseas markets [2] - SANY Heavy Industry's core product advantages remain strong, with excavators leading domestic sales for several years and a significant increase in global market share for lifting machinery [2]

Macro and Strategy Research - The GDP growth in Q1 2025 was 5.4% year-on-year, indicating a strong start, particularly in the "two new and two heavy" sectors [2] - The Federal Reserve paused interest rate cuts in May, with expectations for the next cut potentially in July, while domestic liquidity is expected to become more abundant following the implementation of monetary policy adjustments [3] - A-share market liquidity has shown resilience due to structural support from central government funds and a potential end to the outflow of financing, creating new opportunities for inflows as new market themes emerge [3][4] - The performance of A-share companies in Q1 2025 showed a recovery in net profit growth, particularly among small and mid-cap stocks, indicating improved profitability [4] Industry Research - The engineering machinery sector has seen a significant increase in operating rates, with Q1 2025 excavator sales reaching 61,400 units, a 22.8% year-on-year increase, and domestic sales growing by 38.3% [6] - The average operating rate for engineering machinery in Q1 2025 was 44.67%, with 12 provinces exceeding 50%, indicating a positive trend in demand as the traditional peak season approaches [6] - Tesla's humanoid robot production is expected to ramp up significantly, with thousands of units planned for 2025 and a projected annual output of one million by 2029 or 2030, suggesting potential growth in the robotics sector [7] - The report maintains a "positive" rating for the engineering machinery industry, recommending increased holdings in companies such as Sany Heavy Industry, Zoomlion, and others [7]

Investment Rating - The report assigns a "Neutral" rating for the company, indicating that the expected performance is within a range of -5% to 5% relative to the benchmark index [12]. Core Insights - The company is projected to achieve a revenue of 77.77 billion yuan in 2024, with a growth rate of 6.22%, and is expected to reach 113.39 billion yuan by 2027, with a growth rate of 11.31% [2][8]. - The net profit attributable to the parent company is forecasted to grow from 5.98 billion yuan in 2024 to 12.70 billion yuan in 2027, reflecting a compound annual growth rate (CAGR) of approximately 20.76% [2][8]. - The gross margin is expected to improve from 26.43% in 2024 to 29.18% in 2027, indicating enhanced operational efficiency [2][8]. Financial Summary Income Statement - Revenue is projected to grow from 77.77 billion yuan in 2024 to 113.39 billion yuan in 2027, with corresponding growth rates of 6.22%, 14.38%, 14.52%, and 11.31% for the respective years [2][8]. - The net profit is expected to increase from 6.09 billion yuan in 2024 to 12.94 billion yuan in 2027, with profit growth rates of 31.98%, 39.72%, 25.97%, and 20.76% [2][8]. - The EBITDA is forecasted to rise from 10.08 billion yuan in 2024 to 18.80 billion yuan in 2027 [8]. Balance Sheet - Total assets are projected to grow from 152.15 billion yuan in 2024 to 184.22 billion yuan in 2027, while total liabilities are expected to increase from 79.14 billion yuan to 92.39 billion yuan over the same period [7]. - The company's equity attributable to shareholders is expected to rise from 71.95 billion yuan in 2024 to 90.18 billion yuan in 2027 [7]. Cash Flow Statement - Operating cash flow is projected to be 14.81 billion yuan in 2024, increasing to 17.12 billion yuan by 2027 [7]. - The net increase in cash is expected to be 3.43 billion yuan in 2024, with a gradual decrease to 4.33 billion yuan in 2027 [7]. Key Financial Ratios - The company’s P/E ratio is expected to decrease from 27.91 in 2024 to 13.13 in 2027, indicating a potentially more attractive valuation over time [8]. - The return on equity (ROE) is projected to improve from 8.30% in 2024 to 14.08% in 2027, reflecting better profitability [8].

Core Viewpoint - The company reported strong Q1 2025 results with significant year-on-year growth in revenue and net profit, indicating a robust recovery in domestic and overseas markets [1][2][3] Financial Performance - Q1 2025 revenue reached 21.049 billion yuan, up 19.2% year-on-year - Net profit attributable to shareholders was 2.471 billion yuan, an increase of 56.4% year-on-year - Deducting non-recurring items, net profit was 2.403 billion yuan, reflecting a 78.5% year-on-year growth [1] Market Trends - Domestic business growth has turned positive, with a comprehensive recovery in major product sales - Excavator domestic sales grew by 38.3% in the first quarter, while the overall domestic sales of engineering cranes decreased by 5.4%, though specific segments like crawler cranes and truck-mounted cranes showed positive growth [1] - The CMI index for April was 130.95, indicating a year-on-year increase of 27.2% and a month-on-month increase of 1.9% [1] Cost Management - The company achieved significant reductions in various expense ratios: sales expense ratio at 6.38%, management expense ratio at 3.02%, R&D expense ratio at 5.00%, and financial expense ratio at -1.75%, all showing year-on-year declines [2] - Operating cash flow for Q1 was 4.413 billion yuan, up 0.81% year-on-year, while inventory decreased by 6.57 million yuan [2] Industry Position and Outlook - The company remains a leader in the engineering machinery sector, with excavators leading domestic sales for 14 consecutive years and concrete machinery holding the global top position for the same duration [3] - The company is expected to achieve net profits of 8.349 billion yuan, 10.517 billion yuan, and 12.700 billion yuan for the years 2025 to 2027, with corresponding PE ratios of 20.0, 15.9, and 13.1 [3]

另外，据央视财经与三一重工、树根互联联合打造的"挖掘机指数"，今年一季度，全国工程机械平均开 工率为44.67%，较去年同期增幅为1.62%，12个省份平均开工率超过50%。三一重工预计，2025年，国 内工程机械市场持续向好，基建投资、新城镇化、矿山、水利工程等需求将进一步复苏，叠加超长期特 别国债等政策的持续落地，市场有望加速回暖。 值得一提的是，近期，国内多地重大工程项目建设加快推进。业内人士表示，随着项目建设加快推进、 资金支持力度加大，二季度基建投资有望继续在稳住经济大盘、推动经济实现质的有效提升和量的合理 增长方面发挥积极作用。华创证券此前指出，在国际贸易摩擦逐步升级背景下，看好后续国内政策端持 续发力提振内需，工程机械板块有望充分受益。 消息面上，今年一季度工程机械行业景气度持续走高，挖掘机国内销量同比增近四成，出口量稳居高 位。据中国工程机械工业协会统计，2025年一季度，挖掘机主要制造企业共销售挖掘机61372台，同比 增长22.8%；其中国内销量36562台，同比增长38.3%；出口24810台，同比增长5.49%。 智通财经APP获悉，重型机械股普涨，截至发稿，森松国际(02155)涨2 ...

工程机械行业持续回暖，一季度三大龙头业绩均实现双增。 徐工机械营收最高，其实现营收268.15亿元，同比增长10.92%，净利润20.22亿元，同比增长26.37%。该公司预计，2025年全年营收将增超10%，而净利润、 现金流增速将超过营收增速。 中联重科净利润增速较快，其净利润同比增长53.98%至14.1亿元，营收为121.17亿元，同比增长2.92%。 从行业整体来看， 今年一季度工程机械行业景气度持续走高，挖掘机国内销量同比增近四成，出口量稳居高位。 据中国工程机械工业协会统计，2025年一 季度，挖掘机主要制造企业共销售挖掘机61372台，同比增长22.8%；其中国内销量36562台，同比增长38.3%；出口24810台，同比增长5.49%。 另外，据央视财经与三一重工、树根互联联合打造的"挖掘机指数"，今年一季度，全国工程机械平均开工率为44.67%，较去年同期增幅为1.62%，12个省份 平均开工率超过50%。 三一重工预计，2025年，国内工程机械市场持续向好，基建投资、新城镇化、矿山、水利工程等需求将进一步复苏，叠加超长期特别国债等政策的持续落 地，市场有望加速回暖。此外，新能源产品渗透率 ...

Core Insights - The company reported Q1 2025 revenue of 21.177 billion yuan, a year-on-year increase of 18.77%, and a net profit attributable to shareholders of 2.471 billion yuan, up 56.40% year-on-year [1] - The company's domestic product lines are showing signs of recovery, with significant growth in the excavator sector, which saw a 38% year-on-year increase in sales volume [2] - The company is focusing on cost control, resulting in a notable increase in net profit margin to 11.89%, up 2.7 percentage points year-on-year [3] Financial Performance - Q1 2025 revenue reached 21.177 billion yuan, reflecting an 18.77% increase compared to the same period last year [1] - The net profit attributable to shareholders was 2.471 billion yuan, representing a 56.40% year-on-year growth [1] - The gross profit margin for Q1 2025 was 26.84%, with the net profit margin improving to 11.89%, an increase of 2.7 percentage points year-on-year [3] Product Line Recovery - The domestic excavator market experienced a significant recovery, with a 38% year-on-year increase in sales volume, indicating strong demand [2] - Other segments, such as crawler cranes and truck-mounted cranes, also showed signs of recovery, with expectations for positive growth in Q1 2025 [2] - The company is well-positioned as a leader in the domestic excavator industry, benefiting from the overall recovery in the engineering machinery sector [2] International Business Growth - The company's international business is expected to continue its growth trajectory, with Q1 2025 overseas revenue growth anticipated to exceed the overall industry growth of 7.5% [2] - Emerging markets such as Africa, Latin America, and Asia-Pacific are expected to show faster growth rates [2] - The company has established a strong competitive advantage in international markets through early overseas expansion and a well-developed local production, research, and sales network [2] Cost Control and Efficiency - The company has successfully reduced research and management expenses, leading to improved profit margins [3] - The research expense ratio decreased by 2.26 percentage points, while management expenses fell by 0.74 percentage points, contributing to overall profitability [3] - Financial expenses also decreased by 2.62 percentage points, with positive foreign exchange impacts contributing to profit growth [3] Future Outlook - The company is expected to achieve net profits of 8.633 billion yuan and 11.008 billion yuan in 2025 and 2026, respectively, with corresponding price-to-earnings ratios of 19 times and 15 times [3] - The overall sales outlook for the year is optimistic, with potential upward revisions based on the recovery in the domestic market [3]

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company reported a revenue of 21.177 billion yuan in Q1 2025, representing a year-on-year increase of 18.77%. The domestic three major product lines are expected to recover comprehensively, with significant cost control measures leading to a net profit margin of 11.89%, up by 2.7 percentage points year-on-year. The outlook for the entire year of 2025 is optimistic, with potential upward revisions in sales expectations [2][6]. Summary by Sections Revenue and Profitability - In Q1 2025, the company achieved a revenue of 21.177 billion yuan, a year-on-year increase of 18.77%. The net profit attributable to shareholders was 2.471 billion yuan, up 56.40% year-on-year, while the net profit excluding non-recurring items was 2.403 billion yuan, an increase of 78.54% year-on-year [6]. Domestic Market Recovery - The domestic market is showing signs of recovery, with the excavator industry experiencing a year-on-year sales increase of 38% in Q1 2025. The company, as a leading player in the excavator sector, is expected to see substantial revenue growth in this segment. Additionally, the recovery is extending from excavators to non-excavator machinery, with positive sales trends anticipated in the crane and concrete machinery sectors [2][11]. International Business Growth - The company's international business is expected to continue its growth trajectory, with Q1 2025 overseas revenue growth anticipated to exceed the industry average. Emerging markets such as Africa, Latin America, and Asia-Pacific are expected to show faster growth rates. The company has established a solid overseas presence with local production, research, sales, and service capabilities, enhancing its long-term competitive edge [2][11]. Cost Control and Profit Margins - The company has effectively implemented cost control measures, resulting in a significant improvement in net profit margin to 11.89% in Q1 2025. This improvement is attributed to a decrease in research and development expenses, management expenses, and financial expenses, contributing positively to profit growth [2][11]. Future Outlook - The company is well-positioned to benefit from the recovery in the domestic market and is expected to achieve net profits of 8.633 billion yuan and 11.008 billion yuan in 2025 and 2026, respectively, with corresponding price-to-earnings ratios of 19 times and 15 times [2][11].