2025 年第五次临时股东会会议议案 三一重工股份有限公司 2025 年 12 月 30 日 目录 | 1、关于取消公司监事会并修订《公司章程》的议案 1 | | | --- | --- | | 2、关于修订《股东会议事规则》的议案 | 26 | | 3、关于修订《董事会议事规则》的议案 | 33 | | 4、关于修订部分公司制度的议案 35 | | | 5、关于预计 2026 年开展按揭与融资租赁业务额度的议案 36 | | | 6、关于为控股子公司提供担保额度预计的议案 | 37 | | 7、关于与关联银行开展存款业务的议案 | 39 | | 8、关于为控股子公司提供财务资助的议案 | 41 | | 9、关于预计 2026 年度日常关联交易的议案 | 43 | | 10 关于预计全资子公司三一融资担保有限公司 2026 年度对外担保额 | | | 度的议案 | 47 | 议案一： 三一重工股份有限公司 关于取消公司监事会并修订《公司章程》的议案 各位股东及股东代表： 为进一步完善公司治理结构，更好地促进公司规范运作，根据《中华人民共和 国公司法》《上海证券交易所股票上市规则（2024 年 4 月修订）》《 ...

Core Viewpoint - In November 2025, the sales of new energy heavy trucks and traction vehicles reached record highs, with significant year-on-year growth, indicating a robust market trend in the new energy commercial vehicle sector [1][4][22]. Group 1: Sales Performance - In November 2025, new energy traction vehicles sold 19,800 units, marking a year-on-year increase of 185% and a month-on-month increase of 48% [4][5]. - The total sales of new energy heavy trucks reached 24,000 units in November, reflecting a year-on-year increase of 176% [1]. - Cumulatively, from January to November 2025, new energy traction vehicle sales reached 129,600 units, representing a year-on-year increase of 230% [15]. Group 2: Market Dynamics - All 31 provincial-level administrative regions in China reported new energy traction vehicle sales in November, with 24 regions exceeding 100 units sold [6]. - The top-selling regions included Shanghai with over 3,000 units and Shanxi with over 2,000 units sold [6]. - The market for new energy traction vehicles has maintained strong momentum since 2025, with significant sales growth across various provinces [6][7]. Group 3: Company Performance - The leading companies in new energy traction vehicle sales for November included Jiefang with 3,313 units and Xugong with 3,236 units, both achieving substantial year-on-year growth [9][11]. - Notably, companies like Xugong, Heavy Truck, and Shaanxi Automobile saw year-on-year increases of 250%, 276%, and 220% respectively [13]. - Cumulatively, Jiefang and Xugong have each surpassed 20,000 units in sales, with figures of 21,500 and 20,600 units respectively [15][17]. Group 4: Market Share - The market share of the top five companies in new energy traction vehicles exceeds 10%, with Jiefang at 16.60% and Xugong at 15.93% [20]. - The overall market dynamics indicate that the leading companies are not only increasing their sales but also enhancing their market presence significantly [20]. Group 5: Future Outlook - The strong sales performance in November suggests that the new energy traction vehicle market may continue to grow in December 2025, potentially achieving even higher sales and growth rates [22].

Core Insights - The Chinese construction machinery industry is experiencing a strong recovery, attracting global capital interest, with excavator sales expected to grow by 17% year-on-year from January to October 2025 [1] - The issuance of the engineering machinery ETF by the fund is set to provide investors with a convenient tool to capitalize on the current recovery in the industry, with fundraising ending on December 5, 2025 [1][5] Policy Support - The recovery of the construction machinery industry is driven by a combination of policies, market demand, and internal industry cycles, with strong policy support acting as a "booster" [2] - The State Council's large-scale equipment renewal initiative is identified as the core policy engine driving domestic demand, with over 60% of the excavator stock renewal demand expected in 2025 [2] - The issuance of special government bonds worth trillions this year is directing funds towards infrastructure projects, thereby boosting new equipment procurement [2] Market Demand - The market demand is characterized by a clear "internal stability and external growth" pattern, with domestic sales of non-excavator equipment showing significant growth [2] - In the overseas market, exports have become the main growth engine, with China's construction machinery export value reaching $48.57 billion from January to October 2025, a year-on-year increase of 12% [2] Financial Performance - The recovery in industry prosperity is reflected in improved corporate profitability, with the construction machinery sector achieving a net profit of 20.999 billion yuan in the first half of 2025, a year-on-year growth rate of 21.59% [3] - Revenue for the same period was 205.565 billion yuan, up 7.52%, indicating that profit growth is outpacing revenue growth, confirming the effectiveness of the industry recovery [3] Market Concentration - The construction machinery industry exhibits a high market concentration, with leading companies gaining significant advantages, making it crucial to focus on these leaders for investment opportunities [4] - The CSI Construction Machinery Theme Index is designed to reflect this industry characteristic, with the top ten constituent stocks accounting for over 70% of the index weight, and the top four stocks representing over 51% [4] Investment Opportunities - The engineering machinery ETF closely tracks the CSI Construction Machinery Theme Index, providing a transparent tool for investors to capitalize on the recovery of leading companies in the industry [5] - Investors are encouraged to pay attention to the ETF, especially those optimistic about the core competitiveness of Chinese manufacturing and the cyclical recovery logic [5]

Core Viewpoint - SANY Heavy Industry's stock has shown a significant increase in price and trading volume, indicating strong market interest and positive financial performance in recent periods [1][2]. Financial Performance - For the period from January to September 2025, SANY Heavy Industry achieved a revenue of 66.104 billion yuan, representing a year-on-year growth of 13.27% [2]. - The net profit attributable to shareholders for the same period was 7.136 billion yuan, reflecting a substantial year-on-year increase of 46.58% [2]. Stock Performance - As of December 4, SANY Heavy Industry's stock price rose by 2.21% to 20.85 yuan per share, with a total market capitalization of 191.716 billion yuan [1]. - The stock has increased by 31.85% year-to-date, with a recent 5-day increase of 3.58%, although it has seen a decline of 5.18% over the past 20 days [1]. Shareholder Structure - As of September 30, 2025, the number of shareholders decreased by 15% to 452,900, while the average number of circulating shares per person increased by 17.65% to 18,709 shares [2]. - The top circulating shareholder, Hong Kong Central Clearing Limited, holds 1.091 billion shares, an increase of 91.071 million shares from the previous period [3]. Dividend Distribution - Since its A-share listing, SANY Heavy Industry has distributed a total of 31.876 billion yuan in dividends, with 8.858 billion yuan distributed over the last three years [3].

智通财经APP讯，三一重工(06031)发布公告，2025年11月，公司未实施股份回购。截至2025年11月月 底，公司已累计回购股份7267.92万股，占公司A股总股本的比例为0.86%，购买的最高价为19.39元/ 股、最低价为17.39元/股，已支付的总金额为13.55亿元。 ...

三一重工（600031）(06031)发布公告，2025年11月，公司未实施股份回购。截至2025年11月月底，公 司已累计回购股份7267.92万股，占公司A股总股本的比例为0.86%，购买的最高价为19.39元/股、最低 价为17.39元/股，已支付的总金额为13.55亿元。 ...

格隆汇12月3日丨三一重工(06031.HK)公告，2025年11月，公司未实施股份回购。截至2025年11月月 底，公司已累计回购股份7,267.92万股，占公司A股总股本的比例为0.86%，购买的最高价为19.39元/ 股、最低价为17.39元/股，已支付的总金额为135,536.87万元(不含印花税、交易佣金等交易费用)。上述 回购进展符合相关法律法规及公司回购股份方案的规定。 ...

总体情况及亮点成就 "十四五"以来,我国工程机械行业在市场机制作用 下,坚持企业主体地位,加快提质增效、转型升 级，有效支撑了城乡发展、道路交通、能源电力、 应急救援、国防建设等,保障了我国重大工程、重 大项目建设需要。 产业规模快速增长 南方财经全媒体集团 佐济站出击 世纪经济报道 20 21财经 国速览"十四五"工程机械硬核答卷 O我国工程机械已形成22大类工程机械产品,成为 产品类别、品种最齐全的国家之一。 O2024年,工程机械行业预计实现营业收入8165 亿元,挖掘机、起重机、装载机等主要产品产量居 会球第一。 技术水平大幅提高 企业竞争力持续增强 o 据英国KHL发布的 上人 T + = 1 = 1 = + = + = o 16.07米超大直径盾构机、 700吨挖掘机、 4000吨级履带起重机等 重大装备成功研制并实现应用。 ○2米及以上大型全液压旋挖钻机 实现批量生产。 ○ 掘进机突破国外技术垄断, 国内市场占有率超过90%。 2025年度主以上在机械制道阎5U·由作门传 亚小, 我国有13家工程机械企业进入50强, 其中,徐工集团、三一重工分别位列第4、第6。 智能绿色化产品发展提速 O纯电动 ...

Core Viewpoint - The new energy heavy truck market experienced significant growth in November 2025, with a record monthly sales of 24,000 units, reflecting a year-on-year increase of 176% and a month-on-month increase of 40% [5][26]. Market Performance - In the "Golden September and Silver October" of 2025, the new energy heavy truck market saw year-on-year increases of 252% and 153% respectively, with September achieving the highest monthly sales record [1][2]. - November 2025 marked a new monthly sales record with 24,000 new energy heavy trucks added, representing a month-on-month increase of nearly 7,000 units [6][5]. - The average monthly sales from January to November 2025 approached 15,000 units, with continuous high sales maintained since March [6]. Regional Sales Distribution - In November 2025, all 31 provincial-level administrative regions in China reported new energy heavy truck sales, with 16 regions adding over 500 units [8]. - Shanghai and Shanxi led the sales, each adding over 2,000 units in November [8][10]. Company Performance - In November 2025, the top four companies in new energy heavy truck sales all exceeded 3,000 units, with XCMG leading at 3,963 units, followed by SANY, Jiefang, and Heavy Truck [12][14]. - The majority of leading companies experienced significant year-on-year growth, with XCMG, Heavy Truck, and others achieving increases above the market average of 176% [16]. Cumulative Sales Data - From January to November 2025, cumulative sales reached 161,000 units, a year-on-year increase of 189% [19]. - The top six companies, including XCMG, SANY, and Jiefang, each surpassed 10,000 units in cumulative sales, with XCMG leading at 26,200 units [20][22]. Market Share Insights - The market share of the top five companies exceeded 10%, with XCMG at 16.27%, SANY at 15.63%, and Jiefang at 15.14% [24]. - The competition among companies remains tight, with small differences in market share among the top players [24]. Conclusion - The new energy heavy truck market in 2025 has consistently shown explosive growth, with record-breaking sales and strong performances from leading companies, indicating a robust market outlook for the remainder of the year [26].

Core Viewpoint - The mining excavator market is expected to be a key growth area, particularly in overseas and emerging markets, with SANY's earnings forecast revised upwards due to increased sales volume and finance income following its recent Hong Kong IPO [1][3]. Group 1: Market Outlook - Large-size mining excavators are identified as a significant growth area for 2026, driven by a replacement-driven upcycle and early-stage recovery in crane demand in China [1]. - SANY aims to increase annual mining excavator sales from RMB2 billion in 2025E to RMB6 billion in 2028E [2]. Group 2: Financial Performance - Following the Hong Kong IPO, SANY raised approximately HK$15 billion (around RMB13.7 billion), with a forecasted net cash of RMB25 billion by the end of 2025E [3]. - The target price for SANY-A has been revised to RMB27 from RMB24, reflecting an earnings upcycle with a target P/E of 24x [1]. Group 3: Strategic Initiatives - SANY plans to separate its mining excavator operations to enhance collaboration with its mining truck unit, aiming to expand its overseas mining equipment segment [2]. - More than half of the IPO proceeds will be allocated to global sales network and overseas capacity expansion [3].