宇通客车股份有限公司 董事会议事规则 第一条 为更好地发挥董事会的作用，建立完善的法人治理结构， 以确保董事会的工作效率和科学决策，明确相应的责任，保证董事会 议程和决议的合法性，根据《中华人民共和国公司法》《公司章程》 的有关规定，特制定本规则。 第二条 董事会是公司常设的执行机构，行使法律、法规、规章、 《公司章程》和股东会赋予的职权。 第三条 董事会秘书负责董事会会议的组织和协调工作，包括安 排会议议程、准备会议文件、组织安排会议召开、负责会议记录及会 议决议、决议公告的起草工作。 第四条 董事会会议由董事长主持。董事长不能主持时，由副董 事长(公司有两位或者两位以上副董事长的，由过半数以上董事共同 推举的副董事长主持)主持；副董事长不能主持、不主持或者未设副 董事长的，由过半数的董事共同推举的一名董事主持。 董事会会议应当由过半数的董事出席方可举行。 第五条 董事会会议分为定期会议和临时会议，定期会议每年至 少召开两次。董事会秘书应按照《公司章程》规定的时间、方式，在 会议召开前将会议通知送达全体董事和总经理。 第六条 董事会会议在保障董事充分表达意见的前提下，可以通 过联签、传真、电话会议、视频会议 ...

目录 | 2024 年年度股东大会会议须知 | 1 | | --- | --- | | 2024 年年度股东大会议程 | 2 | | 审议事项： | | | 议案一：2024 年度董事会工作报告 | 3 | | 议案二：2024 年度监事会工作报告 | 25 | | 议案三：2024 年度财务决算报告 | 28 | | 议案四：2024 年度利润分配预案 | 30 | | 议案五：2024 年年度报告 | 31 | | 议案六：关于支付 2024 年度审计费用并续聘审计机构的议案 | 32 | | 议案七：关于 2025 年日常关联交易预计的议案 | 33 | | 议案八：关于续签《2025 年-2028 年关联交易框架协议》的议 | | | 案 | 37 | | 议案九：关于续签《2025 年-2028 年金融服务框架协议》的议 | | | 案 | 44 | | 议案十：关于 2025 年对外担保预计的议案 | 52 | | 议案十一：关于修订《公司章程》及附件的议案 | 55 | | 议案十二：关于修订《董事、监事任职津贴管理制度》的议案56 | | | 议案十三：关于修订《对外投资管理制度》的议案 | ...

Core Viewpoint - The automotive sector, as represented by the CSI Automotive Index, has experienced a significant decline over the past month, quarter, and year-to-date, indicating potential challenges in the industry [2]. Group 1: Index Performance - The CSI Automotive Index opened lower but closed higher, increasing by 1.14% to 10,738.18 points, with a trading volume of 40.968 billion [1]. - Over the past month, the CSI Automotive Index has decreased by 10.37%, by 4.59% over the last three months, and by 9.38% year-to-date [2]. Group 2: Index Composition - The CSI Automotive Index is composed of listed companies in the automotive sector, selected from the broader CSI All Share Index, with a base date of December 31, 2004, set at 1,000 points [2]. - The top ten weighted companies in the index are BYD (18.26%), Seres (14.77%), SAIC Motor (10.92%), Changan Automobile (9.18%), JAC Motors (8.31%), Yutong Bus (5.81%), Great Wall Motors (5.11%), BAIC BluePark (4.4%), GAC Group (3.08%), and China National Heavy Duty Truck Group (2.07%) [2]. Group 3: Market Segmentation - The index's holdings are primarily in the consumer discretionary sector, accounting for 74.93%, while the industrial sector makes up 25.07% [3]. - The index undergoes semi-annual adjustments, with changes implemented on the next trading day following the second Friday of June and December [3]. Group 4: Investment Products - Public funds tracking the automotive index include GF CSI Automotive A, GF CSI Automotive C, and GF CSI Automotive ETF [4].

Core Viewpoint - The company reported significant growth in both revenue and net profit for 2024, driven by strong domestic and export demand in the bus industry [1][2][4]. Financial Performance - The company achieved a total revenue of 37.22 billion yuan in 2024, representing a year-on-year increase of 37.6%, and a net profit attributable to shareholders of 4.12 billion yuan, up 126.5% year-on-year [1]. - In Q4 2024, revenue reached 13.14 billion yuan, a year-on-year increase of 62.4% and a quarter-on-quarter increase of 69.8%, with net profit of 1.68 billion yuan, up 119.7% year-on-year and 122.2% quarter-on-quarter [1]. Industry Trends - The industry saw a total of 115,000 medium and large buses sold in 2024, a year-on-year increase of 31.33%, with domestic sales of 71,000 units (up 61.5%) and overseas sales of 44,000 units (up 38.5%) [2]. - The company’s bus sales reached 47,000 units in 2024, a year-on-year increase of 28.5%, with 40,000 medium and large buses sold, reflecting a 27.0% increase [2]. Sales and Profitability - In Q4 2024, the company exported 4,000 medium and large buses, a year-on-year increase of 48.3%, with export sales accounting for 34.7% of total sales [3]. - The average revenue per vehicle in Q4 was 844,000 yuan, up 6.8% year-on-year, while the profit per vehicle was 108,000 yuan, reflecting a year-on-year increase of 44.5% [3]. Future Outlook - The company expects continued growth in domestic demand for buses, supported by government subsidies for replacing older vehicles, which will likely enhance average selling prices [4]. - The company has initiated a mid-term dividend distribution of 1.107 billion yuan, with a payout ratio of 45.5%, marking the first mid-term dividend in nearly 20 years [4]. Investment Projections - Revenue projections for 2025-2027 are 42.7 billion, 47.2 billion, and 51.1 billion yuan, with year-on-year growth rates of 14.8%, 10.5%, and 8.3% respectively [5]. - Net profit forecasts for the same period are 4.49 billion, 5.11 billion, and 5.72 billion yuan, with corresponding growth rates of 9.1%, 13.8%, and 11.9% [5].

Investment Rating - The report maintains a "Positive" investment rating for the automotive industry [14] Core Insights - The impact of the recent tariffs imposed by the U.S. on China is relatively limited for the automotive sector, primarily affecting parts exports. Strong parts manufacturers have established global production capabilities, particularly in Mexico, which benefits from zero tariffs under the USMCA agreement [2][10] - The overall automotive sales for the week of March 24-30 reached 482,500 units, a 12.3% increase compared to the previous week. New energy vehicle sales were 241,900 units, reflecting an 8.0% increase, with a penetration rate of 50%, down 2.0 percentage points from the previous week [9][10] - The A-share automotive sector experienced a decline of 3.60%, underperforming the CSI 300 index, which fell by 1.37% [9] Summary by Sections Tariff Impact - The U.S. tariffs on Chinese imports have a limited short-term impact on the automotive sector, with parts exports being the primary concern. Companies can potentially shift production to Mexico or other low-tariff regions to mitigate costs [10][23] Market Performance - The automotive sector's performance in the A-share market has been weak, with various sub-sectors showing declines, particularly in commercial vehicle parts and tires [9][11] Sales Data - Total automotive sales for March 2025 reached 1.685 million units, a 23.4% increase year-on-year, with new energy vehicles accounting for 890,000 units, up 27.7% [9][10] Investment Recommendations - The report recommends focusing on the complete vehicle segment and parts manufacturers with strong overseas layouts, particularly those involved in smart driving technologies and robotics [11][12] - Specific companies highlighted for investment include BYD, XPeng Motors, and Geely for smart driving vehicles, and Top Group and Fulin Precision for robotics [11][12] Parts Manufacturing - Some parts manufacturers may face pressure due to declining Tesla sales, but recovery is expected with new vehicle launches in Q2. Companies with operations in Mexico are less affected by the tariffs [12][40]

Summary of Zhengzhou Yutong Bus Co Earnings Conference Call Company Overview - **Company**: Zhengzhou Yutong Bus Co - **Industry**: China Autos & Shared Mobility - **Market Cap**: Rmb58,692 million - **Stock Rating**: Equal-weight - **Price Target**: Rmb26.60 - **Current Price (as of March 31, 2025)**: Rmb26.51 - **52-Week Range**: Rmb30.05 - Rmb18.77 Key Points from the Earnings Conference Call 2025 Outlook - The company anticipates continuous export growth and market share gains, with domestic sales potentially boosted by policy stimulus on bus sales [1][3] - Specific targets for 2025 include: - Domestic sales: 36.5k units, representing an 11% year-over-year (YoY) increase - Exports: 16.5k units, representing an 18% YoY increase [1][3] - Total revenue guidance for 2025 is Rmb42.1 billion, indicating a 13% YoY growth, with largely flattened average selling price (ASP) compared to previous years [1][3] ASP Trends - The flattening of ASP is attributed to a decline in domestic ASP due to smaller bus demand, while higher overseas ASP is expected [1][3] 1Q25 Outlook - The company expects approximately 9k units in total sales for 1Q25, primarily driven by domestic sales, with exports facing a high comparable base from 1Q24 [2] - Profit growth in 1Q25 is anticipated to be muted [2] Dividends - The company proposed another round of interim dividends in 2025, which may be viewed positively by the market [2] - Despite a strong cash position, the company may not sustain its previous payout ratio of over 100% [2] Financial Metrics - Projected EPS for 2025: Rmb1.82 - Projected revenue for 2025: Rmb39,757 million - Projected EBITDA for 2025: Rmb5,313 million - Projected P/E ratio for 2025: 14.5 - Projected ROE for 2025: 28.7% [4] Risks - **Upside Risks**: - Better-than-expected export performance - Stronger-than-expected domestic demand recovery - Transition to new energy buses globally [8] - **Downside Risks**: - Macroeconomic uncertainties affecting private sector demand - Increased competition both domestically and internationally - Slower overseas growth due to protectionism [8] Valuation Methodology - The valuation is based on a discounted cash flow model with a WACC of 11.8% and a terminal growth rate of 2% [6] Additional Insights - The company is positioned to benefit from policy changes aimed at stimulating bus sales domestically, which could enhance its market share [1][3] - The focus on exports and new energy buses aligns with global trends towards sustainability and electrification in the transportation sector [8]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company has shown a significant recovery in production and sales in March, indicating the end of the off-season. The total sales in March reached 4,890 units, with a month-on-month increase of 38% and a year-on-year increase of 211% [8] - The company is expected to continue its growth trajectory, with revenue forecasts for 2025 to 2027 set at 429 billion, 499 billion, and 567 billion RMB, respectively, reflecting year-on-year growth rates of 15%, 16%, and 14% [8] - The company is well-positioned to capture both domestic and international market demands, having secured significant orders for electric buses in China and high-end new energy buses in Norway [8] Financial Projections - Total revenue for 2023 is projected at 27,042 million RMB, with a year-on-year growth of 24.05%. By 2024, revenue is expected to reach 37,218 million RMB, growing by 37.63% [1] - The net profit attributable to the parent company is forecasted to be 1,817 million RMB in 2023, with a remarkable year-on-year increase of 139.36%. This is expected to rise to 4,116 million RMB in 2024, reflecting a growth of 126.53% [1] - The earnings per share (EPS) is projected to increase from 0.82 RMB in 2023 to 1.86 RMB in 2024, with a corresponding P/E ratio decreasing from 30.13 to 13.30 [1]

Investment Rating - The report maintains a positive outlook on the automotive sector, indicating a continued bullish sentiment towards the industry [1]. Core Insights - The automotive sector is experiencing a recovery, with passenger car insurance registrations increasing by 9.8% week-on-week and 15.4% month-on-month, totaling 472,000 units in the last week of March [2][29]. - The report highlights significant changes in the industry, including Tesla's Model Y production line interruption, which led to a 13% decrease in vehicle deliveries for Q1 2025 compared to the previous quarter [2][3]. - BYD's production and sales figures for March show a year-on-year increase of 33% and 25%, respectively, with exports reaching 73,000 units, reflecting a 89% increase year-on-year [2][41]. Summary by Sections Weekly Review - The SW automotive index decreased by 3.5% this week, with the best-performing segment being SW commercial trucks, which increased by 0.7% [2][9]. - The report covers various companies, including Weichai Power, Great Wall Motors, and BYD, providing insights into their performance and market trends [2][41]. Industry Changes - The report notes that the impact of U.S. tariffs on automotive parts is limited, as most companies have established production capacities in North America [3]. - The domestic automotive market is expected to benefit from new policies aimed at increasing vehicle replacement and scrappage subsidies, potentially contributing an additional 1.07 to 1.7 million units in sales for 2025 [30]. Market Trends - The report forecasts that the domestic retail sales volume for 2025 will reach 23.83 million units, representing a year-on-year growth of 4.7% [30][31]. - The penetration rate of new energy vehicles is projected to reach 62% by 2025, with significant growth in both production and sales of electric vehicles [31][34]. Company Performance - Tesla's Q1 2025 production was reported at 362,615 vehicles, with a significant decline in deliveries due to production issues [41]. - The report highlights that Li Auto and Xpeng Motors have maintained stable production levels, while companies like Leap Motor have shown substantial growth in sales [41].

证券代码:600066 证券简称：宇通客车 编号：临 2025-028 宇通客车股份有限公司 关于年度担保计划范围内担保进展的公告 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： 根据上海证券交易所相关披露要求，公司对年度担保计划 范围内的担保进展情况进行月度汇总披露。 2025 年 3 月发生担保事项（以下简称"本次担保"）的被 担保人为宇通客车股份有限公司（以下简称"公司"）全资子公 司香港宇通国际有限公司（以下简称"香港宇通"）、YUTONG FRANCE S.A.S.（以下简称"法国宇通"）、YUTONG de Mexico S.A. deC.V.（以下简称"墨西哥宇通"）等。 2025 年 3 月新增对子公司担保发生额为 24,198.90 万元； 为购房人申请按揭贷款提供阶段性担保发生额为 1,594.40 万元。 （如无特别说明，本公告中金额币种均为人民币） 截至本公告披露日，公司无逾期担保。 一、担保情况概述 （一）担保事项审议程序 本次担保事项已经公司于 2024 年 4 月 25 日召开的 ...

Core Viewpoint - The article discusses the latest developments and trends in the new energy commercial vehicle sector, highlighting market penetration rates, sales data, and significant policy initiatives aimed at promoting electric vehicles and infrastructure development. Industry Data - In February, the sales of new energy medium and heavy trucks significantly increased, reaching 19.4% of total new energy commercial vehicle sales, while the penetration rate for medium and heavy trucks rose to 17.52% and light buses to 56.58% [7]. - The 2025 plan for Guangdong Province includes the construction of 1,306 non-highway public charging stations and 66,045 public charging piles, along with 274 supercharging stations and 492 supercharging terminals [6][12]. Policy and Regulations - The National Development and Reform Commission announced the first batch of vehicle-grid interaction pilot projects to support the integration of new energy vehicles with the power grid [13][14]. - The Haikou Municipal Bureau of Commerce issued guidelines for a vehicle replacement subsidy program, allocating a total of 23 million yuan for the first quarter of 2025 [10]. Company Developments - Remote New Energy Commercial Vehicles successfully delivered 150 units of the Remote Star Intelligent H light truck to SF Express, marking a significant step in their green logistics partnership [15]. - Jiangling Motors delivered 111 units of the Jiangling Avenue EV to Eastern Airlines, aiming to reduce carbon emissions by approximately 1,200 tons annually [16]. - The launch of the 2025 Remote Super VAN aims to set a new benchmark in commercial vehicle value through technological innovation [18]. Sales and Market Trends - The article notes a significant increase in the sales of new energy vehicles, with a 126.5% rise in net profit and a 28% increase in sales for Yutong Bus in 2024 [22]. - The article highlights the strategic cooperation between XCMG Group and China Merchants Group to enhance collaboration in various sectors, including logistics and technology [19].