| 二 | 一 | | --- | --- | | 、 | 、 | | 前 | 鉴 | | 期 | 证 | | 会 | 报 | | 计 差 | 告 | | 错 更 正 专 项 说 明 1-18 | 1-2 | 委 托 单 位 ： 太 原 重 工 股 份 有 限 公 司 审 计 单 位 ： 利 安 达 会 计 师 事 务 所 （ 特 殊 普 通 合 伙 ） 联 系 电 话 ： （ 010） 85886680 传 真 号 码 ： （ 010） 85886690 网 真 号 址 ： http://www.Reanda.com 页次 关于太原重工股份有限公司 前期会计差错更正专项说明的 鉴证报告 利安达会计师事务所(特殊普通合伙) 关于太原重工股份有限公司 前期会计差错更正事项专项说明的鉴证报告 目 录 利安达专字[2025]第 0286 号 太原重工股份有限公司全体股东: 一、鉴证意见 我们对后附的太原重工股份有限公司(以下简称"太原重工")前期会计差 错更正专项说明（以下简称"专项说明"）进行了鉴证。 我们认为,后附的专项说明如实反映了太原重工前期差错更正情况,符合《企 业会计准则第28号一会计政策、会计估计变更 ...

太原重工股份有限公司 2025 年第四次临时股东会资料 二○二五年十二月二十二日 太原重工股份有限公司 2025 年第四次临时股东会资料目录 | 会议须知 1 | | --- | | 2025 年第四次临时股东会议程 3 | | 议案一、关于出售全资子公司 100%股权暨关联交易的议案4 | | 议案二、关于预计公司 2026 年日常关联交易的议案 8 | | 议案三、关于为全资子公司提供非融资性保函额度的议案12 | | 议案四、关于变更注册资本并修改《公司章程》的议案...15 | 会议须知 为维护广大投资者的合法权益，确保股东会的正常秩序和议 事效率，根据《公司法》《公司章程》和《股东会议事规则》的 有关规定，特制定如下参会须知，望出席股东会的全体人员严格 遵守： 一、为能及时统计出席会议的股东（股东代理人）所代表的 持股总数，务请登记出席股东会的股东及股东代表于会议开始前 半小时到达会议地点，并携带身份证明、股东账户卡、授权委托 书等原件，以便签到入场；参会资格未得到确认的人员，不得进 入会场。 二、为保证股东会的严肃性和正常秩序，切实维护与会股东 （或代理人）的合法权益，除出席会议的股东（或代理人） ...

Core Points - Taiyuan Heavy Machinery Group has successfully delivered the world's largest aluminum extrusion press, which has received user recognition for its stable operation [1][3] - The aluminum extrusion press has a pressing force of 235 MN, dimensions of 57m in length, 27m in width, and 18.7m in height, occupying an area close to two standard basketball courts [1][3] - The press is expected to produce 20,000 tons of special large aluminum alloy profiles and 12,000 tons of large aluminum alloy products annually, supporting China's high-end industrial aluminum profile market [3] Group 1 - The aluminum extrusion press is described as the "new king" in the industry, showcasing its superior capabilities in actual operation [3] - The press features an inner diameter of 800mm, making it the strongest in the world, and has successfully produced profiles with a width of 1.1m, reducing welding seams and enhancing manufacturing efficiency [3][4] - Key innovations in the press's structure include a laminated tension column made of multiple steel plates and a fully pre-tensioned closed frame design, improving reliability and safety for long-term operation [3][4] Group 2 - The press is equipped with advanced temperature control, maintaining a precision of ±5 degrees Celsius, and a stable low-speed extrusion speed precision of ±0.02 mm per second [4] - The company aims to continue focusing on user needs and push technological boundaries to enhance user competitiveness [4]

Core Viewpoint - ST TaiZhong (600169.SH) is planning to sell 100% equity of its wholly-owned subsidiary Shanxi TaiZhong Coking Equipment Co., Ltd. for approximately 618 million yuan to optimize its asset structure and improve liquidity and debt repayment capability [1][3]. Group 1: Asset Sale Details - The sale will be conducted through a non-public agreement with Taiyuan Heavy Machinery Group Co., Ltd., which holds 51.40% of ST TaiZhong's shares, making this a related party transaction [2][3]. - Prior to this sale, Shanxi TaiZhong Coking Equipment Co., Ltd. underwent a series of adjustments, including a name change and an increase in registered capital from 1 million yuan to 100 million yuan [3][4]. - The net asset book value of Shanxi TaiZhong Coking Equipment Co., Ltd. is approximately 617 million yuan, with an assessed value of about 618 million yuan, resulting in a slight increase of 918,200 yuan and a growth rate of 0.15% [3][4]. Group 2: Financial Impact and Industry Context - The asset-liability ratio of Shanxi TaiZhong Coking Equipment Co., Ltd. stands at 82.86%, and the transaction is expected to lower total assets and liabilities, enhancing the company's financial condition and operational results [4]. - The coking business has been under pressure due to a weak steel industry, with revenues declining by an average of 70% annually from 2022 to 2024, and gross margins decreasing by approximately 6 percentage points each year [4]. - By divesting the underperforming coking business, ST TaiZhong aims to improve its overall profitability [4]. Group 3: Previous Asset Sales - Since June 2024, ST TaiZhong has already sold assets to its controlling shareholder twice, including the transfer of the LaDanPao project and wind power-related assets [5][6]. - In December 2024, the company proposed to sell its wind power-related equity to Taiyuan Heavy Machinery Group for approximately 467 million yuan, which was completed in June 2025 [6][7].

Core Viewpoint - ST TaiZhong (600169.SH) is a significant production base for aerospace launch equipment in China, manufacturing all launch towers currently in use at the country's four major satellite launch centers [1] Company Summary - The company is recognized as a key player in the aerospace industry, specifically in the production of launch equipment [1] - All operational launch towers at China's four main satellite launch centers are produced by the company, highlighting its critical role in the national aerospace infrastructure [1]

格隆汇12月9日丨ST太重(600169.SH)在互动平台表示，公司是我国重要的航天发射装备生产基地，目前 国内四大卫星发射中心在役的航天发射塔架全部由公司生产制造。 ...

Core Viewpoint - The company plans to conduct daily related transactions in 2026, with an estimated amount of 464.6 million yuan, representing a decrease of 192.3 million yuan or 29.27% compared to the 2025 estimated amount [3][4][39]. Group 1: Daily Related Transactions - The estimated daily related transactions require approval from the company's fourth extraordinary general meeting in 2025 [2]. - These transactions are necessary for the company's normal production and operations, reflecting a positive significance for development [2][4]. - The pricing for these transactions will be based on market fair prices, ensuring fairness and not harming the interests of the company and its shareholders [2][39]. Group 2: Transaction Procedures - The board of directors approved the estimated daily related transactions on December 5, 2025, with related directors abstaining from voting [5]. - Independent directors have also agreed that the estimated transactions align with the company's operational realities and will not harm the interests of the company and shareholders [5]. Group 3: Related Parties - The main related party is Taiyuan Heavy Machinery Group Co., Ltd., which is the controlling shareholder of the company [8]. - Other related parties include various subsidiaries involved in manufacturing and sales of machinery and equipment, all of which are under the control of the main shareholder [8][9][10]. Group 4: Impact on Financials - The planned transactions are expected to enhance the company's asset liquidity and debt repayment capacity, optimizing the asset structure [41][64]. - The divestment of the underperforming coking business is anticipated to improve the company's profitability, as the coking segment has seen a significant decline in revenue and profit margins [64].

Group 1 - The board meeting of Taiyuan Heavy Industry Co., Ltd. was held on December 5, 2025, in compliance with relevant laws and regulations, and the resolutions passed are legally valid [1][2][3] - The board approved the sale of 100% equity of its wholly-owned subsidiary, Shanxi Taizhong Coking Equipment Co., Ltd., to its controlling shareholder, Taiyuan Heavy Machinery Group Co., Ltd., for a price of 618.1086 million yuan, to be paid in cash [4] - The board also approved the proposal for expected daily related transactions for 2026, which requires shareholder approval [8][9] - The board approved a non-financing guarantee limit of up to 100 million yuan for its wholly-owned subsidiary, which also requires shareholder approval [12][13] - The board approved a change in registered capital and amendments to the Articles of Association, which need to be submitted for shareholder approval [15][16] - The board decided to hold the fourth extraordinary general meeting of shareholders on December 22, 2025, to review the aforementioned proposals [18] Group 2 - The company plans to provide a non-financing guarantee limit of up to 100 million yuan to meet the operational needs of its wholly-owned subsidiaries, with a one-year validity period [26][27] - The total guarantee amount provided by the company is 923.1337 million yuan, accounting for 18.51% of the latest net assets, with no overdue guarantees reported [35]

Core Viewpoint - ST TaiZhong plans to sell 100% equity of its wholly-owned subsidiary, Shanxi TaiZhong Coking Equipment Co., Ltd., to its controlling shareholder, TaiZhong Group, for 618 million yuan to optimize asset structure and improve liquidity and debt repayment capability [1][2] Group 1: Company Actions - The transaction is classified as a related party transaction since TaiZhong Group holds 51.40% of ST TaiZhong's shares [1] - The coking equipment company has been operating at a loss for several years, with no current measures to return to profitability [2] - After the sale, ST TaiZhong's total assets and liabilities will decrease, enhancing its financial condition and operational results [2] Group 2: Industry Context - The coking industry is facing challenges due to the weak steel sector, leading to a continuous reduction in profit margins [2] - From 2022 to 2024, the revenue of ST TaiZhong's coking segment is expected to decline by approximately 70% annually, with an average gross margin decrease of about 6 percentage points each year [2] - The "dual carbon" policy is influencing environmental regulations and capacity control, further impacting the coking business's revenue and profitability [2]

ST太重（600169）(600169.SH)发布公告，为进一步优化资产结构，提升资产流动性和偿债能力，更加 高效盘活存量资产，公司拟将全资子公司山西太重焦化设备有限公司(简称"太重焦化公司")100%股权以 非公开协议方式出售给控股股东太原重型机械集团有限公司(简称"太重集团")，转让价格为6.18亿元。 ...