Meeting Overview - The 15th meeting of the 9th Board of Directors of Shanghai Zhenhua Heavy Industries Co., Ltd. was held on August 19, 2025, with 10 directors participating in the vote [1][2] - The meeting was chaired by Chairman Mr. Rui Kai, and the procedures complied with relevant regulations [1] Resolutions Passed - The board approved the proposal for the 2025 semi-annual report, which was previously reviewed by the Audit and Risk Committee [1][2] - The board also approved the risk assessment report of China Communications Finance Co., Ltd., which constitutes a related party transaction [2] - The board made adjustments to the special committee members, appointing Ms. Du Wenli as the chair of the Remuneration and Assessment Committee and Mr. Yu Fang as a member of multiple committees [2][3] - The board appointed Ms. Cao Lu as the company's securities affairs representative, confirming her qualifications and experience [3][4] - Adjustments were made to the stock option incentive plan, with the exercise price set at 3.205 CNY per share for the initial grant and 3.945 CNY for reserved grants [5] - The board approved the cancellation of certain stock options under the incentive plan [5][6] - The board revised the company's information disclosure management measures and established a temporary management method for information disclosure [6][7] - The board reviewed the semi-annual evaluation report of the "Quality Improvement and Efficiency Return" action plan for 2025 [6]

Core Viewpoint - Shanghai Zhenhua Heavy Industries Co., Ltd. reported a steady growth in revenue and profit for the first half of 2025, driven by increased project deliveries and a focus on high-quality development in the heavy equipment manufacturing industry [2][3]. Company Overview and Financial Indicators - The company achieved an operating income of approximately CNY 17.40 billion, a year-on-year increase of 0.97% [2]. - Total profit reached approximately CNY 548.92 million, up 14.62% from the previous year [2]. - Net profit attributable to shareholders was about CNY 344.41 million, reflecting a 12.37% increase [2]. - The net cash flow from operating activities surged by 187.58% to approximately CNY 3.48 billion [2]. - Total assets decreased by 2.38% to approximately CNY 83.73 billion, while net assets increased by 0.60% to about CNY 15.96 billion [2]. Business Performance Analysis - The company maintained its leading position in the port machinery sector, with products now delivered to 110 countries and regions [3][8]. - New contracts in the port machinery, offshore engineering, and steel structure sectors contributed to a robust order book [3]. - The company signed significant contracts, including projects in Morocco and France, enhancing its competitive edge in high-end offshore markets [3]. Operational Efficiency and Management - The company implemented cost control measures, resulting in a 54.97% reduction in financial expenses and a 5.25% decrease in management costs [9]. - Continuous improvement in production efficiency was noted, with 179 lean improvement projects executed [4]. - The company emphasized customer service and established a global service network to enhance responsiveness [8]. Technological Innovation and R&D - The company focused on high-end, intelligent, and green equipment, achieving breakthroughs in key technologies such as low-carbon port equipment and DP2 level ship positioning systems [7]. - A total of 149 core patents were added, with 51% being invention patents, showcasing the company's commitment to innovation [7]. Market Trends and Future Outlook - The demand for intelligent port machinery is expected to grow, driven by infrastructure projects in the Middle East and Southeast Asia [3]. - The offshore engineering sector is stabilizing, with increasing demand for new equipment in the green energy transition [3]. - The company plans to continue focusing on high-quality development and enhancing its core competitiveness in the heavy equipment manufacturing industry [4].

Group 1 - The core viewpoint of the report indicates that Shanghai Zhenhua Heavy Industries Co., Ltd. has shown a slight increase in revenue and net profit for the first half of 2025 compared to the previous year, with total revenue reaching approximately 17.40 billion RMB, a 0.97% increase year-on-year [1] - The total assets of the company decreased by 2.38% from the end of the previous year, amounting to approximately 83.73 billion RMB [1] - The net profit attributable to shareholders increased by 12.37% year-on-year, reaching approximately 344.41 million RMB [1] Group 2 - The company reported a significant increase in cash flow from operating activities, which rose to approximately 3.48 billion RMB, marking a 187.58% increase compared to the same period last year [1] - The weighted average return on equity improved to 2.18%, an increase of 0.22 percentage points from the previous year [1] - The basic and diluted earnings per share both increased to 0.064 RMB, reflecting a growth of 12.28% [1] Group 3 - The company's debt-to-asset ratio improved slightly to 77.98% from 78.64% at the end of the previous year, indicating a marginal enhancement in financial stability [3] - The interest coverage ratio, measured by EBITDA, increased to 4.96, up from 3.79 in the previous year, suggesting better capacity to meet interest obligations [3]

Core Viewpoint - Shanghai Zhenhua Heavy Industries Group Co., Ltd. is implementing a stock option incentive plan for 2023, which includes adjustments to the exercise price and the cancellation of certain stock options [1][10]. Summary by Sections Legal Framework - The legal opinion is based on various laws and regulations, including the Company Law, Securities Law, and specific guidelines for stock option incentives [2][3]. Approval and Authorization - The company has completed necessary approvals and authorizations for the incentive plan, including resolutions from the board and supervisory committee [4][5][10]. Stock Option Details - The initial grant involves 75.23 million stock options to 345 incentive targets, with an exercise price set at 3.31 yuan per share, effective from June 17, 2024 [6][7][10]. Adjustments to Exercise Price - The exercise price for the stock options has been adjusted to 3.26 yuan per share due to a cash dividend distribution of 0.55 yuan per share [8][11][12]. Cancellation of Stock Options - A total of 850,000 stock options will be canceled due to three incentive targets no longer qualifying, reducing the number of initial grants to 73.98 million options [11][12]. Information Disclosure - The company is committed to fulfilling its information disclosure obligations in accordance with relevant laws and regulations throughout the incentive plan's implementation [12].

证券代码：600320 900947 证券简称：振华重工 振华 B 股 公告编号：临 2025-040 上海振华重工（集团）股份有限公司 3.2024 年 3 月 23 日，公司披露了《振华重工关于实施股票期权激励计划获 得国务院国资委批复的公告》，公司收到控股股东中国交通建设集团有限公司通 知，根据国务院国有资产监督管理委员会《关于振华重工实施股票期权激励计划 的批复》（国资考分〔2024〕68 号），国务院国有资产监督管理委员会原则同 意公司实施股票期权激励计划。 关于调整公司 2023 年股票期权激励计划 授予股票期权行权价格的公告 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。 根据上海振华重工（集团）股份有限公司（以下简称公司或振华重工）2023 年年度股东大会授权，公司于 2025 年 8 月 29 日召开第九届董事会第十五次会议， 审议通过了《关于审议<调整公司 2023 年股票期权激励计划授予股票期权行权价 格>的议案》等相关议案，公司首次授予的股票期权行权价格调整为 3.205 元/股、 预留授予的股票期权行 ...

证券代码：600320 900947 证券简称：振华重工 振华 B 股 公告编号：临 2025-041 上海振华重工（集团）股份有限公司 关于注销公司 2023 年股票期权激励计划 1.2023 年 12 月 26 日，公司召开第八届董事会第三十次会议和第八届监事会 第十七次会议，审议通过了《关于审议<振华重工长期股权激励计划（草案）及 其摘要>的议案》、《关于审议<振华重工 2023 年股票期权激励计划（草案）及 其摘要>的议案》、《关于审议<振华重工 2023 年股票期权激励计划实施考核管 理办法>的议案》、《关于审议<振华重工 2023 年股票期权激励计划管理办法> 的议案》等相关议案。 2.2024 年 3 月 20 日至 2024 年 3 月 29 日，公司内部对本次激励计划首次拟 授予激励对象名单及职务进行了公示。截至公示期满，公司监事会未收到任何组 织或个人对本次激励计划首次授予激励对象名单提出异议。 3.2024 年 3 月 23 日，公司披露了《振华重工关于实施股票期权激励计划获 得国务院国资委批复的公告》，公司收到控股股东中国交通建设集团有限公司通 知，根据国务院国有资产监督管理委员会《关 ...

证券代码：600320 900947 证券简称：振华重工 振华 B 股 公告编号：临 2025-040 上海振华重工（集团）股份有限公司 关于调整公司 2023 年股票期权激励计划 授予股票期权行权价格的公告 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。 根据上海振华重工（集团）股份有限公司（以下简称公司或振华重工）2023 年年度股东大会授权，公司于 2025 年 8 月 29 日召开第九届董事会第十五次会议， 审议通过了《关于审议 <调整公司 ensp="ensp" 年股票期权激励计划授予股票期权行权价="年股票期权 激励计划授予股票期权行权价"> 格>的议案》等相关议案，公司首次授予的股票期权行权价格调整为 3.205 元/股、 预留授予的股票期权行权价格为 3.945 元/股。现将有关事项说明如下： 一、已履行的决策程序和信息披露情况 第十七次会议，审议通过了《关于审议 <振华重工长期股权激励计划 及="及" 草案="草案"> 其摘要>的议案》、《关于审议 <振华重工 ensp="ensp" 及="及" 年股票期权激 ...

证券代码：600320 900947 证券简称：振华重工 振华 B 股 公告编号：临 2025-041 上海振华重工（集团）股份有限公司 关于注销公司 2023 年股票期权激励计划 部分股票期权的公告 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。 根据上海振华重工（集团）股份有限公司（以下简称公司或振华重工）2023 年年度股东大会授权，公司于 2025 年 8 月 29 日召开第九届董事会第十五次会议， 审议通过了《关于审议 <注销公司 ensp="ensp" 年股票期权激励计划部分股票期权="年股票期权激励计 划部分股票期权"> 的议 一、已履行的决策程序和信息披露情况 第十七次会议，审议通过了《关于审议 <振华重工长期股权激励计划 及="及" 草案="草案"> 其摘要>的议案》、《关于审议 <振华重工 ensp="ensp" 及="及" 年股票期权激励计划="年股票期权激励 计划" 草案="草案"> 其摘要>的议案》、《关于审议 <振华重工 ensp="ensp" 年股票期权激励计划实施考核管="年股票期权激 励计划实 ...

Core Viewpoint - Shanghai Zhenhua Heavy Industries Co., Ltd. (ZPMC) has announced its external guarantee plan for 2025, detailing the amounts and conditions of guarantees provided to its subsidiaries, ensuring stable operational continuity and addressing the guarantee needs of its holding companies [2][3]. Summary by Relevant Sections Guarantee Overview - The total guarantee amount for 2025 is set at approximately RMB 3.433 billion, with financing guarantees totaling RMB 1.444 billion, non-financing guarantees at RMB 714 million, and engineering guarantees at RMB 1.275 billion [3]. - The guarantees are exclusively for the company's holding subsidiaries, with the plan effective from the date of approval at the 2024 annual shareholders' meeting until the 2025 annual shareholders' meeting [3]. Guarantee Progress - As of June 30, 2025, the total external guarantees provided by the company and its subsidiaries amount to RMB 468.0054 million, with no overdue guarantees reported [2][3]. - The guarantees provided to ZPMC Korea Co., Ltd., ZPMC Engineering (Malaysia) SDN. BHD., and ZPMC Panama Corporation are within the previously estimated limits, with no counter-guarantees in place [2][3]. Financial Indicators of Guaranteed Entities - ZPMC Korea Co., Ltd. reported total assets of RMB 178.47 million and a net profit of RMB 18.06 million for the first half of 2025 [4]. - ZPMC Engineering (Malaysia) SDN. BHD. had total assets of RMB 66.04 million and a net profit of RMB 2.82 million for the same period [4]. - ZPMC Panama Corporation's financials were not detailed in the provided documents, but it is noted as a wholly-owned subsidiary of ZPMC [4]. Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary for the daily business development of the holding companies, with all guaranteed entities being subsidiaries of ZPMC, indicating a controlled risk environment [5]. - The board of directors supports the guarantee plan as it aligns with the company's operational stability and overall development strategy [5].

Core Viewpoint - The company has implemented a comprehensive action plan aimed at enhancing quality, efficiency, and shareholder returns by 2025, aligning with national strategies and improving operational performance across various sectors [1][2][3][4][5][6] Group 1: Strategic Focus and Operational Improvement - The company is committed to national strategies such as "Manufacturing Power" and "Digital China," enhancing strategic planning and execution [1] - The company achieved a net profit of approximately 344 million yuan, representing a year-on-year increase of about 12.37% [1] - The company has expanded its market presence, entering the 110th country with its port machinery products and securing significant contracts in Morocco and Australia [1] Group 2: Governance and Reform - The company is enhancing its governance structure in line with the new Company Law, focusing on board effectiveness and compliance training for key personnel [2][3] - Over 52 management regulations have been revised or established to improve the governance framework [2] Group 3: Innovation and Technology - The company is advancing technological innovation in areas such as port machinery and marine engineering, achieving breakthroughs in key components and systems [3] - The company has launched several digital transformation initiatives, including the implementation of an ERP system in overseas regions [3] Group 4: Investor Relations and ESG Management - The company is committed to improving information disclosure and investor relations, ensuring transparency and responsiveness to investor needs [4] - An ESG report for 2024 is planned, integrating ESG governance into various operational practices [4] Group 5: Value Management and Shareholder Returns - The company has established a value management mechanism to enhance shareholder returns, including a cash dividend policy with a payout ratio of 54.31% for 2024, an increase of 3.68 percentage points from 2023 [5][6] - A share repurchase plan has been initiated to reduce registered capital and boost investor confidence [6]