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： ● 本次会议是否有否决议案：无 一、会议召开和出席情况 (五)公司董事、监事和董事会秘书的出席情况 1、公司在任董事7人，出席7人，董事单银木先生、单际华先生现场出席本次会议，董事刘安贵先生、 王雷先生、竺素娥女士（独立董事）、单辰博先生（独立董事）和董斌先生（独立董事）通讯方式出席 本次会议； 2、公司在任监事3人，出席3人，监事林丹女士现场出席本次会议，监事覃波先生和吴华英先生通讯方 式出席本次会议； (一)股东大会召开的时间：2025年9月10日 (二)股东大会召开的地点：杭州市中河中路258号瑞丰国际商务大厦七楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ 注：截至本次股东大会股权登记日，公司回购专用账户持有的9,997,714股不享有股东大会表决权。 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，公司董事长单银木先生主持，并采取现场投票和网络投票相结合的方 式召开 ...

证券代码：600477 证券简称：杭萧钢构 公告编号：2025-047 杭萧钢构股份有限公司 2025年第三次临时股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 10 日 | 1、出席会议的股东和代理人人数 | 461 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 947,870,800 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份 | | | 总数的比例（%） | 40.1816 | 注：截至本次股东大会股权登记日，公司回购专用账户持有的 9,997,714 股不享有股东大会 表决权。 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，公司董事长单银木先生主持，并采取现场 投票和网络投票相结合的方式召开及表决，本次股东大会的召开及表决方式符合 《中华人民共和国公司法》等相关法律、法 ...

杭萧钢构股份有限公司 2025 年第三次临时股东大会的 法律意见书 浙江天册律师事务所 法律意见书 浙江天册律师事务所关于 编号:TCYJS2025H1516 致:杭萧钢构股份有限公司 浙江天册律师事务所(以下简称:本所)接受杭萧钢构股份有限公司(以下 简称:公司)的委托,指派本所律师出席公司2025年第三次临时股东大会。本所 律师依据《中华人民共和国公司法》(以下简称:《公司法》)、《中华人民共 和国证券法》(以下简称:《证券法》)等法律、法规和规范性文件的要求,以 及《杭萧钢构股份有限公司章程》(以下简称:《公司章程》)的有关规定,对 公司本次会议的召集和召开程序、出席会议人员资格、表决方式、表决程序的合 法性、有效性进行了审查。 本所律师根据知悉的相关事实和法律规定,按照律师行业公认的业务标准、 道德规范和勤勉尽责精神,对本次会议所涉及的有关事项进行审查,对公司提供 的文件进行了核查和验证,并据此进行了必要判断,现出具本法律意见书。 在本法律意见书中,本所律师仅对公司本次会议的召集、召开程序是否合法 以及是否符合《公司章程》,出席会议人员资格的合法性、有效性和股东大会表 决方式、表决程序的合法性、有效性 ...

Group 1 - The meeting of Hangxiao Steel Structure Co., Ltd. is scheduled for September 10, 2025, at 14:30 [1] - Shareholders registered by the close of business on September 3, 2025, are entitled to attend and vote at the meeting [1][2] - The meeting will be presided over by the chairman, Mr. Shan Yinmu, and will include a voting process through both on-site and online platforms [1][2][4] Group 2 - The agenda includes the review of the profit distribution plan for the first half of 2025, which proposes a cash dividend of 0.26 yuan per 10 shares [5][6] - The company's net profit attributable to shareholders for the first half of 2025 is reported as 127,626,372.80 yuan, with undistributed profits amounting to 2,103,292,394.17 yuan as of June 30, 2025 [6] - The total share capital as of June 30, 2025, is 2,368,966,150 shares, excluding shares in the company's repurchase account [6]

杭萧钢构股份有限公司 | 2025 | 年第三次临时股东大会会议议程 1 | | --- | --- | | 2025 | 年第三次临时股东大会会议须知 3 | | 2025 | 年第三次临时股东大会表决方法说明 4 | | 议案一：关于公司 | 2025 年半年度利润分配方案的议案 5 | 2025 年第三次临时股东大会会议议程 会议时间： 2025 年第三次临时股东大会 会议资料 股票代码：600477 股票简称：杭萧钢构 (1)现场会议召开时间：2025年9月10日（周三）14点30分 (2)网络投票时间：采用上海证券交易所网络投票系统，通过交易系统投票平台的投票 时间为股东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通 过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 现场会议地点：杭州市中河中路 258 号瑞丰国际商务大厦七楼会议室 会议召集人：公司董事会 会议主持人：董事长单银木先生 与会人员： (一) 股权登记日（即 2025 年 9 月 3 日）收市后在中国证券登记结算有限责任公 司上海分公司登记在册的公司股东均有权以本 ...

Core Viewpoint - Hangxiao Steel Structure Co., Ltd. demonstrates strong resilience in the industry cycle, achieving significant revenue and profit growth while focusing on green construction and intelligent manufacturing [2][9]. Financial Performance - In the first half of 2025, the company reported operating revenue of 4.76 billion yuan and a net profit attributable to shareholders of 128 million yuan [2]. - New contract orders signed during the period amounted to 5.24 billion yuan, with an additional 705 million yuan in orders that have been won but not yet signed [2]. - The company optimized its cost structure, reducing sales expenses by approximately 27.96% to 44 million yuan and management expenses by about 16.73% to 160 million yuan [2]. Project Development and Capabilities - Hangxiao Steel Structure is advancing its construction methods through standardized products, integrated design, intelligent manufacturing, and assembly construction [3]. - The company has successfully delivered high-quality projects, receiving awards for several key developments, including projects in Ningbo and Shanghai [3]. Innovation and R&D - The company invested 194 million yuan in R&D, focusing on high-strength steel applications, standardization of assembly systems, and industrialized construction processes [4]. - Continuous upgrades in digital factories and automation have improved processing precision and production efficiency, supporting project delivery reliability [4]. International Expansion - The company has established 18 manufacturing bases across China, enhancing production capacity and enabling efficient market response [6]. - Internationally, Hangxiao Steel Structure is involved in various projects along the Belt and Road Initiative, expanding its revenue base and brand influence [6][7]. Industry Trends and Policy Support - The construction industry is shifting towards industrialization, low energy consumption, and high quality, driven by green building policies [8]. - The national push for green construction and prefabricated buildings presents significant growth opportunities for Hangxiao Steel Structure, with policies supporting the expansion of steel structure housing [8][9].

Core Viewpoint - Hangxiao Steel Structure (600477) reported a decline in both revenue and net profit for the first half of 2025, indicating financial challenges and a significant increase in accounts receivable relative to net profit [1] Financial Performance Summary - Total revenue for the first half of 2025 was 4.76 billion yuan, a decrease of 2.0% year-on-year [1] - Net profit attributable to shareholders was 128 million yuan, down 20.16% year-on-year [1] - In Q2 2025, total revenue was 3.13 billion yuan, an increase of 3.06% year-on-year, while net profit was 78.32 million yuan, a decrease of 18.29% year-on-year [1] - Gross margin was 11.91%, down 18.3% year-on-year, and net margin was 2.84%, down 17.96% year-on-year [1] - Total accounts receivable was 2.742 billion yuan, representing a significant 1622.92% of the latest annual net profit [1] Cost and Expense Analysis - Operating costs increased by 1.06%, attributed to increased depreciation after construction projects were transferred to fixed assets [1] - Sales expenses decreased by 27.96%, due to cost control in sales personnel, intermediaries, and entertainment expenses [2] - Management expenses decreased by 16.73%, attributed to cost control in management personnel [3] - Total expenses (sales, management, and financial) amounted to 295 million yuan, accounting for 6.19% of revenue, a decrease of 11.49% year-on-year [1] Cash Flow and Debt Situation - Operating cash flow per share was -0.28 yuan, down 52.26% year-on-year [1] - Net cash flow from operating activities decreased by 52.25%, due to an increase in factoring products received [4] - Net cash flow from investing activities increased by 78.21%, due to expenditures on new factory construction in the previous period [5] - Net cash flow from financing activities increased by 28.72%, also due to an increase in factoring products received [6] Business Model and Investment Returns - The company's return on invested capital (ROIC) was 3.13%, indicating weak capital returns [7] - The historical median ROIC over the past decade was 9.78%, with the worst year being 2024 [7] - The company's performance relies heavily on research and marketing efforts, necessitating further investigation into these drivers [8] Financial Health Indicators - Cash flow situation is concerning, with cash and cash equivalents to current liabilities at only 8.12% and a negative average operating cash flow to current liabilities ratio over the past three years [8] - Debt situation is also a concern, with interest-bearing debt ratio reaching 34.66% and negative average operating cash flow over the past three years [8] - Accounts receivable to profit ratio is alarmingly high at 1622.92% [8]

Core Viewpoint - Hangxiao Steel Structure Co., Ltd. reported a decline in key financial metrics for the first half of 2025, with a focus on maintaining its strategic vision of becoming a world-class green building integrated service provider while navigating a challenging market environment [2][3]. Financial Performance - The company recorded an operating income of 475,953.67 million yuan, a decrease of 2% compared to the same period last year [2][3]. - Total profit was 15,607.54 million yuan, down 6.92% year-on-year [2][3]. - Net profit attributable to shareholders was 12,762.64 million yuan, reflecting a 20.16% decline compared to the previous year [2][3]. - The net cash flow from operating activities was -66,118.55 million yuan, a 52.25% increase in outflow compared to the previous year [2][3]. Industry Overview - The construction industry is experiencing a bifurcated growth pattern, with domestic demand under pressure while overseas markets show potential for growth, particularly in infrastructure projects driven by the Belt and Road Initiative [3][4]. - The overall construction output value decreased by 3.76% year-on-year, while the foreign contracting business saw a 9.3% increase in revenue [3][4]. Business Strategy - The company aims to leverage its strengths in steel structure contracting and EPC (Engineering, Procurement, and Construction) models, focusing on expanding its total contracting business and overseas markets [3][4]. - The strategic vision includes a five-in-one model combining design, manufacturing, project contracting, green materials, and an internet platform for the construction industry [5][6]. Technological Innovation - The company is committed to advancing smart construction through the integration of new information technologies and industrialized construction techniques, enhancing the digitalization and intelligence of the construction process [4][5]. - The development of a digital platform for construction transactions aims to create a transparent and efficient trading environment, facilitating better supply chain management [20]. Project Development - The company has secured new contracts worth 52.42 billion yuan during the reporting period, with a focus on high-quality projects across various sectors [9][10]. - Notable projects include contracts for wind turbine equipment manufacturing, marine engineering, and logistics centers, showcasing the company's diverse capabilities [9][10]. Competitive Advantages - As the first publicly listed company in China's steel structure industry, the company has established a strong reputation and extensive project experience, contributing to its competitive edge [14][15]. - The company has received numerous industry awards and recognitions, reinforcing its position as a leader in the steel structure sector [14][15].

Core Points - The company, Hangxiao Steel Structure Co., Ltd., reported a cash dividend distribution plan for the first half of 2025, proposing a cash dividend of 0.26 yuan (including tax) for every 10 shares held, totaling approximately 61.33 million yuan [1] - As of June 30, 2025, the company's total assets decreased by 4.33% compared to the end of the previous year, amounting to approximately 1,582.25 million yuan [2] - The company's operating income for the reporting period was approximately 475.95 million yuan, reflecting a decrease of 2.00% year-on-year [2] - The total profit for the period was approximately 15.61 million yuan, down 6.92% from the previous year [2] - The net profit attributable to shareholders of the listed company was significantly reduced by 48.96% to approximately 7.20 million yuan, excluding non-recurring gains and losses [2] - The net cash flow from operating activities showed a negative trend, amounting to approximately -66.12 million yuan, a decline of 52.25% compared to the previous year [2] - The company had a total of 65,814 shareholders by the end of the reporting period [3] - The largest shareholder, a domestic natural person, held 38.19% of the shares, totaling approximately 904.71 million shares [3]

Core Viewpoint - The company announced a profit distribution plan for the first half of 2025, proposing a cash dividend of 0.026 yuan per share, which reflects a commitment to shareholder returns while considering its financial performance [1][2]. Profit Distribution Plan - The net profit attributable to shareholders for the first half of 2025 is 127,626,372.80 yuan, with undistributed profits at 2,103,292,394.17 yuan as of June 30, 2025 [1]. - The proposed cash dividend distribution is 0.26 yuan for every 10 shares, amounting to a total of 61,333,179.34 yuan, which represents 48.06% of the net profit for the period [1][2]. - The total share capital as of June 30, 2025, is 2,368,966,150 shares, after deducting 9,997,714 shares held in the company's repurchase account [1]. Decision-Making Process - The board of directors approved the profit distribution plan during the third meeting of the ninth board on August 25, 2025, and it will be submitted for approval at the upcoming extraordinary general meeting of shareholders [2]. - The supervisory board also reviewed and approved the profit distribution plan, affirming its compliance with relevant laws and regulations, and its alignment with the company's operational needs and shareholder interests [2].