申万宏源证券承销保荐有限责任公司 关于 北京至创天地科技发展有限公司 要约收购 重庆万里新能源股份有限公司 之 财务顾问 二〇二五年五月 三、收购人履行公开承诺情况 根据《要约收购报告书》，至创天地出具了《关于保证上市公司独立性的承 诺函》、 《关于避免同业竞争的承诺函》、 《关于避免和规范与上市公司关联交易的 承诺函》，对保持上市公司独立性、避免同业竞争、避免和规范与上市公司关联 交易作出了承诺。同时，收购人实际控制人莫天全也对避免同业竞争、避免和规 范与上市公司关联交易作出了承诺。 申万宏源证券承销保荐有限责任公司（以下简称"申万宏源承销保荐"或"本 财务顾问"）接受北京至创天地科技发展有限公司（以下简称"至创天地"或"收 购人"）的委托，担任其要约收购重庆万里新能源股份有限公司（以下简称"万 里股份"或"上市公司"）的财务顾问。根据《上市公司收购管理办法》规定， 本次要约收购的持续督导期从公告要约收购报告书至要约收购完成后的 12 个月 止（即 2024 年 8 月 2 日至 2025 年 9 月 13 日）。 规规定，本财务顾问就 2025 年 1 月 1 日至 2025 年 3 月 31 日（以下简 ...

Investment Rating - The investment rating for the coal mining industry is "Positive" [2] Core Viewpoints - The current phase is seen as the beginning of a new upward cycle in the coal economy, with a resonance between fundamentals and policies, making it an opportune time to accumulate coal sector investments [12][13] - The coal price is expected to remain weak in May due to seasonal demand fluctuations, but there is a bottom support for prices, and a gradual recovery is anticipated as the peak season approaches [3][12] - The underlying investment logic of coal supply shortages remains unchanged, with a balanced short-term supply and demand but a medium to long-term gap still present [12][13] Summary by Sections Coal Price Tracking - As of May 10, the market price for Qinhuangdao port thermal coal (Q5500) is 635 CNY/ton, down 17 CNY/ton week-on-week [30] - The international thermal coal price for Newcastle (NEWC5500) is 69.8 USD/ton, down 0.5 USD/ton week-on-week [30] - The price for coking coal at Jing Tang port is 1380 CNY/ton, down 20 CNY/ton week-on-week [32] Supply and Demand Tracking - The capacity utilization rate for thermal coal mines is 96.4%, an increase of 2.5 percentage points week-on-week [47] - The daily coal consumption in inland provinces has increased by 33.80 thousand tons/day, a rise of 12.17% week-on-week [12] - The daily coal consumption in coastal provinces has decreased by 12.40 thousand tons/day, a decline of 6.67% week-on-week [12] Inventory Situation - As of May 9, coal inventory at Qinhuangdao port has increased to 753 thousand tons, up 8.0% week-on-week [5] - The inventory of coking coal at production sites has risen to 390.43 thousand tons, an increase of 8.9% week-on-week [5] Company Performance - The coal sector has shown a 1.47% increase this week, underperforming the broader market [15] - Key companies to focus on include China Shenhua, Shaanxi Coal, and China Coal Energy, which are noted for stable operations and solid performance [13]

Core Viewpoint - The company, Tiandi Technology, has released its quarterly report, ensuring the accuracy and completeness of the financial information presented, and confirming that the report has not been audited [1][2]. Financial Data Summary - The financial statements for the first quarter of 2025 are unaudited, with the company confirming that there were no profits from mergers under common control in the current and previous periods, both recorded as 0 yuan [3][5]. - The report includes a consolidated balance sheet and a consolidated cash flow statement for the period from January to March 2025, also unaudited [5]. Shareholder Information - The report does not provide any updates on the number of shareholders or changes in the top ten shareholders' holdings [4]. Other Important Information - The company has not identified any significant non-recurring gains or losses during the reporting period [3][5].

Financial Performance - The company's operating revenue for Q1 2025 was ¥6,769,122,143.39, a decrease of 8.09% compared to ¥7,364,870,102.76 in the same period last year[5] - Net profit attributable to shareholders increased by 107.53% to ¥1,436,493,269.29 from ¥692,191,072.20 year-on-year[5] - Basic and diluted earnings per share rose by 107.78% to ¥0.347 from ¥0.167 in the previous year[5] - Net profit for Q1 2025 reached ¥2,369,450,619.79, a significant increase of 158.73% compared to ¥915,197,243.73 in Q1 2024[20] - The net profit attributable to shareholders of the parent company was ¥1,436,493,269.29, up from ¥692,191,072.20 in the same period last year, marking a growth of 107.00%[20] - Earnings per share for Q1 2025 were ¥0.347, compared to ¥0.167 in Q1 2024, representing a 108.38% increase[20] Assets and Liabilities - Total assets at the end of the reporting period were ¥59,194,676,375.61, an increase of 3.37% from ¥57,262,202,744.92 at the end of the previous year[6] - The company's current assets decreased to RMB 34,720,294,665.78 from RMB 37,795,526,472.23, representing a decline of about 7.48%[14] - The total liabilities of the company were reported at RMB 34,720,294,665.78, with current liabilities including accounts payable at RMB 12,800,983,340.37, which increased from RMB 12,218,423,476.75[15] - Total liabilities as of the reporting date were ¥26,759,545,747.70, an increase from ¥26,475,626,468.04 year-over-year[16] - Total equity increased to ¥32,435,130,627.91 from ¥30,786,576,276.88, reflecting a growth of 5.36%[16] Cash Flow - Cash flow from operating activities showed a net outflow of ¥3,073,289,194.40, compared to a net outflow of ¥2,277,520,019.02 in the same period last year[5] - In Q1 2025, the cash inflow from operating activities totaled ¥3,696,350,852.78, a decrease of 7.6% compared to ¥4,000,571,768.60 in Q1 2024[23] - The net cash outflow from operating activities was ¥3,073,289,194.40 in Q1 2025, worsening from a net outflow of ¥2,277,520,019.02 in Q1 2024[23] - The total cash and cash equivalents at the end of Q1 2025 were ¥8,061,505,782.12, down from ¥13,814,403,569.99 at the end of Q1 2024[24] - The company experienced a net decrease in cash and cash equivalents of ¥4,501,487,709.56 in Q1 2025, compared to a decrease of ¥2,865,450,188.53 in Q1 2024[24] Investments and Expenses - Research and development expenses increased to ¥406,292,531.44 in Q1 2025, up from ¥316,805,730.05 in Q1 2024, indicating a growth of 28.19%[19] - The company reported an investment income of ¥2,608,961,457.48 in Q1 2025, a substantial increase from ¥43,722,342.61 in Q1 2024[19] - The company reported a significant increase in inventory, which rose to RMB 6,771,477,408.47 from RMB 5,642,298,223.04, an increase of about 20.03%[14] - Cash outflow for purchasing goods and services was ¥2,438,367,506.12 in Q1 2025, down from ¥2,699,200,135.87 in Q1 2024[23] - The company paid ¥2,885,477,016.73 to employees in Q1 2025, an increase of 26.6% from ¥2,279,136,740.83 in Q1 2024[23] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 56,356, indicating a stable shareholder base[10] - The largest shareholder, China Coal Technology & Engineering Group Corp., holds 55.54% of the shares, maintaining a significant controlling interest[10] Other Financial Metrics - The weighted average return on equity improved to 5.71%, up from 2.97% at the end of the previous year, reflecting a 2.74 percentage point increase[6] - Non-recurring gains and losses totaled ¥963,438,477.18, with significant contributions from asset disposal and government subsidies[7] - The company experienced a 34.95% decrease in cash and cash equivalents, primarily due to the purchase of large-denomination time deposits[8] - The company's long-term equity investments slightly increased to RMB 973,576,612.54 from RMB 969,341,124.85, indicating a growth of about 0.24%[15] - The company's non-current assets rose to RMB 24,474,381,709.83 from RMB 19,466,676,272.69, reflecting an increase of approximately 25.77%[15]

天地科技（600582）公告，2025年第一季度营收为67.69亿元，同比下降8.09%；净利润为14.36亿元， 同比增长107.53%。 ...

Core Viewpoint - TianDi Technology (600582.SH) has demonstrated significant growth in its operating performance, with a projected net profit exceeding 1.4 billion yuan in the first quarter of 2024, doubling year-on-year [1][4]. Financial Performance - In 2024, the company achieved a revenue of 30.53 billion yuan, a slight increase of 2% year-on-year, and a net profit attributable to shareholders of 2.62 billion yuan, marking an 11.17% increase [4]. - The first quarter of 2024 is expected to see a net profit of 1.43 billion to 1.45 billion yuan, representing a growth of approximately 106% to 109% compared to the previous year [4][5]. - The company has maintained a trend of double growth in revenue and net profit for eight consecutive years since 2017 [2]. Research and Development - In 2024, the company invested 2.188 billion yuan in R&D, with a total of 4,478 R&D personnel, accounting for 24.93% of the total workforce [2][9]. - The company has focused on key core technology breakthroughs and aims to lead technological advancements in the coal industry [2][7]. - The number of invention patents granted in 2024 reached 1,281, with significant growth in patents related to artificial intelligence and carbon neutrality [9]. Dividend Distribution - The company plans to distribute cash dividends of 1.312 billion yuan in 2024, which accounts for 50.04% of the annual net profit attributable to shareholders [3]. Business Segments - The sales revenue from coal machinery manufacturing, the core business, was 12.714 billion yuan, representing 41.65% of total revenue, with stable income and proportion compared to the previous year [6][7]. - Other business segments, including safety equipment and environmental protection equipment, showed varied performance, with sales revenue changes ranging from -27.27% to +11.58% [6]. Strategic Positioning - TianDi Technology is recognized as a leading player in the coal industry, focusing on safe, green, and intelligent development, and is positioned as a national team for technological innovation in coal [7][8].

Financial Performance Expectations - The company expects a net profit attributable to shareholders of the parent company for Q1 2025 to be between 1,426 million and 1,447 million CNY, an increase of 733.81 million to 754.81 million CNY year-on-year, representing a growth of 106% to 109%[2] - The expected net profit attributable to shareholders of the parent company, excluding non-recurring gains and losses, is projected to be between 473 million and 493 million CNY, a decrease of 173.01 million to 193.01 million CNY year-on-year, reflecting a decline of 26% to 29%[2] - The total profit for the same period last year was 1,086.01 million CNY, with a net profit attributable to shareholders of the parent company of 692.19 million CNY[5] - The basic earnings per share for the same period last year was 0.167 CNY[5] Factors Influencing Performance - The increase in performance for Q1 2025 is primarily attributed to the impact of the subsidiary's public transfer of its enterprise assets[6] - The company has not identified any significant non-recurring gains or losses or accounting issues that would materially affect the performance forecast[7] Forecast Confirmation - The preliminary forecast data is subject to final confirmation in the official Q1 2025 report[9]

Group 1 - The company expects a net profit attributable to shareholders of the parent company for Q1 2025 to be between 1,426 million and 1,447 million yuan, representing a year-on-year increase of 733.81 million to 754.81 million yuan, which translates to a growth of 106% to 109% [1] - The primary reason for this significant increase in performance is attributed to the public transfer of subsidiary assets [1]

证券代码：600582 证券简称：天地科技 公告编号：临 2025-013 号 天地科技股份有限公司 2024 年年度股东大会决议公告 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 4 月 18 日 (二)股东大会召开的地点：北京市朝阳区和平里青年沟路煤炭大厦 15 层会 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： | 1、出席会议的股东和代理人人数 | 917 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,634,839,604 | | 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 | 63.6651 | | 份总数的比例（%） | | (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。 本次会议由公司第七届董事会董事长胡善亭主持，采用现场会议记名投票和 网络投票相结合的方式召开。会议的召集、召开及表决方式符合《 ...

北京市嘉源律师事务所 关于天地科技股份有限公司 2024 年年度股东大会的法律意见书 | 务所 JIA YUAN LAW OFFICES 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 二〇二五年四月 天地科技 2024 年年度股东大会 法律意见书 a 源 e u 青 务 所 IA YUAN LAW OFFICES 致:天地科技股份有限公司 北京市嘉源律师事务所 关于天地科技股份有限公司 2024 年年度股东大会的法律意见书 嘉源(2025)-04-213 北京市嘉源律师事务所(以下简称"本所")接受天地科技股份有限公司(以 下简称"公司"）的委托,根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《上市公司股东大会规则》(以下简称"《股东大会规则》")等现 行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规")以 及《天地科技股份有限公司章程》(以下简称"《公司章程》")的有关规定, 指派本所律师对公司 2024 年年度股东大会(以下简称"本次股东大会")进行 见证,并依法出具本法律意见书。 为出具本法律意见书,本所指派律师现场见证了本次股东大会,查阅了公司 提供的与本 ...