证券代码：600817 证券简称：宇通重工 公告编号：临 2025-054 (一)股东大会召开的时间：2025 年 8 月 8 日 (二)股东大会召开的地点：郑州市经济技术开发区宇工路 88 号行政楼会议室 (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： | 1、出席会议的股东和代理人人数 | 186 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 394,168,217 | | 3、出席会议的股东所持有表决权股份数占公司有表决 | 73.9106 | | 权股份总数的比例（%） | | 宇通重工股份有限公司 2025年第二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 (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。 会议由董事长晁莉红女士主持，表决方式符合《公司法》及 《公司章程》的规定。 (五)公司董事、监事和高级管理人员的出席情况 1、公司在 ...

Core Viewpoint - The report highlights the accelerating growth of orders for automated sanitation equipment, indicating a trend of scattered volume increase in the market for unmanned sanitation solutions [1][4]. Investment Highlights - The automation and intelligence of urban sanitation operations are achieved through unmanned equipment, categorized into small-tonnage and large-tonnage devices, as well as humanoid robots for closed-loop scenarios [2]. - Small-tonnage unmanned devices are expected to be more economical, with one unit plus one operator potentially replacing 3-4 workers, leading to significant cost savings [2]. - The market for unmanned sanitation equipment is projected to reach a scale of hundreds of billions, with varying estimates based on the adoption rate of unmanned operations [3]. Market Space Estimation - The market space for small and large-tonnage unmanned devices is estimated at 575 billion to 1,522 billion yuan, depending on the adoption rate of 20%, 30%, or 40% [3]. - The report emphasizes the need for active participation and strategic positioning by various stakeholders in the unmanned sanitation sector to address labor shortages and enhance mechanization rates [4]. Order Growth and Trends - The number of awarded projects for automated sanitation is expected to increase significantly, with 82 projects worth 4.87 billion yuan in 2024 and over 90 projects worth 5.58 billion yuan in the first half of 2025 [1][4]. - The estimated total for awarded projects in 2025 is projected to exceed 180, with a total value of approximately 11.16 billion yuan, reflecting a year-on-year growth of about 129% [1][4]. Economic Analysis - The economic viability of small-tonnage unmanned devices is highlighted, with a price point of 300,000 yuan per unit, which could become economically advantageous as prices decrease to 200,000 yuan [2]. - Large-tonnage unmanned vehicles currently lack economic feasibility but could become viable if prices drop to 600,000 yuan [2]. Company Participation - Various companies are actively developing and deploying unmanned sanitation solutions, including 盈峰环境, 宇通重工, 福龙马, and others, indicating a robust competitive landscape [4]. - The report suggests that the transition to unmanned sanitation will help companies reduce costs and increase profitability, with projected performance elasticity for several companies ranging from 76% to 296% [5].

Investment Rating - The report maintains an "Accumulate" rating for the environmental protection industry [1] Core Viewpoints - The automation and intelligence of urban sanitation operations are being achieved through unmanned sanitation equipment, which can be categorized into small-tonnage, large-tonnage, and humanoid robots [4][10] - Small-tonnage unmanned equipment is expected to be more economical and will likely see earlier market adoption [4][13] - The market potential for unmanned sanitation and driving equipment is estimated to reach a trillion yuan level, with various scenarios predicting market sizes ranging from 575 billion to 1,522 billion yuan depending on the adoption rates [4][15] - The industry is actively engaging in the layout of intelligent and unmanned solutions, addressing labor shortages and aging workforce issues in the sanitation sector [4][18] - Orders for unmanned sanitation equipment are accelerating, showing a trend of scattered volume growth, with significant government contracts [4][40] Summary by Sections 1. Automation and Intelligence in Sanitation - Unmanned sanitation equipment utilizes advanced technologies for automation and intelligence, categorized into small-tonnage, large-tonnage, and humanoid robots [10] - Small-tonnage equipment serves semi-enclosed areas, while large-tonnage equipment is designed for open environments [12] 1.2 Economic Analysis - Small-tonnage unmanned equipment can replace 3-4 workers, with a current price of around 300,000 yuan, becoming economically viable as prices drop to 200,000 yuan [13] - Large-tonnage unmanned vehicles currently lack economic viability but could become competitive if prices decrease to 600,000 yuan [13] 1.3 Market Potential - The market for unmanned sanitation equipment is projected to be substantial, with estimates of 575 billion yuan under conservative assumptions and up to 1,522 billion yuan under optimistic scenarios [15] 2. Active Participation in Unmanned Solutions - Various companies are actively developing and deploying unmanned sanitation solutions, addressing labor challenges and enhancing mechanization rates [18][19] 3. Order Growth Trends - The number of contracts for unmanned sanitation projects is increasing, with projections indicating a 129% year-on-year growth in total contract value for 2025 [40][41]

Investment Rating - The report maintains an "Accumulate" rating for the environmental protection industry [1] Core Views - The report emphasizes the importance of the recent price law revision, which is expected to enhance ROE and cash flow, particularly in the water pricing sector. The marketization of water prices is seen as a potential turning point for cash flow, similar to the previous developments in waste incineration [1][11] - The report identifies a cash flow turning point in water operations, suggesting that companies like Xingrong and Shou Chuang will see significant reductions in capital expenditures starting in 2025, leading to substantial increases in free cash flow [1][22] - The report highlights the strengthening of environmental inspections as a driving force for the industry, indicating a shift from policy-driven to governance-driven demand for environmental services [10] Summary by Sections Industry Trends - The environmental protection industry is transitioning towards a governance-driven model, with a focus on long-term, systematic management rather than temporary fixes [10] - The report notes a significant increase in the sales of new energy sanitation vehicles, with a year-on-year growth of 90.56% in the first half of 2025, indicating a growing market for environmentally friendly equipment [31] Water Operations - The report predicts that the water operations sector will experience a cash flow turning point, with companies like Xingrong and Shou Chuang expected to reduce capital expenditures significantly starting in 2025, leading to increased free cash flow [1][22] - The report recommends companies such as Xingrong Environment, Yuehai Investment, and Hongcheng Environment for their strong dividend potential and market positioning [23][24] Waste Incineration - The report discusses the expected decline in capital expenditures for waste incineration, which will enhance free cash flow and dividend payouts. Companies like Junxin and Green Power are highlighted for their strong dividend performance [18][20] - The report identifies new trends in waste incineration, including partnerships with data centers to enhance profitability and ROE [21] Policy Developments - The report outlines the implications of the price law revision, which aims to enhance market pricing mechanisms and improve cash flow for public utilities, particularly in water and waste management sectors [11][14] - The report emphasizes the importance of environmental inspections in driving industry growth and ensuring compliance with new regulations [9][10] Recommendations - The report recommends a focus on companies with strong operational capabilities and cash flow potential, such as Xingrong Environment, Yuehai Investment, and Hongcheng Environment, while suggesting attention to emerging players in the waste management and renewable energy sectors [23][24][25]

证券代码:600817 证券简称：宇通重工 宇通重工股份有限公司 2025 年第二次临时股东大会 会议资料 二零二五年八月八日 1 五、股东发言主题应与本次股东大会审议事项有关，与本次 股东大会议题无关或将泄露公司商业秘密以及可能损害公司、股 东共同利益的问询，公司有权拒绝回答。 目录 | 2025 年第二次临时股东大会会议须知 | | --- | | 2025 年第二次临时股东大会议程 | | 议案一：关于取消监事会并修订《公司章程》及附件的议案 5 | | 议案二：关于修订公司制度的议案 … | | 议案三:关于选举董事的议案 | 2 宇通重工股份有限公司 2025 年第二次临时股东大会会议须知 为维护投资者合法权益，确保公司 2025 年第二次临时股东大 会的正常秩序和顺利召开，根据《公司法》《上市公司股东会规则》 及《公司章程》的有关规定，特制定本会议须知，请出席本次会 议的全体人员遵照执行。 一、参加本次股东大会现场会议的登记时间为 2025 年 8 月 4 日 8:30-17:00，请拟出席现场会议的股东或股东授权代表在上述期 间按照本次股东大会通知办理参会登记。 二、请出席现场会议的股东或股东授 ...

Core Viewpoint - Yutong Heavy Industry Co., Ltd. has decided to abolish its supervisory board and amend its articles of association, transferring the supervisory responsibilities to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer establish a supervisory board, with the powers of the supervisory board being exercised by the audit committee of the board of directors [1]. - The articles of association will be revised accordingly, and related rules concerning the supervisory board will be abolished [1]. Articles of Association Amendments - The first article of the articles of association has been revised to include the protection of the rights of employees along with shareholders and creditors [1]. - The second article confirms the company's establishment as a joint-stock limited company in accordance with relevant regulations [1]. - The sixth article states that the registered capital of the company remains unchanged [1]. Responsibilities and Rights - The legal representative of the company is the chairman of the board, who must be appointed within thirty days if the current chairman resigns [1]. - The company will bear civil liability for activities conducted by the legal representative in the name of the company [2]. Shareholder Rights and Obligations - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3]. - The articles of association stipulate that shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [8]. Governance and Decision-Making - The company will hold shareholder meetings to exercise its rights, including approving reports from the board of directors and deciding on the remuneration of directors and supervisors [9]. - The articles of association outline the procedures for convening and voting at shareholder meetings, including provisions for electronic voting [10]. Independent Directors - Independent directors must adhere to laws and regulations, maintaining their independence and fulfilling their duties to protect the interests of minority shareholders [25][28]. - The company is required to evaluate the independence of its independent directors annually and disclose the results [27].

Core Viewpoint - The legal opinion letter confirms that Yutong Heavy Industry Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of certain restricted stocks as part of its 2024 restricted stock incentive plan [2][12]. Group 1: Approval and Authorization of the Repurchase - The board of directors approved the incentive plan and related proposals, which were submitted for further review and approval [7][9]. - The supervisory board confirmed that the proposed incentive objects meet the legal and regulatory requirements [8][10]. - The necessary approvals for the repurchase of restricted stocks have been obtained, ensuring compliance with relevant laws and regulations [11][12]. Group 2: Details of the Repurchase - The repurchase is due to the demotion of six incentive objects, leading to the cancellation of their unvested restricted stocks [11][12]. - A total of 470,000 shares of unvested restricted stocks will be repurchased at a price of 4.18 yuan per share [12]. - The funds for the repurchase will come from the company's own funds, aligning with the provisions of the incentive plan [12]. Group 3: Conclusion - The legal opinion asserts that the repurchase's reasons, quantity, price, and funding sources comply with the management regulations and the incentive plan [12]. - The company is required to fulfill its information disclosure obligations and complete the necessary procedures for stock repurchase and capital reduction [12].

Core Viewpoint - The company has announced the details of its 2025 restricted stock incentive plan, including the number of shares granted and the terms of the plan [1][2][4]. Group 1: Restricted Stock Grant Details - The total number of restricted stocks granted is 2.7 million shares, adjusted from an initial 3.12 million due to two participants voluntarily giving up their shares [2][4]. - The grant date for the restricted stocks is set for June 26, 2025, with a grant price of 6.10 yuan per share [2][3]. - The number of participants in the incentive plan is 14, down from 16 [2]. Group 2: Lock-up and Release Arrangements - The lock-up period for the granted restricted stocks is 12 months from the completion of the registration [3]. - The release schedule for the restricted stocks includes two phases: 50% can be released after 12 months, and the remaining 50% can be released after 24 months [3]. Group 3: Financial Impact and Capital Structure - The total subscription amount for the restricted stocks is 16.47 million yuan, with 2.7 million yuan added to the registered capital [3][4]. - The company's total share capital will increase from 530.6 million shares to 533.3 million shares following the registration of the restricted stocks [4]. - The accounting cost impact of the restricted stock grant will be amortized over the years 2025, 2026, and 2027, although the final accounting cost will depend on various factors [5].

General Principles - The company aims to promote strategic development and establish effective incentive and restraint mechanisms to enhance operational management levels [1] Director Allowances - Independent directors receive an annual allowance of RMB 160,000, while non-independent directors receive RMB 50,000 [2] - Allowances are pre-tax amounts, with the company responsible for withholding personal income tax [2] - Allowances are not paid if directors are publicly reprimanded or deemed inappropriate by the stock exchange, or if they face administrative penalties from the China Securities Regulatory Commission [2][2][2] Senior Management Compensation - Senior management compensation is determined based on principles that link income levels to company performance and long-term interests [3][4] - The compensation consists of a basic salary and performance-based pay, with the performance assessment based on economic benefits and work objectives [4][5] - The performance evaluation results are tied to appointments and renewals, allowing the company to adjust management positions based on performance [5] Incentive Fund - The company has established an incentive fund to motivate directors and senior management, with a maximum withdrawal limit of 8% of the net profit attributable to the parent company's shareholders [6] - The use of the incentive fund is performance-oriented and must adhere to legal and regulatory requirements [6][6] - Any unfulfilled incentive requirements will result in the recovery of the incentive fund, which will be added back to the incentive pool for future use [6] Supervision and Management - The company conducts annual performance assessments based on audited financial data, with penalties for any discrepancies or false records [7] Supplementary Provisions - The management measures become effective upon approval by the shareholders' meeting, and any conflicts with the latest laws and regulations will defer to those regulations [8][8]

证券代码：600817 证券简称：宇通重工 编号：临 2025-051 宇通重工股份有限公司 关于回购注销部分限制性股票的公告 （一）回购注销限制性股票的原因、数量 鉴于《公司 2024 年限制性股票激励计划（草案）》（以下简称 "《2024 年激励计划》"）中 6 名激励对象降职，经董事会认定， 公司拟回购注销其未解除限售的限制性股票 470,000 股。 （二）限制性股票回购价格及资金来源 1、公司《2024 年激励计划》对应的限制性股票按照 4.18 元/ 股回购，同时根据《2024 年激励计划》规定，向回购激励对象支 付对应股份的回购价款及其银行同期存款利息。 2、本次使用公司自有资金回购。 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。 宇通重工股份有限公司（以下简称"公司"）于 2025 年 7 月 23 日召开了第十二届董事会第七次会议和第十一届监事会第三 十九次会议，审议通过了《关于回购注销部分限制性股票的议案》， 同意公司回购注销已授予但尚未解除限售的限制性股票共计 470,000 股。现将相关事项公告如下： ...