中国中材国际工程股份有限公司 2025年第三次临时股东大会材料 二〇二五年七月 北京 中国中材国际工程股份有限公司 2025年第三次临时股东大会材料目录 | 一、中国中材国际工程股份有限公司2025年第三次临时股东大会 | | --- | | 会议议程 2 | | 二、中国中材国际工程股份有限公司2025年第三次临时股东大会 | | 须知 3 | | 三、中国中材国际工程股份有限公司2025年第三次临时股东大会 | | 议案 5 | | （一）《关于回购注销部分限制性股票及调整回购价格的议案》 | 1 （二）《关于减少注册资本并修订〈公司章程〉的议案》 中国中材国际工程股份有限公司2025年第三次临时股东大会材料 中国中材国际工程股份有限公司 2025年第三次临时股东大会会议议程 现场会议时间：2025年7月28日下午14:30 通过上海证券交易所交易系统投票平台的投票时间为7月28日交 易时间，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7月28日的9:15-15:00。 四、公司董事、监事及高管人员接受股东就以上议案相关问题 的提问 五、对以上议案进 ...

Investment Rating - The industry investment rating is "Overweight" [2][22]. Core Viewpoints - The economy showed stable growth in the first half of 2025, with GDP increasing by 5.3% year-on-year. However, fixed asset investment growth weakened, with a cumulative year-on-year increase of 2.8%, down 0.9 percentage points from January to May [3][4]. - Infrastructure investment growth also weakened, with total infrastructure investment (including all categories) increasing by 8.9% year-on-year, a decrease of 1.5 percentage points compared to January to May. Notably, investment in transportation, warehousing, and postal services rose by 5.6% year-on-year, while investment in water conservancy, environment, and public facilities management increased by 3.5% [4][7]. - Real estate investment remained low, with a year-on-year decrease of 11.2% in the first half of 2025. The decline in construction starts and completions narrowed, with starts down 20.0% and completions down 14.8% year-on-year [7][8]. Summary by Sections Economic Overview - The first half of 2025 saw a GDP growth of 5.3%, with quarterly growth rates of 5.4% in Q1 and 5.2% in Q2. Fixed asset investment growth was at 2.8%, with manufacturing investment increasing by 7.5% [3][4]. Infrastructure Investment - Infrastructure investment (all categories) grew by 8.9% year-on-year, while investment excluding electricity increased by 4.6%. Transportation and postal services saw a 5.6% increase, while water and environmental management investment rose by 3.5% [4][5]. Real Estate Investment - Real estate investment decreased by 11.2% year-on-year, with construction starts down 20.0% and completions down 14.8%. The pace of investment recovery is expected to be slower than in previous cycles, highlighting the need for more supportive policies [7][8]. Investment Recommendations - The report suggests that the overall industry is currently weak, but regional investments may gain momentum due to national strategic initiatives. Recommended companies include state-owned enterprises like China Chemical, China Energy Construction, and China Railway Construction, as well as private firms like Zhi Te New Materials and Honglu Steel Structure [15].

境外需求旺盛拉动上半年新签合同较快增长，海外拓展有空间 2025年1-6月，中材国际新签合同为411.6亿元，同比增长11%，其中境内/境外新签合同为133.3/278.4亿 元，同比-2%/+19%，占比32%/68%。境外市场已成为中材国际订单的主要来源，境外新签订单的高增拉 动公司新签合同较快增长。当前海外如中东及东南亚等地随着经济的多元化发展或经济的快速增长，催生 了大量的基建需求，我国在基建领域拥有技术、资金及产品等多项优势，各大建筑央国企正积极出海，1-5 月，我国对外承包工程完成营业额619.4亿美元，同比增长5.4%；新签合同额986.8亿美元，同比增长 13%。作为中材集团的出海先锋，中材国际正持续深化全球市场布局，依托"一带一路"新兴市场城镇化发 展及工业化需求，紧抓新建线及运维业务需求，带动高端装备业务出海，多业务互相协同，有效拓展海外 市场。 高分红比例将持续提升，当前股息率近5% 中材国际近三年均维持较高的分红比例，在公司发布的《关于2024年度"提质增效重回报"行动方案的公 告》中，明确分红比例将持续提升，即"未来三年（2024年-2026年）在保证公司能够持续经营和长期发展 的前 ...

Investment Rating - The report maintains a "Buy" rating for the company [5] Core Views - The company has shown strong growth in new contracts, particularly in overseas markets, with a total of 41.16 billion yuan in new contracts signed in the first half of 2025, representing an 11% year-on-year increase [1] - The company is committed to increasing its dividend payout ratio, with a current dividend yield of approximately 5%, which is competitive compared to major state-owned banks [2] - The company's business structure is continuously optimizing, with stable operations across its three main business segments: engineering, maintenance, and equipment [3] Summary by Sections New Contracts and Market Expansion - In the first half of 2025, the company signed new contracts worth 41.16 billion yuan, with domestic and international contracts at 13.33 billion yuan and 27.84 billion yuan respectively, showing a year-on-year growth of -2% and +19% [1] - The overseas market has become a major source of orders, driven by infrastructure demand in regions like the Middle East and Southeast Asia [1] Dividend Policy - The company has maintained a high dividend payout ratio over the past three years and plans to continue increasing it, targeting a cash distribution of at least 44% of the distributable profits in 2024, 48.4% in 2025, and 53.24% in 2026 [2] Business Structure and Financial Performance - The company is actively expanding its overseas market presence while optimizing its business structure, which has led to improved profitability [3] - The forecasted net profit for 2025 is 3.26 billion yuan, with a projected growth rate of 9.43% [4]

Investment Rating - The report maintains a "Buy" rating for the company [5] Core Views - The company has shown strong growth in new contracts, particularly in overseas markets, with a total of 41.16 billion yuan in new contracts signed in the first half of 2025, representing an 11% year-on-year increase [1] - The company is committed to increasing its dividend payout ratio, with a current dividend yield of approximately 5%, which is competitive compared to major state-owned banks [2] - The company's business structure is continuously optimizing, with steady operations across its three main business segments: engineering, maintenance, and equipment [3] Summary by Sections New Contracts and Market Expansion - In the first half of 2025, the company signed new contracts worth 41.16 billion yuan, with domestic and international contracts at 13.33 billion yuan and 27.84 billion yuan respectively, showing a year-on-year growth of -2% and +19% [1] - The overseas market has become a major source of orders, driven by infrastructure demand in regions like the Middle East and Southeast Asia [1] Dividend Policy - The company has maintained a high dividend payout ratio over the past three years and plans to continue increasing it, targeting a cash distribution of at least 44%, 48.40%, and 53.24% of the distributable profits for the years 2024 to 2026 [2] Business Structure and Financial Performance - The company is actively expanding its overseas market presence while optimizing its business structure, which has led to improved profitability [3] - The forecasted net profit for the years 2025 to 2027 is 3.26 billion, 3.40 billion, and 3.52 billion yuan respectively, indicating a steady growth trajectory [4]

Investment Rating - The industry rating is maintained as "Outperform the Market" [5] Core Insights - The construction sector has seen a significant increase in attention towards urban renewal, with undervalued large-cap stocks showing signs of stabilization. The sector's performance is driven by improved demand-side policy expectations and a shift away from excessive competition, benefiting both large and small-cap stocks. The report suggests focusing on high-growth segments such as urban renewal, coal chemical, nuclear power, and steel structures, while also considering the beta opportunities in large-cap stocks [1][13][14]. Summary by Sections Urban Renewal - Urban renewal is accelerating, with policies from the central government outlining goals and support measures. The focus includes the renovation of old residential areas, establishing safety management systems for buildings, and creating resilient and smart cities. The report identifies four key categories for investment: design and testing, construction and decoration, urban infrastructure renovation, and resilient/smart city initiatives, highlighting specific companies in each category [2][15][17]. Market Performance - The construction index rose by 2.77% in the week of July 7-11, outperforming the Shanghai and Shenzhen 300 index by 1.76 percentage points. Notable performers included Guosheng Technology (+42.98%), New City (+34.73%), and Beautiful Ecology (+34.46%) [4][21][26]. Investment Recommendations - The report emphasizes the cyclical opportunities arising from improved physical work volume in infrastructure. It suggests focusing on high-demand areas such as water conservancy, railways, and aviation, particularly in regions like Sichuan, Zhejiang, Anhui, and Jiangsu. Recommended companies include Sichuan Road and Bridge, Zhejiang Communications, and major state-owned enterprises like China Communications Construction and China Railway Construction [27][28]. Emerging Business Directions - The report highlights the growing demand for computing power driven by AI applications, recommending companies like Hainan Huatie for their transition into computing power leasing. It also notes the potential in cleanroom sectors due to the ongoing domestic replacement in the semiconductor industry, suggesting companies like Baicheng and Shenghui Integration [29][30]. Major Projects and Themes - The report identifies significant investment opportunities in major hydropower projects, deep-sea economy, and low-altitude economy, recommending companies involved in these sectors, such as China Power Construction and China Energy Engineering [32][30].

Core Viewpoint - China National Materials International Engineering Co., Ltd. (中材国际) has experienced fluctuations in its stock price and a decrease in new contract amounts for the second quarter of 2025, indicating potential challenges in its operational performance [1][2]. Group 1: Company Performance - As of July 11, 2025, the stock price of China National Materials International closed at 9.05 yuan, up 4.62% from the previous week [1]. - The total market capitalization of the company is 23.892 billion yuan, ranking 4th in the professional engineering sector and 681st among all A-shares [1]. - In the second quarter of 2025, the company signed new contracts totaling 1,328,368.82 thousand yuan, a decrease of 16% year-on-year [2]. - The breakdown of new contracts shows a 29% decrease in engineering technical services, while high-end equipment manufacturing saw a 27% increase [2]. Group 2: Contract and Project Status - The company’s new contracts for the first half of 2025 totaled 4,116,420.98 thousand yuan, reflecting an 11% year-on-year growth [2]. - The total uncompleted contract amount as of the reporting period is 6,203,703.16 thousand yuan, which is a 5.94% increase from the previous reporting period [4][5]. - A significant project, the Zambia Central Africa Cement Company's 5,000 tons per day clinker production line, has a contract value of 480 million USD and is currently in the financing stage, not yet executed [4]. Group 3: Shareholder Changes - The company plans to repurchase and cancel 18,138,506 shares of restricted stock granted to 253 incentive recipients who have not met the release conditions [3]. - Following the repurchase, the total share capital will decrease from 2,639,958,030 shares to 2,621,819,524 shares [3]. - The total amount required for the repurchase is approximately 83.26 million yuan, funded by the company's own resources [3].

证券代码：600970 证券简称：中材国际 公告编号：2025-048 中国中材国际工程股份有限公司 关于召开2025年第三次临时股东大会的通知 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： 召开的日期时间：2025 年 7 月 28 日 14 点 30 分 召开地点：北京市朝阳区望京北路 16 号中材国际大厦公司会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 28 日 至2025 年 7 月 28 日 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。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《上海证券交易所上市公司自律监管 ...

Core Points - The company announced a reduction in registered capital and amendments to its Articles of Association following the repurchase and cancellation of certain restricted stocks [1] - The company held its first extraordinary general meeting in 2025 to approve the repurchase and cancellation of restricted stocks and to adjust the repurchase price [1] - The repurchase involved 18,138,506 shares of restricted stock due to unmet performance conditions from the 2021 incentive plan, resulting in a corresponding decrease in registered capital [1] Summary by Sections Capital Reduction - The total number of shares reduced by 18,138,506 shares, leading to a new total share count of 2,621,819,524 shares [1] - The registered capital decreased by 18,138,506 yuan as a result of the stock repurchase [1] Amendments to Articles of Association - The Articles of Association will be amended to reflect the new registered capital and total share count [1] - Specific changes include the adjustment of Article 7 and Article 19 to indicate the new registered capital and total number of ordinary shares [1] Future Steps - The amendments to the Articles of Association are subject to approval at the shareholders' meeting and require regulatory approval and filing [1]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1] - The company was approved for establishment on November 29, 2001, and listed on the Shanghai Stock Exchange on April 12, 2005, with an initial public offering of 58 million shares [1][4] - The registered capital of the company is RMB 2,621,819,524 [1] Business Objectives and Scope - The company's business objective is to continuously interpret customer needs and create value, adhering to market adaptation, user priority, and technological leadership [2] - The business scope includes research, development, technical consulting, engineering design, equipment manufacturing, construction installation, and general contracting in non-metallic new materials and construction materials [3] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [4] - The total number of ordinary shares approved for issuance is 168 million, with 110 million shares issued to five founders, accounting for 65.48% of the total [4][5] - The company has undergone several capital increases and stock splits, resulting in a total share capital of 1,754,257,928 shares after various adjustments [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [11][13] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14] - The company’s controlling shareholders and actual controllers must not harm the interests of the company or other shareholders [15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring once a year after the end of the previous fiscal year [46] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of shares [22][20] - The notice for shareholder meetings must include details such as time, location, agenda, and rights of shareholders to attend and vote [57][58]