FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年11月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 第一拖拉机股份有限公司 呈交日期: 2025年12月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00038 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 391,940,000 | RMB | | | 1 RMB | | 391,940,000 | | 增加 / 減少 (-) | | | | | | | RMB | | | | 本月底結存 | | | 391,940,000 | RMB | | | 1 RMB | | 391,940,000 | | 2. 股份分類 | ...

Group 1: Core Insights - The article highlights the transformation of "Henan Manufacturing" towards high-end, intelligent, and green production, showcasing significant advancements in technology and product offerings [1] - The number of A-share listed companies in Henan has increased from 87 at the end of 2020 to 112, with a total market capitalization of approximately 1.8 trillion yuan, indicating rapid growth in the capital market during the "14th Five-Year Plan" period [1] - A large-scale media investigation revealed how capital markets empower local high-quality development in Henan, emphasizing the region's strategic importance in China's modernization [1] Group 2: Traditional Industry Transformation - Traditional industries in Henan, particularly in Luoyang, are undergoing significant transformation through digitalization and innovation, with companies like Luoyang Bearing Group investing over 2 billion yuan in smart factory upgrades [2][3] - The proportion of high-end products in Luoyang Bearing Group has risen to nearly 70%, with a 40% market share in domestic wind turbine main bearings, reflecting successful adaptation to modern demands [2] - The integration of traditional heavy equipment manufacturing with intelligent technology is exemplified by CITIC Heavy Industries, which has transitioned from traditional manufacturing to a comprehensive industrial giant [3] Group 3: Emerging Industries - Emerging industries in Henan are rapidly developing, with strategic policies focusing on seven key emerging industries and 28 priority industrial chains, leading to a significant increase in the contribution of these sectors to the economy [7][8] - Companies like Hanwei Technology and Shijia Photon are leading the charge in sensor and semiconductor industries, respectively, establishing a robust industrial ecosystem and breaking foreign monopolies [8][9] - The strategic focus on new industries has resulted in a 2.4 percentage point increase in the share of strategic emerging industries in Henan's industrial output, reaching 24.8% [10] Group 4: Future Industry Planning - The "Action Plan" released in August outlines ambitious goals for the development of strategic emerging industries, targeting an annual growth of over 11% and a significant increase in the share of these industries in the overall industrial output by 2027 [11] - Companies like Yutong Bus are playing a pivotal role in the development of the new energy vehicle supply chain, fostering collaboration with over 290 local suppliers to create a self-sustaining ecosystem [12] - The focus on innovation and technology in future industries is supported by government policies aimed at enhancing capital market engagement and facilitating mergers and acquisitions [14][15]

Group 1 - The core viewpoint of the article emphasizes the role of Yituo Co., Ltd. as a leading player in the agricultural machinery industry, leveraging capital markets to enhance its development and contribute to local high-quality growth [1][6][7] - Yituo has established a virtuous cycle of "financing - R&D - returns" since its H-share listing in 1997 and A-share return in 2012, which has been crucial for its technological advancements [2][3] - The company has invested heavily in R&D, with a target of maintaining R&D expenditure at 4% by 2025, and has secured 328 patents in the agricultural machinery sector, including 12 awarded for technological progress [3][4] Group 2 - Yituo plays a pivotal role in the "Luoyang Modern Agricultural Machinery Equipment Industry Cluster," which was recognized as a national advanced manufacturing cluster, enhancing the collaborative development of the agricultural machinery industry in Henan [4][6] - The company has a significant impact on the local supply chain, with approximately 45% of its suppliers located in Henan, contributing to a production value of 600 billion yuan, which accounts for about 30% of the national total [4][6] - Yituo is focusing on the modernization of agriculture through intelligent and renewable energy machinery, aiming to create a digital ecosystem for agriculture and participate in national smart agriculture demonstration projects [6][7] Group 3 - The future plans of Yituo include enhancing "bottleneck" technology R&D and the application of new energy agricultural machinery, while promoting flexible and green upgrades in production lines [7] - The company aims to strengthen collaboration with local enterprises to build a new ecosystem for modern agricultural equipment, ensuring that local firms remain at the forefront of technological advancements [7] - Yituo's development practices illustrate that capital markets are essential for achieving high-quality growth, as it continues to leverage capital and innovation in the agricultural machinery sector [7]

Core Viewpoint - The article emphasizes the role of Yituo Co., Ltd. as a leading player in the agricultural machinery industry in China, showcasing how the company leverages capital markets for technological innovation, industry collaboration, and future development strategies [1][13]. Group 1: Technological Innovation - Since its H-share listing in 1997 and A-share return in 2012, Yituo has established a virtuous cycle of "financing - R&D - returns," with capital markets providing essential funding for technological advancements [3]. - The company has significantly increased R&D investment, focusing on core technologies such as power shift and continuously variable transmission, leading to a reduction in component procurement costs and enhancing self-manufacturing rates [5]. - Yituo has accumulated 328 patents in the agricultural machinery sector, with 12 patents, including the "power shift transmission system for high-horsepower tractors," awarded the Henan Provincial Science and Technology Progress Award [5]. Group 2: Industry Cluster Development - Yituo plays a pivotal role in the "Luoyang Modern Agricultural Machinery Equipment Industry Cluster," which was recognized as a national advanced manufacturing cluster, contributing to the development of a comprehensive industrial chain in Henan [9]. - The agricultural machinery industry in Henan has formed a development pattern centered around Luoyang, with over 300 related enterprises generating an output value of 60 billion yuan, accounting for approximately 30% of the national total [9]. - The company sources 45% of its suppliers from Henan, effectively driving the development of the agricultural machinery supply chain in the region [9]. Group 3: Future Development Strategy - Yituo aims to enhance agricultural modernization by integrating new information technologies, biotechnology, and smart agricultural machinery, establishing a digital ecosystem for agriculture [12]. - The company plans to focus on "bottleneck" technology R&D and the application of new energy agricultural machinery, while promoting flexible and green upgrades in its production lines [12]. - Yituo's future strategy includes strengthening collaborations with local enterprises to foster technological advancements and contribute to the high-quality development of Henan's agricultural equipment sector [12].

Core Viewpoint - The report by Zhiyan Consulting highlights a decline in the production of large tractors in China, indicating a potential downturn in the industry [1] Group 1: Industry Overview - In September 2025, the production of large tractors in China was recorded at 10,000 units, reflecting a year-on-year decrease of 2.1% [1] - From January to September 2025, the cumulative production of large tractors reached 90,000 units, which represents a cumulative decline of 1.8% compared to the previous year [1] Group 2: Market Analysis - The data is sourced from the National Bureau of Statistics and compiled by Zhiyan Consulting, emphasizing the importance of reliable data in industry analysis [1] - Zhiyan Consulting is recognized as a leading industry consulting firm in China, specializing in in-depth industry research and providing comprehensive consulting services [1]

Core Points - The 2025 Golden Bull Enterprise Sustainable Development Forum and the third National New Cup ESG Golden Bull Award ceremony were held in Suzhou, Jiangsu, focusing on sustainable development [1] - Yituo Co., Ltd. was awarded the "ESG Excellence Central Enterprise Golden Bull Award" for its innovative practices and outstanding performance in the ESG field [1][4] Group 1 - The ESG Golden Bull Award is a brand established by China Securities Journal to evaluate corporate ESG performance [4] - The third National New Cup ESG Golden Bull Award follows the principles of "openness, fairness, and justice," utilizing a rigorous and scientific evaluation system to identify leaders in ESG practices within the capital market [4][5] - Seven awards were set up for this year's ESG Golden Bull Award, including "Top 100 ESG Golden Bull Awards," "ESG Excellence Central Enterprise Golden Bull Award," "ESG Carbon Neutrality Golden Bull Award," "ESG Technology Leadership Golden Bull Award," "ESG Governance Golden Bull Award," "ESG Rural Revitalization Golden Bull Award," and "ESG New Star Golden Bull Award" [4][5] Group 2 - The evaluation committee drew on the China National New ESG evaluation methodology and research results from the State-owned Assets Supervision and Administration Commission, assessing corporate ESG performance from financial significance and impact significance [5] - The evaluation process included systematic assessments of ESG risk events, public opinion evaluations, and the quality of ESG disclosures [5] - The awards were determined based on a combination of comprehensive judgments from the evaluation committee's experts and a replacement principle, ensuring a diverse and comprehensive evaluation of the ESG performance of the candidates [5]

Core Viewpoint - The article discusses the resilience of YTO Group Corporation (一拖股份) in the agricultural machinery industry, highlighting its historical significance and current challenges, while also noting its strategic responses to market conditions and opportunities for growth in overseas markets [4][6][12]. Company Overview - YTO Group Corporation specializes in agricultural machinery (tractors and components) and power machinery (non-road diesel engines) [5]. - The company was listed in Hong Kong in 1997 and on the Shanghai Stock Exchange in 2012, being the only "A+H" agricultural machinery enterprise in China [6]. Historical Performance - From 2012 to 2018, YTO's revenue showed a downward trend, with a significant loss of 1.39 billion yuan in net profit in 2018, coinciding with a 20.8% decline in the sales of large and medium tractors in the industry [6][9]. - The company undertook significant restructuring in 2018, including workforce reductions, which led to a turnaround in profitability by 2019 [6]. Recent Performance - In the first three quarters of the current year, YTO's revenue was 9.7 billion yuan, a decrease of nearly 10%, with a net profit of 990 million yuan, down 9.7% year-on-year [7][9]. - The company is facing new challenges in 2025, including low grain prices and extreme weather, which are expected to reduce demand for traditional agricultural machinery [11]. Market Dynamics - Despite market declines, the agricultural machinery industry is seeing increased concentration, with government policies favoring intelligent products [12]. - YTO has successfully launched its "Oriental Red" power-shifting products, capitalizing on policy opportunities [12]. International Expansion - YTO is accelerating its international strategy, with tractor sales reaching 42,800 units in the first half of the year, including 5,445 units sold overseas, marking a 29.4% increase [13]. - The African and Central and Eastern European markets have shown significant growth, with sales increasing by over 50% [13]. Financial Resilience - The company's gross margin has remained around 15%, with a slight increase to 16.2% in the first three quarters of the year, indicating strong resilience [14]. - YTO's net profit margin has been unusually high, attributed to minimal interest-bearing debt and substantial investment income, including 120 million yuan in investment returns in 2023 [16][17].

（附註5及6） ： 附註： 二零二五年第三次臨時股東會適用之代表委任表格 本人╱吾等 （附註1） 地址為 為第一拖拉機股份有限公司（「本公司」）股本中每股面值人民幣1.00元股份 （附註2） 股的註 冊持有人，現委任大會主席或 （附註3） 地址為 為本人╱吾等之代理人，代表本人╱吾等出席擬於二零二五年十二月十六日（星期二）上午十時正假座中華人民共和國 （「中國」）河南省洛陽市建設路154號舉行的本公司二零二五年第三次臨時股東會（「臨時股東會」）或其任何續會，並於 該會代表本人╱吾等及以本人╱吾等名義，依照下列指示就以下所列決議案及於臨時股東會上須處理的其他事項進行 表決。除非另有界定，本通告所用詞彙與本公司日期為二零二五年十一月二十四日的通函所界定者俱有相同涵義。 | | 普通決議案 | （附註4） 贊成 | （附註4） 反對 | （附註4） 棄權 | | --- | --- | --- | --- | --- | | 1. | 第十屆董事會董事薪酬方案 | | | | | | 普通決議案（累積投票制之決議案） | | （附註10） 投票 | | | 2.00 | 有關選舉本公司第十屆董事會非獨立董事之決議案 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 二零二五年第三次臨時股東會通告 茲通告第一拖拉機股份有限公司（「本公司」）謹訂於二零二五年十二月十六日（星期 二）上午十時正假座中華人民共和國（「中國」）河南省洛陽市建設路154號舉行二零 二五年第三次臨時股東會（「臨時股東會」），藉以審議並酌情通過下列決議案： 除非另有說明，本通告所用詞彙應與本公司於二零二五年十一月十九日發佈之公告 所定義者具有相同涵義。 普通決議案 1. 第十屆董事會董事薪酬方案 普通決議案 （採用累積投票制之決議案） 2.00 有關選舉本公司第十屆董事會非獨立董事之決議案（共選舉五名董事） 2.01 選舉趙維林為第十屆董事會非獨立董事 2.02 選舉魏濤為第十屆董事會非獨立董事 1 2.03 選舉方憲法為第十屆董事會非獨立董事 2.04 選舉楊建輝為第十屆董事會非獨立董事 2.05 選舉孫峰為第十屆董事會非獨立董事 3.02 選舉徐立友為第十屆董事會獨立非執行董事 3.03 選舉 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取行動有任何疑問，應諮詢 閣下的持牌證券交易商或 註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下的第一拖拉機股份有限公司的股份全部售出或轉讓，應立即將本通函連 同隨附代表委任表格交予買主或承讓人，或經手買賣或轉讓的銀行、持牌證券交易商或 其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 (1)重選及委任董事； (2)董事薪酬； 及 (3)臨時股東會通告 董事會函件載於本通函第3至12頁。第一拖拉機股份有限公司謹訂於二零二五年十二月 十六日（星期二）上午十時正假座中國河南省洛陽市建設路154號舉行臨時股東會通告載 於本通函第EGM-1至EGM-3頁。 隨附臨時股東會適用之代表委任表格。無論 閣下是否能夠親身出席會議，務請將隨附 代表委任表格按其上印備的指示填妥並交回。代表委任表格須盡快交回本公司的香港股 份過戶登記分處香港中央證券登記有限公司（地 ...