证券代码：601038 证券简称：一拖股份 公告编号：临 2025-24 第一拖拉机股份有限公司 关于终止重大资产出售事项相关内幕信息知情人买卖股票情况 自查报告的公告 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个别及连带责任。 第一拖拉机股份有限公司（以下简称一拖股份、公司或上市公司）于 2023 年 12 月 26 日召开第九届董事会第十七次会议及第九届监事会第十次会议，审议通过 了《关于公司本次重大资产出售方案的议案》及相关议案，同意公司控股子公司一 拖（洛阳）柴油机有限公司在北京产权交易所公开挂牌转让所持中原银行股份有限 公司 0.8827%股权（以上交易简称本次交易或本次重大资产出售）。 2024 年 12 月 27 日，公司召开了第九届董事会第三十次会议及第九届监事会第 十五次会议，审议通过了《关于终止重大资产出售事项的议案》，同意终止本次重大 资产出售事项。 根据《上市公司重大资产重组管理办法》《上海证券交易所上市公司自律监管指 引第 6 号——重大资产重组》等规定，公司对终止本次重大资产出售事项相关内幕 信息知情人买 ...

证券代码：601038 证券简称：一拖股份 公告编号：临 2025－23 第一拖拉机股份有限公司 关于召开 2024 年度暨 2025 年第一季度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在虚假记载、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个别及连带责任。 重要内容提示： 会议召开时间：2025 年 5 月 16 日（星期五）16:00-17:00 会议召开地点：上海证券交易所上证路演中心（网址：http://road show.sseinfo.com） 会议召开方式：上证路演中心视频录制和网络互动 投资者可于 2025 年 5 月 12 日（星期一）至 2025 年 5 月 15 日（星 期四）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过 公司邮箱 msc0038@ytogroup.com 进行提问。公司将在说明会上对投资者普 遍关注的问题进行回答。 一、说明会类型 第一拖拉机股份有限公司（以下简称公司）已于 2025 年 3 月 28 日及 4 月 29 日在《中国证券报》《上海证券报》及上海证券交易所网站发布公司《2024 年年度报告》《20 ...

证券代码：601038 证券简称：一拖股份 公告编号：临2025-25 第一拖拉机股份有限公司 关于召开2024年度股东周年大会、2025 年第一次 A 股类别股东 会议及 2025 年第一次 H 股类别股东会议的通知 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： 一、 召开会议的基本情况 (一) 股东会类型和届次 2024年度股东周年大会、2025 年第一次 A 股类别股东会议及 2025 年第一次 H 股类别股东会议 (二) 股东会召集人：董事会 (三) 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相 结合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2025 年 6 月 10 日 14 点 30 分开始，依次召开 2024 年度 股东周年大会、2025 年第一次 A 股类别股东会议及 2025 年第一次 H 股类别股东 会议。 召开地点：河南省洛阳市建设路 154 号公司会议室 1 股东会召开日期：2025年6月10日 本次股东会采用的网络投票系统：上海证券交易所股东大会网 ...

2024 年度股东周年大会及 2025 年第一次 A/H 股类别股东会 会议资料 2025 年 6 月 第一拖拉机股份有限公司 2024 年度股东周年大会及 2025 年第一次 A/H 股类别股东会会议资料 目 录 | 一、会议须知…………………………………………………2 | | --- | | 二、会议议程…………………………………………………3 | | 三、会议议案…………………………………………………5 | 1 第一拖拉机股份有限公司 2024 年度股东周年大会及 2025 年第一次 A/H 股类别股东会会议资料 会 议 须 知 为维护全体股东的合法权益，确保第一拖拉机股份有限公司（以下简称 公司）2024 年度股东周年大会及 2025 年第一次 A/H 股类别股东会议（以 下合称"本次会议"）的正常秩序和议事效率，保证本次会议顺利进行，公 司根据中国证监会发布的《上市公司股东大会规则》 的要求，现就会议有关事项通知如下 、公司《章程》等文件 ： 一、参会股东及股东代表须携带会议通知中所列身份证明文件及相关 授权文件原件办理会议登记有关事宜。出席本次会议的股东及股东代表应于 2025 年 6 月 10 ...

Group 1 - Heavy machinery stocks have seen a general increase, with notable gains in companies such as Sany International (up 0.17% to HKD 5.77) and China National Heavy Duty Truck Group (up 1.38% to HKD 19.1) [1] - In Q1 2025, the domestic sales of excavators reached 36,562 units, marking a year-on-year increase of 38.3%, while total excavator sales from major manufacturers amounted to 61,372 units, up 22.8% year-on-year [1] - The average operating rate of construction machinery nationwide was reported at 44.67%, reflecting a year-on-year increase of 1.62%, with 12 provinces exceeding an average operating rate of 50% [1] Group 2 - The acceleration of major engineering projects across various regions is expected to enhance infrastructure investment in Q2, contributing positively to economic stability and growth [2] - Analysts from Huachuang Securities express optimism regarding domestic policy efforts to boost internal demand, suggesting that the engineering machinery sector is likely to benefit significantly [2]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's Q1 2025 net profit decreased by 11.66% year-on-year, aligning with market expectations. The revenue for Q1 2025 was 4.56 billion yuan, down 2.1% year-on-year, while the net profit was 530 million yuan, also down 11.7% year-on-year. The decline is attributed to short-term pressure on staple grain prices and a downturn in the tractor industry, with national tractor production in Q1 2025 at 151,000 units, down 7.7% year-on-year. However, the company is expected to see continued growth in performance as domestic grain prices stabilize and overseas channels expand [2][3]. Summary by Sections Financial Performance - In Q1 2025, the company achieved a gross profit margin of 15.9%, a decrease of 1.4 percentage points year-on-year. The net profit margin was 11.9%, down 1.3 percentage points year-on-year, indicating short-term pressure on profitability. The company maintained good control over expenses, with a total expense ratio of 4.17%, a slight decrease of 0.04 percentage points year-on-year [3]. Market Position and Trends - The company is a leading player in the high-end, large-horsepower tractor market and is expected to benefit from the trends of large-scale and high-end agricultural machinery. The domestic market is experiencing a shift towards high-end and large-scale products, with the proportion of medium and large tractors in total production reaching 79.5% in the first quarter of 2025, an increase of 6.4 percentage points year-on-year. The company is also expanding its overseas market presence, with tractor exports in Q1 2025 amounting to 2.13 billion yuan, up 32.1% year-on-year [4]. Future Outlook - The company forecasts a net profit of 1.022 billion yuan for 2025, with a corresponding P/E ratio of 14.56. The expected growth rates for revenue and net profit from 2025 to 2027 are 10.68% and 10.87%, respectively, indicating a positive growth trajectory [1][11].

Regulatory Developments - The China Securities Association is seeking opinions on guidelines aimed at preventing securities practitioners from engaging in illegal trading activities, including insider trading and market manipulation [1] - The guidelines are intended to strengthen the management of industry personnel and promote a culture of compliance within the financial sector [1] Macro News - The Chinese Foreign Ministry confirmed that there have been no recent communications between the leaders of China and the United States, contradicting claims made by former President Trump [2] Industry Dynamics - The Ministry of Industry and Information Technology released key points for automotive standardization work for 2025, focusing on advanced technology standards and new areas such as artificial intelligence and solid-state batteries [3] - The National Medical Products Administration issued quality management regulations for online sales of medical devices, effective from October 1, 2025, to enhance industry accountability [5] Company News - Zhengzhou Coal Machine Company plans to change its name to "Zhongchuang Zhiling (Zhengzhou) Industrial Technology Group Co., Ltd." to better reflect its strategic direction [6] - Seres plans to go public in Hong Kong with a projected revenue of 145.1 billion yuan for 2024, a year-on-year increase of 305.5%, and aims to become a leading luxury electric vehicle brand [6] - Unigroup plans to issue H-shares and list on the Hong Kong Stock Exchange, considering the interests of existing shareholders [6] - Saitex New Materials announced that its chairman will voluntarily forgo salary, and several executives will reduce their salaries by 20% for the remainder of 2025 [7] - Jiayuan Technology's chairman is under investigation, and the company has arranged for the vice chairman to assume responsibilities during this period [7] - Lifan Technology is under investigation by the China Securities Regulatory Commission for suspected information disclosure violations [8] - Baidu's stock will be suspended for one day and will be renamed "*ST Baidu" due to negative net profit for 2024 [9] - Nanchuan Co. will also change its stock name to "ST Nanchuan" following a negative audit report [10] - Weitai will change its stock name to "*ST Weitai" and suspend trading for one day due to risk warnings [11] - ST Xinchao expects to miss the deadline for its annual report, which may lead to trading suspension [12] - XCMG plans to repurchase shares worth between 300 million and 600 million yuan [14] - SF Holding intends to repurchase shares worth between 500 million and 1 billion yuan [15] - Midea Group received a commitment from China Bank for a stock repurchase loan of up to 1 billion yuan [15] - Yitu Co. plans to repurchase up to 10% of its H-shares [16] - Beiqi Blue Valley reported a net loss of 953 million yuan in Q1 2025, despite a 150.75% increase in revenue [17] - Zhonggang Luoyang reported a 117% increase in net profit in Q1 2025, driven by revenue growth [18] - Yanghe Distillery's Q1 2025 net profit decreased by 39.93% due to market conditions [19] - CICC reported a 65% increase in net profit in Q1 2025, attributed to increased investment income [20] - WuXi AppTec's Q1 2025 net profit increased by 89.06% [21] - Lao Fengxiang's Q1 2025 net profit decreased by 24% due to declining sales [22]

Financial Performance - Operating revenue for the first quarter was CNY 4,556,516,000.85, a decrease of 2.13% compared to CNY 4,655,884,153.40 in the same period last year[7]. - Net profit attributable to shareholders was CNY 529,498,722.85, down 11.66% from CNY 599,396,148.31 year-on-year[7]. - Basic and diluted earnings per share were both CNY 0.4712, reflecting an 11.66% decline from CNY 0.5334 in the previous year[7]. - Total operating revenue for Q1 2025 was approximately ¥4.56 billion, a decrease of 2.2% compared to ¥4.66 billion in Q1 2024[25]. - Net profit for Q1 2025 was approximately ¥535.77 million, a decrease of 11.7% from ¥606.90 million in Q1 2024[27]. - Earnings per share for Q1 2025 was ¥0.4712, down from ¥0.5334 in Q1 2024[29]. - The company reported a total comprehensive income of approximately ¥536.10 million for Q1 2025, compared to ¥606.91 million in Q1 2024, indicating a decline of 11.6%[29]. Cash Flow - Net cash flow from operating activities decreased by 64.76% to CNY 87,049,151.46, compared to CNY 247,036,905.03 in the same period last year[7]. - Cash inflow from operating activities for Q1 2025 was approximately $2.53 billion, a decrease of 9.4% compared to $2.80 billion in Q1 2024[34]. - Net cash flow from operating activities for Q1 2025 was approximately $87.05 million, a significant decline of 64.8% compared to $247.04 million in Q1 2024[35]. - The net increase in cash and cash equivalents for Q1 2025 was approximately $405.49 million, contrasting with a decrease of $272.83 million in Q1 2024[39]. - The ending balance of cash and cash equivalents for Q1 2025 was approximately $2.19 billion, up from $1.95 billion in Q1 2024[39]. Assets and Liabilities - Total assets increased by 8.88% to CNY 15,996,632,378.31 from CNY 14,691,335,709.97 at the end of the previous year[7]. - The total liabilities increased to RMB 7,679,708,982.76 as of March 31, 2025, compared to RMB 6,913,064,048.45 at the end of 2024, indicating a rise of about 11.1%[22]. - The company's total assets reached RMB 15,996,632,378.31 as of March 31, 2025, compared to RMB 14,691,335,709.97 at the end of 2024, representing an increase of approximately 8.9%[20]. - The total current liabilities amounted to RMB 7,274,821,529.91, an increase from RMB 6,498,069,754.11, indicating a growth of about 11.9%[21]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 37,723, with 37,436 being A-share holders and 287 being H-share holders[13]. - The largest shareholder, China Yituo Group Co., Ltd., holds 48.81% of the shares[14]. - Equity attributable to shareholders rose by 7.34% to CNY 7,788,081,504.56 from CNY 7,255,707,334.12 at the end of the previous year[7]. - Shareholders' equity totaled approximately ¥8.32 billion in 2025, compared to ¥7.78 billion in 2024, reflecting a growth of 7.1%[23]. Operational Insights - The company experienced a significant decline in cash flow due to seasonal factors affecting agricultural machinery sales[12]. - Research and development expenses for Q1 2025 were approximately ¥86.93 million, a decrease of 8.3% from ¥95.21 million in Q1 2024[25]. - Other income for Q1 2025 was approximately ¥76.80 million, down from ¥80.26 million in Q1 2024[26]. - Investment income for Q1 2025 was approximately ¥45.25 million, an increase from ¥41.12 million in Q1 2024[26]. Governance and Management - The company plans to extend the term of its board and supervisory committee elections, which will not affect normal operations[18]. - The independent director's term will end on April 12, 2025, and he has applied to resign, which will not impact the legality of the board's composition[18].

Financial Performance - Total operating revenue for 2024 reached ¥11,904,370,911.94, a 3.21% increase compared to ¥11,533,786,779.44 in 2023[16] - Net profit attributable to shareholders decreased by 7.52% to ¥922,023,211.45 from ¥997,022,699.99 in the previous year[16] - The net cash flow from operating activities increased by 15.13% to ¥1,216,115,552.21 compared to ¥1,056,261,600.78 in 2023[16] - Basic earnings per share for 2024 was ¥0.8206, down 7.52% from ¥0.8873 in 2023[18] - Total assets grew by 6.33% to ¥14,691,335,709.97 from ¥13,817,261,971.79 in 2023[16] - The company reported a quarterly net profit of ¥599,396,148.31 in Q1 2024, with a significant drop to -¥178,879,297.75 in Q4 2024[20] - Non-recurring gains and losses totaled ¥55,146,131.09 in 2024, compared to ¥71,137,510.83 in 2023[22] - The weighted average return on equity decreased to 13.22% in 2024 from 15.76% in 2023, a decline of 2.54 percentage points[18] - The total liabilities increased to ¥6,913,064,048.45 in 2024 from ¥6,597,932,308.41 in 2023[29] - The company's net assets attributable to shareholders rose by 8.43% to ¥7,255,707,334.12 in 2024 from ¥6,691,690,666.55 in 2023[16] Dividend and Profit Distribution - The company plans to distribute a cash dividend of RMB 2.995 per 10 shares, totaling RMB 336.53 million, based on a total share capital of 1,123,645,275 shares as of December 31, 2024[4] - The cumulative cash dividend over the last three accounting years amounts to RMB 94,903 million, with a cash dividend ratio of 109.50% based on the average net profit during the same period[164] - The company maintains a profit distribution policy that ensures at least 25% of the distributable profits are distributed in cash annually, subject to business needs and major investment plans[189] Audit and Compliance - The company has received a standard unqualified audit report from the accounting firm Xin Yong Zhong He[5] - The company has maintained the accuracy and completeness of its annual report, with no significant omissions or misleading statements[5] - The company is committed to ensuring the authenticity of its financial reports, as stated by its responsible personnel[5] - The company strictly adheres to domestic and international regulatory requirements for information disclosure, ensuring that disclosures are truthful, accurate, complete, and timely[114] - The company's board of directors has reviewed compliance with governance codes and has executed its governance responsibilities during the fiscal year[191] Risk Management - The company emphasizes the importance of risk analysis in its management discussion and analysis section of the annual report[4] - The company has established a clear management structure for risk management and internal control, aimed at achieving business objectives and protecting assets[187] - The board of directors has confirmed the effectiveness of the risk management and internal control systems, ensuring compliance with relevant laws and regulations[187] Market and Product Development - The company sold 743,000 large and medium-sized tractors in 2024, an increase of 2.73% year-on-year, maintaining its leading position in the industry[35] - The company exported 7,100 tractors in 2024, reflecting a year-on-year growth of 8.23% despite challenges from geopolitical factors and trade policy changes[36] - The company completed the development of new products for 30-50 horsepower hillside tractors, marking the first batch market application of such tractors in China[34] - The company is focusing on technological innovation and has made substantial progress in developing high-end agricultural machinery, including 320-horsepower tractors[34] - The company is actively expanding its overseas market presence, leveraging international engineering resources to enhance its product offerings[36] Research and Development - The company focuses on self-research for product development, with strategic planning and market demand projects managed by its R&D center and subsidiaries[47] - Research and development expenses increased by 11.93% to CNY 516,377,794.17 from CNY 461,344,381.32 year-on-year, reflecting increased investment in R&D projects[56] - Total R&D expenses amounted to RMB 516,377,794.17, representing 4.34% of operating revenue, with no capitalized R&D expenditures[79] Governance and Management - The company maintains a robust governance structure, ensuring independence in assets, personnel, finance, and operations, with no factors affecting its independence[117] - The company has a strong governance structure with experienced executives, including Chairman Zhao Weilin and General Manager Wei Tao, who have extensive backgrounds in international trade and management[123] - The board of directors consists of 9 members, with independent directors making up over one-third of the board, ensuring a diverse and balanced governance structure[171] - The company has a structured process for determining the remuneration of its directors and supervisors, requiring approval from the shareholders' meeting[131] - The company has appointed several independent directors with extensive experience in finance and management, enhancing corporate governance[124][125][126] Environmental and Social Responsibility - The company invested ¥61.82 million in environmental protection during the reporting period[197] - The company achieved compliance in pollutant emissions, with particulate matter emissions averaging 5.66 mg/m³ against a standard of 120 mg/m³[197] - The company and its subsidiary implemented the "three simultaneous" system for environmental protection facilities, with four new environmental facilities added in 2024[199] - The company received the ESG Golden Bull Award and was recognized as one of the top 50 central enterprises in ESG, highlighting its commitment to environmental, social, and governance practices[116] Employee and Training Initiatives - The company invested RMB 9.6 million in training programs in 2024, covering 1,097 training sessions with 45,083 participants, achieving a 100% training coverage rate[158] - The employee composition includes 4,027 production staff, 615 sales personnel, and 1,158 technical staff, reflecting a diverse workforce[155] - The company has 1,364 female employees, representing 19.71% of the total workforce, indicating a commitment to employee diversity[156] Shareholder Engagement - The company emphasizes the importance of maintaining clear communication with investors, particularly small and medium shareholders, to protect their rights[115] - The company plans to enhance communication with investors regarding its operational performance and investment strategies[145] - The company participated in multiple investor communication activities, including performance briefings and investor surveys, to address market concerns and convey company value[115]

Mergers and Acquisitions - Fushun Special Steel plans to absorb and merge its wholly-owned subsidiary Fushun Xinxing Steel Plate Co., Ltd, aiming to optimize management structure, reduce management costs, and improve operational efficiency [1] - Shenghang Co., Ltd. has completed the acquisition of 25.2762% of Shenghang Haoyuan's shares, now holding a total of 78.3316% of the company [2] - Yuanshang Co., Ltd. has completed the industrial and commercial change registration for the acquisition of 60% of Wuhan Hechuan You's shares [3] Earnings Disclosure - Sinopec reported Q1 2025 revenue of 735.36 billion yuan, a decrease of 6.9% year-on-year, with a net profit of 13.26 billion yuan, down 27.6% [4] - Yunnan Baiyao achieved Q1 2025 revenue of 10.841 billion yuan, a year-on-year increase of 0.62%, with a net profit of 1.935 billion yuan, up 13.67% [5] - Haitian Flavor Industry reported Q1 2025 revenue of 8.315 billion yuan, an increase of 8.08%, and a net profit of 2.202 billion yuan, up 14.77% [6] - CICC reported Q1 2025 revenue of 5.721 billion yuan, a significant increase of 47.69%, with a net profit of 2.042 billion yuan, up 64.85% [7] Share Buybacks - China Nuclear Power plans to repurchase shares worth between 300 million and 500 million yuan, with a maximum price of 13.98 yuan per share [8] - Yituo Co., Ltd. intends to repurchase up to 10% of its issued H shares, using self-owned and raised funds [9] - Xingguang Co., Ltd.'s actual controller plans to increase shareholding by no less than 10 million yuan and no more than 20 million yuan within three months starting from April 29, 2025 [10] - Haiou Co., Ltd. plans to repurchase shares worth between 60 million and 120 million yuan, with a maximum price of 17 yuan per share [11] Risk Matters - Lifang Shuke received a notice from the CSRC regarding an investigation into suspected information disclosure violations [12] - Boda Co., Ltd. will implement a delisting risk warning starting April 30 due to negative net profit and revenue below 300 million yuan [13] - Sitong Co., Ltd. will also face a delisting risk warning starting April 30 for similar financial issues [14] - Yuanshang Co., Ltd. will implement a delisting risk warning starting April 30 due to negative financial results [15]