一、交易概述 第一拖拉机股份有限公司（以下简称"公司"）控股子公司一拖（洛阳）柴 油机有限公司（以下简称"一拖柴油机"）拟公开挂牌转让所持中原银行股份有 限公司 0.8827%股权（以下简称"标的股权"）构成《上市公司重大资产重组管 理办法》规定的重大资产出售（以下简称"本次交易"），并于 2023 年 12 月 27 日在上海证券交易所网站披露《第一拖拉机股份有限公司重大资产出售预案》。 二、交易进展情况 证券代码：601038 证券简称：一拖股份 公告编号：临 2024－18 第一拖拉机股份有限公司 关于重大资产出售的进展公告 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。 特此公告。 第一拖拉机股份有限公司董事会 2024 年 5 月 25 日 1 一拖柴油机已于 2023 年 12 月 28 日在北京产权交易所正式公开挂牌转让标 的股权，截至本公告披露日，尚未征集到意向受让方。 三、风险提示 公司根据《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》规定，在披露本次交易预案 ...

5.1 盈利预测 . 5.2 投资难议及估值 6、风险提示 图表 1: 公司部分产品图示 ... . 图表 2： 公司是国内农机行业龙头之一（2022年营收，单位亿元）. 图表 3: 公司收入绝大部分来自农业机械业务 ... . 图表 4: 公司收入自 2018年起触底回升，增长态势明显. 图表 5: 公司毛利率水平近年来保持平稳 ............................................................................................................... 6 公司扣非净利率自 2018 年以来显著捉升 . 图表 6: 公司的销售、管理费用率*得到明显压降 ................................................................................................................... b 图表 7: 图表 8: 公司优化综合管理人员和生产人员数量,人均指标显著改善 ......................... ...

Financial Performance - The company's operating revenue for Q1 2024 was RMB 4,655,884,153.40, representing an increase of 11.11% compared to the same period last year[5]. - Net profit attributable to shareholders was RMB 599,396,148.31, reflecting a growth of 23.40% year-on-year[5]. - Total revenue for Q1 2024 reached RMB 4,655,884,153.40, an increase of 11.0% compared to RMB 4,194,351,167.11 in Q1 2023[21]. - Net profit for Q1 2024 was RMB 606,903,187.48, a significant increase from RMB 496,310,653.08 in Q1 2023, representing a growth of 22.3%[25]. - The total comprehensive income attributable to shareholders of the parent company for Q1 2024 was RMB 599,396,148.31, compared to RMB 485,733,620.69 in Q1 2023, an increase of 23.4%[25]. - Total comprehensive income for Q1 2024 reached ¥606.91 million, up from ¥496.51 million in Q1 2023, representing a growth of 22.3%[27]. - Basic and diluted earnings per share for Q1 2024 were both ¥0.5334, compared to ¥0.4323 in Q1 2023, reflecting an increase of 23.4%[27]. Cash Flow - The net cash flow from operating activities increased significantly by 59.83%, amounting to RMB 247,036,905.03, driven by increased sales and improved cash collection[5][8]. - Cash inflow from operating activities in Q1 2024 was ¥2.80 billion, compared to ¥2.71 billion in Q1 2023, indicating a rise of 3.3%[29]. - Net cash flow from operating activities for Q1 2024 was ¥247.04 million, an increase of 60% from ¥154.56 million in Q1 2023[30]. - Cash outflow from investing activities in Q1 2024 totaled ¥518.36 million, a decrease from ¥1.11 billion in Q1 2023, showing a reduction of 53.3%[32]. - Net cash flow from investing activities for Q1 2024 was -¥518.01 million, compared to -¥1.11 billion in Q1 2023, indicating an improvement of 53.3%[32]. - Cash outflow from financing activities in Q1 2024 was ¥3.41 million, down from ¥6.08 million in Q1 2023, reflecting a decrease of 43.9%[34]. - The impact of exchange rate changes on cash and cash equivalents in Q1 2024 was positive at ¥1.55 million, compared to a negative impact of ¥996.92 thousand in Q1 2023[35]. - The ending balance of cash and cash equivalents for Q1 2024 was ¥1.95 billion, down from ¥2.56 billion in Q1 2023, a decrease of 23.7%[35]. Assets and Liabilities - The total assets at the end of the reporting period reached RMB 15,357,505,624.41, up 11.15% from the previous year[5]. - The total current assets as of March 31, 2024, amounted to RMB 7,774,698,601.37, an increase from RMB 6,487,671,852.68 as of December 31, 2023, representing a growth of approximately 19.87%[16]. - The total liabilities as of March 31, 2024, were RMB 6,976,122,850.66, compared to RMB 6,044,604,287.57 as of December 31, 2023, indicating an increase of about 15.43%[18]. - The company's total liabilities increased to RMB 7,529,602,886.23 as of March 31, 2024, compared to RMB 6,597,932,308.41 at the end of 2023, reflecting a rise of 14.1%[20]. - The total equity attributable to shareholders was RMB 7,293,050,377.51, an increase of 8.99% compared to the end of the previous year[5]. - Shareholders' equity rose to RMB 7,827,902,738.18 as of March 31, 2024, compared to RMB 7,219,329,663.38 at the end of 2023, indicating an increase of 8.4%[20]. - The non-current assets totaled RMB 7,582,807,023.04 as of March 31, 2024, compared to RMB 7,329,590,119.11, reflecting a growth of about 3.45%[17]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 22,639, with 22,323 being A-share holders[9]. - The largest shareholder, China Yituo Group Co., Ltd., holds 48.81% of the shares[10]. - The company issued 137,795,275 shares of RMB ordinary shares to its controlling shareholder, which will become tradable on February 23, 2024, after the lock-up period expires[14]. Research and Development - Research and development expenses for Q1 2024 were RMB 95,205,504.15, up from RMB 82,656,071.97 in Q1 2023, marking a growth of 15.2%[21]. Other Financial Metrics - The weighted average return on net assets rose by 0.74 percentage points to 8.57%[5]. - The company recognized non-recurring gains of RMB 3,096,576.09 during the reporting period[7]. - Deferred income increased to RMB 183,880,508.36 as of March 31, 2024, compared to RMB 181,945,272.97 at the end of 2023, a rise of 1.1%[19]. - The company reported investment income of RMB 41,123,380.20 in Q1 2024, compared to RMB 28,232,071.57 in Q1 2023, reflecting a growth of 45.5%[23]. - The company's long-term borrowings remained stable at RMB 200,000,000.00 as of March 31, 2024, unchanged from the previous period[19]. - The company's cash and cash equivalents decreased to RMB 2,412,947,634.63 from RMB 2,769,578,885.96, a decline of about 12.87%[16]. - Accounts receivable increased significantly to RMB 1,689,563,565.01 from RMB 331,205,994.88, reflecting a growth of approximately 409.73%[16]. - The company's inventory decreased to RMB 1,426,754,223.21 from RMB 1,514,190,377.68, a decline of approximately 5.78%[16]. - The company's short-term borrowings and other current liabilities are being closely monitored as part of its financial strategy[18]. - The company reported no net profit from merged entities in both the current and previous periods[27].

Financial Performance - The company's operating revenue for the reporting period was CNY 4,655,884,153.40, representing an increase of 11.11% compared to the same period last year[3]. - The net profit attributable to shareholders of the listed company was CNY 599,396,148.31, reflecting a growth of 23.40% year-on-year[3]. - Basic earnings per share were CNY 0.5334, up 23.39% from the previous year[3]. - The total comprehensive income attributable to the parent company reached CNY 599,715,806.95, an increase from CNY 485,432,096.26 in the same period last year, representing a growth of approximately 23.5%[20]. - Basic and diluted earnings per share increased to CNY 0.5334 from CNY 0.4323, reflecting a rise of about 23.4% year-over-year[20]. - Total operating revenue for Q1 2024 reached RMB 4,655,884,153.40, an increase of 10.99% compared to RMB 4,194,351,167.11 in Q1 2023[28]. - Total operating costs for Q1 2024 were RMB 4,058,553,977.84, up from RMB 3,726,461,515.15 in Q1 2023, reflecting a year-over-year increase of 8.91%[28]. Cash Flow and Liquidity - The net cash flow from operating activities increased by 59.83% to CNY 247,036,905.03, driven by higher sales and improved collection of receivables[3][13]. - Cash inflows from operating activities totaled CNY 2,797,851,053.67, compared to CNY 2,711,065,456.50 in the previous year, marking an increase of approximately 3.2%[21]. - The cash received from tax refunds was CNY 121,638,072.16, compared to CNY 88,799,983.47 in the previous year, showing an increase of approximately 37.0%[21]. - The net increase in cash and cash equivalents for Q1 2024 was RMB -272,834,441.43, an improvement from RMB -959,146,359.28 in Q1 2023[33]. - The company reported a net cash outflow from investing activities of RMB 518,012,197.59 in Q1 2024, compared to RMB 1,106,629,376.91 in Q1 2023, showing a reduction in cash outflow[33]. Assets and Liabilities - Total assets at the end of the reporting period reached CNY 15,357,505,624.41, an increase of 11.15% compared to the end of the previous year[3]. - The total assets of the company amounted to CNY 15,357,505,624.41, up from CNY 13,817,261,971.79, indicating a growth of about 11.1% year-over-year[25]. - The total liabilities increased to CNY 7,529,602,886.23 from CNY 6,597,932,308.41, which is an increase of approximately 14.1%[27]. - The company's total equity attributable to shareholders reached CNY 7,293,050,377.51, an increase from CNY 6,691,690,666.55, representing a growth of about 9.0%[27]. - The company's inventory decreased to CNY 1.43 billion from CNY 1.51 billion, reflecting a reduction of 5.06%[55]. - The accounts receivable increased significantly to CNY 1.69 billion from CNY 331.21 million, marking a growth of 409.73%[55]. - The total amount of other receivables increased to CNY 48.30 million from CNY 24.67 million, a growth of 96.67%[55]. - The prepayments increased to CNY 315.39 million from CNY 210.73 million, reflecting a rise of 49.59%[55]. Shareholder Information - The total number of common shareholders at the end of the reporting period was 22,639, with 22,323 being A-share holders[8]. - The company has no related party relationships among its top ten shareholders, ensuring independent operations[11]. Other Financial Metrics - The weighted average return on equity rose by 0.74 percentage points to 8.57%[3]. - The company reported structural deposit income of CNY 1,531,624.05 as part of its daily fund management activities[4]. - The company recorded a total of RMB 80,257,788.48 in other income for Q1 2024, significantly higher than RMB 5,501,799.89 in Q1 2023[28]. - The company reported a decrease in other comprehensive income, with a net amount of CNY -13,604,071.37 compared to CNY -13,923,730.01 in the previous year[27]. Future Plans and Developments - The company is in the process of publicly transferring its 0.8827% stake in Zhongyuan Bank, with no interested buyers identified as of the report date[54]. - The company plans to continue advancing the major asset sale related to its subsidiary, Yitu Diesel Engine[54]. - The company has not disclosed any new product or technology developments in this report[56]. - The company has not reported any restricted shares being released from lock-up as of the current report[53].

Financial Performance - Total operating revenue for 2023 was RMB 11,533,786,779.44, a decrease of 8.20% compared to 2022 [16] - Net profit attributable to shareholders of the listed company in 2023 was RMB 997,022,699.99, an increase of 46.39% compared to 2022 [16] - Net cash flow from operating activities in 2023 was RMB 1,056,261,600.78, a decrease of 70.68% compared to 2022 [16] - Basic earnings per share in 2023 were RMB 0.8873, an increase of 46.39% compared to 2022 [17] - Weighted average return on equity in 2023 was 15.76%, an increase of 3.77 percentage points compared to 2022 [17] - Revenue for 2023 was RMB 11.53 billion, a decrease of 7.44% year-over-year [26] - Net profit attributable to shareholders of the parent company was RMB 997.02 million, an increase of 46.39% year-over-year [26] - Total assets for 2023 were RMB 13.82 billion, an increase from RMB 12.99 billion in 2022 [25] - Total liabilities for 2023 were RMB 6.60 billion, slightly up from RMB 6.49 billion in 2022 [25] - Shareholders' equity for 2023 was RMB 7.22 billion, up from RMB 6.50 billion in 2022 [25] - Revenue decreased by 7.44% to RMB 11,528,160,755.86 compared to the previous year [43] - Operating costs decreased by 7.63% to RMB 9,696,630,033.53 [43] - R&D expenses decreased by 12.75% to RMB 461,344,381.32 [43] - Sales expenses increased by 8.41% to RMB 240,891,055.45 [43] - Investment income surged by 1,576.20% to RMB 122,157,792.20 [43] - Net cash flow from operating activities decreased by 70.68% to RMB 1,056,261,600.78 [43] - Revenue from the equipment manufacturing industry decreased by 7.44% year-on-year to 1,152,816 million RMB, with a gross margin increase of 0.17 percentage points to 15.89% [47] - Agricultural machinery revenue decreased by 9.32% year-on-year to 1,056,253 million RMB, with a gross margin increase of 0.45 percentage points to 14.50% [47] - Domestic revenue decreased by 10.18% year-on-year to 1,054,356 million RMB, while international revenue increased by 37.29% to 98,460 million RMB [48] - Sales through the distribution channel decreased by 15.10% year-on-year to 863,246 million RMB, while direct sales increased by 26.60% to 289,570 million RMB [48] - Material costs for agricultural machinery decreased by 10.78% year-on-year to 818,405 million RMB, accounting for 90.62% of total costs [52] - Material costs for power machinery increased by 16.91% year-on-year to 239,719 million RMB, accounting for 91.42% of total costs [52] - Sales expenses increased by 18.68 million RMB year-on-year due to increased product promotion and service support for the new National IV products [45] - R&D expenses decreased by 67.44 million RMB year-on-year due to reduced investment in National IV model development and certification [45] - Investment income increased by 114.87 million RMB year-on-year due to increased large-scale certificate of deposit purchases and improved performance of affiliated enterprises [45] - The top five customers accounted for 80,121 million RMB in sales, representing 6.95% of total annual sales, with related party sales accounting for 18,277 million RMB or 1.59% of total sales [54] - Sales to the top 5 customers totaled 14,505.21 million yuan and 14,029.57 million yuan respectively, accounting for 1.26% and 1.22% of the total annual sales [55] - Procurement from the top 5 suppliers amounted to 172,252 million yuan, accounting for 19.88% of the total annual procurement, with related party procurement of 108,504 million yuan, accounting for 12.52% [56] - R&D expenses decreased by 12.75% to 461,344,381.32 yuan, accounting for 4.00% of the total operating revenue [59][60] - The net cash flow from operating activities decreased by 2,545,745,716.57 yuan, a 70.68% decrease compared to the same period last year [65] - The company's total assets at the end of the reporting period were 1,381,726.20 million yuan, with overseas assets accounting for 0.56% of the total assets [68] - The company's restricted monetary funds at the end of the reporting period amounted to 546,368,200 yuan, including bank acceptance bill guarantees of 544,771,500 yuan [69] - The company's monetary funds decreased by 36.54% to 2,769,578,885.96 yuan, accounting for 20.04% of total assets [67] - The company's undistributed profits increased by 44.05% to 2,218,749,266.26 yuan, accounting for 16.06% of total assets [67] - Asset-liability ratio decreased by 2.24 percentage points to 47.75% compared to the beginning of the period [70] - Current ratio decreased by 0.22 to 1.07, and quick ratio decreased by 0.27 to 0.82 [70] - The company has long-term borrowings of RMB 200 million due after one year [71] - The company's subsidiary, Diesel Engine Company, sold 32,262,716 shares of Zhongyuan Bank, representing 0.8827% of the bank's equity, for RMB 667.83 million [74] - Guomao Company's net profit increased by RMB 124.92 million due to increased export sales and no new credit impairment provisions [78] - Diesel Engine Company's net profit increased by RMB 246.61 million due to reduced fair value loss on Zhongyuan Bank shares and lower tax expenses [78] - Tuoyan Company's net profit increased by RMB 5.96 million due to cost reduction and efficiency improvement [78] Dividend and Shareholder Information - The company plans to distribute a cash dividend of RMB 3.194 per 10 shares, totaling approximately RMB 358.89 million, based on the total share capital of 1,123,645,275 shares as of December 31, 2023 [2] - The company's total share capital as of December 31, 2023, is 1,123,645,275 shares [2] - The company plans to distribute a cash dividend of RMB 3.194 per 10 shares, totaling approximately RMB 358.89 million for the year 2023 [164] - The company's dividend policy mandates a minimum cash dividend payout of 25% of distributable profits, with higher payouts during periods of significant profit growth [187] - The company's cash dividend payout ratio varies based on its development stage and capital expenditure plans, ranging from 20% to 80% [188] Corporate Governance and Leadership - The company's legal representative is Liu Jiguo [8] - The company's Board Secretary is Yu Lina, and the Securities Affairs Representative is Zhang Shuang [9] - The company's Chinese name is 第一拖拉機股份有限公司, and its English name is First Tractor Company Limited [8] - The company's English abbreviation is First Tractor [8] - The company's contact address is 154 Jianshe Road, Luoyang City, Henan Province [9] - The company's telephone number is (86 379) 64967038, and the fax number is (86 379) 64967438 [9] - The company's email addresses are yulina@ytogroup.com for the Board Secretary and kicyzhang@126.com for the Securities Affairs Representative [9] - The company's 2023 annual report was audited by ShineWing Certified Public Accountants, who issued a standard unqualified audit report [2] - The company's board of directors consists of 8 members, with independent non-executive directors accounting for one-third of the board [172] - The board of directors held 10 meetings during the reporting period, including 4 regular meetings [175] - The company has adopted a Board Diversity Policy to achieve diversity in board composition, aiming to comply with the HKEX Listing Rules by December 31, 2024 [177] - The company's management structure includes a General Manager, Deputy General Managers, and a CFO, responsible for daily operations and business planning [178] - The company's board members range in age from 41 to 67 years old, with diverse professional backgrounds including accounting, agricultural machinery, and business management [175] - The company has implemented a Board Independence Evaluation Mechanism to ensure independent perspectives and improve board performance [176] - The company's subsidiaries are managed through operational planning, comprehensive budgeting, performance evaluation, and the appointment of directors and supervisors [168] - The company's Chairman and General Manager roles were separated on October 23, 2023, with Wei Tao appointed as General Manager [178] - The company's board members have no financial, commercial, familial, or other significant relationships with each other [172] - The company has appointed ShineWing Certified Public Accountants as the auditor for the 2023 fiscal year, following their appointment in November 2022 [182] - Shareholders holding 10% or more of the company's voting shares can request an extraordinary general meeting, which the board must convene within 2 months [183] - Shareholders holding 3% or more of the company's shares can propose agenda items for the general meeting 10 days prior to the meeting [183] - The company has strengthened investor relations through various channels, including earnings briefings, the SSE E-Interaction platform, and on-site shareholder meetings [184] - The board has confirmed the effectiveness of the company's risk management and internal control systems as of December 31, 2023 [185] - The company has revised its Articles of Association and Independent Director Work System to enhance the role of independent directors in decision-making and oversight [186] - The board has fulfilled its corporate governance responsibilities, including policy formulation, compliance monitoring, and director training [189] Research and Development - The company's new YTN3 diesel engine intelligent production line has been put into use, enhancing manufacturing capabilities [27] - The company's LW3204 high-horsepower continuously variable transmission tractor completed testing and achieved small-scale sales, filling multiple domestic technology gaps [27] - The company's 50-80 horsepower hilly and mountainous tractors completed trial production and entered market operation verification [27] - The company's YTN3 diesel engine products performed well in the market [27] - The company's intelligent multi-purpose tractor capacity enhancement project has commenced construction [27] - The company's YTN platform series diesel engine new product development and application are progressing steadily [27] - The company has a robust R&D team and has made breakthroughs in high-end intelligent agricultural machinery and equipment [39] - The company's R&D personnel totaled 1,093, accounting for 15.94% of the total number of employees [63] Market and Sales Performance - The company sold 72,300 medium and large tractors in 2023, maintaining a leading market share [28] - Tractor product export sales increased by 43% year-over-year [28] - The company sold 151,100 diesel engines in 2023, with 82,500 units exported, a 7.69% year-over-year increase [28] - The company's market capitalization increased by 30% at the end of 2023 compared to the beginning of the year [30] - The company's sales network covers all 31 provinces, autonomous regions, and municipalities in China, with international markets expanding in Asia, Russia, South America, Africa, and countries along the "Belt and Road" initiative [37] - The company's "Dongfanghong" brand has a strong market presence and has won multiple industry awards, including the "Most Influential Brand Award" and "Innovative Product Brand" [41] Environmental and Social Responsibility - The company invested 78.7525 million yuan in environmental protection during the reporting period [194] - The company's pollutant emissions, including particulate matter, nitrogen oxides, and sulfur dioxide, all met the standards, with a compliance rate of 100% [195][200] - The company implemented upgrades to the waste gas treatment facilities for the painting lines of the large tractor and diesel engine companies, achieving full-process waste gas collection and treatment [200] - The company completed environmental impact assessments for new investment projects and obtained approval in accordance with national regulations [200] - The company conducted emergency drills for hazardous waste leaks and sudden environmental equipment failures, enhancing its ability to handle environmental emergencies [200] Employee and Training Information - The company's total number of employees is 6,891, including 4,479 from the parent company and 2,412 from major subsidiaries [160] - The company has 4,008 production personnel, 632 sales personnel, 1,141 technical personnel, 1,041 management personnel, and 69 service personnel [160] - The company's employee education breakdown includes 279 with postgraduate degrees, 1,970 with bachelor's degrees, 1,432 with associate degrees, and 3,210 with below associate degrees [160] - The company has 15,365 retired employees for whom it bears expenses [160] - The company has established a salary system linked to economic performance, with incentives for key positions and high-skilled talent [161] - The company conducted various training programs, including for management, engineering, marketing, and operational skills, and developed online training resources [162] - The company has no equity incentive plans or employee stock ownership plans, except for disclosed mechanisms [165] Risk Management and Internal Controls - The company has formulated and revised 123 internal control systems, covering areas such as audit management, financial management, and investment management [167] - The company's internal control audit report for 2023 received a standard unqualified opinion [169] - The company has strengthened corporate governance by revising and improving governance systems, including the Independent Director Work System and Articles of Association [89] - The company's Audit Committee is responsible for recommending the appointment, reappointment, and removal of external auditors, approving their remuneration, and handling resignation or dismissal issues [143] - The Audit Committee reviews and monitors the independence and objectivity of auditors, as well as the effectiveness of audit procedures [143] - The Audit Committee evaluates the company's financial statements, annual reports, and internal control systems, ensuring compliance with accounting standards and relevant regulations [143] - The Audit Committee communicates with management to ensure the establishment of effective internal control systems and adequate resources for accounting and financial reporting functions [145] - The Audit Committee reviews internal control self-assessment reports and external audit reports, assessing the results and promoting the rectification of internal control deficiencies [145] - The Audit Committee serves as the primary representative between the company and external auditors, monitoring their relationship [146] - The company held 9 audit committee meetings during the reporting period, with all members attending in person and providing comprehensive feedback [147] - The audit committee reviewed the company's 2022 annual report preparation plan and financial report audit plan on January 9, 2023 [147] - The committee reviewed the 2022 performance forecast on January 18, 2023 [147] - On March 17, 2023, the committee reviewed the 2022 performance report and suggested enhancing training for financial personnel and directors [147] - The committee reviewed the 2023 Q1 report on April 21, 2023 [149] - The 2023 semi-annual report was reviewed on August 23, 2023 [149] - The committee reviewed the 2023 Q3 report and internal control evaluation plan on October 23, 2023 [149] - The nomination committee held 1 meeting during the reporting period, focusing on director and manager candidate recommendations [151] - The compensation committee held 1 meeting, reviewing the 2022 performance-based compensation for company executives [154] - The strategic, investment, and sustainable development committee held 2 meetings during the reporting period [157] Strategic Plans and Future Outlook - The company plans to focus on technological innovation in 2024, targeting large-scale, intelligent, and energy-saving agricultural machinery [82] - The company aims to enhance its core competitiveness and profitability by leveraging its manufacturing, technological, and market advantages [81] - The company will continue to develop high-end, intelligent agricultural machinery and integrate smart agriculture technologies to improve operational efficiency and precision [82] - Accelerate the improvement of marketing capabilities to consolidate the industry-leading position, focusing on enhancing competitiveness in the medium and large tractor market, and strengthening overseas expansion efforts, especially in South America and Southeast Asia [83] - Deepen cost management across the entire value chain, including R&D, procurement, production, and sales, to achieve cost reduction and efficiency improvement [84] - Focus on cultivating core competitive advantages in 2024, exploring various forms of cooperation in agricultural machinery, key component localization, and intelligent agricultural machinery [85] - Face intensified market competition risks due to product homogenization and the entry of cross-industry enterprises into the agricultural machinery sector [86] - Risk of subsidy policy adjustments in 2024, which may reduce subsidies for traditional tractor products and affect user purchasing power [87] - Overseas market expansion risks due to complex and volatile international business environments, including geopolitical, trade policy, and exchange rate fluctuations [88] Awards and Recognition - Received multiple awards in 2023, including the "Special Contribution Award for Corporate Governance" and the "ESG Central Enterprise 50 Golden Bull Award" [90] - The company's "Dongfanghong" brand has a strong market presence and has won multiple industry awards, including the "Most Influential Brand Award" and "Innovative Product Brand" [41] Board and Committee Meetings - The company held a total of 10 board meetings in 2023, including 3 on-site meetings, 4 via telecommunication, and 3 combining both methods [140] - Director Liu Jiguo attended all 10 board meetings and 3 shareholder meetings, with 4 meetings attended via telecommunication [141] - Director Zhang Zhiyu attended 9 out of 10 board meetings, with 4 meetings attended via telecommunication and 1 meeting delegated [141] - The Audit Committee is chaired by independent non-executive director Xue Liping and includes non-executive director Zhang Zhiyu and independent non-executive director Xu Liyou [142] - The company held 9 audit committee meetings during the reporting period, with all members attending

2023 年度股东周年大会及 2024 年第一次 A/H 股类别股东会 会议资料 2024 年 5 月 第一拖拉机股份有限公司 2023 年度股东周年大会及 2024 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 2023 年度股东周年大会及 2024 年第一次 A/H 股类别股东会会议资料 二、出席本次会议的人员须将手机调至振动或关机，听从大会工作人 员安排，共同维护股东大会的正常秩序。谢绝个人进行录音、拍照及录像。 三、在会议集中审议议案过程中，参会股东请按大会主席指定的顺序 发言和提问。为提高会议效率，每位股东发言时间应控制在五分钟之内， 发言内容应围绕本次会议审议的议案，简明扼要，同一股东或股东代表发 言不超过两次。 四、参会股东依法享有发言权、表决权等权利。参会股东要求发言时 不得打断会议报告人的报告或其他股东的发言。股东要求发言时请先举 手示意。 五、对于涉及公司商业秘 ...

证券代码：601038 证券简称：一拖股份 公告编号：临 2024-17 第一拖拉机股份有限公司 关于召开 2023 年度股东周年大会、2024 年第一次 A 股类别股东 会议及 2024 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。 股东大会召开日期：2024 年 5 月 29 日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 召开的日期时间：2024 年 5 月 29 日 14 点 30 分开始，依次召开 2023 年度 股东周年大会、2024 年第一次 A 股类别股东会议及 2024 年第一次 H 股类别股东 会议。 重要内容提示： 一、召开会议的基本情况 (一) 股东大会类型和届次 2023 年度股东周年大会、2024 年第一次 A 股类别股东会议及 2024 年第一次 H 股类别股东会议 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大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 1 召开地点：河 ...

证券代码：601038 证券简称：一拖股份 公告编号：临 2024－16 第一拖拉机股份有限公司 关于重大资产出售的进展公告 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。 一、交易概述 第一拖拉机股份有限公司（以下简称"公司"）控股子公司一拖（洛阳）柴 油机有限公司（以下简称"一拖柴油机"）拟公开挂牌转让所持中原银行股份有 限公司（以下简称"中原银行"）0.8827%股权（以下简称"标的股权"）构成《上 市公司重大资产重组管理办法》规定的重大资产出售（以下简称"本次交易"）， 并于 2023 年 12 月 27 日在上海证券交易所网站披露《第一拖拉机股份有限公司 重大资产出售预案》。 二、交易进展情况 一拖柴油机已于 2023 年 12 月 28 日开始在北京产权交易所正式公开挂牌转 让标的股权，截至本公告披露日，尚未征集到意向受让方。 三、风险提示 公司根据《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》规定，在披露本次交易预案后但尚未发出审 议本次交易相关事项的股东大会通知 ...

董事會會議召開日期 本公告乃根據香港聯合交易所有限公司證券上市規則第13.43條而刊發。 第一拖拉機股份有限公司（「本公司」）的董事（「董事」）會（「董事會」）宣佈將於二零 二四年四月二十五日舉行董事會會議，以審議及批准（當中包括）本公司截至二零 二四年三月三十一日止三個月的第一季度業績以作刊發之用，以及處理任何其他事 項。 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公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份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。 承董事會命 第一拖拉機股份有限公司 于麗娜 公司秘書 中國 • 洛陽 二零二四年四月十五日 於本公告日期，董事會成員包括執行董事劉繼國先生（董事長）及魏濤先生；非執行 董事張治宇先生、方憲法先生及張斌先生；以及獨立非執行董事薛立品先生、王書 茂先生及徐立友先生。 * 僅供識別 ...

证券代码：601038 证券简称：一拖股份 公告编号：临 2024－15 第一拖拉机股份有限公司 2023 年报沪市主板高端制造集体业绩说明会 投资者问答 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。 第一拖拉机股份有限公司（以下简称"公司"）于 2024 年 4 月 9 日参加了 2023 年报沪市主板高端制造集体业绩说明会，并围绕新质生产力、现金分红、 ESG 实践以及公司未来战略发展方向等问题与投资者进行互动交流。有关投资者 问答情况如下： 1、上海证券交易所日前向全沪市企业发出"提质增效"的倡议，其中就提 到要抓住新质生产力带来的新课题与新机遇。作为高端制造代表企业，如何理解 和践行新质生产力？如何抓住产业升级与科技驱动的时代机遇？ 公司回复：我们理解，新质生产力是指通过科技进步、创新和产业升级等方 式，提高生产效率和产品质量,增强企业综合竞争实力的一种新型生产力，它具 有创新性、高效性、可持续性，是推动经济社会发展的重要力量。 一拖股份这几年在智能制造、推进新型工业化、培育新质生产力方面，着力 推进实施了生产制造体 ...