法律意见书 恒立液压 江苏世纪同仁律师事务所 关于江苏恒立液压股份有限公司 2023 年年度股东大会法律意见书 江苏恒立液压股份有限公司: 根据《公司法》《证券法》和中国证监会《上市公司股东大会规则》等法律、 法规和规范性文件以及《公司章程》的规定,本所受贵公司董事会的委托,指派 本律师出席公司2023年年度股东大会,并就本次股东大会的召集、召开程序、出 席会议人员资格、召集人资格、表决程序以及表决结果的合法有效性等事项出具 法律意见。 为出具本法律意见书,本律师对本次股东大会所涉及的有关事项进行了审查, 查阅了相关会议文件,并对有关问题进行了必要的核查和验证。 本律师同意将本法律意见书随贵公司本次股东大会决议一并公告,并依法对 本法律意见书承担相应的责任。 上述会议通知中除载明本次股东大会的召开时间、地点、股权登记日、会议 1 恒立液压 法律意见书 召集人、股东出席会议的登记手续等事项外,还提供了网络投票方式,载明了参 与网络投票的具体操作流程等内容。 经查,贵公司在本次股东大会召开20 日前刊登了会议通知。 2、贵公司本次股东大会于2024年5月24日上午10点00分在公司行政楼3楼会 议室如期召开,会议 ...

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： 证券代码：601100 证券简称：恒立液压 公告编号：2024-013 本次会议是否有否决议案：无 江苏恒立液压股份有限公司 2023 年年度股东大会决议公告 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | | 66 | | --- | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,055,595,107 | | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | | 份总数的比例（%） | | 78.7275 | (四) 本次会议采用现场投票和网络投票相结合的方式，对需要审议的议案进 行表决，表决方式符合《公司法》及《公司章程》的规定。大会由独立董事 王学浩先生主持。 (一) 股东大会召开的时间：2024 年 5 月 24 日 (二) 股东大会召开的地点：江苏恒立液压股份有限公司行政楼 3 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： (五) 公司董事、 ...

今天会议我们邀请了恒定液压的周总跟我们分享一下公司近期的一些经营的情况然后首先能不能先请周总简单回顾一下我们今年一直住的一些经营的情况以及对于今年的一些简单的展望周总好的谢谢大家站好感谢大家参加这次会议我先简单介绍一下去年的一些业绩和今年的一些展望去年我们整体 收入和利润还是实现了双升也是比较不容易因为去年挖掘行业下滑了25左右我们整体挖掘板块也没怎么下降几乎吃零左右主要也是靠全球的份额提升在油缸还有泵房这两方面然后另外飞蛙板块的话也增长的比较好吧所以还是能带动我们整体业绩有一个上升然后 而且盈利也保持稳定毛利与同比也是增长了一个多点盈利能提升的话主要几方面原因一个我们自己还是在加大降本的力度因为下游的对我们价格压力也比较大所以我们成本上还是要做比较大努力去做优化还有就是原材料价格也在下行这个也对我们比较有利另外一些产品结构在优化我们新进入的一些 行业包括我们新做的一些产品的利润率都比老的产品要高加上这些新产品的话销售额越来越高占比越来一直在提升的过程当中我们的毛利也会有优化今年一季度的话大家看到我们一季度还是有一些压力因为行业还是不太好整体我们挖掘板块的话有下滑二三十 当然可能比花季行业还是要看上去要差一点 ...

Financial Performance and Key Indicators - The company achieved revenue and profit growth despite a 25% decline in the industry last year, primarily due to an increase in global market share and contributions from hydraulic cylinders and valves [1] - In Q1 of this year, the excavator segment experienced a decline of 20-30%, but the COR segment showed good growth, leading to a slight overall decrease in performance [1] - The company expects a recovery in Q2, with April showing positive growth and an acceleration in revenue growth anticipated [1][4] Profitability Analysis - The improvement in profitability is attributed to cost reduction efforts, declining raw material prices, and optimization of product structure, resulting in higher profit margins compared to older products [2] New Products and Market Expansion - New products such as electric steel, clothing guide rails, and hydraulic accessories are expected to contribute several hundred million in revenue [3] - The upcoming production of the Mexico factory is anticipated to add to performance, with faster growth expected in various segments starting next year [3] Annual Performance Forecast - The company forecasts at least a 10% increase in annual revenue, with potential for higher growth by the end of Q3, although Q4 remains uncertain due to high base effects from the previous year [4] Industry Trend Analysis - Domestic demand in the excavator industry is showing signs of recovery, while overseas markets, particularly excavator exports, are expected to decline but not significantly [5] Cost and Gross Margin Management - Despite some raw material price increases, the company has managed to mitigate the impact on gross margins through inventory management and favorable supplier pricing [6] Global Layout and Tariff Impact - The company plans to produce in Mexico to reduce the impact of U.S. tariffs, with overseas profit margins expected to recover to levels similar to domestic ones [7] European Market and New Factories - New factories in Germany and France are being planned to enhance capacity and product variety, with the German factory expected to address current facility issues [8] New Product Revenue and Profit Expectations - The linear actuator project has begun production, with expectations of generating tens of millions in revenue this year, although it may still incur losses [9] Q&A Session Summary Question: What is the company's performance in Q1 and outlook for the year? - In Q1, despite a 25% industry decline, the excavator segment remained stable, benefiting from increased global market share, particularly in hydraulic cylinders and valves. The COR segment also showed good growth, leading to stable profitability with a 1% increase in gross margin. The company expects Q2 revenue growth to exceed 10% due to increased production and new product contributions [9] Question: What are the expectations for revenue growth in Q2 and the full year? - The company anticipates Q2 revenue growth to exceed 10%, with April showing positive growth and further acceleration expected. For the full year, revenue growth is also projected to exceed 10%, with potential for higher growth by Q3, although Q4 remains uncertain due to high base effects [10] Question: What is the outlook for domestic and international excavator markets? - The company believes domestic demand for excavators has recovered, with annual growth expected to reach 5-10% or higher. However, overseas excavator exports are expected to decline, but the decrease will be modest [11] Question: How is the non-excavator segment performing? - The non-excavator segments, including aerial work platforms, offshore, maritime, and industrial sectors, are expected to show good growth in the first half of the year, with continued high growth in the second half, particularly in hydraulic cylinders and valves [12] Question: How does raw material price fluctuation affect gross margins? - The company primarily uses steel, and while prices are currently declining, it does not typically hedge against price increases. Instead, it maintains a three-quarter inventory and benefits from favorable supplier pricing, minimizing the impact of raw material fluctuations [13] Question: What is the company's strategy regarding U.S. tariffs on construction machinery? - The company plans to start production in Mexico next year to mitigate the impact of the 25% U.S. tariff on construction machinery, expecting overseas profit margins to align more closely with domestic levels [14] Question: What is the status of the Mexico factory and future plans? - The Mexico factory is nearing completion and is expected to start production within two months. The company is also considering building factories in Germany and France, as well as potential investments in the U.S. [15] Question: What are the revenue and net margin expectations for the Mexico factory? - The Mexico factory is expected to generate revenue of 100-200 million this year, with net margins likely lower than domestic levels. By next year, revenue could reach 700-800 million, with net margins improving to 10-20% [16] Question: What is the progress and revenue expectation for the linear actuator project? - The linear actuator project began production last year, with samples sent to customers and batch shipments expected to start in Q3. While the project may incur losses this year, profitability is anticipated next year, targeting several hundred million in revenue [17] Question: What is the company's approach to product pricing? - The company's pricing strategy is primarily based on foreign competitors' pricing, as most similar products in the market are produced by foreign companies [29] Question: What is the expected capital expenditure and production capacity for the new European factories? - The capital expenditure for the new factories in Germany and France is estimated to be between 100-200 million RMB, with production capacity expected to be in the range of 100-200 million [25]

Investment Rating - The report assigns a "Strong Buy" rating to the company, with a target price of 65.00 CNY, indicating a potential upside of approximately 19% from the current price of 54.36 CNY [2][6]. Core Insights - The company has established itself as a leading player in the hydraulic cylinder market, leveraging its strong product quality and rapid service response to gain market share in the domestic excavator market. The company has successfully transitioned from being a domestic supplier to a global player, supplying to major international brands like Caterpillar [5][10]. - The company has diversified its product offerings beyond hydraulic cylinders to include hydraulic pumps, valves, and motors, which are expected to replicate the success of its hydraulic cylinder business. This diversification is anticipated to provide significant revenue growth in the coming years [6][12]. - The company has maintained a strong focus on research and development, which has enabled it to enhance its product offerings and expand into high-value segments of the hydraulic market [19][20]. Summary by Sections 1. Company Overview and Market Position - The company was founded in 2005 and has evolved from producing pneumatic components to becoming a leader in high-pressure hydraulic cylinders. It has successfully penetrated the domestic market and is now expanding internationally [1][10]. - The company has established a strong supply chain and customer base, including partnerships with major global brands, which has significantly enhanced its competitive position [10][11]. 2. Financial Performance and Projections - The company reported a revenue of 8.985 billion CNY in 2023, with projections of 9.966 billion CNY in 2024, representing a year-on-year growth of 10.9%. The net profit for 2023 was 2.499 billion CNY, expected to grow to 2.724 billion CNY in 2024 [3][6]. - The report forecasts continued growth in revenue and net profit through 2026, with expected revenues of 11.478 billion CNY and net profits of 3.167 billion CNY by 2025 [3][6]. 3. Product Development and Market Expansion - The company has successfully developed a range of hydraulic products, including non-standard hydraulic cylinders, which have shown steady growth and helped mitigate the cyclical nature of the construction machinery market [1][5]. - The company is actively expanding its product lines to include high-end hydraulic components and linear drive systems, which are expected to enhance its market competitiveness and open new growth avenues [6][12]. 4. Competitive Landscape and Industry Trends - The hydraulic market is experiencing steady growth, with increasing demand for hydraulic components in various sectors, including construction, agriculture, and industrial applications. The company is well-positioned to capitalize on these trends due to its established market presence and product innovation [4][10]. - The report highlights the potential for domestic brands to gain market share in the hydraulic sector, as they continue to improve quality and reduce costs compared to foreign competitors [4][10].

Investment Rating - The investment rating for the company is "Buy" [1][4][8] Core Views - The company has shown steady growth in performance, with a revenue increase of 9.61% year-on-year in 2023, reaching 8.985 billion yuan, and a net profit increase of 6.66%, totaling 2.499 billion yuan [1][2] - The growth in revenue is attributed to the successful launch of new products targeting non-engineering machinery sectors and a continuous increase in overseas sales [1] - The company is actively pursuing internationalization and electrification, with significant progress in its linear actuator projects and the establishment of subsidiaries in Mexico, Singapore, and Brazil [1] Financial Performance Summary - In 2023, the gross margin was 41.90%, and the net margin was 27.87%, with slight changes of +1.35 and -0.79 percentage points respectively [1] - For Q1 2024, the company reported a revenue of 2.362 billion yuan, a decrease of 2.70% year-on-year, and a net profit of 602 million yuan, down 3.77% year-on-year [1] - The hydraulic cylinder segment generated 4.693 billion yuan in revenue in 2023, showing a modest growth of 2.37%, while the hydraulic pump and valve segment saw a significant revenue increase of 18.64%, totaling 3.268 billion yuan [1][2] Product and Regional Performance - The hydraulic cylinder sales for excavators decreased by 3.77% due to a downturn in the excavator industry, while non-standard cylinders saw a growth of 16.06% [1] - Domestic revenue reached 6.999 billion yuan, growing by 9.11%, while international revenue was 1.927 billion yuan, increasing by 9.95% [1] - The gross margins for domestic and international sales were 42.71% and 37.45% respectively, with year-on-year changes of +0.69 and +3.17 percentage points [1] Future Earnings Forecast - The company has revised its profit forecasts for 2024-2025, now expecting net profits of 2.673 billion yuan and 3.137 billion yuan respectively, with a new forecast for 2026 at 3.688 billion yuan [1][2] - The projected price-to-earnings ratios for 2024-2026 are 26, 22, and 19 times respectively [1]

本报告仅供 Choice 东方财富 使用，请勿传阅。 公司快报 2024 年 05 月 08 日 恒 立液压(601100.SH) 证券研究报告 多元化稳步扩张，国际化持续推进 基础件 投资评级 买入-A 事件：公司发布 2023 年年报和 2024 年一季报，2023 年实现 维持评级 收入 89.85 亿元，同比+9.61%，归母净利润 24.99 亿元，同比 6个月目标价 60.6元 +6.66%。2024 年一季度实现收入 23.62 亿元，同比-2.7%，归母 股价 (2024-05-07) 52.83元 净利润 6.02亿元，同比-3.77%。 交易数据 总市值(百万元) 70,835.57 非标业务拉动增长，挖机板块降幅收窄。根据中国工程机械工 流通市值(百万元) 70,835.57 业协会，2023 年及 2024 年 Q1，挖机行业销量分别约为 19.5、 总股本(百万股) 1,340.82 5.0 万台，分别同比-25%、-13.1%。行业持续下行阶段，公司通 流通股本(百万股) 1,340.82 过多元化产品批量，叠加挖机领域市占率提升，公司收入表现优 12个月价格区间 48.51/71 ...

Investment Rating - The report maintains a "Buy" rating for the company [7][8]. Core Views - The company's revenue growth is driven by non-excavator products, despite a decline in excavator sales [8]. - The company has shown resilience with a revenue of 8.985 billion yuan in 2023, a year-on-year increase of 9.61%, and a net profit of 2.499 billion yuan, up 6.66% [7][9]. - The company is expected to continue its growth trajectory with new products and production capacity coming online [8]. Summary by Sections Market Data - Closing price: 51.08 yuan - One-year high/low: 73.33/47.41 yuan - Market capitalization: 3,088.64 million yuan [2]. Financial Performance - 2023 revenue: 89.85 billion yuan, up 9.61% year-on-year - 2023 net profit: 24.99 billion yuan, up 6.66% year-on-year - 2024 Q1 revenue: 23.62 billion yuan, down 2.70% year-on-year - 2024 Q1 net profit: 6.02 billion yuan, down 3.77% year-on-year [7][9]. Product Performance - Revenue from hydraulic cylinders: 4.693 billion yuan, up 2.37% - Revenue from hydraulic pumps and valves: 3.268 billion yuan, up 18.64% - Revenue from hydraulic systems: 292 million yuan, up 15.09% - Revenue from parts and castings: 672 million yuan, up 17.13% [8]. Profitability Metrics - Gross margin for 2023: 41.90%, up 1.45 percentage points - Net margin for 2023: 27.87%, down 0.79 percentage points - Sales, management, R&D, and financial expense ratios for 2023: 2.07%, 4.50%, 7.73%, -4.10% respectively [8]. Future Outlook - The company is expanding its product lines and production capabilities, with new products and facilities expected to enhance long-term growth potential [8]. - Revised profit forecasts for 2024-2026: 28.49 billion, 33.78 billion, and 40.36 billion yuan respectively [8].

Investment Rating - The investment rating for the company is "Buy" and is maintained [4]. Core Views - Despite the downturn in the excavator industry, the company's excavator segment outperformed the industry, with strong support from non-excavation businesses. In 2023, the sales of non-excavation hydraulic cylinders, pumps, valves, and motors achieved rapid growth year-on-year. The company's internationalization strategy is progressing, with foreign revenue increasing by 10% year-on-year, accounting for approximately 21% of total revenue, and gross margin improving by 3.17 percentage points to 37.45%. The hydraulic component production base in Mexico is expected to begin trial production in Q2 2024, which is likely to further enhance overseas market share. The increase in the proportion of non-standard product revenue has led to a slight rise in the company's gross margin in 2023. Looking ahead, the ongoing diversification and internationalization strategies are expected to contribute to incremental growth, with structural optimization and cost reduction efforts likely to enhance the company's profitability [5][6][10]. Summary by Sections Financial Performance - In 2023, the company achieved revenue of 89.85 billion yuan, a year-on-year increase of 9.61%. The net profit attributable to the parent company was 24.99 billion yuan, up 6.66% year-on-year. The net profit excluding non-recurring items was 24.47 billion yuan, an increase of 9.67% year-on-year. In Q4 2023, the company reported revenue of 26.40 billion yuan, a year-on-year increase of 15.95%, and a net profit of 7.45 billion yuan, up 25.56% year-on-year [5][6]. Business Segments - The non-excavation business showed remarkable growth, with non-standard hydraulic cylinders, pumps, valves, and motors achieving year-on-year sales growth of 6.06%, 410.23%, 43.76%, and 119.18%, respectively. The company is also testing new products such as ball screws and guide rails, which are expected to open new growth avenues in 2024 [5][6]. International Expansion - The company's international market share is gradually increasing, with foreign sales revenue growing by 10% year-on-year, representing about 21% of total revenue. The gross margin for international sales improved by 3.17 percentage points to 37.45%. The establishment of a hydraulic component production base in Mexico is expected to enhance global competitiveness [5][6]. Profitability and Cost Management - The company's gross margin slightly increased by 1.35 percentage points to 41.90% in 2023, primarily due to the rising proportion of new products in non-engineering machinery, which have higher profitability than traditional engineering machinery products. The company has actively pursued cost reduction initiatives, with 343 effective cost reduction projects yielding a total savings of 88.03 million yuan [6][10]. Future Outlook - The domestic engineering machinery industry is expected to stabilize in 2024, with the company's excavator business performing steadily. The ongoing diversification and internationalization strategies are anticipated to continue contributing to growth, while structural optimization and cost reduction efforts are likely to enhance profitability. The company is projected to achieve net profits of 27.27 billion yuan and 32.87 billion yuan in 2024 and 2025, respectively, with corresponding price-to-earnings ratios of 25 times and 21 times [6][10].

Investment Rating - The investment rating for the company is "Buy" with a target price set above the current price of 51.36 CNY [3] Core Views - The company reported steady performance in its annual and quarterly reports, with 2023 revenue reaching 8.985 billion CNY, a year-on-year increase of 9.61%, and a net profit of 2.499 billion CNY, up 6.66% year-on-year [1][2] - The company is diversifying its product offerings and markets, with significant growth in new products outside the traditional engineering machinery sector, which are showing higher profitability [2] - The company is also expanding internationally, with a hydraulic parts production base in Mexico expected to begin trial production in Q2, and a nearly 20% sales growth in its European subsidiary [2] Financial Performance Summary - In Q4 2023, the company achieved revenue of 2.64 billion CNY, a year-on-year increase of 15.95%, and a net profit of 745 million CNY, up 25.56% year-on-year [1] - For Q1 2024, the company reported revenue of 2.362 billion CNY, a decrease of 2.7% year-on-year, and a net profit of 602 million CNY, down 3.77% year-on-year [1] - The company’s gross margin for 2023 was 41.90%, with a net margin of 27.87% [1] Profit Forecast - The profit forecast for the company has been adjusted, with expected net profits for 2024, 2025, and 2026 projected at 2.764 billion CNY, 3.281 billion CNY, and 3.948 billion CNY respectively, corresponding to P/E ratios of 24.91, 20.99, and 17.44 [2][5]