北京大成(西安) 律师事务所 关于 西安陕鼓动力股份有限公司 2024 年年度股东会的 意见 ff 大成西意字[2025]第 147 号 大成 is Der w Firm in China. == 西安市西安国际港务区港务大道 4811 号西安港国际采购中心 3 号楼 17 层 1702 室（710026） Room 1702,17F,Building 3 Xi'an Port International Purchasing Center No.4811 Gangwu Road Xi'an International Trade & Logistics Park,Xi'an,China Tel: +86 29-88866955 Fax: +86 29-88866956 2024 年年度股东会的 法 律 意 见 书 大成西意字[2025]第147号 致:西安陕鼓动力股份有限公司 根据《中华人民共和国证券法》(以下简称"《证券法》")、《中 华人民共和国公司法》（以下简称"《公司法》"）和中国证券监督管理 委员会《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、 法规和其他有关规范性文件的要求,北京大 ...

证券代码：601369 证券简称：陕鼓动力 公告编号：2025-022 西安陕鼓动力股份有限公司 2024年年度股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 20 日 (二)股东大会召开的地点：西安市高新区沣惠南路 8 号陕鼓动力 810 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： | 1、出席会议的股东和代理人人数 | 195 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,083,713,571 | | 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 | 62.8021 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议采取现场记名投票与网络投票相结合的表决方式，符合《公司法》 及《公司章程》的规定。大会由公司董事会召集，公司董事长李宏安先 ...

Core Viewpoint - The company reported steady growth in its financial performance for 2024 and Q1 2025, driven by a focus on distributed energy market expansion and customer demand [1][2]. Financial Performance - In 2024, the company achieved revenue of 10.28 billion, a year-on-year increase of 1.3%, and a net profit attributable to shareholders of 1.04 billion, up 2.1% [1]. - For Q1 2025, the company reported revenue of 2.56 billion, a 2.7% increase year-on-year, and a net profit of 250 million, reflecting a 5.6% growth [1]. Profitability - The company's gross margin for 2024 was 22.5%, an increase of 1 percentage point year-on-year, while the net margin was 11.1%, up 0.3 percentage points [1]. - In Q1 2025, the gross margin decreased to 20.5%, down 2.9 percentage points year-on-year, but the net margin increased to 10.90%, up 0.3 percentage points [1]. Expense Ratios - The company's expense ratio for 2024 was 9.2%, an increase of 1.3 percentage points year-on-year, with sales expense ratio at 2.3% (down 0.3 percentage points), management expense ratio at 5.3% (down 0.3 percentage points), and R&D expense ratio at 4% (up 1.3 percentage points) [2]. - Financial expense ratio was -2.5%, an increase of 0.6 percentage points, attributed to increased interest expenses and reduced exchange gains [2]. Industry Insights - The company is a leading manufacturer of axial flow compressors, benefiting from the promising growth potential of compressed air energy storage, which is seen as a key non-electrochemical energy storage technology [2]. - The industrial gas market in China reached approximately 212.9 billion in 2023, with an expected growth to 284.2 billion by 2026, driven by domestic substitution and outsourcing [3]. Profit Forecast and Valuation - The company is projected to achieve net profits of 1.13 billion, 1.24 billion, and 1.36 billion for 2025-2027, with year-on-year growth rates of 8%, 10%, and 10% respectively, resulting in a compound annual growth rate of 10% [4]. - Corresponding price-to-earnings ratios are expected to be 13.2, 12.0, and 11.0 times for the same period [4].

Investment Rating - The investment rating for the company is "Accumulate" [8] Core Views - The company achieved steady growth in 2024, with revenue of 10.28 billion yuan, a year-on-year increase of 1.3%, and a net profit of 1.04 billion yuan, up 2.1% year-on-year, driven by a focus on distributed energy market expansion and customer demand [1][12] - In Q1 2025, the company reported revenue of 2.56 billion yuan, a 2.7% year-on-year increase, and a net profit of 250 million yuan, up 5.6% year-on-year, attributed to cost reduction and market expansion efforts [1] - The company is positioned as a leader in axial flow compressors, benefiting from the commercialization and rapid development of compressed air energy storage [3] Financial Performance - The company's gross margin for 2024 was 22.5%, an increase of 1 percentage point year-on-year, while the net margin was 11.1%, up 0.3 percentage points year-on-year [2][17] - In Q1 2025, the gross margin decreased to 20.5%, down 2.9 percentage points year-on-year, but the net margin increased to 10.9%, up 0.3 percentage points year-on-year [2] - The company’s operating expenses ratio for 2024 was 9.2%, an increase of 1.3 percentage points year-on-year, with R&D expenses rising due to increased investment in the distributed energy market [2][17] Market Outlook - The industrial gas market in China is projected to grow from 212.9 billion yuan in 2023 to 284.2 billion yuan by 2026, with a compound annual growth rate of 10% [5] - The company’s subsidiary, Qin Feng Gas, achieved a market share of 1.6% in 2023, establishing itself as a leader in the domestic industrial gas sector [5] Profit Forecast and Valuation - The company’s net profit is expected to reach 1.13 billion yuan in 2025, 1.24 billion yuan in 2026, and 1.36 billion yuan in 2027, with year-on-year growth rates of 8%, 10%, and 10% respectively [6] - The corresponding price-to-earnings ratios are projected to be 13.2, 12.0, and 11.0 for the years 2025, 2026, and 2027 [6]

Core Viewpoint - The company, Xi'an Shangu Power Co., Ltd., has achieved steady growth in revenue and profit in 2024, focusing on distributed energy solutions amidst challenging external conditions [2][3]. Group 1: Overall Business Performance - The company reported a revenue of 1,027,708 million yuan, a 1.32% increase from the previous year [2]. - Net profit reached 114,533 million yuan, reflecting a 4.30% increase year-on-year [2]. - Basic earnings per share were 0.6105 yuan, up 1.13% compared to the previous year [2]. Group 2: Key Initiatives and Achievements - The company is focusing on market expansion and enhancing its "1+7" core competitiveness by promoting energy interconnection solutions [3]. - It has actively engaged in cultural initiatives to strengthen employee morale and align with corporate strategy, including various cultural activities and publications [3]. - The company has received extensive media coverage for its achievements in smart green low-carbon solutions and service-oriented manufacturing transformation [4][5]. Group 3: Awards and Recognition - The company ranked 81st in the "China Machinery 500" list and was recognized as a top enterprise in various categories, including "Top 100 Enterprises in Digital and Real Integration" [7]. - It has been acknowledged multiple times by national and local governments for its service-oriented manufacturing transformation and innovative practices [5][6]. Group 4: Market Development and Projects - The company has signed several significant contracts in the chemical sector, including the first domestic innovative nitric acid five-in-one unit and a global first integrated project for coal-based activated carbon [9][10]. - It has also made strides in the metallurgy and energy sectors, signing projects that enhance its market position and demonstrate its technological capabilities [11][12]. Group 5: Technological Advancements - The company has completed 154 R&D projects, focusing on enhancing its core competitiveness and expanding its technology system in various sectors [13][14]. - It has developed advanced compressor technologies for various applications, including offshore platforms and high-efficiency energy storage systems [14][15]. Group 6: Future Goals and Strategies - The company aims to achieve a revenue target of 1,027,800 million yuan and a net profit of 114,550 million yuan in 2025, continuing its focus on distributed energy solutions [28][29]. - It plans to enhance its brand influence and customer engagement through digital transformation and cultural initiatives [28][29].

2024 年年度股东大会 西安陕鼓动力股份有限公司 2024 年年度股东大会 会 议 议 案 关于公司 2024 年度董事会工作报告的议案 各位股东及股东代表： 2024 年是新中国成立 75 周年，也是公司全面攻坚 EISS4.0 方案落地，不断 深化改革、深化转型的关键之年，更是陕鼓为建设新型分布式能源体系而砥砺奋 斗之年。面对外部环境变化带来的不利影响加深，国内需求不足等，西安陕鼓动 力股份有限公司（以下简称"公司"或"陕鼓"）管理层及全体员工坚定发展信心， 加速开拓分布式能源市场，实现了高质量发展。 1 | 1、..关于公司 | 2024 年度董事会工作报告的议案 3 | | --- | --- | | 2、..关于公司 | 年年度报告的议案 22 2024 | | 3、..关于公司 | 2024 年度董事、监事及高级管理人员薪酬的议案 23 | | 4、..关于公司续聘会计师事务所的议案 25 | | | 5、..关于公司 | 2024 年年度利润分配预案的议案 28 | | 6、..关于提请股东大会授权董事会决定 | 年中期利润分配的议案 29 2025 | | 7、..关于公司 | 2024 年 ...

Core Viewpoint - The company focuses on the development strategy in the distributed energy sector, emphasizing smart manufacturing through product, process, and service intelligence [1] Group 1: Product Intelligence - The successful development of intelligent control technology for air energy storage compressor units addresses control challenges such as rapid start-stop, pressure increase, and multi-machine collaborative rapid loading [1] Group 2: Process Intelligence - The completion of high-performance simulation computing platforms, rapid 3D design, and digital engineering design applications significantly shortens the design, manufacturing, and engineering delivery time of core components [1] Group 3: Service Intelligence - The development of a service intelligence platform constructs a full lifecycle service chain for products, enabling online real-time management of large equipment data assets and establishing a digital precision control system for service project fulfillment [1] Group 4: Digital Transformation and AI Integration - The company is recognized as one of the first national digital leading enterprises by the Ministry of Industry and Information Technology and has received multiple honors in intelligent manufacturing and industrial internet integration [1] - The integration of artificial intelligence technology is expected to transform the company's market development, product R&D, manufacturing, management, engineering services, and industrial operations [1] - Ongoing research is being conducted in various scenarios such as online diagnostics, remote operation and maintenance, smart construction sites, and smart gas applications, aiming to leverage AI technology for both the company's and clients' transformation and high-quality development [1]

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative return of over 20% within the next six months [5]. Core Views - The company is expected to achieve a revenue of 10.277 billion yuan in 2024, representing a year-on-year growth of 1.32%, and a net profit attributable to the parent company of 1.042 billion yuan, up 2.09% year-on-year [1]. - The gross profit margin for 2024 is projected to be 22.51%, an increase of 1.02 percentage points compared to the previous year [1]. - The company has made significant progress in various business segments, including breakthroughs in compressor equipment for compressed air energy storage and offshore platforms [3]. - The dividend payout ratio has increased to 74.5% in 2024, reflecting the company's commitment to returning value to shareholders [4]. Financial Performance Summary - For Q4 2024, the company reported a revenue of 2.988 billion yuan, a year-on-year increase of 3.97%, and a net profit of 375 million yuan, up 27.6% year-on-year [2]. - The gross profit margin for Q4 2024 was 21.66%, showing a year-on-year increase of 4.98 percentage points [2]. - The company achieved overseas revenue of 1.06 billion yuan in 2024, with a gross margin of 28.18%, higher than the domestic business margin of 21.73% [3]. Earnings Forecast - The company forecasts net profits attributable to the parent company of 1.152 billion yuan, 1.290 billion yuan, and 1.442 billion yuan for 2025, 2026, and 2027, respectively [4]. - The report indicates a steady growth trajectory with expected revenue growth rates of 11.10%, 10.23%, and 9.79% for the years 2025, 2026, and 2027 [4].

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative return of over 20% within the next six months [5]. Core Views - The company achieved a revenue of 10.28 billion yuan in 2024, representing a year-on-year increase of 1.32%, and a net profit attributable to shareholders of 1.04 billion yuan, up 2.09% year-on-year [1]. - The gross profit margin for the year was 22.51%, an increase of 1.02 percentage points compared to the previous year, while the net profit margin was 10.14%, up 0.08 percentage points [1]. - The company has made significant progress in various business segments, including breakthroughs in compressor equipment for compressed air energy storage and offshore platforms [3]. - The dividend payout ratio has increased to 74.5% in 2024, reflecting the company's commitment to returning value to shareholders [4]. Financial Performance Summary - In Q4 2024, the company reported a revenue of 2.99 billion yuan, a year-on-year increase of 3.97% and a quarter-on-quarter increase of 30.73% [2]. - The net profit attributable to shareholders for Q4 2024 was 375 million yuan, up 27.6% year-on-year and 80.73% quarter-on-quarter [2]. - The company expects net profits for 2025 to reach 1.15 billion yuan, with a growth rate of 10.56% [4]. Business Development - The company has made strides in its compressor equipment business, with notable projects in compressed air energy storage and offshore platform compressors [3]. - The overseas business generated 1.06 billion yuan in revenue in 2024, an increase of 8.07% year-on-year, with a gross margin of 28.18% [3]. - The company has signed several significant overseas contracts, including the largest air separation compressor project for export from China [3].

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for the stock's performance in the next six months [4]. Core Insights - The company reported a steady revenue growth of 1.32% year-on-year for 2024, achieving total revenue of 10.277 billion yuan and a net profit attributable to shareholders of 1.042 billion yuan, reflecting a 2.09% increase [1][2]. - The gas operation segment has been a key driver of revenue growth, with the company continuing to deliver strong performance into Q1 2025 [2]. - The high-end equipment segment is showing robust growth, with overseas market expansion contributing positively to revenue [3]. Financial Performance Summary - For 2024, the company achieved revenues of 10.277 billion yuan, with a gross profit margin of 22.51%, an increase of 1.02 percentage points year-on-year [2][12]. - The company’s net profit margin for 2024 was 10.14%, reflecting a slight increase from the previous year [12]. - In Q4 2024, the company reported revenues of 2.988 billion yuan, a year-on-year increase of 3.97%, and a net profit of 375 million yuan, up 27.60% year-on-year [1][2]. Product Segment Performance - Revenue from energy conversion equipment, industrial services, and energy infrastructure operations for 2024 was 4.496 billion yuan, 1.793 billion yuan, and 3.962 billion yuan respectively, with year-on-year changes of +3.83%, -22.81%, and +14.37% [1]. - The gross profit margins for these segments were 29.72%, 18.82%, and 15.71%, showing improvements across the board [1]. Future Projections - The company is projected to achieve revenues of 10.837 billion yuan, 11.676 billion yuan, and 12.725 billion yuan for 2025, 2026, and 2027 respectively, with corresponding net profits of 1.121 billion yuan, 1.222 billion yuan, and 1.319 billion yuan [3][12]. - The expected price-to-earnings (PE) ratios for the next three years are 13.17x, 12.09x, and 11.20x, indicating a favorable valuation trend [3].