中国核工业建设股份有限公司 2025 年第二次临时股东会----会议资料 目录 中国核工业建设股份有限公司 2025 年第二次临时股东会 会议资料 二〇二五年九月 | 议案 | 1 | 关于选举非独立董事的议案 | 3 | | --- | --- | --- | --- | | 议案 | 2 | 关于选举独立董事的议案 | 4 | | 议案 | 3 | 关于修订《独立董事工作规则》的议案 | 5 | 2 / 5 中国核工业建设股份有限公司 2025 年第二次临时股东会----会议资料 议案 1 关于选举非独立董事的议案 各位股东、股东代表： 公司第四届董事会将于 9 月 21 日任期届满，为保证公司董事会工作正常开 展，按照有关要求进行换届。 经公司董事会提名委员会审核，同意陈宝智、戴雄彪、高宏树、陈学营、张 路为公司第五届董事会非独立董事候选人（简历详见《中国核建关于董事会换届 选举的公告》）。 上述董事候选人经公司股东会选举为董事后，与经公司股东会选举产生的独 立董事以及职工代表大会选举产生的职工董事王伟潮共同组成公司第五届董事 会。第五届董事会任期三年，自公司股东会审议通过之日起算。 各位股东、股东代表 ...

Market Overview - On September 10, the infrastructure sector declined by 0.24% compared to the previous trading day, with *ST Yuan Cheng leading the decline [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Top Performers in Infrastructure Sector - Dongzhu Ecology (603359) closed at 9.22, up 10.02% with a trading volume of 17,600 lots and a transaction value of 16.21 million [1] - Chengbang Co., Ltd. (603316) closed at 10.02, up 9.99% with a trading volume of 158,500 lots and a transaction value of 156 million [1] - ST Lingnan (002717) closed at 1.60, up 5.26% with a trading volume of 1,375,000 lots and a transaction value of 206 million [1] Underperformers in Infrastructure Sector - *ST Yuan Cheng (603388) closed at 1.85, down 5.13% with a trading volume of 17,500 lots and a transaction value of 3.24 million [2] - Hongrun Construction (002062) closed at 9.05, down 3.52% with a trading volume of 786,900 lots and a transaction value of 712 million [2] - Pudong Construction (600284) closed at 8.65, down 2.70% with a trading volume of 310,700 lots and a transaction value of 27.4 million [2] Capital Flow Analysis - The infrastructure sector saw a net inflow of 99.53 million from main funds, while retail investors experienced a net outflow of 123 million [2][3] - The main funds showed significant net inflows in several stocks, including: - Huylv Ecology (001267) with a net inflow of 14.5 million [3] - Chengbang Co., Ltd. (603316) with a net inflow of 66.68 million [3] - Xinjiang Communications Construction (002941) with a net inflow of 53.23 million [3]

9月3日，中国核建盘中下跌2.01%，截至13:50，报8.79元/股，成交1.33亿元，换手率0.50%，总市值 264.92亿元。 中国核建所属申万行业为：建筑装饰-基础建设-基建市政工程。所属概念板块包括：破净股、水利建 设、中特估、中字头、央企改革等。 截至6月30日，中国核建股东户数9.03万，较上期减少1.69%；人均流通股33359股，较上期增加1.79%。 2025年1月-6月，中国核建实现营业收入534.72亿元，同比减少2.11%；归母净利润7.98亿元，同比减少 16.48%。 分红方面，中国核建A股上市后累计派现17.57亿元。近三年，累计派现7.84亿元。 机构持仓方面，截止2025年6月30日，中国核建十大流通股东中，南方中证500ETF（510500）位居第六 大流通股东，持股1801.01万股，相比上期增加256.67万股。 责任编辑：小浪快报 资金流向方面，主力资金净流出2885.14万元，特大单买入112.52万元，占比0.84%，卖出966.09万元， 占比7.25%；大单买入2128.59万元，占比15.97%，卖出4160.17万元，占比31.20%。 中国核建今年以 ...

Core Viewpoint - The company experienced a decline in revenue and net profit in the first half of the year, with specific challenges in its construction and civil engineering business, while the nuclear construction segment showed growth in new contracts and revenue [1][2]. Group 1: Financial Performance - The company achieved operating revenue of 53.472 billion yuan in the first half, a year-on-year decrease of 2.11% [1]. - The net profit attributable to shareholders was 798 million yuan, down 16.48% year-on-year, while the net profit after deducting non-recurring items was 775 million yuan, a decrease of 24.96% [1]. - In Q2, the operating revenue was 23.922 billion yuan, a decline of 6.52% year-on-year, and the net profit attributable to shareholders was 246 million yuan, down 38.13% [1]. Group 2: Business Segments - The nuclear construction business signed new contracts worth 30.890 billion yuan, an increase of 34.67% year-on-year, and generated revenue of 17.754 billion yuan, up 17.71% [2]. - The construction and civil engineering business saw new contracts of 53.585 billion yuan, a slight decrease of 0.21% year-on-year, and revenue of 30.376 billion yuan, down 14.92% [2]. Group 3: Profitability and Costs - The overall gross margin for the first half was 9.81%, a decrease of 0.02 percentage points year-on-year, while Q2 gross margin was 10.89%, down 0.41 percentage points [3]. - The company’s expense ratio increased, with a total expense ratio of 6.80% in the first half, up 0.61 percentage points year-on-year, and 7.81% in Q2, an increase of 1.21 percentage points [3]. - The net profit margin for the first half was 1.49%, down 0.26 percentage points year-on-year, and 1.03% in Q2, a decrease of 0.53 percentage points [3]. Group 4: Cash Flow and Financial Health - The company experienced a net cash outflow from operating activities of 13.485 billion yuan in the first half, an increase of 584 million yuan year-on-year, with a cash collection ratio of 75.94%, up 9.41 percentage points [4]. - The asset-liability ratio decreased by 0.91 percentage points to 81.99% year-on-year, while the accounts receivable turnover days increased by 4.01 days to 147.90 days [4]. Group 5: Industry Outlook - The approval of five nuclear power projects and ten units in April indicates a sustained growth trend in the nuclear construction sector, with an estimated total investment exceeding 200 billion yuan, benefiting the company significantly [4].

Investment Rating - The investment rating for the company is "Buy" and is maintained [8] Core Views - The company's revenue for the first half of the year was 53.472 billion yuan, a year-on-year decrease of 2.11%. The net profit attributable to shareholders was 798 million yuan, down 16.48% year-on-year. The net profit after deducting non-recurring gains and losses was 775 million yuan, a decrease of 24.96% year-on-year [5][12] - In the second quarter, the company achieved revenue of 23.922 billion yuan, a year-on-year decrease of 6.52%. The net profit attributable to shareholders was 246 million yuan, down 38.13% year-on-year, while the net profit after deducting non-recurring gains and losses was 249 million yuan, a decrease of 49.55% year-on-year [5][12] - The company signed new contracts worth 32.974 billion yuan in the second quarter, a year-on-year decline of 6.28%. The nuclear construction segment saw new contracts of 30.890 billion yuan, an increase of 34.67% year-on-year, while the civil engineering segment had new contracts of 53.585 billion yuan, a slight decrease of 0.21% year-on-year [12] - The company has maintained a high approval rate for nuclear power projects, with 10 units approved for construction, indicating a stable growth outlook for the nuclear construction business [12] Summary by Sections Financial Performance - The company's total revenue for the first half of the year was 53.472 billion yuan, with a net profit of 798 million yuan, reflecting a decline in both metrics compared to the previous year [5][12] - The gross profit margin for the first half was 9.81%, a slight decrease of 0.02 percentage points year-on-year, while the second quarter gross profit margin was 10.89%, down 0.41 percentage points year-on-year [12] - Operating cash flow showed a net outflow of 13.485 billion yuan in the first half, an increase in outflow compared to the previous year, with a collection ratio of 75.94%, up 9.41 percentage points year-on-year [12] Market Outlook - The approval of 10 nuclear power units for construction indicates a positive trend for the nuclear construction sector, with an estimated investment exceeding 200 billion yuan, which is expected to benefit the company significantly [12]

Group 1 - The stock price of China Nuclear Engineering Corporation (CNEC) decreased by 2.08% on September 2, trading at 8.94 CNY per share with a total market capitalization of 26.944 billion CNY [1] - Year-to-date, CNEC's stock price has dropped by 0.07%, with a decline of 5.89% over the last five trading days and a 4.14% drop over the last 20 days [1] - CNEC's main business segments include industrial and civil engineering (61.05% of revenue), nuclear power engineering (28.37%), and other services (10.63%) [1] Group 2 - As of June 30, CNEC reported a total revenue of 53.472 billion CNY for the first half of 2025, a year-on-year decrease of 2.11%, and a net profit attributable to shareholders of 0.798 billion CNY, down 16.48% year-on-year [2] - CNEC has distributed a total of 1.757 billion CNY in dividends since its A-share listing, with 0.784 billion CNY distributed over the past three years [3] - The number of shareholders for CNEC decreased to 90,300 as of June 30, 2025, while the average number of circulating shares per shareholder increased by 1.79% to 33,359 shares [2][3]

Financial Performance - As of the reporting period, the company's total revenue was 53.472 billion yuan, a year-on-year decrease of 2.11% [1] - The net profit attributable to shareholders was 798 million yuan, down 16.48% year-on-year [1] - In Q2, total revenue was 23.922 billion yuan, a decline of 6.52% year-on-year, while net profit was 246 million yuan, down 38.13% year-on-year [1] - The gross profit margin was 9.81%, a decrease of 0.18% year-on-year, and the net profit margin was 2.05%, down 15.79% year-on-year [1] - Total selling, administrative, and financial expenses amounted to 2.378 billion yuan, accounting for 4.45% of revenue, an increase of 8.32% year-on-year [1] - Earnings per share were 0.26 yuan, a decrease of 13.33% year-on-year [1] Financial Ratios and Metrics - The company's return on invested capital (ROIC) was 4.22%, indicating historically weak capital returns [2] - The net profit margin last year was 2.46%, suggesting low added value for products or services [2] - The median ROIC since the company went public is 4.65%, indicating average investment returns [2] - The cash flow situation is concerning, with cash and cash equivalents to current liabilities at only 19.38% and a three-year average operating cash flow to current liabilities of -2.82% [2] - The debt situation is also a concern, with interest-bearing debt ratio reaching 35.72% and a negative average operating cash flow over the past three years [2] - Accounts receivable to profit ratio has reached 2173.26%, indicating significant receivables relative to profit [2] Fund Holdings - The largest fund holding shares in the company is Changsheng Growth Value Mixed A, with 753,900 shares, which has reduced its holdings [3] - The fund has a current scale of 310 million yuan and a net value of 1.8057 as of August 29, with a year-on-year increase of 10.9% [3]

Core Points - The board of directors of China Nuclear Engineering Construction Corporation held its 38th meeting on August 27, 2025, where all 9 directors attended, ensuring the legality and validity of the meeting [1] - The meeting reviewed and approved several key reports and proposals, including the General Manager's work report for the first half of 2025 and the semi-annual financial report [1][2] - The board also approved a special report on the use of raised funds and a risk assessment report from China Nuclear Finance Co., with all votes in favor [2][3] - A proposal for the board's re-election and amendments to governance documents were also approved, indicating ongoing compliance with regulatory requirements [3][4] Financial and Operational Highlights - The board approved the evaluation report of the "Quality Improvement and Efficiency Enhancement" action plan, which is detailed in the semi-annual report [2][3] - The board's decisions included a proposal for restructuring certain receivables and related transactions, which was also passed with favorable votes [4] - The board approved the budget plan for total wages for 2025, reflecting the company's commitment to financial planning and management [4][5]

Core Viewpoint - The report highlights the financial performance and operational developments of China Nuclear Engineering & Construction Corporation for the first half of 2025, emphasizing the challenges faced and the strategic initiatives undertaken to enhance competitiveness in the nuclear power and construction sectors [1][2]. Company Overview and Financial Indicators - The company reported a total revenue of approximately 53.47 billion RMB, a decrease of 2.11% compared to the same period last year [2][3]. - The total profit amounted to approximately 1.43 billion RMB, reflecting a decline of 9.97% year-on-year [2][3]. - The net profit attributable to shareholders was approximately 797.67 million RMB, down 16.48% from the previous year [2][3]. - The company's total assets increased by 9.43% to approximately 247.20 billion RMB, while net assets rose by 8.84% to approximately 33.19 billion RMB [2][3]. Industry and Main Business Situation - The nuclear power industry is gaining strategic importance due to the global energy transition and China's dual carbon goals, with the approval of multiple new nuclear projects in 2025 [3][4]. - As of June 30, 2025, China has 112 nuclear units in operation, under construction, or approved for construction, with a total installed capacity of approximately 125 million kW, the largest globally [3][4]. - The company is a leader in nuclear power construction, maintaining a significant market share and continuously enhancing its capabilities through technological advancements [5][6]. Operational Performance - The company achieved new contracts worth approximately 844.75 billion RMB in the first half of 2025, with total revenue reaching approximately 534.72 billion RMB [8][9]. - The nuclear engineering segment remains the core business, with a focus on maintaining leadership in nuclear construction and expanding into industrial and civil engineering sectors [5][6]. - The company has signed significant contracts for various nuclear projects, indicating strong market demand and operational growth [9][10]. Technological and Strategic Initiatives - The company is advancing its digital transformation and innovation in nuclear engineering, focusing on smart manufacturing and digital management [9][10]. - A comprehensive reform initiative is underway to enhance management efficiency and align with national strategic goals, including the promotion of nuclear safety and quality management [10][11]. - The company is committed to expanding its capabilities across the nuclear energy value chain, including maintenance and emergency response services [16][17].

Core Viewpoint - China Nuclear Engineering Corporation reported a decrease in revenue and profit for the first half of 2025 compared to the previous year, indicating potential challenges in the company's financial performance [1]. Financial Performance - Total assets at the end of the reporting period reached approximately CNY 247.20 billion, an increase of 9.43% from the previous year [1]. - Operating revenue for the period was CNY 53.47 billion, down 2.11% from CNY 54.63 billion in the same period last year [1]. - Total profit amounted to CNY 1.43 billion, reflecting a decrease of 9.97% compared to CNY 1.59 billion in the previous year [1]. - Net profit attributable to shareholders was CNY 775.50 million, a decline of 24.96% from CNY 1.03 billion year-on-year [1]. - The net cash flow from operating activities was negative at CNY -13.49 billion, compared to CNY -12.90 billion in the previous year [1]. Shareholder Information - The total number of shareholders at the end of the reporting period was 90,344 [1]. - The largest shareholder, China National Nuclear Corporation, holds 56.76% of the shares, amounting to approximately 1.71 billion shares [2][3]. Debt Instruments - The company issued bonds with a total value of CNY 500 million at an interest rate of 3.17%, with a maturity of three years [4]. - Another bond issuance was for CNY 1.3 billion at an interest rate of 3.45%, also with a three-year maturity [4]. Corporate Structure - The company is primarily state-owned, with significant holdings by state-owned enterprises [2][3]. - There are no known relationships or agreements among the major shareholders that would classify them as acting in concert [3].