北京市海问律师事务所 关于郑州煤矿机械集团股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：郑州煤矿机械集团股份有限公司 北京市海问律师事务所（以下简称"本所"）是具有中华人民共和国（以下 简称"中国"，为本法律意见书之目的，不包括香港特别行政区、澳门特别行政 区和台湾地区）执业资格的律师事务所。本所接受郑州煤矿机械集团股份有限公 司（以下简称"公司"）的委托，指派本所律师列席公司 2025 年第二次临时股东 大会（以下简称"本次股东大会"），并根据《中华人民共和国公司法》、《中华人 民共和国证券法》、中国证券监督管理委员会发布的《上市公司股东会规则》、《上 市公司治理准则》和上海证券交易所发布的《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》，以及中国其他有关法律、行政法规及规范性文件（以 下简称"相关法律"）及现行有效的《郑州煤矿机械集团股份有限公司章程》（以 下简称"公司章程"）、《郑州煤矿机械集团股份有限公司股东大会议事规则》，依 法出具本《北京市海问律师事务所关于郑州煤矿机械集团股份有限公司 2025 年 第二次临时股东大会的法律意见书》（以下简称"本法律意见书"）。 为 ...

证券代码：601717 证券简称：郑煤机 公告编号：2025-045 郑州煤矿机械集团股份有限公司 2025年第二次临时股东大会决议公告 一、 会议召开和出席情况 (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 | 1,110 | | --- | --- | | 其中：A 股股东人数 | 1,109 | | 境外上市外资股股东人数（H 股） | 1 | | 2、出席会议的股东所持有表决权的股份总数（股） | 687,760,017 | | 其中：A 股股东持有股份总数 | 648,946,433 | | 境外上市外资股股东持有股份总数（H 股） | 38,813,584 | | 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 | 39.38 | | 总数的比例（%） | | | 其中：A 股股东持股占股份总数的比例（%） | 37.16 | | 境外上市外资股股东持股占股份总数的比例（%） | 2.22 | 注：根据相关法律法规、规范性文件的规定，上市公司回购专用证券账户中的股份不享 有股东大会表决权。截至本次股东大会的股权登记日，公司股份总 ...

General Provisions - The Articles of Association are established to safeguard the legitimate rights and interests of the Company, its shareholders, employees, and creditors, and to regulate the organization and activities of the Company [1][3] - The Company is a joint-stock limited company incorporated under relevant laws and regulations in China [2][3] - The registered capital of the Company is RMB 1,785,399,930 [5][6] Business Objectives and Scope - The Company's business objectives include improving labor productivity and economic benefits through scientific management, ensuring the preservation and appreciation of state-owned assets, and maximizing shareholder benefits [8][9] - The scope of business includes manufacturing and sales of mining machinery, environmental protection equipment, mechanical and electrical equipment, software development, and various consulting services [10][11] Shares - The Company has ordinary shares and may issue other types of shares upon approval from relevant authorities [15][16] - The total number of shares issued by the Company is 1,785,399,930, with domestic shares and overseas-listed foreign shares [24][25] - The Company may issue shares to both domestic and foreign investors, with domestic shares denominated in Renminbi and foreign shares in foreign currency [18][19] Share Issuance and Capital Changes - The Company can increase its capital through various means, including issuing shares to unspecified or specific objects, allotting bonus shares, or capitalizing reserves [28][29] - The Company may reduce its registered capital in accordance with the Company Law and relevant regulations [29][30] - The Company may repurchase its shares under specific circumstances, such as reducing registered capital or merging with another company [30][31]

Core Viewpoint - The legal opinion letter issued by Haiwen Law Firm confirms that the convening and holding procedures of the 2025 Second Extraordinary General Meeting of Zhengzhou Coal Mining Machinery Group Co., Ltd. comply with relevant laws and the company's articles of association [1][3][7] Group 1: Meeting Procedures - The meeting was convened by the company's sixth board of directors and was called in accordance with the relevant laws and the company's articles of association [3][6] - The notice for the meeting was published on May 29, 2025, and included details about the combination of on-site and online voting methods [5][6] - The meeting took place on June 17, 2025, at the company's conference room, with online voting conducted through the Shanghai Stock Exchange's system [5][6] Group 2: Attendance and Qualifications - A total of 1,110 shareholders (or their proxies) attended the meeting, representing 687,760,017 shares, which is 39.38% of the total voting shares [6][7] - Among them, 12 shareholders attended the on-site meeting, holding 61,504,148 shares, accounting for 3.52% of the voting shares [6][7] - The qualifications of the attendees and the convenor were verified to be in compliance with relevant laws and the company's articles of association [6][7] Group 3: Voting Procedures and Results - The meeting conducted voting on the agenda items listed in the notice, with separate counting for the votes of minority investors [6][7] - The voting process combined both on-site and online votes, and the results were compiled accordingly [6][7] - The proposals, including a transaction framework agreement and approval of the upper limit amount, were passed during the meeting, with the voting results deemed legal and valid [6][7]

Key Points - Zhengzhou Coal Mining Machinery Group Co., Ltd. will hold its second extraordinary general meeting of shareholders in 2025 on June 17, 2025, at 14:00 [1][4] - The meeting will take place at the company's conference room located at No. 167, Ninth Avenue, Zhengzhou Free Trade Zone, Henan [1][4] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [2][5] - The meeting will discuss several proposals, including the ratification of daily related party transactions from 2022 to 2024 and changes to the company's name and articles of association [3][4] - The company will provide a reminder service for shareholders to ensure participation in the voting process [5][6] - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [7][8]

2025 年第二次临时股东大会会议须知 2025 年 6 月 目 录 | 2025 | 年第二次临时股东大会会议须知 2 | | --- | --- | | 2025 | 年第二次临时股东大会会议议程 3 | | 2025 | 年第二次临时股东大会会议议案： 4 | | | 一、关于追认 2022-2024 年日常关联交易事项并签署 2025-2027 年持续 | | | 关联交易框架协议、批准协议上限金额的议案 4 | | | 二、关于变更公司名称、证券简称、取消监事会并修订《公司章程》的 | | 议案 | 11 | | | 三、关于修订公司相关管理制度的议案 37 | 郑州煤矿机械集团股份有限公司 2025 年第二次临时股东大会 1 会议资料 郑州煤矿机械集团股份有限公司 郑州煤矿机械集团股份有限公司（简称"公司"）为了维护全体股东的合法 权益，确保公司股东大会的正常秩序和议事效率，根据中国证监会《上市公司股 东大会规则》和《郑州煤矿机械集团股份有限公司章程》（简称"《公司章程》"）、 《郑州煤矿机械集团股份有限公司股东大会议事规则》的规定，制定本须知。 一、本公司根据《中华人民共和国公司法》、《上市公司 ...

证券代码：601717 证券简称：郑煤机 公告编号：2025-044 郑州煤矿机械集团股份有限公司 关于召开 2025 年第二次临时股东大会的提示性公告 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： 郑州煤矿机械集团股份有限公司于 2025 年 5 月 29 日发布了《郑州煤矿机械 集团股份有限公司关于召开 2025 年第二次临时股东大会的通知》（公告编号： 2025-042），上述公告已刊登在《中国证券报》《上海证券报》《证券时报》以及 上海证券交易所网站（www.sse.com.cn）。为更好地服务广大股东，确保有投票 意愿的股东能够及时参会投票，公司现发布本次股东大会的提示性公告如下： 一、 召开会议的基本情况 召开的日期时间：2025 年 6 月 17 日 14 点 00 分 召开地点：河南自贸试验区郑州片区（经开）第九大街 167 号郑州煤矿机械 集团股份有限公司会议室 股东大会召开日期：2025年6月17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 (一) 股东大会类型 ...

Core Viewpoint - In 2024, the company achieved a revenue of 37.052 billion yuan, a year-on-year increase of 1.73%, and a net profit attributable to shareholders of 3.934 billion yuan, a year-on-year increase of 20.16% [1] Group 1: Coal Machinery Segment - The coal machinery segment generated a revenue of 19.470 billion yuan in 2024, a year-on-year increase of 3.27%, and a net profit of 4.165 billion yuan, a year-on-year increase of 30.44% [1] - The gross margin for hydraulic supports and other coal machinery products increased to 33.44%, up by 4.18 percentage points year-on-year, contributing significantly to profitability [1] - The improvement in profitability is attributed to a higher proportion of high-margin products and a decrease in material costs [1] Group 2: Automotive Parts Segment - The automotive parts segment reported a revenue of 17.582 billion yuan in 2024, a year-on-year increase of 0.07%, but a net profit of 0.257 billion yuan, a year-on-year decrease of 6.99% [2] - The subsidiary Yaxin Technology achieved a revenue of 5.039 billion yuan, a year-on-year increase of 18.94%, while SEG reported a revenue of 12.419 billion yuan, a year-on-year decrease of 7.01% [2] - The new energy vehicle-related business incurred a net loss of 0.161 billion yuan due to significant investment during the cultivation period [2] Group 3: Shareholder Returns - The company plans to distribute a cash dividend of 1.12 yuan per share (before tax), totaling 1.956 billion yuan, with a dividend payout ratio increased to 49.72% [2] Group 4: Profit Forecast and Investment Advice - The company slightly adjusted its revenue growth forecast due to short-term pressure in the coal industry, while expecting a gradual return to normal profit margins in 2025 [2] - The forecast for net profit attributable to shareholders for 2025-2027 is 3.934 billion, 4.363 billion, and 4.865 billion yuan, respectively, with earnings per share of 2.20, 2.44, and 2.73 yuan [2] - The company is assigned a target price of approximately 23.32 yuan based on a 10.6 times PE ratio for 2025, maintaining a buy rating [2]

Summary of Conference Call Notes Company and Industry Overview - The conference call primarily discusses Zhengzhou Coal Mining Machinery Group Co., Ltd. (郑煤机) and the coal machinery industry in China [2][3][4][11]. Key Points and Arguments Industry Performance - The A-share coal sector has seen a rise of over 10%, indicating significant improvement in profitability within the coal industry [2][4]. - The current cycle is characterized by a shift from new capacity demand to stock replacement demand, leading to stable demand structures and continuous growth in coal production [2][4][5]. - Coal production has reached historical highs, with annual increases since 2021, supporting the stability of stock replacement demand [4][6]. Company Performance - Zhengzhou Coal Mining Machinery is recognized as a leading player in the industry, with a strong market performance reflected in a 20% increase in Hong Kong stocks and over 10% in A-shares in May [4]. - The company is expected to see significant revenue growth in its automotive parts business by 2025, driven by collaborations with major electric vehicle brands like Huawei and Xiaomi [2][12]. Market Dynamics - The market share of leading companies is expected to increase significantly in 2024-2025 due to their scale and quality advantages, while smaller companies face greater operational pressures leading to increased mergers and acquisitions [2][8][9]. - Despite a decline in overall orders, leading companies have maintained stable or even growing orders, indicating a trend towards increased market concentration [9][10]. Financial Projections - The coal industry is projected to see a steady recovery in demand by 2025, primarily due to continuous increases in stock production [10]. - Zhengzhou Coal Mining Machinery aims to double its revenue to 40 billion yuan by 2030, with strategies including market share enhancement and mergers [3][14]. Management and Governance - The management team actively holds shares, with plans to increase their stake through an equity incentive plan, enhancing investor confidence and governance [3][13]. - The company has increased its dividend payout ratio from 35% to 50%, reflecting a commitment to sharing growth with shareholders [3][13]. Challenges and Risks - The company anticipates pressure on profits in 2025 due to expected declines in coal machinery profitability, although overall company profits may remain stable due to growth in the automotive sector [20][21]. - The company's valuation is currently low, attributed to market perceptions linking it to previous cycles, despite actual performance improvements [17][24]. Long-term Outlook - The company is expected to enter a growth phase post-2025, with potential for significant market capitalization increases if the automotive segment performs well [22][23]. - The automotive sector's performance could dramatically enhance the company's valuation, positioning it as a key player in the market [24][25]. Additional Important Insights - The coal machinery industry is expected to maintain a positive outlook, with companies like Tiandi Technology and SANY International also worth monitoring [11]. - The automotive segment is self-sustaining, with its profits not affecting other business units, indicating a robust internal growth strategy [16]. This summary encapsulates the key insights from the conference call, highlighting the performance, strategies, and future outlook of Zhengzhou Coal Mining Machinery and the coal machinery industry.

Group 1 - The core viewpoint of the article highlights that Yuhua Asset Management has conducted research on Zhengmei Machine, emphasizing its commitment to intelligent industrial solutions and a diversified business layout to drive innovation and complementarity among its business segments [1] - Zhengmei Machine is focusing on the transformation towards intelligence, with coal machinery demand remaining stable as coal continues to be a major energy source in China. The company sees growth potential in areas such as intelligence, complete solutions, internationalization, and service [1] - The company is leveraging new technologies and products to explore new market opportunities while optimizing traditional businesses and expanding into emerging fields, ensuring profitable growth [1] Group 2 - Zhengmei Machine has made breakthroughs in the high-voltage drive motor components sector, securing multiple key clients and focusing on customer-centric strategies to leverage large-scale production advantages [1] - The company is enhancing efficiency and product quality through intelligent transformation, establishing a comprehensive advantage while continuously increasing R&D investment to create differentiated competitive advantages [1] - Zhengmei Machine is adopting a long-term perspective, relying on global vision to maintain market competitiveness through continuous R&D and manufacturing improvements, while also adjusting its global layout by relocating factories from high-cost to low-cost regions to mitigate the impacts of global trade and tariffs [1]