北京市中伦（上海）律师事务所 关于咸亨国际科技股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 关于咸亨国际科技股份有限公司 2024 年年度股东大会的 法律意见书 致：咸亨国际科技股份有限公司（以下简称"公司"） 北京市中伦（上海）律师事务所（以下简称"本所"）接受公司的委托，指 派律师出席并见证公司2024年年度股东大会（以下简称"本次会议"）。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》 （以下简称"《股东会规则》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业 规则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政 法规、规章、规范性文件及《咸亨国际科技股份有限公司章程》（以下简称"《公 司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席会议人 员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 法律意见书 北京市中伦（上海）律师事务所 ...

Core Insights - Xianheng International's stock closed at 14.67 yuan, up 1.17%, with a rolling PE ratio of 25.54, marking a new low in 33 days, and a total market capitalization of 6.02 billion yuan [1] - The average PE ratio in the instrument and meter industry is 81.17, with a median of 51.72, placing Xianheng International at the 28th position in the industry ranking [1] - As of March 31, 2025, the number of shareholders for Xianheng International increased to 14,219, with an average holding value of 352,800 yuan and an average shareholding of 27,600 shares [1] Company Overview - Xianheng International Technology Co., Ltd. specializes in the MRO (Maintenance, Repair, and Operations) of tools and instruments, engaging in the research, production, sales, and related technical services of these products [1] - The main products of the company include tools, instruments, and services [1] Financial Performance - In the latest quarterly report for Q1 2025, the company achieved a revenue of 640 million yuan, representing a year-on-year increase of 46.04%, and a net profit of 21.57 million yuan, up 144.43%, with a gross profit margin of 21.46% [1]

Core Viewpoint - The company, Xianheng International, reported strong financial performance in Q1 2025, achieving record highs in both revenue and net profit, indicating successful strategic initiatives and business expansion [2][4][12]. Financial Performance - In Q1 2025, the company achieved revenue of 639.77 million yuan, a year-on-year increase of 46.04% - The net profit attributable to shareholders was 21.57 million yuan, up 144.43% year-on-year - The net profit excluding non-recurring items was 21.64 million yuan, reflecting a growth of 168.08% year-on-year [2][12]. Growth Drivers - The revenue growth was primarily driven by increased market share and customer base in the e-commerce and oil & gas sectors, resulting from past investments [4]. - The company implemented strict cost control measures and performance assessments, which effectively reduced operational costs and improved efficiency [4]. - The company expanded its strategic focus to include five new key industries, with sales in these sectors reaching approximately 1.09 billion yuan, a year-on-year increase of 70.97% [4]. Strategic Initiatives - The company is committed to enhancing its core competitiveness through technological innovation and market expansion, while also advancing digital transformation to improve operational efficiency [4][5]. - A recent project involving quadruped robots for the National Petroleum and Natural Gas Pipeline Group was successfully secured, aiming to integrate robotics technology into industry applications [8]. Future Outlook - The company anticipates continued growth in profitability, with a focus on maintaining a high dividend payout ratio, historically above 60% [12]. - The gross profit margin is expected to improve as the company enhances efficiency and reduces costs, despite initial declines due to rapid expansion into new fields [10][12].

Summary of Xiangheng International Conference Call Company Overview - **Company**: Xiangheng International - **Industry**: MRO (Maintenance, Repair, and Operations) Key Points Financial Performance - In Q1 2025, Xiangheng International achieved revenue of 640 million yuan, a year-on-year increase of 46% [3] - Gross margin was 21.46%, down by 5.29 percentage points year-on-year, primarily due to a shift in revenue structure from traditional power grid sectors to emerging sectors with lower margins [3] - Net profit reached 22.37 million yuan, a significant increase of 181% year-on-year; the net profit attributable to shareholders was 21.57 million yuan, up 144% [3] Revenue Structure and Growth - Revenue is mainly derived from the petrochemical, e-commerce, and power generation sectors, which are experiencing rapid growth [5] - Emerging business segments began to show strong performance from the second half of 2023, particularly in the central enterprise market, including the power generation industry [5][14] Technological Innovation - Xiangheng International focuses on technological innovation to enhance market competitiveness, including the development of customized hydraulic tools and intelligent diagnostic technologies [2][7] - The company has launched innovative products such as the integrated pole machine and acoustic imaging modules, which have improved market competitiveness [2][6] Industrial Drone Development - Xiangheng International is one of the earliest companies in China to develop and produce industrial drones, collaborating with Beihang University since 2012 [10] - The company transitioned to autonomous inspection services and platform development for drones, becoming a partner with DJI for secondary development to meet customer needs in energy and emergency transportation [10] Robotics Applications - The company established a robotics division in early 2024, focusing on the application of quadruped robots in the energy sector [11][12] - Plans to demonstrate solutions for substation and petrochemical site inspections using quadruped robots within three months [12] Market Strategy and Future Outlook - Xiangheng International maintains a cautious yet optimistic outlook for future growth, particularly in the context of increasing regional procurement efforts by central enterprises [16] - The company aims to leverage its unique business model and deep understanding of industry scenarios to sustain competitive advantages [26] Challenges and Considerations - The gross margin for new business areas is currently low, with expectations for improvement dependent on the scale and profitability of these new sectors [24] - The company emphasizes the importance of customized solutions over standard products, which is crucial for meeting diverse customer needs [18][19] Industry Influence - Xiangheng International's participation in the China Electric Power Research Institute's standard committee for live working has enhanced its industry influence and supported its technological development [9] Conclusion - Xiangheng International is positioned as a leader in the MRO industry, with a strong focus on innovation and customer-centric solutions, which are expected to drive future growth and market competitiveness [26]

咸亨国际科技股份有限公司 2024年度暨2025年第一季度业绩说明会的公告 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。 证券代码：605056 证券简称：咸亨国际 公告编号：2025-019 重要内容提示： 一、说明会类型 咸亨国际科技股份有限公司（以下简称"公司"）已于 2025 年 4 月 23 日在上 海证券交易所网站（www.sse.com.cn）披露了《2024 年年度报告》，于 2025 年 4 月 30 日在上海证券交易所网站（www.sse.com.cn）披露了《2025 年第一季度 报告》。为便于广大投资者更加全面深入地了解公司经营业绩、发展战略等情况， 会议召开时间：2025 年 05 月 12 日（星期一）14:00-15:30 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 会 议 问 题 征 集 ： 投 资 者 可 于 2025 年 05 月 12 日 前 访 问 网 址 https://eseb.cn/1mXqBLO2Obu 或使用微信扫描下方小程序码进行 ...

咸亨国际科技股份有限公司 2024 年年度股东大会会议资料 证券代码：605056 公司简称：咸亨国际 咸亨国际科技股份有限公司 2024 年年度股东大会 会议资料 2025 年 5 月 13 日 | 2024 | 年年度股东大会会议须知 | 3 | | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | 4 | | 2024 | 年年度股东大会会议议案 | 6 | | | 听取：2024 年度独立董事述职报告 | 43 | 咸亨国际科技股份有限公司 2024 年年度股东大会会议资料 2024 年年度股东大会会议须知 为维护广大投资者的合法权益，保障股东在本次股东大会期间依法行使权利， 根据《公司法》《上市公司股东大会规则》和《公司章程》等有关规定，特制定 本会议须知： 1 一、公司负责本次股东大会的议程安排和会务工作，出席会议人员应当听从 公司工作人员安排，共同维护好会议秩序。 二、为保证股东大会的正常秩序，除出席会议的股东或者股东代理人、董事、 监事、董事会秘书、其他高级管理人员、见证律师、本次会议议程有关人员及会 务工作人员以外，公司有权拒绝其他人员进入会场。对于影响股东大 ...

Financial Performance - The company's operating revenue for Q1 2025 reached ¥639,772,001.63, representing a 46.04% increase compared to ¥438,076,846.68 in the same period last year[4] - Net profit attributable to shareholders increased by 144.43% to ¥21,571,669.86 from ¥8,825,269.52 year-on-year[4] - The basic earnings per share rose by 150% to ¥0.05 from ¥0.02 in the previous year[4] - Net profit for Q1 2025 was ¥22,369,423.08, up 180% from ¥7,953,905.76 in Q1 2024[19] - Total operating revenue for Q1 2025 reached ¥639,772,001.63, a 46% increase from ¥438,076,846.68 in Q1 2024[18] - Total operating costs for Q1 2025 were ¥628,531,136.65, compared to ¥439,605,639.36 in Q1 2024, reflecting a 43% increase[18] - The company reported a total profit of ¥32,458,337.29 for Q1 2025, significantly higher than ¥11,565,952.83 in Q1 2024[19] Cash Flow - The net cash flow from operating activities was negative at -¥139,820,825.96, slightly worse than -¥130,576,039.52 in the same period last year[4] - The net cash inflow from operating activities was CNY 1,000,199,676.58, an increase from CNY 761,085,683.38 in the previous period, reflecting a growth of approximately 31.4%[24] - The total cash outflow from operating activities was CNY 1,140,020,502.54, compared to CNY 891,661,722.90, indicating a rise of about 28%[24] - The cash inflow from financing activities was CNY 1,630,000.00, while cash outflow was CNY 2,965,323.06, leading to a net cash flow of CNY -1,335,323.06[25] - The total cash and cash equivalents at the end of the period decreased to CNY 222,459,913.90 from CNY 577,392,995.36, a decline of approximately 61.5%[25] Assets and Liabilities - The total assets at the end of the reporting period were ¥2,887,199,645.63, down 11.15% from ¥3,249,624,276.87 at the end of the previous year[5] - Total liabilities amounted to ¥1,130,318,718.73, down from ¥1,515,311,469.17 in the previous period[15] - Total liabilities decreased to RMB 1,121,106,266.71 from RMB 1,505,348,808.01, a reduction of approximately 25.6%[14] - The company’s total assets amounted to RMB 2,887,199,645.63, down from RMB 3,249,624,276.87, representing a decrease of about 11.1%[14] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 14,219[9] - Total equity attributable to shareholders reached ¥1,724,460,208.73, compared to ¥1,702,201,224.64 previously[15] Research and Development - Research and development expenses for Q1 2025 were ¥13,831,970.31, up from ¥10,584,425.99 in Q1 2024, indicating a focus on innovation[19] Non-Recurring Items - The company reported a non-recurring loss of -¥66,349.20 after accounting for various non-operating income and expenses[6] - The net profit after deducting non-recurring gains and losses increased by 168.08% to ¥21,638,019.06 from ¥8,071,577.64 year-on-year[4] Cash and Current Assets - The company reported a total current assets of RMB 2,272,338,180.53 as of March 31, 2025, down from RMB 2,638,099,527.13 on December 31, 2024, representing a decrease of approximately 13.9%[13] - Cash and cash equivalents decreased to RMB 675,325,147.10 from RMB 832,176,761.83, a decline of about 18.9%[13] - Accounts receivable decreased to RMB 1,168,463,732.35 from RMB 1,444,927,138.36, reflecting a reduction of approximately 19.1%[13] - Inventory increased to RMB 243,438,119.06 from RMB 189,784,695.01, indicating an increase of about 28.3%[13] Investment Activities - Cash inflow from investment activities totaled CNY 212,327,340.63, significantly higher than CNY 984,789.47 in the prior period[24] - The cash outflow from investment activities surged to CNY 537,001,741.25 from CNY 31,556,976.66, marking a substantial increase[24] - The net cash flow from investment activities was CNY -324,674,400.62, compared to CNY -30,572,187.19 previously, indicating a worsening situation[24]

Core Viewpoint - The company reported a strong financial performance for 2024, with significant year-on-year growth in revenue and net profit, indicating robust operational capabilities and effective cost management [1][2]. Financial Performance - For 2024, the company achieved revenue of 3.61 billion yuan, a year-on-year increase of 23.2%, and a net profit attributable to shareholders of 220 million yuan, up 130.7% [1]. - The fourth quarter alone saw revenue of 1.62 billion yuan, with net profit reaching 130 million yuan, reflecting a year-on-year growth of 28.9% and 253.4% respectively [1]. - The operating cash flow for the year was 290 million yuan, showing a slight increase of 0.6% year-on-year [1]. Industry Growth - The power industry revenue reached 1.86 billion yuan, growing by 5.6%, while other sectors saw a significant increase of 49.8% to 1.74 billion yuan [1]. - New strategic sectors, including oil and gas, nuclear industry, transportation, government emergency services, and power generation, generated 1.09 billion yuan in revenue, marking an 80.0% increase [1]. Sales Model Breakdown - Revenue from distribution products, self-developed products, and services amounted to 2.54 billion yuan, 670 million yuan, and 390 million yuan respectively, with year-on-year growth rates of 23.4%, 29.1%, and 12.9% [2]. Cost Management and Profitability - The overall gross margin for 2024 was 29.7%, a decrease of 2.5 percentage points, primarily due to lower margins from new high-growth sectors [2]. - The expense ratio improved to 19.4%, down 3.3 percentage points, with reductions in sales, management, and R&D expense ratios contributing to enhanced profitability [2]. - The net profit margin for the year was 6.6%, an increase of 2.9 percentage points year-on-year [2]. Q4 Performance Insights - In Q4, the gross margin was 31.8%, down 3.8 percentage points, while the expense ratio was 17.4%, a decrease of 4.6 percentage points [3]. - The net profit margin for Q4 was 8.6%, reflecting a year-on-year increase of 5.0 percentage points [3]. Future Outlook - The company is well-positioned in the power grid sector with a diverse product line and a nationwide service network, anticipating continued revenue growth [3]. - Profitability in new sectors is expected to improve gradually, leading to revised net profit forecasts for 2025 and 2026 at 266 million yuan and 316 million yuan respectively, with a new estimate for 2027 at 359 million yuan [3].

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company achieved revenue of 3.61 billion yuan, net profit attributable to shareholders of 220 million yuan, and net profit excluding non-recurring items of 230 million yuan in 2024, representing year-on-year growth of 23.2%, 130.7%, and 34.7% respectively [1] - The company plans to distribute a dividend of 0.36 yuan per share, yielding 2.6% based on the announcement date [1] - The company is expanding into new strategic sectors, with significant revenue growth in oil and gas, nuclear industry, transportation, government emergency services, and power generation, which collectively generated 1.09 billion yuan in revenue, up 80% year-on-year [2] Financial Performance - The comprehensive gross margin for 2024 was 29.7%, down 2.5 percentage points year-on-year, primarily due to lower margins from new business areas [3] - The operating cash flow for 2024 was 290 million yuan, with a year-on-year increase of 0.6% [1] - The net profit margin for Q4 was 8.6%, an increase of 5.0 percentage points year-on-year [3] Revenue and Profit Forecast - The company is expected to continue revenue growth, with projected revenues of 4.33 billion yuan in 2025 and 5.15 billion yuan in 2026, reflecting growth rates of 19.99% and 19.03% respectively [5] - The forecast for net profit attributable to shareholders is adjusted to 266 million yuan for 2025 and 316 million yuan for 2026, with a new estimate of 359 million yuan for 2027 [4] Valuation Metrics - The report provides a projected P/E ratio of 22 for 2025 and 19 for 2026, indicating a favorable valuation outlook [5] - The projected dividend per share is expected to increase to 0.41 yuan in 2025 and 0.49 yuan in 2026, with a corresponding dividend yield of 2.9% and 3.4% [13]

Group 1: Xianheng International - The company achieved revenue of 3.606 billion yuan, a year-on-year increase of 23.15%, and a net profit of 223 million yuan, a year-on-year increase of 130.67% [1] - In 2024, the company plans to deepen its focus on the power grid sector and expand into oil and gas, power generation, etc., with projected sales of 1.091 billion yuan, a year-on-year increase of 70.97% [1] - The company is utilizing technologies such as drones and embodied intelligence for secondary research and development, leading to product upgrades [1] - The dividend plan for 2024 is set at 0.36 yuan per share, with a total cash dividend and buyback amounting to 203 million yuan, representing a cash dividend ratio of 91.24% [1] - In 2025, the company aims to enhance quality and efficiency, optimize the supply chain, strengthen talent development, and pursue strategic external expansion, including potential mergers and acquisitions [1] - The impact of the China-US tariff trade war on the company is minimal, as its main clients are domestic state-owned enterprises, with a small proportion of overseas business [1] Group 2: Hand Information - In 2024, the company reported revenue of 3.235 billion yuan, a year-on-year increase of 8.57%, and turned a profit with improved cash flow, while its proprietary software business grew by 16.17% [2] - In Q1 2025, the company maintained stable revenue of 740 million yuan [2] - The company aims to gradually increase its profit margin, targeting a return to a historical high of 16%, with AI business revenue expected to double by 2025, reaching 33 million yuan in Q1 [2] - By 2027, AI business is anticipated to become mainstream, with a focus on technology research and development, product layout, and market expansion over the next two to three years [2] - Over 90% of revenue comes from existing customers, providing a solid foundation for promoting new business [2] - The company plans to launch proprietary intelligent agents and MCP business in the second half of the year, with a strong profit margin in AI business and high customer stickiness [2]