九届五次董事会决议公告 北方国际合作股份有限公司 九届五次董事会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 北方国际合作股份有限公司（以下简称"公司"或"北方国际"）九届五次董事 会会议通知已于2024年12月23日以电子邮件和传真方式送达公司全体董事。本次 会议于2024年12月27日以通讯表决形式召开，应参与审议表决的董事9名，实际 参与审议表决的董事9名。董事长纪巍主持本次会议。会议召开程序符合《公司 法》及《公司章程》的有关规定，会议合法有效。经全体参会董事审议： 此议案已经独立董事专门会议审议通过。本议案具体内容详见公司同日刊登 在《中国证券报》、《证券时报》及巨潮资讯网（http://www.cninfo.com.cn）的《关 于增加 2024 年度日常关联交易预计额度的公告》。 二、会议审议通过了关于《变更董事会战略与投资委员会名称并修订其议事 规则》的议案。 | 股票简称：北方国际 | 股票代码：000065 | 公告编号：2024-070 | | --- | --- | --- | | 转债简称：北方转债 | 转债代码：12701 ...

股票简称：北方国际 股票代码：000065 公告编号：2024-071 转债简称：北方转债 转债代码：127014 关于增加 2024 年度日常关联交易预计额度的公告 北方国际合作股份有限公司 关于增加 2024 年度日常关联交易预计额度的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、增加日常关联交易概述 北方国际合作股份有限公司（以下简称"公司"）八届三十三次董事会、2024 年第二次临时股东大会审议通过了《公司 2024 年日常关联交易预计》的议案， 预计了 2024 年公司及控股子公司与关联方发生的各类日常关联交易及金额，其 中，预计 2024 年度公司向中国北方工业有限公司（以下简称"北方公司"）出售 商品的关联交易金额为 3,153 万元，具体内容公司全资子公司中国北方车辆有限 公司（以下简称"北方车辆"）向北方公司销售车辆、文化创意项目等；预计 2024 年度公司向北方公司提供劳务的关联交易金额为 2,545 万元，具体内容公司控股 子公司北方万邦物流有限公司（以下简称"北方物流"）为北方公司提供国际货 物运输代理服务。 现根据公司子公 ...

北方国际合作股份有限公司 董事会战略投资与 ESG 委员会工作细则 第一章 总 则 第一条 为进一步规范北方国际合作股份有限公司（以下简 称"公司"）董事会战略投资与 ESG 委员会工作，提升董事会"定 战略、作决策、防风险"能力，提高投资决策科学性，根据《中 华人民共和国公司法》、《中华人民共和国证券法》、《上市公司治 理准则》、《深圳证券交易所上市公司自律监管指引第 1 号——主 板上市公司规范运作》等法律、法规、规范性文件及《北方国际 合作股份有限公司章程》（以下简称"《公司章程》"）的有关规定， 公司特设立董事会战略投资与 ESG 委员会，并制定本工作细则。 第二条 本规则适用于董事会战略投资与 ESG 委员会及本 规则中涉及的有关部门和人员。 第三条 公司董事会设立战略投资与 ESG 委员会作为董事 会下设的专门工作机构，为董事会决策提供咨询意见和建议，对 董事会负责。 第二章 人员组成 第四条 战略投资与 ESG 委员会委员由三名董事组成。 1 第五条 战略投资与 ESG 委员会委员由公司董事长提名，并 由董事会选举产生。 第六条 战略投资与 ESG 委员会设主任委员 1 名，由董事长 担任，负责 ...

Summary of Conference Call Records Company Overview - The company discussed is **Northern International**, a leading enterprise in international engineering and trade under the **Bingxi Group**. It has developed three main business segments: engineering, investment, and specialized private sector operations [1][2][3]. Key Points and Arguments Business Segments and Performance - The company has three main business segments: 1. **Engineering Projects** 2. **Investment Projects** 3. **Specialized Private Sector Operations** - These segments have been progressing steadily according to the annual goals set at the beginning of the year [1][2]. - The **Mongolia project** involving coking coal mining, transportation, logistics, and sales is progressing steadily despite the continuous decline in coking coal prices. Structural adjustments are being made to the integrated project, which is expected to meet annual revenue targets [2][3]. Major Projects - The **Bangladesh coal-fired power plant project** is nearing completion and is expected to start operations in the first half of next year. The **Croatia project** has completed national acceptance and is ready for operation [1][2]. - The **Hua Te tank business** has achieved good performance in market expansion and cost control this year [1][2]. Financial Performance - The company forecasts a strong overall performance for the year, with several major projects on track. The annual effect is expected to exceed initial predictions [1][2]. - The investment business has grown significantly, with revenue increasing from 2.5 billion in 2016 to over 10.7 billion in 2023 [8]. Strategic Positioning - Northern International is positioned as the only international platform among the 12 listed companies under Bingxi Group, focusing on international operations [4][6]. - The company emphasizes its role in providing technical and management services rather than merely labor outsourcing, aiming to embed itself in international projects through technical solutions and financing [6][7]. Future Plans and Market Focus - The company plans to continue expanding in the **Southeast Asia**, **Central Asia**, and **Central and Eastern Europe** markets, shifting focus from the Middle East and Africa, which are currently less favorable [11][12]. - Future investments will target renewable energy projects, including wind and hydropower, as well as ongoing projects in Mongolia and Bangladesh [9][10]. Investment and Operational Strategy - The company has accumulated investments of approximately **$3.5 billion**, contributing significantly to its scale and profitability. Key projects include those in Mongolia, Bangladesh, and Croatia [6][9]. - The operational strategy includes maintaining existing projects while exploring new investment opportunities in green energy and resource sectors [11][12]. Market Trends - There is a global trend towards seeking green energy solutions, with significant demand in both developed and developing countries. The company is positioned to capitalize on this trend, particularly in Eastern Europe and Southeast Asia [10][12]. Additional Important Information - The company has completed over 60 influential projects under the Belt and Road Initiative, showcasing its early entry and market development capabilities compared to major state-owned enterprises [6][7]. - The company is also exploring carbon trading opportunities as part of its green energy initiatives, which could provide additional revenue streams [10][12]. This summary encapsulates the key insights and strategic directions discussed during the conference call, highlighting Northern International's operational focus, financial performance, and future growth plans.

Summary of Conference Call Company and Industry - The conference call discusses **Northern International**, a company involved in **EPC (Engineering, Procurement, and Construction)** projects, particularly in the energy sector, including coal and renewable energy projects. The company is also engaged in international operations and investments in various regions, including **Croatia** and **Mongolia**. Key Points and Arguments 1. **Croatia Project**: The **Saini Fenjian Project** in Croatia is a significant investment of **156 MW**, marking it as the first large-scale project by a Chinese company in Croatia and the largest power project in recent years in the country. The project became a permanent participant in the Croatian electricity market in September [1] 2. **Revenue Generation**: The project has started generating additional income through virtual power plant services, indicating a successful operational model [1] 3. **Industry Ranking**: Northern International ranks **66th** among the **250 largest international engineering contractors** globally and **14th** among Chinese companies, representing its highest historical achievement [2] 4. **Transformation Directions**: The company is pursuing two main transformation directions: **investment and operation integration** and **industrial chain integration**. The latter is exemplified by the **Mongolian mining integration project** [1][8] 5. **EPC Revenue**: The company has seen a steady increase in its brand strength and market position, with a focus on expanding its overseas market operations [2] 6. **Investment Projects**: The company has successfully transitioned from traditional EPC projects to investment and operation models, with notable projects in Laos and Croatia [7][10] 7. **Profit Contribution**: As of 2023, profit contributions from integrated projects have surpassed **50%**, indicating a shift in revenue sources from traditional EPC projects [9][10] 8. **Mongolian Project**: The Mongolian project has been a core support for the company's profits, with improved operational efficiency despite lower market prices [14] 9. **Coal Market Strategy**: The company has developed strategies to manage inventory during price fluctuations, leading to improved profit levels compared to previous years [15] 10. **Future Outlook**: The company aims to replicate its successful project models in regions like **Southeast Asia** and **Eastern Europe**, focusing on renewable energy and industrial chain opportunities [9][22] Other Important Content 1. **Belt and Road Initiative**: The company views the Belt and Road Initiative as a significant opportunity for growth, especially in the context of global trade dynamics and infrastructure development [21][23] 2. **Market Challenges**: The company acknowledges challenges in the coal market, including competition and transportation issues, but remains optimistic about its strategic positioning [17][18] 3. **Future Projects**: Upcoming projects include a **1 billion Euro** investment in a photovoltaic operation project in Bosnia, expected to start operations within a year [20] 4. **Operational Efficiency**: The company has improved its operational efficiency significantly, which is expected to enhance profit margins moving forward [14] This summary encapsulates the key insights and strategic directions discussed during the conference call, highlighting Northern International's growth trajectory and market positioning within the EPC and energy sectors.

Group 1: Key Projects and Contributions - North International has been involved in several landmark projects along the "Belt and Road" initiative, including the Lahore Orange Line project in Pakistan, which is the first large-scale urban rail transit project officially launched under this framework [1] - The company is also engaged in the Ethiopia-Djibouti railway project, the first modern electrified railway in Africa, and the gold mining project in Nigeria, which is the first large-scale mining project in the country [2] - Recent EPC projects, such as the Ethiopia power transmission line and the Laos road project, have significantly contributed to local economic and social development [2] Group 2: Future Outlook and Planning - The company aims to continue adhering to the high-quality development requirements of the "Belt and Road" initiative, focusing on infrastructure connectivity and accelerating the layout of new energy and low-carbon projects [2] - Plans include enhancing management, design, and technological innovation capabilities to strengthen "soft power" output and optimize resource allocation [2] Group 3: Recent Operational Updates - The Senj Wind Power Project in Croatia has achieved permanent commercial operation as of September, with average electricity prices around €81/MWh, higher than the project's feasibility study level [2] - The project has initiated its first service as part of a virtual power plant and is expected to enhance profitability through green electricity revenue [2] - The company has signed a contract for a 99MW photovoltaic project in Croatia, becoming the largest EPC contractor for solar power in the region, showcasing its competitiveness in the Central and Eastern European market [2]

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 12.05 yuan, based on a 12x PE multiple for 2024 [4] Core Views - The company's Q3 2024 results show a 16% YoY increase in net profit attributable to the parent company, reaching 218 million yuan, with a significant improvement in gross margin to 16.2%, up 4.1 percentage points YoY [2] - The company's resource and power business growth logic remains strong, with continued expansion in power investment and construction operations along the "Belt and Road" countries [2] - The company's mining services business is progressing smoothly, and the increase in electricity prices in Croatia is expected to improve the profitability of the wind power project [2] Financial Performance - For Q1-Q3 2024, the company achieved revenue of 14.12 billion yuan, a 3% YoY decrease, while net profit attributable to the parent company increased by 10% YoY to 758 million yuan [2] - The company's operating cash flow for Q1-Q3 2024 was a net outflow of 457 million yuan, an increase of 208 million yuan compared to the same period last year, mainly due to increased cash outflows for various engineering projects [2] - The company's financial expense ratio increased by 1.86 percentage points YoY, primarily due to reduced exchange gains from currency fluctuations [2] Business Operations - The company signed new project contracts worth 790 million USD in Q1-Q3 2024, a 61% YoY decrease, with Q3 contracts amounting to 60 million USD [2] - Key projects include the Bangladesh coal-fired power plant, which is 96.1% complete as of Q3 2024, and the Mongolia mining integration project, which produced 33.36 million cubic meters of ore in Q1-Q3 2024 [2] - The Croatia wind power project generated 268 GWh of electricity in Q1-Q3 2024, with Q3 electricity prices in Croatia averaging 103 EUR/MWh, a 43% increase QoQ and 9% YoY [2] Profit Forecast - The company's net profit attributable to the parent company is expected to reach 1.035 billion yuan in 2024, 1.397 billion yuan in 2025, and 1.639 billion yuan in 2026, representing YoY growth rates of 12.7%, 35.0%, and 17.3% respectively [3] - The company's EPS is forecasted to be 1.03 yuan in 2024, 1.39 yuan in 2025, and 1.64 yuan in 2026 [3] - The company's ROE is expected to improve from 10.7% in 2024 to 13.2% in 2026, while the EV/EBITDA ratio is projected to decline from 5.90x in 2024 to 3.00x in 2026 [3]

关于控股股东减持公司可转换公司债券的提示性公告 股票简称：北方国际 股票代码：000065 公告编号：2024-069 转债简称：北方转债 转债代码：127014 北方国际合作股份有限公司 1 关于控股股东减持公司可转换公司债券的提示性公告 关于控股股东减持公司可转换公司债券的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、控股股东可转债配售及历次减持情况 经中国证券监督管理委员会《关于核准北方国际合作股份有限公司公开发行 可转换公司债券的批复》（证监许可【2019】1444 号）核准，北方国际合作股份 有限公司（以下简称"公司"或"北方国际"）于 2019 年 10 月 24 日公开发行了 5,782,100 张可转换公司债券，发行总额 57,821 万元。公司控股股东中国北方工 业有限公司（以下简称"北方公司"）及其一致行动人北方工业科技有限公司（以 下简称"北方科技"）共计配售北方转债 3,254,998 张，占发行总量的 56.29%。 其中，北方公司配售 2,496,221 张，占发行总量的 43.17%，北方科技配售 758,777 ...

Investment Rating - The report maintains a rating of "Buy" for the company [5] Core Views - The company's net profit growth of 15.9% in Q3 2024 aligns with expectations, with future growth anticipated from the commencement of the Bangladesh coal-fired power project and the initiation of the Bosnia solar project [2][3] - The report forecasts stable growth in the Mongolian coal business, contributing to sustained profit increases [2] Financial Summary - For the first three quarters of 2024, revenue was 14.122 billion yuan, a decrease of 3.48% year-on-year, while net profit attributable to the parent company was 758 million yuan, an increase of 9.7% [3] - The operating cash flow for the first three quarters of 2024 was -455 million yuan, compared to -294 million yuan in the same period of 2023 [3] - The company plans to raise no more than 960 million yuan for the Bosnia solar project, with an expected internal rate of return of 17.74% and a payback period of 8.85 years [3] Earnings Forecast - The report revises the earnings per share (EPS) estimates for 2024-2026 to 1.01, 1.10, and 1.21 yuan, respectively, reflecting a downward adjustment from previous estimates [3] - The target price is adjusted to 16 yuan, corresponding to a price-to-earnings (PE) ratio of 15.8 times for 2024 [3] Order and Project Updates - New signed contracts in Q3 2024 amounted to 787 million USD, a decline of 61.3% year-on-year, with a total of 14.367 billion USD in uncompleted orders as of September 2024 [3][14] - The company has made progress in various projects, including the completion of 96.1% of the EPC engineering for the Bangladesh coal-fired power station [3]

Group 1: Investment Projects Progress - The Mongolian integrated mining project has completed a mining volume of 33.36 million cubic meters and a transportation volume of 4.85 million tons, with coking coal sales reaching 4.04 million tons [1] - The coal-fired power plant project in Bangladesh is 96.1% complete and aims to achieve commercial operation by mid-2024, addressing local electricity shortages [1] - The Croatian wind power project generated 268 million kWh by the end of Q3, with 39 turbines passing national acceptance [1] Group 2: Market Development Strategy - Mongolia is a key market for the company, leveraging its rich mineral resources and infrastructure needs to enhance economic cooperation [2] - The company aims to strengthen market development for copper and coal integrated projects, utilizing its unique advantages in mining services and infrastructure [2] - The company is exploring a "resource for engineering" model to acquire projects in clean energy and infrastructure sectors [2] Group 3: New Investment Opportunities - The company plans to invest in a 125MWp photovoltaic project in Bosnia and Herzegovina, with a post-tax internal rate of return of 9.68% and a payback period of 8.85 years [2] - The project aligns with EU sustainability goals and is expected to enhance the company's brand in the Central and Eastern European power market [3]