北京市环球律师事务所上海分所 关于 山推工程机械股份有限公司 2024 年度股东大会的 法律意见书 北京市环球律师事务所上海分所 关于山推工程机械股份有限公司 在前述审查、验证、询问过程中，本所律师得到山推股份如下承诺及保证： 其已经提供了本所认为为出具本法律意见书所必需的、完整、真实、准确、合 法、有效的原始书面材料、副本材料、复印件或口头证言，有关副本材料或复 印件与原件一致。 对于出具本法律意见书至关重要而又无法得到独立的证据支持的事实，本 所律师依赖山推股份或者其他有关机构出具的证明文件或咨询意见出具本法律 1 2024 年度股东大会的 法律意见书 GLO2025SH（法）字第 0568 号 致：山推工程机械股份有限公司 根据山推工程机械股份有限公司（"山推股份"或"公司"）的委托，北京市 环球律师事务所上海分所（"本所"）就公司 2024 年度股东大会（"本次股东大 会"）所涉及的召集、召开程序、召集人资格和出席会议人员的资格、表决程序 及表决结果等相关问题发表法律意见。本法律意见书系依据《中华人民共和国 公司法》《中华人民共和国证券法》《上市公司股东会规则》（"《股东会规 则》"）等相关法律、法规 ...

Investment Rating - The industry investment rating is maintained as "Positive" [1] Core Viewpoints - The engineering machinery industry is experiencing a positive cycle driven by both domestic and overseas demand, with significant revenue growth and improved profitability expected in 2024 and Q1 2025 [3][4] - The "Belt and Road" initiative is expected to boost exports, with a notable increase in overseas market share and a recovery in the domestic cycle anticipated [4][5] Revenue Growth - In 2024, the total revenue of the five major engineering machinery manufacturers reached 259.8 billion, a year-on-year increase of 3% [6][11] - In Q1 2025, the total revenue reached 72.6 billion, marking a year-on-year increase of 12% and a quarter-on-quarter increase of 11% [6][11] Profitability Improvement - The net profit attributable to shareholders for the five major manufacturers in 2024 was 17.9 billion, up 19% year-on-year [24] - In Q1 2025, the net profit reached 6.8 billion, reflecting a year-on-year increase of 42% and a quarter-on-quarter increase of 164% [24] Export Growth - In April 2025, export sales reached 9,595 units, a year-on-year increase of 19.3%, with the "Belt and Road" region accounting for 64% of the total export value in Q1 2025, up 15% year-on-year [4][5] Domestic Market Recovery - Domestic sales in April 2025 reached 12,547 units, a year-on-year increase of 16.4%, indicating a recovery in the domestic cycle [4][5] Investment Recommendations - The report recommends focusing on industry leaders such as SANY Heavy Industry, XCMG, Shantui, and others, while also paying attention to companies like Noli [5] Cash Flow and Financial Health - Operating cash flow for the five major manufacturers increased by 75% in 2024 and by 16% in Q1 2025, indicating improved operational quality [59][62] - The asset-liability ratio for 2024 and Q1 2025 was 57%, showing a year-on-year decrease of 1.7 percentage points and 1.1 percentage points, respectively [65]

Investment Rating - The industry investment rating is "Positive" (maintained) [5] Core Viewpoints - In April 2025, the total sales of excavators reached 22,142 units, representing a year-on-year growth of 17.6%, with domestic sales increasing by 16.4% and export sales rising by 19.3% [2][3] - The excavator sales from January to April 2025 totaled 83,514 units, showing a year-on-year increase of 21.4%, with domestic sales up by 31.9% and export sales up by 9.0% [2] - The demand for small excavators is driven by agricultural and municipal needs, while domestic demand for large and super-large excavators is expected to gradually increase due to water conservancy projects [3] - The loader sales in April 2025 reached 11,653 units, a year-on-year increase of 19.2%, with domestic sales growing by 35.4% [3] - The electric loader sales in April 2025 were 2,924 units, marking a significant year-on-year growth of 211%, with a penetration rate of 25% [15][16] - The report anticipates a gradual recovery in the domestic machinery industry, driven by improved domestic demand, increased export market share, and the initiation of a replacement cycle [3][4] Summary by Sections Excavator Sales - April 2025 excavator sales totaled 22,142 units, with domestic sales at 12,547 units and export sales at 9,595 units, reflecting year-on-year growth of 16.4% and 19.3% respectively [2][12] - The sales from January to April 2025 reached 83,514 units, with domestic sales at 49,109 units and export sales at 34,405 units, indicating a year-on-year increase of 31.9% for domestic sales [2] Loader Sales - Loader sales in April 2025 were 11,653 units, with domestic sales at 7,191 units and export sales at 4,462 units, showing a year-on-year increase of 35.4% for domestic sales [3] - The total loader sales from January to April 2025 were 42,220 units, with domestic sales at 23,570 units, reflecting a year-on-year growth of 27.8% [3] Market Trends - The report highlights the ongoing globalization of the Chinese construction machinery industry, with an expected increase in overseas market share [3] - Domestic demand is projected to improve due to government initiatives, including the issuance of long-term special bonds and local government special bonds aimed at infrastructure investment [4] - The report suggests that the domestic replacement cycle for excavators is expected to gradually initiate in 2025, following a historical cycle of 8-10 years [4]

证券代码：000680 证券简称：山推股份 公告编号：2025-039 山推工程机械股份有限公司 关于召开 2024 年度股东大会的提示性公告 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。 山推工程机械股份有限公司（以下简称"公司"）于 2025 年 4 月 23 日在《中国 证券报》、《证券时报》和巨潮资讯网（www.cninfo.com.cn）上刊登了《山推工程机 械股份有限公司关于召开 2024 年度股东大会的通知》。由于本次股东大会将采取网络 投票与现场投票相结合的方式，根据中国证监会《关于加强社会公众股股东权益保护 的若干规定》的要求，现将本次股东大会相关事项提示如下： 一、召开会议的基本情况 (一)股东大会届次：本次股东大会是公司 2024 年度股东大会。 (二)股东大会的召集人：公司第十一届董事会。 (三)会议召开的合法、合规性：本届董事会认为本次股东大会的召集程序符合有 关法律、行政法规、部门规章、规范性文件及《公司章程》的有关规定。 (四)会议召开日期和时间： 现场会议时间：2025 年 5 月 16 日（星期五）下午 14:00。 网络投 ...

Investment Rating - The report indicates a positive outlook for the engineering machinery industry, with expectations of domestic and international demand recovery [6][31]. Core Insights - The engineering machinery industry is expected to benefit from a domestic demand recovery that exceeds expectations, leading to a resonance between domestic and international markets [6][31]. - The excavator segment is showing signs of recovery, while other machinery types are stabilizing, indicating a potential for overall industry growth [6][31]. - The report highlights significant improvements in profitability, with a projected year-on-year increase in net profit of 26% for 2024 and 41% for Q1 2025 [13][16]. Summary by Sections Industry Overview - The engineering machinery sector is experiencing a recovery phase, with excavators leading the way in sales growth [6][31]. - The report notes that the domestic excavator sales for 2024 are expected to reach 101,000 units, reflecting a year-on-year increase of 11.7% [12]. Financial Performance - The total revenue for the engineering machinery sector is projected to increase by 3% in 2024 and 11% in Q1 2025, driven by domestic demand and export recovery [12][9]. - The net profit for the sector is expected to rise significantly, with major companies like SANY Heavy Industry and Zoomlion showing strong profit growth [16][14]. Company Analysis - SANY Heavy Industry, XCMG, and LiuGong are identified as leading companies in the excavator market, with SANY's revenue growth outpacing the industry average [12][40]. - The report provides detailed financial metrics for 13 listed companies in the engineering machinery sector, highlighting their market capitalization, revenue, and profit margins [4][12]. Market Dynamics - The report discusses the cyclical nature of the industry, indicating that the bottom of the cycle has been reached and a replacement cycle is underway [32][35]. - It emphasizes the importance of cost control and efficiency improvements among leading companies, which have contributed to enhanced profitability [22][27]. Export Market - The global excavator market is projected to recover as interest rates decline, with emerging markets showing strong demand for mid to large-sized excavators [43][44]. - The report notes that exports to new markets are performing well, particularly in Southeast Asia and Latin America, which are expected to drive future growth [44].

Group 1 - Company stock closed at 9.1 yuan, up 2.48%, with a rolling PE ratio of 12.03 times and a total market value of 13.653 billion yuan [1] - The average PE ratio in the engineering machinery industry is 27.57 times, with a median of 23.48 times, placing the company in 8th position within the industry [1][3] - The company experienced a net inflow of main funds amounting to 18.4351 million yuan on May 8, with a total inflow of 37.3389 million yuan over the past five days [1] Group 2 - The company specializes in the production and sales of bulldozers, road rollers, graders, pavers, milling machines, concrete machinery, and loaders, among other products [2] - It is recognized as a major state-owned enterprise in China, ranking among the top 100 in the machinery industry and is a model enterprise for manufacturing informatization in Shandong Province [2] - The latest quarterly report shows a revenue of 3.301 billion yuan, a year-on-year increase of 2.86%, and a net profit of 273 million yuan, a year-on-year increase of 13.63%, with a gross profit margin of 19.20% [2]

一、截至上月末回购股份的进展情况 截至 2025 年 4 月 30 日，公司回购专用证券账户尚未买入公司股票，公司将于首次 回购股份事实发生的次一交易日予以披露。 证券代码：000680 证券简称：山推股份 公告编号：2025-038 山推工程机械股份有限公司 关于回购股份方案实施进展的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 山推工程机械股份有限公司（以下简称"公司"）于 2025 年 4 月 22 日，召开第十 一届董事会第十五次会议，审议通过了《关于山推股份回购公司部分股份的议案》。公 司拟使用自有资金或自筹资金（含股票回购专项贷款资金），以集中竞价交易方式回购 公司发行的人民币普通股（A 股）股份。本次回购的股份，在未来适宜时机将全部用于 股权激励计划或实施员工持股计划。本次回购股份金额不低于人民币 1.5 亿元（含本数）， 不超过人民币 3 亿元（含本数）。回购价格按照上限不高于公司董事会审议通过回购股 份方案决议前 30 个交易日公司股票交易均价的 150%，即不高于人民币 13.88 元/股。实 施期限为自董事会审议通过回购股份方案之 ...

Core Viewpoint - The domestic market for Shantui Co., Ltd. is expected to see significant growth in 2024, with excavator sales projected to increase by approximately 30%, bulldozer sales by about 20%, loader sales by around 20%, and road machinery sales by 15%-20% [1] Industry Trends - The engineering machinery industry is anticipated to grow by 15% in 2025, indicating a recovery in the sector [1] - The industry has experienced a continuous decline in domestic sales for 13 months, but exports have surged by over 70% this year, suggesting a potential rebound in the excavator sector [2] - Improvement in construction rates in February has led to optimistic expectations for the engineering machinery industry [4] Market Data - Sales data for excavators and loaders is being closely monitored for 2023 and 2024, with specific monthly breakdowns available for analysis [2][3] Downstream Demand - The operating hours of Komatsu machinery and the CCTV excavator index are being tracked to gauge market demand and activity levels [4] Expert Insights - Industry leaders are discussing the current development trends and the push for new energy solutions in engineering machinery and commercial vehicles [5]

Group 1: Sales Performance and Market Outlook - In 2024, the company expects overseas sales revenue from main products to reach CNY 6.67 billion, a 30% increase year-on-year, with bulldozers accounting for approximately 48%, excavators 30%, loaders 11%, and road machinery and other products 11% [2][3] - The company anticipates a 25% growth in the African market in the first half of 2025, with an overall annual sales revenue growth of 30% [3] - In the domestic market, excavator sales are projected to grow by 30%, bulldozer sales by 20%, loader sales by 20%, and road machinery sales by 15-20% in 2024 [10] Group 2: Strategic Developments and Acquisitions - The integration of the excavator business post-acquisition of Shandong Heavy Industry is progressing well, with a focus on operational and management integration [4][5] - The company plans to roll out 15 units of the 150T excavator by May 2025, with a project for 300T excavator development already initiated [5] - The company aims for excavator products to account for 50% of revenue by 2027/2028, surpassing bulldozer revenue [5] Group 3: Competitive Advantages and Innovations - The company benefits from the full industrial chain resources of the Heavy Industry Group, enhancing its competitiveness in large-tonnage products [6] - The company has developed several products suitable for mining machinery, including a 160-ton rigid mining truck order and a 135-ton fuel, range-extended, and unmanned mining truck [7] Group 4: Cost Reduction and Efficiency Goals - The total cost reduction plan for 2025 is CNY 520 million, focusing on design (CNY 170 million), procurement (CNY 255 million), and process improvements (CNY 95 million) [11] - The company is implementing a high-level responsibility system to lower procurement costs and enhance expense management through a model database [11] Group 5: Financial Performance and Shareholder Engagement - The company achieved a return on equity (ROE) at the industry-leading level in 2024, with expectations for further improvement in 2025 through product structure and policy adjustments [13] - A share repurchase plan was approved to enhance investor confidence, with the first phase of equity incentives showing significant success [12]

Summary of Shantui Co., Ltd. Conference Call Company Overview - **Company**: Shantui Co., Ltd. - **Industry**: Construction Machinery Key Financial Highlights - **2024 Revenue**: 142.19 billion CNY, up 25.12% YoY, with a gross margin of 20.28%, a historical high [2][3] - **Export Revenue**: 74.11 billion CNY, up 26.08%, accounting for 57.41% of total revenue, with significant performance in Africa and Europe [2][3] - **Q1 2025 Revenue**: 33 billion CNY, with a net profit of 2.73 billion CNY, up 13.6% YoY [2][4] - **2025 Revenue Target**: 157 billion CNY, with an overseas revenue target of 90 billion CNY [2][4] Product Performance - **Sales Breakdown**: - Large horsepower bulldozers: 200 units - Excavators (over 50 tons): 350 units - Graders: 50 units - Excavator revenue accounted for 30.36 billion CNY, up 56% YoY [2][4] - **Product Structure Adjustment**: - Excavator revenue share expected to reach 50% by 2027 or 2028 [3][9] - Road machinery business turned profitable for the first time [4] Market Dynamics - **Impact of Russian Market**: Decline in the Russian market affected overall performance, but other overseas markets grew by an average of 30% [2][4][5] - **Regional Performance**: - Africa: 30% growth YoY, expected to reach 27 billion CNY in 2025 - Indonesia and Middle East: Expected growth of over 30% [7][8] Strategic Initiatives - **Focus Areas for 2025**: - Marketing enhancement - Product competitiveness improvement - Digital transformation - Quality of operations [2][4] - **Acquisition of Shandong Electric**: Integration is progressing well, with plans for a 300-ton excavator project [3][8] Future Outlook - **Market Growth**: Non-European and American regions are expected to maintain strong growth [6][7] - **Product Development**: Plans to develop 900-1,000 horsepower hybrid bulldozers to meet domestic and international demand [14][17] Financial Metrics - **Return on Equity (ROE)**: Exceeded 16%, with a target close to 20% for 2025 [3][24] - **Cost Reduction Goals**: Aiming for a cost reduction of 5.2 billion CNY in 2025 [20][21] Challenges and Risks - **Inventory Management**: Current inventory levels in the Russian market are being managed, with expectations of recovery [30] - **Market Competition**: The company faces challenges in the aftermarket segment, with a goal of 30% growth despite low profitability [25] Additional Insights - **Technological Development**: Focus on 5G remote control and unmanned technology, with ongoing projects in Xinjiang [13] - **Dividend Policy**: Low dividend in 2024 due to cash acquisition of Shandong Electric, with plans for a biannual dividend system [26] This summary encapsulates the key points from the conference call, highlighting Shantui's financial performance, market dynamics, strategic initiatives, and future outlook.