证券代码：000680 证券简称：山推股份 公告编号：2024-059 山推工程机械股份有限公司 关于收购山重建机有限公司 100%股权交割完成的公告 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。 一、交易概述 二、交割完成情况 截至本公告披露日，本次交易股权交割情况如下: 近日，山重建机 100%股权的过 户、章程修订及相关工商变更登记手续已完成；根据《关于山重建机有限公司之股权收 购协议》及相关约定，公司向山重工程支付完成了股权收购价款的 95%，即 174,907.61 万元，剩余 5%股权收购价款将于审计机构出具过渡期审计报告后支付，并完成了山重 建机的管理权交接。至此，公司持有山重建机 100%股权，其成为公司全资子公司。 特此公告。 山推工程机械股份有限公司董事会 二〇二四年十二月十三日 山推工程机械股份有限公司（以下简称"山推股份"、"本公司"或"公司"）于 2024 年 11 月 28 日召开了 2024 年第二次临时股东大会，审议通过了《关于拟收购山重 建机有限公司 100%股权暨关联交易的议案》，同意以支付现金的方式购买临沂山重工 程机械 ...

Investment Rating - The report assigns a "Buy" rating for the company, Shantui Co., Ltd. (山推股份) [2] Core Views - Shantui is a leading player in the domestic earthmoving machinery sector, with significant growth potential in both bulldozer and excavator markets. The company is backed by Shandong Heavy Industry Group, which enhances its competitive edge. The report anticipates substantial revenue and profit growth in the coming years, driven by the expansion of high-power bulldozer exports and the revival of the excavator business [7][9][10]. Summary by Sections Company Overview - Shantui is recognized as a domestic leader in earthmoving machinery, focusing on bulldozers, excavators, and related parts. The company holds a 10% global market share in bulldozers and less than 1% in excavators, indicating significant market potential [7][9]. Financial Performance - In the first half of 2024, Shantui achieved revenues of 6.52 billion yuan and a net profit of 410 million yuan, reflecting year-on-year increases of 34% and 38%, respectively. The company expects net profits to reach 950 million yuan, 1.24 billion yuan, and 1.5 billion yuan from 2024 to 2026, with corresponding P/E ratios of 16.5, 12.6, and 10.4 [7][11]. Bulldozer Segment - The demand for high-power bulldozers is surging, with Shantui's exports of large bulldozers increasing by 73% in 2023. The company commands a 65% market share in the domestic bulldozer market and 19% globally, particularly excelling in the high-power segment with a gross margin of 46.9% [8][10]. Excavator Segment - Shantui is revitalizing its excavator business through strategic partnerships and market-oriented procurement. The company aims to capture a larger share of the excavator market, which presents substantial growth opportunities given its current global market share of only 1% [9][10]. Resource Integration and Management - The company has undertaken multiple equity structure adjustments to optimize its business and management efficiency. The focus on high-margin products like excavators and large bulldozers is expected to enhance profitability. The gross margin for the excavator segment is currently lower than industry peers, indicating room for improvement [10][11]. Market Expansion - Shantui is actively expanding its overseas market presence, with overseas revenue reaching 3.6 billion yuan in the first half of 2024, a 44% increase year-on-year, accounting for 56% of total revenue. The company aims to achieve total revenue of 14 billion yuan in 2024, with 8.5 billion yuan expected from international markets [52][54].

Investment Rating - The report assigns a "Buy" rating for the company for the first time [1]. Core Views - The company is a leading domestic bulldozer manufacturer, expanding into a full range of products and international markets, which is expected to release profit elasticity [1]. - The company's overseas expansion significantly enhances profitability, with short-term focus on emerging markets and long-term potential in high-end markets [1]. - The company is extending its platform to include excavators and loaders, with a second growth curve expected to rise rapidly [1]. Summary by Sections Company Overview - The company, founded in 1952, has become a leader in bulldozers with over 60% market share domestically and 20% globally, leveraging technology from Komatsu [1][112]. - The company has diversified its product offerings to include excavators, loaders, and road rollers, aiming for a comprehensive range of engineering machinery [1][112]. Financial Performance - The company’s revenue from 2020 to 2023 has a CAGR of 14%, with export revenue growing at a CAGR of 68%, contributing significantly to revenue growth [1][30][34]. - The net profit attributable to the parent company has a CAGR of 97% from 2020 to 2023, with sales gross margin increasing from 13.7% to 18.4% [1][38][131]. - The forecast for net profit from 2024 to 2026 is 1.06 billion, 1.39 billion, and 1.54 billion yuan, respectively, with corresponding year-on-year growth rates of 38.5%, 30.8%, and 10.9% [1]. Market Dynamics - The bulldozer market is relatively small due to its single downstream application, with the domestic market estimated at 2 billion yuan and the global market at 22.5 billion yuan [1]. - The company’s overseas revenue structure is improving, with significant growth expected from emerging markets and high-end markets in Europe and North America [1][124]. Product Development - The company is enhancing its product matrix by extending into excavators and loaders, with a notable market share of 4% in excavators and 12% in electric loaders as of 2024H1 [1][115][138]. - The company has increased its R&D spending from 2.5% to 4.3% of revenue from 2017 to 2023, focusing on high-power, multi-category, electrification, and intelligence [1][138]. Strategic Positioning - The company benefits from strong support from Shandong Heavy Industry Group, which provides brand and supply chain advantages [1][119]. - The management team has a solid technical background, enhancing the company's R&D capabilities and innovation potential [1][144].

证券代码：000680 证券简称：山推股份 公告编号：2024-058 山推工程机械股份有限公司 2024 年第二次临时股东大会决议公告 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。 特别提示 1、本次股东大会未出现否决议案的情形； 2、本次股东大会未涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 (一)会议召开情况 1、召开时间： (1)现场会议时间：2024 年 11 月 28 日（星期四）下午 14:00。 (2)网络投票时间：2024 年 11 月 28 日（星期四），其中： ①通过深圳证券交易所交易系统进行网络投票的具体时间为：2024年11月28日上 午9:15-9:25，9:30-11:30，下午13:00-15:00； ②通过深圳证券交易所互联网投票系统进行网络投票的具体时间为：2024年11月 28日上午9:15至下午15:00的任意时间。 2、召开地点：山东省济宁市高新区 327 国道 58 号公司总部大楼 205 会议室； 3、召开方式：现场表决和网络投票相结合的方式； 4、召集人：公司第十一届董事会； 5、主持人：刘会胜董 ...

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 年第二次临时股东大会的 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 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 1 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 意见书。 本所律师依据本法律意见书出具日及之前已经发生或存在的事实，并基于 对有关事实的了解和对有关法律、法规、规章及规范性文件的理解发表法律意 见。 2024 年第二次临时股东大会的 法律意见书 GLO2024SH（法）字第 11165 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年第二次临时股东大会（"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》《上市公司股东大会规则（2022 年 修订）》（"《股东大会规则》"）、《上市公司独立董事管理办法》等相关法 律、 ...

Summary of Shantui Co., Ltd. Conference Call Company Overview - Shantui Co., Ltd. is a leading manufacturer in the engineering machinery sector, particularly known for its bulldozers and excavators. The company has a significant market share in the Russian market for high-power bulldozers, holding 70-80% of the market even amidst geopolitical tensions [2][9]. Key Points and Arguments Growth Strategy - The company has achieved profit growth through a combination of internal growth, external expansion (such as the acquisition of Shanzhong Construction Machinery), and efficiency improvements, showcasing a "triple play" growth logic [2][4]. - Shantui's future strategy focuses on the mining and large excavator sectors, with plans to enhance market share through acquisitions and integration [2][11]. Financial Performance - For the first three quarters of 2023, Shantui reported a revenue increase of 31% year-on-year, with net profit rising by 34% [2][17]. - The company expects revenue from its excavator business to reach 30 billion yuan in 2024, with potential to exceed 50 billion yuan in the following year [2][5]. Market Dynamics - Despite concerns regarding tariffs and foreign capital outflows in the engineering machinery industry, government support and domestic demand growth are expected to mitigate these negative impacts [3][2]. - The demand for bulldozers in the Russian market is anticipated to remain strong due to post-conflict reconstruction needs, ensuring continued demand for Shantui's products [8][16]. Technological Advantages - Shantui leverages its technological strengths in core components such as engines, hydraulic systems, and transmission systems, which have contributed to the rapid growth of its excavator business [7][14]. - The company has developed large excavators over 50 tons, primarily for the mining sector, which synergizes with its bulldozer offerings [5][14]. Management Changes - Recent management changes have brought new energy and strategic direction to the company, with the new general manager and financial director possessing extensive industry experience [2][10][18]. Competitive Landscape - Shantui is positioned as the third-largest bulldozer manufacturer globally, with a domestic market share exceeding 70% [22]. - The company is optimistic about growth opportunities in resource-rich regions such as Indonesia, Australia, and South America, where mining demand is expected to rise [16][23]. Future Outlook - The company anticipates a compound annual growth rate (CAGR) of 27% in net profit over the next three years, with projected earnings of 10.25 billion, 13.29 billion, and 16.56 billion yuan for 2024-2026 [17][24]. - Shantui's focus on the mining and large excavator sectors is expected to enhance profitability, supported by a robust demand environment [20][15]. Additional Important Insights - The company's financial health is strong, with a low debt ratio of 4.03% and a solid revenue base from both domestic and international markets [7][12]. - The integration of resources from acquisitions is expected to bolster Shantui's market position and operational efficiency [13][15]. This comprehensive analysis highlights Shantui Co., Ltd.'s strategic positioning, financial performance, and growth potential within the engineering machinery industry, particularly in the context of current market dynamics and future opportunities.

Summary of Conference Call on N3 Shares Industry Overview - The engineering machinery industry is believed to be entering a reversal phase, including both stock price and fundamental reversals, which have been anticipated since last year [1][2] - The industry has reached historical highs, with some stocks, such as Liu Gong and Shan Tui, showing potential for over 100% growth from their lows [1] - The reversal is driven by several cycles, including the replacement cycle (6-8 years) and the real estate cycle, which significantly impacts the entire industrial chain [2] Key Points on N3 Shares - N3 is positioned well within the engineering machinery sector, particularly in excavators, which are crucial for earthmoving and construction [3] - The company is expected to benefit from both internal demand (due to economic recovery and real estate policy changes) and external demand (increased demand from countries involved in the Belt and Road Initiative) [3][4] - N3's market share in the domestic push-dozer market is approximately 70%, making it the third-largest globally, following Caterpillar and Komatsu [7] Financial Performance and Projections - N3's revenue is projected to reach approximately 140 billion CNY, with potential growth driven by the integration of Shandong Jianji and the expansion of excavator operations [20][28] - The company has announced an 18 billion CNY cash acquisition of Shandong Jianji, which is expected to enhance its excavator business significantly [18][19] - N3's profit growth is anticipated to be around 30% annually, with a projected net profit of 10 billion CNY this year and 13 billion CNY next year [32] Competitive Advantages - N3 has a strong product lineup, including new excavator models that leverage advanced technology and efficient fuel consumption [12][13] - The company benefits from a robust distribution network, with over 160 overseas agents, enhancing its sales capabilities [13] - N3's integration with Shandong Heavy Industry Group provides synergies and strengthens its market position [16] Market Dynamics - The demand for excavators has been increasing, with construction and mining sectors showing positive growth trends [23] - The real estate sector's recovery is expected to further boost demand for engineering machinery [2][24] - N3's competitive edge lies in its ability to innovate and expand its product offerings, particularly in the excavator segment, which is projected to have significant growth potential [10][30] Valuation and Investment Outlook - N3's current valuation is considered low compared to its peers, with a projected PE ratio of around 11-12 times for 2025, making it an attractive investment opportunity [29] - The company's return on equity (ROE) is the highest among major competitors at 15%, indicating strong profitability [29] - Analysts recommend N3 shares due to its growth potential, competitive advantages, and favorable market conditions [30][32] Conclusion - The engineering machinery industry, particularly N3, is poised for significant growth driven by internal and external demand factors, innovative product offerings, and strategic acquisitions [30][31] - The upcoming Shanghai Bauma Exhibition will provide further insights into N3's future strategies and product developments [32]

证券代码：000680 证券简称：山推股份 公告编号：2024-057 山推工程机械股份有限公司 关于召开 2024 年第二次临时股东大会的提示性公告 (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：2024 年 11 月 28 日（星期四）下午 14:00。 网络投票时间：2024 年 11 月 28 日（星期四），其中： 1、通过深圳证券交易所交易系统进行网络投票的具体时间为：2024 年 11 月 28 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00； 2、通过深圳证券交易所互联网投票系统进行网络投票的具体时间为：2024 年 11 月 28 日上午 9:15 至下午 15:00 的任意时间。 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 2024 年 11 月 12 日在《中国 证券报》、《证券 ...

Investment Rating - Buy (Maintained) [8] Core Views - The company is a global leader in bulldozers, with large horsepower bulldozer exports enhancing profitability, and the excavator business is expected to gain momentum [2] - The company plans to acquire 100% equity of Shandong Heavy Industry Construction Machinery for 1.8 billion yuan, which is expected to boost the excavator business and open up market space [3] - The excavator business is expected to leverage the sales channels of bulldozers and the platform advantages of Shandong Heavy Industry Group to rapidly grow [13] - The company's bulldozer sales rank third globally, and it is the domestic leader with a market share of over 70% in 2023 [6] Key Drivers - Large horsepower bulldozer exports are expected to enhance profitability, with exports of large horsepower bulldozers (above 320 horsepower) increasing by 37% in the first nine months of 2024 [6] - The company's excavator business is expected to benefit from the synergy of Shandong Heavy Industry Group's resources, including Weichai Power, Linde Hydraulics, and Shantui's transmission components, offering more fuel-efficient and reliable products [3] - The company has a well-established sales network, with products sold in over 160 countries and regions, and 160 overseas agents [3] Financial Projections - The company's net profit attributable to the parent company is expected to be 1.025 billion yuan, 1.329 billion yuan, and 1.656 billion yuan in 2024, 2025, and 2026, respectively, with year-on-year growth rates of 34%, 30%, and 25% [14] - The PE ratios for 2024, 2025, and 2026 are 14x, 11x, and 9x, respectively, which are below the industry average [14] Industry Comparison - The company's 2025 PE valuation is 11x, lower than the industry average of 13x [28] - The company's ROE is expected to be 19%, 23%, and 23% in 2024, 2025, and 2026, respectively, higher than the industry average [16] Acquisition Details - The company plans to acquire Shandong Heavy Industry Construction Machinery for 1.8 billion yuan, with the acquired company's market share in excavators being 4.03% in the first nine months of 2024 [20] - The acquired company's revenue in the first nine months of 2024 was 2.426 billion yuan, with a net profit of 75.06 million yuan [21] - Shandong Heavy Industry Group has committed to resolving the competition issue between Shantui, Lovol Heavy Industry, and Weichai Qingdao within five years [22]

Investment Rating - The investment rating for the company is "Buy-A" with a 12-month target price of 11.2 CNY, compared to the current stock price of 9.21 CNY [4]. Core Insights - The company plans to acquire 100% equity of Shandong Heavy Industry Group's subsidiary, Shandong Construction Machinery, for 1.841 billion CNY, which will enhance its excavator business segment [1][2]. - The acquisition is expected to create synergies between the company's existing product lines and Shandong Construction Machinery's excavators, improving overall competitiveness [2][6]. - Shandong Construction Machinery has shown strong financial performance, with revenues of 2.426 billion CNY and net profits of 0.75 billion CNY for the first three quarters of 2024, exceeding the entire revenue and profit of 2023 [3][7]. Financial Projections - Revenue projections for the company from 2024 to 2026 are 13.44 billion CNY, 15.81 billion CNY, and 18.2 billion CNY, with growth rates of 27.5%, 17.7%, and 15.1% respectively [7][8]. - Net profit estimates for the same period are 0.95 billion CNY, 1.21 billion CNY, and 1.43 billion CNY, with growth rates of 24.6%, 26.5%, and 18.7% respectively [7][8]. - The company is expected to maintain a price-to-earnings (PE) ratio of 14.5X, 11.5X, and 9.7X for the years 2024, 2025, and 2026 respectively [7][8]. Market Position and Strategy - Shandong Construction Machinery holds a market share of 4.03% in the excavator segment, with a competitive position in the industry [2]. - The acquisition is part of a broader strategy to resolve competition issues within the Shandong Heavy Industry Group and to potentially pursue further asset restructuring in the future [6][7]. - The company aims to leverage its leading position in the engineering machinery sector to enhance its value chain through this acquisition [2][6].