北京市天元律师事务所 关于唐山冀东装备工程股份有限公司 2024 年年度股东大会的法律意见 京天股字（2025）第 128 号 致：唐山冀东装备工程股份有限公司 唐山冀东装备工程股份有限公司（以下简称"公司"）2024 年年度股东大会 （以下简称"本次股东大会"）采取现场投票与网络投票相结合的方式，现场会议 于 2025 年 4 月 16 日下午 2：00 在河北省唐山市曹妃甸区通岛路金隅冀东科技 大厦 11 层会议室召开。北京市天元律师事务所（以下简称"本所"）接受公司聘 任，指派本所律师参加本次股东大会现场会议，并根据《中华人民共和国公司法》、 《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》"）以及《唐山冀东装备工程股份有限公司章程》（以 下简称"《公司章程》"）等有关规定，就本次股东大会的召集、召开程序、出席 现场会议人员的资格、召集人资格、会议表决程序及表决结果等事项出具本法律 意见。 为出具本法律意见，本所律师审查了《唐山冀东装备工程股份有限公司第八 届董事会第五次会议决议公告》、《唐山冀东装备工程股份有限公司第八届监事会 第三次会议决议》、《 ...

证券代码：000856 证券简称：冀东装备 公告编号：2025-16 唐山冀东装备工程股份有限公司 2024年年度股东大会决议公告 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）会议的召开情况 1.召开时间： （1）现场会议召开时间：2025年4月16日 下午2:00 （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间为2025年4月 16日（星期三）的股票交易时间，即9:15—9:25，9:30—11:30 和13:00— 15:00。 通过深圳证券交易所互联网投票系统投票的时间为2025年4月16 日（现场股东大会召开当日）上午9：15，结束时间为2025年4月16日 （现场股东大会结束当日）下午3：00。 2.召开地点：河北省唐山市曹妃甸区通岛路金隅冀东科技大厦11 层会议室 3.召开方式：现场表决与网络投票相结合的方式 4.召集人：公司董事会 5.主持人：焦留军先生 6. 本次会议符合有关法律、行政法 ...

Financial Performance - The company's consolidated revenue for 2024 was 2.495 billion yuan, a decrease of 14.58% compared to 2.921 billion yuan in the previous year [3][4] - Gross margin increased to 8.11%, up by 0.32 percentage points from 7.79% in the previous year [3][4] - Net profit was 21.696 million yuan, down 41.29% from 36.957 million yuan year-on-year; net profit attributable to the parent company was 21.859 million yuan, a decrease of 28.72% [3][4] Business Strategy and Future Outlook - The company aims to leverage opportunities from national policies promoting new productive forces and the construction materials industry's high-quality development [2] - Focus on innovation and technology-driven strategies to enhance capabilities in energy-saving, low-carbon equipment innovation, and smart product manufacturing [2] - Plans to improve investor relations through regular meetings and enhanced transparency in information disclosure [2] Market Position and Competitive Edge - The company specializes in cement equipment manufacturing and related engineering services, providing a full range of services from design to production and operation [4][9] - Emphasis on R&D to improve product performance and market competitiveness, particularly in energy-saving and emission-reduction technologies [9][10] - The company has developed a new type of cement vertical mill that meets national energy consumption standards and has received industry recognition [10] Challenges and Risk Management - The company reported a negative cumulative undistributed profit as of the end of 2024, which prevents it from being classified as an ST stock due to dividend issues [5] - The impact of U.S. tariff adjustments on export business is minimal, as exports to the U.S. account for a low percentage of total revenue [10] - The company is committed to enhancing risk management capabilities to navigate market fluctuations and improve profitability [2][3]

关于举办2024年度网上业绩说明会的公告 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。 唐山冀东装备工程股份有限公司（以下简称公司）于 2025 年 3 月 27 日在巨 潮资讯网上披露了《2024 年年度报告》，为便于广大投资者更加全面深入了解 公司经营发展情况，公司定于 2025 年 4 月 10 日 15:00-16:00 通过"互动易-云访 谈"举办 2024 年度网上业绩说明会，在信息披露允许的范围内公司将对广大投资 者普遍关注的问题进行回答，现将相关内容通知如下： 一、业绩说明会召开的时间、地点、方式 （一）会议召开时间： 证券代码：000856 证券简称：冀东装备 公告编号：2025-15 唐山冀东装备工程股份有限公司 三、投资者参加方式 （一）投资者可在 2025 年 4 月 10 日下午 15：00-16:00，通过互联网注册并 登录"成长通-云访谈"在线参与本次业绩说明会，公司将及时回答投资者的提问。 （二）问题征集 投资者可填写《冀东装备 2024 年度业绩说明会问题征集表》（附件一）， 于 2025 年 4 月 8 日 9:00 至 ...

Group 1: Industry Overview - The cement equipment manufacturing industry is focusing on automation, energy efficiency, and environmental performance due to the rapid development of the global construction industry and increasing demand for green building materials [1] - The application of intelligent production lines, remote monitoring systems, and circular economy concepts is reshaping the industry towards low-carbon and intelligent transformation [1] Group 2: Company Initiatives - The company is committed to the "one high, dual-win, three coordination" work requirements, enhancing the modernization of the industrial chain and value chain to support carbon peak and carbon neutrality goals [2] - The subsidiary, Jinyu Electric, has achieved GB/T23331—2020 energy management system certification, significantly improving energy utilization efficiency and enhancing the market competitiveness of low-carbon products [2] - The company has successfully completed the national green factory certification application and was included in the "green factory" list of Hebei Province [2] Group 3: Technological Innovations - The company is actively promoting measures to improve energy efficiency through structural adjustments, process optimization, and technological upgrades [3] - The third-generation high-efficiency energy-saving vertical mill has achieved energy consumption indicators lower than national first-level energy consumption standards, demonstrating significant demonstration effects [3] - New high-efficiency grate cooler technology has been developed, achieving a clinker cooling electricity consumption of 5 kWh/t, reaching an internationally leading level [3] Group 4: Sustainable Development - The company released its 2024 sustainable development report, indicating a commitment to integrating sustainable development concepts into its strategy and operations [4] - The company is focusing on technological innovation and ecosystem construction, collaborating with universities and research institutions to enhance its soft power and industry influence [5] - The company received multiple awards for its achievements in 2024, including the first prize in the industrial design special competition of the China-Russia Industrial Innovation Competition [5]

Core Opinion - The audit report for Tangshan Jidong Equipment Engineering Co., Ltd. indicates that the financial statements for the year ending December 31, 2024, fairly represent the company's financial position and operating results in accordance with accounting standards [1][2]. Financial Statements - The audit covered the consolidated and parent company balance sheets, income statements, cash flow statements, and changes in equity for both consolidated and parent company [1]. - As of December 31, 2024, the company reported accounts receivable of 1.112 billion yuan, with a provision for bad debts of 100 million yuan, reflecting a decrease in bad debt provision of 10.6653 million yuan for the year [2][3]. Key Audit Matters - Significant audit matters included the evaluation of related party transactions, which accounted for 1.980 billion yuan, representing 79.34% of total revenue. The authenticity and fairness of these transactions were critical due to their substantial impact on the financial statements [1][2]. - The audit procedures involved assessing the design and effectiveness of internal controls related to related party transactions, including verification of agreements and sales invoices [1][2]. Management Responsibilities - The management is responsible for preparing financial statements that fairly reflect the company's financial position and for maintaining necessary internal controls to prevent material misstatements due to fraud or error [4][5]. - The governance layer oversees the financial reporting process, ensuring compliance with accounting standards [4]. Auditor Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes an opinion [5][6]. - The auditor must identify and assess risks of material misstatement and design appropriate audit procedures to address these risks [5][6]. Company Overview - Tangshan Jidong Equipment Engineering Co., Ltd. was established in 1998 and operates in the machinery manufacturing sector, focusing on equipment manufacturing, maintenance services, and engineering projects [10][12]. - The company has undergone significant asset restructuring, with a registered capital of 227 million yuan and a focus on cement machinery and related services [10][12].

Group 1 - The internal control audit report for Tangshan Jidong Equipment Engineering Co., Ltd. was conducted in accordance with the relevant guidelines and standards, focusing on the effectiveness of internal controls as of December 31, 2024 [1][2] - The responsibility for establishing and implementing effective internal controls lies with the board of directors of Jidong Equipment, as per the basic norms and application guidelines for internal controls [1] - The audit opinion states that Jidong Equipment maintained effective internal controls over financial reporting in all material respects as of December 31, 2024, in accordance with the relevant regulations [2]

Core Viewpoint - The report provides an audit of Tangshan Jidong Equipment Engineering Co., Ltd. for the year 2024, focusing on non-operating fund occupation and other related fund transactions, ensuring the accuracy and completeness of the financial statements [1][2]. Summary by Sections Audit Overview - The audit was conducted according to Chinese Certified Public Accountant auditing standards, covering the financial statements as of December 31, 2024, including consolidated and parent company balance sheets, income statements, cash flow statements, and changes in equity [1]. Compliance and Responsibility - The company is responsible for the preparation and disclosure of the summary table of non-operating fund occupation and other related fund transactions, ensuring its authenticity, accuracy, and completeness [2]. Audit Findings - The audit confirmed that there were no inconsistencies in all significant aspects between the summary table and the audited financial statements [2].

Meeting Information - The annual general meeting of shareholders for Jidong Equipment will be held on April 16, 2025, at 2:00 PM [1] - Shareholders can vote through the Shenzhen Stock Exchange trading system and internet voting system on the same day [4] Voting Procedures - Shareholders must register to attend the meeting by providing necessary documents, including valid identification and proof of shareholding [3][4] - Voting will be non-cumulative, allowing shareholders to express their opinions as agree, disagree, or abstain [5][8] Proposal Details - The meeting will review various proposals, with details published on March 27, 2025, in major financial publications [2][3] - Independent directors will present their reports during the meeting [3]

Core Viewpoint - The company intends to change its accounting firm from Xinyong Zhonghe to Deloitte Huayong for the 2025 fiscal year to ensure the independence and objectivity of the audit work [1][5]. Group 1: Change of Accounting Firm - The company has proposed to appoint Deloitte Huayong as the auditing firm for the 2025 financial report and internal control, following a bidding process [1][6]. - Deloitte Huayong has a history dating back to 1993 and has been involved in securities-related services for over 20 years, indicating substantial experience in the field [1][2]. - The decision to change firms is based on the need for independence, as Xinyong Zhonghe has provided services for 14 years [5][6]. Group 2: Deloitte Huayong's Credentials - Deloitte Huayong's total audited business revenue for 2023 was RMB 4.1 billion, with audit services contributing RMB 3.2 billion and securities services RMB 600 million [2]. - The firm has provided audit services for 58 listed companies in 2023, with total audit fees amounting to RMB 260 million [2]. - The firm has not faced any civil liability in the past three years and has a professional insurance coverage exceeding RMB 200 million [2][3]. Group 3: Audit Team Information - The project partner and signing CPA, Dong Xin, has been involved in public company audits since 2007 and will provide services starting in 2025 [3][4]. - The quality control reviewer, Chen Wenlong, has been with Deloitte since 2005 and will also provide services starting in 2025 [3][4]. - All key personnel have not faced any criminal or administrative penalties in the past three years, ensuring their independence [4]. Group 4: Approval Process - The audit committee has reviewed and approved the proposal to appoint Deloitte Huayong, confirming the firm's qualifications and independence [6]. - The board of directors unanimously approved the proposal, which will be submitted for shareholder approval [6]. - The appointment will take effect upon approval by the shareholders' meeting [6].