证券代码：000928 证券简称：中钢国际 公告编号：2025-21 中钢国际工程技术股份有限公司 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前次股东大会决议的情形。 一、会议召开和出席情况 1. 本次股东大会于2025年5月15日下午在北京市海淀区海淀大街8号中钢 国际广场26层会议室以现场与网络相结合的方式召开，会议召集人为公司董事 会，会议由公司副董事长赵恕昆主持。本次会议的召开与表决程序符合《公司 法》《上市公司股东大会规则》等有关法律、行政法规、部门规章、规范性文 件和《公司章程》的规定。 2. 股东出席的总体情况：通过现场和网络投票的股东325人，代表股份 820,085,514股，占公司有表决权股份总数的57.1630％。其中：通过现场投票的 股东2人，代表股份698,021,905股，占公司有表决权股份总数的48.6547％。通过 网络投票的股东323人，代表股份122,063,609股，占公司有表决权股份总数的 8.508 ...

2024 年年度股东大会的 法律意见书 嘉源(2025)-04-298 北京市嘉源律师事务所 关于中钢国际工程技术股份有限公司 2024 年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致：中钢国际工程技术股份有限公司 北京市嘉源律师事务所 关于中钢国际工程技术股份有限公司 北京市嘉源律师事务所（以下简称"本所"）接受中钢国际工程技术股份有 限公司（以下简称"公司"）的委托，根据《中华人民共和国公司法》（以下简 称"《公司法》"）《上市公司股东会规则》（以下简称"《股东会规则》"） 等现行有效的法律、行政法规、部门规章、规范性文件（以下简称"法律法规"） 以及《中钢国际工程技术股份有限公司章程》（以下简称"《公司章程》"）的 有关规定，指派本所律师对公司 2024 年年度股东大会（以下简称"本次股东大 会"）进行见证，并依法出具本法律意见书。 为出具本法律意见书，本所指派律师现场见证了本次股东大会，查阅了公司 提供的与本次股东大会 ...

Investment Rating - The report maintains a "Positive" investment rating for the construction and engineering sector [13] Core Viewpoints - The report emphasizes the high dividend investment opportunities in the construction sector, particularly focusing on state-owned enterprises, local state-owned enterprises, international engineering firms, and quality private enterprises [2][8] Summary by Relevant Sections Central State-Owned Enterprises - The report highlights China State Construction as a top pick due to its complete qualifications and stable operations, benefiting from steady growth. The company plans to increase its dividend payout ratio from around 20% to over 24%, with a projected new contract amount of 1,414.9 billion yuan for 2024, representing a year-on-year growth of 21.1% [8][9] - Other notable mentions include China Communications Construction and China Railway Construction, with dividend yields of over 5% and 6% respectively [8] Local State-Owned Enterprises - Sichuan Road and Bridge is identified as a key player, with a projected dividend yield of around 6% for 2025. The company plans to repurchase shares worth 100-200 million yuan, reflecting confidence in future growth [8][9] - Other local state-owned enterprises with attractive valuations and high dividend yields include Anhui Construction and Tunnel Engineering [8] International Engineering - The report stresses the investment opportunities presented by the "Belt and Road" initiative, recommending companies like China Steel International and China National Materials, which have high overseas order growth and dividend yields around 5% [8][10] Quality Private Enterprises - Jianghe Group is highlighted for its robust fundamentals and high dividend payout ratio, with a projected payout exceeding 95% for 2024. The company has expanded its overseas business significantly, with new orders growing by 57% year-on-year [8][11]

Core Viewpoint - 中钢国际 is focusing on expanding its international market presence, particularly in the steel sector, while maintaining a strategic approach to risk management in a complex global environment [1][2]. Group 1: Company Overview - 中钢国际 specializes in engineering contracting, technology development, and industrial services, with a strong emphasis on energy conservation, environmental protection, and intelligent manufacturing [1]. - The company has extensive international execution experience and a comprehensive technical service capability across the entire process from mining to cold-rolled end products [1]. - 中钢国际 has established 15 overseas branches and operates in over 50 countries, with 90% of its overseas contracts originating from Belt and Road Initiative countries [1]. Group 2: Market Strategy - In 2024, 中钢国际 aims to capitalize on the growth of the overseas steel market by increasing its market share and achieving breakthroughs in mining, steel plants, cold rolling, and energy sectors [2]. - The company plans to maintain its international development strategy while focusing on risk management and expanding into new markets, particularly in the Middle East and Africa [2]. - 中钢国际 intends to strengthen partnerships with major clients such as Rio Tinto, Tosyali, ArcelorMittal, and Vale to secure key project contracts [2]. Group 3: Project Management and Payment - The company has developed an efficient organizational structure that allows for unified control from headquarters while managing country-specific differences [3]. - 中钢国际 emphasizes the importance of understanding and applying international standards for customized project design [3]. - The company ensures project payments are secured through prepayments from clients and structured payment terms, with approximately 90% of payments received upon project completion [3]. Group 4: Sustainability and Innovation - 中钢国际 is committed to enhancing its technological innovation capabilities, focusing on low-carbon metallurgy engineering technologies to support the green transformation of the steel industry [3]. - The company integrates ecological protection and community development into its overseas projects, aligning with global ESG standards [3].

Group 1: Industry Overview - The steel industry has entered a "reduction and quality improvement" phase, with weak supply-demand balance due to slowing infrastructure and manufacturing sectors [4] - The company aims to leverage its engineering technology advantages to support clients in achieving high-quality development [4] - The company will shift focus from quantity to quality in project acquisition, emphasizing project effectiveness for stable growth [4] Group 2: International Market Expansion - In 2024, the company saw significant growth in overseas contracts, capitalizing on the expanding overseas steel market [5] - The company plans to maintain its international development strategy while exploring new markets in the Middle East and Africa [5] - The company has established a robust overseas business management system to mitigate risks associated with local political and economic factors [8] Group 3: Financial Performance - In 2024, the company achieved a net cash flow from operating activities of CNY 1.504 billion, a 9.95% increase year-on-year [7] - The company reported a 33.10% decline in revenue for 2024, but net profit increased by 9.69% due to optimized business structure and improved project management [12][13] - The company's gross profit margin for engineering projects was 13.61%, with domestic and overseas margins at 15.26% and 13.67% respectively [13] Group 4: Technological Innovation and R&D - The company has made significant advancements in low-carbon metallurgy technology, focusing on high-efficiency processes and equipment [23][24] - The company’s R&D efforts have led to the successful implementation of various low-carbon projects, including the world's first hydrogen-based direct reduction iron production line [24] - The company plans to enhance its digitalization efforts to improve operational efficiency and support technological innovation [18] Group 5: Environmental and Social Responsibility - The company has contributed over CNY 12 million to rural revitalization efforts, enhancing local economic development [27] - The company is committed to supporting low-carbon initiatives and has established a comprehensive environmental management system [25][26] - The company aims to align its operations with national carbon reduction goals, contributing to the steel industry's green transformation [22][29]

Core Viewpoint - The company reported steady growth in 2024 with a revenue of 17.647 billion yuan and a net profit of 0.835 billion yuan, indicating a positive trend in operational resilience and quality improvement [1][2]. Group 1: Financial Performance - In 2024, the company achieved a revenue of 17.647 billion yuan, with a year-on-year growth of 9.69% in net profit, reaching 0.835 billion yuan [1]. - The net cash flow from operating activities was 1.504 billion yuan, reflecting a 9.95% increase year-on-year [1]. - For Q1 2025, the net profit attributable to shareholders was 0.232 billion yuan, showing a year-on-year growth of 7.78%, with a significant improvement in cash flow from operating activities, up by 41.4% [1]. Group 2: Business Strategy and Market Position - The company experienced a revenue decline in 2024 due to the absence of project settlement and industry cycle benefits from 2023, alongside a proactive optimization of business structure [2]. - The company plans to enhance its accounts receivable management and maintain a steady development trajectory by reducing the proportion of accounts receivable [2]. - The company is focusing on green low-carbon transformation and international development, achieving significant results in overseas market expansion, particularly in the "Belt and Road" initiative [2]. Group 3: Shareholder Returns - The company has emphasized shareholder returns, with a cumulative dividend payout of 2.258 billion yuan since its listing [3]. - For the 2024 fiscal year, the company plans to distribute a cash dividend of 2.99 yuan per 10 shares, totaling 0.429 billion yuan, which represents 51.36% of the distributable profit [3].

Investment Rating - The industry rating is "Recommended" [4] Core Views - The new housing market is showing signs of recovery, with a notable increase in new home transactions in major cities, indicating a potential boost in demand for construction materials [2][20] - The cement market is experiencing a slight price decline, but demand is expected to improve as weather conditions stabilize and construction activities pick up [3][23] - The report emphasizes the importance of domestic consumption and infrastructure investment, particularly in light of the "equal tariff" environment, which is expected to strengthen domestic demand [7][9] Summary by Sections Housing Market - In the 18th week of the year, new home transaction area in 30 major cities reached 165.19 million square meters, up 21% year-on-year and 6.19% month-on-month [2][20] - The total transaction area for new homes in these cities is 29.32 million square meters, showing no year-on-year change [2][20] - Second-hand home transactions in 15 monitored cities increased by 56% year-on-year but saw a significant month-on-month decline [21] Cement Market - The national average cement price is 390.83 yuan per ton, down 0.8% from the previous week, with price increases mainly in Liaoning and Jilin [3][23] - The cement market is expected to stabilize as demand improves and companies engage in peak-shifting production practices [23] Investment Recommendations - Recommended companies include: - **Oriental Yuhong**, **Weixing New Materials**, and **Tubaobao** for their strong operational resilience and high dividends [7] - **China Construction** and **China Communications Construction** as beneficiaries of increased infrastructure investment [7] - **Jinchengxin** for its strong performance in copper resource development [7] - **Heilongjiang Hongda** and **Xuefeng Technology** in the civil explosives sector due to high demand [7] Industry Trends - The report highlights the ongoing trend of domestic substitution in various sectors, particularly in ship coatings and industrial coatings, with companies like **Maijia Xincai** and **Songjing Coatings** positioned to benefit [7] - The "Belt and Road" initiative is expected to gain momentum, benefiting international engineering companies such as **China Construction** and **China Metallurgical** [7]

Investment Rating - The report maintains a "Positive" investment rating for the construction and engineering sector [12]. Core Viewpoints - The Central Political Bureau meeting on April 25 emphasized the need for proactive macroeconomic policies to stabilize growth and address risks in key areas, signaling positive stability for the real estate chain [2][9]. - The meeting highlighted the importance of high-quality development to respond to external uncertainties, particularly in the context of international trade tensions, such as the escalating US-China tariff situation [8][9]. - Infrastructure investment is expected to receive policy support as a key driver for economic growth, with a focus on enhancing funding and implementing new policies [10][11]. Summary by Sections Macroeconomic Policies - The report outlines the need for consistent policy orientation, utilizing more proactive fiscal policies and moderately loose monetary policies, including the issuance of special bonds and maintaining liquidity to support the real economy [9][10]. Real Estate Market - The report indicates that real estate development investment in March 2025 was CNY 0.9 trillion, a decrease of 10.0% year-on-year, with sales and new construction areas also showing declines [62][63]. Infrastructure Investment - In March 2025, narrow infrastructure investment reached CNY 1.9 trillion, up 5.9% year-on-year, while broad infrastructure investment was CNY 2.6 trillion, reflecting a 10.7% increase [54][55]. Sector Performance - The construction sector is advised to focus on the dual themes of stabilizing growth and the "Belt and Road" initiative, with recommendations for companies with high overseas exposure to benefit from increasing international orders [11][12].

Investment Rating - The investment rating for the company is "Buy-A" with a 6-month target price of 7.64 CNY [4]. Core Views - The company reported a significant improvement in gross margin and operating cash flow for 2024, despite a decline in revenue due to a high base in 2023 and challenges in the domestic metallurgy industry [2][3]. - The company has a strong order backlog, with total contracts signed amounting to 196.7 billion CNY, indicating potential for future revenue growth, particularly from overseas projects [2][9]. Revenue and Profitability - In 2024, the company achieved revenue of 17.647 billion CNY, a year-on-year decrease of 33.10%, while net profit attributable to shareholders was 835 million CNY, an increase of 9.69% [2][10]. - The gross margin for 2024 was reported at 14.50%, up by 5.71 percentage points, with both domestic and overseas operations showing significant improvements [3][9]. Cash Flow and Financial Health - The operating cash flow improved to a net inflow of 1.504 billion CNY in 2024, reflecting a year-on-year increase of 9.95% [3][11]. - The company maintained a high dividend payout ratio, distributing 4.29 billion CNY in dividends, which is 51.36% of the net profit [2][10]. Future Projections - Revenue projections for 2025-2027 are 19.189 billion CNY, 20.544 billion CNY, and 21.934 billion CNY, respectively, with expected year-on-year growth rates of 8.7%, 7.1%, and 6.8% [9][10]. - Net profit forecasts for the same period are 914 million CNY, 995 million CNY, and 1.076 billion CNY, with growth rates of 9.4%, 8.9%, and 8.2% [9][10].

Core Viewpoint - The company reported a steady growth in net profit for 2024, with a significant increase in new domestic project contracts in Q1 2025, despite a decline in overall revenue [1][2]. Financial Performance - In 2024, the company achieved an operating revenue of 17.647 billion, a year-on-year decrease of 33.1%, while the net profit attributable to shareholders was 835 million, an increase of 9.69%. The net profit after deducting non-recurring items was 747 million, up 19.01% [1]. - For Q1 2025, the company reported an operating revenue of 3.519 billion, a decrease of 28.21%, and a net profit of 232 million, an increase of 7.78%. The net profit after deducting non-recurring items was 231 million, up 9.25% [1]. - The gross profit margin for 2024 was 14.5%, an increase of 5.71 percentage points, while the net profit margin was 4.95%, up 1.9 percentage points. In Q1 2025, the gross profit margin was 13.75%, an increase of 3.16 percentage points, and the net profit margin was 6.82%, up 2.26 percentage points [2]. Contracting and Project Development - In 2024, the company signed new engineering project contracts worth 19.670 billion, a year-on-year increase of 2.12%, with foreign project contracts amounting to 16.268 billion, up 54.17% [1]. - In Q1 2025, the new contract amount was 3.979 billion, a decrease of 33.87%, with domestic project contracts amounting to 2.067 billion, a significant increase of 169.14% [1]. Market Expansion and Digitalization - The company has steadily expanded its overseas market presence, successfully signing several key projects in Algeria and Egypt in 2024, including a cold-rolled joint unit and a steel plant project [3]. - The company has made significant advancements in digitalization, completing various digital design projects and achieving full coverage of major process segments with mathematical modeling [3]. Investment Outlook - The company is expected to achieve net profits attributable to shareholders of 875 million, 924 million, and 986 million for 2025-2027, representing year-on-year growth rates of 4.75%, 5.59%, and 6.77%, respectively. The corresponding P/E ratios are projected to be 10.38, 9.83, and 9.21 [3].