山河智能装备股份有限公司 2024 年度 内部控制审计报告 索引 页码 内部控制审计报告 1-2 内部控制审计报告 XYZH/2025GZAA6B0363 山河智能装备股份有限公司 山河智能装备股份有限公司全体股东： 按照《企业内部控制审计指引》及中国注册会计师执业准则的相关要求，我们审计 了山河智能装备股份有限公司（以下简称山河智能）2024 年 12 月 31 日财务报告内部控 制的有效性。 一、 企业对内部控制的责任 按照《企业内部控制基本规范》 、《企业内部控制应用指引》 、《企业内部控制评 价指引》的规定，建立健全和有效实施内部控制，并评价其有效性是山河智能董事会的 责任。 二、 注册会计师的责任 我们的责任是在实施审计工作的基础上，对财务报告内部控制的有效性发表审计意 见，并对注意到的非财务报告内部控制的重大缺陷进行披露。 三、 内部控制的固有局限性 内部控制具有固有局限性，存在不能防止和发现错报的可能性。此外，由于情况的 变化可能导致内部控制变得不恰当，或对控制政策和程序遵循的程度降低，根据内部控 制审计结果推测未来内部控制的有效性具有一定风险。 1 审计报告（续） XYZH/2025GZAA6 ...

Group 1 - The core point of the article is that the company, Shanhe Intelligent (002097), reported a decline in revenue for the first quarter of 2025, while net profit showed significant growth compared to the previous year [1] Group 2 - The company's operating revenue for Q1 2025 was 1.513 billion yuan, representing a year-on-year decrease of 8.96% [1] - The net profit for the same period was 32.4595 million yuan, which indicates a year-on-year increase of 57.31% [1]

Financial Performance - The company's operating revenue for Q1 2025 was ¥1,513,123,642.26, a decrease of 8.96% compared to ¥1,662,106,001.44 in the same period last year[4] - Net profit attributable to shareholders increased by 57.31% to ¥32,459,478.72 from ¥20,634,278.61 year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥8,906,906.05, a significant turnaround from a loss of ¥27,500,708.56 in the previous year, representing a 132.39% increase[4] - The company reported a significant reduction in financial expenses by 99.11%, down to ¥845,031.05 from ¥95,342,753.51 in the previous year[8] - The company experienced a 107.93% increase in other comprehensive income, reaching ¥145,431,541.36, primarily due to foreign exchange translation differences[8] - The total comprehensive income for the period was CNY 95,653,520.77, significantly higher than CNY 14,852,430.63 in the previous year[17] Assets and Liabilities - The company's total assets at the end of the reporting period were ¥21,637,104,032.46, reflecting a 3.24% increase from ¥20,958,958,595.35 at the end of the previous year[4] - The total assets of the company as of March 31, 2025, amounted to CNY 21,637,104,032.46, an increase from CNY 20,958,958,595.35 at the beginning of the period, reflecting a growth of approximately 3.23%[13] - Current assets reached CNY 13,351,932,295.08, up from CNY 12,650,904,354.00, indicating an increase of about 5.54%[12] - The company's total liabilities amounted to CNY 15,125,231,532.73, reflecting an increase from CNY 14,584,039,616.90, which is an increase of about 3.73%[14] - Total liabilities increased to CNY 16,410,452,532.26, up from CNY 15,856,469,624.74 at the beginning of the period[15] Cash Flow - The net cash flow from operating activities was -¥434,183,588.55, an improvement of 6.77% compared to -¥465,688,797.00 in the same period last year[4] - The company reported a net cash outflow from operating activities of CNY -434,183,588.55, an improvement from CNY -465,688,797.00 in the previous year[19] - Cash and cash equivalents at the end of the period were CNY 1,683,184,344.07, compared to CNY 1,654,236,784.42 at the end of the previous year[19] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 90,097[10] - The total equity attributable to shareholders of the parent company rose to CNY 4,723,042,941.50, compared to CNY 4,614,436,630.71 at the start of the period[15] - The company achieved a basic and diluted earnings per share of CNY 0.0302, an increase from CNY 0.0192 in the same period last year[17] Research and Development - Research and development expenses increased to CNY 55,834,914.26, up from CNY 47,992,216.39 in the previous year, reflecting a focus on innovation[16] Future Outlook - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[16] Reporting and Compliance - The first quarter report has not been audited[20] - The new accounting standards will be implemented starting in 2025[20] - The financial statement items related to the first year of implementation will be adjusted accordingly[20] - The board of directors of Shanhe Intelligent Equipment Co., Ltd. issued the report on April 26, 2025[20]

Financial Performance - The company's operating revenue for 2024 was ¥7,118,789,731, a decrease of 1.53% compared to ¥7,229,299,885.98 in 2023[18] - The net profit attributable to shareholders for 2024 was ¥72,995,630.37, representing a significant increase of 46.03% from ¥49,986,927.59 in 2023[18] - The net cash flow from operating activities improved to ¥641,663,084.96, a remarkable increase of 223.33% compared to -¥520,279,264.93 in 2023[18] - Basic earnings per share for 2024 rose to ¥0.0679, up 46.02% from ¥0.0465 in 2023[18] - Total assets at the end of 2024 were ¥20,958,958,595.35, a slight increase of 0.32% from ¥20,891,162,290.01 at the end of 2023[18] - The net assets attributable to shareholders increased to ¥4,614,436,630.71, reflecting a growth of 0.49% from ¥4,591,906,776.44 in 2023[18] - The company reported a decrease in net profit after deducting non-recurring gains and losses, amounting to -¥117,672,368.48 in 2024, compared to -¥126,427,409.67 in 2023, indicating a 6.92% improvement[18] - The company reported a significant increase in sales revenue in emerging markets, with the Asia-Pacific market and African market sales revenue doubling year-on-year[65] Market and Industry Position - The company maintained a stable market position in hydraulic static pile drivers and open-pit drilling products, ranking first in the industry[31] - The international market expansion efforts have led to a continuous increase in overseas revenue, reflecting a shift from product export to industry globalization[29] - The engineering machinery industry is currently in an adjustment phase, but signs of recovery are emerging, particularly in excavators[28] - The engineering machinery segment contributed ¥5,792,399,487.60, accounting for 81.37% of total revenue, down 4.73% from the previous year[90] - The aviation business saw an increase of 11.18%, generating ¥1,013,702,283.15, which represented 14.24% of total revenue[91] - The international market revenue rose by 7.45% to ¥4,412,515,781.97, making up 61.98% of total revenue, while domestic revenue fell by 13.34% to ¥2,706,273,949.03[91] Research and Development - The company has established multiple innovation platforms, including a national recognized enterprise technology center and a provincial key laboratory, contributing to over 70 national and provincial projects[50] - The company employs nearly 900 dedicated R&D personnel, including 90 with senior titles and 4 doctoral advisors, fostering a strong innovation environment[52] - The company applied for a total of 233 patents in 2024, with 89 being inventions, accounting for 38.2% of the total; 177 patents were granted, including 56 inventions (2 PCT international patents included)[54] - The company launched 111 new product projects throughout the year, with 53 new projects initiated in 2024; 37 prototypes successfully rolled off the production line, and 21 products reached mass production status[56] - The company is committed to technological upgrades, emphasizing electrification, digitalization, and green transformation in the engineering machinery sector[29] Corporate Governance and Management - The company held one annual general meeting and five extraordinary meetings during the reporting period, ensuring transparency and participation from minority shareholders[142] - The board of directors held nine meetings, maintaining compliance with legal and regulatory requirements[144] - The company has established a performance evaluation and incentive mechanism linked to operational performance for senior management[146] - The company adheres to strict information disclosure practices, ensuring timely and accurate communication with investors[148] - The internal audit department supervises the company's internal controls and financial management[149] Environmental Compliance - The company has complied with 281 environmental laws and regulations, including 94 environmental standards[191] - The company has successfully passed multiple environmental impact assessments for its projects, including the recent phase of the industrial city project[191] - The company reported a total emission of 16.15 tons of particulate matter, which is within the regulatory limit according to the Comprehensive Emission Standard for Air Pollutants (GB16297-1996)[193] - The company invested CNY 340,000 in dust removal equipment for welding fume treatment during the first half of 2024[198] - The company has implemented an emergency response plan for environmental incidents, which was revised and approved by the Changsha Ecological Environment Bureau in October 2024[196] Employee Development and Training - The company has trained over 800 high-skilled talents and conducted various skill training activities, with participation exceeding 10,000 employees annually[68] - The company has implemented a comprehensive training system for various employee levels, focusing on skill enhancement and innovation to improve overall talent quality[178] - The total number of employees at the end of the reporting period is 5,108, comprising 2,541 from the parent company and 2,567 from major subsidiaries[175] - The professional composition includes 2,210 production personnel, 1,449 sales personnel, 885 technical personnel, 112 financial personnel, 136 administrative personnel, and 316 management personnel[176] Strategic Initiatives - The company plans to enhance its operational quality by focusing on three principles: production with orders, revenue with profits, and cash with profits[125] - The company aims to achieve full domestic substitution of core components by supporting local suppliers[137] - The company is actively pursuing carbon measurement technology research and carbon management platform development to enhance sustainability efforts[61] - The company is considering strategic acquisitions to enhance its product portfolio, with a budget of 500 million RMB allocated for potential deals[165] Risks and Challenges - The company faces risks including market demand fluctuations, intensified competition, and potential declines in the domestic construction machinery sector[4] - The company has identified political, market, and exchange rate risks as potential challenges to its operations[130][132][134] - Supply chain risks are influenced by the prices of raw materials like steel and energy, which are affected by international factors[136]

4月7日，全球工程机械盛会——Bauma 2025在德国慕尼黑开幕，山河智能以超强阵容亮相FN618/10展 位，展出25台高端设备，其中包括12款新品，电动化新品占比近50%，彰显了其对欧洲市场创新、可持 续发展和定制化解决方案的坚定承诺。 电动化是山河智能的重要战略之一，此次亮相德国宝马展的电动挖掘机系列包括SWE10FE、SWE20FE 等机型，兼具紧凑机身与强劲动力，零排放、超低噪的特性使其成为城市及室内工程的理想选择。 同时，全电动剪叉式/曲臂式高空作业平台进一步扩展了绿色设备矩阵，其中全新SWA18JE-P纯电动越 野曲臂式高空作业平台以锂电池、四轮驱动系统和摆动轴技术，诠释了"创新驱动绿色发展"。 "我们的电动设备在保证高性能的同时，正为行业树立可持续解决方案的新标杆。"山河智能欧洲子公司 负责人表示，"这些凝聚创新智慧的设备，彰显了我们对建设绿色未来的坚定承诺。" 针对欧美高端市场，山河智能定制开发了PRO系列旋挖钻机，此次亮相的包括全新推出的 SWDM85SW、SWDM135S和SWDM165S三款机型，工作深度覆盖13至24米，以精准性、可靠性和高效 性为核心设计理念。 此外，本次展出的展 ...

证券代码：002097 证券简称：山河智能 公告编号：2025-010 山河智能装备股份有限公司 2025 年第一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、本次股东大会无否决议案的情形； 2、本次股东大会无涉及变更以往股东大会已通过决议的情形； 3、本次股东大会采取现场投票与网络投票表决相结合的方式召开。 一、会议召开情况 山河智能装备股份有限公司（以下简称"公司"）2025 年第一次临时股东 大会（以下简称"本次股东大会"）以现场表决与网络表决相结合的方式召开。 1、本次股东大会现场会议于 2025 年 4 月 15 日（星期二）15:30 在公司总 部大楼 405 会议室召开。 二、会议的出席情况 1、股东出席的总体情况 公司总股本 1,074,617,264 股，出席本次大会现场会议的股东及股东代表和 参加网络投票的股东共 665 人，代表公司有表决权的股份数为 426,201,618 股， 占公司有表决权股份总数的 39.6608％。 公司董事、监事、高级管理人员和公司聘请的见证律师等相关人士通过现场 或通 ...

湖南启元律师事务所 关于 山河智能装备股份有限公司 2025年第一次临时股东大会的 法律意见书 二O二五年四月 致：山河智能装备股份有限公司 湖南启元律师事务所（以下简称"本所"）接受山河智能装备股份有限公司（以 下简称"公司"）的委托，指派本所律师出席了公司 2025 年第一次临时股东大会（以 下简称"本次股东大会"），对会议进行现场律师见证，并发表本法律意见。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证券法》、《上市公司股东大会规则》（以下简称"《股东大会规则》"）等 我国现行法律、法规、规范性文件以及《山河智能装备股份有限公司章程》（以下 简称"《公司章程》"）的有关规定出具本法律意见书。 本所律师出具本法律意见书基于公司已作出如下承诺：所有提供给本所律师 的文件的正本以及经本所律师查验与正本保持一致的副本均为真实、完整、可靠。 为出具本法律意见，本所律师依法审核了公司提供的下列资料： 1、刊登在深圳证券交易所网站（http://www.szse.cn）的与本次股东大会有关 的通知等公告事项； 2、出席会议的股东或其代理人的身份证明文件、持股证明文件、授权委托 ...

Core Insights - Company actively participated in the 2025 BMW exhibition in Munich, Germany, showcasing its rotary drilling rigs developed for the European market, securing over 100 million RMB in orders, indicating strong recognition and support for domestic engineering machinery in overseas markets [2][2][2] Company Overview - Company is a high-end equipment manufacturing enterprise primarily focused on engineering equipment and ranks among the top 50 global construction machinery manufacturers [2][2] - Core business includes engineering machinery, aviation equipment, special equipment, and rescue devices, with products exported to over 100 countries and regions, continuously increasing its overseas market share [2][2] Product Features - The showcased rotary drilling rigs meet Euro3, Euro5, and Tier4 emission standards, allowing for convenient and cost-effective transportation with drill rods [2][2] - The rigs can be equipped with various operational kits to accommodate different construction needs, such as large diameter drilling and low clearance operations [2][2] Market Dynamics - The European market is characterized by strong research and production capabilities in engineering machinery, with Italy, Switzerland, and Germany being leaders [2][2] - The current global trend of diversifying supply sources due to tariff disruptions presents both challenges and opportunities for domestic engineering machinery companies [2][2] Strategic Insights - The company's success in securing significant orders at the exhibition reflects its commitment to independent innovation and the importance of maintaining product autonomy in expanding international markets [2][2]

Core Insights - The bauma 2025 exhibition in Munich, Germany, showcases the latest developments and innovations in the global construction machinery industry, featuring over 3,500 exhibitors from 57 countries [1] - Leading Chinese companies such as SANY, Zoomlion, and CRCHI are prominently displaying their advanced machinery and technology, highlighting China's manufacturing strength [8][9] Group 1: Company Highlights - SANY's remote control experience area attracted significant attention, demonstrating the seamless operation of excavators from a distance, showcasing the company's innovative capabilities [3] - Zoomlion presented over 60 benchmark products across nine categories, integrating cutting-edge technologies like AI and big data into their solutions, which received positive feedback from international clients [3] - CRCHI unveiled the "Jianghai" shield machine, the largest domestically produced shield machine with a diameter of 16.64 meters, marking a breakthrough in China's large-diameter shield machine industry [4] Group 2: Global Expansion Strategies - XCMG's new SPA27J spider lift and its localized production strategy in Poland have enhanced its international presence, with a robust supply chain and growing customer base in Europe [6] - SANY has established a comprehensive marketing service network in Europe, including over 150 agents and 120 sales experts, reflecting its deep-rooted presence in the region [7] - Zoomlion is expanding its global footprint with 11 R&D and manufacturing bases overseas, over 400 international outlets, and a workforce of more than 6,300 overseas employees, significantly enhancing its global delivery and response capabilities [7] Group 3: Industry Trends - The participation of Chinese construction machinery companies in the bauma exhibition underscores their resilience and adaptability in navigating global economic uncertainties [8] - The continuous technological innovations and strategic global expansions of leading firms are reshaping the value landscape in the capital markets, showcasing China's ascent in high-end manufacturing [9]

Core Viewpoint - The upcoming BAUMA 2025 exhibition in Munich, Germany, will showcase the strength and innovation of the global engineering machinery industry, with a significant representation from Changsha's engineering machinery sector [1][11]. Group 1: Participation and Historical Context - Major companies from Changsha, including SANY Group, Zoomlion, CRCC, Sunward Intelligent, and XCMG, will participate in BAUMA 2025, marking their continued presence on the global stage [3][12]. - Sunward Intelligent made a remarkable debut at the BAUMA exhibition in 2007, showcasing a 1,000 square meter booth and introducing the world's first excavator loader, which highlighted China's innovative potential in engineering machinery [3][12]. - In 2016, Zoomlion presented 23 types of equipment, receiving significant attention for its CE-certified products, which enhanced Changsha's global reputation in the engineering machinery sector [4][14]. Group 2: Innovations and Product Offerings - The 2025 exhibition will feature over 50% new products from participating companies, including excavators, concrete machinery, and lithium battery forklifts, tailored to meet European market standards [16]. - Zoomlion will showcase nearly 70 high-end products, including a 32-meter concrete mixing pump truck with advanced smart support features [16][19]. - Sunward Intelligent will present 25 cutting-edge devices, with a focus on electric excavators and a new series of rotary drilling rigs developed for the European market [18]. Group 3: Industry Development and Ecosystem - The Changsha engineering machinery industry has evolved significantly since the 1960s, becoming a prominent manufacturing cluster recognized as a national advanced manufacturing industry cluster [21][22]. - Currently, the Changsha engineering machinery supply chain consists of 516 upstream and downstream enterprises, covering 85% of the national engineering machinery product varieties [23]. - The local ecosystem supports both leading enterprises and numerous small and medium-sized enterprises, fostering collaboration and innovation within the industry [24][25].