证券代码：002097 证券简称：山河智能 公告编号：2024-068 山河智能装备股份有限公司 关于持股 5%以上股东减持股份比例达到 1%的公告 股东何清华先生保证向本公司提供的信息内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 特别提示: 1、本次权益变动主要系持股 5%以上股东何清华先生减持公司股份,导致持 有公司股份减少，不触及要约收购。 2、本次权益变动不会导致公司控股股东及实际控制人发生变化。 3、本次权益变动后，何清华先生持有公司股份 87,106,098 股，持股比例为 8.11%，仍为公司持股 5%以上股东。 山河智能装备股份有限公司（以下简称"公司"）于 2024 年 9 月 10 日披露 了《关于持股 5%以上股东股份减持预披露公告》（公告编号：2024-052）。近 日公司收到大股东何清华先生出具的《关于股份减持比例达到 1%的告知函》， 何清华先生于 2024 年 10 月 18 日-2024 年 10 月 30 日期间，通过集中竞价方式 累计减持公司股份 9,886,497 股，占公司总股本的 0. ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥3,749,883,455.88, representing a 1.07% increase compared to ¥3,710,141,080.27 in the same period last year[2] - The net profit attributable to shareholders of the listed company was ¥47,752,728.90, a significant increase of 40.13% from ¥34,077,491.60 in the previous year[2] - Basic earnings per share increased by 40.26% to ¥0.0439 from ¥0.0313 in the previous year[3] Cash Flow - The net cash flow from operating activities improved to -¥816,353,113.16, a 45.50% reduction in losses compared to -¥1,497,920,782.69 in the same period last year[3] Assets and Equity - Total assets at the end of the reporting period were ¥21,623,201,151.23, reflecting a 5.12% increase from ¥20,569,922,031.24 at the end of the previous year[3] - The net assets attributable to shareholders of the listed company rose to ¥4,667,341,731.77, a 2.82% increase from ¥4,539,353,717.79 at the end of the previous year[3] Shareholder Information - The number of common shareholders at the end of the reporting period was 70,942[4] - The largest shareholder, Guangzhou Wanli Investment Holding Co., Ltd., holds 13.94% of the shares[4] - There were no changes in the controlling shareholder or actual controller during the reporting period[5] Dividend Policy - The company plans not to distribute cash dividends or issue bonus shares during this reporting period[1]

Financial Performance - The company's operating revenue for 2022 was ¥7,373,957,093.19, a decrease of 35.36% compared to ¥11,407,664,344.78 in 2021[13]. - The net profit attributable to shareholders for 2022 was -¥1,088,493,458.10, representing a decline of 454.82% from a profit of ¥306,776,365.38 in 2021[13]. - The net cash flow from operating activities was -¥1,563,785,450.23, a significant drop from ¥33,149,268.69 in the previous year, marking a decrease of 4,817.41%[13]. - The total operating revenue for the year was approximately CNY 7.37 billion, with quarterly revenues of CNY 1.66 billion, CNY 2.05 billion, CNY 1.70 billion, and CNY 1.97 billion respectively[17]. - The net profit attributable to shareholders for the year was a loss of approximately CNY 1.27 billion, with quarterly losses of CNY 48.98 million, CNY 83.06 million, CNY 131.44 million, and CNY 991.13 million respectively[17]. - The gross profit margin for the engineering machinery sector was 17.65%, down 4.45% from the previous year, with revenue decreasing by 35.08% and costs decreasing by 31.37%[48]. - The total comprehensive income for 2022 was a loss of CNY 940,129,912.47, compared to a profit of CNY 266,617,630.51 in 2021[181]. - The company reported a total loss of approximately ¥5.1 million from new investments and acquisitions during the reporting period[71]. Assets and Liabilities - The total assets at the end of 2022 amounted to ¥20,569,922,031.24, an increase of 7.07% from ¥19,211,655,916.89 at the end of 2021[13]. - The total liabilities reached CNY 14,200,439,548.56, compared to CNY 12,438,019,033.54 at the beginning of the year, reflecting an increase of approximately 14.2%[175]. - The company's total equity as of December 31, 2022, was CNY 4,932,832,616.62, down from CNY 5,527,239,494.56[179]. - The company's long-term borrowings increased significantly to CNY 5,585,984,317.23 from CNY 3,893,642,565.97, representing an increase of approximately 43.5%[175]. - The company's accounts receivable increased significantly to CNY 5,496,707,303.98 from CNY 4,454,455,416.53, marking an increase of approximately 23.4%[174]. Market Position and Strategy - The company maintained a stable market position in hydraulic static pile drivers and open-pit drilling products, ranking first in the industry, while rotary drilling rigs ranked in the top three[22]. - The engineering machinery industry is currently experiencing a cyclical adjustment, with domestic market demand weakening, but exports have significantly increased, partially offsetting domestic declines[21]. - The company is focusing on strategic innovation and expanding its presence in the equipment manufacturing sector, particularly in engineering, special, and aviation equipment[23]. - The company has adopted a strategic positioning of "one point three lines" and "one body two wings" to enhance its competitive edge in the market[23]. - The company aims to enhance its core competitiveness and expand into overseas markets, targeting quality improvement and reasonable growth in 2023[74]. Research and Development - In 2022, the company applied for a total of 265 patents, including 59 invention patents, demonstrating its commitment to technological advancement[30]. - The company reported a significant focus on innovation, establishing multiple research and development centers, including a national-level technology center and a provincial engineering research center[28]. - The company achieved a breakthrough in automatic driving technology, applying it to intelligent logistics robots and intelligent drilling machines[31]. - Research and development investments have increased by 30%, focusing on advanced machinery and automation technologies[104]. Environmental and Social Responsibility - The company has implemented measures to protect the environment, achieving ISO 14001:2015 certification for its environmental management system, and has focused on reducing emissions during the manufacturing process[133]. - The company donated a total of 310,000 yuan in 2022 for various social welfare activities, including emergency rescue efforts and support for education, benefiting over 800 students with nearly 4 million yuan in scholarships[134]. - The company is classified as a key pollutant discharge unit by environmental protection authorities[124]. - The company processed wastewater with a total COD emission of 1.11 tons, significantly below the approved limit of 61.286 tons[127]. Governance and Management - The company adheres to strict governance practices, ensuring compliance with relevant laws and regulations, and maintaining transparency in operations[82]. - The company has established a performance evaluation and incentive mechanism for its management team, linking compensation to operational performance to promote high-quality development[88]. - The company completed a board election, resulting in the departure of several directors and senior management personnel on July 14, 2022[94]. - The current Chairman, Jing Guangjun, has a background in engineering and has held various significant positions in government and industry, indicating strong leadership capabilities[96]. Future Outlook - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 25% based on current market trends[104]. - New product launches are expected to contribute an additional 300 million yuan in revenue, with a focus on innovative technologies in the construction equipment sector[104]. - The company plans to implement new marketing strategies aimed at increasing brand awareness, with a budget allocation of 50 million yuan for the upcoming year[104].

第四次会议决议 山河智能装备股份有限公司（以下简称"公司"）第八届董事会独立董事专门 会议第四次会议通知于 2024 年 10 月 22 日以通讯送达的方式发出，于 2024 年 10 月 29 日以通讯会议方式召开。会议应到独立董事 4 人，实到独立董事 4 人。经半数 以上独立董事推举，本次会议由独立董事石水平先生主持。本次会议的召开符合《上 市公司独立董事管理办法》《公司章程》等有关规定。 山河智能装备股份有限公司 第八届董事会独立董事专门会议 经核查，公司 2024 年遵循市场原则，根据市场变化结合行业情况，适当调节销 售生产进度，导致日常关联交易实际发生额与预计金额存在差异，属于正常经营行 为。上述差异不会对公司日常经营产生影响，不存在损害公司及全体股东特别是中 小股东利益的情形。 公司 2024 年新增日常关联交易预计的事项，符合公司生产经营发展需要，关联 交易定价参考市场价格确定，定价公允，关联交易合同是建立在平等自愿的基础上 签署的，没有违反相关法律法规及公司相关制度的规定，不存在损害公司、股东特 别是中小股东利益的情形，不会影响公司的独立性，也不会对公司持续经营能力产 生不利影响。因此，同意 ...

证券代码：002097 证券简称：山河智能 公告编号：2024-061 山河智能装备股份有限公司 第八届董事会第十九次会议决议公告 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。 山河智能装备股份有限公司（以下简称"公司"）第八届董事会第十九次会议 通知于 2024 年 10 月 22 日以通讯送达的方式发出，于 2024 年 10 月 29 日 15:00 在 公司总部大楼 405 会议室以现场结合通讯会议方式召开。会议应到董事 10 人，实到 董事 10 人。公司董事长付向东先生主持会议。会议的召开符合《中华人民共和国公 司法》《公司章程》《董事会议事规则》等相关规定，会议合法有效。 本次会议经投票表决，通过如下决议： 一、会议以同意 10 票、反对 0 票、弃权 0 票的表决结果审议通过了《2024 年 第三季度报告》； 本报告已经公司第八届董事会审计委员会第十二次会议审议通过。 【具体内容详见公司指定信息披露网站巨潮资讯网 http://www.cninfo.com.cn】 四、会议以同意 10 票、反对 0 票、弃权 0 票的表决结果审议通过了《关于 ...

Financial Performance - The total revenue for 2023 was approximately ¥7.23 billion, a decrease of 1.96% compared to ¥7.37 billion in 2022[11]. - The net profit attributable to shareholders was approximately ¥49.99 million, a significant recovery from a loss of ¥1.09 billion in the previous year, marking a 104.59% increase[11]. - Basic earnings per share for 2023 were ¥0.0465, compared to a loss of ¥1.0012 per share in 2022, reflecting a 104.64% increase[11]. - The total comprehensive income for 2023 was approximately ¥50.73 million, a recovery from a total comprehensive loss of approximately ¥940.13 million in 2022[179]. - The company reported a significant increase in other equity investment by 208.93% to ¥3,828,652.78 from ¥1,239,337.56, mainly due to new equity investments made during the period[52]. - The company achieved total revenue of 7.23 billion yuan in 2023, a slight decrease of 1.96% year-on-year, with overseas market revenue reaching 4.11 billion yuan, an increase of 27.66%, accounting for approximately 56.80% of total revenue[46]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion RMB for the fiscal year, representing a 20% year-over-year growth[102]. - The company reported a revenue increase of 15% year-over-year, reaching 1.2 billion RMB in 2023[105]. Cash Flow and Investments - The net cash flow from operating activities improved to approximately -¥520.28 million, a 66.73% improvement from -¥1.56 billion in 2022[11]. - The company reported a net cash flow from operating activities of CNY 924.67 million in Q4, contrasting with negative cash flows in the first three quarters[15]. - Investment activities generated a net cash inflow of ¥18,055,257.87, a turnaround from a net outflow in the previous year, reflecting increased returns from asset disposals[61]. - Cash flow from operating activities decreased by 3.90% to ¥6,583,283,979.56 in 2023, while cash outflow decreased significantly by 15.58%[61]. - The total cash and cash equivalents at the end of 2023 increased to 1,796,541,989.75 CNY from 1,668,792,057.82 CNY at the end of 2022, reflecting a growth of approximately 7.7%[182]. Assets and Liabilities - The total assets at the end of 2023 were approximately ¥20.89 billion, an increase of 1.56% from ¥20.57 billion at the end of 2022[11]. - The company's total liabilities reached CNY 8,642,167,252.64, a decrease from CNY 8,996,217,225.33, showing a reduction of about 3.93%[175]. - The company's total equity at the end of 2023 is CNY 4,949,414,944.58, a decrease from CNY 5,527,239,494.56 at the end of 2022, reflecting a reduction of approximately 10.5%[186]. - The company's accounts receivable increased to CNY 5,956,299,283.76, representing 28.51% of total assets, an increase of 1.79% compared to the beginning of the year[65]. Research and Development - The company has established a technology center with over 800 dedicated R&D personnel, including more than 90 senior professionals and 4 doctoral advisors, enhancing its innovation capabilities[33]. - In 2023, the company applied for 266 patents, with 93 being invention patents, marking a significant commitment to technological advancement and innovation in the engineering machinery sector[34]. - R&D investment amounted to ¥323,918,703.43 in 2023, a slight increase of 1.08% from ¥320,443,410.57 in 2022, representing 4.48% of operating revenue[60]. - The company completed the development and production of three models of high-performance hydraulic rock drilling machines, with one model already sold and another undergoing industrial testing[58]. Market Position and Strategy - The company maintained a stable market position in hydraulic static pile drivers and open-pit drilling products, ranking first in the industry[20]. - The international market expansion efforts have led to a steady increase in export revenue, with a growing share of overseas business[19]. - The strategic positioning includes a focus on innovation and development across engineering, special, and aviation equipment sectors[24]. - The company aims to enhance its core competitiveness through continuous technological innovation and the development of advanced products, focusing on overcoming critical challenges in the industry[34]. Governance and Compliance - The company has a structured governance framework in place, ensuring compliance with relevant laws and regulations, and maintaining the rights of shareholders and stakeholders[84]. - The company has implemented a comprehensive internal audit system to monitor financial status and compliance with regulations[88]. - The company has a transparent information disclosure process, adhering to regulations and ensuring timely and accurate communication with investors[88]. - The company has established a performance evaluation and incentive mechanism for senior management, linking their compensation to operational performance[87]. Environmental Responsibility - The company has complied with 249 environmental-related laws and regulations, including 90 environmental standards[126]. - The company has invested 8.15 million RMB in VOCs control measures and completed on-site remediation by September 30, 2023[132]. - The company has developed an environmental self-monitoring plan in compliance with national standards, focusing on organized and unorganized emissions[131]. - The company has established a standard hazardous waste storage area, ensuring compliance with pollution control standards[130]. Social Responsibility - In 2023, the company donated 66,000 yuan for disaster relief and provided educational support, including 3,550 books and sports equipment to 12 classrooms[136]. - The company purchased 152,000 pounds of Jiangyong pomelo and 34,000 pounds of Gutian oil tea to support local agricultural development, totaling nearly 700,000 yuan in purchases from poverty-stricken areas[137]. - The company has integrated social responsibility into its development framework, focusing on win-win cooperation and value creation with stakeholders[134]. Future Outlook - The company provided guidance for the next fiscal year, projecting a revenue growth of 25% and aiming for 1.875 billion RMB[102]. - The company plans to implement a strategy of "five reductions" (reducing risks, receivables, inventory, investment, and costs) and "five transformations" (institutional, project-based, node-based, capitalized, and international) to improve operational quality[77]. - The company aims to expand its international business by establishing subsidiaries in Brazil and the Middle East, while strengthening its presence in Russia, Europe, North America, and South America[77].

证券代码：002097 证券简称：山河智能 公告编号：2024-067 山河智能装备股份有限公司 关于召开 2024 年第五次临时股东大会的通知 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误 导性陈述或重大遗漏。 山河智能装备股份有限公司（以下简称"公司"或"本公司"）董事会决定 召集 2024 年第五次临时股东大会。根据《公司章程》，本次股东大会采用现场 投票、网络投票相结合的方式，有关大会召开具体事项如下： 一、召开会议的基本情况 （一）股东大会届次：2024 年第五次临时股东大会 （二）股东大会的召集人：公司董事会 （三）会议召开的合法、合规性：公司于 2024 年 10 月 29 日召开第八届董 事会第十九次会议，审议通过了《关于召开 2024 年第五次临时股东大会的议案》， 会议的召集、召开符合相关法律、行政法规、部门规章、规范性文件、深圳证券 交易所业务规则及《公司章程》的规定。 （四）会议召开的日期、时间： 1、现场会议召开时间：2024 年 11 月 15 日（星期五）15:30 2、网络投票时间：2024 年 11 月 15 日 网 络 投 票 系 统 包 括 ...

Financial Performance - Total assets increased by 10.87% to CNY 19.21 billion at the end of 2021 compared to CNY 17.33 billion at the end of 2020[3] - Operating revenue for 2021 reached CNY 11.41 billion, a growth of 22.59% from CNY 9.31 billion in 2020[3] - Net profit attributable to shareholders decreased by 42.67% to CNY 306.78 million in 2021 from CNY 535.13 million in 2020[3] - The net cash flow from operating activities dropped significantly by 98.16% to CNY 33.15 million in 2021 compared to CNY 1.80 billion in 2020[3] - The company reported a basic earnings per share of CNY 0.2821, down 43.33% from CNY 0.4978 in 2020[3] - In the first quarter of 2021, operating revenue was CNY 3.32 billion, while the fourth quarter saw a decline to CNY 2.31 billion[4] Market Position - The company’s market position in the engineering machinery sector is strengthening, with domestic brands gaining market share as foreign brands decline[2] - The aviation equipment and services sector presents significant growth opportunities in both public transport and general aviation markets[2] Shareholder Information - The top shareholder, Guangzhou Wanli Investment Holding Co., Ltd., holds 13.94% of the shares, indicating a concentrated ownership structure[6] - The actual controller of Sunward is the Guangzhou Municipal Government, holding a 90% stake[7] - Guangzhou Industrial Investment Holding Group Co., Ltd. and Guangzhou Wanli Group Co., Ltd. each hold a 100% stake in Sunward[7] - Guangzhou Wanli Investment Holding Co., Ltd. holds a 99.96% stake in Sunward[7] - Guangzhou Hengyi Investment Development Partnership (Limited Partnership) holds a 13.94% stake in Sunward[7] Dividends and Financial Matters - The company has not proposed any cash dividends or stock bonuses for the reporting period[1] - The company reported no significant matters in the annual report[7] - There are no outstanding bonds as of the date of the annual report approval[7]

Financial Performance - The company's operating revenue for the first half of 2024 was CNY 3,641,259,685.92, representing a decrease of 2.90% compared to CNY 3,749,883,455.88 in the same period last year[12]. - The net profit attributable to shareholders of the listed company was CNY 34,136,043.12, a decline of 28.51% from CNY 47,752,728.90 in the previous year[12]. - The basic earnings per share decreased by 27.56% to CNY 0.0318 from CNY 0.0439 in the previous year[12]. - The company's revenue for the reporting period was approximately ¥3.64 billion, a decrease of 2.90% compared to ¥3.75 billion in the same period last year[34]. - The company's operating costs decreased by 4.66% to approximately ¥2.67 billion from ¥2.80 billion year-on-year[34]. - The net profit for the first half of 2024 was CNY 18,687,319.58, down 61.9% from CNY 49,024,392.78 in the first half of 2023[108]. - The total comprehensive income for the first half of 2024 was CNY 21,524,794.08, down from CNY 124,245,283.97 in the same period of 2023[109]. Cash Flow and Assets - The net cash flow from operating activities improved significantly to CNY 79,960,824.34, compared to a negative cash flow of CNY -816,353,113.16 in the same period last year, marking an increase of 109.79%[12]. - The net increase in cash and cash equivalents was approximately ¥72.17 million, a decrease of 85.04% from ¥482.35 million in the same period last year[36]. - Total assets at the end of the reporting period were CNY 21,329,352,604.48, reflecting a growth of 2.10% from CNY 20,891,162,290.01 at the end of the previous year[12]. - The total amount of accounts receivable increased to ¥6,733,464,863.75, representing 31.57% of total assets, up from 28.51% last year[40]. - The total liabilities increased to CNY 16.59 billion from CNY 16.13 billion, an increase of about 2.9%[104]. Research and Development - Research and development expenses amounted to approximately ¥128.89 million, a decrease of 12.56% compared to ¥147.41 million in the previous year[36]. - The company applied for a total of 58 patents in the first half of 2024, with 17 of them being inventions, accounting for 29.31%[24]. - The company achieved a 42% reduction in new product development cycle and a 63% improvement in single product drawing efficiency through the establishment of a digital R&D platform[26]. - The company has established several innovation platforms, including a national recognized enterprise technology center and a key laboratory for energy-saving technologies[20]. Market and Product Strategy - The company focuses on three main areas: engineering equipment, special equipment, and aviation equipment, with a strategic emphasis on innovation and development in these sectors[17]. - The main products include hydraulic excavators, rotary drilling rigs, aerial work platforms, and emergency rescue equipment, catering to various industries such as construction and mining[17]. - The aviation segment, through its subsidiary Avmax, operates over 100 aircraft and provides services including aircraft leasing, sales, and maintenance[17]. - The company aims to enhance its core competitiveness by focusing on key technologies and building a reliable industrial chain during the 14th Five-Year Plan period[19]. Environmental and Social Responsibility - The company has completed the reapplication for its pollutant discharge permit, valid from November 21, 2023, to November 20, 2028[58]. - The company reported a total emission of 10.97 tons of particulate matter, which is within the allowed limits[58]. - The company has made significant investments in environmental protection measures, including the completion of various environmental impact reports[57]. - The company engaged in various social responsibility activities, including donations to schools and participation in emergency rescue operations, contributing a total of 3.34 million ml of blood during voluntary blood donation campaigns[67]. Governance and Compliance - The company has faced challenges and risks, which are detailed in the report, and it emphasizes the importance of risk awareness for investors[2]. - The company reported no significant asset or equity sales during the reporting period[47][48]. - The company has identified 281 environmental laws and regulations relevant to its operations, ensuring compliance with industry standards[57]. - The company reported no administrative penalties related to environmental issues during the reporting period, reflecting effective compliance measures[64]. Shareholder and Equity Information - The company plans not to distribute cash dividends or issue bonus shares for this reporting period[2]. - The number of ordinary shareholders at the end of the reporting period was 91,499, with the largest shareholder holding 14.11% of the shares[92]. - The registered capital of the company has been reduced to RMB 1,074,617,264 after the cancellation of 12,595,201 repurchased shares[122]. - The total equity attributable to shareholders decreased by CNY 12,595,201, resulting in a total equity of CNY 4,580,499,988.25 at the end of the period[113].

关于山河智能装备股份有限公司 前期差错更正专项说明的鉴证报告 XYZH/ 2024GZAA6B0593 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： 我们接受委托，对后附的山河智能装备股份有限公司（以下简称山河智能）前期差 错更正专项说明（以下简称专项说明）执行鉴证业务。 按照《企业会计准则第28号—会计政策、会计估计变更和差错更正》、中国证券监 督管理委员会《公开发行证券的公司信息披露编报规则第19号—财务信息的更正及相关披 露》等相关规定编制，并保证专项说明的内容真实、准确和完整，且不存在任何虚假记载、 误导性陈述或重大遗漏是山河智能管理层的责任。 我们的责任是在执行鉴证工作的基础上，对专项说明发表鉴证结论。我们按照《中国 注册会计师其他鉴证业务准则第3101号—历史财务信息审计或审阅以外的鉴证业务》的规 定执行了鉴证业务。该准则要求我们遵守职业道德规范，计划和实施鉴证工作。在执行鉴 证工作的过程中，我们实施了询问、检查、重新计算 等我们认为必要的鉴证程序。我们相 信，我们的鉴证工作为发表意见提供了合理的基础。 我们按照《中国注册会计师审计准则第1153号—前任注册会计师和后任注册会计师 ...