证券代码：002255 证券简称：海陆重工 公告编号：2025-036 苏州海陆重工股份有限公司 2025 年第一次临时股东大会决议公告 互联网投票时间为：2025 年 9 月 12 日上午 9:15 至下午 15:00 期间的任何时 间。 2、会议召开地点：江苏省张家港市东南大道一号公司会议室。 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： 一、本次股东大会未出现否决提案的情形。 二、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： 1、会议召开时间： （1）现场会议召开时间：2025 年 9 月 12 日 14:30 （2）网络投票时间： 交易系统投票时间为：2025 年 9 月 12 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00； 3、会议召开方式：本次股东大会采取现场表决与网络投票相结合的方式。 4、会议召集人和主持人：本次会议由公司董事会召集，公司董事长徐元生 先生主持。 5、出席本次会议的股东共计 551 名，代表股份数 206,780,998 股，占公司有 表决权股份总数的 ...

关 于 苏州海陆重工股份有限公司 2025 年第一次临时股东大会 法律意见书 国浩律师（上海）事务所 上海市静安区山西北路 99 号苏河湾中心 25-28 楼 邮编：200040 25-28th Floor, Suhe Center, No. 99 North Shanxi Road, Shanghai 200040, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5234 1670 网址/Website: http://www.grandall.com.cn 2025 年 9 月 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于苏州海陆重工股份有限公司 2025 年第一次临时股东大会法律意见书 致：苏州海陆重工股份有限公司 苏州海陆重工股份有限公司（以下简称"公司"）2025 年第一次临时股东大 会于 2025 年 9 月 12 日召开。国浩律师（上海）事务所（以下简称"本所"）经公 司聘请，委派律师出席见证公司 2025 年第一次临时股东大会（以下简称"本次 股东大会"）。 本所律师根据《证券法》第一百六十三条的要求，按照律师行业公认的业务 标 ...

Financial Performance - In the first half of 2025, the company reported operating revenue of 1.032 billion yuan, a year-on-year decrease of 10.44% [1] - The net profit attributable to shareholders was 191 million yuan, an increase of 50.03% year-on-year [1] - The net profit after deducting non-recurring gains and losses was 184 million yuan, reflecting a year-on-year growth of 56.29% [1] - Basic earnings per share were 0.23 yuan [1] Profitability Metrics - The gross profit margin for the first half of 2025 was 30.32%, up by 6.74 percentage points year-on-year [1] - The net profit margin was 18.55%, an increase of 7.73 percentage points compared to the same period last year [1] Expense Management - Total operating expenses for the first half of the year were 102 million yuan, a decrease of 21.23 million yuan compared to the previous year [1] - The expense ratio was 9.90%, down by 0.81 percentage points year-on-year [1] - Sales expenses decreased by 2.90%, management expenses decreased by 4.31%, R&D expenses decreased by 26.05%, and financial expenses decreased by 69.51% [1] Executive Compensation - The chairman, Xu Yuansheng, received a salary of 980,000 yuan in 2024, while the president, Xu Ran, earned 1.38 million yuan [3] - Xu Yuansheng has a background in various leadership roles within the company and related entities [3] Company Overview - The company achieved operating revenue of 2.789 billion yuan in 2024, a slight decrease of 0.23% year-on-year [5] - The net profit attributable to shareholders was 377 million yuan, reflecting a year-on-year increase of 10.86% [5] - The company specializes in manufacturing industrial waste heat boilers, large and special material pressure vessels, and nuclear safety equipment, as well as environmental remediation services [5]

Group 1 - On September 1, 2025, Hailu Heavy Industry executed a block trade of 380,000 shares, with a transaction value of 3.2072 million yuan, accounting for 1.26% of the total trading volume for that day [1] - The transaction price was 8.44 yuan per share, which represents a discount of 1.97% compared to the market closing price of 8.61 yuan [1]

Core Insights - Company reported a total revenue of 1.032 billion yuan for the first half of 2025, with a net profit attributable to shareholders of 191 million yuan, representing an increase of 63.83 million yuan or 50.03% year-on-year [1] Financial Performance - Operating cash flow net inflow was 141 million yuan [1] - Latest debt-to-asset ratio stands at 36.87%, a decrease of 3.26 percentage points from the previous quarter and a decrease of 3.77 percentage points year-on-year [3] - Gross profit margin is 30.32%, up 1.15 percentage points from the previous quarter and up 6.74 percentage points year-on-year [3] - Return on equity (ROE) is 4.56%, an increase of 1.21 percentage points year-on-year [3] - Diluted earnings per share (EPS) is 0.23 yuan, an increase of 0.08 yuan or 52.08% year-on-year [3] - Total asset turnover ratio is 0.15 times, and inventory turnover ratio is 0.42 times [3] Shareholder Structure - The number of shareholders is 87,900, with the top ten shareholders holding 260 million shares, accounting for 31.29% of total equity [3] - The largest shareholder is Xu Yuansheng with a holding of 11.5% [3]

Core Viewpoint - The company announced its semi-annual distribution plan for 2025, proposing a cash dividend of 0.55 yuan per 10 shares, which represents a total cash payout of approximately 40.34 million yuan, accounting for 21.07% of its net profit [4]. Financial Performance - The company reported a revenue of 1.032 billion yuan for the first half of 2025, reflecting a year-on-year decline of 10.44%. However, net profit increased by 50.03% to 191 million yuan, with basic earnings per share at 0.2304 yuan [1]. Capital Flow - The stock experienced a net inflow of 58.31 million yuan in main funds today, while the net outflow over the past five days was 10.60 million yuan [2]. Margin Trading - The latest margin trading balance for the stock stands at 161 million yuan, with an increase of 26.20 million yuan over the past five days, marking a growth rate of 19.49% [3]. Industry Comparison - Among the 24 companies in the power equipment sector that announced their semi-annual distribution plans for 2025, the highest cash payout was from Ningde Times at 4.568 billion yuan, followed by Samsung Medical and Hengdian East Magnetic with payouts of 679 million yuan and 609 million yuan, respectively [3].

Core Viewpoint - The company reported a decline in revenue for the first half of 2025, while net profit showed significant growth compared to the previous year [1] Financial Performance - The company achieved operating revenue of 1.032 billion yuan, a year-on-year decrease of 10.44% [1] - The net profit attributable to shareholders was 191 million yuan, reflecting a year-on-year increase of 50.03% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 184 million yuan, up 56.29% year-on-year [1] - Basic earnings per share were 0.2304 yuan [1] Dividend Distribution - The company proposed a cash dividend of 0.55 yuan (including tax) for every 10 shares to all shareholders [1]

Core Viewpoint - The external guarantee management measures of Suzhou Hailu Heavy Industry Co., Ltd. aim to standardize external guarantee behavior, ensuring the protection of investors' legal rights and the safety of company assets [2] Group 1: Definition and Scope - External guarantees refer to the company providing guarantees, asset pledges, and other forms of security for third parties using its own assets or credit [2] - The measures apply to the company and its controlling subsidiaries, with controlling subsidiaries required to follow the same regulations [2] Group 2: Principles and Risk Control - The company must adhere to principles of legality, prudence, mutual benefit, and safety while strictly controlling guarantee risks [3] - External guarantees must require the counterparty to provide a counter-guarantee, ensuring the counterparty has the actual ability to bear the responsibility [3] Group 3: Approval Process - External guarantee matters must be approved by the board of directors or the shareholders' meeting, requiring a majority of directors and two-thirds of independent directors' consent [4] - The approval process includes a written application and due diligence report submitted by the functional department, which must be reviewed by the general manager before being presented to the board [4][5] Group 4: Disclosure Obligations - The company must disclose the total amount of external guarantees and any significant changes in the guarantee status in a timely manner [15][16] - If the guaranteed party fails to fulfill repayment obligations or faces bankruptcy, the company must disclose this information promptly [16] Group 5: Responsibilities and Penalties - The board of directors is responsible for monitoring guarantee activities and must take corrective actions in case of violations [12] - Individuals who fail to perform their duties in managing guarantees may face disciplinary actions, including warnings or dismissal [12][29]

Core Points - The independent director system aims to enhance the corporate governance structure of Suzhou Hailu Heavy Industry Co., Ltd. and strengthen the supervision of the board and management to protect the rights of minority shareholders [2][3] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [3][4] Summary by Sections - **Independence Requirements**: Independent directors must maintain independence and not be influenced by major shareholders or related parties [3][4] - **Work Commitment**: Independent directors are required to work at least 15 days per year on-site and must attend board meetings to understand the company's operations [4][5] - **Composition of the Board**: The number of independent directors must be at least one-third of the total board members, including at least one accounting professional [4][5] - **Qualifications**: Independent directors must meet specific qualifications, including legal and financial knowledge, and have at least five years of relevant work experience [5][6] - **Nomination and Election**: Independent directors can be nominated by the board, audit committee, or shareholders holding more than 1% of the company's shares [7][8] - **Term Limits**: Independent directors serve the same term as other board members, with a maximum of six consecutive years [8][9] - **Duties and Powers**: Independent directors have special rights, including hiring external consultants and proposing meetings, to ensure they can fulfill their roles effectively [11][12] - **Committees**: The board has several committees, including audit, nomination, and compensation committees, with independent directors holding a majority in these committees [12][13] - **Reporting**: Independent directors must submit annual reports detailing their attendance and participation in board activities [18][20] - **Support and Compensation**: The company must provide necessary support for independent directors to perform their duties and may offer compensation, which must be disclosed [20][21] - **Amendments to the System**: The independent director system can be amended by the shareholders' meeting in accordance with changes in laws or company articles [22][23]

Core Points - The company establishes a decision-making system for related party transactions to ensure fairness and legality in its dealings with related parties [2][3] - The internal control of related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2][3] - The company must ensure that related party transactions do not harm the interests of the company and its shareholders, especially minority shareholders [3][4] Summary by Sections General Principles - The company formulates this system based on relevant laws and regulations, including the Company Law and the Listing Rules of the Shenzhen Stock Exchange [2] - Related party transactions must be priced fairly, with compliance in the review process and information disclosure [2][3] Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons with specific relationships to the company [3][4] - The company must maintain a list of related parties and their relationships, updated regularly [4][5] Decision-Making Authority for Related Transactions - Shareholder meetings must review transactions exceeding 5% of net assets, while the board of directors reviews transactions over 300,000 yuan with related entities [6][7] - The general manager can approve transactions below 30,000 yuan or those that do not exceed specified thresholds [7][8] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties unless specific conditions are met [7][8] - Guarantees for related parties require approval from non-related directors and must be disclosed to shareholders [8][9] Review and Disclosure of Related Transactions - The board of directors must conduct a thorough review of related transactions, considering necessity, reasonableness, and pricing [20][21] - Detailed disclosure of related transactions is required, including transaction amounts and pricing policies [36][37] Daily Related Transactions - Daily transactions must be estimated and disclosed, with specific procedures for significant changes or renewals [30][31] - The company must report on the execution of daily related transactions in its annual and semi-annual reports [31][32] Financial Services Agreements - Financial services agreements with related financial companies must be reviewed and disclosed, ensuring compliance with regulatory standards [23][24] - The company must conduct risk assessments and disclose any potential risks associated with these agreements [24][25] Joint Investments and Asset Transactions - Joint investments with related parties must be calculated based on the investment amounts and disclosed accordingly [29][30] - Asset purchases from related parties require shareholder approval if the transaction price exceeds certain thresholds [54][55] Compliance and Enforcement - The decision-making system is binding on the company, its board, and management, ensuring adherence to laws and regulations [62][63] - The system takes effect upon approval by the shareholder meeting, with the board responsible for its interpretation [65][66]