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。 一、本次对外投资概述 为满足未来业务发展需要，山东矿机集团股份有限公司（以下简称"公司"） 以自有资金出资650万元人民币，与山西恒汇液压高科有限公司（以下简称"山 西恒汇"）共同设立控股子公司大同华信恒汇科技有限公司（以下简称"华信恒 汇"）。 证券代码：002526 证券简称：山东矿机 公告编号：2025-037 山东矿机集团股份有限公司 根据《深圳证券交易所股票上市规则》、《深圳证券交易所上市公司自律监 管指引第1号——主板上市公司规范运作》及《公司章程》等相关规定，本次对 外投资事项不构成关联交易，亦不构成《上市公司重大资产重组管理办法》规定 的重大资产重组。本次对外投资额度在董事长审批权限内，无需提交董事会及股 东大会审议。 二、交易对手方情况 关于对外投资设立控股子公司并完成工商登记的公告 名称：山西恒汇液压高科有限公司 统一社会信用代码：91140303779570727X 类型：有限责任公司（自然人投资或控股） 住所：山西省阳泉市矿区五矿聂家庄 法定代表人：王卫英 注册资本：壹仟壹佰贰拾贰万贰仟叁 ...

Core Viewpoint - Shandong Mining Machinery plans to invest 6.5 million yuan to establish a joint venture with Shanxi Henghui Hydraulic High-Tech Co., Ltd, indicating a strategic move to expand its business operations in the hydraulic technology sector [1] Group 1: Company Investment - The company will contribute 6.5 million yuan of its own funds to the joint venture [1] - The registered capital of the new subsidiary, Datong Huaxin Henghui Technology Co., Ltd, is set at 10 million yuan [1] - Shandong Mining Machinery will hold a 65% stake in the new company, while Shanxi Henghui will own 35% [1] Group 2: Joint Venture Details - The joint venture is named Datong Huaxin Henghui Technology Co., Ltd [1] - Shanxi Henghui will invest 3.5 million yuan in the joint venture [1]

Group 1 - The company Shandong Mining Machinery reported that as of September 10, the number of shareholders is approximately 135,000 [2]

（文章来源：证券日报） 证券日报网讯山东矿机9月11日在互动平台回答投资者提问时表示，截至9月10日的股东人数约有13.5 万。 ...

Core Viewpoint - The financial performance of Shandong Mining Machinery Group Co., Ltd. has declined due to decreased demand in the coal machinery industry and intensified competition, leading to significant revenue drops in both coal machinery and gaming sectors [1][3][5]. Financial Performance - The company's operating revenue for the reporting periods was 228,563.89 million, 240,499.84 million, and 237,995.23 million, reflecting a decline attributed to reduced demand for coal mining equipment [1][19]. - The net profit for 2024 was 12,358.52 million, down 28.71% from 2023, with a further decline in the first half of 2025 [19][21]. - The company's accounts receivable increased significantly, with balances of 98,833.36 million, 121,939.30 million, and 152,341.99 million, indicating challenges in cash flow management [2][5]. Industry Context - The coal machinery industry is experiencing a cyclical downturn, with the last peak in investment occurring in 2012-2013, followed by a decline due to falling coal prices and supply-side reforms [13][18]. - The coal machinery market size reached 1,350 billion in 2022, with a compound annual growth rate of approximately 16% from 2016 to 2022, but is now entering an adjustment phase [13][18]. - The competition in the coal machinery sector is intensifying, with larger state-owned enterprises dominating the market, while smaller companies like Shandong Mining Machinery face significant challenges [16][17]. Business Segments - The company's main business segments include coal machinery and intelligent bulk material conveying equipment, both of which are closely tied to the performance of the coal and mining industries [12][15]. - The intelligent bulk material conveying equipment sector is expected to grow due to increased demand from various industries, including ports and power plants, driven by national strategies like the Belt and Road Initiative [15][19]. Gaming Sector - The company's gaming business has seen a drastic revenue decline, with income dropping from 23,940.51 million to 1,837.13 million, reflecting broader industry challenges and regulatory pressures [3][6]. - The acquisition of Beijing Linyou Interactive Technology Co., Ltd. in 2017 has not yielded the expected financial returns, with significant goodwill impairment recorded [3][7]. Cash Flow and Receivables - The net cash flow from operating activities has fluctuated significantly, with negative figures in some periods due to delayed payments and reliance on bill discounting [2][5]. - The high proportion of accounts receivable over one year indicates potential liquidity issues, with the company needing to address credit policies and collection efficiency [5][6].

Core Viewpoint - Shandong Mining Machinery Group Co., Ltd. is planning to issue A-shares to specific investors, aiming to raise up to 3 billion RMB, amidst various operational and market risks in the coal machinery industry [1][2][3]. Company Overview - Shandong Mining Machinery Group was established on December 3, 1999, with a registered capital of 1,782.79 million RMB [10]. - The company primarily manufactures coal mining machinery and related equipment, contributing significantly to the coal mining sector [12][15]. Financial Performance - The company's revenue for recent periods was reported as follows: 2,404.9984 million RMB, 2,697.5725 million RMB, and a decline in net profit by 35.51% and 60.48% in 2024 and the first half of 2025 respectively [2][3]. - The gross profit margin has shown a downward trend, recorded at 22.97%, 23.68%, 21.16%, and 20.76% over the last three years [2][3]. Industry Context - The coal machinery industry is characterized by cyclical fluctuations, heavily influenced by macroeconomic conditions and coal prices [2][3]. - The market size of China's coal machinery industry reached 135 billion RMB in 2022, with a projected growth to 157 billion RMB by 2026 [15][16]. Risks and Challenges - The company faces several risks, including industry policy changes related to carbon neutrality, cyclical volatility in the coal sector, and potential declines in operational performance due to increased competition [2][3]. - Raw material price fluctuations, particularly for steel and components, pose a risk to production costs and profit margins [2][3]. Share Issuance Details - The company plans to issue A-shares at a price of 1.85 RMB per share, which is 80% of the average trading price over the previous 20 trading days [6][8]. - The issuance is directed towards a specific investor, Zhao Huatao, with a maximum subscription amount of 300 million RMB [6][8]. Market Position - Shandong Mining ranks 20th among the top 50 coal machinery enterprises in China, with a sales revenue of 1,263.19 billion RMB in 2023, reflecting a year-on-year growth of 12.76% [18].

Core Points - The company, Shandong Mining Machinery Group Co., Ltd., has received an inquiry letter from the Shenzhen Stock Exchange regarding its application for a specific stock issuance [1] - The company has updated its fundraising prospectus and related application documents in response to the inquiry [1] - The stock issuance is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the approval timeline [2] Group 1: Stock Issuance and Inquiry - The company received an inquiry letter from the Shenzhen Stock Exchange on April 3, 2025, regarding its application for a specific stock issuance [1] - The company, along with relevant intermediaries, has provided detailed responses to the inquiries and updated the fundraising prospectus accordingly [1] - The updated documents will be disclosed on the Giant Tide Information Network on May 9, 2025 [1] Group 2: Financial Data and Reporting - Following the public disclosure of the company's 2025 semi-annual report, financial data in the fundraising prospectus has been updated [2] - The company will continue to fulfill its information disclosure obligations based on the progress of the stock issuance [2] - Investors are advised to pay attention to investment risks associated with the uncertainty of the approval process [2] Group 3: Stock Trading Anomalies - The company’s stock has experienced abnormal trading fluctuations, with specific criteria outlined for identifying such anomalies [2] - The stock price has deviated significantly over three consecutive trading days, indicating potential volatility [2] - The company is subject to regulatory scrutiny regarding these trading anomalies [2]

Core Viewpoint - Shandong Mining Machinery Group Co., Ltd. is preparing to issue A-shares to specific investors, with Lianchu Securities Co., Ltd. acting as the lead underwriter for this issuance [1][2]. Group 1: Basic Information about the Issuance - The underwriter for the issuance is Lianchu Securities Co., Ltd. [2] - The designated representatives for the underwriting are Nie Ronghua and Xu Guang, both of whom have extensive experience in similar projects [2][3]. - The issuance involves the company offering A-shares to specific investors, which is a common practice for raising capital [4]. Group 2: Company Overview - Shandong Mining Machinery Group was established on December 3, 1999, with a registered capital of 1,782.79 million yuan [4]. - The company is located in the Economic Development Zone of Changle County, Shandong Province, and is listed on the Shenzhen Stock Exchange under the stock code 002526 [4]. - The company specializes in manufacturing coal mining machinery and has diversified into related products and services [5]. Group 3: Financial Data - As of June 30, 2025, the total assets of Shandong Mining Machinery amounted to 518,205.88 million yuan, with total liabilities of 191,127.74 million yuan [6]. - The company reported a revenue of 104,635.35 million yuan for the first half of 2025, with a net profit attributable to shareholders of 9,846.04 million yuan [6][7]. - The company's financial ratios indicate a current ratio of 1.81 and a quick ratio of 1.24 as of the first half of 2025 [7]. Group 4: Compliance and Regulatory Aspects - The issuance has been approved by the company's board of directors and shareholders, complying with the legal requirements set forth in the Company Law and Securities Law [13][14]. - The issuance price is set at 1.85 yuan per share, which is above the par value, meeting regulatory standards [14][16]. - The company has confirmed that the issuance will not lead to a change in control and adheres to the regulations regarding the issuance to specific investors [16].

Core Viewpoint - The company, Shandong Mining Machinery Group Co., Ltd., is preparing to issue A-shares to specific targets, with a total fundraising amount not exceeding 300 million yuan, aimed at supplementing working capital [17][28]. Group 1: Legal Opinions and Compliance - The law firm, Shandong Deheng Law Firm, has been engaged as a special legal advisor for the issuance process, ensuring compliance with relevant laws and regulations [3][4]. - The issuance is subject to the review by the Shenzhen Stock Exchange, which has raised inquiries regarding the company's land use and operational licenses [3][6]. Group 2: Land Use Issues - A subsidiary, Shandong Chengtong Forging Co., Ltd., has a land use issue where it occupies 321.7 square meters of land without proper ownership documentation, which may lead to forced execution by local authorities [6][9]. - The company is in discussions to purchase the occupied land, but there is significant uncertainty regarding the outcome of these negotiations [9][10]. Group 3: Financial Aspects of the Issuance - The proposed issuance price is set at 1.85 yuan per share, with the closing price on April 3 being 3.91 yuan per share, indicating a potential discount for the issuance [17]. - The funds raised will be primarily sourced from the actual controller's son, Zhao Huatao, who plans to use 20% from personal funds and 80% from self-raised funds [20]. Group 4: Financial Viability and Risk Assessment - Zhao Huatao's financial background indicates a strong capacity to cover the subscription amount, with personal assets and potential bank loans available for financing [21][25]. - The company has committed to ensuring that no improper financial arrangements exist regarding the subscription, maintaining compliance with regulatory requirements [27].

Company Overview - Shandong Mining Machinery Group Co., Ltd. was established on December 3, 1999, with a registered capital of 1,782.79 million yuan [1] - The company specializes in the manufacturing of coal mining machinery and has developed a series of products with a significant market share in China [2][3] - The company is listed on the Shenzhen Stock Exchange under the stock code 002526 [1] Financial Performance - As of June 2025, the total assets amounted to 518,205.88 million yuan, with total liabilities of 191,127.74 million yuan, resulting in total equity of 327,078.14 million yuan [2] - The company's revenue for the first half of 2025 was 104,635.35 million yuan, with a net profit attributable to shareholders of 9,846.04 million yuan [2][3] - The operating cash flow for the first half of 2025 was -7,517.60 million yuan, indicating fluctuations in cash flow management [3][10] Business Risks - The company faces risks related to market expansion, including intense competition from larger manufacturers in the coal machinery sector [6] - Fluctuations in raw material prices, particularly steel, can impact production costs and profit margins [6] - Environmental regulations may require increased investment in compliance, affecting operational costs [6] Industry Context - The coal machinery industry is cyclical and closely tied to macroeconomic conditions, with potential impacts from policies aimed at carbon neutrality [11] - The industry is experiencing a shift towards intelligent mining solutions, increasing competition among companies to innovate [11] - The company must adapt to changing market demands and technological advancements to maintain its competitive edge [11] Issuance Details - The company plans to issue A-shares to specific investors, with a total fundraising target of up to 300 million yuan, primarily to supplement working capital [12][16] - The issuance price is set at 1.85 yuan per share, which is 80% of the average trading price over the previous 20 trading days [13][24] - The shares will be subject to an 18-month lock-up period post-issuance [15]