证券代码：003037 证券简称：三和管桩 公告编号：2025-036 广东三和管桩股份有限公司 2024 年年度权益分派实施公告 现将权益分派事宜公告如下： 一、股东大会审议通过利润分配方案情况 1、2025 年 5 月 20 日，公司 2024 年年度股东大会审议通过了《关于 2024 年 利润分配方案的议案》，以 2024 年权益分派实施时股权登记日的总股本扣除回 购账户库存股后的股数为基数，向全体股东每 10 股派发现金红利 0.50 元（含 税），不送红股，不以资本公积金转增股本。公司总股本 599,074,678 股扣除回 购账户库存股 2,762,038 股后 596,312,640 股为基数测算，预计派发现金股利共计 1 29,815,632 元。若公司利润分配方案公布后至实施权益分派股权登记日前股本总 额发生变动的或因回购股份库存股有变动的，依照变动后的股本扣除回购账户库 存股为基数实施，并按照上述每股分配比例不变的原则，相应调整分红总额。 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、广东三和管桩股份有限公司（以下简称"公 ...

Financial Performance - In Q1 2025, the company's net profit attributable to shareholders reached 34.6013 million yuan, a year-on-year increase of 418.95% [2] - Revenue increased by 10.07% due to market demand and product diversification [2] - Raw material costs decreased, contributing to improved gross margins [2] Strategic Development - The company will continue to implement the "Technology, Quality, Green, Efficiency" strategy, focusing on domestic markets while exploring international opportunities [3] - Plans to deepen cooperation with strategic clients and expand new channels to increase market share [3] - The company aims to enhance its presence in emerging markets, particularly in photovoltaic, wind power, and water conservancy projects [3] Market and Product Insights - As of 2024, the sales distribution of products is approximately 70% for industrial projects, 17% for civil construction, 10% for municipal engineering, and 3% for transportation [4] - Industrial project sales have increased by 7% compared to 2023, while civil construction has decreased by 7% [4] - The company is actively expanding its product applications in new fields and scenarios [4] Raw Material and Pricing Strategy - Raw material costs account for 75.58% of operating costs in 2024, with major materials including PC steel bars, cement, and aggregates [4] - The average price of pile products decreased by 7.93% in 2024 compared to 2023 [4] - The company has a pricing mechanism to adjust sales prices based on raw material cost fluctuations [4] Sustainability and Innovation - The company has established a "Energy Saving and Emission Reduction" task force, achieving significant reductions in energy consumption per product [5] - It is actively participating in the drafting of carbon footprint standards and implementing solar energy solutions in production [5] - Smart manufacturing upgrades are being pursued to enhance production efficiency and product quality [5] Capacity and Future Outlook - The company's production capacity for 2024 is 46.5339 million meters, with further increases expected in 2025 [6] - The company is focusing on expanding its overseas market presence, particularly in Southeast Asia, with a 93.23% increase in overseas sales volume in 2024 [7] - Revenue from overseas operations reached 175 million yuan in 2024, a year-on-year growth of 217.40% [7]

Company Overview - The company specializes in the research, production, and sales of prestressed concrete pile products, particularly prestressed high-strength concrete piles (PHC piles) with diameters ranging from 300mm to 1,000mm [2][3] - The main applications of these products include foundations for industrial buildings, bridges, ports, and various civil engineering projects, making them a crucial material in China's construction industry [3] Production and Market Layout - The company has established over 20 production bases across various regions in China, including South China, East China, and North China, positioning itself as one of the leading manufacturers in the industry [3][4] - The geographical distribution of production is influenced by the demand for prestressed concrete piles, particularly in soft soil areas, with significant market presence in the Pearl River Delta and Yangtze River Delta regions [3][4] Technical and Product Advantages - The company’s prefabricated concrete piles offer advantages over traditional cast-in-place piles, including faster construction speed, lower material usage, and compliance with green building standards [6] - The company holds 230 patents, including 38 invention patents, and has developed innovative manufacturing processes that enhance energy efficiency and environmental sustainability [6][7] Financial Performance - In 2024, the company faced challenges due to a decline in average selling prices and increased market competition, resulting in a decrease in net profit [8] - However, in Q1 2025, the company reported a revenue of CNY 1.392 billion, a year-on-year increase of 10.07%, and a net profit of CNY 34.6 million, reflecting a significant growth of 418.95% [8] Overseas Market Strategy - The company has expanded its overseas operations, particularly in Southeast Asia, with a subsidiary in Indonesia, achieving a 196.16% increase in overseas product sales in 2024 [8] - Future plans include enhancing market share through strategic partnerships, focusing on emerging markets, and aligning with national initiatives like the Belt and Road Initiative to boost international sales [8][9]

关于为子公司提供担保的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 特别提示： 截至本公告披露之日，公司及子公司对外担保中有对资产负债率超过 70%的 子公司担保。敬请投资者关注担保风险。 一、担保情况概述 广东三和管桩股份有限公司（以下简称"公司"）于 2024 年 12 月 24 日召开 第四届董事会第四次会议，并经 2025 年第一次临时股东大会审议通过了《关于 公司及子公司 2025 年申请银行授信并提供担保的议案》，同意公司及子公司于 2025 年度向银行等金融机构申请不超过人民币 745,300 万元、美元 900 万元（按 照 2024 年 12 月 24 日中国外汇交易中心受权公布的人民币汇率中间价折算，折 合人民币 751,768.84 万元）的综合授信额度，授信额度自公司股东大会审议通过 之日起 1 年。在授信期限和授信额度内，该授信额度可以循环使用。根据申请授 信主体的不同，公司及子公司将为上述综合授信提供预计总担保额度不超过 245,900 万元的担保（担保形式包括但不限于连带责任保证担保、抵押担保等， 具体以授信主合同、担 ...

证券代码：003037 证券简称：三和管桩 公告编号：2025-034 广东三和管桩股份有限公司 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、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示 一、 会议召开情况 1、 召开时间：2025 年 5 月 20 日（星期二）14:30 2、 召开地点：中山市小榄镇同兴东路 30 号三和管桩办公楼二楼会议室 3、 召开方式：采取现场表决与网络投票相结合的方式 4、 召集人：董事会 5、 主持人：公司董事长韦泽林先生因其他工作安排无法到现场主持会议， 由过半数的董事共同推举董事韦绮雯女士主持 6、 本次会议的召集、召开符合《中华人民共和国公司法》《上市公司股东会 规则》《深圳证券交易所股票上市规则》等有关法律、行政法规、部门规章、规 范性文件和《广东三和管桩股份有限公司章程》的有关规定。 二、 会议出席情况 （一） 股东出席的总体情况 参加本次股东大会现场会议和网络投票表决的股东及股东代理人共 118 人， 代表有表决权的公司股份数合计为 414,948,000 股，占公司有表决权股份总数 596,312,640 股（系扣 ...

中国北京建国门外大街 1 号国贸写字楼 2 座 12-15 层 100004 12-15th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China 电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838 电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com 北京市通商律师事务所 关于广东三和管桩股份有限公司 2024 年年度股东大会的法律意见书 致：广东三和管桩股份有限公司 受广东三和管桩股份有限公司（以下简称"公司"）聘请，北京市通商律师 事务所指派律师（以下简称"本所律师"）出席了公司 2024 年年度股东大会，并 依据《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》）《深圳证券交易所上市公司股东会网络投票实施细则》 （以下简称《网络投票实施细则》）等法律、法规、规章、规范性文件及《广东 三和管桩股份有限公司章程》（以下简称《公司章程》）的规定，对公司本 ...

1. Report Industry Investment Rating - No relevant information provided 2. Core Views of the Report - The concrete and cement products industry faced pressure in 2024, but the company's pile product production and sales increased. However, due to a significant decline in the average unit price of pile products, the company's net profit in 2024 decreased substantially [23][27]. - In Q1 2025, the company's performance exceeded expectations, with revenue reaching 1.392 billion yuan, a year - on - year increase of 10.07%, and net profit attributable to shareholders of 34.6 million yuan, a year - on - year increase of 418.95% [25][27][31]. - The company will follow a dual - cycle development strategy of "domestic as the mainstay, foreign as a supplement" to find profit growth points from both revenue expansion and cost control [27]. 3. Summary by Relevant Catalogs 3.1 Research Basic Situation - Research object: Sanhe Pipe Pile; Industry: Cement and Building Materials; Reception time: May 16, 2025; Reception personnel: Director and General Manager Li Wei, Independent Director Liu Tianxiong, Financial Controller Zeng Lijun, and Board Secretary Yu Junle [16] 3.2 Detailed Research Institutions - The reception objects are investors who participated in the online performance briefing of Sanhe Pipe Pile for the 2024 annual and Q1 2025 via the Internet [19] 3.3 Main Content Data 3.3.1 Reasons for Profit Decline in 2024 - The concrete and cement products industry was under pressure in 2024. Although the production and sales of the company's pile products increased, the significant decline in the average unit price of pile products led to a large - scale decline in net profit [23][27] 3.3.2 Measures to Reverse Revenue Decline - Deepen cooperation with strategic customers and expand new channels, relying on brand reputation, core technology, large - scale production capacity, and quality management system to seize market share [23]. - Promote ongoing and planned projects to fill market gaps and expand market coverage [23]. - Follow the "Belt and Road" strategy to expand overseas markets [23] 3.3.3 Q1 2025 Performance - Revenue reached 1.392 billion yuan, a year - on - year increase of 10.07%, and net profit attributable to shareholders was 34.6 million yuan, a year - on - year increase of 418.95%. The reasons were the company's efforts to meet market demand, enrich product categories, and the decline in raw material costs, optimized cost control, and product structure changes [25][27][31] 3.3.4 Accounts Receivable Management - Classify customers according to their business strength, creditworthiness, product category, procurement scale, and historical cooperation, and adopt different credit control measures [26]. - Manage overdue accounts receivable with a "green - yellow - red" three - color ledger and take timely measures to safeguard the company's legitimate rights and interests [26]. - Strengthen performance assessment of management and marketing personnel, reconcile accounts with customers regularly, and collect payments [26] 3.3.5 Cost Structure Optimization - Strengthen inventory management, arrange raw material procurement reasonably, and sign cooperation agreements with key suppliers to ensure price advantages in raw material procurement [27]. - Monitor price fluctuations of raw materials and other commodities, improve internal control procedures, centralize raw material procurement, optimize processes, and strengthen internal management to reduce product costs [27] 3.3.6 Future Profit Growth Points - Explore emerging fields: Cooperate with key customers in the photovoltaic, wind power, and water conservancy project fields to expand product applications [27]. - Expand the marine engineering field: Leverage technical and product performance advantages to start new business [28]. - Expand overseas markets: Follow the "Belt and Road" plan to increase product exports and market share [29]. - Cost control: Implement a cost - leadership strategy, optimize production processes, improve efficiency, reduce raw material procurement costs, and strengthen cost management [30] 3.3.7 R & D Investment Direction in 2024 - Improve existing products, optimize production processes to enhance quality stability [30]. - Develop new products, expand application scenarios and product categories [30]. - Upgrade product functions and performance, strengthen product durability and adaptability through technological innovation [30]. - Conduct material and process R & D, focus on material substitution and process improvement [30]. - Promote R & D in green and low - carbon product investment [30] 3.3.8 Future Cost - Reduction Paths - Deepen cost - control reforms, form a full - chain cost - reduction system from raw material procurement, energy consumption management to inventory optimization [34]. - Continuously reduce unit costs through process innovation and intelligent production scheduling [34]. - Promote informatization and digitalization construction to improve management efficiency [34] 3.3.9 Future Environmental Protection Strategies - Promote semi - autoclave - free, full - autoclave - free, hot - water curing, and heat recovery, and optimize curing processes [34]. - Use renewable energy to replace traditional fossil fuels as boiler fuel [34]. - Install photovoltaic modules on the roofs of factories and workshops, use the generated electricity for production, and invert the surplus electricity to the grid to reduce carbon emissions [34] 3.3.10 Balancing Debt Financing and Business Development - Optimize the debt structure, strengthen cash - flow management, improve profitability and solvency, strengthen financial risk monitoring, and enhance communication and cooperation with financial institutions [34] 3.3.11 Impact of Project Termination - Terminating the "Intelligent Production Line Construction Project of 6 million meters of PHC Prestressed High - Strength Concrete Piles in Huzhou, Zhejiang" is a reasonable adjustment based on market conditions and overall business development. It will not have an adverse impact on existing business, and future production capacity layout can be achieved through other means [35]

Financial Performance - In 2024, the company's net profit and net profit after deducting non-recurring gains and losses both declined significantly due to intense market competition and a substantial drop in average prices of pile products [2][4] - The company's revenue for 2024 was 6.196 billion CNY, a year-on-year decrease of 7.93% [2][3] - In Q1 2025, the company achieved a revenue of 1.392 billion CNY, representing a year-on-year growth of 10.07%, and a net profit of 34.6 million CNY, up 418.95% year-on-year [3][6] Market Strategy - The company aims to deepen cooperation with strategic clients and expand new channels to regain market share in traditional markets [3][4] - It is actively pursuing overseas market expansion in line with the national "Belt and Road" initiative to increase its international market share [3][5] - The company plans to optimize its business layout, focusing on core business areas to enhance operational efficiency and reduce costs [3][5] Cost Management - The company is implementing various cost control strategies, including improving inventory management and negotiating favorable procurement agreements with key suppliers [4][5] - In 2024, the company invested 50.4469 million CNY in R&D, focusing on product improvement, new product development, and enhancing material and process innovation [5][8] Industry Outlook - The concrete pile industry is expected to have a broad market prospect due to the increasing applications in renewable energy projects and infrastructure development [6][7] - The company is committed to sustainable practices, including reducing carbon emissions and enhancing energy efficiency in its operations [7][8] Financial Health - The company's asset-liability ratio was 60.27%, an increase of 4.91% year-on-year, indicating a need for careful management of debt financing and business development [8]

Core Viewpoint - China Galaxy Securities Co., Ltd. serves as the sponsor and ongoing supervisory institution for Guangdong Sanhe Pile Co., Ltd.'s A-share issuance, with the supervision period lasting until December 31, 2024 [1] Group 1: Sponsor and Company Information - The sponsor is China Galaxy Securities Co., Ltd., located in Beijing, with a registered capital of 599,074,678 yuan [1] - The issuer, Guangdong Sanhe Pile Co., Ltd., has a stock code of 003037 and is based in Zhongshan, Guangdong Province [1] Group 2: Issuance Details - The specific issuance of stocks occurred on July 31, 2023, and the listing date was August 25, 2023, on the Shenzhen Stock Exchange [1] Group 3: Due Diligence and Ongoing Supervision - The sponsor conducted due diligence, prepared application documents, and cooperated with regulatory bodies during the issuance process [1] - Ongoing supervision includes ensuring compliance with operational norms, commitments, and information disclosure obligations [2] Group 4: Major Events and Handling - A delay in the investment project for the "Jiangsu Taixing PHC Prestressed High-Strength Concrete Pile Production Line" was reported due to macroeconomic fluctuations, leading to a revised timeline for project completion [4] - The termination of the "Zhejiang Huzhou Annual Production of 6 Million Meters PHC Prestressed High-Strength Concrete Pile Intelligent Production Line" project was approved due to local government planning adjustments, with remaining funds to be securely stored [4][5] Group 5: Cooperation and Evaluation - The issuer actively cooperated with the sponsor during both the due diligence and ongoing supervision phases, providing necessary documents and information [6] - The securities service institutions involved complied with legal requirements and provided timely professional reports and opinions [6] Group 6: Information Disclosure and Fund Usage - The sponsor reviewed the issuer's information disclosure system and found it compliant with relevant regulations during the ongoing supervision period [6] - The sponsor also verified the management of raised funds, confirming that the usage aligned with disclosed information [6][7] Group 7: Ongoing Responsibilities - The sponsor will continue to oversee the remaining raised funds until fully utilized, even after the official supervision period ends on December 31, 2024 [7]

| 中国银河证券股份有限公司 | | | | --- | --- | --- | | 关于广东三和管桩股份有限公司 2024 年年度保荐工作报告 | | | | 保荐人名称：中国银河证券股份有限公司 | 被保荐公司简称：三和管桩 | | | 保荐代表人姓名：付月芳 | | | | 项目 工作内容 | | | | （1）是否及时审阅公司信息披露文件 | | 是 | | （1）是否督导公司建立健全规章制度（包括但不限于防 | | | | 止关联方占用公司资源的制度、募集资金管理制度、内控 | | 是 | | 制度、内部审计制度、关联交易制度） | | | | （2）公司是否有效执行相关规章制度 | | 是 | | （1）查询公司募集资金专户次数 每月 | | 1 次 | | （2）公司募集资金项目进展是否与信息披露文件一致 | | 是 | | 其决议 | | | | 未现场出席，审阅 | | | | （2）列席公司董事会次数 了历次会议通知及 | | | | 其决议 | | | | 未现场出席，审阅 | | | | （3）列席公司监事会次数 了历次会议通知及 | | | | 其决议 | | | | （1）现场检查 ...