证券代码：600170 证券简称：上海建工 公告编号：2025-036 上海建工集团股份有限公司 第九届董事会第十二次会议决议公告 本次会议以现场记名投票方式一致审议通过了下列事项： （一）会议审议通过了《上海建工关于审核提名委员会主任委员人选的议案》。 经全体董事表决，同意由刘红忠独立董事担任公司第九届董事会提名委员会 主任委员。 表决结果：8 票同意，0 票弃权，0 票反对 （二）会议审议通过了《上海建工关于聘任总审计师的议案》。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 上海建工集团股份有限公司（简称"上海建工" "公司"）第九届董事会第十 二次会议于 2025 年 6 月 27 日在公司会议室召开，应到董事 8 名，实到董事 8 名，符合《公司法》和《公司章程》的有关规定。本次会议由董事长杭迎伟先生 召集、主持，部分高级管理人员列席了会议。会议通知于 6 月 16 日发出。 二、董事会会议审议情况 （四）会议审议通过了《上海建工关于修改 <会计核算办法> 的议案》。 表决结果：8 票同意， ...

Core Points - The internal audit work regulation aims to enhance the quality of internal audits, protect investors' rights, and ensure the safety and integrity of the company's assets [1] - Internal audit is defined as a systematic and standardized evaluation of risk management, internal controls, governance processes, financial information authenticity, and operational efficiency [1][2] - The regulation applies to Shanghai Construction Group Co., Ltd. and its subsidiaries, ensuring a comprehensive internal audit framework [1] Audit Organization System - The company establishes a Chief Auditor position, responsible for managing internal audit work and reporting to the board and its audit committee [5][6] - The Chief Auditor must not engage in operational or financial management roles to maintain independence [7] - The audit center is responsible for implementing internal audit plans and ensuring compliance with established regulations [8][9] Audit Responsibilities and Authority - The audit center conducts internal audits on financial management, internal control systems, and compliance with laws and regulations [18] - Regular reports are submitted to the board and audit committee, detailing audit plans and findings [18][19] - The audit center has the authority to supervise and coordinate with external audit bodies [18][19] Audit Work Procedures - The audit center must develop an annual audit plan based on the company's strategic goals and risk factors [23] - Audit projects require approval from the audit center's leadership and must follow a structured work plan [24][25] - Audit reports must be objective, clear, and based on verified evidence, with a defined process for feedback from audited units [29][30] Internal Audit Quality Control - The audit committee ensures the establishment of quality control policies for internal audits [32] - A three-tier review system is implemented to maintain audit quality throughout the process [33][34] - The company conducts both internal and external evaluations of the audit center's performance [36] Professional Ethics - Internal auditors must adhere to principles of independence, objectivity, and confidentiality [40][41] - Auditors are prohibited from accepting gifts or benefits from audited units to maintain professional integrity [41][42] - Continuous education and skill enhancement for auditors are emphasized to ensure competency [46]

Core Viewpoint - Guangdong Construction is increasing its investment in clean energy and expanding its clean energy business scale, with a recent project in Tibet involving a total investment of approximately 5.479 billion yuan [1][2]. Project Details - The project includes 100,000 kW of solar thermal, 100,000 kW of photovoltaic, and 800,000 kW of wind power, with a total investment of about 5.479 billion yuan [2]. - The project will be constructed in phases, and the company will conduct feasibility studies before proceeding with investments [2]. Clean Energy Capacity - As of now, Guangdong Construction has a total installed capacity of 4,559.71 MW in clean energy projects, which includes 380.50 MW of hydropower, 800.36 MW of wind power, and 3,278.85 MW of photovoltaic power, along with 100 MW of independent energy storage [1][4]. Recent Developments - The company has recently completed several photovoltaic projects, including a 0.558 MW rooftop project and a 2.35 MW distributed photovoltaic project, achieving a total of 24.108 MW of grid-connected power generation [3]. - Guangdong Construction is also acquiring five solar power project companies with a total installed capacity of 249.78 MWp, which is expected to enhance its clean energy generation capabilities and contribute approximately 52.91 million yuan to net profit by 2025 [5].

Core Points - The construction of the Liangbai Road is undergoing significant transformation, aimed at improving traffic flow and connectivity in the Longgang District, particularly for residents and industrial areas [2][3]. Group 1: Project Overview - The Liangbai Road project, which includes the extension of the road to connect with Tiedong Road and Danbai Road, is crucial for addressing traffic congestion and enhancing the road network in the South Bay and Pinghu areas [3][4]. - The project began with house demolition work in the second half of 2021, and construction officially commenced in late 2023 with the involvement of China State Construction Engineering Corporation [2][4]. Group 2: Community and Business Support - Local businesses, such as Jinghua Electronics, have actively supported the road expansion, recognizing the need for improved infrastructure to accommodate increasing traffic and enhance operational efficiency [5][6]. - The community, including the Liang'an Cooperative Company, has played a vital role in facilitating the land acquisition process, ensuring smooth communication with local authorities [6]. Group 3: Progress and Challenges - The road's Pinghu section is approximately 2.7 kilometers long, with around 38,000 square meters of buildings requiring demolition, involving 20 property owners [4]. - A dedicated task force was established to expedite the demolition process, which has seen significant progress, with 18 out of 20 property owners already signed [4][5].

Core Viewpoint - The announcement discusses the increase in expected daily related transactions for 2025 by Gansu Guofang Industrial and Trade (Group) Co., Ltd, emphasizing that these transactions are necessary for normal business operations and will not adversely affect the company's financial status or independence [1][2][3]. Summary of Related Sections Daily Related Transactions Overview - The board of directors approved the increase in expected daily related transactions for 2025, following a meeting where non-related directors unanimously agreed on the proposal, ensuring compliance with legal regulations [1][2]. - Independent directors confirmed that the related transactions align with the company's long-term development strategy and are conducted on fair and equitable terms, protecting the interests of all shareholders, especially minority shareholders [2][3]. Details of Increased Related Transactions - The expected amount for the increased related transactions includes a labor cost of 4.39 million yuan for the renovation of the Baiyin World Trade Center store, with pricing based on market principles and fair negotiation [4][5]. - The related party involved, Gansu Runfeng Construction Engineering Co., Ltd, is controlled by the sister of the company's actual controller, ensuring a clear relationship and compliance with regulations [5]. Purpose and Impact of Related Transactions - The daily related transactions are essential for the company's business development and will continue to occur in future operations, adhering to fair pricing policies that do not harm the interests of the company or its shareholders [6][7]. - The implementation of these transactions will not negatively impact the company's independence or create dependency on related parties [7].

Summary of China State Construction Engineering Corporation Conference Call Company Overview - **Company**: China State Construction Engineering Corporation (CSCEC) - **Period**: January to May 2025 Key Points Industry Performance - **Construction Business**: Contract value reached nearly 1.7 trillion yuan, a year-on-year increase of 2.2% [2] - **Infrastructure Business**: Contract value close to 600 billion yuan, growing by 16%, driven by energy engineering, water conservancy, and municipal projects [2][5] - **Real Estate Sales**: Approximately 130 billion yuan, showing a slight decline, but sales in April and May showed a narrowing year-on-year drop, indicating an overall positive trend [2][5] Core Insights - **Energy Engineering Growth**: Significant growth in energy engineering, particularly in renewable energy projects like solar and wind, with a near doubling in growth rate [3][7] - **Municipal Engineering Recovery**: Municipal engineering projects rebounded with growth rates exceeding 20%, following a decline in the previous year [3][8] - **Debt Policy Impact**: The national debt policy is expected to improve cash flow and receivables recovery, with a projected issuance of long-term bonds and special bonds [7][14] Financial Metrics - **Dividend Policy**: The company maintains a stable dividend policy with a per-share dividend of 0.271 yuan, yielding over 4.5% [2][6] - **Accounts Receivable Structure**: Government projects account for 10%, state-owned enterprises and local government financing platforms 40%, central enterprises 10%, foreign capital 5%, and private enterprises 35% [7] Strategic Initiatives - **Market Positioning**: Focus on first-tier and strong second-tier cities to optimize inventory structure, leading to improved sales performance [9][10] - **Value Management**: Implementation of a comprehensive value management system to enhance company valuation through investor communication and capital market engagement [11][12][13] Future Outlook - **Sustainable Growth**: The company anticipates continued growth in infrastructure as a key area for transformation and upgrading, with a focus on high-quality projects [4][17] - **Real Estate Market Trends**: The real estate market is expected to stabilize, with a focus on high-quality developments in core urban areas [16][17] - **Urban Renewal Projects**: Significant growth in urban renewal projects, with a focus on affordable housing and city transformation initiatives [15] Risks and Challenges - **Receivables Pressure**: Increased accounts receivable is a common challenge in the construction industry, particularly during economic downturns [7] - **Market Volatility**: The company faces potential risks from market fluctuations and geopolitical factors affecting overseas projects [10] Conclusion - **Overall Performance**: CSCEC demonstrates resilience in its construction and real estate segments, with strategic initiatives aimed at enhancing operational efficiency and market positioning, while navigating challenges in the current economic landscape [2][16]

Group 1: Company Overview and Business Operations - The company focuses on water environment comprehensive governance, urban water system services, sponge city construction, municipal design, EPC contracting, and engineering consulting [2] - The company is expanding its business scope through acquisitions and integrating information technology to explore new profit growth points [2] Group 2: Personnel Changes - Recent personnel adjustments are due to the major shareholder's overall personnel arrangements and the need to strengthen corporate governance [2] Group 3: Legal Matters - The company is involved in an arbitration case with Tongfang Investment, which has appealed to the Supreme People's Court for a retrial, currently under review [3] Group 4: Sponge City Projects - The company has undertaken three sponge city projects in Hebei, Yunnan, and Sichuan, covering the entire process from planning to operation [4] - No new sponge city projects have been won recently; existing projects focus on risk mitigation and operational tasks [4] Group 5: Lithium Battery Material Business - The company's subsidiary in Inner Mongolia specializes in graphite processing for lithium battery anodes, but has faced significant sales declines and increased losses due to market fluctuations [5] Group 6: Land Development Projects - The company's land project in Pingshan was included in Shenzhen's 2023 urban renewal plan, with ongoing progress in the land compensation agreement [6] Group 7: Employee Count - As of December 31, 2024, the company has a total of 343 employees [7] Group 8: Shareholder Business and Competition Issues - The indirect controlling shareholder, Shanxi Construction Investment, is exploring business adjustments and asset restructuring to resolve competition issues, with a proposed extension of the commitment period [9] Group 9: Future Growth and M&A Plans - The company will disclose its 2024 annual report and development strategy, including any potential M&A plans, in accordance with regulatory requirements [11]

Group 1: Public Fund Market - The total scale of public funds in China reached 33.74 trillion yuan as of May 2025, marking the eighth historical high since early 2024 [1] - In May, the scale of money market funds increased by over 400 billion yuan, while bond funds grew by over 220 billion yuan [1] - The number of newly registered private funds in May 2025 was 1,219, with a total new registration scale of 607.26 billion yuan [1] Group 2: Banking Sector Changes - Many national banks have stopped offering medium to long-term large-denomination certificates of deposit due to reduced interest rate advantages [2] - This shift reflects a strategic adjustment in banks' cost control and liquidity management in response to pressure on net interest margins [2] Group 3: Semiconductor Industry Growth - The global semiconductor manufacturing industry is expected to maintain strong momentum, with monthly production capacity projected to reach 11.1 million wafers by 2028, growing at a CAGR of 7% [3] - Advanced process capacity (7nm and below) is expected to grow approximately 69%, from 850,000 wafers per month in 2024 to a historical high of 1.4 million wafers per month by 2028 [3] Group 4: New Technology Developments - The launch of the new generation of domestic general-purpose processor, Longxin 3C6000, was announced, which does not rely on foreign technology or supply chains [4] - This processor is designed to meet various computing needs across multiple scenarios, indicating advancements in China's tech capabilities [4] Group 5: Corporate Developments - Tianfeng International has upgraded its securities trading license to provide virtual asset trading services in Hong Kong [6] - Longjian Co. won a bid for a national road project valued at 780 million yuan, with a planned construction period of 48 months [8] - Anqi Yeast plans to invest 502 million yuan in a bio-manufacturing center, expected to be completed by the second half of 2027 [10]

Group 1 - The Shanghai Composite Index opened lower and the CSI 300 Construction Engineering Index reported 3545.51 points, with a 2.45% increase over the past month, a 0.96% increase over the past three months, and a 5.80% decrease year-to-date [1] - The CSI 300 Index is categorized into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries, providing a comprehensive analysis tool for investors [1] Group 2 - The CSI 300 Construction Engineering Index is fully composed of stocks from the Shanghai Stock Exchange, with 56.84% in infrastructure construction, 35.92% in housing construction, and 7.24% in specialized engineering [2] - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December, ensuring that weight factors are updated accordingly [2] - Temporary adjustments to the index samples occur when the CSI 300 Index undergoes changes, and special events affecting a sample company's industry classification will also prompt corresponding adjustments [2]

Core Viewpoint - China State Construction continues to demonstrate steady growth in 2023, with significant project acquisitions and a focus on its core construction business while facing challenges in its real estate sector [1][2]. Group 1: Major Projects and Financial Performance - In June 2023, China State Construction announced the acquisition of eight major projects totaling 21.53 billion yuan, representing 1% of the audited revenue for 2024 [1]. - The new contracts signed from January to May 2025 amounted to 1.84 trillion yuan, reflecting a year-on-year increase of 1.7%, with the construction business contributing 1.71 trillion yuan, up 2.2% [1][2]. - The real estate business saw a contract sales figure of 130.4 billion yuan, which is a decline of 4% year-on-year [1]. Group 2: Financial Metrics and R&D Investment - As of the end of Q1 2025, the company's contract liabilities stood at 358.4 billion yuan, marking a year-on-year increase of 17.63% [3]. - For Q1 2025, China State Construction reported revenue of 555.3 billion yuan, a 1.1% increase year-on-year, and a net profit attributable to shareholders of 15.01 billion yuan, up 0.61% [3]. - The company has maintained high R&D investment, with expenditures exceeding 40 billion yuan annually since 2021, totaling 181.3 billion yuan from 2021 to 2024 [3]. - By the end of 2024, China State Construction held approximately 68,600 valid patents, including around 10,400 invention patents, showcasing its industry-leading position in innovation [3]. Group 3: Shareholder Returns - Since its listing in 2009, China State Construction has consistently paid dividends, distributing cash dividends 16 times, totaling 104 billion yuan, with a payout ratio of 159.68% [3].