12月26日，中国证监会公布《境外发行上市备案补充材料要求(2025年12月22日—2025年12月26日)》。 中国证监会国际司公示19家企业补充材料要求，其中，要求临工重机补充说明最近12个月内新增股东入 股价格的定价依据及公允性等事项。据悉，临工重机已于2025年11月6日递表港交所，中金公司 （601995）、兴证国际为联席保荐人。 中国证监会请临工重机补充说明以下事项，请律师核查并出具明确的法律意见： 一、请说明备案材料对控股股东认定结果不一致的原因及认定标准，并就控股股东的认定情况出具明确 结论性意见。 二、请说明最近12个月内新增股东入股价格的定价依据及公允性，该等入股价格之间存在差异的原因， 是否存在入股对价异常，并就是否存在利益输送出具明确结论性意见。 五、关于股权激励，请说明：(1)员工持股平台办理工商变更登记手续的进展情况；(2)离职员工份额转 让事宜处理进展，是否存在纠纷或潜在纠纷。 六、请说明本次拟参与"全流通"股东所持股份是否存在被质押、冻结或其他权利瑕疵的情形。 招股书显示，临工重机是全球领先的矿山设备和高空作业设备企业，致力于以创新和科技持续为全球客 户提供智能化、高效、绿色的 ...

Core Viewpoint - Lingong Heavy Machinery Co., Ltd. has submitted its prospectus to the Hong Kong Stock Exchange for a main board listing, marking its second attempt to enter the capital market after withdrawing its A-share listing application in early 2024 [1][5]. Company Overview - Established in 2012, Lingong Heavy Machinery operates in multiple sectors, focusing on mining equipment and aerial work machinery, which are both high-margin business segments. Its mining equipment sales cover regions including China and Southeast Asia, while its aerial work machinery is sold in Europe and North America [3]. - According to a Frost & Sullivan report, Lingong Heavy Machinery ranks third among domestic companies in the global mining transportation equipment and excavator market by revenue in 2024. It holds the first position globally in the non-road wide-body dump truck sector and ranks fifth in the global aerial work equipment market among domestic companies, as well as third in the Asia-Pacific region [3]. Financial Performance - The company's revenue for the years 2022 to 2024 is projected to be 10.529 billion yuan, 9.897 billion yuan, and 12.028 billion yuan, respectively. Net profits for the same years are expected to be 0.954 billion yuan, 0.974 billion yuan, and 1.000 billion yuan [5]. - In the first half of 2025, despite revenue of 5.531 billion yuan, the net profit reached 0.635 billion yuan, indicating a trend of profit growth without a corresponding increase in revenue [5]. Fundraising and Investment Focus - The company plans to use the funds raised from the IPO primarily for research and development innovation and capacity upgrades, with a focus on enhancing the competitiveness of core products such as autonomous mining equipment and electric aerial work platforms [7].

Core Viewpoint - The company, a global leader in mining equipment, is experiencing a significant imbalance in its revenue structure, particularly with a sharp decline in high-margin aerial work equipment sales, which raises concerns about future profitability and growth sustainability [1][5][6]. Business Operations and Model - The company is positioned as a global supplier of mining and aerial work equipment, with a business model that combines direct sales and distribution. Its overseas revenue share has increased from 26.8% in 2022 to 44% in the first half of 2025, indicating successful global expansion [1]. Revenue and Changes - In the first half of 2025, the company's revenue dropped by 14.2% year-on-year to 5.53 billion yuan, down from 6.45 billion yuan in the same period of 2024, primarily due to poor performance in the aerial work equipment segment [2]. Net Profit and Changes - Despite the revenue decline, net profit for the first half of 2025 increased by 21.3% to 635 million yuan, attributed to improved gross margins. However, the net profit margin rose from 8.3% in 2024 to 11.5%, indicating reliance on cost control rather than revenue growth [3]. Gross Margin and Changes - The overall gross margin improved to 22.4% in the first half of 2025, up from 20.1% in 2024, mainly due to a higher proportion of new energy products. However, the high-margin aerial work equipment segment saw a 57% revenue decline, which could pressure overall profitability [4]. Revenue Composition and Changes - The revenue composition in the first half of 2025 showed a significant decline in aerial work equipment revenue, which fell by 57% to 1.36 billion yuan, while mining equipment revenue remained stable at 3.53 billion yuan, highlighting an imbalance in revenue sources [5][6]. Customer and Supplier Concentration - The top five customers contributed 28.4% of total revenue, with the largest customer accounting for 12.5%. High customer concentration poses risks to revenue stability. Additionally, the top five suppliers accounted for 27.0% of procurement, indicating reliance on external suppliers for critical components [7]. Related Transactions - The company engaged in transactions worth 320 million yuan with its controlling shareholder in 2024, raising concerns about the fairness of pricing. The sales to related parties increased by 42% in the first half of 2025, suggesting potential risks related to related-party transactions [8]. Financial Challenges - The company faces financial pressures with a high debt ratio of 57.4% and a significant decline in operating cash flow by 84.8% in the first half of 2025, raising liquidity concerns. The increase in accounts receivable and inventory turnover days further exacerbates cash flow issues [9]. Industry Comparison - The company has a competitive gross margin but lags in R&D investment, which may affect its long-term competitiveness. The gross margin in 2024 was 20.1%, higher than industry averages, but the R&D expense ratio was only 3.4%, lower than leading competitors [10]. Management and Control - The company is controlled by the Wang family, holding 55.5% of shares, which may influence governance. The lack of equity incentives for the management team could impact stability and motivation [11][12].