北京大成律师事务所 关于昆吾九鼎投资控股股份有限公司 2025 年第二次临时股东大会 的 法 律 意 见 书 北 京 大 成 律 师 事 务 所 www.dentons.cn 北京市朝阳区朝阳门南大街 10 号兆泰国际中心 B 座 16-21 层（100020） 16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie Chaoyang District, 100020, Beijing, China Tel: +86 10-58137799 Fax: +86 10-58137788 北京大成律师事务所关于昆吾九鼎投资控股股份有限公司 2025 年第二次临时股东大会的法律意见书 致：昆吾九鼎投资控股股份有限公司 根据《中华人民共和国证券法（2019 修订）》（以下简称"《证券法》"）、《中 华人民共和国公司法（2023 修订）》（以下简称"《公司法》"）和中国证券监督管 理委员会《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和 其他有关规范性文件的要求，北京大成律师事务所（以下简称"本所"）接受昆吾 九鼎投资控 ...

Company Overview - Jiuding Investment's stock price increased by 2.02% on September 17, reaching 19.17 CNY per share, with a trading volume of 163 million CNY and a turnover rate of 1.98%, resulting in a total market capitalization of 8.311 billion CNY [1] - The company has seen a year-to-date stock price increase of 38.21%, with a 10.43% rise over the last five trading days, 4.87% over the last 20 days, and 23.84% over the last 60 days [1] - Jiuding Investment has appeared on the "Dragon and Tiger List" five times this year, with the most recent appearance on August 14, where it recorded a net buy of -53.1334 million CNY [1] Business Segments - Jiuding Investment's main business segments include real estate development and management (65.58% of revenue), private equity investment management (24.06%), construction (8.02%), and other supplementary services (2.34%) [1] - The company is classified under the non-bank financial sector, specifically in asset management, and is associated with concepts such as PPP, small-cap stocks, mobile payments, and cross-border e-commerce [2] Financial Performance - For the first half of 2025, Jiuding Investment reported operating revenue of 80.3721 million CNY, a year-on-year decrease of 55.39%, and a net profit attributable to shareholders of -47.5498 million CNY, a decline of 695.71% [2] - The company has distributed a total of 762 million CNY in dividends since its A-share listing, with 69.3665 million CNY distributed over the past three years [3] Shareholder Information - As of August 29, 2025, Jiuding Investment had 30,300 shareholders, an increase of 18.89% from the previous period, with an average of 14,331 circulating shares per shareholder, a decrease of 15.89% [2] - The fifth largest circulating shareholder is Hong Kong Central Clearing Limited, holding 4.9267 million shares, an increase of 3.2939 million shares compared to the previous period [3]

Summary of Key Points Core Viewpoint - Jiuding Investment (600053) has shown a recent increase in stock price, with a closing price of 18.79 yuan on September 16, 2025, reflecting a 3.24% rise, amidst mixed capital flows from different investor categories [1][2]. Capital Flow Analysis - On September 16, 2025, the net inflow of main capital was 19.04 million yuan, accounting for 5.88% of the total transaction volume, while retail investors experienced a net outflow of 19.85 million yuan, representing 6.13% of the total [1][2]. - Over the past five days, the main capital inflow peaked on September 15, with 30.08 million yuan, while the highest retail outflow occurred on the same day, totaling 31.37 million yuan [2]. Financing and Margin Trading Data - On September 16, 2025, Jiuding Investment recorded a financing net purchase of 4.69 million yuan, marking a cumulative net purchase of 16.13 million yuan over three consecutive days [2][3]. - The total financing balance stood at 172 million yuan on September 16, 2025, with no short selling activity reported [3]. Company Performance Metrics - Jiuding Investment's total market capitalization is 8.146 billion yuan, with a net asset value of 2.601 billion yuan, and a net profit of -47.5498 million yuan, indicating a significant decline in profitability [5]. - The company's main revenue for the first half of 2025 was 80.3721 million yuan, down 55.39% year-on-year, with a net profit attributable to shareholders of -47.5498 million yuan, a decrease of 695.71% [5]. - The company reported a gross profit margin of 37.91%, which is notably higher than the industry average of 22.98% [5].

Group 1 - The core viewpoint of the news is that Jiuding Investment has shown significant stock performance with a year-to-date increase of 33.89% and a recent 5-day increase of 7.22% [1] - As of September 16, Jiuding Investment's stock price was 18.57 CNY per share, with a total market capitalization of 8.051 billion CNY [1] - The company has experienced a net inflow of main funds amounting to 3.0114 million CNY, with large orders contributing significantly to the trading volume [1] Group 2 - Jiuding Investment's main business segments include real estate development and management (65.58%), private equity investment management (24.06%), construction (8.02%), and other activities (2.34%) [1] - The company is classified under the non-bank financial sector, specifically in diversified finance and asset management, with involvement in various concepts such as PPP, small-cap stocks, mobile payments, and cross-border e-commerce [2] - As of August 29, the number of Jiuding Investment's shareholders increased to 30,300, reflecting an 18.89% rise, while the average circulating shares per person decreased by 15.89% [2] Group 3 - Jiuding Investment has distributed a total of 762 million CNY in dividends since its A-share listing, with 69.3665 million CNY distributed over the past three years [3] - As of June 30, 2025, Hong Kong Central Clearing Limited is the fifth-largest circulating shareholder, holding 4.9267 million shares, an increase of 3.2939 million shares from the previous period [3]

Core Viewpoint - Jiuding Investment (600053.SH) plans to acquire Nanjing Shenyuan for 213 million yuan, betting on the future of humanoid robots amidst challenges in its main business [1][2]. Group 1: Acquisition Details - The acquisition involves Jiuding Investment purchasing 53.2897% of Nanjing Shenyuan's equity through cash [5]. - The deal has a staggering premium rate of 2936.13%, raising concerns about its necessity and commercial rationale [2][7]. - Following inquiries from the Shanghai Stock Exchange, Jiuding Investment added performance commitment clauses to the deal, linking payment to performance metrics [2][11]. Group 2: Nanjing Shenyuan Overview - Nanjing Shenyuan, founded in 2012, specializes in six-dimensional force sensors and has begun strategic positioning in the humanoid robot sector [5]. - The company has reported limited revenue, with 2024 projected revenue at 208.80 million yuan and a net loss of 573.49 million yuan [5][11]. - The market for six-dimensional sensors is still in its early stages, with overall market size being limited [5][12]. Group 3: Financial Performance - Jiuding Investment's recent financial performance has been declining, with 2023 revenue at 281 million yuan, a 35.07% decrease year-on-year [16]. - The company has faced challenges in its private equity business, with a significant drop in project exits and revenue from management fees [16][17]. - The acquisition is seen as a potential turnaround strategy for Jiuding Investment, which has been struggling with losses in its core business [17]. Group 4: Market and Industry Insights - The humanoid robot market is currently viewed with skepticism regarding its immediate commercial viability, with many orders being for demonstration purposes rather than actual production [17]. - The demand for six-dimensional sensors is not yet robust, and many companies prefer established suppliers over smaller startups like Nanjing Shenyuan [12][13]. - The integration of Nanjing Shenyuan's technology into Jiuding Investment's portfolio is seen as a critical factor for the success of the acquisition [3][15].

Group 1 - The company, Jiuding Investment, indicated on September 10 that investors should refer to its periodic reports for performance updates [1] - The company's private equity investment management business primarily targets leading enterprises and listed companies in advanced manufacturing, new consumption, and life health sectors within China [1]

Core Viewpoint - Jiuding Investment (600053.SH) clarified on its interactive platform that Nanjing Shenyuan Intelligent Technology Co., Ltd. has not yet engaged in the research and development of products related to commercial aerospace rockets [1] Company Summary - Jiuding Investment confirmed that its subsidiary, Nanjing Shenyuan Intelligent Technology Co., Ltd., is not involved in the commercial aerospace rocket sector [1]

格隆汇9月10日丨九鼎投资(600053.SH)在互动平台表示，南京神源生智能科技有限公司暂不涉及脑机接 口相关领域的应用。 ...

格隆汇9月10日丨九鼎投资(600053.SH)在互动平台表示，南京神源生智能科技有限公司暂未涉及外骨骼 机器人领域的应用。 ...

Core Viewpoint - Jiuding Investment (600053) experienced a significant drop, hitting the daily limit down with a trading volume of 10.24 billion yuan and a turnover rate of 11.56% [1][2] Trading Activity - The stock was listed on the Shanghai Stock Exchange due to a daily decline deviation of -9.52%, with net purchases from the Shanghai-Hong Kong Stock Connect amounting to 12.42 million yuan [2] - The top five trading departments had a combined transaction volume of 231 million yuan, with buying transactions totaling 88.85 million yuan and selling transactions totaling 142 million yuan, resulting in a net sell of 53.13 million yuan [2] - The main buying department was the Shanghai-Hong Kong Stock Connect, which was also the fourth largest selling department, with a net purchase of 12.42 million yuan [2] Fund Flow - The stock saw a net outflow of 173 million yuan from main funds, with a significant outflow of 123 million yuan from large orders and 50.81 million yuan from big orders [2] - Over the past five days, the net outflow from main funds totaled 28.71 million yuan [2] Financial Performance - In the first quarter, Jiuding Investment reported a revenue of 37.51 million yuan, a year-on-year decrease of 24.84%, and a net loss of 33.27 million yuan [2] - The company projected a net loss of between 55 million yuan and 44 million yuan for the first half of the year, indicating a year-on-year change of -789.05% to -651.24% [2]