中联资产评估集团有限公司 关于不存在《上市公司监管指引第 7 号——上市公司重大资产重组相 关股票异常交易监管》第十二条不得参与任何上市公司重大资产重组 情形的说明 王德民 杨文豪 中联资产评估集团有限公司 年 月 日 （以下无正文） （本页无正文，系《中联资产评估集团有限公司关于不存在<上市公司监管指引 第 7 号——上市公司重大资产重组相关股票异常交易监管>第十二条不得参与任 何上市公司重大资产重组情形的说明》之签章页） 经办注册资产评估师： 中联资产评估集团有限公司（统一社会信用代码：91110000100026822A ） 为卧龙新能源集团股份有限公司（以下简称"上市公司"）重大资产出售暨关联交 易事项（以下简称"本次交易"）提供资产评估服务。本公司/本所及本公司/本所 经办人员，不存在因涉嫌本次交易相关的内幕交易被立案调查或立案侦查的情形， 且最近 36 个月内不存在因与重大资产重组相关的内幕交易被中国证监会作出行 政处罚或者司法机关依法追究刑事责任的情形。 因此，本次交易证券服务机构及其经办人员不存在依据《上市公司监管指引 第 7 号—上市公司重大资产重组相关股票异常交易监管》第十二条不得参与任何 ...

证券代码：600173 证券简称：卧龙新能 公告编号：临 2025-047 卧龙新能源集团股份有限公司 第十届监事会第七次会议决议公告 本公司监事会及全体监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。 卧龙新能源集团股份有限公司（以下简称"公司"、"上市公司"、"卧龙新能"） 第十届监事会第七次会议（以下简称"本次会议"）通知已于 2025 年 5 月 17 日以 专人送达、电子邮件、电话等方式送达全体监事。本次会议于 2025 年 5 月 21 日 以通讯表决方式召开。本次会议应参加表决监事 3 名，实际参加表决监事 3 名。 本次会议的召开符合《中华人民共和国公司法》、《中华人民共和国证券法》等法 律、法规、规范性文件及《卧龙新能源集团股份有限公司章程》的相关规定。本 次会议逐项审议并通过以下议案： 一、审议通过了《关于本次重大资产出售符合相关法律法规规定的议案》 公司拟将其持有的卧龙矿业（上海）有限公司（以下简称"上海矿业"或"标的 公司"） 90%股权（以下简称"标的资产"）转让予浙江卧龙舜禹投资有限公司（以 下简称"卧龙舜禹"）（以 ...

证券代码：600173 证券简称：卧龙新能 公告编号：临 2025-046 卧龙新能源集团股份有限公司 第十届董事会第十一次会议决议公告 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。 卧龙新能源集团股份有限公司（以下简称"公司"、"上市公司"、"卧龙新能"） 第十届董事会第十一次会议（以下简称"本次会议"）通知于 2025 年 5 月 17 日以 专人送达、电子邮件、电话等方式发出，本次会议于 2025 年 5 月 21 日以通讯表 决方式召开。本次会议应参加表决董事 9 人，实际参加表决董事 9 人。本次会议 召集召开程序符合《中华人民共和国公司法》《中华人民共和国证券法》等法律、 法规、规范性文件及《公司章程》的相关规定。会议逐项审议并通过了以下议案： 一、审议通过了《关于本次重大资产出售符合相关法律法规规定的议案》 公司拟将其持有的卧龙矿业（上海）有限公司（以下简称"上海矿业"或"标的 公司"） 90%股权（以下简称"标的资产"）转让予浙江卧龙舜禹投资有限公司（以 下简称"卧龙舜禹"）（以下简称"本次交易"、"本次重大 ...

Core Viewpoint - Wolong New Energy plans to sell 90% stake in Shanghai Mining to its indirect controlling shareholder, Wolong Holdings, for 221 million yuan, aiming to eliminate competition with its subsidiary Zhejiang Mining and focus on strategic resource integration and business transformation [1] Group 1: Transaction Details - The transaction price for the 90% stake in Shanghai Mining is set at 221 million yuan [1] - After the transaction, Wolong New Energy will no longer hold any equity in Shanghai Mining [1] - The transaction does not involve issuing shares and will not change the company's equity structure [1] Group 2: Business Focus and Strategy - The sale aims to resolve competition issues with Zhejiang Mining and enhance collaboration among wind energy, photovoltaic, energy storage, and hydrogen energy sectors [1] - The company is shifting its focus towards resource integration and business transformation [1] Group 3: Financial Impact - Following the transaction, the company's total assets, total liabilities, and debt-to-asset ratio will decrease [1] - The projected basic earnings per share for 2024, after deducting non-recurring items, is 0.14 yuan per share, indicating a decline in profitability [1] - The adjusted basic earnings per share, after non-recurring items, is estimated at 0.06 yuan per share [1]

Core Viewpoint - Wolong New Energy's subsidiary, Wolong Yingnaide, has successfully delivered the first domestically produced megawatt-level AEM hydrogen production equipment overseas, marking a significant milestone in the company's development and showcasing China's competitiveness in the global hydrogen energy market [1][4]. Group 1: Product and Technology Highlights - The delivered megawatt-level AEM hydrogen production equipment features an ultra-long system lifespan of 80,000 hours, significantly reducing replacement and maintenance costs for customers [1]. - The equipment utilizes advanced anion exchange membrane technology with a current density of 8000 A/m, which is leading in the industry, enhancing electrolysis efficiency and hydrogen production [2]. - The equipment's excellent dynamic response capability allows for quick adjustments to energy supply fluctuations, ensuring real-time matching of hydrogen production with energy supply [2]. Group 2: Financial Performance - In the first quarter of 2025, Wolong New Energy achieved an operating income of 1.105 billion yuan, a year-on-year increase of 97.53%, with net cash flow from operating activities nearing 500 million yuan, setting a historical high for the same period [4]. - The new energy segment generated an operating income of 119 million yuan, with a net profit attributable to shareholders of 1.8527 million yuan [4]. Group 3: Strategic Focus and Future Outlook - Wolong New Energy is strategically focusing on the renewable energy sector, planning to sell 90% of its stake in Shanghai Mining to concentrate resources on new energy projects [5]. - The sale of the stake is expected to enhance cash flow for further expansion in the renewable energy sector, promoting sustainable development [5]. - The renewable energy industry is rapidly developing, and with increasing global demand for clean energy, Wolong New Energy is well-positioned to capture market opportunities and enhance its core competitiveness [5].

Core Viewpoint - Wolong Real Estate is undergoing a significant transformation by shifting its focus from real estate to the renewable energy sector, as indicated by its name change to "Wolong New Energy" effective May 15, 2025, reflecting its strategic pivot away from traditional real estate operations [1] Group 1: Business Transition - Wolong Real Estate has a history of diversifying its business, previously attempting to enter the gaming and mining sectors, but these efforts have not yielded sustainable success [1][2] - The company has faced declining performance in its real estate segment, with a reported sales revenue decrease of 34.71% in 2022 and a further decline of 22.74% in 2023 [5][6] - The recent acquisition of stakes in four energy-related companies marks the company's third major business transition, aiming to establish a foothold in the renewable energy market [8] Group 2: Financial Performance - In 2022, Wolong Real Estate achieved a total revenue of 4.735 billion yuan, with mining trade contributing 3.095 billion yuan, a year-on-year increase of 247.91%, while real estate sales dropped to 1.627 billion yuan [5] - The company's mining trade revenue in 2023 was 3.471 billion yuan, reflecting a 12.13% increase, but real estate sales fell to 1.257 billion yuan, down 22.74% [6] - For 2024, the company anticipates a further decline in both mining trade and real estate sales, with projected decreases of 28.62% and 15.35%, respectively [6] Group 3: Strategic Challenges - The recent acquisitions in the energy sector involve companies that are currently operating at a loss, raising questions about the viability of this strategic shift [8] - Wolong Real Estate's overall revenue for 2024 is projected to be 3.61 billion yuan, a decrease of 24.08%, with net profit expected to drop by 75.15% [9] - The company's historical focus on specific regional markets has limited its growth potential, with revenues stagnating around ten billion yuan over the past three years [9]

Core Viewpoint - Wolong Real Estate is actively transforming by divesting its mining business and focusing on the renewable energy sector, aiming to create new profit growth points amidst declining revenues from its traditional operations [1][3][6]. Group 1: Divestment of Mining Business - On May 10, Wolong Real Estate announced the sale of 90% of its stake in Shanghai Mining to its indirect controlling shareholder, Wolong Holdings, marking a complete divestment from the mining sector [1][3]. - In 2024, Wolong Real Estate's total revenue is projected to be 3.611 billion yuan, with the mining trade business contributing 2.477 billion yuan, accounting for 68.6% of total revenue [1][3]. - The decision to divest comes as the mining business's revenue has significantly declined from 3.599 billion yuan in 2022 to 2.477 billion yuan in 2024, indicating a drop in its revenue-generating capacity [4][5]. Group 2: Shift to Renewable Energy - Concurrently, Wolong Real Estate has acquired several companies in the renewable energy sector, including Zhejiang Long Energy and Zhejiang Wolong Energy Storage, and will change its name to "Wolong New Energy" on May 15 [1][6]. - The acquired companies have shown mixed financial performance, with only Long Energy reporting a profit of approximately 105 million yuan in 2024, while others are operating at a loss [6][7]. - The strategic shift towards renewable energy is seen as a proactive response to industry cycles and aims to establish a second growth curve for the company [7][9]. Group 3: Industry Context and Trends - The renewable energy sector is experiencing significant growth, with global photovoltaic installations expected to increase by over 30% in 2024, and battery shipments projected to grow by 25% [7][8]. - The competitive landscape is intensifying, with leading companies like CATL and BYD reporting substantial profits, while others face challenges such as declining profits or losses [8]. - The trend of real estate companies diversifying into new sectors is becoming more common as they seek to mitigate risks associated with the saturated real estate market [9][10].

Core Viewpoint - Wolong Real Estate is undergoing a significant transformation by divesting its mining business and shifting focus towards the renewable energy sector, aiming to establish a dual business model of "real estate + renewable energy" [1][10]. Group 1: Divestment of Mining Business - On May 10, Wolong Real Estate announced plans to sell 90% of its stake in Shanghai Mining to its indirect controlling shareholder, Wolong Holdings, marking a complete exit from the mining trade [3][4]. - In 2024, Wolong Real Estate's total revenue was reported at 3.611 billion yuan, with the mining business contributing 2.477 billion yuan, accounting for 68.6% of total revenue [3][4]. - The decision to divest comes amid a decline in the revenue of the mining business, which fell from 3.599 billion yuan in 2022 to 2.477 billion yuan in 2024 [4][6]. Group 2: Shift to Renewable Energy - Concurrently, Wolong Real Estate has acquired several companies in the renewable energy sector, including Zhejiang Long Energy and Zhejiang Wolong Energy Storage, and will change its name to "Wolong New Energy" on May 15 [10][12]. - The acquired companies include one profitable entity, Long Energy, which reported a net profit of approximately 105 million yuan in 2024, while the others reported losses [12]. - The strategic shift towards renewable energy is seen as a proactive response to industry cycles and aims to capture growth opportunities in the context of global energy transition and carbon neutrality goals [12][13]. Group 3: Industry Context and Challenges - The renewable energy sector is experiencing high growth, with global photovoltaic installations increasing by over 30% in 2024, and battery shipments growing by 25% [13]. - However, the industry is also facing challenges, with some companies experiencing profit declines, highlighting the competitive landscape and the need for effective resource integration and management [13][16]. - The trend of real estate companies diversifying into other sectors, such as renewable energy, is becoming more common as firms seek to mitigate risks associated with the traditional real estate market [14][15].

Core Viewpoint - The company is undergoing a significant transformation from a traditional mineral trading business to a focus on renewable energy, as evidenced by the change of its stock abbreviation to "卧龙新能" (Wolong New Energy) and the divestiture of its mining assets [1][3][5] Group 1: Company Name and Stock Abbreviation Change - The company will officially change its stock abbreviation from "卧龙地产" (Wolong Real Estate) to "卧龙新能" (Wolong New Energy) on May 15, 2025, following approval from the Shanghai Stock Exchange [1][3] - The name change reflects the company's strategic shift towards renewable energy, with the management team having extensive experience in the industry [3] Group 2: Asset Divestiture - The company is in the process of selling its core mineral trading platform, Shanghai Mining, with preliminary valuation agreements reached between the parties involved [1][4] - The sale of Shanghai Mining, which accounted for nearly 70% of the company's revenue, aims to eliminate competition with its controlling shareholder, Wolong Holdings [4][5] Group 3: Strategic Focus on Renewable Energy - The company plans to actively respond to the national "dual carbon" policy by developing its renewable energy business, which includes wind, solar, energy storage, and hydrogen energy sectors [2] - Specific initiatives include the construction of a wind energy project in Baotou and the acquisition of distributed solar power station orders to enhance market share [2] - The company has made significant acquisitions in 2025, including stakes in four companies related to power and energy storage, establishing a comprehensive business matrix in the renewable energy sector [5]

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets announced significant updates, providing insights for investors [2] Company Announcements - Wolong Real Estate will change its stock name to "Wolong New Energy" effective May 15, 2025, while the stock code remains unchanged [3] - Ningbo Fuda has terminated its major asset restructuring plans due to a lack of agreement on the final transaction scheme, with no significant impact on its current operations or financial status [4] - Land usage rights for a site in Shanghai will be returned by Shanghai Xiba due to external economic conditions, expected to reduce profits by approximately 36.42 million yuan, which is about 85% of the previous year's audited net profit [7] - Blue Dai Technology plans to acquire an 18% stake in Chongqing Taiguan for 34.11 million yuan, resulting in full ownership of the subsidiary [6] Performance Metrics - China Merchants Shekou reported a sales amount of 14.764 billion yuan in April, with a cumulative sales area of 2.0594 million square meters for the first four months of 2025 [8] - Shoukai Co. achieved a sales amount of 1.46 billion yuan in April, with a 24.92% decrease in sales area compared to the previous month [9] - Tiankang Biological reported a sales revenue of 380 million yuan from pig sales in April, with a 1.06% increase from the previous month [10] - Longyuan Co. reported a sales revenue of 125 million yuan from pig sales in April, with a 14.59% increase from the previous month [11] - New Wufeng sold 408,100 pigs in April, marking a 36.31% year-on-year increase [13] - Guangqi Group's April automobile sales were 116,400 units, a 12.66% year-on-year decline [16] - Jianghuai Automobile reported April sales of 30,764 units, down 3.55% year-on-year [17] - Shunong Development achieved a sales revenue of 1.533 billion yuan in April, a 0.68% year-on-year increase [19] Contracts and Agreements - Fuling Electric plans to sign a contract for an energy management project in Anhui Province, with an estimated investment of 488 million yuan and projected returns of 790 million yuan over eight years [21] - *ST Weihai has been pre-selected for a construction project with a bid of 108 million yuan, which represents 4.33% of its audited revenue for 2024 [22] Shareholder Actions - Liyuan Technology's shareholder plans to reduce holdings by up to 3.04 million shares, representing no more than 2.0008% of total shares [23] - Baoli Food's shareholder intends to reduce holdings by up to 3% of total shares, equating to approximately 12 million shares [24] Share Buybacks - Hongta Securities' chairman proposed a share buyback plan with a total amount between 100 million and 200 million yuan [26]