国浩律师（上海）事务所 关于 长江精工钢结构（集团）股份有限公司 法律意见书 上海市静安区山西北路 99 号苏河湾中心 MT25-28 楼 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: (+86)(21) 5234 1668 传真/Fax: (+86)(21) 5234 1670 网址/Website: http://www.grandall.com.cn 二〇二五年十一月 国浩律师（上海）事务所 法律意见书 2025 年第三次临时股东会 之 法律意见书 致：长江精工钢结构（集团）股份有限公司 作为具有从事中国法律业务资格的律师事务所，国浩律师（上海）事务所（以 下简称"本所"）接受长江精工钢结构（集团）股份有限公司（以下简称"公司"） 的委托，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证券法》（以下简称"《证券法》"）等法律法规及规范性文件的规定， 指派本所律师出席公司2025年第三次临时股东会（以下简称"本次股东会"），并 就本次 ...

证券代码：600496 证券简称：精工钢构 公告编号：2025-115 长江精工钢结构（集团）股份有限公司 2025年第三次临时股东会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 11 月 10 日 (二)股东会召开的地点：上海市闵行区黎安路 999 号大虹桥国际 32 楼 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 546 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 786,754,424 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 39.5329 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次会议由公司董事会召集，经半数以上董事推荐，由公司董事黄幼仙女士主持。 会议的召集和召开合法有效，符合《公司法》《公司章 ...

Investment Rating - The report maintains a "Buy" rating for key companies in the construction and decoration industry, highlighting their long-term growth potential and attractive dividend yields [12][11][15]. Core Insights - The fourth quarter is expected to see institutions locking in profits, with a shift towards defensive market styles. High-quality stocks with clear long-term growth logic, low valuations, and high dividend yields are likely to attract capital [15][11]. - The construction sector has significantly lagged since the beginning of the year, with a year-to-date increase of only 11.0%, ranking 21st among 30 industries, and is still at historical low valuation levels [22][11]. - Key high-growth areas include: 1. **Overseas Expansion**: The trend of Chinese construction companies expanding overseas is expected to accelerate due to urbanization and industrialization in emerging markets, as well as the relocation of some manufacturing capacities from China [15][11]. 2. **Regional Prosperity**: Regions like Sichuan, Xinjiang, and Tibet are anticipated to receive policy support, leading to sustained high levels of infrastructure investment [15][11]. 3. **Cleanroom Engineering**: The semiconductor cleanroom sector is expected to benefit from the ongoing demand for AI and advanced manufacturing [15][11]. 4. **Commercial Satellites**: The report highlights the growth potential in the satellite energy supply systems, particularly focusing on Shanghai Port and East Pearl Ecology [15][11]. Summary by Sections Investment Recommendations - Recommended companies include: - China Chemical (PE 6.8X, expected dividend yield 2.6%) [12][11]. - Precision Steel Structure (PE 11.1X, expected dividend yield 6.3%) [12][11]. - China National Materials (PE 7.5X, expected dividend yield 5.3%) [12][11]. - Jianghe Group (PE 12X, expected dividend yield 6.7%) [12][11]. - Sichuan Road and Bridge (PE 9.5X, expected dividend yield 6.3%) [12][11]. - Yaxiang Integration (sub-industry share 98%) [12][11]. - Shanghai Port (expected dividend yield 55.4%) [12][11]. - East Pearl Ecology (focus on satellite communication) [12][11]. Market Performance Overview - The construction sector saw a weekly increase of 1.85%, ranking 10th among 31 A-share industries, with notable performances from sub-sectors like decoration and chemical engineering [16][11]. - Key stocks that performed well include Dongyi Risheng (27.68%), Chongqing Construction (25.24%), and Yaxiang Integration (19.17%) [16][11]. Industry Dynamics - The report emphasizes the importance of long-term growth logic, low valuations, and high dividend yields in the current market environment, suggesting that these factors will attract investor interest [22][11]. - The cleanroom engineering sector is projected to see significant growth driven by the AI boom, with global investments in semiconductor cleanrooms expected to reach approximately $168 billion by 2025 [32][11].

| 证券代码：600496 | 证券简称：精工钢构 | 公告编号：2025-114 | | --- | --- | --- | | 转债代码：110086 | 转债简称：精工转债 | | 长江精工钢结构（集团）股份有限公司 关于控股子公司为上市公司提供担保的公告 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。 重要内容提示： 担 保 对 象 被担保人名称 长江精工钢结构（集团）股份有限公司 本次担保金额 18,000 万元 实际为其提供的担保余额 42,658.06 万元 是否在前期预计额度内 □是 ☑否 □不适用：_________ 本次担保是否有反担保 □是 ☑否 □不适用：_________ 担保对象及基本情况 累计担保情况 | 对外担保逾期的累计金额（万元） 0 | | | --- | --- | | 截至本公告日上市公司及其控股 | 417,344.86 | | 子公司对外担保总额（万元） | | | 对外担保总额占上市公司最近一 | 46.68 | | 期经审计净资产的比例（%） | | | 特别风险提示（如有请勾 ...

Group 1 - Company Jinggong Steel Structure announced that as of the date of the announcement, the total amount of actual external financing guarantees provided by the company and its subsidiaries is approximately 4.173 billion RMB, with guarantees for related companies totaling 195 million RMB, accounting for 46.68% of the company's most recent audited equity attributable to shareholders [1] - The market capitalization of Jinggong Steel Structure is currently 8.5 billion RMB [2] Group 2 - The industry is experiencing a significant surge in overseas orders, which have increased by 246%, covering over 50 countries and regions [2] - Entrepreneurs in the industry have raised concerns about some companies selling at a loss, warning of the potential for vicious competition to extend overseas [2]

Investment Rating - The industry rating is maintained at "Outperform the Market" [4] Core Views - The construction sector experienced a decline of 1.35% this week, underperforming the broader market by 1.11 percentage points, with mergers, acquisitions, and technology-related stocks showing stronger performance [1][3] - For the first three quarters of 2025, the construction sector reported a revenue decline of 5.10% and a net profit decline of 9.53%, with the revenue drop remaining consistent compared to the same period in 2024 [1][12] - The third quarter of 2025 saw a revenue decline of 4.24% and a net profit decline of 17.52%, with an increase in expenses impacting profits [1][12] Summary by Sections 1. Construction Sector Performance - The construction sector's revenue for the first three quarters of 2025 was 58,415 billion yuan, with a year-on-year decline of 5.10% and a net profit of 1,239 billion yuan, down 9.53% [12][15] - The third quarter of 2025 showed a revenue decline of 4.24% and a net profit decline of 17.52%, with a slight improvement in revenue compared to the second quarter [1][12] 2. Central Enterprises - Only China Chemical, China Electric Power, and China Energy Construction reported positive revenue growth in the first three quarters of 2025, with China Chemical also achieving positive net profit growth [2][15] - The current dividend yield for China Construction is at 5.00%, highlighting its strong performance in terms of dividends [2][15] 3. International Engineering - China National Materials achieved a revenue growth of 3.99% in the first three quarters of 2025, with a 4.48% growth in the third quarter [2][19] - Other international engineering companies faced significant revenue and profit pressure, with high dividend yields for China National Materials and China Steel International at 4.76% and 4.67% respectively [2][19] 4. Local State-Owned Enterprises - Local state-owned enterprises such as Sichuan Road and Bridge, Tibet Tianlu, and Xinjiang Communications Construction reported positive revenue and profit growth [2][22] - Xinjiang Communications Construction showed remarkable performance with a revenue growth of 38.58% and a net profit growth of 147.73% in the first three quarters of 2025 [2][22] 5. Professional Engineering - Companies in the semiconductor cleanroom sector, such as Shenghui Integration, reported significant growth, with a revenue increase of 59.40% and a net profit increase of 93.89% in the third quarter of 2025 [2][20] - The overall performance in the professional engineering sector showed a clear divergence, with some companies experiencing strong growth while others faced challenges [2][20] 6. Investment Recommendations - The report suggests focusing on the construction sector's recovery, particularly in infrastructure investments driven by government initiatives [29] - Key recommendations include local state-owned enterprises in high-growth regions such as Sichuan and Zhejiang, as well as central enterprises like China Communications Construction and China Railway Construction [29]

Core Viewpoint - Jinggong Steel Structure is a leading steel structure construction service provider in China, with a full industry chain advantage and rich project experience [1] Group 1: Business Performance - In Q3 2025, Jinggong Steel Structure achieved revenue of 14.557 billion yuan, ranking 2nd in the industry, while the industry leader, Honglu Steel Structure, reported revenue of 15.917 billion yuan [2] - The company's net profit for the same period was 593 million yuan, ranking 1st in the industry, with Honglu Steel Structure at 497 million yuan [2] - Year-on-year growth for revenue was 20.85%, and net profit increased by 24.02% [6] Group 2: Financial Ratios - As of Q3 2025, the company's asset-liability ratio was 64.76%, higher than the industry average of 56.77% [3] - The gross profit margin for the same period was 11.52%, lower than the industry average of 13.40% [3] Group 3: Shareholder Information - As of September 30, 2025, the number of A-share shareholders decreased by 8.29% to 78,400 [5] - The average number of circulating A-shares held per shareholder increased by 9.04% to 25,400 [5] - New significant shareholders include funds such as Xingquan Trend Investment Mixed and GF Multi-Factor Mixed [5] Group 4: Future Outlook - The company plans to distribute cash dividends of no less than 70% of the annual net profit or 400 million yuan (whichever is higher) for the years 2025-2027, with a current market value corresponding to a dividend yield of 4.8% [6] - The order structure is improving, with overseas new contracts increasing by 87.3% year-on-year, accounting for 27.8% of total orders [6] - Revenue projections for 2025-2027 are 23.836 billion, 28.335 billion, and 32.490 billion yuan, with net profits of 640 million, 733 million, and 838 million yuan respectively [6]

长江精工钢结构（集团）股份有限公司 长江精工钢结构（集团）股份有限公司 CHANGJIANG & JINGGONG STEEL BUILDING （GROUP） CO.,LTD 2025 年第三次临时股东会会议资料 股票代码：600496 股票简称：精工钢构 长江精工钢结构（集团）股份有限公司 长江精工钢结构（集团）股份有限公司 2025 年第三次临时股东会议程 现场会议时间：2025 年 11 月 10 日下午 14：00 现场会议地点：上海市闵行区黎安路 999 号大虹桥国际公司 32 楼会议室 三、选举监票、记票人员； 四、议题审议： 1、审议《关于公司未来三年（2025-2027 年）股东回报规划的议案》； 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自 2025 年 11 月 10 日至 2025 年 11 月 10 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联网 投票平台的投票时间为股东会召开当日的 9:15-15:00。 会议召集人：公司董事会 ...

Market Overview - The professional engineering sector experienced a decline of 0.48% on October 30, with Nenghui Technology leading the drop [1] - The Shanghai Composite Index closed at 3986.9, down 0.73%, while the Shenzhen Component Index closed at 13532.13, down 1.16% [1] Stock Performance - Notable gainers included: - Shikong Technology (605178) with a closing price of 63.48, up 10.00% [1] - Jinggong Steel Structure (600496) with a closing price of 4.31, up 2.86% [1] - Significant decliners included: - Nenghui Branch (301046) with a closing price of 24.79, down 4.03% [2] - Shenghui Integration (603163) with a closing price of 46.95, down 3.91% [2] Capital Flow - The professional engineering sector saw a net outflow of 233 million yuan from main funds, while retail investors contributed a net inflow of 227 million yuan [2] - The main funds' net inflow for Shikong Technology was 47.57 million yuan, while retail investors had a net outflow of 13.62 million yuan [3] Detailed Stock Data - The following stocks had notable capital flows: - Shikong Technology: Main funds net inflow of 47.57 million yuan, retail net outflow of 13.62 million yuan [3] - Jinggong Steel Structure: Main funds net inflow of 18.27 million yuan, retail net outflow of 22.38 million yuan [3] - Other stocks with significant movements included: - Nenghui Branch: Main funds net inflow of 9.08 million yuan, retail net outflow of 12.42 million yuan [3] - Zhongcai International (600970): Main funds net inflow of 8.82 million yuan, retail net outflow of 3.11 million yuan [3]

Group 1 - The core viewpoint of the news is that Jinggong Steel Structure has seen a significant increase in its stock price, rising 5.25% to 4.41 yuan per share, with a total market capitalization of 8.776 billion yuan as of October 30 [1] - Jinggong Steel Structure has experienced a continuous increase in stock price for four consecutive days, with a cumulative increase of 2.2% during this period [1] - The company specializes in the design, manufacturing, installation, and engineering services of steel structure buildings, with 92.32% of its revenue coming from the steel structure industry [1] Group 2 - The fund under China Europe Fund, specifically the China Europe Value Selection Mixed A (021181), has entered the top ten circulating shareholders of Jinggong Steel Structure, holding 9.4292 million shares, which accounts for 0.47% of the circulating shares [2] - The fund has achieved a year-to-date return of 27.36% and a one-year return of 27.9%, ranking 3705 out of 8152 and 3340 out of 8038 respectively among its peers [2] - The fund manager, Zhang Xueming, has a tenure of 1 year and 191 days, with the best fund return during this period being 71.31% [2] Group 3 - The China Europe Value Selection Mixed A (021181) fund holds 9.4292 million shares of Jinggong Steel Structure, making it the sixth largest holding in the fund, representing 1.89% of the fund's net value [3] - The fund has realized a floating profit of approximately 2.0744 million yuan today, with a floating profit of 848,600 yuan during the four-day stock price increase [3]