证券代码：601789 证券简称：宁波建工 公告编号：2025-061 宁波建工股份有限公司 关于全资子公司 中标宁波市江北区 JB15—06—17/20 地块三标段（施工）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。 宁波建工股份有限公司（以下简称"公司"）全资子公司宁波建工建 乐工程有限公司（以下简称"建工建乐"）于近日收到招标人宁波城宏置 业有限公司及招标代理人德威工程管理咨询有限公司签发的《中标通知 书》。根据《中标通知书》及招标文件，建工建乐为宁波市江北区 JB15— 06—17/20 地块三标段中标单位，具体情况如下： 一、项目名称：江北区 JB15—06—17/20 地块三标段（施工）。 二、建设地点：位于宁波市江北区洪塘地段内，东至茅家河绿化带， 南临北环西路绿化带，西至开元路，北至长兴路。 1 四、建设规模：本次招标 JB15-06-17 地块，用地面积约 2.49 万平方 米。地下局部二层，地上主体建筑性质：住宅、商业、配套用房。建筑面 积约 97800 平方米。 五、中标价：728,606,6 ...

Group 1 - The company Ningbo Construction announced on September 2 that its wholly-owned subsidiary, Ningbo Construction Jianle Engineering Co., Ltd., has received a bid notification from Ningbo Chenghong Real Estate Co., Ltd. and Dewey Engineering Management Consulting Co., Ltd. [1] - The company has been awarded the contract for the JB15-06-17/20 plot in Jiangbei District, Ningbo, with a winning bid amount of 729 million yuan [1]

Group 1 - The core point of the article is that Ningbo Construction (601789) announced that its wholly-owned subsidiary, Ningbo Construction Jianle Engineering Co., Ltd., has won a bid for a project in Ningbo City with a contract value of 729 million yuan and a construction period of 1100 calendar days [1] Group 2 - The winning bid is for the JB15—06—17/20 plot, specifically for section three of the project [1] - The bid was awarded by Ningbo Chenghong Real Estate Co., Ltd. and the bidding agent is Dewey Engineering Management Consulting Co., Ltd. [1]

Group 1 - The core point of the article is that Ningbo Construction (601789.SH) announced that its wholly-owned subsidiary, Ningbo Construction Jianle Engineering Co., Ltd., has won a bid for a project in Ningbo City with a contract value of 729 million yuan and a construction period of 1100 calendar days [1] Group 2 - The winning bid is for the JB15—06—17/20 plot, specifically for section three of the project [1] - The bid was awarded by Ningbo Chenghong Real Estate Co., Ltd. and the bidding agent Dewey Engineering Management Consulting Co., Ltd. [1]

Core Viewpoint - Ningbo Construction Co., Ltd. plans to acquire 100% equity of Ningbo Traffic Engineering Construction Group Co., Ltd. through a share issuance, which is expected to enhance the company's operational capabilities and market competitiveness [1][9][12]. Transaction Overview - The transaction involves issuing shares to purchase assets from Ningbo Traffic Investment Group Co., Ltd. and does not include raising additional funds [9][12]. - The transaction price for the acquisition of Ningbo Traffic Engineering Construction Group Co., Ltd. is set at approximately RMB 1.527 billion [9][10]. Impact on Company Operations - Post-transaction, Ningbo Traffic Engineering will become a wholly-owned subsidiary, integrating construction and municipal engineering operations, which is expected to optimize resource allocation and enhance competitiveness [11][12]. - The transaction is anticipated to improve the company's financial metrics, including total assets, revenue, and net profit, thereby strengthening its risk resistance and sustainable profitability [12][13]. Financial Metrics - Before the transaction, the total assets were approximately RMB 3.204 billion, projected to increase to RMB 4.235 billion post-transaction, reflecting a growth of 32.19% [12]. - The net profit is expected to rise from RMB 32.19 million to RMB 45.16 million, indicating a growth of 40.29% [12]. Shareholding Structure - After the transaction, the controlling shareholder, Ningbo Traffic Investment Group, will increase its stake from 26.87% to 47.86%, while public shareholders will hold over 10% of the total shares, maintaining compliance with listing requirements [12][13]. Compliance and Approval - The transaction has undergone necessary decision-making and approval processes, including board meetings and independent director reviews, ensuring adherence to legal and regulatory standards [12][14]. - The company has committed to strict information disclosure and compliance with regulations throughout the transaction process [14][15]. Investor Protection Measures - The company has engaged independent financial advisors and legal counsel to ensure fair pricing and compliance with regulations, protecting the interests of minority shareholders [14][15]. - A network voting platform will be provided for shareholders to participate in decision-making, ensuring transparency and accessibility [15]. Future Strategies - The company plans to enhance operational efficiency and governance structures post-transaction, aiming for improved economic benefits and shareholder returns [16][17]. - Measures will be implemented to mitigate any potential dilution of earnings per share resulting from the transaction [16][17].

Group 1 - The core transaction involves Ningbo Construction Co., Ltd. issuing shares to acquire 100% equity of Ningbo Traffic Engineering Construction Group Co., Ltd. from Ningbo Traffic Investment Group Co., Ltd. [12][14][20] - The transaction price is set at approximately 1.527 billion yuan, with an estimated increase rate of 16.49% compared to the company's equity value [13][15]. - The transaction is classified as a related party transaction and is expected to enhance the company's operational capabilities and market competitiveness [20][24]. Group 2 - The transaction will result in Ningbo Traffic Engineering becoming a wholly-owned subsidiary of Ningbo Construction, consolidating various construction and engineering operations under one umbrella [20][21]. - Post-transaction, the shareholding structure will change, with Ningbo Traffic Investment Group's stake increasing from 26.87% to 47.86% [21][24]. - The transaction is anticipated to improve key financial metrics, including total assets, revenue, and net profit, thereby enhancing the company's risk resilience and profitability [22][23]. Group 3 - The company has committed to ensuring fair pricing and has engaged independent financial advisors and legal counsel to oversee the transaction's compliance and fairness [26][27]. - The company will implement measures to protect minority shareholders' interests, including strict adherence to disclosure obligations and approval processes for related party transactions [26][27]. - The transaction is expected to have no immediate dilutive effect on earnings per share, with projections indicating an increase in net profit and earnings per share post-transaction [28].

Core Viewpoint - The supplementary legal opinion letter indicates that the transaction involving Ningbo Construction Co., Ltd. is progressing with adjustments to share issuance price and quantity due to a profit distribution plan, while remaining compliant with relevant regulations and not constituting a major asset restructuring [3][4][15]. Transaction Plan - The share issuance price has been adjusted from 3.59 yuan to 3.49 yuan per share, and the number of shares to be issued has increased from 425,404,059 to 437,593,287 shares due to the implementation of a profit distribution plan [3][4]. Subject Qualifications - The qualifications of the listed company and the transaction counterpart,交投集团, have not changed during the supplementary verification period, confirming their eligibility to engage in the transaction [4][5]. Approvals and Authorizations - New approvals and authorizations have been obtained during the supplementary verification period, including the approval of the asset evaluation report and the revised transaction report [4][5]. Related Agreements - The related agreements for the transaction have remained unchanged during the supplementary verification period [5]. Target Assets - The basic situation, shareholding structure, and historical evolution of the target company have not changed during the supplementary verification period [5][6]. Business Qualifications - The main business of the target company has not changed, and one new major qualification has been added during the supplementary verification period [8]. Debt and Liability Handling - The handling of debts and liabilities related to the transaction has not changed during the supplementary verification period [9]. Information Disclosure - New information disclosures related to the transaction have been made, including announcements regarding the asset evaluation report and the revised transaction report [10][11]. Substantial Conditions - The transaction meets the substantial conditions outlined in the restructuring management measures, including compliance with industry policies and absence of significant legal obstacles [11][12][14]. Conclusion - The legal opinion concludes that the transaction complies with relevant laws and regulations, does not constitute a major asset restructuring, and has no substantial legal obstacles to its implementation [15][16].

Core Viewpoint - Ningbo Construction Co., Ltd. plans to issue shares to acquire 100% equity of Ningbo Transportation Engineering Construction Group Co., Ltd. held by Ningbo Transportation Investment Group Co., Ltd. The valuation of the total equity of Ningbo Transportation Engineering Construction Group Co., Ltd. is assessed in this report [5][6][17]. Group 1: Project Overview - Project Name: Issuance of shares by Ningbo Construction Co., Ltd. to purchase 100% equity of Ningbo Transportation Engineering Construction Group Co., Ltd. [5] - Client: Ningbo Construction Co., Ltd. [5] - Valuation Purpose: To provide a value reference for the acquisition based on the board resolution of Ningbo Construction Co., Ltd. [6] Group 2: Valuation Details - Valuation Date: June 30, 2024, with the report issued on November 27, 2024 [6]. - Valuation Methods: Asset-based method and market method [7]. - Total Assets: CNY 8,461,152,403.04, Total Liabilities: CNY 7,396,557,837.72 [6]. - Shareholders' Equity Value: CNY 1,064,594,565.32 [7]. Group 3: Valuation Results - Valuation Conclusion: The assessed value of the total equity is CNY 158,133.47 million, representing an increase of CNY 51,674.01 million (48.54%) compared to the audited single entity equity of CNY 106,459.46 million [7]. - Consolidated Equity Increase: CNY 21,430.95 million (15.68%) compared to the audited consolidated equity of CNY 136,702.52 million [7]. Group 4: Validity and Special Considerations - Validity Period: The valuation conclusion is valid for one year from the valuation date, expiring on December 30, 2025 [7]. - Special Considerations: The valuation does not account for the impact of guarantees on the valuation conclusion [8][14].

甬兴证券有限公司 关于宁波建工股份有限公司 发行股份购买资产暨关联交易 之 独立财务顾问报告 （修订稿） 独立财务顾问 甬兴证券有限公司 二〇二五年八月 甬兴证券有限公司 独立财务顾问报告（修订稿） 独立财务顾问声明与承诺 一、独立财务顾问声明 （一）本独立财务顾问报告所依据的文件和材料由本次交易各方提供，提供 方对所提供文件及资料的真实性、准确性和完整性负责，并保证该等信息不存在 虚假记载、误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任何风 险责任； （二）本独立财务顾问报告是在假设本次交易各方当事人均全面和及时履行 本次交易相关协议和声明或承诺的基础上出具，若上述假设不成立，本独立财务 顾问不承担由此引起的任何风险责任； （三）对于本独立财务顾问报告至关重要而又无法得到独立证据支持或需要 法律、审计、评估等专业知识来识别的事实，本独立财务顾问主要依据有关政府 部门、律师事务所、会计师事务所、资产评估机构及其他有关单位出具的意见、 说明及其他文件作出判断。 （四）如本独立财务顾问报告中结论性意见引用其他证券服务机构专业意见的， 独立财务顾问已进行了必要的审慎核查。除上述核查责任之外，独立财务顾问并 ...

Group 1 - The board of directors of Ningbo Construction Co., Ltd. held its 22nd meeting of the 6th session on August 28, 2025, via telecommunication, with all 9 directors participating and voting [1] - All proposals presented during the board meeting were approved unanimously, with no dissenting or abstaining votes [1][2] - The meeting included the review of the revised draft of the asset purchase and related transaction report, necessitated by an extension of the asset evaluation report [1][2] Group 2 - The company engaged Zhejiang Yinxin Asset Appraisal Co., Ltd. to conduct an asset evaluation of Ningbo Traffic Engineering Construction Group Co., Ltd. as part of the transaction process, with the evaluation date set for December 31, 2024 [2] - The updated asset evaluation report confirmed that the asset values had not decreased, and the results will be used for information disclosure and regulatory submissions, but will not affect the transaction pricing [2][3]