证券代码：601789 证券简称：宁波建工 公告编号：2025-059 宁波建工股份有限公司 关于发行股份购买资产暨关联交易报告书（草案）（修订稿） 修订说明的公告 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"或"宁波建工"） 拟通过发行股份的方式购买宁波交通工程建设集团有限公司（以下 简称"标的公司"）100%股权（以下简称"本次交易"）。本公司 披露了《宁波建工股份有限公司发行股份购买资产暨关联交易报告 书（草案）（申报稿）》（以下简称"重组报告书"），于 2025 年 1 月 10 日收到贵所下发的《关于宁波建工股份有限公司发行股份购 买资产暨关联交易申请的审核问询函》（上证上审（并购重组）〔2025〕 6 号）（以下简称"问询函"）。本公司会同相关中介机构已对问询 函所列问题进行了落实，并按照问询函的要求对所涉及的问题进行 了回复，对重组报告书进行了相应的修订、补充和完善，相关文件 已于 2025 年 3 月 15 日进行了披露。 2025 年 3 月 31 日，本公司因申请 ...

Core Viewpoint - Ningbo Construction (601789.SH) has successfully secured a significant contract for the EPC general contracting of the Ankang High-tech Zone Smart Terminal Industrial Park Phase III project, amounting to 1.565 billion yuan, marking a key step in its industry chain integration and market expansion [1][2] Contract and Order Summary - As of June 30, 2025, the company has signed a total of 715 new contracts with a total value of 10.477 billion yuan, representing a year-on-year growth of 12.77% [1][2] - The company’s order backlog has exceeded 10 billion yuan, highlighting its strong competitiveness in the construction sector [2] - In Q2 2025, the company signed 380 new contracts worth approximately 6.844 billion yuan, a year-on-year increase of 21.94% [2] Financial Performance - For the first half of 2025, the company reported revenue of 9.174 billion yuan and a net profit attributable to shareholders of 130 million yuan, reflecting year-on-year declines of 8.49% and 9.43% respectively [3] - Analysts attribute the decline in performance to macroeconomic conditions and project settlement cycles, suggesting that this is a short-term fluctuation [3] Strategic Developments - The company announced a plan to acquire 100% of Ningbo Traffic Engineering Construction Group for 1.527 billion yuan, aimed at optimizing resource allocation and eliminating industry competition [4] - This acquisition will allow the company to integrate its construction, municipal engineering, and highway engineering businesses, forming a complete industry chain [4] Market Expansion - The company has established a market strategy characterized by "Ningbo base + provincial depth + external breakthroughs," actively expanding its market presence through investments and mergers [5][6] - In the first half of 2025, the company secured contracts worth 8.537 billion yuan in the local market, accounting for 69.49% of its total contracts [6] - The company is also expanding its business in the industrialization of construction, with contracts worth 578 million yuan in the first half of 2025 [6]

Market Overview - The housing construction sector experienced a decline of 2.59% on August 27, with Longyuan Construction leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Stock Performance - Key stocks in the housing construction sector showed the following closing prices and changes: - Ningbo Construction: 5.60, -0.18% - Shaanxi Construction: 3.93, -2.24% - Shanghai Construction: 2.43, -2.41% - China State Construction: 5.56, -2.63% - Zhejiang Construction Investment: 9.56, -2.65% - Chongqing Construction: 3.55, -2.74% - Gaoxin Development: 58.66, -3.11% - Longyuan Construction: 3.60, -3.74% [1] Capital Flow - The housing construction sector saw a net outflow of 494 million yuan from main funds, while retail funds had a net inflow of 302 million yuan [1] - The following table summarizes the capital flow for key stocks: - Ningbo Construction: Main funds - 15.94 million, Retail - -7.21 million - Shanghai Construction: Main funds - -15.83 million, Retail - 3.49 million - Chongqing Construction: Main funds - -16.65 million, Retail - 16.89 million - Shaanxi Construction: Main funds - -17.75 million, Retail - 12.01 million - Longyuan Construction: Main funds - -20.08 million, Retail - 14.22 million - Zhejiang Construction Investment: Main funds - -22.32 million, Retail - 20.19 million - Gaoxin Development: Main funds - -57.68 million, Retail - 58.94 million - China State Construction: Main funds - -36.02 million, Retail - 18.47 million [2]

Core Viewpoint - Ningbo Construction's stock price increased by 0.36% to 5.61 yuan as of August 26, 2025, with a trading volume of 5.56 million shares and a transaction amount of 312 million yuan [1] Group 1: Company Overview - Ningbo Construction specializes in housing construction, municipal public works, and building decoration, possessing a complete construction industry chain [1] - The company engages in general contracting, engineering design, and construction industrialization [1] Group 2: Financial Performance - For the first half of 2025, Ningbo Construction reported a revenue of 9.174 billion yuan and a net profit attributable to shareholders of 130 million yuan [1] - The company achieved a business undertaking amount of 12.286 billion yuan, representing a year-on-year growth of 23.37% [1] - The breakdown of business undertakings includes 4.842 billion yuan from housing construction and 5.906 billion yuan from municipal landscaping [1] Group 3: Major Projects - Ningbo Construction successfully won bids for significant projects, including the comprehensive development project in the Ningbo hub's urban integration area [1] Group 4: Market Activity - On August 26, 2025, the net outflow of main funds from Ningbo Construction was 30.451 million yuan, accounting for 0.5% of the circulating market value [1] - Over the past five days, the cumulative net outflow of main funds reached 58.7509 million yuan, representing 0.96% of the circulating market value [1]

Core Insights - Ningbo Construction reported a revenue of 9.174 billion yuan and a net profit of 130 million yuan for the first half of 2025, demonstrating resilience in a complex market environment [1] Group 1: Business Performance - The company achieved a business undertaking amount of 12.286 billion yuan, a significant year-on-year increase of 23.37%, with key contributions from housing construction and municipal landscaping sectors [2] - The housing construction business accounted for 4.842 billion yuan, representing 39.42% of total undertakings, while municipal landscaping contributed 5.906 billion yuan, making up 48.07% [2] - The company maintained a strong local market presence, securing 8.537 billion yuan from Ningbo, which is 69.49% of total undertakings, while also expanding into other regions [2] Group 2: Project Highlights - Major projects include the successful bid for the Ningbo hub urban integration project, with a cooperation scale exceeding 10 billion yuan, enhancing transportation convenience in the region [2] - Other significant projects include a 324 million yuan school construction and various EPC projects totaling 784 million yuan [2] Group 3: Multi-Sector Collaboration - In the field of industrialized construction, the company undertook 578 million yuan in business, leveraging its brand and site layout advantages [3] - The surveying and design sector also performed well, with 139 million yuan in undertakings, contributing to urban renewal projects in Ningbo [3] Group 4: Innovation and Recognition - The company obtained 19 new invention patents and 66 utility model and design patents, along with 13 provincial-level construction methods, enhancing its technological capabilities [4] - The company has established 11 high-tech enterprises and multiple technology centers, providing a solid foundation for business upgrades [4] - The brand received various accolades, including recognition as an advanced unit in cultural tourism project construction, reflecting its industry standing [4]

公司代码：601789 公司简称：宁波建工 2.2主要财务数据 第一节 重要提示 1.1本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规 划，投资者应当到www.sse.com.cn网站仔细阅读半年度报告全文。 1.2本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、完整 性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 1.3公司全体董事出席董事会会议。 1.4本半年度报告未经审计。 1.5董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 第二节 公司基本情况 2.1公司简介 ■ 单位：元 币种：人民币 ■ 2.3前10名股东持股情况表 单位: 股 ■ 2.4截至报告期末的优先股股东总数、前10名优先股股东情况表 □适用 √不适用 2.5控股股东或实际控制人变更情况 □适用 √不适用 2.6在半年度报告批准报出日存续的债券情况 √适用 □不适用 单位:元 币种:人民币 ■ 反映发行人偿债能力的指标： √适用 □不适用 ■ 第三节 重要事项 公司应当根据重要性原则，说明报告期内公司经营情况的重大变化，以及报告 ...

Group 1 - The company has obtained approval to issue short-term financing bonds up to RMB 2 billion [1] - The first phase of the financing bond issuance was completed on August 22, 2025, raising a total of RMB 400 million [1] - The bond has a maturity of 240 days, with an interest rate of 1.95% [1] Group 2 - The registration for the short-term financing bonds is valid for two years from the date of the acceptance notice [1] - The bonds are registered with the China Interbank Market Dealers Association [1] - Relevant documents regarding the bond issuance have been published on the China Money website and Shanghai Clearing House website [1]

Core Viewpoint - Ningbo Construction Co., Ltd. reported a decline in key financial metrics for the first half of 2025, with a focus on maintaining stability in its main business operations while expanding its market presence and enhancing technological innovation [1][2][3]. Company Overview and Financial Indicators - The company reported operating revenue of approximately 9.17 billion RMB, a decrease of 8.49% compared to the same period last year [2][7]. - Total profit for the period was approximately 161.70 million RMB, down 7.37% year-on-year [2][7]. - Net profit attributable to shareholders was approximately 130.32 million RMB, reflecting a 9.43% decrease compared to the previous year [2][7]. - The company's total assets decreased by 2.76% to approximately 31.15 billion RMB, while net assets increased slightly by 0.49% to approximately 5.01 billion RMB [2][7]. Industry and Main Business Situation - The company operates in the construction industry, focusing on building engineering, municipal road and bridge construction, landscaping, urban rail transit construction, and the production and sale of ready-mixed concrete and precast components [3][5]. - The company has established a comprehensive construction industry chain and is recognized as a regional market leader with significant competitive advantages in brand, capital, and performance [3][5]. Operational Analysis - The company adopted a market strategy targeting large projects and clients, achieving a total contract value of approximately 12.29 billion RMB, a year-on-year increase of 23.37% [3][4]. - Key projects include significant municipal and housing construction initiatives, contributing to the company's growth despite challenges in the real estate market [4][5]. - The company has strengthened its technological capabilities, obtaining 19 new invention patents and 66 utility model and design patents during the reporting period [5][6]. Financial Performance and Cost Management - Operating costs decreased by 8.92% to approximately 8.33 billion RMB, while sales expenses increased by 41.11% due to higher technical service fees [7]. - The company reported a net cash flow from operating activities of approximately -1.24 billion RMB, indicating a need for improved cash management [7]. - The company’s short-term borrowings increased by 80.45% to approximately 5.15 billion RMB, reflecting a strategy to secure additional financing [7].

Core Insights - Ningbo Construction Co., Ltd. reported a decrease in total assets and net profit for the first half of 2025 compared to the previous year, indicating potential challenges in financial performance [1][4]. Financial Performance - Total assets at the end of the reporting period were approximately 31.15 billion RMB, a decrease of 2.76% from the previous year [1]. - Operating revenue for the period was approximately 9.17 billion RMB, reflecting an 8.49% decline year-on-year [1]. - Total profit amounted to approximately 161.70 million RMB, down 7.37% from the previous year [1]. - Net profit attributable to shareholders was approximately 113.20 million RMB, a decrease of 4.30% compared to the same period last year [1]. - The net cash flow from operating activities was negative at approximately -1.24 billion RMB, showing an improvement from -1.58 billion RMB in the previous year [1]. Shareholder Information - The total number of shareholders at the end of the reporting period was 92,667 [1]. - The largest shareholder, Ningbo Transportation Investment Group Co., Ltd., holds 26.87% of the shares, amounting to 292 million shares [3]. Debt and Financial Ratios - The debt-to-asset ratio at the end of the reporting period was 82.41%, slightly improved from 83.02% at the end of the previous year [4]. - The EBITDA interest coverage ratio was reported at 3.03, an increase from 2.84 in the previous year [4].

证券日报网讯 8月25日晚间，宁波建工发布公告称，2025年半年度公司实现营业收入9，173，506， 115.82元，同比下降8.49%；归属于上市公司股东的净利润为130，322，042.18元，同比下降9.43%。 （文章来源：证券日报） ...