保荐人（主承销商） 中信证券股份有限公司 关于北方国际合作股份有限公司 2024年度向特定对象发行A股股票 发行过程和认购对象合规性的报告 本次向特定对象发行股票采取竞价发行方式，定价基准日为发行期首日，即 2025 年 12 月 11 日，发行价格为不低于定价基准日前 20 个交易日（不含定价基 准日，下同）公司股票交易均价（定价基准日前 20 个交易日股票交易均价=定价 基准日前 20 个交易日股票交易总额/定价基准日前 20 个交易日股票交易总量） 的 80%，且不低于发行前公司最近一年末经审计的归属于普通股股东每股净资产， 即 9.90 元/股。 北方国际合作股份有限公司（简称"北方国际"、"发行人"、"上市公司" 或"公司"）向特定对象发行股票的注册申请已获得中国证券监督管理委员会（以 下简称"中国证监会"）《关于同意北方国际合作股份有限公司向特定对象发行 股票注册的批复》（证监许可〔2025〕2605 号）的同意注册批复。 本次发行的保荐人（主承销商）中信证券股份有限公司（以下简称"中信证 券""保荐人（主承销商）"），根据《中华人民共和国公司法》《中华人民共 和国证券法》《证券发行与承销管理办法 ...

本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记载、误导性陈述或者重大遗 漏。 经公司2025年第一次临时股东大会审议通过，公司向国家金融监督管理总局天津监管局申报关于修改 《公司章程》的请示。监管部门已于2025年12月12日核准本次修改后的《公司章程》，批复文件为《天 津金融监管局关于北方国际信托股份有限公司修改公司章程的批复》（津金复〔2025〕390号）。公司 已于2025年12月18日完成修改《公司章程》涉及的市场主体变更备案手续。上述程序完成后，公司监事 会正式取消，由公司董事会风险控制及审计委员会根据《公司法》等法律法规及《公司章程》等制度规 定行使相关职责，公司《监事会议事规则》等制度同步废止。 北方国际信托股份有限公司 北方国际信托股份有限公司（以下简称公司）根据《中华人民共和国公司法》（以下简称《公司法》） 等法律法规规定，以及上级管理部门关于深化国有金融企业监事会改革的相关政策及工作部署，推动监 事会改革工作，并结合工作实际修改《北方国际信托股份有限公司章程》（以下简称《公司章程》）。 2025年12月22日 公司第四届监事会自成立以来，勤勉尽责、恪尽职守，为公司的规范 ...

Investment Rating - The report rates the industry as "Overweight" [7] Core Insights - The potential for investment growth in new infrastructure remains significant, with a focus on expanding effective investment space and enhancing private investment vitality [2][3] - Central enterprises are encouraged to identify new growth areas, particularly in renewable energy, aerospace, and low-altitude economy sectors [4] - The government is increasing support for capital in key infrastructure projects, including railways and smart construction initiatives [5] Summary by Relevant Sections Recent Key Reports - The report highlights the importance of strategically expanding investment in new infrastructure and emphasizes the need for a coordinated approach to urbanization and rural revitalization [3][4] Key Company Recommendations - Recommended companies include China Railway, China Communications Construction, and China State Construction, all of which are expected to benefit from high dividend yields and stable growth [8][11] - Specific sectors such as clean rooms, commercial aerospace, and controlled nuclear fusion are highlighted for their growth potential, with recommended stocks including Yaxiang Integration and Shanghai Port [6][10] Macro/Meso/Micro Data - The report indicates a projected increase in broad infrastructure funding by 7.3% in 2025, driven by enhanced fiscal policies and the issuance of special bonds [31][32] - It also notes that the construction industry is experiencing a decline in net profit margins, with a 10% year-on-year decrease in net profit reported [14][15]

Core Insights - The stock of Beifang International (000065) closed at 12.51 yuan on December 19, 2025, with a slight increase of 0.64% and a turnover rate of 1.74% [1] - The company reported a significant decline in its financial performance for the first three quarters of 2025, with a 29.79% year-on-year decrease in main revenue and a 36.02% drop in net profit attributable to shareholders [2] Financial Performance - For the first three quarters of 2025, Beifang International's main revenue was 9.915 billion yuan, down 29.79% year-on-year [2] - The net profit attributable to shareholders was 485 million yuan, reflecting a 36.02% decrease compared to the previous year [2] - The third quarter alone saw a main revenue of 3.181 billion yuan, a decline of 14.2% year-on-year, and a net profit of 176 million yuan, down 19.49% [2] - The company's debt ratio stands at 56.87%, with financial expenses amounting to 74.92 million yuan and a gross profit margin of 14.24% [2] Market Activity - On December 19, 2025, the net outflow of main funds was 16.0839 million yuan, accounting for 7.59% of the total transaction amount, while retail investors saw a net inflow of 22.0098 million yuan, representing 10.38% of the total [1] - Over the past 90 days, seven institutions have provided ratings for the stock, with six recommending a buy and one suggesting an increase in holdings, while the average target price set by institutions is 14.32 yuan [2]

Investment Rating - The report maintains a "stronger than the market" investment rating for the construction and decoration industry [3]. Core Viewpoints - The Central Economic Conference has set the tone for "dual easing," indicating that incremental policies and key projects are expected to advance [12][13]. - There is a significant increase in special bond net financing, with a cumulative net financing of 3.88 trillion yuan as of December 13, 2025, which is higher than the same period in the previous three years [13]. - The macroeconomic focus remains on stable growth, with expectations for further policies to promote infrastructure and real estate demand in the coming year [12]. Summary by Sections 1. Industry Viewpoints and Investment Recommendations - The construction and decoration index fell by 1.59% last week, with specific sectors like landscaping engineering (+1.74%) and municipal engineering (+0.20%) performing better [12]. - The Central Economic Conference emphasized a more proactive fiscal policy and moderately loose monetary policy, suggesting that strategic projects will accelerate [12]. - The report identifies three main investment lines: 1. Recommend state-owned enterprises benefiting from national key projects, such as China Railway Construction and China State Construction [17]. 2. Focus on high-prosperity segments related to major strategic projects, recommending companies like High Hope Explosive and China Railway Industry [17]. 3. Support for companies transitioning to new productive forces like AI and robotics, recommending firms such as Roman Holdings and Hongrun Construction [17]. 2. Market Review - The report notes that the special bond issuance has completed 103% of the annual issuance target, with a total of 4.54 trillion yuan issued [13][16]. - The construction sector's performance is tracked, with specific stocks showing significant gains, such as Yaxiang Integration (+25.2%) and Hexin Instruments (+13.4%) [23]. 3. Key Company Dynamics - The report tracks significant company announcements, including China Chemical's nylon new material project achieving full production capacity and Shanghai Construction's provision of guarantees totaling 63.89 billion yuan [30]. 4. Industry Valuation Status - As of December 12, 2025, the PE ratios for various construction sub-sectors are as follows: housing construction (6.25x), municipal engineering (7.89x), and chemical engineering (10.56x) [31].

Investment Rating - The report rates the construction engineering industry as "Overweight" [1] Core Insights - The central economic work conference emphasizes the need to stabilize investment and implement major projects to support economic growth [3][4] - The State-owned Assets Supervision and Administration Commission (SASAC) urges central enterprises to actively promote the implementation of significant projects to ensure stable supply and prices of essential products [5][6] - The Ministry of Finance highlights the importance of government investment in driving economic recovery and encourages the issuance of long-term special bonds to support major construction projects [6] Summary by Sections Recent Key Reports - The report discusses the need for high-demand, high-barrier, and high-profit leading companies in the construction sector, recommending sectors such as AI, controlled nuclear fusion, and low-altitude economy [11][13] - It notes that the construction industry has seen a decline in net profit, with a 10% year-on-year decrease in the first three quarters [15][16] Key Company Recommendations - Recommended companies include China State Construction (dividend yield 5.25%), China Railway (dividend yield 4.80%), and China Communications Construction (dividend yield 1.92%) [9][29] - The report suggests focusing on companies with strong dividend yields and stable growth, particularly in the context of debt reduction and anti-competitive policies [12][29] Macro/Meso/Micro Data - The report indicates a projected increase in broad infrastructure funding by 7.3% in 2025, driven by government bonds and domestic loans [32][34] - It highlights the importance of private capital participation in infrastructure projects to enhance funding and project execution [28]

Core Insights - The report emphasizes the acceleration of bidding for nuclear fusion projects and the operational launch of the Liebherr Nantong base, focusing on nuclear power and marine engineering modules [6][15][28] - The report highlights the structural recovery of infrastructure investment, particularly in Sichuan and Xinjiang, and recommends investments in low-valuation central state-owned enterprises [6][34] - The report tracks the development of cleanroom technology and the increasing capital expenditure of Taiwanese electronics companies in the U.S., indicating a trend of the Taiwanese supply chain moving to the U.S. [6][34] Group 1: Nuclear Fusion and Power Projects - The signing of a joint statement between China and France on December 4, 2025, promotes the development of nuclear power, recognizing nuclear fusion energy as a significant direction for future energy development [6][15] - The Liebherr Nantong base is expected to achieve an annual output value of CNY 560 million for nuclear modules and CNY 640 million for oil and gas energy modules, addressing the decline in traditional chemical business demand [6][28] - The report notes that the modular construction method in nuclear power can significantly shorten construction periods, with the Liebherr Nantong base now operational [6][28] Group 2: Cleanroom and Coal Chemical Industry - The report tracks the cleanroom sector, noting that TSMC plans to invest USD 165 billion in capital expenditures in the U.S., with Foxconn and Wistron also planning significant investments [6][34] - In the coal chemical sector, projects are progressing steadily, with Xinjiang remaining a primary investment area, including a 1.5 million tons/year coal-to-ethylene project [6][34] - The average price of medium and heavy plates in 13 regions decreased by 0.9%, while rebar prices fell by 1.0%, indicating a slight decline in steel prices [6][34] Group 3: Financial Tracking and Investment Recommendations - The report indicates that special bonds issued for refinancing have reached CNY 2.01 trillion, with a cumulative issuance of CNY 4.5 trillion in special bonds for the year, reflecting a 13.8% year-on-year increase [6][34] - The report recommends focusing on four main investment lines: infrastructure recovery, safety resources, technology in high-end manufacturing, and overseas business opportunities [6][34] - The funding availability rate for construction sites is reported at 59.74%, showing a slight increase from the previous week [6][34]

Core Viewpoint - As of December 4, 2025, Beifang International (000065) closed at 12.48 yuan, marking a 2.89% increase, with a turnover rate of 3.41% and a trading volume of 332,400 hands, amounting to a total transaction value of 412 million yuan [1] Group 1: Financial Performance - For the first three quarters of 2025, the company's main revenue was 9.915 billion yuan, a year-on-year decrease of 29.79% [5] - The net profit attributable to shareholders was 485 million yuan, down 36.02% year-on-year [5] - The third quarter alone saw a main revenue of 3.181 billion yuan, a decline of 14.2% year-on-year, with a net profit of 176 million yuan, down 19.49% [5] - The company's debt ratio stands at 56.87%, with financial expenses amounting to 74.92 million yuan [5] Group 2: Market Position and Ratios - Beifang International's total market value is 13.371 billion yuan, compared to the engineering construction industry average of 22.046 billion yuan, ranking 21st out of 67 [3] - The company's net assets are 10.902 billion yuan, with an industry average of 53.14 billion yuan, ranking 23rd [3] - The price-to-earnings ratio (P/E) is 20.69, while the industry average is 12.54, placing it 21st [3] - The price-to-book ratio (P/B) is 1.31, compared to the industry average of 3.53, ranking 27th [3] - The gross margin is 14.24%, slightly above the industry average of 13.35%, ranking 23rd [3] - The net margin is 4.89%, significantly better than the industry average of -3.1%, ranking 13th [3] - Return on equity (ROE) is 4.96%, compared to the industry average of 0.74%, ranking 19th [3] Group 3: Financing and Capital Flow - On December 4, 2025, the net inflow of main funds was 18.2682 million yuan, accounting for 4.43% of the total transaction value [1] - The financing data shows a financing buy of 41.5896 million yuan and a financing repayment of 47.2123 million yuan, resulting in a net repayment of 5.6227 million yuan [2] - The margin trading balance is 625 million yuan, with a short selling of 8,800 shares and a repayment of 38,500 shares [2]

Core Viewpoint - The company has announced a change in its annual audit accounting firm from Ernst & Young Hua Ming to Zhongshun Hua Accounting Firm, effective for a one-year term, following the approval at the second extraordinary general meeting of shareholders in 2025 [1] Group 1 - The decision to change the accounting firm was made after considering the company's actual situation and audit service needs [1] - The company has communicated with Ernst & Young Hua Ming regarding this change, and the firm has acknowledged the decision without objection [1] - The board of directors expressed gratitude to Ernst & Young Hua Ming for their professional, objective, and efficient audit services over the years [1]

Group 1 - The core viewpoint of the news highlights that Northern International's stock closed at 12.48 yuan on December 4, with a 2.89% increase and a rolling PE ratio of 17.22 times, resulting in a total market capitalization of 13.371 billion yuan [1] - The average PE ratio for the engineering construction industry is 25.16 times, with a median of 21.08 times, placing Northern International at the 40th position within the industry [1] - On December 4, Northern International experienced a net inflow of main funds amounting to 18.2682 million yuan, although it has seen a total outflow of 102.9355 million yuan over the past five days [1] Group 2 - Northern International's main business includes engineering construction and services, resource supply chain, power operation, and industrial manufacturing [1] - The latest performance report for the third quarter of 2025 indicates that the company achieved an operating revenue of 9.915 billion yuan, a year-on-year decrease of 29.79%, and a net profit of 485 million yuan, down 36.02% year-on-year, with a sales gross margin of 14.24% [1] - The PE (TTM) for Northern International is reported at 17.22, while the industry average is 25.16 and the industry median is 21.08 [2]