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 之 发行保荐书 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二〇二五年十月 | 附件一 35 | | --- | 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 发行保荐书 声 明 中信证券股份有限公司（以下简称"中信证券"、"保荐人"）接受北方国际合作 股份有限公司（以下简称"北方国际"、"发行人"或"公司"）的委托，担任其向特 定对象发行 A 股股票的保荐人。 中信证券股份有限公司及保荐代表人根据《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》"）、《上市公司证 券发行注册管理办法》（以下简称"《注册管理办法》"）等有关法律、法规和中国证券 监督管理委员会（以下简称"中国证监会"）、深圳证券交易所（以下简称"深交所"） 的有关规定，诚实守信，勤勉尽责，严格按照依法制订的业务规则、行业执业规范和道 德准则出具发行保荐书，并保证所出具文件的真实性、准确性和完整性。若因保荐人为 发行人本次发行制作、出具的文件有虚假记载 ...

Investment Rating - The report maintains a "Buy" rating for several companies in the construction and decoration industry, including local state-owned enterprises such as Sichuan Road and Bridge, Tunnel Co., Anhui Construction, and Zhejiang Communications [4][22]. Core Insights - The report highlights the acceleration of state-owned asset management reforms across various provinces, aiming to enhance the efficiency of state-owned assets through measures like mergers, restructuring, and securitization [1][12]. - It emphasizes the importance of state-owned listed companies in preserving and increasing the value of state assets, which is crucial for supplementing local fiscal and social security funds [3][17]. - The report suggests that the focus on asset securitization will likely increase, with local governments and state-owned enterprises actively pushing for the listing of unlisted assets [2][17]. Summary by Sections State-Owned Asset Management - Multiple provinces are implementing reforms to optimize state-owned assets, with principles focusing on asset utilization, securitization, and leveraging funds [1][12]. - The scope of asset revitalization is expected to expand, targeting various types of state-owned resources and assets [2][12]. Financial Implications - The report indicates that local governments are facing funding constraints due to declining land transfer revenues and slow tax growth, which necessitates the revitalization of state-owned assets to supplement fiscal resources [2][19]. - State-owned listed companies are anticipated to prioritize valuation enhancement through operational improvements, increased dividends, mergers, and asset injections [3][17]. Investment Recommendations - Key investment opportunities include local state-owned enterprises with low price-to-earnings ratios, such as Sichuan Road and Bridge (25PE 9.6X), Tunnel Co. (25PE 7.4X), and Anhui Construction (25PE 6.0X) [4][22]. - The report also highlights the potential for asset injection and integration in leading international engineering firms like North International and China National Materials [4][22]. Valuation Insights - The report provides a detailed valuation table for key companies, indicating low price-to-book ratios for several central state-owned enterprises, suggesting potential undervaluation [20][24].

Core Points - The stock price of Northern International (000065) increased by 3.68% this week, closing at 11.28 yuan as of October 24, 2025 [1] - The company reached a weekly high of 12.74 yuan on October 22 and a low of 10.96 yuan on October 20 [1] - Northern International's current total market capitalization is 12.085 billion yuan, ranking 7th out of 39 in the professional engineering sector and 1572nd out of 5160 in the A-share market [1] Company Announcements - Northern International received approval from the Shenzhen Stock Exchange for its application to issue shares to specific investors, pending registration with the China Securities Regulatory Commission (CSRC) [2] - The Shenzhen Stock Exchange's review center confirmed that the company meets the conditions for issuance, listing, and information disclosure [2] - The final approval and timing from the CSRC remain uncertain, and the company will disclose updates as necessary [2]

Investment Rating - The industry rating is "Outperform the Market" (maintained rating) [5] Core Insights - Infrastructure investment showed weakness in September, but the fourth quarter may benefit from increased funding and policy catalysts. The report highlights the importance of infrastructure as a stabilizing measure for the economy, with a focus on undervalued, high-dividend construction stocks [1][2] - The real estate sector saw a decline in sales area by 5.5% year-on-year from January to September, with a significant drop of 21.3% in September alone. However, the completion rate for real estate projects turned positive for the first time since 2024, indicating a potential recovery [2] - Cement demand is gradually weakening, with a production drop of 5.2% year-on-year from January to September. The report suggests that cement companies may seek to optimize supply and increase prices to recover profitability [3] - The flat glass market showed signs of improvement in September, with a slight increase in demand. However, overall production still declined by 5.2% year-on-year, and inventory levels have risen significantly [4] Summary by Sections Infrastructure Investment - Infrastructure investment from January to September showed a year-on-year increase of 1.1%, but September alone saw a decline of 4.7%. The report anticipates a recovery in the fourth quarter due to early fiscal funding and new policy financial tools [1][2] Real Estate Sector - Real estate sales area decreased by 5.5% year-on-year from January to September, with a notable drop of 11.9% in September. New construction area fell by 18.9% year-on-year, while completion area saw a slight increase in September, marking the first positive growth since 2024 [2] Cement Industry - Cement production from January to September was 1.259 billion tons, down 5.2% year-on-year. The average shipment rate was 41.3%, a decrease of 2.6 percentage points year-on-year. The report indicates that cement companies are likely to push for price increases to enhance profitability [3] Glass Industry - Flat glass production from January to September was 72.881 million weight cases, down 5.2% year-on-year. The report notes a slight improvement in demand in September, but overall inventory levels have increased significantly, indicating potential challenges ahead [4]

Group 1 - The core point of the article is that Beifang International (000065) has received approval for its application to issue shares to specific targets, indicating a positive development in its fundraising efforts [1] - The company plans to raise approximately 960 million yuan through this issuance, which reflects its strategy to enhance capital for future growth [1] - CITIC Securities Co., Ltd. is the sponsor for this share issuance, highlighting the involvement of a reputable financial institution in the process [1]

Core Viewpoint - Northern International (000065) has received approval from the Shenzhen Stock Exchange for its issuance of securities to specific investors [1] Group 1: Issuance Details - The company plans to issue A-shares to no more than 35 specific investors, including various financial institutions and qualified investors [3] - The pricing benchmark for the issuance will be set at no less than 80% of the average trading price over the 20 trading days prior to the issuance date [3] - The total number of shares to be issued will not exceed 105,032,822 shares, which is capped at 30% of the company's total share capital prior to the issuance [3][6] Group 2: Fundraising Purpose - The total amount to be raised from this issuance is capped at 960 million yuan, which will be allocated to the Bosnia Komanyan Mountain 125MWp photovoltaic project and to supplement working capital [4][5] - The total investment for the Bosnia project is approximately 75.45 million yuan, with 72.44 million yuan expected to be funded from the issuance [5] Group 3: Shareholding Structure - As of June 30, 2025, the company directly holds 40.31% of Northern International's shares and indirectly holds 11.70% through Northern Technology, totaling 52.01% [6] - The actual controller of the company remains unchanged, with the State-owned Assets Supervision and Administration Commission of the State Council as the ultimate controller [6]

北方国际合作股份有限公司 公司本次向特定对象发行股票事项尚需获得中国证监会同意注册后方可实施，最终能否获得中国证监会 作出同意注册的决定及其时间尚存在不确定性。 公司将根据该事项进展情况及时履行信息披露义务，敬请广大投资者谨慎决策，注意投资风险。 特此公告。 证券简称：北方国际 证券代码：000065 公告编码：2025-083 关于向特定对象发行股票申请获得深圳证券 交易所上市审核中心审核通过的公告 登录新浪财经APP 搜索【信披】查看更多考评等级 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，没有虚假记载、误导性陈述或者重大遗 漏。 北方国际合作股份有限公司（以下简称"公司"）于2025年10月22日收到深圳证券交易所（以下简称"深 交所"）上市审核中心出具的《关于北方国际合作股份有限公司申请向特定对象发行股票的审核中心意 见告知函》，深交所发行上市审核机构对公司向特定对象发行股票的申请文件进行了审核，认为公司符 合发行条件、上市条件和信息披露要求，后续深交所将按规定报中国证券监督管理委员会（以下简 称"中国证监会"）履行相关注册程序。 北方国际合作股份有限公司董事会 二〇二五年十月二十二日 ...

Core Viewpoint - The company has received a positive review from the Shenzhen Stock Exchange regarding its application for a specific stock issuance, indicating compliance with issuance and listing conditions, as well as information disclosure requirements [1] Group 1 - The Shenzhen Stock Exchange's listing review center issued a notice on October 22, 2025, confirming that the company meets the necessary conditions for issuing stocks to specific targets [1] - The review process will continue with the China Securities Regulatory Commission (CSRC) for the necessary registration procedures following the Shenzhen Stock Exchange's approval [1] - The implementation of the stock issuance is contingent upon receiving approval from the CSRC, and there remains uncertainty regarding the timing and outcome of this approval [1]

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，没有虚假记载、 误导性陈述或者重大遗漏。 北方国际合作股份有限公司（以下简称"公司"）于2025年10月22日收到深 圳证券交易所（以下简称"深交所"）上市审核中心出具的《关于北方国际合作 股份有限公司申请向特定对象发行股票的审核中心意见告知函》，深交所发行上 市审核机构对公司向特定对象发行股票的申请文件进行了审核，认为公司符合发 行条件、上市条件和信息披露要求，后续深交所将按规定报中国证券监督管理委 员会（以下简称"中国证监会"）履行相关注册程序。 公司本次向特定对象发行股票事项尚需获得中国证监会同意注册后方可实 施，最终能否获得中国证监会作出同意注册的决定及其时间尚存在不确定性。 北方国际合作股份有限公司 关于向特定对象发行股票申请获得深圳证券交易所 上市审核中心审核通过的公告 证券简称：北方国际 证券代码：000065 公告编码：2025-083 公司将根据该事项进展情况及时履行信息披露义务，敬请广大投资者谨慎决 策，注意投资风险。 特此公告。 北方国际合作股份有限公司董事会 二〇二五年十月二十二日 1 ...

Core Insights - The professional engineering sector saw a rise of 0.71% on October 22, with Zhonghua Rock and Soil leading the gains [1] - The Shanghai Composite Index closed at 3913.76, down 0.07%, while the Shenzhen Component Index closed at 12996.61, down 0.62% [1] Stock Performance - Zhonghua Rock and Soil (002542) closed at 4.46, up 10.12% with a trading volume of 1.99 million shares and a transaction value of 884 million [1] - China Aluminum International (601068) closed at 5.93, up 10.02% with a trading volume of 475,200 shares and a transaction value of 267 million [1] - Tianwo Technology (002564) closed at 9.02, up 10.00% with a trading volume of 555,900 shares and a transaction value of 490 million [1] - Other notable performers include Zhongyan Dadi (003001) up 7.06% and Beifang International (000065) up 5.44% [1] Capital Flow - The professional engineering sector experienced a net inflow of 413 million in main funds, while retail funds saw a net outflow of 742,620 [2][3] - Major stocks like Beifang International and Tianwo Technology attracted significant main fund inflows of 207 million and 110 million respectively [3] - Conversely, retail investors showed a net outflow from several stocks, including Tianwo Technology and Zhonghua Rock and Soil [3]