广东省深圳市福田区益田路 5033 号平安金融 57/58/59/F, Tower A, Ping An Finance Centre, 5033 Yitian Road, Fut gdong 518000 China 电话/Tel:+86 755 3325 6666 传真/Fax · +86 755 3320 6888 北京市中伦(深圳)律师事务所 关于深圳市天健(集团)股份有限公司 2025 年第二次临时股东会的 GIUN 師事務所 特殊的普通合伙 Limited Liability Partnership 北京市中伦(深圳)律师事务所 关于深圳市天健(集团)股份有限公司 2025 年第二次临时股东会的 法律意见书 二〇二五年十月 北京 · 上海 · 深圳 · 广州 · 武汉 · 成都 · 重庆 · 青岛 · 杭州 · 南京 ·海口 · 东京 · 香港 · 伦敦 · 纽约 · 洛杉矶 · 日金山 · 阿拉木图 Beljing • Shanghai • Shanghau • Guangzhou • Withm • Chongqing • Qioaglas • Hangzlou • Nanjing • Hal ...

Investment Rating - The report maintains a "Recommend" rating for the company [1][3]. Core Views - The company achieved a revenue of 9.96 billion yuan in the first three quarters of 2025, representing a year-on-year growth of 7.8%, while the net profit attributable to shareholders was 20 million yuan, a significant decline of 93.9% year-on-year [3][6]. - The company's gross margin decreased by 5.5 percentage points to 10.7% in the first three quarters, impacting net profit growth [6]. - The company has a robust pipeline of projects, including Tianjian Tianjiao, Guangming, and Ruifu, which are expected to support future performance [6]. Financial Summary - Revenue projections for 2025-2027 are estimated at 21.785 billion yuan, 22.002 billion yuan, and 22.662 billion yuan, respectively, with corresponding EPS of 0.37 yuan, 0.40 yuan, and 0.44 yuan [5][7]. - The company’s net profit is projected to recover to 690 million yuan in 2025, 750 million yuan in 2026, and 820 million yuan in 2027, with a net profit margin gradually improving [5][7]. - The asset-liability ratio is expected to decrease from 76.5% in 2024 to 74.0% in 2027, indicating improved financial stability [7]. Market Position and Strategy - The company is actively engaged in urban renewal projects, with a total of 31 billion yuan in sales in the first three quarters of 2025, although this represents a decline of 36.2% year-on-year [6]. - The company has successfully issued medium-term notes totaling 11.9 billion yuan in the third quarter, maintaining a smooth financing channel [6]. - The company is positioned as a resource integration platform for Shenzhen construction, with expectations for significant growth in the construction sector under the backdrop of the Shenzhen State-owned Assets Supervision and Administration Commission [6].

Core Viewpoint - The company, Shenzhen Tianjian Group, has released its third-quarter financial report for 2025, ensuring the accuracy and completeness of the disclosed information [9][12]. Financial Data - The third-quarter financial report has not been audited [8]. - The company does not require retrospective adjustments or restatements of previous accounting data [3]. - There are no non-recurring profit and loss items applicable for the reporting period [4]. Shareholder Information - The total number of ordinary shareholders and the situation of the top ten shareholders have been disclosed, with no changes reported in the lending of shares due to transfer and financing [6]. Board Meeting - The board of directors held its 35th meeting on October 27, 2025, where they approved the third-quarter report and a financial assistance proposal to a wholly-owned subsidiary [12][13].

以上数据仅为阶段性统计，最终以定期报告披露的数据为准。 特此公告。 1 序 号 业务模式 2025 年 7-9 月 新签订单 截至 2025 年 9 月 30 日 累计已签约未完工订单 剩余金额 已中标未签约订单 数量 （个） 金额 （万元） 数量 （个） 金额 （万元） 数量 （个） 金额 （万元） 1 施工承包 18 122,661.94 176 1,685,265.29 22 131,816.51 2 工程总承包 1 3,179.21 18 253,892.63 3 146,256.69 3 道路日常养护 6 3,261.26 45 35,885.21 5 4,131.71 小计 25 129,102.41 239 1,975,043.13 30 282,204.91 一、总体情况 深圳市天健（集团）股份有限公司 2025 年第三季度建筑业经营情况简报 证券代码：000090 证券简称：天健集团 公告编号：2025-72 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 根据《深圳证券交易所上市公司自律监管指引第 3 号—行业信 息披露》的规定，现将公司 ...

Financial Performance - The company's revenue for Q3 2025 reached ¥3,696,694,967.39, representing a year-on-year increase of 9.70%[3] - The net profit attributable to shareholders was a loss of ¥21,294,682.43, a decline of 126.09% compared to the same period last year[3] - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of ¥20,896,891.31, down 126.50% year-on-year[3] - Total operating revenue for the current period reached ¥9,959,032,050.29, an increase of 7.8% compared to ¥9,239,136,891.75 in the previous period[15] - Operating profit decreased significantly to ¥107,868,636.87 from ¥450,036,566.77, indicating a decline of approximately 76%[16] - Net profit for the current period was reported at -¥18,725,032.05, compared to a net profit of ¥277,859,185.84 in the previous period, marking a substantial loss[16] Assets and Liabilities - The total assets at the end of the reporting period were ¥63,347,426,573.68, a decrease of 0.87% from the end of the previous year[3] - Total current assets decreased from 52,829,928,649.63 yuan to 50,866,891,549.89 yuan, a reduction of approximately 3.71%[12] - Total liabilities amounted to ¥48,462,813,304.32, slightly down from ¥48,878,170,258.25, showing a reduction of approximately 0.9%[14] - The total equity attributable to shareholders at the end of the reporting period was ¥14,487,205,205.01, a decrease of 0.70% from the previous year[3] Cash Flow - Cash flow from operating activities showed a net outflow of ¥995,326,943.66, a significant decline of 2,236.61% year-on-year[3] - The company reported a total cash inflow from operating activities of ¥11,583,013,045.39, down from ¥14,681,870,722.22, a decrease of about 21%[18] - Total cash outflow from operating activities was approximately $14.17 billion, compared to $15.27 billion previously, indicating a reduction of about 7.2%[19] - Cash inflow from financing activities was approximately $5.13 billion, down from $7.95 billion, indicating a decrease of about 35%[19] Shareholder Information - Total number of common shareholders at the end of the reporting period is 41,446[9] - The largest shareholder, Shenzhen Special Zone Construction Group Co., Ltd., holds 23.47% of shares, totaling 438,637,781 shares[9] Research and Development - Research and development expenses for the first nine months of 2025 were ¥263,370,379.61, down 33.27% from the same period in 2024[7] - The company’s research and development expenses were ¥263,370,379.61, down from ¥394,662,171.11, indicating a reduction of approximately 33%[16] Other Financial Metrics - Basic and diluted earnings per share for the current period were -¥0.0041, down from ¥0.1609 in the previous period, indicating a negative shift in profitability[17] - Other comprehensive income after tax for the current period was ¥92,292,281.83, compared to -¥15,563,243.87 in the previous period, showing a significant recovery[17] - Cash paid for employee compensation was approximately $1.17 billion, down from $1.60 billion, a decrease of about 27%[19] - Cash paid for taxes was approximately $699.90 million, a decrease from $1.10 billion, reflecting a decline of about 36%[19]

一、董事会会议召开情况 深圳市天健（集团）股份有限公司（以下简称"公司""天健集 团"）第九届董事会第三十五次会议于 2025 年 10 月 27 日以通讯 方式召开，会议通知于 2025 年 10 月 21 日以书面送达或电子邮 件方式发出。会议应参加表决的董事 8 人，实际参加表决的董事 8 人。会议召开符合《公司法》及《公司章程》等有关规定。会 议以通讯表决方式审议通过了如下议案并形成决议。 深圳市天健（集团）股份有限公司关于公司 第九届董事会第三十五次会议的决议公告 证券代码：000090 证券简称：天健集团 公告编号：2025-70 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 1 议案》 董事会同意公司向公司全资子公司提供财务资助。 （表决结果：同意 8 票，反对 0 票，弃权 0 票） 三、备查文件 1.经与会董事签字并加盖董事会印章的董事会决议； 二、董事会会议审议情况 （一）审议通过了《关于审议<公司 2025 年第三季度报告> 议案》 《公司 2025 年第三季度报告》同日刊登于《证券时报》《上 海证券报》《中国证券报》及巨潮资讯网。 （ ...

Group 1 - Tianjian Group's stock price dropped by 5.11%, currently trading at 3.90 CNY per share, with a total market capitalization of 7.287 billion CNY [1] - The company was established on December 6, 1993, and listed on July 21, 1999, primarily engaged in real estate development, construction, and urban services [1] - Revenue composition includes construction at 60.73%, real estate sales at 37.52%, urban services at 11.08%, property leasing at 3.04%, and shantytown renovation project management at 0.14% [1] Group 2 - Among Tianjian Group's top circulating shareholders, the China Merchants Fund holds a position, having reduced its holdings by 926,700 shares in the second quarter [2] - The China Merchants CSI Dividend ETF (515080) has a current holding of 7.7234 million shares, representing 0.41% of circulating shares, with an estimated floating loss of approximately 1.6219 million CNY [2] - The fund was established on November 28, 2019, with a current scale of 6.857 billion CNY, yielding 6.57% year-to-date and 9.26% over the past year [2]

Group 1 - The deep earth economy is emerging as a new economic growth engine, focusing on the development of deep earth resources and related industries, including exploration, underground space construction, core equipment manufacturing, and technical services [2][3] - The Ministry of Natural Resources has indicated plans to accelerate the standardization of emerging industries in deep sea and deep earth, leading to increased market activity and investment interest [1][2] - The deep earth economy is projected to reach a market size of over 5 trillion yuan in China between 2026 and 2030, with an initial commercialization growth rate of 40% [2] Group 2 - Several companies in the A-share market are actively responding to the strategic opportunities presented by the deep earth economy, with firms like Yipuli and Surveying and Mapping Co. expressing their commitment to developing technologies related to deep earth resource exploration [3] - China Communications Construction Company is leading a consortium focused on deep underground space utilization, achieving significant advancements in geological exploration and construction technologies [4] - Some companies, such as Construction Industry, Chujian New Materials, and Baotailong, have clarified that they are not involved in deep earth economy-related businesses [4] Group 3 - The deep earth economy sector is characterized by varying competitive landscapes across its value chain, with high market concentration in upstream equipment manufacturing due to technical barriers, moderate concentration in midstream development, and low concentration in downstream application services [3] - The exploration of deep earth resources has significant potential, with China's deep and ultra-deep oil and gas resources estimated at 671 million tons of oil equivalent, representing about 34% of the country's total oil and gas resources [2] - Recent breakthroughs in deep earth exploration, such as the drilling of the Deep Earth Sichuan Well, have marked significant progress in the field, indicating the potential for further advancements in energy exploration [2]

Core Insights - The Shenzhen state-owned enterprise reform concept index rose by 6.62%, leading the sector gains, with 26 stocks increasing in value, including a 20% limit up for Jian Kexue [1] Group 1: Market Performance - The top-performing stocks in the Shenzhen state-owned enterprise reform sector included Jian Kexue, Guangtian Group, and Te Fa Information, all hitting the daily limit up [1] - Other notable gainers were Shen Shui Gui Yuan, Shen Zhen Ye A, and Shenzhen Gas, with increases of 14.04%, 7.77%, and 4.41% respectively [1] Group 2: Capital Inflow - The Shenzhen state-owned enterprise reform sector saw a net capital inflow of 1.382 billion yuan, with 23 stocks receiving net inflows, and 6 stocks exceeding 100 million yuan in net inflow [1] - Te Fa Information led the net inflow with 244 million yuan, followed by Shenzhen Energy, Li He Ke Chuang, and Tian Jian Group with net inflows of 204 million yuan, 146 million yuan, and 128 million yuan respectively [1] Group 3: Capital Flow Ratios - The stocks with the highest net capital inflow ratios included Shen Sai Ge, Shen Wu Yi A, and Te Fa Information, with ratios of 84.43%, 52.32%, and 46.76% respectively [2] - Other stocks with significant inflow ratios were Jian Kexue at 26.98% and Tian Jian Group at 21.26% [3]

Core Viewpoint - Shenzhen state-owned concept stocks have shown significant upward movement, driven by the recent announcement of a high-quality development action plan for mergers and acquisitions, which aims to accelerate strategic restructuring and professional integration of state-owned enterprises [1][2][4]. Group 1: Market Performance - On October 23, a collective surge in Shenzhen state-owned concept stocks was observed, with over 10 stocks hitting the daily limit, including JianKexuan, Guotian Group, and Tianjian Group [2][3]. - The action plan aims for a comprehensive improvement in the quality of listed companies by the end of 2027, targeting a total market capitalization of over 20 trillion yuan and the establishment of 20 companies with a market value of over 100 billion yuan [3][4]. Group 2: Action Plan Details - The action plan emphasizes the need for strategic restructuring and professional integration of state-owned enterprises, enhancing the valuation tolerance for light asset technology companies in mergers and acquisitions [4][5]. - It sets a goal to complete over 200 merger projects with a total transaction value exceeding 100 billion yuan by 2027, while also promoting industry demonstration cases [3][5]. Group 3: Investment Initiatives - Recent establishment of the Shenzhen Semiconductor and Integrated Circuit Industry Investment Fund, with an initial scale of 5 billion yuan, focusing on semiconductor equipment, chip design, and advanced packaging [7][8]. - The launch of the JianYuan ZhengXing Equity Investment Fund, a 7 billion yuan mother fund, aims to enhance investment in artificial intelligence and semiconductor sectors, indicating a shift towards a more structured financial ecosystem in Shenzhen [8][9]. Group 4: Fund Development - Shenzhen has developed a comprehensive fund system, including seed funds, angel funds, venture capital funds, and industry funds, with over 500 funds totaling more than 700 billion yuan, primarily directed towards strategic emerging industries [9].