中信建投证券股份有限公司 关于 新疆北新路桥集团股份有限公司 2023 年向特定对象发行股票 之 发行保荐书 保荐人 二〇二五年十月 保荐人出具的证券发行保荐书 保荐人及保荐代表人声明 保荐人出具的证券发行保荐书 释 义 | 在本发行保荐书中，除非另有说明，下列词语具有如下特定含义： | | --- | | 保荐人/中信建投证券 | 指 | 中信建投证券股份有限公司 | | --- | --- | --- | | 公司、股份公司、发行人、 北新路桥 | 指 | 新疆北新路桥集团股份有限公司 | | 兵团建工集团、控股股东 | 指 | 新疆生产建设兵团建设工程（集团）有限责任公司 | | 本次发行 | 指 | 北新路桥 2023 年向特定对象发行股票 | | 《注册管理办法》 | 指 | 《上市公司证券发行注册管理办法》 | | 中国证监会、证监会 | 指 | 中国证券监督管理委员会 | | 深交所 | 指 | 深圳证券交易所 | | 报告期、报告期各期 | 指 | 年、2023 年、2024 年及 2025 年 1-9 月 2022 | | 报告期各期末 | 指 | 2022/12/31、2023/12/31 ...

Core Points - The company, Beixin Road and Bridge (002307), has received a bid notification from Xinjiang Asha Highway Development Co., Ltd. [1] - The company's subsidiary, Alar Beixin Transportation Construction Technology Co., Ltd., has been awarded the contract for the fifth section of the G217 Shaya-Alar highway project [1] - The total bid amount for this project is 558 million yuan [1]

Core Points - The company announced that its subsidiary, Alar City Beixin Transportation Construction Technology Co., Ltd., has been awarded the bid for the fifth contract section of the G217 Shaya-Alar highway project with a bid amount of 558 million yuan [1] - The project owner is Xinjiang Asha Highway Development Co., Ltd., with a construction period of 1,095 days and a total length of 28.00 km, including subgrade and pavement works [1] - Winning this project is expected to enhance the company's competitiveness and market share, and successful implementation could positively impact its performance [1] - However, the company has not yet formally signed a contract with the owner, leading to uncertainties regarding the contract terms [1]

证券代码：002307 证券简称：北新路桥 公告编号：2025－61 新疆北新路桥集团股份有限公司 工程中标公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 新疆北新路桥集团股份有限公司（以下简称"公司""本公司"）近日收到新疆 阿沙公路发展有限公司发来的中标通知书，根据《中标通知书》，本公司子公司 阿拉尔市北新交通建设科技有限公司（以下简称"北新交通"）被确定为第一师 G217 线沙雅—阿拉尔公路项目施工第五合同段（以下简称"该项目"）中标人。 中标金额为人民币伍亿伍仟柒佰伍拾玖万贰仟叁佰壹拾叁元肆角陆分 （¥557,592,313.46）。 （四）项目概况： 该项目全长 28.00km，包括路基工程、路面工程、桥涵工程、环保工程、交 叉工程和交通安全设施等。 二、对公司的影响 该项目的中标有利于公司进一步提升市场竞争力和市场份额，若该项目顺利 实施将对公司未来业绩产生积极影响。 一、业主方及项目基本情况 （一）业主名称：新疆阿沙公路发展有限公司 本公司及子公司北新交通与新疆阿沙公路发展有限公司不存在关联关系。 （二）项目工期：1095 天。 （三）质量 ...

Core Viewpoint - The company, Beixin Road and Bridge (002307), emphasizes its capability to undertake various infrastructure construction projects as a large state-owned construction listed company, with a strategic focus on domestic and international market expansion and optimization of overseas operations [1] Group 1: Company Strategy - The company adopts a development strategy of "deepening within the region, expanding outside the region, and optimizing overseas" to establish a multi-point market layout domestically and internationally [1] - The company engages in a diverse range of project types, primarily focusing on traditional construction sectors such as highways and municipal projects, while also venturing into new infrastructure sectors [1] Group 2: Project Execution - The main projects undertaken by the company include highway engineering (various grades of highways, tunnels, and major bridges), municipal engineering (municipal roads and subways), railway engineering, and building construction [1] - The company possesses a large number of experienced technical personnel and construction teams, enabling it to organize and complete various types of construction projects effectively [1] Group 3: Competitive Advantage - The company enhances its core competitiveness in undertaking engineering projects by employing appropriate construction techniques and management measures tailored to different construction environments [1] - The company actively participates in infrastructure projects in Xinjiang, leveraging its construction advantages in the field and responding to national policy guidance [1] Group 4: Future Outlook - The company aims to combine regional advantages with industry development trends, actively participating in projects that align with its development strategy, thereby contributing to the high-quality development of Xinjiang [1]

Core Viewpoint - The company has released its third-quarter financial report, ensuring the accuracy and completeness of the information disclosed, with no significant omissions or misleading statements [2][3]. 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 [3]. Shareholder Information - The company’s controlling shareholder, Xinjiang Production and Construction Corps Engineering (Group) Co., Ltd., has had 177,260,865 shares released from restrictions as of July 14, 2025, due to the expiration of the lock-up period [5]. - The company has received approval from the China Securities Regulatory Commission for a specific stock issuance, with plans to proceed according to regulatory requirements [6]. Financial Statements - The company has prepared consolidated financial statements, including the balance sheet, income statement, and cash flow statement for the period ending September 30, 2025 [7].

Core Viewpoint - The company reported significant revenue growth in the first three quarters of 2025, but also faced substantial losses in net profit and non-recurring profit [1] Financial Performance - The company achieved a revenue of 7.676 billion yuan in the first three quarters, representing a year-on-year growth of 41.23% [1] - The net profit attributable to the parent company was a loss of 98.2 million yuan [1] - The non-recurring net profit also showed a loss of 108 million yuan [1] - The basic earnings per share were reported at -0.0774 yuan [1]

Group 1 - Company Beixin Road and Bridge reported a revenue of approximately 7.676 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 41.23% [1] - The net profit attributable to shareholders of the listed company was a loss of approximately 98.2 million yuan [1] - The basic earnings per share showed a loss of 0.0774 yuan [1] Group 2 - As of the report, the market capitalization of Beixin Road and Bridge is 6.4 billion yuan [2]

Financial Performance - The company's operating revenue for the third quarter reached ¥2,719,663,718.68, representing a 104.89% increase year-over-year[5] - The net profit attributable to shareholders was a loss of ¥17,283,400.70, a decline of 213.93% compared to the same period last year[5] - The company’s total net profit for the year-to-date was a loss of ¥98,196,119.76, marking a 2,055.87% decline compared to the previous year[5] - Total revenue for the current period reached ¥7,675,965,356.43, a significant increase from ¥5,435,164,852.67 in the previous period, representing an increase of approximately 41.0%[17] - The net profit for the current period was a loss of ¥118,002,788.19, compared to a loss of ¥10,458,811.54 in the previous period, indicating a deterioration in profitability[17] - The company reported a comprehensive loss of ¥128,309,144.71 for the current period, compared to a loss of ¥18,025,530.14 in the previous period[18] Assets and Liabilities - Total assets at the end of the reporting period amounted to ¥58,930,919,682.58, reflecting a 4.50% increase from the end of the previous year[5] - The company’s non-current assets totaled RMB 44,635,421,147.51, up from RMB 42,999,221,558.86, marking an increase of about 3.8%[15] - The company’s total liabilities increased by 33.74% due to a rise in contract liabilities, reaching ¥3,043,530,573.15[9] - The total liabilities rose to ¥52,209,170,206.16, up from ¥51,202,269,751.91, which is an increase of about 2.0%[16] - The equity attributable to shareholders increased by 44.07% to ¥4,347,086,111.45 compared to the previous year-end[5] - The equity attributable to shareholders of the parent company increased to ¥4,347,086,111.45 from ¥3,017,299,997.77, showing a growth of approximately 44.0%[16] Cash Flow - The net cash flow from operating activities was ¥389,663,799.25, an increase of 136.52% year-to-date[9] - Operating cash flow for the current period is ¥389,663,799.25, a significant improvement from the previous period's negative cash flow of -¥1,067,072,388.88[19] - Total cash inflow from operating activities is ¥7,199,555,392.35, up from ¥5,830,624,501.27 in the previous period[19] - Total cash outflow from operating activities is ¥6,809,891,593.10, slightly down from ¥6,897,696,890.15 in the prior period[19] - Cash and cash equivalents increased to RMB 3,982,046,107.33 from RMB 3,452,847,803.05, representing a growth of about 15.3%[15] - Cash and cash equivalents at the end of the period amount to ¥3,340,104,839.12, a decrease from ¥3,929,803,985.83 in the previous year[20] Operational Challenges - The company experienced a 566.74% decline in operating profit, resulting in a loss of ¥55,323,566.90 due to initial operational losses from newly constructed highways[9] - The financial expenses for the current period were ¥868,756,592.00, an increase from ¥680,871,984.84 in the prior period, reflecting a rise of approximately 27.6%[17] - The company reported a significant increase in accounts receivable financing, which rose by 228.21% to ¥13,297,699.69[9] Future Outlook - The company plans to issue shares to specific investors, pending regulatory approval, which may impact future capital structure and funding[13] - The company has a significant amount of contract assets totaling RMB 3,835,765,940.63, which may indicate a robust pipeline of future revenue[15] - The company’s major shareholder, Xinjiang Production and Construction Corps, holds 587,775,651 shares, indicating strong backing and potential influence on strategic decisions[12]

Core Viewpoint - The company, Beixin Road and Bridge (002307), emphasizes its capability and active participation in major domestic and international infrastructure projects, supported by its qualifications as a general contractor for foreign aid projects recognized by the Ministry of Commerce of China [1] Group 1 - The company is a large state-owned construction listed company with strong market competitiveness and extensive construction experience [1] - The company has the qualification as a general contractor for foreign aid projects, which enhances its ability to undertake significant projects [1] - The company commits to timely information disclosure as per relevant regulations if there are any updates [1]