Fundraising Overview - The company raised a total of RMB 65,500.00 million through a non-public offering of 98,942,600 shares at RMB 6.62 per share, resulting in a net amount of RMB 64,043.71 million after deducting related expenses [1][2] - As of December 31, 2024, the total amount of funds raised was RMB 64,043.71 million, with a cumulative usage of RMB 64,139.79 million [2][3] Fund Usage and Investment - The company has not changed the use of the previously raised funds, and there are no instances of external transfer or replacement of investment projects [1][3] - The actual investment amount of the projects funded by the previous fundraising is consistent with the committed investment amount, with differences attributed to bank deposit interest after deducting fees [1][3] Project Performance - The cumulative gross profit from the investment projects reached RMB 16,005.87 million, with a cumulative gross profit margin of 14.52%, meeting the expected benefits [3] - The expected benefits of the projects are based on a cumulative gross profit margin of 14.30%, indicating that the projects are still under construction and final benefits are yet to be determined [3]

Core Viewpoint - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of share issuance and cash payment, which will lead to a dilution of immediate returns but is expected to enhance overall profitability and asset quality in the long term [1][2]. Financial Impact of the Transaction - Total assets are projected to increase by 5.17%, from 1,020,130.37 million to 1,072,851.52 million yuan - Equity attributable to shareholders is expected to rise by 12.17%, from 321,711.63 million to 360,857.89 million yuan - Operating revenue is anticipated to grow by 5.63%, from 393,716.29 million to 415,878.73 million yuan - Net profit attributable to shareholders is forecasted to increase by 30.07%, from 5,148.13 million to 6,682.37 million yuan - Basic and diluted earnings per share are expected to decrease from 0.12 yuan to 0.11 yuan, reflecting an 8.33% decline due to one-time share payment expenses [1][2]. Measures to Address Dilution of Immediate Returns - The company will enhance management and internal controls of the acquired entity to mitigate operational risks - A profit distribution policy will be established, incorporating feedback from investors, especially minority shareholders, to ensure transparency and protect their rights [2][3]. Commitments from Major Stakeholders - The controlling shareholder and actual controller have committed to maintaining the company's independence and not interfering in its management - Company directors and senior management have pledged to diligently fulfill their responsibilities and protect the interests of all shareholders [3][4].

Core Viewpoint - Anhui Fuhuang Steel Structure Co., Ltd. plans to acquire 100% equity of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [9][10]. Group 1: Transaction Overview - The transaction involves purchasing 100% equity of Zhongke Junda for a total consideration of 114,000 million yuan [10][19]. - The company aims to raise up to 40,000 million yuan through the issuance of shares to no more than 35 specific investors [14][16]. - The transaction is classified as a major asset restructuring and will not change the controlling shareholder or actual controller of the company [11][17]. Group 2: Financial Impact - Post-transaction, the company's total assets are projected to increase by 5.17% to 1,072,851.52 million yuan, while total liabilities will rise by 1.96% to 706,617.09 million yuan [19]. - The net profit attributable to shareholders is expected to grow by 30.07%, reaching 6,682.37 million yuan, significantly enhancing the company's profitability [19][20]. - Basic earnings per share will decrease slightly from 0.12 yuan to 0.11 yuan due to dilution effects, but the overall transaction is expected to improve the company's earnings capacity [20]. Group 3: Business Transition - The acquisition marks a strategic shift from traditional steel structure manufacturing to high-speed visual perception and measurement technology, which is anticipated to cultivate new profit growth points for the company [17]. - The target company specializes in the research, development, production, and sales of high-speed imaging and analysis systems, aligning with the company's goal of upgrading its business model [10][17]. Group 4: Shareholding Structure - Before the transaction, the total share capital of the company is 435,268,478 shares, which will increase to 620,849,868 shares post-transaction [17][18]. - The shareholding structure will see changes, with Fuhuang Construction's stake increasing from 33.22% to 35.38% after the transaction [18]. Group 5: Regulatory Compliance - The transaction is subject to approval from relevant authorities, and it cannot be implemented until such approvals are obtained [20]. - The company has committed to ensuring the accuracy and completeness of the information provided in the transaction documents, taking legal responsibility for any misrepresentation [3][5].

Group 1 - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payments to 17 counterparties [1][2] - The company will also raise matching funds from no more than 35 specific investors as part of this transaction [1] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, including stock suspension and information disclosure [1][3] Group 2 - Strict confidentiality measures have been implemented to limit the knowledge of sensitive information related to the transaction [2] - The independent directors held a special meeting to review the transaction documents and provided their approval before the board meeting [2][3] - The board has declared that the legal documents submitted for the transaction are truthful, accurate, and complete, and they bear legal responsibility for these documents [3][4]

Core Viewpoint - The transaction involves Anhui Fuhuang Steel Structure Co., Ltd. acquiring 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of share issuance and cash payment, while also raising supporting funds from specific investors [1][3]. Group 1: Industry and Company Overview - The target company specializes in high-speed visual perception and measurement technology, focusing on the research, development, production, and sales of high-speed image acquisition, analysis, and processing instruments and systems [1]. - The target company is classified under the "C40 Instrument Manufacturing" industry, specifically "C4019 Other General Instrument Manufacturing" [1]. Group 2: Transaction Type and Structure - The independent financial advisor concluded that the transaction does not fall under the categories of horizontal or vertical mergers within the same industry [2]. - The transaction does not constitute a restructuring listing as there will be no change in the controlling shareholder or actual controller of the listed company post-transaction [2][3]. Group 3: Issuance of Shares - The transaction plan includes the issuance of shares and cash payments to acquire the target company's shares, indicating that the transaction involves the issuance of shares [3]. Group 4: Regulatory Compliance - The listed company is not under investigation by the China Securities Regulatory Commission (CSRC) and has no pending cases [4].

Core Viewpoint - The legal opinion states that Anhui Fuhuang Steel Structure Co., Ltd.'s controlling shareholder, Anhui Fuhuang Construction Co., Ltd., can avoid making a mandatory offer due to the acquisition of shares exceeding 30% of the company's issued shares, following the relevant laws and regulations [1][6]. Group 1: Acquisition Details - The acquisition involves Anhui Fuhuang Steel Structure purchasing 100% equity of Hefei Zhongke Junda Vision Technology Co., Ltd. through issuing shares and cash payment, along with raising supporting funds [1]. - Anhui Fuhuang Construction will subscribe to 75,037,800 new shares at the issuance price, which will increase the total share capital of the company from 435,268,478 shares to 620,849,868 shares post-acquisition [4][5]. Group 2: Shareholding Structure - Before the acquisition, Anhui Fuhuang Construction held 144,616,314 shares, representing 33.22% of the company. After the acquisition, its shareholding will increase to 219,654,114 shares, or 35.38% [4][5]. - The controlling shareholder, Yang Junbin, and his spouse, Zhou Yifan, are involved in the shareholding structure, with Yang Junbin holding 99.70% of Anhui Fuhuang Construction [2][3]. Group 3: Legal Compliance - The legal opinion confirms that Anhui Fuhuang Construction meets the qualifications to be a shareholder of a listed company and does not fall under any prohibitive conditions outlined in the acquisition management regulations [3][6]. - The acquisition is deemed to fall under the exemption from mandatory offer requirements as per Article 63 of the acquisition management regulations, provided that the non-related shareholders approve the exemption [5][6]. Group 4: Procedural Compliance - The necessary legal procedures for the acquisition have been fulfilled, including the approval of relevant proposals at board meetings [7][9]. - The company has also complied with information disclosure obligations as required by the regulations, ensuring transparency in the acquisition process [8][9].

综上，剔除大盘因素影响后，公司股票价格在停牌前 20 个交易日期间内的 累计涨幅为 32.27%，超过 20%；剔除同行业板块因素影响后，公司股价在本次 停牌前 20 个交易日期间内累计涨幅为 21.71%，超过 20%。 为避免参与人员泄露本次交易有关信息，自与交易对方初步磋商本次交易相 关事宜的过程中，公司采取了严格有效的保密措施，在策划阶段尽可能控制知情 人员的范围减少内幕信息的传播，及时编制并签署交易进程备忘录。公司自申请 停牌后，及时对本次交易涉及的内幕信息知情人进行了登记，并将内幕信息知情 人名单上报深圳证券交易所，并将在重组报告书披露后将内幕信息知情人名单提 交证券登记结算机构查询相关单位及自然人二级市场交易情况，并在取得相关查 询结果后及时进行披露。 特此说明。 （以下无正文） 安徽富煌钢构股份有限公司董事会 关于本次交易信息公布前 20 个交易日公司股票价格波动情 况的说明 安徽富煌钢构股份有限公司（以下简称"上市公司"或"公司"）拟通过发 行股份及支付现金的方式向富煌建设、孟君、吕盼稂、富煌众发等 17 名交易对 方购买其合计持有的合肥中科君达视界技术股份有限公司 100.00%股份，并向 ...

Group 1 - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payments to 17 counterparties, including Fuhuang Construction, Meng Jun, and others [1] - Fuhuang Construction currently holds 144,616,314 shares of the company, representing 30% of the total share capital, and is expected to maintain a shareholding of over 30% post-transaction, thus remaining the controlling shareholder [1] - Fuhuang Construction has committed not to transfer the newly issued shares for 36 months following the completion of the issuance [1] Group 2 - The transaction complies with Article 63 of the "Measures for the Administration of the Acquisition of Listed Companies," allowing investors to avoid making a tender offer if they acquire new shares that exceed 30% of the company's issued shares, provided they commit to not transferring these shares for three years [2] - The company's board of directors has approved a proposal to seek shareholder approval for the controlling shareholder to be exempt from making a tender offer [2]

Group 1 - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. by issuing shares and paying cash to 17 counterparties, including Fuhuang Construction and others [1] - The company will raise supporting funds from no more than 35 specific investors as part of this transaction [1] - The independent financial advisor has verified the establishment and execution of the insider information registrant system, confirming compliance with relevant laws and regulations [2] Group 2 - The company has developed an insider information registrant management system that defines insider information and its management processes [1][2] - During the transaction planning process, the company strictly controlled the range of insider information registrants and documented relevant information [1] - The company has created an "Insider Information Registrant Registration Form" and a "Significant Event Progress Memorandum," which were submitted to the Shenzhen Stock Exchange in a timely manner [1]

Group 1 - The company intends to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payment to 17 counterparties [1] - The company has appointed Jinzheng (Shanghai) Asset Appraisal Co., Ltd. as the evaluation agency for this transaction [1] - The independent directors have reviewed the independence of the evaluation agency, the reasonableness of the evaluation assumptions, the relevance of the evaluation methods to the evaluation purpose, and the fairness of the evaluation pricing [1][2] Group 2 - The evaluation agency is independent and has no conflicts of interest with the transaction parties [2] - The evaluation assumptions are in accordance with national laws and regulations, and align with market practices, confirming their reasonableness [2] - The evaluation methods used, including the market approach and income approach, are appropriate and relevant to the purpose of determining the market value of the target company's equity [2][3] Group 3 - The evaluation results reflect the actual situation of the target assets objectively and fairly, confirming the fairness of the pricing [2][3] - The transaction price was negotiated based on the evaluation price of the target assets, ensuring a reasonable pricing method [2][3]