关于不存在《上市公司证券发行注册管理办法》第十一条 规定的不得向特定对象发行股票的说明 安徽富煌钢构股份有限公司董事会 （以下无正文） （本页无正文，为《安徽富煌钢构股份有限公司董事会关于不存在 <上市公司证> 券发行注册管理办法>第十一条规定的不得向特定对象发行股票的说明》之盖章 页） 安徽富煌钢构股份有限公司董事会 合法权益的重大违法行为； 为。 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，并向不 超过 35 名特定投资者募集配套资金（以下合称"本次交易"）。 特此说明。 董事会对于本次交易是否符合《上市公司证券发行注册管理办法》第十一条 规定作出审慎判断，认为：本次募集配套资金符合《上市公司证券发行注册管理 办法》第十一条的规定，公司不存在《上市公司证券发行注册管理办法》第十一 条规定的下列情形： 关信息披露规则的规定；最近一年财务会计报告被出具否定意见或者无法表示意 见的审计报告；最近一年财务会计报告被出具保留意见的审计报告，且保留 ...

Group 1 - The report provides a verification of the use of previously raised funds by Anhui Fuhuang Steel Structure Co., Ltd. as of December 31, 2024 [1][2] - The management is responsible for ensuring the accuracy and completeness of the information provided in the report [1][2] - The report confirms that the previously raised funds were used in accordance with the regulations set by the China Securities Regulatory Commission [2][3] Group 2 - The company raised a total of RMB 655 million through a non-public offering of 98.9426 million shares at a price of RMB 6.62 per share, with net proceeds amounting to RMB 640.4371 million after deducting fees [3][4] - As of December 31, 2024, the total amount of previously raised funds held in the bank account was RMB 640.4371 million [5][6] - There were no changes to the previously raised funds, and the actual investment amount did not differ significantly from the committed investment amount [6]

募集资金总额： 64,043.71 已累计使用募集资金总额：64,139.79 各年度使用募集资金总额： 前次募集资金使用情况专项报告 安徽富煌钢构股份有限公司 前次募集资金使用情况专项报告 根据中国证券监督管理委员会发布的《监管规则适用指引——发行类第 7 号》的规 定，将本公司截至 2024 年 12 月 31 日的前次募集资金使用情况报告如下： 一、前次募集资金的募集及存放情况 (一) 前次募集资金的数额、资金到账时间 根据中国证券监督管理委员会《关于核准安徽富煌钢构股份有限公司非公开发行股 票的批复》 （证监许可〔2020〕1765 号），本公司由主承销商国元证券股份有限公司采用 非公开发行股票方式，向特定对象发行人民币普通股（A 股）股票 9,894.26 万股，发 行价为每股人民币 6.62 元，共计募集资金 65,500.00 万元，坐扣承销和保荐费用 费、申报会计师费、律师费、评估费等与发行权益性证券直接相关的新增外部费用 176.29 万元后，公司本次募集资金净额为 64,043.71 万元。上述募集资金到位情况业经天健会 计师事务所（特殊普通合伙）审验，并由其出具《验资报告》 （天健验〔2 ...

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]