通裕重工股份有限公司 详式权益变动报告书之财务顾问核查意见 申万宏源证券承销保荐有限责任公司 关于通裕重工股份有限公司 详式权益变动报告书 之 财务顾问核查意见 二〇二五年五月 重要声明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购管理 办法》《公开发行证券的公司信息披露内容与格式准则第 15 号——权益变动报告书》 《公开发行证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》 等法律法规及规范性文件的有关规定，申万宏源证券承销保荐有限责任公司按照行业 公认的业务标准、道德规范，本着诚实信用和勤勉尽责的原则，对信息披露义务人出 具的《详式权益变动报告书》所披露的内容出具核查意见，以供投资者和有关各方参 考。 为此，本财务顾问特作出以下声明： 1、本财务顾问及信息披露义务人与本次权益变动行为之间不存在任何关联关系， 亦未委托或授权其他任何机构或个人提供未在本核查意见中列载的信息和对本核查意 见做任何解释或者说明。 2、本财务顾问依据的有关资料由信息披露义务人提供。信息披露义务人已做出承 诺，保证其所提供的信息和文件真实、准确、完整，不存在任何重大遗漏、虚假记载 或误导性陈 ...

Core Viewpoint - The control of Tongyu Heavy Industry has changed hands again after more than four years, with Shandong Guohui Capital acquiring a 15.5% stake from Zhuhai Port Group for 1.341 billion yuan, leading to a shift in actual control from Zhuhai State-owned Assets Supervision and Administration Commission to Shandong State-owned Assets Supervision and Administration Commission [2][4]. Group 1: Control Change Details - The transaction involves a cash acquisition and a voting rights delegation, with Zhuhai Port Group transferring 604 million shares (15.5% of total shares) to Guohui Capital at a price of 2.22 yuan per share, totaling 1.341 billion yuan [4]. - After the transaction, Zhuhai Port Group will retain 188 million shares (4.83% of total shares) with voting rights exclusively delegated to Guohui Capital [4]. - The change in control comes after Zhuhai Port Group's four-year tenure, during which Tongyu Heavy Industry's performance declined significantly [4][10]. Group 2: Company Performance - Tongyu Heavy Industry has experienced a continuous decline in net profit for four consecutive years, with figures dropping from 285 million yuan in 2021 to 4.1 million yuan in 2024, reflecting year-on-year decreases of -25.36%, -13.57%, -17.01%, and -79.73% respectively [10]. - The company's gross margin has also decreased significantly, falling from a stable range of 23%-26% between 2018 and 2020 to a range of 12.73%-17.28% from 2021 to 2024 [11]. - The decline in performance is attributed to intensified competition in the wind power industry, leading to a decrease in product prices [11]. Group 3: Market Reaction - Following the announcement of the control change, Tongyu Heavy Industry's stock surged by 9.43% on its first trading day after resuming trading, closing at 2.67 yuan per share [3]. Group 4: Future Prospects - Guohui Capital, which has been eyeing Tongyu Heavy Industry for some time, aims to leverage its local roots to improve the company's performance [12]. - Despite a significant increase in net profit in the first quarter of the year, the growth was primarily due to reduced financial expenses and recovery of bad debts, with revenue remaining stagnant [13].

Group 1 - The core point of the news is that Tongyu Heavy Industry is undergoing a change in control, with Shandong Guohui Capital becoming the new controlling shareholder after acquiring approximately 15.50% of the company's shares from Zhuhai Port Group for a total of about 1.34 billion yuan [1][2] - Following the completion of the transaction, the actual controller of Tongyu Heavy Industry will change to the Shandong Provincial State-owned Assets Supervision and Administration Commission [2] - This marks the second time Tongyu Heavy Industry has changed hands, with its previous actual controller being Si Xingkui, who transferred shares to Zhuhai Port Group in 2020 [2] Group 2 - Since Zhuhai Port Group took control, Tongyu Heavy Industry's operating performance has declined, with revenue figures from 2021 to 2024 showing fluctuations and a significant drop in net profit [3] - The company's revenue for 2021, 2022, 2023, and 2024 was 5.749 billion yuan, 5.913 billion yuan, 5.809 billion yuan, and 6.154 billion yuan respectively, with net profit decreasing from 285 million yuan in 2021 to just 4.1 million yuan in 2024 [3][4] - In the first quarter of this year, Tongyu Heavy Industry reported a revenue of 1.415 billion yuan, a year-on-year increase of 1.34%, and a net profit of 38.87 million yuan, a significant year-on-year increase of 270.31% [3][4] Group 3 - The stock price of Tongyu Heavy Industry surged by 9.84% following the announcement of the change in control, bringing its market capitalization to 10.44 billion yuan [5]

Core Viewpoint - Zhuhai Port Group will relinquish control of Tongyu Heavy Industry after five years, transferring control to Shandong Guohui Capital, marking a significant shift in ownership and management [1][2][3]. Group 1: Ownership Change - The transfer agreement was signed on May 6, with Zhuhai Port Group transferring 604 million shares (15.5% of total shares) to Guohui Capital at a price of 2.22 yuan per share, totaling 1.341 billion yuan, which is approximately 9.02% lower than the closing price before the suspension [2][3]. - After the transfer, Guohui Capital will hold 20.33% of the voting rights, while Zhuhai Port Group's voting rights will drop to 0, effectively changing the actual controller from Zhuhai State-owned Assets Supervision and Administration Commission to Shandong State-owned Assets Supervision and Administration Commission [3][4]. Group 2: Financial Performance - Tongyu Heavy Industry has experienced a decline in net profit for four consecutive years since 2021, despite revenue growth from 5.687 billion yuan in 2020 to 6.154 billion yuan in 2024 [7][8]. - The company's net profit fell from 381 million yuan in 2020 to 41 million yuan in 2024, with a corresponding decrease in gross profit margin from 23.78% to 12.73% [7]. - The company attributes its declining performance to intense competition in the wind power industry, which has led to price wars and overcapacity since the "rush to install" in 2020 [7][8]. Group 3: Strategic Direction - In response to the competitive landscape, Tongyu Heavy Industry is focusing on expanding its overseas market presence, with overseas revenue accounting for 40.75% of total revenue in 2024, a 14.12% increase from the previous year [8].

Group 1 - US stock market experienced a decline with the Dow Jones down 0.95%, Nasdaq down 0.87%, and S&P 500 down 0.77% [1] - Popular Chinese concept stocks saw significant gains, with Xiaoma Zhixing up over 47%, Wenyan Zhixing up over 31%, and Bitdeer up over 6% [1] - Tesla faced challenges in Europe with double-digit declines in six major markets, including a two-year low in the UK and nearly a halving in Germany [8] Group 2 - The US trade deficit expanded to a record high of $140.5 billion in March [2] - The Trump administration is preparing to issue an executive order aimed at accelerating the deployment of nuclear reactors [4] - Huang Renxun stated that the Chinese AI chip market is expected to reach a scale of $50 billion [5] Group 3 - The European Union is considering countermeasures against the US, planning to impose tariffs on $100 billion worth of US goods if negotiations fail [9] - COMEX gold futures saw a rise of over 3%, with prices surpassing $3,400 per ounce [10] Group 4 - The Chinese government plans to implement a package of financial policies to stabilize the market and expectations [11][12] - The Ministry of Commerce announced that China has agreed to engage in talks with the US [12] - The first quarter GDP growth in China was reported at 5.4% year-on-year, with confidence in achieving a 5% growth target by 2025 [20] Group 5 - The quantum computing industry in China is advancing with the launch of a fourth-generation quantum computing measurement and control system [16][21] - The DRAM market is expected to grow significantly, with a 42.5% year-on-year increase to $26.729 billion in Q1 2025, driven by AI server demand and recovery in PC and mobile sectors [21] - Huawei is set to unveil its HarmonyOS PC, marking a significant development in domestic computer technology [22][23]

Group 1 - Ningde Times announced a share buyback plan with a total fund of 40 billion to 80 billion yuan, having repurchased 6.641 million shares, accounting for 0.1508% of the total share capital, with a total expenditure of 1.551 billion yuan [1] - Guoxin Technology successfully tested its quantum-resistant password chip AHC001, which is based on a domestic 28nm process and features low power consumption and high security, aimed at high-security applications [2] - Jingcheng Co. plans to introduce investors through a capital increase and share expansion for its subsidiary Tianhai Hydrogen Energy, with details yet to be determined [3] Group 2 - Weir Shares' shareholder plans to exchange up to 10 million shares for an open-ended index fund, representing 0.82% of the total share capital, aimed at optimizing asset allocation [4] - Zhejiang University Network New committed 33 million yuan to invest in a venture capital fund focusing on artificial intelligence and robotics, with a total target size of 100 million yuan [5] - Huayi Group intends to acquire 60% of San Aifu for 4.091 billion yuan to expand its business in fluorine fine chemicals, with funding sourced from its own or self-raised funds [6] Group 3 - Huina Technology's controlling shareholder is planning a change of control, leading to a temporary suspension of stock trading [7] - Tongyu Heavy Industry's actual controller will change from Zhuhai State-owned Assets Supervision and Administration Commission to Shandong State-owned Assets, following a share transfer agreement [8] - Kangxi Communication terminated its major asset restructuring plan and shifted to a strategic investment plan to acquire 35% of Shenzhen Chip Zhongxin Technology [9] Group 4 - Huafeng Measurement Control's shareholder plans to transfer 2.9% of its shares due to funding needs, with the transfer price set at a minimum of 70% of the average trading price over the previous 20 trading days [10] - Xiangyuan Cultural Tourism reported a 50.47% year-on-year increase in revenue during the May Day holiday [13] - Sairisi's April new energy vehicle sales increased by 12.99% year-on-year [13]

Macro Dynamics - The People's Bank of China, along with other financial regulatory bodies, will hold a press conference to introduce a "package of financial policies to support market stability and expectations" on May 7 [2] - The Chinese Foreign Ministry responded to Trump's statement about not removing tariffs for negotiations, emphasizing that the trade war was initiated by the U.S. and that China is open to dialogue based on equality and mutual respect [3] - The Chinese Foreign Ministry confirmed that China and the European Parliament have decided to fully lift restrictions on mutual exchanges, aiming to enhance dialogue and cooperation [4] - The People's Bank of China conducted a 7-day reverse repurchase operation of 405 billion yuan, resulting in a net withdrawal of 682 billion yuan [5] - The Caixin China Services PMI for April recorded 50.7, a decrease of 1.2 percentage points from March, marking the lowest level in seven months [6] Financial Institutions - Dongfang Securities plans to repurchase A-shares worth between 250 million and 500 million yuan, with a maximum repurchase price of 13.5 yuan per share [6] - The Shenzhen Stock Exchange revised its guidelines for member client trading behavior management, adding evaluations for algorithmic trading and margin trading management [7] - Over 100 public funds have collectively repurchased more than 8.32 billion yuan this year, with money market funds accounting for nearly 60% of the total [7] Market Data - The Shanghai Composite Index rose by 1.13%, reclaiming the 3300-point mark, with nearly 5000 stocks in the market experiencing gains [8][9] - The total turnover of the Shanghai and Shenzhen stock markets reached 1.34 trillion yuan, an increase of 166.8 billion yuan from the previous trading day [9] - The financing balance in the two markets decreased by 15.47 billion yuan as of April 30, with the Shanghai Stock Exchange reporting a balance of 902.97 billion yuan and the Shenzhen Stock Exchange 868.36 billion yuan [10] Company Dynamics - Guoxin Technology announced successful internal testing of its quantum-resistant encryption chip, which is based on a 28nm process and designed for high-security applications [12] - *ST Jinguang's stock may be delisted due to a closing price below 1 yuan for 20 consecutive trading days [13] - Tongyu Heavy Industry announced a change in its actual controller from Zhuhai State-owned Assets Supervision and Administration Commission to Shandong State-owned Assets Supervision and Administration Commission, with stock resuming trading on May 7 [14] - Weir Shares announced that a shareholder plans to exchange up to 10 million shares for index fund shares, representing 0.82% of the company's total equity [15] - Wantai Biological's HIV urine self-test kit received WHO prequalification, enhancing its international competitiveness [16] - Seris reported a 12.99% year-on-year increase in April sales of new energy vehicles, with total sales of 31,488 units [17] - Huayi Group plans to acquire 60% of San Aifu for 4.091 billion yuan to expand its business in fluorine fine chemicals [18] - Huina Technology announced a potential change in control due to a planned share transfer by its controlling shareholder, leading to a temporary stock suspension [19] - Zhejiang University Network New announced an investment of 33 million yuan in a venture capital fund focused on AI and robotics [20] - Xidi Microelectronics reported the unfortunate passing of one of its actual controllers, which may impact its stock and operations [21]

Summary of Key Points Core Insights - The report highlights various companies undergoing temporary suspensions of trading due to different reasons, including financial disclosures and potential delisting risks. This indicates a volatile market environment where investor confidence may be affected by such events [2][3][4]. Company Specifics - ST Jiuzhi (000989) announced a temporary suspension of trading on May 6, 2025, due to the cancellation of other risk warnings [2]. - In the case of ST Gongzhi (000584), trading was suspended due to a risk warning regarding potential delisting, effective from April 28, 2025 [2]. - ST Hengli (000622) and Tianmao Group (000627) also faced trading suspensions due to their inability to disclose periodic reports within the legal timeframe, effective from May 6, 2025 [2]. - Binhai Energy (000695) is undergoing a trading suspension as it plans to issue shares for asset acquisition and raise matching funds, effective from April 30, 2025 [2]. - Electric Power Investment Energy (002128) is also suspended for similar reasons related to asset acquisition and related party transactions, effective from May 6, 2025 [2]. Industry Context - The report reflects a broader trend in the market where companies are facing increased scrutiny and regulatory challenges, leading to trading suspensions. This could signal potential investment risks in the affected sectors [2][3][4].

债券代码：123149 债券简称：通裕转债 证券代码：300185 证券简称：通裕重工 公告编号：2025-052 通裕重工股份有限公司 关于回购公司股份的进展公告 本公司及董事会全体人员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 通裕重工股份有限公司（以下简称"公司"）于2024年8月12日分别召开第 六届董事会第十一次临时会议、第六届监事会第五次临时会议，并于2024年8月 28日召开2024年第三次临时股东大会，逐项审议通过了《关于回购公司股份方案 的议案》，同意公司回购部分公司已发行的人民币普通股（A股）股票，全部用 于实施员工持股计划或股权激励。回购资金总额不低于人民币10,000万元（含） 且不超过人民币20,000万元（含），回购价格不超过人民币2.73元/股（含）， 具体回购资金总额及回购数量以回购期满时实际使用的资金总额和实际回购的 股份数量为准。回购股份的实施期限为自股东大会审议通过回购股份方案之日起 12个月内。具体内容详见公司于2024年8月13日在巨潮资讯网披露的《关于回购 公司股份方案的公告》（公告编号：2024-056）和2024年8月31日披露 ...

| 证券代码：300185 | 证券简称：通裕重工 | 公告编号：2025-051 | | --- | --- | --- | | 债券代码：123149 | 债券简称：通裕转债 | | 通裕重工股份有限公司 关于控股股东签署《股份转让协议》《表决权委托协议》暨 公司控制权拟发生变更的提示性公告 本公司及董事会全体人员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 特别提示： 1、2025年5月6日，通裕重工股份有限公司（以下简称"通裕重工"或"公 司"）控股股东珠海港控股集团有限公司（以下简称"珠海港集团"），及其控 股股东珠海交通控股集团有限公司（以下简称"珠海交控集团"）与山东国惠资 本有限公司（以下简称"国惠资本"）在广东省珠海市签署了《股份转让协议》 《表决权委托协议》。珠海港集团将持有的公司604,032,700股股份（占公司总 股本的15.50%）转让给国惠资本，转让价格为每股人民币2.22元，本次股份转让 价款合计为人民币1,340,952,594元。珠海港集团将其在《股份转让协议》项下 转让股份交割后（指转让股份过户完成）所持有的公司全部股份188,394,89 ...