中达安股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 签署日期：二〇二五年六月 国元证券股份有限公司 关于 国元证券股份有限公司 财务顾问核查意见 财务顾问声明 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》及《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、法规和规范性文件的规定，国元证券股份有限公司（以下简称"国元证券"或"本 财务顾问"）作为厦门建熙本次权益变动的财务顾问，按照行业公认的业务标准、道德 规范，本着诚实信用、勤勉尽责的精神，对本次权益变动的相关情况和资料进行了核查， 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、本财务顾问已按照规定履行了尽职调查义务，对信息披露义务人披露的详式权 益变动报告书进行了核查，确信披露文件内容与格式符合规定，并保证所发表的专业意 见与信息披露义务人披露内容不存在实质性差异； 2、本财务顾问有充分理由确信本次权益变动 ...

Core Viewpoint - Jinan State-owned Assets is set to transfer control of Zhongda An (300635.SZ) to Xiamen Jianxi, marking the second ownership change in three years, amid significant performance pressures and ongoing financial losses [2][6][10]. Group 1: Ownership Change - On June 25, Zhongda An announced plans to issue shares to Xiamen Jianxi, raising up to 366 million yuan, which will make Xiamen Jianxi the controlling shareholder [2][3]. - Following the issuance, Xiamen Jianxi will hold approximately 23.08% of Zhongda An's total shares, while Jinan Likong Disen's stake will decrease to 7.70% [3][4]. - Wang Li will become the actual controller of Zhongda An after the completion of this transaction [5]. Group 2: Financial Performance - Zhongda An has faced significant financial challenges, with a cumulative net profit loss of approximately 238 million yuan from 2022 to 2024 [10][11]. - The company reported a net profit of -49.35 million yuan for 2024, following a trend of declining profitability since 2020 [11]. - As of March 2025, Zhongda An's asset-liability ratio reached 71.05%, indicating a high level of debt [14]. Group 3: Business Focus and Strategy - Zhongda An primarily engages in engineering supervision and project management consulting, focusing on various construction sectors [10]. - The new controlling entity, Xiamen Jianxi, is expected to leverage its expertise in the renewable energy and pharmaceutical sectors to support Zhongda An's future development [9]. - The planned capital increase aims to optimize Zhongda An's capital structure and reduce its debt levels, enhancing its operational liquidity and financial stability [15].

Core Viewpoint - Zhongda An Co., Ltd. (300635.SZ) announced a conditional share subscription agreement with Xiamen Jianxi, aiming to issue up to 42.04 million A-shares to raise no more than 366 million RMB, resulting in Xiamen Jianxi becoming the controlling shareholder with a 23.08% stake, changing the actual controller from Jinan Licheng District Finance Bureau to Wang Li [1][4][5]. Group 1 - The share issuance price is set at 8.70 RMB per share, with the funds intended for working capital and debt repayment, which will alleviate operational funding pressure and support future business development [6][7]. - Prior to this issuance, Lihong Dinsen held 10.01% of the shares and controlled 19.13% of the voting rights, which will decrease to 7.70% and 14.72% respectively after the issuance [4][10]. - The new actual controller, Wang Li, leads Beijing Heda Xinli Holdings Group, focusing on new energy and pharmaceuticals, aligning with national "dual carbon" strategies to enhance Zhongda An's business in digitalization and new energy [5][9]. Group 2 - Zhongda An has experienced frequent capital movements, including a failed stock issuance in March 2024 and multiple acquisitions, such as the planned acquisition of 100% of Tongxin Tonghe and 51% of Dinsen New Energy [11][12]. - The company has faced declining financial performance, with revenues fluctuating between 5.47 billion RMB and 7.05 billion RMB from 2020 to 2024, and net profits showing a negative trend for three consecutive years [13]. - The company has a significant goodwill impairment risk, with goodwill values decreasing from 135.77 million RMB in 2022 to 125.70 million RMB in 2024, indicating potential future impacts on operational performance [14].

Core Viewpoint - Zhongda An Co., Ltd. plans to issue up to 42.04 million A-shares to Xiamen Jianxi, raising a maximum of 366 million RMB, resulting in a change of control to Xiamen Jianxi, which will hold 23.08% of the shares and have Wang Li as the actual controller [1][3][4] Group 1: Share Issuance and Control Change - The share issuance will allow Xiamen Jianxi to become the controlling shareholder of Zhongda An, with Wang Li as the new actual controller [3][4] - Prior to this issuance, the controlling stake was held by Licheng Holdings and its partner, with a combined voting power of 19.13%, which will decrease to 14.72% post-issuance [3][4] - The share price for the issuance is set at 8.70 RMB per share, with the total funds raised expected to be used for working capital and debt repayment [4][5] Group 2: Business Strategy and Financial Health - Zhongda An aims to expand its operational scale, enhance market share, and optimize business layout, focusing on high-quality development across various sectors including energy and construction [4][5] - The company has a high debt ratio of 71.05% as of March 31, 2025, indicating reliance on bank loans for financing [5] - The company has experienced fluctuating revenues and net profits from 2020 to 2024, with net profits showing three consecutive years of losses [9] Group 3: Recent Acquisitions and Risks - Recent acquisitions include a 100% stake in Tongxin Tonghe and a 51% stake in Disen New Energy, with significant valuation increases noted [7][8] - The company faces risks related to goodwill impairment, with goodwill values decreasing over the years and potential future impairments impacting financial performance [10]

Core Viewpoint - The company is undergoing a significant change in control as it plans to issue shares to a specific entity, which will result in a new controlling shareholder and actual controller [1][2][5]. Group 1: Control Change Announcement - The company announced that its controlling shareholder, Jinan Licheng Holding Group Co., Ltd., is planning to issue shares to specific investors, potentially leading to a change in actual control [1][2]. - The stock was suspended from trading on June 23, 2025, and resumed trading on June 26, 2025, following the announcement [1]. Group 2: Share Issuance Details - The company signed a conditional share subscription agreement with Xiamen Jianxi, which will fully subscribe to the new shares issued [2][3]. - The company plans to issue up to 42,040,200 shares, raising a total of no more than 365.75 million yuan [2][4]. - After the issuance, Xiamen Jianxi will hold 23.08% of the company's total shares, making it the new controlling shareholder [2][5]. Group 3: Financial Implications - The funds raised from the share issuance will be used to supplement working capital and repay debts [4]. - Prior to the issuance, Xiamen Jianxi did not hold any shares in the company, and the issuance will result in a significant reduction of the current controlling shareholder's stake [5]. Group 4: Recent Financial Performance - In the first quarter of 2025, the company reported a revenue of 142.13 million yuan, a decrease of 12.40% year-on-year [6][7]. - The net profit attributable to shareholders was -2.66 million yuan, reflecting a decrease of 606.45% compared to the previous year [6][7]. - The net cash flow from operating activities was -40.24 million yuan, indicating a decline of 42.52% year-on-year [6][7].

Group 1 - The company has confirmed its eligibility and conditions for issuing A-shares to specific targets in 2025, in accordance with relevant laws and regulations [1][2][3] - The plan for the issuance of A-shares to specific targets has been unanimously approved by the supervisory board, aligning with the company's long-term development and the interests of all shareholders [2][3] - The feasibility analysis report for the use of funds raised from the issuance has been reviewed and deemed sufficient, supporting the company's competitive capabilities and long-term plans [2][3][4] Group 2 - The company is not required to prepare a report on the use of previously raised funds, as there have been no fundraising activities in the last five accounting years [3] - The supervisory board has agreed on measures to mitigate the dilution of immediate returns from the issuance, ensuring that the interests of all shareholders, especially minority shareholders, are protected [4] - The issuance involves related party transactions, as the subscribing party will become the controlling shareholder, but it complies with principles of fairness and transparency [4] Group 3 - The company has signed a conditional share subscription agreement with a specific partner, which has been approved for submission to the shareholders' meeting [4][5] - The shareholder return plan for the next three years (2025-2027) has been reviewed and aligns with sustainable development and shareholder return principles [5] - A special account for managing the funds raised from the issuance will be established, ensuring efficient use and management of the funds [5][6] Group 4 - The supervisory board has recommended that the shareholders' meeting authorize the board to handle all matters related to the issuance of A-shares, facilitating a swift process [5][6]

Core Viewpoint - The company has approved a plan to issue A-shares to specific investors, which requires further approval from the shareholders' meeting [1][2][4]. Group 1: Supervisory Board Meeting - The supervisory board meeting was held with all three members present, and no objections were raised against the proposals [1]. - The board confirmed that the company meets the qualifications for issuing shares to specific investors [1][2]. Group 2: Issuance Details - The shares will be ordinary A-shares with a par value of RMB 1.00 each, and the issuance price is set at RMB 8.70 per share [2]. - The maximum number of shares to be issued is 42,040,200, which does not exceed 30% of the total shares before the issuance [3][4]. - The total amount to be raised from this issuance will not exceed RMB 365.75 million, which will be used for working capital and debt repayment [4]. Group 3: Lock-up Period and Transfer Restrictions - Shares acquired by the specific investor, Xiamen Jianxi, will be subject to an 18-month lock-up period post-issuance [4][5]. - Any changes in the number of shares due to stock dividends or capital increases will also affect the issuance quantity [3][4]. Group 4: Financial Impact and Measures - The issuance may dilute the earnings per share, and the company has committed to measures to mitigate the impact on immediate returns for existing shareholders [8]. - The company will establish a special account for the management and use of the raised funds [11]. Group 5: Related Party Transactions - The issuance constitutes a related party transaction as Xiamen Jianxi is considered a related party due to its shareholding [9]. Group 6: Future Plans - The company has outlined a three-year shareholder return plan for 2025-2027 to enhance profit distribution transparency [10].

Core Viewpoint - The legal opinion issued by Tahota Law Firm confirms the legality and validity of the convening, holding, and voting procedures of the 2025 Second Extraordinary General Meeting of Zhongda An Co., Ltd. [1][4][7] Group 1: Meeting Convening and Procedures - The extraordinary general meeting was convened by the company's board of directors, with a notice published on a designated website detailing the meeting's logistics, including time, location, and voting procedures [2][3] - The meeting was held on June 25, 2025, at 15:30 in Guangzhou, and the notice was issued at least 15 days in advance, complying with relevant laws and regulations [3][4] Group 2: Attendance and Voting - A total of 87 shareholders or their proxies attended the meeting, representing 36,806,366 shares, which is 26.2651% of the company's total issued shares [6] - The voting process included both on-site and online voting, with 75 shareholders participating in online voting, representing 853,780 shares, or 0.6093% of the total shares [6][7] Group 3: Voting Results - The voting results showed that 36,758,266 shares were in favor of the proposals, accounting for 99.8693% of the votes cast, while 39,100 shares were against, and 9,000 shares were abstained [7][8] - Among minority investors, 805,680 shares voted in favor, representing 94.3662% of their voting rights [8] Group 4: Conclusion - The legal opinion concludes that all procedures related to the extraordinary general meeting were in compliance with the Company Law, Securities Law, and the company's articles of association, affirming the legality and validity of the meeting and its resolutions [5][9]

证券代码：300635 证券简称：中达安 公告编号：2025-032 （一）会议召开情况 现场会议时间：2025 年 6 月 25 日（星期三）15:30 网络投票时间：2025 年 6 月 25 日 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。 其中：通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 6 月 25 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00；通过证券交易所互联网系 统投票的具体时间为 2025 年 6 月 25 日上午 9:15 至下午 15:00 期间的任意时间。 楼一号会议室 会议召开符合本次股东大会的召开符合有关法律、行政法规、部门规章、规 范性文件和公司章程的规定。 特别提示： 中达安股份有限公司 一、会议召开和出席情况 二、议案审议表决情况 本次股东大会采用现场投票与网络投票相结合的方式表决。经与会股东及股 东代表审议讨论，表决结果如下： 总表决情况：同意 36,758,266 股，占出席本次股东会有效表决权股份总数 的 99.8693%；反对 39,100 股，占出席本次股东会有效 ...

Core Viewpoint - The announcement discusses the potential dilution of immediate returns due to the issuance of A-shares to specific investors, along with measures to mitigate this impact and commitments from relevant parties [1][5][11]. Financial Impact - The issuance will increase the total share capital from 14,013.40 million shares to 18,217.42 million shares [2]. - Under three scenarios for 2025 net profit, the diluted earnings per share (EPS) will be affected as follows: - Scenario 1 (net profit unchanged): Basic EPS will decrease from -0.36 to -0.34 [2][4]. - Scenario 2 (net profit decreases by 10%): Basic EPS will decrease from -0.36 to -0.38 [3][4]. - Scenario 3 (net profit increases by 10%): Basic EPS will improve from -0.36 to -0.30 [4]. Necessity and Feasibility of Issuance - The issuance aims to support business expansion and technological integration, enhancing the company's overall strength and market share [6][7]. - The funds raised will alleviate working capital pressure and improve the company's financial structure, reducing the debt ratio from 71.05% [6][7]. Measures to Mitigate Dilution Risk - The company will implement a robust fund management system to ensure effective use of raised capital, adhering to legal regulations [8][9]. - The governance structure will be strengthened to enhance internal controls and operational efficiency [9]. - A profit distribution policy will be established to ensure reasonable returns for shareholders, particularly small investors [9]. Commitments from Relevant Parties - The controlling shareholder and actual controller have committed to not interfering with the company's management and to fulfill the measures to mitigate dilution [11][12]. - The board of directors and senior management have also made commitments to protect the company's interests and ensure compliance with regulations [11][12].