中国 深圳 福田区 益田路6001号太平金融大厦11-12楼 邮政编码：518038 11-12F., TAIPING FINANCE TOWER,6001 YITIAN ROAD, FUTIAN, SHENZHEN, CHINA 电话(Tel.)：(0755) 88265288 传真(Fax.)：(0755) 88265537 网址（Website）：https://www.sundiallawfirm.com 关于 深圳瑞捷技术股份有限公司 2025 年员工持股计划 的法律意见书 广东信达律师事务所 法律意见书 广东信达律师事务所 关于深圳瑞捷技术股份有限公司 2025 年员工持股计划 的法律意见书 信达持股字（2025）第 008 号 致：深圳瑞捷技术股份有限公司 广东信达律师事务所（以下简称"信达"）接受深圳瑞捷技术股份有限公司 （以下简称"深圳瑞捷"或"公司"）的委托，担任深圳瑞捷 2025 年员工持股 计划项目的专项法律顾问，根据《中华人民共和国公司法》《中华人民共和国证 券法》《关于上市公司实施员工持股计划试点的指导意见》《深圳证券交易所上 市公司自律监管指引第 2 号——创业板上市公司规范运作 ...

证券代码：300977 证券简称：深圳瑞捷 公告编号：2025-041 深圳瑞捷技术股份有限公司 关于回购股份事项前十名股东和前十名无限售条件股东持股情 况的公告 | | | | 持股数量 | 占公司无限售 | | --- | --- | --- | --- | --- | | 序号 | | 股东名称 | （股） | 条件流通股的 | | | | | | 比例（%） | | 1 | | 深圳市瑞皿投资咨询有限公司 | 13,012,650 | 13.73 | | 2 | | 深圳市瑞可投资咨询有限公司 | 12,502,350 | 13.19 | | 3 | | 范文宏 | 9,759,488 | 10.29 | | 4 | | 黄新华 | 9,376,763 | 9.89 | | 5 | | 深圳市瑞宏捷投资合伙企业（有限合伙） | 5,670,000 | 5.98 | | 6 | | 深圳市瑞华捷投资合伙企业（有限合伙） | 5,670,000 | 5.98 | | 7 | | 中国建设银行股份有限公司－诺安多策略 混合型证券投资基金 | 1,003,659 | 1.06 | | 8 | J. | P. ...

Market Performance - The engineering consulting services sector increased by 0.81% on September 5, with Shenzhen Ruijie leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Top Gainers - Shenzhen Ruijie (300977) closed at 19.80, up 5.66% with a trading volume of 26,000 shares and a turnover of approximately 49.4 million yuan [1] - Other notable gainers include: - Kuan She Co. (603458) at 68.8, up 4.22% [1] - Xujie Technology (836149) at 15.94, up 4.18% [1] - Matrix Co. (301365) at 19.92, up 3.53% [1] - China Ruilin (603257) at 70.18, up 3.39% with a turnover of approximately 890 million yuan [1] Market Flow - The engineering consulting services sector experienced a net outflow of 174 million yuan from institutional investors, while retail investors saw a net inflow of 108 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment among different investor types [2] Individual Stock Performance - Major stocks with significant net inflows from retail investors include: - Shenzhen Ruijie with a net inflow of 893,280 yuan from institutional investors [3] - Kuan She Co. with a net inflow of 831,780 yuan from institutional investors [3] - Conversely, some stocks like Tongji Technology (600846) experienced a net outflow of 13.76 million yuan from institutional investors [3]

关于回购公司股份的进展公告 证券代码：300977 证券简称：深圳瑞捷 公告编号：2025-040 深圳瑞捷技术股份有限公司 二、其他说明 公司后续将根据市场情况在回购期限内继续实施本次回购计划，并根据相关 法律法规和规范性文件的规定及时履行信息披露义务，敬请广大投资者注意投资 风险。 特此公告。 深圳瑞捷技术股份有限公司董事会 2025 年 9 月 3 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。 深圳瑞捷技术股份有限公司（以下简称"深圳瑞捷""公司"）第三届董事会 第七次会议审议通过了《关于回购公司股份方案的议案》，同意使用自有资金或 自筹资金以集中竞价交易方式回购公司部分发行的人民币普通股（A 股）股票， 用于股权激励或员工持股计划。预计本次回购股份约为 50 万-60 万股，占公司 目前总股本的 0.33%-0.39%，具体回购股份的数量以回购实施完成/回购期满时 实际回购的股份数量为准。本次回购价格不超过 29.74 元/股（含），该价格未超 过董事会通过回购股份决议前三十个交易日公司股票交易均价的 150%，具体回 购价格将综合公司二级市场股 ...

Investment Rating - The report maintains an "Optimistic" rating for the construction industry [2][4]. Core Insights - The construction industry faced pressure on revenue and profit in H1 2025, with total revenue of 3.75 trillion, down 5.7% year-on-year, and net profit of 87.5 billion, down 6.5% year-on-year [2][7]. - The industry experienced a relative stability in gross margin and net margin, with a gross margin of 9.9% and a net margin of 2.33% in H1 2025 [8][19]. - Operating cash flow showed improvement, with a net cash flow of -477.4 billion, a reduction in outflow by 15.1 billion year-on-year [3][12]. - The industry’s return on equity (ROE) decreased by 0.31 percentage points to 2.50% in H1 2025, indicating pressure on profitability [16][27]. Summary by Sections Financial Overview - In H1 2025, major listed companies in the construction industry reported revenues of 3.75 trillion, a decrease of 5.7% year-on-year, and net profits of 87.5 billion, down 6.5% year-on-year [2][7]. - Quarterly revenues for Q1 and Q2 were 1.84 trillion and 1.91 trillion, respectively, with year-on-year declines of 6.2% and 5.2% [2][7]. Profitability Analysis - The industry maintained a gross margin of 9.9%, a slight decrease of 0.2 percentage points year-on-year, and a net margin of 2.33%, down 0.02 percentage points [8][19]. - The ROE for the industry decreased to 2.50%, reflecting the impact of reduced investment and increased costs [16][27]. Cash Flow Improvement - The operating cash flow net amount was -477.4 billion, showing an improvement with a reduction in cash outflow by 15.1 billion year-on-year [3][12]. - The cash collection ratio improved to 103% in Q1 and 87% in Q2, with year-on-year changes of +0.85 percentage points and +11.65 percentage points, respectively [3][12]. Market Dynamics - The report highlights a shift in focus from growth to quality improvement among state-owned enterprises, with an emphasis on cash flow management and cost control [4][19]. - The construction industry is expected to see a recovery in revenue and cash flow in the second half of 2025, driven by anticipated government investment stimulus [4][19].

Group 1 - Shenzhen Ruijie (SZ 300977) announced an investor research meeting scheduled for August 29, 2025, from 15:00 to 16:00, with participation from key executives including the chairman and financial director [1] - For the first half of 2025, Shenzhen Ruijie's revenue composition was 99.78% from professional technical services and 0.22% from other businesses [1] - As of the report date, Shenzhen Ruijie's market capitalization was 2.9 billion yuan [1]

Strategic Overview - The company has launched the "X3 Strategy" to drive high growth from 2025 to 2027, focusing on three main sectors: large infrastructure, new insurance, and new industries [2][3] - The "X3 Strategy" aims to transform the company into a digital platform through advanced technology [3] Strategic Goals - Five key strategic upgrades include: 1. Transitioning from construction consulting to professional technical services (TIC) [3] 2. Expanding business model to include energy, new consumption, insurance, and large infrastructure sectors [3] 3. Shifting from a service + platform + data model to a service + platform + product integrated solution [3] 4. Moving from a labor-intensive model to a technology-driven approach [3] 5. Balancing internal growth with external mergers and acquisitions [3] Investment and R&D - The company plans to focus on investment and acquisitions under the "X3 Strategy," utilizing AI and new technologies for business enhancement [4] - R&D investment for H1 2025 was 15.23 million yuan, showing a slight increase year-on-year [5] - The company is collaborating with Hong Kong University of Science and Technology on a project that significantly improves efficiency in building inspections [5] Customer Structure and Revenue - In H1 2025, new customer contracts increased, with revenue from industrial and insurance clients rising by 13.72% and 46.79% respectively, while real estate client revenue dropped to 40.03% [6] Employee Incentives - The employee stock ownership plan has a 12-month lock-in period, while the stock incentive plan has a 36-month lock-in period, targeting different employee groups [6] - Total cost for the employee stock ownership plan is 4.78 million yuan, while the stock incentive plan's total cost over three years is 17.35 million yuan [7]

Core Insights - The company reported a slight decline in revenue but achieved significant growth in net profit attributable to shareholders, driven by increased fair value gains and the reversal of credit impairment losses [1][3] - The company has launched employee incentive and stock ownership plans, reflecting confidence in future growth and aligning employee interests with company performance [1] Financial Performance - In H1 2025, the company achieved revenue of 200 million, a year-on-year decrease of 4%, while net profit attributable to shareholders reached 19 million, up 80% year-on-year [1] - The second quarter saw revenue of 124 million, down 5.6% year-on-year, but net profit attributable to shareholders increased by 99% to 15 million [1] - The overall gross margin for H1 2025 was 36.5%, a decrease of 0.33 percentage points year-on-year, with a net profit margin of 9.7%, an increase of 4.38 percentage points year-on-year [3] Business Segmentation - Revenue from third-party assessment and project management in H1 2025 was 116 million and 83 million, respectively, with year-on-year declines of 5% and 3.4% [2] - The company is optimizing its client structure, with new clients accounting for a growing proportion of new contracts, particularly in the industrial and insurance sectors, which saw revenue increases of 13.72% and 46.79% year-on-year [2] Strategic Initiatives - The company is focusing on expanding its service offerings in various fields, including risk reduction services for the insurance sector and engineering assessment services for public infrastructure [2] - The company is enhancing its operational presence in key urban areas such as Shanghai, Beijing, Wuhan, and Chengdu, while maintaining a leading position in the Greater Bay Area [2]

Financial Performance - The company reported total revenue of 200 million yuan for the first half of 2025, a decrease of 4.11% year-on-year [1] - The net profit attributable to shareholders was 19.01 million yuan, an increase of 79.58% year-on-year [1] - In Q2 2025, total revenue was 124 million yuan, down 5.6% year-on-year, while net profit attributable to shareholders was 14.75 million yuan, up 98.53% year-on-year [1] Key Financial Ratios - Gross margin was 36.5%, a decrease of 0.88% year-on-year, while net margin increased to 9.7%, up 82.35% year-on-year [1] - The ratio of selling, administrative, and financial expenses to revenue was 24.99%, an increase of 1.57% year-on-year [1] - Earnings per share rose to 0.12 yuan, a 71.43% increase year-on-year [1] Accounts Receivable and Cash Flow - Accounts receivable accounted for 47.42% of the latest annual revenue, indicating a significant amount of outstanding payments [1] - Operating cash flow per share was -0.31 yuan, an improvement of 18.93% year-on-year [1] Historical Performance and Investment Returns - The company's historical median Return on Invested Capital (ROIC) is 36.73%, indicating strong investment returns [3] - The worst year for ROIC was 2024, which recorded -1.83%, suggesting a need for further investigation into the causes of this performance [3] - The company has had one loss year since its listing, which occurred in 2024 [3] Debt and Liquidity - The company has a healthy cash position, with cash assets showing strong performance [3] - The ratio of average operating cash flow over the last three years to current liabilities is only 10.4%, indicating potential liquidity concerns [3]

Investment Rating - The report maintains a "Buy" rating for Shenzhen Ruijie, with a target price not specified [6]. Core Views - The company experienced a slight revenue decline of 4% year-on-year in H1 2025, with total revenue reaching 200 million. However, the net profit attributable to shareholders increased significantly by 80% to 19 million, driven by increased fair value gains and the reversal of credit impairment losses [1]. - The company has implemented an employee stock ownership plan and stock incentive plan, indicating strong confidence in future growth. The performance targets for 2025-2026 include revenue not less than 450 million, 600 million, and 800 million, or net profit not less than 45 million, 60 million, and 80 million respectively [2]. - The customer structure is continuously optimized, with a notable decrease in revenue from real estate clients, which now account for 40.03% of total revenue. New client acquisition is on the rise, particularly in the industrial and insurance sectors, with revenue growth of 13.72% and 46.79% respectively [3]. - The company reported a comprehensive gross margin of 36.5% in H1 2025, with a net profit margin of 9.7%, reflecting a year-on-year increase of 4.38 percentage points. Cash flow improved, with a net cash outflow of 48 million, which is 11 million less than the previous year [4]. Financial Data Summary - For 2025, the company is projected to achieve a revenue of 479.49 million, with a growth rate of 2.05%. The net profit attributable to shareholders is expected to be 47.12 million, with a significant growth rate of 283.60% [5]. - The company has a total market capitalization of approximately 2.94 billion, with a circulating market value of about 1.83 billion. The total share capital is 152.23 million shares, with a net asset value per share of 9.05 [7].