北京市嘉源律师事务所 关于中国中铁股份有限公司 回购注销 2021 年限制性股票激励计划 部分限制性股票实施情况的法律意见书 三十二十 西城区复兴门内大街158 号远洋大厦 4 楼 中国·北京 二〇二五年六月 蕉律师事务 所 YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI'AN 致:中国中铁股份有限公司 北京市嘉源律师事务所 关于中国中铁股份有限公司 回购注销2021年限制性股票激励计划 部分限制性股票实施情况的 法律意见书 嘉源(2025)-05-179 敬启者: 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国 证券法》、中国证券监督管理委员会(以下简称"中国证监会")《上市公司股权 激励管理办法》《中国中铁股份有限公司章程》(以下简称"《公司章程》")以及 《中国中铁股份有限公司2021年限制性股票激励计划(草案)》(以下简称"《激 励计划(草案)》")等有关规定,北京市嘉源律师事务所(以下简称"本所")接 受中国中铁股份有限公司(以下简称"中国中铁"或"公司") ...

Core Viewpoint - The Central State-Owned Enterprises Innovation-Driven ETF (515900) is experiencing significant growth and is closely tracking the Central State-Owned Enterprises Innovation-Driven Index (000861), which reflects the performance of innovative and profitable state-owned enterprises in China [3][4]. Group 1: ETF Performance - As of June 6, 2025, the Central State-Owned Enterprises Innovation-Driven ETF has seen a net asset value increase of 19.15% over the past three years, ranking 253 out of 1771 in its category, placing it in the top 14.29% [4]. - The ETF has achieved a maximum monthly return of 15.05% since its inception, with the longest consecutive monthly gain being five months and a total gain of 24.91% [4]. - The ETF's average monthly return during up months is 4.02%, with an annual profit percentage of 80.00% and a historical three-year holding profit probability of 97.42% [4]. Group 2: Market Activity - The Central State-Owned Enterprises Innovation-Driven ETF has seen a significant scale increase of 34.97 million yuan over the past two weeks, ranking in the top quarter among comparable funds [4]. - The ETF's trading volume has been robust, with a recent transaction volume of 7.437 million yuan, and an average daily trading volume of 32.176 million yuan over the past year, ranking first among comparable funds [3][4]. Group 3: Index Composition - The top ten weighted stocks in the Central State-Owned Enterprises Innovation-Driven Index account for 34.64% of the index, with notable companies including Hikvision (002415), State Grid (600406), and China Telecom (601728) [5]. - The ETF closely follows the performance of 100 representative listed companies evaluated for their innovation and profitability, reflecting the overall performance of innovative state-owned enterprises [3].

Group 1 - The National Enterprise Win ETF (159719) has seen a slight decline of 0.20% as of June 9, 2025, with a latest price of 1.53 yuan. Over the past week, it has accumulated a rise of 0.99%, ranking in the top one-third among comparable funds [1] - The liquidity of the National Enterprise Win ETF shows a turnover of 2.75% during the trading session, with a transaction volume of 3.0766 million yuan. Over the past year, the average daily transaction volume has been 17.5475 million yuan [1] - The Greater Bay Area ETF (512970) is currently trading at 1.19 yuan, with a year-to-date increase of 16.15% as of June 6, 2025. The underlying index, the China Securities Guangdong-Hong Kong-Macao Greater Bay Area Development Theme Index (931000), has shown mixed performance among its constituent stocks [1][4] Group 2 - The State-owned Assets Supervision and Administration Commission (SASAC) has issued a new management approach for the development planning of central enterprises, emphasizing industrial orientation. This includes a three-tier planning system focusing on optimizing and adjusting industries [2] - The Greater Bay Area Development Theme Index (931000) has its top ten weighted stocks, including BYD (002594) and China Ping An (601318), which collectively account for 53.21% of the index [4] - The National Enterprise Win ETF (159719) closely tracks the FTSE China National Enterprises Open Win Index, which consists of 100 constituent stocks, including major state-owned enterprises [4]

Market Overview - A-shares showed mixed performance with the Shanghai Composite Index up 0.04% at 3385.36 points, while the Shenzhen Component and ChiNext Index fell by 0.19% and 0.45% respectively[1] - The Hong Kong Hang Seng Index decreased by 0.48% to 23792.54 points, with the Hang Seng Tech Index and Hang Seng China Enterprises Index both down 0.63%[1] - The total market turnover in Hong Kong was HKD 235.62 billion[1] Economic Indicators - The U.S. non-farm payrolls increased by 139,000 in May, exceeding economists' expectations, while the unemployment rate remained stable at 4.2%[20] - The U.S. Treasury yields rose, with the 2-year Treasury yield increasing by 11.64 basis points to 4.0365% following the positive employment data[14] Trade Relations - U.S. and China officials are set to hold a new round of trade talks focusing on rare earth issues, following a recent phone call between the leaders of both countries[14] - President Trump has called for a 1% interest rate cut from the Federal Reserve, citing that Europe has already cut rates multiple times[14] Market Sentiment - The strong U.S. employment data has led traders to reduce their expectations for interest rate cuts this year, with the probability of a 25 basis point cut in September now estimated at around 70%[14] - The market is reacting cautiously to the ongoing trade tensions and economic uncertainties, with employers reportedly "stockpiling labor" amid concerns over tariffs and economic slowdown[14]

Group 1: Major Contracts and Financial Performance - China Railway Group (00390.HK) recently won multiple major engineering contracts with a total bid amount of approximately RMB 91.2 billion, accounting for about 8.52% of the company's revenue under Chinese accounting standards for 2021 [1] - China People's Insurance Group (01339.HK) reported a total insurance premium income of RMB 452.46 billion from January to August 2022, representing a year-on-year growth of 9.89% [2] - China Coal Energy (01898.HK) announced that its coal sales volume in August reached 25.96 million tons, a year-on-year increase of 1.3%, while coal production was 10.92 million tons, up 22.3% year-on-year [3] Group 2: Share Buybacks and Stake Increases - Bohai Bank (09668.HK) announced that several employees plan to voluntarily purchase at least 25 million H-shares using their own funds, reflecting confidence in the bank's long-term business development [4] - China Communications Construction (01800.HK) disclosed that its controlling shareholder has cumulatively increased its stake by approximately 264.47 million H-shares, representing 1.64% of the company's total issued shares [5] - Shougang Holding (00697.HK) reported that its major shareholder has entered into an agreement to sell 728 million shares to Beijing Guoguan Investment Holdings, which will acquire about 10% of the company's total issued shares [6] Group 3: Market Activities and Corporate Actions - Jianye Real Estate (00832.HK) announced plans to repurchase shares in the open market based on market conditions [7] - China Pacific Insurance (02601.HK) reported cumulative original insurance business income of RMB 290.9 billion from January to August [8] - China Property & Casualty Insurance (02328.HK) reported a premium income of RMB 340.25 billion from January to August, reflecting a year-on-year growth of 9.8% [9]

Investment Rating - The report maintains an "Overweight" rating for the construction decoration industry [1] Core Viewpoints - Significant attention is being given to major infrastructure projects, with recommendations for sectors such as water conservancy and cleanroom engineering, which are experiencing structural prosperity [1] - In the first four months of 2025, China's infrastructure investment increased by 5.8% year-on-year, with water management investment growing by 30.7%, water transport investment by 26.9%, and air transport investment by 13.9% [10][11] - The report highlights the potential for overseas engineering demand to remain robust, particularly in countries involved in the Belt and Road Initiative, with new contracts signed amounting to USD 64.54 billion, a year-on-year increase of 17.4% [11] - The report suggests focusing on companies with transformation layouts in high-demand sectors such as energy conservation, carbon reduction, and new energy-related infrastructure [11] Summary by Sections Industry Dynamics - The central government plans to support urban renewal actions in 20 cities, with a budget exceeding 20 billion yuan, which is expected to boost demand for related engineering and materials [13][14] - The Ministry of Housing and Urban-Rural Development will enhance supervision to implement new residential project standards, promoting the application of new construction technologies and materials [15] Market Performance - The construction decoration sector saw a weekly increase of 1.25%, outperforming the CSI 300 and Wind All A indices, which increased by 0.88% and 1.61%, respectively [18] - Notable stock performances include Zhongheng Design and Chongqing Construction, which saw significant weekly gains of 26.5% and 26.1%, respectively [19] Recommendations - The report recommends focusing on leading state-owned enterprises and local state-owned enterprises in the infrastructure sector, which are expected to see valuation recovery opportunities [10] - Specific stock recommendations include China Communications Construction, China Electric Power Construction, and China Railway [10]

建筑装饰 2025 年 06 月 08 日 三峡水运新通道开工，关注大型水利工程事件催化 看好 ——申万宏源建筑周报（20250603-20250606） 联系人 唐猛 (8621)23297818× tangmeng@swsresearch.com 本研究报告仅通过邮件提供给 中庚基金 使用。1 请务必仔细阅读正文之后的各项信息披露与声明 行 业 及 产 业 本期投资提示： 业 研 究 / 行 业 点 评 证券分析师 袁豪 A0230520120001 yuanhao@swsresearch.com 唐猛 A0230523080003 tangmeng@swsresearch.com 研究支持 唐猛 A0230523080003 tangmeng@swsresearch.com 行 证 券 研 究 报 告 相关研究 - ⚫ 一周板块回顾：板块表现方面，SW 建筑装饰指数+1.25%，沪深 300 指数+0.88%，相对收益为+0.37pct。周涨幅最大的三个子行业分别为 基建国企（+3.22%）、家装（+2.85%）、专业工程（+2.34%），对应 行业内三个公司：重庆建工（+26.12%）、名雕股份（+7 ...

Core Insights - The transformation and upgrading of China's manufacturing industry is the main driver for the growth of the CAE system market, with increasing digital demands for product design and production due to the advancement of smart manufacturing and Industry 4.0 [1][14] - The market size of China's CAE system industry is projected to reach 3.78 billion yuan in 2024, representing a year-on-year growth of 25.17% [1][14] - Domestic CAE software has made significant advancements in fluid simulation and multi-physics coupling, with companies like Suochen Technology breaking international monopolies through acquisitions [1][14] Industry Overview - Computer-Aided Engineering (CAE) systems utilize computer technology to assist in engineering design, analysis, and optimization, helping engineers understand engineering problems better and improve design quality and efficiency [2] - CAE systems can be categorized into general CAE and specialized CAE based on their functional scope [2] Industry Development History - The CAE industry in China has gone through four main stages: the initial stage (1970-1980), the technology accumulation stage (1980-1990), the adjustment period (1990-2005), and the domestic breakthrough period (2006-present) [4][5][6] - The initial stage saw the development of the first domestic finite element analysis software, marking the beginning of local CAE technology [4] - The adjustment period was characterized by the entry of foreign CAE giants, which dominated the market due to their technological advantages [5] Industry Chain - The upstream of the CAE system industry chain includes software solvers, basic software, and hardware devices, with software solvers being the core component [8] - The midstream involves the research and development of CAE systems, while the downstream applications span various industries such as automotive manufacturing, aerospace, electronics, and engineering machinery [8] Current Industry Status - The "14th Five-Year Plan" has identified industrial software as a key development area, providing policy incentives that stimulate market demand [12] - The market size of China's industrial software industry is expected to reach 333.2 billion yuan in 2024, with a year-on-year growth of 17.99% [12] Key Companies' Performance - The competitive landscape of the CAE system industry shows a dominance of international giants, while domestic companies like Suochen Technology and Zhongwang Software are gaining traction through technological innovation [16][19] - Suochen Technology reported a revenue of 39 million yuan in Q1 2025, reflecting a year-on-year growth of 21.73% [17] - Zhongwang Software's CAE software revenue reached 973.84 million yuan in 2024, with a year-on-year growth of 36.23% [19] Industry Development Trends - The CAE system industry is accelerating its integration with AI, cloud computing, and big data, driving the evolution of simulation technology towards intelligence and automation [21] - The demand for CAE systems is expected to deepen in sectors like new energy vehicles and aerospace, with specific needs for multi-physics coupling simulation technology [22][23] - Domestic CAE software is anticipated to break through core technological bottlenecks, reshaping the industry ecosystem and enhancing its penetration in key sectors [24]

科创债新规提出，在继续支持科技创新类、科创升级类、科创投资类和科创孵化类发行人发行科创债的 基础上，拟进一步拓宽发行主体和募集资金使用范围，扩大科技金融服务覆盖面。 南开大学金融学教授田利辉在接受证券时报记者采访时表示，作为我国金融支持科技创新的重要工具， 债券市场"科技板"落地以来成效显著，通过债券市场引导长期资本精准投向硬科技领域，与银行信贷、 股权融资形成互补，完善了科技企业全生命周期融资体系。 6月7日，债券市场"科技板"落地实施满月。自5月7日以来，科技创新债券（下称"科创债"）发行规模持 续提升，金融机构、创投机构、科技型企业等密集发行。 Wind数据显示，截至6月6日，全市场发行科创债216只，累计发行规模4012.98亿元。此外，相关公告显 示，还有7只科创债待发行，计划发行规模为152.5亿元。 其中，新规新增了"支持金融机构发行科技创新债券"相关条款，将商业银行、证券公司、金融资产投资 公司等金融机构纳入科创债发行主体范围。 从发行人所处行业看，目前，银行业是科创债发行的绝对主力。新规实施以来，累计已有16家银行发行 了首期科创债，发行规模达到2010亿元。其中，建设银行的发行规模达300 ...

Core Viewpoint - The construction of a modern sports stadium in Arusha, Tanzania, is being facilitated by a Chinese company, China Railway Construction Corporation, as part of the preparations for the 2027 Africa Cup of Nations, showcasing the deepening cooperation between China and Tanzania in various sectors [1][3]. Group 1: Project Overview - The Arusha Comprehensive Sports Stadium project covers an area of 142,200 square meters and will accommodate 30,000 spectators, with the main structure expected to be completed by the end of June 2023 and the entire project delivered by July 2024 [1][2]. - The stadium's design is inspired by Tanzanian culture, featuring elements like Tanzanite and Mount Kilimanjaro, and will include advanced technologies such as LED screens and a green lighting system [2]. Group 2: Local Impact and Employment - The project is expected to enhance the local infrastructure, as it will also involve upgrades to surrounding road networks, water, electricity, and communication facilities, thereby improving the urban landscape of Arusha [3]. - Local workers are being trained through a mentorship model, gaining skills that will enable them to handle various engineering projects in the future, thus contributing to local employment and professional development [3]. Group 3: Bilateral Relations - The stadium project symbolizes over 60 years of practical cooperation between China and Tanzania, with China being Tanzania's largest trading partner and foreign investor, significantly contributing to local employment and infrastructure development [3].