上海天衍禾律师事务所 法律意见书 上海天衍禾律师事务所 关于 安徽鸿路钢结构（集团）股份有限公司 可转换公司债券回售的 法律意见书 地址：上海市普陀区云岭东路 89 号长风国际大厦 2006 室 电话：（021）52830657 传真：（021）52895562 上海天衍禾律师事务所 法律意见书 上海天衍禾律师事务所 为出具本法律意见书，本所及本所律师特作如下声明： （一）本所及本所律师根据《证券法》《律师事务所从事证券法律业务管理 办法》和《律师事务所证券法律业务执业规则（试行）》等我国现行法律、法规 和规范性文件的规定及本法律意见书出具之日以前已经发生或者存在的事实，严 格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查、验证， 保证本法律意见书所认定的事实真实、准确、完整，所发表的结论性意见合法、 准确，不存在虚假记载、误导性陈述或者重大遗漏，并愿意承担相应的法律责任。 （二）本法律意见书依据中国现行有效的或者公司的行为、有关事实发生或 存在时有效的法律、法规和规范性文件，并基于本所律师对该等法律、法规和规 范性文件的理解而出具。 （三）本法律意见书仅就与本次回售有关的中国境内法律问题发表 ...

Core Viewpoint - Honglu Steel Structure's stock has experienced a decline, with a current price of 17.12 CNY per share, reflecting a year-to-date drop of 2.57% and a 14.74% decrease over the past 20 trading days [1][2]. Financial Performance - For the period from January to September 2025, Honglu Steel Structure reported a revenue of 15.917 billion CNY, representing a year-on-year growth of 0.19%. However, the net profit attributable to shareholders decreased by 24.29% to 496 million CNY [2]. - Cumulative cash dividends since the company's A-share listing amount to 1.365 billion CNY, with 784 million CNY distributed over the past three years [3]. Shareholder Information - As of September 30, 2025, the number of shareholders decreased by 18.75% to 13,700, while the average circulating shares per person increased by 23.06% to 36,155 shares [2]. - The top ten circulating shareholders include notable funds, with changes in holdings observed among several key investors [3].

Group 1 - On November 17, Honglu Steel Structure experienced a decline of 0.89% with a transaction amount of 60.02 million yuan. The financing buy amount was 3.37 million yuan, while the financing repayment was 2.39 million yuan, resulting in a net financing buy of 0.98 million yuan. The total financing and securities balance reached 59.65 million yuan [1] - As of November 17, the financing balance of Honglu Steel Structure was 58.45 million yuan, accounting for 0.48% of the circulating market value, which is above the 50th percentile level over the past year, indicating a relatively high position [1] - The company’s main business includes steel structure manufacturing and sales, green building materials production and sales, and general contracting for steel structure assembly projects. The revenue composition is as follows: H-shaped steel structure 55.06%, box-type cross structure 18.89%, secondary structure 12.85%, pipe structure 6.25%, truss structure 3.86%, and others 3.08% [1] Group 2 - As of September 30, the number of shareholders of Honglu Steel Structure was 13,700, a decrease of 18.75% compared to the previous period. The average circulating shares per person increased by 23.06% to 36,155 shares [2] - For the period from January to September 2025, Honglu Steel Structure achieved an operating income of 15.917 billion yuan, a year-on-year increase of 0.19%. The net profit attributable to the parent company was 496 million yuan, a year-on-year decrease of 24.29% [2] - Since its A-share listing, Honglu Steel Structure has distributed a total of 1.365 billion yuan in dividends. In the past three years, the cumulative dividend distribution was 784 million yuan [3]

Core Viewpoint - On November 17, a total of 13 target price adjustments were made by brokerages for listed companies, with notable increases in target prices for Kangguan Technology, Kede CNC, and Honglu Steel Structure, showing target price increases of 44.60%, 43.03%, and 37.73% respectively, across the optical optoelectronics, general equipment, and professional engineering industries [1][3]. Group 1: Target Price Increases - Kangguan Technology received a target price of 32.00 yuan with a target price increase of 44.60% [3] - Kede CNC was assigned a target price of 86.95 yuan, reflecting a 43.03% increase [3] - Honglu Steel Structure has a target price of 24.42 yuan, indicating a 37.73% increase [3] - Other companies with significant target price increases include Zhongxin International with a target price of 159.30 yuan (35.42% increase) and Sinopec with a target price of 7.60 yuan (31.49% increase) [3] Group 2: Brokerage Recommendations - A total of 51 listed companies received brokerage recommendations on November 17, with Aotewei and Kede CNC each receiving 2 recommendations [4][5] - Aotewei's closing price was 42.55 yuan, while Kede CNC's closing price was 60.79 yuan [5] Group 3: Rating Adjustments - On November 17, brokerages raised ratings for 2 companies, including Sinopec's rating upgraded from "Hold" to "Buy" by Huatai Securities, and Hongyuan Electronics' rating upgraded from "Hold" to "Buy" by CITIC Securities [4] - One company, Honglu Steel Structure, had its rating downgraded from "Strong Buy" to "Recommended" by Huachuang Securities [4] Group 4: First Coverage - On November 17, brokerages initiated coverage on 7 companies, including Wan Energy Power with an "Accumulate" rating from China Merchants Securities, and Hengyin Technology with an "Accumulate" rating from Zhongyou Securities [7][8] - Other companies receiving first coverage include Jinlei Co. with a "Buy" rating, Zhaoyan Pharmaceutical with an "Accumulate" rating, and Weisheng Information with a "Recommended" rating [8]

Core Insights - On November 17, 2023, brokerage firms provided target prices for listed companies, with notable increases for Kangguan Technology, Kede CNC, and Honglu Steel Structure, showing target price increases of 44.60%, 43.03%, and 37.73% respectively [1][3] Group 1: Target Price Increases - Kangguan Technology received a target price of 32.00 yuan, reflecting a 44.60% increase [3] - Kede CNC's target price is set at 86.95 yuan, indicating a 43.03% increase [3] - Honglu Steel Structure has a target price of 24.42 yuan, with a 37.73% increase [3] Group 2: Brokerage Recommendations - A total of 51 listed companies received brokerage recommendations on November 17, with Aotewei and Kede CNC each receiving 2 recommendations [4][5] - Aotewei's closing price was 42.55 yuan, while Kede CNC's closing price was 60.79 yuan [5] Group 3: Rating Adjustments - Two companies had their ratings upgraded on November 17, including China Petroleum, which was upgraded from "Hold" to "Buy" by Huatai Securities, and Hongyuan Electronics, upgraded from "Hold" to "Buy" by CITIC Securities [4] - One company, Honglu Steel Structure, had its rating downgraded from "Strong Buy" to "Recommended" by Huachuang Securities [4] Group 4: First Coverage - Seven companies received initial coverage on November 17, including Waneng Power with an "Accumulate" rating from China Merchants Securities, and Hengyin Technology with an "Accumulate" rating from Zhongyou Securities [7][8] - Other companies receiving first coverage include Jinlei Co., Ltd. with a "Buy" rating, Zhaoyan Pharmaceutical with an "Accumulate" rating, and Weisheng Information with a "Recommended" rating [7][8]

Group 1 - The new policy financial tools have been fully deployed, supporting private investment and REITs issuance [2] - As of October 29, 500 billion yuan of new policy financial tools have been allocated, with a portion supporting key private investment projects [2] - A total of 18 private investment projects have been recommended to the CSRC, with 14 projects already issued, raising nearly 30 billion yuan [2] Group 2 - The central bank aims to maintain reasonable price levels and ensure steady growth, employment, and expectations [3] - In October, new social financing amounted to 815 billion yuan, a year-on-year decrease of 597 billion yuan [3] - The central bank emphasizes the importance of promoting reasonable price recovery as a key consideration in monetary policy [3] Group 3 - The National Energy Administration has issued guidelines to promote the integrated development of renewable energy [4] - The guidelines aim to enhance the complementary development of various renewable energy sources and optimize energy structures [4] - There is a focus on improving the collaborative development of wind, solar, hydrogen, and storage technologies [4] Group 4 - Recommendations include sectors such as copper and cobalt resources, energy storage, dividends, and infrastructure in the western region [5] - Specific stock recommendations include China Railway (601390) for copper, China Metallurgical (601618) for nickel, and China Construction (601668) for low valuation and high dividends [5] - The report also highlights opportunities in AI and low-altitude economy sectors, recommending companies like Design Institute (603357) and Huazhong International (002949) [5]

证 券 研 究 报 告 鸿路钢构（002541）2025 年三季报点评 推荐（下调） 经营性业绩稳健，现金流同比改善 目标价：24.42 元 事项： ❖ 2025 年前三季度公司实现营业收入 159.17 亿元，同比增加 0.19%；归母净利 润/扣非归母净利润 4.96/3.59 亿元，同比减少 24.29%/增加 0.78%。其中，Q3 单季度实现营业收入 53.67 亿元，同比减少 3.50%；归母净利润/扣非归母净利 润 2.08/1.21 亿元，同比减少 8.51%/增加 0.59%。 评论： ❖ 风险提示：原材料钢材等价格波动，行业竞争加剧，智能化降本增效不及预期。 [ReportFinancialIndex] 主要财务指标 | | 2024A | 2025E | 2026E | 2027E | | --- | --- | --- | --- | --- | | 营业总收入(百万) | 21,514 | 22,303 | 25,556 | 28,687 | | 同比增速(%) | -8.6% | 3.7% | 14.6% | 12.3% | | 归母净利润(百万) | 772 | 773 | 84 ...

Core Conclusions - The construction sector has seen a cumulative increase of 10.83% from the beginning of 2025 to November 11, 2025, underperforming the broader market, while the building materials sector has increased by 22.32%, outperforming the market [7][18] - The overall construction market is experiencing a decline in scale, with significant business homogenization, necessitating a transformation within the industry, particularly among large state-owned construction enterprises [7][46] - The cement industry is under pressure, with a projected 6% decline in demand for the year, while supply-side policies aimed at capacity reduction and carbon emissions are expected to be key drivers for future adjustments [8][9] Industry Review - The construction and building materials sectors have shown varied performance, with the construction sector ranking 20th out of 30 industries in terms of cumulative growth, while the building materials sector ranks 10th [18][20] - The cement sector has faced declining sales volumes for most companies in 2025, with a significant increase in inventory levels due to poor peak staggering [8][9] - International engineering projects are seeing sustained growth, particularly in regions involved in the Belt and Road Initiative, with many state-owned construction companies reporting an increase in overseas orders [8][9] Investment Recommendations - The report suggests focusing on large construction blue-chip stocks such as China Railway and China Communications Construction, while also considering companies involved in international engineering and those with cyclical elasticity in domestic demand [9] - The report emphasizes the importance of high dividend yields from undervalued state-owned construction companies as a potential investment opportunity [8][9] Financial Performance Summary - The revenue decline in the construction sector has narrowed, while profit pressures continue, with significant improvements in cash flow noted [9][57] - For the cement industry, revenue declines have expanded, and profit growth has slowed, indicating ongoing challenges [9][57] - The eight major state-owned construction enterprises reported a total revenue of 4.81 trillion yuan for the first three quarters of 2025, reflecting a year-on-year decline of 3.99% [61]

Core Viewpoint - Honglu Steel Structure's stock price has shown fluctuations, with a recent increase of 2.05%, and the company has a market capitalization of 12.731 billion yuan [1]. Financial Performance - For the period from January to September 2025, Honglu Steel Structure achieved a revenue of 15.917 billion yuan, reflecting a year-on-year growth of 0.19%. However, the net profit attributable to shareholders decreased by 24.29% to 496 million yuan [2]. - Cumulative cash dividends since the company's A-share listing amount to 1.365 billion yuan, with 784 million yuan distributed over the past three years [3]. Shareholder Structure - As of September 30, 2025, the number of shareholders decreased by 18.75% to 13,700, while the average number of tradable shares per person increased by 23.06% to 36,155 shares [2]. - The top ten circulating shareholders include various funds, with notable changes in holdings, such as a decrease of 3.2777 million shares for Zhonggeng Value Pioneer Stock and an increase of 100 shares for Zhonggeng Value Navigation Mixed Fund [3]. Stock Performance - Year-to-date, Honglu Steel Structure's stock price has increased by 5.00%, with a recent five-day increase of 5.43%. However, it has seen a decline of 5.53% over the past 20 days [1].

Investment Rating - The report maintains a "Positive" investment rating for the construction and engineering sector [9] Core Views - The construction sector exhibits characteristics such as low valuation, low institutional holdings, large market capitalization, and stable outlook for quality targets. The report identifies four key investment directions within the construction industry: 1) Companies with strong Q3 performance and short-term earnings certainty 2) High dividend yield stocks providing a safety cushion 3) Strong long-term growth potential 4) Large-cap stocks with low absolute valuations [5][6][7] Summary by Sections Valuation Metrics - As of the latest closing, the Jiangsu Construction Index has a PE ratio of 12.83, ranking 28th across all industries, with a 10-year percentile of 68.5%. The PB ratio stands at 0.84, ranking 31st, with a 10-year percentile of 16.22%. Notably, the construction sector and the banking sector are the only indices within the Jiangsu framework that are trading below book value [5][6] Institutional Holdings - The construction sector has historically low institutional holdings, which may reflect a weak outlook for the industry and a lack of attention from investors. This could lead to undervaluation of high-quality construction stocks [6] Market Capitalization - The construction sector has a limited number of listed companies, with eight major state-owned enterprises collectively valued at 941.19 billion, accounting for 47% of the Jiangsu Construction Index's market capitalization. These enterprises play a crucial role in stabilizing economic growth and are likely to be favored in a market shift towards undervalued sectors [6][7] Investment Directions - **Direction One**: Focus on companies with strong Q3 earnings, such as Sichuan Road and Bridge, China Chemical, and others, which show robust growth and sufficient order backlogs [7] - **Direction Two**: Invest in high dividend yield stocks like Jianghe Group (6.2%), Sichuan Road and Bridge (5.6%), and others, which provide a strong holding safety net [7] - **Direction Three**: Target companies with strong long-term growth potential, such as Honglu Steel Structure and others benefiting from semiconductor capital expenditure [7] - **Direction Four**: Invest in large-cap stocks with low absolute valuations, including eight major state-owned enterprises that are all trading below book value [7]