法律意见书 四川省成都市东御街 18 号百扬大厦 1 栋 11 楼邮编：610000 11th floor, building 1, Baiyang building, No. 18, Dongyu street, Chengdu, Sichuan 电话/TEL:（028）87747485 传真/FAX：（028）86512848 网址/WEBSITE：www.kangdacdlawyers.com 北京康达（成都）律师事务所 关 于 四川路桥建设集团股份有限公司 2021 年限制性股票激励计划首次授予部分第二个解除限售期 解除限售条件成就以及回购注销部分限制性股票的 法律意见书 康达（成都）法意字[2025]第 0372 号 在本《法律意见书》中，除非文义另有所指，下列简称具有如下含义： 二〇二五年六月 1 北京 BEIJING 上海 SHANGHAI 广州 GUANGZHOU 深圳 SHENZHEN 海口 HAIKOU 西安 XI'AN 天津 TIANJIN 杭州 HANGZHOU 南京 NANJING 沈阳 SHENYANG 成都 CHENGDU 菏泽 HEZE 苏州 SUZHOU 武汉 WUHAN 香 ...

Group 1: Company Overview - Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. introduced its historical development and industrial layout [2] - The company is undergoing a major asset restructuring plan [2] Group 2: Restructuring Plan Details - The company plans to sell 100% equity of Sichuan Development Maglev Technology Co., Ltd. and related assets to Sichuan Shudao Rail Transit Group [2] - It intends to sell 100% equity of Chengdu Xinzhu Traffic Technology Co., Ltd. to Sichuan Road and Bridge Construction Group [2] - The company will issue shares and pay cash to acquire 60% equity of Sichuan Shudao Clean Energy Group [2][3] Group 3: Financial Aspects - The total amount of funds raised through the issuance of shares will not exceed 100% of the transaction price for asset acquisition [3] - The number of shares issued will not exceed 30% of the total share capital after the completion of the asset acquisition [3] Group 4: Debt Management - The restructuring aims to divest assets related to maglev and bridge components to improve core competitiveness and asset quality [3] - The company plans to enhance capital strength and reduce the debt-to-asset ratio through the issuance of shares to specific investors [3] Group 5: Progress and Timeline - Professional intermediaries have been engaged to conduct audits and evaluations, with tasks progressing as planned [3] - The company will announce restructuring progress every 30 days until the notice for the shareholders' meeting is issued [3]

Core Insights - The construction industry is officially entering a platform period, with infrastructure investment maintaining resilience but showing signs of decline in revenue among major state-owned enterprises [5][28][30] - The overall investment tone for infrastructure in the second half of 2025 will focus on stability, supported by proactive fiscal policies and accelerated government bond issuance [2][37] - Structural opportunities are emerging, particularly in manufacturing, power, water conservancy, and water transport sectors, driven by special government bonds [5][6] Industry Overview - The construction industry has seen a decline in total revenue for the first time in 2024, confirming a turning point for the industry [30] - The total revenue for the construction industry in 2024 was 86,962.78 billion, a decrease of 4.29% year-on-year, with net profit dropping by 13.74% [30][32] - The share of real estate in GDP has been declining since its peak in 2021, while infrastructure investment has been rising but not enough to offset the decline in real estate [26][28] Investment Strategy - Long-term investment should focus on manufacturing-oriented companies like Honglu Steel Structure, while short-term strategies should prioritize high-dividend stocks and significant changes in individual companies [6][7] - The report emphasizes the importance of structural opportunities in the construction sector, particularly in areas aligned with national strategic initiatives and safety capabilities [60] State-Owned Enterprises - There is a growing divergence among state-owned construction enterprises, with only a few, such as China State Construction and China Energy Engineering, showing positive growth in Q1 2024 [7][28] - The report recommends focusing on companies with strong dividend stability and growth potential, such as China Chemical Engineering and China Communications Construction [7][8] Professional Engineering and International Opportunities - The international engineering sector is expected to benefit from ongoing orders and the deepening of cooperation along the Belt and Road Initiative [8] - Companies like China National Materials and China Steel International are highlighted for their low valuations and high dividend yields, indicating strong performance potential [8] Mergers and Acquisitions - The construction industry is moving towards maturity, necessitating mergers and acquisitions to find new growth points [10] - The report anticipates that future mergers will primarily come from smaller, weaker segments of the industry, such as design and decoration [10]

1. Report Industry Investment Rating - No industry investment rating information is provided in the report. 2. Core Viewpoints of the Report - The report regularly updates the latest information on private exchangeable bond (private EB) projects from public channels and conducts basic element tracking on private exchangeable bond projects, emphasizing that the issuance terms and progress may change, and the final prospectus and relevant underwriters should be referred to [1]. 3. Summary by Relevant Catalogs 3.1 New Project Information - There is no new project information this week, and some projects are not listed due to compliance reasons [2]. 3.2 Project Status Table - The table lists the details of multiple private EB projects, including bond names, lead underwriters, scales, underlying stocks, project statuses, and update dates. Projects include those from companies such as Shudao Investment Group Co., Ltd., China Pingmei Shenma Group Co., Ltd., and Guangdong Shunde Holdings Group Co., Ltd., with statuses of "Passed", "Feedback Received", and "Accepted" [3].

Investment Rating - The industry rating is maintained as "Outperform" [6] Core Viewpoints - The construction sector has underperformed the broader market, with a weekly increase of 0.72% compared to the 1.78% rise in the CSI 300 index, resulting in a 1.06 percentage point lag [5][26] - There is an increasing market focus on low-valuation, high-dividend stocks within the construction sector, particularly among central state-owned enterprises (SOEs), local SOEs, international engineering firms, and private enterprises [14][34] - The construction sector's central SOEs, such as China Chemical, have significantly lower price-to-earnings (PE) ratios compared to their peers, with China Chemical's PE at 7.99, placing it in the 6.8% percentile since 2010 [15][14] - Local SOEs like Shandong Road and Anhui Construction show low PE ratios of 3.94 and 6.10, respectively, with dividend yields exceeding those of central SOEs [16][14] - Private enterprises such as Jianghe Group and Sanwei Chemical also demonstrate strong dividend capabilities, with yields of 8.90% and 4.83% respectively [19][14] Summary by Sections Low-Valuation Stocks Worth Attention - Central SOEs like China Chemical and China Railway Construction have low PB ratios, with China Railway at 0.41 and China Railway at 0.45 [14][15] - Local SOEs such as Shandong Road and Anhui Construction have PE ratios significantly below 10, indicating potential investment opportunities [16][14] - Private enterprises like Jianghe Group and Yaxiang Integration have returned to reasonable valuation levels, with PE ratios of 11.66 and 12.21 respectively [19][14] Market Performance Review - The construction index increased by 0.72% in the week from June 30 to July 4, lagging behind the CSI 300's 1.78% increase [5][26] - Notable individual stock performances included Chengbang Co. (+42.23%) and Hangzhou Garden (+31.16%) [5][26] Investment Recommendations - Focus on cyclical opportunities arising from improvements in construction activity, particularly in water conservancy, railways, and aviation sectors [34][35] - Highlight the potential of nuclear power investments and emerging business directions within the construction sector [36][34] - Emphasize investment opportunities in major hydropower projects and the deep-sea economy, with recommendations for companies involved in these sectors [37][34]

Core Viewpoint - The Hongli Low Volatility ETF (512890) has seen significant inflows and performance, indicating strong investor interest and potential for continued growth in the low-volatility investment space [1][2]. Fund Performance - The Hongli Low Volatility ETF (512890) increased by 0.83% to a latest price of 1.211 CNY, with a turnover rate of 2.36% and a trading volume of 466 million CNY [1][2]. - From June 30 to July 3, the ETF experienced a net inflow of 770 million CNY over four consecutive trading days, bringing its latest circulating scale to 19.622 billion CNY, a new high since its inception [1][2]. Holdings and Investment Strategy - The ETF's top holdings include Chengdu Bank, Yageo, Industrial Bank, and others, with significant weightings in these stocks [3]. - The fund manager, Liu Jun, has positioned the ETF to outperform its benchmark, the CSI Low Volatility Index, with a year-to-date performance exceeding that of the benchmark [2][3]. Market Outlook - According to Xiangcai Securities, the core profitability of banks is improving, and earnings are expected to remain stable, which supports the ongoing appeal of dividend investments in the banking sector [3]. - The strategy of investing in "high dividend + regional growth" is likely to perform well during periods of slowing economic growth [3]. Investment Options - Investors seeking stable returns and low-risk alternatives can consider the Hongli Low Volatility ETF's linked funds, which include various classes such as A, C, I, and Y [4].

Regulatory News - The China Securities Regulatory Commission emphasizes maintaining market stability as a primary regulatory task and promotes the establishment of a normalized market stabilization mechanism [1][5] - Starting from August 1, cash purchases of gold exceeding 100,000 yuan will need to be reported [2][3] Industry News - In June, 1.65 million new A-share accounts were opened, representing a year-on-year increase of 53% [2][6] - The Guangzhou Housing Provident Fund Management Center is soliciting opinions on a draft policy for converting commercial loans to public housing loans when the personal loan rate is below 75% [7] - The Shanghai superconducting material and headquarters base, with an investment of 2.5 billion yuan, has officially started construction, marking it as the largest project in the superconducting field globally [8] - The average wholesale price of eggs in Beijing decreased by 11.23% month-on-month and 26.43% year-on-year in June [7] Company News - Luxshare Precision announced plans for overseas share issuance (H-shares) and listing on the Hong Kong Stock Exchange [10] - Yonghui Supermarket reported that JD World Trade has reduced its stake in the company by 1.26% during the reduction period [10] - Jiangnan Water announced that Lianan Life Insurance has increased its stake in the company through the secondary market [10] - Guizhou Moutai has repurchased 3.3821 million shares as of the end of June, with a total expenditure of 5.202 billion yuan [11] - Tianqi Lithium announced a lawsuit against Yongtai Technology for commercial secret infringement, with expected economic losses of 888 million yuan [13]

Core Viewpoint - Sichuan Road and Bridge Construction Group Co., Ltd. announced the implementation of its 2024 annual profit distribution plan, which includes a cash dividend of 0.377 CNY per share, totaling approximately 3.28 billion CNY in cash dividends to shareholders [2][4][20]. Profit Distribution Details - The cash dividend of 0.377 CNY per share (including tax) was approved at the annual shareholders' meeting on May 13, 2025 [2][20]. - The total number of shares for the distribution is based on the company's total share capital of 8,710,039,485 shares [4]. - The cumulative cash dividends for 2024, including the mid-year distribution, amount to approximately 3.61 billion CNY, representing 50.02% of the net profit attributable to shareholders for the year [4]. Implementation Method - Cash dividends will be distributed through China Securities Depository and Clearing Corporation Limited, Shanghai Branch, to all shareholders registered by the end of the trading day on the equity registration date [6][10]. - Shareholders who have not completed designated transactions will have their dividends held by the clearing company until the transactions are completed [6]. Taxation Information - Individual shareholders holding shares for over one year are exempt from personal income tax on dividends, while those holding for one year or less will have taxes calculated upon the sale of shares [10]. - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, resulting in a net dividend of approximately 0.3393 CNY per share [11]. Share Buyback Plan Adjustment - The company adjusted the maximum buyback price from 12.54 CNY to 12.16 CNY per share, effective from July 11, 2025, following the approval of the cash dividend distribution [19][20]. - The total buyback amount is set between 100 million CNY and 200 million CNY, with the expected number of shares to be repurchased ranging from approximately 8.22 million to 16.45 million shares [20][21].

Core Viewpoint - Sichuan Road and Bridge Construction Group Co., Ltd. has announced its participation in several highway expansion projects, with a total estimated investment of approximately 67.344 billion yuan, and has signed a major construction contract for one of these projects [1] Group 1: Project Participation - The company has decided to abandon controlling stakes and instead participate in the investment of the G85G76 Chongqing (Chuan-Yu Border) to Chengdu Highway Expansion Project, Suining to Chongqing Highway (Sichuan Section) Expansion Project, and Dazhu to Dianjiang (Sichuan Section) Highway Project [1] - The total estimated investment for these projects is around 67.344 billion yuan, with a self-raised capital ratio of no less than 20%, which amounts to approximately 13.4688 billion yuan [1] Group 2: Contract Signing - The company's wholly-owned subsidiary, Road and Bridge Group, has signed a total construction contract for the G85G76 Chongqing (Chuan-Yu Border) to Chengdu Highway Expansion Project, covering a total length of approximately 81.398 kilometers [1] - The total contract amount for this segment is approximately 11.596 billion yuan, with a total construction period of 39 months [1]

Core Points - Sichuan Road and Bridge Construction Group Co., Ltd. announced a cash dividend of 0.377 CNY per share (including tax) for its A shares [1][2] - The total cash dividend distribution amounts to approximately 3.28 billion CNY, based on a total share capital of 8,710,039,485 shares [2][3] - The dividend distribution plan was approved at the annual shareholders' meeting held on May 13, 2025 [2][3] Dividend Distribution Details - The record date for the cash dividend is July 10, 2025, with the last trading day and ex-dividend date both on July 11, 2025 [2][3] - The total cash dividends distributed for the year 2024, including the mid-year dividend, will be approximately 3.61 billion CNY, representing 50.02% of the net profit attributable to shareholders for the year [2][3] - The cash dividends will be distributed through China Securities Depository and Clearing Corporation Limited, Shanghai Branch [3][4] Taxation Information - Individual shareholders holding shares for more than one year will be exempt from personal income tax on the dividend income, effectively receiving the full 0.377 CNY per share [4][5] - For individual shareholders holding shares for one year or less, the tax will be calculated upon the transfer of shares, with a potential effective tax rate of 20% for holdings of one month or less [4][5] - Qualified Foreign Institutional Investors (QFII) will have a 10% withholding tax applied, resulting in a net dividend of approximately 0.3393 CNY per share for Hong Kong investors [5]