标的资产业绩承诺期满减值测试情况的核查意见 中信证券股份有限公司（以下简称"独立财务顾问"）作为四川路桥建设集 团股份有限公司（以下简称"上市公司"）发行股份及支付现金购买四川省交通 建设集团股份有限公司（2022 年 11 月 18 日更名为：四川省交通建设集团有限 责任公司，以下简称"交建集团"）95%股权、四川高路建筑工程有限公司（2024 年 9 月 14 日更名为：四川蜀道建设工程有限公司，以下简称"高路建筑"）100% 股权和四川高速公路绿化环保开发有限公司（以下简称"高路绿化"）96.67% 股权并募集配套资金暨关联交易（以下简称"本次交易"）的独立财务顾问，根 据《上市公司重大资产重组管理办法》《上市公司并购重组财务顾问业务管理办 法》等规定，对交建集团 95%股权、高路建筑 100%股权以及高路绿化 96.67%股 权（以下简称"标的资产"）业绩承诺期满减值测试情况进行了核查，具体情况 如下： 中信证券股份有限公司 关于四川路桥建设集团股份有限公司发行股份及支付现金 购买资产并募集配套资金暨关联交易之 省港航开发集团有限责任公司合计转让标的公司的股权比例－（业绩补偿义务人 累积已补偿股份总数 ...

四川省成都市东御街 18 号百扬大厦 1 栋 11 楼邮编：610000 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 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 二〇二五年六月 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 香港 HONGKONG 呼和浩特 HUHEHAOTE 1 厦门 XIAMEN 长沙 CHANGSHA 重庆 CHONGQING 郑州 ZHENGZHOU 合肥 HEFEI 宁波 NINGBO 济南 JINAN 昆明 KUNMING 南昌 NANCHANG 法律意见书 目 录 | 法律意见书 | | | --- | --- | | 释 | 义 | | 在本《法律意见书》中，除非文义另有所指，下 ...

Core Viewpoint - Sichuan Road and Bridge Construction Group Co., Ltd. announced that its controlling shareholder, Shudao Investment Group Co., Ltd., completed the issuance of exchangeable bonds amounting to RMB 2 billion, with a term of 3 years, and the exchange period will begin on July 3, 2025, and end on January 2, 2028 [1][2]. Group 1 - The actual issuance scale of the bonds is RMB 2 billion, and the bonds are referred to as "24 Shudao EB" with the code "137192" [1]. - The exchange period for the bonds will start 6 months after the issuance date, specifically from July 3, 2025, to January 2, 2028 [2]. - As of the announcement date, Shudao Group and its concerted parties hold 6,932,169,419 shares, accounting for 79.59% of the company's total issued share capital [2]. Group 2 - The exchange of bonds into shares may lead to a reduction in the shares held by Shudao Group, but it is estimated that even if all bondholders exchange their bonds for shares, Shudao Group will still remain the controlling shareholder [2]. - The bond exchange will not result in changes to the company's controlling shareholder or actual controller, nor will it significantly impact the company's governance structure or ongoing operations [2]. - The company will closely monitor the bond exchange situation and fulfill its information disclosure obligations in accordance with relevant regulatory requirements [2].

Investment Rating - The report assigns an "Accumulate" rating for the company, marking its first coverage [2][9]. Core Insights - The company is set to issue 610 million shares at a price of 4.68 yuan per share, raising a total of 2.853 billion yuan to address liquidity issues and optimize its capital structure [5][6]. - The company primarily operates in phosphate chemicals and non-ferrous metal zinc smelting, with key products including phosphate series products, compound fertilizers, synthetic ammonia, and zinc ingots and alloys [5]. - The company has faced liquidity challenges due to a heavy debt burden from a contract dispute, necessitating the current fundraising efforts [6]. - The new controlling shareholder, Shudao Group, has committed to fully subscribe to the share issuance, reflecting confidence in the company's future [6][7]. - The company holds a 30% stake in the multi-dragon copper mine, which is expected to significantly boost production and revenue once developed [8]. Financial Summary - As of the end of 2024, the company is projected to achieve revenues of 3.723 billion yuan in 2025, with a year-on-year growth of 9.20% [11]. - The net profit attributable to the parent company is expected to reach 56.05 million yuan in 2025, reflecting a substantial year-on-year increase of 55.21% [11]. - The company's earnings per share (EPS) is forecasted to be 0.03 yuan in 2025, with a corresponding price-to-earnings (P/E) ratio of 290.04 [9][11].

Group 1: Company Overview and Restructuring Plan - Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. is undergoing a significant asset restructuring, which includes selling 100% equity of Sichuan Development Maglev Technology Co., Ltd. and other related assets to Sichuan Shudao Rail Transit Group Co., Ltd. [2] - The company plans to issue shares to no more than 35 qualified investors to raise funds, with the total amount not exceeding 100% of the transaction price for the asset purchase [2][3] - The restructuring is contingent upon obtaining necessary approvals; if any approval is not granted, the restructuring will not take effect [3] Group 2: Restructuring Timeline and Progress - The restructuring plan was disclosed on June 10, 2025, and all professional intermediaries have been engaged to conduct audits and evaluations [4] - The company will announce the progress of the restructuring every 30 days until the notice for the shareholders' meeting is issued [4] Group 3: Market Value Management Guidelines - The Sichuan Provincial State-owned Assets Supervision and Administration Commission issued guidelines focusing on establishing a scientific market value perspective and enhancing the quality of state-owned enterprises [5] - Key aspects include promoting resource concentration in listed companies, encouraging value creation through buybacks and dividends, and enhancing communication with investors [5] Group 4: Clean Energy Group and Future Development - Sichuan Shudao Group's core business includes comprehensive transportation and energy resource investment, with a goal to achieve an installed capacity of over 21.32 million kW by 2030 [6] - The Clean Energy Group aims to leverage transportation resources to develop a new energy system, focusing on hydropower, wind power, and solar energy [6] - The restructuring will allow Chengdu Xinzhu to exit the maglev and bridge component business, focusing on clean energy, improving asset liquidity, and reducing debt [7]

Group 1: Report Overview - The report regularly tracks the latest private exchangeable bond (private EB) projects from public sources and provides basic element tracking [1] Group 2: New Project Information - Liaoning Chengda Co., Ltd.'s 2025 private placement of exchangeable corporate bonds for professional investors has received feedback from the exchange, with an intended issuance size of 5 billion yuan, underlying stock being GF Securities (000776.SZ), and the lead underwriter being CITIC Construction Securities. The exchange updated the information on June 16, 2025 [2] Group 3: Project Status Table - Lists various private EB projects, including bond names, lead underwriters, issuance sizes, underlying stocks, project statuses, and update dates. Projects are in different statuses such as "Passed" and "Feedback Received" [3] Group 4: Related Research Reports - Lists related research reports on private EB weekly tracking from different time periods [4]

Core Viewpoint - Sichuan Hongda Co., Ltd. is issuing shares to specific investors to raise funds for debt repayment and working capital supplementation, with a total fundraising amount of approximately 285.29 million yuan [5][6]. Group 1: Company Overview - The company is primarily engaged in phosphate chemicals and non-ferrous metal zinc smelting, with main products including phosphate series products, compound fertilizers, synthetic ammonia, zinc ingots, and zinc alloys [2][3]. - The company lacks supporting phosphate and zinc mineral resources, making its operations highly susceptible to macroeconomic policies, external environments, and national industrial policies [2][3]. Group 2: Financial Performance - The company's net profits for recent periods were 60.16 million yuan, -95.84 million yuan, 36.11 million yuan, and -35.93 million yuan, indicating significant volatility in profitability [4]. - The gross profit margins for the main business were 9.93%, 5.89%, and 7.29% over the reporting periods, reflecting fluctuations influenced by economic cycles and market conditions [3][4]. Group 3: Share Issuance Details - The type of shares being issued is domestic listed ordinary shares (A shares) with a par value of 1.00 yuan per share [5]. - The issuance will be conducted through a specific target offering to Shudao Group, with a share price set at 4.68 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [5][6]. - A total of 609.6 million shares will be issued, accounting for no more than 30% of the total share capital prior to the issuance [6]. Group 4: Industry Characteristics - The phosphate chemical industry is subject to national macro-control and self-regulation, with oversight from various governmental departments including the National Development and Reform Commission and the Ministry of Industry and Information Technology [14][15]. - The industry is characterized by significant regulatory scrutiny, particularly concerning product quality, safety production, and environmental protection [14][15]. - The non-ferrous metal industry, particularly zinc smelting, is regulated by the Ministry of Natural Resources and the Ministry of Industry and Information Technology, focusing on resource management and industry standards [24][25].

Core Viewpoint - Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. (Xinzhu Co., 002480.SZ) announced a major asset sale and related transactions, aiming to divest underperforming assets and focus on clean energy business [1][9]. Group 1: Asset Sale and Acquisition - Xinzhu Co. plans to sell 100% equity of Sichuan Development Maglev Technology Co., Ltd. (Chuanfa Maglev) and related assets to Sichuan Shudao Rail Transit Group [1][4]. - The company will also sell 100% equity of Chengdu Xinzhu Transportation Technology Co., Ltd. (Xinzhu Jiao Ke) to Sichuan Road and Bridge Construction Group [1][4]. - Xinzhu Co. intends to acquire 60% equity of Sichuan Shudao Clean Energy Group from Shudao Group through a share issuance and cash payment [1][10]. Group 2: Financial Performance - Xinzhu Co.'s business segments include rail transit, photovoltaic power generation, bridge components, and others, contributing revenues of 1.318 billion, 647 million, 446 million, and 73 million respectively in 2024 [3]. - The company has faced continuous losses from 2021 to 2024, with total losses amounting to 1.55 billion [3]. Group 3: Business Focus Shift - The divestment of Chuanfa Maglev aims to eliminate long-term losses associated with the maglev business, which has not yet achieved commercialization [6][12]. - Xinzhu Co. will focus on clean energy generation, with the acquisition of Shudao Clean Energy expected to significantly enhance its clean energy capacity and resources [10][12]. Group 4: Financial Strategy - Xinzhu Co. plans to raise funds from up to 35 qualified investors to cover transaction costs, taxes, and to support the development of Shudao Clean Energy projects [13].

1. Report Industry Investment Rating - No information provided in the content 2. Core View of the Report - The report regularly sorts out the latest information on private exchangeable bond (private EB) projects obtained from public channels and conducts basic element tracking on private exchangeable bond projects. It should be noted that the issuance terms and processes of private bonds may change, and the final prospectus should prevail. For issuance progress, consult the relevant lead underwriters [1] 3. Summary by Relevant Catalogs New Project Information This Week - Guangdong Shengyi Technology Co., Ltd.'s 2025 private placement of exchangeable corporate bonds for professional investors has received feedback from the exchange. The proposed issuance scale is 2 billion yuan, the underlying stocks are Shengyi Electronics/Lianrui New Materials (688183.SH/688300.SH), the lead underwriter is CITIC Securities, and the exchange update date is June 12, 2025 [2] List of Private EB Weekly Tracking (2025 - 06 - 13) - Multiple private exchangeable bond projects are listed, including details such as bond names, lead underwriters, scales, underlying stocks, project statuses, and update dates. Projects are in various statuses such as "Passed", "Feedback Received", and "Accepted" [3]

内累计涨跌幅未超过 20%，未构成异常波动情况。公司在本次重组中采取了严格规范的 保密措施及保密制度，本次重组相关人员严格履行了保密义务。 成都市新筑路桥机械股份有限公司 独立董事专门会议 2025 年第三次会议 审核意见 成都市新筑路桥机械股份有限公司（以下简称"公司"）拟向四川蜀道轨道交通 集团有限责任公司出售四川发展磁浮科技有限公司 100%股权、对四川发展磁浮科技有 限公司享有的债权以及其它与轨道交通业务有关的部分资产，拟向四川路桥建设集团 股份有限公司出售成都市新筑交通科技有限公司 100%股权以及其它与桥梁功能部件业 务有关的资产和负债；同时，公司拟向蜀道投资集团有限责任公司发行股份及支付现 金购买四川蜀道清洁能源集团有限公司 60%股权并募集配套资金（以下简称"本次交 易"）。 根据《上市公司独立董事管理办法》《深圳证券交易所股票上市规则》《上市公 司重大资产重组管理办法》《上市公司监管指引第 9 号——上市公司筹划和实施重大 资产重组的监管要求》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市 公司规范运作》等法律法规以及《成都市新筑路桥机械股份有限公司章程》（以下简 称"《公司章程 ...