签署日期：二〇二五年五月 信息披露义务人声明 一、本报告书系依据《中华人民共和国公司法》《中华人民共和国证券法》《上市 公司收购管理办法》《公开发行证券的公司信息披露内容与格式准则第 15 号——权益 变动报告书》及相关法律、法规和规范性文件的要求编制。 二、截至本报告书签署日，信息披露义务人签署本报告书已获得必要的授权和批准， 其程序履行亦不违反公司章程或内部规则中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》的规定，本报告书 已全面披露了信息披露义务人在安徽富煌钢构股份有限公司中拥有权益的股份变动情 况。截至本报告书签署日，除本报告书披露的信息外，信息披露义务人没有通过任何其 他方式增加或减少其在安徽富煌钢构股份有限公司拥有权益的股份。 四、本次权益变动是根据本报告书所载明的资料进行的。除信息披露义务人外，没 有委托或者授权任何其他人提供未在本报告书中列载的信息和对本报告书做出任何解 释或者说明。 五、信息披露义务人承诺本报告书不存在虚假记载、误导性陈述或重大遗漏，并对 其真实性、准确性、完整性承担个别和连带的法律责任。 安徽富煌钢构股份有限公司 简式权益变动报告书 ...

Core Viewpoint - Anhui Fuhuang Steel Structure Co., Ltd. plans to acquire 100% equity of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction price of 1.14 billion yuan [3][18]. Group 1: Transaction Overview - The transaction involves purchasing 100% equity of Zhongke Vision from 17 counterparties, including Fuhuang Construction, Meng Jun, and Lü Panlang [3][5]. - The total transaction price is set at 1.14 billion yuan, with the cash component being 342 million yuan and the remaining 798 million yuan paid in shares [7][31]. - The company plans to raise up to 400 million yuan through issuing shares to no more than 35 specific investors, which will not exceed 30% of the total share capital before the transaction [3][15]. Group 2: Regulatory Compliance - The Supervisory Board has confirmed that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [2][22]. - The transaction is classified as a related party transaction, with the related supervisor Zhang Yanhong abstaining from voting [4][18]. - The proposal will be submitted for approval at the company's shareholders' meeting [5][20]. Group 3: Valuation and Pricing - The valuation date for the target asset is December 31, 2024, and the transaction price is based on the assessment results from a qualified asset appraisal agency [3][30]. - The share issuance price is set at 4.30 yuan per share, which is not lower than 80% of the average trading price over the previous 120 trading days [5][30]. - The assessment of Zhongke Vision's equity was conducted using both market and income approaches, with the income approach being selected for the final valuation [29][30]. Group 4: Fund Utilization - The raised funds will be used for cash payments related to the transaction, intermediary fees, and associated taxes [16][30]. - The company may opt to use self-raised funds for cash payments before the raised funds are available, with plans to replace them once the funds are secured [3][16]. Group 5: Shareholder Rights and Lock-up Period - Shares obtained through this transaction will be subject to a lock-up period, with specific terms varying by counterparty [10][11]. - The lock-up period for shares acquired by Fuhuang Construction and Meng Jun will last for 36 months, while other counterparties may have a 12 to 36-month lock-up depending on their investment duration [10][11]. Group 6: Financial Performance and Reporting - The transaction is not classified as a major asset restructuring, as the transaction amount does not exceed 50% of the company's relevant financial metrics [18][19]. - The company has conducted a self-examination of stock price fluctuations prior to the announcement, noting a cumulative increase of 31.06% over the last 20 trading days [26][30].

关于不存在《上市公司证券发行注册管理办法》第十一条 规定的不得向特定对象发行股票的说明 安徽富煌钢构股份有限公司董事会 （以下无正文） （本页无正文，为《安徽富煌钢构股份有限公司董事会关于不存在 <上市公司证> 券发行注册管理办法>第十一条规定的不得向特定对象发行股票的说明》之盖章 页） 安徽富煌钢构股份有限公司董事会 合法权益的重大违法行为； 为。 安徽富煌钢构股份有限公司（以下简称"上市公司"或"公司"）拟通过发 行股份及支付现金的方式向富煌建设、孟君、吕盼稂、富煌众发等 17 名交易对 方购买其合计持有的合肥中科君达视界技术股份有限公司 100.00%股份，并向不 超过 35 名特定投资者募集配套资金（以下合称"本次交易"）。 特此说明。 董事会对于本次交易是否符合《上市公司证券发行注册管理办法》第十一条 规定作出审慎判断，认为：本次募集配套资金符合《上市公司证券发行注册管理 办法》第十一条的规定，公司不存在《上市公司证券发行注册管理办法》第十一 条规定的下列情形： 关信息披露规则的规定；最近一年财务会计报告被出具否定意见或者无法表示意 见的审计报告；最近一年财务会计报告被出具保留意见的审计报告，且保留 ...

Group 1 - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payments to 17 counterparties [1][2] - The company will also raise matching funds from no more than 35 specific investors as part of this transaction [1] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, including stock suspension and information disclosure [1][3] Group 2 - Strict confidentiality measures have been implemented to limit the knowledge of sensitive information related to the transaction [2] - The independent directors held a special meeting to review the transaction documents and provided their approval before the board meeting [2][3] - The board has declared that the legal documents submitted for the transaction are truthful, accurate, and complete, and they bear legal responsibility for these documents [3][4]

Core Viewpoint - The independent directors of Anhui Fuhuang Steel Structure Co., Ltd. have reviewed and approved the proposal for the acquisition of 100% equity of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of share issuance and cash payment, which is deemed compliant with relevant laws and beneficial for the company's business structure and profitability [1][4]. Group 1 - The independent directors meeting was held on May 26, 2025, with all three independent directors present, ensuring a fair and responsible review process [1]. - The transaction involves 17 counterparties, including Meng Jun and Lu Panlang, who will hold over 5% of the company's shares post-transaction, thus constituting a related party transaction [2]. - The transaction does not qualify as a major asset restructuring and will not change the company's controlling shareholder or actual controller [2]. Group 2 - The asset valuation and pricing are based on assessments from qualified institutions, ensuring fairness and compliance with legal standards [2][3]. - The company has fulfilled all necessary legal and regulatory disclosure obligations regarding the transaction [4]. - The transaction requires further approval from the board of directors, the shareholders' meeting, and regulatory bodies before implementation [5].

Core Viewpoint - New筑股份 is planning a significant asset restructuring to address competition issues with its controlling shareholder, 四川蜀道清洁能源集团有限公司, by acquiring a 60% stake in it and divesting certain subsidiaries [1][4][7]. Group 1: Asset Restructuring Details - New筑股份 intends to acquire 60% of 四川蜀道清洁 and sell 100% of 四川发展磁浮科技有限公司 and 新筑交通科技有限公司 [1][4]. - The restructuring aims to eliminate competition between New筑股份 and its controlling shareholder, while also focusing on strengthening its core businesses in轨道交通 and光伏发电 [4][10]. - 四川路桥, a listed company with a market value of 806.5 billion, is involved in the asset transfer process [1][4]. Group 2: Financial Overview - As of the end of 2024, 四川蜀道清洁 has total assets of 308 billion and reported revenue of 1.17 billion with a net profit of 62.34 million [4][8]. - New筑股份 reported total revenue of 2.483 billion last year, with a net loss of 409 million, where轨道交通业务 accounted for over 50% of total revenue [8][10]. - The revenue from the bridge component business, primarily handled by 新筑交科, was 429.9 million, representing 17.94% of New筑股份' total revenue [10]. Group 3: Business Segments - New筑股份 operates in three main business segments:轨道交通,光伏发电, and桥梁功能部件, with the latter being the focus of the divestiture [4][10]. - The company has four main subsidiaries, with two of them being targeted for divestiture in the restructuring plan [8][10]. - The restructuring reflects an internal business reorganization within蜀道集团, which recently became the controlling shareholder of New筑股份 [10][11].

Core Viewpoint - The legal opinion letter outlines the implementation status of a major asset swap and share issuance for Guangdong Songfa Ceramics Co., Ltd, confirming compliance with relevant laws and regulations [2][12][18]. Group 1: Transaction Overview - The transaction involves a major asset swap, share issuance for asset purchase, and fundraising, with Songfa Ceramics exchanging its assets and liabilities for a 50% stake in Hengli Heavy Industry held by Zhongkun Investment [3][4]. - The fundraising aims to raise up to 100% of the transaction price through the issuance of A-shares to no more than 35 specific investors, with the total shares issued not exceeding 30% of the post-transaction total share capital [3][4]. Group 2: Performance and Compensation Arrangements - A performance compensation agreement has been established, with a commitment for Hengli Heavy Industry to achieve a cumulative net profit of no less than 4.8 billion yuan during the performance commitment period from 2025 to 2027 [4][5]. - If the actual net profit falls short of the committed amount, compensation will be made in shares first, with any shortfall covered in cash [5][16]. Group 3: Approval and Authorization - The transaction has received necessary approvals from the board of directors and independent directors of Songfa Ceramics, as well as from the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][10][11]. Group 4: Implementation Status - As of the date of the legal opinion, the transfer of the target assets has been completed, with the 100% equity of Hengli Heavy Industry transferred to Songfa Ceramics [12][18]. - The company has completed the registration of new shares following the asset purchase, resulting in a total of 861,697,311 shares post-transaction [14][18]. Group 5: Compliance and Future Steps - The transaction has adhered to all relevant legal and regulatory requirements, with no significant discrepancies between the actual implementation and prior disclosures [18][19]. - Future steps include completing the transfer of certain assets and liabilities, as well as obtaining necessary approvals for the registration of new capital and changes to the company’s articles of association [17][18].

Core Viewpoint - The significant asset restructuring of Bangyan Technology has been terminated, leading to a sharp decline in stock price, prompting the controlling shareholder to propose a share buyback to restore market confidence [1][2]. Group 1: Share Buyback Proposal - The controlling shareholder, Zhu Guosheng, proposed a share buyback through centralized bidding, with a total fund of 30 million to 50 million yuan allocated for the buyback, intended for employee stock ownership plans and/or equity incentive plans [1]. - This is not the first time Zhu has proposed a buyback; in February 2024, he suggested a buyback of 28 million to 48 million yuan, which was completed on October 11, 2024, with a total of 2.2817 million shares repurchased, accounting for 1.5% of the total share capital [1][2]. Group 2: Termination of Major Asset Restructuring - On May 25, 2024, Bangyan Technology announced the termination of its plan to acquire 100% of Shenzhen Xingwang Xintong Technology Co., Ltd. due to a lack of consensus among transaction parties, committing to not plan any major asset restructuring for at least one month [2]. - The termination of the restructuring led to a significant market reaction, with the stock price dropping by 14.68% to 18.19 yuan per share, resulting in a market capitalization of 2.8 billion yuan [2]. Group 3: Business Strategy and Future Focus - Historically, Bangyan Technology's revenue has primarily come from the military sector; however, the company is now focusing on developing civilian products and expanding its market presence, launching products like Bangyan Cloud PC and AI Agent [3]. - In its 2024 annual report, the company stated its intention to enhance its civilian business scale to surpass that of military products by focusing on key industries such as finance, education, healthcare, energy, and public services through technological innovation and product upgrades [3].

Core Viewpoint - The company aims to enhance its governance and operational efficiency while focusing on high-quality development and strategic asset restructuring, particularly through the merger with China Shipbuilding Industry Corporation [10][16][26]. Group 1: Company Performance - In 2024, the company achieved a revenue of 78.584 billion yuan, representing a year-on-year increase of 5.01% [5][6]. - The net profit attributable to the parent company was 3.614 billion yuan, reflecting a year-on-year growth of 22.21% [5][6]. - The company secured 154 orders for civilian ships, totaling 1272.46 thousand deadweight tons and 103.9 billion yuan in contract value [5][6]. Group 2: Governance and Compliance - The board of directors held six meetings and two shareholder meetings in 2024, ensuring compliance with governance procedures [7][8]. - The company received an A-level evaluation for its board governance from China Shipbuilding Group [6][7]. - The independent directors conducted three specialized meetings to review significant transactions and ensure compliance with regulations [7][8]. Group 3: Strategic Initiatives - The company is focused on completing the major asset restructuring through the merger with China Shipbuilding Heavy Industry Group, which is expected to enhance competitiveness and operational efficiency [10][16][26]. - The company is committed to improving the management of fundraising projects and optimizing the use of raised funds for LNG shipbuilding capabilities [11][30]. - The company plans to enhance its deep-sea technology capabilities and promote innovation in the deep-sea equipment sector [16][17]. Group 4: Social Responsibility and Sustainability - The company emphasizes green and low-carbon development, aligning with national policies for sustainable growth [14][15]. - It aims to strengthen its core advantages and develop competitive products while increasing R&D investment to overcome technological bottlenecks [14][15]. - The company is dedicated to enhancing stakeholder engagement and ensuring the protection of shareholder rights [14][15].

由于交易相关方未能达成一致，为维护公司及全体股东利益，公司决定终止此次交易。 "目前公司各项业务正常，终止交易对生产经营和战略发展无重大不利影响。" 邦彦技术还承诺，公司承诺至少1个月内不再筹划重大资产重组。 5月25日晚，邦彦技术发布公告称，公司召开董事会，审议通过终止发行股份及支付现金购买资产并募集配套资金事项暨关联交易的议案。 受此影响，邦彦技术今日低开低走，截至午间收盘股价跌14.63%报18.20元/股，总市值27.70亿元。 终止收购星网信通 根据公告，由于交易相关方未能就最终合作方案达成一致意见，经审慎研究，公司决定终止以发行股份及支付现金方式购买深圳星网信通科技股份有限公司 （简称"星网信通"）100%股份并募集配套资金事项，并承诺至少1个月内不再筹划重大资产重组。 就在前不久的分析师会议上，有机构问道关于收购星网信通进展，邦彦技术回复称，目前并购正在有序推进，中介相关流程及标的公司机构股东审核等程序 仍需要一定时间，公司将加速推进并购的落地。 回顾这段交易的历程，2024年11月25日，邦彦技术披露筹划重大资产重组事项，公司股票于2024年11月25日-2024年12月2日期间停牌。 邦彦技 ...