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"）。 华泰联合证券有限责任公司（以下简称"本独立财务顾问"）系本次交易的 独立财务顾问。本独立财务顾问依照《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》《公开 发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 《上市公司并购重组财务顾问业务管理办法》及其他相关法规规范要求，就本次 交易相关事宜进行了尽职调查，对上市公司相关的申报和披露文件进行了审慎核 查。本独立财务顾问在充分尽职调查和内部审核的基础上作出以下承诺： （一）本独立财务顾问已按照规定履行尽职调查义务，有充分理由确信所发 表的专业意见与上市公司和交易对方披露的文件内容不存在实质性差异； 华泰联合证券有限责任公司 作为安徽富煌钢构股份有限公司独立财务顾问在充分尽职 调查和内核基础上出具的 ...

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 report provides a verification of the use of previously raised funds by Anhui Fuhuang Steel Structure Co., Ltd. as of December 31, 2024 [1][2] - The management is responsible for ensuring the accuracy and completeness of the information provided in the report [1][2] - The report confirms that the previously raised funds were used in accordance with the regulations set by the China Securities Regulatory Commission [2][3] Group 2 - The company raised a total of RMB 655 million through a non-public offering of 98.9426 million shares at a price of RMB 6.62 per share, with net proceeds amounting to RMB 640.4371 million after deducting fees [3][4] - As of December 31, 2024, the total amount of previously raised funds held in the bank account was RMB 640.4371 million [5][6] - There were no changes to the previously raised funds, and the actual investment amount did not differ significantly from the committed investment amount [6]

Fundraising Overview - The company raised a total of RMB 65,500.00 million through a non-public offering of 98,942,600 shares at RMB 6.62 per share, resulting in a net amount of RMB 64,043.71 million after deducting related expenses [1][2] - As of December 31, 2024, the total amount of funds raised was RMB 64,043.71 million, with a cumulative usage of RMB 64,139.79 million [2][3] Fund Usage and Investment - The company has not changed the use of the previously raised funds, and there are no instances of external transfer or replacement of investment projects [1][3] - The actual investment amount of the projects funded by the previous fundraising is consistent with the committed investment amount, with differences attributed to bank deposit interest after deducting fees [1][3] Project Performance - The cumulative gross profit from the investment projects reached RMB 16,005.87 million, with a cumulative gross profit margin of 14.52%, meeting the expected benefits [3] - The expected benefits of the projects are based on a cumulative gross profit margin of 14.30%, indicating that the projects are still under construction and final benefits are yet to be determined [3]

Core Viewpoint - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of share issuance and cash payment, which will lead to a dilution of immediate returns but is expected to enhance overall profitability and asset quality in the long term [1][2]. Financial Impact of the Transaction - Total assets are projected to increase by 5.17%, from 1,020,130.37 million to 1,072,851.52 million yuan - Equity attributable to shareholders is expected to rise by 12.17%, from 321,711.63 million to 360,857.89 million yuan - Operating revenue is anticipated to grow by 5.63%, from 393,716.29 million to 415,878.73 million yuan - Net profit attributable to shareholders is forecasted to increase by 30.07%, from 5,148.13 million to 6,682.37 million yuan - Basic and diluted earnings per share are expected to decrease from 0.12 yuan to 0.11 yuan, reflecting an 8.33% decline due to one-time share payment expenses [1][2]. Measures to Address Dilution of Immediate Returns - The company will enhance management and internal controls of the acquired entity to mitigate operational risks - A profit distribution policy will be established, incorporating feedback from investors, especially minority shareholders, to ensure transparency and protect their rights [2][3]. Commitments from Major Stakeholders - The controlling shareholder and actual controller have committed to maintaining the company's independence and not interfering in its management - Company directors and senior management have pledged to diligently fulfill their responsibilities and protect the interests of all shareholders [3][4].

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]

综上，剔除大盘因素影响后，公司股票价格在停牌前 20 个交易日期间内的 累计涨幅为 32.27%，超过 20%；剔除同行业板块因素影响后，公司股价在本次 停牌前 20 个交易日期间内累计涨幅为 21.71%，超过 20%。 为避免参与人员泄露本次交易有关信息，自与交易对方初步磋商本次交易相 关事宜的过程中，公司采取了严格有效的保密措施，在策划阶段尽可能控制知情 人员的范围减少内幕信息的传播，及时编制并签署交易进程备忘录。公司自申请 停牌后，及时对本次交易涉及的内幕信息知情人进行了登记，并将内幕信息知情 人名单上报深圳证券交易所，并将在重组报告书披露后将内幕信息知情人名单提 交证券登记结算机构查询相关单位及自然人二级市场交易情况，并在取得相关查 询结果后及时进行披露。 特此说明。 （以下无正文） 安徽富煌钢构股份有限公司董事会 关于本次交易信息公布前 20 个交易日公司股票价格波动情 况的说明 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 ...

Group 1 - The company intends to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payment to 17 counterparties [1] - The company has appointed Jinzheng (Shanghai) Asset Appraisal Co., Ltd. as the evaluation agency for this transaction [1] - The independent directors have reviewed the independence of the evaluation agency, the reasonableness of the evaluation assumptions, the relevance of the evaluation methods to the evaluation purpose, and the fairness of the evaluation pricing [1][2] Group 2 - The evaluation agency is independent and has no conflicts of interest with the transaction parties [2] - The evaluation assumptions are in accordance with national laws and regulations, and align with market practices, confirming their reasonableness [2] - The evaluation methods used, including the market approach and income approach, are appropriate and relevant to the purpose of determining the market value of the target company's equity [2][3] Group 3 - The evaluation results reflect the actual situation of the target assets objectively and fairly, confirming the fairness of the pricing [2][3] - The transaction price was negotiated based on the evaluation price of the target assets, ensuring a reasonable pricing method [2][3]

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].

Investment Rating - The industry rating is "Outperform the Market" (maintained rating) [4] Core Viewpoints - The high-speed camera market is experiencing rapid growth, with domestic substitution demand further increasing. The market size of China's high-speed machine vision industry was approximately 10 billion in 2022, with an expected average annual growth rate of about 22% from 2023 to 2028, potentially exceeding 33 billion by 2028 [1][30] - The report highlights that Zhongke Shijie is one of the few domestic companies capable of producing commercial high-speed cameras independently, with a market share that increased from 8.6% in 2019 to 22.2% in 2022. The company is expected to achieve rapid growth under the backdrop of domestic substitution and self-control [2][38] - Fuhuang Steel Structure plans to acquire Zhongke Shijie to transform into the high-speed vision field, opening a second growth curve for the company [2][39] Summary by Sections 1. Zhongke Shijie: Layout in High-Speed Vision New Track - Zhongke Shijie is a leading domestic manufacturer of high-speed cameras, having launched the first domestic 10,000-frame high-speed camera in 2017. The company has developed a range of products, including ultra-high-speed cameras and scientific-grade cameras, and has achieved significant technological advancements [10][16] 2. Demand Side: Broad Downstream Application Scenarios - The downstream applications of high-speed vision technology are extensive, covering industrial automation, intelligent transportation, aerospace, medical imaging, and security monitoring. The company has built a rich customer base, including major universities and large industrial enterprises [27][32] 3. Supply Side: Steady Increase in Domestic Market Share - Zhongke Shijie's market share has steadily increased, positioning it among the top brands in the high-speed vision field. The company has achieved a 58% share of the global high-speed camera bidding situation as of December 2024, reflecting a 14% increase compared to the same period in 2023 [38] 4. Fuhuang Steel Structure: Traditional Main Business and Active Layout for Industrial Upgrade - Fuhuang Steel Structure has a strong foundation in steel structure manufacturing and is actively pursuing industrial upgrades. The company has established three intelligent manufacturing bases and is expanding its production capacity through strategic partnerships [39][45] 5. Financial Performance - From 2020 to November 2024, Zhongke Shijie's revenue has shown a growth trajectory, with figures of 0.41 billion, 0.77 billion, 1.52 billion, 1.91 billion, and 1.79 billion respectively. However, the net profit has fluctuated, indicating challenges in maintaining profitability [21][22]