Core Viewpoint - The document outlines the underwriting proposal for the issuance of A-shares by NORINCO International Cooperation Ltd., detailing the company's business operations, financial data, and the specifics of the share issuance process [1][17]. Group 1: Company Overview - NORINCO International was established in May 1986 and is headquartered in Beijing, with a registered capital of 1,071,385,874 yuan [1]. - The company operates in various sectors including engineering construction, international trade, and resource supply chain management, focusing on international markets [3][4]. Group 2: Main Business Activities - The core business of the company is engineering construction and services, with capabilities in project financing, design, procurement, construction, and logistics [3]. - The company has established significant international projects, particularly in regions such as Asia, Africa, and the Middle East, aligning with the Belt and Road Initiative [4]. Group 3: Financial Data - As of March 31, 2025, the total assets of the company amounted to 2,499,380,000 yuan, with total liabilities of 1,430,471,710 yuan, resulting in total equity of 1,068,908,300 yuan [5]. - The company reported total operating revenue of 364,962,260 yuan for the first quarter of 2025, with a net profit of 17,997,590 yuan [7]. Group 4: Share Issuance Details - The company plans to issue A-shares to specific investors, with a total fundraising target of up to 96,000,000 yuan [22]. - The issuance will be conducted in compliance with relevant laws and regulations, with a maximum of 105,032,822 shares to be issued [20][21]. Group 5: Risk Factors - The company faces various risks including macroeconomic fluctuations, market competition, and operational risks related to contract execution and project management [10][11]. - Financial risks include potential difficulties in obtaining financing and managing cash flow, particularly in light of high capital expenditures associated with its projects [12][13].

Core Viewpoint - CITIC Securities Co., Ltd. acts as the sponsor for NORINCO International Cooperation Ltd.'s issuance of A-shares to specific investors in 2024, ensuring compliance with relevant laws and regulations [1][2][19]. Group 1: Issuer Information - NORINCO International was established on April 5, 1986, and is listed on the Shenzhen Stock Exchange under the stock code 000065.SZ with a registered capital of 1,071,385,874 RMB [5][9]. - The company specializes in international engineering construction and services, focusing on sectors such as rail transportation, power, and mineral facilities [6][7]. Group 2: Financial Data - As of March 31, 2025, the total assets of NORINCO International amounted to 2,499,380,000 RMB, with total liabilities of 1,430,471,710 RMB, resulting in total equity of 1,068,908,300 RMB [9]. - The company reported total revenue of 1,907,992,540 RMB for the year 2024, with total costs of 1,746,831,590 RMB, leading to an operating profit of 115,692,320 RMB [9][12]. Group 3: Shareholding Structure - As of March 31, 2025, the largest shareholder, China North Industries Group Corporation, holds 40.37% of the shares, while North Industries Technology Co., Ltd. holds 11.72%, making them the controlling shareholders [9][10]. - The total number of shares is 1,069,806,922, with 90.99% being freely tradable [8][9]. Group 4: Project Team - The project team for the A-share issuance includes representatives Zhao Fan and Huang Kai as the main sponsors, with Cheng Cuiwei as the project coordinator and other team members [3][4]. Group 5: Regulatory Compliance - CITIC Securities has conducted due diligence and confirmed that NORINCO International meets the legal requirements for the issuance of A-shares, ensuring that all necessary approvals have been obtained [19][21][22]. - The issuance plan has been approved by the company's board and shareholders, and it complies with the relevant regulations set forth by the China Securities Regulatory Commission [20][21].