Core Viewpoint - The transaction involves Wuhan San Zhen Industrial Holding Co., Ltd. acquiring 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, complying with regulatory requirements for major asset restructuring [1][2]. Group 1 - The target asset for this transaction is the 100% equity of Wuhan Municipal Engineering Design and Research Institute, which does not involve any project approvals, environmental assessments, industry access, land use, planning, or construction matters [1]. - The transaction is expected to enhance the integrity of the company's assets and maintain independence in personnel, procurement, production, sales, and intellectual property [2]. - The transaction will strengthen the company's ongoing operational capacity without causing significant adverse changes to its financial condition, while also enhancing its main business focus and risk resistance [2].

湖北瑞通天元律师事务所 关于武汉三镇实业控股股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易的法律意见书 鄂瑞天非诉字〔2025〕第 1070 号 天元 TIANYUAN 地址：湖北省武汉市江汉区青年路 278 号武汉中海中心 19-20 层 电话：027-59625780 传真：027-59625789 法律意见书 法律意见书 第一部分 前 言 致：武汉三镇实业控股股份有限公司 湖北瑞通天元律师事务所接受武汉三镇实业控股股份有限公司的委托，就武 汉三镇实业控股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 关联交易出具法律意见书。 为出具本法律意见书，本所根据《中华人民共和国公司法（2023 年修订）》 《中华人民共和国证券法（2019 年修订）》《上市公司重大资产重组管理办法 （2025 年修订）》《上市公司证券发行注册管理办法（2025 年修订）》《上海 证券交易所股票上市规则（2025 年 4 月修订）》《律师事务所从事证券法律业 务管理办法》（以下简称《证券法律业务管理办法》）、《律师事务所证券法律 业务执业规则（试行）》（以下简称《证券法律业务执业规则》）等法律、行政 法 ...

Core Viewpoint - HuaLan Group reported a revenue increase of 6.21% year-on-year for the first half of 2025, with total revenue reaching 206 million yuan, while the net profit attributable to shareholders was a loss of 17.93 million yuan, showing a year-on-year improvement of 13.18% [1] Financial Performance - Total revenue for Q2 was 111 million yuan, up 17.35% year-on-year, while the net profit attributable to shareholders for Q2 was a loss of 8.82 million yuan, down 37.97% year-on-year [1] - Gross margin increased by 3.18% to 35.62%, and net margin improved by 22.66% to -8.19% [1] - Total expenses (selling, administrative, and financial) amounted to 46.87 million yuan, accounting for 22.73% of revenue, a decrease of 8.31% year-on-year [1] Cash Flow and Financial Position - Cash and cash equivalents decreased by 17.19% due to lower sales collections and payments of previous tax and bonus obligations [2] - Operating cash flow per share was -0.42 yuan, down 51.79% year-on-year, indicating cash flow challenges despite increased revenue from solar power generation [5] - The net increase in cash and cash equivalents was down 29.08%, attributed to decreased sales collections and increased payments [5] Asset and Liability Changes - Fixed assets increased by 45.96% due to the completion of distributed solar projects, while construction in progress decreased by 97.28% as projects were transferred to fixed assets [2] - Short-term borrowings decreased by 41.65% as the company repaid bank loans without new borrowings [2] - Long-term borrowings increased by 7.93% due to financing for solar power station construction [2] Cost and Expense Analysis - Financial expenses surged by 296.78% due to increased interest expenses from long-term loans for solar projects [4] - Sales expenses decreased by 28.3% as there were no equity incentive expenses this year, and budget control was strengthened [3] - Management expenses also fell by 12.04% for similar reasons [3] Research and Development - R&D investment increased by 10.24% as the company intensified its focus on AI research and related expenses [5] Business Model and Investment Returns - The company's historical median ROIC is 16.4%, but the worst year recorded a ROIC of -0.57%, indicating variability in investment returns [6] - The business model relies heavily on capital expenditures, necessitating careful evaluation of the profitability of these investments [6]

Core Viewpoint - Zhongcheng Zhixin Engineering Consulting Group Co., Ltd. has been approved for IPO by the Beijing Stock Exchange, marking it as the 38th company to pass the review this year, with a focus on providing comprehensive engineering consulting services [1]. Company Overview - Zhongcheng Consulting aims to offer professional technical services including engineering cost, bidding agency, project supervision and management, BIM services, and engineering design [1]. - The company is controlled by Xu Xuele and Lu Jun, with Xu holding a direct stake of 57.40% and an indirect stake of 29.58%, giving them a total voting power of 86.98% [1]. IPO Details - The company plans to publicly issue up to 14 million shares, with an option for an additional 2.1 million shares through an over-allotment option, bringing the total potential issuance to 16.1 million shares [2]. - The funds raised, totaling approximately 199.9 million yuan, will be allocated to projects for building an engineering consulting service network and for research and information technology development [2]. Review Opinions - The review committee has requested the issuer to clarify the authenticity of sales returns from real estate clients and the adequacy of bad debt provisions for accounts receivable [3]. - The committee also inquired about the compliance and innovation of the information system procurement process and the necessity of the information technology construction project [4]. Market Position and Performance - The issuer is required to explain the market potential for its comprehensive consulting and EPC (Engineering, Procurement, and Construction) services, as well as the reasons for performance volatility compared to peers [4].

Core Viewpoint - Zhongcheng Zhixin Engineering Consulting Group Co., Ltd. has received approval for its initial public offering (IPO) on the Beijing Stock Exchange, aiming to raise funds for various projects including engineering consulting service network construction and business expansion [1] Financial Performance - The company reported revenues of 303 million yuan, 368 million yuan, and 396 million yuan for the years 2022, 2023, and 2024 respectively, indicating a revenue growth of 7.39% in 2024 [1] - Net profits for the same years were 64.36 million yuan, 81.06 million yuan, and 105 million yuan, showing a significant increase of 30.02% in 2024 [1] - Key financial metrics for 2024 include: - Revenue: 39.56 million yuan - Net profit attributable to shareholders: 10.54 million yuan - Basic earnings per share: 2.08 yuan - Weighted average return on equity: 33.87% [1]

Group 1 - Four companies are set to present their IPO applications at the upcoming listing committee meetings [1] - Among the companies, Fengbei Biological is expected to raise the most funds, with a target of 750 million yuan for projects including the construction of a 300,000-ton oil acid methyl ester plant and various agricultural microbial products [2][4] - The other companies include Jieke Co., which aims to raise 676 million yuan, Nant Technology with a target of 286 million yuan, and Zhongcheng Consulting planning to raise 200 million yuan [2][6] Group 2 - Fengbei Biological focuses on the comprehensive utilization of waste oil resources and chemical products [4] - Jieke Co. specializes in the research, production, and sales of collaborative robot products, as well as automation system integration [5] - Zhongcheng Consulting provides professional technical services including engineering cost, bidding agency, and project management [6] - Nant Technology is engaged in the research, production, and sales of precision mechanical components [7]

Group 1: Investor Relations Activity Overview - The investor relations activity was conducted online on May 21, 2025, as part of the "2025 Jiangxi Listed Companies Online Collective Reception Day" [3] - Participants included investors attending the online event, with key company representatives being General Manager Liao Yiqiang and Financial Officer Hou Changxing [3] Group 2: Key Investor Questions and Responses - **Question 1**: The company has approximately CNY 239 million in unconfirmed revenue orders as of the end of 2024, with future performance to be detailed in regular reports [5] - **Question 2**: The company plans to leverage government and client resources to support the development of Jiujing Huawi Chip, which focuses on integrated circuit packaging and testing [6] - **Question 3**: The main business direction remains engineering design, with the addition of integrated circuit services following the acquisition of a 51% stake in Jiujing Huawi Chip [7] - **Question 4**: The company emphasizes the importance of market value management, aiming to enhance information disclosure quality and investor relations [9] Group 3: Financial and Operational Goals - The company aims to maintain a differentiated business strategy while exploring new profit growth points under low-risk conditions [7] - Jiujing Huawi Chip is expected to benefit from a reduced corporate income tax rate of 15% from 2023 to 2025 due to its status as a high-tech enterprise [6]

Group 1 - The company's profit distribution plan for the fiscal year 2024 was approved at the shareholders' meeting held on May 16, 2025, with the announcement published on May 17, 2025 [1] - The profit distribution plan involves a cash dividend of 3.5 RMB per 10 shares (before tax) to all shareholders, with specific tax treatments for different types of shareholders [1][2] - The total share capital of the company as of the dividend application date (May 20, 2025) is 196,042,743 shares, and adjustments will be made if there are changes in share capital before the distribution [1] Group 2 - The record date for the profit distribution is set for May 28, 2025, and the ex-dividend date is May 29, 2025 [2] - The distribution will be directly credited to the shareholders' accounts through their custodial securities companies on the ex-dividend date [2] - The conversion price of the company's convertible bonds will be adjusted from 18.39 RMB per share to 18.04 RMB per share, effective May 29, 2025 [2]

Core Insights - In 2024, the company achieved operating revenue of 6.821 billion yuan, a year-on-year increase of 2.54% [1] - The net profit attributable to shareholders was 335 million yuan, reflecting a year-on-year growth of 8.06% [1] - The net cash flow from operating activities reached 277 million yuan, showing a significant year-on-year increase of 217.03% [1] Business Performance - The company signed new contracts worth 8.616 billion yuan in 2024, representing a year-on-year growth of 7.49% [1] - The engineering general contracting business, a core growth driver, saw new contracts amounting to 6.679 billion yuan, up 18.85% year-on-year, accounting for 77.52% of total new contracts [1] - Traditional industries such as pulp and paper, food fermentation, and daily chemicals secured new contracts totaling 5.220 billion yuan, a year-on-year increase of 20.40% [2] Sector Expansion - The pulp and paper sector alone achieved new contracts of 3.199 billion yuan, marking an impressive year-on-year growth of 86.96% [2] - The company is actively expanding into the new energy and new materials sectors, with new contracts in this area reaching 1.410 billion yuan, a year-on-year increase of 23.79% [2] - The overseas market expansion is a significant highlight, with new contracts signed abroad totaling 1.908 billion yuan, reflecting a year-on-year growth of 46.15% [2] Dividend Distribution - The company plans to distribute a cash dividend of 3.09379 yuan per 10 shares (including tax) to all shareholders, with no bonus shares issued [2]

创业板风险提示 本次股票发行后拟在创业板市场上市，该市场具有较高的投资风 险。创业板公司具有创新投入大、新旧产业融合成功与否存在不确定 性、尚处于成长期、经营风险高、业绩不稳定、退市风险高等特点，投 资者面临较大的市场风险。投资者应充分了解创业板市场的投资风险及 本公司所披露的风险因素，审慎作出投资决定。 苏州规划设计研究院股份有限公司 Suzhou Planning & Design Research Institute Co.,Ltd. （江苏省苏州市十全街 747 号） 首次公开发行股票并在创业板上市 招股说明书（注册稿） 根据《证券法》的规定，股票依法发行后，发行人经营与收益的变化，由 发行人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自 行承担股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资 风险。 公司及全体董事、监事、高级管理人员承诺招股说明书及其他信息披露资 料不存在虚假记载、误导性陈述或重大遗漏，并承担相应的法律责任。 公司控股股东、实际控制人承诺本招股说明书不存在虚假记载、误导性陈 述或重大遗漏，并承担相应的法律责任。 保荐人（主承销商） （中国（上海）自由贸 ...