北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI`AN 北京市嘉源律师事务所 关于中材科技股份有限公司 2025 年第二次临时股东会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 致：中材科技股份有限公司 北京市嘉源律师事务所 关于中材科技股份有限公司 2025 年第二次临时股东会的 法律意见书 嘉源(2025)-04-859 北京市嘉源律师事务所（以下简称"本所"）接受中材科技股份有限公司（以 下简称"公司"）的委托，根据《中华人民共和国公司法》（以下简称"《公司法》"） 《上市公司股东会规则》（以下简称"《股东会规则》"）等现行有效的法律、行政 法规、部门规章、规范性文件（以下简称"法律法规"）以及《中材科技股份有 限公司章程》（以下简称"《公司章程》"）的有关规定，指派本所律师对公司 2025 年第二次临时股东会（以下简称"本次股东会"）进行见证，并依法出具本法律 意见书。 为出具本法律意见书，本所指派律师现场见证了本次股东会，查阅了公司提 供的与本次股东会有关的文件和资料，并进行了必要的审查和 ...

Core Viewpoint - The Chinese fiberglass industry is experiencing significant investment and development, with major companies expanding their operations and focusing on high-performance products to meet market demands [3][5][10]. Group 1: Industry Overview - Major listed companies in the fiberglass industry include China Jushi (600176), Zhongcai Technology (002080), Changhai Co., Ltd. (300196), International Composites (301526), Shandong Fiberglass (605006), Honghe Technology (603256), and Jiuding New Materials (000834) [1]. - The production of fiberglass in China is primarily concentrated in regions such as Jiangsu, Zhejiang, and Shandong, with Jiangsu housing many production enterprises [1]. Group 2: Investment Trends - Since 2022, Chinese fiberglass companies have been expanding through the establishment of subsidiaries, investment funds, and capital increases [3]. - International Composites plans to invest approximately 230.446 million yuan in upgrading electronic-grade fiberglass production lines to enhance market competitiveness [5]. - China Jushi intends to invest around 951.0866 million yuan in a cold repair technical transformation project for a production line with an annual capacity of 200,000 tons [5]. - Changhai Co., Ltd. is collaborating with investment institutions to establish an industrial fund to enhance its business layout [5]. - Zhongcai Technology is set to invest 175.089 million yuan in a low-loss dielectric fiber cloth project to meet AI hardware market demands [5]. - Honghe Technology plans to increase capital by 30 million yuan to support its subsidiary's business development [5]. - Jiuding New Materials aims to invest in high-tech sectors through a partnership with a private equity fund [5]. Group 3: Policy Support - The fiberglass industry has received strong policy support, with initiatives encouraging the development of high-performance fibers and composite materials during the "12th Five-Year Plan" and subsequent plans [6][10]. - The latest "Industrial Structure Adjustment Guidance Catalog (2024)" encourages the development of high-capacity, alkali-free fiberglass production technologies while restricting outdated production capacities [10][11].

Market Overview - The glass and fiberglass sector experienced a decline of 0.84% on November 24, with China National Materials Technology leading the drop [1] - The Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1] Stock Performance - Notable gainers in the glass and fiberglass sector included: - Honghe Technology (603256) with a closing price of 29.02, up 3.09% on a trading volume of 128,500 shares and a turnover of 369 million yuan [1] - International Composites (301526) closed at 5.54, up 2.21% with a trading volume of 287,400 shares and a turnover of 158 million yuan [1] - Major decliners included: - China National Materials Technology (002080) which closed at 29.67, down 4.44% with a trading volume of 480,800 shares and a turnover of 1.456 billion yuan [2] - Jinjing Technology (600586) closed at 5.56, down 3.64% with a trading volume of 417,800 shares and a turnover of 235 million yuan [2] Capital Flow - The glass and fiberglass sector saw a net outflow of 133 million yuan from institutional investors, while retail investors contributed a net inflow of 207 million yuan [2] - The detailed capital flow for selected stocks showed: - South Glass A (000012) had a net inflow of 13.57 million yuan from institutional investors [3] - China National Materials Technology (600176) experienced a net outflow of 23.08 million yuan from speculative funds [3]

Core Viewpoint - The company is focusing on the development of three main industries: fiberglass and products, wind turbine blades, and lithium battery separators, while also engaging in the research, manufacturing, and sales of high-pressure composite gas cylinders, membrane materials, and other composite products [1] Group 1: Industry Focus - The company is significantly developing fiberglass and products, wind turbine blades, and lithium battery separators as its primary industries [1] - The company is also involved in the research and manufacturing of high-pressure composite gas cylinders and membrane materials [1] Group 2: Cost Control and Efficiency - In terms of lithium battery separator cost control, the company is deeply focused on internal optimization, achieving significant cost reduction across the entire production chain [1] - The company has enhanced its cost competitiveness through initiatives aimed at improving Overall Equipment Effectiveness (OEE), optimizing energy costs, enhancing human resource efficiency, increasing material utilization, and promoting domestic substitution [1] Group 3: Technological Development - The company has completed the formulation development and machine verification for semi-solid battery separators, which has now entered the battery cycle testing phase [1]

Group 1 - The core point of the news is that Zhongcai Technology's stock price dropped by 5.14% to 31.55 CNY per share, with a trading volume of 513 million CNY and a turnover rate of 0.96%, resulting in a total market capitalization of 52.945 billion CNY [1] - Zhongcai Technology, established on December 28, 2001, and listed on November 20, 2006, focuses on three main industries: wind turbine blades (39.01% of revenue), fiberglass and products (28.05%), and lithium battery separators (6.96%) [1] - The company also engages in the research, manufacturing, and sales of high-pressure composite gas cylinders, membrane materials, and other composite material products [1] Group 2 - Tianhong Fund has one fund heavily invested in Zhongcai Technology, specifically the Tianhong CSI Central Enterprise Dividend 50 Index Initiation A (021561), which held 41,000 shares, accounting for 3.27% of the fund's net value, ranking as the fifth-largest holding [2] - The fund has a current scale of 14.3419 million CNY, with a year-to-date return of 11.21%, ranking 3429 out of 4208 in its category [2] - The fund manager, He Yuxuan, has been in position for 4 years and 145 days, with the best fund return during this period being 101.32% and the worst being -59.83% [3]

Market Overview - The glass fiber sector increased by 1.21% on November 20, with Jiuding New Materials leading the gains [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] Stock Performance - Jiuding New Materials (002201) closed at 8.37, up 6.49% with a trading volume of 537,200 shares [1] - China Jushi (600176) closed at 15.48, up 0.19% with a trading volume of 297,700 shares [1] - Zhongcai Technology (002080) closed at 33.26, up 4.23% with a trading volume of 557,600 shares [1] Capital Flow - The glass fiber sector experienced a net outflow of 138 million yuan from institutional investors, while retail investors saw a net inflow of 89.27 million yuan [2] - Speculative funds had a net inflow of 48.46 million yuan [2] Individual Stock Capital Flow - Honghe Technology (603256) had a net inflow of 20.35 million yuan from institutional investors, but a net outflow of 27.03 million yuan from retail investors [3] - China Jushi (600176) saw a net inflow of 11.61 million yuan from institutional investors, with a net outflow of 35.26 million yuan from retail investors [3] - Jiuding New Materials (002201) had a net inflow of 1.99 million yuan from institutional investors, but a net outflow of 33.33 million yuan from retail investors [3]

建筑材料行业资金流向排名 | 代码 | 简称 | 今日涨跌幅（%） | 今日换手率（%） | 主力资金流量（万元） | | --- | --- | --- | --- | --- | | 002080 | 中材科技 | 4.23 | 3.32 | -6482.03 | | 600326 | 西藏天路 | -1.22 | 2.60 | -3882.77 | | 002596 | 海南瑞泽 | 3.16 | 9.81 | -3727.27 | | 600176 | 中国巨石 | 0.19 | 0.74 | -3346.59 | | 300737 | 科顺股份 | 5.68 | 5.37 | -2663.01 | | 001212 | 中旗新材 | -0.25 | 1.69 | -1952.81 | | 600449 | 宁夏建材 | 0.38 | 1.28 | -1682.68 | | 002201 | 九鼎新材 | 6.49 | 8.92 | -1642.13 | | 600802 | 福建水泥 | -0.72 | 8.18 | -1568.48 | | 600586 | 金晶科技 | -2.13 | 3.01 ...

Core Insights - The integration of futures and spot markets is essential for the high-quality development of the new energy industry, transitioning from an optional strategy to a necessary one [3][12] - The futures market has become an indispensable risk management platform for new energy companies, helping them stabilize operations amid price volatility [2][8] Group 1: Industry Overview - Sichuan is a key clean energy base in China, with nearly 200 new energy companies and 11 local listed firms, generating approximately 207.9 billion yuan in revenue [2] - The province has established a strong industrial framework supported by solar, wind, and hydrogen energy, with significant contributions from leading companies like Tongwei Group and others [2] Group 2: Challenges and Solutions - The new energy sector faces challenges such as rapid technological changes, price fluctuations of raw materials, and complex global trade environments [3] - Futures integration provides innovative financial tools to stabilize production and optimize resource allocation, essential for the industry's healthy development [3][12] Group 3: Economic Insights - The macroeconomic landscape is characterized by K-shaped differentiation, with growth in technology and energy transition sectors, while traditional industries face adjustment pressures [4] - By 2026, the replacement of traditional fuels by new energy sources is expected to accelerate significantly, indicating a shift in market dynamics [4] Group 4: Financial Strategies - The practice of hedging through futures is increasingly recognized, with a 60% year-on-year increase in commodity hedging amounts among A-share listed companies [8] - Companies are encouraged to adopt comprehensive risk management strategies that align with their core business operations to effectively mitigate risks [8] Group 5: Future Directions - The integration of futures markets into the energy sector is seen as a critical opportunity for companies to enhance their competitive advantage [12] - There is a consensus among industry experts that deep integration and ecological co-construction will be the mainstream direction for future development [13]

Core Viewpoint - Zhongcai Technology's stock has experienced a significant increase of 149.55% year-to-date, despite a recent decline in share price and trading volume [1][2]. Group 1: Stock Performance - On November 19, Zhongcai Technology's stock price fell by 2.05%, reaching 32.08 CNY per share, with a trading volume of 1.06 billion CNY and a turnover rate of 0.20% [1]. - The company has seen a net inflow of 400,000 CNY from main funds, with large orders accounting for 13.13% of total buy orders and 14.09% of total sell orders [1]. - Year-to-date, the stock has been on the龙虎榜 (top trading list) four times, with the most recent instance on August 29, where it recorded a net buy of -206 million CNY [1]. Group 2: Company Overview - Zhongcai Technology, established on December 28, 2001, and listed on November 20, 2006, focuses on wind turbine blades, fiberglass products, and lithium battery separators [2]. - The company's revenue composition includes wind turbine blades (39.01%), fiberglass products (28.05%), and lithium battery separators (6.96%) among others [2]. - As of September 30, 2025, Zhongcai Technology reported a revenue of 21.701 billion CNY, a year-on-year increase of 29.09%, and a net profit of 1.48 billion CNY, reflecting a growth of 143.24% [2]. Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders decreased by 2.56% to 63,000, with an average of 26,621 circulating shares per person, an increase of 2.63% [2]. - The second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 89.8486 million shares, an increase of 7.3926 million shares from the previous period [3]. - New entrants among the top ten circulating shareholders include several ETFs and mutual funds, indicating a shift in institutional holdings [3].

Investment Rating - The report maintains a "Positive" investment rating for the building materials industry [12] Core Insights - The report highlights that the decline in real estate and infrastructure data is expanding, with a focus on policy expectations. The sales data for real estate remains weak, with a significant year-on-year drop in sales volume and area in October [6][7] - Cement shipments have seen a slight increase, while glass inventory has decreased marginally. The report continues to recommend investments in the African supply chain and existing supply chains, while also highlighting opportunities in AI specialty fabrics [2][9] Summary by Sections Real Estate and Infrastructure - From January to October, the sales revenue and area of commercial housing decreased by 9.6% and 6.8% year-on-year, respectively. In October alone, the declines were 24.3% and 18.8%, indicating a significant worsening compared to September [6] - New construction and completion data for real estate are both weak, with completion area down 16.9% year-on-year from January to October, and new construction area down 19.8% [7] Cement and Glass Market - In November, cement demand in southern regions showed a slight recovery, while the decline in northern regions slowed. The cement shipment rate in key areas is approximately 46%, a slight increase of 0.3 percentage points month-on-month, but down 6.2% year-on-year [8] - The glass market is experiencing weak price performance, with a total inventory of 59.62 million weight boxes, a decrease of 540,000 weight boxes week-on-week [40][41] Investment Recommendations - The report recommends companies such as Huaxin Cement and Keda Manufacturing in the African supply chain, highlighting their strong performance and market advantages [9] - For existing supply chains, it suggests focusing on stable leaders that may benefit from demand recovery and structural optimization, with specific mentions of companies like Sanke Tree and Tubaobao [9]