铭达律师事务所 法律意见书 北京市铭达律师事务所 关于吉林碳谷碳纤维股份有限公司 2023 年第一次临时股东大会的 法 律 意 见 书 铭达律师事务所 MINGDA LAW FIRM 北京市海淀区板井路正福寺 19 号 邮政编码：100097 电话：(8610)88869557 传真：(8610)88869737 网址:http://www.mingdalawyer.com 铭达律师事务所 法律意见书 北京市铭达律师事务所 关于吉林碳谷碳纤维股份有限公司 2023 年第一次临时股东大会的 法律意见书 铭达法意字（2023）第 003 号 致：吉林碳谷碳纤维股份有限公司 北京市铭达律师事务所（以下简称"本所"）接受吉林碳谷碳纤维股份有限公 司（以下简称"公司"）的委托，就公司召开 2023 年第一次临时股东大会（以下 简称"本次股东大会"）的有关事宜，出具本法律意见书。 本法律意见书根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）、《北京证券交易所股票 上市规则（试行）》（以下简称"《上市规则》"）、《北京证券交易所上市公司 业务办理指南第 7 号—— ...

吉林碳谷碳纤维股份有限公司 关于再次延期回复北京证券交易所审核问询函的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 别及连带法律责任。 延期回复期间，公司将继续协调相关方积极推进审核问询函的回复工作， 完成后将及时履行信息披露义务。公司对此次延期回复给投资者带来的不便致 以诚挚的歉意，敬请广大投资者谅解。有关公司的信息请以公司在中国证监会 指定的北交所信息披露网站（http://www.bse.cn）披露的公告为准，敬请广大投 资者理性投资，注意投资风险。 证券代码：836077 证券简称：吉林碳谷 公告编号：2023-003 特此公告。 吉林碳谷碳纤维股份有限公司 吉林碳谷碳纤维股份有限公司（以下简称"公司"、"发行人"）于 2022 年 11 月 25 日收到北京证券交易所（以下简称"北交所"）出具的《关于吉林碳谷 碳纤维股份有限公司向特定对象发行股票申请文件的审核问询函》，北交所对吉 林碳谷碳纤维股份有限公司提交的关于向特定对象发行股票申请文件进行了审 核，并要求在 20 个工作日内对问询意见逐项予以落实，通 ...

证券代码：836077 证券简称：吉林碳谷 公告编号：2023-001 吉林碳谷碳纤维股份有限公司 关于持股百分之五以上股东持股变动的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、基本情况 信息披露义务人 吉林九富城市发展投资控股（集团）有限公司 持股变动时间 2022 年 12 月 29 日 变动类型 □增加 减少 是否导致第一大 股东或实际控制 人发生变化 □是 否 二、持股变动情况 减持股数 减持比例 6,368,600 2.00% 变动前持股数量 变动前持股比例 64,452,858 20.23% 变动后持股数量 变动后持股比例 58,084,258 18.23% 变动方式 □竞价交易 □协议转让 大宗交易 □间接方式 □国有股行政划转或变更 □执行法院裁定 □取得上市公司发行的新股 □表决权委托 □继承 □赠与 □其他（请注明） 三、履行承诺、合规情况 本次变动是否与 已作出的承诺或 已披露的增持/ 减持计划存在差 异 □是 否 本次变动是否存 在违反《证券法》 《上市公司收购 管 ...

吉林碳谷碳纤维股份有限公司 关于新增承诺事项情形的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个 别及连带法律责任。 一、承诺事项基本情况 2022 年 12 月 29 日，吉林省投资集团有限公司、吉林省碳芯瑞云股权投 资合伙企业（有限合伙）通过大宗交易分别买入 293.48 万股及 343.38 万股公 司股票。 吉林省投资集团有限公司、吉林省碳芯瑞云股权投资合伙企业（有限合伙） 承诺，自上述股票买入日起至 2023 年 3 月 28 日止不减持上述股票，承诺按期 于中国证券登记结算有限责任公司北京分公司办理限售登记。 二、新增承诺事项的原因 吉林省投资集团有限公司、吉林省碳芯瑞云股权投资合伙企业（有限合伙） 作为新增股东，基于对碳纤维行业和公司业务的长期看好，就其本次通过大宗 交易获得股份的减持安排新增以上承诺。 三、其他说明 证券代码：836077 证券简称：吉林碳谷 公告编号：2023-002 无 四、备查文件 1、吉林省投资集团有限公司出具的《股份限售声明》 2、吉林省碳芯瑞云股权投资合伙企业（有限合伙）出 ...

证券代码：836077 证券简称：吉林碳谷 公告编号：2022-051 吉林碳谷碳纤维股份有限公司 关于接待机构投资者调研情况的公告 | --- | --- | |------------------------------------------------------------------------|-------| | | | | 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 | | | 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 | | | 带法律责任。 | | 吉林碳谷碳纤维股份有限公司（以下简称"公司"）于 2022 年 5 月 27 日接待 了 72 家机构的调研，现将主要情况公告如下： 一、 调研情况 调研时间：2022 年 5 月 27 日 调研形式：电话调研 调研机构：中信建投证券股份有限公司、国金证券股份有限公司、申万宏源 证券有限公司、中信证券股份有限公司、中国国际金融股份有限公司、中邮证券 有限责任公司、惠理投资管理（上海）有限公司、中国平安保险（集团）股份有 限公司、平安资产管理有限责任公司、国寿安保基金管理有限公司、光大永明 ...

证券代码：836077 证券简称：吉林碳谷 公告编号：2022-079 吉林碳谷碳纤维股份有限公司 关于接待机构投资者调研情况的公告 | --- | --- | |------------------------------------------------------------------------|-------| | | | | 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 | | | 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 | | | 带法律责任。 | | 吉林碳谷碳纤维股份有限公司（以下简称"公司"）于 2022 年 9 月 13 日接待 了 81 家机构的调研，现将主要情况公告如下： 一、 调研情况 调研时间：2022 年 9 月 13 日 调研形式：电话调研 调研机构：中泰证券、中信证券、中信建投、富国基金、广发基金、睿远基 金、汇添富、博时基金、嘉实基金、中欧基金、建信基金、长盛基金、华安基金、 诺安基金、安信基金、大成基金、银河基金、前海开源、永赢基金、华夏未来、 中银基金、融通基金、汇安基金、中海基金、华富基金、泰信基金、中融基 ...

Financial Performance - Net profit attributable to shareholders reached CNY 483,612,983.14, a growth of 170.10% year-on-year[15] - Operating income for the first nine months was CNY 1,519,247,129.84, up 110.01% from the same period last year[15] - Basic earnings per share increased by 150.96% to CNY 1.5178[15] - The company achieved a net profit of CNY 148,571,825.40 in Q3 2022, representing a 173.26% increase compared to Q3 2021[16] - Total profit for Q3 2022 was ¥173.32 million, compared to ¥63.87 million in Q3 2021, representing a growth of 156.5%[54] - The net profit for the first nine months of 2022 was CNY 148,570,475.32, compared to CNY 53,988,601.54 in the same period of 2021, representing an increase of approximately 174.5%[58] - The total profit for the first nine months of 2022 was CNY 173,318,057.08, up from CNY 63,516,001.81 in 2021, indicating a growth of about 172.5%[58] Revenue and Sales - The sales of carbon fiber raw silk expanded significantly, contributing to revenue growth[18] - Operating revenue for the first nine months of 2022 reached ¥1,519,247,129.84, compared to ¥723,425,481.09 in the same period of 2021, reflecting a growth of approximately 109.0%[52] - The company reported a total revenue from sales of goods and services of CNY 1,666,433,585.98 for the first nine months of 2022, compared to CNY 716,856,668.86 in 2021, indicating a growth of approximately 132.5%[61] Assets and Liabilities - Total assets increased by 36.39% to CNY 3,161,195,007.16 compared to the end of the previous year[15] - The company reported a net asset increase of 56.67% to CNY 1,338,477,939.37 compared to the previous year[15] - Total liabilities amounted to ¥1,822,717,067.79, compared to ¥1,463,482,896.15, indicating a growth of approximately 24.5%[46] - Current liabilities decreased to ¥786,422,198.40 from ¥887,996,306.87, a reduction of approximately 11.4%[46] Cash Flow - Cash flow from operating activities rose by 218.91% to CNY 360,300,896.40, driven by strong market demand[20] - Cash flow from operating activities for the first nine months of 2022 was CNY 360,300,896.40, significantly higher than CNY 112,979,194.82 in 2021, marking an increase of about 219.5%[62] - Cash inflow from financing activities reached approximately $1.686 billion in 2022, up from $1.077 billion in 2021, marking an increase of about 56.5%[64] Shareholder Information - The total number of unrestricted shares is 94,933,505, representing 29.79% of the total share capital[24] - The total number of restricted shares is 223,702,858, accounting for 70.21% of the total share capital[24] - The largest shareholder, Jilin City, holds 159,250,000 shares, which is 49.98% of the total shares[26] - The second-largest shareholder, Jilin Jiufucheng City Development Investment Holdings, holds 64,452,858 shares, representing 20.23%[26] Commitments and Litigation - The company has no ongoing significant litigation or arbitration matters during the reporting period[31] - The total amount involved in litigation or arbitration is 6,312,539.99 yuan, which is 0.47% of the company's net assets[32] - The company has no overdue commitments and all commitments are being fulfilled as planned[36] Inventory and Receivables - The company has a total of 383,914,831.27 yuan in inventory as of September 30, 2022, up from 217,585,623.52 yuan in 2021, indicating potential growth in sales[44] - Accounts receivable increased significantly from 673,498.41 yuan in 2021 to 23,707,303.07 yuan in 2022, reflecting improved sales or credit terms[44] Research and Development - Research and development expenses for Q3 2022 totaled ¥12.13 million, slightly decreased from ¥14.87 million in Q3 2021, indicating a reduction of 18.3%[57]

Company Recognition and Awards - Jilin Tangu Carbon Fiber Co., Ltd. was recognized as a quality award-winning enterprise by the Jilin Provincial Government in January 2022[5]. - The company has been awarded the "Jilin Tangu" brand recognition for its 25k carbon fiber raw silk, indicating strong market positioning[5]. - The company has recognized as a "High-tech Enterprise," indicating its commitment to innovation and technology development[34]. Technological Advancements - The company obtained three utility model patents from the National Intellectual Property Administration in the first half of 2022, enhancing its technological capabilities[6]. - The company has developed a unique stable polymerization technology and is the first in China to use a two-step method for producing carbon fiber polymers, which has been patented[13]. - The company is collaborating with universities to accelerate new product development and improve its technological capabilities[68]. Market and Sales Performance - The company achieved a revenue of CNY 1,087,872,929.79, representing a 144.03% increase compared to CNY 445,795,548.86 in the same period last year[25]. - Net profit attributable to shareholders reached CNY 335,041,157.74, a significant increase of 204.81% from CNY 109,917,473.84 year-on-year[25]. - The sales volume of carbon fiber raw silk products rapidly expanded, contributing to the revenue growth[52]. Financial Overview - The total assets increased by 23.15% to CNY 2,854,459,208.85 from CNY 2,317,835,267.45 at the end of the previous year[26]. - The company's gross profit margin has experienced volatility due to the fluctuating prices of acrylonitrile, with the potential for further changes as production capacity is gradually released[13]. - The company reported a net cash flow from operating activities of CNY 323,758,713.03, up 159.72% from CNY 124,658,385.05 in the same period last year[27]. Risks and Challenges - The company’s carbon fiber products are primarily concentrated in the Jilin and East China regions, indicating a high customer concentration risk[12]. - Future growth in the domestic carbon fiber downstream product applications is critical; any slowdown could adversely affect the company's sales scale and performance[12]. - The company faces risks from intensified market competition as many domestic investors are entering the carbon fiber industry, potentially impacting its market position and operational performance[14]. Governance and Management - The company’s board and supervisory committee underwent a restructuring in April 2022, ensuring governance continuity[5][6]. - The company is enhancing its governance structure to ensure equal rights for all shareholders, especially minority shareholders[62]. - The company has implemented measures to hold responsible executives accountable for any breaches of commitments, including potential salary reductions[96]. Employee and Talent Management - The company is at risk of talent shortages due to lower average salaries compared to peers in other regions, which may hinder its ability to attract and retain skilled personnel[14]. - The average salary of employees in Jilin Province is comparable to local levels but lower than that of peers in Shandong and Jiangsu, posing a risk of talent loss[73]. - The company plans to optimize performance management and enhance employee engagement to retain high-level technical and managerial talent[73]. Social Responsibility and Community Engagement - The company donated 11.5 million yuan to relevant public welfare units to support local development and stabilize residents' lives during the pandemic[65]. - The company is actively participating in local public welfare initiatives and fulfilling its social responsibilities while ensuring economic benefits[62]. Future Plans and Strategic Goals - The company plans to expand its market presence in industrial and civilian applications, focusing on large tow carbon fiber products while maintaining its share in small tow products[35]. - The company aims to enhance its core competitiveness and market recognition through improved product quality and expanded application fields[35]. - The company plans to continue expanding production capacity to meet market demand, which is expected to support ongoing revenue and profit growth[56]. Financial Commitments and Shareholder Relations - The company guarantees that the public offering prospectus does not contain false records or misleading statements[91]. - The company will compensate investors for losses incurred due to non-fulfillment of commitments, as per legal requirements[96]. - The controlling shareholder has pledged not to occupy company funds or provide guarantees, ensuring that no resources are misused[82].

Financial Performance - Net profit attributable to shareholders rose by 152.15% to CNY 166,341,301.13, driven by strong market demand for carbon fiber products[15] - Operating revenue surged by 159.30% to CNY 580,383,118.05, attributed to the expansion of civil and industrial product markets[15] - Basic earnings per share increased by 132.31% to CNY 0.5220 per share, reflecting improved profitability[16] - The company's net profit after deducting non-recurring gains and losses grew by 169.96% to CNY 175,733,742.48[15] - Total revenue for Q1 2022 reached ¥580,383,118.05, a significant increase from ¥223,823,658.06 in Q1 2021, representing a growth of approximately 159.8%[46] - Operating profit for Q1 2022 was ¥205,185,922.32, compared to ¥76,560,596.27 in Q1 2021, indicating an increase of about 168.5%[47] - Net profit for Q1 2022 was ¥166,341,301.13, up from ¥65,969,418.33 in Q1 2021, reflecting a growth of approximately 152.1%[48] - The total comprehensive income for the period is ¥166.23 million, compared to ¥65.62 million in the previous year, showing an increase of 153.5%[52] Assets and Liabilities - Total assets increased by 18.06% to CNY 2,736,357,609.83 compared to the end of the previous year[14] - The total liabilities of the company reached 1,715,663,937.40 yuan, compared to 1,463,482,896.15 yuan in the previous year, indicating an increase in leverage[40] - Total current assets as of March 31, 2022, amounted to ¥637,536,396.02, compared to ¥493,309,196.19 at the end of 2021, an increase of about 29.3%[43] - Total liabilities as of March 31, 2022, were ¥1,665,119,670.67, compared to ¥1,384,223,814.01 at the end of 2021, indicating an increase of about 20.2%[44] - The company's cash and cash equivalents amounted to 287,988,075.11 yuan, up from 247,561,033.83 yuan in the previous year[38] - The company's net assets increased to 1,020,693,672.43 yuan from 854,352,371.30 yuan year-over-year, reflecting a growth of approximately 19.5%[40] Shareholder Information - The largest shareholder, Jilin Guo Xing New Material Industry Investment Co., Ltd., holds 159,250,000 shares, representing 49.98% of total shares[21] - The second largest shareholder, Jilin Jiufu City Investment Co., Ltd., holds 64,452,858 shares, accounting for 20.23% of total shares[21] - The total number of shares held by the top ten shareholders is 266,116,818, which constitutes 83.52% of the total shares[23] - The company has a total of 42,413,960 shares available for unrestricted sale among the top ten shareholders[23] - The company has no preferred stock outstanding as of the current period[25] Cash Flow - Net cash flow from operating activities decreased by 79.78% to CNY 16,243,791.90, primarily due to reduced discounting of bank acceptance bills[16] - The cash flow from operating activities generated a net cash inflow of ¥16.24 million, a decrease from ¥80.34 million in the same period last year[55] - Cash flow from investing activities resulted in a net outflow of ¥280.93 million, compared to a net outflow of ¥72.25 million in the previous year[55] - Cash flow from financing activities generated a net inflow of ¥279.11 million, contrasting with a net outflow of ¥31.06 million in the same period last year[55] Research and Development - Research and development expenses for Q1 2022 were ¥11,035,809.49, compared to ¥3,106,522.45 in Q1 2021, marking an increase of about 254.5%[47] - The company reported a significant increase in research and development expenses, totaling ¥11.04 million, compared to ¥3.11 million last year, marking a rise of 254.4%[51] Debt and Financing - The company's long-term borrowings increased to 803,768,272.83 yuan from 530,000,000.00 yuan, indicating a strategic move to finance growth[40] - The company's long-term borrowings increased to ¥803,768,272.83 as of March 31, 2022, from ¥530,000,000.00 at the end of 2021, representing a growth of about 51.4%[44] Other Information - The company has undergone a name change for its investment management entity, now known as Beijing Hongshi Capital Management Co., Ltd.[24] - The company executed its daily related party transactions as planned, with no significant deviations reported[31] - The company has no ongoing significant litigation or arbitration matters during the reporting period[29]

Company Recognition and Achievements - In 2021, Jilin Tangu Carbon Fiber Co., Ltd. was recognized as a "demonstration enterprise for technological innovation" in the chemical fiber industry during the 13th Five-Year Plan[5] - Jilin Tangu Carbon Fiber received the second prize for scientific and technological progress from the China National Textile and Apparel Council for its project on key technologies and industrialization of polypropylene-based precursor and carbon fiber[6] - Jilin Tangu Carbon Fiber was recognized as a provincial-level "specialized, refined, distinctive, and innovative" small and medium-sized enterprise in Jilin Province[5] - The company was awarded the title of "High-Performance Materials Technology Innovation Enterprise" at the 6th China Advanced Materials Industry Expo[6] - The company has developed a unique stable operation technology for polymer production, being the first in China to use a two-step method for producing carbon fiber polymers[15] Financial Performance - The company's operating revenue for 2021 was approximately ¥1.21 billion, representing a year-over-year increase of 9.71% compared to ¥1.10 billion in 2020[32] - The net profit attributable to shareholders for 2021 was approximately ¥314.81 million, a significant increase of 126.09% from ¥139.24 million in 2020[32] - The gross profit margin improved to 40.70% in 2021, up from 19.41% in 2020[32] - Total assets increased by 37.99% to approximately ¥2.32 billion in 2021, compared to ¥1.68 billion at the end of 2020[34] - The company's net assets attributable to shareholders rose by 119.78% to approximately ¥854.35 million in 2021, compared to ¥388.74 million in 2020[34] Market Risks and Challenges - The company faces risks related to customer concentration, particularly in the Jilin and East China regions, which may impact its operations if major clients experience adverse changes[13] - The domestic carbon fiber downstream product application growth is at risk of falling below expectations, which could affect the company's sales scale and performance[14] - The company is exposed to raw material price fluctuations, particularly for acrylonitrile, which is influenced by domestic supply-demand dynamics and international oil prices[14] - The company faces risks from intensified market competition as many domestic investors are entering the carbon fiber industry, potentially impacting market position and performance[15] - The company acknowledges the risk of new product development challenges due to the complex processes and high R&D costs associated with carbon fiber production[117] Research and Development - The company has increased its R&D personnel from 46 to 68, indicating a focus on enhancing innovation capabilities[91] - Research and development expenses surged by 28,236.54% to ¥39,487,184.03, reflecting the company's ongoing commitment to product development and technological advancements[62][63] - The company has established various laboratories for the research and development of carbon fiber precursor materials, including a polymer optimization lab and a performance and application lab[95] - The company has entered the mass trial phase for different varieties of carbon fiber precursor products, aiming to overcome the challenges of high costs and small-scale production in the domestic carbon fiber industry[95] Corporate Governance and Compliance - The company has made commitments regarding the repurchase of shares in case of false records or misleading statements, which are currently being fulfilled[138] - The actual controller has committed to not engaging in any business that competes with the company's main business during the period of shareholding[136] - The company guarantees the accuracy and completeness of its public offering documents, with a commitment to repurchase shares if any misleading information is found[152] - The company has established a fundraising management system to ensure compliance and effective use of raised funds[146] Employee Development and Management - The total number of employees increased from 385 to 484, representing a growth of approximately 25.7%[197] - The company has implemented a comprehensive training program aimed at enhancing employee skills and performance[199] - The company has established a performance-based compensation system to motivate employees and ensure sustainable development[200] - The company emphasizes the importance of attracting and retaining talented individuals to support its long-term growth strategy[199] Future Outlook and Expansion Plans - The carbon fiber industry in China is projected to see a compound annual growth rate (CAGR) of 25.1%, with total demand expected to reach 149,500 tons by 2025[52] - The company aims to become a globally recognized supplier of carbon fiber tow by 2025, focusing on breaking international technology monopolies and reducing supply chain costs[108] - The company plans to expand its production capacity by an additional 150,000 to 200,000 tons of carbon fiber tow over the next 2-3 years, following the completion of its 40,000-ton project[112] - The company is focusing on expanding its market presence in both civilian and industrial applications, with a strong emphasis on product quality and technological advancements[49]