申万宏源证券承销保荐有限责任公司 关于浙江福莱新材料股份有限公司 可转换公司债券回售有关事项的核查意见 申万宏源证券承销保荐有限责任公司（以下简称"申万宏源承销保荐"或 "保荐机构"）作为浙江福莱新材料股份有限公司（以下简称"福莱新材""公 司"）公开发行可转换公司债券的持续督导保荐机构，根据《证券发行上市保荐 业务管理办法》《上市公司募集资金监管规则》等有关规定，对福莱新材可转换 公司债券回售有关事项进行了审慎核查，具体如下： 一、福新转债发行上市情况 经中国证券监督管理委员会（以下简称"中国证监会"）《关于核准浙江福 莱新材料股份有限公司公开发行可转换公司债券的批复》（证监许可[2022]2891 号）核准，公司于 2023 年 1 月公开发行可转换公司债券，募集资金总额 42,901.80 万元，扣减发行费用后，募集资金净额为 41,589.49 万元。上述募集资金已于 2023 年 1 月 10 日全部划至公司指定账户，天健会计师事务所（特殊普通合伙）对资 金到账情况进行审验，并出具《验资报告》（天健验〔2023〕12 号）。 经上海证券交易所（以下简称"上交所"）自律监管决定书[2023]17 号文 ...

Fundraising Overview - The company has successfully raised a total of RMB 706,999,968.84 through the issuance of 21,647,274 shares at a price of RMB 32.66 per share, with a net amount of RMB 692,070,721.95 after deducting issuance costs [1][2] - The funds have been deposited into a dedicated fundraising supervision account as of February 6, 2026, and have been verified by Tianjian Accounting Firm [1] Fund Management and Agreements - The company has established a special account for fundraising management, authorized by the third extraordinary shareholders' meeting in 2025, and has signed tripartite and quadripartite supervision agreements with relevant banks and the underwriter [2][4][5] - The tripartite agreement involves the company, China Construction Bank, Agricultural Bank of China, and the underwriter, while the quadripartite agreement includes the company, its subsidiary, and two additional banks [4][5] Fund Allocation and Usage - As of February 10, 2026, the balance in the special account at Jiaxing Bank is RMB 416,773,969.40, which includes RMB 196,273,969.40 for working capital and RMB 220,500,000.00 for the electronic-grade functional materials expansion project [3] - The company plans to use the funds for capital increase in its subsidiary, which will be subject to board approval before the transfer of funds [3] Regulatory Compliance - The agreements stipulate that the special account is exclusively for fundraising storage and usage, and both parties must comply with relevant laws and regulations [6] - The underwriter is responsible for supervising the use of funds and must conduct regular checks and audits [6][8]

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. has successfully completed a private placement of shares, raising approximately RMB 706.99 million, with net proceeds of about RMB 692.07 million after deducting issuance costs [4]. Group 1: Issuance Summary - The company issued 21,647,274 shares at a price of RMB 32.66 per share, with a par value of RMB 1.00 per share [4]. - The total amount raised from the issuance was RMB 706,999,968.84, with issuance costs amounting to RMB 14,929,246.89 [4]. - The funds have been deposited into a designated regulatory account as of February 6, 2026, and have been verified by Tianjian Accounting Firm [4]. Group 2: Fund Management and Agreements - The company has established a special account for the raised funds and signed tripartite and quadripartite regulatory agreements with relevant banks and the underwriter [5][8]. - The tripartite agreement involves Zhejiang Fulai New Materials, China Construction Bank, China Agricultural Bank, and the underwriter, Shenwan Hongyuan Securities [8]. - The quadripartite agreement includes Zhejiang Fulai New Materials, its wholly-owned subsidiary, and two banks, ensuring that the funds are used solely for the intended purposes [9]. Group 3: Fund Allocation - As of February 10, 2026, the balance in the special account at Jiaxing Bank was RMB 416,773,969.40, which includes RMB 196,273,969.40 for "supplementing working capital" and RMB 220,500,000.00 for the "electronic-grade functional materials expansion and upgrade project" [5][6]. - The company plans to use the funds for capital increase in its subsidiary, Zhejiang Ouren New Materials, for the aforementioned project, pending board approval [6].

【DT新材料】 获悉， 2月5日， 功能性涂布复合材料龙头 福莱新材 宣布，公司与 灵心巧手（北京）科技有限公司 （简称"灵心巧手"）正式签署全面战略合作协 议，灵心巧手向福莱新材采购10万套触觉传感器（即"电子皮肤"）。 Linker Hand系列灵巧手 来源：灵心巧手 据不完全消息统计，这应该是行业首个宣布交付过10万套机器人电子皮肤的订单消息。 此前， 2025年12月， 福莱新材还 曾向灵心巧手交付千套触觉传感器。 本次签约合作，通过产业协同和联合开发等多元化机制， 双方将围绕集成触觉传感的机器人灵巧手技术平台开发、系列化智能灵巧手解决方案设计等方向展开合 作，推动柔性传感器、智能AI产品、具身智能等领域的产业升级和行业标准完善 ，致力于打造触觉驱动的智能决策能力，为各种应用场景提供多模态解决方案。 战略合作签约仪式 来源：福莱新材 灵巧手是人形机器人产业中最火爆的环节之一， 产业共识已经形成——谁掌握了最灵巧的"手"，谁就掌握了人形机器人的实用性钥匙，其技术成熟度直接决定机 器人的应用边界。 因此，众多企业已经布局，比如 京津冀地区 有 灵心巧手、因时机器人、坤维科技、蓝点触控、思灵机器人、星动纪元 ...

Group 1 - The core viewpoint of the article is that Fulei New Materials (605488) has disclosed its fundraising situation, raising a total of 707 million yuan through a private placement of shares priced at 32.66 yuan per share [1] - The total number of shares issued is 21.6473 million, with a net fundraising amount of 692 million yuan after deducting related expenses [1] - The raised funds will be used for expanding production projects related to label printing materials, upgrading electronic-grade functional materials, enhancing the R&D center, and supplementing working capital, all aligned with the company's main business [1] Group 2 - A total of 16 investors participated in the issuance, including well-known institutions such as Huatai Asset Management, Caitong Fund Management, and Nord Fund Management, all subscribing to the shares in cash [1] - The total amount raised does not exceed the amount approved by the company's board and shareholders, and registered with the China Securities Regulatory Commission [1] - The shares subscribed by investors will be subject to a six-month transfer restriction from the end of the issuance, unless otherwise stipulated by laws and regulations [1]

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. has raised a total of 707 million yuan through a private placement of shares, with a net amount of 692 million yuan after deducting related expenses, aimed at expanding production and upgrading projects in various sectors [1] Group 1: Fundraising Purpose - The raised funds will primarily be used for the expansion of label printing materials, upgrading electronic-grade functional materials, enhancing the R&D center, and supplementing working capital [1] Group 2: Company Strategy and Market Position - Fulai New Materials is positioned as a leader in the domestic inkjet printing composite materials industry, focusing on the integration of base films, adhesives, and coatings [1] - The company has adopted a strategy of "industrial integration and diversified applications," continuously strengthening its supply chain collaboration and diversified application capabilities to build a differentiated competitive advantage [1] Group 3: Market Demand and Future Prospects - The demand for label printing materials and electronic-grade functional materials is continuously expanding, and the fundraising will help the company leverage its advantages in supply chain collaboration and diversified applications [1] - This capital support is crucial for the company to seize industry trends, expand market share, and promote industrial upgrades [1]

Core Viewpoint - The company, Fulei New Materials (605488), has indicated that its flexible sensor technology can be applied in various fields such as humanoid robots, industrial inspection, wearable devices, and smart healthcare, with tailored product solutions based on specific customer needs [1] Group 1 - The flexible sensor technology is currently a small portion of the company's overall revenue [1]

Group 1 - The core point of the article is that as of February 10, 2026, the total number of shareholders for Fulei New Materials is approximately 36,000 [2]

Core Viewpoint - The company is focusing on developing flexible sensor technology with applications in robotics, industrial inspection, new energy, and consumer electronics, with human-like robot electronic skin as a strategic core direction that has entered mass delivery phase [2] Group 1: Business Development - The flexible sensor business has established a multi-dimensional application layout including robotics, industrial inspection, new energy, and consumer electronics [2] - The company is accelerating progress in industrial inspection and consumer electronics, with successful client validation and project introduction [2] - The new energy battery inspection business is also advancing with technical integration [2] Group 2: Revenue Contribution - Currently, these business segments contribute a relatively small proportion to the company's overall revenue [2]

Group 1 - The company, Fule New Materials (605488), is responding to investor inquiries about its production line configuration and capacity layout based on market demand, order scale, and industry development trends [1] - The business is still in the early stages of market development, indicating that there are significant uncertainties regarding the mass production rhythm and scale of future products [1] - The company advises investors to make rational investment decisions and be aware of investment risks [1]