Core Viewpoint - The company plans to sign a Financial Service Agreement with China National Building Material Group Financial Co., Ltd. to enhance financial management and risk prevention, allowing for a maximum daily deposit balance of RMB 2.5 billion from 2025 to 2027, with no fees for settlement services provided by the financial company [1][2][7]. Summary by Sections 1. Overview of Related Transactions - The agreement aims to mitigate financial risks, improve capital efficiency, and expand financing channels, allowing a maximum daily deposit balance of RMB 2.5 billion and a maximum comprehensive credit balance of RMB 2.5 billion for each year from 2025 to 2027 [2][4]. 2. Related Party Information - China National Building Material Group Financial Co., Ltd. is controlled by the same entity as the company, thus constituting a related party transaction, but it does not qualify as a major asset restructuring under relevant regulations [3][4]. 3. Financial Status of Related Party - As of June 30, 2025, the financial company reported total assets of RMB 32.98 billion, total liabilities of RMB 27.63 billion, and total equity of RMB 5.35 billion, with a revenue of RMB 355 million for the first half of 2025 [4]. 4. Pricing Principles for Related Transactions - The deposit interest rates offered by the financial company will not be lower than those of major domestic commercial banks under similar conditions, and loan rates will not exceed those of similar loans from domestic banks [5]. 5. Agreement Details - The agreement will be effective until December 31, 2027, and will be established upon signing by authorized representatives and approval from the board and shareholders [6][8]. 6. Purpose and Impact of Related Transactions - The agreement is expected to optimize capital management, enhance funding efficiency, and provide necessary financial support for the company's operational and long-term development needs, without compromising the company's independence or harming shareholder interests [7][8]. 7. Review Procedures for Related Transactions - The independent directors and board have approved the agreement, ensuring compliance with legal and regulatory requirements, and the decision-making process has been deemed fair and reasonable [8].

Core Viewpoint - The report evaluates the risk assessment of the financial services agreement between Zhongfu Shenying Carbon Fiber Co., Ltd. and China National Building Material Group Financial Co., Ltd., highlighting the financial company's operational qualifications and risk management systems [1][10]. Group 1: Basic Information of China National Building Material Group Financial Co., Ltd. - Established on April 23, 2013, the financial company is a non-bank financial institution approved by the former China Banking Regulatory Commission [1]. - The registered capital is 4.721 billion RMB, with China National Building Material Group contributing 3.679 billion RMB (77.93%) and China National Building Material Co., Ltd. contributing 1.042 billion RMB (22.07%) [1]. Group 2: Business Scope - The financial company engages in various activities, including accepting deposits, providing loans, handling bill discounting, and offering financial advisory services [2]. Group 3: Internal Control and Risk Management - The financial company has established a comprehensive internal control system, including a board of directors, risk management committee, and audit committee to oversee risk management and internal controls [3][4]. - The risk management committee is responsible for approving risk management frameworks and monitoring risk control across credit, market, and operational risks [3][4]. Group 4: Operational and Management Situation - As of June 30, 2025, the total assets of the financial company amounted to approximately 22.95 billion RMB, with all regulatory indicators meeting requirements [10][11]. - The company has maintained a prudent operational principle since its establishment, adhering to relevant laws and regulations [10]. Group 5: Deposit and Loan Situation - As of June 30, 2025, the company had a deposit balance of 249.68 million RMB in the financial company, representing 15.79% of its total deposits [12]. - The financial company has provided a comprehensive credit limit of 300 million RMB to the company, with a project loan balance of 10 million RMB [12]. Group 6: Risk Assessment Opinion - The financial company possesses valid financial licenses and complies with regulatory requirements, with no significant deficiencies identified in its risk management [14].

证券代码：688295 证券简称：中复神鹰 公告编号：2025-031 中复神鹰碳纤维股份有限公司 关于取消监事会并修订《公司章程》 及修订、制定公司部分治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、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法律责任。 中复神鹰碳纤维股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召 开第二届董事会第十二次会议，审议通过了《取消监事会并修订 <公司章程> 的议 案》及《修订并制定公司部分治理制度的议案》。具体情况如下： 一、取消监事会的情况 为进一步完善公司治理结构，推动公司规范运作，根据《中华人民共和国公 司法》（以下简称"《公司法》"）《上市公司章程指引》《上海证券交易所科 创板股票上市规则》等相关法律、法规、规范性文件的规定，结合公司实际情况， 公司将不再设立监事会，并对《公司章程》的部分内容进行修订，监事会的相关 职权由董事会审计委员会承接， 《中复神鹰碳纤维股份有限公司监事会议事规则》 相应废止。 在公司股东大会审议通过取消监事会事项前，公司第二届监事会仍将严格按 照《公司法》《中华人民共和国证券法》 ...

Fundraising Overview - The company raised a total of RMB 2,776,683,957.38 from its initial public offering, with all funds received by March 30, 2022 [1] - As of June 30, 2025, the total amount of funds used from the IPO was RMB 2,787,050,000.00, with a remaining balance of RMB 416,321,811.25 [1][2] Fund Utilization - The funds were allocated as follows: RMB 883,144,104.24 directly to project expenditures, RMB 1,102,864,694.13 for replacing pre-invested project funds, and RMB 450,000,000.00 for supplementing working capital [1] - The company has not used idle funds to temporarily supplement working capital during the reporting period [2] Fund Management - The company established a dedicated fund management system to ensure proper use and disclosure of the raised funds, adhering to regulatory guidelines [1] - Funds are stored in three dedicated accounts with specific banks, ensuring strict approval processes for fund usage [1] Investment Projects - The company has not experienced any abnormal situations regarding its investment projects, and all projects are progressing as planned [2] - The company utilized RMB 93,204.40 million of excess funds for a new project aimed at producing 30,000 tons of high-performance carbon fiber, with all funds fully contributed by June 30, 2024 [2][3] Cash Management - The company approved a plan to manage idle funds, allowing for investment in low-risk financial products with a maximum limit of RMB 67,413.77 million [2] - As of June 30, 2025, the company redeemed all cash management products, totaling RMB 12,280 million [3] Compliance and Reporting - The company has complied with all regulations regarding the use and disclosure of raised funds, with no violations reported [2] - There have been no changes in the use of fundraising projects during the reporting period [2]

Core Viewpoint - The company has signed a financial service agreement with China National Building Material Group Financial Co., Ltd. to enhance financial risk management and improve capital utilization efficiency [2][3]. Summary by Sections 1. Overview of Related Transactions - The company plans to re-sign a financial service agreement with China National Building Material Group Financial Co., Ltd. to provide deposit, settlement, comprehensive credit, and other financial services [2]. - The maximum daily deposit balance (including interest) at China National Building Material Group Financial Co., Ltd. for the years 2025 to 2027 will not exceed RMB 2.5 billion each year [2]. - The maximum comprehensive credit balance (including interest) provided by China National Building Material Group Financial Co., Ltd. to the company and its subsidiaries will also not exceed RMB 2.5 billion each year [2]. 2. Basic Information of Related Parties - China National Building Material Group Financial Co., Ltd. is controlled by China National Building Material Group, which is also the actual controller of the company [3]. - The financial company was established on April 23, 2013, with a registered capital of RMB 4.721 billion [3]. - As of June 30, 2025, the financial company had total assets of RMB 32.98 billion and total liabilities of RMB 27.63 billion [3]. 3. Main Content and Performance Arrangements of Related Transactions - The agreement will be effective upon signing by authorized representatives and will last until December 31, 2027 [5]. - The financial services provided will include deposit services, settlement services, and comprehensive credit services, with no fees charged for settlement services [4][5]. - The pricing principles for services will ensure that deposit rates are not lower than those offered by major domestic commercial banks under similar conditions [4]. 4. Purpose and Impact of Related Transactions - The agreement aims to optimize capital management, improve capital efficiency, and reduce financing risks, supporting the company's long-term development [7]. - The company believes that this agreement will not affect its independence or harm the interests of shareholders, especially minority shareholders [7]. 5. Review Procedures for Related Transactions - The independent directors unanimously approved the agreement, stating it meets the company's business development needs and does not harm the interests of shareholders [8]. - The board of directors also approved the agreement, with a vote of 6 in favor and no opposition [8].

国泰海通证券股份有限公司 关于中复神鹰碳纤维股份有限公司 全资子公司神鹰西宁拟签订纺丝机改造项目 设备采购及安装合同暨关联交易的的核查意见 交易标的类型（可 ?股权资产√非股权资产 多选） 交易标的名称 纺丝机改造项目设备采购及安装 根据《证券发行上市保荐业务管理办法》《上海证券交易所科创板股票上市 规则（2025 年 4 月修订）》《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作（2025 年 5 月修订）》《上海证券交易所上市公司自律监管指引 第 5 号——交易与关联交易》等有关规定，国泰海通证券股份有限公司（以下简 称"保荐机构"）作为中复神鹰碳纤维股份有限公司（以下简称"中复神鹰"或 "公司"）首次公开发行股票的保荐机构，就公司全资子公司中复神鹰碳纤维西 宁有限公司（以下简称"神鹰西宁"）拟与江苏鹰游纺机有限公司（以下简称"江 苏鹰游"）签订纺丝机改造项目设备采购及安装合同暨关联交易进行了核查，具 体情况如下： 一、关联交易概述 （一）本次交易的基本情况 神鹰西宁根据项目建设需要拟与江苏鹰游签订设备采购及安装合同，以 静态混合器、240 台减速机等主体设备采购及其安装。 （以最终结算价 ...

Core Viewpoint - Zhongfu Shenying Carbon Fiber Co., Ltd. reported a significant decline in net profit and total profit for the first half of 2025, with net profit dropping by 52.23% year-on-year, attributed to changes in sales structure and price reductions despite increased revenue from product sales [3][5]. Company Overview and Financial Indicators - Zhongfu Shenying is a national high-tech enterprise specializing in the research, production, and sales of high-performance carbon fibers and their composites [5]. - The company reported operating income of 921.62 million RMB, a 25.86% increase from the previous year, while total profit was 10.83 million RMB, down 50.16% [3]. - The net profit attributable to shareholders was 119.30 million RMB, a decrease of 52.23% compared to the same period last year [3]. Industry Situation - The carbon fiber industry is characterized by high technical barriers and diverse applications, with growing demand in sectors such as aerospace, renewable energy, and low-altitude economy [5][6]. - As of July 2025, the average domestic carbon fiber price was 83.75 RMB/kg, reflecting a slight decline of 0.3% since January 2025, indicating a stabilization in pricing after a downward trend [5]. Business Operations - Zhongfu Shenying maintains a leading position in the domestic carbon fiber industry, with a production capacity of 29,000 tons and ongoing projects to expand capacity by an additional 31,000 tons [6][16]. - The company has developed a comprehensive product system covering over 30 series and 50 models of carbon fibers, catering to various applications including aerospace, wind energy, and automotive industries [5][6]. Technological Innovation - The company has made significant advancements in carbon fiber manufacturing technology, successfully developing new high-performance products such as SYM55X-12K ultra-high-strength carbon fiber and SYT55T-16K low-cost high-strength carbon fiber [8][19]. - Research and development expenditures accounted for 8.20% of operating income, with a total investment of 75.54 million RMB in the first half of 2025 [8]. Market Expansion - Zhongfu Shenying has focused on expanding its domestic and international markets, establishing strategic partnerships with leading enterprises in various sectors [10]. - The company has seen substantial growth in sales of small tow products and high-strength series products, with a 77% increase in 3K tow product sales and a 53% increase in high-strength high-modulus series products [10]. Environmental and Safety Governance - The company emphasizes green development and has implemented measures to enhance its environmental performance, achieving a 70% utilization rate of clean energy sources [13][17]. - Zhongfu Shenying has established a comprehensive safety management system to ensure operational safety and compliance with environmental standards [13].

| 公司代码：688295 公司简称：中复神鹰 | | | | | --- | --- | --- | --- | | 中复神鹰碳纤维股份有限公司 | | | | | 第一节 重要提示 | | | | | www.sse.com.cn 规划，投资者应当到 | 网站仔细阅读半年度报告全文。 | | | | 公司已在本报告中详细阐述在经营过程中可能面临的各种风险及应对措施，敬请查阅本报告 | | | | | 第三节"管理层讨论与分析"之"四、风险因素"。 | | | | | 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | | | 无 | | | | | □适用 √不适用 | | | | | 第二节 公司基本情况 | | | | | 公司股票简况 | | | | | 公司股票简况 | | | | | 股票种类 股票上市交易所 股票简称 | | 股票代码 | 变更前股票简称 | | A股 上海证券交易所科创板 中复神鹰 | | 688295 | / | | 公司存托凭证简况 | | | | | □适用 √不适用 | | | | | 联系人和联系方式 | | | | | 联系人和 ...

证券代码：688295 证券简称：中复神鹰 公告编号：2025-030 中复神鹰碳纤维股份有限公司 第二届监事会第八次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 中复神鹰碳纤维股份有限公司（以下简称"公司"）第二届监事会第八次会 议通知于 2025 年 8 月 16 日以电子邮件的方式发出，会议于 2025 年 8 月 26 日在 公司会议室以现场结合通讯方式召开。会议应出席监事 3 人，实际出席监事 3 人。会议由监事会主席裴鸿雁主持。会议的召集和召开符合《公司法》 《证券法》 等法律法规以及《公司章程》《监事会议事规则》等相关规定，会议的表决程序 和表决结果合法有效。 二、监事会会议审议情况 会议经全体参会监事充分审议，形成决议如下： （一）审议通过《取消监事会并修订 <公司章程> 的议案》 表决结果：赞成 3 票，反对 0 票，弃权 0 票。 本议案尚需提交公司股东大会审议。 具体内容详见公司同日披露于上海证券交易所网站（www.sse.com.cn）的《中 复神鹰碳纤维股份 ...

Group 1 - The company, Zhongfu Shenying Carbon Fiber Co., Ltd., is holding its second extraordinary general meeting of shareholders in 2025 on September 22, 2025, at 14:00 [3][5] - The meeting will be conducted using a combination of on-site and online voting methods, with the online voting system provided by the Shanghai Stock Exchange [3][4] - The agenda includes the approval of a financial service agreement with China National Building Material Group Finance Co., Ltd., which has already been reviewed and approved by the company's board and supervisory committee [1][3] Group 2 - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with specific time slots for voting on the day of the meeting [3][4] - The company will provide a reminder service for small and medium-sized investors to ensure they can participate in the voting process [4] - The registration for attending the meeting will take place on September 18, 2025, and shareholders must present specific documents for registration [6][7]