国泰君安证券股份有限公司 关于中复神鹰碳纤维股份有限公司 2023 年半年度持续督导跟踪报告 一、持续督导工作情况 1 | 序号 | 工作内容 | 实施情况 | | --- | --- | --- | | | 督导上市公司建立健全并有效执行公司治 | 保荐机构督促中复神鹰依照相关规 | | | 理制度，包括但不限于股东大会、董事会、 | | | 7 | 监事会议事规则以及董事、监事和高级管理 | 定健全完善公司治理制度，并严格执 | | | | 行公司治理制度。 | | | 人员的行为规范等。 | | | | 督导上市公司建立健全并有效执行内控制 | 保荐机构对中复神鹰的内控制度的 | | | 度，包括但不限于财务管理制度、会计核算 | 设计、实施和有效性进行了核查，中 | | | 制度和内部审计制度，以及募集资金使用、 | | | 8 | 关联交易、对外担保、对外投资、衍生品交 | 复神鹰的内控制度符合相关法规要 | | | | 求并得到了有效执行，能够保证公司 | | | 易、对子公司的控制等重大经营决策的程序 | 的规范运行。 | | | 与规则等。 | | | | 督导上市公司建立健全并有效执行信息披 ...

统一社会信用代码：9111000071783642X5 中复神鹰碳纤维股份有限公司 关于在中国建材集团财务有限公司办理 存贷款业务的风险持续评估报告 根据《关于规范上市公司与企业集团财务公司业务往来的通知》（证监发〔2 022〕48 号）的要求，针对中复神鹰碳纤维股份有限公司（以下简称"公司"）与 中国建材集团财务有限公司（以下简称"中建材财务公司"或"财务公司"）签 署了《金融服务协议》的事项，公司通过查验中建材财务公司《金融许可证》、 《营业执照》等证件资料，并审阅了中建材财务公司验资报告，对中建材财务公 司的经营资质、业务和风险状况进行了评估，现将有关风险评估情况报告如下： 一、中国建材集团财务有限公司基本情况 中建材财务公司成立于 2013 年 4 月 23 日，是经原中国银行业监督管理委员 会批准成立的非银行金融机构。 注册地址：北京市海淀区复兴路 17 号 2 号楼 9 层 法定代表人：陶铮 金融许可证机构编码：L0174H211000001 根据现代公司治理结构要求，按照"三会分设、三权分开、有效制约、协调 发展"的原则设立股东会、董事会、监事会。按照经营、监督、反馈系统互相制 衡的原则设置财务 ...

证券代码：688295 证券简称：中复神鹰 公告编号：2023-038 中复神鹰碳纤维股份有限公司 关于全资子公司通过开立超募资金保证金账户方式 开具银行承兑汇票支付募投项目款项的公告 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、准确性和完整性依法承担法律责任。 中复神鹰碳纤维股份有限公司（以下简称"公司"）于 2023 年 8 月 17 日召 开第一届董事会第二十三次会议、第一届监事会第十五次会议，审议通过《关于 全资子公司通过开立超募资金保证金账户方式开具银行承兑汇票支付募投项目 款项的议案》，同意公司通过开立超募资金保证金账户方式开具银行承兑汇票支 付募投项目款项。公司独立董事对该议案发表了明确同意的独立意见。现将相关 情况公告如下： 一、募集资金基本情况 中国证券监督管理委员会于 2022 年 2 月 22 日出具了《关于同意中复神鹰碳 纤维股份有限公司首次公开发行股票注册的批复》（证监许可〔2022〕337 号）， 同意公司首次公开发行股票的注册申请。公司首次公开发行人民币普通股（A 股） 10,000 万股，发行价格为 29.33 元/股， ...

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、准确性和完整性依法承担法律责任。 中复神鹰碳纤维股份有限公司（以下简称"公司"）于 2023 年 8 月 17 日召 开第一届董事会第二十三次会议，审议通过了《关于公司组织机构调整及设立分 公司的议案》。为更好地整合资源配置，明确权责体系，进一步完善公司治理结 构,公司拟对组织机构进行优化调整并设立大浦分公司。 一、公司组织机构调整的情况 根据公司战略发展及生产经营需要，强化总部在市场、技术、战略等方面的 职能定位，拟对现有组织机构进行优化调整，具体包括：科技管理部更名为战略 投资部，在原科技管理部职能基础上增加战略管理和投资管理职能；财务部更名 为财务运营中心，在原财务部职能基础上增加供应链管理职能等。同时，将生产 运行部、原丝车间、碳丝车间、原液车间、中试车间、质管部、安环部，以及并 入基建职能的采购部等相关部门整建制划入拟设立的分公司管理。本次组织机构 调整是对公司内部管理机构的调整，不会对公司生产经营活动产生重大影响，调 整后的公司组织机构图详见附件 1。 二、拟设立分支机构的情况 （一）拟设立分支机 ...

证券代码：688295 证券简称：中复神鹰 公告编号：2023-034 中复神鹰碳纤维股份有限公司 关于召开 2023 年半年度业绩说明会的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 投资者可于 2023 年 8 月 19 日（星期六）前将相关问题通过电子邮件形 式发送至公司邮箱 stock@zfsycf.com.cn，公司将在说明会上对投资者普遍关 注的问题进行回答。 中复神鹰碳纤维股份有限公司（以下简称"公司"）已于 2023 年 8 月 19 日 发布公司 2023 年半年度报告，为便于广大投资者更全面深入地了解公司 2023 年 半年度经营成果、财务状况，公司计划于 2023 年 8 月 22 日上午 10:00-11:00 召 开 2023 年半年度业绩说明会（以下简称"业绩说明会"），就投资者关心的问题 进行交流。 一、说明会类型 本次业绩说明会以网络直播形式召开，公司将针对 2023 年半年度经营成果 及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范围内 就投资者普 ...

Financial Performance - The company's operating revenue for Q1 2023 was RMB 568,369,045.69, representing a year-on-year increase of 23.68%[4] - The net profit attributable to shareholders was RMB 131,089,281.56, reflecting an increase of 11.28% compared to the same period last year[4] - Total operating revenue for Q1 2023 reached $568.37 million, a 23.7% increase from $459.54 million in Q1 2022[18] - Net profit for Q1 2023 was $131.09 million, representing an increase of 11.1% compared to $117.80 million in Q1 2022[19] - The company reported a total profit of $153.99 million for Q1 2023, an increase of 10.3% from $139.88 million in Q1 2022[19] Research and Development - Research and development expenses totaled RMB 48,297,400.36, which is an increase of 108.56% year-on-year, accounting for 8.50% of operating revenue[6] - Research and development expenses rose significantly to $48.30 million, up 108.5% from $23.16 million in the previous year[18] Cash Flow - The net cash flow from operating activities was RMB 62,422,060.98, showing a decrease of 60.37% compared to the previous year[4] - Cash flow from operating activities generated a net amount of $62.42 million, down 60.4% from $157.53 million in Q1 2022[21] - The net cash flow from investing activities was $744,418,843.41, compared to a negative cash flow of $611,777,151.74 in the previous period[22] - The net cash flow from financing activities was $118,347,729.18, significantly lower than $3,385,620,046.85 in the previous period[22] - The company experienced a net increase in cash and cash equivalents of $925,183,639.50 during the period[22] Assets and Liabilities - The total assets at the end of the reporting period were RMB 7,682,669,192.90, up 6.01% from the end of the previous year[6] - The company's total assets amounted to RMB 7,682,669,192.90, an increase from RMB 7,247,371,904.63 at the end of 2022, reflecting a growth of approximately 6.0%[17] - Total current liabilities increased to RMB 1,459,522,673.37 from RMB 1,295,492,458.56, representing a rise of approximately 12.7%[16] - The company's long-term borrowings rose to RMB 1,067,415,494.56, up from RMB 998,881,494.56, marking an increase of about 6.5%[17] - The company's total non-current liabilities amounted to RMB 1,474,975,012.08, an increase from RMB 1,334,797,220.18, representing a growth of about 10.5%[17] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 9,336[11] - The top three shareholders collectively hold 84.94% of the company's shares, indicating a concentrated ownership structure[12] Inventory and Receivables - The company reported a significant increase in accounts receivable by 1,628.06%, attributed to expanded application fields and increased sales volume[8] - The accounts receivable increased significantly to RMB 249,328,787.56 from RMB 14,428,246.92, showing a substantial rise of approximately 1,629.5%[15] - The company's inventory stood at RMB 302,770,312.12, slightly up from RMB 297,721,023.42, indicating a growth of about 1.8%[15] Earnings and Expenses - The weighted average return on equity decreased by 6.30 percentage points to 2.80%[4] - Total operating costs increased to $429.83 million, up 33.7% from $321.68 million in the same period last year[18] - Tax expenses for Q1 2023 were $22.91 million, slightly higher than $22.08 million in the same quarter last year[19] - Other income for Q1 2023 was $7.50 million, compared to $2.92 million in Q1 2022, indicating a significant increase[18] General Information - The report was issued by the board of directors on April 26, 2023[22] - The company did not apply new accounting standards or interpretations for the current year[22]

证券代码：688295 证券简称：中复神鹰 公告编号：2023-026 中复神鹰碳纤维股份有限公司 关于召开 2022 年度业绩暨分红说明会的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 投资者可于 2023 年 4 月 7 日（星期五）前将相关问题通过电子邮件形式 发送至公司邮箱 stock@zfsycf.com.cn，公司将在说明会上对投资者普遍关注 的问题进行回答。 中复神鹰碳纤维股份有限公司（以下简称"公司"）已于 2023 年 3 月 22 日 发布公司 2022 年年度报告，为便于广大投资者更全面深入地了解公司 2022 年度 经营成果、财务状况，公司计划于 2023 年 4 月 10 日上午 10:00-11:00 召开 2022 年度业绩暨分红说明会（以下简称"业绩说明会"），就投资者关心的问题进行交 流。 一、说明会类型 本次业绩说明会以网络直播形式召开，公司将针对 2022 年度经营成果及财 务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范围内就投 资者普遍关注的问 ...

Financial Performance - The company achieved a net profit attributable to shareholders of 605,083,744.04 CNY for the year 2022, with a distributable profit of 521,001,716.70 CNY as of December 31, 2022[4]. - The proposed cash dividend is 1.00 CNY per 10 shares, totaling 90,000,000.00 CNY (including tax) based on a total share capital of 900,000,000 shares[4]. - The company's operating revenue for 2022 reached ¥1,994,807,849.32, representing a 70.00% increase compared to ¥1,173,437,395.02 in 2021[18]. - Net profit attributable to shareholders for 2022 was ¥605,083,744.04, a 117.09% increase from ¥278,720,383.67 in the previous year[18]. - The net cash flow from operating activities increased by 177.63% to ¥835,140,987.52, driven by increased sales from the Xining 10,000-ton carbon fiber project[20]. - The company's total assets grew by 94.60% to ¥7,247,371,904.63, primarily due to new investments and increased net profit[18]. - Basic earnings per share rose to ¥0.69, a 97.14% increase from ¥0.35 in 2021[19]. - The net assets attributable to shareholders increased by 273.76% to ¥4,617,082,225.89, mainly due to funds raised from the IPO and increased net profit[20]. - The company reported a quarterly operating revenue of ¥589,480,151.52 in Q3 2022, with a net profit of ¥203,698,703.51 for the same period[22]. - The company achieved a consolidated revenue of CNY 1,994,807,849.32, representing a year-on-year growth of 70.00%[71]. - Net profit attributable to shareholders reached CNY 605,083,700, with a year-on-year increase of 117.09%[70]. - The net cash flow from operating activities was CNY 835,140,987.52, up 177.63% compared to the previous year[71]. Research and Development - The R&D expenditure as a percentage of operating revenue increased to 7.76%, up by 2.72 percentage points from the previous year[19]. - The company achieved a significant increase in R&D investment, totaling approximately ¥154.77 million, which represents a 161.78% increase compared to the previous year[46]. - R&D investment accounted for 7.76% of total revenue, up from 5.04% in the previous year, indicating a strategic focus on innovation[46]. - The company applied for a total of 135 new patents during the reporting period, including 52 invention patents and 82 utility model patents[44]. - The company has established a comprehensive R&D management system to enhance its technological innovation capabilities[31]. - The company is focused on enhancing its R&D efforts to develop new technologies and products, ensuring sustainable growth and innovation[27]. - The company has made significant progress in the research and development of T800-grade carbon fiber, which has received pre-approval from China Commercial Aircraft Corporation[41]. - The company has achieved a major technological breakthrough in the dry-jet wet-spinning process, reaching international advanced levels in carbon fiber production technology[40]. Production and Capacity - The company achieved a production capacity exceeding 10,000 tons for the first time, marking a significant milestone in its manufacturing capabilities[27]. - The company plans to launch the second phase of its 14,000 tons/year high-performance carbon fiber project in Xining in 2023, further enhancing its production capabilities[37]. - As of December 31, 2022, the company's production capacity reached 14,500 tons per year, including 3,500 tons per year at the Lianyungang headquarters and 11,000 tons per year from the Xining project, which commenced production in May 2022[57]. - The production volume of carbon fiber reached 10,639.75 tons, reflecting a year-on-year increase of 68.00%[75]. - The sales volume of carbon fiber was 9,374.31 tons, which is a 52.65% increase compared to the previous year[75]. Market and Strategic Positioning - The company is actively expanding applications of its products in aerospace, new energy vehicles, and wind turbine blades, addressing domestic demand across various sectors[30]. - The company signed strategic cooperation agreements with leading firms such as Longi Green Energy and Faurecia, enhancing its market position in the aerospace and new energy sectors[27]. - The company is focused on expanding its market presence in aerospace, pressure vessels, and photovoltaic sectors with its advanced carbon fiber products[50]. - The domestic carbon fiber market is experiencing increasing demand due to the rapid development of green energy and new material industries[35]. - The company is expanding its market presence in Southeast Asia, aiming for a 25% market share by 2025[105]. Governance and Compliance - The company has a comprehensive governance structure in place, with all board members present at the meeting[3]. - The company has established a robust internal control system in compliance with regulations, ensuring effective management and protection of shareholder interests[132]. - The company has established specialized committees, including an audit committee and a strategic committee, to enhance governance[117]. - The company has a structured approach to investor relations, including performance release meetings and digital platforms for communication[166]. - The company has committed to transparency and accountability in its financial reporting and will adhere to regulatory requirements[192]. Environmental and Social Responsibility - The company has committed to integrating green development and ESG principles into its operations to achieve long-term sustainability goals[146]. - The company invested 3,215,000 RMB in environmental protection during the reporting period[138]. - The company has established 17 environmental management systems to ensure compliance with ecological and environmental protection responsibilities[150]. - The company has implemented online monitoring for VOCs, COD, ammonia nitrogen, and pH levels to ensure accurate environmental data[143]. - The company was awarded the title of "Green Factory" in 2022, reflecting its commitment to environmental protection and sustainable development[153]. Risks and Challenges - The company faces risks related to fluctuations in raw material and energy prices, particularly for acrylonitrile, which is significantly influenced by international oil prices[62]. - The company's future profitability is subject to various factors, including macroeconomic conditions and industry competition, which could lead to revenue and net profit declines[64]. - The domestic carbon fiber market is expected to see intensified competition due to increased production capacity and the rapid growth of demand, which may impact the company's profitability[68]. Employee and Management - The total number of employees in the parent company and major subsidiaries is 3,205, with 1,194 in the parent company and 2,011 in subsidiaries[123]. - The company conducted 667 training sessions in 2022, with a total of 17,610 participants, achieving its annual training goals[125]. - The company has implemented a salary management system that prioritizes R&D and efficiency, ensuring fair and just compensation distribution[124]. - The total remuneration for all directors, supervisors, and senior management at the end of the reporting period amounted to CNY 15.008 million[111]. Future Outlook - The company provided a positive outlook for 2023, projecting a revenue growth of 25% based on new product launches and market expansion strategies[106]. - The company plans to accelerate the construction of key projects to maximize scale effects and achieve full production capacity[95]. - The company will focus on high-quality development and strengthen its research and development efforts to meet key performance indicators in high-strength and high-modulus carbon fiber[95].

Financial Performance - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB for the first half of 2022, representing a year-on-year growth of 25%[1]. - The company's operating revenue for the first half of 2022 reached ¥862,694,845.24, representing a year-on-year increase of 126.39% due to the gradual release of production capacity from the Xining 10,000-ton carbon fiber project[14]. - Net profit attributable to shareholders increased by 82.10% year-on-year to ¥219,947,984.80, driven by sales growth during the reporting period[16]. - The net cash flow from operating activities surged by 456.83% to ¥624,642,920.90, attributed to increased sales scale and government subsidies received[16]. - The company's net assets grew by 242.58% year-on-year to ¥4,231,946,466.65, primarily due to funds raised from the public offering and increased net profit[16]. - Total assets increased by 91.21% year-on-year to ¥7,121,222,650.07, reflecting new investments and net profit growth[16]. - Basic earnings per share rose by 73.33% to ¥0.26, while diluted earnings per share also increased by the same percentage[15]. - The company achieved a significant increase in R&D investment, totaling ¥54,097,355.47, which represents a 238.73% increase compared to the same period last year[32]. - The company achieved a consolidated revenue of 862.69 million yuan, representing a year-on-year growth of 126.39%[58]. - The net profit attributable to shareholders was 219.95 million yuan, an increase of 82.10% compared to the previous year[58]. Market Expansion and Strategy - User data indicates that the company has expanded its customer base by 15%, reaching a total of 500,000 active users by the end of June 2022[1]. - The company has set a future outlook with a revenue target of 2.5 billion RMB for the full year 2022, which would require a growth rate of approximately 20% in the second half of the year[1]. - The company is actively pursuing market expansion strategies, targeting a 10% increase in market share within the aerospace sector by the end of 2022[1]. - The company is focusing on expanding its market presence in aerospace and other high-end sectors through innovative product development[34]. - The company has signed strategic agreements with clients across various sectors, enhancing business stability amid rising demand for carbon fiber[22]. Research and Development - Research and development investments have increased by 40% compared to the previous year, focusing on innovative carbon fiber applications[1]. - R&D investment accounted for 6.27% of total revenue, up from 4.19% in the previous year, reflecting a 2.08% increase[32]. - The company has applied for 35 new patents during the reporting period, including 13 invention patents and 22 utility model patents, with a total of 182 patents held[31]. - The company has expanded its R&D personnel from 132 to 192, with the average salary for R&D staff increasing to ¥8.12[36]. - The company has achieved significant technological advancements, including the establishment of a thousand-ton level dry-jet wet spinning production line with independent intellectual property rights[25]. Sustainability and Environmental Commitment - The company has reaffirmed its commitment to sustainability, aiming to reduce carbon emissions by 15% in its production processes by 2025[1]. - The company has implemented a resource recycling strategy for solid waste, enhancing resource utilization efficiency[74]. - The company has committed to reducing carbon emissions through energy recovery improvements, expected to be operational in the second half of 2022[80]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[78]. - The company adheres to environmental protection regulations, ensuring compliance with the "three simultaneous" system for project management[75]. Risks and Challenges - The company has identified potential risks, including supply chain disruptions, which could impact production timelines and costs[1]. - The gross profit margin is at risk due to potential fluctuations in market supply and demand, as well as competition from both domestic and international carbon fiber producers[57]. - The company is heavily reliant on government subsidies and tax incentives, which could impact future performance if policies change[56]. - The company faces risks related to raw material price volatility, particularly for acrylonitrile, which is influenced by international oil prices[52]. - The competitive landscape in the domestic carbon fiber market is intensifying, with an increase in both domestic production capacity and imported supply[54]. Shareholder and Governance Commitments - The company reported a commitment from its controlling shareholder to not transfer or manage shares for 36 months post-IPO, ensuring stability in shareholding[85]. - The company has pledged that any share reduction after the lock-up period will not be below the issuance price, maintaining investor confidence[85]. - The company will extend the lock-up period by 6 months if the stock price falls below the issuance price for 20 consecutive trading days within the first 6 months post-IPO, providing additional protection for investors[85]. - The company has committed to comply with regulations regarding shareholding and reduction as stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange[87]. - The company has established a governance mechanism to ensure that controlled entities comply with commitments to avoid competition[106]. Financial Structure and Capital Management - The company plans to use the raised funds for permanent working capital replenishment or repayment of bank loans, which is currently not applicable[139]. - The total amount used by the company, its controlling shareholders, and senior management for share repurchase or increase has reached the upper limit[95]. - The company has established a detailed management system for the raised funds to ensure legal compliance and safeguard investor interests[97]. - The company will implement a stable profit distribution policy, prioritizing cash dividends to enhance transparency and operational feasibility[97]. - The company has committed to optimizing its governance structure and internal controls to improve operational performance and manage financial risks[98].