海螺（安徽）节能环保新材料股份有限公司 募集资金管理办法 （2025年10月修订） 第一章 总 则 第一条 为规范海螺（安徽）节能环保新材料股份有限公司（以下称"公司"） 募集资金的管理和使用，保护投资者的权益，根据《中华人民共和国公司法》《中 华人民共和国证券法》《上市公司募集资金监管规则》《深圳证券交易所股票上 市规则》《深圳证券交易所上市公司自律监管指引第1号—主板上市公司规范运 作》等法律、行政法规、部门规章、业务规则及《公司章程》的相关规定，结合 公司实际情况，制定本办法。 第二条 本办法所指募集资金是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，但不包括公司为实施股权激励 计划募集的资金。本办法所指超募资金是指实际募集资金净额超过计划募集资金 金额的部分。 第三条 公司募集资金应当专款专用。使用募集资金应当符合国家产业政策 和相关法律法规，践行可持续发展理念，履行社会责任，原则上应当用于主营业 务，有利于增强公司竞争能力和创新能力。募集资金不得用于持有财务性投资， 也不得直接或者间接投资于以买卖有价证券为主要业务的公司。 第四条 公司董事会应负责建立健全募集资金 ...

海螺（安徽）节能环保新材料股份有限公司 关联交易管理制度 （2025年10月修订） 第一章 总 则 第一条 为规范海螺（安徽）节能环保新材料股份有限公司（以下简称"公 司"）的关联交易行为，保证公司与关联方之间所发生的关联交易符合公平、公 开、公允的原则，充分保障股东特别是中小股东和公司的合法权益，依据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《企业会计 准则》《深圳证券交易所股票上市规则》和《海螺（安徽）节能环保新材料股份 有限公司章程》的有关规定，结合公司实际情况，特制订本制度。 第二条 公司应加强对关联交易的管理，按要求做好关联交易协议的签订、 履约和监督。 第三条 本制度所称"关联交易"是指公司或者其控股子公司与公司关联人 之间发生的转移资源或义务的事项，包括但不限于下列事项： 公司董事会秘书室负责根据相关规定，建立完善公司关联交易管理相关制 度，指导、督促、检查各专业部门规范关联交易管理；负责组织将关联交易的议 案提交董事会、股东会审批，并履行信息披露义务。 公司财务部负责关联交易的会计记录、核算、报告及统计分析工作，并按月 度报董事会秘书室。 各专业部门负责根据生产经营 ...

第四条 审计室为公司内部审计机构，在公司党委、董事会直接领导下开展 内部审计工作，向董事会审计委员会报告工作。 第五条 内部审计机构和审计人员不受其他部门、单位和个人的干预，也不 得参与可能影响独立、客观履行审计职责的工作，不得干预、插手被审计单位及 其相关单位的正常生产经营和管理活动。内部审计人员办理审计事项时，若与被 审计单位或者审计事项有利害关系的，应当回避。 第六条 内部审计机构应当合理配备内部审计人员，配备内部审计人员应严 格录用标准，以满足审计全覆盖的要求。 海螺（安徽）节能环保新材料股份有限公司 内部审计管理办法 第一章 总 则 第一条 为加强内部审计工作，明确审计职责，规范审计行为，提高审计效 率，加大审计结果的督办力度，保证审计质量和效果，充分发挥内部审计作用， 根据《中华人民共和国审计法》《审计署关于内部审计工作的规定》《内部审计 准则》等有关法律法规规定，结合海螺（安徽）节能环保新材料股份有限公司（以 下简称"公司"）实际情况，制定本办法。 第二条 本办法所称内部审计，是指内部审计机构依据国家法律法规和公司 规章制度，对公司及所属单位财务收支、经济活动、内部控制、风险管理实施独 立、客观 ...

海螺（安徽）节能环保新材料股份有限公司 信息披露管理制度 （2025年10月修订） 第一章 总 则 第一条 为加强海螺（安徽）节能环保新材料股份有限公司（以下简称"公司"） 信息披露管理工作，规范公司的信息披露行为，确保信息披露的公平性，保护投资者 的合法权益，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 信息披露管理办法》《上市公司治理准则》《深圳证券交易所股票上市规则》（以下 简称"《上市规则》"）等法律、行政法规和《海螺（安徽）节能环保新材料股份有 限公司章程》（以下简称"公司《章程》"）的有关规定，特制定本制度。 1 第二条 本制度所称"信息"是指所有对公司股票价格可能产生重大影响的信息 以及证券监管部门要求披露的信息；本制度所称"披露"是指在规定的时间内、在规 定的媒体上、以规定的方式向社会公众公布前述的信息，并按规定报送证券监管部门。 第三条 本制度所称信息披露义务人，是指公司及其董事、高级管理人员、股东、 实际控制人，收购人，重大资产重组、再融资、重大交易有关各方等自然人、单位及 其相关人员，破产管理人及其成员，以及法律、行政法规和中国证监会规定的其他承 担信息披露义务的主体。 ...

Core Viewpoint - The construction materials industry in China is facing significant challenges due to declining prices and demand, leading to increased losses and structural issues. The government has introduced a growth stabilization plan for 2025-2026 to enhance profitability and promote green and digital development in the sector [5][6]. Group 1: Industry Challenges - The construction materials industry is a crucial foundation for the national economy, but recent years have seen a decline in prices for key products like cement and glass, resulting in an expanded loss margin and highlighted structural problems [3]. - In 2024, the domestic cement industry's profit is projected to be 26.6 billion yuan, a nearly 90% drop from the historical high of 186.7 billion yuan in 2019. The demand has reverted to levels seen before 2010, necessitating a restructuring of competitive order [7]. - From January to September 2025, domestic cement production was 1.259 billion tons, a year-on-year decrease of 5.2%, with prices continuing to decline [7]. Group 2: Government Initiatives - The Ministry of Industry and Information Technology and five other departments issued the "Construction Materials Industry Stabilization Growth Work Plan (2025-2026)," aiming for a significant improvement in profitability and a target of over 300 billion yuan in revenue from green building materials by 2026 [5]. - The plan emphasizes strict capacity control, nurturing emerging markets, and accelerating green production to transition towards high-quality, low-carbon development [5][8]. Group 3: Capacity Control Measures - To address the sluggish market, the industry is implementing strict capacity control measures. For instance, Conch Cement has increased the number of days its production lines are idled and has eliminated 16 production lines, accounting for over 22% of the total capacity eliminated in the industry [8][9]. - By the end of 2025, it is expected that 10% of the total cement capacity will be eliminated, with the concentration of capacity among the top ten companies rising from 56.5% to over 65% [9]. Group 4: Innovation and Market Development - Companies are diversifying their operations to mitigate risks and foster new growth points. For example, Conch New Materials is acquiring a 51% stake in a plastic products company to enhance synergy and expand into new markets [11]. - The cement industry is increasingly exploring horizontal expansions into aggregates and vertical extensions into concrete, leveraging synergies for competitive advantage [12]. Group 5: Green and Low-Carbon Initiatives - The industry is advancing towards green and low-carbon production through technological innovations, such as the transition to natural gas in glass production, which has reached 65% of total capacity [15]. - The cement sector is adopting carbon capture technologies and optimizing energy consumption, with the proportion of green and smart factories increasing to over 68% [15][16].

Core Viewpoint - The construction materials industry in China is facing significant challenges due to declining prices and increased losses, prompting the government to implement a growth stabilization plan aimed at enhancing profitability and promoting green and digital development by 2026 [1][2]. Industry Overview - The construction materials sector is crucial for national economic growth, but recent years have seen a downturn in prices for key products like cement and glass, leading to an expanded loss margin and structural market issues [1]. - The Ministry of Industry and Information Technology, along with five other departments, has issued a plan targeting a significant increase in the profitability of the construction materials industry over the next two years, with a goal of exceeding 300 billion yuan in revenue from green building materials by 2026 [1]. Market Conditions - In 2024, the total profit for the domestic cement industry is projected to be 26.6 billion yuan, a decline of approximately 90% compared to the historical peak of 186.7 billion yuan in 2019 [1]. - Cement production from January to September 2025 was only 1.259 billion tons, reflecting a year-on-year decrease of 5.2% due to reduced demand from real estate and infrastructure investments [1]. Price Trends - The price of cement has been on a downward trend since 2025, with the price of P.O 42.5 bulk cement hitting a yearly low of 267.11 yuan per ton in mid-August [2]. - The glass industry has also experienced a decline in prices, with the price of float glass reaching a historical low in September 2024, followed by a slight rebound before falling again in 2025 [2]. Capacity Control Measures - The cement industry is actively responding to market challenges by implementing strict capacity controls, with a significant increase in kiln shutdown days and the elimination of inefficient production lines [2][3]. - As of September 2025, the company has shut down 16 production lines, accounting for over 22% of the total capacity eliminated in the industry [2]. Diversification and Innovation - Companies are diversifying their operations by expanding into new markets and industries, such as aluminum and eco-friendly home products, to mitigate reliance on traditional construction materials [5][6]. - The cement industry is also exploring horizontal and vertical expansions into related sectors, leveraging synergies to enhance competitive advantages [6]. Green and Low-Carbon Development - The industry is increasingly focusing on green and low-carbon production methods, with many companies adopting natural gas as a fuel source, which is expected to improve product quality [8]. - The implementation of carbon capture technologies and digital management systems is helping to significantly reduce energy consumption and carbon emissions in cement production [8]. Policy Support - The government is providing support through subsidies, tax reductions, and green finance initiatives to encourage construction material companies to expand their green production capabilities and phase out outdated capacities [9].

Core Viewpoint - The stock of Conch New Materials has shown a positive trend with a 4.72% increase year-to-date and a notable rise of 9.52% over the last five trading days, indicating potential investor interest and market confidence in the company [1]. Financial Performance - For the first half of 2025, Conch New Materials reported a revenue of 2.401 billion yuan, reflecting a year-on-year decrease of 9.70%. The net profit attributable to shareholders was -28.9982 million yuan, a significant decline of 140.75% compared to the previous period [2]. - The company has cumulatively distributed 501 million yuan in dividends since its A-share listing, with no dividends paid in the last three years [3]. Stock Market Activity - As of October 24, the stock price of Conch New Materials reached 6.44 yuan per share, with a trading volume of 42.4792 million yuan and a turnover rate of 1.87%. The total market capitalization stands at 2.841 billion yuan [1]. - The stock has appeared on the "Dragon and Tiger List" once this year, with the last occurrence on January 3 [1]. Shareholder Information - As of June 30, the number of shareholders for Conch New Materials was 30,300, a decrease of 6.77% from the previous period. The average number of circulating shares per person increased by 7.26% to 11,863 shares [2]. Business Overview - Conch New Materials, established on October 16, 1996, and listed on October 23, 1996, is located in Wuhu City, Anhui Province. The company specializes in the manufacturing and sales of plastic profiles, boards, doors and windows, hardware products, and steel keel [1]. - The main revenue sources for the company include aluminum profiles (50.67%), plastic profiles and boards (24.21%), environmental new materials (9.88%), doors and windows (7.69%), and other industries and services (7.54%) [1].

Core Viewpoint - The acquisition of a 51% stake in North China Plastics by Conch (Anhui) Energy-saving and Environmental Protection New Materials Co., Ltd. is a strategic move to diversify its business and address growth challenges in the PVC industry [1][2] Group 1: Acquisition Details - Conch New Materials plans to acquire North China Plastics for 95.27 million yuan, making it a subsidiary and consolidating it into the company's financial statements [1] - The acquisition reflects the company's strategy to transition from traditional PVC products to high-value polymer materials, addressing the current industry bottleneck [1][2] Group 2: Industry Context - The PVC industry is experiencing a bottleneck, with domestic inventory at 1.3005 million tons, a 1.11% increase month-on-month, and social inventory at 953,700 tons, a 2.03% increase [1] - Conch New Materials reported a revenue of 2.401 billion yuan for the first half of 2025, a 9.70% year-on-year decline, and a net loss of 28.9982 million yuan [1] Group 3: Strategic Benefits - North China Plastics specializes in high polymer low-noise rollers and modified ultra-high molecular weight polyethylene products, which complement Conch's downstream market [1] - The combination of North China Plastics' R&D capabilities and Conch's production technology can help overcome barriers to high-end products and reduce reliance on traditional PVC [2] - The acquisition is expected to create new profit growth points for Conch New Materials and alleviate losses in its main business [2] Group 4: Valuation Insights - As of July 31, 2025, the total equity value of North China Plastics was assessed at 187 million yuan, with an appraisal increment of 48.2577 million yuan, resulting in a 34.83% increase [2] - The valuation includes 5 authorized invention patents and 31 utility model patents, with a technology-related intangible asset appraisal increment of 16 million yuan [2]

Group 1 - Pingzhi Information has been selected as the eighth candidate for the "2025 China Unicom General Server Centralized Procurement Project" with a bid amount of approximately 451 million yuan [1] - The project involves the procurement of general servers primarily for cloud computing infrastructure [1] - Pingzhi Information was established in November 2002 and focuses on communication equipment, computing power, and operator equity products [1] Group 2 - Betta Pharmaceuticals has submitted an application for the issuance of H shares and listing on the Hong Kong Stock Exchange [2] - Betta Pharmaceuticals was founded in January 2003 and specializes in the production and sales of innovative drugs [2] Group 3 - Guangli Micro plans to sign an agreement with Zhejiang University to establish a joint research center for silicon photonics technology and measurement equipment [3] - The company will invest no less than 15 million yuan over three years for the center's development [3] - Guangli Micro was founded in August 2003 and provides a range of services including integrated circuit manufacturing and design [3] Group 4 - Shanhe Pharmaceutical's controlling shareholder and actual controller has changed due to the passing of Yin Zhenglong, with his wife and daughter inheriting shares [4] - After the change, Wu Changhong holds 20.172% of the total shares, while Yin Zhiya holds 6.724% [4] - Shanhe Pharmaceutical was established in April 2001 and focuses on the research, production, and sales of pharmaceutical excipients [5] Group 5 - Hengwei Technology plans to acquire 75% of Shanghai Shuhang Information Technology Co., Ltd. through a combination of share issuance and cash payment [6] - The acquisition will make Shuhang Technology a subsidiary of Hengwei Technology [6] - Hengwei Technology was founded in March 2003 and specializes in intelligent system solutions [7] Group 6 - Shougang Co. intends to repurchase its A-shares for an amount between 260 million yuan and 520 million yuan [8] - The repurchase will be used for implementing an equity incentive plan [8] - Shougang Co. was established in October 1999 and focuses on the production and sales of steel products [9] Group 7 - Pulit plans to build a 6GWh sodium-ion battery production base in Sichuan with a total investment of approximately 800 million yuan [10] - The project will be constructed in two phases, with the first phase having a capacity of 2GWh [10] - Pulit was founded in October 1999 and specializes in high polymer new materials and battery production [10] Group 8 - Saisir has proposed a cash dividend of 3.1 yuan per 10 shares for its A-share shareholders [10] - Saisir was established in May 2007 and focuses on the research, manufacturing, and sales of new energy vehicles [10] Group 9 - Guangyang Co. plans to establish a wholly-owned subsidiary for the development of precision components for robots [11] - The investment is part of a project to produce high-end components for new energy vehicles and robots [11] - Guangyang Co. was founded in April 1995 and specializes in precision components for various vehicles and equipment [11] Group 10 - Conch New Materials intends to acquire a 51% stake in North China Industrial Plastics Co., Ltd. for approximately 95.27 million yuan [12] - The acquisition will make North China Plastics a subsidiary of Conch New Materials [12] - Conch New Materials was established in October 1996 and focuses on the production and sales of plastic profiles and aluminum profiles [12] Group 11 - Daikin Heavy Industries has submitted an application for H-share issuance and listing on the Hong Kong Stock Exchange [13] - The company specializes in the production and sales of offshore wind power equipment [13] - Daikin Heavy Industries was founded in September 2003 [13] Group 12 - Tengya Precision plans to invest up to 8 million USD to establish a subsidiary in Vietnam for the production of garden robots and electric tools [14] - The project will involve leasing a factory in Dong Nai Province [14] - Tengya Precision was established in August 2000 and focuses on power tools and building hardware [15] Group 13 - Luoxin Pharmaceutical plans to raise up to 207 million yuan through a private placement for innovative drug research and development [16] - The funds will primarily support clinical research for specific innovative drugs [16] - Luoxin Pharmaceutical was founded in May 1998 and specializes in pharmaceutical product development [17] Group 14 - *ST Guohua's subsidiary has become the first candidate for a project with a bid of 236 million yuan [18] - The project involves a 90-day construction period [18] - *ST Guohua was established in May 1986 and focuses on mobile network security [19] Group 15 - Su Chen Technology plans to acquire 60% of Likong Technology for a total price of 192 million yuan [20] - The acquisition will make Likong Technology a secondary subsidiary of Su Chen Technology [20] - Su Chen Technology was founded in February 2006 and specializes in CAE software development [21] Group 16 - Qingmu Technology's major shareholder plans to reduce their stake by up to 276,000 shares [22] - The reduction is due to the shareholder's financial needs [22] - Qingmu Technology was established in August 2009 and provides comprehensive e-commerce operation services [23] Group 17 - Tongda Sea plans to acquire 40% of Jiangsu Sufuda Data Technology Co., Ltd. for 25.64 million yuan [24] - The acquisition will result in Tongda Sea holding 100% of Sufuda [24] - Tongda Sea was founded in March 1995 and provides information technology services for electronic government affairs [24] Group 18 - Rongsheng Development has signed a memorandum of cooperation to promote the development of the seaplane industry [25] - The cooperation will focus on infrastructure construction and talent training [25] - Rongsheng Development was established in December 1996 and specializes in real estate development [26] Group 19 - Jinma Amusement plans to repurchase 16.52% of its subsidiary for 60 million yuan [28] - The repurchase will convert the subsidiary into a wholly-owned entity [28] - Jinma Amusement was founded in November 2007 and focuses on amusement facilities and projects [28] Group 20 - Huilv Ecology plans to acquire 49% of Junheng Technology for 1.127 billion yuan [29] - The acquisition will make Junheng Technology a wholly-owned subsidiary [29] - Huilv Ecology was established in January 1990 and specializes in optical communication products and landscape engineering [30]

Performance Forecasts - Yinglian Co., Ltd. expects a net profit growth of 1531.13% to 1672.97% year-on-year for the first three quarters [1] - Dalian Heavy Industry anticipates a net profit growth of 19.91% to 28.52% year-on-year for the first three quarters [1] Project Investments - Wharton Technology plans to invest in the enhancement of membrane materials and membrane components [1] - Jiufeng Energy intends to invest in a coal-to-natural gas project in Xinjiang [1] Contract Awards - Qiaoyin Co., Ltd. is pre-awarded a contract worth approximately 512 million yuan for integrated sanitation operations in Laishui County, Baoding City, Hebei Province [1] - Dash Smart signed a contract for a smart hospital project worth 113 million yuan [1] Equity Acquisitions - Conch New Materials plans to acquire 51% equity in North China Plastics [1] - Suochen Technology intends to acquire 60% equity in Likong Technology [1] - Jingye Intelligent plans to acquire 51% equity in Hefei Shengwen for 108 million yuan [1] - Landi Group plans to acquire 20.1667% equity in Jujia Technology for 121 million yuan [1] Share Buybacks - Hanshuo Technology plans to repurchase shares worth between 150 million yuan and 300 million yuan [2] - Youke De intends to spend between 8 million yuan and 10 million yuan on share buybacks [2] H-Shares - Jinghe Integrated Circuit has submitted an application for H-share issuance and listing on the Hong Kong Stock Exchange [2] - Lingyi Manufacturing is planning to issue H-shares and list on the Hong Kong Stock Exchange [2] - Changchun High-tech has submitted an application for the issuance of H-shares [2] Shareholding Changes - Senba Sensor's actual controller plans to reduce holdings by no more than 1.09% [3] - Erkang Pharmaceutical's controlling shareholder intends to reduce holdings by no more than 2.04% [3] - Andeli's BVI Donghua plans to reduce holdings by no more than 1.00% [3] - Zhiyang Innovation's controlling shareholder and its concerted actioner plan to reduce a total of no more than 4.225 million shares [3] - Xizi Clean Energy's chairman plans to increase holdings by 30 million to 50 million yuan [3] Other Activities - Luoxin Pharmaceutical plans to raise no more than 842 million yuan for innovative drug research and development projects [3] - Huaxin Xinchang has received project designation notification from Jiangqi Group [3] - Jinpu Garden plans to raise no more than 129 million yuan through a private placement to Nanjing Lisen [3]