Audit Opinion - The audit report states that the financial statements of Jiangsu Farsen Co., Ltd. fairly reflect the financial position and operating results for the years ending December 31, 2024, 2023, and 2022 [2][3]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to the inherent risk of management manipulating the timing of revenue recognition to meet specific targets [3][4]. - Goodwill impairment testing is another key audit matter, with the reported goodwill balance as of December 31, 2024, being 308.26 million yuan, and impairment provisions for the years 2024, 2023, and 2022 being 232.39 million yuan, 213.57 million yuan, and 51.10 million yuan respectively [5][6]. - Inventory, fixed assets, and intangible assets impairment are also recognized as key audit matters, with fixed asset impairment losses of 3.75 million yuan, 48.79 million yuan, and 0.00 million yuan for the years 2024, 2023, and 2022 respectively [6][7]. Company Overview - Jiangsu Farsen Co., Ltd. was established on March 18, 1993, originally named Jiangyin Steel Wire Co., Ltd., and is primarily engaged in the production and sale of various steel wire products and environmental protection equipment [10][11]. - The company has undergone several capital increases and changes in shareholding structure, with the current registered capital being 419.50 million yuan as of December 31, 2024 [12][13]. Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and comply with the relevant accounting standards and regulations [13][14]. - The company adopts the accrual basis of accounting, with historical cost as the measurement basis for most assets, and impairment provisions are made when necessary [14][15]. Accounting Policies - The company has established specific accounting policies and estimates based on its operational characteristics, which are detailed in the financial statements [14][15]. - The company recognizes business combinations based on control, distinguishing between same-control and non-same-control mergers, with specific accounting treatments for each type [15][16].

Audit Opinion - The audit report states that the financial statements of Jiangsu Farsen Co., Ltd. fairly reflect its financial position as of December 31, 2024, and its operating results and cash flows for the year 2024 in accordance with accounting standards [2][3]. Key Audit Matters - Revenue recognition is identified as a key audit matter, with reported revenue for 2024 amounting to 312.27 million yuan. The inherent risk of management manipulating revenue recognition timing to meet specific targets is highlighted [3][4]. - Goodwill impairment testing is another key audit matter, with a reported goodwill balance of 308.26 million yuan and cumulative impairment provision of 232.39 million yuan, resulting in a carrying value of 75.87 million yuan. The testing results depend significantly on management's estimates and assumptions regarding future cash flows and discount rates [4][5]. - Inventory, fixed assets, and intangible assets impairment are also recognized as key audit matters due to the significant amounts involved and the complexity of the impairment testing process [5]. Company Overview - Jiangsu Farsen Co., Ltd. was established on March 18, 1993, originally named Jiangyin Steel Wire Co., Ltd. The company was founded by Farsen Group and several other entities, with an initial registered capital of 60 million yuan [9][10]. - The company has undergone several capital increases and stock distributions, with the current registered capital amounting to 419.50 million yuan as of December 31, 2024 [11][12]. Business Segments - The company operates primarily in two business segments: metal products, which include various steel wire products, and environmental protection, focusing on the development and management of waste leachate treatment equipment [12]. Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and in accordance with the relevant accounting standards issued by the Ministry of Finance [13][14]. Accounting Policies - The company employs specific accounting policies and estimates tailored to its operational characteristics, ensuring compliance with accounting standards and reflecting its financial position accurately [13][14]. Financial Asset Classification - Financial assets are classified into categories based on the management's business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [29][30]. Foreign Currency Transactions - The company translates foreign currency transactions at the exchange rate on the transaction date and applies specific methods for monetary and non-monetary items [26][27]. Impairment Testing - The company conducts impairment testing for assets, including goodwill and inventory, based on management's estimates and assumptions, ensuring compliance with accounting standards [4][5]. Corporate Governance - The management is responsible for preparing financial statements that fairly present the company's financial position and for maintaining necessary internal controls to prevent material misstatements [6][7]. Audit Responsibilities - The auditors are tasked with obtaining reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error, and to communicate key audit matters to the governance body [7][8].

江苏法尔胜股份有限公司 前次募集资金使用情况的鉴证报告 中兴华会计师事务所(特殊普通合伙) ZHONGXINGHUA CERTIFIED PUBLIC ACCOUNTANTS LLP 地址：北京市丰台区丽泽路 20 号丽泽 SOHO Ｂ座 20 层 邮编：100073 电话：(010) 51423818 传真：(010) 51423816 目 录 一、鉴证报告 二、前次募集资金使用情况报告 中兴华会计师事务所（特殊普通合伙） ZHONGXINGHUA CERTIFIED PUBLIC ACCOUNTANTS LLP 地 址 （ l o c a t i o n ）： 北 京 市 丰 台 区 丽 泽 路 2 0 号 丽 泽 S O H O B 座 20 层 电 话 （ t e l ）： 0 1 0 - 5 1 4 2 3 8 1 8 传 真 （ f a x ）： 0 1 0 - 5 1 4 2 3 8 1 6 关于江苏法尔胜股份有限公司 我们审核了后附的江苏法尔胜股份有限公司（以下简称"法尔胜股份"）编制 的截至 2025 年 3 月 31 日的《前次募集资金使用情况的专项报告》。 一、董事会的责任 法尔胜股份董 ...

江苏法尔胜股份有限公司 江苏法尔胜股份有限公司全体股东： 根据《企业内部控制基本规范》及其配套指引的规定和其他内部控制监管要 求（以下简称企业内部控制规范体系），结合本公司（以下简称公司）内部控制 制度和评价办法以及经营管理实际状况，在内部控制日常监督和专项监督的基础 上，我们对公司2025年03月31日（内部控制评价报告基准日）的内部控制有效性 进行了评价。 一、重要声明 公司全体董事、监事及高级管理人员承诺内部控制自我评价报告不存在任何 虚假、误导性陈述或重大遗漏，并保证所披露信息的真实、准确与完整。 内部控制职责：公司董事会负责建立健全并有效实施内部控制；监事会对董 事会建立与实施内部控制进行监督；经营层负责组织领导公司内部控制的日常运 行。 内部控制目标：合理保证经营合法合规、资产安全、财务报告及相关信息真 实完整，提高经营效率和效果，促进实现发展战略。由于内部控制存在固有局限 性，故仅能对实现上述目标提供合理保证。 二、内部控制评价结论 根据公司财务报告内部控制重大缺陷的认定情况，于内部控制评价报告基准 日，公司不存在财务报告内部控制重大缺陷，董事会认为，公司已按照企业内部 控制规范体系和相关规定的 ...

江苏法尔胜股份有限公司全体股东： （2025）第 020053 号 江苏法尔胜股份有限公司 内部控制审计报告书 中兴华会计师事务所(特殊普通合伙) ZHONGXINGHUA CERTIFIED PUBLIC ACCOUNTANTS LLP 地址：北京市丰台区丽泽路 20 号丽泽 SOHO Ｂ座 20 层 邮编：100073 电话：(010) 51423818 传真：(010) 51423816 中兴华会计师事务所（特殊普通合伙） Z H O N G X I N G H U A C E RT I F I E D P U B L I C A C C O U N TA N T S LLP 地 址 （ l o c a t i o n ）： 北 京 市 丰 台 区 丽 泽 路 2 0 号 丽 泽 S O H O B 座 20 层 电 话 （ t e l ）： 0 1 0 - 5 1 4 2 3 8 1 8 传 真 （ f a x ）： 0 1 0 - 5 1 4 2 3816 内部控制审计报告 按照《企业内部控制审计指引》及中国注册会计师执业准则的相关要求，我们 审计了江苏法尔胜股份有限公司（以下简称"法尔胜股份"）2 ...

最近三年及一期非经常性损益的专项审核报告 江苏法尔胜股份股份有限公司 非经常性损益审核报告书 中兴华会计师事务所(特殊普通合伙) ZHONGXINGHUA CERTIFIED PUBLIC ACCOUNTANTS LLP 地址：北京市丰台区丽泽路 20 号丽泽 SOHO Ｂ座 20 层 邮编：100073 电话：(010) 51423818 传真：(010) 51423816 目 录 一、审核报告 二、审核报告附送 中兴华会计师事务所（特殊普通合伙） Z H O N G X I N G H U A C E RT I F I E D P U B L I C A C C O U N TA N T S L L P 地 址 （ l o c a t i o n ）： 北 京 市 丰 台 区 丽 泽 路 2 0 号 丽 泽 S O H O B 座 20 层 电 话 （ t e l ）： 0 1 0 - 5 1 4 2 3 8 1 8 传 真 （ f a x ）： 0 1 0 - 5 1 4 2 3 8 1 6 关于江苏法尔胜股份有限公司 中兴华核字（2025）第 020104 号 江苏法尔胜股份有限公司全体股东： 我们接 ...

Summary of the Issuance Plan Core Viewpoint The issuance plan by Jiangsu Fasten Company Limited aims to raise funds through a private placement to enhance its operational capabilities and financial stability, focusing on both metal products and environmental protection businesses. Group 1: Issuance Details - The company plans to issue up to 125 million shares, not exceeding 30% of the total share capital prior to the issuance [2][12][24] - The issuance price is set at 2.48 RMB per share, which is 80% of the average trading price over the 20 trading days prior to the pricing date [10][12][24] - The funds raised will be used entirely for replenishing working capital and repaying debts [10][30] Group 2: Background and Purpose - The steel wire industry in China faces structural overcapacity and intense competition, with high-end products still reliant on imports [8][9] - The issuance aims to support the company's transition towards technology innovation and green transformation, enhancing core competitiveness and sustainable profitability [9][10][30] Group 3: Financial Impact - The net proceeds from the issuance will significantly improve the company's asset structure and reduce financial risks, enhancing its debt repayment capacity [10][30] - Following the issuance, the controlling shareholder, Hongsheng Group, will increase its stake to 43.62%, ensuring stable control of the company [10][15][30] Group 4: Regulatory Compliance - The issuance plan has been approved by the company's board and requires further approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][16][30] - The company has established measures to address any potential dilution of immediate returns resulting from the issuance [5][10]

Core Viewpoint - Jiangsu Farsen Co., Ltd. plans to issue up to 125 million shares to specific investors to raise a maximum of 310 million yuan, aimed at enhancing capital strength and improving profitability [1][2][3] Group 1: Background and Purpose of the Issuance - The issuance is driven by the need for funding to support business development and enhance capital strength, particularly in the context of the steel wire industry, which faces structural overcapacity and intense competition in low-end products [1][2] - The steel wire industry is experiencing a shift towards high-end products, with increasing demand for high-performance steel wire in sectors like automotive manufacturing and renewable energy [1][2] - The issuance aims to provide sufficient funding for the company's operations and future growth, focusing on technological innovation and green transformation in both metal products and environmental protection businesses [2][3] Group 2: Financial Implications - The net proceeds from the issuance will be used to supplement working capital and repay debts, which will alleviate the company's debt pressure and improve its asset structure [3][5] - Following the issuance, the controlling shareholder, Hongsheng Group, will increase its stake to approximately 43.62%, reinforcing its control over the company [3][5] Group 3: Issuance Details - The shares to be issued are domestic listed ordinary shares (A shares) with a par value of 1.00 yuan per share, and the issuance price is set at 2.48 yuan per share [4][7] - The issuance complies with relevant regulations and has undergone necessary approval processes, including board and shareholder meetings [12][13] Group 4: Market and Industry Context - The environmental protection business, particularly in leachate treatment, is experiencing rapid growth driven by policy and technological advancements, with a focus on high-pollution scenarios [2][3] - The industry is characterized by a competitive landscape dominated by leading companies, while smaller firms focus on specialized services [2][3] Group 5: Future Growth Strategies - The company plans to enhance operational efficiency and reduce costs through improved management practices and technological upgrades [19] - Future growth will depend on low-carbon process innovations and digital management, with a focus on expanding into new markets and projects [2][19]

Group 1 - The board of directors of Jiangsu Farsen Co., Ltd. held a meeting to discuss and approve several key matters, including the revision of the 2025 stock issuance plan due to a transfer of shares among controlling shareholders [1][2] - The independent directors held a special meeting to review and approve the revised stock issuance plan and the report on the use of previously raised funds, with all votes in favor [2][4] - The company engaged Zhongxinghua Accounting Firm to audit its internal control and issue relevant reports, which were also approved by the audit committee with unanimous support [3][4] Group 2 - The company provided detailed explanations regarding the use of previously raised funds, which were verified by Zhongxinghua Accounting Firm, and the report was approved by the independent directors [4][5] - The audit reports for the years 2022 to 2024 were issued by Zhongxinghua Accounting Firm, receiving unanimous approval from the audit committee [3][5] - The company also prepared a report on non-recurring gains and losses for the recent three years, which was reviewed and approved by the audit committee [5]

Group 1 - The supervisory board of Jiangsu Farsen Co., Ltd. held a meeting on August 8, 2025, to discuss and approve several key matters, including the revision of the 2025 stock issuance plan due to a transfer of shares among its controlling shareholders [1][2] - The independent directors of the company also approved the revised stock issuance plan, with a unanimous vote of 5 in favor, 0 against, and 0 abstentions [2] - The company engaged Zhongxinghua Accounting Firm to audit its internal control and issued a report on the internal control evaluation for the first quarter of 2025, which was also approved by the audit committee with the same voting results [2][3] Group 2 - The company prepared a report on the use of previously raised funds, which was verified by Zhongxinghua Accounting Firm, and the independent directors approved this report with a unanimous vote [3] - The details of the revised stock issuance plan and the previous fundraising usage report were disclosed on the company's official website [1][3]