Somore 山 东 松 茂 律 师 事 务 所 山东松茂律师事务所 关于泰和新材集团股份有限公司 在本法律意见书中，本所律师根据《股东大会规则》的要求，仅 对公司本次股东大会的召集、召开程序、出席人员的资格、召集人资 格、股东大会表决程序和表决结果的合法性发表意见，而不对本次股 东大会所审议的议案内容和该等议案中所表述的事实或数据的真实 性和准确性发表意见。 2025 年第一次临时股东大会之法律意见书 致：泰和新材集团股份有限公司 1 Somore 山 东 松 茂 律 师 事 务 所 本所律师根据法律法规的有关要求，按照律师行业公认的业务标 准、道德规范和勤勉尽责精神，对公司本次股东大会的召集和召开的 相关法律问题出具如下法律意见。 一、本次股东大会的召集、召开程序 根据《中华人民共和国证券法》（以下简称"《证券法》"）、 《中华人民共和国公司法》（以下简称"《公司法》"）和中国证券 监督管理委员会（以下简称"中国证监会"）关于《上市公司股东大 会规则》（以下简称"《股东大会规则》"）等法律、法规和规范性 文件的要求，山东松茂律师事务所（以下简称"本所"）接受泰和新 材集团股份有限公司（以下简称"公司"）委 ...

临时公告：2025-041 证券代码：002254 股票简称：泰和新材 公告编号：2025-041 泰和新材集团股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 本次担保的被担保对象宁夏宁东泰和新材有限公司、烟台泰和新材销售有 限公司的资产负债率超过 70%，请投资者充分关注担保风险。 一、基本情况 泰和新材集团股份有限公司（以下简称"公司"）分别于 2025 年 4 月 17 日及 会议审议通过了《关于公司及子公司 2025 年度担保计划的议案》，同意公司为 控股子公司宁夏宁东泰和新材有限公司（以下简称"宁东泰和新材"）提供不超过 简称"泰和销售公司"）提供不超过 10 亿元的累计最高担保限额，为所有控股子 公司的累计最高担保额度不超过人民币 31.78 亿元。自股东大会通过本议案起 12 个月内，公司对控股子公司担保的累计有效余额总额（即任一时点的担保余额） 不得超过上述最高担保限额总额。持有上述公司股权的其他控股子公司，可以根 据各自的持股比例为上述公司提供担保，并履行各自的内部决策程序。 具体内容详见公司于 2025 年 4 月 ...

临时公告：2025-041 证券代码：002254 股票简称：泰和新材 公告编号：2025-041 泰和新材集团股份有限公司 关于为控股子公司、全资子公司担保的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 本次担保的被担保对象宁夏宁东泰和新材有限公司、烟台泰和新材销售有 限公司的资产负债率超过 70%，请投资者充分关注担保风险。 一、基本情况 泰和新材集团股份有限公司（以下简称"公司"）分别于 2025 年 4 月 17 日及 2025 年 5 月 12 日召开了第十一届董事会第十三次会议和 2024 年度股东大会， 会议审议通过了《关于公司及子公司 2025 年度担保计划的议案》，同意公司为 控股子公司宁夏宁东泰和新材有限公司（以下简称"宁东泰和新材"）提供不超过 10 亿元的累计最高担保限额，为全资子公司烟台泰和新材销售有限公司（以下 简称"泰和销售公司"）提供不超过 10 亿元的累计最高担保限额，为所有控股子 公司的累计最高担保额度不超过人民币 31.78 亿元。自股东大会通过本议案起 12 个月内，公司对控股子公司担保的累计有效 ...

Core Viewpoint - The article discusses the development of a new 12,000 tons/year protective para-aramid fiber project by Ningxia Taihe Aramid Fiber Co., which aims to meet the growing demand in the national defense sector for high-performance fibers, utilizing domestic equipment to overcome previous restrictions on military applications [1][2]. Group 1: Project Overview - The Ningxia Taihe Aramid Fiber Co. is planning to construct a 12,000 tons/year protective para-aramid fiber project to produce fibers primarily for national defense special protective equipment [1]. - The existing production line uses foreign equipment, which restricts the use of the produced para-aramid fibers in military applications [1]. - The new project will utilize domestic equipment, aligning with national defense needs and market demand for special fibers [1]. Group 2: Material Properties - Para-aramid fibers are characterized by high strength, with a tensile strength three times that of steel and four times that of high-strength polyester industrial yarns [1]. - The modulus of para-aramid fibers exceeds ten times that of polyamide fibers, with excellent thermal stability, maintaining 65% of original strength at 260°C [1]. - Additional properties include low density, abrasion resistance, impact resistance, flame retardancy, low thermal expansion, and excellent shock absorption and dielectric performance [1]. Group 3: Market Position - Global production of para-aramid fibers is dominated by companies such as DuPont (35,000 tons/year), Teijin (32,000 tons/year), and Kolon (7,000 tons/year), alongside domestic players like Taihe New Materials (16,000 tons/year) and Sinochem International (8,000 tons/year) [2]. - Taihe Aramid Fiber Co. was established in July 2018 and is located in the Ningdong Energy and Chemical Base, focusing on high-performance aramid fiber research and production [2]. - Taihe New Materials holds the leading position in China's aramid fiber industry, with a total capacity of 17,000 tons/year for meta-aramid and 16,000 tons/year for para-aramid fibers [3].

Core Viewpoint - The aramid fiber market for rubber belts is projected to grow from approximately $227 million in 2024 to $350 million by 2031, with a CAGR of 6.92% from 2025 to 2031, driven by increasing demand in various industries and a shift towards sustainable materials [1][6]. Market Overview - Aramid fiber is recognized for its high tensile strength, lightweight properties, and resistance to heat, wear, and chemical corrosion, making it an ideal alternative to traditional materials like steel and polyester in rubber belts [1]. - The market's resilience is highlighted by its alignment with broader industrial trends, including automation in bulk material handling systems and stricter safety regulations [1]. Competitive Landscape - The market is concentrated and technology-intensive, with the top five manufacturers—DuPont, Teijin, Kolon Industries, Hyosung, and Toray—accounting for 84.16% of total revenue in 2024 [5]. - New entrants, particularly from Asia, are gradually entering the market through localized production strategies and cost-competitive products, creating a competitive dynamic between high-end and mid-range aramid fibers [5]. Regional Insights - Developed markets like North America and Europe maintain strong demand due to mature mining, automotive, and industrial machinery sectors [5]. - The Asia-Pacific region, led by China, India, and Southeast Asia, is emerging as the fastest-growing area, benefiting from accelerated infrastructure development and domestic consumption growth [5]. Market Drivers and Challenges - Key drivers include the growing demand for high-performance rubber belts in heavy and energy-intensive industries, the increasing application of aramid fibers in electric vehicles (EVs), and rapid industrialization in emerging economies [6]. - Challenges include high production costs due to complex polymerization processes, technical difficulties in achieving uniform dispersion in rubber matrices, and supply chain vulnerabilities influenced by geopolitical uncertainties [6]. Future Opportunities - The industry outlook remains optimistic, with increasing interest in circular economy models and sustainable product designs prompting manufacturers to explore recyclable aramid composites and bio-based alternatives [7]. - Strategic collaborations between fiber producers and original equipment manufacturers are fostering innovation in next-generation materials tailored to specific application needs [7].

Group 1: Market Overview - The overall market for aramid fibers is stable, with no significant impact from new entrants last year [2] - The average price of aramid fibers depends on product structure, with no major year-on-year changes in pricing [2] - The planned shipment volume for aramid fibers is expected to grow by double digits this year [2] Group 2: Demand and Supply Dynamics - Global demand for aramid fibers is experiencing single-digit growth, previously estimated at 40,000 to 50,000 tons [3] - Supply slightly exceeds demand, indicating a surplus in the aramid fiber market [4] - The demand for para-aramid fibers is higher, estimated at 90,000 to 100,000 tons, with a similar single-digit annual growth rate [4] Group 3: Application and Development - New application scenarios for aramid fibers are limited, with potential in insulation and data storage fields [3] - The insulation applications are primarily for transformers, while data storage applications are still in the validation phase [3] - The company is exploring advancements in conveyor belt applications, with some initial volume being achieved [5] Group 4: Industry Challenges - The industry faces challenges in price increases due to high capacity and lack of consensus among manufacturers [5] - The overall cash flow situation in the industry is difficult, with many companies experiencing losses [5] - The dyeing and printing facilities are underperforming, with plans to focus on specific directions for improvement [6]

Group 1: Report Basic Information - The research object is Taihe New Material, belonging to the chemical fiber industry, and the reception time is May 15, 2025. The listed company's reception staff includes Chief Accountant Gu Yumei and Board Secretary Dong Xuhai [17] Group 2: Investor Questions and Company Responses Market Value Management - The company aims to achieve a dynamic balance between intrinsic value and market value by strengthening core business competitiveness, optimizing capital structure, and enhancing investor communication and returns [24] Cooperation with Xingyuan Materials - The aramid-coated separator products have entered the technical certification systems of multiple leading battery companies in China. The specific number of customers and business progress are confidential. Xingyuan Materials has leading technical strength and support capabilities in the separator field, and both parties are jointly promoting customer introduction [24] Business Performance - For information on the losses of spandex and profits of aramid in the first quarter, and the profitability of aramid in the second quarter, please refer to the regular reports [24][30] Demolition Compensation - The company has signed demolition compensation agreements in batches. Specific content can be found in relevant announcements. The company will recognize the gains and losses from asset disposal according to accounting standards based on the progress of land recovery and compensation received [26] Shareholder Number Inquiry - The company will consider the suggestion of not disclosing the specific number of shareholders and instead referring to the regular reports [26] Response to Battery New Regulations - The company will actively follow up on the new battery safety standards, which are conducive to promoting the implementation of relevant safety solutions and providing better safety experiences for consumers [27] Other Business Cooperation - The company has established a strategic cooperation with Xingyuan Materials in the separator coating field, jointly investing in the establishment of Yantai Xinghe Battery Material Technology Co., Ltd. They are promoting customized development with multiple leading battery companies, covering full-scenario requirements such as power, energy storage, and 3C [27] Business Outlook - For the company's business situation this year and next year, please refer to the future regular reports [29] Application in Solid-State Batteries - The company's aramid-coated products are being verified in semi-solid batteries, and the company is researching relevant materials for application in all-solid-state batteries [30][34] Senior Management Shareholding Reduction - The reason for the senior management's shareholding reduction is personal capital needs, which has nothing to do with the company's prospects [30] Business Plan for 2025 - The company's overall business goal in 2025 is to sell approximately 100,000 tons of various fibers and deep-processed products, accelerate the implementation of incremental business results, and increase the proportion of high-value-added products in the company's profit sources. In terms of incremental business, it will strengthen market development and verification, and promote the early effectiveness of projects such as aramid-coated separators, Ecody green printing and dyeing, and composite paper for new energy vehicles. There should be no major safety and environmental protection accidents throughout the year [31] Restricted Stock Repurchase - The restricted stock repurchase targets the restricted stocks held by the grantees of the company's equity incentive, not the unrestricted tradable shares [33] Ammonia Price and Performance - The statement about the spandex price increase during the research was an immediate reflection of industry price changes, while the regular reports are a comprehensive reflection of the company's multiple business operating results, and the comparison is made with the same period of the previous year [34]

Group 1: Business Segments Overview - The company operates four main business segments: Advanced Textile, Safety Protection and Information Technology, New Energy, and Chemicals, focusing on basic human needs such as clothing, transportation, and services [2]. - The company is a leader in several product categories in China, including spandex, aramid paper, and has a significant global presence in aramid products [2][3]. Group 2: Market Conditions and Financial Performance - The industry is experiencing a two-digit growth rate, but capacity expansion is outpacing demand, leading to historically low prices and many companies facing losses [3]. - The company reported significant losses in the spandex segment last year, with a goal to reduce losses and achieve positive cash flow this year [3][6]. - Aramid products are the main profit source, with a market share of approximately 70% in China, while the company is also competitive globally [3][6]. Group 3: Pricing and Competition - The pricing for aramid products has stabilized, but there is uncertainty regarding the pricing of spandex and aramid paper due to competitive pressures [4][6]. - The company maintains a price advantage of 20-30% lower than international competitors in aramid paper, which is expected to help capture market share [7]. Group 4: Future Outlook and Production Plans - The company aims for a production increase of 20-30% in aramid paper this year, with a positive outlook on demand from sectors like electrical insulation and new energy [8]. - The company is optimizing product structure and production lines to improve profitability in the spandex segment [6][7].

Group 1: Sales and Market Trends - The second quarter sales trend for aramid fiber is expected to be better than the first quarter, which is typically the weakest [2] - The target for aramid fiber shipment volume this year is several million square meters, with an estimated two-digit growth [3][12] - The overall market for aramid paper is expected to grow, with a significant correlation between aramid paper and aramid fiber sales [3][12] Group 2: Product Development and Applications - The company is currently validating membrane applications, with about ten successful validations and urgent orders in pilot production [3][11] - Solid-state battery technology is still in the experimental phase, with potential solutions being developed [3] - The company is focusing on developing applications in underexplored areas such as automotive tires and conveyor belts [6] Group 3: Pricing and Profitability - The overall pricing for aramid products remains stable, but there are pressures in the low-end industrial filtration market leading to price adjustments [4][10] - Profitability is expected to be challenging this year, with the goal of breaking even due to load conditions [3][10] - The company aims to increase the proportion of differentiated products to 30-50% in the future, currently at about 10% [10][11] Group 4: Capacity and Production - The company has completed some capacity expansions, with production loads expected to increase over the next three to five years [5][10] - The current operating rate for aramid production is around 70-80% [11] - The company plans to achieve a self-sufficiency rate of 60-80% for raw materials after completing ongoing projects [13] Group 5: International Market Strategy - The company is actively considering expanding into overseas markets, recognizing the larger potential outside of China [7][9] - Export currently accounts for about 30% of sales, with a significant price difference between low-end and high-end products [13]

Production Capacity and Operational Status - The company has an annual production capacity of approximately 100,000 tons for spandex, with an operational rate of around 80% for the Ningxia plant (85,000 tons) and 60% for the para-aramid fiber (16,000 tons) [2][3] - The production capacity for meta-aramid fiber is also about 16,000 tons, with an operational rate of approximately 80% [2] Business Strategy and Development - The company is exploring various methods to enhance the spandex business, focusing on improving product quality and developing differentiated, high-value products [3][4] - The goal is to increase the proportion of differentiated products to 30-50% over the next three to five years, currently estimated at around 10% [10] - The company aims to reduce production of unprofitable products while increasing the efficiency of existing production lines [3][4] Financial Performance and Market Outlook - The company has set an internal target for positive cash flow for the year [8] - Sales volume has increased, and losses have slightly narrowed in the first quarter [5] - The company anticipates a double-digit growth in production and sales volume for the current year compared to last year [8][9] Market Dynamics and Pricing - The pricing pressure for meta-aramid fibers has been influenced by changes in product structure and increased competition, leading to a stabilization of prices after achieving a desired market share [8] - The company has a significant market share in meta-aramid fibers, with industrial filtration accounting for approximately 40-50% of sales [9][12] Research and Development - The company is actively developing composite materials using aramid fibers, addressing the lack of mature processing systems in the market [9] - The company is also working on green dyeing processes and has two factories for dyeing and digital printing [12] Future Investments - Future investments in spandex production are contingent on the performance of existing production lines and the evaluation of next-generation engineering technologies [4] - The company is currently assessing the potential for cost reductions in production, estimating a possible decrease of 10-20% compared to the most advanced competitors [4]