华泰联合证券有限责任公司 关于 南京三超新材料股份有限公司 详式权益变动报告书 之 财务顾问核查意见 （深圳市前海深港合作区南山街道桂湾五路128号前海深港基金小镇B7栋401） 二〇二五年八月 声明 本财务顾问特作出如下声明： 一、本财务顾问依据的有关资料由信息披露义务人提供。信息披露义务人 已作出声明，保证其所提供的资料均为真实、准确、完整的原始书面资料或副 本资料，副本资料或复印件与其原始资料或原件一致，所有文件的签名、印章 均是真实的；所有文件和材料不存在虚假记载、误导性陈述或重大遗漏，并对 所提供信息的真实性、准确性和完整性承担个别和连带的法律责任。 二、本财务顾问已按照规定履行尽职调查义务，有充分理由确信所发表的 专业意见与信息披露义务人申报文件的内容不存在实质性差异。 三、本财务顾问已对信息披露义务人公告文件进行核查，确信公告文件的 内容与格式符合规定。 四、本财务顾问就本次权益变动所出具的专业意见已提交内核机构审查， 并获得通过。 五、本财务顾问特别提醒投资者注意，本财务顾问核查意见不构成对本次 权益变动各方及其关联公司的任何投资建议；投资者根据本财务顾问核查意见 所作出的任何投资决策而产生的 ...

南京三超新材料股份有限公司 第二条 公司和其他信息披露义务人暂缓、豁免披露临时报告，在定期报告、临时报告 中豁免披露中国证券监督管理委员会（以下简称"中国证监会"）及深圳证券交易所 （以下简称"深交所"）其他相关业务规则的规定，办理信息披露暂缓、豁免业务的，适 用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地披露信息， 不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得实施内幕交易、操 纵市场等违法行为，并应审慎判断应当披露的信息是否存在暂缓、豁免情形，并采取 有效措施防止暂缓或豁免披露的信息泄露，接受深交所对有关信息披露暂缓、豁免事 项的事后监管。 第二章 暂缓、豁免披露信息的范围 第四条 公司和其他信息披露义务人有确实充分的证据证明拟披露的信息涉及国家秘密 或者其他因披露可能导致违反国家保密规定、管理要求的事项（以下统称"国家秘密"）， 应当根据相关法律法规和本制度规定豁免披露。 信息披露暂缓、豁免管理制度 第一章 总则 第一条 为了进一步规范南京三超新材料股份有限公司（以下简称"公司"）信息披 露暂缓、豁免行为，加强信息披露监管，保护投资者合法权益，根据《中华人民共 ...

Market Overview - US stock market experienced significant declines last Friday, with the Dow Jones falling by 1.23%, Nasdaq down by 2.24%, and S&P 500 decreasing by 1.6% [1] - Major tech stocks also saw losses, including Amazon down 8.27%, Meta Platforms down 3.03%, Apple down 2.50%, Nvidia down 2.33%, Tesla down 1.83%, Microsoft down 1.76%, and Google A down 1.44% [1] Employment Data - In July, the US non-farm payroll added only 73,000 jobs, significantly below expectations, with previous two months' data revised down by 258,000 [2] - The unemployment rate rose to 4.2% [2] AI Developments - Sam Altman announced that OpenAI's valuation has reached $300 billion, with plans to release numerous products in the coming months [2] - Anthropic has blocked OpenAI's API access ahead of the GPT-5 release [2] - Google released its IMO 2025 gold medal model, Gemini 2.5 Deep Think, potentially competing with GPT-5 [3] Clinical Trials - Elon Musk's brain-machine interface company is set to launch clinical trials for brain chips in the UK, aimed at helping paralyzed patients control devices with their thoughts [4] Military Contracts - The US Army is simplifying its collaboration model with Palantir, potentially leading to a contract worth $10 billion [5] Pharmaceutical Research - Eli Lilly announced long-term results from its TRAILBLAZER-ALZ 2 Phase III clinical study, confirming the long-term value of early intervention in Alzheimer's disease [6] Oil Production - OPEC+ has agreed to significantly increase oil production, raising daily output by 548,000 barrels in September [7] A-Share Market Strategy - Analysts suggest that the recent short-term index adjustments are not concerning, maintaining a "slow bull market" trend [9] - The market is supported by three core logic points: bottom-line thinking in macro and capital market policies, the emergence of new growth drivers, and the influx of incremental capital [9] - Concerns about the impact of US stock market adjustments on A-shares are mitigated by historical data indicating that A-shares are less affected during the early stages of a bull market [9] AI Coding Tools - Barclays reported that the AI website building tool Lovable achieved $100 million in annual recurring revenue within eight months, surpassing other well-known AI tools [11] - Lovable's platform allows users to input ideas in a chat interface, with AI generating backend code and completing integrations, termed "vibe coding" [11] Regulatory Developments - The National Development and Reform Commission of China is taking measures to address "involution" competition among private enterprises [12] - The People's Bank of China is establishing a macro-prudential and financial stability committee and promoting the digital yuan [12] Company Announcements - China Shenhua is considering issuing shares and cash to acquire assets from the State Energy Group, involving 13 company equities, leading to a stock suspension [16] - Jichuang Vision is planning a change in control, resulting in stock suspension [17] - Sanan Optoelectronics intends to acquire 100% of Lumileds Holding B.V. for $239 million to enhance its product line and profitability [18]

格隆汇8月1日丨三超新材（维权）(300554.SZ)公布，截至本公告披露日，相关各方正在积极推进本次 交易的各项工作，整体交易方案仍在积极协商准备中，公司预计无法在2025年8月4日（星期一）上午开 市起复牌。鉴于上述事项存在不确定性，为保证公平信息披露，维护投资者利益，避免造成公司股价异 常波动，根据《深圳证券交易所创业板股票上市规则（2025年修订）》《深圳证券交易所上市公司自律 监管指引第6号——停复牌（2025年修订）》等有关规定，经公司向深圳证券交易所申请，公司股票自 2025年8月4日（星期一）上午开市起停牌，预计停牌时间不超过3个交易日。 登录新浪财经APP 搜索【信披】查看更多考评等级 ...

公告显示，三超新材正在筹划公司控制权变更相关事宜，为保证公平信息披露，公司股票已自7月31日 开市起开始停牌。 三超新材表示，停牌期间，公司将根据事项进展情况，严格按照法律法规的规定和要求履行信息披露义 务。 北京商报讯（记者 马换换 实习记者 李佳雪）8月1日晚间，三超新材（300554）披露公告称，因筹划公 司控制权变更相关事宜，公司股票自8月4日起继续停牌，预计停牌时间不超过3个交易日。 ...

证券代码：300554 证券简称：三超新材 公告编号：2025-041 南京三超新材料股份有限公司 关于筹划公司控制权变更进展暨继续停牌的公告 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。 一、停牌情况概述 南京三超新材料股份有限公司正在筹划公司控制权变更相关事宜，为保证公平 信息披露，维护投资者利益，避免造成公司股价异常波动，根据《深圳证券交易所 创业板股票上市规则（2025 年修订）》《深圳证券交易所上市公司自律监管指引第 6 号——停复牌（2025 年修订）》等有关规定，经公司向深圳证券交易所申请，公 司股票（证券简称：三超新材，证券代码：300554）自 2025 年 7 月 31 日（星期四） 开市起开始停牌，预计停牌时间不超过 2 个交易日。具体内容详见公司于 2025 年 7 月 30 日在指定信息披露媒体及深圳证券交易所网站（www.szse.cn）披露的《南京 三超新材料股份有限公司关于筹划公司控制权变更事项的停牌公告》（公告编号： 2025-040）。 二、进展情况及继续停牌事项的说明 敬请广大投资者关注后续公告，并注意投资风险。 特此公 ...

Core Viewpoint - The company SanChao New Materials (300554) is undergoing a potential change in control after 26 years of leadership by founder Zou Yuyao, amid declining performance, regulatory warnings, and executive turnover [2][10]. Group 1: Company Background - SanChao New Materials was founded in 1999 and has been listed on the Shenzhen Stock Exchange since April 21, 2017, focusing on the research, production, and sales of diamond and cubic boron nitride tools [8]. - The company is recognized for its 78 patents and has received multiple awards for technological advancements, indicating its strategic value in the superhard materials industry [9]. Group 2: Financial Performance - The company's net profit has fluctuated significantly from 2020 to 2024, with figures of 0.2 million, -0.75 million, 0.13 million, 0.27 million, and -1.41 million, indicating a sharp increase in losses in 2024 [12]. - In Q1 2025, the company reported a net loss of 6.26 million, a year-on-year decline of 267.5%, while the adjusted net loss was 7.93 million, reflecting a staggering drop of 429.4% [12]. - Revenue has also been on a downward trend, with figures of 406.5 million, 481 million, 348.8 million, and 50.4 million from 2022 to Q1 2025 [12]. Group 3: Management Changes - The company's CFO, Ji Kun, resigned abruptly on July 18, 2023, following a regulatory penalty related to his role as an independent director at another company [5][15]. - The resignation of a key financial officer raises concerns about corporate governance as the company approaches a potential change in control [18]. Group 4: Regulatory Issues - SanChao New Materials and its founder received regulatory warnings in November 2024 for failing to disclose important contract developments and for improper management of raised funds [20]. - The company was penalized for not timely disclosing the termination of a contract with Nakamura Superhard and for not managing raised funds in a dedicated account [21][22].

Focus Events - The 20th Central Committee's Fourth Plenary Session will be held in October in Beijing, focusing on the report of work and the formulation of the 15th Five-Year Plan for national economic and social development [1] Macro News - The average interest rate for newly issued commercial housing loans in Q2 2025 is 3.09% [18] - The Ministry of Agriculture and Rural Affairs is guiding the orderly elimination of low-yield dairy cows and enhancing support for large-scale breeding enterprises [18] Company Focus - Feilong Co., Ltd. is expanding into the robotics industry, collaborating with several vehicle manufacturers on product development [20] - Yonghui Supermarket plans to raise up to 3.992 billion yuan through a private placement for store upgrades and logistics improvements [21] - WuXi AppTec is issuing new H-shares at a price of 104.27 HKD per share, aiming to raise approximately 7.7 billion HKD [23] - China Shipbuilding Emergency Response received a warning and a fine of 4 million yuan for information disclosure violations, with its stock being marked as ST [25] - Hongxiang Co., Ltd.'s actual controller has been released on bail [27] - A stock of Upwind New Materials has been suspended for review after a 1083.42% increase in price over 16 trading days [29] - CATL reported a net profit of 30.5 billion yuan for the first half of 2025, a 33% year-on-year increase [31] - XGIMI expects a 2062.33% increase in net profit for the first half of 2025 [33] - Zhiwei Intelligent reported a net profit of 102 million yuan for the first half of 2025, an 80.08% increase [34] - Jinhai Biological reported a net profit of 138 million yuan for the first half of 2025, a 51.52% increase [34] - Lideman is planning to acquire control of Xiansheng Xiangrui [36] - San Chao New Materials is planning a change in control, with stock suspension starting July 31 [36] - Digital Certification will change its controlling shareholder to Beijing Data Group [37] - Jin Orange is planning to acquire 55% of Samit [37] - Taotao Vehicle announced a strategic cooperation agreement with Yushu Technology for market expansion in robotics [38] - China State Construction recently secured 9 major projects totaling 28.33 billion yuan [40] - Yangtze Power plans to invest approximately 26.6 billion yuan in the Gezhouba shipping capacity expansion project [42] - Changying Precision has established partnerships with several leading humanoid robot brands [44]

Group 1 - Lideman is planning a major asset restructuring by acquiring up to 70% of Beijing Xiansheng Xiangrui Biological Products Co., Ltd. This acquisition will grant Lideman control over the target company, which will become a subsidiary [1][2] - The target company specializes in in vitro diagnostic reagents and human vaccines, with products primarily used for tuberculosis screening, diagnosis, treatment, and innovative vaccine development. The acquisition will enhance Lideman's IVD business segment and overall competitiveness [2] Group 2 - Hehua Co. and Sanchao New Materials are planning control changes, leading to a suspension of their stocks starting July 31, 2025, for up to two trading days [3] - Changjiang Electric Power has approved an investment of approximately 26.6 billion yuan for the construction of the Gezhouba shipping capacity expansion project, with funding sourced from its own funds [4] Group 3 - Contemporary Amperex Technology Co., Ltd. (CATL) reported a 7.27% increase in revenue to 178.886 billion yuan and a 33.33% increase in net profit to 30.485 billion yuan for the first half of 2025. The company plans to distribute a cash dividend of 10.07 yuan per 10 shares [5] - Dingtong Technology reported a 73.51% increase in revenue to 0.785 billion yuan and a 134.06% increase in net profit to 0.115 billion yuan for the first half of 2025 [6] - XGIMI Technology expects a net profit of 88.662 million yuan for the first half of 2025, a significant increase of 2062.33% compared to the previous year [7] Group 4 - Jinchengzi is planning to acquire 55% of Changchun Samit Optoelectronics Technology Co., Ltd. through a combination of stock issuance and cash payment, with the stock suspension starting July 31, 2025, for up to 10 trading days [8] - Digital Certification is undergoing a change in its controlling shareholder due to the establishment of Beijing Data Group, which will involve the transfer of shares from its current controlling shareholder [9][10]

Core Viewpoint - The article summarizes significant announcements from various listed companies in the Shanghai and Shenzhen stock markets, providing insights for investors regarding operational updates, financial performance, and corporate governance changes. Group 1: Corporate Announcements - Happiness Blue Sea expects that the film "Nanjing Photo Studio" will not have a significant impact on its operating performance due to its low investment ratio [3] - Changjiang Electric Power plans to invest approximately 26.6 billion yuan in the construction of the Gezhouba shipping capacity expansion project, with a total construction period of 91 months [4][5] - Yunnan City Investment elected Cui Kai as the new chairman following the resignation of Kong Weiran [6] - San Chao New Materials is planning a change in control, leading to a temporary suspension of its stock [7] - Hongxiang Co., Ltd.'s actual controller Yang Cheng has been granted bail pending trial, but this will not affect the company's daily operations [8] - Digital Certification will change its controlling shareholder to Beijing Data Group following a transfer of state-owned shares [9] - Pengding Holdings reported normal recent operations with no undisclosed significant matters [10] - Dongjie Intelligent is undergoing a potential change in its actual controller due to a planned transfer of fund shares [11] - Jin Chengzi is planning to acquire 55% of Samit’s equity, leading to a temporary stock suspension [13] - Dongxin Co., Ltd. has not yet generated revenue from its newly developed chip products [14] - Hehua Co., Ltd. is planning a change in control, with stock suspension expected [15] Group 2: Financial Performance - CATL reported a 33.02% year-on-year increase in net profit for the first half of the year, with total revenue of 178.886 billion yuan [18] - XGIMI expects a net profit of 88.6622 million yuan for the first half of the year, a significant increase of 2062.33% [19] - Changjiang Electric Power achieved a net profit of 12.984 billion yuan in the first half of the year, up 14.22% year-on-year [20] - Jinhe Biological reported a net profit of 138 million yuan for the first half of the year, a 51.52% increase [21] - Nanchip Technology anticipates a net profit decrease of 35.09% to 47.03% for the first half of the year, despite revenue growth [22] Group 3: Project and Contract Updates - Tengda Construction won a bid for the Taizhou Luqiao District Jin Qing Fishing Port shore protection project, with a bid amount of 56.0634 million yuan [23] - Sinopec Oilfield Services won a construction contract worth 3.597 billion yuan for a natural gas pipeline project [24] Group 4: Shareholding Changes - Hato Co., Ltd. announced that its shareholder Dazheng Group plans to reduce its stake by up to 1% [25] - Jiangbolong's actual controller and some directors committed not to reduce their holdings within 12 months [26] - Wansheng Co., Ltd. announced a planned reduction of up to 500,000 shares by a shareholder [27] - Desheng Technology's actual controller plans to reduce holdings by up to 3% [28] - Guangwei Composite's controlling shareholder intends to reduce its stake by up to 1.21% [30] Group 5: Fundraising Activities - Yonghui Supermarket plans to raise up to 3.992 billion yuan through a private placement to fund store upgrades and logistics improvements [31]