株洲飞鹿高新材料技术股份有限公司 独立董事关于第五届董事会第八次会议的专门会议意见 根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民共 和国证券法》（以下简称"《证券法》"）《深圳证券交易所创业板股票上市规 则》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运 作》《上市公司独立董事管理办法》等法律、法规和规范性文件以及《公司章程》 的有关规定，株洲飞鹿高新材料技术股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召开了独立董事关于第五届董事会第八次会议的专门会议。 本次会议应出席独立董事 3 名，实际出席独立董事 3 名。会议的召集、召开 和表决程序符合《公司法》《证券法》《上市公司独立董事管理办法》等相关法 律、法规和规范性文件的规定。基于完全独立、认真、审慎的立场，本着对公司 及全体股东负责的态度，在认真阅读和审核相关材料的基础上，独立董事对公司 第五届董事会第八次会议所审议案的相关情况进行了核查，并形成如下意见： 一、对《关于公司符合向特定对象发行股票条件的议案》的意见； 经审议，独立董事认为：根据《公司法》《证券法》《上市公司证券发行注 册管理办 ...

章程 （2025 年 8 月） 株洲飞鹿高新材料技术股份有限公司 | | | 株洲飞鹿高新材料技术股份有限公司章程 第一章 总则 第一条 为维护株洲飞鹿高新材料技术股份有限公司（以下简称"公司"）、股东、 职工和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）和 其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关法律、行政法规设立的股份有限公司(以 下简称"公司")。 公司由株洲飞鹿涂料有限责任公司按照截至 2012年 2 月29 日经审计的账面净资产 值折股整体变更设立，在株洲市工商行政管理局注册登记，取得营业执照，注册号为 430200000005250。公司统一社会信用代码为 914302007656224696。 | 第一章 | 总则 | | --- | --- | | 第二章 | 经营宗旨和范围 ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… ...

Market Overview - The Shanghai Composite Index rose by 3.49% last week, closing at 3825.76 points, with a peak of 3825.76 points [1] - The Shenzhen Component Index increased by 4.57%, closing at 12166.06 points, with a peak of 12167.28 points [1] - The ChiNext Index saw a rise of 5.85%, closing at 2682.55 points, with a peak of 2683.9 points [1] - In the global market, the Nasdaq Composite Index fell by 0.58%, while the Dow Jones Industrial Average rose by 1.53% and the S&P 500 increased by 0.27% [1] - In the Asia-Pacific region, the Hang Seng Index rose by 0.27%, while the Nikkei 225 Index fell by 1.72% [1] New Stock Issuance - One new stock was issued last week, with the details as follows: - Stock Code: 920112.BJ, Stock Name: 巴兰任, Subscription Date: 20250819 [2] Margin Trading - The total margin trading balance in the Shanghai and Shenzhen markets reached 21477.3 billion yuan, with a financing balance of 21327.89 billion yuan and a securities lending balance of 149.41 billion yuan [3] - The margin trading balance increased by 917.9 billion yuan compared to the previous week [3] - The Shanghai market's margin trading balance was 10948.37 billion yuan, up by 473.51 billion yuan, while the Shenzhen market's balance was 10528.93 billion yuan, up by 444.39 billion yuan [3] - A total of 3444 stocks had margin buying, with 265 stocks having buying amounts exceeding 1 billion yuan, led by 东方财富 (212.35 billion yuan), 北方稀土 (122.35 billion yuan), and 中兴通讯 (119.31 billion yuan) [3][4] Fund Issuance - Eight new funds were issued last week, including: - 诺安稳健回报混合D, 博时稳健回报债券(LOF)E, 华宝宝康债券D, 华富可转债债券D, 汇添富双鑫添利债券D, 安信平衡养老目标三年持有期混合发起, 长盛元赢30天持有债券C, and 长盛元赢30天持有债券A [5][6] Company Buybacks - Thirteen companies announced share buybacks last week, with the top five by execution amount being: - 中国石化, 星网锐捷, 飞鹿股份, 火炬电子, and 意华股份 [7][8] - The highest buyback amounts were concentrated in the oil and petrochemical, telecommunications, and basic chemical industries [8]

Core Viewpoint - Feilu Co., Ltd. reported a significant increase in revenue for the first half of 2025, driven by increased demand in the rail transit equipment sector, despite continuing losses in net profit [1][3]. Financial Performance Summary - Total revenue for the first half of 2025 reached 238 million yuan, a year-on-year increase of 48.77% compared to 160 million yuan in 2024 [1]. - The net profit attributable to shareholders was -38.66 million yuan, improving by 18.97% from -47.72 million yuan in the previous year [1]. - The gross profit margin decreased to 7.34%, down 42.63% from 12.79% in 2024, indicating a decline in profitability [1]. - The net profit margin improved to -16.17%, a 46.74% increase from -30.37% in the previous year [1]. - Total receivables accounted for 91.78% of the latest annual revenue, indicating a high level of outstanding payments [1]. Cash Flow and Debt Analysis - The net cash flow from operating activities increased by 55.29%, attributed to higher cash collections and reduced tax payments [3]. - The net increase in cash and cash equivalents rose by 109.49%, reflecting improved cash flow from both operating and investing activities [3]. - The company’s cash and cash equivalents to current liabilities ratio stands at 17.17%, raising concerns about liquidity [5]. Cost Structure and Efficiency - Total selling, administrative, and financial expenses amounted to 49.50 million yuan, representing 20.79% of revenue, a decrease of 43.54% year-on-year [1]. - The company’s historical return on invested capital (ROIC) has been relatively low, with a median of 7.11% since its listing, indicating average investment returns [4]. Overall Business Assessment - The company has experienced two years of losses since its listing, suggesting a fragile business model [4]. - The financial health indicators suggest a need for close monitoring of cash flow and debt levels, as the company has a high interest-bearing debt ratio of 50.4% [5].

Core Viewpoint - The company, Feilu Co., has experienced significant stock price fluctuations and operational challenges, leading to a temporary suspension of trading to ensure fair information disclosure and protect investor interests [2]. Group 1: Stock Performance - Prior to the announcement of the trading suspension, the company's stock price had increased for five consecutive trading days, with gains of 6.63%, 5.49%, 6.78%, 7.08%, and 10.4%, resulting in a cumulative increase of 42% [2]. Group 2: Financial Performance - In 2024, Feilu Co. reported a revenue of 518 million yuan, a decrease of 37.2% year-on-year, and a net loss attributable to shareholders of 140 million yuan, a decline of 776.3% [2]. - For the first half of 2025, the company achieved total revenue of 238 million yuan, an increase of 48.77% year-on-year, and a net loss attributable to shareholders of 39 million yuan, an improvement of 18.97% [2]. Group 3: Corporate Governance - Prior to the transfer of control, the company's major shareholder, Zhang Weiguo, stepped down as chairman and was appointed as honorary chairman [3]. - Following a board reshuffle, Li Zhenxiang was elected as the new chairman, but later resigned due to work adjustments [3]. - Zhang Jianjia, son of Zhang Weiguo, was subsequently appointed as the new chairman, although he did not hold any shares at that time [3].

Group 1 - The State Council approved the "Development Plan for Open Innovation of the Biopharmaceutical Industry Chain in the China (Jiangsu) Pilot Free Trade Zone," aiming to enhance the global competitiveness of the biopharmaceutical sector [2] - In July, the total electricity consumption in China reached 10,226 billion kWh, a year-on-year increase of 8.6%, with significant growth in the first industry at 20.2% [2] - The National Energy Administration reported that from January to July, total electricity consumption accumulated to 58,633 billion kWh, reflecting a year-on-year growth of 4.5% [2] Group 2 - The National Health Commission released guidelines to improve the ear and hearing health service system, emphasizing the establishment of a collaborative network among various healthcare institutions [3] - The pork market has seen a slight decline in prices due to increased supply, with the national average pig-to-grain price dropping below 6:1, entering a warning zone [3] - The National Development and Reform Commission plans to conduct central frozen pork reserve storage to stabilize the pork market [3] Group 3 - The State Administration of Foreign Exchange will pilot green foreign debt business in 16 provinces and cities, encouraging non-financial enterprises to use cross-border financing for green projects [4] - The U.S. and EU have reached an agreement on a trade framework covering various sectors, including agriculture, automotive, and digital trade [4] Group 4 - Kuaishou reported a total revenue of 35 billion yuan in Q2, with an adjusted net profit of 5.6 billion yuan [6] - Digital Vision achieved a net profit of 1.67 million yuan in the first half of the year, marking a year-on-year increase of 2,747.64% [6] - China Petroleum & Chemical Corporation (Sinopec) saw a 39.8% decline in net profit for the first half of the year and plans to distribute a semi-annual cash dividend of 0.088 yuan per share [6] Group 5 - The dairy industry is expected to experience strong profit elasticity due to the ongoing decline in raw milk prices and a potential recovery in beef and live cattle prices [7] - The gaming industry in China showed steady growth in July, driven by new and mature products, indicating a robust growth momentum [8]

飞鹿股份8月21日晚间发布公告，公司控股股东、实际控制人章卫国正在筹划控制权变更相关事宜。该方案涉及股份协议转让、表决权委托及公司向特定对 象发行股份等多个方面。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，经公司向深圳证券交易所申请，飞鹿股份股票自8月22日开 市起停牌，预计停牌时间不超过2个交易日。 公司在防腐业务板块表现尤为突出，上半年实现营业收入1.39亿元，同比增长60.63%。防水业务方面，上半年新增中标金额约8600万元，为公司未来业绩增 长奠定了基础。在轨道交通防水业务领域，截至报告期末公司仍有在手未执行金额2.40亿元，显示出良好的业务储备。 来源：金融界 飞鹿股份在公告中明确表示，章卫国正在筹划的控制权变更方案包含三个核心要素。股份协议转让作为方案的关键组成部分，将直接影响公司股权结构的调 整。表决权委托机制的引入，为控制权的平稳过渡提供了操作空间。 公司向特定对象发行股份的安排，体现了此次控制权变更的复杂性。目前相关各方正在就具体交易方案、协议条款等相关事项进行深入论证和磋商。公司特 别强调，本次交易事项能否最终实施完成及实施结果尚存在重大不确定性。 公司经营状况呈现积极 ...

Core Viewpoint - The company, Feilu Co., Ltd. (300665.SZ), is undergoing a change in control involving share transfer agreements and issuance of shares to specific parties, leading to a temporary suspension of its stock trading to ensure fair information disclosure and protect investor interests [1][2]. Group 1: Company Background - Feilu Co., Ltd. specializes in the research, production, sales, and service of corrosion and protection materials for metal surfaces, non-metal surfaces, and concrete surfaces. Its main products include anti-corrosion coatings, waterproofing materials, and adhesive materials, with services encompassing integrated coating and construction [3]. Group 2: Recent Stock Performance - Prior to the announcement of the control change, the company's stock price had been on an upward trend, with increases of 6.63%, 5.49%, 6.78%, 7.08%, and 10.4% on August 15, 18, 19, 20, and 21 respectively, culminating in a total increase of 42% over five trading days [3]. Group 3: Financial Performance - In 2024, the company reported a revenue of 518 million yuan, a decrease of 37.2% year-on-year, and a net loss attributable to shareholders of 140 million yuan, down 776.3% year-on-year [5]. - For the first half of 2025, the company achieved total revenue of 238 million yuan, an increase of 48.77% year-on-year, and a net loss attributable to shareholders of 39 million yuan, an improvement of 18.97% year-on-year [6]. Group 4: Shareholder Changes - As of the latest disclosure, the controlling shareholder and actual controller, Zhang Weiguo, holds 41.3 million shares, representing 21.8% of the company [7]. - Prior to the control change, Zhang Weiguo stepped down as chairman of the board, with Li Zhenxiang elected as the new chairman. Subsequently, Zhang Jianjia, Zhang Weiguo's son, was appointed as chairman [8][9].

Company News - Gree Electric Appliances announced a 2024 annual equity distribution plan, proposing a cash dividend of 20 yuan (including tax) for every 10 shares, totaling 11.17 billion yuan [8][9] - Sinopec plans to repurchase A-shares with a budget of 5 billion to 10 billion yuan and intends to distribute cash dividends of 10.67 billion yuan (including tax) for the first half of 2025 [9] - Feilu Co., Ltd. announced that its controlling shareholder is planning a change in control, leading to a temporary suspension of trading [8][10] - Special reports indicate that various companies, including Te Yi Pharmaceutical and Sany Heavy Industry, have reported significant revenue growth in the first half of the year, with Te Yi achieving a 56.54% increase in revenue [7][8] Industry News - The National Energy Administration reported that the total electricity consumption in July reached 10,226 billion kWh, a year-on-year increase of 8.6% [4] - The State Council approved a development plan for the biopharmaceutical industry in Jiangsu Free Trade Zone, aiming to enhance innovation and competitiveness [4] - The Ministry of Commerce reported a 3.5% increase in China's foreign trade in the first seven months of the year, indicating a steady growth trend despite global challenges [4] - The financial regulatory authority is working on guidelines to enhance health insurance services, aiming to improve the industry's operational capabilities and regulatory environment [5] - The Anhui provincial government released a policy to accelerate the development of general artificial intelligence, targeting significant advancements by 2027 [6]

Company Announcements - Gree Electric Appliances plans to distribute a cash dividend of 20 yuan (including tax) for every 10 shares, totaling 11.17 billion yuan [1][8] - Sinopec intends to repurchase A-shares worth between 500 million and 1 billion yuan and plans to distribute cash dividends of 10.67 billion yuan (including tax) for the first half of 2025 [1][8] - Feilu Co., Ltd. announced a suspension of trading due to the planned change of control by its major shareholder [1][9] - Long Spring High-tech's subsidiary Jin Sai Pharmaceutical's clinical trial application for GenSci143 has been accepted by the National Medical Products Administration [10] Industry Developments - The National Energy Administration reported that China's total electricity consumption in July reached 10,226 billion kWh, a year-on-year increase of 8.6% [2] - The Ministry of Commerce stated that China's foreign trade maintained a steady growth trend, with a cumulative import and export growth of 3.5% in the first seven months of the year [4] - The Anhui provincial government released a plan to accelerate the development of strategic emerging industries, aiming for an annual growth of over 11% in added value by 2027 [6] - The China Nonferrous Metals Industry Association reported stable silicon wafer prices, with a positive market sentiment despite weak terminal demand [5] Financial Performance - Te Yi Pharmaceutical reported a revenue of 491 million yuan for the first half of the year, a year-on-year increase of 56.54%, with a net profit of 38.01 million yuan, up 1313.23% [6] - Sany Heavy Industry achieved a revenue of 44.534 billion yuan, a year-on-year increase of 14.96%, with a net profit of 5.216 billion yuan, up 46% [6] - Kuaishou's second-quarter revenue reached 35.05 billion yuan, a year-on-year increase of 13.1%, with an adjusted net profit of 5.62 billion yuan [7]