国联民生证券承销保荐有限公司 关于深圳市杰恩创意设计股份有限公司 详式权益变动报告书 之 2025 年第二季度持续督导意见 暨持续督导总结报告 财务顾问 二零二五年九月 声明 国联民生证券承销保荐有限公司（以下简称"国联民生"或"本财务顾问"） 接受金晟信康的委托，担任金晟信康本次权益变动的财务顾问。2024 年 8 月 6 日，上市公司公告了《深圳市杰恩创意设计股份有限公司详式权益变动报告书》。 根据《上市公司收购管理办法（2020 年修订）》，本财务顾问持续督导期为 2024 年 8 月 6 日至收购完成后 12 个月。 通过日常沟通并结合上市公司 2025 年半年度报告，本财务顾问出具持续督 导意见如下： 作为本次权益变动的财务顾问，国联民生出具的持续督导意见是在假设本次 权益变动的各方当事人均按照相关协议条款和承诺全面履行其所有职责的基础 上提出的。本财务顾问特作如下声明： （一）本意见所依据的文件、资料及其他相关材料基于的假设前提是上述资 料和意见真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏；本财务 顾问未对上述资料和意见作出任何承诺或保证。 （二）本意见不构成对杰恩设计的任何投资建议，对 ...

Market Overview - As of September 4, the Shanghai Composite Index closed at 3765.88 points, with a decline of 1.25%. The Shenzhen Component Index closed at 12118.70 points, down 2.83%, and the ChiNext Index closed at 2776.25 points, decreasing by 4.25% [1] Trading Activity - A total of 2131 stocks saw an increase in average transaction volume, with 40 stocks experiencing a rise of over 50% in average transaction volume. Conversely, 2426 stocks reported a decrease in average transaction volume [1] - Notable stocks with significant increases in average transaction volume include Aishida (爱仕达) with a 207.02% increase, Huijia Times (汇嘉时代) with 184.35%, and Victory Precision (胜利精密) with 158.81% [1] Active Stocks - The stocks with the highest increase in transaction volume and transaction count include: - Spring兴精工 with a transaction count increase of 2190.85% - Hanzhong Precision (汉钟精机) with a transaction count increase of 827.07% - Lushan New Materials (鹿山新材) with a transaction count increase of 476.62% [1] Notable Performers - The following stocks showed significant daily gains: - Aishida (爱仕达) increased by 10.03% - Huijia Times (汇嘉时代) rose by 10.05% - Victory Precision (胜利精密) gained 10.09% [1] - Other notable performers include: - Strait Environmental (海峡环保) with a 10.08% increase - An彩高科 with a 9.92% increase [1] Additional Trading Insights - The average transaction volume and transaction count for several stocks also showed substantial increases, indicating heightened trading activity. For example, Tianchuang Fashion (天创时尚) had a transaction count increase of 204.19% [1][2]

Group 1 - The stock price of Jian Design (300668.SZ) experienced significant volatility, with a sharp drop of 10.83% at the opening on September 4, followed by a sudden surge of 17.71% before closing at 20.6 yuan per share [1] - The trading volume on the day of the price fluctuation was 52.734 million yuan, with the last transaction accounting for 45.84% of the total trading volume [1] - The company acknowledged the unusual stock price movements but stated that it had no specific information to disclose and attributed the fluctuations to individual shareholder actions [1] Group 2 - Jian Design reported disappointing financial performance, with a revenue of 586 million yuan in 2024, representing a year-on-year decline of 21.74% [2] - The company recorded a net loss of 12 million yuan in 2024, a significant drop of 120.91% compared to the previous year [2] - For the first half of 2025, revenue was 234 million yuan, down 8.65% year-on-year, with a net loss of 5.887 billion yuan, reflecting a decline of 120.21% [2]

Market Overview - The A-share market showed mixed performance today, with the Shanghai Composite Index falling over 1% and briefly dropping below the 3800-point mark, while the ChiNext Index remained relatively strong [2] - The Shanghai Composite Index closed down 1.16% at 3813.56 points, the Shenzhen Component Index fell 0.65% to 12472 points, and the ChiNext Index rose 0.95% to 2899.37 points [2] - The total trading volume in the Shanghai and Shenzhen markets was 239.61 billion yuan, a decrease of 51.67 billion yuan from the previous day [2] Sector Performance - Over 4500 stocks declined, with significant losses in the brokerage, insurance, and banking sectors, where major companies like China Life and New China Life fell over 2% [2] - The military industry sector saw substantial declines, with several stocks hitting the daily limit down [2] - Conversely, the innovative drug concept stocks were active, with companies like Baihua Medicine and Chenxin Pharmaceutical hitting the daily limit up [2] Solid-State Battery Sector - The solid-state battery concept was notably active, with stocks like Haibo Technology and Taihe Technology hitting the daily limit up of 20%, and EVE Energy rising over 12% [4][6] - EVE Energy announced the official opening of its solid-state battery production base in Chengdu, with an annual production capacity of nearly 500,000 cells, and the first product, a 10Ah solid-state battery, has been successfully produced [6] - The solid-state battery industry is expected to accelerate due to rising demand and the establishment of industry standards, with significant participation from major institutions [7] Individual Stock Highlights - Tianpu Co., Ltd. achieved a ninth consecutive trading day of hitting the daily limit up, closing at 62.81 yuan per share, with a total market capitalization of 8.4 billion yuan [9] - Jian Design experienced a significant late-session surge, with its stock price increasing over 20% in the last minute of trading, closing up 17.71% at 20.6 yuan per share [14]

Market Overview - The A-share market showed a mixed performance today, with the Shanghai Composite Index falling over 1% and briefly dropping below the 3800-point mark, while the ChiNext Index remained relatively strong, rising by 0.95% to close at 2899.37 points [1] - The total trading volume in the Shanghai and Shenzhen markets was 239.61 billion yuan, a decrease of 51.67 billion yuan compared to the previous day [1] Sector Performance - Over 4500 stocks in the market were in the red, with significant declines in the brokerage, insurance, and banking sectors. Notably, Guosheng Financial Holdings (002670) approached a trading halt, and major insurers like China Life (601628) and Xinhua Insurance (601336) fell over 2% [2] - The military industry sector saw substantial declines, with several stocks hitting the daily limit down [2] - Conversely, the innovative drug concept stocks were active, with Baohua Pharmaceutical (600721) and others hitting the daily limit up, while the solid-state battery concept stocks also surged, with EVE Energy (300014) rising approximately 12% [2][3] Solid-State Battery Sector - The solid-state battery concept was notably active, with stocks like Haibo Technology (300801) and EVE Energy (300014) achieving significant gains, including a 20% limit up for Haibo Technology [3] - EVE Energy announced the official unveiling of its solid-state battery production base in Chengdu, with an annual production capacity of nearly 500,000 cells expected after full operation. The first phase is set to be completed by December 2025, with a capacity of 60Ah batteries [5] - The solid-state battery technology is anticipated to accelerate due to rising demand and the establishment of industry standards, with a conference scheduled for September 2025 to discuss various standards related to solid-state batteries [5][6] Company Highlights - Tianpu Co., Ltd. (605255) achieved a ninth consecutive trading day of limit up, closing at 62.81 yuan per share, with a total market capitalization of 8.4 billion yuan [7] - Tianpu Co., Ltd. reported a revenue of 151 million yuan for the first half of 2025, a year-on-year decrease of 3.44%, and a net profit of 11.3 million yuan, down 16.08% year-on-year [10] - Jian Design (300668) experienced a significant last-minute surge, closing up 17.71% at 20.6 yuan per share, with a total market capitalization of 2.5 billion yuan [12]

Core Viewpoint - Jian Design's stock price increased by 17.71% on the trading day, with a turnover rate of 2.84% and a transaction volume of 52.73 million yuan, indicating strong market interest and activity [2] Trading Activity - The stock was listed on the Shenzhen Stock Exchange due to its closing price increase of 17.71%, with a total net purchase of 4.95 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction volume of 46.72 million yuan, with a buying amount of 25.84 million yuan and a selling amount of 20.89 million yuan, resulting in a net purchase of 4.95 million yuan [2] - The largest buying brokerage was Huaxin Securities, Nanjing Qingliangmen Street branch, with a buying amount of 14.78 million yuan, while the largest selling brokerage was Hu'an Securities, Chizhou branch, with a selling amount of 8.11 million yuan [2] Fund Flow - The stock experienced a net inflow of 980,500 yuan from main funds, with a significant inflow of 732,400 yuan from large orders and 248,100 yuan from medium orders [2] - Over the past five days, the main funds have seen a net outflow of 5.29 million yuan, indicating a potential shift in investor sentiment [2]

Market Overview - The Shanghai Composite Index closed at 3813.56 points, below the five-day moving average, with a decline of 1.16% [1] - The total trading volume of A-shares reached 23956.82 billion [1] Stocks Performance - A total of 136 A-shares broke through the five-day moving average today [1] - Stocks with significant deviation rates include: - Hailianxun (300277) with a deviation rate of 14.15%, closing at 15.46 yuan, up 20.03% [1] - Jian Design (300668) with a deviation rate of 13.27%, closing at 20.60 yuan, up 17.71% [1] - Airo Energy (688717) with a deviation rate of 12.32%, closing at 78.46 yuan, up 19.15% [1] - Other notable stocks with smaller deviation rates include: - Sainuo Medical (688108) with a deviation rate of 8.25%, closing at 36.28 yuan, up 12.67% [1] - Shouke Co. (600376) with a deviation rate of 7.01%, closing at 2.90 yuan, up 9.85% [1] Additional Stocks Data - Other stocks with notable performance include: - Zhongchen Technology (603275) with a deviation rate of 6.97%, closing at 53.94 yuan, up 9.99% [1] - Jingxing Paper (002067) with a deviation rate of 6.55%, closing at 4.62 yuan, up 10.00% [1] - Hanzhong Precision (002158) with a deviation rate of 6.30%, closing at 26.62 yuan, up 10.00% [1] - Additional stocks with lower deviation rates include: - Chaofei Technology (300303) with a deviation rate of 3.71%, closing at 7.10 yuan, up 5.34% [2] - Sega Technology (002796) with a deviation rate of 3.39%, closing at 14.72 yuan, up 10.01% [2] - Yongfu Co. (300712) with a deviation rate of 3.33%, closing at 26.45 yuan, up 5.25% [2]

Core Insights - The company Jian Design (300668) reported a decline in total revenue and net profit for the first half of 2025, indicating financial challenges [1] - The company's gross margin and net margin have significantly decreased compared to the previous year, reflecting operational difficulties [1] Financial Performance - Total revenue for the first half of 2025 was 234 million yuan, a decrease of 8.65% year-on-year [1] - The net profit attributable to shareholders was -588,700 yuan, a decline of 120.21% compared to the previous year [1] - The gross margin was 20.78%, down 17.91% year-on-year, while the net margin was -0.34%, a decrease of 121.84% [1] - The total of selling, administrative, and financial expenses reached 41.47 million yuan, accounting for 17.69% of total revenue, an increase of 34.2% year-on-year [1] Cash Flow and Debt - The company reported cash and cash equivalents of 233 million yuan, an increase of 14.46% year-on-year [1] - Accounts receivable slightly increased to 556 million yuan, up 0.73% year-on-year [1] - Interest-bearing debt decreased significantly to 6.71 million yuan, down 83.10% year-on-year [1] Historical Context - The company's historical median Return on Invested Capital (ROIC) is 19.74%, indicating good investment returns, although the worst year (2024) saw a ROIC of -1.36% [3] - The company has reported one loss year since its listing, suggesting the need for further investigation into the reasons behind recent performance [3] Recommendations - Attention is advised on the company's cash flow situation, as the average operating cash flow over the past three years has been negative [3] - Monitoring of financial expenses is recommended, given the negative net cash flow from operating activities over the past three years [3]

证券代码：300668 证券简称：杰恩设计 公告编号：2025-051 深圳市杰恩创意设计股份有限公司 关于续聘会计师事务所的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 深圳市杰恩创意设计股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召开了第四届董事会第六次会议及第四届监事会第六次会议，会议审议通过了 《关于续聘会计师事务所的议案》，同意续聘立信会计师事务所（特殊普通合伙） （以下简称"立信"）担任公司 2025 年度审计机构，本事项尚需提交公司股东 会审议通过。本次续聘会计师事务所事项符合财政部、国务院国资委、证监会印 发的《国有企业、上市公司选聘会计师事务所管理办法》（财会〔2023〕4 号） 的规定。现将有关事项公告如下： 一、拟续聘会计师事务所事项的情况说明 立信会计师事务所（特殊普通合伙）具备为上市公司提供审计服务的经验与 能力，在为公司提供审计服务的工作中，能够遵循独立、客观、公正的职业准则， 恪尽职守，为公司提供了高质量的审计服务，其出具的报告能够客观、真实地反 映公司的实际情况、财务状况和经营成果，切实履行了审计机 ...

| | | 占用方与上 | 上市公司核算 | 2025 年期 | 2025 年半年度 占用累计发生 | 2025 年半年 度占用资金 | 2025 年半年 | 2025 年 6 月 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用 | 资金占用方名称 | 市公司的关 | 的会计科目 | 初占用资 | 金额（不含利 | 的利息(如 | 度偿还累计 | 30 日占用资 | 占用形成原因 | 占用性质 | | | | 联关系 | | 金余额 | 息） | 有) | 发生金额 | 金余额 | | | | 控股股东、实际控制 | | | | | | | | | | | | 人及其附属企业 | | | | | | | | | | | | 小计 | - | - | - | - | - | - | - | - | - | - | | 前控股股东、实际控 | | | | | | | | | | | | 制人及其附属企业 | | | | | | | | | | | | 小计 | - | - | - | - | ...