北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于江苏凯伦建材股份有限公司 2025 年第二次临时股东大会的 国枫律股字[2025]A0429 号 致：江苏凯伦建材股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出 席并见证贵公司 2025 年第二次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》 （以下简称"《股东会规则》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业 规则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政 法规、规章、规范性文件及《江苏凯伦建材股份有限公司章程》（以下简称"《公 司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席会议人 员资格、会议表决程序及表决结果等事宜，出具本法律意见书 ...

证券代码：300715 证券简称：凯伦股份 公告编号:2025-070 江苏凯伦建材股份有限公司 关于公司相关方承诺事项履行情况的进展公告 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，不存在 虚假记载、误导性陈述或重大遗漏。 一、承诺基本情况 | | | 注：钱林弟先生2021年10月22日的持股数量包含凯伦控股投资有限公司当日持有公司股 份的数量。 各承诺人按照承诺出具当日各自持有公司股份数量占承诺人持有公司股份 总量的比例承担各自的承诺责任。 二、承诺进展情况 江苏凯伦建材股份有限公司(以下简称"公司")于2021年10月22日收到公司 董事长钱林弟先生、董事李忠人先生、董事张勇先生、原董事季歆宇先生（以下 简称"承诺人"）出具的《承诺函》。主要内容为：为解决恒大集团及其成员企业 向公司购买防水卷材、涂料等产品业务中出现的商业承兑汇票逾期未兑付问题， 承诺人承诺，对截至2021年10月22日公司应收恒大集团及其成员企业的应收账款 及应收票据余额合计18,832.72万元，如在2022年12月31日前无法足额兑付，由 此造成的资产减值损失由承诺人承担，并在2023年-2025年分期支付，每年支 ...

Market Performance - The renovation and building materials sector increased by 1.71% on September 5, with Kexin New Materials leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Top Gainers in the Sector - Kexin New Materials (code: 833580) saw a significant rise of 29.96%, closing at 21.95 with a trading volume of 160,700 shares and a turnover of 319 million yuan [1] - Other notable gainers included: - Fashilong (code: 605318) up 7.04% to 32.71 [1] - Kairun Co., Ltd. (code: 300715) up 7.00% to 11.00 [1] - Zhongqi New Materials (code: 001212) up 6.44% to 56.37 [1] - Wanli Stone (code: 002785) up 6.43% to 29.64 [1] Capital Flow Analysis - The renovation and building materials sector experienced a net inflow of 153 million yuan from institutional investors, while retail investors saw a net outflow of 192 million yuan [2] - The top stocks by net inflow from institutional investors included: - Zhongqi New Materials with a net inflow of 52.19 million yuan [3] - Beijing Lier with a net inflow of 42.29 million yuan [3] - North New Materials with a net inflow of 29.48 million yuan [3]

Industry Overview - Self-adhesive membranes are a new type of waterproof material characterized by low-temperature flexibility, self-healing properties, and strong adhesion, allowing for quick construction at room temperature and compliance with environmental standards [1][2] - The production of self-adhesive membranes in China is projected to grow from 402 million square meters in 2015 to 1.477 billion square meters by 2024, driven by advancements in technology and expanding applications [1][8] Industry Development History - The self-adhesive membrane industry in China began in the 1990s with the introduction of products from international brands, followed by local production efforts [4] - By 2000, advancements in technology led to mass production of self-adhesive waterproof membranes, and industry standards were established in 2002 to ensure product quality [4][5] Industry Supply Chain - The supply chain consists of upstream raw material suppliers (asphalt, polymer resins, polyethylene films), midstream manufacturers who produce various self-adhesive membrane products, and downstream applications in construction and infrastructure [6] - The production of petroleum asphalt, a key component, has seen fluctuations, with a projected output of 34.508 million tons in 2024, down from 62.88 million tons in 2020 [6][7] Market Demand and Trends - The self-adhesive membrane industry is closely linked to the real estate sector, which is currently experiencing a downturn, impacting demand [7] - However, infrastructure investment remains robust, with a 3.2% year-on-year growth in the first half of 2025, providing some demand for self-adhesive membranes [7][8] Competitive Landscape - Major players in the self-adhesive membrane industry include Beijing Oriental Yuhong Waterproof Technology Co., Ltd. and Keshun Waterproof Technology Co., Ltd., which leverage technology and brand strength to maintain market leadership [9][11] - Smaller companies focus on niche products and regional markets due to limited resources compared to larger firms [9] Future Industry Trends - The industry is expected to see increased concentration as stricter environmental regulations and rising production costs lead to the elimination of less competitive firms [14] - Companies are expanding internationally to seek new growth opportunities, with notable efforts from leading firms to establish overseas operations [15] - Government policies are increasingly supportive of high-performance waterproof materials, enhancing the growth prospects for self-adhesive membranes [16]

Core Viewpoint - Karen Co., Ltd. (300715) reported a mixed performance in its 2025 mid-year financial results, with a decline in total revenue but a significant increase in net profit and profitability metrics [1] Financial Performance Summary - Total revenue for the first half of 2025 was 1.148 billion yuan, a decrease of 5.92% year-on-year [1] - Net profit attributable to shareholders reached 25.81 million yuan, an increase of 232.48% year-on-year [1] - Gross margin improved slightly to 22.75%, up 0.48% year-on-year, while net margin surged to 3.69%, reflecting a 477.66% increase [1] - The company reported a significant increase in earnings per share (EPS) to 0.07 yuan, a rise of 250.00% year-on-year [1] Cost and Expense Analysis - Total selling, administrative, and financial expenses amounted to 159 million yuan, accounting for 13.83% of revenue, down 16.3% year-on-year [1] - Selling expenses decreased by 25.63% due to reduced employee compensation [9] - Administrative expenses fell by 15.53% due to lower office, travel, and business entertainment costs [10] - Financial expenses decreased by 22.93% as a result of reduced interest expenses [11] Cash Flow and Asset Management - Operating cash flow per share improved to 0.13 yuan, a year-on-year increase of 116.63% [1] - The company experienced a 29.13% decrease in cash and cash equivalents, attributed to the cash acquisition of a 51% stake in Jiazhi Color [1] - Contract assets increased by 37.18% due to increased waterproof engineering and the consolidation of Jiazhi Color [2] - Inventory surged by 200.7% as a result of the consolidation of Jiazhi Color's inventory [2] Debt and Liabilities Overview - Interest-bearing liabilities decreased by 24.03% to 2.019 billion yuan [1] - Contract liabilities rose by 92.26% due to increased uncompleted waterproof engineering payments and the consolidation of Jiazhi Color [5] - Lease liabilities increased significantly by 308.7% due to increased operating lease agreements [6] Business Model and Historical Performance - The company's business model relies heavily on marketing-driven strategies, which require careful examination of underlying factors [14] - Historical performance shows a median Return on Invested Capital (ROIC) of 11.07%, with three years of losses since its listing [13]

Group 1 - The renovation and building materials sector experienced a slight increase, closing at 15,272.80 points with a growth rate of 0.83% [1] - Several stocks in the renovation and building materials sector saw price increases, with Yangzi New Materials leading at 4.08 CNY per share, up 7.37% [1] - Kangxin New Materials closed at 2.91 CNY per share, with a growth of 6.99%, ranking second in the sector [1] Group 2 - *ST Yazhen closed at 27.29 CNY per share, with a growth of 5.00%, ranking third among renovation and building materials stocks [1] - Kairun Co. led the decline in the sector, closing at 11.55 CNY per share, down 6.93% [1] - Yong'an Forestry and Sankeshu also experienced declines, closing at 7.02 CNY per share (down 3.70%) and 49.45 CNY per share (down 3.06%) respectively [1] Group 3 - Dongwu Securities released a report indicating that the real estate chain's slope is slowing but the direction remains unchanged, with the clearing of the real estate chain nearing completion [1] - The supply structure has significantly improved, with stable demand expected in 2025 and low growth expectations for companies, indicating a high probability for the sector [1] - The "old-for-new" subsidy is expected to accelerate home appliance consumption in Q4 2024, with furniture consumption also anticipated to increase significantly by March 2025, and a notable acceleration in home decoration expected by Q3 2025 [1]

Market Overview - The renovation and building materials sector experienced a decline of 0.68% on August 26, with Kailun Co., Ltd. leading the drop [1] - The Shanghai Composite Index closed at 3868.38, down 0.39%, while the Shenzhen Component Index closed at 12473.17, up 0.26% [1] Stock Performance - Key stocks in the renovation and building materials sector showed varied performance, with notable gainers including: - Kaier New Material (300234) at 6.17, up 7.49% with a trading volume of 429,600 shares and a turnover of 260 million yuan - Yangzi New Material (002652) at 4.01, up 5.53% with a trading volume of 512,800 shares and a turnover of 203 million yuan - Haicui New Material (000619) at 6.84, up 5.23% with a trading volume of 327,100 shares and a turnover of 222 million yuan [1] - Conversely, Kailun Co., Ltd. (300715) saw a significant decline of 7.33%, closing at 11.50 with a trading volume of 173,800 shares and a turnover of 201 million yuan [2] Capital Flow - The renovation and building materials sector experienced a net outflow of 240 million yuan from institutional investors, while retail investors saw a net inflow of 140 million yuan [2] - The capital flow for specific stocks indicated: - Beixin Building Materials (000786) had a net inflow of 28.23 million yuan from institutional investors, while retail investors had a net outflow of 10.02 million yuan [3] - Haicui New Material (000619) recorded a net inflow of 24.21 million yuan from institutional investors, with retail investors also experiencing a net outflow of 5.72 million yuan [3]

证券代码：300715 证券简称：凯伦股份 公告编号:2025-059 江苏凯伦建材股份有限公司 第五届监事会第十六次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，不存在 虚假记载、误导性陈述或重大遗漏。 一、监事会会议召开情况 江苏凯伦建材股份有限公司（以下简称"公司"或"本公司"）第五届监事 会第十六次会议于 2025 年 8 月 25 日在公司会议室以现场方式召开，会议通知以 专人送达方式于 2025 年 8 月 15 日向各位监事发出，本次会议应参加监事 3 名， 实际参加监事 3 名，会议由监事会主席胡晓丽女士主持。本次会议的召开符合《公 司法》等有关法律、法规及《公司章程》的规定。 二、监事会会议审议情况 (一)审议通过《关于公司 2025 年半年度报告及摘要的议案》 经审核，监事会认为董事会编制和审核公司2025年半年度报告的程序符合法 律、行政法规和中国证监会的规定，报告内容真实、准确、完整地反映了公司的 实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容详见公司于巨潮资讯网（http://www.cninfo.com.cn）披露的《2025 年半年度报 ...

Meeting Information - Jiangsu Kairun Building Materials Co., Ltd. will hold its second extraordinary general meeting of shareholders for 2025 on September 11, 2025, at 14:30 [1] - The meeting will include both on-site and online voting options, with specific time slots for online voting through the Shenzhen Stock Exchange trading system [2] Voting Procedures - Shareholders must choose either on-site or online voting, and duplicate votes will be counted based on the first submission [2] - Only shareholders registered by the close of business on September 5, 2025, are eligible to attend and vote at the meeting [2] Agenda Items - The meeting will review proposals related to the formulation, revision, and abolition of certain governance systems, with a total of 9 sub-proposals [3] - A special resolution requires approval from more than two-thirds of the voting rights held by attending shareholders [3] Registration Requirements - Individual shareholders must present identification and shareholder account cards for registration, while corporate shareholders must provide additional documentation [4] - Remote shareholders can register via mail or fax, ensuring their registration is received by the company by September 10, 2025, at 16:30 [4] Online Voting Process - Shareholders can participate in online voting through the Shenzhen Stock Exchange's trading and internet voting systems, with detailed procedures provided in an attachment [5][6]

Group 1 - The board of directors of Jiangsu Kairun Building Materials Co., Ltd. held its 19th meeting on August 25, 2025, with all 6 attending members, confirming compliance with relevant laws and regulations [1] - The board approved the 2025 semi-annual report and its summary, affirming the report's authenticity and completeness [2] - The board also approved a special report on the management and use of raised funds, confirming compliance with regulations and no harm to shareholder interests [2] Group 2 - The board approved the provision for asset impairment, aligning with accounting standards and reflecting the company's financial status as of June 30, 2025 [3] - A proposal for conducting futures hedging for raw materials was approved, with a maximum margin of RMB 10 million for a 12-month period [3] - The board agreed to nominate Chen Xianfeng as a non-independent director, pending approval at the shareholders' meeting [4] Group 3 - The board approved the appointment of Chen Jie as the vice general manager and board secretary, effective until the end of the current board's term [5] - A proposal to use up to RMB 80 million of idle funds for cash management in low-risk financial products was approved, with a 12-month usage period [5] - The board approved a guarantee for the operating needs of its subsidiaries, ensuring compliance with regulations and manageable risk [6] Group 4 - The board approved amendments to the company's articles of association to enhance governance and compliance with updated regulations [6] - The board approved the establishment, revision, and abolition of certain governance systems [7] - A proposal to hold the second extraordinary general meeting of shareholders in 2025 on September 11 was approved [8]