哈尔滨森鹰窗业股份有限公司 2025年第四次临时股东大会决议公告 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： 1、本次股东大会无增加、变更、否决议案的情况； 2、本次股东大会不涉及变更以往股东大会决议的情形； 证券代码：301227 证券简称：森鹰窗业 公告编号：2025-082 （3）会议召集人及主持人：本次会议由公司第九届董事会召集，由公司董 事王建杰女士主持（董事长边可仁先生因工作原因以通讯方式出席会议，未能 现场主持本次会议，经半数以上董事推举，由董事王建杰女士主持本次会议）。 3、本次股东大会以现场和网络投票相结合的方式召开。 1 规定。 2、会议出席情况 （1）股东出席的总体情况：通过现场和网络投票的股东及股东代理人共24 人，代表股份61,577,200股，占公司有表决权股份总数（已扣除公司回购专用账 户股份数量，下同）的67.9877％。其中：通过现场投票的股东及股东代理人共 10人，代表股份61,564,600股，占公司有表决权股份总数的67.9738％。通过网 络投票的股东14人，代表股份12,600股，占公司有表决权股份总 ...

深圳市福田区中心五路 18 号星河中心大厦 19 层 电话：0755-23993388 传真：0755-86186205 邮编：518048 国枫律股字[2025]C0101 号 致：哈尔滨森鹰窗业股份有限公司（贵公司） 北京国枫（深圳）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 年第四次临时股东大会（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《哈尔滨森鹰窗业股 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。 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召 ...

Core Viewpoint - The announcement indicates that the controlling shareholder and actual controller's concerted action partner, Bian Kerun, has reduced his stake in the company through centralized bidding transactions, alongside a reduction by the company's director and CFO, Liu Chujie, indicating potential shifts in insider ownership and market sentiment [1] Summary by Relevant Categories Shareholder Actions - Bian Kerun reduced his holdings by 202,600 shares, representing 0.21% of the company's total share capital on August 29, 2025 [1] - Liu Chujie, the director and CFO, reduced his holdings by 237,500 shares, accounting for 0.25% of the company's total share capital from August 29 to September 1, 2025 [1] - The reduction plans for both parties have been completed [1]

哈尔滨森鹰窗业股份有限公司 关于控股股东及实际控制人之一致行动人暨部分董事、高 级管理人员减持计划完成的公告 边可仁先生、刘楚洁女士保证向本公司提供的信息内容真实、准确、完整，没 有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 哈尔滨森鹰窗业股份有限公司（以下简称"公司"）于 2025 年 7 月 17 日 披露了《关于控股股东及实际控制人之一致行动人暨部分董事、高级管理人员 减持股份的预披露公告》（公告编号：2025-063）。 证券代码：301227 证券简称：森鹰窗业 公告编号：2025-081 二、其他相关说明 1、本次减持符合《公司法》《证券法》《上市公司股东减持股份管理暂行 办法》《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 18 号——股东及董事、高级管理人员减持股份》等相关法律、法 规及规范性文件的规定； 2、本次减持计划实施不会导致公司控制权发生变更，不会对公司治理结构、 股权结构及持续性经营产生影响； 3、本次减持事项已按照相关规定进行了预披露，本次减持符合预披露的减 持计划，不存在违反已披露的减持计划 ...

Group 1 - The core point of the news is that Senying Windows (301227) has seen significant financing activity, with a net financing purchase of 3.207 million yuan on August 27, 2025, and a total net purchase of 16.7678 million yuan over the last three trading days [1][2][3] - The financing balance for Senying Windows reached 110 million yuan, reflecting a 3% increase from the previous day [2][3] - In the last 20 trading days, there have been 12 days with net financing purchases, indicating a positive trend in investor sentiment towards the stock [1] Group 2 - The financing net purchases for the last few trading days are as follows: 3.207 million yuan on August 27, 5.6215 million yuan on August 26, and 7.9392 million yuan on August 25 [2] - The financing balance has shown a consistent upward trend, increasing from 101 million yuan on August 25 to 110 million yuan on August 27 [2][3] - The proportion of financing balance to the circulating market value was 9.28% on August 27, indicating a growing interest in the stock among investors [2]

Core Viewpoint - The financial performance of Senying Windows (301227) for the first half of 2025 shows a slight increase in revenue but a significant decline in net profit, indicating potential challenges in profitability despite revenue growth [1]. Financial Performance Summary - Total revenue for the first half of 2025 reached 247 million yuan, a year-on-year increase of 3.89% compared to 237 million yuan in 2024 [1]. - The net profit attributable to shareholders was -12.75 million yuan, a drastic decline of 2625.13% from a profit of 0.505 million yuan in the previous year [1]. - The gross profit margin improved to 24.35%, up 8.48% year-on-year, while the net profit margin fell to -5.17%, a decrease of 2531.04% [1]. - Total receivables accounted for 41.87% of total revenue, indicating a significant amount of outstanding payments [1]. Cash Flow and Financial Ratios - Operating cash flow decreased by 34.32%, attributed to reduced sales collections [3]. - The net cash flow from financing activities increased by 103.79%, driven by increased borrowings and reduced share repurchases [4]. - The average operating cash flow over the past three years is only 17.06% of current liabilities, raising concerns about liquidity [4]. Changes in Financial Items - Accounts receivable increased by 181.79% due to higher bill collections [2]. - Financial expenses rose by 60.55%, primarily due to decreased bank interest income [2]. - The company’s total liabilities increased by 26.83%, indicating a rise in interest-bearing debt [1]. Business Model and Investment Outlook - The company's business model relies heavily on capital expenditures, necessitating careful evaluation of the profitability of these investments [4]. - Analysts project a modest improvement in performance for 2025, with expected earnings of 4 million yuan and an average earnings per share of 0.04 yuan [4].

Core Viewpoint - Harbin Senying Window Industry Co., Ltd. has announced an increase in the cash management limit for idle self-owned funds to enhance the efficiency of fund utilization and generate better returns for the company and its shareholders [1][2][3]. Group 1: Cash Management Increase - The company approved the use of up to 2 billion yuan of idle self-owned funds for cash management, raising the total limit to 5 billion yuan [2][3]. - The cash management limit will be shared between the company and its wholly-owned subsidiaries, with a usage period from the date of shareholder meeting approval until May 15, 2026 [2][3]. - The funds can be used for investments in low-risk, highly liquid principal-protected investment products with a maximum investment term of 12 months [3]. Group 2: Purpose and Implementation - The purpose of increasing the cash management limit is to improve the efficiency of idle self-owned funds without affecting the company's normal operations [3][5]. - The management team is authorized to make investment decisions within the approved limit and timeframe, with the finance department responsible for implementation [3][5]. - The company will ensure compliance with relevant regulations and timely information disclosure regarding the cash management activities [3][5]. Group 3: Approval Process and Opinions - The proposal was approved during the 24th meeting of the 9th Board of Directors and the 20th meeting of the 9th Supervisory Board on August 21, 2025 [5]. - The Supervisory Board believes that this move will enhance fund utilization efficiency and will not harm the interests of the company or its shareholders, especially minority shareholders [5]. - The sponsoring institution has confirmed that the necessary procedures have been followed and that the increase in cash management limit complies with relevant laws and regulations [5].

Core Viewpoint - The company intends to increase the cash management limit for idle self-owned funds to enhance fund utilization efficiency and generate better investment returns for the company and its shareholders [1][4]. Summary by Sections Basic Situation of Cash Management Increase - The purpose of cash management is to improve the efficiency of idle self-owned funds without affecting normal operations, allowing the company and its wholly-owned subsidiaries to increase cash management to enhance fund returns [1]. - The limit for cash management is set at no more than RMB 200 million (including the principal), increasing the total limit to RMB 500 million (including the principal) for the company and its subsidiaries, effective from the date of approval by the shareholders' meeting until May 15, 2026 [1][4]. Investment Product Types - The company plans to invest in low-risk, liquid principal-protected investment products with a maturity of no more than 12 months, including but not limited to time deposits, structured deposits, large certificates of deposit, income certificates, and wealth management products [2]. Implementation Method - After approval by the shareholders' meeting, the management team is authorized to make investment decisions within the set limits and duration, including selecting investment products, determining investment amounts, and signing relevant contracts [2][3]. Source of Funds - The funds used for cash management will come from idle self-owned funds and will not involve bank credit funds [2]. Information Disclosure - The company will fulfill its information disclosure obligations in accordance with relevant regulations [2]. Impact of Cash Management on the Company - The increase in cash management for idle self-owned funds will not affect the company's normal operations and is expected to improve fund utilization efficiency, thereby providing better returns for shareholders [3][4]. Review Procedures and Opinions - The board of directors and the supervisory board have reviewed and approved the proposal to increase the cash management limit, confirming that it will enhance fund efficiency without harming the interests of the company and its shareholders [4][5]. Sponsor Institution's Review Opinion - The sponsor institution has verified that the proposal has been approved by the board and the supervisory board, and it complies with relevant legal and regulatory requirements [5].

Group 1 - The company is under the sponsorship of Minsheng Securities for its initial public offering and listing on the Growth Enterprise Market [1][2] - The sponsor representatives, Xie Guomin and Wang Jialin, are responsible for the continuous supervision and guidance of the company [1][2] - The company has effectively established and executed relevant regulations and systems, including those to prevent related party transactions and manage raised funds [1] Group 2 - There have been no instances of late review of the company's information disclosure documents [1] - The company has monthly checks on the special account for raised funds, ensuring project progress aligns with disclosed information [1] - The sponsor has issued independent opinions four times, with no non-consent opinions reported [1]

Core Viewpoint - The supervisory board of Harbin Senying Window Industry Co., Ltd. held its 20th meeting of the 9th session, where several key resolutions were passed regarding the company's 2025 semi-annual report and financial management [1][2][3][4] Group 1: Meeting Overview - The meeting was convened on August 21, 2025, and was legally compliant with relevant laws and regulations [1] - The meeting was chaired by Ms. Zhao Lili, and all members confirmed the authenticity and completeness of the disclosed information [1] Group 2: Resolutions Passed - The supervisory board approved the 2025 semi-annual report, affirming that it accurately reflects the company's operational status without any misleading statements [2][3] - A special report on the use of raised funds for the first half of 2025 was also approved, confirming compliance with regulations and accurate reporting of fund usage [2][3] - The board approved the provision for credit impairment losses and asset impairment losses, ensuring that the decision was based on thorough asset testing and aligned with accounting standards [3] - The board agreed to increase the cash management limit for idle funds to a maximum of RMB 200 million, enhancing the efficiency of fund usage while ensuring normal operations are not affected [4]