广东莱尔新材料科技股份有限公司 前次募集资金使用情况的鉴证报告 众环专字（2025）0500405号 目 录 起始页码 鉴证报告 1 前次募集资金使用情况的鉴证报告 广东莱尔新材料科技股份有限公司前次募集资金使用情况的鉴 证报告 广东莱尔新材料科技股份有限公司 前次募集资金使用情况的鉴证报告 众环专字（2025）0500405 号 广东莱尔新材料科技股份有限公司全体股东： 我们认为，后附的莱尔科技截至 2025 年 06 月 30 日的《前次募集资金使用情况的报告》 已经按照《监管规则适用指引——发行类第 7 号》编制，在所有重大方面如实反映了莱尔科 技截至 2025 年 06 月 30 日的募集资金使用情况。 本鉴证报告仅供莱尔科技申请以简易程序向特定对象发行股票之目的使用，不得用作任 何其他用途。我们同意本鉴证报告作为莱尔科技申请以简易程序向特定对象发行股票的必备 文件，随其他申报材料一起上报。 鉴证报告第 1 页 共 2 页 广东莱尔新材料科技股份有限公司 前次募集资金使用情况的报告 广东莱尔新材料科技股份有限公司 前次募集资金使用情况的报告 根据中国证券监督管理委员会印发的《监管规则适用指引——发行类 ...

Group 1 - The board of Guangdong Lair Technology Co., Ltd. received a resignation letter from General Manager Wu Zhongqian, who is retiring but will continue to serve as the legal representative and vice chairman [1][4] - Lair Technology is a national high-tech enterprise focused on the research and production of functional film materials, with applications in cutting-edge fields such as new energy coating films and carbon nanotube conductive pastes [1] - The company has invested 380 million yuan in a high-tech industrialization base project and 83 million yuan in a 12,000-ton new energy coating film project, effectively breaking through capacity bottlenecks and seizing market opportunities [1] Group 2 - Lair Technology's revenue for 2024 is projected to reach 526 million yuan, with total assets exceeding 1.452 billion yuan [1] - The company's stock price increased slightly from 19.78 yuan at the end of 2022 to 19.80 yuan at the end of 2024, reflecting a growth of 0.12% [2] - The company has undergone changes in its board and management, with two changes in the past year, including the appointment of a new non-independent director, Xia Hesheng, who has extensive academic and research experience in polymer materials [4][5]

Core Viewpoint - The company intends to acquire 5% equity in Lair Technology to enhance strategic cooperation in various fields including automotive electronics, new energy batteries, and AI servers, with a total transaction value of approximately 153.16 million RMB at a price of 19.74 RMB per share [1][7][11]. Group 1: Transaction Overview - The company signed a share transfer agreement with Ternel Investment to acquire 7,759,000 shares of Lair Technology, representing 5% of its total equity [1]. - The total transfer price is set at 153,162,660 RMB, with a per-share price of 19.74 RMB [7][11]. - The transaction is classified as a related party transaction due to the company's connection with De Xin Venture Capital, which holds 0.50% of Lair Technology [2][3]. Group 2: Related Party Relationships - Prior to the transaction, the company did not hold any shares in Lair Technology, while De Xin Venture Capital is a related party due to shared control by the local state-owned assets supervision and administration [2][4]. - The transaction does not require shareholder approval as it does not exceed the threshold of 30 million RMB in related party transactions within the past 12 months [2][3]. Group 3: Financial and Operational Context - Lair Technology reported total assets of 1.45 billion RMB and total liabilities of 373 million RMB as of December 31, 2024, with a net profit of 37 million RMB for the same year [6]. - The company achieved a revenue of 526 million RMB in 2024, reflecting a year-on-year growth of 19.95% [6]. - The first quarter of 2025 saw Lair Technology generate 165 million RMB in revenue, a 65.94% increase compared to the same period in the previous year [6]. Group 4: Strategic Rationale - The acquisition aims to foster collaboration in automotive electronics and new energy sectors, leveraging Lair Technology's advanced materials and technologies [12]. - The partnership is expected to enhance supply chain resilience and improve bargaining power through joint procurement of raw materials [12]. - The company plans to nominate one director to Lair Technology's board following the completion of the transaction, indicating a strategic interest in governance [8][10].

Core Viewpoint - The company intends to acquire 7,759,000 shares of Guangdong Lair Technology Co., Ltd., representing 5.00% of its total share capital, at a price of 19.74 yuan per share, totaling 153,162,660 yuan, to enhance strategic cooperation in various high-tech fields [1][2][3] Transaction Overview - The transaction involves the acquisition of shares from Guangdong Tenair Investment Co., Ltd. to promote strategic collaboration in automotive electronics, new energy batteries, low-altitude flight, humanoid robots, and AI servers [2][3] - The shares will be acquired at a price of 19.74 yuan per share, based on the closing price on the trading day prior to the agreement [4][12] - The funding for the acquisition will come from the company's own funds [4][12] Purpose and Reason for the Transaction - The acquisition aims to establish a strategic partnership with Lair Technology, facilitating resource integration and enhancing competitiveness in emerging fields [3][11] - The collaboration is expected to improve shareholder returns and expand market reach, particularly in the domestic market for automotive and electronic products [3][11] Nature of the Transaction - The transaction is classified as a related party transaction due to the involvement of a related party, De Xin Venture Capital Co., Ltd., which holds a minor stake in Lair Technology [2][3] - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][3] Financial Performance of Lair Technology - Lair Technology reported a revenue of 526 million yuan for the year 2024, a year-on-year increase of 19.95%, and a net profit of 37 million yuan, up 27.69% [11] - For the first quarter of 2025, the company achieved a revenue of 165 million yuan, representing a 65.94% year-on-year growth, with a net profit of 11 million yuan, up 27.87% [11][10] Strategic Cooperation Framework - The strategic cooperation will focus on joint research and development, leveraging each company's strengths in technology and market channels to create a global collaborative sales system [16][17] - The partnership aims to explore supply chain collaboration and joint investment opportunities in various high-tech sectors [16][17]

Core Viewpoint - The strategic partnership between Shiyun Circuit and Lair Technology aims to enhance competitiveness through resource integration and collaboration in various high-tech fields, including automotive electronics and new energy sectors [1][2][3] Group 1: Investment Details - Shiyun Circuit acquired a 5% stake in Lair Technology by purchasing 7.759 million shares at a price of 19.74 yuan per share, totaling 153 million yuan [1] - The transaction price represents a discount of approximately 20% compared to Lair Technology's closing price of 25.19 yuan per share [1] Group 2: Strategic Cooperation - The partnership focuses on five key areas: technological innovation and joint research, resource sharing and collaborative development, global sales network construction and channel sharing, supply chain optimization, and strategic investment layout [2] - Both companies aim to leverage their respective strengths to create a global collaborative sales system, particularly in the fields of automotive electronics and new energy batteries [2] Group 3: Future Prospects - Shiyun Circuit views this transaction as a strategic move to enhance shareholder returns through synergistic effects [3] - Lair Technology aims to leverage Shiyun Circuit's status as a strategic investor to gain a competitive edge in industry upgrades, promoting the idea that their collaboration will yield greater benefits than the sum of their individual efforts [3]