国元证券股份有限公司 关于深圳证券交易所 《关于安徽国风新材料股份有限公司 发行股份购买资产并募集配套资金申请的 审核问询函》回复之核查意见 （修订稿） 独立财务顾问 二〇二五年八月 深圳证券交易所： 安徽国风新材料股份有限公司（以下简称"上市公司"、"公司"或"国风新 材"）于 2025 年 5 月 19 日收到深圳证券交易所《关于安徽国风新材料股份有限公司 发行股份购买资产并募集配套资金申请的审核问询函》（审核函〔2025〕130004 号） （以下简称"《审核问询函》"）。公司及相关中介机构就《审核问询函》所提问题 进行了认真讨论分析与核查，并按照要求在《安徽国风新材料股份有限公司发行股份 及支付现金购买资产并募集配套资金暨关联交易报告书（草案）》（以下简称"重组 报告书"）中进行了相应的修订和补充披露。国元证券股份有限公司（以下简称"独 立财务顾问"）作为本次交易的独立财务顾问，现发表核查意见如下。 如无特别说明，本核查意见使用的简称与重组报告书中的释义相同。在本核查意 见中，部分合计数与各明细数直接相加之和在尾数上如有差异，如无特殊说明，均系 四舍五入造成。 问题 1：关于标的资产业绩和经营情况 目 ...

Core Viewpoint - Anhui Guofeng New Materials Co., Ltd. is undergoing a significant asset acquisition and fundraising process, with a focus on functional coating composite materials, particularly in the electronic display sector, which is expected to see substantial revenue growth in the coming years [1][2]. Group 1: Transaction Evaluation - The valuation of the target assets is based on the income approach, with a total equity value of 1.213 billion yuan and an appreciation rate of 128.11% as of the evaluation base date [1]. - Revenue growth for the target assets is projected to be driven primarily by precision functional film materials, with expected revenues from 2025 to 2029 of 92 million yuan, 224 million yuan, 350 million yuan, 427 million yuan, and 463 million yuan, reflecting growth rates of 144.08%, 56.28%, and a continuous increase in gross margin [1][2]. - The optical protection film materials for electronic screens are expected to generate revenues of 770 million yuan, 774 million yuan, 776 million yuan, 778 million yuan, and 780 million yuan from 2025 to 2029, with a year-on-year growth of 22.66% in 2025 [1][2]. Group 2: Market Potential and Trends - The downstream application fields for functional coating composite materials include consumer electronics and new displays, characterized by rapid technological innovation and product launches [1]. - The global LCD panel market is projected to grow, with China's share expected to increase significantly, indicating a strong domestic demand for related materials [11][13]. - The OLED display market is also expanding rapidly, driven by increasing demand for high-end display technologies in smartphones and televisions, with a projected compound annual growth rate of 40.6% from 2023 to 2028 [15][19]. Group 3: Competitive Advantages - The company has established itself as a key supplier for major manufacturers like Samsung, indicating its products meet high-quality standards and have significant market acceptance [21][22]. - The company has developed a comprehensive supply chain and production capabilities, allowing for cost control and rapid response to market demands, which enhances its competitive position against both imported and domestic products [23][24]. - The company’s focus on R&D and technological advancements has enabled it to achieve performance levels that meet or exceed international standards, providing a strong foundation for future growth [21][24].

Core Viewpoint - The news discusses the special verification opinion regarding Anhui Guofeng New Materials Co., Ltd.'s issuance of shares to purchase assets and raise supporting funds, focusing on the performance and operational status of the target asset, Jinzhang Technology Co., Ltd. Group 1: Performance and Operational Status of Target Asset - Jinzhang Technology's main business involves the research, production, and sales of functional coating composite materials, with key products including optical protective films for electronic screens and precision functional films for electronic processes [2][3] - The main business revenue of Jinzhang Technology was 574 million yuan and 654 million yuan, with a year-on-year growth of 95.52% and 95.99% in 2024 [2] - The gross profit margins for the optical protective films were 16.13% and 19.92%, while for precision functional films, they were 8.75% and 12.59%, with the increase in gross profit margin attributed to a higher proportion of high-margin anti-static film revenue [2] - The asset's short-term and long-term borrowings totaled 92.59 million yuan and 113.06 million yuan, with financial expenses of 3.70 million yuan and 1.26 million yuan, and a net profit increase of 76.28% [2] - The production capacity utilization rates for the optical protective films were 61.97% and 70.96%, calculated based on coating processes and production plans [2] Group 2: Industry Context and Competitive Landscape - The functional coating composite materials industry is technology-intensive and is currently in its early development stage in China, with many small to medium-sized enterprises and significant technological gaps compared to leading global firms [3][4] - The rapid development of downstream applications such as consumer electronics, new displays, large-scale integrated circuits, and new energy batteries is driving the growth of the industry [3] - The smartphone market, as a key application area for optical protective films, is experiencing a transformation with the increasing penetration of 4G and 5G technologies, leading to a surge in smartphone demand [3][4] - The global and Chinese smartphone shipments are projected to rise from 1.204 billion to 1.223 billion units from 2022 to 2024, indicating a recovery in global smartphone demand [3][4] Group 3: Financial Data and Trends - The financial data from 2020 to 2024 shows that the total assets and net assets of the target company have experienced minor fluctuations, with total assets of 531.77 million yuan and net assets of 649.70 million yuan [5][6] - The revenue from the optical protective films consistently accounted for over 89% of the total revenue during the reporting period, indicating a strong reliance on this product line [5][6] - The sales structure has shifted towards anti-static and privacy films, which have seen increased market demand, leading to revenue growth in these segments [7][8]

Core Viewpoint - Anhui Guofeng New Materials Co., Ltd. is responding to an inquiry from the Shenzhen Stock Exchange regarding its plan to acquire a controlling stake in Taihu Jinzhan Technology Co., Ltd. through a combination of share issuance and cash payment, along with raising supporting funds [1][3] Group 1: Transaction Details - The company plans to purchase 46,263,796 shares of Taihu Jinzhan Technology, representing 58.33% of the total share capital after the cancellation of treasury shares [3] - The total assessed value of 100% equity of the target company is 1.213 billion yuan, with the transaction price for the 58.33% stake set at approximately 699.94 million yuan [3] - The company aims to raise up to 351 million yuan by issuing shares to no more than 35 qualified investors, including Hefei Industrial Investment Holding Group Co., Ltd. [3] Group 2: Target Company Overview - Taihu Jinzhan Technology specializes in the research, production, and sales of functional coating composite materials, primarily focusing on optical protective films for electronic screens and precision functional films for electronic processes [4] - The main application area for the company's products is the consumer electronics sector, particularly smartphones [4] Group 3: Financial Performance - From 2020 to 2024, the total assets of the target company were 763.83 million yuan, 784.66 million yuan, 737.02 million yuan, 848.13 million yuan, and 880.93 million yuan, with percentage changes of 2.73%, -6.07%, 15.08%, and 3.87% respectively [5] - The net assets during the same period were 499.34 million yuan, 469.82 million yuan, 455.58 million yuan, 496.47 million yuan, and 531.77 million yuan, showing changes of -5.91%, -3.03%, 8.98%, and 7.11% respectively [5] - The company's operating revenue for the years 2020 to 2024 was 565.83 million yuan, 456.49 million yuan, 375.65 million yuan, 574.79 million yuan, and 656.10 million yuan, with changes of -19.32%, -17.71%, 53.01%, and 14.15% respectively, indicating a trend of decline followed by recovery [6] - Sales revenue from optical protective films consistently accounted for over 89% of the total operating revenue during this period [6]