长江证券承销保荐有限公司 关于浙江严牌过滤技术股份有限公司 使用部分暂时闲置募集资金 进行现金管理的核查意见 深圳证券交易所： 长江证券承销保荐有限公司（以下简称"长江保荐"、"保荐机构"）作为浙 江严牌过滤技术股份有限公司（以下简称"严牌股份"、"公司"）首次公开发行 股票并在创业板上市、向不特定对象发行可转换公司债券的保荐机构，根据 《证券发行上市保荐业务管理办法》、《上市公司募集资金监管规则》、《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 2 号——创业板上市公司规范运作》等相关法律、法规和规范性文件的规定履行 持续督导职责，对严牌股份本次拟使用部分暂时闲置募集资金进行现金管理的 事项进行了审慎核查，核查情况及核查意见如下： 一、募集资金的基本情况 经中国证券监督管理委员会核发的《关于同意浙江严牌过滤技术股份有限 公司向不特定对象发行可转换公司债券注册的批复》（证监许可[2024]40 号）同 意注册，浙江严牌过滤技术股份有限公司向不特定对象发行 4,678,889 张可转换 公司债券，每张面值为人民币 100 元，募集资金总额人民币 467,888,900.00 元， ...

Group 1 - Company plans to acquire 100% equity of Technische Textilien Lrrach GmbH & Co. KG (TTL) for approximately €2.9 million to enhance its global strategy and local service capabilities in the textile solutions market [1] - TTL, established in 1838, specializes in non-woven materials for industrial textiles, serving over 300 clients with strong market competitiveness in laundry textiles [1] - The acquisition aims to integrate TTL's sales team and global customer resources, promoting mutual product advantages and enhancing global competitiveness [1] Group 2 - Environmental policies are reshaping the filtration materials industry, with the EU's REACH regulation raising recyclability standards to 60% and China's air pollution prevention plan mandating 99.97% filtration efficiency [2] - The non-woven filtration materials market is expected to exceed $42 billion by 2025, with China contributing over 35% and a growth rate of 8.7% [2] - The industry is undergoing technological innovation and product optimization driven by domestic and international environmental policies [2] Group 3 - Company has developed a mature and diverse production process for filtration materials, enhancing product performance and cost-effectiveness [3] - The company focuses on customized solutions for specific industries, such as non-removable filter cloths for titanium dioxide and specialized anode cloths for thermal power plants [3] Group 4 - Company achieved revenue of 785 million yuan in 2024, a year-on-year increase of 8.75%, and 200 million yuan in Q1 2025, a growth of 16.49% [4] - The company has advanced production capabilities with multiple imported needle-punched non-woven fabric production lines and over 200 looms, leading the industry in production scale [4] - The company is investing in high-performance filtration materials and automation to enhance production efficiency and expand its core competitiveness in the environmental filtration sector [4] Group 5 - Company is expanding its overseas market presence, achieving 290 million yuan in overseas revenue in 2024, a 7.04% increase, accounting for 36.99% of total revenue [5] - The company is leveraging its subsidiary in the U.S. and partnerships in Europe to tap into North American and Southeast Asian markets [5] - The acquisition of TTL will enhance the company's brand influence and technical expertise in the industrial textile sector, accelerating its transition from a domestic leader to a global provider of environmental solutions [5]

Core Insights - Zhejiang Jinhai High-tech Co., Ltd. reported a significant increase in net profit by 32.20% for the year 2024, while cash flow from operating activities decreased by 33.44, indicating a divergence in financial performance that warrants investor attention [1][13]. Financial Performance Analysis - Revenue: The company achieved a revenue of 788,542,275.71 yuan in 2024, an increase of 8.74% from 725,193,069.04 yuan in 2023, primarily driven by an increase in orders [2]. - Net Profit: The net profit attributable to shareholders was 65,038,748.85 yuan, up from 49,198,371.54 yuan in 2023, reflecting a 32.20% growth due to stable expenses amid rising orders [3]. - Deducted Non-Recurring Profit: The net profit after deducting non-recurring items was 56,794,569.01 yuan, a 34.60% increase from 42,196,199.50 yuan in 2023, indicating enhanced core business profitability [4]. - Earnings Per Share: Basic earnings per share rose to 0.28 yuan, a 33.33% increase from 0.21 yuan in 2023, while the diluted earnings per share also increased by 33.33% to 0.24 yuan [5]. Expense Analysis - Sales Expenses: Sales expenses slightly increased by 1.05% to 27,861,158.23 yuan, attributed to stable business structure and personnel [6]. - Management Expenses: Management expenses rose by 0.96% to 68,653,944.69 yuan, reflecting stable internal management [7]. - Financial Expenses: Financial expenses significantly decreased by 66.00% to 398,663.54 yuan, mainly due to currency fluctuations [8]. - R&D Expenses: R&D expenses decreased by 5.71% to 19,657,821.80 yuan, indicating a need for continued investment in R&D to maintain competitive advantage [10]. Cash Flow Analysis - Operating Cash Flow: The net cash flow from operating activities was 76,692,815.49 yuan, down 33.44% from 115,228,108.23 yuan in 2023, primarily due to changes in payment cycles [13]. - Investment Cash Flow: The net cash flow from investing activities was -296,782,544.86 yuan, an increase in outflows due to expanded investment activities [14]. - Financing Cash Flow: The net cash flow from financing activities improved to -29,706,473.80 yuan from -47,640,787.85 yuan in 2023, indicating better fund management [15]. R&D and Innovation - R&D Investment: The total R&D expenditure was 19,657,821.80 yuan, accounting for 2.49% of revenue, with a stable proportion despite a slight decrease in absolute terms [11]. - R&D Personnel: The R&D team consists of 66 members, with a stable structure but a need for more high-end talent to enhance innovation capabilities [12].