FANGDA PARTNERS http://www.fangdalaw.com 中国深圳市福田区中心四路 1 号 电子邮件 E-mail: email@fangdalaw.com 嘉里建设广场 T1 座 9 楼 电 话 Tel.: 86-755-8159-3999 邮政编码：518048 传 真 Fax: 86-755-8159-3900 9/F, Tower One, Kerry Plaza 1 Zhong Xin Si Road Futian District Shenzhen 518048, China 上海市方达（深圳）律师事务所 关于贝特瑞新材料集团股份有限公司 2025 年第二次临时股东会的 法律意见书 致：贝特瑞新材料集团股份有限公司 上海市方达（深圳）律师事务所（以下简称"本所"）是具有中华人民共和国 境内法律执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席贝 特瑞新材料集团股份有限公司（以下简称"公司"）2025 年第二次临时股东会（以 下简称"本次股东会"），并就本次股东会的召集和召开程序、参与表决和召集会 议人员的资格、表决程序和表决结果等有关事宜出具本法律意见书。 本法律 ...

Investment Rating - The report maintains an "Overweight" rating for the silicon-based anode industry, highlighting the breakthrough in CVD technology and the increasing mainstream adoption of silicon-carbon anodes [1]. Core Insights - Silicon-based anodes are identified as the next-generation anode material for lithium batteries, addressing the performance limitations of traditional graphite anodes, which are nearing their performance limits [4][19]. - The demand for silicon-based anodes is expected to accelerate with the promotion of new battery technologies, particularly in the electric vehicle sector, where consumer expectations for range and fast charging are rising [4][30]. - The industrialization of silicon-based anodes is approaching a critical turning point, driven by advancements in CVD technology, which enhances performance metrics such as capacity and cycle life [4][44]. Summary by Sections 1. Silicon-based Anodes as a New Direction - Lithium battery anode materials are categorized into carbon-based and non-carbon-based materials, with silicon-based anodes emerging as a key focus due to their high theoretical capacity and fast charging capabilities [18][21]. - The theoretical capacity of silicon-based materials is significantly higher than that of traditional graphite, reaching up to 4200 mAh/g, which is over ten times that of graphite [22][25]. 2. New Battery Promotion Accelerating Demand - The application of silicon-based anodes is expanding into the power battery sector, with major automotive manufacturers like Tesla and BYD integrating these materials into new models [29][30]. - The compatibility of silicon-based anodes with solid-state batteries is highlighted, as they are expected to meet the high energy density requirements of next-generation batteries [32][33]. 3. Approaching Industrialization Turning Point - CVD technology is recognized as a breakthrough in the production of silicon-carbon anodes, effectively addressing issues such as volume expansion and enhancing overall stability [44][45]. - Over 30 companies are competing in the silicon-based anode market, with leading firms like BETTERRY and PULITECH making significant advancements in CVD technology [46][47]. 4. Beneficiaries in the Silicon-based Anode Supply Chain - The report outlines the key players in the silicon-based anode supply chain, emphasizing the importance of companies that can leverage CVD technology and lead in production capabilities [48].

截至12月26日，北交所融资融券余额合计79.79亿元，较前一交易日增加2788.90万元，其中，融资余额 79.79亿元，较前一交易日增加2791.38万元，融券余额为25.02万元，较前一交易日减少2.48万元。 | 920571 | 国航远 | -0.69 | 5087.27 | 166.37 | 1.80 | 交通运 | | --- | --- | --- | --- | --- | --- | --- | | | 洋 | | | | | 输 | | 920665 | 科强股 | -2.31 | 1443.47 | 164.82 | 1.52 | 基础化 | | | 份 | | | | | 工 | | 920719 | 宁新新 | 0.00 | 1027.46 | 163.70 | 1.08 | 基础化 | | | 材 | | | | | 工 | | 920068 | 天工股 | -4.79 | 3747.19 | 157.51 | 2.98 | 有色金 | | | 份 | | | | | 属 | | 920418 | 苏轴股 | | | | | 汽车 | | | 份 | -1.72 | 8246.2 ...

Core Insights - As of December 24, the total margin financing and securities lending balance on the Beijing Stock Exchange reached 7.959 billion yuan, an increase of 71.38 million yuan from the previous trading day, marking a continuous increase for four consecutive trading days [1] - The stocks with the highest margin financing balances include Jinbo Biological, Shuguang Digital Innovation, and Better Energy, with latest balances of 399 million yuan, 370 million yuan, and 339 million yuan respectively [1] - A total of 182 stocks on the Beijing Stock Exchange received net margin purchases on December 24, with 44 stocks having net purchases exceeding 1 million yuan, led by Tianli Composite with a net purchase of 9.5846 million yuan [1][2] Margin Financing Overview - The margin financing balance increased for the following stocks on December 24: - Tianli Composite: 572.73 million yuan, up by 9.5846 million yuan, with a market value ratio of 0.67% [2] - Tiangong Co.: 321.16 million yuan, up by 6.5918 million yuan, with a market value ratio of 2.46% [2] - Hongyu Packaging: 254.18 million yuan, up by 6.407 million yuan, with a market value ratio of 0.83% [2] Industry Performance - The industries with the highest concentration of stocks receiving net margin purchases over 1 million yuan include machinery equipment, automotive, and basic chemicals, with 6, 5, and 4 stocks respectively [2] - On December 24, stocks with net margin purchases exceeding 1 million yuan had an average increase of 0.98%, with notable gainers including Tiangong Co. (up 16.15%), Jiahe Technology (up 9.60%), and Litong Technology (up 6.73%) [2] - The average turnover rate for stocks with net margin purchases over 1 million yuan was 4.60%, with the highest turnover rates seen in Tiangong Co. (38.53%), Xingchen Technology (21.24%), and Knight Dairy (18.00%) [2]

Group 1 - The report highlights the performance of the North Exchange in 2025, indicating a significant rise in the North Index 50 to around 1400 points, with three distinct phases of market movement: rapid increase, oscillating rise, and a correction phase [2][12][15] - In the rapid increase phase (January 1 - March 11, 2025), the North Index 50 surged from 1,037.81 to 1,418.65 points, achieving a cumulative return of 36.70%, while the specialized index rose from 1,683.33 to 2,421.50 points, with a return of 43.85% [15][16] - The oscillating rise phase (April 7 - September 5, 2025) saw the North Index 50 increase from 1,044.07 to 1,647.01 points, yielding a cumulative return of 58.70%, and the specialized index from 1,759.64 to 2,806.39 points, with a return of 66.72% [16][17] Group 2 - The correction phase (September 15 - December 19, 2025) stabilized the North Index 50 and specialized index around 1400 and 2400 points, respectively, with the North Index 50 declining to 1,445.84 points and the specialized index to 2,440.21 points, resulting in cumulative returns of 39.32% and 44.96% [17][23] - The report emphasizes the performance of small-cap stocks, indicating that companies with market capitalizations of 0-20 billion, 20-40 billion, 40-80 billion, and above 80 billion had average returns of 54.08%, 38.60%, 18.26%, and 30.59%, respectively [26][31] - The report identifies that national and provincial-level "little giant" companies outperformed non-little giant firms, with average returns of 48.26%, 38.06%, and 39.19% for national, provincial, and non-little giants, respectively [27][29] Group 3 - The report highlights that national and provincial-level single champion companies achieved average returns of 59.27% compared to 39.61% for non-single champion companies [32][34] - In terms of industry performance, high-end equipment and new chemical materials sectors showed higher returns, with average returns of 50.20%, 28.67%, 48.49%, 40.43%, and 43.56% for high-end equipment, information technology, new chemical materials, consumer services, and biomedicine, respectively [34][36] - The report also notes that companies with new productive forces, ESG attributes, high scarcity, and high dividends had average returns of 50.49%, 48.44%, 49.14%, and 57.51%, respectively, indicating a strong performance in these categories [37][43]

Group 1 - The core event involves a block trade of Beitry (stock code: 920185) on the Beijing Stock Exchange, occurring on December 17, 2025, at a closing price of 32.44 yuan per share [1] - The transaction price was 32 yuan per share, with a total volume of 200,000 shares, resulting in a transaction amount of 6.4 million yuan, reflecting a discount of 1.36% [1] - The buying brokerage was CITIC Securities Co., Ltd. Beijing Dongcheng Branch, while the selling brokerage was CITIC Securities Co., Ltd. Shaoxing Qunxian Road Securities Branch [1]

Core Viewpoint - On December 17, 2023, a block trade of Bettery (920185) occurred with a volume of 200,000 shares and a transaction amount of 6.4 million yuan, at a price of 32.00 yuan, reflecting a discount of 1.36% compared to the closing price of the day [2] Summary by Category Block Trade Details - The block trade involved a total volume of 200,000 shares and a transaction amount of 6.4 million yuan [2] - The transaction price was set at 32.00 yuan, which is a 1.36% discount relative to the closing price of the day [2] - The buyer was CITIC Securities Co., Ltd. Beijing Dongcheng Branch, while the seller was CITIC Securities Co., Ltd. Shaoxing Qunxian Road Securities Branch [2] Recent Trading Activity - In the past month, Bettery has recorded a total of 2 block trades, with a cumulative transaction amount of 14.52 million yuan [2] - The closing price of Bettery on the day of the block trade was 32.44 yuan, showing an increase of 2.33% [2] - The stock's turnover rate for the day was 0.88%, with a total transaction amount of 316 million yuan [2] - Over the last 5 days, the stock has appreciated by 6.64% [2]

Core Insights - As of December 16, the total margin financing and securities lending balance on the Beijing Stock Exchange reached 7.757 billion yuan, an increase of 38.90 million yuan from the previous trading day, marking a continuous increase for five consecutive trading days [1] - The stocks with the highest margin financing balances include Jinbo Biological, Shuguang Digital Innovation, and Better Energy, with financing balances of 394 million yuan, 360 million yuan, and 340 million yuan respectively [1] - A total of 159 stocks on the Beijing Stock Exchange received net margin purchases on December 16, with 49 stocks having net purchases exceeding one million yuan, led by Better Energy with a net purchase of 9.208 million yuan [1][2] Industry Analysis - The industries with the highest concentration of stocks receiving net margin purchases exceeding one million yuan include machinery equipment, power equipment, and computers, with 10, 8, and 7 stocks respectively [2] - On December 16, stocks with net margin purchases exceeding one million yuan had an average increase of 1.92%, with notable gainers including Hanxin Technology, Shunyu Precision Engineering, and Jingchuang Electric, which rose by 29.99%, 19.94%, and 12.49% respectively [2] - The average turnover rate for stocks with net margin purchases exceeding one million yuan was 5.76%, with the highest turnover rates recorded for Jingchuang Electric, Shunyu Precision Engineering, and Gais Food, at 50.49%, 29.66%, and 28.87% respectively [2] Stock Performance - The stocks with the largest increases in margin financing balances on December 16 include Better Energy, with a balance of 339.81 million yuan and an increase of 9.208 million yuan, and Gobi Jia, with a balance of 110.15 million yuan and an increase of 6.3631 million yuan [3][4] - Other notable stocks with significant margin financing increases include Vision Intelligence, Naconoer, and Beikang Testing, with increases of 3.64 million yuan, 3.5389 million yuan, and 3.4991 million yuan respectively [3][4] - Stocks such as Jun Chuang Technology, Tianli Composite, and Fujida experienced the largest net margin sell-offs, with amounts of 6.8091 million yuan, 5.2228 million yuan, and 3.9907 million yuan respectively [1][2]

Core Viewpoint - China Baoan, a significant player in the investment landscape, plans to lead a restructuring effort for Shanshan Group alongside its subsidiary, BTR, aiming to create a global leader in anode materials for lithium-ion batteries [1][3][4]. Group 1: Restructuring Efforts - China Baoan has agreed to act as the lead investor in a consortium to restructure Shanshan Group, submitting necessary documentation and a due diligence deposit of 50 million yuan [3][4]. - The restructuring is expected to attract multiple investors, including Fangda Carbon and Hunan Salt Industry Group, indicating a competitive environment for Shanshan's assets [1][3][13]. - Shanshan Group's core asset, Shanshan Co., is a leader in anode materials, and its integration with BTR could result in a dominant player in the global market [3][4]. Group 2: Market Position and Financial Performance - According to EVTank, the global anode material shipment is projected to reach 2.206 million tons in 2024, with China accounting for 2.115 million tons, representing a 95.9% share [3][4]. - BTR is expected to hold over 20% market share in 2024, while Shanshan Co. is anticipated to rank second [3][4]. - In the first half of 2025, BTR reported revenue of 7.838 billion yuan, a year-on-year increase of 11.36%, while Shanshan Co. achieved revenue of 9.858 billion yuan, up 11.78% [6][7]. Group 3: Competitive Landscape and Industry Dynamics - The potential merger of BTR and Shanshan Co. could lead to a combined market share exceeding 40% in the global anode materials market, prompting a reshuffle among other manufacturers [4][9]. - The restructuring process may trigger antitrust reviews due to the combined revenue of the involved parties exceeding regulatory thresholds [7][9]. - The ongoing internal power struggle within China Baoan could impact the stability and success of the restructuring efforts [9][10].

Core Viewpoint - The restructuring of Shanshan Group has attracted significant players, including China Baoan, which aims to lead a consortium for the substantial merger and restructuring of Shanshan Group and its subsidiary Ningbo Pengze Trading Co., Ltd [2] Group 1: Restructuring Background - Shanshan Group has faced a debt crisis and control disputes following the sudden death of its founder Zheng Yonggang in February 2023, leading to management instability and a significant decline in operational performance [3] - In 2024, Shanshan Co., Ltd. reported its first annual loss since listing, with a net loss of 367 million yuan, a year-on-year decline of 147.97%, and total liabilities reaching 23.673 billion yuan, with a short-term debt gap of 5.355 billion yuan [3] - The ongoing debt pressure triggered judicial restructuring procedures, with the Ningbo Intermediate People's Court accepting the bankruptcy restructuring case on February 25, 2025 [3] Group 2: Initial Restructuring Efforts - The first round of restructuring nearly succeeded when a consortium signed an investment agreement to acquire 23.36% control of Shanshan Co. for 3.284 billion yuan, but it ultimately failed due to the rejection of the plan by creditor groups [4][5] - A key factor in the failure was a lawsuit from a former intended investor, which disrupted the restructuring process [4] Group 3: New Round of Restructuring - Following the failure of the first round, a new round of investor recruitment was initiated on November 7, with a focus on investors with backgrounds in polarizers and/or anode materials [5][6] - The investment proposals include acquiring 100% equity of the debtor or forming a consortium with specific investment conditions [6] - Notable participants in the new round include Fangda Carbon and Hunan Salt Industry Group, with China Baoan completing preliminary preparations and submitting required materials [6] Group 4: Strategic Advantages and Market Implications - China Baoan and its subsidiary Bettery have a strong synergy in the lithium battery anode materials sector, with Bettery being the global leader in anode material shipments for 15 consecutive years [6] - The potential collaboration between the "global anode leader" and "artificial graphite leader" could enhance cost competitiveness and market positioning [7] - The restructuring has evolved into a battle for industry consolidation in the new energy materials sector, with significant implications for the future of the lithium battery materials industry [7]