北京德恒律师事务所 关于骆驼集团股份有限公司 2023 年第三次临时股东大会的 法律意见 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于骆驼集团股份有限公司 2023 年第三次临时股东大会的法律意见 北京德恒律师事务所 关于骆驼集团股份有限公司 2023 年第三次临时股东大会的 法律意见 德恒 01G20220416-04 号 致：骆驼集团股份有限公司 北京德恒律师事务所受骆驼集团股份有限公司（以下简称"骆驼股份"或"公 司"）委托，指派赖元超律师、王凯妮律师（以下简称"本所律师"）出席骆驼 股份 2023 年第三次临时股东大会（以下简称"本次股东大会"），对本次股东 大会的合法性进行见证并出具法律意见。 本所及本所律师依据《中华人民共和国证券法》（以下简称"《证券法》"） 《律师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规 则（试行）》的规定及本法律意见书出具日以前已经发生或者存在的事实，严格 履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证，保 证本法 ...

一、签字会计师变更情况 中审众环会计师事务所作为公司 2023 年度财务报表和内部控制审计机构， 原委派刘起德（项目合伙人）、徐凯博为签字注册会计师为公司提供审计服务。 由于中审众环会计师事务所内部工作调整，现委派范桂铭（项目合伙人）、梅赞 作为签字注册会计师为公司提供 2023 年度审计服务，继续完成相关工作。变更 后的签字注册会计师为范桂铭和梅赞。 二、本次变更签字注册会计师的基本信息、诚信和独立性情况 证券代码：601311 证券简称：骆驼股份 公告编号：临2023-048 骆驼集团股份有限公司 关于变更签字会计师的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，对公告的 虚假记载、误导性陈述或重大遗漏负连带责任。 骆驼集团股份有限公司（以下简称"公司"））分别于 2023 年 4 月 19 日、 2023 年 5 月 26 日召开第九届董事会第七次会议、2022 年年度股东大会，审议通 过了《关于聘请 2023 年度会计师事务所和内部控制审计机构的议案》，同意续聘 中审众环会计师事务所（特殊普通合伙）（以下简称"中审众环会计师事务所"） 为公司提供 2023 年度财务报表审计和内部控制审计 ...

骆驼集团股份有限公司 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务 信息的真实、准确、完整。 2023 年第三季度报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 □是 √否 | --- | --- | --- | --- | --- | |----------------------|------------------|---------------------------------------|-------------------|--------------------------------------------| | 项目 | 本报告期 | 本报告期 比上年同 期增减变 动幅度 (%) | 年初至报告期末 | 年初至报告期 末比上年同期 增减变动幅度 (%) | | 营业收入 | 3,780,556,108.74 | 9.31 | 10,311,631,741.08 | 7.70 | | 归属于上市公司股东的 | 120,432,100.70 | 25.00 | 400 ...

Financial Performance - Revenue for the reporting period reached 6,531.08 million yuan, a year-on-year increase of 6.79%[78] - Net profit attributable to shareholders of the listed company was 280.40 million yuan, a year-on-year increase of 38.06%[78] - Revenue increased by 6.79% to RMB 6,531,075,632.34, driven by higher sales of low-voltage batteries[127] - Net profit attributable to shareholders increased by 38.06% to 280.40 million yuan[190] - Basic earnings per share increased by 41.18% to 0.24 yuan per share compared to the same period last year[170] - Diluted earnings per share also increased by 41.18% to 0.24 yuan per share[170] - Weighted average return on equity (ROE) increased by 0.72 percentage points to 3.08%[170] - Net cash flow from operating activities improved significantly to RMB 198,895,476.16, compared to a negative RMB 157,444,077.52 in the previous period[127] Business Segments and Products - The company's main business includes automotive low-voltage battery business, recycling business, and energy storage business, focusing on the "green lead-acid battery platform" and "new energy lithium battery platform"[14] - The company's automotive low-voltage lithium batteries are primarily sold directly to OEMs, leveraging its technical expertise, product quality, and long-standing relationships with OEMs[17] - The company has established a comprehensive product matrix for automotive low-voltage batteries, offering both lead-acid and lithium solutions to meet diverse market demands[70] - The company's automotive low-voltage lead-acid battery products include starting batteries, start-stop batteries, new energy vehicle auxiliary batteries, and commercial vehicle parking air conditioning batteries[195] - The company's automotive low-voltage lithium battery products include 12V new energy vehicle auxiliary batteries, 24V parking air conditioning batteries, 48V start-stop batteries, backup power supplies, and energy storage batteries[196] - The company's low-voltage lead-acid battery capacity, sales, and market share have ranked first in the country for many consecutive years[195] - The company's low-voltage lithium battery products meet the performance requirements of electric brakes, electric power steering, and advanced driver assistance systems in pure electric vehicles[194] - The company's 24V lithium parking air conditioning battery can meet most of the daily power needs of commercial vehicles when the traditional internal combustion engine is not working[194] - The company's 48V lithium start-stop system uses a more efficient and energy-saving motor system, optimizing emissions and fuel consumption[194] Recycling and Environmental Initiatives - The new capacity of the recycled lead industry in 2022 was approximately 1.6 million tons, equivalent to over 2.5 million tons of used batteries[21] - The supply of used batteries, the main raw material for recycled lead, has shown a slight annual increase, but illegal recycling and disposal have led to tight supply for compliant companies[21] - The demand for used batteries has increased due to the resumption of production and new projects in the recycled lead industry, leading to a widening supply-demand gap and higher recycling prices[21] - The high cost of raw materials has compressed the profit margins of the recycled lead industry, resulting in a decline in industry gross margins[21] - The company processed approximately 350,000 tons of waste lead-acid batteries, an increase of 8.5% year-on-year[59] - The company completed the development of a 10,000-ton waste lithium battery crushing production line and is optimizing subsequent processes such as leaching, extraction, MVR, and ternary synthesis[60] - The company's lead-acid battery recycling capacity reached 860,000 tons per year, forming a closed-loop resource utilization system[181] - The company is constructing a 100,000-ton waste lithium battery recycling project (Phase I), currently in the infrastructure and partial equipment debugging phase[94] - The company's recycled lead-acid battery volume increased by approximately 138% year-over-year, driven by a combination of self-operated and cooperative business models[110] Research and Development - The company has advanced R&D platforms, including a national enterprise technology center, CNAS laboratory, and postdoctoral research workstation, and has participated in drafting international standards for lead-acid batteries[52] - The company completed technical docking with 20 customers and secured 17 project contracts, including multiple vehicle models from Geely, FAW Jiefang, FAW Hongqi, and an international high-end automaker for 12V lithium batteries[55] - The company achieved project contracts for 24V lithium batteries with Foton Daimler, FAW Jiefang, Geely, BAIC Foton, and Great Wall[55] - The company completed the sample testing of liquid-cooled energy storage R&D projects and the construction of a self-developed EMS product platform[56] - The company completed the development of liquid-cooled battery cluster projects and the iterative R&D of household energy storage BMS in the energy storage battery sector[106] - The company's R&D efforts in lead-acid batteries included optimizing AGM/EFB start-stop batteries, parking air-conditioning batteries, and new energy vehicle auxiliary batteries, with key projects completed for Volkswagen EFB batteries and golf cart 3D/4D batteries[102] - R&D expenses surged by 35.98% to RMB 118,371,048.97, reflecting increased investment in innovation[127] - The company completed 74 patent applications in the first half of the year, with a cumulative total of 68 authorized patents[85] - The company has 365 valid patents as of the end of the reporting period[85] - The company completed 87 patent applications and accumulated 20 authorized patents in the lead-acid battery platform, with a total of 752 valid patents by the end of the reporting period[104] - The company has 1,117 valid patents, consolidating and enhancing its core competitiveness[68] - The company has 365 authorized patents in the new energy business field, covering areas such as power battery materials, cells, PACK, BMS, fuel cell systems, and battery recycling[69] Market and Sales Performance - In the first half of 2023, China's automobile production and sales reached 13.248 million and 13.239 million units, respectively, with year-on-year growth of 9.3% and 9.8%[39] - Sales in the maintenance and replacement market increased by 19.3% year-on-year, with market share rising to 31%[87] - EFB start-stop battery sales increased by 51% year-on-year, and parking air conditioning battery sales increased by 40% year-on-year[87] - The company's automotive low-voltage lead-acid battery sales increased by 12.3% year-over-year in the first half of the year, with parking air-conditioning battery sales growing nearly 50%[108] - The company achieved a year-over-year growth of approximately 8.7% in overseas market sales during the first half of the year[112] - The company's new energy vehicle auxiliary battery sales increased by nearly 40% year-over-year, and the market share in the host supporting market reached approximately 48.6%[109] - The company's automotive low-voltage lead-acid battery sales reached 16.23 million KVAH, a year-on-year increase of 12.3%[196] - The company's market share in the host supporting market is approximately 48.6%, and in the domestic maintenance replacement market, it increased to 31%[196] - The company has established partnerships with over 2,900 dealers and 90,000 terminal stores nationwide[176] - The company has formed stable supply relationships with over 200 automobile manufacturers[176] - The company's service provider activity rate exceeded 80%, with the establishment of over 2,900 "You Neng Da" service providers and nearly 97,000 "You Neng Da" terminal stores[122] - Overseas market development: 19 new customers were developed, including securing the Indonesia Sany project, and the US factory project was completed with an annual capacity of approximately 1 million KVAH[124] Subsidiary Performance - Subsidiary performance: Camel Xiangyang generated the highest revenue at RMB 2,067,492,888.78, while Camel New Energy Battery reported a loss of RMB 4,860,050.21[129] - Total assets of Camel Xiangyang reached 305,269.62 million yuan, with net assets of 190,012.02 million yuan and a net profit of 13,086.22 million yuan[146] - Camel Central China's total assets were 64,604.39 million yuan, with net assets of 41,297.29 million yuan and a net profit of 3,373.50 million yuan[146] - Camel Sales reported total assets of 286,173.58 million yuan, net assets of 8,425.78 million yuan, and a net profit of 1,347.92 million yuan[146] - Camel Trade's total assets were 163,005.17 million yuan, with net assets of 27,053.82 million yuan and a net profit of 9,230.95 million yuan[146] - Camel New Energy Battery recorded total assets of 98,420.98 million yuan, net assets of 76,563.14 million yuan, but a net loss of 5,546.13 million yuan[146] - Camel South China's total assets were 95,780.86 million yuan, with net assets of 89,878.05 million yuan and a net profit of 2,518.54 million yuan[146] - Apollo Company reported total assets of 46,470.64 million yuan, net assets of 42,345.07 million yuan, and a net profit of 3,111.36 million yuan[146] - Hubei Jinyang's total assets were 92,969.65 million yuan, with net assets of 81,630.55 million yuan and a net profit of 3,997.36 million yuan[148] - Chukai Metallurgy's total assets were 49,174.14 million yuan, with net assets of 44,395.12 million yuan and a net profit of 741.80 million yuan[148] - Camel Plastics reported total assets of 52,220.18 million yuan, net assets of 46,917.56 million yuan, and a net profit of 3,247.06 million yuan[148] Non-Recurring Items and Government Subsidies - The company's non-recurring gains and losses for the period amounted to RMB 35,827,527.86, including government subsidies of RMB 24,314,699.37 and debt restructuring gains of RMB 4,007,197.08[13] Financial Assets and Investments - The company's trading financial assets increased by 259.93% to 576.35 million yuan, mainly due to increased purchases of financial products[40] - The company's overseas assets amounted to 1.158 billion yuan, accounting for 8.38% of total assets[40] - The company's total external equity investment during the reporting period was approximately 39.8 million yuan, primarily for the acquisition of minority equity in Jiangxi Jinyang[113] Industry and Market Trends - China brand passenger car sales reached 5.986 million units in the first half of the year, a year-on-year increase of 22.4%, with a market share of 53.1%[194] - New energy vehicle production and sales reached 3.788 million and 3.747 million units respectively, a year-on-year increase of 42.4% and 44.1%, with a market share of 28.3%[194] - Domestic lead-acid battery production capacity is approximately 33 million KVAH/year, and overseas lead-acid battery production capacity is approximately 3 million KVAH/year[76] - The company's waste lead-acid battery recycling and processing capacity is 860,000 tons/year[76] Risks and Challenges - Raw material price fluctuation risk: The company faces potential risks due to price volatility of metals and non-metals used in low-voltage batteries[132] - Environmental compliance costs: Increasing environmental regulations in manufacturing, sales, and recycling processes are expected to raise costs[133] - Exchange rate risk management: The company is actively monitoring global market dynamics and optimizing risk management processes to mitigate currency fluctuations[137] Employee and Corporate Governance - Employee stock ownership plan: The second phase of the employee stock ownership plan was approved, aiming to enhance employee engagement and retention[142] Energy Storage and New Energy Initiatives - The company is actively building a "new energy lithium battery recycling industry chain" and implementing a "dual-wheel drive" strategy[50] - The company has established a circular economy model in the automotive low-voltage lead-acid battery sector, covering production, sales, recycling, regeneration, and reuse[50] - The company's energy storage products have obtained certification qualifications in Europe, North America, Oceania, and Africa, and have been sold to multiple countries in these regions[58] - The company's low-carbon industrial park project (Phase I) started construction in July, with an initial capacity of 4 million sets of low-voltage lithium batteries and 2GWh of energy storage batteries[177] - The company completed 17 project milestones for 12V/24V/48V low-voltage lithium battery products[177]

□是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 | --- | --- | --- | |-----------------------------------------------|------------------|-------------------------------------| | 项目 | 本报告期 | 本报告期比上年同期增减 变动幅度 (%) | | 营业收入 | 3,295,036,707.55 | 5.85 | | 归属于上市公司股东的净利润 | 163,780,724.57 | 16.88 | | 归属于上市公司股东的扣除非经常 性损益的净利润 | 123,914,184.33 | -8.70 | | 经营活动产生的现金流量净额 | -65,261,777.23 | 不适用 | | 基本每股收益（元 /股） | 0.14 | 16.34 | | 稀释每股收益（元 /股） | 0.14 | 16.34 | | 加权平均净资产收益率（%） | 1.81 | 增加 0.18 个百分点 | 1 / 13 2023 年第一季度报告 | --- | --- | --- | - ...

公司简称: 骆驼股份 公司代码: 601311 二、 公司全体董事出席董事会会议。 经中审众环会计师事务所（特殊普通合伙）审计，骆驼集团股份有限公司2022年度归属于上 市公司股东的净利润为470,020,362.31元，截至2022年12月31日，母公司未分配利润为 3,511,949,348.24元。公司拟以2022年度利润分配实施方案确定的股权登记日的总股本为基数， 向全体股东每10股派发现金红利2.00元（含税），剩余未分配利润结转以后年度分配。 截至2023年3月31日，公司总股本为1,173,146,118股，以此为基数计算，合计拟派发现金红 利234,629,223.60元（含税），占本年度归属于上市公司股东的净利润的49.92%。 七、 是否存在被控股股东及其他关联方非经营性占用资金情况 九、 是否存在半数以上董事无法保证公司所披露年度报告的真实性、准确性和完整性 十一、 其他 2022 年年度报告 4 / 239 5 / 239 | --- | --- | --- | |----------|--------------------------------|----------------- ...

Automotive Battery Business Performance - The company's automotive low-voltage lead-acid battery business faced significant challenges, with heavy-duty commercial vehicle production down 56.8% year-over-year due to the pandemic, but managed to achieve mass production supply for 23 models and increased market share in new energy vehicles by approximately 325%[3] - The company's market share in the main engine supporting market was about 47%, with cumulative sales down approximately 28.8% year-over-year, but saw a month-over-month sales increase of over 80% in June as production resumed[4] - In the maintenance and replacement market, the company improved its market share to about 28%, with cumulative sales up approximately 5% year-over-year, and parking air conditioning battery sales increased by 280.1%[5] - The automotive low-voltage battery business faced challenges due to supply chain disruptions, with a significant impact on production in April 2022[103] - The sales volume of automotive low-voltage lead-acid batteries decreased by 10.38% year-on-year, while the sales of start-stop batteries increased by approximately 21%, with AGM start-stop battery sales growing by about 54%[156] Financial Performance - The company's operating revenue for the first half of the year was approximately ¥6.12 billion, a decrease of 2.09% compared to the same period last year[11] - Net profit attributable to shareholders was approximately ¥203.1 million, down 59.81% year-on-year[85] - The net cash flow from operating activities was negative at approximately -¥157.4 million, indicating a significant cash outflow[85] - The company's total assets increased by 3.45% year-on-year, reaching approximately ¥13.38 billion[85] - The basic earnings per share decreased by 61.57% to ¥0.17 compared to the previous year[85] Market Expansion and Development - The company expanded its overseas market efforts, developing 15 new customers and 242 new business opportunities, resulting in a quarter-over-quarter sales increase of 52.4% in Q2, with total overseas sales up approximately 1.5% year-over-year[6] - The company is actively developing its energy storage business, with a focus on industrial and household energy storage products, and has initiated a 150MW distributed photovoltaic and 1GWh energy storage project in collaboration with a partner[11] - The company is actively expanding its new energy lithium battery recycling industry, with ongoing development in this sector[102] - The company is expanding its overseas dealer network, enhancing its global supply capabilities[92] - The domestic energy storage industry has experienced rapid growth, with over 60 lithium battery storage projects completing equipment procurement or EPC total contracting in the first half of 2022[130] Research and Development - Research and development expenses increased by 35.11% year-over-year, reflecting a focus on the new energy sector[13] - The company received ISO26262:2018 functional safety process certification (ASIL D level) for its lithium-ion battery system product development process, indicating international leading standards[140] - The company has established a strong R&D team and a comprehensive testing center with over 1,000 testing circuits to support its innovation efforts[153] - The company has launched new products in lithium battery recycling, including high-nickel precursors and lithium iron phosphate, resulting in 6 new patents[140] - The company completed the development of wind-cooled commercial energy storage products and household energy storage, meeting the requirements for industrial-scale production[159] Environmental Compliance and Challenges - The company is committed to supporting the national "carbon peak and carbon neutrality" goals and has completed strategic deployments during the 14th Five-Year Plan period[26] - The company is subject to increasing environmental supervision pressure, which may lead to higher environmental investment[59] - The company's products face increasing environmental requirements in manufacturing, sales, and recycling, leading to higher operational costs and potential asymmetric cost increases due to stricter environmental regulations[59] - The company has implemented various pollution control measures, including online monitoring systems for emissions and wastewater treatment, ensuring compliance with environmental standards[176] - The company’s various production bases have been classified as key monitoring enterprises for heavy metals, adhering to environmental regulations without any pollution incidents in the first half of 2022[198] Risk Management - The company has faced macroeconomic risks, including rising global trade costs and potential adverse changes in market demand, which could impact operational performance[23] - The company has implemented risk management measures to adapt to macroeconomic changes and optimize operational strategies[24] - The company has implemented risk management measures to mitigate raw material price volatility, ensuring material supply and optimizing inventory management[49] - The report includes a detailed description of potential risks faced by the company, which investors should review[64] - The company has not faced any integrity issues related to court judgments or significant debt defaults during the reporting period[31] Shareholder and Corporate Governance - The total number of shares held by Liu Guoben decreased by 16,000,000 shares, resulting in a total of 278,373,337 shares, representing 23.73% of the total shares[42] - The company held one shareholders' meeting during the reporting period, approving 17 proposals, including the annual report and profit distribution plan[188] - The company’s board of directors and supervisory board underwent a re-election process in May 2022, following the expiration of the previous terms[190] - The company has not disclosed any significant changes in the shareholding structure during the reporting period[41] - The company has not reported any significant non-operational fund occupation by controlling shareholders during the reporting period[30] Employee Stock Ownership Plan - The second employee stock ownership plan involved 44 participants, raising a total of 29,749,426 yuan, with actual subscriptions of 4,249,918 shares, accounting for approximately 0.36% of the total share capital[169] - The reserved shares in the employee stock ownership plan amounted to 829,918 shares, representing 19.53% of the total shares in the plan, with the allocation to be determined by the management committee[169] - Three participants in the employee stock ownership plan left the company, holding a total of 2.415 million shares, with one participant granted 315,000 shares[169] - The shares for the employee stock ownership plan were transferred at a price of RMB 7 per share, with the transfer completed on January 27, 2022[194] - The company’s second phase employee stock ownership plan is self-managed, with no changes in the management committee during the reporting period[195]

投资者调研沟通活动纪要（2022 年 4-5 月） 证券代码：601311 证券简称：骆驼股份 骆驼集团股份有限公司 | --- | --- | --- | |-------------------|----------------------------------------|--------------------------------------------------------| | | | | | | 特定对象调研 | 分析师/投资者会议 | | | □ 媒体采访 | 业绩说明会 | | 活动类型 | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 □其他 | | | | 2022 年 4 月 27 | 日：中金公司、开源证券、国信证券、太平洋 | | | | 证券、招商证券、招商基金、博时基金、太平基金、中信保诚 | | | | 基金、万联证券资管、中国民生银行投行、江苏大正十方股权 | | | | 投资基金、上海尚近投资、山东鲁商私募（投资）基金、博道 | | 主要参与单位 名称 | 基金等 2022 年 5 月 9 | 日：公司 2021 年度业绩说明会（上交所 E 互动 | ...

证券代码：601311 证券简称：骆驼股份 骆驼集团股份有限公司 | --- | --- | --- | |-------------------|-------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | | | | 特定对象调研 | 分析师/投资者会议 | | | □ 媒体采访 | 业绩说明会 | | 活动类型 | □ 新闻发布会 □ | 路演活动 | | | 现场参观 □其他 | | ...

2022 年第三季度报告 单位：元 币种：人民币 证券代码：601311 证券简称：骆驼股份 骆驼集团股份有限公司 2022 年第三季度报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度报告中财务 信息的真实、准确、完整。 第三季度财务报表是否经审计 □是 √否 一、 主要财务数据 (一)主要会计数据和财务指标 本报告期 年初至报告期 | --- | --- | --- | --- | --- | |------------------------------------------------|------------------|------------------------------|------------------|------------------------------ ...