证券代码:603659 证券简称:璞泰来 公告编号:2025-048 上海璞泰来新能源科技股份有限公司 第四届董事会第七次会议决议公告 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相应法律责任。 一、董事会会议召开情况 上海璞泰来新能源科技股份有限公司（下称"公司"、"本公司"、"璞泰 来"）第四届董事会第七次会议通知于2025年6月14日以电子邮件、电话通知的方 式发出，会议于2025年6月24日下午在公司会议室采用现场结合通讯表决的方式召 开，应参加表决董事5人，实际参加表决董事5人，会议由公司董事长梁丰先生召 集并主持。本次会议的召集及召开程序符合《公司法》、《证券法》及《公司章 程》的相关规定，会议合法有效。 二、董事会会议审议情况 经与会董事讨论和审议，以记名投票方式审议一致通过并形成以下决议： 为配合公司全资子公司四川紫宸科技有限公司继续推动募集资金投资项目 "年产5万吨高性能锂离子电池负极材料建设项目"，同意将公司和四川紫宸募 集资金专户产生的利息及后续可能产生的利息用于该募投项目的建设使用，并以 募集资金向四川紫宸增资 ...

上海璞泰来新能源科技股份有限公司 2025 年第三次临时股东会会议材料 上海璞泰来新能源科技股份有限公司 2025 年第三次临时股东会 会议材料 上海璞泰来新能源科技股份有限公司 2025 年第三次临时股东会会议材料 目 录 | 一、会议议程…………………………………………………………………………………………………….3 | | --- | | 二、会议须知…………………………………………………………………………………………………….5 | | 三、会议议案…………………………………………………………………………………………………….7 | 2 上海璞泰来新能源科技股份有限公司 2025 年第三次临时股东会会议材料 上海璞泰来新能源科技股份有限公司 2025 年第三次临时股东会会议议程 时间：（1）现场会议召开时间：2025 年 6 月 30 日星期一下午 14:00。 （2）网络投票时间：采用上海证券交易所网络投票系统，通过交易系统投 票平台的投票时间为股东会召开当日的交易时间段，即 9:15-9:25，9:30-11:30， 13:00-15:00；通过互联网投票平台的投票时间为股东会召开当日的 9:15 ...

Core Viewpoint - The solid-state battery industry is undergoing a transformation, with companies that possess platform capabilities emerging as key players, reshaping the competitive landscape [2][10]. Group 1: Industry Trends - The industrialization of solid-state batteries is accelerating, with semi-solid batteries starting to ship for energy storage and all-solid-state batteries entering critical engineering validation stages [2]. - The competition is shifting from single material or equipment supply to companies that can integrate diverse materials and equipment, indicating a new competitive logic in the industry [2][10]. Group 2: Company Developments - Huasheng Lithium Battery exemplifies horizontal material platforming, expanding from electrolyte additives to multiple core areas of solid-state batteries, including a recent strategic partnership with Jiangsu Hengli Technology for single-walled carbon nanotube development [2][5]. - Huasheng Lithium Battery has achieved a technological breakthrough in lithium sulfide, producing 99.99% purity lithium sulfide using a liquid-phase method, which is superior in cost and conductivity compared to solid-phase methods [3]. - Puli Technology represents a vertical integration strategy, with its subsidiary Jiatuo Intelligent securing over 200 million RMB in orders for solid-state battery-related equipment, covering various manufacturing processes [7][8]. Group 3: Material Innovations - Huasheng Lithium Battery is diversifying its negative electrode materials through collaborations and investments, including a partnership with Wuhan University for silicon-carbon anode materials and a 40 million RMB investment in Pushi Da to enhance porous carbon development [5]. - Puli Technology's subsidiary Zicheng Technology has initiated trial production of silicon-carbon anodes with a planned capacity of 12,000 tons, achieving a specific capacity exceeding 2200 mAh/g and a cycle life of over 1200 cycles [8]. Group 4: Systematic Approach - The solid-state battery industry requires a comprehensive system engineering approach, moving away from the outdated model of segregated development of materials and equipment [9][10]. - The consensus from the first solid-state battery summit emphasizes the necessity for deep collaborative innovation between key materials and process equipment to drive industry development [10].

Core Viewpoint - The company has established a multi-business line technology layout in the solid-state battery field, focusing on various materials and equipment solutions [2][6]. Group 1: Technology Layout - The company is actively developing solid-state battery materials such as silicon-carbon anodes, lithium metal anodes, solid electrolytes, composite current collectors, and semi-solid composite membranes [6]. - The company has received over 200 million yuan in orders for related process equipment in the solid-state battery field over the past three years [6]. - The company has initiated trial production of its first batch of silicon-carbon anode capacity at its Anhui facility, with an annual capacity of approximately 400 tons [6]. Group 2: Equipment Development - The company has developed various equipment for solid-state battery manufacturing, including dry film forming equipment, dry composite equipment, and lithium metal anode forming equipment, with some orders already delivered [6][8]. - The company has completed the construction of a pilot production line for solid electrolytes with an annual output of 200 tons at its Sichuan production base [7]. Group 3: Competitive Advantages - The company's dry electrode technology offers advantages over traditional wet processes by eliminating the drying process, saving solvents, shortening work time, and enhancing battery energy density and efficiency [9]. - The company’s dry process equipment has already passed acceptance tests, indicating successful industrial application [9]. Group 4: Clientele and Market Engagement - The company's main clients in the solid-state battery equipment sector include leading battery manufacturers, domestic and international automotive companies, and research institutions [10]. - A summit on solid-state battery technology development and market application is scheduled for July 8-9, 2025, in Shanghai, inviting experts and industry leaders to discuss advancements and challenges [10].

Group 1 - The pesticide sector continues its strong performance, with Su Li Co., Ltd. achieving a second consecutive limit-up, while Hongyang, Lanfeng Biochemical, and Xianda Co., Ltd. also hit the limit-up price [1] - The stock prices of Taihe Co., Ltd. increased by over 10%, and other companies such as Zhongqi Co., Ltd., Guokang Biochemical, Meibang Co., Ltd., and Hailier also saw gains [1] - Recently, Huailong Co., Ltd.'s subsidiary Huailong Ruimeifeng officially launched the pre-sale of 97% Chlorantraniliprole at a price of 320,000 yuan per ton (including tax) [1] Group 2 - Prior to this, Hongyang issued a price adjustment notice, raising the price of Chlorantraniliprole (marketed as "Kangkuan") to 300,000 yuan per ton [1]

Group 1 - The core viewpoint of the news is that Jiugong Investment has conducted research on a listed company, Puxin Technology, which is actively expanding in the solid-state battery equipment and materials sector [1] - Puxin Technology's focus includes silicon-carbon anodes, lithium metal anodes, solid-state electrolytes, and both dry and wet process equipment [1] - The company has secured orders and made partial deliveries in the solid-state battery equipment field, with major clients including mainstream battery manufacturers, domestic and international automotive companies, and research institutions [1] Group 2 - The dry electrode technology offers significant advantages over wet processes, enhancing battery energy density and manufacturing efficiency [1] - Silicon-carbon anodes are already in mass production for consumer electronics and are expected to gradually be applied in power batteries [1] - The production capacity of Sichuan Zicheng's first phase is gradually coming online, with substantial growth in base film business sales and new developments in composite current collector business [1]

Core Viewpoint - Solid-state batteries are becoming a strategic focus for industry players, with the industrialization process accelerating alongside the improvement of the related supply chain [1] Group 1: Company Developments in Solid-State Battery Technology - Company has made significant investments in R&D for solid-state battery equipment, focusing on front-end and mid-process solutions, resulting in multiple technology lines [1] - Over the past three years, the company has secured over 200 million yuan in orders for solid-state battery equipment, with major clients including leading battery manufacturers and automotive companies [1] - The company has achieved milestones in dry electrode technology, with successful outcomes in multiple dry film formation processes, leading to equipment delivery and acceptance [1] Group 2: Material Innovations and Production Capacity - The company’s main products include silicon-carbon anodes, lithium metal anodes, solid electrolytes, composite current collectors, and semi-solid composite membranes, with the first production capacity of 400 tons/year for silicon-carbon anodes now in trial production [2] - The company has developed a new three-dimensional framework structure for lithium metal anodes to address dendrite growth and volume expansion issues [2] - Solid electrolyte products have achieved an ionic conductivity of 10 S/cm, with a pilot production line for 200 tons/year established in Sichuan [2] Group 3: Current Business Performance and Future Plans - The company views its current copper and aluminum foil businesses as new growth points, with plans for large-scale production by 2025 [3] - In Q1, the company reported revenue of 3.215 billion yuan, a year-on-year increase of 5.96%, and a net profit of 488 million yuan, up 9.64% [3] - By the end of 2024, the company aims to achieve an annual production capacity of 200,000 tons for anode materials, with further expansions planned based on market demand [3]

General Overview - The company is Shanghai Putailai New Energy Technology Co., Ltd., established in accordance with the Company Law and other relevant regulations [5][6] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 63.7029 million shares on October 13, 2017, and listed on the Shanghai Stock Exchange on November 3, 2017 [5][6] - The registered capital of the company is RMB 2,136.399076 million [5] Business Objectives and Scope - The company's business objective is to focus on the manufacturing and service sectors related to new energy, enhancing product competitiveness through advanced technology and quality services [5][6] - The operational scope includes technology development, transfer, and consulting in high-performance membrane materials, lithium-ion batteries, battery materials, and specialized equipment [6] Share Issuance and Structure - The company's shares are issued in the form of stocks, with each share having a nominal value of RMB 1.00 [6][7] - The total number of shares issued by the company is 2,136.399076 million, all of which are ordinary shares [6][7] - The issuance of shares follows principles of fairness, justice, and openness, ensuring equal rights for each share of the same category [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [10][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [14][15] Governance and Management - The company is governed by a board of directors, with the chairman serving as the legal representative [5][6] - The company has established procedures for shareholder meetings, including the requirement for a quorum and voting procedures [19][22] - The board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [20][22]

Core Viewpoint - The internal control system of Shanghai Putailai New Energy Technology Co., Ltd. aims to enhance corporate governance, operational efficiency, and risk management while ensuring compliance with laws and regulations [1][2]. Group 1: Objectives of Internal Control - The internal control system is designed to comply with national laws and regulations, improve operational efficiency, safeguard company assets, and ensure the accuracy and fairness of financial reporting [1][2]. Group 2: Internal Control Content - Internal control encompasses environmental control, business control, accounting system control, information transmission control, ethical conduct control, and internal supervision [1][2]. - The company will continuously improve its governance structure and establish effective incentive and restraint mechanisms [2]. Group 3: Risk Management - The company will enhance its risk assessment system to monitor operational, financial, market, regulatory, and ethical risks [3][4]. - Internal control activities will be based on risk assessment results and will cover all operational aspects, including sales, procurement, asset management, and financial reporting [2][3]. Group 4: Management of Subsidiaries - The company will strengthen management control over its subsidiaries, ensuring compliance with internal control policies and procedures [3][4]. - Each subsidiary must report significant business and financial matters to the company in a timely manner [4]. Group 5: Related Party Transactions - The internal control of related party transactions will adhere to principles of honesty, equality, and fairness, with a focus on protecting the interests of the company and its shareholders [5][6]. - The company will establish a decision-making system for related party transactions, ensuring proper approval processes are followed [5][6]. Group 6: External Guarantees - The company will implement strict controls over external guarantees, ensuring compliance with legal and regulatory requirements [7][8]. - The board of directors will carefully review the financial and operational status of the parties being guaranteed [8][9]. Group 7: Fundraising and Investment Management - The company will manage fundraising strictly according to established procedures, ensuring funds are used for their intended purposes [10][11]. - Major investments will undergo thorough evaluation and approval processes to mitigate risks and enhance returns [12][13]. Group 8: Information Disclosure - The company will ensure timely and accurate disclosure of significant information in compliance with regulatory requirements [13][14]. - A confidentiality mechanism will be established to protect sensitive information until it is publicly disclosed [14][15]. Group 9: Ethical Conduct - The company is committed to conducting business ethically and legally, providing training on ethical conduct to all employees [15][16]. - A whistleblower mechanism will be established to protect individuals reporting unethical behavior [15][16]. Group 10: Internal Audit and Evaluation - The internal audit department will regularly assess the effectiveness of internal controls and report findings to the board of directors [16][17]. - The company will prepare an annual self-evaluation report on internal controls, which will be submitted to the Shanghai Stock Exchange [17][18].

上海璞泰来新能源科技股份有限公司 第一章 总则 第一条 为进一步规范上海璞泰来新能源科技股份有限公司（以下简称"公 司"）的信息披露管理制度，加强信息披露事务管理，提高年报信息披露的质量和 透明度，增强年报信息披露的真实性、准确性、完整性和及时性，根据《中华人民 共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下 简称"《证券法》"）、《上市公司信息披露管理办法》等有关法律、行政法规、 部门规章、规范性文件和《上海璞泰来新能源科技股份有限公司章程》（以下简称 "《公司章程》"）的规定，并结合公司实际情况，制定本制度。 第二条 本制度所称重大差错责任追究是指在年报信息编制和披露工作中，有关 人员不履行或者不正确履行职责、义务或存在其他过错，导致年报信息披露延迟、内容 存在重大差错或由于其他个人原因，对公司造成重大经济损失或不良社会影响时的追 究与处理制度。 第三条 本制度适用范围是公司董事、高级管理人员、控股股东及实际控制人 和其他与年报信息披露工作有关的人员。 第四条 本制度遵循实事求是、客观公正、有错必究、过错与责任相适应、责 任与权利对等原则。 第五条 公司证券事务部会同相关部门在董 ...