华泰联合证券有限责任公司 关于宁波容百新能源科技股份有限公司 差异化权益分派事项的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"或"保荐人"）作 为宁波容百新能源科技股份有限公司（以下简称"容百科技"或"公司"）向特 定对象发行 A 股股票的保荐人，根据《中华人民共和国公司法》《中华人民共 和国证券法》《证券发行上市保荐业务管理办法》及《上海证券交易所上市公司 自律监管指引第 7 号——回购股份》等相关法律法规和规范性文件的要求，对容 百科技 2024 年度利润分配所涉及的差异化权益分派特殊除权除息（以下简称"本 次差异化权益分派"）事项进行了审慎核查，并出具核查意见如下： 一、本次差异化权益分派的原因 公司股票回购情况如下： 1、2023 年 10 月 25 日，公司召开第二届董事会第二十九次会议审议通过了 《关于以集中竞价交易方式回购股份方案的议案》，同意公司以自有资金通过上 海证券交易所系统以集中竞价交易方式回购公司已发行的部分人民币普通股（A 股）股票，回购股份将在未来适宜时机全部用于员工持股计划或股权激励，回购 价格不超过 65.92 元/股（含），回购资金总额不低于人民币 7,500 ...

证券代码：688005 证券简称：容百科技 公告编号：2025-023 宁波容百新能源科技股份有限公司 2024年年度权益分派实施公告 | 股权登记日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | | 2025/6/5 | 2025/6/6 | 2025/6/6 | 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 4 月 30 日的2024年年度股东大会审议通过。 二、 分配方案 1. 发放年度：2024年年度 2. 分派对象： 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 公司上海分公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 根据《上海证券交易所上市公司自律监管指引第 7 号——回购股份》等相关 法律法规的有关规定，公司回购专用证券账户中的股份不享有股东大会表决权、 利润分配、公积金转增股本、认购新股等权利。 是否涉及差异化分红送转：是 每股分配比例 每股现金红利0.370元（含税） 相关日期 本公司董事会及全体董事保证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 ...

Investment Rating - The report maintains a "Buy" rating for Rongbai Technology (688005.SH) [5] Core Views - Rongbai Technology's ternary material sales reached 120,000 tons in 2024, representing a 20% year-on-year growth, with a global market share exceeding 12%, an increase of 2 percentage points from 2023, maintaining its position as the global leader for four consecutive years [2] - The company has established partnerships with over 40 domestic and international battery and vehicle manufacturers in the solid-state battery sector, achieving stable growth in the shipment of solid-state ternary materials [3] - The company is expected to achieve net profits of 550 million, 786 million, and 1.069 billion yuan for the years 2025 to 2027, reflecting year-on-year growth rates of 85.9%, 42.9%, and 36.1% respectively [3] Financial Summary - Revenue is projected to decline from 22.657 billion yuan in 2023 to 15.088 billion yuan in 2024, before recovering to 17.045 billion yuan in 2025, with a growth rate of 13% [4] - The net profit attributable to the parent company is expected to decrease from 581 million yuan in 2023 to 296 million yuan in 2024, then increase to 550 million yuan in 2025 [4] - Earnings per share (EPS) are forecasted to be 0.77 yuan in 2025, with a projected P/E ratio of 24.5 [4]

Investment Rating - The investment rating for the company is "Buy" and is maintained [5]. Core Views - The company reported a Q1 2025 revenue of 2.96 billion yuan, a year-on-year decrease of 19.7% and a quarter-on-quarter decrease of 21.3%. The net profit attributable to the parent company was -15 million yuan, indicating a shift to a loss compared to the previous quarter [3][4]. - The company's three-element material shipments remained stable, with a quarter-on-quarter increase of 16% in shipments to South Korea. The company has achieved bulk shipments to major customers in Japan and South Korea, and the Polish project has officially started [9]. - The company plans to invest 1.705 billion yuan in the construction of a 25,000-ton project for cathode materials in Poland, expected to be completed by the end of 2025 [9]. Financial Summary - For Q1 2025, the company reported an investment income of 12 million yuan, asset impairment of 10 million yuan, and credit impairment reversal of 10 million yuan. Other income was 11 million yuan [9]. - The company expects to maintain a growth trend in shipments throughout 2025, with an increasing proportion of overseas customers contributing to profitability [9]. - The projected total revenue for 2024 is 15.088 billion yuan, with expectations to grow to 19.614 billion yuan in 2025 and 23.537 billion yuan in 2026 [12].

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a Q1 2025 revenue of 2.96 billion yuan, a year-on-year decrease of 19.7% and a quarter-on-quarter decrease of 21.3%. The net profit attributable to the parent company was -15 million yuan, indicating a shift to a loss compared to the previous quarter [2][4]. - The company's output of ternary materials remained stable in Q1 2025, with a quarter-on-quarter increase of 16% in shipments to South Korea. The company has completed the construction of its second-phase base and has started trial production. The Polish project has also commenced, securing orders from leading customers [9]. - The company plans to invest 1.705 billion yuan in the construction of a 25,000-ton project for cathode materials in Poland, expected to be completed by the end of 2025 and to contribute to production in the first half of 2026 [9]. Financial Summary - For Q1 2025, the company reported an operating income of 2.96 billion yuan, with a gross profit margin of 10% [14]. - The estimated net profit from the ternary business was approximately 68 million yuan, with a decrease in net profit per ton due to fluctuations in capacity utilization and resource prices [9]. - The company anticipates continued growth in shipments throughout 2025, with an increasing proportion of overseas customers contributing to profitability [9].

Group 1 - The company maintains its leading position in the ternary cathode market, with continuous growth in shipment volume and a focus on new product development such as solid-state batteries, manganese iron lithium, and sodium-ion cathodes, which are expected to drive performance improvement [1][3] - In Q4 2024, the company reported better-than-expected performance, while Q1 2025 results fell short of expectations, with a revenue of 150.88 billion yuan in 2024, a year-on-year decline of 33.4%, and a net profit of 2.96 billion yuan, down 49.0% year-on-year [2] - The company shipped approximately 120,000 tons of ternary cathode materials in 2024, achieving a year-on-year growth of 20%, with a global market share exceeding 12%, indicating a significant increase compared to the industry average [3] Group 2 - The company invested approximately 1.75 billion yuan in strategic businesses such as precursors, manganese iron lithium, and sodium-ion materials in 2024, with continued investments in Q1 2025, indicating a strong commitment to expanding its product portfolio [3] - The company achieved a profit of 5.04 billion yuan from its ternary cathode business in 2024, with Q1 2025 profits estimated at around 68 million yuan, reflecting ongoing profitability despite market challenges [3] - The solid-state battery materials and sulfide electrolyte materials have received recognition from multiple domestic and international clients, with production expected to ramp up in early 2026, showcasing the company's innovation and market readiness [3]

Investment Rating - The report maintains a rating of "Accumulate" for the company [2][4][6] Core Views - The company has seen a significant increase in its market share in the ternary cathode materials sector, with a global market share exceeding 12%, up 2 percentage points from 2023, maintaining its position as the global leader for four consecutive years [4][9] - The company reported a year-on-year revenue decline of 33.41% for 2024, with a net profit decrease of 49.06%, but showed a strong recovery in Q4 2024 with a net profit increase of 612.94% year-on-year [9][10] - The company is advancing its global expansion strategy, with overseas sales surpassing 20,000 tons for the first time in 2024, and has established production capacities in Korea and Europe [9][10] Financial Summary - The company’s revenue for 2023 was 22,657 million RMB, projected to decline to 15,088 million RMB in 2024, before recovering to 17,503 million RMB in 2025, representing a growth rate of 16.0% [8][10] - The adjusted earnings per share (EPS) for 2025 is forecasted at 0.88 RMB, with subsequent increases to 1.31 RMB in 2026 and 1.68 RMB in 2027 [6][8] - The company’s EBITDA is expected to rise from 1,094 million RMB in 2024 to 2,076 million RMB in 2026, indicating a strong recovery trajectory [8][10]

Summary of Rongbai Technology Conference Call Company Overview - **Company**: Rongbai Technology - **Industry**: Battery Materials, specifically focusing on cathode materials for lithium-ion batteries Key Points and Arguments Business Performance - In Q1 2025, the company achieved revenue of 2.964 billion yuan, but reported a net loss of 4.04 million yuan, primarily due to losses in precursor and sodium battery businesses [3][10] - The main business of ternary materials generated a profit of approximately 47 million yuan, while other segments like manganese iron lithium and sodium batteries faced losses totaling around 70 million yuan [10] Ternary Materials - The ternary cathode materials business is stable, with significant shipments from the Korean base and the initiation of the European project in Poland, which has secured production capacity [2][4] - The expected growth in ternary battery shipments for 2025 is projected to be between 10% and 20% compared to 2024 [13] Manganese Iron Lithium Business - The manganese iron lithium business is operating at full capacity, with the first-generation products achieving mass production in the EV market and the second-generation products showing breakthroughs in fast-charging performance [2][6] - Anticipated demand for manganese iron lithium is around 20,000 tons next year, with plans for a 100,000-ton production base [17] Sodium Battery Materials - Sodium battery cathode materials have gained a leading position in various sectors, with significant orders received, including a thousand-ton order for layered materials [7] - The company is accelerating the industrialization of sodium battery materials, with a production line in Hubei expected to produce 6,000 tons annually [7][16] Solid-State Battery Developments - In the solid-state battery sector, the company has begun bulk shipments of high-nickel materials for semi-solid batteries and is progressing on the continuous production line for sulfide electrolytes, with completion expected in Q4 [8][9][30] Supply Chain and Global Expansion - The company has strategically adjusted its supply chain to focus on cathode materials, including ternary, manganese iron lithium, and sodium-related materials [4][25] - The European market is showing significant order growth, with the first phase of the Polish factory's 20,000-ton capacity fully booked and plans for a second phase of 50,000 tons [24][34] Challenges and Future Outlook - The company faces challenges from nickel price fluctuations affecting precursor materials, and sodium battery business may continue to incur losses in the short term [10][12] - The overall industry remains competitive, but processing fees are expected to remain stable compared to 2024 [15] Technological Advancements - The company is developing mid-nickel technology, which is expected to become a mainstream route, particularly in high-voltage applications [29] - The introduction of new national standards is raising technical barriers, which may benefit companies with strong technological capabilities like Rongbai [32] Market Trends - The penetration rate of mid-nickel technology is expected to continue rising, positively impacting the market [28] - The North American market is anticipated to gradually recover, with significant increases in orders expected in Q3 2025 [27][38] Investment in New Businesses - The company is increasing investments in new businesses, particularly in sodium battery technology, with plans for a 6,000-ton production line [26][35] Additional Important Information - The company is actively pursuing partnerships and collaborations to enhance its supply chain competitiveness, particularly in regions like Indonesia and Europe [25] - The Korean base is expected to reach a total capacity of 60,000 tons by mid-2026, with ongoing plans for further expansion [20][21]

本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 4 月 30 日 证券代码：688005 证券简称：容百科技 公告编号：2025-022 宁波容百新能源科技股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： （二） 股东大会召开的地点：北京市海淀区板井路 69 号世纪金源商务中心 8 层容百科技会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 230 | | --- | --- | | 普通股股东人数 | 230 | | 2、出席会议的股东所持有的表决权数量 | 289,520,253 | | 普通股股东所持有表决权数量 | 289,520,253 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 41.0880 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 41 ...

国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于宁波容百新能源科技股份有限公司 2024 年年度股东大会的法律意见书 1、本所及经办律师依据《中华人民共和国证券法》《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）》等规定及本 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，保证本法律意见书所认定的 事实真实、准确、完整，所发表的结论性意见合法、准确，不存在虚假记载、误 导性陈述或者重大遗漏，并承担相应法律责任； 2、本所律师已经按照《上市公司股东会规则》的要求，对公司本次股东大会 所涉及的相关事项进行了必要的核查和验证。本所律师仅就本次股东大会的召集 与召开程序、召集人和出席现场会议人员资格、会议表决程序及表决结果的合法 性发表意见，不对本次股东大会所审议的议案内容及该等议案所表述的事实或数 据的真实性、准确性和完整性发表意见； 3、本所律师无法对网络投票过程进行见证，参与本次股东大会网络投票的股 1 国浩律师（上海）事务所 法律意见书 东资格、网络投票结果均由相应的证券交易所交易系统和互联 ...