关于北京中科三环高技术股份有限公司 二零二五年第一次临时股东大会的 法 律 意 见 书 经 纬 律 师 事 务 所 中国北京 北京市朝阳区朝阳门外大街 中国人寿大厦 904-907 室 邮编: 100020 电话：（8610）85240900 传真：（8610）85240999 北京市经纬律师事务所 关于北京中科三环高技术股份有限公司 二零二五年第一次临时股东大会的法律意见书 致：北京中科三环高技术股份有限公司 北京市经纬律师事务所(以下简称"本所") 接受北京中科三环高技术股份 有限公司（以下简称"中科三环"或"公司"）的委托，委派李菊霞、郭冲律师 出席了公司于 2025 年 8 月 12 日召开的 2025 年第一次临时股东大会（以下简称 "本次股东大会"），并根据《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》"）、中国证券监督管理委 员会发布的《上市公司股东会规则》（以下简称"《股东会规则》"）以及《北 京中科三环高技术股份有限公司章程》（以下称"公司章程"） 的有关规定， 对本次会议召开的合法性进行见证，并依法出具本法律意见书。 在本法律意见书中， ...

证券代码：000970 证券简称：中科三环 公告编号：2025-037 第九届监事会第十次会议决议公告 本公司及监事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 一、监事会会议召开情况 1、北京中科三环高技术股份有限公司（以下简称"公司"或"本公司"）第九 届监事会第十次会议通知于2025年8月1日以电子邮件等方式发送至全体监事。 2、本次会议于2025年8月12日在北京以"现场+视频"会议的方式召开。 3、本次会议应出席的监事3名，实际出席会议的监事3名。 4、本次会议由监事会主席张志辉先生主持。 5、本次会议的召开符合有关法律、行政法规、部门规章、规范性文件和公司章 程的规定。 二、 监事会会议审议情况 北京中科三环高技术股份有限公司 经审核，监事会认为：董事会编制和审议公司 2025 年半年度报告的程序符合法 律、行政法规及中国证监会的规定，报告内容真实、准确、完整地反映了公司的实际 情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 表决结果：3 票同意、0 票反对、0 票弃权。 特此公告。 北京中科三环高技术股份有限公司监事会 2025 年 8 月 13 日 ...

Summary of Conference Call Records Industry Overview - The conference call discusses the lithium, cobalt, and rare earth sectors, highlighting current market conditions and future expectations for these industries. Key Points on Lithium Market - The lithium carbonate market is experiencing short-term supply-demand tightness, with battery cell production increasing by 5% month-on-month in July and August, leading to an expected production of approximately 70,000 tons in August against a demand of 96,000 tons per month. Current visible inventory can only sustain demand for about one and a half months [1][3] - Short-term lithium carbonate prices may surge to 100,000 yuan per ton, while long-term prices are expected to fluctuate between 90,000 and 100,000 yuan per ton, with a potential low of 60,000 yuan per ton depending on the resumption of overseas mining operations [1][3] Key Points on Cobalt Market - The cobalt industry is significantly impacted by the Democratic Republic of Congo's (DRC) ban, leading to a noticeable contraction in supply. The DRC government aims to raise the cobalt price center through a quota system, with a potential reduction of over 70,000 tons in supply by 2026, maintaining a tight market balance [1][4] - The current spot price of electrolytic cobalt has risen from 160,000 yuan to 260,000 yuan, with futures prices reaching 280,000 yuan. There is an anticipated further increase of 15%-20% in prices, indicating a high safety margin for both stock and commodity sectors until prices reach 300,000 yuan [1][5] Key Points on Rare Earth Market - The rare earth sector is influenced by the Trump administration's tariff policies, leading to increased capital inflow, although the fundamental supply-demand dynamics remain largely unchanged. The market is driven more by sentiment and policy expectations than by significant fundamental changes [1][6] - Inventory levels in the rare earth industry have improved since early July but remain at mid-to-low levels. The price of neodymium oxide has increased from 440,000 yuan to 530,000 yuan, with futures prices reaching 540,000 yuan. It is expected that prices will not face significant pressure before reaching 600,000 yuan [1][7] - The market anticipates a decline in the growth rate of new energy vehicles in the second half of the year, but recent data from July and August shows good order conditions, indicating no immediate pressure on demand [2][9] Investment Recommendations - Companies to watch in the cobalt sector include Luoyang Muyu, Huayou Cobalt, Tengyuan Resources, and Liqin Resources, which possess cobalt mines or inventories and are expected to benefit from rising cobalt prices [1][5] - In the rare earth sector, recommended companies include Shenghe Resources and Northern Rare Earth for light rare earth smelting, and for magnetic material companies, Jinli Permanent Magnet, Ningbo Yunsheng, Zhenghai Magnetic Materials, Zhongke Sanhuan, and Chengdu Galaxy Magnetics are highlighted. These companies are expected to benefit from price increases and future orders in robotics, enhancing their performance and valuation [2][10]

Core Viewpoint - The rare earth industry is experiencing a strong demand recovery, leading to increased procurement and a bullish market sentiment, supported by supply constraints and easing export controls [1][2]. Group 1: Market Performance - As of August 7, 2025, the National Securities Nonferrous Metals Industry Index (399395) rose by 1.33%, with notable increases in component stocks such as Shenghe Resources (600392) up 7.36%, Northern Rare Earth (600111) up 6.01%, and Jinyi Permanent Magnet (300748) up 4.56% [1]. - The Rare Earth ETF (159880) has achieved five consecutive days of gains, with the latest price at 1.28 yuan, reflecting strong market performance [1]. Group 2: Supply and Demand Dynamics - The rare earth supply remains tight while demand is steadily increasing, leading to strong price support and a bullish market outlook [2]. - The easing of export controls is expected to contribute to a marginal increase in demand, benefiting upstream rare earth resource companies [2]. Group 3: Industry Composition - As of July 31, 2025, the top ten weighted stocks in the National Securities Nonferrous Metals Industry Index accounted for 49.71% of the index, including major players like Zijin Mining (601899) and Northern Rare Earth (600111) [3]. Group 4: Investment Recommendations - Companies in the upstream rare earth sector are expected to benefit from the anticipated price increases due to supply constraints and demand recovery [2]. - Jinyi Permanent Magnet is highlighted as a potential beneficiary due to its solid customer structure and capacity utilization, along with future growth opportunities [2]. Group 5: ETF Overview - The Rare Earth ETF closely tracks the National Securities Nonferrous Metals Industry Index, which includes 50 prominent securities in the nonferrous metals sector, providing a benchmark for industry performance [2].

Group 1 - The metal new materials sector increased by 1.34% on August 6, with Yitong New Materials leading the gains [1] - The Shanghai Composite Index closed at 3633.99, up 0.45%, while the Shenzhen Component Index closed at 11177.78, up 0.64% [1] - Key stocks in the metal new materials sector showed significant price increases, with Yitong New Materials rising by 5.39% to a closing price of 36.58 [1] Group 2 - The sector saw a net inflow of 191 million yuan from main funds, while retail investors experienced a net outflow of 234 million yuan [2] - The trading volume and turnover for key stocks varied, with Jinli Permanent Magnet recording a turnover of 1.451 billion yuan [2] - The stock performance varied, with some stocks like Longmag Technology declining by 1.70% [2] Group 3 - Main fund inflows were notable for Jinli Permanent Magnet, which saw a net inflow of 121 million yuan, while retail investors had a significant outflow of 147 million yuan [3] - Other stocks like Jiangnan New Materials and Xin Ke Materials also experienced mixed fund flows, with varying net inflows and outflows [3] - The overall trend indicates a divergence in fund flows between institutional and retail investors within the sector [3]

Group 1: Permanent Magnetic Materials - The production of permanent magnetic materials in China reached approximately 130 million tons in 2021, including 800,000 tons of ferrite permanent magnets and 213,300 tons of rare earth permanent magnets [36][2] - Ferrite permanent magnets dominate the market due to their low cost and corrosion resistance, accounting for over 60% of global production [6][39] - Rare earth permanent magnets, particularly neodymium-iron-boron (Nd-Fe-B), are critical for high-performance applications in electric vehicles and renewable energy sectors, with demand expected to increase fivefold by 2025 compared to 2020 levels [66][65] Group 2: Market Dynamics and Trends - The demand for ferrite permanent magnets in the automotive sector is projected to reach 614,000 tons by 2025, driven by the growth of electric vehicles [45] - In the home appliance sector, the demand for ferrite permanent magnets is expected to reach 201,000 tons by 2025, with variable frequency air conditioners leading the demand [45] - The global market for soft magnetic materials is anticipated to grow from $13.2 billion in 2020 to $18.1 billion by 2025, reflecting a compound annual growth rate (CAGR) of 8% [14][32] Group 3: Technological Barriers and Challenges - High-end technologies for rare earth permanent magnets, such as grain boundary diffusion and thermal pressing, are currently monopolized by companies in the US and Japan, posing a challenge for domestic manufacturers [28][32] - The production of high-performance ferrite magnets in China is still in the developmental stage, with a significant reliance on imports for advanced products [41][46] - The industry faces challenges related to resource security, particularly concerning the price volatility of heavy rare earth elements like neodymium and dysprosium [28][32] Group 4: Future Development Directions - The focus for ferrite permanent magnets will be on developing rare earth-doped and cobalt-free technologies, aiming for thinner and higher precision products [8][46] - For rare earth permanent magnets, the goal is to achieve a domestic production rate of 70% for high-end products by 2025 and 80% by 2030 [12][71] - The industry is expected to see significant advancements in the development of high-performance magnetic materials for applications in robotics, aerospace, and electric vehicles [72][74]

证券之星消息，8月5日金属新材料板块较上一交易日上涨0.76%，悦安新材领涨。当日上证指数报收于 3617.6，上涨0.96%。深证成指报收于11106.96，上涨0.59%。金属新材料板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 688786 | 倪安新材 | 27.79 | 9.93% | 8.80万 | 2.39亿 | | 600255 | 整科材料 | 3.89 | 8.06% | 384.46万 | 14.71亿 | | 300835 | 龙磁科技 | 57.04 | 3.17% | 8.43万 | 4.77亿 | | 301622 | 英思特 | 85.46 | 2.98% | 4.31万 | 3.67亿 | | 301141 | 中科磁业 | 64.05 | 2.84% | 7.95万 | 5.08亿 | | 688456 | 有研粉材 | 42.57 | 2.16% | 2.02万 | 8614.99万 | | 688231 | 隆达股份 | 21.46 ...

Group 1 - The stock price of Zhongke Sanhuan closed at 13.09 yuan on August 1, down by 0.13 yuan, a decrease of 0.98% compared to the previous trading day [1] - The trading volume on that day was 335,786 hands, with a total transaction amount of 440 million yuan [1] - Zhongke Sanhuan primarily engages in the research, development, production, and sales of rare earth permanent magnet materials and their application products, which are widely used in new energy vehicles, energy-saving home appliances, and industrial motors [1] Group 2 - As of July 31, the number of shareholders of Zhongke Sanhuan increased by 5,680 to 111,600, representing a growth rate of 5.36% [1] - The latest total share capital of the company is 1.216 billion shares, all of which are circulating shares, with the average number of circulating shares held per shareholder decreasing from 11,500 to 10,900 [1] - On August 1, the net inflow of main funds was 34.9682 million yuan, accounting for 0.22% of the circulating market value, while the net outflow of main funds over the past five days was 403.08 million yuan, representing 2.53% of the circulating market value [1]

Group 1 - The core viewpoint of the articles highlights the financial performance and market activity of Zhongke Sanhuan, indicating a decline in revenue but a significant increase in net profit [1][2][3] - As of August 1, 2025, Zhongke Sanhuan's stock price closed at 13.09 yuan, down 0.98%, with a trading volume of 335,800 hands and a transaction amount of 440 million yuan [1] - The company reported total operating revenue of 1.461 billion yuan for Q1 2025, a year-on-year decrease of 11.58%, while net profit attributable to shareholders was 13.49 million yuan, a year-on-year increase of 113.66% [1] Group 2 - The company has a current ratio of 3.108, a quick ratio of 1.958, and a debt-to-asset ratio of 25.70%, indicating a strong liquidity position [1] - Zhongke Sanhuan has made investments in 22 companies and participated in 5 bidding projects, showcasing its active engagement in the market [2] - The company holds 625 patents and has 5 trademark registrations, reflecting its focus on intellectual property and innovation [2]

Investment Rating - The report maintains a positive outlook on the rare earth industry, highlighting investment opportunities driven by demand growth and price increases [4]. Core Insights - China holds the largest rare earth reserves globally, with 44 million tons, accounting for 38% of the world's total [4][16]. - The demand for high-performance rare earth permanent magnets is expected to grow significantly, particularly in the automotive and consumer electronics sectors [4]. - The report emphasizes the leading position of Chinese companies in the rare earth permanent magnet industry, with a focus on companies like Northern Rare Earth, China Rare Earth, and Shenghe Resources [4]. Summary by Sections 1. Global Supply of Rare Earth Resources - China is the largest supplier of rare earths, with a well-established separation industry and significant technological advantages [27]. - The report outlines the increasing production and export quotas for rare earths in China, with a total quota of 270,000 tons for 2024, including 250,000 tons of light rare earths [27]. 2. Definition and Global Distribution of Rare Earths - Rare earths consist of 17 elements, including 15 lanthanides, yttrium, and scandium, with significant reserves found in China, Brazil, and the USA [16][20]. 3. Production and Export of Rare Earths in China - Major companies in China include Northern Rare Earth and Shenghe Resources, with production figures for 2024 indicating substantial output in various rare earth products [30][37]. - China exported 123,000 tons of rare earth products in 2024, with a total export value of 25.6 billion yuan, reflecting a 7.7% year-on-year increase [37]. 4. Overseas Supply of Rare Earths - The report discusses the increasing production of rare earths in the USA and Australia, with significant developments in the Mountain Pass mine and Lynas Corporation's operations [40][48]. 5. Rare Earth Prices - Current prices for key rare earth products are reported to be reasonable, with potential for further increases, particularly for praseodymium-neodymium oxide and dysprosium oxide [64]. 6. Rare Earth Permanent Magnet Industry - The report highlights the growing demand for rare earth permanent magnets in various applications, including electric vehicles and consumer electronics, with production expected to exceed 250,000 tons in 2024 [88]. 7. Key Companies in the Rare Earth Sector - Northern Rare Earth is identified as a leading player with significant production capacity and a focus on high-end magnetic materials [123]. - China Rare Earth is noted for its comprehensive industry chain, covering resource development to deep processing [127]. - Shenghe Resources is recognized for its overseas resource layout and strategic partnerships [138].