北京市中伦（深圳）律师事务所 关于深圳新宙邦科技股份有限公司 2024 年第四次临时股东大会的 法律意见书 二〇二四年十一月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 法律意见书 北京市中伦（深圳）律师事务所 关于深圳新宙邦科技股份有限公司 2024 年第四次临时股东大会的 法律意见书 致：深圳新宙邦科技股份有限公司 根据《中华人民共和国公司法》（下称"《公司法》"）、《上市公司股东大 会规则》（下称"《股东大会规则》"）和《深圳新宙邦科技股份有限公司章程》 （下称"《公司章程》"）的规定，北京 ...

Investment Rating - The report maintains a rating of "Accumulate" for the company [1][3]. Core Views - The company reported a significant increase in shipment volume and is actively expanding its international market presence, despite a year-on-year profit decline of 12% in the first three quarters of 2024 [3]. - The company's Q3 2024 profit increased by 13.91% quarter-on-quarter, with a net profit of 286 million RMB [3]. - The battery chemical products experienced substantial growth in shipment volume, driven by the rapid increase in demand from the new energy vehicle and energy storage sectors, although profitability was pressured by intensified domestic market competition [3]. - The fluorochemical business showed steady growth, with the second phase of the Haise fluorochemical project fully operational and expected to continue growing in 2025 [3]. - The overseas project in Poland has been performing well since its launch in 2023, with a production capacity of 40,000 tons effectively meeting European and American customer demands [3]. Financial Summary - For the first three quarters of 2024, the company achieved a total profit of 701 million RMB, with a gross profit margin of 27.09%, down 2.83 percentage points year-on-year [3][5]. - The forecasted earnings per share (EPS) for 2024-2026 have been adjusted to 1.40, 1.93, and 2.50 RMB, respectively, reflecting a decrease from previous estimates [3][4]. - The company's total revenue for 2024 is projected to be 8,661 million RMB, representing a growth rate of 15.7% [4][6]. - The net profit for 2024 is expected to be 1,057 million RMB, with a growth rate of 4.5% [4][6].

| 证券代码：300037 | 证券简称：新宙邦 | 公告编号：2024-081 | | --- | --- | --- | | 债券代码：123158 | 债券简称：宙邦转债 | | 深圳新宙邦科技股份有限公司 关于召开2024年第四次临时股东大会的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 深圳新宙邦科技股份有限公司（以下简称"公司"）于2024年10月29日在巨 潮资讯网（http://www.cninfo.com.cn）上刊登了《关于召开2024年第四次临时股东 大会的通知》（公告编号：2024-079），定于2024年11月14日召开公司2024年第 四次临时股东大会，本次会议将采取现场投票与网络投票相结合的方式，为切实 保护广大投资者的合法权益，方便公司股东行使表决权，现将本次股东大会的有 关事宜提示如下： 2、会议召集人：公司第六届董事会 3、会议召开的合法、合规性：公司于2024年10月25日召开的第六届董事会 第十五次会议审议通过了《关于召开2024年第四次临时股东大会的议案》，本 次会议的召开程序符合有关法律法规要求以及《公 ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected price increase of over 15% relative to the industry index within the next six months [16]. Core Views - The company has shown improvement in its quarterly performance, with a focus on expanding its overseas electrolyte production capacity and steady growth in its organic fluorine chemical segment [2][4]. - The report anticipates limited downward price pressure on electrolytes, with the company actively pursuing overseas production and customer relationships, which may enhance profitability in this segment [8][6]. - The organic fluorine chemical sector is expected to maintain stable demand, with ongoing expansion of product lines and production capacity, indicating strong growth potential [7][8]. Financial Summary - For 2024, the company is projected to achieve revenues of 82.28 billion yuan and net profits of 10.99 billion yuan, with corresponding EPS of 1.46 yuan [8]. - The company's revenue for the first three quarters of 2024 was 56.67 billion yuan, reflecting a year-on-year increase of 1.51%, while net profit was 7.01 billion yuan, down 12.00% year-on-year [1][2]. - The gross profit margin for the first three quarters of 2024 was 27.09%, a decrease of 2.83 percentage points compared to the same period in 2023 [2]. - The company reported a net cash flow from operating activities of -1.90 billion yuan for the first three quarters of 2024, a significant decrease of 107.59% year-on-year [3]. Market Position and Strategy - The domestic electrolyte market is highly competitive, but the company is steadily advancing its overseas production capabilities, including a 40,000-ton/year electrolyte project in Poland and a significant investment in the U.S. for carbonate solvents and electrolyte production [4][6]. - The company has secured long-term supply agreements with well-known overseas battery manufacturers, with total overseas order amounts reaching approximately 3.2 billion USD as of the third quarter of 2024 [6][4].

Investment Rating - The report maintains an "Outperform" rating for the company [5] Core Insights - The company reported a revenue of 5.667 billion yuan for the first three quarters of 2024, reflecting a year-on-year increase of 1.51%, while the net profit attributable to shareholders was 701 million yuan, down 12% year-on-year [5] - The domestic electrolyte market remains under pressure, with the average price of electrolytes in Q3 2024 at 18,700 yuan per ton, a decline of 41.8% year-on-year and 12% quarter-on-quarter [5] - The company is expanding its global footprint in the electrolyte market, with a new production capacity of 40,000 tons per year in Poland and plans for an additional 50,000 tons [5] - The fluorochemical business is expected to grow, despite short-term depreciation pressures, with the company anticipating significant capacity increases from its acquisitions [5] Financial Summary - For 2024E, the company is projected to achieve a total revenue of 10.529 billion yuan, with a year-on-year growth rate of 40.7% [6] - The net profit for 2024E is estimated at 1.198 billion yuan, representing an 18.5% year-on-year increase [6] - The earnings per share (EPS) for 2024E is forecasted to be 1.59 yuan [6] - The company's return on equity (ROE) is expected to improve to 11.9% in 2024E [6] Market Comparison - The company's stock price has fluctuated between 27.18 yuan and 50.49 yuan over the past year, with a closing price of 39.19 yuan [2] - The company's market capitalization is approximately 21.407 billion yuan [2]

Key Points Industry/Company Involved - **Company**: Unspecified, but referred to as "公司" throughout the document. - **Industry**: Battery chemicals, specifically focusing on electrolytes and other related products. Core Views and Arguments - **Q3 2024 Financials**: - Revenue: 2.085 billion yuan, down 3.02% YoY, up 0.85% QoQ. - Net Profit: 275 million yuan, up 3.61% YoY, up 11.38% QoQ. - Cumulative Revenue for Q1-Q3: 5.67 billion yuan, up 1.51% YoY. - Cumulative Net Profit for Q1-Q3: 706 million yuan, down 5.16% YoY. [1] - **Battery Chemicals**: - Despite intense competition and falling prices,出货量 significantly increased. - Company adopted a new business strategy focusing on stabilizing the market, strengthening customer relationships, and expanding international markets. [2] - **Electrolyte Business**: - US operations have gradually recovered since Q3 2024, with stable customer orders. - The company has a strong research and development capability and a complete product line, leading to good sales growth in new application areas. [3][4][5] - **Hydrofluoric Acid Business**: - The business is gradually reducing losses and expects to achieve profitability in 2025. - The product line is expanding, with new products like C57 being well-received by customers. [9][10][11] - **Electrolyte Industry**: - The industry is facing intense competition and overcapacity, with most companies struggling to make a profit. - The company has a good customer structure and low dependence on a single customer, mitigating risks. - The market is expected to grow in 2025, driven by the increasing penetration of new energy vehicles and the expansion of the electrolyte market. [13][14][15][16] - **Solid-State Battery and Wax Battery**: - These technologies are considered promising but are not expected to replace existing lithium-ion batteries in the short term. - Solid-state batteries may find applications in small consumer electronics and power tools initially. [32][33][34] - **Semiconductor Services**: - The industry is experiencing increased inventory levels, leading to some price pressure. - The company's products have high technical barriers and are expected to grow in the future. [36][37][38] - **Advanced Materials**: - The company's products have high technical barriers and are expected to grow in the future. - The products are currently being tested and certified by downstream customers. [39] Other Important Points - **Polish Factory**: - The factory has entered a regular operation phase and is currently operating at over 50% capacity. - The expansion plan for the second phase is progressing, with preparations for government permits and other approvals. [23][24] - **Electrolyte Market**: - The market is expected to grow in 2025, driven by the increasing penetration of new energy vehicles and the expansion of the electrolyte market. - Prices are expected to stabilize as the industry matures. [14][15] - **Hydrofluoric Acid Market**: - The market is expected to grow in the future, driven by the increasing demand for new energy vehicles and other applications. - Prices are expected to stabilize as the industry matures. [25][26] - **Solid-State Battery**: - The technology is considered promising but is not expected to replace existing lithium-ion batteries in the short term. - Solid-state batteries may find applications in small consumer electronics and power tools initially. [32][33][34] - **Semiconductor Services**: - The industry is experiencing increased inventory levels, leading to some price pressure. - The company's products have high technical barriers and are expected to grow in the future. [36][37][38] - **Advanced Materials**: - The company's products have high technical barriers and are expected to grow in the future. - The products are currently being tested and certified by downstream customers. [39]

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company reported significant quarter-on-quarter growth in Q3, with a revenue of 20.85 billion yuan, a year-on-year increase of 3.02% and a quarter-on-quarter increase of 0.85% [6][8] - The company's net profit for Q3 was 2.86 billion yuan, reflecting a year-on-year increase of 1.89% and a quarter-on-quarter increase of 13.91% [6][8] - The report highlights that the profitability of the electrolyte segment is expected to bottom out, with the average price of ternary and lithium iron phosphate electrolytes stabilizing [8] Financial Performance Summary - For the first three quarters of 2024, the company achieved a revenue of 56.67 billion yuan, a year-on-year increase of 1.51%, and a net profit of 7.01 billion yuan, a year-on-year decrease of 12.00% [6][9] - The company's gross margin in Q3 was 25.72%, a decrease of 2.55 percentage points year-on-year and 2.65 percentage points quarter-on-quarter [7] - The net profit margin for Q3 was 13.85%, an increase of 0.61 percentage points year-on-year and 1.49 percentage points quarter-on-quarter [7] Future Earnings Forecast - The company is projected to achieve revenues of 81.96 billion yuan, 97.33 billion yuan, and 133.80 billion yuan for the years 2024, 2025, and 2026, respectively, with year-on-year growth rates of 9.5%, 18.8%, and 37.5% [9] - The forecasted net profits for the same years are 10.96 billion yuan, 14.80 billion yuan, and 20.18 billion yuan, with year-on-year growth rates of 8.4%, 35.0%, and 36.3% [9]

Investment Rating - The report maintains a "Buy" rating for the company [2][6][9] Core Views - The company achieved a revenue of 5.667 billion yuan in the first three quarters of 2024, representing a year-on-year growth of 1.51%. However, the net profit attributable to shareholders decreased by 12.00% to 701 million yuan [2] - The third quarter of 2024 saw a revenue of 2.085 billion yuan, a year-on-year decrease of 3.02% but a quarter-on-quarter increase of 0.85%. The net profit attributable to shareholders was 286 million yuan, reflecting a year-on-year increase of 1.89% and a quarter-on-quarter increase of 13.91% [3] - The company is expected to benefit from the gradual increase in organic fluorochemical products, with a positive outlook for future performance [3][4] Summary by Sections Financial Performance - For the first three quarters of 2024, the company reported a gross profit margin of 27.09%, down 2.83 percentage points year-on-year, and a net profit margin of 12.48%, down 1.97 percentage points year-on-year [2] - The third quarter of 2024 showed a gross profit margin of 25.72%, down 2.55 percentage points year-on-year and down 2.65 percentage points quarter-on-quarter [3] Market Position and Growth Potential - The company is positioned as a leader in the domestic electrolyte market, with significant growth potential in the fluorinated liquid space. Revenue projections for 2024-2026 are 8.216 billion, 10.114 billion, and 12.911 billion yuan, respectively [6][9] - The report highlights the company's comprehensive fluorochemical industry chain and its strategic investments in high-performance fluorinated materials [4] Valuation Metrics - The expected price-to-earnings (P/E) ratios for 2024, 2025, and 2026 are 28, 19, and 15, respectively, indicating a favorable valuation outlook as the company grows [6][9]

| 证券代码：300037 | 证券简称：新宙邦 | 公告编号：2024-080 | | --- | --- | --- | | 债券代码：123158 | 债券简称：宙邦转债 | | 深圳新宙邦科技股份有限公司 关于回购股份进展情况的公告 一、回购股份进展的具体情况 深圳新宙邦科技股份有限公司（以下简称"公司"）于 2024 年 4 月 24 日召 开第六届董事会第十一次会议、第六届监事会第十一次会议，于 2024 年 5 月 14 日召开 2024 年第一次临时股东大会，审议通过了《关于回购公司股份方案的议 案》，同意公司使用自有资金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）股份（以下简称"本次回购"），本次回购股份将予以注销并相应 减少公司注册资本。本次回购资金总额不低于人民币 10,000 万元（含本数）且不 超过人民币 20,000 万元（含本数），具体回购资金金额以回购实施完成时实际回 购的金额为准。本次回购价格不超过人民币 45 元/股（含本数）。具体内容详见 公司于 2024 年 4 月 26 日在巨潮资讯网上披露的《关于回购公司股份方案的公 告》（公告编号：2024-02 ...

Investment Rating - The report maintains a "Buy" rating for the company, with a projected increase in net profit for the years 2024 to 2026 [6]. Core Insights - The company reported a revenue of 5.667 billion yuan for the first nine months of 2024, a year-on-year increase of 1.51%, while the net profit attributable to shareholders decreased by 12% to 701 million yuan [3][4]. - The company has a stable growth in overseas orders for electrolyte products, with a total disclosed overseas order amount of approximately 3.2 billion USD [4]. - The organic fluorochemical business is experiencing steady growth, with significant demand for second-generation products and successful progress in the Haidefu project [5]. Financial Summary - For 2024, the company is expected to achieve a net profit of 1.176 billion yuan, representing a year-on-year growth of 16.32% [7]. - The projected revenue for 2024 is 8.157 billion yuan, with a growth rate of 9% [7]. - The company's earnings per share (EPS) is forecasted to be 1.56 yuan for 2024, with a corresponding price-to-earnings (P/E) ratio of 24.70 [7][9].