上海市通力律师事务所 关于无锡帝科电子材料股份有限公司 2025 年第一次临时股东大会的法律意见书 致: 无锡帝科电子材料股份有限公司 上海市通力律师事务所(以下简称"本所")接受无锡帝科电子材料股份有限公司(以下 简称"公司")的委托, 指派本所纪宇轩律师、章唐乾律师(以下简称"本所律师")根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规 范性文件(以下统称"法律法规")及《无锡帝科电子材料股份有限公司章程》(以下简称"公 司章程")的规定就公司 2025 年第一次临时股东大会(以下简称"本次股东大会")相关事 宜出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了 核查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有 签署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有 效的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司 ...

Investment Rating - The report maintains a "Buy" rating for the industry, indicating a positive outlook for selected companies within the electric power equipment and new energy sector [3]. Core Insights - The photovoltaic sector is experiencing demand front-loading, with supply-side reforms needing close observation. The report emphasizes that significant demand growth is essential for market expansion, but limited absorption capacity and mismatched demand in overseas markets complicate the situation. Policy intervention is deemed crucial for the industry's recovery [1][13]. - In the energy storage segment, demand remains robust, but market dynamics are shifting. The report expresses optimism about large-scale storage despite concerns that it may follow the path of photovoltaics. The focus is on high-quality products and integrated service solutions, with expectations for profit margins to stabilize around 20-25% [2][7]. - The lithium battery sector faces challenges due to weak pricing power in the materials segment, driven by supply-demand imbalances. The report notes that the industry's effective capacity utilization is projected to hover around 60-65%, with leading battery manufacturers exerting significant influence over pricing and production cycles [6][12]. Summary by Sections Photovoltaics - Demand has been front-loaded, leading to a significant increase in installations, with 212.21 GW added in the first half of 2025, a 107.1% year-on-year increase. However, the market saw a sharp decline in June, indicating potential overcapacity and absorption issues [13][16]. - The report highlights the need for supply-side reforms and policy support to stabilize the industry, as the current market dynamics are characterized by a mismatch between supply and demand [1][19]. Energy Storage - The report indicates a positive outlook for large-scale energy storage, with expectations for profit margins to stabilize at 20-25%. The competitive landscape is evolving, with a focus on high-quality integrated solutions [2][7]. - The report also notes that the distributed energy storage market is entering a new phase, with competition intensifying and previous easy profits becoming harder to achieve [5][12]. Lithium Batteries - The lithium battery sector is experiencing a lack of pricing power in the materials segment, with effective capacity utilization projected at 60-65%. The report suggests that leading manufacturers are likely to dominate pricing and production cycles, impacting smaller players [6][12]. - The report emphasizes the need for material suppliers to adapt through cost reduction and technological advancements to remain competitive in a challenging market [6][12]. Investment Recommendations - The report suggests that the electric new energy sector is in a phase of "repeated games," with expectations for growth and recovery being tempered by market realities. The priority for sector recovery is seen as energy storage, followed by power batteries and photovoltaics [7][8]. - Selected companies such as Tongwei Co., Longi Green Energy, and Aiko Solar are highlighted as potential investment opportunities due to their competitive advantages in management, cost, and technology [8].

Summary of Key Points Core Viewpoint - On August 8, 2023, a block trade of 1 million shares of Dike Co., Ltd. was executed at a transaction value of 44.33 million yuan, reflecting a premium of 0.70% over the closing price of the day [2] Trading Details - The block trade involved a volume of 1 million shares and a transaction amount of 44.33 million yuan, with a transaction price of 44.33 yuan per share [2] - The buyer was from the Shanghai Minhang District branch of Xinda Securities, while the seller was from the Changzhou Zhushan Road branch of GF Securities [2] Market Performance - Dike Co., Ltd. closed at 44.02 yuan on the same day, experiencing a decline of 1.12% with a turnover rate of 2.77% and a total trading volume of 155 million yuan [2] - The net outflow of main funds for the day was 5.36 million yuan, and over the past five days, the stock has increased by 0.92% with a total net outflow of 45.76 million yuan [2] Margin Trading Data - The latest margin financing balance for Dike Co., Ltd. is 437 million yuan, which has decreased by 6.83 million yuan over the past five days, representing a decline of 1.54% [2]

Industry Overview - The performance of the Shenwan Electric New Energy sector decreased by 2.62%, ranking 24th among 31 industries, while the Shenwan Public Utilities sector fell by 1.84%, ranking 13th [1][2] - During the same period, the CSI 300 index declined by 1.75%, and the Wind Information All A index dropped by 1.09% [2] Key Developments - The Ministry of Industry and Information Technology (MIIT) has initiated energy-saving inspections for 41 polysilicon companies to promote energy conservation and green development in the polysilicon industry [2] - Abu Dhabi Future Energy Company (Masdar) and Spanish company Iberdrola have partnered to invest in the UK's largest offshore wind project with a capacity of 1.4 GW, setting a new reference for international cooperation in renewable energy [2] Company Insights - CATL (Contemporary Amperex Technology Co., Limited) anticipates small-scale production of solid-state batteries by 2027, with larger-scale production expected around 2030 [3] - Guangdong Province has decided to raise the capacity price for coal and gas power plants, with coal power capacity price set at 165 yuan per kilowatt per year starting January 1, 2026 [3] Investment Recommendations - The report maintains a "recommended" rating for the electric new energy and public utility sectors, suggesting to focus on leading photovoltaic companies such as Aiko Solar, Longi Green Energy, and Tongwei Co., Ltd. [4] - In the wind power sector, it is advised to pay attention to component manufacturers like Jinlei Co., Ltd. and Dayun Heavy Industry [5] - For lithium battery investments, companies in the iron-lithium and anode segments such as Hunan Youneng and Shanghai Xiba are highlighted [5]

Industry Overview - The photovoltaic industry is undergoing a "de-involution" movement, with significant policy and market changes aimed at improving industry valuation [1] - Central government meetings have emphasized the need to address low-price competition and promote the orderly exit of outdated production capacity [1] - The recent policies are expected to help the photovoltaic industry transition from price wars to high-quality development [1] Market Dynamics - The prices along the photovoltaic industry chain are stabilizing and recovering, particularly in the upstream silicon material segment, which is crucial for supply-demand balance [1] - The recovery in silicon material prices indicates optimistic market expectations for supply-side improvements and suggests that the industry's profitability bottom may have passed [1] Technological Innovation - Technological innovation is becoming the core driver as the industry shifts from "price competition" to "value competition," with conductive silver paste being a key material affecting solar cell efficiency and reliability [2] - The market demands higher performance from silver paste, including high conductivity and printing precision, while also focusing on cost reduction through innovative processes [2] Company Spotlight - Dike Co., Ltd. (300842) is a leading player in the domestic photovoltaic conductive silver paste industry, demonstrating strong resilience during industry adjustments [3] - The company has aligned its product development with emerging high-efficiency battery technologies, achieving recognition from mainstream battery manufacturers for its low-silver consumption and high-reliability products [3] - Dike Co., Ltd. is also at the forefront of developing alternative materials, successfully industrializing low-silver content products and collaborating with leading customers on technology innovations to reduce costs [3] Future Outlook - The "de-involution" policies are seen as the core driver for medium to long-term profitability recovery in the photovoltaic industry, with a focus on addressing below-cost competition and promoting industry self-discipline [3] - Recent price increases in the market are driven by these policies, and there is optimism regarding the impact of capacity consolidation and industry self-regulation on supply dynamics [3]

证券代码：300842 证券简称：帝科股份 公告编号：2025-041 无锡帝科电子材料股份有限公司 关于控股股东、实际控制人部分股份质押及解除质押的公 数不符的情况，均为四舍五入原因所致。 | 股东 | 是否为控股股东 | 本次解除质 | 占其所 | 占公司 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 名称 | 或第一大股东及 | 押股份数量 | 持股份 | 总股本 | 起始日 | 解除日期 | 质权人 | | | 其一致行动人 | （股） | 比例 | 比例 | | | | 二、本次解除质押的基本情况 股东 名称 是否为控 股股东或 第一大股 东及其一 致行动人 本次质 押数量 （股） 占其所 持股份 比例 占公 司总 股本 比例 是否 为限 售股 是否 为补 充质 押 质押 起始日 质押 到期日 质权人 质押 用途 史卫利 是 790,000 3.80% 0.56% 否 否 2025/7/30 办理解除 质押手续 之日 广发证券 股份有限 公司 个 人 资 金 需求 史卫利 是 790,000 3.80% 0.56% 否 否 2 ...

Core Viewpoint - The stock price of Dike Co., Ltd. closed at 42.94 yuan on July 31, 2025, reflecting a decline of 3.09% from the previous trading day, with a trading volume of 220 million yuan and a turnover rate of 4.00% [1]. Group 1: Company Overview - Dike Co., Ltd. specializes in the research, production, and sales of photovoltaic conductive silver paste, which is widely used in the photovoltaic cell manufacturing sector [1]. - The company is a significant player in the domestic photovoltaic silver paste industry and has been continuously developing products compatible with high-efficiency battery technologies, including HJT, BC, and perovskite stacked battery silver paste [1]. Group 2: Industry Trends - Recent policies aimed at reducing "involution" in the photovoltaic industry have been promoted, with central authorities emphasizing the need to address low-price and disorderly competition, thereby pushing the industry towards high-quality development [1]. - The stabilization and recovery of prices along the industry chain have led to market expectations of profit recovery within the sector [1]. - As a technology-leading enterprise in the photovoltaic silver paste field, Dike Co., Ltd. is expected to benefit from the trend of technological upgrades in the industry [1]. Group 3: Market Activity - On July 31, 2025, the net outflow of main funds from Dike Co., Ltd. amounted to 23.83 million yuan, representing 0.44% of its circulating market value [2].

Investment Rating - The report maintains a "Positive" investment rating for the photovoltaic industry [9] Core Insights - The current round of anti-involution in the photovoltaic sector is marked by a more mature and pragmatic approach compared to the previous round, initiated by a series of policy and corporate events starting from late June [3][6] - The government has shown increased attention and clearer communication regarding the photovoltaic industry, with higher-level officials participating in discussions and setting more stringent regulations [6][22] - Companies and industry associations are taking proactive steps to address issues, demonstrating a higher degree of consensus and commitment to compliance with pricing regulations [6][26] Summary by Sections Overview - The report highlights that the current anti-involution measures are more mature and pragmatic than previous efforts, with significant developments in both policy and corporate actions since late June [3][6] Government and Corporate Attitudes - Government officials have publicly emphasized the need to regulate low-price competition and improve product quality, with more structured meetings and discussions involving higher-level participants [6][18] - Companies have taken the initiative to propose practical solutions and have shown a stronger commitment to enforcing pricing regulations, leading to a more unified industry response [6][26] Capacity and Production Measures - The focus has shifted from quota-based production limits to a strategy of consolidating capacity, particularly in the silicon material sector, where leading companies are acquiring smaller firms to manage supply and demand effectively [6][28] Pricing Measures - The current measures extend price controls beyond just components to include silicon materials, silicon wafers, batteries, and modules, with a higher baseline price established compared to previous rounds [6][36] - Recent price increases have been observed across all segments, with silicon material prices rising significantly, indicating a recovery towards reasonable levels [7][42] Investment Opportunities - The report identifies significant investment opportunities in silicon materials and battery components, highlighting specific companies such as Tongwei Co., GCL-Poly Energy, and LONGi Green Energy as key players to watch [7][36]

Core Viewpoint - Dike Co., Ltd. plans to acquire 60% of Zhejiang Sote Materials Technology Co., Ltd. for 696 million yuan, which will make Zhejiang Sote a subsidiary and allow Dike to control the Solamet® photovoltaic silver paste business previously under DuPont Group [2] Group 1: Acquisition Details - The acquisition will be completed through a cash transaction of 696 million yuan, and it constitutes a related party transaction due to performance compensation commitments made by the controlling shareholder, Shi Weili [2] - A supplementary agreement was signed to redefine the performance compensation calculation period, payment duration, and asset impairment compensation [2] - Shi Weili has committed that Zhejiang Sote's audited net profits for the years 2025 to 2027 will not be less than 68.1 million yuan, 90.8 million yuan, and 128.1 million yuan respectively, totaling at least 287 million yuan [2] Group 2: Financial Performance of Zhejiang Sote - As of May 31, 2025, Zhejiang Sote's total assets are 2.965 billion yuan, total liabilities are 2.298 billion yuan, and net assets are 666.5 million yuan [3] - For the period of January to May 2025, Zhejiang Sote reported operating revenue of 2.278 billion yuan, operating profit of 60.76 million yuan, and net profit of 43.49 million yuan [3] Group 3: Historical Context - In December 2021, Dike Co. announced a plan to acquire 100% of Zhejiang Sote for 1.247 billion yuan through a share issuance, but the acquisition was terminated in September 2022 due to disagreements on core terms with some counterparties [4] Group 4: Company Overview - Dike Co., Ltd. was established on July 15, 2010, and listed on June 18, 2020, focusing on the research, production, and sales of high-performance electronic materials [9]

Audit Opinion - The audit report concludes that the financial statements of Zhejiang Suote Material Technology Co., Ltd. fairly reflect the company's financial position as of May 31, 2025, December 31, 2024, and December 31, 2023, in accordance with accounting standards [2][3]. Management and Governance Responsibilities - The management is responsible for preparing the financial statements in accordance with accounting standards and ensuring that they are free from material misstatement due to fraud or error [3]. - The governance body oversees the financial reporting process [3]. Auditor's Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error [4]. - The auditor communicates with the governance body regarding the planned audit scope, timing, and significant findings [5]. Financial Position - As of May 31, 2025, total assets amounted to approximately 2.96 billion RMB, an increase from 2.41 billion RMB in 2024 and 1.58 billion RMB in 2023 [6][8]. - Current assets totaled approximately 2.31 billion RMB in 2025, compared to 1.73 billion RMB in 2024 and 861.95 million RMB in 2023 [6][7]. Liabilities and Equity - Total liabilities as of May 31, 2025, were approximately 2.30 billion RMB, up from 1.79 billion RMB in 2024 and 532.06 million RMB in 2023 [8][9]. - Shareholders' equity was approximately 666.55 million RMB in 2025, compared to 622.80 million RMB in 2024 and 1.05 billion RMB in 2023 [8]. Income Statement - For the period of January to May 2025, total operating revenue was approximately 2.28 billion RMB, a decrease from 3.55 billion RMB in 2024 and an increase from 1.26 billion RMB in 2023 [9][10]. - Total operating costs for the same period were approximately 2.20 billion RMB, compared to 3.36 billion RMB in 2024 and 1.24 billion RMB in 2023 [9][10]. Cash Flow - Net cash flow from operating activities for January to May 2025 was approximately 1.65 billion RMB, compared to 2.84 billion RMB in 2024 and 1.02 billion RMB in 2023 [10].