瑞泰新材 2025年第二次临时股东大会法律意见书 江苏世纪同仁律师事务所 关于江苏瑞泰新能源材料股份有限公司 2025 年第二次临时股东大会的法律意见书 江苏瑞泰新能源材料股份有限公司： 根据《中华人民共和国公司法》《中华人民共和国证券法》和中国证监会《上 市公司股东会规则》等法律、法规和规范性文件以及公司《章程》的规定，本所 受贵公司董事会的委托，指派本所律师出席贵公司 2025 年第二次临时股东大会 并对本次股东大会进行了见证，并就本次股东大会的召集、召开程序、出席会议 人员资格、召集人资格、表决程序以及表决结果的合法有效性等事项出具法律意 见。 为出具本法律意见书，本律师对本次股东大会所涉及的有关事项进行了审查， 查阅了本律师认为出具法律意见所必须查阅的文件，并对有关问题进行了必要的 核查和验证。 2、贵公司本次股东大会于 2025 年 9 月 9 日 14:45 现场召开，公司董事长张 子燕先生因工作原因未能出席，会议由半数以上董事共同推举的董事、总裁马晓 天先生主持，会议召开的时间、地点等相关事项与前述通知披露一致。本次股东 大会采取现场投票和网络投票相结合的方式，贵公司通过深圳证券交易所交易系 统 ...

证券代码：301238 证券简称：瑞泰新材 公告编号：2025-055 江苏瑞泰新能源材料股份有限公司 1、审议通过《关于聘任公司副总裁的议案》 根据《公司法》《深圳证券交易所上市公司自律监管指引第 2 号——创业板 上市公司规范运作》等法律法规、规范性文件及《公司章程》的相关规定，经第 二届董事会提名委员会资格审核通过，董事会同意聘任郭军先生为公司副总裁， 任期与第二届董事会相同。 具体内容详见公司指定信息披露报纸《证券时报》和指定信息披露网站巨潮 资讯网 http://www.cninfo.com.cn《瑞泰新材：关于聘任公司副总裁的公告》。 表决结果：同意 9 票、反对 0 票、弃权 0 票。 第二届董事会第十七次（临时）会议决议公告 三、备查文件 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。 一、董事会会议召开情况 江苏瑞泰新能源材料股份有限公司（以下简称"公司"）第二届董事会第十 七次（临时）会议，于 2025 年 9 月 5 日以电子邮件、传真和送达等方式发出通 知，并于 2025 年 9 月 9 日以通讯表决的方式召开。本次会议由董事长张子燕先 ...

Group 1 - The core transaction of Ruitai New Materials on September 3 involved a block trade of 521,400 shares, with a total transaction value of 10.0682 million yuan, accounting for 2.74% of the total trading volume for the day [1][2] - The transaction price was 19.31 yuan per share, which represents a discount of 1.23% compared to the market closing price of 19.55 yuan [1][2]

Group 1 - The energy storage sector has seen a significant surge, with companies like Haibo Sichuang and Shangneng Electric hitting the daily limit up, while others like Chunxing Precision and Tongrun Equipment also reached their limits [1] - The energy storage market is experiencing a supply-demand reversal, with companies such as CATL and EVE Energy operating at full capacity despite a previously oversupplied market [1] - In the first half of 2025, global energy storage cell shipments are expected to reach 226 GWh, marking a 97% year-on-year increase, with Chinese companies accounting for over 90% of the global market share [1] Group 2 - Chinese companies have secured a record number of overseas energy storage orders, with 199 new orders totaling over 160 GWh in the first half of the year, representing a 220.28% year-on-year increase [2] - The Middle East has emerged as the fastest-growing market for energy storage, with significant orders from regions like Australia and Europe also contributing to the growth [2] - The Chinese government has implemented policies to promote the marketization of energy pricing, which is expected to enhance the profitability of the energy storage sector [2] Group 3 - In the first half of 2025, China's new energy storage installed capacity reached 42.6 GWh, a 27.5% increase year-on-year, while global battery storage systems installed capacity reached 86.7 GWh, a 54% increase [3] - Emerging markets such as the Middle East, Southeast Asia, and Latin America are expected to see a significant rise in energy storage demand due to power shortages and supportive government policies [3] - Notable companies in the energy storage sector include CATL, which is a global leader in power batteries, and Sungrow Power Supply, which offers comprehensive energy storage solutions [3][4]

Group 1 - Tianqi Materials reported a revenue of 7.03 billion yuan for the first half of 2025, a year-on-year increase of 28.97% [2][3] - The net profit attributable to shareholders was 268 million yuan, up 12.79% year-on-year, while the net profit excluding non-recurring items was 235 million yuan, reflecting a growth of 26.01% [2][3] - Basic earnings per share increased to 0.14 yuan, a rise of 16.67% compared to the previous year [3] Group 2 - New Zobang achieved a revenue of 4.25 billion yuan, marking an 18.58% increase year-on-year, with a net profit of 484 million yuan, up 16.36% [5][6] - The net profit excluding non-recurring items was 466 million yuan, showing an 8.16% increase [5][6] - Basic earnings per share rose to 0.64 yuan, a 16.36% increase from the previous year [6] Group 3 - Ruida New Materials reported a revenue of 975 million yuan, a decline of 7.36% year-on-year, with a net profit of 82 million yuan, down 24.19% [7][8] - The net profit excluding non-recurring items was 79 million yuan, reflecting a decrease of 27.57% [7][8] - The company experienced a negative cash flow from operating activities of 80 million yuan [8] Group 4 - Yongtai Technology reported a revenue of 2.61 billion yuan, a year-on-year increase of 21.97%, with a net profit of 59 million yuan, up 56.17% [10][11] - The net profit excluding non-recurring items was 23 million yuan, down 15.08% [10][11] - Basic earnings per share increased to 0.06 yuan, a 50% rise compared to the previous year [11] Group 5 - Shida Shenghua reported a revenue of 3.01 billion yuan, a year-on-year increase of 14.87%, but a net loss of 56 million yuan, a decline of 248.03% [13][14] - The net loss excluding non-recurring items was 57 million yuan, down 282.11% [13][14] - The company reported a positive cash flow from operating activities of 90 million yuan [14] Group 6 - Duofluor reported a revenue of 4.33 billion yuan, a decline of 6.65% year-on-year, with a net profit of 51 million yuan, down 16.55% [15][16] - The net profit excluding non-recurring items was a loss of 4.81 million yuan, reflecting a decrease of 179.71% [15][16] - Basic earnings per share decreased to 0.0441 yuan, down 15.19% [16] Group 7 - Tianji Co. reported a revenue of 1.07 billion yuan, a year-on-year increase of 19.16%, but a net loss of 52 million yuan, an improvement of 59% compared to the previous year [18][19] - The net loss excluding non-recurring items was 56 million yuan, down 56.04% [18][19] - The company reported a negative cash flow from operating activities of 131 million yuan [19] Group 8 - Huayu Pharmaceutical reported a revenue of 882 million yuan, a decline of 1.73% year-on-year, with a net loss of 5.81 million yuan, a decline of 116.23% [21][22] - The net loss excluding non-recurring items was 21.59 million yuan, down 247.06% [21][22] - The company reported a negative cash flow from operating activities of 169 million yuan [22] Group 9 - Haike New Source reported a revenue of 2.32 billion yuan, a year-on-year increase of 27.92%, but a net loss of 42 million yuan, an improvement of 61.21% [23][24] - The net loss excluding non-recurring items was 49 million yuan, down 56.57% [23][24] - The company reported a negative cash flow from operating activities of 248 million yuan [24] Group 10 - Hualu Hengsheng reported a revenue of 15.76 billion yuan, a decline of 7.14% year-on-year, with a net profit of 1.57 billion yuan, down 29.47% [26][27] - The net profit excluding non-recurring items was 1.56 billion yuan, reflecting a decrease of 30.29% [26][27] - Basic earnings per share decreased to 0.739 yuan, down 29.48% [27] Group 11 - Huasheng Lithium reported a revenue of 349 million yuan, a year-on-year increase of 72.02%, but a net loss of 72 million yuan [29] - The net profit excluding non-recurring items was a loss of 78 million yuan [29] - The company reported a negative cash flow from operating activities of 183 million yuan [29] Group 12 - Fuxiang Pharmaceutical reported a revenue of 514 million yuan, a decline of 24.58% year-on-year, with a net loss of 6.91 million yuan, an increase of 69.23% [31][32] - The net loss excluding non-recurring items was 32 million yuan, reflecting a decrease of 34.91% [31][32] - The company reported a negative cash flow from operating activities of 10 million yuan [32] Group 13 - Furui Co. reported a revenue of 2.59 billion yuan, a decline of 3.03% year-on-year, but a net profit of 246 million yuan, an increase of 10.92% [34][35] - The net profit excluding non-recurring items was 250 million yuan, reflecting a growth of 15.71% [34][35] - The company reported a positive cash flow from operating activities of 447 million yuan [35] Group 14 - The overall performance of companies in the electrolyte and raw material sector has been poor, with most companies reporting unsatisfactory financial results [36] - Except for Tianqi and New Zobang, other companies in the electrolyte sector have shown average performance [36] - Companies in the lithium hexafluorophosphate sector have reported significant losses, with net profits declining across the board [36]

8月28日，瑞泰新材跌0.80%，成交额2.68亿元。两融数据显示，当日瑞泰新材获融资买入额3627.88万 元，融资偿还2237.30万元，融资净买入1390.58万元。截至8月28日，瑞泰新材融资融券余额合计2.76亿 元。 融资方面，瑞泰新材当日融资买入3627.88万元。当前融资余额2.75亿元，占流通市值的2.03%，融资余 额超过近一年50%分位水平，处于较高位。 资料显示，江苏瑞泰新能源材料股份有限公司位于江苏省张家港市人民中路15号2幢30楼，成立日期 2017年4月21日，上市日期2022年6月17日，公司主营业务涉及电池材料以及有机硅等化工新材料的研 发、生产和销售。主营业务收入构成为：化工行业100.00%。 截至6月30日，瑞泰新材股东户数4.29万，较上期减少0.15%；人均流通股17088股，较上期增加 244.25%。2025年1月-6月，瑞泰新材实现营业收入9.75亿元，同比减少7.36%；归母净利润8190.97万 元，同比减少24.19%。 分红方面，瑞泰新材A股上市后累计派现2.93亿元。 机构持仓方面，截止2025年6月30日，瑞泰新材十大流通股东中，香港中央结算有限公 ...

Group 1 - The Kirin battery sector experienced a decline, dropping by 1.01% [1] - Contemporary Amperex Technology Co., Ltd. (CATL) saw a decrease of 1.21% [1] - Ruifeng New Materials also fell by 0.47% [1]

Core Viewpoint - The acquisition of 8.8556% equity by 瑞泰新材 from 27 individual shareholders raises concerns about the company's financial health and governance, especially given its declining performance and high accounts receivable [1][2][3][6] Company Summary - 瑞泰新材 plans to acquire 8.8556% equity in its subsidiary 华荣化工 for 215 million yuan, increasing its ownership from 91.14% to 100% [1] - The acquisition involves significant amounts from related parties, with a total of approximately 110 million yuan, which is over half of the total acquisition price [2] - The valuation of the acquired equity reflects a 10% discount compared to the net asset value, raising questions about the transaction's rationale [2] - The company's revenue for the first half of 2025 was 975 million yuan, a decrease of 7.36% year-on-year, with a net profit of approximately 81.91 million yuan, down 24.19% [2] - The accounts receivable stood at 826 million yuan, which is 976.67% of the latest annual net profit, indicating severe cash recovery issues [3] - The company's cash flow situation is dire, with negative cash flows from operating, investing, and financing activities, totaling -940 million yuan for the first half of 2025 [3][6] Industry Context - The parent company, 江苏国泰, has halted a significant investment project in lithium-ion battery electrolyte production due to market oversupply and declining prices [4] - In contrast, 江苏国泰 announced plans to invest up to 12 billion yuan in wealth management and 1.83 billion yuan in securities, highlighting a strategic shift away from industrial investments [5][6] - The contrasting actions of halting real investment while pursuing financial investments reflect the challenging environment in the battery materials industry [6]

Core Viewpoint - 瑞泰新材's financial performance for the first half of 2025 shows a decline in revenue and net profit compared to the previous year, indicating potential challenges in its business operations and financial health [1][3]. Financial Performance Summary - The total revenue for the first half of 2025 was 975 million yuan, a decrease of 7.36% year-on-year [1]. - The net profit attributable to shareholders was 81.91 million yuan, down 24.19% from the previous year [1]. - The gross profit margin remained stable at 19.54%, while the net profit margin decreased to 9.64%, a drop of 17.13% [1]. - The total of selling, administrative, and financial expenses reached 74.37 million yuan, which is 7.63% of revenue, marking a significant increase of 303.15% year-on-year [1]. - The company's cash flow from operating activities showed a negative value of -1.1 million yuan, a decline of 146.33% compared to the previous year [1][3]. Asset and Liability Analysis - The company's monetary funds decreased by 66.96% to 1.366 billion yuan, primarily due to the repayment of bank loans and the presence of unexpired financial products [3]. - Accounts receivable amounted to 826 million yuan, down 11.82% year-on-year, but represented 976.67% of the net profit, indicating a high level of receivables relative to profit [1][4]. - Interest-bearing liabilities decreased by 21.86% to 1.132 billion yuan [1]. Business Model and Market Position - The company's return on invested capital (ROIC) was reported at 0.81%, indicating weak capital returns, with a historical median ROIC of 15.21% since its listing [4]. - The company is focusing on research and development in new battery materials, particularly solid-state battery materials, which are still in the early stages of commercialization [6]. - The sales revenue from solid-state battery materials is currently low, but the company is actively developing additional solid-state electrolyte products [6]. Fund Holdings - The largest fund holding in 瑞泰新材 is 中航新起航灵活配置混合A, which increased its position to 847,800 shares, reflecting a positive sentiment towards the stock [5].

Core Viewpoint - 瑞泰新材's shareholder count decreased slightly while the average shareholding value remains below industry standards, indicating potential challenges in attracting and retaining investors [1][2]. Group 1: Shareholder Statistics - As of June 30, 2025, 瑞泰新材 had 42,915 shareholders, a decrease of 63 shareholders or 0.15% from March 31, 2025 [1][2]. - The average shareholding value per shareholder was 328,400 yuan, which is lower than the industry average of 455,000 yuan [1][2]. - The average number of shares held per shareholder remained stable at 17,100 shares [1][2]. Group 2: Stock Performance - From March 31, 2025, to June 30, 2025, 瑞泰新材's stock price increased by 6.16% despite a decrease in shareholder count [1][2]. - In the previous quarter (December 31, 2024), the stock had a decline of 11.63%, indicating volatility in stock performance [2]. - The stock had a significant increase of 16.28% from December 31, 2024, to March 31, 2025, suggesting a recovery phase prior to the latest reporting period [2]. Group 3: Capital Flow - During the period from March 31, 2025, to June 30, 2025, the net outflow of main funds was 261 million yuan, while retail investors contributed a net inflow of 215 million yuan [2]. - Speculative funds saw a net inflow of approximately 46.05 million yuan, indicating mixed investor sentiment [2].