江苏瑞泰新能源材料股份有限公司 章程 二〇二三年八月 1 | 第一章 | 总则 | 4 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 6 | | 第三章 | 股份 | 6 | | 第一节 | 股份发行 | 6 | | 第二节 | 股份增减和回购 | 7 | | 第三节 | 股份转让 | 9 | | 第四章 | 股东和股东大会 | 10 | | 第一节 | 股东 | 10 | | 第二节 | 股东大会的一般规定 | 14 | | 第三节 | 股东大会的召集 | 17 | | 第四节 | 股东大会的提案与通知 | 19 | | 第五节 | 股东大会的召开 | 21 | | 第六节 | 股东大会的表决和决议 | 25 | | 第五章 | 党总支 | 32 | | 第六章 | 董事会 | 33 | | 第一节 | 董事 | 33 | | 第二节 | 董事会 | 40 | | 第七章 | 公司高级管理人员 | 47 | | 第八章 | 监事会 | 49 | | 第一节 | 监事 | 49 | | 第二节 | 监事会 | 51 | | 第九章 | 财务会计制度、利润分配和审计 | 54 ...

投资者关系活动 类别 □特定对象调研 □分析师会议 □媒体采访 ■业绩说明会 □新闻发布会 □路演活动 □现场参观 □其他 （请文字说明其他活动内容） 参与单位名称及 人员姓名 瑞泰新材 2022 年度业绩说明会采用网络远程方式进行，面 向全体投资者 时间 2023 年 4 月 28 日（周五）15:00-17:00 地点 全景网 "投资者关系互动平台"（http://ir.p5w.net） 上市公司接待人 员姓名 总裁兼董事：马晓天 副总裁、董事兼董事会秘书：王晓斌 财务总监：黄卫东 独立董事：周中胜 保荐代表人：康昊昱 投资者关系活动 主要内容介绍 公司就投资者在本次说明会中提出的问题进行了回复： 1、公司现有现金流是多少？如何运用这些现金流？公司 研发费用为多少？公司现主要研发哪方面？ 您好！公司现金流、研发费用、研发内容请关注公司相 关公告，公司将从优化产能布局、加大研发投入等方面合理 使用现金流，提高公司的综合竞争能力。谢谢！ 2、公司现有闲置现金流是多少？如何运用现金流，公司 研发费用为多少，主要研发哪方面？ 您好！公司现金流、研发费用、研发内容请关注公司相 关公告，公司将从优化产能布局、加大研发 ...

Revenue and Profitability - Revenue for Q1 2023 was CNY 1,122,168,665.84, a decrease of 44.11% compared to CNY 2,007,801,117.57 in the same period last year[5] - Net profit attributable to shareholders was CNY 130,359,681.64, down 54.70% from CNY 287,767,995.34 year-over-year[5] - Basic and diluted earnings per share were both CNY 0.18, a decline of 65.38% from CNY 0.52 in the previous year[5] - Operating revenue decreased by 44.11% to approximately CNY 1.12 billion, mainly due to a decline in product prices[34] - Net profit for the current period is 143,493,068.47, a decline of 55% from 318,543,283.38 in the previous period[43] - Earnings per share for the current period is 0.18, compared to 0.52 in the previous period[43] Cash Flow - Net cash flow from operating activities increased by 178.32% to CNY 450,374,067.83, compared to CNY 161,818,941.57 in the same period last year[5] - The net cash flow from operating activities was CNY 450,374,067.83, a significant increase from CNY 161,818,941.57 in the previous period, reflecting a growth of approximately 177%[47] - Total cash inflow from operating activities was CNY 1,525,229,385.61, compared to CNY 1,187,260,694.59, marking an increase of approximately 28.5%[47] - Cash inflow from investment activities totaled CNY 1,721,649,784.63, compared to CNY 205,481,083.53 in the prior period, indicating a substantial increase[47] - The net cash flow from investment activities was CNY 1,061,005,613.22, a turnaround from a negative cash flow of CNY -179,068,738.02 previously, showcasing a strong recovery[47] - Cash outflow for purchasing fixed assets and intangible assets was CNY 132,844,171.41, up from CNY 30,549,821.55, indicating increased investment in long-term assets[47] - The total cash outflow from investment activities was CNY 660,644,171.41, compared to CNY 384,549,821.55, reflecting increased capital expenditures[47] Assets and Liabilities - Total assets at the end of the reporting period were CNY 10,222,816,192.70, a slight increase of 0.18% from CNY 10,204,213,083.19 at the end of the previous year[5] - Total liabilities amount to 3,054,878,488.60, a decrease from 3,187,983,451.23 in the previous period[41] - Total liabilities decreased by 31.12% in accounts payable to approximately CNY 829.27 million, due to a decline in raw material prices[34] - Trade receivables decreased by 40.59% to approximately CNY 24.27 million, influenced by changes in product pricing and customer settlement methods[34] - Total equity is 7,167,937,704.10, an increase from 7,016,229,631.96 in the previous period[41] Shareholder Information - The company’s major shareholder, Jiangsu Guotai International Group Co., Ltd., holds 68.18% of the shares[36] - Shareholders' equity attributable to the parent company rose by 2.05% to CNY 6,876,640,879.41 from CNY 6,738,663,405.32 at the end of the previous year[5] Expenses and Financial Performance - Total operating costs for the current period are 947,781,662.59, down 42% from 1,623,821,301.45 in the previous period[42] - Financial expenses increased by 777.97% to approximately CNY 7.04 million, mainly due to increased foreign exchange losses[34] - The company reported a 201.83% increase in taxes and surcharges to approximately CNY 10.25 million, due to higher payments for land use tax and urban maintenance[34] - Research and development expenses for the current period are 27,182,961.26, down from 32,252,638.57 in the previous period[42] - Tax expenses for the current period are 30,591,536.90, a decrease from 70,923,290.71 in the previous period[43] Other Financial Metrics - The company reported a weighted average return on equity of 1.91%, down from 10.67% in the same period last year[5] - Other comprehensive income after tax for the current period is 2,872,737.78, compared to -9,681,317.52 in the previous period[43] - The company reported a government subsidy of CNY 757,097.25, contributing positively to the financial results[50] - The company recorded a loss of CNY 186,587.86 from the disposal of non-current assets, impacting overall profitability[50] Audit Information - The company has not undergone an audit for the first quarter report[46]

Financial Performance - The company's operating revenue for 2022 was ¥6,134,955,777.34, an increase of 17.91% compared to ¥5,203,099,207.64 in 2021[27]. - The net profit attributable to shareholders for 2022 was ¥776,904,489.03, representing a growth of 28.98% from ¥602,339,154.22 in 2021[27]. - The net cash flow from operating activities reached ¥955,974,982.81, a significant increase of 1,670.00% compared to ¥54,009,998.53 in 2021[27]. - Basic and diluted earnings per share for 2022 were both ¥1.21, reflecting a 10.00% increase from ¥1.1 in 2021[27]. - Total assets at the end of 2022 amounted to ¥10,204,213,083.19, an increase of 82.59% from ¥5,588,744,188.63 at the end of 2021[27]. - The net assets attributable to shareholders at the end of 2022 were ¥6,738,663,405.32, up 163.83% from ¥2,554,183,024.95 at the end of 2021[27]. - The company reported a weighted average return on equity of 16.78% for 2022, down from 26.39% in 2021, indicating a decrease of 9.61%[27]. - The company achieved a net cash flow from operating activities of ¥955,974,982.81 in 2022, a significant increase of 1,670.00% compared to ¥54,009,998.53 in 2021[117]. - The company's financial expenses decreased by 937.05% to -¥99,290,136.53, primarily due to increased interest income and significant foreign exchange gains[111]. - The company’s R&D expenses rose by 2.95% to ¥126,687,365.68 in 2022, reflecting ongoing investment in innovation[111]. Market Position and Industry Trends - In 2022, global lithium-ion battery shipments reached 957.7 GWh, a significant increase of 70.3% year-on-year[41]. - China's lithium-ion battery electrolyte shipments grew by 75.7% year-on-year, reaching 891,000 tons, accounting for 85.4% of the global market[41]. - The domestic market for power and energy storage lithium-ion batteries in China saw shipment volumes increase by over 110% and 170% respectively in 2022[41]. - The production and sales of new energy vehicles in China reached 7.058 million and 6.887 million units in 2022, representing year-on-year growth of 96.9% and 93.4%[41]. - The global demand for lithium-ion battery electrolytes is expected to reach 2.726 million tons by 2025 and exceed 8 million tons by 2030[41]. Product Development and Innovation - The company produces lithium-ion battery electrolyte and additives, which are critical for energy density, power density, and cycle life of batteries[51]. - The main lithium-ion battery electrolyte products include those for power batteries, consumer batteries, and energy storage batteries, catering to various applications[51]. - The company focuses on R&D for new products, including lithium salt additives with high technical barriers, which are already being applied in mainstream power lithium-ion batteries[54]. - The company is developing silicon-based anode materials with a theoretical specific capacity of 4200 mAh/g, addressing the limitations of traditional graphite anodes[122]. - The company has completed the development of high-voltage (≥4.45V) lithium cobalt oxide electrolyte, aiming to enhance performance in high-voltage applications[122]. - The company is focusing on the development of NCM622 electrolyte for lithium-ion batteries, with voltage targets increasing from 4.2V to 4.4V[122]. Strategic Partnerships and Collaborations - The company has established long-term partnerships with leading battery manufacturers such as CATL and LG Energy Solution[45]. - The company has established itself as a supplier for major international chemical companies, including DuPont and GE, enhancing its market position[50]. - The company has a well-established talent team with extensive industry experience, ensuring effective product development and market responsiveness[87]. Production Capacity and Expansion Projects - The company is currently involved in multiple expansion projects, including a 40,000 tons/year lithium-ion battery electrolyte project in Poland[81]. - The company has a stable production line for organosilicon products, with a design capacity of 7,600 tons and a utilization rate of 30.35%[81]. - The company has received environmental impact assessment approvals for several new projects, including a 30,000 tons/year lithium-ion battery electrolyte project in Zhenjiang[81]. - The company is actively implementing multiple projects across various locations to meet increasing customer demands and improve operational efficiency[138]. - The company is expanding production capacity in Zhangjiagang, Quzhou, and Ningde, responding to the high demand in the lithium-ion battery market[182]. Financial Management and Fundraising - The total amount of raised funds in 2022 was CNY 351.63 million, with CNY 87.26 million used during the reporting period, representing 24.8% of the total raised[150]. - As of December 31, 2022, the cumulative amount of raised funds used was CNY 87.26 million, with CNY 253.82 million remaining unused[150]. - The company plans to use up to CNY 3.05 billion of temporarily idle raised funds for cash management, with CNY 1.29 billion invested in bank principal-protected financial products as of December 31, 2022[150]. - The company reported a net fundraising amount of RMB 3,388,069,033.33, with RMB 2,188,069,033.33 allocated for various projects[169]. Governance and Compliance - The company emphasizes the importance of compliance, internal governance, and social responsibility in its operational strategy[185]. - The company adheres to corporate governance standards as per relevant laws and regulations, ensuring equal treatment of all shareholders[197]. - The company has established a performance evaluation and incentive system linking management compensation to business performance[197]. - The company ensures timely and accurate information disclosure, allowing all shareholders equal access to information[197]. - The company maintains independence from its controlling shareholders in terms of assets, personnel, finance, and operations[198]. Risks and Challenges - The company is facing significant raw material cost fluctuations, which impact operating costs and gross margins, necessitating strategic supplier partnerships and procurement optimization[178]. - The company is navigating a competitive landscape in the lithium battery materials sector, with increasing challenges in market development and cost control[182]. - The company is facing potential industry overcapacity risks if market demand does not keep pace with production increases[178]. - The company is addressing management risks associated with rapid expansion by improving governance structures and decision-making processes[178].

证券代码：301238 证券简称：瑞泰新材 公告编号：2023-007 江苏瑞泰新能源材料股份有限公司 为充分尊重投资者、提升公司与投资者之间的交流效率，现就公司 2022 年度业绩说明会提前向投资者公开征集问题，广泛征求投资者的意见和建议。广 大投资者可于 2023 年 4 月 27 日 17:00 之前访问 http://ir.p5w.net/zj/，或 扫描下方二维码，进入问题征集专题页面。敬请广大投资者通过全景网系统提交 您所关注的问题，便于公司在业绩说明会上对投资者普遍关注的问题进行回答， 提升此次业绩说明会的针对性。此次活动交流期间，投资者仍可登陆活动界面进 行互动提问。 欢迎广大投资者积极参与！ （问题征集专题页面二维码） 关于举行 2022 年度网上业绩说明会的公告 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，不存在虚 假记载、误导性陈述或重大遗漏。 江苏瑞泰新能源材料股份有限公司（以下简称"本公司"）2022 年年度报告 全文及摘要已于 2022 年 4 月 26 日刊登于中国证监会指定信息披露媒体巨潮 资讯网 （http://www.cninfo.com.cn）。 为方便广大 ...

证券代码：301238 证券简称：瑞泰新材 江苏瑞泰新能源材料股份有限公司 投资者关系活动记录表 编号：2022-001 | --- | --- | --- | --- | |-----------------------------|---------------------------------------|-----------------------------------------------------------------------------------------------------------|----------| | | | | | | 投资者关系活动 | | ■特定对象调研 □分析师会议 | | | 类别 | | □媒体采访 □业绩说明会 | | | | □新闻发布会 □路演活动 | | | | | □现场参观 | | | | | □其他 | （请文字说明其他活动内容） | | | 参与单位名称及 | | 中国国际金融股份有限公司：夏斯亭、秦宇道 | | | 人员姓名 | | 开源证券股份有限公司：殷晟路、李林容 | | | | 华安证券股份有限公司：王洪岩 | | | ...

Revenue and Profit - Revenue for Q3 2022 reached ¥1,451,758,944.54, an increase of 4.59% year-over-year, while year-to-date revenue totaled ¥4,801,169,919.31, up 51.66% compared to the same period last year[7] - Net profit attributable to shareholders for Q3 2022 was ¥163,321,575.17, a decrease of 20.24% year-over-year, with year-to-date net profit at ¥661,555,976.07, reflecting a 76.03% increase[7] - Basic earnings per share for Q3 2022 was ¥0.17, down 54.05% year-over-year, while year-to-date basic earnings per share stood at ¥1.08, up 58.82%[7] - Total operating revenue for the current period reached ¥4,801,169,919.31, a significant increase of 51.6% compared to ¥3,165,768,111.58 in the previous period[25] - Operating profit for the current period was ¥882,149,379.90, up 81.6% from ¥485,810,537.45 in the previous period[27] - Net profit attributable to shareholders of the parent company was ¥661,555,976.07, representing a 76.0% increase from ¥375,829,111.24 in the previous period[27] - The company reported a total profit of ¥876,564,977.86, an increase of 80.6% compared to ¥485,461,971.89 in the previous period[27] - The basic earnings per share rose to ¥1.08, compared to ¥0.68 in the previous period, marking a 58.8% increase[27] Assets and Liabilities - Total assets as of the end of Q3 2022 amounted to ¥10,122,724,789.90, representing an 81.13% increase from the end of the previous year[7] - The company's total current assets amounted to CNY 8,967,517,318.55, compared to CNY 4,695,105,050.89 in the same period last year, reflecting a growth of approximately 91.5%[19] - The total liabilities of the company were CNY 3,249,958,426.55, up from CNY 2,811,546,417.05, indicating an increase of about 15.6%[21] - The equity attributable to the parent company reached CNY 6,583,825,847.99, compared to CNY 2,554,183,024.95 in the previous year, marking an increase of approximately 158.5%[24] - The total owner's equity amounted to CNY 6,872,766,363.35, up from CNY 2,777,197,771.58, indicating a growth of around 147.5%[24] Cash Flow - Cash flow from operating activities for the year-to-date was ¥643,287,872.23, a remarkable increase of 740.36% compared to the same period last year[12] - Cash flow from operating activities generated a net amount of ¥643,287,872.23, a turnaround from a negative cash flow of ¥100,457,075.72 in the previous period[31] - Cash inflow from operating activities totaled ¥3,677,447,138.44, compared to ¥1,714,493,605.14 in the previous period, indicating a growth of 114.3%[31] - The company experienced a net cash outflow from investing activities of ¥302,645,279.08, an improvement from a larger outflow of ¥869,812,395.49 in the previous period[31] - Cash inflow from financing activities totaled approximately $3.95 billion, a significant increase compared to $110.67 million in the previous period[33] - Net cash flow from financing activities reached approximately $3.65 billion, up from $97.32 million year-over-year[33] - The net increase in cash and cash equivalents was approximately $4.04 billion, contrasting with a decrease of $891.13 million in the prior period[33] - The ending balance of cash and cash equivalents stood at approximately $4.92 billion, compared to $202.23 million in the previous period[33] - The impact of exchange rate changes on cash and cash equivalents was approximately $47.85 million, compared to a negative impact of $18.18 million previously[33] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 60,322, with the largest shareholder, Jiangsu Guotai International Group Co., Ltd., holding 68.18% of shares[13] - The company completed its IPO, resulting in a substantial increase in capital reserves by 648.39% to ¥3,698,999,112.52[12] - The company reported a net cash inflow from financing activities of ¥3,651,926,451.55, a significant increase of 3652.55% due to the IPO[12] Research and Development - Research and development expenses for the year-to-date were ¥100,134,280.03, an increase of 39.36% year-over-year, indicating a commitment to maintaining technological leadership[12] - Research and development expenses increased to ¥100,134,280.03, up 39.5% from ¥71,853,447.23 in the previous period[25]

Financial Performance - The company's operating revenue for the first half of 2022 reached ¥3,349,410,974.77, representing an increase of 88.41% compared to the same period last year[27]. - Net profit attributable to shareholders was ¥498,234,400.90, up 191.25% year-on-year[27]. - The net profit after deducting non-recurring gains and losses was ¥489,898,638.66, reflecting a growth of 191.40% compared to the previous year[27]. - The net cash flow from operating activities was ¥361,434,619.88, a significant increase of 3,092.14% from the previous year[27]. - Basic earnings per share were ¥0.91, which is a 193.55% increase compared to ¥0.31 in the same period last year[27]. - Total assets at the end of the reporting period amounted to ¥9,996,706,211.04, an increase of 78.87% from the end of the previous year[27]. - Net assets attributable to shareholders reached ¥6,432,310,027.49, up 151.83% year-on-year[27]. - The total share capital increased to ¥733,333,300.00, representing a growth of 33.33% compared to the previous year[27]. - The weighted average return on net assets was 11.09%, an increase of 2.81% from the previous year[27]. - The company reported a total of ¥3,224,793,718 in revenue for the reporting period, with a year-on-year increase of 87.64%[98]. - The gross profit margin for battery materials was reported at 22.13%, reflecting a 3.60% increase compared to the same period last year[98]. - Domestic sales amounted to ¥2,880,518,181, representing a significant year-on-year growth of 124.88%[98]. - The overseas sales revenue accounted for over 30% of the total revenue during the reporting period[98]. Research and Development - Research and development investment increased by 43.67% to ¥66,236,016.19 from ¥46,103,705.54, reflecting the company's commitment to maintaining technological leadership[97]. - The company has a strong focus on R&D in battery materials and organic silicon, positioning itself well for future growth in these sectors[41]. - The company is actively investing in research and development for new battery technologies, including solid-state batteries and sodium-ion batteries[153]. - The company has achieved batch sales of some new lithium salt products in solid-state lithium-ion batteries[153]. - The company holds 124 invention patents and 10 utility model patents, underscoring its strong focus on innovation and technology development[90]. - The company has established a research center focused on developing new electrolyte salts and additives, leveraging a team with over 10 years of industry experience[80]. - The company’s research and development model focuses on independent R&D while also collaborating with industry partners and research institutions[59]. Market Position and Strategy - The company ranked among the top three in domestic lithium-ion battery electrolyte shipments over the past three years, indicating a strong market position[40]. - The company has established long-term partnerships with major downstream manufacturers, enhancing its competitive advantage in the industry[40]. - The company anticipates enhanced competitive advantages in the future as it expands its core customer base and launches multiple projects[70]. - The company has established close and ongoing partnerships with leading lithium-ion battery manufacturers such as CATL and LG Chem, enhancing customer loyalty and market position[91]. - The company aims to enhance its competitive strength and profitability through scale development, technological innovation, and business expansion[151]. - The company has a competitive advantage as a leading enterprise in lithium-ion battery materials, focusing on optimizing technical services and solutions[151]. Production and Capacity - The company has a production capacity of 111,137.5 tons for battery materials, with a capacity utilization rate of 70.8%[77]. - The company has ongoing projects to expand production capacity, including a 40,000 tons/year lithium-ion battery electrolyte project in Poland and a 300,000 tons/year project in Ningde[77]. - The company is expanding its production facilities in locations such as Zhangjiagang, Ningde, and Poland to strengthen its supply chain and customer relationships[91]. - The company has a project in Poland to produce 260,000 tons of lithium-ion battery electrolyte, with an investment of 660,281,625.94 RMB[120]. Environmental and Safety Compliance - The company has implemented comprehensive safety and environmental measures to mitigate risks associated with production waste and hazardous materials[158]. - The company acknowledges management risks associated with rapid business expansion and plans to improve governance structures and decision-making processes to adapt to growth[159]. - The company emphasizes its commitment to corporate social responsibility, focusing on sustainable development and community support[200]. - The company has received no administrative penalties for environmental issues during the reporting period[183]. - The company’s pollution prevention facilities are designed and operated in compliance with national laws and regulations, and are currently functioning normally[185]. - The company processed 20.8 tons of domestic waste, with no violations noted[177]. - The company has a total of 7 emission outlets for various pollutants, all of which are compliant with the relevant standards[177]. - The company’s wastewater treatment facilities operate in accordance with the "Integrated Wastewater Discharge Standards" (GB8978-1996) at the tertiary level[185]. Financial Management and Investments - The company has committed to invest 39,326.39 million RMB in a new lithium-ion battery electrolyte project, with no funds utilized to date[131]. - The total amount of raised funds is 351,633.27 million RMB, with no funds utilized as of June 30, 2022[130]. - The company has not yet invested any of the raised funds into projects, with a cumulative investment of 0 RMB[130]. - The company reported a net loss from investment income of -1,478,806.65, accounting for -0.22% of total profit[103]. - The company has established two new subsidiaries during the reporting period, which had no significant impact on overall operations and performance[148]. Dividend and Shareholder Information - The company plans not to distribute cash dividends or issue bonus shares[6]. - The company will not distribute cash dividends or issue new shares from capital reserves for the half-year period[168]. - The company has not implemented any employee stock ownership or incentive plans during the reporting period[169].