信达会字(2025)第 108 号 致：广州新莱福新材料股份有限公司 广东信达律师事务所（以下简称"本所"或"信达"）受广州新莱福新材料股份 有限公司（以下简称"公司"）委托，指派梁清越律师、达选博律师出席公司召开 的 2024 年年度股东大会（以下简称"本次股东大会"），并进行了必要的验证工 作。 现根据《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 东大会规则》及其他相关法律、法规、规章及规范性文件以及《广州新莱福新材 料股份有限公司章程》（以下简称"《公司章程》"）的规定，按照律师业公认的 业务标准、道德规范和勤勉尽责精神，对本次股东大会的召集和召开程序、出席 会议人员和召集人的资格、表决程序和表决结果等事项发表如下的法律意见。 中国 深圳 福田区 益田路6001号太平金融大厦11-12楼 邮政编码：518038 11F-12F, TAIPING FINANCE TOWER, 6001 YITIAN ROAD, FUTIAN, SHENZHEN, CHINA 电话（Tel.）：（0755）88265288 传真（Fax.）：（0755）88265537 网址（Website）：http:/ ...

1 | （1）列席公司股东大会次数 | 0次 | | --- | --- | | （2）列席公司董事会次数 | 0次 | | （3）列席公司监事会次数 | 0次 | | 5.现场检查情况 | | | （1）现场检查次数 | 1次 | | （2）现场检查报告是否按照深圳证券交易所规定 | 是 | | 报送 | | | （3）现场检查发现的主要问题及整改情况 | 无 | | 6.发表专项意见情况 | | | （1）发表专项意见次数 | 7次 | | （2）发表非同意意见所涉问题及结论意见 | 无 | | 7.向深圳证券交易所报告情况（现场检查报告除 | | | 外） | | | （1）向深圳证券交易所报告的次数 | 无 | | （2）报告事项的主要内容 | 不适用 | | （3）报告事项的进展或者整改情况 | 不适用 | | 8.关注职责的履行情况 | | | （1）是否存在需要关注的事项 | 不适用 | | （2）关注事项的主要内容 | 不适用 | | （3）关注事项的进展或者整改情况 | 不适用 | | 9.保荐业务工作底稿记录、保管是否合规 | 是 | | 10.对上市公司培训情况 | | | （1）培训次 ...

中信证券股份有限公司 关于广州新莱福新材料股份有限公司 2024 年度持续督导定期现场检查报告 | 保荐人名称：中信证券股份有限公司 被保荐公司简称：新莱福 | | | --- | --- | | （以下简称"中信证券"或"保荐人"） | | | 保荐代表人姓名：李锐 联系电话：010-60837250 | | | 保荐代表人姓名：吴曦 联系电话：010-60837250 | | | 现场检查人员姓名：李锐 | | | 年 月 年 月 日 现场检查对应期间：2024 1 1 日-2024 12 31 | | | 现场检查时间：2025 年 月 日至 年 月 日、2025 年 月 日-2025 4 14 2025 4 18 21 | 4 | | 年 4 月 25 日 | | | 一、现场检查事项 现场检查意见 | | | （一）公司治理 是 否 不适用 | | | 现场检查手段： | | | 查阅了上市公司最新章程、三会议事规则及会议材料，取得上市公司董事、监事、 | | | 高级管理人员名单及其变化情况，取得上市公司关联方清单，查阅关于公司控股 | | | 股东、实际控制人、董事、监事、高级管理人员的信息披露 ...

保荐人提请公司关注未来全球宏观经济环境变化、所属行业市场变化、下游 客户需求变化以及对公司的经营业绩可能带来不利影响的其他因素。公司境外收 入占比较高，考虑到贸易保护主义逐渐抬头的趋势，部分国家可能会在现有贸易 保护政策的基础上，采取进一步加征关税等措施，阻碍全球贸易自由化，那么将 会对公司的经营业绩造成不利影响。建议根据自身实际情况合理调整经营策略， 进一步加强经营管理，防范相关经营风险。对于公司未来业绩波动的情况，公司 应当及时做好相关信息披露工作，及时、充分地揭示相关风险，切实保护投资者 利益。 中信证券股份有限公司（以下简称"保荐人"）作为对贵公司进行持续督导 的保荐人，按照《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》 的有关要求，对贵公司认真履行了持续督导职责。 基于 2024 年度现场检查，本保荐人提请贵公司关注以下事项： 建议公司继续严格按照《公司法》《证券法》《深圳证券交易所股票上市规则》 等法律法规的要求，不断完善公司治理结构，及时履行信息披露义务，合规合理 使用募集资金，有序推进募投项目的建设及实施，确保募投项目完成并实现预期 收益。 中信证券股份有限公司 关于广州新莱福 ...

Core Viewpoint - New Lai Fu (301323) is actively expanding its production capacity and market presence, particularly in the fields of electronic ceramics and functional materials, while also focusing on improving profitability through automation and strategic market expansion [2][4][11]. Production Capacity and Projects - The second phase of the magnetic material project is progressing well, with a total construction area exceeding 110,000 square meters, and partial production expected to commence by mid-2024 [2]. - The company aims to enhance its production capacity and market share through the new facility, which will alleviate space constraints and support the development of new projects [2]. Financial Performance - In Q1 2025, the company reported a main revenue of 207 million yuan, an increase of 8.59% year-on-year, while net profit decreased by 16.05% to approximately 30.47 million yuan [11]. - The overall gross margin stood at 35.17%, indicating a focus on improving profitability despite challenges in certain segments [11]. Product and Market Strategy - The company plans to expand its market presence in 2025 by targeting various sectors, including advertising, radiation protection materials, and electronic ceramics, with a focus on high-value applications [4][5]. - In the MIM (Metal Injection Molding) project, the company is addressing production challenges and aims to achieve profitability by enhancing production efficiency and focusing on high-value clients [3]. Research and Development - The company is committed to maintaining high R&D investment levels, leveraging its strong financial position to drive innovation and product development [7]. - Recent advancements include breakthroughs in infrared absorption materials and transparent radiation protection materials, which are expected to enhance market competitiveness [10]. Competitive Advantages - The company boasts several competitive advantages, including a rich patent portfolio, advanced production automation, and a strong international market presence [9]. - Its focus on green and high-performance materials positions it well to meet increasing global demand for environmentally friendly products [6]. Future Outlook - The company is optimistic about the future of its MIM project and plans to increase R&D and market investments to drive growth [3]. - It aims to expand its international market footprint, particularly in emerging regions, while enhancing its product offerings in established markets [10].

Group 1: Company Performance and Production Capacity - The second phase of the New Life Magnetic Material project is progressing, with a total construction area exceeding 110,000 square meters, and partial production expected to commence by mid-2024 [1] - The company anticipates a 3.48 percentage point increase in gross margin for the electronic ceramic components business in 2024, achieved through production scale effects and automation upgrades [2] - The output of ring-shaped varistors is projected to reach 1.451 billion units in 2024, a year-on-year increase of 13.58%, with unit costs decreasing by 5.13% [2] Group 2: Market Expansion and Strategic Focus - In 2025, the company plans to expand into new markets, focusing on radiation protection materials in Europe, the U.S., and Southeast Asia, aiming to become a global leader in high-performance radiation protection solutions [4] - The company will enhance its market penetration in the electronic ceramic components sector, particularly in high-value applications such as medical and high-end manufacturing [4] - The MIM project is viewed as a strategic growth area, with plans to focus on high-value clients in smart wearables and robotics [3][4] Group 3: Research and Development Investments - The company is committed to maintaining high R&D investment levels, leveraging a strong financial position with low debt and sufficient cash reserves [6] - Future R&D efforts will focus on innovative materials, including high-performance samarium iron nitrogen permanent magnetic powders and transparent radiation protection materials [10] - The company aims to balance R&D investments with short-term profits by optimizing processes and accelerating the conversion of research outcomes into new profit growth points [6] Group 4: Competitive Advantages - The company has established significant competitive advantages through advanced technology, a rich patent portfolio, and automated production platforms that enhance efficiency and reduce costs [8] - It has a leading market share in several core products globally, supported by a strong international presence and a stable talent pool [8][9] - The company’s commitment to green and environmentally friendly products positions it favorably in response to increasing regulatory demands and market trends [5]

Core Viewpoint - New Lai Fu's stock price has fallen below its initial public offering price after a brief recovery, indicating potential market concerns regarding its recent asset acquisition plans and overall financial health [1][2] Group 1: Stock Performance - New Lai Fu's stock closed at 38.69 yuan, down 1.23%, falling below the 39.06 yuan IPO price [1] - The stock had a brief increase of 10.34% on its first trading day after resuming trading, closing at 39.17 yuan [1] Group 2: Recent Announcements - On April 27, New Lai Fu announced plans to issue shares and pay cash to acquire 100% equity of Jin Nan Magnetic Materials, which will become a subsidiary post-transaction [1] - The company plans to raise additional funds by issuing shares to no more than 35 specific investors, in compliance with regulations set by the China Securities Regulatory Commission [1] Group 3: Fundraising Details - New Lai Fu's IPO on June 6, 2023, involved issuing 26,230,723 shares at a price of 39.06 yuan per share, raising a total of 1,024.57 million yuan [2] - The net amount raised after deducting issuance costs was 945.18 million yuan, exceeding the original target by 115.18 million yuan [2] - The funds are intended for various projects, including the construction of a composite functional materials production base and a new rare earth permanent magnet materials production line [2]

Core Viewpoint - New Lai Fu (301323.SZ) announced a plan to acquire 100% equity of Guangzhou Jin Nan Magnetic Materials Co., Ltd. and raise supporting funds, aiming to boost its stock price and performance amid slowing growth since its IPO [2][9]. Group 1: Acquisition Details - The acquisition target, Jin Nan Company, is familiar to investors as it shares the same actual controller, Wang Xiaoming, with New Lai Fu [2][5]. - Jin Nan Company, established in 2009, specializes in the production and sales of motor magnetic strips, absorbing materials, and soft magnetic alloy cores [4]. - New Lai Fu's stock price has been volatile, with a significant drop since its peak post-IPO, leading to a need for strategic changes through this acquisition [9][11]. Group 2: Financial Performance - New Lai Fu's revenue from 2021 to 2024 was 782 million, 715 million, 771 million, and 886 million yuan, with year-on-year growth rates of 30.75%, -8.66%, 7.88%, and 14.94% respectively [9]. - The company's net profit during the same period was 133 million, 128 million, 138 million, and 145 million yuan, showing fluctuations and a slowing growth trend [10]. - Jin Nan Company's projected revenues for 2023 and 2024 are 421 million and 502 million yuan, with net profits of 57.1 million and 83.4 million yuan respectively [8]. Group 3: Market Reaction - On the first day of resuming trading, New Lai Fu's stock rose by 10.34%, closing at 39.17 yuan [3]. - The stock price has been under pressure, remaining close to the issue price, indicating market skepticism about the effectiveness of the acquisition [11][13].

Core Viewpoint - New Lai Fu (301323.SZ) has resumed trading and announced a major asset restructuring plan to acquire 100% equity of Guangzhou Jin Nan Magnetic Materials through a combination of share issuance and cash payment [1][2]. Company Overview - The acquisition is seen as a horizontal integration within the industry, with both companies focusing on magnetic materials but in different segments. Jin Nan Magnetic Materials specializes in rubber-plastic magnets for micro motors, holding a 60% global market share in motor magnetic strips, while New Lai Fu excels in adsorption functional materials and electronic ceramic components [4][5]. Financial Data - For 2024, Jin Nan Magnetic Materials is projected to have a revenue of 502 million yuan and a net profit of 83.41 million yuan, with a net profit margin of 16.63%. New Lai Fu's revenue is expected to be 886 million yuan with a net profit of 145 million yuan. If the merger is completed, New Lai Fu's revenue will increase to 1.386 billion yuan, and net profit will rise to 225 million yuan, with total assets and net assets growing by 33% and 26% respectively [5][10]. Management and Control - The actual controller of both companies, Wang Xiaoming, has raised concerns due to the complex relationship between them. He holds 54% of Shengci Technology, which owns 50% of Jin Nan Magnetic Materials, and has a direct stake of approximately 26.59% in Jin Nan [7][9]. Regulatory Concerns - Regulatory scrutiny has previously been directed at the relationship between the two companies, particularly during New Lai Fu's IPO phase, where questions were raised about potential competition between them. The current acquisition emphasizes their shared industry, raising concerns about the transaction's legitimacy [9]. Financial Pressure - New Lai Fu faces significant financial pressure, with cash reserves dropping from 1.324 billion yuan at the time of its IPO to 283 million yuan, a decrease of 78.6%. The company has a total debt of 154 million yuan, and the source of cash for the acquisition remains unclear, leading to speculation about potential fundraising challenges [10]. Industry Outlook - The demand for magnetic materials is expected to grow significantly, with projections indicating that the global market for magnetic materials will exceed 100 billion USD by 2025, driven by sectors such as industrial automation, new energy vehicles, and robotics. If New Lai Fu can effectively integrate resources, it may position itself among the top players globally [12].

Market Performance - A-shares saw collective gains across the three major indices from April 21 to April 25, with the Shanghai Composite Index closing at 3295.06 points, up 0.56%, the Shenzhen Component Index at 9917.06 points, up 1.38%, and the ChiNext Index at 1947.19 points, up 1.74% [2][3] - Approximately 65% of stocks experienced price increases during the week, with 141 stocks rising over 15% and 48 stocks declining over 15% [2] Sector Performance - The automotive, beauty care, basic chemicals, machinery equipment, and public utilities sectors showed significant gains, while the food and beverage, real estate, coal, social services, and banking sectors experienced declines [2] International Market Overview - The U.S. stock market indices also rose on April 25, with the Dow Jones Industrial Average increasing by 20.10 points to 40113.50 points (up 0.05%), the S&P 500 rising by 40.44 points to 5525.21 points (up 0.74%), and the Nasdaq Composite gaining 216.90 points to 17382.94 points (up 1.26%) [4][5] - European indices also saw gains, with the FTSE 100 closing at 8415.25 points (up 0.09%), the CAC 40 at 7536.26 points (up 0.45%), and the DAX at 22242.45 points (up 0.81%) [4] Commodity Prices - International oil prices increased, with light crude oil futures for June delivery rising by $0.23 to $63.02 per barrel (up 0.37%) and Brent crude oil futures for June delivery increasing by $0.32 to $66.87 per barrel (up 0.48%) [4] Policy Developments - The Ministry of Commerce and other departments announced a reduction in the threshold for departure tax refunds, allowing foreign travelers to apply for refunds on purchases of 200 RMB or more [5] - The State Council approved nuclear power projects, emphasizing the importance of safety and adherence to the highest global standards [6] - A seminar on the development of artificial intelligence terminals was held, focusing on technological innovation and the promotion of AI applications [7][8] Industry Insights - The retail sector, particularly department stores, is expected to benefit from the new departure tax refund policy, which may enhance inbound tourism spending [5] - The nuclear power sector is recognized for its efficiency and low environmental impact, with potential future applications in desalination and hydrogen production [6] - The transportation sector aims to integrate clean energy and promote electric vehicles as the mainstream option by 2035 [9]