广东华商律师事务所 法律意见书 NA COMMERCIAL LAW FIRM 广东华商律师事务所 关于深圳市骏鼎达新材料股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 深圳市福田区深南大道 4011 号香港中旅大厦 21-26 楼 21-26/F,HKCTS Tower,No.4011,ShenNan Road,ShenZhen,PRC. 电话(Tel): 0086-755-83025555. 传真(Fax): 0086-755-83025068 网址 http://www.huashanglawyer.com 邮政编码(P.C.): 518048 广东华商律师事务所 2、本所已严格履行法定职责，遵循勤勉尽责和诚实信用原则. 对公司本次 法律意见书 广东华商律师事务所 关于深圳市骏鼎达新材料股份有限公司 2024 年年度股东大会的 法律意见书 致:深圳市骏鼎达新材料股份有限公司 广东华商律师事务所(以下简称"本所")接受深圳市骏鼎达新材料股份有 限公司(以下简称"骏鼎达") 委托,就公司召开 2024年年度股东大会(以下 简称"本次股东大会"）的有关事宜,根据《中华人民共和国公司法》(以 ...

Core Viewpoint - Shenzhen Jundingda New Materials Co., Ltd. announced a significant change in the equity structure due to the reduction of shares held by major shareholders, which has implications for the company's ownership and market perception [1][2]. Shareholder Reduction Details - Major shareholders, Shenzhen Hongtu Intelligent Equity Investment Fund and Shenzhen Innovation Investment Group, collectively held 3,499,997 shares, representing 6.25% of the total share capital before the reduction [1]. - As of May 12, 2025, these shareholders reduced their holdings by 141,020 shares, bringing their combined ownership down to 5.9982% [2]. - The reduction was executed in accordance with a previously disclosed plan, which allows for a maximum reduction of 730,000 shares over a three-month period [3]. Compliance and Regulatory Aspects - The reduction in shareholding was reported to be in compliance with relevant regulations, and the shareholders have not violated any laws or regulations regarding shareholding changes [3][4]. - The company confirmed that the reduction will not lead to a change in control and will not significantly impact its ongoing operations [4].

证券代码：301538 证券简称：骏鼎达 公告编号：2025-020 深圳市骏鼎达新材料股份有限公司 关于持股 5%以上股东权益变动超过 1%整数倍的公告 股东深圳市红土智能股权投资基金合伙企业（有限合伙）及其关联方深 圳市创新投资集团有限公司保证向本公司提供的信息内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一 致。 深圳市骏鼎达新材料股份有限公司（以下简称"公司"）于 2025 年 4 月 3 日 披露了《关于持股 5%以上股东减持公司股份的预披露公告》（公告编号： 2025-003），公司股东深圳市红土智能股权投资基金合伙企业（有限合伙）（以 下简称"红土智能"）、深圳市创新投资集团有限公司（以下简称"深创投"） 分别持有公司股份 2,916,663 股、583,334 股，占公司总股本的 5.21%、1.04%， 前述股东合计持有公司股份 3,499,997 股，占公司总股本的 6.25%。其计划自减 持计划公告之日起 15 个交易日后的 3 个月内以集中竞价、大宗交易的方式减持 公司股份不超过 730,000 股（占公司总股 ...

Financial Performance - The company achieved a compound annual growth rate (CAGR) of approximately 25% in operating revenue from 2019 to 2024, with revenues of 2.29 billion yuan in Q1 2025, a year-on-year increase of 39% [2] - Net profit for Q1 2025 was 1.76 billion yuan, reflecting a year-on-year growth of 26.01% [2] - Historical revenue figures from 2013 to 2016 were approximately 48.46 million yuan, 67.18 million yuan, 86.20 million yuan, and 122.04 million yuan, with corresponding net profits of 3.65 million yuan, 7.08 million yuan, 16.25 million yuan, and 28.44 million yuan [3] Market and Product Development - The company’s products are widely used in automotive, communication electronics, engineering machinery, and rail transportation sectors, with a focus on high-performance polymer modified protective materials [6][7] - The company is actively expanding into emerging markets such as aerospace, wind power, photovoltaic, and medical sectors, with a vision to establish itself as a multinational corporation [6][7] - In 2024, revenue from the medical sector was nearly 300 million yuan, indicating growth potential despite being in the cultivation stage [6] Research and Development - As of December 31, 2024, the company had 110 R&D personnel, accounting for 11.5% of total employees, organized into specialized teams [3] - Ongoing R&D projects include the development of high-strength fluoropolymer tubing and high-current soft connection technologies [6][7] - The company emphasizes market-driven R&D, focusing on improving existing products and developing new applications based on market needs [7] Strategic Initiatives - The company plans to enhance production capacity through new projects, including a functional protective materials production facility in Dongguan and a proposed subsidiary in Morocco, with an estimated investment of up to 100 million yuan [5][6] - Approximately 20% of the company's revenue in 2024 came from overseas markets, highlighting its strategy to expand internationally [6] Competitive Landscape - The market for functional protective tubing is competitive, with a mix of multinational corporations and domestic firms, where the latter often lag in technology and product quality [6] - The company aims to maintain its competitive edge through innovation and by extending its supply chain upstream [4][6]

Group 1: Financial Performance - The company achieved a revenue of approximately 864.5 million yuan in 2024, representing a year-on-year growth of 34.3% [29] - The net profit for 2024 was approximately 176 million yuan, with a year-on-year increase of 26.01% [29] - In the first quarter of 2025, the company reported a revenue of approximately 229.3 million yuan, showing a year-on-year growth of 39% [29] Group 2: Gross Margin Trends - The gross margin for 2024 was 42.78%, while it decreased to 39.63% in the first quarter of 2025 [4] - The decline in gross margin is attributed to multiple factors, including production ramp-up from new facilities and changes in product and customer structure [4][20] Group 3: Market Expansion and Product Development - The company is actively expanding into emerging markets such as medical devices and energy storage, with revenue from the medical sector reaching nearly 3 million yuan in 2024 [7] - The company has initiated preliminary business discussions with well-known clients in the low-altitude flying car sector [12][18] Group 4: Production Capacity and Utilization - The company currently has a high capacity utilization rate due to sufficient orders on hand [14] - Ongoing projects include the construction of a new facility in Dongguan for functional protective materials [22] Group 5: Competitive Advantages and Technology - The company has developed core technologies in material formulation and product design, achieving performance metrics that are competitive with foreign manufacturers [15] - The company emphasizes vertical integration in production, which enhances product quality and reduces costs [10] Group 6: Industry Outlook and Challenges - The automotive industry is projected to grow, with global passenger car sales expected to increase in 2024 [12] - The company faces challenges from price competition among electric vehicle manufacturers, which may impact profitability [11]

Financial Performance - The company has achieved a compound annual growth rate (CAGR) of approximately 25% in both revenue and net profit from 2019 to 2024 [2] - In 2024, the company reported a revenue of 8.65 billion yuan, a year-on-year increase of 34.30%, and a net profit of 1.76 billion yuan, up 26.01% [2] - For Q1 2025, the revenue reached 2.29 billion yuan, reflecting a 39.00% year-on-year growth, while net profit was 0.47 billion yuan, a 3.24% increase [2] Pricing and Cost Structure - The pricing strategy is based on customer requirements, procurement scale, and market competition, allowing the company to maintain competitive pricing [3] - The change in gross margin for Q1 2025 was primarily due to increased operating costs, influenced by revenue growth, material cost fluctuations, and production capacity ramp-up from new facilities [3] Market Segmentation and Revenue Sources - In 2024, revenue from the automotive sector was 5.67 billion yuan, accounting for 65.60% of total revenue, with a year-on-year growth of 42.51% [5] - Revenue from the new energy vehicle segment reached 2.6 billion yuan, marking a 72.61% increase [5] - The company is also expanding into emerging markets such as aerospace, wind power, and medical sectors, although current contributions from these areas are minimal [4][5] Operational Capacity and Expansion Plans - The company operates three main production facilities in Dongguan, Jiangmen, and Suzhou, with a total operational area of approximately 11.5 million square meters [3] - Plans for capacity enhancement include new production sites and equipment upgrades, particularly in response to increasing orders [3] - The establishment of a subsidiary in Morocco is underway, with an expected total investment of no more than 100 million yuan [3] Competitive Landscape - The market for functional protective sleeves is fragmented, with competition from multinational corporations and domestic leaders [4] - The company faces challenges from numerous competitors in terms of technology investment, product quality, and variety [4] Financial Management and Costs - In 2024, sales expenses were 61.18 million yuan, a 23.11% increase; management expenses were 57.32 million yuan, up 58.22%; and R&D expenses were 41.60 million yuan, increasing by 42.79% [4] Future Outlook - The company aims to build a world-class brand in high-performance protective materials and is focused on long-term growth without plans for cross-industry mergers [5] - The company is aware of the importance of market management tools and is considering equity incentives based on future evaluations [6]

Financial Performance - From 2019 to 2024, the company's revenue and net profit have shown a steady growth, with a compound annual growth rate (CAGR) of approximately 25% for both metrics [2] - In 2024, the company achieved a revenue of 865 million yuan, representing a year-on-year growth of 34.30%, and a net profit of 176 million yuan, up by 26.01% [2] - For the first quarter of 2025, the company reported a revenue of 229 million yuan, a year-on-year increase of 39.00%, with a net profit of 47 million yuan, growing by 3.24% [2] Cost and Margin Analysis - The change in gross margin for Q1 2025 was primarily due to increased operating costs, influenced by factors such as rising material costs and production ramp-up in new facilities [3] - The functional protective sleeve products accounted for 78.04% of total revenue in 2024, with other products contributing 21.96%, amounting to approximately 190 million yuan [4] Market Expansion and Investment - The company plans to establish a subsidiary in Morocco to serve existing European customers and explore new markets [3] - The Mexican subsidiary began operations in late November 2024, with a focus on quality management and customer engagement [3] - The company is also investing in capacity enhancement projects, including the construction of a new facility in Dongguan and the Moroccan subsidiary [4] Revenue Sources and Client Segmentation - In 2024, revenue from the automotive sector reached 567 million yuan, accounting for 65.60% of total revenue, with a year-on-year growth of 42.51% [4] - Revenue from the new energy vehicle sector grew by 72.61% [4] - The company is actively exploring emerging markets such as aerospace, wind power, and medical sectors, with a focus on precision medical catheter design and assembly [5] International Sales and Future Outlook - In 2024, the company's overseas sales revenue was approximately 172 million yuan, with the U.S. market contributing about 50 million yuan, representing 5.91% of total revenue [5] - The company is considering establishing sales and production facilities in Southeast Asia to enhance its global market presence [5] Shareholder Engagement and Future Plans - The company has developed a three-year dividend return plan for shareholders, emphasizing the importance of reasonable investment returns [6] - The top five customers accounted for 32.23% of total sales in 2024, an increase from 26.44% in 2023 [6]

中信建投证券股份有限公司 关于深圳市骏鼎达新材料股份有限公司 2024 年度定期现场检查报告 | 被保荐公司简称：骏鼎达 | | | | 保荐人名称：中信建投证券股份有限公 | | | --- | --- | --- | --- | --- | --- | | 司 | | | | | | | 保荐代表人姓名：艾立伟 联系电话：020-81286902 | | | | | | | 保荐代表人姓名：温杰 联系电话：020-38381288 | | | | | | | 现场检查人员姓名：艾立伟、陈俊道 | | | | | | | 现场检查对应期间：2024 年度 | | | | | | | 现场检查时间：2025 年 月 日-4 月 4 7 11 | 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：查阅公司章程、内部控制制度、公司"三会"议事规则及报告期 | | | | | | | 内的会议资料、公司股东名册；访谈公司部分董事及高级管理人员 | | | | | | | 1.公司章程和公司治理制度是否完备 ...

| | | | 一、审计报告…………………………………………………………第 | 1—5 页 | | --- | --- | | 二、财务报表…………………………………………………………第 | 6—13 页 | | （一）合并资产负债表………………………………………………第 | 6 页 | | （二）母公司资产负债表……………………………………………第 | 7 页 | | （三）合并利润表……………………………………………………第 | 8 页 | | （四）母公司利润表…………………………………………………第 | 9 页 | | （五）合并现金流量表……………………………………………第 | 10 页 | | （六）母公司现金流量表…………………………………………第 | 11 页 | | （七）合并所有者权益变动表……………………………………第 | 12 页 | | （八）母公司所有者权益变动表…………………………………第 | 13 页 | | 三、财务报表附注…………………………………………………第 | 14—85 页 | | 四、附件…………………………………………………………… 第 | 86—89 页 | ...

一、投资情况概述 （一）外汇套期保值业务 1、投资目的 中信建投证券股份有限公司 关于深圳市骏鼎达新材料股份有限公司 拟开展套期保值业务的核查意见 中信建投证券股份有限公司（以下简称"中信建投证券"或"保荐机构"） 作为深圳市骏鼎达新材料股份有限公司（以下简称"骏鼎达"或"公司"）首次 公开发行股票并在创业板上市的保荐机构。根据《证券发行上市保荐业务管理办 法》《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》《深圳证 券交易所创业板股票上市规则》《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》等有关规定，对骏鼎达拟开展套期保值业务的 事项进行了核查，具体情况如下： 公司及子公司具有一定的海外业务和资产负债，在人民币汇率双向波动及利 率市场化的金融市场环境下，为有效规避和防范汇率大幅波动对公司经营造成的 不利影响，控制外汇风险，增强财务稳健性，公司及子公司拟与经有关政府部门 批准、具有外汇套期保值业务经营资质的银行等金融机构开展外汇套期保值业务。 2、交易金额 根据公司资产规模及业务需求情况，公司及子公司预计任一交易日持有的最 高合约价值为 2 亿人民币或等值外币（美元、 ...