国泰海通证券股份有限公司 关于中仑新材料股份有限公司 首次公开发行前已发行股份上市流通的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐人"）作为中 仑新材料股份有限公司（以下简称"中仑新材"或"公司"）首次公开发行股票 并在创业板上市及持续督导的保荐人，根据《证券发行上市保荐业务管理办法》 《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》《深圳证券交易所上市公司自律监管指 引第 13 号——保荐业务》等法律法规的相关规定，对中仑新材首次公开发行前 已发行股份上市流通事项进行了核查，核查情况及核查意见如下: 一、本次上市流通的限售股类型 中国证券监督管理委员会于 2024 年 1 月 19 日出具《关于同意中仑新材料股 份有限公司首次公开发行股票注册的批复》（证监许可〔2024〕112 号），同意公 司首次公开发行股票的注册申请。公司首次向社会公开发行人民币普通股（A 股） 60,010,000 股，并于 2024 年 6 月 20 日在深圳证券交易所创业板上市交易，发行 完成后总股本为 400,010,000 股，其中无流通限制 ...

Group 1 - Tianyuan Pet announced the acquisition of 89.71% stake in Guangzhou Taotong Technology for approximately 688 million yuan, following a previous purchase of 10% stake for 77 million yuan [1][2] - This acquisition marks the second pet industry company acquired by Tianyuan Pet in the first half of the year, with the first being the B2B supply chain platform "Itpin" [2] - The acquisition aims to enhance the product variety of the listed company and inject a strong e-commerce sales capability, addressing the shortcomings in domestic online channels [2] Group 2 - Taotong Technology is a well-known domestic e-commerce service provider in the food sector, with partnerships including major brands like Mars, Mondelez, Pepsi, and Nestle [2] - Taotong Technology's sales revenue reached 2 billion yuan in 2024, with revenues of 1.609 billion yuan and 2.014 billion yuan for 2023 and 2024 respectively, and net profits of 62.52 million yuan and 69.06 million yuan [2] - The sellers have made performance commitments for Taotong Technology, ensuring net profits of no less than 70 million yuan, 75 million yuan, and 80 million yuan for the years 2025-2027, totaling 225 million yuan over three years [2] Group 3 - Tianyuan Pet's main products include pet home goods, apparel, toys, and living supplies, with a historical focus on overseas OEM, serving clients like Walmart and Amazon [3] - Since 2023, Tianyuan Pet has shifted its sales focus to the domestic market, increasing its domestic revenue share from 45% to 52%, although its e-commerce penetration remains below the industry average [3] - The company has faced challenges with revenue growth not translating into profit, with revenues of 1.887 billion yuan, 2.037 billion yuan, and 2.764 billion yuan from 2022 to 2024, and net profits of 129 million yuan, 76.56 million yuan, and 45.96 million yuan respectively [3]

证券代码：301565 证券简称：中仑新材 公告编号：2025-025 中仑新材料股份有限公司 关于公司为全资三级子公司提供担保的进展公告 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，没有虚假记载、 误导性陈述或重大遗漏。 一、担保情况概述 中仑新材料股份有限公司（以下简称"中仑新材"、"公司"）于 2025 年 4 月 22 日召开了第二届董事会第八次会议、第二届监事会第八次会议，分别审 议通过《关于 2025 年度向金融机构申请综合授信额度及对外担保额度预计的议 案》。根据公司经营发展需要，公司（含子公司，下同）预计 2025 年度向金融 机构申请综合授信总额最高不超过人民币 60 亿元，有效期自董事会审议通过之 日起 12 个月内，授信额度在期限内可循环使用。为保证公司向业务相关方（包 括但不限于银行、金融机构及其他业务合作方）申请银行综合授信或其他经营事 项的顺利开展，公司将根据业务发展及生产经营需要，2025 年度公司及全资子 公司拟为公司全资子公司提供担保额度预计为 9.5 亿元人民币（或等值外币）， 包括新增担保、原有担保的展期或续保、及已审批的仍在有效期内的担保。其中， 新增不超 ...

Group 1: Xinyu Guoke - Xinyu Guoke is rapidly developing in the field of explosive devices, which has become a major economic growth point for the company [1] - The company has won bids for four to five product models, and if these models can be finalized for mass production, it will bring considerable sales revenue [1] - The company has expansion plans, with a new special equipment production line project having obtained land use rights and undergoing internal technological upgrades [1] Group 2: Tianyuan Pet - The domestic pet market in China has seen rapid growth since 2010, with the urban pet (dog and cat) consumption market expected to reach 300.2 billion yuan in 2024, a 7.5% increase from 2023 [2] - The company has established an efficient multi-category product supply chain management system and is expanding production capacity in Vietnam and Cambodia [2] - The company plans to focus on its own brand, develop traditional e-commerce, and explore content e-commerce, with a projected domestic revenue of 1.431 billion yuan and a gross margin of 11.65% in 2024 [2] Group 3: Lianchuang Optoelectronics - Lianchuang Optoelectronics has introduced the progress and future plans of the "Spark One" project, which has entered the operational phase and is expected to complete key construction by 2028-2029 [3] - The company anticipates business development in 2023, focusing on upgrading laser products, expanding overseas, and ensuring delivery [3] - The company detailed the composition and R&D progress of superconducting coils in controlled nuclear fusion, highlighting the technical barriers and innovations in high-temperature superconducting technology [3] Group 4: Company Overview - Dunhe Asset Management Co., Ltd. was established on March 2, 2011, and is a domestic macro private equity fund company focused on investment in domestic and international capital markets [4] - The company has developed a multi-asset allocation strategy, utilizing various tools such as spot, futures, options, and OTC derivatives [4] - Dunhe Asset Management has an asset management scale exceeding 40 billion yuan, ranking among the top in the private equity securities investment fund industry [4]

Core Insights - The pet economy in China has surpassed 500 billion yuan, maintaining over 20% growth for five consecutive years, driven by social changes, evolving consumer attitudes, and technological advancements [1][4]. Group 1: Observations on the Pet Economy - The pet product consumption is experiencing a refined upgrade, with functional cat food and high-end products growing over 50%, and smart pet products expanding at an annual rate of 35% [4][5]. - The pet service sector has developed a dual-layer consumption structure, with basic services like pet grooming seeing a 180% increase in search volume, and pet insurance adoption rates quadrupling over three years [5]. Group 2: Driving Factors Behind Pet Economy Growth - Social changes, such as aging and declining birth rates, have redefined family structures, with pets providing emotional support for lonely individuals [6]. - There is a shift in consumer perception, with younger generations viewing pets as family members, leading to increased spending on pet-related products and services [7]. - Technological innovations, including IoT and AI, are reshaping the pet industry, enhancing efficiency and standardization [8]. Group 3: Challenges and Concerns in the Industry - The pet market faces issues such as fraudulent practices in live pet trading and a lack of standards in pet food, leading to a 120% increase in consumer complaints in 2024 [10]. - Intense competition has emerged due to significant capital influx, resulting in a "price war" among brands, particularly in the pet supplies sector [11]. - Regulatory frameworks are lagging, with a lack of unified standards in emerging areas like pet insurance and veterinary services [12]. Group 4: Future Trends in the Pet Economy - The industry is expected to see a parallel growth in smart and health-focused products, with health-related spending projected to exceed 40% of total pet expenditures [13]. - Professionalization and standardization of services are anticipated, with leading companies enhancing service quality through brand and chain development [14]. - Cross-industry integration is likely to create new business models, such as pet-themed hotels and training courses, expanding the consumption landscape [15]. Group 5: Benefiting Companies - Guobao Pet is projected to generate 5.244 billion yuan in revenue in 2024, leading the domestic pet business sector, with a 34.82% year-on-year increase in Q1 2025 revenue [16]. - Zhongchong Co. is expected to achieve 4.464 billion yuan in revenue in 2024, ranking second, with a 25.41% year-on-year increase in Q1 2025 revenue [16]. - Tianyuan Pet is anticipated to reach 2.764 billion yuan in revenue in 2024, ranking third among domestic pet companies [16]. - Yuanfei Pet, a leading global pet leash manufacturer, has over 90% of its products exported, with a significant portion of high-margin products [17]. - Ruipu Bio is collaborating with veterinary hospitals to enhance its pet medical services, projecting 690 million yuan in revenue for 2024 [17]. - Yiyi Co. is focusing on disposable pet hygiene products, with a projected revenue of 1.798 billion yuan in 2024 [19].

Core Insights - The pet industry in China is experiencing significant growth, driven by market dynamics such as population structure changes, emotional needs, and improved living standards [2][4] - Major pet companies like Zhongchong Co. and Guobao Pet have reported substantial revenue increases for 2024 and Q1 2025, indicating a robust market environment [1][2] - The pet food segment is the largest market within the pet industry, accounting for 52.8% of the total pet consumption market in 2024 [3][4] Company Performance - Zhongchong Co. achieved a revenue of 4.465 billion yuan in 2024, a year-on-year increase of 19.15%, with a net profit of 394 million yuan, up 68.89% [1] - Guobao Pet reported a revenue of 5.245 billion yuan in 2024, a 21.22% increase, and a net profit of 625 million yuan, growing by 45.68% [1] - Petty Co. saw a revenue of 1.659 billion yuan in 2024, a 17.56% increase, but experienced a decline in Q1 2025 with revenues of 329 million yuan, down 14.40% [2] Market Trends - The pet economy in China reached a scale of 592.8 billion yuan in 2023, with projections to grow to 1.15 trillion yuan by 2028 [2] - The demand for pet food is evolving, with consumers increasingly prioritizing quality, safety, and brand reputation [4][6] - The market is witnessing a shift towards premium products, with companies focusing on innovation and differentiation to capture consumer interest [6][7] Industry Dynamics - Domestic pet brands are gaining market share at the expense of foreign companies, with brands like Guobao Pet and Zhongchong Co. increasing their market presence [5] - The competitive landscape is intensifying, with new entrants like Pet&Fresh and established brands like Three Squirrels expanding into the pet food sector [7][8] - Companies are investing in digital transformation and supply chain enhancements to improve operational efficiency and brand competitiveness [5][6]

Investment Rating - The report maintains a "Buy" rating for the industry, particularly recommending stocks like Muyuan, Wens, and New Hope due to their competitive cost structures and potential for excess returns in the pig farming sector [1]. Core Insights - The report highlights a 2% week-on-week decline in live pig prices, with a significant year-on-year increase of 37.9% in the output of 20 listed pig companies in April [2]. - The report indicates that the breeding stock of sows has increased, suggesting a potential for normal profitability in pig farming in 2025, despite entering a downward price cycle [2]. - The report emphasizes the historical low valuations of leading pig farming companies, suggesting that they are well-positioned for recovery [2]. Summary by Sections 1. Market Overview - The agricultural sector index increased by 0.05% in the week of May 12-16, 2025, underperforming compared to the Shanghai Composite Index [14]. - The agricultural sector ranks 7th among 31 sub-industries in terms of performance since the beginning of 2025, with a year-to-date increase of 3.54% [14]. 2. Industry Data 2.1 Primary Agricultural Products - Corn prices are reported at 2374.90 CNY/ton, showing a week-on-week increase of 0.48% but a year-on-year decrease of 1.63% [35]. - Soybean prices remain stable at 3927.89 CNY/ton, with a year-on-year decline of 10.48% [35]. 2.2 Livestock - The average weight of pigs at slaughter remains stable at 129.71 kg, which is higher than the same period in 2023 and 2024 [2]. - The report notes that the output of listed pig companies reached 69.18 million heads in the first four months of 2025, marking a 30.1% year-on-year increase [2]. 3. Company Performance - The report lists the output of major listed pig companies, with Muyuan leading at 30.77 million heads, followed by Wens and New Hope [2]. - The report suggests that the introduction of new products in the pet food sector is driving rapid growth for domestic companies like Zhongchong and Guobao [5]. 4. Global Agricultural Trends - The global corn stock-to-use ratio for 2025/26 is projected to be the lowest since the 2015/16 season, indicating tightening supply conditions [3]. - The report forecasts a decrease in the global soybean stock-to-use ratio, reflecting similar trends in the corn market [3].

广东省广州市天河区珠江新城珠江西路 21 号 粤海金融中心 28 层 邮编：510627 电话：(86-20) 2805-9088 传真：(86-20) 2805-9099 本所经办律师依据本法律意见出具日以前已经发生的事实并基于本所经办律师对 有关事实的了解和对法律、法规的理解发表法律意见。本所经办律师仅就本次股东大会 的召集和召开程序、出席会议人员的资格、本次股东大会的表决程序、表决结果等事项 发表法律意见，不对本次股东大会提案的内容以及提案中所涉事实和数据的真实性、准 确性等问题发表意见。 本法律意见仅供公司为本次股东大会之目的使用，不得用于其他任何目的或用途。 本所同意，公司可以将本法律意见作为公司本次股东大会公告材料，随其他需公告的信 息一起向公众披露，本所依法对其中发表的法律意见承担法律责任。 本所经办律师按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对公司提 供的有关文件和资料进行了核查和验证并对本次股东大会依法见证。在本所经办律师对 公司提供的有关文件进行核查的过程中，本所假设： 1. 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 ...

证券代码：301565 证券简称：中仑新材 公告编号：2025-024 中仑新材料股份有限公司 2024 年年度股东大会决议公告 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，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1. 本次股东大会未出现否决议案。 2. 本次股东大会不涉及变更以往股东大会决议。 一、会议召开和出席情况 2、召开地点：厦门市海沧区翁角路 268-1 号公司会议室 3、召开方式：现场表决与网络投票相结合的方式 4、召集人：中仑新材料股份有限公司（以下简称"公司"）董事会 5、会议主持人：董事长杨清金先生 6、会议召开的合法、合规性：本次会议的召开已经公司第二届董事会第八 次会议审议通过，会议召集、召开及表决程序符合《中华人民共和国公司法》《上 市公司股东会规则》《深圳证券交易所创业板股票上市规则》等有关法律、法规、 部门规章、规范性文件和《公司章程》的有关规定。 7、会议出席情况 1、会议召开时间： （1）现场会议时间：2025 年 5 月 15 日（星期四）14：30 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 5 月 15 ...

Group 1: Production Capacity and Timeline - The company currently has a production capacity of 125,000 tons per year for membrane materials [2] - The first production line of the new energy membrane project is expected to be operational in the second half of 2025, while the second line is projected to start in 2026 [2] - The company plans to invest 2.5 billion CNY in the new energy membrane project, which will be built in phases [2] Group 2: Market Demand and Product Development - The solid-state battery membrane is currently in the early promotion stage, with production scaling expected to increase as market penetration improves [1][4] - The company aims to enhance its core competitiveness in the industry by expanding its product matrix with high-performance materials [2] - The company has established a dynamic capacity scheduling mechanism to respond to the growing demand for high-performance battery materials in the new energy vehicle and energy storage markets [4] Group 3: Strategic Partnerships and Market Position - The company’s PHA lithium battery membrane is currently supplied to major domestic aluminum-plastic film manufacturers, including Zijiang New Materials and Putailai [2] - The company operates three production bases in Xiamen, Quanzhou, and Indonesia, with a total of 13 production lines, making it a global leader in production capacity [3] - Future projects are expected to enhance the company's integrated supply chain advantages, driving cost efficiency and innovation in raw materials [3]