北京大成（宁波）律师事务所 关 于 宁波德业科技股份有限公司 2025 年第二次临时股东大会的 法 律 意 见 书 www.dentons.cn 浙江省宁波市和济街 180 号国际金融中心 E 座 17-18 楼 315040 电话 +86 574 8732 6088 传真 +86 574 8789 3911 二〇二五年十一月 宁波德业科技股份有限公司2025年第二次临时股东大会 北京大成（宁波）律师事务所 关于宁波德业科技股份有限公司 2025 年第二次临时股东大会的法律意见书 致：宁波德业科技股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民共和 国公司法》（以下简称"《公司法》"）和中国证券监督管理委员会《上市公司股 东会规则》（以下简称"《股东会规则》"）等法律、法规和其他有关规范性文件 的要求，北京大成（宁波）律师事务所（以下简称"本所"）接受宁波德业科技股 份有限公司（以下简称"公司"）的委托，指派律师参加公司 2025 年第二次临时 股东大会（以下简称"本次股东大会"）。 本所声明：本所律师仅对本次股东大会的召集程序、召开程序、出席会议人 员资格、召集人资格、表决程 ...

Group 1 - The company announced plans to issue overseas shares (H-shares) and list on the Hong Kong Stock Exchange to enhance its global development strategy and brand influence [1][3] - The company is in discussions with intermediaries regarding the specifics of the H-share listing, with no changes expected in the controlling shareholder or actual controller [3] - The company reported a revenue of 8.846 billion yuan, a year-on-year increase of 10.36%, and a net profit of 2.347 billion yuan, a year-on-year increase of 4.79% for the first three quarters of 2025 [3] Group 2 - The company disclosed changes in the use of raised funds, terminating the "annual production of 25.5GW string and storage inverter production line" project and introducing a new "annual production of 7GWh industrial storage production line" project [4] - Approximately 651 million yuan of unused raised funds will be redirected to the new project, with any funding shortfall to be addressed through self-funding or other means [4] - The changes in fundraising projects do not constitute related party transactions or significant asset restructuring as defined by regulations [4]

Core Viewpoint - The lithium battery materials sector is experiencing a comprehensive price increase, which is expected to significantly enhance the profitability of related companies [2] Group 1: Lithium Battery Materials Price Increases - As of November 13, the average price of lithium hexafluorophosphate is 131,000 yuan/ton, up approximately 110% from early October, with a peak price exceeding 142,000 yuan/ton [2] - The average price of electrolyte is 25,700 yuan/ton, having increased by 7,000 yuan/ton (40%) since early October, with a maximum price of 29,000 yuan/ton [2] - The average price of VC additive is 87,500 yuan/ton, reflecting a cumulative increase of 41,000 yuan/ton (about 90%) since early October [2] - The average price of lithium iron phosphate is 36,900 yuan/ton, up 3,300 yuan/ton (about 10%) since early October [2] - The average price of wet-process separators is 0.78 yuan/sq.m, having risen by 0.03 yuan/sq.m (about 5%) since early October [2] Group 2: Energy Storage System Demand - The cumulative bidding scale for domestic energy storage systems reached 166.3 GWh from January to October, representing a year-on-year increase of approximately 172% [3] - The average price of 4-hour energy storage systems is 0.52 yuan/Wh, which has increased by 0.06 yuan/Wh month-on-month [3] - New energy storage installations totaled 85.5 GWh from January to October, showing a year-on-year growth of 71% [3] - The total scale of newly registered energy storage projects in October exceeded 128.9 GWh, marking a year-on-year increase of 224% [3] Group 3: AI Data Center Capital Expenditure - Major internet companies are increasing capital expenditures to meet the explosive demand from AI and cloud computing, with Google raising its 2025 capital expenditure guidance to between 91 billion and 93 billion USD, and Meta increasing it to between 70 billion and 72 billion USD [4] - OpenAI plans to launch the "Stargate" data center in 2026, with a planned capacity exceeding 8 GW and an expected investment of over 450 billion USD in the next three years [4] Group 4: Smart Meter Price Recovery - The third round of bidding for smart meters by the State Grid has seen a significant price rebound due to new specifications and changes in pricing standards [5] - The recovery in smart meter prices is expected to improve the profitability and performance elasticity of related companies in the meter industry [5] Group 5: Investment Recommendations - Companies to focus on include leading firms in the lithium battery industry such as CATL, Yiwei Lithium Energy, and others [2] - In the energy storage sector, key companies include Sungrow Power Supply, Yiwei Lithium Energy, and others [3] - For AI data center-related investments, companies like Jinpan Technology and others are recommended [4] - In the smart meter sector, companies such as Haixing Electric and others are highlighted [5]

光伏ETF基金紧密跟踪中证光伏产业指数，中证光伏产业指数从主营业务涉及光伏产业链上、中、下游的上市公司证券中，选取不超过50只最具代表性的上 市公司证券作为指数样本，以反映光伏产业上市公司证券的整体表现。 | 股票代码 | 股票简称 | 涨跌幅 | 权重 | | --- | --- | --- | --- | | 300274 | 阳光电源 | 1.10% | 17.58% | | 601012 | 隆基绿能 | 0.75% | 8.38% | | 600089 | 特变电工 | -3.05% | 7.31% | | 000100 | TCL科技 | 0.00% | 7.29% | | 600438 | 通威股份 | 1.01% | 4.91% | | 601877 | 正泰电器 | -1.75% | 2.68% | | 300316 | 晶盛机电 | 1.95% | 2.43% | | 605117 | 德业股份 | 0.19% | 2.42% | | 002129 | TCL中环 | 3.99% | 2.38% | | 300724 | 捷佳伟创 | -1.21% | 2.26% | 抵制低价"内卷"，多 ...

Group 1 - The Ministry of Commerce of China expressed hope for the Netherlands to show genuine cooperation regarding the ASML semiconductor issue and to propose substantive solutions quickly [1] - The People's Bank of China reported that as of the end of October, the broad money supply (M2) was 335.13 trillion yuan, a year-on-year increase of 8.2% [1] - The Financial Regulatory Administration is set to release a revised "Commercial Bank M&A Loan Management Measures" to support mergers and acquisitions, particularly for technology enterprises [1] - The Ministry of Industry and Information Technology announced that 6G standardization research has fully commenced this year, with over 300 key technologies reserved [1] - The Ministry of Water Resources reported that from January to October, water conservancy construction investment reached 1,009.47 billion yuan, creating 2.484 million jobs [1] - The Ministry of Agriculture and Rural Affairs indicated that the national seed supply guarantee rate has reached 80%, an increase of 10 percentage points since 2020 [1] - The Shanghai Stock Exchange reported that 592 companies on the Sci-Tech Innovation Board achieved a total operating income of 1,105.01 billion yuan in the first three quarters, with a year-on-year growth of 7.9% [1] Group 2 - Starbucks Workers United announced that employees across the U.S. have officially begun a strike, starting with 65 stores, aiming to be the largest and longest strike in Starbucks history [2] - Semiconductor company SMIC expects its fourth-quarter revenue to remain flat or increase by 2% compared to the previous quarter, with a gross margin between 18% and 20% [3] - Canadian solar company Canadian Solar's controlling shareholder anticipates total revenue of 1.3 to 1.5 billion U.S. dollars for the fourth quarter [3] - Derun Group is planning to issue H-shares and list on the Hong Kong Stock Exchange [3] - Lide Man plans to acquire 70% of Xiansheng Xiangrui for 1.733 billion yuan [3] - Haige Communication's wholly-owned subsidiary intends to increase capital and introduce strategic investors [3]

Group 1 - China Gold responded to a compensation claim after a child tried on a gold bracelet for 10 seconds, stating that relevant departments are handling the matter and will provide a satisfactory response to consumers [3][4] - The incident involved a demand for 1000 yuan compensation for alleged deformation of the bracelet, which the police indicated should have been communicated to the customer beforehand [4] - The police suggested reviewing surveillance footage to clarify the situation, but the store staff refused to provide it [4] Group 2 - Olympic diving champion Quan Hongchan donated her entire live-streaming income of 43,598.6 yuan to rural children after a live broadcast that attracted over 100,000 viewers [5] - The live stream lasted about one hour, during which she encouraged viewers to pay attention to other events in the National Games [5] Group 3 - Alibaba has secretly launched the "Qianwen" project to develop a personal AI assistant app, aiming to compete with ChatGPT and leveraging its Qwen model [6] - This initiative is part of Alibaba's broader AI strategy, which includes significant investments in AI infrastructure [6] Group 4 - Three squirrels' corporate culture has sparked debate, with some consumers finding the "mouse names" for employees cute, while others criticize the term "return mouse" as insensitive [7] - The company acknowledged the concerns and stated that the "return mouse" name does not carry the negative connotation perceived by some consumers [7] Group 5 - Chery Automobile issued an apology following an incident during a vehicle testing event that resulted in damage to safety barriers [7] - The company is facing multiple legal disputes, including contract disputes [7] Group 6 - Tesla announced a recall of approximately 10,500 Powerwall 2 battery systems in the U.S. due to overheating risks [20] - The recall was initiated after receiving 22 reports of overheating, which could lead to serious injury or death [20] Group 7 - Evergrande Auto announced that a court has accepted a bankruptcy and liquidation petition from creditors regarding one of its subsidiaries [21] - The subsidiary is responsible for the production facilities of smart mobility products, which have been suspended since January 2024 [21] Group 8 - Bilibili reported a total revenue of 7.69 billion yuan for the third quarter, a year-on-year increase of 5% [28] - The company achieved a net profit of 790 million yuan, a significant increase of 233% compared to the previous year [28] Group 9 - Tencent's third-quarter revenue reached 192.87 billion yuan, marking a 15% year-on-year growth [29] - The company reported a net profit of 63.13 billion yuan, up 19% from the previous year, with all major business segments showing double-digit growth [29] Group 10 - JD Group's third-quarter revenue was 299.1 billion yuan, reflecting a year-on-year increase of 14.9% [30] - The company reported a net profit of 5.3 billion yuan, down from 11.7 billion yuan in the same period last year [30] Group 11 - China Gold International reported a net profit of 14.23 million USD for the third quarter, a significant increase from 2.79 million USD in the same period last year [31] - The company's sales revenue rose by 36% to 345 million USD compared to the previous year [31]

Group 1 - Lideman plans to acquire 70% of Xiansheng Xiangrui for 1.733 billion yuan, entering the biopharmaceutical industry [1] - The acquisition will allow Lideman to quickly penetrate a high-barrier industry, reducing risks associated with product development and market entry [2] - Xiansheng Xiangrui specializes in biopharmaceuticals, focusing on tuberculosis screening and diagnostics [2] Group 2 - SMIC reported a 41.1% year-on-year increase in net profit for the first three quarters, with revenue reaching 49.51 billion yuan [3] - In Q3, SMIC achieved a revenue of 17.16 billion yuan, a 9.99% increase year-on-year, and a net profit of 1.52 billion yuan, up 43.1% [3] Group 3 - Huablu Group is planning a change in control and has suspended trading from November 14 [4] - The change in control is under negotiation, with specific details pending agreement among involved parties [4] Group 4 - ST Dongyi's stock has seen a significant increase of 241.59% since late September, leading to a trading suspension for investigation [5] - The company has experienced multiple instances of abnormal stock price fluctuations, prompting regulatory scrutiny [5] Group 5 - Kanda New Materials has terminated its acquisition of Beiyi Semiconductor due to delays in due diligence and lack of consensus among parties [6] - Haige Communication plans to raise up to 800 million yuan through a public offering to attract strategic investors [7] Group 6 - Ji Electric plans to invest 5.698 billion yuan in a new coal power project with a capacity of 2×66 MW [9] - The project will include advanced environmental controls and is aligned with national energy upgrade initiatives [9] Group 7 - Artis expects Q4 revenue between 1.3 billion to 1.5 billion USD, with a gross margin of 14% to 16% [11] - The company has a backlog of contracts worth 3.1 billion USD as of October 31 [11] Group 8 - China Pacific Insurance reported a 9.9% increase in premium income for its life insurance segment, totaling 241.32 billion yuan [12] - The property insurance segment saw a 0.4% increase in premium income, reaching 173.57 billion yuan [12]

Group 1: Company Performance - SMIC reported a revenue of 17.162 billion yuan in Q3 2025, a year-on-year increase of 9.9%, with a net profit of 1.51 billion yuan, up 43.1% year-on-year. For the first three quarters, revenue reached 49.51 billion yuan, growing 18.2%, and net profit was 3.81 billion yuan, an increase of 41.1% year-on-year [1] - BoRui Pharma's BGM1812 injection has received clinical trial approval for weight loss indications, with no similar targeted formulations approved globally [2] - Li Zhong Group's subsidiaries received project confirmations for aluminum alloy wheels from major international automotive manufacturers, with expected total sales of approximately 1.135 billion yuan [4] Group 2: Corporate Actions - Kanda New Materials announced the termination of the acquisition of equity in North One Semiconductor due to unmet progress expectations and lack of consensus among parties [3] - Lide Man plans to acquire 70% of Xiansheng Xiangrui for 1.733 billion yuan, aiming to enter the bioproducts industry [9] - Arctech's controlling shareholder CSIQ expects total revenue of 1.3 to 1.5 billion USD in Q4 2025, with a gross margin of 14% to 16% [6] Group 3: Market Activity - Taihe Technology's VC project phase two construction will be adjusted based on phase one market expansion, indicating some uncertainty [5] - Hezhong China has experienced significant stock price fluctuations, with a cumulative increase of 230.84% over 12 out of 13 trading days, leading to potential application for trading suspension if abnormal price increases continue [7][8]

Company Announcements - 合富中国's stock price has significantly deviated from its fundamentals, with a cumulative increase of 230.84% over the past 13 trading days, leading to potential suspension for further investigation if abnormal price increases continue [1] - 摩尔线程 plans to conduct its initial public offering with a total of 70 million shares, representing 14.89% of the post-issue total share capital, with the initial inquiry date set for November 19 and subscription date for November 24 [2] - *ST东易's stock has risen by 241.59% since September 26, prompting a suspension for investigation starting November 14 [2] - 华蓝集团 is planning a change in company control, leading to a suspension of its stock from November 14 for up to 2 trading days [4] - 吉电股份 intends to invest 5.698 billion yuan in a coal power project with a total investment of 56.98 billion yuan, which is part of a national energy strategy [6] - 利德曼 plans to acquire 70% of 先声祥瑞 for 1.733 billion yuan, aiming to enter the bioproducts industry [6] - 佛塑科技 is collaborating with 紫金矿业 to establish a project company for a lithium sulfide pilot project with a total investment of 1.13 billion yuan [7] - 中芯国际 reported a 43% year-on-year increase in net profit for Q3, driven by increased wafer sales [8] Financing and Investments - 云南铜业 plans to increase its investment in 中铜国贸 by 640 million yuan to enhance its capital strength [11] - 德业股份 is preparing to issue H-shares and list on the Hong Kong Stock Exchange to expand its global presence [20] Shareholder Changes - 闽发铝业's second-largest shareholder, 黄天火, has reduced his stake by 938.15 million shares, representing 0.9995% of the total share capital [3] - 长联科技's shareholders plan to collectively reduce their holdings by up to 4.37% [14] Project Awards - 和顺电气 has been awarded a storage power supply service project by 中国石油集团, with a bid amount of approximately 40.003 million yuan [18] - 安徽建工's subsidiary has won two EPC projects with a total bid amount of 1.753 billion yuan [19]

Core Points - The A-share market index (Shanghai Composite Index) has reached 4026.52 points, marking a new high in nearly a decade, driven by multiple factors including policies, funding, and industry dynamics [2][4] - Over the past decade, the "Ningbo Legion" has consistently performed well in terms of both the quantity and quality of IPOs, maintaining a leading position nationally [3][6] - Ningbo's A-share IPOs have been closely aligned with the overall market trends, with significant milestones achieved in 2017 and 2020 [4][6] IPO Market Dynamics - The A-share IPO process can be divided into three phases over the last decade: recovery (2013-2018), prosperity (2019-2022), and tightening (2023 onwards) [4] - Ningbo has seen a total of 123 A-share IPOs, ranking in the top ten cities in China for both the number of IPOs and total market capitalization, which stands at 1.62 trillion yuan [6][19] - The manufacturing sector remains a strong foundation for Ningbo's IPOs, with 63 companies listed on the Shanghai Stock Exchange and 17 on the Shenzhen Stock Exchange [9][11] Regional Distribution and Growth - The distribution of listed companies in Ningbo has evolved, with the top regions now being Yinzhou and Beilun, while Yuyao has emerged as a significant player [12][14] - Yinzhou continues to lead in terms of market capitalization, with notable companies like Ningbo Bank and Ningbo Port contributing significantly [14] - The growth of IPOs in Beilun, Yuyao, and Cixi has been remarkable, with each region seeing substantial increases in both the number of companies and total market value [14][16] Industry Focus and Future Outlook - Beilun has focused on new energy vehicles and robotics, while Yuyao has developed strengths in automotive parts and integrated circuits [16][19] - Despite the growth, many Ningbo-listed companies remain relatively small, with only five companies exceeding 50 billion yuan in market capitalization [19] - There are currently 51 companies in Ningbo preparing for IPOs, indicating a potential for further economic vitality through capital market engagement [19]