北京市中伦（上海）律师事务所 关于济南圣泉集团股份有限公司 售及回购注销部分限制性股票 相关事项的法律意见书 二〇二五年三月 北京市中伦（上海）律师事务所 关于济南圣泉集团股份有限公司 《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了 充分的核查验证，保证本法律意见书所认定的事实真实、准确、完整，所发表的结论性 意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任； 依赖有关政府部门、圣泉集团及相关人员出具的证明文件、说明文件或相关专业机构的 报告发表法律意见； 随其他申报材料一同上报或公开披露，并依法对所出具的法律意见承担相应的法律责任； 法律意见书 回购注销部分限制性股票 相关事项的法律意见书 致：济南圣泉集团股份有限公司（圣泉集团） 根据本所与圣泉集团签署的《律师服务合同》，本所根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 中国证券监督管理委员会（以下简称"中国证监会"）发布的《上市公司股权激励管理 办法》（以下 ...

Group 1: Xiangyuan Cultural Tourism - Xiangyuan Cultural Tourism has successfully created a "cultural IP + tourism + technology" full industry chain layout through asset restructuring and strategic transformation, promoting deep integration and innovation in the cultural tourism industry [2][11] - The company faced challenges in its animation business from 2019 to 2020, resulting in a 45.02% revenue decline in 2020. However, it leveraged its rich animation IP resources to achieve a strategic transformation and enhance profitability, with 2023 revenue reaching 722 million yuan, a year-on-year increase of 55.81% [2][11] - The company has expanded its tourism assets across regions such as "Daxiangxi," "Dahuangshan," "Dachengyu," and "Danangling," forming a national chain of scenic spots and enhancing brand value through diversified offerings [3][11] Group 2: Lexin Technology - Lexin Technology is a small but robust IoT chip design manufacturer with a stable operating team and a concentrated shareholding structure, which enhances team motivation and operational stability [4][11] - The company has established a competitive advantage by developing low-power, high-performance chips based on the open-source RISC-V architecture, which better meets the needs of AI devices at the edge [4][12] - Lexin's ecosystem includes a rich developer community of over 3 million global developers, supporting mainstream IoT applications and creating a platform effect that drives growth [12] Group 3: Tonghua Jinma - Tonghua Jinma has shifted from relying on mergers and acquisitions to innovation-driven high-quality development, focusing on R&D breakthroughs and asset optimization [17][19] - The company is advancing a new drug for Alzheimer's treatment, with a projected peak sales potential of around 7 billion yuan, addressing a significant market need for new therapies [17][19] - The company has a target market capitalization of 22.2 billion yuan, indicating a potential upside of 26% from its current market value, with a "buy" rating assigned [19] Group 4: China Duty Free Group - China Duty Free Group reported a 16.38% decline in revenue for 2024, with net profit down 36.4%, reflecting challenges in the duty-free market [21] - The company is expanding its city duty-free store projects in response to policy changes, aiming to enhance its market presence [21][24] - Despite the challenges, the company is focusing on digital transformation and member engagement to improve customer experience and retention [24]

Financial Performance Forecast - The company expects a net profit attributable to shareholders of 200 million to 215 million yuan for Q1 2025, an increase of 62.62 million to 77.62 million yuan, representing a year-on-year growth of 45.58% to 56.49%[2] - The net profit attributable to shareholders after deducting non-recurring gains and losses is projected to be 183 million to 198 million yuan, an increase of 56.81 million to 71.81 million yuan, reflecting a year-on-year increase of 45.02% to 56.91%[2] - The company achieved a total profit of 172.09 million yuan in the same period last year, with a net profit of 137.38 million yuan attributable to shareholders[3] Operational Developments - The rapid development of AI computing power, high-frequency communication, and semiconductor packaging has significantly increased the demand for high-end materials, leading to a substantial rise in orders for high-value products[5] - The 300 tons/year porous carbon production line was completed and put into operation in Q3 2024, achieving full production and sales, while the 1000 tons/year porous carbon production line was completed in February 2025 and has begun bulk supply[5] - The Daqing production base's 1 million tons/year biomass refining integrated project is operating steadily, with increasing capacity utilization and a reduction in losses during the reporting period[5] Non-Recurring Gains and Risks - The estimated non-recurring gains and losses for the reporting period are around 17 million yuan, which is an increase compared to the same period last year, but does not have a significant impact on the company's performance[5] - The performance forecast data is based on preliminary calculations by the company's finance department and has not been audited by registered accountants[6] - Investors are advised to pay attention to investment risks as the forecast data is preliminary and the accurate financial data will be disclosed in the official Q1 2025 report[7]

Financial Performance - The company's operating revenue for 2024 reached ¥10,019,550,624.20, representing a year-on-year increase of 9.87% compared to ¥9,119,530,536.67 in 2023[26] - The net profit attributable to shareholders for 2024 was ¥867,852,621.19, up 9.94% from ¥789,409,556.87 in 2023[26] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥829,698,283.30, reflecting a 12.69% increase from ¥736,261,396.30 in 2023[26] - The net cash flow from operating activities for 2024 was ¥230,982,413.76, a decrease of 72.85% compared to ¥850,714,858.14 in 2023[26] - The total assets at the end of 2024 amounted to ¥14,733,431,949.34, an increase of 9.49% from ¥13,456,934,935.35 at the end of 2023[26] - The net assets attributable to shareholders at the end of 2024 were ¥10,077,284,400.74, up 10.39% from ¥9,128,455,285.40 at the end of 2023[26] - Basic earnings per share for 2024 were 1.05 RMB, a 2.94% increase from 1.02 RMB in 2023[27] - The diluted earnings per share also stood at 1.05 RMB, consistent with the basic earnings per share[27] - The weighted average return on equity decreased to 8.62%, down 0.35 percentage points from 8.97% in 2023[27] Dividend and Shareholder Returns - The company plans to distribute a cash dividend of ¥5.50 per 10 shares, totaling ¥453,336,142.05, which accounts for 52.24% of the net profit attributable to shareholders[8] - The total amount for cash dividends and share repurchase in 2024 is projected to be ¥924,056,463.38, exceeding the net profit attributable to shareholders by 106.48%[8] - The cumulative cash dividend amount over the last three accounting years was RMB 947,703,261.25, with an average cash dividend ratio of 120.44%[191] Operational Highlights - The company did not face any significant operational risks during the reporting period[11] - There are no non-operating fund occupations by controlling shareholders or related parties[10] - The company reported a net cash flow from operating activities of 657 million RMB in the fourth quarter, a significant recovery from negative cash flow in the first two quarters[29] - The company has established a comprehensive supplier management system, ensuring stable quality and favorable pricing for raw materials through long-term partnerships with major suppliers[66] Research and Development - Research and development expenses increased by 25.80% to 544 million RMB, reflecting a focus on new projects and product development[79] - The company has developed 798 valid patents, including 582 authorized invention patents, indicating strong research and development capabilities[70] - The company is investing in R&D for new technologies, with a budget allocation of 200 million for the upcoming fiscal year[158] - The company has initiated a special research and development plan for ultra-high frequency materials to meet the needs of 6G integrated network construction, with a target to complete client testing by 2025[111] Market and Industry Trends - The global battery materials industry saw a 24% year-on-year increase in lithium-ion battery production, with the company focusing on silicon-carbon and hard carbon anode materials[45] - The lithium-ion battery materials market is anticipated to surpass RMB 1 trillion by 2025, driven by the demand for electric vehicles and energy storage[138] - The global electronic chemicals market is projected to exceed RMB 568 billion by 2029, with China expected to capture a larger share[136] Production and Capacity - The company successfully launched a 300 tons/year porous carbon production line, achieving full production and sales, while a 1,000 tons/year porous carbon production line is expected to be operational by February 2025[38] - The company is expanding its production capacity with plans for a 2,000 tons/year PPO/OPE resin project and a 1,000 tons/year hydrogenated resin project to meet domestic supply needs[44] - The company's production capacity has reached 648,600 tons per year, ranking among the world's top in scale and technology[56] Governance and Compliance - The board of directors is composed in accordance with legal requirements, and independent directors strictly adhere to their responsibilities, ensuring effective governance[154] - The company has established a long-term mechanism to prevent the controlling shareholder and its affiliates from occupying the company's funds and infringing on its interests, with no incidents reported[153] - The company has maintained transparency in information disclosure, ensuring compliance with legal requirements and protecting the rights of investors, especially minority shareholders[154] Risks and Challenges - The company faces risks related to macroeconomic fluctuations and downstream industry demand, which could adversely affect its operating conditions and profitability[144][145] - The company is exposed to raw material price volatility risks, particularly for phenolic and furan resins, which could impact production costs and gross margins[146] - Safety production risks exist due to the handling of hazardous chemicals, which could lead to accidents affecting operations and personnel safety[148] Strategic Initiatives - The company aims to become a global leader in biomass and chemical new materials solutions, focusing on "chemical new materials" and "biomass new materials and new energy" as long-term development directions[141] - The company plans to leverage its strong overseas market sales resources for future product market expansion[75] - The company is considering strategic acquisitions to enhance its product portfolio and market presence[158]

Financial Performance - The company reported a basic earnings per share of 1.0500 yuan for 2024, an increase of 2.94% compared to 1.0200 yuan in 2023 [1] - The net profit for 2024 was 8.68 billion yuan, reflecting a growth of 10.01% from 7.89 billion yuan in 2023 [1] - Operating revenue reached 100.2 billion yuan, up by 9.87% from 91.2 billion yuan in the previous year [1] - The return on equity decreased to 8.62% in 2024 from 8.97% in 2023, a decline of 3.9% [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 23,318.93 million shares, accounting for 29.93% of the circulating shares, which is a decrease of 1,633.92 million shares from the previous period [1] - Notable shareholders include Tang Yilin with 14,048.30 million shares (18.04%) and Wang Fuyin with 1,458.33 million shares (1.87%), both remaining unchanged [2] - The National Social Security Fund's 111th portfolio reduced its holdings by 25.97% to 1,278.81 million shares [2] Dividend Distribution - The company announced a dividend distribution plan of 10 yuan per share (including tax) [3]

Investment Rating - The report does not explicitly provide an investment rating for the industry Core Insights - The low-altitude economy in China is transitioning from pilot projects to commercialization, which may increase the demand for related new energy materials and lightweight materials such as carbon fiber and ultra-high molecular weight polyethylene (UHMWPE) [5][27] - The bromine price has surged by 20.83% this week, reaching 29,000 RMB/ton, with a year-on-year increase of 61.11% [4][11] - Refrigerant prices are maintaining a strong trend, with R134a averaging 46,500 RMB/ton and R32 at 47,000 RMB/ton, reflecting increases of 1.09% and 3.3% respectively [4][10] Summary by Sections 1. Key Industry and Product Tracking - The first operational certificate for civil unmanned aerial vehicles has been issued in China, marking a significant step for the low-altitude economy [3] - Bromine demand is increasing as the downstream market enters a peak season, leading to a tight supply situation and rising prices [4][10] 2. Core Views - The low-altitude economy's development is expected to boost demand for carbon fiber and UHMWPE, with companies like Zhongyi Zhongdeng being noteworthy [5][29] - The fluorochemical sector is experiencing a demand peak for refrigerants, with price and profit margins rising for major products [5] 3. Detailed Sector Tracking - The refrigerant sector continues to show strength, with significant price increases noted for various refrigerants [10] - Carbon fiber prices have stabilized after a decline, with potential demand growth anticipated from new technologies [27][30] 4. Market Performance - The chemical industry index has shown a slight decline, with the basic chemical index down by 0.44% [63] - Specific sub-sectors such as polyester and other chemical raw materials have seen notable gains, while synthetic resins and carbon fiber have experienced declines [68]

Core Viewpoint - Sodium-ion batteries are emerging as a cost-effective alternative to lithium batteries, particularly in large-scale energy storage and as a replacement for lead-acid batteries, with significant market potential [3][5][6]. Group 1: Advantages of Sodium-ion Batteries - Sodium-ion batteries are cheaper and can discharge to 0 without issues, making them suitable for large-scale energy storage [3]. - The energy density of sodium-ion batteries can reach around 160 Wh/kg, significantly higher than lead-acid batteries, which have an energy density of only 30-40 Wh/kg [3]. - The raw materials for sodium-ion batteries are abundant and inexpensive, with sodium resources being 423 times more abundant than lithium [3]. - Sodium-ion batteries have superior safety features, showing no fire or explosion risks during various safety tests [3][4]. Group 2: Market Applications - Sodium-ion batteries are well-suited for applications in A00-A级 vehicles, small power devices (like two-wheelers and forklifts), data center energy storage, and specific consumer battery scenarios [5]. - The market for sodium-ion batteries is expected to grow significantly as they can replace lead-acid batteries in various applications [5][8]. Group 3: Industry Developments - Companies like BYD and CATL are actively developing sodium-ion battery technologies, with BYD achieving a 200Ah cell capacity and over 10,000 cycles [7]. - The second generation of sodium-ion batteries is projected to be launched by 2025, with large-scale production expected by 2027 [7]. - Several listed companies are entering the sodium-ion battery market, including battery manufacturers and material suppliers [9].

安全性方面，液态电池常见液体溶剂与隔膜都是可燃的化学物，固态电池可减少或不使用液态电池的电 解液与隔膜，其使用的固态电解质本身绝缘不具备可燃性。同时，锂枝晶在固态电解质中减慢生长，大 大降低了电池短路和自燃的风险。能量密度方面，液态锂电池电解液在高电压下极易氧化分解，且易与 负极发生反应，固态电池电化学稳定性窗口宽，可搭配更高负载电压，适配三元高镍、硅基等正负极活 性材料，极大提升能量密度上限。 固态电解质为核心材料，四种工艺路线并行发展 国泰君安发布报告称，固态电池行业催化不断，产业化进程加速。长期看，考虑到下游对安全性和能量 体系的不断需求，全固态电池有望逐步实现量产。商业化进程来看，该行认为，短期看，固液混合电池 作为中间形态电池方案工艺门槛更容易突破，有望成为国内率先规模生产的主要路线;长期看，考虑到 下游对安全性和能量体系的不断需求，全固态电池有望逐步实现量产。 国泰君安主要观点如下： 固态电池催化不断，产业化进程加速 24年3月，《通用航空装备创新应用实施方案(2024-2030)》提出推动400Wh/kg级航空锂电池产品投入量 产，实现500Wh/kg级航空锂电池产品应用验证;固态电池需求向空中 ...

以下文章来源于清科沙丘投研院 ，作者清科沙丘投研院 清科沙丘投研院 . 清科创业（1945.HK）旗下高端投资培训品牌，致力于培养拥有全球视野、擅于捕捉中国市场机会、具 有超强实战经验的投资家。 见证企业的下一次跨越式发展！ 当蒸汽机撕碎手工作坊的宁静，电力系统瓦解蒸汽时代的秩序，每一次技术革命都以摧枯拉朽之势 重塑商业版图。 如今，全世界的「聪明人和聪明钱」都大举流向人工智能，又一次技术革命的大幕 已徐徐拉开。我们能看到—— ▷ Deepseek 的神经网络正迅速渗透至金融、医疗和制造领域的核心场景，赋能打破数据孤岛，重 构关键决策节点，创造增量商业形态； ▷ 宇树科技 的机器狗已悄然走向全球，在巡检、救援等场景中完成高难度的真实作业； ▷ 当美国彭博社在报道中指出，"下一个颠覆全球人工智能（AI）产业的DeepSeek 也可能来自中 国。 "； ▷ 另有数据显示，2024年人工智能行业 融资超千亿 ，资本巨头们迅速抢滩…… 商业世界与资本市场的双重验证揭示着残酷一问： 未来，大部分传统企业该何去何从？ —— 是如 阳光下的冰雕一般迅速消融？还是完成驾驭AI的智能跃迁，斩获技术革命沉淀的「认知红利」？ 来沙 ...

第七届起点钠电论坛 暨钠电行业50强排行榜发布会 2025年3月28日·深圳宝安登喜路国际酒店2楼国际厅 1、钠电正极材料、负极材料、电解液、设备等产业链环节全面突破，钠电池电芯 性价比提升超预期，钠电迈向市场应用新征程。 2、钠电在增混电动汽车、低速电动车（两轮、三轮和四轮）、启动电源、工程机 械、储能、高速电摩及电动工具等领域多点开花，商业化应用爆发在即。 3、起点研究院（SPIR）钠电行业竞争力50强排行榜权威发布（覆盖钠电芯、设 备、材料等关键环节），展现行业标杆企业。 4、钠电行业最前沿技术探讨，最精准资源对接，最权威数据发布。 活动组织架构 2 活动名称： 第七届起点钠电论坛暨钠电行业50强排行榜发布会 举办地点： 深圳宝安登喜路国际酒店2楼国际厅 演讲及赞助单位： 中国电子技术标准化研究院 江苏隐功科技有限公司 深圳市科迈罗光电技术有限公司 深圳珈钠能源科技有限公司 活动背景及亮点 1 活动主题： 技术成本突破 市场爆发元年 主办单位： 起点钠电、起点研究院（SPIR） 活动规模： 500+ 举办时间： 2025年3月28日 东阳瑞扬新能源有限公司 国科炭美新材料（湖州）有限公司 合肥皓升新能源 ...