Core Viewpoint - The company is a leading global producer of high-performance neodymium-iron-boron permanent magnetic materials, with strong technological capabilities and a comprehensive product line, poised for growth in various downstream applications [1][2]. Industry Overview - The company has been focused on the research, production, and sales of high-performance neodymium-iron-boron permanent magnetic materials for 16 years, holding 127 domestic and international patents centered around grain boundary diffusion technology [1]. - The upstream supply of rare earth materials, essential for neodymium-iron-boron magnets, is concentrated globally, with China being a significant supplier. The production of rare earths in China is managed under a total production control system, with steady annual growth in mining quotas [1][2]. Downstream Applications - The demand for high-performance neodymium-iron-boron magnetic materials is expected to grow significantly across various sectors, with projected 4-year CAGR rates of 29.89% for new energy vehicles, 19.26% for wind power, 15.86% for energy-saving elevators, 8.61% for industrial robots and humanoid robots, and 7.67% for variable frequency air conditioners [2]. - The industry is characterized by high entry barriers and strong customer loyalty, with neodymium-iron-boron magnets offering superior performance advantages over other magnetic materials, leading to increased operational efficiency and energy savings in downstream products [1][2]. Supply Chain and Market Position - The company has established long-term stable partnerships with major rare earth groups, ensuring a reliable supply of raw materials. It possesses six core technologies and a patent system centered on grain boundary technology, which reduces the use of heavy rare earths while maintaining high performance [2]. - The company holds a 28.5% market share in the global high-performance magnetic materials market for new energy vehicles, indicating a strong competitive position [2]. Financial Projections - The company is projected to achieve net profits attributable to shareholders of 587 million, 804 million, and 979 million yuan in 2025, 2026, and 2027, respectively, with corresponding price-to-earnings ratios of 55.7, 40.7, and 33.4 times [2].

Group 1 - The stock of Zhongke Magnetic Materials increased by 8.41% with a turnover rate of 51.79% and a trading volume of 1.401 billion yuan, showing a volatility of 21.50% [2] - Institutional investors net bought 26.90 million yuan, while the total net buying from brokerage seats was 1.9356 million yuan [2] - The stock has appeared on the Dragon and Tiger list 8 times in the past six months, with an average price increase of 3.32% the day after being listed and an average increase of 0.53% over the following five days [3] Group 2 - The main capital flow showed a net outflow of 14.2854 million yuan today, with a significant outflow of 4.8187 million yuan from large orders and 9.4667 million yuan from major orders [3] - The top five brokerage seats on the Dragon and Tiger list had a total transaction amount of 158 million yuan, with a buying amount of 93.26 million yuan and a selling amount of 64.42 million yuan, resulting in a net buying of 28.8361 million yuan [2] - Specific brokerage seats included three institutional special seats, which collectively bought 48.501 million yuan and sold 21.6005 million yuan, leading to a net purchase of 26.90 million yuan [2]

Core Viewpoint - The company plans to invest approximately 424 million yuan in a project to expand the production capacity of sintered neodymium-iron-boron magnets by 5,000 tons annually, which aligns with national industrial policies and trends [1] Group 1 - The subsidiary Zhejiang Dongyang Dongci Rare Earth Co., Ltd. will undertake the investment for the new production project [1] - The total investment for the project is estimated at around 424 million yuan [1] - The project is expected to take 18 months to complete and will be funded through self-owned or raised funds [1] Group 2 - Upon completion, the project will add an annual production capacity of 5,000 tons of sintered neodymium-iron-boron magnets [1] - The expansion is anticipated to enhance the company's scale in the neodymium-iron-boron magnetic material business [1] - The project is in line with relevant national industrial policies and industry development trends [1]

Overview of the Capital Increase - The company plans to increase the capital of its wholly-owned subsidiary, Baotou Tianhe New Materials Technology Co., Ltd., by 90 million RMB, raising its registered capital from 10 million RMB to 100 million RMB [1][2] - The capital increase is intended to meet the current business planning and future development needs of the company [1][2] - The board of directors has approved the capital increase, which does not require submission to the shareholders' meeting for review [1][2] Basic Information of the Target Company - The target company, Baotou Tianhe New Materials Technology Co., Ltd., is a limited liability company established on May 9, 2025, with a registered capital of 10 million RMB [2] - The company is located in Baotou City, Inner Mongolia, and its business scope includes the production and sales of magnetic materials, electronic materials, and various technical services [2] - The company is wholly owned by Baotou Tianhe Magnetic Materials Technology Co., Ltd. [2] Impact on the Listed Company - The capital increase aligns with the company's current business planning and future development needs, and it is not expected to have a significant adverse impact on the company's operations and finances [2]

General Principles - The company aims to improve the management of its subsidiaries to ensure standardized operations and protect shareholders' rights [1][2] - The company defines key terms such as "subsidiary," "controlling subsidiary," and "management of subsidiaries" to clarify governance structures [2] Management Structure - The general manager is responsible for managing subsidiary affairs, including feasibility studies for establishment and termination, and maintaining communication with appointed personnel [3][4] - Various functional departments, such as finance and human resources, are designated to oversee and guide subsidiary operations [3] Establishment Management - Subsidiaries must align with the company's strategic development and enhance resource allocation [6] - The establishment of subsidiaries requires board approval and must include comprehensive documentation for decision-making [4][6] Governance of "Three Meetings" - Subsidiaries are required to establish shareholder meetings, boards of directors, and supervisory boards, with the company participating in these meetings to exercise management and oversight [5][6] Production and Operations Control - Subsidiaries must comply with national laws and align their operational goals with the company's strategic plans [19][20] - Major fixed asset investments by subsidiaries require company approval before execution [22] Financial Supervision and Management - Subsidiaries must adhere to unified financial management regulations and submit regular financial reports to the company [27][28] - The company maintains oversight of subsidiary financial activities, including auditing and budget approvals [28][29] Investment Management - Subsidiaries must report significant changes such as restructuring, mergers, and investments to the company [34] - Investment project decisions require feasibility studies and written reports for company review [35] Human Resources Management - Subsidiaries are expected to follow national labor laws and develop human resource management systems in line with company policies [37][38] - Personnel movements between the company and subsidiaries must be managed by the respective human resources departments [40] Information Disclosure - Subsidiaries must report significant matters to the company in a timely and accurate manner, ensuring compliance with disclosure regulations [42][43]

Core Viewpoint - The company has established a comprehensive system for managing public opinion to effectively respond to various types of media scrutiny and potential negative impacts on its stock price and reputation [1][2]. Group 1: General Principles - The company aims to enhance its ability to handle public opinion and establish a rapid response mechanism to mitigate the effects of negative media coverage and rumors [1]. - Public opinion includes negative or false media reports, rumors that may harm the company, and information that could influence investor behavior and cause stock price fluctuations [1]. Group 2: Organizational Structure and Responsibilities - A public opinion management leadership group has been formed, led by the company's general manager, to oversee the handling of public opinion issues [2]. - The securities affairs department is responsible for managing media information, analyzing significant public opinion, and reporting to the leadership group [2][6]. Group 3: Principles and Measures for Handling Public Opinion - The company emphasizes quick response, coordinated communication, and proactive engagement when addressing public opinion issues [3][4]. - Measures include self-inspection and communication with the Shanghai Stock Exchange when significant public opinion is reported, as well as enhancing investor communication to clarify the company's stance [4][5]. Group 4: Accountability and Confidentiality - Employees and relevant personnel have a confidentiality obligation regarding public opinion information, with penalties for breaches that cause company losses [5]. - The company reserves the right to pursue legal action against media or individuals spreading false information that damages its reputation [5]. Group 5: Implementation and Amendments - The board of directors is responsible for interpreting and revising the public opinion management system, which takes effect upon approval [6].

Group 1 - The company has successfully completed its initial public offering (IPO) by issuing 66.07 million shares at a price of 12.30 RMB per share, raising a total of 812.66 million RMB [1] - The funds raised will be used for specific projects, including a high-performance neodymium-iron-boron production project with a total investment of 944.15 million RMB, of which 818.10 million RMB is planned to be funded by the raised capital [2][3] - The company has pre-invested a total of 185.90 million RMB from its own funds into the projects before the IPO funds were available [3][4] Group 2 - The company has established a special account for the management of the raised funds and signed a tripartite supervision agreement with the sponsor and the bank [2] - The company has adjusted the amount of raised funds allocated to projects due to the actual net amount being lower than initially planned, ensuring that the projects will still be implemented without changing the intended use of funds [2][3] - The total issuance costs amounted to 82.32 million RMB, with 10.20 million RMB paid from self-raised funds, while the remaining costs were deducted from the raised funds [4][6] Group 3 - The independent directors and the accounting firm have confirmed that the use of raised funds to replace pre-invested self-raised funds and paid issuance costs complies with relevant regulations and does not harm shareholder interests [6][7] - The sponsor has verified that the necessary legal procedures were followed, and the replacement of funds occurred within six months of the funds being received [7][8]

Core Viewpoint - The report provides a verification of Baotou Tianhe Magnetic Material Technology Co., Ltd.'s use of raised funds to replace self-raised funds previously invested in projects and to cover issuance expenses, confirming compliance with regulatory requirements [2][3][4]. Group 1: Fundraising Overview - The company successfully raised a total of RMB 730,339,590.00 through the issuance of 66.07 million shares at a price of RMB 12.30 per share, with all funds received by December 26, 2024 [4]. - A special account has been established for the management of the raised funds, ensuring dedicated oversight and compliance with regulations [5]. Group 2: Investment Project Details - The raised funds will be allocated to three main projects: 1. Intelligent transformation of high-performance rare earth permanent magnet material production line 2. Upgrading of the high-performance rare earth permanent magnet material R&D center 3. Industrialization project for producing 3,000 tons of high-performance NdFeB for electric vehicles - The total investment for these projects is RMB 944.15 million, with RMB 818.10 million planned to be funded from the raised capital [5]. Group 3: Fund Replacement and Expenses - As of December 31, 2024, the company has pre-invested a total of RMB 570,255,788.55 from self-raised funds into the projects, with RMB 185,896,872.89 specifically for the high-performance NdFeB industrialization project [6]. - The total issuance expenses amounted to RMB 82,321,410.00 (excluding tax), with RMB 10,195,905.66 paid from self-raised funds [6]. - The company plans to replace the pre-invested self-raised funds and issuance expenses with the raised funds, subject to board approval and verification by registered accountants [6].

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