烟台德邦科技股份有限公司 章 程 二〇二五年八月 目 录 第一章 总则 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为， 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》）和其他有关规定，制订本章程。 第二条 烟台德邦科技股份有限公司系依照《公司法》和其他有关规定成立 的股份有限公司（以下简称"公司"或"本公司"）。公司由烟台德邦科技有限 公司整体变更组织形式、以发起方式设立。有限公司原有股东作为公司发起人。 公司在山东省烟台市市场监督管理局注册登记，并取得营业执照，统一社会信用 代码为"91370600746569906J"。 第三条 公司于2022年7月15日经中国证券监督管理委员会（以下简称"中 国证监会"）同意注册批复，首次向社会公众发行人民币普通股3,556万股，于 第四条 公司注册名称：烟台德邦科技股份有限公司。 公司英文名称：Darbond Technology Co., Ltd. 第五条 公司住所：山东省烟台市经济技术开发区开封路3-3号(C-41小区)。 邮政编码：265618 第六条 公司注册资本为人民币14,224万元。 ...

Core Viewpoint - The article highlights the significant market opportunity for Tean Lithium (Shanghai) New Energy Co., Ltd. in the pre-plated nickel steel strip market, which is currently dominated by foreign manufacturers, and discusses the company's recent funding and product developments [4][5]. Company Overview - Tean Lithium was established in July 2023 in Shanghai and has production facilities in Jiangsu and Shandong [4]. - The company has completed nearly 100 million yuan in Series A financing, with funds allocated for production line enhancement and capacity expansion [4]. Market Context - The global pre-plated nickel steel strip market is primarily monopolized by overseas companies, leading to long procurement cycles and limited global capacity, which is significantly below market demand [3][4]. - Tean Lithium aims to leverage its 30 years of industry experience to capitalize on this market opportunity [5]. Product Development - Tean Lithium's core technology is pre-plated nickel, which offers advantages over traditional nickel plating methods, such as more uniform coating thickness and improved corrosion resistance [4][5]. - The company has initiated a project to produce 15,000 tons of cylindrical battery pre-plated nickel steel strips in 2023, with an expected output of 12,000 tons of related products by the end of the year [5]. Competitive Advantage - Tean Lithium's pre-plated nickel products are comparable in performance to those from leading Japanese and European manufacturers, while offering a cost reduction of approximately 10% [5]. - The pre-plated nickel cylindrical batteries are gaining traction among major automotive companies like Tesla, BMW, and Mercedes-Benz, particularly in the electric vehicle sector [5]. Additional Products - Besides pre-plated nickel products, Tean Lithium has commercialized aerogel insulation films, which are used in electronic devices to address overheating issues [6]. - The company is also supplying electromagnetic shielding materials to Samsung and is developing new composite materials for other clients, including Lenovo and BOE [6].

Core Viewpoint - The article emphasizes the growing importance of polymer electromagnetic composite materials in addressing electromagnetic interference and ensuring the stable operation of electronic devices, particularly in the context of rapid advancements in AI, 5.5G/6G, and other emerging industries [1][4]. Forum Information - The forum will take place on September 11-12, 2025, in Hefei, Anhui, organized by Ningbo Detai Zhongyan Information Technology Co., Ltd. (DT New Materials) [2]. - The conference will be chaired by Qian Xigao, an academician of the Chinese Academy of Engineering [2]. Core Topics - The forum will cover the current status and future trends of electromagnetic composite materials, including high-frequency, high-speed, and high-density interconnect copper-clad board materials [4]. - Discussions will focus on the exploration of polymer composite materials for the 6G era [4]. Research Progress - Advances in polymer-based electromagnetic shielding composite materials, including performance tuning and structural design for various polymers such as PET, epoxy resin, and PEEK [5]. - Research on absorbing composite materials and their performance adjustments, including materials like epoxy resin and PU [5]. - Development of thermal conductive composite materials and low dielectric loss polymers, with a focus on materials like LCP and PTFE [5]. Substrate Materials and Power Devices - Key materials and packaging methods for electromagnetic shielding in advanced electronic packaging [6]. - Processing techniques for electromagnetic composite materials, including fibers, foams, and films [6]. - Applications of new materials such as MOFs and COFs in electromagnetic materials [6]. Emerging Fields - The forum will explore the transformation of the electromagnetic materials industry chain, particularly in relation to AI servers, new energy vehicles, and robotics [8]. - Discussions will include the development of materials for antennas and base stations in the context of 5.5G/6G [10]. Overall Conference Agenda - The event will feature over 100 new materials and technologies, providing a platform for sharing the latest research and innovations in electromagnetic materials [15]. - It will also include specialized activities such as school-enterprise cooperation and technology achievement matching [15]. Related Conferences - The event will coincide with other conferences focusing on engineering plastics, new energy vehicles, and embodied robotics, highlighting the interconnectedness of these industries [16].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) emphasizes enhancing investment value in listed companies and implementing the "Six Merger Guidelines" and major asset restructuring management methods to boost the merger and acquisition (M&A) market [1] Group 1: Policy Initiatives - Various local governments, including Shanghai, Anhui, Tianjin, and Henan, have introduced supportive policies for M&A, aiming to accelerate corporate restructuring and demonstrate a commitment to upgrading industries through M&A [1][2] - Shanghai focuses on integrating resources among leading companies in key sectors such as integrated circuits, biomedicine, and artificial intelligence, while encouraging traditional industries to upgrade through M&A [1] - Anhui promotes M&A in strategic emerging industries to achieve breakthroughs in core technologies and optimize traditional industries for high-end, intelligent, and green transformations [2] Group 2: Industry Focus - Tianjin encourages M&A activities in advantageous industries like green petrochemicals and automotive, as well as emerging sectors such as biomedicine and new materials, to enhance the competitiveness of the industrial chain [2] - Henan leverages M&A to optimize traditional industries and foster emerging sectors, guiding resources towards new productivity areas like artificial intelligence and high-end equipment [2] - Shenzhen is developing a project library for M&A targets in strategic emerging industries, enhancing the integration and matching of M&A projects [3] Group 3: Market Dynamics - The active support from local governments has led to a surge in M&A activities, with notable cases emerging, such as the acquisition of DeYou New Materials by Longyang Electronics, which aims to enhance innovation in electronic materials [3] - The ongoing policy support and market-driven restructuring are facilitating a nationwide transformation towards industrial upgrading through M&A [3]

Investment Rating - The report assigns a "Buy" rating for the company, marking its first coverage [1]. Core Insights - The company is actively positioning itself in the hvlp5 high-frequency copper foil market, benefiting from the rapid development of AI servers, which demand high-performance CCL [4]. - The 3C consumer electronics market is gradually recovering, driving overall sales growth for the company's products, which include electromagnetic shielding materials and insulation materials [5]. - The company has made strategic acquisitions, including a 51% stake in Weisi Dual-Link Technology, to enhance its self-sufficiency in key raw materials and optimize supply chain management [6]. - A planned acquisition of 100% of Deyou New Materials aims to create an integrated solution covering all aspects of electronic components, enhancing the company's product offerings [7]. Financial Projections - Revenue is projected to reach 375 million yuan in 2025, 488 million yuan in 2026, and 635 million yuan in 2027, with corresponding net profits of 109 million yuan, 148 million yuan, and 202 million yuan [8][10]. - The company’s PE ratios for 2025, 2026, and 2027 are estimated at 87, 64, and 47, respectively, indicating a favorable valuation trend [8][10].

Core Viewpoint - The article emphasizes the significance of polymer electromagnetic shielding composite materials in addressing electromagnetic interference and ensuring the stable operation of electronic devices, particularly in the context of rapid advancements in AI, 5.5G/6G, and other emerging industries [1][4]. Forum Information - The forum will take place on September 11-12, 2025, in Hefei, Anhui, organized by Ningbo DT New Materials Technology Co., Ltd. [2] - The conference will be chaired by Qian Xigao, an academician of the Chinese Academy of Engineering [2]. Key Topics - The forum will cover various topics including the current status and future trends of electromagnetic shielding polymer composites, advancements in 5G/5.5G/6G communication, and the application of these materials in advanced electronic packaging [3][4][5][6]. Industry Status and Future Trends - The demand for high-performance, wide-bandwidth, high-temperature resistant, and multifunctional polymer electromagnetic shielding composites is increasing due to the rapid development of integrated and miniaturized electronic devices [1][4]. Research Progress - The article highlights ongoing research in polymer electromagnetic shielding composites, including the use of graphene, carbon nanotubes, and other advanced materials to enhance shielding effectiveness [5][8]. Applications in Communication - The forum will discuss the application of electromagnetic shielding materials in 5G/5.5G/6G base stations, including their use in enclosures, connectors, and circuit breakers [8][9]. Material Involvement - Various materials will be discussed, including PCB substrates, antenna materials, and carbon-based shielding materials, which are critical for the development of advanced electronic devices [12][15]. Overall Conference Agenda - The conference will feature discussions on market analysis, investment opportunities, and the impact of AI on the development of electromagnetic shielding materials [16][14]. Special Activities - The event will include technology roadshows, strategic discussions, and an awards ceremony for innovative materials in the polymer industry [18][21].

Core Viewpoint - Longyang Electronics (Kunshan) Co., Ltd. plans to acquire 70% of Suzhou Deyou New Material Technology Co., Ltd. for a total price of 770 million yuan, with 488 million yuan sourced from the company's raised funds and interest [1][3] Group 1: Acquisition Details - The acquisition will be executed in two steps: first, the company will acquire 70% of Deyou New Material for cash; second, after the performance commitment period, the company will acquire the remaining 30% [3] - Upon completion of the first step, Deyou New Material will become a subsidiary of Longyang Electronics, and after the full acquisition, it will be a wholly-owned subsidiary [3] Group 2: Financial Performance of Deyou New Material - Deyou New Material specializes in the research, production, and sales of composite functional materials, primarily for consumer electronics [4] - Projected revenues for Deyou New Material are 236.36 million yuan in 2023, 418.91 million yuan in 2024, and 73.98 million yuan in early 2025, with net profits of 25.88 million yuan, 93.50 million yuan, and 18.29 million yuan respectively [4] Group 3: Performance Commitments - The seller has committed to a cumulative net profit of no less than 315 million yuan for the first three fiscal years (2025-2027) [4] - For the second phase (2028-2030), the cumulative net profit should also be no less than 315 million yuan, but not exceed the actual net profit achieved in the first phase [5] Group 4: Valuation and Goodwill - The valuation of Deyou New Material shows a significant increase, with a valuation of 1.104 billion yuan for 100% equity, resulting in a 453.32% increase over book value [6] - The transaction will create approximately 579.67 million yuan in goodwill on Longyang Electronics' consolidated balance sheet [7] Group 5: Longyang Electronics' Performance - Longyang Electronics has experienced declining performance since its IPO in October 2022, with revenue and net profit decreasing by 12.11% and 14.58% respectively in 2022, and further declines of 29.51% and 42.7% in 2023 [7] - In 2024, revenue showed a slight increase of 8.51%, but net profit still declined by 15.02% [7]

Group 1: Mergers and Acquisitions Overview - During the period from June 23 to June 28, 2025, four listed companies announced new mergers and acquisitions, including Guotou Zhonglu, Shaoyang Hydraulic, Longyang Electronics, and Jianlong Micro-Nano, covering industries such as agriculture, machinery, electronics, and basic chemicals [1][6][9]. Group 2: Guotou Zhonglu - Guotou Zhonglu specializes in the production and sales of concentrated fruit and vegetable juices, with its main product being concentrated apple juice. The company operates on a B2B sales model and maintains long-term stable relationships with well-known beverage and food companies [1][6]. - The target company for this transaction is China Electronic Engineering Design Institute Co., Ltd., which has a registered capital of 9,242.74508 million yuan and was established on August 27, 1992 [1][6]. Group 3: Shaoyang Hydraulic - Shaoyang Hydraulic focuses on industrial transmission and high-end manufacturing, achieving domestic substitution of hydraulic products through independent research and technological innovation. In 2024, the R&D investment was 16,007,060.18 yuan, accounting for 4.56% of revenue [2][7]. - The company is planning to issue shares and pay cash to acquire a stake in Chongqing Xincheng Hangrui Technology Co., Ltd., which is expected to constitute a major asset restructuring [2][7]. Group 4: Longyang Electronics - Longyang Electronics primarily deals with electromagnetic shielding materials, with stable and significantly growing revenue. The company has a concentrated customer base among high-end brands, ensuring strong order support [2][7]. - The company plans to acquire 100% of Suzhou Deyou New Material Technology Co., Ltd. through cash payment, with funding sourced from part of the raised funds and its own capital [2][7]. Group 5: Jianlong Micro-Nano - Jianlong Micro-Nano is engaged in the research, production, sales, and technical services of molecular sieve adsorbents and catalysts in various fields, including industrial gas separation and renewable resources [3][8]. - The company is planning to acquire at least 51% of Shanghai Hanxing Energy Technology Co., Ltd. through cash payment, aiming to create a closed-loop integration from material research and process design to end services [3][8].

Battery - Jinlongyu Group has signed a procurement order for 100,000 high-energy density solid-state battery cells for drones, with the EC01 series having an energy density of 500Wh/kg [2] - TDK is accelerating the launch of its next-generation silicon-based anode battery, with plans to meet the demands of smartphone manufacturers, including Apple, with shipments expected to start soon [3] - Yihua New Energy has signed a project agreement for solid-state lithium-ion batteries in Pengze, Jiangxi, with an initial investment of 300 million yuan to build four production lines [4] Materials - Sanfu New Materials plans to invest 620 million yuan in a project for high-safety key materials for solid-state/semi-solid lithium batteries and high-frequency electronic information composite materials, with an annual production capacity of 5GWh for key materials [6] Automotive - Volkswagen Group announced that starting in 2026, all its electric vehicle models will transition to a new platform called MEB Plus, fully adopting lower-cost LFP batteries, with the ID.2 model being the first to feature this battery type [8]

Core Viewpoint - The company plans to invest 620 million yuan in the industrialization of high-safety solid-state/semisolid lithium battery materials and high-frequency electronic information composite materials in Jiangxi Province, aiming to enhance production capabilities and meet market demand [1][4]. Group 1: Project Overview - The project will be implemented by subsidiaries Jiangxi Bangyue New Materials Technology Co., Ltd. and Bangxiang (Jiangxi) New Materials Technology Co., Ltd. in the Longnan Economic and Technological Development Zone [1]. - The total investment for the project is estimated at 620 million yuan, with the final amount subject to actual construction costs [1]. - Upon full production, the project is expected to achieve an annual production capacity of 5 GWh for high-safety dry electrode battery key materials and 4.7 million square meters for high-frequency electronic information composite materials [1]. Group 2: Strategic Partnerships and Market Adaptation - The company has established strategic partnerships with some downstream customers and is actively engaged in technology research and development, customer sampling, and certification testing [2]. - The company plans to regularly assess market demand changes and expand its product line to cover diverse needs, implementing a phased capacity release strategy [2]. Group 3: Industry Trends and Material Innovations - The demand for solid-state/semisolid batteries is rapidly increasing due to the growth of the electric vehicle market, positioning these batteries as potential mainstream products in the future [3]. - 3D structured composite copper foil is identified as a key material for upgrading solid-state battery technology, enhancing energy density and cycle stability while reducing internal resistance [3]. - The global market for electromagnetic shielding materials is expanding, driven by advancements in mobile communication technology and the increasing demand for high-performance electronic devices [3]. Group 4: Technological Expertise and Market Positioning - The company focuses on innovation in surface engineering technology, particularly in the metallization treatment of special substrates, and has a strong technical foundation in this area [4]. - The project represents a strategic extension into high-end material manufacturing, leveraging the company's core processes and technological advantages [4]. - The company aims to enhance its product supply capacity and market share through improved industry chain layout and collaboration between material research and equipment manufacturing [5].