Huatai United Securities Co., Ltd
About Ningbo Ronbay New Energy Technology Co., Ltd
In 2025, the company and its subsidiaries will apply for a comprehensive credit line and provide guarantees
of the verification opinion
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "Sponsor") as the sponsor of Ningbo Ronbay New Energy Technology Co., Ltd. (hereinafter referred to as "Ronbay Technology" or "the Company") in the issuance of A-shares to specific targets, in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation. The departmental rules and business rules have carefully and prudently verified the application for comprehensive credit line and guarantee by the company and its subsidiaries in 2025, and the verification situation is as follows:
1. An overview of the application for a comprehensive credit line and the provision of guarantees in 2025
In view of the further expansion of the Company's business scale and the corresponding increase in capital demand, in order to better support production, operation and business development, the Company and its subsidiaries plan to apply for a comprehensive credit line of no more than RMB 25.5 billion from banks and other financial institutions in 2025.
Within the scope of the comprehensive credit line, we handle working capital loans, fixed asset loans, project loans, bank acceptance bills, letters of credit, letters of guarantee, trade financing, financial leasing, financial derivatives and other related businesses. The above credit line is not equal to the actual financing amount of the company, and the estimated amount is within the total credit line, which is subject to the actual amount incurred by the company, its subsidiaries and financial institutions. During the credit period, the credit line can be recycled.
The board of directors authorizes the legal representative of the company or its authorized agent to sign contracts, agreements, vouchers and other legal documents related to credit (including but not limited to credit, loans, acceptance bills, discounts, letters of credit, bills of exchange, letters of guarantee, agency payment, factoring, financial derivatives, etc.) and go through relevant formalities on behalf of the company within the above-mentioned credit line.
In order to meet the needs of operation and development and improve the efficiency of the Company's decision-making, the Company and its subsidiaries intend to provide the total amount of credit to financial institutions and other financing, performance and other businesses of the subsidiaries within the scope of the consolidated statements not exceeding the People
The guarantee amount of RMB 23.5 billion includes the types of guarantees stipulated by relevant laws and regulations such as guarantees, mortgages, pledges, etc., and the specific guarantee period shall be subject to the signed guarantee contract. The estimated amount of guarantee is distributed as follows:
Unit: 100 million yuan
The secured party provides the amount of the guarantee
Hubei Rongbai Lithium Battery Materials Co., Ltd. 95
Guizhou Rongbai Lithium Battery Materials Co., Ltd. 75
JAESE Energy Co., Ltd. 25
Ronbay Korea New Energy Materials Co., Ltd 10
Energy Material Technology Co., Ltd. 4
JS Energy Europe Sp. z o. o 7
Xiantao Rongbai Lithium Battery Materials Co., Ltd. 10
Ningbo Rongbai Lithium Trading Co., Ltd. 5
Tianjin Ronbays Coland Technology Co., Ltd. 4
Total 235
Note: The above-mentioned guarantee amount can be transferred between subsidiaries within the scope of the consolidated statements (including subsidiaries newly established or included in the scope of the consolidated statements during the authorization period).
The above-mentioned application for a comprehensive credit line and the provision of guarantee are valid from the date of deliberation and approval of this matter at the 2024 Annual General Meeting of Shareholders to the date of the 2025 Annual General Meeting of Shareholders.
The board of directors of the company shall propose to the general meeting of shareholders to authorize the board of directors of the company, and the board of directors of the company shall authorize the management of the company to fully handle the signing of the text of the above-mentioned comprehensive credit line and the matters involved in the guarantee, as well as perform the approval and filing procedures of the relevant regulatory authorities and all other related matters.
2. Basic information of the guarantor
(1) Hubei Rongbai Lithium Battery Materials Co., Ltd
Unit: 10,000 yuan
Company name: Hubei Rongbai Lithium Battery Materials Co., Ltd
Legal representative: Liu Xianglie
Residence: East side of Chuangye Avenue, Gedian Development Zone, Ezhou City, Hubei Province (in BAK Industrial Park)
General projects: R&D, processing and sales of lithium-ion battery materials, lithium batteries and accessories; Sodium ion
production, operation and research and development of sub-battery materials and new electronic materials, as well as technical consultation; Access
Business Scope Export trade (operating with import and export enterprise qualification certificate) (except for licensed business, can be independently operated in accordance with the law.)
Items that are not prohibited or restricted by laws and regulations); Hazardous chemicals management (subject to approval in accordance with the law
The project can only be carried out after being approved by the relevant departments, and the specific business projects are subject to the relevant departments
Approval documents or permits shall prevail)
Sponsored and listed
The Company's affiliation is a wholly-owned subsidiary of the Company
or other relationships
Affect the compensation of the guarantor
Significant or non-existent solvency
There is a matter
Project 2024 / 2024 12 2023 / December 31, 2023
May 31st
Total assets 1,121,574.63 865,830.25
Key financial data (10,000 Total liabilities 894,539.26 656,238.71
RMB) Net assets 227,035.37 209,591.54
Operating income 574,366.56 614,819.53
Net profit 51,311.21 79,335.91
Note: The above financial data have been audited by Tianjian Certified Public Accountants (Special General Partnership).
(2) Guizhou Rongbai Lithium Battery Materials Co., Ltd
Unit: 10,000 yuan
Company name: Guizhou Rongbai Lithium Battery Materials Co., Ltd
Legal representative: Zhang Huiqing
Residence: Qingganglang, Automobile Trade Avenue, Honghuagang District, Zunyi City, Guizhou Province
Laws, regulations, and decisions of the State Council prohibit business operations; Laws, regulations, and decisions of the State Council
If it is stipulated that a permit (examination and approval) shall be permitted, it shall be approved by the examination and approval authority on the basis of the permit (examination and approval) document
Battalion; Where laws, regulations, or decisions of the State Council provide that no permits (approvals) are required, market entities are to choose independently
Business Scope Choose to operate. (R&D, manufacturing, processing and sales of lithium battery materials, lithium batteries and accessories; Waste
dismantling, recycling and recycling of old batteries; Self-support and agency import and export of goods and technology (but limited by state
Except for goods and technologies that are subject to approval in accordance with the law, the project shall be subject to approval
Business activities can only be carried out after approval by the customs department. ))
Sponsored and listed
The Company's affiliation is a wholly-owned subsidiary of the Company
or other relationships
Affect the compensation of the guarantor
Significant or non-existent solvency
There is a matter
Project 2024 / 2024 12 2023 / December 2023
May 31 to 31
Main financial data (10,000 Total assets 548,119.36 553,763.44
RMB) Total liabilities 389,693.84 424,874.40
Net assets 158,425.52 128,889.04
Operating income 594,800.03 812,271.85
Net profit 29,590.42 36,946.08
Note: The above financial data have been audited by Tianjian Certified Public Accountants (Special General Partnership).
(3) Ronbay Korea New Energy Materials Co., Ltd
Unit: 10,000 yuan
Company name Ronbay Korea New Energy Materials Co., Ltd
Headquarters location: 11-2, Goesopha-dongsan, Gunsan-si, Jeollabuk-do
Business Purpose: Manufacturing (secondary battery materials, electrode batteries, semiconductors), wholesale and retail trade (secondary batteries
Battery materials, electrode batteries, semiconductors)
Guarantor and listed company
or other related to the wholly-owned subsidiaries of the company
system
Affect the ability of the guarantor to repay the debt
Significant contingencies of force
Project 2024 FY/2024 12 FY2023/December 2023
May 31 to 31
Total assets 92.60 100.00
Key Financial Data (10,000 yuan) Total liabilities 0.15 -
Net assets 92.45 100.00
Operating Income - -
Net Profit 1.43 -
Note: The above financial data has been included in the Company's audited consolidated financial statements.
(4) JAESE Energy Co., Ltd.
Unit: 10,000 yuan
Company name: JAESE Energy Co., Ltd.
Headquarters Location: No. 1, 4th Floor, 72 Seindang-ro, Seocho-gu, Seoul, South Korea (Seocho-dong)
Business purpose 1. Manufacturing, sales and import and export of secondary battery materials; 2. Relevant secondary battery materials
technology development and investment in the recycling business; 3. All incidental business related to the above businesses
The guarantor and the listed company
The company is affiliated or it is a wholly-owned subsidiary of the company
He relation
Affect the repayment of debts of the guarantor
Significant or non-existent ability
item
Project 2024 Year / Year 2024 12 Year 2023 / December 2023 31
Key Financial Data (31 October
RMB) Total assets 352,332.33 168,099.45
Total liabilities 162,361.52 54,489.13
Net assets 189,970.81 113,610.32
Operating income 49,696.25 48,771.77
Net profit -20,786.79 -13,046.17
Note: The above financial data has been audited by Grant Thornton Korea (Daejoo Accounting LLC).
(5) Energy Material Technology Co., Ltd.
Unit: 10,000 yuan
Company name Energy Material Technology Co., Ltd.
Headquarters: 85-1, High-tech Industrial 3-ro, Daejowon-myeon, Chungju-si, Chungcheongbuk-do
Business purpose 1. Manufacturing, sales and import and export of secondary battery materials; 2. The above businesses
All incidental business involved
The relationship between the guarantor and the listed company is the holding subsidiary of the company
affiliation or other relationships
Affecting the ability of the guarantor to repay debts None
Significant contingencies
Project 2024 / 2024 2023 / December 2023
December 31-31
Total assets 30,305.79 9,909.59
Main financial data (10,000 yuan) Total liabilities 31,055.25 9,539.09
Net assets -749.45 370.50
Operating income 5,219.93 5,110.55
Net profit -1,132.55 -3,974.19
Note: The above financial data has been audited by Nexia Samduk Accounting Corporation.
The shareholding structure is as follows:
Serial No. Name of Shareholder Proportion of Capital Contribution
1 Ningbo Rongbai New Energy Technology Co., Ltd. 16.48%
2 JAESE Energy Co., Ltd 72.44%
3 Other shareholders (public shareholders) 11.08%
Total 100.00%
(6) JS Energy Europe Sp. z o. o
Unit: 10,000 yuan
Company name JS Energy Europe Sp. z o. o
Headquarters in Panskaya, house number 96, room 83, Warsaw, Poland
Business Purpose: Manufacture of batteries and accumulators, production of other basic inorganic chemicals, etc
The guarantor and the listed company
The company is affiliated or it is a wholly-owned subsidiary of the company
He relation
Affect the repayment of debts of the guarantor
Significant or non-existent ability
item
Project 2024 Annual/December 2024 2023 Annual/December 2023
31st of March
Total Assets 29,191.82 -
Key Financial Data (Total Liabilities 141.12 -
$) Net assets 29,050.70 -
Operating Income - -
Net profit -1,204.58 -
Note: The above financial data has been included in the Company's audited consolidated financial statements.
(7) Xiantao Rongbai Lithium Battery Materials Co., Ltd
Unit: 10,000 yuan
Company name: Xiantao Rongbai Lithium Battery Materials Co., Ltd
Legal representative: She Shengxian
Residence: No. 1, Tonggang High-tech Zone, Xiantao City
General items: R&D, processing and sales of lithium-ion battery materials, lithium batteries and accessories. Sodium ions
Business Scope Production, operation and research and technical consultation of battery materials and new electronic materials; Self-operated and agent goods
import and export of technology (except for goods and technologies that are restricted or prohibited from being imported or exported by the state) (except
Except for projects subject to approval by law, independently carry out business activities with a business license in accordance with the law)
Sponsored and listed
The company's affiliated relationship is the company's holding subsidiary
or other relationships
Affect the compensation of the guarantor
Significant or non-existent solvency
There is a matter
Project 2024 FY/2024 12 FY2023/December 2023
May 31 to 31
Total assets 379,842.34 231,362.36
Main financial data (million Total liabilities 211,103.79 98,004.86
RMB) Net assets 168,738.56 133,357.50
Operating income 210,865.48 98,638.50
Net profit 5,381.06 3,230.37
Note: The above financial data have been audited by Tianjian Certified Public Accountants (Special General Partnership).
The shareholding structure is as follows:
Unit: 10,000 yuan
Serial No. Name of Shareholder Subscribed Capital Contribution Proportion of Capital Contribution
1 Xiantao Rongchuang No.1 New Energy Partnership (Limited Partnership) 160,000.00 99.9001%
2 Xiantao Rongbai New Energy Technology Co., Ltd. 160.00 0.0999%
Total 160,160.00 100.00%
(8) Ningbo Rongbai Lithium Trading Co., Ltd
Unit: 10,000 yuan
Company name: Ningbo Rongbai Lithium Trading Co., Ltd
Legal representative: Ye Fei
Residence: No. 90, Chongxiao Road, Xiaocao'e Town, Yuyao City, Zhejiang Province
General items: battery sales; sales of battery spare parts; Sales of chemical products (excluding licensed chemicals
products); sales of metal materials; metal ore sales; sales of metal products; Non-metallic minerals and products
Sale; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion;
Business Scope: Import and export of goods; technology import and export; import and export agency; Sales of machinery and equipment (except subject to approval in accordance with the law.)
In addition, independently carry out business activities with a business license in accordance with the law). Permitted items: hazardous chemicals
Business (projects subject to approval in accordance with the law can only be carried out after approval by relevant departments, specific.)
Business projects are subject to the approval results).
The guarantor is related to the above
The affiliate of the municipal company is a wholly-owned subsidiary of the company
relationship or otherwise
system
Affect the sponsored person
The weight of solvency
Major contingencies
Project 2024 / 2024 12 2023 / December 31, 2023
May 31st
Total assets 63,419.30 87,099.52
Key Financial Data Total Liabilities 42,414.02 66,803.81
(10,000 yuan) Net assets 21,005.28 20,295.71
Operating income 36,182.64 63,845.24
Net profit 709.57 -604.04
Note: The above financial data have been audited by Tianjian Certified Public Accountants (Special General Partnership).
(9) Tianjin Ronbays Co., Ltd
Unit: 10,000 yuan
Company name: Tianjin Ronbays Coland Technology Co., Ltd
Legal representative: Bai Houshan
Address: Building 1, Ronghai Center, No. 289 Hulunbuir Road, Tianjin Pilot Free Trade Zone (Dongjiang Comprehensive Bonded Zone).
General projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology
technology promotion; battery sales; sales of new energy prime mover equipment; sales of electrical accessories for new energy vehicles; new
sales of battery swapping facilities for energy vehicles; sales of new energy vehicles; New energy vehicle production test design
ready for sale; R&D of emerging energy technologies; sales of power electronic components; Intelligent power transmission and distribution and control
equipment sales; sales of metal materials; manufacturing of rubber products; Sales of special chemical products (excluding hazards
Business Scope: Hazardous Chemicals); sales of non-ferrous metal alloys; sales of new metal functional materials; Rubber products pins
Sell; retail of hardware products; wholesale of hardware products; Metal matrix composites and ceramic matrix composites
Sale; sales of plastic products; sales of electronic products; instrumentation sales; Sales of chemical products (NO
Including licensed chemical products); sales of special electronic materials; research and development of special electronic materials; Technology
intermediary services; Information consulting services (excluding licensed information consulting services). (Except as required by law.)
In addition, independently carry out business activities with a business license in accordance with the law)
Sponsored and listed
The company's affiliated relationship is the company's holding subsidiary
or other relationships
Affect the compensation of the guarantor
Significant or non-existent solvency
There is a matter
Project 2024 Annual/December 2024 2023 Annual/December 2023
31st of March
Total assets 37,460.76 38,740.36
Key financial data (total liabilities 2,783.33 1,718.27
RMB) Net assets 34,677.43 37,022.09
Operating income 14,267.51 14,140.62
Net profit -2,344.66 -2,248.04
Note: The above financial data have been audited by Tianjian Certified Public Accountants (Special General Partnership).
The shareholding structure is as follows:
Serial No. Name of Shareholder Proportion of Capital Contribution
1 Ningbo Ronbay New Energy Technology Co., Ltd. 68.25%
2 Li Jigang 13.33%
3 Won Yong 8.33%
4 Other shareholders 10.09%
Total 100.00%
3. The main content of the security agreement
At present, the Company does not enter into a guarantee agreement beyond the amount authorized by the 2023 General Meeting of Shareholders. The validity period of the above-mentioned application for comprehensive credit line and provision of guarantee shall be from the date of deliberation and approval of this matter at the 2024 Annual General Meeting of Shareholders to the date of the 2025 Annual General Meeting of Shareholders, and shall be submitted to the General Meeting of Shareholders for deliberation and approval
Effect. The specific credit and guarantee amount, guarantee period and signing time are subject to the actual signed contract. According to the needs of the actual business situation, the company's management will handle the signing of the documents involved in the above matters within the scope of authorization, as well as perform the approval and filing procedures of the relevant regulatory authorities and all other related matters.
IV. Examination and Approval Procedures
On April 8, 2025, the Company held the fourth meeting of the third session of the board of directors and the third session of the board of supervisors
At the fourth meeting, the "Proposal on Applying for a Comprehensive Credit Line and Providing Guarantee for the Company and its Subsidiaries in 2025" was deliberated and approved.
This matter is subject to submission to the Company's 2024 Annual General Meeting for consideration.
5. The cumulative amount of external guarantee and the amount of overdue guarantee
As of the date of the issuance of this verification opinion, the total external guarantee of the company and its holding subsidiaries is 1,399,148.00 yuan (excluding this guarantee), accounting for 152.29% and 56.82% of the company's latest audited net assets and total assets respectively, which are all guarantees provided by the company to the holding subsidiaries and between the holding subsidiaries.
Among them: the company's guarantee amount to the holding subsidiary is 200,500.00 yuan, accounting for the company's December 31, 2024
The ratio of Nikkei's audited net assets to total assets is 21.82% and 8.14%. The company and its subsidiaries have no overdue guarantees, and there are no guarantees involving litigation.
6. Opinions of the sponsor
After verification, the sponsor believes that the application of the company and its subsidiaries for comprehensive credit line and guarantee in 2025 has been deliberated and approved by the board of directors of the company, and will be submitted to the general meeting of shareholders for deliberation, and the necessary internal approval procedures have been fulfilled, in accordance with the provisions of relevant laws and regulations, and there is no harm to the interests of the company and shareholders. The sponsor has no objection to the application of the company and its subsidiaries for comprehensive credit line and provision of guarantee in 2025.
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(There is no text on this page, it is the signature page of "Huatai United Securities Co., Ltd. on the verification opinion of Ningbo Rongbai New Energy Technology Co., Ltd. on the company and its subsidiaries to apply for comprehensive credit line and provide guarantee in 2025")
Sponsor Representative (Signature):
Han Feichong, Dong Ruichao
Huatai United Securities Co., Ltd. (official seal)
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