Core Viewpoint - The legal opinion letter confirms that the 2024 Annual General Meeting of Shandong Chenming Paper Holdings Limited was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association [1][16]. Group 1: Meeting Procedures - The meeting was scheduled for May 15, 2025, with proper notifications published on March 31, 2025, and April 25, 2025 [4][5]. - The meeting was held at the company's R&D center and allowed for both on-site and internet voting [5][6]. Group 2: Attendance and Voting - A total of 710 shareholders participated in the voting, representing 552,521,551 shares, which is 18.8281% of the total voting rights [9]. - Among the attendees, 702 were small investors, representing 81,282,447 shares, or 2.7698% of the total voting rights [10]. Group 3: Voting Results - The voting results showed that 508,847,118 shares (92.0954%) were in favor of the proposals, while 42,483,685 shares (7.6891%) were against, and 1,190,748 shares (0.2155%) were abstained [12]. - The results were verified by the legal representatives and were found to comply with legal and regulatory requirements [16].

北京市中伦（青岛）律师事务所 关于山东晨鸣纸业集团股份有限公司 2024 年年度股东大会 之 致：山东晨鸣纸业集团股份有限公司 北京市中伦（青岛）律师事务所（以下简称"本所"）接受山东晨鸣纸业集 团股份有限公司（以下简称"公司"）的委托，根据本法律意见书出具日前已经 发生或存在的事实和《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东大会规则》《律师事务所从事证券法律业务管理办法》《律师事务所 证券法律业务执业规则（试行）》等中华人民共和国现行有效的法律、法规和规 范性文件（以下简称"中国法律"，为本法律意见书之目的，不包括中华人民共 和国香港特别行政区、澳门特别行政区和台湾地区法律）以及《山东晨鸣纸业集 团股份有限公司章程》（以下简称"《公司章程》"）等有关规定，指派律师对 公司 2024 年度股东大会（以下简称"本次股东大会"）进行现场见证，并就本 次股东大会的相关事项出具本法律意见书。 法律意见书 二〇二五年五月 山东省青岛市香港中路 61 号乙远洋大厦 A 座 27-28 层 邮编：266071 27-28/F, Tower A, COSCO Plaza, 61B Hong Kong M ...

Group 1: Operational Recovery - The company is currently focusing on gradually resuming operations based on funding and market conditions, with specific attention to the recovery rates of various production bases [3][4][8]. - The Zhanjiang base is undergoing equipment maintenance, and its recovery rate will depend on financial and market conditions [4][5]. - The company is actively working on a 23.1 billion yuan syndicated loan to facilitate the resumption of production [8][9]. Group 2: Financial Strategies - The company is negotiating with non-bank financial institutions to extend, reduce interest rates, and restructure debts [2][4]. - A total of 10 billion yuan in capital from a state-owned company has been fully allocated to support the company's recovery efforts [4][9]. - The company is exploring strategic partnerships and has established a task force to facilitate discussions with potential investors [4][9]. Group 3: Debt Management - The company is actively communicating with creditors to negotiate repayment plans and is focusing on asset disposal to improve liquidity [8][10]. - The current debt structure primarily consists of bank loans, with some non-standard debts related to equipment leasing and supply chain financing [9][10]. - The company is implementing measures to manage overdue payments and is working to reduce the scale of overdue commercial bills [10][11]. Group 4: Market Position and Future Outlook - The company has not encountered any conditions that would trigger delisting under the Shenzhen Stock Exchange rules [8][11]. - The management is committed to improving operational efficiency and profitability through various measures, including asset disposal and cost control [4][8]. - The company is expected to provide updates on the resumption of full production and financial recovery as conditions evolve [11][12].

Investment Rating - The investment rating for the paper industry is "Positive" [2] Core Viewpoints - The paper industry is experiencing a bottoming cycle with insufficient upward momentum, leading industry leaders to focus on extending their supply chains and enhancing differentiated competitive advantages [12] - The industry is expected to continue facing supply-demand pressures in 2025, with a sustained bottoming of profit cycles as leading companies innovate and expand their scale and differentiation advantages [12] - Major companies are actively expanding their overseas market presence to absorb production capacity [12] Summary by Sections Pulp and Paper Sector - Cost improvements and a slight recovery in paper prices are leading to profit recovery, with Q4 2024 pulp prices hitting a bottom and costs stabilizing [3] - In Q1 2025, low-cost pulp gradually entered inventory, and paper prices saw a slight increase, with companies expected to maintain low costs and moderate profit improvements [3][18] - The domestic pulp market is experiencing price fluctuations, with expectations of continued low-level oscillations in Q2 2025 [19] Cultural Paper - Profitability is gradually recovering, with leading companies performing well despite market challenges [4] - Average prices for double glue paper and copper plate paper in Q4 2024 and Q1 2025 were 5228 and 5435 CNY/ton respectively, showing year-on-year declines but some recovery in Q1 2025 [22] - Companies like Sun Paper are leveraging raw material strategies and cost control to improve profits [22] White Card Paper - Prices are stabilizing at the bottom, with a slight improvement in profitability [23] - The average price for white card paper increased from 4195 CNY/ton in Q4 2024 to 4307 CNY/ton in Q1 2025, benefiting from supply disruptions [23] - Companies are expected to face increased supply pressures in 2025 due to new capacities coming online [23] Specialty Paper - Leading companies are expanding their advantages and market shares [24] - Prices for specialty paper categories are expected to decline due to short-term supply-demand pressures, but some categories are showing signs of recovery [24] - Companies like Xianhe and Wuzhou are expected to benefit from increased production capacity [24] Waste Paper Sector - Prices are fluctuating, with a recovery in profitability observed [26] - The average price for waste paper in Q4 2024 was 1530 CNY/ton, showing a year-on-year increase, while boxboard and corrugated paper prices also saw slight improvements [26] - The overall profitability of waste paper companies is expected to remain under pressure in Q2 2025 despite cost optimizations [26] Investment Recommendations - Focus on companies with integrated pulp and paper operations and improving profitability, such as Sun Paper and Xianhe, as well as those recovering profitability like Huawang Technology and Wuzhou Specialty Paper [8]

Core Insights - Shandong Chenming Paper Holdings Co., Ltd. has become the first A-share listed company to receive a negative audit opinion due to significant internal control deficiencies in 2024 [1][2] - The company's management has shown serious inadequacies in risk assessment and response mechanisms, leading to a failure in internal controls [1] Group 1: Internal Control Deficiencies - The audit report highlights a weak ability of management to identify operational and financial risks, lacking an effective risk warning mechanism [1] - Before the liquidity crisis in 2024, the company failed to take prudent measures, resulting in overdue borrowings and supplier payments totaling 1.656 billion yuan, which accounted for 18.09% of the latest audited net assets [1] - The internal control system has not provided reasonable assurance for the authenticity and completeness of financial reporting, particularly lacking checks and balances in risk response and decision-making processes [1] Group 2: Financial Performance Decline - In 2024, the company's operating revenue decreased by 14.58% to 22.729 billion yuan, with a net loss attributable to shareholders of 7.411 billion yuan, an increase of 478.38% year-on-year [3] - The core reasons for this decline include a collapse in the profitability of the main business, with a gross margin of only 1.53% for paper-making, and a negative gross margin of -12.91% for white cardboard [3] - The company's debt structure is heavily imbalanced, with short-term debt accounting for 86.5% and cash coverage ratio below 0.5%, significantly lower than the healthy level in the paper industry [3] Group 3: Strategic Missteps - The negative audit opinion reflects deeper governance issues and strategic decision-making failures, such as over-reliance on high leverage expansion and cross-industry financial operations [2] - The cross-industry financial operations initiated since 2014 have resulted in significant bad debts, with provisions for bad debts reaching 4.6 billion yuan, representing 51.7% of the book value [3] - The previous chairman's "integration of production and finance" model has exacerbated the funding chain break during the industry downturn, creating a vicious cycle of financial distress [3]

Financial Performance - The company's operating revenue for Q1 2025 was CNY 797,157,638.89, a decrease of 88.21% compared to CNY 6,761,777,174.00 in the same period last year[7] - The net profit attributable to shareholders for Q1 2025 was a loss of CNY 1,451,634,120.47, representing a decline of 2,594.38% from a profit of CNY 58,196,200.97 in the previous year[7] - Operating revenue decreased by 88.21% year-on-year, primarily due to production base shutdowns and reduced sales of mechanical paper[16] - Net profit attributable to shareholders decreased by 2,594.38% year-on-year, driven by lower sales volume and gross profit margins[16] - Total operating revenue for the current period is ¥797,157,638.89, a significant decrease from ¥6,761,777,174.00 in the previous period, representing a decline of approximately 88.2%[31] - Net profit for the current period is a loss of ¥1,649,443,030.00, compared to a profit of ¥67,766,961.48 in the previous period, marking a substantial shift in profitability[32] Cash Flow - The net cash flow from operating activities increased by 12.16% to CNY 530,619,916.12 compared to CNY 473,092,608.52 in the same period last year[7] - Cash flow from operating activities increased by 12.16% year-on-year, reaching approximately ¥530.62 million[18] - Cash flow from investing activities decreased by 186.13% year-on-year, primarily due to share repurchases from minority shareholders[18] - Cash flow from financing activities improved by 88.47% year-on-year, as creditors extended loan terms and reduced interest rates[18] - Cash flow from investing activities shows a net outflow of ¥498,084,031.13, contrasting with a net inflow of ¥578,290,447.91 in the previous period[34] - Cash flow from financing activities resulted in a net outflow of ¥116,313,497.71, compared to a larger outflow of ¥1,008,870,143.38 in the previous period[35] Assets and Liabilities - Total assets at the end of Q1 2025 were CNY 58,022,971,669.22, down 8.64% from CNY 63,509,295,142.08 at the end of the previous year[7] - The company's total liabilities increased, with current liabilities due within one year rising by 60.68% to CNY 2,535,405,392.32[12] - The total liabilities decreased from RMB 50.67 billion at the beginning of the period to RMB 47.74 billion at the end of the period, a reduction of about 5.8%[28] - The company's current assets decreased from RMB 15.89 billion at the beginning of the period to RMB 11.13 billion at the end of the period, a decline of approximately 30.4%[26] - The company's total assets decreased from RMB 63.51 billion to RMB 58.02 billion, a decline of about 8.6%[27] - The company’s equity attributable to shareholders decreased from RMB 9.156 billion to RMB 7.706 billion, a decline of about 15.9%[29] Shareholder Information - Total number of ordinary shareholders at the end of the reporting period was 126,406[20] - The largest shareholder, Chenming Holding Co., Ltd., holds 15.50% of shares, with 409,956,441 shares pledged or frozen[21] Production and Operational Issues - The company experienced a significant drop in cash and cash equivalents, from RMB 5.91 billion to RMB 2.28 billion, a decrease of approximately 61.4%[26] - The company’s production bases have experienced shutdowns since Q4 2024, impacting operational capacity[22] - Operating costs decreased by 68.80% year-on-year, attributed to the same production issues affecting sales[16] Research and Development - Research and development expenses for Q1 2025 were CNY 20,606,883.01, a significant decrease of 93.31% from CNY 307,814,308.92 in the previous year[14] - R&D expenses decreased by 93.31% year-on-year, reflecting reduced investment during the production shutdowns[16] Financial Ratios and Metrics - The company's basic and diluted earnings per share for Q1 2025 were both CNY -0.49, a decrease of 2,550.00% from CNY 0.02 in the same period last year[7] - The company experienced a significant increase in financial expenses, with interest expenses rising to ¥428,852,888.40 from ¥384,652,878.96[31] - The company reported a credit impairment loss of ¥169,366,185.66, which is a notable increase compared to the previous period's loss of ¥68,342,660.79[31]

Financial Performance - The company reported its annual performance for the year ending December 31, 2024, in accordance with the Hong Kong Stock Exchange listing rules[3]. - The company's operating revenue for 2024 was CNY 22.73 billion, a decrease of 14.58% compared to CNY 26.61 billion in 2023[18]. - The net profit attributable to shareholders for 2024 was a loss of CNY 7.41 billion, representing a significant decline of 478.38% from a loss of CNY 1.28 billion in 2023[18]. - The net cash flow from operating activities decreased by 40.25% to CNY 2.62 billion in 2024, down from CNY 4.39 billion in 2023[18]. - The total assets at the end of 2024 were CNY 63.51 billion, a reduction of 20.10% from CNY 79.49 billion at the end of 2023[18]. - The net assets attributable to shareholders decreased by 45.15% to CNY 9.16 billion at the end of 2024, down from CNY 16.69 billion at the end of 2023[18]. - The basic earnings per share for 2024 was CNY -2.53, a decline of 462.22% from CNY -0.45 in 2023[18]. - The weighted average return on equity for 2024 was -57.25%, a decrease of 49.60 percentage points from -7.65% in 2023[18]. - The company incurred a net loss of RMB 7.41 billion attributable to shareholders, compared to a profit in the previous year[55]. - In 2024, the company's total revenue was RMB 22.73 billion, a decrease of 14.58% compared to RMB 26.61 billion in 2023[57]. Dividend and Shareholder Matters - The board of directors proposed not to distribute a final dividend for the fiscal year 2024, pending shareholder approval at the annual general meeting on May 15, 2025[6]. - The company has not announced any cash dividends, bonus shares, or capital increases from reserves for the current fiscal year[11]. - The company will suspend share transfer registration from May 12 to May 15, 2025, to determine the list of H-share shareholders eligible to attend the annual general meeting[7]. Risks and Challenges - The company faced risks from macroeconomic fluctuations, national policies, and industry competition, which could impact future performance[10]. - The company has indicated uncertainty regarding its ability to continue as a going concern due to negative net profits in recent years[19]. - The company faced challenges due to a significant drop in white cardboard prices, leading to weakened profitability and losses[31]. - The company is facing temporary liquidity tightness and overdue debts in 2024 due to declining product prices and reduced loan sizes from financial institutions, but plans to mitigate debt risks through various measures[103]. Operational Strategies - The company plans to enhance its market expansion strategies and explore new product development opportunities[10]. - The company has implemented production restrictions and maintenance on some production bases since November to reduce losses[31]. - The company is actively pursuing the disposal of non-core assets to improve liquidity and has formed an asset management center to enhance asset disposal efficiency[33]. - The company is engaging with strategic investors to secure operational funding for resuming production[34]. - The company aims to optimize product structure and strengthen cost management to improve operational quality[55]. - The company plans to enhance customer satisfaction and market share through the development of various new product technologies[70]. Research and Development - The company has established multiple leading innovation research platforms, including a national enterprise technology center and a postdoctoral research station, to enhance its technological capabilities[40]. - Research and development projects include the development of high-end kitchen paper technology, aimed at increasing product functionality and market share[70]. - R&D expenditure amounted to ¥1,080,331,754.42 in 2024, a decrease of 7.22% compared to ¥1,164,419,698.13 in 2023, while the proportion of R&D expenditure to operating revenue increased from 4.38% to 4.75%[71]. Governance and Management - The company’s governance structure complies with the relevant regulations and standards set by the China Securities Regulatory Commission and stock exchanges[159]. - The board of directors consists of 10 members, including 4 independent directors, and held 10 meetings during the reporting period[162]. - The company has a structured approach to governance, with clear roles and responsibilities outlined for its board members and executives[186]. - The company has not faced any penalties from securities regulatory authorities in the past three years, reflecting compliance and governance integrity[184]. - The company emphasizes the importance of governance with a diverse board composition, including professionals from finance, law, and academia[178]. Environmental and Social Responsibility - The company invested over RMB 8 billion in environmental protection initiatives, including advanced pollution control systems[54]. - The company is committed to green development and aims to establish itself as a benchmark for resource-saving and environmentally friendly enterprises[100]. - The company has implemented advanced water recycling technology, achieving over 75% reuse rate of treated water, in response to increasing environmental regulations[109]. Market Conditions - The white card paper industry is facing significant challenges, with prices remaining in a downward trend due to increased supply and sluggish demand[38]. - The paper industry is experiencing price pressure due to increased supply and weak demand, with expectations for production growth in 2025[99]. - The company anticipates that the supply-demand imbalance in the paper industry will ease, leading to improved market conditions by 2025[101]. Employee Matters - The total number of employees at the end of the reporting period is 9,594, with 2,041 in the parent company and 6,847 in major subsidiaries[198]. - Employee compensation includes salaries, bonuses, and various benefits, determined based on market levels, social averages, and government guidelines[200]. - The educational background of employees shows 24 with postgraduate degrees or above, 793 with bachelor's degrees, 2,161 with associate degrees, and 6,616 with vocational or lower education levels[198].

山东晨鸣纸业集团股份有限公司 营业收入扣除情况表 专项核查报告 故同会计 骑乡 致同会计师事务所(特殊普通合伙) 目 录 专项核查报告 1-2 公司 2024年度营业收入扣除情况表及说明 致同专字(2025)第 371A004208 号 山东晨鸣纸业集团股份有限公司全体股东: 我们接受委托,在审计了山东晨鸣纸业集团股份有限公司(以下简称 "晨鸣纸业公司")2024年12月31日的合并及公司资产负债表,2024年度的 合并及公司利润表、合并及公司现金流量表、合并及公司股东权益变动表以 及财务报表附注的基础上,对后附的《山东晨鸣纸业集团股份有限公司 2024 年度营业收入扣除情况表及说明》(以下简称"营业收入扣除情况表")进 行了专项核查。 按照《深圳证券交易所股票上市规则》(以下简称"上市规则")和 《深圳证券交易所上市公司自律监管指南第1号 -- 业务办理》(以下简称 "自律监管指南")的有关规定,编制营业收入扣除情况表,保证其内容真 实、准确、完整,不存在虚假记录、误导性陈述或重大遗漏是晨鸣纸业公司 管理层的责任,我们的责任是在实施核查工作的基础上对晨鸣纸业公司管理 层编制的营业收入扣除情况表提出鉴证结论。 ...

山东晨鸣纸业集团股份有限公司 二〇二四年度独立董事述职报告（杨彪） 本人作为山东晨鸣纸业集团股份有限公司（以下简称"公司"）第十届董事会独立 董事，根据《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 及《公司章程》、《公司独立董事管理办法》等的相关规定，勤勉尽责，充分发挥独立 董事的作用，切实维护公司和全体股东的合法权益。现将本人在 2024 年的履职情况汇报 如下： 一、独立董事的基本情况 杨彪先生，法学博士，大学教授，博士生导师。现任中山大学法学院教授，兼任广 东天禾农资股份有限公司独立董事、侨益物流股份有限公司独立董事、广州传文教育咨 询有限公司监事等，现任公司独立董事。 本人在专门委员会任职情况：任薪酬与考核委员会主任委员、战略与可持续发展委 员会委员。报告期内，本人作为公司独立董事，任职符合《上市公司独立董事管理办法》 第六条规定的独立性要求，不存在影响独立性的情况。 二、独立董事年度履职情况 2024 年，本人通过出席董事会、股东大会、薪酬与考核委员会、战略与可持续发展 委员会、独立董事专门会议和实地调研等方式，积极与公司其他董事、高级管理人员进 行沟通交流，充分了解公司 ...

山东晨鸣纸业集团股份有限公司 二〇二四年度独立董事述职报告（尹美群） 本人作为山东晨鸣纸业集团股份有限公司（以下简称"公司"）第十届董事会独立 董事，根据《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》 及《公司章程》《公司独立董事管理办法》等的相关规定，勤勉尽责，充分发挥独立董 事的作用，切实维护公司和全体股东的合法权益。现将本人在 2024 年的履职情况汇报如 下： 一、独立董事的基本情况 尹美群女士，会计学博士，大学教授，博士生导师，中国注册会计师。曾于瑞典、 芬兰、丹麦以及美国爱荷华州立大学进行访学；中国政法大学教授。同时担任中国商业 会计学会常务理事、中国会计学会理事等，兼任国华集团控股有限公司独立董事、中国 国检测试控股集团股份有限公司独立董事，现任公司独立董事、董事会审计委员会主任 委员、提名委员会委员。 作为公司独立董事，本人未在公司担任除独立董事以外的任何职务，也未在公司主 要股东公司担任任何职务，与公司以及主要股东之间不存在利害关系或其他可能妨碍本 人进行独立客观判断的关系，不存在其他影响独立董事独立性的情况，符合《上市公司 独立董事管理办法》、《深圳证券交易所上市 ...