浙江天册律师事务所 关于 山鹰国际控股股份公司 2024 年年度股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于山鹰国际控股股份公司 2024 年年度股东大会的 法律意见书 编号：TCYJS2025H0812 号 致：山鹰国际控股股份公司 浙江天册律师事务所（以下简称"本所"）接受山鹰国际控股股份公司 （以下简称"山鹰国际"或"公司"）的委托，指派本所律师参加公司 2024 年年度股东大会，并根据《中华人民共和国证券法》（以下简称"《证券法》"）、 《中华人民共和国公司法》（以下简称"《公司法》"）和《上市公司股东 会规则》（以下简称"《股东会规则》"）等法律、法规和其他有关规范性 文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席 人员的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见， 不对会议所审议的议案内容和该等议案中所表述的事实或数据的真实性和准 确性发表意见。 本法律意见书仅供公司 2024 年年 ...

Investment Rating - The report assigns a "Recommendation" rating to the company, with a target price of 1.96 CNY per share [1]. Core Views - The company reported a revenue of 29.23 billion CNY in 2024, a slight decrease of 0.4% year-on-year, and a net profit attributable to shareholders of -0.45 billion CNY, indicating a shift from profit to loss [1]. - In Q1 2025, the company achieved a revenue of 6.77 billion CNY, reflecting a year-on-year increase of 1.5%, but the net profit attributable to shareholders was only 0.03 billion CNY, down 16.0% year-on-year [1]. - The company is focusing on optimizing its debt structure and has successfully completed the market-oriented conversion of its bonds, enhancing its financial strength and risk resistance [1]. Financial Summary - **2024 Financial Performance**: - Total revenue: 29.23 billion CNY - Net profit: -0.45 billion CNY - Gross margin: 7.4%, down 2.5 percentage points year-on-year [1][7]. - **2025 Financial Projections**: - Expected total revenue: 29.98 billion CNY, with a growth rate of 2.6% - Expected net profit: 0.216 billion CNY, with a growth rate of 147.8% [1][7]. - **Key Financial Ratios**: - Price-to-earnings ratio (P/E) for 2025 is projected at 45 times, decreasing to 22 times by 2027 [1][7]. - Price-to-book ratio (P/B) is set at 0.70 times for 2025 [1]. Business Segments - **Paper Production**: - The company reported a revenue of 19.59 billion CNY in 2024, with a year-on-year increase of 1.8% [1]. - The production capacity is expected to exceed 9 million tons following the completion of a new production line [1]. - **Packaging**: - The packaging segment's revenue is projected to decline by 2.6% to 6.90 billion CNY in 2024, with a focus on enhancing service capabilities for major clients [1]. - **Trade**: - The trade segment is expected to generate a revenue of 2.01 billion CNY in 2024, down 5.6% year-on-year [1]. Strategic Initiatives - The company is strategically exiting non-core businesses to strengthen its financial position, including the successful divestment of stakes in non-core assets [1]. - The debt ratio as of Q1 2025 stands at 68.8%, a decrease of 2.6 percentage points from the previous year [1].

Investment Rating - The report maintains a "Positive" investment rating for the paper and light industry sector [6] Core Viewpoints - The light manufacturing industry index increased by 0.87%, underperforming the market by 0.25 percentage points, while the paper sub-sector declined by 0.47%, underperforming the market by 1.59 percentage points [2][13] - The report highlights that the cultural paper sector is entering an off-season, with pulp and paper prices declining [4] - Recommendations include leading companies in the integrated pulp and paper industry such as Sun Paper (002078, Buy), and special paper leaders like Xianhe Co. (603733, Buy) [4] Summary by Sections Market Review - The light manufacturing industry index rose by 0.87%, while the paper sub-sector fell by 0.47%, ranking 12th among 28 first-level industries [2][13] - The four major sub-sectors of light manufacturing ranked by growth were furniture, packaging and printing, cultural and entertainment products, and paper, with respective increases of 1.67%, 1.09%, 0.21%, and a decrease of 0.47% in the paper sector [2][13] Industry Chain Data Tracking - The report notes a decline in wood pulp product prices, with the average market price for double glue paper dropping by 48 CNY/ton, copper plate paper by 10 CNY/ton, and white card paper by 41 CNY/ton [39] - The profitability of wood pulp products is declining, with small paper companies experiencing a decrease of 78 CNY/ton for double glue paper, while large companies saw a decrease of 48 CNY/ton [49] - Mechanized paper and board production for the first quarter of 2025 reached 38.19 million tons, a year-on-year increase of 3.8% [58] Raw Materials - Domestic waste paper prices slightly increased by 1 CNY/ton, while foreign waste prices remained stable [24] - The report indicates that the inventory of wood pulp at two major Chinese ports reached 1.81 million tons, a 1% increase from the previous month [25][33] Profitability Levels - Profitability for wood pulp products is declining, with small companies seeing significant drops in profitability across various paper types [49] - The report highlights a divergence in profitability for boxboard paper, with low-grade boxboard increasing by 7 CNY/ton while high-grade boxboard decreased by 8 CNY/ton [56]

Group 1 - The People's Bank of China has established a stock repurchase and increase loan tool, leading to a significant rise in listed companies' repurchase activities, with a total proposed loan amount exceeding 110 billion yuan by April 2025 [1] - On May 7, 2023, the People's Bank of China announced a combined usage of 500 billion yuan for securities, funds, and insurance company swaps, along with 300 billion yuan for stock repurchase loans, totaling 800 billion yuan, while also reducing the interest rate on structural monetary policy tools by 0.25 percentage points to 1.5% [1] - Industry insiders expect a resurgence in stock repurchase activities among listed companies in the near future [1] Group 2 - In January 2023, 60 listed companies conducted stock repurchases, followed by 48 in February, 61 in March, 54 in April, and 34 so far in May [3] - Palin Bio led the increase in repurchase activities with 55 instances, totaling 187,800 shares and an investment of 3.96 million yuan [3] - Other notable companies include Jerry Shares with 25 repurchase instances totaling 255,300 shares and 8.67 million yuan, and Lexin Technology with 23 instances totaling 137,689 shares and 7.51 million yuan [3] Group 3 - Seven executives from various companies increased their holdings by over 10 million shares, including Wu Mingwu from Shanying International and Zhou Xiaoping from Xingyu Shares [5] - Wu Mingwu increased his holdings by 62,151,200 shares across three transactions, amounting to 109 million yuan [7] - Lin Pusheng from Dazhong Mining increased his holdings by 56,695,300 shares for a total of 194 million yuan [7] Group 4 - ST companies are also actively repurchasing their stocks, including ST Kelly, ST Yifei, ST Saiwei, and *ST Jinshi [9] - ST Kelly's chairman, Yuan Zheng, increased his holdings by 4,365,100 shares, totaling 33.09 million yuan [11] - ST Yifei's executives also participated in repurchases, with Vice President Zhao Laigen and Chairman Wu Xuan increasing their holdings by 75,135 shares and 52,013 shares, respectively [12]

会议资料 二○二五年五月 山鹰国际 600567 2024 年年度股东会会议资料 山鹰国际 600567 2024 年年度股东会会议资料 山鹰国际控股股份公司 目 录 议案六、关于确认公司董事 2024 年度薪酬发放情况及 2025 年度薪酬 议案七、关于确认公司监事 2024 年度薪酬发放情况及 2025 年度薪酬 议案九、关于 2025 年度向金融机构申请综合授信额度的议案 ... 33 议案十一、关于公司及控股子公司提供资产抵押的议案 ........ 38 议案十二、关于公司及控股子公司开展金融衍生品投资业务的议案 第 2页 共 46 页 山鹰国际 600567 2024 年年度股东会会议资料 议案十三、关于制定《山鹰国际控股股份公司未来三年 （2025-2027） 第 3 页 共 46 页 山鹰国际 600567 2024 年年度股东会会议资料 会议议程 会议时间：2025 年 5 月 21 日 14:30 会议方式：现场投票和网络投票相结合 现场会议地点：安徽省马鞍山市勤俭路山鹰国际办公大楼 会议主持人：吴明武先生 一、主持人宣布会议开始，公布参加股东会股东人数及所代表的 有表决权股份数； 二、会 ...

山鹰国际 600567 2024 年年度股东会会议资料 山鹰国际控股股份公司 2024 年年度股东会 会议资料 二○二五年五月 1 山鹰国际 600567 2024 年年度股东会会议资料 目 录 | 2024 年年度股东会 | 1 | | --- | --- | | 会议资料 | 1 | | 会议议程 | 4 | | 议案一、2024 年度董事会工作报告 6 | | | 议案二、2024 年度监事会工作报告 8 | | | 议案三、2024 年度财务决算报告 14 | | | 议案四、2024 年年度报告及摘要 17 | | | 议案五、2024 年年度利润分配方案 18 | | | 议案六、关于确认公司董事 2024 年度薪酬发放情况及 2025 | 年度薪酬 | | 预案的议案 | 20 | | 议案七、关于确认公司监事 2024 年度薪酬发放情况及 2025 | 年度薪酬 | | 预案的议案 | 21 | | 议案八、关于预计 2025 年度日常关联交易的议案 | 22 | | 议案九、关于 2025 年度向金融机构申请综合授信额度的议案 | ... 33 | | 议案十、关于 2025 年度担保计划的 ...

Investment Rating - The report maintains a "Positive" investment rating for the paper and light industry [6] Core Viewpoints - The light manufacturing industry index increased by 3.02%, outperforming the market by 1.02 percentage points, with the paper sub-sector rising by 2.17%, also surpassing the market by 0.16 percentage points [2][13] - The report highlights that the cultural paper sector is entering an off-peak season, leading to a decline in pulp and paper prices [4] - The report recommends leading companies in the integrated forest-pulp-paper industry, such as Sun Paper (002078, Buy), and suggests focusing on leading special paper companies like Xianhe Co. (603733, Buy) and Huawang Technology (605377, Buy) [4] Summary by Sections Market Review - The light manufacturing industry index rose by 3.02%, while the paper sub-sector increased by 2.17%, ranking 9th among 28 first-level industries [2][13][20] Industry Chain Data Tracking - The report notes a decline in wood pulp product prices, with domestic waste prices slightly increasing by 1.5 CNY/ton, while foreign waste prices decreased by 5-10 USD/ton [9][24] - The average market price for finished paper products saw declines: double glue paper down by 38 CNY/ton, copper plate paper down by 45 CNY/ton, and white card paper down by 48 CNY/ton [39][40][42] Profitability Levels - Profitability in cultural paper is diverging, with small paper companies seeing an increase of 25 CNY/ton in double glue paper, while large companies experienced a decrease of 43 CNY/ton [48][49] - The profitability of packaging paper is declining, with white card paper profitability down by 20-48 CNY/ton [48][51] Production Data - The cumulative production of mechanical paper and paperboard in the first quarter of 2025 reached 38.19 million tons, a year-on-year increase of 3.8% [57] - The report indicates that the import volume of paper and paperboard decreased by 8.2% year-on-year, while the export volume increased by 10.7% [57]

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]

Investment Rating - The report maintains a "Buy" rating for leading companies in the integrated pulp and paper industry, specifically recommending Sun Paper (002078) and others [4]. Core Viewpoints - The light industry manufacturing index increased by 0.17%, outperforming the market by 0.61 percentage points, while the paper sub-sector declined by 1.34%, underperforming the market by 0.91 percentage points [2][12]. - The report highlights a seasonal downturn in cultural paper, with falling pulp prices, and anticipates a gradual improvement in overall supply and demand in the industry by 2025 [4]. Summary by Sections Market Overview - The light industry manufacturing index ranked 9th among 28 first-level industries, with the paper sub-sector showing a decline [12][18]. - The four major sub-sectors of light industry, ranked by growth, are packaging printing, cultural products, furniture, and paper, with respective increases of 1.07%, 1.03%, 0.07%, and a decrease of 1.34% in the paper sector [12][16]. Industry Chain Data Tracking - Pulp prices have decreased, with domestic waste paper prices down by 7 CNY/ton, and various paper products also seeing price reductions [9][22]. - The report notes that the cumulative production of mechanical paper and paperboard in the first quarter of 2025 increased by 3.8% year-on-year, totaling 38.19 million tons [53][55]. Investment Recommendations - The report recommends focusing on leading companies in the integrated pulp and paper sector, such as Sun Paper (002078), Xianhe Shares (603733), Huawang Technology (605377), and Wuzhou Special Paper (605007) [4]. - For waste paper products, it suggests investing in Jiu Long Paper (02689) and Shanying International (600567) due to expected improvements in supply and demand dynamics [4].

Investment Rating - The report indicates a positive outlook for the home furnishing sector, driven by domestic consumption stimulus and the gradual recovery of retail channels [1]. Core Insights - The report highlights that the domestic consumption stimulus is beginning to show effects, with a notable recovery in retail channels, while export conditions are experiencing marginal declines [1][3]. - The performance of leading companies in the home furnishing sector is improving, particularly in the context of national subsidies and strategic adjustments [1][3]. Summary by Sections 1. Home Furnishing - Domestic sales show signs of recovery with a year-on-year revenue change of -12.44% in Q4 2024 and +1.75% in Q1 2025, while net profit for the same periods changed from -54.11% to +7.07% [13]. - Export performance for the furniture sector saw a cumulative year-on-year increase of +5.8% for 2024 but a decline of -8.0% in Q1 2025, indicating a downward trend in export conditions [13]. - The report anticipates that the domestic market will continue to recover in the short term due to national subsidy policies, while the export market may face ongoing pressures [13]. 1.1 Domestic - Custom Home Furnishing - Retail channels are showing marginal improvements, while bulk channels remain under pressure, with leading companies like Oppein and Sophia experiencing reduced revenue declines in Q1 2025 compared to previous quarters [20]. - The profitability of leading companies is improving, with a focus on cost control and product development, while second and third-tier brands may struggle to maintain performance [26]. - Prepayment and cash flow indicators show improvements for some leading companies, suggesting a gradual recovery in demand [38]. 1.2 Domestic - Soft Home Furnishing - The soft home furnishing sector is under pressure due to real estate downturns and changing consumer spending patterns, but companies like Kuka and Mengbaihe are showing signs of recovery [39]. - Profit margins are improving in Q1 2025 compared to 2024, with notable changes in gross and net profit margins across leading companies [44]. - Prepayment figures for soft home furnishing companies are showing positive growth, indicating a recovery in domestic demand [46]. 1.3 Export Home Furnishing - The overall export climate is declining, with a significant drop in cumulative export value in Q1 2025, reflecting challenges in the international market [51][53]. - Despite the overall decline, leading companies are still managing to perform well, showcasing resilience and strategic advantages [51].