国浩律师(上海)事务所 关 于 上海华谊集团股份有限公司 为出具本法律意见书,本所律师特作如下声明: 一、本所及经办律师依据《公司法》《证券法》《管理办法》等规定及本法 律意见书出具目以前已经发生或者存在的事实,严格履行了法定职责,遵循了勤 勉尽责和诚实信用原则,对公司本次激励计划的合法合规性进行了充分的核查验 证,保证本法律意见书不存在虚假记载、误导性陈述及重大遗漏。 二、本所律师同意将本法律意见书作为公司本次激励计划所必备的法律文件, 随同其他材料一同上报,并依法对出具的法律意见承担法律责任。本所律师同意 公司在其为实行本次激励计划所制作的相关文件中引用本法律意见书的相关内 容,但公司做上述引用时,不得因引用而导致法律上的歧义或曲解,本所律师有 权对上述相关文件的相应内容再次审阅并确认。 ▲ 股限制性股票激励计划部分限制性股票回购注销实施的 法律意见书 国浩律师(上海)事务所 RANDALL LAW FIRM(SHANGHAI) 二〇二五年六月 国浩律师(上海)事务所 法律意见书 致:上海华谊集团股份有限公司 国浩律师(上海)事务所(以下简称"本所")接受上海华谊集团股份有限 公司(以下简称"华谊集团"或 ...

Core Viewpoint - The acetic acid ethyl ester (EA) industry in China is experiencing a significant recovery in production capacity and output in 2024, driven by new installations and increasing export demand, despite previous challenges related to overcapacity and environmental regulations [1][4][10]. Industry Overview - Acetic acid ethyl ester is a widely used fine chemical product and an important organic solvent, primarily consumed in the coatings, pharmaceuticals, and adhesives sectors, which together account for over 80% of its downstream consumption [2][4]. - The industry has seen a production capacity increase to 4.3 million tons in 2024, representing a year-on-year growth of 21.1% [4][20]. Production Side - The production of acetic acid ethyl ester in China began in the 1970s, with significant growth in capacity observed in the 21st century, reaching 3.53 million tons by 2013 [4]. - In 2024, the total production volume is expected to reach 2.4 million tons, marking a 16.05% increase from the previous year, with the industry capacity utilization rate remaining above 50% for three consecutive years [4][10]. Import and Export - China has achieved self-sufficiency in acetic acid ethyl ester, with imports remaining below 0.15 million tons. However, exports are on the rise, projected to exceed 500,000 tons in 2024, reflecting a 19.3% increase [8][21]. - The average export price has been declining, with a 10.03% drop expected in 2024, indicating intensified competition in international markets [8][12]. Consumption Side - The demand for acetic acid ethyl ester has been weak in traditional sectors like coatings and adhesives due to adjustments in the real estate market, leading to a supply-demand imbalance [10][12]. - The apparent consumption volume is projected to reach 188,450 tons in 2024, showing a year-on-year growth of 15.19% as exports expand [10][12]. Competitive Landscape - The acetic acid ethyl ester market in China is characterized by intense competition among both international chemical giants and domestic companies such as Hualu Hengsheng, Jiangsu Sopo, and others [14][16]. - The market concentration is decreasing, with the CR3 dropping from 43.7% in 2023 to 38.4% in 2024, indicating a more fragmented competitive environment [20]. Development Trends 1. **Capacity Expansion and Increased Competition**: The industry is set to add 480,000 tons of new capacity in 2025, intensifying market competition and pressuring smaller firms [20]. 2. **Export Market as Growth Engine**: The export volume is expected to continue rising, particularly in Southeast Asia, driven by domestic capacity release and cost advantages [21]. 3. **Optimizing Downstream Demand Structure**: The demand for acetic acid ethyl ester is shifting towards high-end applications in coatings and pharmaceuticals, while traditional sectors face slower growth [22]. 4. **Accelerated Green and Smart Transformation**: The industry is moving towards greener and smarter production methods, including the use of new catalysts and biotechnological processes [23].

Group 1: Wens Foodstuff Group (温氏股份) - Wens Foodstuff Group has made significant progress in chicken and pig farming technology and cost control, with the comprehensive cost of pork farming reduced to 6-6.1 yuan per jin and the total cost of chicken farming reduced to 5.5-5.6 yuan per jin [1] - The company continues to focus on pig fattening and sales, having sold 1.01 million piglets from January to May 2025, and does not plan to entrust breeding pigs to cooperative farmers [1] - The company believes its competitive advantage in the pig farming industry lies in cost reduction and efficiency improvement, with effective disease prevention and stable production [1] Group 2: Huayi Group (华谊集团) - Huayi Group's subsidiary, San Aifu, specializes in the R&D, production, and sales of fluorinated chemicals, with a projected net profit of 275 million yuan in 2024, driven by an increase in product volume [1] - The company is expanding its production lines and continuously investing to maintain technological and channel leadership, especially as refrigerant patents expire [1] - Huayi Group has announced a cash dividend of 0.18 yuan per share (including tax), with a cash dividend ratio increased to 41.96%, emphasizing its commitment to sharing business development results with investors [1]

Group 1: Xunluo Electronics (顺络电子) - The company has a full order book and high capacity utilization in Q2 [1] - The automotive electronics business covers electrification and intelligent scenarios, with a broad product line and good development prospects [1] - The data center business shows significant sales growth, providing various products and solutions [1] - Increased demand for power inductors from AI smartphones enhances the value of individual components [1] - The company has a rich variety of integrated inductors with wide applications and a promising market outlook [1] - The industry has high barriers to entry, positioning the company as a leading player with multiple core advantages [1] - The company is continuously expanding production and investing in R&D, with no immediate financing plans [1] Group 2: San Aifu (三爱富) - The company primarily engages in the R&D, production, and sales of fluorinated chemicals, with a projected net profit of 275 million yuan in 2024 [2] - Growth is driven by an increase in product volume, with some production lines at the Shaowu base gradually starting operations [2] - Future growth will come from existing products, industrial transfer, and domestic substitution [2] - The company's products are widely used in downstream industries such as new energy, electronics, and aerospace, with some products holding leading market shares [2] - The expiration of refrigerant patents will lead to new production lines and processes being developed [2] - The PVDF market is expected to have sufficient supply in the coming years, with the company having advantages in the supply chain and cost [2] - The company has a diverse range of customized polymer products, with stable overall performance [2] - The company is actively seeking new applications and markets for existing products while developing new ones [2] - A valuation enhancement plan for 2025 has been established, with a focus on cash dividends to enhance investor returns [2] - The company plans to distribute a cash dividend of 0.18 yuan per share, increasing the cash dividend ratio to 41.96% [2] - The company is monitoring regulatory trends regarding B-shares and responding to market feedback [2]

Core Viewpoint - The demand for transfer tape is rapidly increasing due to the growth of industries such as electronics, optics, and automotive, indicating significant market potential. The market size of China's transfer tape industry is projected to grow from 24.583 billion yuan in 2017 to 38.257 billion yuan in 2024, with a compound annual growth rate (CAGR) of 6.52% [1][10]. Industry Overview - Transfer tape is a specialized adhesive tape used to transfer materials or patterns from one surface to another, featuring properties such as adhesion, durability, and ease of use. It is composed of a substrate and adhesive material, making it suitable for various applications in both daily life and industrial production [2]. - The production process of transfer tape includes raw material procurement, coating, drying and curing, slitting, inspection, and packaging [2]. Industry Chain - The upstream raw materials for the transfer tape industry include substrates like polyester film and polyethylene film, and adhesives such as acrylic and rubber, which determine the tape's key performance characteristics [4]. - The downstream applications of transfer tape span across electronics, automotive, optics, and medical sectors, where it is used for tasks such as component fixation, protection, and ensuring product quality [4]. Market Size and Growth - The market size of the polyester film industry, a key component in transfer tape, is expected to grow from 32.15 billion yuan in 2021 to 50.17 billion yuan in 2024, with a CAGR of 7.7%, supporting the growth of the transfer tape industry [6]. - The electronic information manufacturing sector in China is projected to see a significant increase, with a year-on-year growth of 11.80% in 2024, further driving the demand for transfer tape [8]. Competitive Landscape - The transfer tape industry in China exhibits a concentrated market structure, with leading companies like Jiemai Technology and Leike Co., Ltd. dominating the market through innovation and product development [12]. Development Trends - The industry is moving towards environmentally friendly products, focusing on recyclable materials and reducing harmful emissions to meet regulatory requirements and consumer demand for green products [17]. - High performance is becoming a critical trend, with increasing demands for stronger adhesion, better insulation, and durability in various applications [18]. - Globalization is influencing the industry, with production shifting towards emerging markets like Southeast Asia and India, while companies adapt their strategies to meet local market needs [20].

Group 1 - The acrylic acid concept sector rose by 1.88%, ranking 7th among concept sectors, with 8 stocks increasing in value, including Bohai Chemical which hit the daily limit, and Shuangxiang Co., Shenyang Chemical, and Baolijia showing gains of 4.49%, 2.93%, and 2.59% respectively [1] - The main inflow of funds into the acrylic acid concept sector was 158 million yuan, with Bohai Chemical leading the net inflow at 86.73 million yuan, followed by Wanhua Chemical, Satellite Chemical, and Rike Chemical with net inflows of 71.24 million yuan, 17.03 million yuan, and 11.80 million yuan respectively [2] - In terms of net inflow ratios, Bohai Chemical, Shenyang Chemical, and Rike Chemical had the highest ratios at 14.08%, 5.97%, and 5.93% respectively [3] Group 2 - The top stocks in the acrylic acid concept sector included Bohai Chemical with a daily increase of 10.10% and a turnover rate of 13.09%, while Wanhua Chemical increased by 1.14% with a turnover rate of 0.77% [3][4] - Stocks that experienced declines included Tianlong Group, which fell by 0.98%, and Benli Technology and Acoly, both down by 0.35% [1][4] - The overall performance of the acrylic acid concept sector indicates a positive trend, with significant capital inflows and several stocks showing strong gains [2][3]

证券代码：600623 证券简称：华谊集团 公告编号：2025-037 900909 华谊B股 上海华谊集团股份有限公司2024年年度股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： ● 本次会议是否有否决议案：无 3、财务总监、董事会秘书徐力珩先生出席了本次股东大会。 一、会议召开和出席情况 (一)股东大会召开的时间：2025年5月30日 (二)股东大会召开的地点：上海市徐家汇路 560 号 3 楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由上海华谊集团股份有限公司董事会召集，顾立立先生主持，采用 现场投票和网络投票相结 合的方式进行表决，本次会议的召集、召开符合《公司 法》和《公司章程》的有关规定。 (五)公司董事、监事和董事会秘书的出席情况 1、公司在任董事7人，出席4人，董事钱志刚先生、职工董事李良君先生、独立董事程林先生因工作原 因未能出席； 2、公司在任监事3人，出 ...

Investment Rating - The report assigns a "Buy" rating for the company, with a target price of 8.60 CNY based on a 20x PE ratio for 2025 [2][6]. Core Views - The company is expected to achieve steady growth in profitability due to the full production of the Guangxi base, falling coal prices, and recovery in industry conditions. Earnings per share are projected to be 0.43 CNY in 2025 and 0.60 CNY in 2026 and 2027 [2][12]. - The Guangxi integrated base is anticipated to significantly enhance the company's competitiveness and profitability stability upon full operation, marking a new development phase for the company [9][39]. - The company is initiating a second round of asset securitization, with plans to acquire a 60% stake in San Aifu, which is expected to lead to the injection of high-quality chemical assets into the listed company [13][49]. Summary by Sections Company Overview - The company has a long history and has evolved into a large chemical group with operations in coal chemical, carbon three, tires, and chemical services across multiple bases in China and Thailand [12][32]. Guangxi Base Development - The Guangxi integrated base, covering approximately 8,000 acres with a total planned investment of about 90 billion CNY, is divided into three phases, with the first two phases already operational and the third phase expected to be completed by the end of 2025 [39][40]. - The base will enable the company to achieve a high level of integration across its coal chemical, carbon three, and chlor-alkali businesses, enhancing overall competitiveness [39][41]. Financial Projections - Revenue is projected to grow from 40.86 billion CNY in 2023 to 47.97 billion CNY in 2027, with a slight decline in 2025 due to market conditions [4]. - The net profit attributable to the parent company is expected to increase from 861 million CNY in 2023 to 1.28 billion CNY in 2026, reflecting a recovery in profitability [4]. Market Position and Valuation - The company has been undervalued with a long-term price-to-book ratio below 1, but the upcoming asset injections and improved market conditions are expected to drive a valuation recovery [9][49]. - The company’s strategic location in Guangxi provides significant advantages in terms of logistics and market access, particularly to the rapidly growing markets in Southeast Asia and South China [45][46].

Investment Rating - The report assigns a "Buy" rating for the company, with a target price of 8.60 CNY based on a 20x PE ratio for 2025 [2][6]. Core Views - The company's profitability is expected to maintain steady growth due to the full production of the Guangxi base, falling coal prices, and industry recovery [2][9]. - The Guangxi integrated base is anticipated to significantly enhance the company's competitive edge and profitability stability upon full operation [9][39]. - The company is entering a new phase of value re-evaluation driven by improved market focus and asset injection opportunities [9][49]. Financial Forecast and Investment Suggestions - Earnings per share (EPS) are projected to be 0.43 CNY in 2025 and 0.60 CNY in 2026 and 2027 [2]. - Revenue is expected to grow from 40,856 million CNY in 2023 to 47,969 million CNY in 2027, with a slight decline in 2025 [4]. - The net profit attributable to the parent company is forecasted to increase from 861 million CNY in 2023 to 1,283 million CNY in 2027 [4]. Company Overview - The company has developed a diversified chemical business with operations in coal chemical, carbon three, tires, and chemical services across multiple bases in China and Thailand [9][12]. - The Guangxi base, covering approximately 8,000 acres with a total planned investment of about 90 billion CNY, is a key asset for the company [39][40]. Market Position and Competitive Advantage - The Guangxi base is strategically located near key resource import areas, providing a competitive pricing advantage for its products in the southern market compared to the eastern market [45][46]. - The company is expected to benefit from the integration of its coal chemical, carbon three, and chlorine-alkali businesses, enhancing operational efficiency and product offerings [39][41].

证券代码：600623 证券简称：华谊集团 公告编号：2025-037 上海华谊集团股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 30 日 (二)股东大会召开的地点：上海市徐家汇路 560 号 3 楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 其中：A 股股东人数 414 境内上市外资股股东人数（B 股） 32 其中：A 股股东持有股份总数 1,273,830,847 境内上市外资股股东持有股份总数(B 股) 14,301,787 份总数的比例（%） 其中：A 股股东持股占股份总数的比例（%） 59.7636 境内上市外资股股东持股占股份总数的比例（%） 0.6710 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由上海华谊集团股份有限公司董事会召集，顾立立先生主持，采用 现场投票和网络投票相结合的方式进行表决，本次会议的召 ...