上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 上海市锦天城律师事务所 关于山东博汇纸业股份有限公司 2025 年第一次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 关于山东博汇纸业股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：山东博汇纸业股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受山东博汇纸业股份有限 公司（以下简称"公司"）委托，就公司召开 2025 年第一次临时股东大会（以下 简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下简称 "《公司法》"）《上市公司股东会规则》等法律、法规、规章和其他规范性文件 以及《山东博汇纸业股份有限公司章程》（以下简称"《公司章程》"）的有关规 定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业 务管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履 行了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东大会所涉及的相 关 ...

Core Viewpoint - A price increase wave is sweeping through the domestic paper industry, with adjustments ranging from 30 to 100 yuan per ton, as companies like Bohui Paper announce price hikes to recover from declining profits [1][3]. Group 1: Bohui Paper's Performance - Bohui Paper reported a revenue of 9.564 billion yuan for the first half of the year, reflecting a year-on-year growth of 3.26% [4]. - However, the company's total profit plummeted by 56.33% to 79.127 million yuan, and net profit attributable to shareholders decreased by 31.31% to 90.02 million yuan [5]. - The decline in profitability is attributed to the average selling price of finished products dropping more than the decrease in unit costs, indicating a challenging market environment [7]. Group 2: Industry Challenges - The paper industry is facing severe challenges, with many companies resorting to factory closures, layoffs, and production cuts due to low demand and rising costs [3][9]. - The overall paper and board production is expected to grow by 5.09% in 2024, but the production of paper products is projected to drop by 11.39%, highlighting a significant supply-demand imbalance [7]. Group 3: Bohui Paper's Strategic Initiatives - Despite the profit decline, Bohui Paper's net cash flow from operating activities surged by 808.24% to 949 million yuan, driven by improved cash collection and sales management [9]. - The company has optimized its production processes and reduced costs across various areas, which may provide a competitive edge in the future [9]. - Bohui Paper's production of machine-made paper reached 2.432 million tons, a year-on-year increase of 12.39%, with sales of 2.3501 million tons, up 8.77% [9]. Group 4: Future Outlook - Bohui Paper aims to enhance its market position through a focus on high-value products and sustainable practices, having been included in the S&P Global "Sustainability Yearbook (China Edition)" [10]. - The company is also expanding its global footprint, with a sales team targeting markets in Southeast Asia, India, the Middle East, and North America [12]. - An investment of 165.274 million USD is planned for its wholly-owned subsidiary in Hong Kong to support export business development [13][14].

Core Viewpoint - 博汇纸业's 2025 mid-year report shows mixed financial performance, with revenue growth but a significant decline in net profit, indicating potential challenges in profitability and operational efficiency [1] Financial Performance - The total revenue for the first half of 2025 reached 9.564 billion yuan, a year-on-year increase of 3.26% compared to 9.262 billion yuan in 2024 [1] - The net profit attributable to shareholders was 90.0214 million yuan, down 31.31% from 131 million yuan in the previous year [1] - The gross margin decreased to 9.08%, a decline of 18.95% year-on-year, while the net margin fell to 0.94%, down 33.47% [1] - The company reported an increase in accounts receivable, which rose by 37.65% year-on-year, reaching 1.767 billion yuan [1] Cash Flow and Debt Analysis - The company has a healthy cash position, with cash assets amounting to 5.063 billion yuan, a 41.96% increase from the previous year [2][3] - The debt situation shows an interest-bearing debt ratio of 43.87%, indicating a significant level of leverage [3] - The liquidity ratio is low at 0.68, suggesting potential challenges in meeting short-term obligations [3] Market Expectations - Analysts project the company's performance for 2025 to reach a net profit of 229 million yuan, with an average earnings per share of 0.17 yuan [4] Shareholder Information - The largest fund holding in 博汇纸业 is 大成丰享回报混合A, which holds 164,000 shares, with a current scale of 0.26 billion yuan [5]

Group 1 - The semi-annual report summary is derived from the full report, and investors are encouraged to read the complete document for a comprehensive understanding of the company's performance, financial status, and future plans [1]. - The board of directors, supervisory board, and senior management guarantee the authenticity, accuracy, and completeness of the semi-annual report, and they bear individual and joint legal responsibility for any false records, misleading statements, or significant omissions [1]. - The report has not been audited [1]. Group 2 - There are no significant changes in the company's operating conditions during the reporting period, nor any events that have had or are expected to have a significant impact on the company's operations [1].

Core Insights - The company reported a revenue of 9,563,674,940.63 yuan for the first half of 2025, reflecting a year-on-year growth of 3.26% [1] - The net profit attributable to shareholders decreased to 90,021,407.47 yuan, marking a decline of 31.31% compared to the previous year [1] Financial Performance - Revenue for the first half of 2025: 9,563.67 million yuan, up 3.26% year-on-year [1] - Net profit for the same period: 90.02 million yuan, down 31.31% year-on-year [1]

Group 1 - The core viewpoint of the article is that Bohui Paper (600966.SH) reported its semi-annual results for 2025, showing a slight increase in revenue but a significant decline in net profit [1] Group 2 - The company achieved a revenue of 9.564 billion yuan, representing a year-on-year growth of 3.26% [1] - The net profit attributable to shareholders was 90.02 million yuan, which is a year-on-year decrease of 31.31% [1] - The net profit after deducting non-recurring items was 58.07 million yuan, reflecting a year-on-year decline of 46.77% [1] - The basic earnings per share were reported at 0.0728 yuan [1]

Core Viewpoint - Bohui Paper Industry (600966.SH) reported a slight increase in revenue for the first half of 2025, but significant declines in net profit and adjusted net profit [1] Financial Performance - The company achieved operating revenue of 9.564 billion yuan, representing a year-on-year increase of 3.26% [1] - The net profit attributable to shareholders of the listed company was 90.0214 million yuan, a year-on-year decrease of 31.31% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 58.0695 million yuan, down 46.77% year-on-year [1] - Basic earnings per share were reported at 0.0728 yuan [1]

Financial Performance - The company's operating revenue for the first half of 2025 was CNY 9,563,674,940.63, representing a 3.26% increase compared to CNY 9,262,031,310.63 in the same period last year[21]. - The total profit for the period decreased by 56.33% to CNY 79,127,083.86 from CNY 181,200,650.98 in the previous year[21]. - The net profit attributable to shareholders was CNY 90,021,407.47, down 31.31% from CNY 131,045,844.72 year-on-year[22]. - The net profit after deducting non-recurring gains and losses was CNY 58,069,521.25, a decrease of 46.77% compared to CNY 109,083,102.62 in the previous year[22]. - Basic earnings per share decreased by 31.32% to CNY 0.0728 compared to the same period last year[23]. - Net profit attributable to shareholders decreased by 31.31%, with total profit down by 56.33% due to a decline in average gross margin[23]. - The company reported a net profit of ¥1,228.49 million from its subsidiary, Dahua Paper, contributing significantly to overall profitability[65]. - The company reported a total profit of ¥79,127,083.86 for the first half of 2025, down from ¥181,200,650.98 in the same period of 2024[112]. - The total comprehensive income for the first half of 2025 was ¥92,850,495.92, compared to ¥128,395,672.35 in the first half of 2024[112]. Cash Flow and Assets - The net cash flow from operating activities increased significantly to CNY 949,264,558.41, up 808.24% from CNY 104,516,905.55 in the same period last year[22]. - The company's cash and cash equivalents increased by 65.91% to ¥5,062,749,485.29, accounting for 20.52% of total assets[58]. - The total current assets amounted to ¥10,694,835,943.74, an increase from ¥8,503,297,796.28, showing a growth of around 25.7%[103]. - The company's cash and cash equivalents increased significantly to ¥2.53 billion from ¥1.41 billion, representing an increase of approximately 79.5%[107]. - The company reported a net increase in cash and cash equivalents of ¥421,403,045.31, contrasting with a decrease of ¥142,955,438.22 in the same period last year[117]. Production and Sales - The company produced 2.432 million tons of paper, a year-on-year increase of 12.39%, with sales reaching 2.350 million tons, up 8.77%[32]. - The average price of white cardboard was CNY 4,218 per ton, down 8.06% year-on-year, indicating a structural adjustment in the market[28]. - The average price of boxboard was CNY 3,616 per ton, with a year-on-year decline of 3.42%[30]. - The company achieved record production and sales volumes during the reporting period, contributing to its growth strategy focused on "dual carbon" initiatives[34]. Market and Strategic Initiatives - The company is focusing on high-end packaging markets and product innovation to enhance profitability amid market challenges[28]. - The company expanded its international market presence, with export sales of certified products increasing by 142% year-on-year, bolstering its competitive edge in the global supply chain[45]. - The company is focusing on digital transformation and supply chain resilience to mitigate risks associated with international shipping costs and capacity constraints[46]. - The company aims to enhance its profitability structure by optimizing high-margin products and implementing a profit center mechanism for production lines[47]. Research and Development - Research and development expenses increased by 15.00% to approximately CNY 357.74 million, indicating a commitment to innovation[57]. - The company has accumulated 184 authorized patents across its two main production bases, showcasing its strong R&D capabilities[53]. - The company launched several new products, including the world's first online coated water-based "zero plastic paper cup" production line, which has passed multiple international certifications[38]. Environmental and Sustainability Efforts - The company was included in the "2024-2025 Forbes China Sustainable Development Industrial Enterprises" list, highlighting its commitment to green manufacturing and low-carbon cycles[36]. - The company aims to build a green, low-carbon circular industry chain as part of its commitment to sustainable development[51]. Financial Position and Liabilities - The total liabilities reached ¥17.77 billion, up from ¥15.67 billion, marking an increase of approximately 13.4%[105]. - The company's long-term borrowings decreased to ¥790.49 million from ¥1.07 billion, a reduction of about 26.2%[105]. - The total amount of guarantees provided to subsidiaries during the reporting period is ¥4,498,612,800[90]. - The total amount of guarantees (including those to subsidiaries) is ¥4,333,316,770, which accounts for 62.87% of the company's net assets[90]. Governance and Compliance - The company has established a multi-tier governance structure, including a board of directors and various specialized committees, to enhance operational efficiency[130]. - The company will strictly adhere to national laws and regulations regarding related party transactions, ensuring fair pricing and protecting the rights of shareholders[76]. - There are no significant lawsuits or arbitration matters during the reporting period, indicating a stable legal standing[79]. Accounting Policies and Financial Reporting - The financial statements have been prepared based on the assumption of going concern, indicating no significant doubts about the company's ability to continue operations[133]. - The company adheres to accounting standards, ensuring that financial statements accurately reflect its financial position and performance[135]. - The company recognizes significant receivables and payables based on thresholds of 10 million RMB or more[139].

Group 1 - The company's revenue for the first half of 2025 reached 9.564 billion yuan, representing a year-on-year increase of 3.26% [1] - The net profit for the same period was 90.0214 million yuan, showing a year-on-year decline of 31.31% [1]

北京市金杜律师事务所上海分所 关于山东博汇纸业股份有限公司 领航者员工持股计划（草案）及奋斗者员工持股计划（草案）之 法律意见书 致：山东博汇纸业股份有限公司 1 注：《关于上市公司实施员工持股计划试点的指导意见（2025 修正）》已于 2025 年 3 月 27 日实施，但公 司目前尚未根据《公司法》《上市公司章程指引》等相关规则调整、修订有关监事会的规定，公司监事会对 本次员工持股计划相关议案进行审议及发表意见、公司对监事会决议进行公告系根据《关于上市公司实施 员工持股计划试点的指导意见》（中国证监会公告〔2014〕33 号）执行。《山东博汇纸业股份有限公司领航 者员工持股计划（草案）》及《山东博汇纸业股份有限公司奋斗者员工持股计划（草案）》均规定，"若监事 会正式取消，后续涉及监事会的职责按照相关规定由薪酬委员会替代。" 确认。 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具日 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，进行了充分的核查验证，保证本法律意见书所认定的事实真实、准 ...