北京市中伦（上海）律师事务所 关于新凤鸣集团股份有限公司 法律意见书 二〇二五年五月 ! !"! ! "!! #$ ! ! "!! % &! ! "!! '(! ! "!! ) * ! ! "!! +, ! ! "!! - .! ! " !! / 0! ! "!! 1(! ! "! ! 2"! ! "! $ 3!! "!! 4"! ! "!! 5 6 ! ! "!! 78! ! "!! 9 : ! ! "!! ; <= ! ! "!! >? @! ! " !! A BCD! 北京市中伦（上海）律师事务所（以下简称"本所"）接受公司的委托，指 派律师出席并见证公司2024年年度股东大会（以下简称"本次会议"）。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》 （以下简称"《股东会规则》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《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）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政 法规、规章、规范性文件及《新凤鸣集团股份有限公司 ...

证券代码：603225 证券简称：新凤鸣 公告编号：2025-051 新凤鸣集团股份有限公司 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 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 19 日 (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： | 1、出席会议的股东和代理人人数 | 180 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 907,284,860 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 60.6719 | (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。 本次股东大会由董事会召集，由董事长庄耀中先生主持，采用现场投票与网 络投票相结合的方式召开。本次股东大会的召开以及表决方式符合《中华人民共 和国公司法》《上海证券交易所上市公司股东大会网络投票实施细则》等法律法 规和本 ...

X ZHONG LUN LU 中倫律師事務所 特殊的普通合伙 Limited Liability Partnership 北京市中伦（上海）律师事务所 关于新凤鸣集团股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 __ 衣嘲 ・ 笔□ ・ □逝 ・ 灌盲 ・ □□ ・ 瑁□ ・ □疥 ・ □炸 ・ 避萌 ・ □□ ・ 刺瘾 ・ □□ ・ 刺魔 ・ □□ ・ □調□ ・ 蛭□劇 ・ □鋼鉛深 ghai • Sheazher • Guangzhou • Wuhan • Chengdu • Chongaing • Qingda • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Alm 北京市中伦（上海）律师事务所 关于新凤鸣集团股份有限公司 2024 年年度股东大会的 法律意见书 致：新凤鸣集团股份有限公司（以下简称"公司"） 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员 资 ...

1. Report Industry Investment Rating No industry investment rating is provided in the given content. 2. Report's Core View The report presents a weekly overview of the large refining and chemical industry, including price, profit, inventory, and开工率 data for various sectors such as refining, polyester, and chemicals, as well as performance data for related listed companies [2][8][9]. 3. Summary by Directory 3.1 Big Refining Weekly Data Briefing - **Six Private Big Refining Companies' Performance**: The table shows the stock price changes of six private big refining companies in the past week, month, three months, and one year, as well as profit forecasts and market capitalization data [8]. - **Oil Price and Refining Spread**: Brent crude oil was at $65.4 per barrel, up $3.8 (6.2%) week - on - week; WTI was at $62.4 per barrel, up $3.9 (6.6%) week - on - week. The domestic refining project spread was 2667 yuan/ton, up 10.5 yuan/ton (0.4%); the foreign refining project spread was 1144 yuan/ton, up 80.2 yuan/ton (7.5%) [8]. - **Polyester Sector**: PX average price was $852.2/ton, up $95.6 week - on - week; POY/FDY/DTY average prices were 6807/6986/7986 yuan/ton, up 357/389/304 yuan/ton respectively. POY/FDY/DTY weekly average profits were - 84/- 231/- 164 yuan/ton, down 53/32/89 yuan/ton respectively. POY/FDY/DTY inventories were 8.9/16.8/24.0 days, down 8.2/5.4/3.8 days respectively. The filament开工率 was 91.9%, down 0.3 pct. The downstream loom开工率 was 63.4%, up 2.6 pct [2][9]. - **Refining Sector**: In China, gasoline prices fell, while diesel and jet fuel prices rose. In the US, gasoline, diesel, and jet fuel prices all rose [2][9]. - **Chemical Sector**: PX average price was $852.2/ton, up $95.6 week - on - week, with a spread of $375.1/ton over crude oil, up $67.7 week - on - week. The PX开工率 was 78.2%, up 0.9 pct [2][9]. 3.2 Big Refining Weekly Report - **2.1 Big Refining Index and Project Spread Trends**: It likely analyzes the trends of the big refining index and project spreads, including the market performance of six private big refining companies and the changes in domestic and foreign refining project spreads [8][11][15]. - **2.2 Polyester Sector**: This section may cover the price, profit, inventory, and开工率 of products in the polyester industry chain, such as crude oil, PX, PTA, and polyester filaments, as well as the relationship between them [2][9][22]. - **2.3 Refining Sector**: It includes the price and spread of domestic and foreign refined oil products (gasoline, diesel, jet fuel) and their relationship with crude oil prices [2][9][78]. - **2.4 Chemical Sector**: This part presents the price and spread of various chemical products (EVA, benzene, styrene, etc.) and their relationship with crude oil prices [9][126][127].

Investment Rating - The report maintains a "Recommended" rating for the chemical industry [1]. Core Insights - The report highlights the potential revaluation of phosphate rock value due to ongoing supply-demand tensions, with increasing demand for phosphate fertilizers and lithium iron phosphate batteries [6][4]. - The chemical industry is expected to enter a restocking cycle in 2025, driven by low inventory levels and improving profitability among leading chemical companies [5][27]. - The report emphasizes the expansion of phosphate production capacity by Batian Co., which is set to increase its phosphate rock extraction capacity to 2 million tons per year [4][6]. Summary by Sections Core Target Tracking - The report tracks key companies in the chemical sector, including Batian Co., which is expanding its phosphate production capacity significantly [4][6]. - It also notes the performance of various chemical products, with a focus on price increases for butadiene and polyester filament due to favorable market conditions [10][14]. Market Observation - The chemical sector has shown a relative performance of 6.7% over the past month, outperforming the CSI 300 index [2]. - The report indicates that the chemical industry is experiencing a recovery phase, with several companies poised for growth due to favorable market dynamics [5][27]. Data Tracking - The report provides detailed tracking of price movements for key chemical products, including butadiene, polyester filament, and various fertilizers, indicating a general upward trend in prices [10][12][17]. - It also highlights the current chemical industry sentiment index at 93.10, reflecting a positive outlook for the sector [6][33]. Investment Recommendations - The report suggests focusing on companies with low-cost expansion capabilities, such as Wanhua Chemical and various tire manufacturers, as well as those benefiting from rising product prices [5][7]. - It emphasizes the importance of high dividend yield companies in the chemical sector, particularly state-owned enterprises with stable financials [8][29].

Investment Rating - The report maintains a "Buy" rating for the company, expecting the stock price to outperform the industry index by more than 15% in the next six months [5][21]. Core Views - The company is expected to maintain stable performance in 2024, with a revenue increase of 9.1% year-on-year to 67.09 billion yuan and a slight net profit increase of 1.3% to 1.1 billion yuan [1][2]. - The report highlights that the petrochemical sector has negatively impacted short-term performance, but overall profitability remains stable [2]. - The company is positioned to benefit from a recovery in the long filament industry, supported by its integrated PTA-polyester supply chain [12][13]. Financial Performance Summary - **Revenue and Profitability**: The company’s revenue for 2024 is projected at 67.09 billion yuan, with a year-on-year growth rate of 9.1%. The net profit is expected to be 1.1 billion yuan, reflecting a modest growth of 1.3% [1][2]. - **Earnings Per Share (EPS)**: The latest diluted EPS is projected to be 0.72 yuan for 2024, with expectations of growth to 0.96 yuan in 2025 and 1.49 yuan by 2027 [1][13]. - **Return on Equity (ROE)**: The ROE is expected to slightly decrease to 6.4% in 2024 but is projected to improve to 10.3% by 2027 [1][13]. - **Cash Flow**: The net cash flow from operating activities is expected to increase significantly by 85.57% year-on-year to 6.79 billion yuan in 2024, driven by higher cash receipts from sales [3]. Industry Overview - The polyester filament industry is currently facing price pressures, but the long-term supply-demand dynamics are expected to improve, leading to a gradual recovery in industry conditions [10][11]. - The report notes that the overall polyester industry in China is experiencing good growth, with exports expected to rise by 15% in 2024 [11]. - The company has a strong market position, with a domestic market share exceeding 12% in polyester filament production, and is the largest producer of polyester short fibers in China [12].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 17.29 CNY, based on a 19 times P/E ratio for 2025 [2][5]. Core Insights - The company's earnings are gradually improving, with a projected revenue of 66.615 billion CNY for 2025, reflecting a slight decrease of 0.7% year-on-year, followed by growth in subsequent years [4][9]. - The company is expanding its production capacity, with plans to increase PTA capacity to over 10 million tons by the end of 2025 and to add 65,000 tons of long fiber capacity [9]. - The long fiber market is expected to see continued recovery, driven by a slowdown in supply growth and an increase in demand, particularly from the textile sector [9]. Financial Performance Summary - **Revenue Forecast**: - 2023: 61.469 billion CNY - 2024: 67.091 billion CNY - 2025: 66.615 billion CNY - 2026: 75.409 billion CNY - 2027: 82.129 billion CNY - **Net Profit**: - 2023: 1.086 billion CNY - 2024: 1.100 billion CNY - 2025: 1.380 billion CNY - 2026: 1.745 billion CNY - 2027: 2.285 billion CNY - **Earnings Per Share**: - 2023: 0.71 CNY - 2024: 0.72 CNY - 2025: 0.91 CNY - 2026: 1.14 CNY - 2027: 1.50 CNY [4][9][11]. Market Performance - The company's stock price as of May 14, 2025, was 11.49 CNY, with a 52-week high of 16.1 CNY and a low of 9.53 CNY [5]. - The stock has shown a relative performance of 1.93% over the past month, indicating a positive trend compared to the market [6].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 17.29 CNY, based on a 19x P/E ratio for 2025 [2][5]. Core Views - The company's profitability is gradually improving, with a forecasted revenue of 66.615 billion CNY for 2025, reflecting a slight decrease of 0.7% year-on-year, followed by growth in subsequent years [4][9]. - The long filament market is expected to continue recovering, with a projected increase in industry capacity to around 2 million tons in 2025, aligning supply growth with demand [9]. - The company is expanding its integrated production capacity, with PTA capacity expected to exceed 10 million tons by the end of 2025, and plans to launch additional polyester production lines [9]. Financial Performance Summary - **Revenue Forecast**: - 2023: 61.469 billion CNY - 2024: 67.091 billion CNY - 2025: 66.615 billion CNY - 2026: 75.409 billion CNY - 2027: 82.129 billion CNY - **Net Profit**: - 2023: 1.086 billion CNY - 2024: 1.100 billion CNY - 2025: 1.380 billion CNY - 2026: 1.745 billion CNY - 2027: 2.285 billion CNY - **Earnings Per Share**: - 2023: 0.71 CNY - 2024: 0.72 CNY - 2025: 0.91 CNY - 2026: 1.14 CNY - 2027: 1.50 CNY - **Profitability Ratios**: - Gross Margin: 5.8% in 2023, expected to rise to 7.0% by 2027 - Net Margin: 1.8% in 2023, expected to reach 2.8% by 2027 - Return on Equity: 6.7% in 2023, projected to increase to 10.9% by 2027 [4][9][11].

Investment Rating - The report maintains a "Buy" rating for the company [2][9]. Core Views - The company has shown steady revenue growth, with a reported revenue of 67.09 billion yuan in 2024, reflecting a year-on-year increase of 9.1% [6]. - The company is expected to benefit from a favorable supply-demand balance in the polyester filament industry, with a projected demand growth of 18% in 2024 [7]. - The company is expanding its production capacity, with plans to add two new polyester filament production lines in 2025, which will further enhance its market position [6][7]. Financial Performance Summary - In 2024, the company achieved a net profit of 1.1 billion yuan, a slight increase of 1.3% year-on-year, with a net profit margin of 1.6% [6][10]. - The company’s gross margin for 2024 was reported at 5.6%, maintaining stability compared to the previous year [6][10]. - The company’s earnings per share (EPS) for 2025 is projected to be 0.93 yuan, with a net profit forecast of 1.415 billion yuan, representing a year-on-year growth of 28.6% [9][10]. Production and Sales Summary - In 2024, the company’s sales volumes for POY, FDY, and DTY were 5.25 million tons, 1.5 million tons, and 810 thousand tons, respectively, showing increases of 13.4%, 5.5%, and 5.6% year-on-year [6]. - The company’s polyester filament production capacity reached 8.05 million tons by the end of 2024, securing over 12% market share, making it one of the largest manufacturers in China [6][7]. Market Outlook - The report indicates that the polyester filament industry is experiencing a slowdown in production capacity growth, with the compound annual growth rate (CAGR) expected to drop from 7.1% (2017-2023) to 1.5% (2024-2026) [7]. - The industry is undergoing consolidation, with larger companies increasing their market share while smaller players exit the market [7].

Investment Rating - The report maintains a "Buy" rating for the company [2][9]. Core Insights - The company achieved a revenue of 67.09 billion yuan in 2024, a year-on-year increase of 9.1%, and a net profit of 1.1 billion yuan, up 1.3% year-on-year [6]. - The company is expected to continue expanding its production capacity, with plans to add two new polyester filament production lines in 2025, which will support ongoing revenue growth [7][9]. - The industry is experiencing a slowdown in production capacity growth, with the compound annual growth rate (CAGR) expected to decrease from 7.1% (2017-2023) to 1.5% (2024-2026) [7]. Financial Performance Summary - In Q4 2024, the company reported a revenue of 17.89 billion yuan, a year-on-year increase of 3.6%, and a net profit of 355 million yuan, up 77.9% year-on-year [6]. - For Q1 2025, the company recorded a revenue of 14.56 billion yuan, a year-on-year increase of 0.7%, and a net profit of 306 million yuan, up 11.4% year-on-year [6]. - The company’s polyester filament production capacity reached 8.05 million tons by the end of 2024, with a market share exceeding 12% [6][7]. Production and Sales Insights - In 2024, the company’s sales volumes for POY, FDY, and DTY were 5.25 million tons, 1.5 million tons, and 810 thousand tons, representing year-on-year increases of 13.4%, 5.5%, and 5.6% respectively [6]. - The average market prices for POY, FDY, and DTY in 2024 were 7,457 yuan, 8,019 yuan, and 8,901 yuan per ton, showing slight declines compared to the previous year [6]. Future Outlook - The company is projected to achieve net profits of 1.415 billion yuan, 1.860 billion yuan, and 2.160 billion yuan for 2025, 2026, and 2027 respectively, indicating year-on-year growth rates of 28.6%, 31.5%, and 16.1% [9]. - The overall profitability is expected to improve, with gross margins projected to increase from 5.6% in 2024 to 6.6% by 2027 [10].