北京中伦（成都）律师事务所 关于新凤鸣集团股份有限公司 2024 年限制性股票激励计划第一期解除限售 相关事项的法律意见书 二〇二五年九月 致：新凤鸣集团股份有限公司（以下简称"新凤鸣"或"公司"） 北京中伦（成都）律师事务所 关于新凤鸣集团股份有限公司 2024 年限制性股票激励计划第一期解除限售 相关事项的法律意见书 法律意见书 根据本所与新凤鸣签署的《律师服务合同》，作为新凤鸣2024年限制性股票激励计 划（以下简称"本次股权激励计划"）的专项法律顾问，本所根据《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》"）、中国证券监督管理委员会（以下简称"中国证监会"）发布的《上市公司股 权激励管理办法》（以下简称"《管理办法》"）等法律、法规、规范性文件以及《新 凤鸣集团股份有限公司章程》（以下简称"《公司章程》"）的有关规定，就本次激励 计划实施第一期解除限售（以下简称"本次解除限售"）有关事项出具本法律意见书。 本所根据《公司法》《证券法》《管理办法》等现行的法律、法规、行政规章和规 范性文件的规定，以及《公司章程》《新凤鸣集团股份有限公司2024年限 ...

Investment Rating - The report maintains an "Outperform" rating for the chemical industry [2] Core Viewpoints - The PTA industry is expected to see a cyclical bottoming out, with leading companies discussing coordinated production cuts to improve supply-demand dynamics [27][28] - The domestic PTA capacity has rapidly expanded from 46.69 million tons in 2019 to 84.28 million tons in 2024, with a CAGR of 12.5% [27] - The report highlights the potential for a new cyclical upturn in the PTA market, driven by the exit of older, high-cost production capacities and a stabilization in domestic and international textile demand [28][29] Market Performance - The basic chemical sector underperformed the market, with the industry index declining by 1% during the week of September 19-26, while the Shanghai Composite Index rose by 0.2% [15][20] - Year-to-date, the basic chemical industry index has increased by 22.3%, outperforming the Shanghai Composite Index by 8 percentage points [15][21] Key News and Company Announcements - Recent discussions among leading PTA companies regarding coordinated production cuts are expected to enhance industry self-discipline and avoid disorderly competition [26][27] - Xinxiang Chemical Fiber announced a planned shutdown of 31,200 tons of viscose filament capacity for maintenance starting October 1, 2025, which is anticipated to tighten supply in the viscose filament market [26][29] Price and Margin Analysis - The report notes that the price difference for PTA has narrowed to within 200 RMB/ton, indicating significant pressure on profitability for many companies [27] - The viscose filament industry is expected to see price increases driven by seasonal demand and coordinated actions among leading companies [29] Investment Recommendations - The report suggests focusing on companies such as Hengli Petrochemical, Tongkun Co., and Xinfonming, which are well-positioned to benefit from the expected improvements in the PTA market [28][29] - For viscose filament, attention is drawn to Xinxiang Chemical Fiber and Jilin Chemical Fiber, which may experience profit elasticity due to potential price increases [29]

Investment Rating - The industry investment rating is "Positive" as the industry index is expected to outperform the benchmark [148]. Core Insights - The report highlights that domestic and international refining project price differentials have shown a decline, with domestic key refining project price differential at 2338.86 CNY/ton, down by 1.52% week-on-week, while the international price differential is at 1062.71 CNY/ton, down by 9.32% [2][3]. - Brent crude oil average price for the week ending September 26, 2025, was 68.03 USD/barrel, reflecting a slight increase of 0.71% [2][3]. - The report indicates that the refining sector is facing mixed signals, with international oil prices experiencing volatility due to geopolitical factors and economic data from the US raising concerns about demand [2][14]. - In the chemical sector, prices for petrochemical products have generally weakened, with price differentials narrowing across various products [2][46]. - The polyester and nylon sectors are experiencing price declines, with polyester filament factories slightly reducing production while facing weak demand [2][81][115]. Summary by Sections Refining Sector - The report notes fluctuations in oil prices, with Brent and WTI prices increasing by 3.45 and 3.04 USD/barrel respectively from the previous week [14]. - Domestic diesel and gasoline prices have slightly decreased, with average prices at 6905.29 CNY/ton and 7995.14 CNY/ton respectively [14]. Chemical Sector - Polyethylene prices have shown slight declines, with LDPE, LLDPE, and HDPE averaging 9685.71 CNY/ton, 7148.00 CNY/ton, and 8000.00 CNY/ton respectively [53][66]. - The report indicates that the MMA market is showing price stability due to limited supply pressure, with MMA averaging 10242.86 CNY/ton [66]. Polyester & Nylon Sector - PX prices have decreased, with the current average at 5757.10 CNY/ton, while PTA prices are also down to 4537.86 CNY/ton [81][96]. - The report highlights that the demand for polyester filament remains weak, with production adjustments being made in response to inventory levels [81][123]. Market Performance - The report tracks the stock performance of six major refining companies, noting significant weekly changes, with Rongsheng Petrochemical up by 4.55% and Dongfang Shenghong down by 3.32% [134][135]. - The overall performance of the refining index has increased by 44.48% since September 4, 2017, outperforming both the oil and petrochemical industry indices [137].

Group 1 - The report highlights the top ten convertible bonds for October, emphasizing companies like Zhengfan Technology, Wentai Technology, and Huanxu Electronics, which are positioned for growth in their respective sectors [1][2][57]. - Zhengfan Technology's non-equipment business is a key driver of its continuous performance growth, focusing on high-tech industries such as integrated circuits and biopharmaceuticals [8][9]. - Wentai Technology is recognized as a global leader in automotive semiconductors, with a strong focus on high ASP products that support its future growth [38][39]. Group 2 - Huanxu Electronics provides comprehensive manufacturing services for electronic products, with a strong presence in cloud computing and data centers, indicating robust demand in these sectors [46][48]. - The report suggests that the "反内卷" (anti-involution) trend may create opportunities for midstream sectors like new energy and steel, which could see price recoveries [2][58]. - The report anticipates that the inflow of fixed-income funds into the convertible bond market will continue, supporting valuations and reducing the likelihood of significant declines in October [2][58]. Group 3 - The report identifies specific convertible bonds to watch, including those from companies like TianNeng Heavy Industry, which is a domestic leader in wind power tower manufacturing, and is expected to benefit from increasing demand in the renewable energy sector [42][43]. - The agricultural chemical sector is highlighted through Hebang Biological, which is experiencing improved profitability due to favorable supply-demand dynamics in glyphosate products [24][27]. - The report also notes that companies like Youfa Group are poised to benefit from the new round of supply-side reforms, enhancing their national and international market presence [19][20].

Market Overview - The chemical fiber sector experienced a significant increase of 3.48% on September 26, with Shenyang Chemical leading the gains [1] - In contrast, the Shanghai Composite Index closed at 3828.11, down 0.65%, while the Shenzhen Component Index closed at 13209.0, down 1.76% [1] Key Performers - Shenyang Chemical (600810) closed at 11.06, up 10.05% with a trading volume of 270,600 shares and a transaction value of 296 million [1] - Sanfangxiang (600370) also saw a rise of 10.00%, closing at 2.20 with a trading volume of 547,100 shares [1] - New Fengming (603225) increased by 9.43%, closing at 16.60 with a trading volume of 491,400 shares [1] - Other notable performers include Xinxiang Chemical Fiber (000949) up 6.73% and Anhui Wuwei High-tech (600063) up 5.15% [1] Fund Flow Analysis - The chemical fiber sector saw a net inflow of 392 million from institutional investors, while retail investors experienced a net outflow of 310 million [2][3] - The main funds' net inflow for Shenyang Chemical was 76.46 million, representing 25.83% of its total trading volume [3] - Sanfangxiang had a net inflow of 35.76 million, accounting for 30.56% of its trading volume [3] Summary of Individual Stocks - Shenyang Chemical: 10.05% increase, 27,060 shares traded, 296 million transaction value [1] - Sanfangxiang: 10.00% increase, 547,100 shares traded [1] - New Fengming: 9.43% increase, 491,400 shares traded [1] - Xinxiang Chemical Fiber: 6.73% increase, 1,287,800 shares traded [1] - Anhui Wuwei High-tech: 5.15% increase, 1,880,300 shares traded [1]

Group 1 - The chemical sector experienced a significant increase on September 26, with the Chemical ETF (516020) showing a maximum intraday gain of 1.36% and closing up 0.82%, indicating a potential upward trend [1][3] - Key stocks in the petrochemical sector saw substantial gains, with Xin Fengming hitting the daily limit, Hengyi Petrochemical rising over 8%, Tongkun Co. increasing over 7%, and Rongsheng Petrochemical up over 4% [1][3] - The fundamentals of the chemical industry are improving, with low valuation leading to investment opportunities in both established leaders and high-growth emerging sectors [1][4] Group 2 - The demand side is expected to expand due to the steady implementation of fiscal and monetary policies, as well as "new" policies, which will optimize the supply-demand dynamics in the chemical industry [3][4] - As of September 25, the price-to-book ratio of the Chemical ETF (516020) was 2.21, placing it at a low point within the last decade, highlighting its long-term investment value [3][4] - The chemical industry is anticipated to see a recovery in profitability, with core assets entering a long-term value zone, suggesting a potential for both valuation and profit recovery [4][5] Group 3 - The chemical ETF (516020) tracks the CSI Sub-Industry Chemical Index, covering various sub-sectors, with nearly 50% of its holdings in large-cap leading stocks, providing a strong investment opportunity [4][5] - The industry is expected to benefit from a slowdown in global capacity expansion, which could enhance cash flow and dividend yields for Chinese chemical companies [4][5]

Core Viewpoint - The company is implementing a buyback and cancellation of 100,000 restricted stocks due to the departure of certain incentive recipients who no longer qualify for the incentive program [2][5]. Summary by Sections Buyback and Cancellation Reasons - The buyback and cancellation of restricted stocks is due to the departure of incentive recipients Ma Jianzhong and Shen Shijie, who no longer meet the incentive criteria [5]. Details of the Buyback and Cancellation - The decision for the buyback was approved in meetings held on July 25, 2025, by the company's board and supervisory committee [3]. - The buyback price is set at 6.72 yuan per share, totaling 100,000 shares, which represents 100% of the restricted stocks awarded to the two departing recipients [5][6]. Stock Structure Changes - After the buyback and cancellation, the remaining restricted stocks will total 12,783,000 shares [6]. - The total share capital before the buyback was 1,524,654,694 shares, with a minor adjustment due to convertible bond conversions [7]. Legal Compliance and Commitments - The company assures that the decision-making process and information disclosure comply with relevant laws and regulations, and that the rights of the incentive recipients and creditors are not harmed [8]. - A legal opinion confirms that the buyback and cancellation procedures have received necessary approvals and are in accordance with applicable laws [8].

Core Viewpoint - The company announced the repurchase and cancellation of 100,000 restricted shares due to the departure of certain incentive recipients who no longer qualify for the incentive program [2] Group 1 - The repurchased shares will be canceled by September 30, 2025 [2]

新凤鸣集团股份有限公司 股权激励限制性股票回购注销实施公告 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个别及连带责任。 重要内容提示： 回购注销原因：鉴于新凤鸣集团股份有限公司（以下简称"公司"）部分 激励对象离职已不再具备激励对象资格，公司将对上述已获授但尚未解除限售的 限制性股票共计 100,000 股进行回购注销。 本次注销股份的有关情况 | 回购股份数量 | 注销股份数量 | | 注销日期 | | | | | --- | --- | --- | --- | --- | --- | --- | | 100,000 股 | 100,000 | 股 | 2025 9 | 年 | 月 | 30 日 | | 股票代码：603225 | 股票简称：新凤鸣 | | | 公告编号：2025-088 | | --- | --- | --- | --- | --- | | 转债代码：113623 | 转债简称：凤 | 21 | 转债 | | （三）回购注销安排 一、本次限制性股票回购注销的决策与信息披露 1、2025 年 7 月 25 日，公司 ...

北京中伦（成都）律师事务所 关于新凤鸣集团股份有限公司 2024 年限制性股票激励计划调整回购 价格及回购注销部分限制性股票 相关事项的法律意见书 二〇二五年七月 本所仅就与本次调整回购价格及本次回购注销有关的中华人民共和国境内（以下简 称"中国境内"，为本法律意见书之目的，不包括香港特别行政区、澳门特别行政区和 台湾地区）法律问题发表法律意见，而不对有关会计、审计及资产评估等专业事项发表 1 法律意见书 北京中伦（成都）律师事务所 关于新凤鸣集团股份有限公司 2024 年限制性股票激励计划 调整回购价格及回购注销部分限制性股票 相关事项的法律意见书 致：新凤鸣集团股份有限公司（以下简称"新凤鸣"或"公司"） 根据本所与新凤鸣签署的《律师服务合同》，作为新凤鸣2024年限制性股票激励计 划（以下简称"本次股权激励计划"）的专项法律顾问，本所根据《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》"）、中国证券监督管理委员会（以下简称"中国证监会"）发布的《上市公司股 权激励管理办法》（以下简称"《管理办法》"）等法律、法规、规范性文件以及《新 凤鸣集团股份有限 ...