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 二〇二五年十二月 2025 年第七次临时股东会的 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 2025 年第七次临时股东会的 法律意见书 致：新凤鸣集团股份有限公司（以下简称"公司"） 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2025年第七次临时股东会（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章程》（以下简称"《公 司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席会议人 员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 1．本 ...

证券代码：603225 证券简称：新凤鸣 公告编号：2025-115 新凤鸣集团股份有限公司 2025年第七次临时股东会决议公告 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)股东会召开的时间：2025 年 12 月 4 日 (二)股东会召开的地点：浙江省桐乡市梧桐街道履祥路 501 号公司二十四楼会议 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： | 1、出席会议的股东和代理人人数 | 272 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 920,327,543 | | 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（%） | 61.5527 | (四)表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由董事会召集，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。本次股东会的召开以及表决方式符合《中华人民 ...

新凤鸣公告称，公司于2025年相关会议审议通过吸收合并全资子公司中盈化纤的议案，完成后中盈化纤 法人资格将注销，其全部资产等由公司承继，不涉及公司名称等变化。根据规定，债权人自接到通知起 若干日内、未接到通知者自公告披露日起若干日内，有权要求公司清偿债务或提供担保。债权申报时间 为2025年12月5日至2026年1月18日工作日9:00 - 17:00，可通过现场、邮寄或邮件方式申报。 ...

Investment Rating - The report maintains an investment rating of "Outperform the Market - A" for the chemical industry [4]. Core Insights - The global chemical competition landscape is being reshaped, with European and Japanese companies facing capacity exits due to high energy costs and environmental pressures, while Chinese companies are rapidly gaining market share due to significant cost advantages [1][15]. - The EU chemical capacity utilization rate has decreased from 75.6% in Q2 2025 to 74.6% in Q3 2025, significantly below the long-term average of 81.3% [2][31]. - China's chemical industry is characterized by high capital investment and R&D, leading to a strong cost advantage and enhanced global competitiveness [3][36]. Summary by Sections 1. Europe: Dual Dilemma of High Energy Costs and Environmental Pressure - European chemical companies are heavily reliant on natural gas, with over 40% of raw materials sourced from it, leading to increased production costs [20]. - The average wholesale electricity price in the EU rose by 30% year-on-year to $90 per megawatt-hour in H1 2025, expected to be twice that of the US and 1.5 times that of China [2][20]. - The EU's carbon emissions trading system (ETS) and the Carbon Border Adjustment Mechanism (CBAM) are tightening regulations, further squeezing the competitiveness of European chemical products [23][29]. 2. China: Scale Effects and Cost Advantages of Super Factories - China leads globally in chemical capital expenditure and R&D, accounting for 47% and 32% of the global total, respectively [36][38]. - The production capacity of ethylene in China has doubled from 26.69 million tons in 2019 to 54.49 million tons in 2024, with import dependency decreasing from 8.8% to 5.0% [10]. - Major Chinese companies like Wanhua Chemical are expected to further reduce costs through technological upgrades and capacity expansions, enhancing their competitive edge [9][12]. 3. Domestic Chemical Core Assets Exhibit Strong Competitive Strength - The report highlights the increasing global influence of Chinese chemical companies, which are leveraging cost, scale, and technological advantages to expand their market presence [12]. - Key players in the industry include Wanhua Chemical, Hualu Hengsheng, and others, which are positioned to benefit from the ongoing industry consolidation and optimization [12].

Investment Rating - The report maintains a "Recommended" rating for the chemical industry [1] Core Insights - The chemical industry is expected to benefit from a shift in supply chain dynamics due to geopolitical tensions, particularly in semiconductor materials, leading to accelerated domestic replacements [5][6] - The chromium salt industry is experiencing a value reassessment driven by increased demand from AI data centers and commercial aircraft engines, with significant price increases noted [8][9] - The report highlights a potential upturn in the chemical industry as supply-side constraints and rising demand could enhance profitability and dividend yields for leading companies [6][10] Summary by Sections Industry Performance - The basic chemical sector has shown a 24.0% increase over the past 12 months, outperforming the CSI 300 index, which increased by 16.9% [3] Key Opportunities - Focus on low-cost expansion opportunities in companies such as Wanhua Chemical and Hualu Hengsheng, as well as sectors like tire manufacturing and pesticide formulations [6][9] - Emphasis on sectors with improving market conditions, including chromium salts, phosphate rock, and polyester filament [9][10] Price Trends - Recent price increases for key products include chromium oxide green at 35,500 CNY/ton and metallic chromium at 84,000 CNY/ton, both up by 1,000 CNY/ton from the previous week [8][16] - The report notes a tightening supply for isooctanol, with prices rising due to increased demand and production disruptions [13] Company Focus - The report identifies several key companies for investment, including Dongfang Shenghong, Hubei Yihua, and Wanhua Chemical, with positive earnings forecasts and attractive price-to-earnings ratios [28]

Core Viewpoint - The stock of Xin Feng Ming has experienced fluctuations, with a recent decline of 2.03%, while showing a year-to-date increase of 55.19% and a market capitalization of 25.81 billion yuan [1]. Financial Performance - For the period from January to September 2025, Xin Feng Ming reported a revenue of 51.54 billion yuan, representing a year-on-year growth of 4.77%, and a net profit attributable to shareholders of 869 million yuan, which is a 16.53% increase compared to the previous year [2]. - The company has distributed a total of 1.733 billion yuan in dividends since its A-share listing, with 720 million yuan distributed over the last three years [3]. Shareholder Information - As of November 20, 2025, the number of shareholders for Xin Feng Ming increased to 20,900, up by 2.77%, while the average circulating shares per person decreased by 2.69% to 72,451 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the ninth largest, holding 16.73 million shares as a new shareholder [3]. Business Overview - Xin Feng Ming Group Co., Ltd. specializes in the research, production, and sales of polyester filament, short fibers, and PTA, with its main business revenue composition being POY (42.73%), PTA (13.29%), FDY (13.27%), short fibers (11.16%), DTY (10.16%), and others [1]. - The company is classified under the basic chemical industry, specifically in chemical fibers and polyester, and is involved in several concept sectors including new materials and the Yangtze River Delta integration [1].

Core Viewpoint - The chemical sector has shown significant strength in the market, outperforming major indices like the Shanghai Composite and CSI 300, driven by a "de-involution" trend and favorable supply-demand dynamics [1][2][7]. Group 1: Market Performance - The Shanghai Composite Index weakened towards the end of the trading day, while the ChiNext Index turned negative, with the chemical sector leading the gains [1]. - The Chemical ETF (516020) experienced a daily increase of 1.30%, with a trading volume of 1.13 billion yuan [1]. - The cumulative increase of the Chemical ETF's underlying index reached 26.07% year-to-date, significantly outperforming the Shanghai Composite Index (15.62%) and the CSI 300 Index (14.75%) [2][3]. Group 2: Stock Performance - Notable stocks in the chemical sector included Xin Fengming, which rose by 5.75%, and several others like Lu Xi Chemical and Wan Hua Chemical, which saw increases of over 3% [2][4]. - The trading volume and transaction amounts for leading stocks indicate strong investor interest, with Wan Hua Chemical achieving a transaction amount of 2.464 billion yuan [2]. Group 3: Industry Trends - The solid-state battery concept remains active, with a significant increase in lithium battery material demand, as evidenced by the rise in electrolyte prices from approximately 19,400 yuan/ton at the beginning of the year to 54,250 yuan/ton recently [5]. - The current price-to-book ratio of the chemical sector stands at 2.27, indicating a relatively low valuation compared to historical levels, suggesting potential for long-term investment [5]. Group 4: Future Outlook - The chemical industry is expected to experience a dual uplift in performance and valuation due to the "de-involution" trend, with leading companies likely to gain market share through improved management and energy efficiency [7]. - Analysts predict that the chemical sector may see a cyclical upturn starting in 2026, driven by supply-side reforms and increased demand, particularly as the U.S. enters a rate-cutting cycle [7]. Group 5: Investment Strategy - Investors are encouraged to consider the Chemical ETF (516020) for efficient exposure to the sector, as it tracks the CSI Sub-Industry Chemical Index and includes a diversified portfolio of leading stocks [8].

Core Viewpoint - The A-share market is at a critical point of style rebalancing by the end of 2025, with the ongoing "anti-involution" policy reshaping the investment logic in cyclical industries [2] Group 1: Market Dynamics - Since Q3 2025, the A-share market has shown a significant "technology + cyclical" dual-driven pattern, indicating a transition from a single growth line to a balanced allocation of "growth + value" [4] - The performance improvement in cyclical sectors is sustainable, with a 23% year-on-year increase in the exit scale of backward production capacity in industries like chemicals and non-ferrous metals as of Q3 2025 [4] Group 2: Drivers of Market Style Shift - Three main supports for the current market style switch include: 1. The technology sector's significant cumulative increase, with the electronics industry up 45% and communication equipment over 38% year-to-date as of November 2025, far exceeding the 14.7% rise of the CSI 300 index [6] 2. Institutional holdings in the technology sector nearing historical peaks, with TMT sector holdings surpassing 40.16% [6] 3. Clear policy signals from the Ministry of Industry and Information Technology regarding the chemical industry, enhancing the certainty of supply-side contraction in cyclical industries [6] Group 3: Chemical Industry Insights - The core logic for supply-side improvement in the chemical industry is driven by "downward capacity cycles + policy-guided exit," with fixed asset investment in the chemical raw materials sector decreasing by 5.6% year-on-year from January to September 2025 [8][11] - The chemical industry has significant advantages over traditional cyclical industries in capacity optimization efficiency, industry collaboration, and high-end transformation paths [12] Group 4: Demand Recovery - The recovery in demand for the chemical industry is supported by both domestic and overseas factors, with domestic engines including improved real estate conditions and a resurgence in textile exports [13][14] - China's chemical product sales have maintained the top global position, with sales amounting to approximately €2.24 trillion in 2023, accounting for 43.1% of global sales [16][17] Group 5: Investment Opportunities in the Chemical Sector - Investment opportunities in the chemical industry under the anti-involution wave include: 1. Selecting leading companies with strong management and cost control [20] 2. Focusing on three reversal areas: petrochemicals, coal chemicals, and polyester filament + PTA, with specific companies highlighted for their potential [21][22][23]

Market Overview - The chemical fiber sector increased by 1.08% on November 27, with Huilong New Materials leading the gains [1] - The Shanghai Composite Index closed at 3875.26, up 0.29%, while the Shenzhen Component Index closed at 12875.19, down 0.25% [1] Stock Performance - Huilong New Materials (301057) closed at 29.65, up 7.86% with a trading volume of 59,100 shares and a transaction value of 174 million [1] - New Fengming (603225) closed at 17.28, up 5.75% with a trading volume of 196,100 shares and a transaction value of 333 million [1] - Xinxiang Chemical Fiber (000949) closed at 4.58, up 2.92% with a trading volume of 536,400 shares and a transaction value of 244 million [1] - Other notable stocks include: - Caidi Industrial (603073) up 2.23% - Budweiser (601113) up 2.06% - Hengshen New Materials (000782) up 1.93% [1] Capital Flow - The chemical fiber sector saw a net inflow of 22.07 million from institutional investors, while retail investors experienced a net inflow of 1.61 million [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors showing more confidence compared to retail investors [2] Individual Stock Capital Flow - Xinxiang Chemical Fiber had a net inflow of 39.34 million from institutional investors, while it faced a net outflow of 20.51 million from speculative funds [3] - Huilong New Materials experienced a net inflow of 16.84 million from institutional investors, with a net outflow of 7.09 million from speculative funds [3] - New Fengming had a net inflow of 9.51 million from institutional investors, but a net outflow of 19.19 million from retail investors [3]

Group 1 - The core viewpoint of the news is that Xin Fengming has seen a stock price increase of 5.08%, reaching 17.17 CNY per share, with a total market capitalization of 26.177 billion CNY [1] - Xin Fengming Group Co., Ltd. is located in Tongxiang City, Zhejiang Province, and was established on February 22, 2000. It was listed on April 18, 2017. The company's main business involves the research, production, and sales of civilian polyester filament, short fibers, and PTA, which is one of its main raw materials [1] - The revenue composition of Xin Fengming includes: POY 42.73%, PTA 13.29%, FDY 13.27%, short fibers 11.16%, DTY 10.16%, and others 4.72% [1] Group 2 - From the perspective of fund holdings, one fund under E Fund has a significant position in Xin Fengming. E Fund Strategy Growth Mixed Fund (110002) held 2.7735 million shares in the third quarter, accounting for 3.92% of the fund's net value, making it the ninth largest holding [2] - The E Fund Strategy Growth Mixed Fund (110002) was established on December 9, 2003, with a latest scale of 1.149 billion CNY. It has achieved a return of 65.89% this year, ranking 291 out of 8130 in its category [2] - The fund manager of E Fund Strategy Growth Mixed Fund (110002) is Zhang Qi, who has been in the position for 3 years and 222 days, with a total asset scale of 5.119 billion CNY [3]