上海市锦天城律师事务所 关于彤程新材料集团股份有限公司 2023年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 锦 天 城 律师事务 所 ALLBRIGHT LAW OFFICES 地址：上海市浦东新区银城中路501号上海中心大厦11/12层 传真: 021-20511999 电话: 021-20511000 邮编: 200120 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 关于彤程新材料集团股份有限公司 2023年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 致:彤程新材料集团股份有限公司 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、法规和规范性文件和《彤程新材料集团股份有限公司章程》〈以下简称"《公司 章程》")、公司《彤程新材料集团股份有限公司2023年限制性股票激励计划(草 案)》(以下简称"《激励计划》")等有关规定,上海市锦天城律师事务所(以下 简称"本所"）接受彤 ...

一、主要会计数据和财务指标 | 报告期指标 | 2025年一季报 | 2024年一季报 | 本年比上年增减(%) | 2023年一季报 | | --- | --- | --- | --- | --- | | 基本每股收益（元） | 0.2700 | 0.2400 | 12.5 | 0.1400 | | 每股净资产（元） | 5.64 | 5.67 | -0.53 | 5.15 | | 每股公积金(元) | 1.41 | 1.53 | -7.84 | 1.59 | | 每股未分配利润(元) | 3.10 | 3.10 | 0 | 2.53 | | 每股经营现金流(元) | - | - | - | - | | 营业收入(亿元) | 8.56 | 7.82 | 9.46 | 6.65 | | 净利润(亿元) | 1.6 | 1.44 | 11.11 | 0.83 | | 净资产收益率(%) | 4.66 | 4.21 | 10.69 | 2.69 | 数据四舍五入，查看更多财务数据>> 二、前10名无限售条件股东持股情况 前十大流通股东累计持有： 43969.54万股，累计占流通股比： 73.81%，较上期变化： ...

Financial Performance - The company's operating revenue for Q1 2025 was CNY 782,426,842.55, representing a year-on-year increase of 9.41%[4] - The net profit attributable to shareholders was CNY 144,383,762.86, reflecting a growth of 10.92% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses surged by 88.77% to CNY 159,893,942.25[4] - The basic and diluted earnings per share were both CNY 0.24, an increase of 12.50% year-on-year[4] - Total operating revenue for Q1 2025 reached ¥856,045,616.23, an increase of 9.4% compared to ¥782,426,842.55 in Q1 2024[20] - Net profit for Q1 2025 was ¥164,326,335.84, compared to ¥147,695,524.43 in Q1 2024, representing an increase of 11.3%[21] - Earnings per share for Q1 2025 were ¥0.27, up from ¥0.24 in Q1 2024[22] Assets and Liabilities - Total assets at the end of the reporting period were CNY 8,703,143,894.96, up 3.50% from the end of the previous year[5] - As of March 31, 2025, the company's total assets amounted to approximately 8.70 billion RMB, an increase from 8.41 billion RMB at the end of 2024[14] - The company's total liabilities increased to ¥5,179,983,775.52 in Q1 2025 from ¥4,949,796,606.51 in Q1 2024, marking a growth of 4.6%[17] - The company's total current assets reached approximately 3.14 billion RMB, compared to 2.95 billion RMB, marking an increase of about 6.3%[15] Cash Flow - The net cash flow from operating activities decreased by 60.25% to CNY 45,304,425.47, primarily due to increased production inventory and timing differences in collections[4][7] - Cash flow from operating activities for Q1 2025 was $18,007,550.12, a decrease of 60.24% compared to $45,304,425.47 in Q1 2024[24] - Total cash inflow from operating activities in Q1 2025 was $576,686,477.14, slightly down from $582,229,724.30 in Q1 2024[24] - Cash outflow from operating activities increased to $558,678,927.02 in Q1 2025, compared to $536,925,298.83 in Q1 2024, reflecting a rise of 4.0%[24] - Cash flow from investing activities showed a net outflow of $185,816,861.43 in Q1 2025, worsening from a net outflow of $146,266,000.98 in Q1 2024[25] - Cash inflow from financing activities increased significantly to $827,500,356.86 in Q1 2025, up from $545,000,000.00 in Q1 2024, representing a growth of 51.8%[25] Shareholder Information - The equity attributable to shareholders increased by 2.32% to CNY 3,431,832,527.83[5] - The total number of ordinary shareholders at the end of the reporting period was 48,588[8] - The company reported a 0.50% shareholding ratio for its repurchase account, holding 3,001,917 shares[10] Investments and Acquisitions - The company plans to invest up to $70 million (approximately 500 million RMB) to establish a rubber additive production base in Thailand through its wholly-owned subsidiary Red Avenue Group Limited[11] - The company acquired a 17.3278% stake in Beijing Kehua Microelectronics Materials Co., Ltd. for 112.63 million RMB, increasing its ownership to 87.8597%[12] Research and Development - Research and development expenses for Q1 2025 were ¥54,814,624.91, up from ¥45,592,907.65 in Q1 2024, indicating a 20.2% increase[20] Other Financial Metrics - The weighted average return on net assets was 4.66%, an increase of 0.45 percentage points compared to the previous year[4] - The company received government subsidies amounting to CNY 254,437.43, which are closely related to its normal business operations[6] - The company's cash and cash equivalents increased to approximately 1.25 billion RMB from 1.17 billion RMB, reflecting a growth of about 6.5%[14] - Accounts receivable rose to approximately 843.50 million RMB, up from 782.42 million RMB, indicating an increase of about 7.8%[14] - Short-term borrowings increased to approximately 923.75 million RMB from 789.04 million RMB, representing a growth of about 17%[15] - The company’s long-term equity investments increased to approximately 2.23 billion RMB from 2.13 billion RMB, reflecting a growth of about 4.8%[15] - The company’s non-current assets totaled approximately 5.56 billion RMB, slightly up from 5.45 billion RMB, indicating a growth of about 2%[15] - The impact of exchange rate changes on cash and cash equivalents was positive at $1,008,288.94 in Q1 2025, contrasting with a negative impact of -$1,994,750.01 in Q1 2024[25]

股票代码：603650 股票简称：彤程新材 编号：2025-035 债券代码：113621 债券简称：彤程转债 彤程新材料集团股份有限公司 关于公司 2025 年一季度主要经营数据的公告 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。 彤程新材料集团股份有限公司（以下简称"公司"）主要业务为新材料的研 发、生产、销售和相关贸易业务等，根据上海证券交易所发布的《上海证券交易 所上市公司自律监管指引第 3 号行业信息披露：第十三号——化工》及相关要求， 现将公司 2025 年一季度主要业务板块经营数据披露如下： 二、主要化工产品和原材料的价格变动情况 （一）2025 年一季度公司主要化工产品价格变动情况（不含税） | 主要原料 | 采购均价（元/吨） | | | | 同比变动比 | 季度环比变 | | --- | --- | --- | --- | --- | --- | --- | | | | 2025 年一季度 | 2024 | 年一季度 | 率（%） | 动率（%） | | 苯酚 | 6,904.00 | | | 6,725 ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expectation of stock price appreciation exceeding 15% over the next six months [6]. Core Insights - The company achieved a revenue of 3.27 billion yuan in 2024, marking an 11.10% year-on-year increase, and a net profit of 517 million yuan, which is a 27.10% increase compared to the previous year [1][2]. - The semiconductor photoresist business is experiencing accelerated growth, with revenue reaching 303 million yuan, reflecting a 50.43% year-on-year increase [3]. - The company is positioned as a leading domestic producer in the semiconductor photoresist sector, benefiting from new product launches and capacity expansion [3]. Financial Performance - In 2024, the company reported a gross margin of 24.84%, up by 1.16 percentage points year-on-year, and a net profit margin of 16.33%, an increase of 2.60 percentage points year-on-year [2]. - The revenue from traditional rubber additives was 2.443 billion yuan, a 7.14% increase, while electronic chemicals revenue reached 746 million yuan, growing by 32.63% [2]. - The company forecasts net profits of 632 million yuan, 758 million yuan, and 886 million yuan for 2025, 2026, and 2027 respectively, with corresponding P/E ratios of 30.62X, 25.54X, and 21.83X [4][5]. Business Segments - The semiconductor photoresist segment is a key growth driver, with significant increases in specific products such as I-line photoresist (up 61%) and KrF photoresist (up 69%) [3]. - New product sales accounted for 43% of total sales, with the top eight new products contributing 80% of the revenue [3]. - The company is also expanding its production capacity with projects that are expected to yield significant revenue once fully operational [3].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative increase of over 15% compared to the CSI 300 index in the next six months [1][14]. Core Insights - The company achieved a record revenue of RMB 3.27 billion in 2024, representing an 11.1% year-on-year growth, with a net profit of RMB 517 million, up 27.1% year-on-year [4][5]. - The electronic chemicals segment saw significant growth, with revenue reaching RMB 745 million, a 32.63% increase from the previous year, and its share of total revenue rising to 22.81% from 18.82% [5][6]. - The semiconductor materials segment reported a remarkable 50.43% growth in revenue, driven by strong performance in various photolithography products [6][8]. Revenue and Profit Forecast - The company forecasts net profits of RMB 601 million, RMB 735 million, and RMB 799 million for 2025, 2026, and 2027, respectively, with corresponding PE ratios of 32, 26, and 24 times [8][9]. - Revenue is expected to grow to RMB 3.67 billion in 2025, with a growth rate of 12.33%, and further to RMB 4.24 billion by 2027, with a growth rate of 5.71% [9][10]. Business Segments Performance - The main business segments include specialty materials for automotive and tires, electronic chemicals, and fully biodegradable materials, with electronic chemicals showing the most significant growth [5][6]. - The company is actively expanding its electronic chemicals business, with multiple projects under construction and expected to contribute to future revenue growth [5][8]. Financial Metrics - The company reported a gross margin of 23.68% in 2023, projected to improve to 24.84% in 2024, and further increase in subsequent years [11]. - The return on equity (ROE) is expected to rise from 11.93% in 2023 to 21.91% by 2027, indicating improved profitability and efficiency [11].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative increase of over 15% compared to the CSI 300 index in the next six months [1][14]. Core Insights - The company achieved a record revenue of RMB 3.27 billion in 2024, representing an 11.1% year-on-year growth, with a net profit of RMB 517 million, up 27.1% year-on-year [4][5]. - The electronic chemicals segment saw significant growth, with revenue reaching RMB 745 million, a 32.63% increase from the previous year, and its share of total revenue rising to 22.81% from 18.82% [5][6]. - The semiconductor materials segment reported a remarkable 50.43% growth in revenue, driven by strong performance in various photolithography products [6][8]. Summary by Sections Financial Performance - In 2024, the company reported total revenue of RMB 3.27 billion, with a net profit of RMB 517 million, leading to a cash dividend proposal of RMB 0.5 per share, totaling RMB 298 million [4][5]. - The revenue growth rate for 2024 is projected at 11.10%, with further growth expected in subsequent years [9]. Business Segments - The main business segments include specialty materials for automotive and tires, electronic chemicals, and fully biodegradable materials [5]. - The electronic chemicals segment is expanding rapidly, with ongoing projects expected to contribute to future revenue growth [5][8]. Future Projections - The company forecasts net profits of RMB 601 million, RMB 735 million, and RMB 799 million for 2025, 2026, and 2027, respectively, with corresponding PE ratios of 32, 26, and 24 [9][10]. - Revenue is expected to continue growing, with projections of RMB 3.67 billion in 2025 and RMB 4.24 billion in 2027 [9].

Core Insights - Tongcheng New Materials reported a record high revenue of 3.27 billion yuan in 2024, representing an 11.10% year-on-year increase, and a net profit of 517 million yuan, up 27.10% year-on-year [1] - The growth in net profit is attributed to improved profitability in core business operations and income from investments in joint ventures, despite a fixed asset impairment provision related to the biodegradable materials project [1][10] Business Segments - The company operates in three main segments: special materials for automotive/tire applications, electronic chemicals, and fully biodegradable materials [1] - The fully biodegradable materials segment generated revenue of 80.92 million yuan in 2024, with a gross margin of -58.32% due to high production costs [3][4] Product Performance - The revenue and cost breakdown for key products shows that phenolic resin generated 1.78 billion yuan in revenue with a gross margin of 28.73%, while electronic materials achieved a gross margin of 29.80% [4] - The average selling price of biodegradable materials decreased by 10.14% to 9,643 yuan per ton compared to the previous year [6] Production and Sales Data - In 2024, the production volume of biodegradable plastics was 9,942 tons, with sales of 8,391 tons and an ending inventory of 6,091 tons [5] - The company experienced an increase in production and sales of special rubber additives and electronic materials, with production volumes rising by 8.59% and 30.97%, respectively [5] Market Challenges - The biodegradable materials segment faces challenges such as insufficient market demand, overcapacity risks, and regulatory issues regarding plastic bans [12] - The company is committed to promoting its biodegradable materials business and developing high-value projects despite current market difficulties [12] Innovations and Developments - The company has successfully developed high-performance biodegradable products using BASF's PBAT technology, including agricultural films that meet international standards [8][9] - Tongcheng New Materials is actively involved in setting national standards for biodegradable materials and is progressing on key research projects related to biodegradable packaging [9]

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company achieved a revenue of 3.27 billion yuan in 2024, representing a year-on-year growth of 11.10%, and a net profit attributable to shareholders of 517 million yuan, up 27.10% year-on-year [1] - The semiconductor photoresist business saw significant growth, with revenue reaching 303 million yuan, a 50.4% increase year-on-year, while the panel photoresist segment generated 330 million yuan, growing by 26.8% [2] - The company has entered trial production for its advanced polishing pad project, which is expected to generate annual sales of approximately 800 million yuan upon reaching full capacity [3] Summary by Sections Financial Performance - In 2024, the company reported a revenue of 3.27 billion yuan and a net profit of 517 million yuan, with a quarterly revenue of 845 million yuan in Q4, reflecting a 13.01% year-on-year increase [1][2] - The company’s investment income rose significantly to 316 million yuan, a 40.4% increase, primarily due to the strong performance of its joint venture [2] Product Development - The company launched 27 new products in the semiconductor photoresist category, with new product sales accounting for 43% of total sales [3] - The company has successfully developed new products for AMOLED panel customers, achieving mass production sales with several key clients [3] Profit Forecast and Valuation - The report projects net profits for 2025, 2026, and 2027 to be 637 million yuan, 760 million yuan, and 877 million yuan respectively, maintaining the previous profit forecasts for 2025 and 2026 [3][5]

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company achieved a revenue of 3.27 billion yuan in 2024, representing an 11.10% year-on-year growth, and a net profit attributable to shareholders of 517 million yuan, which is a 27.10% increase [1] - The semiconductor photoresist business saw significant growth, with revenue reaching 303 million yuan, up 50.4% year-on-year, while the panel photoresist segment generated 330 million yuan, a 26.8% increase [2] - The company has entered trial production for its advanced polishing pad project, which is expected to generate an annual sales revenue of approximately 800 million yuan upon reaching full capacity [3] Summary by Sections Financial Performance - In Q4 2024, the company reported a revenue of 845 million yuan, a 13.01% increase year-on-year, but a slight decrease of 0.39% quarter-on-quarter [1] - The company’s investment income rose significantly to 316 million yuan, a 40.4% increase, primarily due to the high profit growth of its associate company [2] Product Development - The company launched 27 new products in the semiconductor photoresist category, with new product sales accounting for 43% of total sales [3] - The company successfully expanded its customer base for display photoresists, achieving mass production sales for certain products targeting AMOLED panel customers [3] Profit Forecast and Valuation - The company’s net profit forecasts for 2025, 2026, and 2027 are 637 million yuan, 760 million yuan, and 877 million yuan, respectively [3] - The report projects a steady increase in revenue and profit margins, with a gross margin expected to rise from 24.8% in 2024 to 26.4% by 2027 [11]