国浩律师(杭州) 事务所 五洲特种纸业集团股份有限公司 2023 年限制性股票激励计划授予事项 N 法律意见书 國浩律師(杭州)事務所 GRANDALL LAW FIRM (HANGZHOU) 地址:杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编:310008 关 于 Grandall Building, No.2 & No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 法律意见书 国浩律师(杭州)事务所 关于五洲特种纸业集团股份有限公司 2023 年限制性股票激励计划授予事项之 法律意见书 致:五洲特种纸业集团股份有限公司 根据五洲特种纸业集团股份有限公司(以下简称"五洲特纸"、"公司")与 国浩律师(杭州)事务所(以下简称"本所")签订的《专项法律服务委托协议》, 本所接受五洲特纸的委托,以特聘专项法律顾问的身份,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》、 《上市公司股权激励管理办法》(以下简称《管理办法》)等有关法律、行 ...

Group 1: Financial Performance - In 2022, the company reported a revenue of approximately 6 billion CNY and a sales volume of about 960,000 tons, both showing a 60% year-on-year growth [3] - Despite the revenue growth, net profit declined for the first time in five years due to rising costs, reflecting a challenging industry environment [3] - The overall gross margin decreased significantly due to raw material price increases and the performance impact of certain products [3] Group 2: Production and Sales Insights - The production increase was primarily driven by food-grade paper and glassine paper, attributed to the release of production capacity [3] - In Q1 2023, sales volume decreased quarter-on-quarter, although gross margin improved slightly due to a decrease in costs [3] - The company plans to enhance production and sales through technical upgrades and the successful launch of new product lines [3] Group 3: Market and Pricing Dynamics - The price of chemical pulp, which significantly contributes to profitability, is expected to decline, potentially improving cost conditions in the future [3] - The company is considering both domestic and international sources for wood chips to manage supply [4] - The pricing of paper products will depend on supply-demand dynamics and cost fluctuations [4] Group 4: Future Projects and Developments - The first phase of the new project in Hubei Hanchuan is expected to be operational by the end of Q2 2024, with plans for two industrial packaging production lines [4] - The company anticipates the release of new glassine products in Q4 2023, contingent on market conditions [4] - The production of 22,000 tons of transfer paper has begun trial production in Q1, with an expected ramp-up in capacity [4]

| 证券代码：605007 | 证券简称：五洲特纸 | 公告编号：2023-046 | | --- | --- | --- | | 债券代码：111002 | 债券简称：特纸转债 | | 五洲特种纸业集团股份有限公司 重要内容提示： 会议召开时间：2023 年 5 月 26 日(星期五) 下午 13:00-14:30 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心视频直播和网络文字互动 投资者可于 2023 年 5 月 19 日(星期五) 至 5 月 25 日(星期四)16:00 前登录 上证路演中心网站首页点击 " 提 问 预 征 集 " 栏 目 或 通 过 公 司 邮 箱 fivestarpaper@fivestarpaper.com 进行提问。公司将在说明会上对投资者普遍 关注的问题进行回答。 五洲特种纸业集团股份有限公司（以下简称"公司"）已于 2023 年 4 月 21 日发布公司 2022 年度报告，为便于广大投资者更全面深入地了解公司 2022 年度 经营成果、 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 1,258,385,503.70, representing a decrease of 5.45% compared to the same period last year[5] - The net profit attributable to shareholders of the listed company was a loss of CNY 29,821,102.06, a decline of 128.93% year-on-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of CNY 14,262,652.56, down 113.93% from the previous year[5] - The basic and diluted earnings per share were both CNY -0.07, reflecting a decrease of 126.92% compared to the same period last year[6] - The weighted average return on equity was -1.36%, a decrease of 6.12 percentage points year-on-year[6] - The company reported a net loss for Q1 2023, with total operating costs exceeding total operating revenue[18] - Operating profit for Q1 2023 was -26,442,732.83 RMB, down from 127,787,793.00 RMB in the same period last year[19] - The company reported a total comprehensive income of -29,821,102.06 RMB for Q1 2023, compared to 103,077,298.26 RMB in Q1 2022[20] - The basic and diluted earnings per share for Q1 2023 were both -0.07 RMB, compared to 0.26 RMB in Q1 2022[20] Assets and Liabilities - Total assets at the end of the reporting period were CNY 6,959,035,575.15, an increase of 5.97% from the end of the previous year[6] - The equity attributable to shareholders of the listed company was CNY 2,177,445,174.42, a decrease of 1.18% from the previous year[6] - Total assets reached RMB 6,959,035,575.15 as of March 31, 2023, compared to RMB 6,566,918,548.27 at the end of 2022, reflecting a growth of 6.0%[16] - Total liabilities amounted to RMB 4,781,590,400.73 as of March 31, 2023, an increase of 9.5% from RMB 4,363,561,428.41 at the end of 2022[16] - Shareholders' equity decreased to RMB 2,177,445,174.42 as of March 31, 2023, down from RMB 2,203,357,119.86 at the end of 2022, a decline of 1.2%[16] Cash Flow and Investments - The net cash flow from operating activities was a negative CNY 57,008,944.79, which is not applicable for year-on-year comparison[5] - Cash and cash equivalents increased to RMB 1,214,951,262.08 as of March 31, 2023, up from RMB 777,056,580.31 at the end of 2022, representing a growth of 56.2%[14] - Cash flow from financing activities in Q1 2023 was 347,288,161.89 RMB, an increase from 317,838,134.55 RMB in Q1 2022, indicating stronger financing efforts[23] - The cash flow from operating activities in Q1 2023 was -57,008,944.79 RMB, an improvement from -72,601,987.85 RMB in Q1 2022[22] - Cash and cash equivalents at the end of Q1 2023 totaled 667,098,997.88 RMB, compared to 118,004,881.24 RMB at the end of Q1 2022[23] Costs and Expenses - Total operating costs for Q1 2023 were RMB 1,272,086,732.98, an increase of 7.1% from RMB 1,187,138,163.54 in Q1 2022[18] - The main reason for the decline in net profit was the increase in raw material costs compared to the previous year[8] - Research and development expenses in Q1 2023 were 12,086,469.65 RMB, down from 27,770,214.27 RMB in Q1 2022, indicating a reduction in investment in innovation[19] - Financial expenses for Q1 2023 were 17,768,693.28 RMB, a decrease from 25,282,573.85 RMB in Q1 2022, reflecting improved cost management[19] Strategic Focus - The company plans to focus on improving operational efficiency and reducing costs in the upcoming quarters[18] - The company is exploring new product development and market expansion strategies to enhance revenue streams[18]

Financial Performance - The company's operating revenue for 2022 was CNY 5,962,075,626.72, an increase of 61.73% compared to CNY 3,689,521,698.59 in 2021[23] - The net profit attributable to shareholders for 2022 was CNY 205,196,268.00, representing a decrease of 47.41% from CNY 390,160,495.11 in 2021[23] - The net cash flow from operating activities decreased by 86.70% to CNY 36,194,008.30 in 2022, down from CNY 272,212,592.83 in 2021[23] - The total assets of the company increased by 44.47% to CNY 6,566,918,548.27 at the end of 2022, compared to CNY 4,545,566,769.62 at the end of 2021[24] - The net profit attributable to shareholders for Q4 2022 was a loss of CNY 18.79 million, following a profit of CNY 10.32 million in Q3 2022[27] - The net cash flow from operating activities was negative CNY 230.48 million in Q4 2022, indicating significant cash outflow[27] - Basic earnings per share decreased by 47.96% to CNY 0.51 in 2022 compared to CNY 0.98 in 2021[25] - The weighted average return on equity dropped by 11.97 percentage points to 9.55% in 2022 from 21.52% in 2021[25] Production and Sales - The company produced 561,600 tons of food packaging paper in 2022, with sales reaching 547,800 tons, both showing over 100% year-on-year growth[34] - The production and sales of the flagship product, glassine paper, increased by 12.12% and 28.53% respectively in 2022[34] - The company achieved a production volume of 961,300 tons and sales volume of 962,100 tons for the year 2022, representing year-on-year growth of 58.68% and 64.26% respectively[54] - Total sales revenue reached 5,962.08 million yuan, an increase of 61.59% year-on-year[54] Research and Development - Total R&D investment for 2022 was CNY 64.84 million, with 39 projects initiated or completed[35] - Research and development expenses increased by 20.44%, amounting to ¥64,844,270.18[56] - The company’s total R&D investment accounted for 1.09% of operating revenue[71] - The number of R&D personnel increased by 156, enhancing the company's R&D capabilities and sustainable development potential[73] Environmental Commitment - The company has maintained zero major environmental pollution incidents during the reporting period, emphasizing its commitment to green manufacturing[37] - The company invested 45.7831 million yuan in environmental protection during the reporting period[145] - The company has established a wastewater treatment system with a total design capacity of 66,000 m³/d across three production sites[146] - The company has implemented a self-monitoring plan for environmental protection in accordance with national regulations[156] - The company has optimized rain and sewage pipelines across its production sites to improve wastewater treatment efficiency[158] - The company has installed facilities to collect and treat waste gas to improve air quality[158] Corporate Governance - The company held three shareholder meetings during the reporting period, ensuring the protection of minority shareholders' rights through separate voting and public disclosure[102] - The board of directors convened seven meetings, maintaining compliance with legal requirements and enhancing decision-making through the establishment of specialized committees[103] - The supervisory board conducted five meetings, effectively overseeing major company matters and the performance of senior management[104] - The company has implemented strict internal control measures to ensure compliance with relevant laws and regulations, promoting healthy development[106] Shareholder Commitments - The company reported a commitment period of 36 months for major shareholders to not transfer or manage their shares post-IPO[165] - Major shareholders, including Zhao Yunfu and Lin Cailing, have pledged to not sell more than 25% of their shares annually while in management positions[166] - The company has established a lock-up period for shares, extending if stock prices fall below the IPO price for 20 consecutive trading days[166] - The company commits to not repurchase shares held by major shareholders during the lock-up period[165] Financial Management - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[6] - The company has not encountered any issues related to significant accounting errors or changes in accounting policies that would affect its financial statements[193] - The company has disclosed its daily related party transactions and received independent directors' approval for the expected transactions in 2022[197] Market Strategy - The company aims to enhance operational resilience by improving production efficiency and reducing procurement costs amid rising cost pressures[36] - The company is exploring international markets, expecting growth in exports as European paper producers face rising costs and potential production cuts[93] - The company is committed to refining management practices to improve operational efficiency and overall business performance[98] Risks and Challenges - The company faces risks from exchange rate fluctuations, particularly as most of its imported wood pulp is settled in USD, which may impact operational stability if the RMB continues to weaken against the USD[99] - Wood pulp prices, a significant cost component for the company, have been high since early 2021, and any future increases could adversely affect the company's profitability if not managed effectively[99] - Changes in government policies, including environmental, tax, and import/export regulations, could significantly impact the company's operations and profitability[99]

证券代码：605007 证券简称：五洲特纸 债券代码：111002 债券简称：特纸转债 五洲特种纸业集团股份有限公司 投资者关系活动记录表 编号：20221030-3 | --- | --- | --- | |-----------------------|--------------------------------|---------------------------------------------------------------------------------------------------------------------| | | □ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 □ | 业绩说明会 | | 类别 | □ 新闻发布会 □ | 路演活动 | | | 现场参观 | 电话会议 | | | □ 其他 | （请文字说明其他活动内容） | | | | | | | | 国金证券、万家基金、横琴淳臻投资、创金合信基金、磐厚动量、 阳光资管、融捷资产、浦银安盛基金、睿亿投资、九泰基金、百 | | 参与单位名称 | | 年保险、进门财经、睿郡兴聚、鑫巢 ...

证券代码：605007 证券简称：五洲特纸 债券代码：111002 债券简称：特纸转债 五洲特种纸业集团股份有限公司 投资者关系活动记录表 编号：20221030-4 | --- | --- | --- | |-----------------------|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | □ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 □ | 业绩说明会 | | 类别 | □ 新闻发布会 | □ 路演活动 | | | 现场参观 | 电话会议 | | | □ 其他 | （请文字说明其他活动内容） | | 参与单位名称 | 资、创金合信基金、汇安基金 | 中信建投、中融汇信、银华基金、惠升基 ...

Group 1: Company Performance - The company maintained good management of wood pulp procurement and inventory, which helped mitigate some cost pressures in the first half of the year [2] - In Q3, production cost increased, leading to a squeeze on gross margin [2] - Q3 production reached approximately 24wt, with sales exceeding 25wt; total production and sales for the first three quarters were both close to 75wt [2] Group 2: Future Outlook - The company aims to achieve the initial sales target of one million tons, leaving room for capacity expansion next year [3] - The focus for Q4 and beyond includes closely monitoring wood pulp prices and the progress of new overseas pulp production lines [3] - The company expects significant capacity improvements next year, with two new small production lines coming online [3] Group 3: Market Conditions - Q3 saw a decline in gross margin for food card products due to rising costs, despite a slight increase in sales prices [4] - The demand for glassine paper has remained strong throughout the year, with expectations for improved demand for food white card in Q4 compared to Q3 [4] Group 4: Production and Capacity Plans - The company plans to optimize the Jiangxi base, which is set to become a specialty paper base with a production capacity of 100,000 tons [3] - New production lines for transfer paper (22,000 tons) and drawing paper (15,000 tons) are expected to be launched next year [4] Group 5: Financial Considerations - The company reported a reasonable and healthy financial position, with a focus on managing costs related to wood pulp procurement [5] - The strategy for wood pulp procurement involves maintaining a one-month inventory and purchasing based on demand [5]

证券代码：605007 证券简称：五洲特纸 债券代码：111002 债券简称：特纸转债 五洲特种纸业集团股份有限公司 投资者关系活动记录表 编号：20221030-1 | --- | --- | --- | |-----------------------|--------------------------------|---------------------------------------------------------------------------------------------------------------------| | | □ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 □ | 业绩说明会 | | 类别 | □ 新闻发布会 □ | 路演活动 | | | 现场参观 | 电话会议 | | | □ 其他 | （请文字说明其他活动内容） | | 参与单位名称 | 平安资管、真龙资本、鹏扬基金、 | 国盛证券、永赢基金、兴银基金、信达证券、华安基金、国华兴 益资管、蜂巢基金、东兴证券、德邦基金、汇安基金、睿郡资产、 | | 会议时间 | 2022 ...

Financial Performance - The company's revenue for Q3 2022 reached ¥1,577,104,007.93, representing a year-on-year increase of 50.33%[6] - The net profit attributable to shareholders was ¥10,318,367.78, a significant decrease of 80.54% compared to the same period last year[6] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥2,631,934.25, down 94.91% year-on-year[6] - Basic earnings per share for the period were ¥0.03, a decline of 76.92% compared to the previous year[6] - Total operating revenue for the first three quarters of 2022 reached CNY 4,550,519,797.35, a significant increase from CNY 2,684,033,249.16 in the same period of 2021, representing a growth of approximately 69.7%[23] - Net profit for the third quarter of 2022 was CNY 223,987,450.44, down from CNY 314,121,288.78 in the same quarter of 2021, reflecting a decrease of approximately 28.6%[25] - Basic earnings per share for the third quarter of 2022 were CNY 0.56, compared to CNY 0.79 in the same quarter of 2021, showing a decline of approximately 29.1%[26] - The company reported a total comprehensive income of CNY 223,987,450.44 for the third quarter of 2022, down from CNY 314,121,288.78 in the same quarter of 2021, reflecting a decrease of about 28.6%[26] Assets and Liabilities - Total assets increased to ¥6,347,851,579.85, reflecting a growth of 39.65% compared to the end of the previous year[6] - As of September 30, 2022, total assets amounted to RMB 6,347,851,579.85, an increase from RMB 4,545,566,769.62 at the end of 2021, reflecting a growth of approximately 39.6%[19] - Current assets totaled RMB 3,227,190,433.28, up from RMB 2,198,106,677.84, indicating a growth of about 47% year-over-year[18] - The company reported a significant increase in non-current assets, totaling RMB 3,120,661,146.57, up from RMB 2,347,460,091.78, reflecting a growth of around 32.8%[19] - The company’s total liabilities increased significantly, reflecting a growing leverage position, with current liabilities rising to RMB 2,809,000,000[19] - Total liabilities as of the third quarter of 2022 were CNY 4,128,127,793.37, compared to CNY 2,429,847,973.90 in the previous year, indicating an increase of approximately 70.0%[21] Cash Flow - The company's operating cash flow for the year-to-date was ¥266,676,291.69, down 15.15% year-on-year[6] - Cash inflow from operating activities for the first three quarters of 2022 totaled CNY 4,301,821,653.92, up from CNY 2,901,081,594.46 in 2021, representing an increase of about 48.4%[30] - The net cash flow from operating activities was 266,676,291.69, a decrease of 15.1% compared to 314,277,810.74 in the previous year[31] - Cash outflow from operating activities totaled 4,035,145,362.23, an increase of 56.3% from 2,586,803,783.72 year-over-year[31] - The net cash flow from investing activities was -1,395,537,529.68, worsening from -347,756,321.47 in the same quarter last year[31] - Cash inflow from investing activities amounted to 1,333,464,747.52, significantly higher than 200,769,310.04 in the previous year[31] - Cash outflow from investing activities reached 2,729,002,277.20, up from 548,525,631.51 year-over-year[31] - The net cash flow from financing activities was 582,888,773.08, compared to -19,651,477.35 in the same quarter last year[32] - Cash inflow from financing activities totaled 2,269,849,170.08, an increase of 98.0% from 1,147,116,269.39 year-over-year[32] - The ending cash and cash equivalents balance was 142,112,960.10, compared to 97,519,842.31 at the end of the previous year[32] - The total cash and cash equivalents decreased by 564,059,331.25 during the quarter[32] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 11,847[14] - The company's total equity attributable to shareholders reached CNY 2,219,723,786.48, up from CNY 2,115,718,795.72 in 2021, reflecting a growth of about 4.9%[21] Operational Insights - The gross profit margin decreased due to rising raw material costs, impacting the overall profitability[12] - The company reported a significant increase in sales volume attributed to capacity release, contributing to revenue growth[11] - Research and development expenses for the first three quarters of 2022 amounted to CNY 124,587,580.61, significantly higher than CNY 39,710,200.13 in 2021, marking an increase of about 213.5%[24] - The total cash outflow for purchasing goods and services in the first three quarters of 2022 was CNY 3,330,599,850.08, compared to CNY 1,898,583,794.07 in 2021, indicating an increase of approximately 75.4%[30] - The company has not reported any new product launches or technological advancements in this quarter[17] Accounts Receivable and Payable - Accounts receivable increased significantly to RMB 984,162,787.81 from RMB 612,727,690.68, representing a rise of approximately 60.5%[17] - Inventory levels rose to RMB 617,765,436.63 compared to RMB 571,926,081.69, marking an increase of about 8%[18] - The company’s accounts payable rose to RMB 853,624,071.36 from RMB 402,872,059.39, indicating an increase of approximately 111%[19] - Short-term borrowings increased to RMB 1,673,237,119.59 from RMB 1,047,007,691.46, which is an increase of approximately 60%[19]