Core Viewpoint - The legal opinion letter confirms that the 2024 Annual General Meeting of Shandong Chenming Paper Holdings Limited was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association [1][16]. Group 1: Meeting Procedures - The meeting was scheduled for May 15, 2025, with proper notifications published on March 31, 2025, and April 25, 2025 [4][5]. - The meeting was held at the company's R&D center and allowed for both on-site and internet voting [5][6]. Group 2: Attendance and Voting - A total of 710 shareholders participated in the voting, representing 552,521,551 shares, which is 18.8281% of the total voting rights [9]. - Among the attendees, 702 were small investors, representing 81,282,447 shares, or 2.7698% of the total voting rights [10]. Group 3: Voting Results - The voting results showed that 508,847,118 shares (92.0954%) were in favor of the proposals, while 42,483,685 shares (7.6891%) were against, and 1,190,748 shares (0.2155%) were abstained [12]. - The results were verified by the legal representatives and were found to comply with legal and regulatory requirements [16].

山东晨鸣纸业集团股份有限公司 2024 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 一、重要提示 山东晨鸣纸业集团股份有限公司（以下简称"公司"）2024 年度股东大会（以下简称 "本次股东大会"）的会议通知已于 2025 年 4 月 1 日、2025 年 4 月 26 日刊登于《中国证 券报》、《上海证券报》、《证券时报》、《证券日报》、《香港商报》、巨潮资讯网 (http://www.cninfo.com.cn)及于 2025 年 3 月 31 日、2025 年 4 月 25 日披露于香港联交所网 站（http://www.hkex.com.hk）。 本次股东大会没有出现否决议案的情形，不存在涉及变更前次股东大会决议的情形。 二、会议召开情况 1、会议召开时间： （1）现场会议召开时间：2025 年 5 月 15 日 14:30 证券代码：000488 200488 证券简称：ST 晨鸣 ST 晨鸣 B 公告编号：2025-042 （2）网络投票时间： 采用交易系统投票的时间：2025 年 5 月 15 日 9:15—9:25，9 ...

北京市中伦（青岛）律师事务所 关于山东晨鸣纸业集团股份有限公司 2024 年年度股东大会 之 致：山东晨鸣纸业集团股份有限公司 北京市中伦（青岛）律师事务所（以下简称"本所"）接受山东晨鸣纸业集 团股份有限公司（以下简称"公司"）的委托，根据本法律意见书出具日前已经 发生或存在的事实和《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东大会规则》《律师事务所从事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）》等中华人民共和国现行有效的法律、法规和规 范性文件（以下简称"中国法律"，为本法律意见书之目的，不包括中华人民共 和国香港特别行政区、澳门特别行政区和台湾地区法律）以及《山东晨鸣纸业集 团股份有限公司章程》（以下简称"《公司章程》"）等有关规定，指派律师对 公司 2024 年度股东大会（以下简称"本次股东大会"）进行现场见证，并就本 次股东大会的相关事项出具本法律意见书。 法律意见书 二〇二五年五月 山东省青岛市香港中路 61 号乙远洋大厦 A 座 27-28 层 邮编：266071 27-28/F, Tower A, COSCO Plaza, 61B Hong Kong M ...

证券代码： 000488 200488 证券简称：ST 晨鸣 ST 晨鸣 B 公告编号：2025-043 山东晨鸣纸业集团股份有限公司 关于为子公司融资提供担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、交易情况概述 山东晨鸣纸业集团股份有限公司（以下简称"公司"）控股子公司寿光美伦纸业有 限责任公司（以下简称"寿光美伦"）于 2021 年 9 月、2023 年 6 月与建信金融租赁有 限公司（以下简称"建信金租"）开展了售后回租设备融资业务，公司为寿光美伦前述 融资业务提供连带责任保证担保。详情请参阅公司于 2021 年 9 月 9 日、2024 年 8 月 31 日在巨潮资讯网（ www.cninfo.com.cn）及于 2021 年 9 月 8 日、2024 年 8 月 30 日在香 港联交所网站（www.hkex.com.hk）上披露的相关公告。截至本公告披露日，融资租赁 合同项下剩余本金金额分别为人民币 2.7 亿元、人民币 1.15 亿元。 2024 年 1 月，寿光美伦与国银金融租赁股份有限公司（以下简称"国银金租"）开 展了 ...

Group 1: Operational Recovery - The company is currently focusing on gradually resuming operations based on funding and market conditions, with specific attention to the recovery rates of various production bases [3][4][8]. - The Zhanjiang base is undergoing equipment maintenance, and its recovery rate will depend on financial and market conditions [4][5]. - The company is actively working on a 23.1 billion yuan syndicated loan to facilitate the resumption of production [8][9]. Group 2: Financial Strategies - The company is negotiating with non-bank financial institutions to extend, reduce interest rates, and restructure debts [2][4]. - A total of 10 billion yuan in capital from a state-owned company has been fully allocated to support the company's recovery efforts [4][9]. - The company is exploring strategic partnerships and has established a task force to facilitate discussions with potential investors [4][9]. Group 3: Debt Management - The company is actively communicating with creditors to negotiate repayment plans and is focusing on asset disposal to improve liquidity [8][10]. - The current debt structure primarily consists of bank loans, with some non-standard debts related to equipment leasing and supply chain financing [9][10]. - The company is implementing measures to manage overdue payments and is working to reduce the scale of overdue commercial bills [10][11]. Group 4: Market Position and Future Outlook - The company has not encountered any conditions that would trigger delisting under the Shenzhen Stock Exchange rules [8][11]. - The management is committed to improving operational efficiency and profitability through various measures, including asset disposal and cost control [4][8]. - The company is expected to provide updates on the resumption of full production and financial recovery as conditions evolve [11][12].

为进一步加强与投资者的互动交流，山东晨鸣纸业集团股份有限公司（以下简 称 "公司"）将参加由山东证监局、山东上市公司协会与深圳市全景网络有限公司联合举 办的"2025 年山东辖区上市公司投资者网上集体接待日活动"，现将相关事项公告如 下： 证券代码： 000488 200488 证券简称：ST 晨鸣 ST 晨鸣 B 公告编号：2025-041 山东晨鸣纸业集团股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 关于参加 2025 年山东辖区上市公司投资者 网上集体接待日活动的公告 山东晨鸣纸业集团股份有限公司董事会 二〇二五年五月十三日 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net）；或关注微信公众号（名称：全景财经）；或下载全景路演 APP，参 与本次互动交流。活动时间为 2025 年 5 月 15 日（周四）15:00-16:30。届时公司董事兼 总经理李伟先先生、财务总监董连明先生及董事会秘书袁西坤先生将在线就公司 2024 年度业绩、公司治理、发展战略、 经营状况、融资计划、股权激励和可 ...

Investment Rating - The investment rating for the paper industry is "Positive" [2] Core Viewpoints - The paper industry is experiencing a bottoming cycle with insufficient upward momentum, leading industry leaders to focus on extending their supply chains and enhancing differentiated competitive advantages [12] - The industry is expected to continue facing supply-demand pressures in 2025, with a sustained bottoming of profit cycles as leading companies innovate and expand their scale and differentiation advantages [12] - Major companies are actively expanding their overseas market presence to absorb production capacity [12] Summary by Sections Pulp and Paper Sector - Cost improvements and a slight recovery in paper prices are leading to profit recovery, with Q4 2024 pulp prices hitting a bottom and costs stabilizing [3] - In Q1 2025, low-cost pulp gradually entered inventory, and paper prices saw a slight increase, with companies expected to maintain low costs and moderate profit improvements [3][18] - The domestic pulp market is experiencing price fluctuations, with expectations of continued low-level oscillations in Q2 2025 [19] Cultural Paper - Profitability is gradually recovering, with leading companies performing well despite market challenges [4] - Average prices for double glue paper and copper plate paper in Q4 2024 and Q1 2025 were 5228 and 5435 CNY/ton respectively, showing year-on-year declines but some recovery in Q1 2025 [22] - Companies like Sun Paper are leveraging raw material strategies and cost control to improve profits [22] White Card Paper - Prices are stabilizing at the bottom, with a slight improvement in profitability [23] - The average price for white card paper increased from 4195 CNY/ton in Q4 2024 to 4307 CNY/ton in Q1 2025, benefiting from supply disruptions [23] - Companies are expected to face increased supply pressures in 2025 due to new capacities coming online [23] Specialty Paper - Leading companies are expanding their advantages and market shares [24] - Prices for specialty paper categories are expected to decline due to short-term supply-demand pressures, but some categories are showing signs of recovery [24] - Companies like Xianhe and Wuzhou are expected to benefit from increased production capacity [24] Waste Paper Sector - Prices are fluctuating, with a recovery in profitability observed [26] - The average price for waste paper in Q4 2024 was 1530 CNY/ton, showing a year-on-year increase, while boxboard and corrugated paper prices also saw slight improvements [26] - The overall profitability of waste paper companies is expected to remain under pressure in Q2 2025 despite cost optimizations [26] Investment Recommendations - Focus on companies with integrated pulp and paper operations and improving profitability, such as Sun Paper and Xianhe, as well as those recovering profitability like Huawang Technology and Wuzhou Specialty Paper [8]

Investment Rating - The report indicates a positive outlook for the home furnishing sector, driven by domestic consumption stimulus and the gradual recovery of retail channels [1]. Core Insights - The report highlights that the domestic consumption stimulus is beginning to show effects, with a notable recovery in retail channels, while export conditions are experiencing marginal declines [1][3]. - The performance of leading companies in the home furnishing sector is improving, particularly in the context of national subsidies and strategic adjustments [1][3]. Summary by Sections 1. Home Furnishing - Domestic sales show signs of recovery with a year-on-year revenue change of -12.44% in Q4 2024 and +1.75% in Q1 2025, while net profit for the same periods changed from -54.11% to +7.07% [13]. - Export performance for the furniture sector saw a cumulative year-on-year increase of +5.8% for 2024 but a decline of -8.0% in Q1 2025, indicating a downward trend in export conditions [13]. - The report anticipates that the domestic market will continue to recover in the short term due to national subsidy policies, while the export market may face ongoing pressures [13]. 1.1 Domestic - Custom Home Furnishing - Retail channels are showing marginal improvements, while bulk channels remain under pressure, with leading companies like Oppein and Sophia experiencing reduced revenue declines in Q1 2025 compared to previous quarters [20]. - The profitability of leading companies is improving, with a focus on cost control and product development, while second and third-tier brands may struggle to maintain performance [26]. - Prepayment and cash flow indicators show improvements for some leading companies, suggesting a gradual recovery in demand [38]. 1.2 Domestic - Soft Home Furnishing - The soft home furnishing sector is under pressure due to real estate downturns and changing consumer spending patterns, but companies like Kuka and Mengbaihe are showing signs of recovery [39]. - Profit margins are improving in Q1 2025 compared to 2024, with notable changes in gross and net profit margins across leading companies [44]. - Prepayment figures for soft home furnishing companies are showing positive growth, indicating a recovery in domestic demand [46]. 1.3 Export Home Furnishing - The overall export climate is declining, with a significant drop in cumulative export value in Q1 2025, reflecting challenges in the international market [51][53]. - Despite the overall decline, leading companies are still managing to perform well, showcasing resilience and strategic advantages [51].

Core Insights - Shandong Chenming Paper Holdings Co., Ltd. has become the first A-share listed company to receive a negative audit opinion due to significant internal control deficiencies in 2024 [1][2] - The company's management has shown serious inadequacies in risk assessment and response mechanisms, leading to a failure in internal controls [1] Group 1: Internal Control Deficiencies - The audit report highlights a weak ability of management to identify operational and financial risks, lacking an effective risk warning mechanism [1] - Before the liquidity crisis in 2024, the company failed to take prudent measures, resulting in overdue borrowings and supplier payments totaling 1.656 billion yuan, which accounted for 18.09% of the latest audited net assets [1] - The internal control system has not provided reasonable assurance for the authenticity and completeness of financial reporting, particularly lacking checks and balances in risk response and decision-making processes [1] Group 2: Financial Performance Decline - In 2024, the company's operating revenue decreased by 14.58% to 22.729 billion yuan, with a net loss attributable to shareholders of 7.411 billion yuan, an increase of 478.38% year-on-year [3] - The core reasons for this decline include a collapse in the profitability of the main business, with a gross margin of only 1.53% for paper-making, and a negative gross margin of -12.91% for white cardboard [3] - The company's debt structure is heavily imbalanced, with short-term debt accounting for 86.5% and cash coverage ratio below 0.5%, significantly lower than the healthy level in the paper industry [3] Group 3: Strategic Missteps - The negative audit opinion reflects deeper governance issues and strategic decision-making failures, such as over-reliance on high leverage expansion and cross-industry financial operations [2] - The cross-industry financial operations initiated since 2014 have resulted in significant bad debts, with provisions for bad debts reaching 4.6 billion yuan, representing 51.7% of the book value [3] - The previous chairman's "integration of production and finance" model has exacerbated the funding chain break during the industry downturn, creating a vicious cycle of financial distress [3]

Financial Performance - The company's revenue for Q1 2025 was ¥797,157,638.89, a decrease of 88.21% compared to ¥6,761,777,174.00 in the same period last year[3] - The net profit attributable to shareholders was -¥1,451,634,120.47, representing a decline of 2,594.38% from ¥58,196,200.97 year-on-year[3] - The company's basic and diluted earnings per share were both -¥0.49, a decrease of 2,550.00% from ¥0.02 in the same period last year[3] - Net profit for the current period is -1,649,443,030.00, compared to a profit of 67,766,961.48 in the previous period, indicating a substantial loss[25] - Total operating revenue for the current period is 797,157,638.89, a significant decrease of 88.24% compared to 6,761,777,174.00 in the previous period[25] Cash Flow - The net cash flow from operating activities increased by 12.16% to ¥530,619,916.12, compared to ¥473,092,608.52 in Q1 2024[13] - Total cash inflow from operating activities is ¥1,548,938,225.48, down from ¥7,108,831,874.48, indicating a significant decrease of about 78.2%[27] - Cash outflow from investing activities resulted in a net cash flow of -¥498,084,031.13, compared to a positive net cash flow of ¥578,290,447.91 in the previous period[27] - The net cash flow from financing activities is -¥116,313,497.71, an improvement from -¥1,008,870,143.38 in the previous period[27] - The ending balance of cash and cash equivalents is ¥66,803,363.63, down from ¥814,147,532.68, reflecting a decrease of about 91.8%[27] Assets and Liabilities - Total assets at the end of the reporting period were ¥58,022,971,669.22, down 8.64% from ¥63,509,295,142.08 at the end of the previous year[3] - Total liabilities decreased from 50,673,524,516.93 to 47,742,475,388.55, reflecting a decrease of about 5.8%[24] - The total equity attributable to shareholders decreased by 15.84% to ¥7,705,948,300.77 from ¥9,156,104,358.91 at the end of the previous year[3] - The company’s total current assets decreased to RMB 11.133 billion from RMB 15.891 billion at the beginning of the period[22] Operational Challenges - The company reported a significant decline in profitability, with a cumulative overdue debt amounting to RMB 1.656 billion and 202 frozen bank accounts totaling RMB 46.9465 million[18] - The company experienced a 147.82% increase in credit impairment losses, amounting to -¥169,366,185.66 compared to -¥68,342,660.79 in Q1 2024[10] - The company is undergoing the dissolution of Shandong Chenming Group Finance Co., Ltd., with approval received from the National Financial Supervision Administration[20] - The company has faced lawsuits from creditors due to overdue debts, leading to asset freezes[18] - The company’s production bases in Zhanjiang, Jilin, and Shouguang have partially halted operations since Q4 2024[18] Shareholder Information - Total number of common stock shareholders at the end of the reporting period was 126,406, including 108,021 A-share holders, 18,068 B-share holders, and 317 H-share holders[15] - The top 10 shareholders hold a total of 15.50% (455,781,319 shares) by Chenming Holding Co., Ltd., with 409,956,441 shares pledged or frozen[15] Research and Development - Research and development expenses dropped by 93.31% to ¥20,606,883.01, down from ¥307,814,308.92 in Q1 2024[10] Other Financial Metrics - The company incurred financial expenses of 449,595,423.08, which is an increase from 421,084,495.24 in the previous period[25] - Investment income for the current period was -51,022,453.51, compared to a gain of 175,353,651.00 in the previous period, indicating a significant downturn[25] - Deferred tax assets increased from 1,790,639,019.23 to 2,040,538,517.18, an increase of approximately 13.9%[23] Strategic Initiatives - The company is exploring new strategies to address financial challenges and improve operational efficiency[18] Audit Status - The company’s first quarter report is unaudited[28]