国浩律师（重庆）事务所 关于 重庆三峡油漆股份有限公司 2024 年年度股东会的 法律意见书 中国重庆市江北区江北城西大街 25 号平安财富中心 8 楼 邮编：400023 8th Floor, Pingan Fortune Centre, No.25 West Avenue, Jiangbei Town, Jiangbei District, Chongqing, P.R.China 电话/Tel: +8623 8679 8588 6775 8383 传真/Fax: +8623 8679 8722 网址/Website: http://www.grandall.com.cn 2025 年 5 月 法律意见书 国浩律师（重庆）事务所 关于重庆三峡油漆股份有限公司 2024 年年度股东会的法律意见书 2025 意字第 0232025CQY02631 号 1 法律意见书 及指定信息披露报刊上刊登了《重庆三峡油漆股份有限公司关于召开 2024 年年度股东会的通知》（以下简称《股东会通知》）。《股东会通 知》中就本次股东会的届次、召集人、召开的日期、时间、地点、召开 方式、会议审议事项、会议出席对象、会议登记、参加网 ...

Group 1: Industry Overview - The petrochemical and chemical indices experienced a positive trend due to tariff policy impacts, with the chemical raw materials index rising by 1.30%, chemical machinery index by 0.12%, pharmaceutical index by 2.01%, and pesticide and fertilizer index by 1.28% [1] - In the oil sector, the oil processing index remained stable, while the oil extraction index increased by 0.64% and the oil trading index rose by 0.98% [1] - International crude oil prices fluctuated, with WTI settling at $62.49 per barrel, up 2.41% from May 9, and Brent at $65.41 per barrel, up 2.35% [1] Group 2: Market Performance - The top five performing listed chemical companies in the capital market included Yuzhong Three Gorges A, which rose by 50.65%, Jitai Co., up 47.10%, Suzhou Longjie, up 36.27%, ST Youfu, up 34.54%, and Hongqiang Co., up 33.55% [2] - The five companies with the largest declines were Aiai Precision Engineering, down 7.50%, Yongyue Technology, down 7.49%, Huate Gas, down 6.90%, Aladdin, down 6.88%, and Runbei Hangke, down 6.38% [2] Group 3: Product Price Changes - The top five petrochemical products with the highest price increases included butadiene, up 21.10%, SBS, up 13.65%, pure benzene, up 11.36%, styrene, up 10.43%, and PX, up 9.77% [1] - The five petrochemical products with the largest price declines were liquid chlorine, down 464.29%, trichloromethane, down 6.49%, yellow phosphorus, down 5.80%, vitamin VC, down 5.13%, and ethylene, down 3.53% [1]

Group 1 - The stock of Yuzhong Sanxia A experienced a decline of 6.71% today, with a turnover rate of 36.19% and a trading volume of 2.098 billion yuan, showing a fluctuation of 16.89% [2] - The stock was listed on the Dragon and Tiger list due to a daily fluctuation value of 16.89% and a daily decline deviation of -7.04%, with a net selling amount of 1.8972 million yuan from brokerage seats [2] - In the last six months, the stock has appeared on the Dragon and Tiger list nine times, with an average price increase of 7.01% the next day and an average increase of 23.70% over the following five days [2] Group 2 - The latest margin trading data shows that the stock has a total margin balance of 200 million yuan, with a financing balance of 200 million yuan and a securities lending balance of 86,900 yuan [3] - Over the past five days, the financing balance has increased by 76.6668 million yuan, representing a growth of 62.35%, while the securities lending balance has increased by 2.92 million yuan, a growth of 50.65% [3] - The top buying brokerage on May 19 was Guosen Securities Co., Ltd. Zhejiang Internet Branch, with a buying amount of 31.5304 million yuan, while the top selling brokerage was Guosheng Securities Co., Ltd. Ningbo Sangtian Road Branch, with a selling amount of 23.2403 million yuan [4]

Company Overview - Yuzhong Sanxia A primarily engages in the production and sales of coatings, including anti-corrosion coatings, bridge coatings, petrochemical coatings, construction steel structure coatings, industrial coatings, specialty coatings, and resin for coatings [7] - The company has faced significant challenges in the past year due to a downturn in the traditional anti-corrosion coatings industry and intensified market competition [7] Stock Performance - Yuzhong Sanxia A's stock price experienced a significant fluctuation, reaching a peak of 14.01 yuan per share and a low of 4.23 yuan per share, resulting in a price increase of 331% [4] - As of the latest trading session, the stock price is reported at 13.35 yuan per share, with a total market capitalization of 5.788 billion yuan [1] - The stock has seen a cumulative increase of 190.85% over the past 26 trading days, ranking fourth in the A-share market [3] Financial Performance - In the first quarter of this year, Yuzhong Sanxia A reported total revenue of 73.703 million yuan, representing a year-on-year increase of 7.35%, while net profit was 5.25 million yuan, a decrease of 53.16% year-on-year [8] - For the previous year, the company achieved revenue of 350 million yuan and a net profit of 4.37 million yuan, successfully turning a profit after a challenging period [7] Market Context - The Chinese coatings industry is characterized by a broad market space and intense competition, with a low concentration of market share despite recent improvements [7] - According to international consulting firm Orr & Boss, the global coatings market is expected to reach a size of 196 billion USD in 2024, with China holding a 25% share, equivalent to approximately 49 billion USD (about 354 billion yuan) [7] Trading Activity - Yuzhong Sanxia A has issued multiple announcements regarding abnormal trading fluctuations, indicating that the stock price has deviated significantly from its average [5][7] - The company has reassured investors that there are no undisclosed significant matters affecting its operations or financial status [5]

Core Viewpoint - The recent surge in the stock price of Yushansha A (渝三峡A) is driven by speculation around hydrogen energy, state-owned enterprise reform, and a turnaround in performance, but the underlying fundamentals raise concerns about sustainability and potential risks [1][3][7]. Group 1: Stock Performance - Yushansha A experienced a dramatic stock price increase from 5.15 CNY to 14.01 CNY between April 25 and May 16, achieving a cumulative rise of 172% over 13 trading days, with a static P/E ratio soaring to 1391 times, significantly above the average valuation in the chemical industry [1][3][8]. - The stock recorded 9 trading halts during this period, indicating a strong speculative interest from institutional and retail investors, characterized by a "main force lifting + retail following" trading pattern [2][3]. Group 2: Financial Performance - In its 2024 annual report, Yushansha A reported revenues of 350 million CNY and a net profit of 4.37 million CNY, marking a year-on-year growth of 112.54%. The turnaround was largely attributed to its 33% stake in Xinjiang Xinhui Gorge Clean Energy Co., which contributed 50.58 million CNY to Yushansha A's net profit, accounting for 1158.26% of the company's total profit [3][4][8]. - The stock's initial surge was triggered by the positive performance of Xinjiang Xinhui Gorge, which turned profitable in 2024 after a previous loss of 57.3 million CNY in 2023 due to tax issues [7][8]. Group 3: Market Dynamics - During the initial phase of the stock's rise from April 25 to April 29, the main funds saw a net inflow of 35.63 million CNY, indicating active participation from institutional investors [4][5]. - Following the initial surge, there were signs of profit-taking, with a net outflow of 182 million CNY on April 30, while retail investors contributed a net inflow of 143 million CNY, suggesting a "hot potato" trading environment [5][6]. Group 4: Business Fundamentals - Yushansha A's core business in paint and coatings has been under pressure, with revenues declining from 426 million CNY in 2020 to 347 million CNY in 2024, and gross margins dropping from 32.83% to 22.13% [8]. - The reliance on Xinjiang Xinhui Gorge for profitability raises questions about the stability of future earnings, especially as the main business continues to shrink [8][9]. Group 5: Corporate Actions - Yushansha A has taken steps to optimize its structure by dissolving its wholly-owned subsidiary Sichuan Yushansha Paint Sales Co. and selling a 10% stake in Chongqing Liangjiang New Area Chemical Loan Co., which may be interpreted as preparation for future restructuring [9]. - The company has previously attempted asset restructuring, including plans to integrate assets from its controlling shareholder, but these efforts have not materialized [9].

Core Viewpoint - The stock of Yuzhong Sanxia A experienced significant volatility, with a notable increase in price followed by a recent drop, prompting the company to clarify that there are no major undisclosed issues affecting its operations [3]. Company Performance - Yuzhong Sanxia A reported a turnaround in its 2024 annual report, achieving a net profit of 4.37 million yuan, a year-on-year increase of 112.54%, despite a 29.94% decline in revenue to 350 million yuan [3][5]. - The company's stock price surged from 4.23 yuan per share in early April to a peak of 14.01 yuan by May 16, marking a 172% increase over 13 trading days [3]. - The static price-to-earnings ratio reached 1391 times, significantly higher than the average valuation in the chemical industry [3]. Market Dynamics - The stock saw substantial inflows from institutional investors, with net inflows of 35.63 million yuan, 25.89 million yuan, and 21.69 million yuan on specific trading days [4]. - Following the May Day holiday, new capital entered the market, with notable trading activity from various investment firms [4]. Industry Context - The paint industry in China is facing challenges, with increased competition and a downturn in traditional anti-corrosion paint sales, leading to a significant decline in revenue from the Southwest region [5][6]. - The market is shifting towards high-performance, environmentally friendly products, and Yuzhong Sanxia A plans to enhance its competitiveness through product strategy focus, direct sales channel development, and innovation [6].

证券代码：000565 证券简称：渝三峡 A 公告编号：2025-030 重庆三峡油漆股份有限公司 关于召开 2024 年年度股东会的提示性公告 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。 本公司于 2025 年 4 月 25 日在《证券时报》《中国证券报》《上海证券报》 《证券日报》和巨潮资讯网（http://www.cninfo.com.cn）上刊登了《关于召开 2024 年年度股东会的通知》（公告编号：2025-024）。本次股东会采取现场表决与网 络投票相结合的方式，公司将通过深圳证券交易所交易系统和互联网投票系统向 全体股东提供网络形式的投票平台。现再次将本次股东会的有关事项提示如下： 一、召开会议的基本情况 公司第十届董事会第十八次会议审议通过了《关于召开2024年年度股东会的 议案》，同意召开本次股东会。 律、行政法规、部门规章、规范性文件、深交所业务规则和公司章程等的规定。 （1）现场会议召开时间：2025年5月20日（星期二）下午2:00。 （1）现场表决：股东本人出席现场会议或者通过授权委托他人出席现场会 议； （2）网络投票：本次股东 ...

证券代码：000565 证券简称：渝三峡 A 公告编号：2025-030 重庆三峡油漆股份有限公司 关于召开 2024 年年度股东会的提示性公告 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。 （2）网络投票时间：2025年5月20日。其中：通过深圳证券交易所交易系统 进行网络投票的具体时间为2025年5月20日的交易时间，即9:15-9:25，9:30-11:30， 13:00-15:00；通过深圳证券交易所互联网投票的具体时间为：开始投票的时间为 2025年5月20日上午9:15，结束时间为2025年5月20日下午3:00。 5.会议的召开方式：采用现场表决和网络投票相结合的方式。 1 本公司于 2025 年 4 月 25 日在《证券时报》《中国证券报》《上海证券报》 《证券日报》和巨潮资讯网（http://www.cninfo.com.cn）上刊登了《关于召开 2024 年年度股东会的通知》（公告编号：2025-024）。本次股东会采取现场表决与网 络投票相结合的方式，公司将通过深圳证券交易所交易系统和互联网投票系统向 全体股东提供网络形式的投票平台。现 ...

Group 1: Stock Trading Anomalies - Chengfei Integration reported severe abnormal stock fluctuations, indicating a potential market sentiment overheating, with 96.91% of revenue from automotive parts and tooling, and only 1.74% from aerospace components [3] - Lijun Co. noted short-term market sentiment overheating in its stock, attributed to increased attention on military aircraft-related stocks due to geopolitical changes [4][5] - Yuzhong A stated that its stock has seen significant short-term gains, but there have been no major changes in its operational environment [8] Group 2: Risk Warnings and Suspensions - Zitian Technology received a delisting risk warning due to false financial reporting, with a deadline for rectification that was not met, leading to a potential delisting [6] - ST Mingjia announced the removal of its delisting risk warning but will continue to face other risk warnings, with a temporary suspension of trading [7] - ST Shengda's stock will be suspended for one day before resuming trading after the removal of other risk warnings [11] Group 3: Mergers and Acquisitions - Guangyang Co. is planning to acquire 100% of Ningbo Yinqiu Technology, leading to a suspension of its stock trading [9] - Electric Power Investment is also planning to acquire shares in Baiyin Hua Coal Power, with its stock set to resume trading [10] Group 4: Shareholder Reductions - Ruiling Co.'s controlling shareholder plans to reduce its stake by up to 3%, with specific figures provided for individual executives [13] - New Meixing's controlling shareholder intends to reduce its stake by up to 3% as well [14] - Yujian Intelligent's actual controllers plan to collectively reduce their stake by up to 2.99% [15] Group 5: Major Contracts - Qunxing Toys announced a 113 million yuan contract with Tencent for providing computing power services [23]

Core Viewpoint - The stock of Yuzhong Sanxia A has experienced a significant surge, with a 172% increase over 13 trading days, driven by speculation around hydrogen energy, state-owned enterprise reform, and a turnaround in performance, despite underlying fundamental concerns and uncertainties regarding restructuring [1][2][5]. Group 1: Stock Performance - Yuzhong Sanxia A recorded 9 trading halts and a price increase from 5.15 yuan to 14.01 yuan between April 25 and May 16, resulting in a cumulative increase of 172% [1][2]. - The static price-to-earnings ratio reached 1391 times, significantly exceeding the average valuation in the chemical industry [1][6]. Group 2: Financial Performance - In 2024, Yuzhong Sanxia A reported revenue of 350 million yuan and a net profit of 4.3669 million yuan, marking a year-on-year increase of 112.54% [2]. - The key contributor to this turnaround was Xinjiang Xinhui Gorge Clean Energy Co., which achieved a net profit of 153 million yuan in 2024, providing 50.58 million yuan in investment income to Yuzhong Sanxia A, accounting for 1158.26% of its net profit [2][6]. Group 3: Market Dynamics - The stock price surge was characterized by a "hot money" phenomenon, with institutional and retail investors participating in a speculative trading pattern [2][4]. - During the initial trading phase from April 25 to April 29, there was a net inflow of 35.63 million yuan from main funds, indicating active participation from major investors [3]. Group 4: Business Challenges - Yuzhong Sanxia A's traditional paint and coating business has faced declining revenue and profit margins, with revenue dropping from 426 million yuan in 2020 to 347 million yuan in 2024, and gross margin decreasing from 32.83% to 22.13% [6][7]. - The company has attempted multiple asset restructuring efforts, including the cancellation of a wholly-owned subsidiary and the sale of a stake in another company, which may indicate a strategy to optimize its structure and prepare for future restructuring [7].