北京市嘉源律师事务所 关于北新集团建材股份有限公司 2024 年年度股东大会的法律意见书 西城区复兴门内大街 158 号远 中国 · 北京 二〇二五年四月 源管师事务所 A YUAN LAW OFFICES 在本法律意见书中,本所律师仅对本次股东大会的召集、召开程序、出席会议 人员资格、召集人资格、会议表决程序、表决结果等所涉及的有关法律问题发表意 见,不对本次股东大会审议的议案内容以及该等议案所表述的事实或数据的真实性 及准确性发表意见。 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 本所及经办律师依据《中华人民共和国证券法》《律师事务所从事证券法律业 务管理办法》和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具 日以前已经发生或者存在的事实,严格履行了法定职责,遵循了勤勉尽责和诚实信 关于北新集团建材股份有限公司 2024 年年度股东大会的 法律意见书 嘉源(2025)-04-210 致:北新集团建材股份有限公司 北京市嘉源律师事务所(以下简称"本所")接受北新集团建材股份有限公司 ...

证券代码：000786 证券简称：北新建材 公告编号：2025-021 北新集团建材股份有限公司 关于 2025 年度第一期超短期融资券（科创票据） 发行情况的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 北新集团建材股份有限公司（以下简称公司）申请发行超短期融资券事项已 获中国银行间市场交易商协会(以下简称交易商协会)同意接受注册，并已收到交 易商协会出具的《接受注册通知书》（中市协注[2024]SCP185 号，以下简称通知 书），注册金额为人民币 20 亿元，注册额度自通知书落款之日（2024 年 6 月 11 日）起 2 年内有效，详见公司于 2024 年 6 月 14 日在公司选定信息披露媒体发布 的《关于申请发行超短期融资券获准注册的公告》。 公司于 2025 年 4 月 15 日发行了 2025 年度第一期超短期融资券（科创票 据），本次募集资金于 2025 年 4 月 15 日全额到账。现将发行结果公告如下： 1.债券名称：北新集团建材股份有限公司 2025 年度第一期超短期融资券（科 创票据） 2.债券简称：25 北新 SCP001（科 ...

Summary of Conference Call Records Company Overview - The company is the largest gypsum board and keel industry group globally, ranking among the top three in China's waterproofing industry and seventh in coatings, with a domestic ranking of fourth in construction materials [1][2]. Financial Performance (2024) - Revenue reached 25.821 billion yuan, an increase of 15.14% - Net profit was 3.726 billion yuan, up by 4.82% - Operating cash flow amounted to 5.134 billion yuan, growing by 8.45% - Asset addition rate stood at 23.96% [1]. Business Segments Performance Gypsum Board - Sales volume increased by 17%, with a total of 2.171 billion square meters sold - High-end product sales ratio improved by 1 percentage point, with high-end gypsum board accounting for 36.7% of sales [2][3]. Waterproofing - Revenue grew by 18.8%, with net profit increasing by 13% - Market share rose by 2.1 percentage points, with 1,571 new channel partners developed [3]. Coatings - The coatings business underwent a complete restructuring, expanding distribution channels to 24,000 dealers and covering over 3,000 counties and towns [3]. Strategic Initiatives - The company is focused on a dual strategy of solidifying its core business while expanding into new markets, particularly in consumer-oriented building materials [4]. - Emphasis on cost reduction and innovation, with procurement costs down by 8.2 billion yuan and manufacturing costs reduced by 0.15 billion yuan [4]. ESG and Market Position - The company received recognition for its green initiatives, with 33 enterprises rated as national green factories and 39 as provincial green factories [5]. - MSCI rating improved to B, with a strong focus on sustainable development practices [5]. Future Outlook (2025) - Plans to enhance strategic execution and global expansion, with a focus on improving economic operations [5]. - The company aims to achieve significant growth in both waterproofing and coatings segments, targeting revenues exceeding 50 billion yuan for each segment [8]. Market Dynamics - The construction market is experiencing a downturn, with a significant drop in real estate development area from 21 billion square meters to 7.3 billion square meters [8][9]. - The company is exploring new growth avenues in industrial coatings, with a focus on high-end applications and technological advancements [9][10]. Competitive Landscape - The company aims to maintain its leading position in the gypsum board market while expanding its footprint in the coatings and waterproofing sectors [9][10]. - There is a strong emphasis on innovation and technology to differentiate products and enhance market competitiveness [10][11]. Risks and Challenges - The company acknowledges potential risks associated with reliance on the real estate market and is actively seeking to diversify its product offerings to mitigate these risks [18][19]. - The competitive landscape is intensifying, necessitating a focus on quality and market share [24][25]. Conclusion - The company is well-positioned to navigate current market challenges through strategic initiatives, cost management, and a focus on innovation, aiming for sustainable growth in the coming years [5][18].

Investment Rating - The report assigns a "Recommendation" rating to the company, indicating an expectation to outperform the benchmark index by 10%-20% over the next six months [2][16]. Core Views - The company achieved a revenue of 25.821 billion yuan in 2024, representing a year-on-year increase of 15.14%. The net profit attributable to the parent company was 3.647 billion yuan, up 3.49% year-on-year [2][9]. - The company is steadily advancing its "one body, two wings" strategy, which is expected to stabilize its performance. The target price is set at 36.45 yuan per share, based on a projected PE ratio of 14x for 2025 [2][9]. Financial Performance Summary - **Revenue and Profit Growth**: - 2024 revenue: 25.821 billion yuan, up 15.14% year-on-year - 2024 net profit: 3.647 billion yuan, up 3.49% year-on-year [2][9] - **Segment Performance**: - Gypsum board revenue: 13.107 billion yuan, down 4.79% year-on-year - Waterproof membrane revenue: 3.322 billion yuan, up 19.23% year-on-year - Coating revenue: 4.141 billion yuan, up 327.99% year-on-year, driven by the completion of the Gaboli restructuring [9][10]. - **Future Projections**: - Expected revenue growth rates for 2025-2027 are 12.5%, 9.1%, and 7.8% respectively - Expected net profit growth rates for the same period are 20.6%, 14.1%, and 11.6% respectively [4][10]. Strategic Initiatives - The company is focusing on transforming into a consumer-oriented building materials service provider, enhancing its market coverage in both domestic and overseas markets [9][10]. - The company has launched new service models and expanded its product offerings, particularly in the coatings sector, which has seen significant growth due to strategic acquisitions and market expansion [9][10].

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a revenue of 25.821 billion yuan for 2024, representing a year-on-year growth of 15.1%. The net profit attributable to shareholders was 3.647 billion yuan, an increase of 3.5% year-on-year, while the net profit excluding non-recurring items was 3.558 billion yuan, up 1.8% year-on-year [3][6]. - In Q4, the company achieved a revenue of 5.458 billion yuan, a year-on-year increase of 1.5%. However, the net profit attributable to shareholders decreased by 34.7% to 502 million yuan, and the net profit excluding non-recurring items fell by 37.8% to 489 million yuan [3][6]. Summary by Sections Financial Performance - The company’s gypsum board, waterproof materials, coatings, and keel businesses generated revenues of 13.1 billion, 4.6 billion, 3.6 billion, and 2.3 billion yuan respectively, with year-on-year growth rates of -4.79%, +18.65%, +812.43%, and -0.13% [9]. - The gypsum board accounted for 50.76% of total revenue, down from 61.38% in 2024. The shares of waterproof materials, keel, and coatings were 17.94%, 8.86%, and 13.91% respectively [9]. - The company maintained a stable gross margin of 38.51% for gypsum boards, slightly up by 0.02 percentage points year-on-year, despite a decrease in product prices [9]. Operational Quality - The company achieved a cash collection ratio of 100.0% for the year, down 2.5 percentage points year-on-year, while the Q4 cash collection ratio was 151.1%, up 5.5 percentage points year-on-year [9]. - The net cash ratio for the year was 140.8%, an increase of 6.4 percentage points year-on-year, with Q4 net cash ratio reaching 483.8%, up 122.7 percentage points year-on-year [9]. Growth Outlook - The company is expected to see stable profitability and continued pricing power, with projected non-recurring net profits for 2025-2027 at 4.58 billion, 5.54 billion, and 6.61 billion yuan, corresponding to P/E ratios of 11, 9, and 8 times respectively [9].

Investment Rating - The investment rating for the company is "Accumulate" (首次覆盖) [1] Core Views - The company is positioned as a leading player in the gypsum board industry, backed by China National Building Material Group, and is transitioning into a comprehensive building materials manufacturer and service provider [5] - The company has established a strong competitive moat in the gypsum board sector, achieving a market share of approximately 56% by 2024, which provides a stable cash flow even during industry downturns [5] - The company's strategic acquisitions in the waterproofing and coating sectors have significantly contributed to its revenue growth, enhancing its credibility as a leader in consumer building materials [5] Financial Summary - Revenue projections for the company are as follows: - 2023: 22,426 million RMB - 2024: 25,821 million RMB (growth of 15.14%) - 2025E: 27,344 million RMB (growth of 5.90%) - 2026E: 28,961 million RMB (growth of 5.91%) - 2027E: 31,137 million RMB (growth of 7.51%) [4] - Net profit forecasts are: - 2023: 3,524 million RMB - 2024: 3,647 million RMB (growth of 3.49%) - 2025E: 4,025 million RMB (growth of 10.36%) - 2026E: 4,362 million RMB (growth of 8.39%) - 2027E: 4,805 million RMB (growth of 10.14%) [4] - Earnings per share (EPS) estimates are: - 2023: 2.09 RMB - 2024: 2.16 RMB - 2025E: 2.38 RMB - 2026E: 2.58 RMB - 2027E: 2.84 RMB [4] Market Position and Strategy - The company has successfully implemented a dual-wing strategy through significant acquisitions in the waterproofing and coating sectors, enhancing its market position and revenue streams [5] - The waterproofing segment is expected to generate revenue of 3.322 billion RMB in 2024, reflecting a year-on-year growth of 19.23% [5] - The coating business has expanded to a production capacity exceeding 1 million tons, with strategic acquisitions enhancing its competitive advantage [5]

Group 1: Company Overview and Market Position - North New Building Materials has established a strong competitive moat through nationwide layout, production technology, and R&D innovation, leveraging over 40 years of experience [2][3] - The company has enhanced its market competitiveness with innovative products such as phase change gypsum board and high-end heating gypsum board, solidifying its industry position [3][4] - The company aims to optimize its gypsum board brand matrix and adjust competitive strategies to expand into high-end markets [3][6] Group 2: Financial Performance - In 2024, the waterproof business achieved revenue of CNY 4.662 billion, with a net profit of CNY 164 million, reflecting a year-on-year profit growth of 14.15% [4][5] - The coatings business, after integrating with Jiaboli, reported revenue of CNY 3.6 billion, with a staggering profit growth of 605.29%, netting CNY 252 million [4][5] Group 3: International Expansion - The company is advancing its international projects, with full production and sales at the Tanzania base and profitability at the Uzbekistan base [5][6] - Future plans include focusing on Southeast Asia, Central Asia, the Middle East, and Europe, with a phased approach to expand gypsum board and waterproof product lines [5][6] Group 4: Green Development Initiatives - The company is committed to green development, implementing carbon peak action plans and enhancing energy efficiency [6][7] - As of the end of 2024, 33 enterprises have been recognized as national green factories, and 39 as provincial green factories, reflecting the company's commitment to environmental sustainability [6][7] Group 5: Future Development Strategy - The company's strategic vision includes promoting green technology and circular economy, aiming to create a comprehensive green building industry chain [6][7] - The 2024 profit distribution plan proposes a cash dividend of CNY 8.65 per 10 shares, totaling CNY 1.461 billion, with a payout ratio of 40.07% of the net profit [7]

Core Insights - The company reported a revenue of 25.82 billion yuan for 2024, representing a year-on-year increase of 15.1%, with a net profit attributable to shareholders of 3.65 billion yuan, up 3.5% year-on-year [1] - In Q4, the company achieved a revenue of 5.46 billion yuan, a slight increase of 1.5% year-on-year, but net profit dropped by 34.7% to 500 million yuan [1] - The average price of gypsum boards faced downward pressure, while sales volume and gross margin showed resilience [1] Gypsum Board Business - The company sold 2.171 billion square meters of gypsum boards in 2024, remaining stable year-on-year, with revenue from this segment declining by 4.8% to 13.1 billion yuan [1] - The average price of gypsum boards decreased by 0.30 yuan to 6.04 yuan per square meter [1] - The gross margin for gypsum boards was 38.51%, a slight increase of 0.02 percentage points year-on-year, indicating some cost reduction measures [1] Waterproof and Coating Business - The waterproof business generated revenue of 4.63 billion yuan in 2024, up 18.6% year-on-year, with a net profit of 164 million yuan, an increase of 6.6% [2] - The coating business saw significant growth, with revenue reaching 3.59 billion yuan, a staggering increase of 812% year-on-year, and net profit of 252 million yuan, up 577% [2] - Accounts receivable and other receivables in the waterproof business totaled approximately 2.34 billion yuan, a decrease of 314 million yuan year-on-year, indicating good control over receivables [2] Financial Performance - The company's expense ratios for sales, management (including R&D), and financial costs were 5.59%, 8.47%, and 0.29%, respectively, reflecting an overall increase of 1.85 percentage points year-on-year [2] - Operating cash flow remained strong at 5.134 billion yuan, up 8.45% year-on-year [2] - The dividend payout ratio for 2024 was maintained at 40%, showing stability [2] Market Expansion - The company is focusing on expanding its presence in the home decoration and rural markets, with sales in these segments growing by 17% and 21% respectively in 2024 [3] - There is significant potential for further growth in the home decoration and rural markets as the company enhances its channel coverage [3] Investment Outlook - The company is expected to achieve net profits of 4.4 billion yuan, 5.0 billion yuan, and 5.37 billion yuan for the years 2025 to 2027, corresponding to P/E ratios of 11.0, 9.7, and 9.1 based on the closing price on March 27 [4] - The company has been given an "Accumulate" rating [4]

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 37.80 CNY, indicating an expected relative return of over 20% within the next six months [7][22]. Core Insights - The company achieved a net profit attributable to the parent company of 3.65 billion CNY in 2024, reflecting a year-on-year growth of 3.49%. The total revenue for the year was 25.82 billion CNY, up 15.14% from the previous year [1][4]. - The company's "One Body, Two Wings" strategy continues to progress, with the lightweight building materials segment contributing a net profit of 3.31 billion CNY, despite a slight decline of 3.2% year-on-year. The waterproof and coating segments showed significant growth, with net profits increasing by 5.8% and 581% respectively [2][4]. - The overall gross margin for 2024 was stable at 29.88%, with specific margins for gypsum board, waterproof materials, and coatings at 38.5%, 17.1%, and 31.9% respectively [3]. Financial Performance Summary - The company reported a net cash inflow from operating activities of 5.13 billion CNY in 2024, marking an 8.45% increase year-on-year. The cash flow from the waterproof and coating segments was 470 million CNY and 630 million CNY respectively [3]. - The projected revenue for 2025 is estimated at 28.92 billion CNY, with a growth rate of 12% anticipated for the following years [6][17]. - The company’s earnings per share (EPS) for 2024 is projected to be 2.16 CNY, with a price-to-earnings (P/E) ratio of 13.46 [6][17]. Global Expansion and Future Outlook - The company is accelerating its global expansion strategy, with profitable operations established in Uzbekistan and ongoing projects in Thailand and Bosnia. A stock incentive plan for 2024 aims to align the interests of the core team with long-term growth [4][6]. - The forecasted net profit for 2025 is 4.56 billion CNY, with further growth expected in subsequent years, reaching 5.84 billion CNY by 2027 [4][6].

Investment Rating - The report maintains a "Buy" rating for the company [4][6]. Core Views - The company achieved revenue of 25.82 billion and net profit attributable to shareholders of 3.65 billion in 2024, representing year-on-year growth of 15.1% and 3.5% respectively. The operating cash flow for the year was 5.13 billion, up 8.5% year-on-year [1]. - The gypsum board segment faced slight pressure, with revenues declining by 4.8% to 13.11 billion. However, the waterproofing materials segment grew by 19.2%, and the paint business saw a significant increase of 328% due to the consolidation of Jia Baoli [2]. - The company's gross margin remained stable at 29.9%, with a slight increase in the gypsum board gross margin to 38.51%. However, the overall net profit margin decreased to 14.4% due to increased expenses from acquisitions [3]. - The company's growth strategy, which includes a focus on the gypsum board business and expansion into waterproofing and paint segments, is expected to drive profitability and growth in the coming years. The net profit forecasts for 2025 and 2026 are 4.57 billion and 5.37 billion respectively, with an introduction of a new forecast for 2027 at 6.22 billion [4]. Summary by Sections Financial Performance - In 2024, the company reported revenues of 25.82 billion, a 15.1% increase from the previous year. The net profit attributable to shareholders was 3.65 billion, reflecting a 3.5% increase. The operating cash flow was 5.13 billion, up 8.5% year-on-year [1]. - The fourth quarter saw revenues of 5.46 billion, with a net profit of 500 million, indicating a year-on-year revenue growth of 1.5% but a decline in net profit by 34.7% [1]. Product Segmentation - The gypsum board and keel segments generated revenues of 13.11 billion and 2.29 billion respectively, with declines of 4.8% and 0.1%. The waterproofing materials segment grew by 19.2%, while the paint segment surged by 328% due to the consolidation of Jia Baoli [2]. - The gross margin for gypsum boards was 38.51%, with a slight increase, while the overall gross margin for the company remained stable at 29.9% [3]. Strategic Outlook - The company's strategy focuses on the "One Body, Two Wings" approach, emphasizing stable growth in the gypsum board business, counter-cyclical growth in waterproofing, and expansion through acquisitions in the paint sector. This strategy is expected to enhance both growth and profitability [4].