河南亚太人律师事务所 关于新乡化纤股份有限公司 2025 年第一次临时股东大会的 关于新乡化纤股份有限公司 2025 年第一次临时股东大会的 法 律 意 见 书 致：新乡化纤股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民共 和国公司法》（以下简称"《公司法》"）、《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）》等法律、法规、其他有关 规范性文件的要求和《新乡化纤股份有限公司公司章程》（以下简称"《公司章程》"） 的规定，河南亚太人律师事务所（以下简称"本所"）接受新乡化纤股份有限公司 （以下简称"公司"）的委托，指派鲁鸿贵、周耀鹏律师（以下简称"本所律师"） 参加公司 2025 年第一次临时股东大会（以下简称"本次股东大会"），进行现场见 证。 为出具本法律意见书，本所作如下声明： 法 律 意 见 书 亚律法字（2025）第 09-11 号 二零二五年九月十一日 地址：河南省郑州市金水东路 21 号永和国际 A 座 1601 号 电话：0371-60856089 邮编：450000 河南亚太人律师事务所 1、本所系经河南省司法厅批准设立的律 ...

Core Viewpoint - The company Xinxiang Chemical Fiber announced the progress of providing guarantees for its associate company Xinjiang Jinlu New Materials Technology Co., Ltd, which is applying for a bank loan of 80 million yuan [1] Group 1: Guarantee Details - The company’s board and shareholders have approved the relevant proposals for the guarantee [1] - Xinjiang Jinlu is applying for a bank loan of 80 million yuan, and the company will guarantee 37.6 million yuan based on its 47% stake [1] - A guarantee contract was signed with the Kashgar branch of China Construction Bank for the debt of 37.6 million yuan [1] Group 2: Financial Status - As of the relevant date in 2025, Xinjiang Jinlu has total assets of 148.1923 million yuan and liabilities of 3.329 million yuan [1] - The company claims that the guarantee risk is controllable and aligns with shareholder interests [1] - After this guarantee, the total external guarantee balance of the company will be 885.6 million yuan, which accounts for 13.63% of the audited net assets as of the end of 2024 [1] - There are no overdue or adverse guarantee situations reported [1]

Core Viewpoint - The report from Guohai Securities indicates that Xinxiang Chemical Fiber achieved a net profit attributable to shareholders of 0.63 billion yuan in the first half of the year, a year-on-year decrease of 58.58% [1] Financial Performance - In Q2, the company realized a gross profit of 1.87 billion yuan, a year-on-year decrease of 0.62 billion yuan, but an increase of 0.28 billion yuan compared to the previous quarter [1] Industry Position - According to the China Chemical Fiber Industry Association, the company ranks first in the industry for biomass cellulose filament production capacity and second in the domestic market for spandex production capacity [1] - The company’s two main products have significant scale advantages, with a comprehensive range of specifications and varieties, including both regular and differentiated fibers [1] Technological Advantage - The company utilizes straw technology for pulping, which provides high-quality non-wood raw materials for the biomass cellulose filament industry, aiding in cost reduction and efficiency improvement [1] - This application of straw technology represents a significant step towards enhancing the security of the industrial supply chain and marks the large-scale industrial application of straw technology in the textile sector [1] Investment Rating - The report initiates coverage with a "Buy" rating for the company [1]

Core Viewpoint - The demand for spandex is expected to grow due to increased penetration in downstream applications and trends in functional consumption, particularly in the textile and apparel sectors [1][4]. Industry Overview - In 2024, 76% of spandex will be used for clothing production, with an apparent consumption volume of 1.0269 million tons, reflecting a compound annual growth rate (CAGR) of 9.21% from 2020 to 2024, significantly higher than other mainstream synthetic fibers [1]. - The sales of clothing, footwear, and textiles in China are projected to grow year-on-year from 2023 to 2024, with a cumulative sales increase of 3.10% in the first half of 2025 [1]. - The emergence of trendy items like yoga and sun-protective clothing since 2020 has notably boosted overall spandex demand [1]. Supply and Demand Dynamics - The spandex industry is currently facing severe overcapacity, with new production capacity of 135,000 tons in 2024, representing a year-on-year growth rate of 10.88% [3]. - The average gross profit margin for spandex was reported at -5,217 yuan/ton as of August 13, 2025, indicating continuous losses for over two years [3]. - Inventory levels are at historical highs, impacting operational willingness among companies and leading to a decline in overall industry operating rates compared to the same period in 2024 [3]. Market Outlook - The ongoing capacity clearance in the spandex industry may improve the supply-demand balance, with leading companies likely to benefit first [4]. - Major spandex producers like Huafeng Chemical and Xinxiang Chemical Fiber have a significant cost advantage, with unit costs of 22,406 yuan/ton and 25,263 yuan/ton, respectively, compared to the industry average of 29,711 yuan/ton [6]. - Despite the current low industry sentiment, leading companies are expected to maintain positive gross margins of 13.66% and 0.30% in 2024 [6]. Company Performance - Huafeng Chemical reported Q2 2025 revenue of 5.823 billion yuan, a year-on-year decline of 17.84%, with a net profit of 479 million yuan, down 42.61% [8]. - Xinxiang Chemical Fiber achieved Q2 2025 revenue of 1.828 billion yuan, a year-on-year increase of 16.74%, with a net profit of 89.2582 million yuan, up 1581.12% [11]. - Taihe New Materials reported a net profit of 92.2925 million yuan in Q2 2025, reflecting a year-on-year growth of 16.15% [9].

Core Viewpoint - The stock of Xinxiang Chemical Fiber has experienced a decline in both price and profitability, indicating potential challenges for the company in the near future [1][2]. Financial Performance - As of June 30, 2025, Xinxiang Chemical Fiber reported a revenue of 3.738 billion yuan, a year-on-year decrease of 1.52% [2]. - The net profit attributable to shareholders was 62.7469 million yuan, reflecting a significant year-on-year decline of 58.58% [2]. - The company has distributed a total of 608 million yuan in dividends since its A-share listing, with 49.707 million yuan distributed over the past three years [2]. Stock Performance - On August 28, the stock price of Xinxiang Chemical Fiber fell by 2.23%, trading at 3.94 yuan per share with a total market capitalization of 6.699 billion yuan [1]. - Year-to-date, the stock has decreased by 1.75%, with a 3.19% drop over the last five trading days [1]. - The stock has shown a slight increase of 1.03% over the past 20 days, but a decline of 1.25% over the last 60 days [1]. Shareholder Information - As of June 30, 2025, the number of shareholders increased to 74,300, with an average of 22,863 circulating shares per person, a decrease of 1.18% from the previous period [2]. - Hong Kong Central Clearing Limited is the sixth-largest circulating shareholder, holding 8.0471 million shares, down by 3.6427 million shares from the previous period [2]. Business Overview - Xinxiang Chemical Fiber, established on January 9, 1997, and listed on October 21, 1999, specializes in the production and sales of viscose filament, viscose staple fiber, and spandex [1]. - The main revenue sources are spandex fiber (58.51%) and biomass cellulose filament (38.34%), with other products accounting for 3.15% [1]. - The company operates within the basic chemical industry, specifically in the chemical fiber sector focusing on viscose [1].

Market Overview - The Shanghai Composite Index is at 3884.87 points, above the six-month moving average, with a slight increase of 0.03% [1] - The total trading volume of A-shares today is 21,403.55 billion yuan [1] Stocks Breaking Six-Month Moving Average - A total of 47 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - Haosheng Electronics (12.03%) - Senqilin (4.06%) - Shuguang Co., Ltd. (3.72%) [1] Stock Performance Data - The following stocks have notable performance metrics: - Haosheng Electronics: Today's increase of 14.32%, turnover rate of 7.33%, six-month average price of 21.38 yuan, latest price at 23.95 yuan [1] - Senqilin: Today's increase of 5.90%, turnover rate of 6.52%, six-month average price of 20.00 yuan, latest price at 20.81 yuan [1] - Shuguang Co., Ltd.: Today's increase of 5.15%, turnover rate of 10.89%, six-month average price of 3.74 yuan, latest price at 3.88 yuan [1]

Market Overview - The Shanghai Composite Index closed at 3888.00 points, above the six-month moving average, with a slight increase of 0.11% [1] - The total trading volume of A-shares reached 16993.57 billion yuan [1] Stocks Breaking the Six-Month Moving Average - A total of 46 A-shares have surpassed the six-month moving average today, with notable stocks including Shuguang Co., Zhengdan Co., and Dongbai Group, showing divergence rates of 4.78%, 4.68%, and 2.88% respectively [1] - Stocks with smaller divergence rates that have just crossed the six-month moving average include Jinjiang Hotels, Mingchen Health, and Spring Airlines [1] Top Stocks by Divergence Rate - The top three stocks with the highest divergence rates are: - Shuguang Co. (600303) with a price increase of 6.23%, turnover rate of 9.78%, six-month line at 3.74 yuan, latest price at 3.92 yuan, and a divergence rate of 4.78% [1] - Zhengdan Co. (300641) with a price increase of 6.11%, turnover rate of 6.57%, six-month line at 24.40 yuan, latest price at 25.54 yuan, and a divergence rate of 4.68% [1] - Dongbai Group (600693) with a price increase of 3.53%, turnover rate of 5.38%, six-month line at 6.27 yuan, latest price at 6.45 yuan, and a divergence rate of 2.88% [1] Additional Stocks with Notable Performance - Other stocks with significant performance include: - Tianbang Food (002124) with a price increase of 3.30%, turnover rate of 4.80%, six-month line at 3.05 yuan, latest price at 3.13 yuan, and a divergence rate of 2.74% [1] - *ST Haiyuan (002529) with a price increase of 5.06%, turnover rate of 1.38%, six-month line at 6.68 yuan, latest price at 6.85 yuan, and a divergence rate of 2.53% [1] - Senqilin (002984) with a price increase of 4.22%, turnover rate of 4.06%, six-month line at 20.00 yuan, latest price at 20.48 yuan, and a divergence rate of 2.43% [1]

Group 1 - The core viewpoint of the article highlights the financial performance and market activity of Xinxiang Chemical Fiber Co., Ltd. as of August 25, 2025, indicating a decline in revenue and profit [1] - As of the latest financial report, the company reported total revenue of 3.738 billion yuan, a year-on-year decrease of 1.52%, and a net profit attributable to shareholders of 62.7469 million yuan, down 58.58% year-on-year [1] - The company's liquidity ratios are reported as a current ratio of 1.471 and a quick ratio of 0.900, with a debt-to-asset ratio of 50.65% [1] Group 2 - Xinxiang Chemical Fiber has made investments in 13 companies and participated in 5,000 bidding projects, showcasing its active engagement in the market [2] - The company holds 53 trademark registrations and 347 patents, indicating a strong focus on intellectual property [2] - Additionally, Xinxiang Chemical Fiber has obtained 379 administrative licenses, reflecting its compliance and operational capabilities [2]

Core Viewpoint - The spandex industry in China is experiencing significant growth driven by increasing demand in various sectors, particularly in textiles and medical applications, while facing challenges related to pricing and supply-demand dynamics [1][12][20]. Industry Overview - Spandex, known for its exceptional elasticity and durability, is widely used in textiles, medical supplies, and industrial applications. Its production is primarily based on polyurethane, with a notable elongation rate of 500%-800% and over 95% recovery [2][4]. - The Chinese spandex industry is characterized by a concentrated midstream sector, with leading companies like Huafeng Chemical holding nearly 80% of the market share [4][16]. Production and Capacity - China's spandex production capacity is projected to increase from 950,000 tons in 2020 to 1,380,000 tons by 2024, with an annual growth rate of 9.78% [10][12]. - By 2025, the total production capacity is expected to exceed 1,440,000 tons, further solidifying China's position as the largest global producer [10][21]. Demand and Consumption - The demand for spandex is anticipated to maintain an annual growth rate of over 7%, driven by sectors such as sportswear and medical textiles, with functional and high-end applications gaining traction [20][22]. - The textile and apparel sector accounts for over 70% of spandex consumption, with rapid growth in sportswear and underwear segments [1][6]. Pricing Trends - The spandex market has seen a cumulative price decline of 19.11% in 2024, with expectations of a fluctuating price trend in 2025 [14][20]. - Current market conditions reflect a lack of cost support and pronounced supply-demand conflicts, limiting upward price movement [14]. Competitive Landscape - The spandex industry in China is marked by a concentration of leading players, with the top three companies holding a market share of 57% as of 2024 [16][20]. - Smaller companies are increasingly focusing on differentiated products and transitioning towards sustainable practices to remain competitive [16][18]. Future Development Trends - The industry is expected to shift towards structural optimization, innovation-driven growth, and green development, with a focus on high-quality production and technological advancements [20][23]. - Key trends include a slowdown in capacity expansion, a rise in demand for high-end and functional products, and a transition towards low-carbon and intelligent manufacturing processes [21][22][23].

Group 1 - The core viewpoint of the report highlights the increasing demand for spandex driven by its growing penetration in the textile and apparel sector, with 76% of spandex used for clothing production in 2024 and an apparent consumption volume of 102.69 million tons, reflecting a compound annual growth rate of 9.21% from 2020 to 2024, significantly higher than other mainstream fibers like polyester filament and staple [1][2] - The sales revenue of domestic apparel, footwear, and textile categories is expected to grow year-on-year from 2023 to 2024, with a cumulative sales increase of 3.10% in the first half of 2025, indicating a positive trend in clothing consumption that will further boost spandex demand [2] - The emergence of trendy products such as yoga and sun-protective clothing since 2020 has notably driven the overall demand for spandex, alongside a projected export volume of 7.88 million tons in 2024, marking a year-on-year growth of 13.23% [2] Group 2 - The spandex industry is currently facing severe overcapacity, with nominal production capacity consistently exceeding apparent consumption since 2022, leading to prolonged negative profit margins and high inventory levels [3] - As of August 2025, the average gross profit margin for spandex is projected to be -5,217 yuan per ton, indicating over two years of continuous losses, which has resulted in reduced operational willingness among companies and a decline in overall industry operating rates [3] - The exit of outdated production capacities is underway, exemplified by the closure of operations by companies like Taiguang and Xiaoxing, which will contribute to the gradual clearing of excess capacity in the spandex industry [3][4] Group 3 - The supply-demand dynamics of the spandex market may gradually improve as excess capacity is cleared, with leading companies likely to benefit first from this shift [4] - In 2024, leading spandex manufacturers Huafeng Chemical and Xinxiang Chemical Fiber are expected to have unit costs of 22,406 and 25,263 yuan per ton, respectively, which are significantly lower than the industry average of 29,711 yuan per ton, allowing them to maintain positive gross margins of 13.66% and 0.30% despite a challenging market environment [5] - If no substantial anti-involution policies are implemented, the ongoing capacity clearing combined with rising demand could lead to gradual improvements in the spandex industry's overall market conditions, with Huafeng Chemical recommended as a key investment target [5]