法律意见书 北京海润天睿律师事务所 关于永泰运化工物流股份有限公司 2023 年年度股东大会的法律意见书 致：永泰运化工物流股份有限公司 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》）等法律、法规和其他规范性文件以及《永泰运化工 物流股份有限公司章程》（以下简称《公司章程》）的有关规定，北京海润天睿律 师事务所（以下称"本所"）接受永泰运化工物流股份有限公司（以下简称"公司"） 委托，指派本所律师出席公司 2023 年年度股东大会，并就本次股东大会的召集和 召开程序、出席会议人员及会议召集人资格、审议事项以及表决方式、表决程序、 表决结果等相关事项依法进行见证。 本所律师已审查了公司提供的召开本次股东大会的有关文件。公司已向本所 及本所律师承诺其所提供的文件和所作的陈述、说明是完整、真实和有效的，无 任何隐瞒、遗漏，并据此出具法律意见。 本所律师依据《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用原则，进行了充 分的核查 ...

证券代码：001228 证券简称：永泰运 公告编号：2024-036 永泰运化工物流股份有限公司 2023 年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。 特别提示： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 ①通过深圳证券交易所互联网投票系统进行投票的时间为 2024 年 5 月 8 日 9:15-15:00 的任意时间。 2、会议召开地点：浙江省宁波市鄞州区河清北路 299 号汇盈大厦 6 楼会议 室。 3、会议召开方式：现场和网络投票相结合的方式。 4、会议召集人：公司第二届董事会 5、现场会议主持人：董事长陈永夫先生 6、本次会议的通知、召集、召开与表决程序符合《中华人民共和国公司法》、 《中华人民共和国证券法》、《深圳证券交易所股票上市规则》等法律、行政法规、 部门规章、规范性文件和《公司章程》的规定。 （二）会议出席情况 1、会议召开时间： （1）现场会议时间：2024 年 5 月 8 日（星期三）13:30。 （2）网络投票时间 ...

深 圳 证 券 交 易 所 关于对永泰运化工物流股份有限公司 2023 年 年报的问询函 公司部年报问询函〔2024〕第 78 号 永泰运化工物流股份有限公司董事会： 我部在对你公司 2023 年年度报告（以下简称"年报"）进 行审查的过程中，关注到如下事项： （2）年报显示，公司供应链贸易服务业务实现收入 3.64 亿 1 1.年报显示，你公司提供以海运出口为主的跨境综合物流服 务，服务箱量反映了公司的服务能力。报告期内，你公司各业务 板块服务箱量合计 24.81 万 TEU，较去年同比增长 34.62%，但你 公司报告期实现营业收入 21.98 亿元，同比下滑 26.99%，主要 系跨境化工物流供应链服务收入报告期下滑 42.04%所致；实现 归母净利润 1.49 亿元，同比下滑 48.97%。请你公司： （1）说明报告期内跨境化工物流供应链服务收入出现大幅 下滑的原因；各业务板块合计服务箱量上涨但营业收入及归母净 利润却大幅下滑的原因及合理性。 元，同比增长 100%（因报告期从"其他业务"中单独拆出）。 请你公司以平实易懂的文字介绍供应链贸易服务业务的主要经 营活动及盈利模式、开展背景与原因、客户的获 ...

证券代码：001228 证券简称：永泰运 公告编号：2024-035 永泰运化工物流股份有限公司 三、其他说明 关于回购公司股份的进展公告 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，并对公告中 的虚假记载、误导性陈述或重大遗漏承担责任。 一、回购股份事项概述 永泰运化工物流股份有限公司（以下简称"公司"）于 2024 年 1 月 31 日召开 第二届董事会第十八次会议，全票审议通过《关于以集中竞价交易方式回购公司 股份方案的议案》，同意公司使用自有资金通过深圳证券交易所股票交易系统以 集中竞价交易方式回购公司已发行的人民币普通股(A 股)股票，用于股权激励或 公司员工持股计划，拟用于回购股份的资金总额不低于人民币 5,000.00 万元（含 本数），不高于人民币 10,000.00 万元（含本数），回购价格为不超过人民币 44.53 元/股。按照回购价格上限 44.53 元/股测算，回购股份数量预计为 112.28 万股- 224.57 万股，占公司目前总股本的 1.08%-2.16%。具体回购数量以回购期限届满 时实际回购的股份数量为准。回购股份的实施期限为自公司董事会审议通过回购 方案之日起 ...

Financial Performance - The company reported a revenue of ¥670,648,160.17 for Q1 2024, representing a 35.03% increase compared to the same period last year[5] - Net profit attributable to shareholders was ¥34,546,140.85, a decrease of 9.21% year-over-year[5] - Basic earnings per share decreased by 10.81% to ¥0.33 compared to the same period last year[5] - Net profit for Q1 2024 was ¥35,958,670.90, a decrease of 8.4% compared to ¥39,434,341.13 in Q1 2023[26] - Earnings per share (EPS) for Q1 2024 was ¥0.33, down from ¥0.37 in the previous year[27] - The total comprehensive income for Q1 2024 was ¥35,958,670.90, down from ¥39,434,341.13 in Q1 2023[26] Cash Flow - The net cash flow from operating activities was -¥355,586,522.08, reflecting a significant decline of 1,224.25% compared to the previous year[5] - Cash flow from operating activities showed a net outflow of ¥355,586,522.08, contrasting with a net inflow of ¥31,628,830.36 in Q1 2023[28] - The net cash flow from investment activities was -35,288,540.67 CNY, compared to -108,591,547.98 CNY in the previous period, indicating a significant reduction in cash outflow[29] - The total cash inflow from financing activities was 225,142,500.00 CNY, up from 102,634,000.00 CNY in the previous period, reflecting increased financing efforts[29] - The net cash flow from financing activities was 55,767,047.55 CNY, compared to 71,038,699.11 CNY in the previous period, showing a decrease in net cash generated[29] - The company reported a net decrease in cash and cash equivalents of -333,863,638.93 CNY, compared to -8,361,880.57 CNY in the previous period, indicating a significant cash outflow[29] Assets and Liabilities - Total assets at the end of the reporting period were ¥4,452,123,741.21, an increase of 13.63% from the end of the previous year[5] - The company's total assets increased to ¥4,452,123,741.21, compared to ¥3,918,129,226.64 at the end of the previous period[24] - The total current liabilities increased to RMB 2,389,927,265.28, up from RMB 1,858,789,122.69, indicating a rise of approximately 28.5%[22] - The company’s total liabilities reached RMB 2,566,342,322.93, up from RMB 2,039,592,510.93, indicating an increase of approximately 26%[22] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 10,427, with no preferred shareholders[14] - The largest shareholder, Chen Yongfu, holds 30.81% of the shares, totaling 32,000,000 shares[15] Operational Metrics - The total service container volume across all business segments was 50,700 TEU, with cross-border chemical logistics contributing 33,100 TEU[9] - Operating revenue for Q1 2024 reached ¥670,648,160.17, a 35.03% increase compared to ¥496,678,872.11 in the same period last year[12] - Operating costs increased by 42.42% to ¥586,123,236.71 from ¥411,557,933.67, primarily due to business growth[12] - Contract liabilities increased by 137.96% to ¥265,463,489.91 from ¥111,557,098.78, reflecting higher advance payments due to business growth[12] Investment and Expenses - Investment income surged by 2060.86% to ¥1,985,538.49 from a loss of ¥101,258.57, attributed to growth in joint venture businesses[12] - Research and development expenses grew by 39.48% to ¥1,571,477.38 from ¥1,126,628.83, indicating increased investment in R&D[12] - The company reported a significant decrease in financial expenses, which turned from ¥5,384,905.20 to a gain of ¥364,847.37, mainly due to exchange rate fluctuations[12] - Other income increased by 1407.20% to ¥422,367.80 from ¥28,023.26, driven by a rise in non-operating income[12] Accounting and Reporting Changes - The company adjusted its revenue recognition method for certain trade activities from gross to net, impacting previously reported figures[8] - The company is implementing new accounting standards starting in 2024, which may affect future financial reporting[30] - The company did not undergo an audit for the first quarter report, as indicated in the financial statements[30] Share Repurchase - The company repurchased 1,393,700 shares at a total cost of ¥34,974,965.67 as of March 31, 2024[9] - The company plans to repurchase shares with a total fund of no less than RMB 50 million and no more than RMB 100 million, with a maximum repurchase price of RMB 44.53 per share[18]

证 券 研 究 报 告 2024 年 04 月 10 日 永泰运 (001228) 公 司 研 究 / 公 司 点 评 | --- | --- | |-------------------------------|-------------------------------| | | | | | | | 基础数据 : | 2023 年 12 月 31 日 | | 每股净资产（元） | 16.89 | | | | | 资产负债率 % | 52.06 | | 总股本 /流通 A 股（百万） | 104/55 | | 流通 B 股 /H 股（百万） | -/- | 相关研究 证券分析师 报告原因：有业绩公布需要点评 买入（维持）投资要点： ⚫ 事件：永泰运发布 2023 年年度业绩报告，公司业绩整体略低于预期。受国际海运集装箱运价波动、 化工行业景气度影响，2023 年度公司实现归属于母公司所有者的净利润 1.50 亿元，与上年同期相比 下降 48.97%。 ⚫ 跨境化工物流供应链板块操作箱量同比增长 27%，业务量高增对单箱毛利润下滑带来一定对冲。22 年跨境化工物流供应链板块单箱毛利受益于行业景气周期全年维持 ...

证券代码：001228 证券简称：永泰运 公告编号：2024-031 永泰运化工物流股份有限公司 关于前期会计差错更正及追溯调整的补充公告 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。 重要内容提示： 报告期内，昊泰化工从事的化工品贸易业务主要包括异氰酸酯和橡胶两类 产品。根据细分行业的交易特点，昊泰化工开展的异氰酸酯业务的交货模式主 要为供应商直接发货模式，橡胶业务的交货模式主要包括供应商直接发货模式 和仓库货转模式。本次会计差错更正及追溯调整涉及业务为昊泰化工以仓库货 转模式开展的贸易业务，以橡胶产品为主。该类业务的开展流程为昊泰化工通 过与上游供应商签订采购合同锁定货源后，另行寻找客户签订销售合同，并根 据市场情况与客户约定具体交货时间、交货方式，由于该模式下上游供应商一 般拥有自有仓库或长期合作的第三方标准仓库，因此行业内一般会通过交付仓 库出具的货权转移单据的方式进行产品交割，即以仓库货转模式完成货权转 移。鉴于该业务采购、销售等行为均由昊泰化工根据市场情况、商务谈判情 况、采销策略等因素自主决定，销售价格并非在采购的基础上收取固定金额或 比例的价 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥496,678,872.11, a decrease of 29.86% compared to ¥708,092,267.05 in the same period last year[5] - Net profit attributable to shareholders was ¥38,051,841.70, down 24.44% from ¥50,362,789.78 year-on-year[5] - The net profit for the first quarter of 2023 was CNY 39,434,341.13, a decrease of 25.5% compared to CNY 52,972,030.29 in the same period last year[20] - Operating profit for the first quarter was CNY 54,859,551.08, down 22.8% from CNY 71,179,878.70 year-on-year[20] - The total revenue from operating activities was CNY 686,158,386.76, a decrease of 2.9% compared to CNY 706,481,618.86 in the prior year[23] - Basic and diluted earnings per share were both CNY 0.37, down from CNY 0.65 in the same quarter last year[21] Cash Flow and Assets - The net cash flow from operating activities increased by 15.94% to ¥31,628,830.36, compared to ¥27,279,947.33 in the previous year[5] - Cash flow from operating activities was CNY 31,628,830.36, an increase of 15.7% from CNY 27,279,947.33 in the same quarter last year[24] - The cash and cash equivalents at the end of the first quarter amounted to ¥704,855,907.72, slightly down from ¥713,120,722.97 at the beginning of the year[15] - The company reported a cash and cash equivalents balance of CNY 704,213,907.72 at the end of the quarter, compared to CNY 188,659,154.18 at the end of the previous year[24] - The total assets at the end of the reporting period were ¥2,346,283,403.93, reflecting a 7.20% increase from ¥2,188,709,059.72 at the end of the previous year[5] - The total assets increased to ¥2,346,283,403.93 from ¥2,192,701,655.28 at the beginning of the year, indicating growth in the company's asset base[17] Liabilities and Borrowings - The total liabilities rose to ¥562,973,683.48 from ¥451,618,954.40, suggesting an increase in financial obligations[17] - The company’s short-term borrowings rose by 65.59% to ¥174,000,000.00, compared to ¥105,081,527.77 at the end of the previous year[9] - The company reported a significant increase in short-term borrowings to ¥174,000,000.00 from ¥105,081,527.77, indicating a shift in financing strategy[17] Research and Development - Research and development expenses increased by 65.33% to ¥1,126,628.83, up from ¥681,428.45 in the previous year[9] - Research and development expenses increased to CNY 1,126,628.83, up 65.3% from CNY 681,428.45 in the previous year[20] Shareholder Information - The total number of common shareholders at the end of the reporting period is 10,197[11] - The largest shareholder, Chen Yongfu, holds 30.81% of the shares, amounting to 32,000,000 shares[11] - The second-largest shareholder, Ningbo Yongtai Qintang Investment Partnership, holds 6.31% of the shares, totaling 6,550,000 shares[11] - The top ten shareholders collectively control 37.12% of the company's shares[12] - The company has a total of 2.80% of shares held by Zhejiang Caitong Capital Investment Co., Ltd.[12] - The company has a total of 5.60% of shares held by Ningbo Qiantai Venture Capital Partnership[11] - The company has a total of 3.61% of shares held by CITIC Bank's flexible allocation mixed securities investment fund[11] Strategic Initiatives - The company plans to participate in the bankruptcy reorganization of Hongsheng Logistics, Hongsheng Technology, and New Hongsheng Chemical, indicating a strategic move for market expansion[14] - The company approved the use of part of the raised funds to increase investment in its wholly-owned subsidiaries to implement fundraising projects, showing commitment to growth initiatives[14] Inventory and Investments - The inventory level increased to ¥20,419,868.75 from ¥5,005,252.55, indicating a potential buildup in stock[16] - The long-term equity investments rose to ¥48,597,854.52 from ¥44,977,921.56, reflecting a positive trend in investment activities[16] Foreign Exchange and Financial Expenses - The company reported a foreign exchange loss of ¥6,109,200 in Q1 2023, compared to a loss of ¥922,800 in the same period last year[5] - The company incurred financial expenses of CNY 5,384,905.20, an increase of 97.1% from CNY 2,728,783.32 in the previous year[20]

Financial Performance - The company's operating revenue for Q3 2023 was ¥562,252,266.90, a decrease of 25.67% compared to the same period last year[5] - The net profit attributable to shareholders for Q3 2023 was ¥38,725,590.07, down 63.88% year-on-year[5] - The basic earnings per share for Q3 2023 was ¥0.37, a decrease of 64.08% compared to the same period last year[5] - Total operating revenue for Q3 2023 was CNY 1,630,066,609.84, a decrease of 32.3% compared to CNY 2,411,416,627.52 in the same period last year[19] - Net profit for Q3 2023 was CNY 144,784,643.52, a decline of 43.5% compared to CNY 256,808,153.61 in Q3 2022[20] - Earnings per share for Q3 2023 were CNY 1.37, down from CNY 2.66 in the same quarter last year[20] - The total comprehensive income for Q3 2023 was CNY 144,784,643.52, down from CNY 256,808,153.61 in Q3 2022[20] Assets and Liabilities - The total assets at the end of Q3 2023 reached ¥3,469,970,685.14, an increase of 58.54% from the end of the previous year[5] - As of September 30, 2023, total assets reached CNY 3,469,970,685.14, up from CNY 2,192,992,913.19 at the beginning of the year, representing a growth of approximately 58%[15] - Total liabilities as of Q3 2023 amounted to CNY 1,622,473,026.26, compared to CNY 451,927,142.14 at the end of the previous year[19] - The company’s total liabilities to equity ratio as of Q3 2023 was approximately 0.88, indicating a relatively stable financial structure[19] Cash Flow - The company reported a cash flow deficit from operating activities of ¥182,780,105.34 for the year-to-date, a decline of 204.38%[5] - The cash flow from operating activities for the current period is -182,780,105.34 CNY, compared to 175,115,865.17 CNY in the previous period, indicating a significant decline[21] - The total cash inflow from operating activities is 2,270,647,545.74 CNY, down from 2,382,840,937.22 CNY year-over-year, reflecting a decrease of approximately 4.7%[21] - The cash outflow from operating activities increased to 2,453,427,651.08 CNY from 2,207,725,072.05 CNY, representing an increase of about 11.1%[21] - The net cash flow from investing activities is -559,890,599.28 CNY, worsening from -463,843,859.13 CNY in the previous period[21] - Cash inflow from financing activities totaled 685,006,008.05 CNY, a decrease from 936,974,804.00 CNY, reflecting a decline of approximately 26.8%[22] - The net cash flow from financing activities is 411,200,691.00 CNY, down from 542,030,222.88 CNY, indicating a decrease of about 24.2%[22] - The ending balance of cash and cash equivalents is 393,651,893.54 CNY, down from 490,995,304.57 CNY, showing a decline of approximately 19.8%[22] Investments and Expenses - The company’s long-term equity investments rose by 90.81% to ¥85,820,348.19, attributed to the increase in joint ventures[8] - The company’s short-term borrowings increased by 428.47% to ¥555,326,308.33, driven by business structure adjustments and expanded operational scale[8] - Research and development expenses surged by 176.58% to CNY 3,851,835.63, attributed to an increase in the number of R&D personnel[9] - Financial expenses decreased by 74.39% to CNY -9,788,273.09, influenced by exchange rate fluctuations and increased borrowing interest[9] - Other income rose by 52.58% to CNY 24,230,557.38, primarily due to increased government subsidies[9] - Credit impairment losses decreased by 75.78% to CNY -1,696,233.17, reflecting a decline in accounts receivable[9] - Income tax expenses decreased by 42.86% to CNY 50,003,390.24, resulting from fluctuations in total profit[9] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 10,713[11] - The largest shareholder, Chen Yongfu, holds 30.81% of the shares, totaling 32,000,000 shares[11] Strategic Initiatives - The company is exploring market expansion strategies and new product development to enhance future growth prospects[12] - The company approved the establishment of a new subsidiary, Shengwangtai (Wuhai) Chemical Logistics Co., Ltd., to enhance its service offerings[14] - The acquisition of a 60% stake in Tianjin Ruibo Long Smart Supply Chain Co., Ltd. was approved, aimed at expanding the company's market presence[14] - The company plans to use CNY 2,278,200 of raised funds to increase investment in its wholly-owned subsidiary, Ningbo Yonggang Logistics Co., Ltd.[14] - The company is focusing on strategic expansions and investments to enhance its logistics capabilities and market reach[14] Accounting Changes - The company has implemented new accounting standards starting January 1, 2023, which has affected the deferred tax assets and liabilities[23] - Deferred tax assets increased by 4,283,853.47 CNY due to the new accounting standards, while deferred tax liabilities increased by 4,811,374.75 CNY[24] - The company’s retained earnings decreased by 525,757.90 CNY as a result of adjustments related to the new accounting standards[24]

Financial Performance - The company reported a revenue of RMB 500 million for the first half of 2023, representing a year-on-year increase of 15% compared to RMB 435 million in the same period of 2022[22]. - The net profit attributable to shareholders for the first half of 2023 was RMB 50 million, up 20% from RMB 41.67 million in the first half of 2022[22]. - The company's operating revenue for the reporting period was ¥1,067,814,342.94, a decrease of 35.48% compared to the same period last year[29]. - Net profit attributable to shareholders was ¥103,084,697.84, down 25.48% year-on-year[29]. - The company reported a basic earnings per share of ¥0.99, down 38.13% from the previous year[29]. - The company reported a net profit of 13,877.74 million CNY from its subsidiary Yongtai Aili, contributing significantly to the overall profitability[81]. - The company reported a total revenue of 954 million RMB for the first half of 2023, with a net profit of 262.4 million RMB[184]. Strategic Initiatives - The company plans to expand its logistics services, including domestic and international freight forwarding, which is expected to enhance operational efficiency and market reach[28]. - The company has invested in the development of a new digital logistics management platform, aiming to improve supply chain visibility and decision-making capabilities[28]. - The company has revised its business scope to include new services such as technology development and consulting in the biochemistry sector, indicating a strategic shift towards innovation[28]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand service offerings[28]. - The company plans to expand its logistics supply chain through a capital increase of RMB 610 million, fully funded by raised capital[66]. - The company is focusing on enhancing its competitive edge and improving fundraising efficiency through strategic investments and acquisitions[75]. Market Position and Growth - The company anticipates a continued growth trajectory, projecting a revenue increase of 10-15% for the full year 2023[22]. - The logistics industry is experiencing a recovery, with a 4.8% year-on-year growth in national social logistics total, indicating a positive market trend[36]. - The company aims to enhance its competitive advantage through resource integration and a one-stop service model in the cross-border chemical logistics sector[42]. - The company plans to expand its market presence in Southeast Asia, targeting a 15% market share by the end of 2024[177]. - The overall market outlook remains positive, with expected growth in the logistics sector driven by increased demand for e-commerce services[178]. Operational Challenges - The company has faced challenges related to regulatory compliance in the logistics sector, which it is actively addressing through enhanced risk management strategies[22]. - The company is exposed to foreign exchange risks due to cross-border operations, with plans to use forward foreign exchange contracts to mitigate these risks[87]. - The company has implemented measures to integrate chemical logistics supply chain resources to improve service capabilities and maintain competitive advantages[82]. Investments and Acquisitions - The company completed the acquisition of 100% equity in Shaoxing Changrun Chemical Co., Ltd. for RMB 50 million[66]. - The company has committed to a new project for the annual production of 8,000 tons of chemical blending and packaging, with an investment of 5,000 million CNY, of which 1,251.24 million CNY has been utilized, representing 25.02%[75]. - The company acquired 100% equity of Tianjin Hanuowei International Logistics Co., enhancing its hazardous chemical warehousing resources and development land[76]. - The company has established several new subsidiaries, including Ningbo Yongshun'an Supply Chain Management Co., Ltd. and Zhejiang Getai Chemical Co., Ltd., to expand its cross-border chemical logistics supply chain business[81]. Financial Management - The company will not distribute cash dividends or issue bonus shares for the current fiscal year, focusing on reinvestment for growth[6]. - The company has a total of CNY 27,341.92 million in entrusted financial management, with CNY 10,000 million from raised funds and CNY 17,341.92 million from self-owned funds[121]. - The company has no overdue or unrecovered amounts in its entrusted financial management[121]. - The company has not engaged in any securities or derivative investments during the reporting period[68][69]. Compliance and Governance - The company has maintained a high level of compliance with environmental regulations, with no administrative penalties reported during the reporting period[96]. - The company emphasizes the importance of human resources, focusing on attracting and retaining experienced professionals to meet operational demands[84]. - The company has established a comprehensive governance structure to manage various aspects of subsidiary operations, including financial and human resources[85]. - The company conducted regular safety drills and implemented strict safety management measures[98]. Shareholder Information - The company has conducted four shareholder meetings during the reporting period, ensuring transparency and active communication with investors[97]. - The total number of ordinary shareholders at the end of the reporting period was 11,802[138]. - The largest shareholder, Chen Yongfu, holds 30.81% of the shares, totaling 32,000,000 shares[138]. - The company approved a cash dividend of 3 RMB per 10 shares, totaling 31,159,382.70 RMB, to be distributed to shareholders[126].