法律意见书 浙江天册律师事务所 关于 浙江新和成股份有限公司 2023 年年度股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于浙江新和成股份有限公司 2023 年年度股东大会的 法律意见书 编号：TCYJS2024H0700 号 致：浙江新和成股份有限公司 （一）经本所律师查验，新和成本次股东大会由董事会提议并召集，本次股 东大会会议通知已于 2024 年 4 月 23 日在《证券时报》《中国证券报》《上海证 券报》以及"巨潮资讯网"www.cninfo.com.cn 上公告。 （二）根据本次股东大会的议程，提请本次股东大会审议的议题为： 1、《2023 年度董事会工作报告》； 2、《2023 年度监事会工作报告》； 3、《2023 年年度报告及摘要》； 法律意见书 4、《2023 年度财务决算报告》； 根据会议通知，本次现场会议召开的时间为 2024 年 5 月 15 日（星期三）14 点 30 分，召开地点为新和成一楼会议室（浙江省新昌县七星街道新昌大道西 ...

本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 重要提示： 证券代码：002001 证券简称：新和成 公告编号：2024-022 浙江新和成股份有限公司 2023 年年度股东大会决议公告 本次会议召开期间未增加、否决或变更提案的情况。 一、会议召开和出席情况 1、会议召集人：公司董事会 2、会议方式：本次股东大会采取现场投票与网络投票相结合的方式 3、现场会议时间：2024 年 5 月 15 日（星期三）14:30 4、现场会议地点：公司总部会议室（浙江省新昌县七星街道新昌大道西路 418 号） 5、现场会议主持人：董事长胡柏藩先生 6、网络投票时间：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：2024年5月15日上午9:15-9:25、9:30－11:30，下午13:00－15:00；通过深圳 证券交易所互联网投票系统投票的具体时间为：2024年5月15日上午9:15至下午 15:00期间的任意时间。 7、本次会议的召集、召开与表决程序符合有关法律法规和《公司章程》的 规定。 二、会议出席情况 1、会议出席的情况：参加本次现场会议及网络投票的股东和 ...

Group 1: Company Performance - In 2023, the company achieved a revenue of CNY 15.117 billion and a net profit of CNY 2.704 billion [2] - In Q1 2024, the company reported a revenue of CNY 4.499 billion, representing a year-on-year growth of 24.54% [2] - The net profit for Q1 2024 was CNY 0.870 billion, with a year-on-year increase of 35.21% [3] Group 2: Business Development Strategy - The company focuses on "integration, series, and collaboration" as its development philosophy, targeting the health and new materials sectors [3] - The strategic goal is to establish a smart manufacturing system and become a leading functional chemicals enterprise [3] Group 3: Methionine Business Insights - Global demand for methionine in 2023 was approximately 1.6 million tons, with a year-on-year growth of 3.2% [3] - Domestic demand reached about 430,000 tons, increasing by 7.5% [3] - The company has a production capacity of 300,000 tons/year for methionine, equipped with smart technology [3] Group 4: New Materials Development - The company is advancing in PPS (special engineering plastics) with a leading global market share [3] - The nylon new materials project is included in Zhejiang's major industrial projects and is currently under preliminary construction [3] Group 5: Investor Q&A Highlights - The company plans to continue investing in new projects while enhancing existing products through technological upgrades [4] - The outlook for vitamin prices remains optimistic, with current prices at a low point and expected fluctuations in the future [4] - The company is confident in the methionine market, anticipating gradual capacity digestion due to increasing domestic demand [4] - Future plans include expanding the product line in bio-fermentation and enhancing competitiveness in the nylon industry [4][5]

Investment Rating - The report maintains a "Strong Buy" rating for the company, indicating an expectation to outperform the benchmark index by over 20% in the next six months [1][4][16]. Core Views - The company's revenue for Q1 2024 reached 4.499 billion yuan, a year-on-year increase of 24.54% and a quarter-on-quarter increase of 9.61%. The net profit attributable to shareholders was 870 million yuan, with a year-on-year increase of 35.21% and a quarter-on-quarter increase of 44.21% [1]. - The increase in methionine sales volume and price contributed significantly to profit growth in Q1 2024. The average price of methionine in Q1 was 21.79 yuan/kg, up 22.55% year-on-year and 2.75% quarter-on-quarter [1]. - Vitamin prices have reached a turning point, with the vitamin price index at 82.64 in Q1 2024, reflecting a quarter-on-quarter increase of 4.15%. The prices of key products like VA and VE have risen by 18.88% and 22.81% respectively from their 2023 lows [1]. - The company has a rich project reserve, including a 4,000 tons/year cysteine project and a 30 billion yuan investment in a new phosphorous amino acid project, which will inject new growth momentum into the company [1]. Financial Summary - The company is expected to achieve net profits of 3.908 billion yuan, 4.762 billion yuan, and 5.189 billion yuan for 2024, 2025, and 2026 respectively, with year-on-year growth rates of 44.5%, 21.8%, and 9.0% [2][8]. - The projected PE ratios for 2024, 2025, and 2026 are 15, 12, and 11 respectively, with a target price set at 22.68 yuan based on an 18x PE for 2024 [1][4].

Group 1: Company Performance and Projects - The company plans to achieve normal production and sales of the 150,000 tons solid methionine project in 2024, and the 180,000 tons liquid methionine project in partnership with Sinopec is progressing steadily, expected to be completed by the end of the year [3][8]. - The company has consistently focused on cash dividends to return profits to investors since its listing and will continue to do so in the future [3]. - The company aims to enhance its product competitiveness through innovation and the development of new products [3][6]. Group 2: Market and Competition - The company acknowledges the existence of competition in the industry and emphasizes its commitment to innovation-driven growth to enhance its overall competitiveness [3][6]. - The vitamin market is currently experiencing a supply surplus, leading to intense competition, with the company focusing on optimizing its production processes to maintain competitiveness [6][8]. - The company is actively expanding its international presence, having established overseas sales companies in regions such as Hong Kong, Singapore, Germany, Mexico, and Brazil [6][8]. Group 3: Financial Outlook and Strategy - The company has set a target for production value and profit growth in 2024, aligning with its operational philosophy of market expansion, development, management enhancement, and risk prevention [3][6]. - The company is committed to maintaining a focus on high-quality development and optimizing resource allocation to support international market expansion [7][8]. - The company plans to continue its investment in high-value-added products and smart manufacturing to improve production efficiency and reduce costs [6][8].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1][4]. Core Views - The company's Q1 performance significantly improved due to the simultaneous increase in both volume and price of methionine, with revenue reaching 4.499 billion yuan, a year-on-year increase of 24.5% and a quarter-on-quarter increase of 9.6%. The net profit attributable to shareholders was 870 million yuan, up 35.2% year-on-year and 44.2% quarter-on-quarter [4][5]. - The report highlights that while the prices of vitamins and other nutritional products are under pressure, the orderly release of methionine, flavoring agents, and polymer materials projects is driving steady recovery in the company's performance [4][5]. - The company is expected to maintain its "Chemicals+" and "Biology+" strategic pathways, focusing on innovation and orderly project advancement, which supports the positive outlook for the company's long-term growth [4][5]. Financial Summary - For 2024-2026, the forecasted net profit attributable to shareholders is 3.901 billion yuan, 4.525 billion yuan, and 5.202 billion yuan respectively, with corresponding EPS of 1.26, 1.46, and 1.68 yuan per share. The current stock price corresponds to P/E ratios of 15.0, 12.9, and 11.2 times [4][6]. - The sales gross margin and net margin for Q1 2024 were 35.04% and 19.40%, respectively, showing improvements compared to the previous year [5][6]. - The company has a robust project pipeline, including a 250,000-ton methionine project that has been completed, and several other projects under construction, which are expected to contribute to future profitability [5][6].

业绩简评 2024年 4月 29 日公司发布了2024年 1 季度报告，公司1 季度实 现营业收入44.99 亿元，同比增长24.54%，环比增长 9.6%；归母 净利润为8.7 亿元，同比增长35.21%，环比增长44.2%。 经营分析 核心产品价格回升，公司业绩开始修复。公司营养品业务板块产 品价格开始回暖，博亚和讯数据显示今年 1季度维生素E、维生素 A、维生素 C 和蛋氨酸的市场均价分别为65、81、25、22 元/千克， 价格同比变化分别为-13%、-9%、+8%、+21%；环比去年 4季度价格 提升幅度分别为 6%、12%、25%、3%。随着产品价格的回升公司盈 人民币(元) 成交金额(百万元) 利能力也开始向好，2024 年 1季度公司销售毛利率为35.04%，同 20.00 1,000 比提升3.4pct、环比提升3.6pct；销售净利率为19.4%，同比提 19.00 900 800 升 1.5pct，环比提升4.6pct。 18.00 700 17.00 600 500 聚焦于生物和化工两大主题，新项目稳步推进。报告期内公司原 16.00 400 有产品精细化运营，新项目和新产品的开发建设 ...

Revenue and Profit Growth - Revenue for the first quarter of 2024 increased by 24.54% year-over-year to RMB 4,498,764,263.04[3] - Net profit attributable to shareholders of the listed company rose by 35.21% year-over-year to RMB 869,622,923.96[3] - Total revenue for the quarter reached 4.50 billion RMB, a 24.5% increase compared to the same period last year (3.61 billion RMB)[21] - Net profit attributable to the parent company rose to 1.11 billion RMB, a 19.8% increase from 926 million RMB in the same period last year[21] - Operating profit for the quarter was 1,072,533,968.01 RMB, a significant increase from 754,058,342.83 RMB in the same period last year[22] - Net profit attributable to the parent company's owners reached 869,622,923.96 RMB, up from 643,158,260.22 RMB year-over-year[22] - The company's comprehensive income for the quarter was 868,391,836.11 RMB, up from 642,880,008.55 RMB year-over-year[22] Cash Flow and Financial Activities - Net cash flow from operating activities grew by 23.01% year-over-year to RMB 480,895,414.07[3] - Cash flow from operating activities was 480,895,414.07 RMB, compared to 390,927,539.55 RMB in the prior year[24] - Cash received from sales of goods and services totaled 3,763,652,141.20 RMB, up from 3,550,726,303.68 RMB year-over-year[24] - Cash outflow for purchasing goods and services decreased to 2,383,984,430.92 RMB from 2,614,897,443.35 RMB[24] - Cash flow from financing activities was 56,722,688.55 RMB, a significant drop from 968,011,828.56 RMB in the previous year[25] - The company's cash and cash equivalents at the end of the period stood at 4,570,125,619.38 RMB, down from 5,684,196,271.50 RMB year-over-year[25] - The company received 145,000,000.00 RMB from other investment-related activities, compared to 380,000,000.00 RMB in the same period last year[25] Asset and Liability Changes - Total assets as of the end of the reporting period increased by 1.18% compared to the end of the previous year to RMB 39,618,540,405.68[3] - Total assets grew to 39.62 billion RMB, up 1.2% from the beginning of the year (39.16 billion RMB)[19] - Cash and cash equivalents increased to 4.68 billion RMB, up 2.9% from the beginning of the year (4.54 billion RMB)[18] - Accounts receivable rose to 2.87 billion RMB, a 15.4% increase from the beginning of the year (2.48 billion RMB)[18] - Inventory levels increased to 4.43 billion RMB, up 2.6% from the beginning of the year (4.32 billion RMB)[18] - Long-term loans increased to 7.63 billion RMB, up 11.8% from the beginning of the year (6.82 billion RMB)[20] - Equity attributable to the parent company increased to 25.69 billion RMB, up 3.6% from the beginning of the year (24.80 billion RMB)[20] Earnings Per Share and Shareholder Information - Basic earnings per share increased by 33.33% year-over-year to RMB 0.28[3] - Basic and diluted earnings per share both increased to 0.28 RMB from 0.21 RMB in the previous year[23] - The number of ordinary shareholders at the end of the reporting period was 98,469[9] - New Hope Group Holdings Limited holds 1,539,232,431 unrestricted shares, accounting for a significant portion of the company's total shares[12] - The Fourth Employee Stock Ownership Plan completed the purchase of 29,528,181 shares at an average price of 16.2368 yuan per share, totaling 479,442,157.08 yuan[15] - The company's controlling shareholder, New Hope Group Holdings Limited, completed a share purchase plan, acquiring 17,869,906 shares, representing 0.58% of the total shares, with a total investment of 299,656,526.16 yuan[17] Investment and Income Changes - The company's investment income decreased by 101.65% year-over-year due to reduced income from joint ventures and disposal of forward exchange products[8] - Fair value change income decreased by 1,838.81% year-over-year due to exchange rate fluctuations[8] - Credit impairment losses increased by 503.69% year-over-year due to higher provisions for accounts receivable[8] - Government subsidies increased by 32.50% year-over-year, contributing to other income[8] - The company's net proceeds from the 2017 private placement were 4,867,075,500 yuan, with 14,687,350 yuan used in Q1 2024 and a remaining balance of 354,786,000 yuan[16] Operating Costs and R&D Expenses - Operating costs increased to 3.39 billion RMB, up 17.4% from the previous year's 2.89 billion RMB[21] - R&D expenses reached 202.95 million RMB, a 6.8% increase compared to the same period last year (190.08 million RMB)[21]

Investment Rating and Core Views - The report gives the company a "Buy" rating with a target price of 25 yuan [6][8] - The company is a global leader in the fine chemical industry, with a strong competitive advantage in vitamin and methionine businesses [2] - The methionine business is expected to drive significant growth, potentially doubling the company's scale [4] Vitamin Business - The vitamin industry is in a downturn, but the company's cost advantage and profitability resilience are evident [3] - The global CR4 for VA and VE in 2024 is 81% and 80%, respectively, indicating a highly concentrated market [3] - The company's self-supply of key intermediates like citral and linalool gives it a cost advantage [3] Methionine Business - Methionine is a high-growth, low-cost business with a global CR4 of 73% in 2024, suggesting a shift towards oligopoly pricing [4] - The company has a solid methionine production capacity of 300,000 tons, with an additional 180,000 tons of liquid methionine under construction [2][4] - The company's methionine business is highly competitive, with lower investment costs per ton compared to industry peers [65][66] Fragrance and New Materials Business - The fragrance and new materials businesses are well-integrated with the company's core nutrition business, leveraging shared intermediates to reduce costs [5] - The company's fragrance business benefits from the release of new capacities, such as the 5,000-ton menthol project, which started production in 2023 [30] - The new materials business, particularly PPS (polyphenylene sulfide), has a capacity of 22,000 tons, with a 7,000-ton Phase III project completed in 2023 [72] Financial Projections - The company's revenue is expected to grow from 19 billion yuan in 2024 to 25.4 billion yuan in 2026, with a CAGR of 15% [6] - Net profit is projected to increase from 4.5 billion yuan in 2024 to 7.2 billion yuan in 2026, with a CAGR of 23% [6] - The EPS is forecasted to rise from 1.46 yuan in 2024 to 2.32 yuan in 2026 [6] Industry Insights - The global methionine market is expected to grow steadily, with demand reaching 160 million tons in 2023, up 3.2% year-on-year [55] - The vitamin industry is undergoing consolidation, with DSM planning to divest its animal nutrition and health business by 2025, potentially improving the competitive landscape [52] - The PPS market is dominated by Japanese companies, but the company is making strides with its high-end PPS products, which have applications in electronics, automotive, and precision machinery [72]

2024年4月26日 公司研究 蛋氨酸、维生素景气回暖，Q1 业绩显著改善 ——新和成（002001.SZ）23 年年报&24 年一季度业绩预告点评 要点 买入（维持） 事件1：公司发布2023年年度报告，23年公司实现营业收入151亿元，同比-5%， 当 前价：18.30元 归母净利润27亿元，同比-25%；其中Q4单季度实现营业收入41亿元，同比 +2%，环比+14%，归母净利润6亿元，同比-1%，环比-2%。 作者 事件2：公司发布2024年第一季度业绩预告。2024Q1，公司预计实现归母净利 分析师：赵乃迪 润8.3-9亿元，同比+30%~+40%，环比+38%~+49%；预计实现扣非后归母净 执业证书编号：S0930517050005 利润 8.2-8.8亿元，同比+40%~+50%，环比+23%~+33%。 010-57378026 点评： zhaond@ebscn.com 维生素价格下行，23年业绩承压下滑：2023年国内VA、VE、2%生物素、固体 分析师：蔡嘉豪 蛋氨酸均价分别为85元/kg、71元/kg、42元/kg、19元/kg，分别同比-48%、 执业证书编号：S09305230700 ...