法律意见书 法律意见书 浙江天册律师事务所 关于 浙江伟星实业发展股份有限公司 2024 年度股东大会的 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 关于浙江伟星实业发展股份有限公司 2024 年度股东大会的 法律意见书 编号：TCYJS2025H0514 号 致：浙江伟星实业发展股份有限公司 浙江天册律师事务所（以下简称"本所"）接受浙江伟星实业发展股份有限 公司（以下简称"伟星股份"或"公司"）的委托，指派本所律师姚毅琳、赵锦 辉参加公司 2024 年度股东大会，并根据《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》"）和《上市 公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他有关规 范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员 的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议 所审议的议案内容和该等议案中所表述的事实或数据的真实性和准 ...

Group 1: Company Overview and Business Model - The company primarily engages in the research, manufacturing, and sales of various mid-to-high-end apparel and bag accessory products, with a focus on direct delivery to clients or designated garment processing enterprises [2] - The company aims to achieve a revenue target of CNY 5 billion by 2025, aspiring to become a "global, innovative fashion accessory kingdom" over the next five to ten years [5] Group 2: Impact of Tariffs and International Trade - The company has a low volume of direct exports to the US, with most international business concentrated in countries like Bangladesh and Vietnam, making the direct impact of tariff changes limited [2] - The company anticipates that the recent tariff increases will likely raise prices in the US apparel market, as the entire supply chain struggles to absorb the costs [4] - The company plans to adopt proactive measures to mitigate adverse effects from tariffs, including enhancing communication with downstream brand clients and garment processing enterprises [2][3] Group 3: Competitive Landscape - The apparel accessory industry is expected to see increased competition due to tariff changes, but companies with international capabilities will benefit [6] - The company differentiates itself from competitors like YKK by focusing on a "product + service" model, emphasizing quality products and comprehensive service [7] Group 4: Team Development and Future Plans - The company is committed to strengthening its talent pipeline through various initiatives, including strategic planning and training programs [8] - There are no current substantial plans for a new equity incentive program, but the company intends to implement appropriate measures to motivate its core team in the future [8]

Financial Performance - The company plans to achieve a revenue of CNY 5 billion in 2025, with total operating costs controlled at around CNY 4.25 billion, indicating a growth target of approximately 7% [9][51]. - In 2024, the company reported a revenue of CNY 4.67 billion, representing a year-on-year growth of 19.66% due to improved market demand and the implementation of a globalization strategy [15][19]. - The company’s international business generated CNY 1.58 billion in revenue in 2024, accounting for 33.81% of total revenue, with a year-on-year growth of 30.62% [12][27]. Dividend and Profit Distribution - The proposed profit distribution plan for 2024 includes a cash dividend of CNY 3.00 per 10 shares, totaling CNY 350.67 million, which represents 83.46% of the net profit attributable to shareholders [3][50]. - The company has not conducted cash dividends in previous years due to reinvestment strategies, but it aims to enhance shareholder returns in the future [3][50]. Market and Customer Structure - The company’s product structure includes buttons (42% of revenue), zippers (53%), and other new product categories [7][30]. - The customer base is primarily focused on the domestic market, with international sales accounting for only one-third of total revenue [7][30]. - The company’s top five customers contributed CNY 422 million, representing 9.04% of total sales in 2024 [40]. Strategic Initiatives - The company is focusing on enhancing its service guarantee system and improving customer satisfaction to drive growth in 2025 [3][5]. - Plans to establish a subsidiary in the United States are aimed at better serving local customer needs [3][5]. - The company is actively expanding its production capacity in Southeast Asia, particularly in Vietnam and Bangladesh, to meet local demand [4][5]. Challenges and Risks - The company anticipates facing challenges such as macroeconomic downturns, rising production costs, and uncertainties in international trade [5][6]. - The market demand is identified as a key factor affecting the company's growth, with ongoing monitoring of customer credit status to mitigate risks [6][32]. Research and Development - The company invested CNY 180.64 million in R&D in 2024, accounting for 3.86% of total revenue, showing a commitment to innovation [15][28]. - The company’s R&D investment has been consistent over the past three years, with a slight decrease in the percentage of revenue allocated to R&D [15][28]. Operational Efficiency - The company’s liquidity ratios for 2024 were 1.49 (current ratio) and 1.09 (quick ratio), indicating a stable financial position [11]. - The average accounts receivable turnover days were 37.67 days in 2024, showing an improvement in receivables management [13][32]. Global Expansion - As of the end of 2024, overseas production capacity accounted for 19.05% of total capacity, with ongoing plans to expand based on market demand [16][35]. - The company’s Vietnam industrial park generated CNY 32.10 million in revenue in 2024, although it reported a net loss of CNY 58.32 million [39]. Conclusion - The company is positioned for growth with strategic initiatives in place, despite facing external challenges. The focus on customer satisfaction, market expansion, and operational efficiency will be crucial for achieving its financial targets in the coming years [5][9].

浙江伟星实业发展股份有限公司 投资者关系活动记录表（一） 编号：2025-010 | | √特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活动 类别 | □媒体采访 □业绩说明会 | | | □新闻发布会 □路演活动 | | | √现场参观 □其他： | | | 易方达基金：郭杰、许征、张璐婷、柳俊祥 | | 参与单位名称及 人员姓名 | 兴证全球基金：童兰、李君、王志强 | | | 国盛证券：杨莹 | | | 广发证券：李咏红 | | 时间 | 2025 年 4 月 9 日 | | 地点 | 临海 | | 上市公司接待人 员姓名 | 谢瑾琨等 | | | 互动环节 | | | 1、公司直接和间接出口到美国的占比有多少，加征关税预计对公司业务影响 | | | 有多少？ | | | 答：公司主要从事各类中高档服饰及箱包辅料产品的研发、制造与销售。从 | | | 产品交付的角度看，公司主要根据品牌服饰企业的要求将产品直接交付给客户自 | | | 有或其指定的成衣加工等企业，因而公司国际业务的出口区域基本集中在孟加拉、 | | | 越南等国际服装加工出口较多的国家或地区，直接出口到欧美源 ...

事件描述 伟星股份发布2024 年报，2024 年实现营收46.7 亿元，同比+19.7%，归母净利润7.0 亿元，同比 +25.5%。其中Q4 实现营收10.9 亿元，同比+9.2%，归母净利润0.8 亿元，同比+197.5%，业绩表现符合 预期。 事件评论 业绩符合预期，品类稳步增长。销售及管理费用奖金计提节奏差异，导致Q4 业绩大幅增长，业绩表现 符合预期。2024 年公司拉链/钮扣收入分别+15.9%/22.2%至24.8/19.5 亿元，毛利率分别+1.1/0.8pct 至 42.1%/43.0%，钮扣增速高于拉链，海外增速高于国内，拓客及客户份额提升趋势延续。 越南工厂2024 年实现收入约3 千万元，亏损近6 千万元（其中汇兑损失~2 千万元），预计2025 年收入 大幅增长&亏损收窄，当前核心海外品牌仍呈现出较优增长态势，公司中长期海外客户拓展&份额提升 趋势不改。 展望后续，短期维度，美国需求走弱以及国内需求未见改善，2024Q2 公司订单高基数下预计增长承 压。中长期维度，公司持续提升智能化、自动化水平，主要拓展海外市场，海外品牌拓新客&提升老客 份额趋势不改。预计公司2025-2027 ...

Core Viewpoint - The company aims to achieve a revenue target of 5 billion yuan for 2025, with total operating costs controlled at around 4.25 billion yuan [31]. Group 1: Financial Performance - In 2024, the company reported a revenue of approximately 4.67 billion yuan, representing a year-on-year growth of 19.66% due to improved market demand and global expansion efforts [29]. - The profit distribution plan for 2024 proposes a cash dividend of 3.00 yuan per 10 shares, pending approval at the annual shareholders' meeting [2]. - The company received government subsidies totaling 56.03 million yuan in 2024, with 33.19 million yuan recognized in profit, accounting for 3.92% of total profit [15]. Group 2: Operational Insights - The company’s Vietnam industrial park generated revenue of approximately 32.10 million yuan in 2024 but reported a net loss of about 58.32 million yuan [3]. - The company’s other apparel accessories achieved a revenue of 164 million yuan in 2024, marking a year-on-year increase of 41.92% [53]. - The company’s production efficiency in Vietnam is currently lower than in domestic lines due to local workforce skill levels, indicating a need for further development [2]. Group 3: Market Position and Strategy - The company holds approximately 20% market share in the domestic mid-to-high-end button market, while its zipper products have a smaller market share [14]. - The company’s international business accounted for 33.81% of total revenue in 2024, with significant growth in overseas markets [21]. - The company plans to continue expanding its global production capacity, particularly in Southeast Asia, to meet local demand and enhance service capabilities [36]. Group 4: Future Outlook - The company anticipates a cautious approach to order intake due to overall industry caution influenced by consumer sentiment and international trade conditions [3]. - The company aims to enhance its competitive edge through intelligent manufacturing and improved customer service, focusing on high-end apparel brands [18]. - The company expects to maintain a sustainable growth trajectory, with a projected revenue increase of around 7% in 2025 [50].

Investment Rating - The industry investment rating is maintained as "Positive" [5] Core Insights - The report indicates that major US consumer companies are cautious about future fiscal year expectations, primarily due to tariff pressures and consumer downgrading trends in the US market. However, companies like Walmart and Lululemon express a more optimistic outlook for the Chinese market [3][23] - Recommendations include buying leading sportswear brand Anta Sports (02020), and considering Li Ning (02331), Xtep International (01368), and Tabo (06110) for buying or holding. Additionally, long-term prospects are favorable for resilient leading manufacturers such as Shenzhou International (02313), Weixing Co., Ltd. (002003), and Huali Group (300979) [3][23] Summary by Sections US Consumer Giants Performance - Walmart's FY26 revenue growth guidance is 3-4%, with a same-store sales increase of 23.1% in FY25Q4, driven by strong e-commerce and new store openings [10][13] - Target expects FY25 revenue growth of about 1%, with same-store sales remaining flat, facing pressure from tariffs and operational costs [14][15] - Dollar General anticipates FY25 revenue growth of 3.4-4.4%, with core consumers facing economic challenges and a notable trend of consumer downgrading [17][18] - Nike projects a mid-double-digit revenue decline for FY25Q4, with significant inventory issues and a 15% revenue drop in the Greater China region [19][20] - Lululemon expects FY25 revenue growth of 5-7%, with a strong growth forecast of 25-30% in the Greater China region [21][22] Investment Recommendations - The report suggests a cautious approach towards US consumer giants due to tariff pressures and consumer behavior changes, while highlighting positive growth prospects in China for certain brands [3][23]

Core Viewpoint - Multiple listed companies reported that the recent adjustments to U.S. tariffs have limited impact on their operations, with many having minimal direct exposure to the U.S. market [1][2][3][4][5]. Company Summaries - **Lizhong Group (SZ300428)**: The company focuses on functional intermediate alloy new materials, recycled aluminum alloy materials, and aluminum alloy wheels. Its products related to recycled aluminum alloy materials have little to no exports to the U.S., thus not affected by the tariff changes. The company is monitoring policy changes and is proactively adjusting its supply chain and customer negotiations [1]. - **Shenghong Co., Ltd. (SZ300693)**: The company’s direct exports to the U.S. amount to approximately 56 million yuan, representing only 1% to 2% of its total revenue. It has prepared for uncertainties by collaborating with a Malaysian factory for local production, expected to be ready by May 2025 [1]. - **Hudian Co., Ltd. (SZ002463)**: The company’s direct exports to the U.S. account for less than 5% of its revenue, with most products exported to Southeast Asia. It is closely monitoring trade disputes and communicating with customers to find solutions [2]. - **Xizi Clean Energy (SZ002534)**: The company has a small proportion of business related to the U.S. market, focusing mainly on Southeast Asia, the Middle East, and Africa. Its main operations are not significantly impacted by U.S. tariffs [2]. - **Hengshuai Co., Ltd. (SZ300969)**: Direct sales to the U.S. represent about 2.7% of the company’s overall business. The company uses EXW and FOB pricing methods, minimizing the impact of tariff increases. Future strategies will focus on optimizing capacity and development plans [3]. - **Jinfu Technology (SZ003018)**: The company stated that tariff issues will not significantly affect its existing overseas sales regions [5]. - **Weixing Co., Ltd. (SZ002003)**: The company’s international business is primarily in Bangladesh and Vietnam, with a very low percentage of direct exports to the U.S. [5]. - **Hailide (SZ002206)**: The company has established a multi-dimensional response mechanism, including optimizing its production structure in Vietnam and enhancing customer price negotiation strategies [5]. - **Guansheng Co., Ltd. (SH605088)**: The company does not heavily rely on the U.S. market, indicating that the tariff increases will have limited long-term effects [5].

证券代码：002003 证券简称：伟星股份 浙江伟星实业发展股份有限公司 投资者关系活动记录表 编号：2025-009 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活动 类别 | □媒体采访 □业绩说明会 | | | □新闻发布会 □路演活动 | | | □现场参观 √其他：电话会议 | | 参与单位名称及 | Point 72：Ricky Tsang、Miriam Lu | | 人员姓名 | | | 时间 | 2025 年 4 月 3 日 | | 地点 | - | | 上市公司接待人 员姓名 | 谢瑾琨等 | | | 互动环节 | | | 1、公司直接出口到美国的占比有多少，加征关税预计对公司业务影响有多 | | | 少？ | | | 答：公司主要从事各类中高档服饰及箱包辅料产品的研发、制造与销售。从 | | | 产品交付的角度看，公司主要根据品牌服饰企业的要求将产品直接交付给客户自 | | | 有或其指定的成衣加工等企业，因而公司国际业务的出口区域基本集中在孟加拉、 | | | 越南等人力成本较低的国家或地区，直接出口到欧美源头国家的业务量非常低。 | | | 因此 ...

Company Overview - Zhejiang Weixing Industrial Development Co., Ltd. emphasizes a corporate culture centered on "unity, hard work, pragmatism, and innovation," focusing on sustainable development as a core principle [3] Order and Revenue Performance - As of now, the company has maintained a year-on-year increase in order intake, although it faces short-term pressure due to consumer sentiment and international trade conditions [4] - The 2025 revenue target is set at CNY 5 billion, with a long-term goal of becoming a "global, innovative fashion accessory kingdom" [5] Business Segments - The company focuses on fashion accessories, with a particular emphasis on zippers, which have a larger market potential compared to buttons [6] - Domestic revenue reached CNY 3.094 billion, a 14.74% increase, while international revenue was CNY 1.581 billion, growing by 30.62% [7] International Operations - The Vietnam industrial park, operational since March 2024, is currently facing challenges with order volume and profitability but is expected to improve significantly in 2025 [8][9] - Direct exports to the U.S. are minimal, thus the impact of tariffs on business is limited; however, overall consumer sentiment and trade conditions remain influential [11] Production and Efficiency - The company’s smart manufacturing initiatives have improved production efficiency and product quality, leading to cost savings [12] - The overall capacity utilization rate for 2024 was 68.82%, reflecting a 2.01 percentage point increase year-on-year [13] Profitability and Market Position - Future gross margin trends will be influenced by raw material costs and product structure, with a focus on sustainable profit levels rather than solely high margins [14] - The competitive landscape is characterized by a shift towards larger, more capable enterprises as smaller firms exit the market due to various pressures [15] Competitive Advantages - Compared to competitors like YKK and Xunxing, the company differentiates itself through a "product + service" model, emphasizing comprehensive service alongside quality products [16]