法律意见书 浙江天册律师事务所 关于 2025 年第二次临时股东会的 法律意见书 浙江伟星实业发展股份有限公司 2025 年第二次临时股东会的 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 关于浙江伟星实业发展股份有限公司 根据本次股东会的会议通知，本次股东会现场会议召开的时间为 2025 年 10 月 15 日下午 14:30；召开地点为浙江省临海市崇和路 238 号远洲国际大酒店二楼 1 编号：TCYJS2025H1710 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、吴婧 参加公司 2025 年第二次临时股东会，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 ...

Investment Rating - The report assigns a "Buy-A" rating to the company, indicating a positive outlook for investment [11]. Core Insights - The company, Weixing Co., is a leading manufacturer of apparel accessories in China, specializing in buttons, zippers, and other related products. It has established a strong global presence with production bases in various regions, including China and Southeast Asia [5][23]. - In 2024, the company achieved a revenue of 4.674 billion yuan, representing a year-on-year growth of 19.66%, and a net profit of 700 million yuan, up 25.48% from the previous year [5][11]. - The company has a significant market share in the zipper and button segments, with zippers accounting for 53.14% and buttons for 41.81% of its revenue in 2024 [5][11]. Summary by Sections Company Overview - Weixing Co. was founded in 1988 and has developed into a major player in the apparel accessories industry, with a production capacity of 12 billion buttons and 910 million meters of zippers annually [5][23]. - The company has a diversified customer base, including well-known domestic and international brands such as Bosideng, Anta, Nike, and Adidas [5][23]. Industry Analysis - The apparel accessories industry is experiencing steady growth, with the zipper market in China showing a compound annual growth rate (CAGR) of 5.4% from 2010 to 2015, although growth has slowed since then [6]. - China is the largest exporter of zippers globally, with a significant market share, and the competitive landscape is characterized by a few dominant players and many smaller firms [6][11]. Competitive Advantages - Weixing Co. has established several competitive advantages, including strong product development capabilities, rapid production response times, and a well-established global marketing network [10][11]. - The company invests over 100 million yuan annually in research and development, enhancing its ability to innovate and meet customer needs [10][11]. Financial Forecast and Valuation - The company is projected to achieve revenues of 4.882 billion yuan, 5.394 billion yuan, and 5.912 billion yuan for the years 2025, 2026, and 2027, respectively, with expected growth rates of 4.4%, 10.5%, and 9.6% [11][12]. - The estimated price-to-earnings (P/E) ratios for 2025, 2026, and 2027 are 17.9, 15.7, and 14.2, respectively, indicating a favorable valuation trend [11][12].

Group 1: Export Chain - The export chain is expected to see improved sentiment and performance, with clarity on tariff arrangements boosting order placement by brands [1][9] - Major brands like Nike and Adidas are cautiously optimistic about demand recovery, with Nike reporting a slight revenue and gross margin beat in its recent quarterly results [2][12] - Leading manufacturers have begun to see performance improvements in Q3, with companies like Xin'ao and Bailong Dongfang anticipating revenue growth driven by increased orders [3][19] Group 2: Investment Themes - Key investment themes include leading sports and leisure brands such as Nike, Adidas, and Uniqlo, along with their core suppliers like Shenzhou International and Huayi Group, which have attractive PE ratios for 2025 [4][21] - Upstream manufacturers showing short-term order improvements and medium-term market share gains include Xin'ao and Weixing, which are expected to benefit from rising raw material prices [4][21] Group 3: Brand Apparel - The brand apparel sector continues to show signs of divergence, with retail performance impacted by fluctuating offline traffic and intense online competition [5][22] - Despite challenges, companies like Hailan Home and Luolai Life are expected to maintain positive revenue growth due to strong online and offline sales strategies [6][26] Group 4: Market Outlook - The overall market outlook for the textile and apparel industry remains cautiously optimistic, with expectations of gradual recovery in demand and performance improvements across various segments [1][9][22] - The consumer confidence index shows slight recovery, but consumers remain focused on product functionality and value for money [5][22]

Investment Rating - The report maintains an "Outperform" rating for the industry [7] Core Insights - The report highlights a significant increase in holiday travel and consumption, with an average of 3.04 billion people traveling daily from October 1 to 8, a year-on-year increase of 6.3% [3][11] - Domestic consumption is showing steady improvement, with average daily sales in related sectors increasing by 4.5% during the holiday period, driven by strong performance in digital products, jewelry, and cultural services [3][15] - The offline performance of the entertainment sector is robust, with a 39.5% year-on-year increase in audience numbers for live performances during the holiday [3][20] Summary by Sections Holiday Consumption Trends - The report notes a rise in domestic travel, with 8.88 billion domestic trips taken during the holiday, an increase of 1.23 billion trips compared to the previous year [11][12] - The average spending per person decreased by 13% despite the increase in total expenditure, which reached 809 billion yuan [11][12] Retail and E-commerce Performance - Key retail and catering enterprises saw a 2.7% year-on-year increase in sales during the holiday [19] - E-commerce platforms experienced a surge in sales of green organic foods (up 27.9%), smart home products (up 14.3%), and domestic fashion brands (up 14.1%) [19][20] Investment Recommendations - The report suggests focusing on several sectors for potential investment, including: 1. Major appliances benefiting from trade-in programs, recommending companies like Midea Group, Haier Smart Home, and Gree Electric [4][23] 2. The pet industry, which is expected to remain resilient, with recommendations for companies like Guai Bao Pet and Zhongchong Co [4][23] 3. Small appliances and branded apparel, which may see a rebound in demand, with recommendations for companies like Bear Electric and Anta Sports [4][23] 4. Electric two-wheelers, with a strong outlook for domestic sales improvement, recommending companies like Ninebot and Yadea [4][23] Global Market Opportunities - The report emphasizes the long-term theme of international expansion, recommending companies like Ecovacs and Roborock in the cleaning appliance sector, and Midea and Haier in the major appliance sector [5][24] - It also highlights the potential for motorcycle brands to increase their market share overseas, suggesting companies like Chunfeng Power and Longxin General [5][24] Market Data - The home appliance sector saw a slight decline of 0.4% this week, with specific segments showing varied performance: white goods up 0.8%, black goods down 0.3%, and kitchen appliances down 1.0% [25]

Market Overview - The textile and apparel sector has underperformed the broader market since September, with textile manufacturing outperforming branded apparel, showing +0.1% and -1.6% respectively as of October 9 [1][13] - Key companies that have seen significant gains since September include Xin'ao Co. (+16.9%), Fengtai Enterprise (+14.9%), Adidas (+11.6%), and others [1] Brand Apparel Insights - Retail sales of clothing in August grew by 3.1% year-on-year, with a 1.3 percentage point increase from the previous month [2] - The sales pressure is expected in September due to the absence of the Mid-Autumn Festival and high temperatures affecting consumer behavior [2] - E-commerce channels showed strong growth in outdoor apparel, with sportswear brands like Descente (+51%) and Lululemon (+35%) leading the way [2] Textile Manufacturing Insights - Vietnam's textile exports in September increased by 9.4% year-on-year, while footwear exports rose by 9.0% [3] - China's textile exports showed a slight improvement in August, with a 1.4% increase, although apparel and footwear exports declined significantly [3] - Wool prices saw a notable increase in September, rising by 17.5% month-on-month and 28.3% year-on-year [3] Investment Recommendations - Focus on the rebound opportunities in textile manufacturing, with expectations for order recovery in Q4 [5] - Companies like Shenzhou International, which is Nike's largest apparel supplier, and Huayi Group are highlighted as key beneficiaries of tariff changes and Nike's recovery [5] - The report suggests that the impact of tariffs will diminish in Q4, leading to a stabilization of orders [5] Key Company Forecasts - Shenzhou International is rated "Outperform" with an expected EPS of 4.37 in 2025 and a PE ratio of 13.9 [8] - Other companies such as Huayi Group and Kai Run Co. are also rated "Outperform" with positive growth forecasts [8]

Market Overview - The textile and apparel sector has underperformed the broader market since September, with textile manufacturing showing better performance than branded apparel, with respective changes of +0.1% and -1.6% as of October 9 [1][13] - Key companies that have seen significant gains since September include Xin'ao Co. (+16.9%), Fengtai Enterprise (+14.9%), Adidas (+11.6%), and others [1] Brand Apparel Insights - Retail sales of clothing increased by 3.1% year-on-year in August, with a 1.3 percentage point improvement from the previous month. However, sales in September are expected to face pressure due to the absence of the Mid-Autumn Festival and continued warm weather [2] - E-commerce channels showed strong growth in outdoor apparel, with categories like sportswear and outdoor clothing growing by 22% and 51% respectively for leading brands [2] - On social media platform Xiaohongshu, the top three brands in the sports and outdoor category saw significant follower growth, indicating strong consumer interest [2] Textile Manufacturing Insights - Vietnam's textile exports saw a year-on-year increase of 9.4% in September, while footwear exports rose by 9.0%, indicating a recovery in the sector [3] - The price of wool significantly increased in September, with a month-on-month rise of 17.5% and a year-on-year increase of 28.3% [3] - Companies like Ruohong have visibility on orders extending to Q1 2026, maintaining a revenue target of over 3 billion yuan per month [3] Investment Recommendations - Focus on textile manufacturing rebound opportunities, particularly after the release of Q3 reports. The impact of U.S. tariffs is expected to diminish, with orders stabilizing [5] - Key companies to watch include Shenzhou International, Huayi Group, and Kai Run Co., which are positioned to benefit from tariff changes and recovery in demand [5][7] - In the branded apparel segment, long-term growth is anticipated in the sports category, with recommendations for brands like Anta Sports, Xtep International, and Li Ning [7]

浙江伟星实业发展股份有限公司 董事会薪酬与考核委员会关于第六期股权激励计划 首次授予激励对象名单的公示情况说明及核查意见 2025 年 9 月 26 日，浙江伟星实业发展股份有限公司（以下简称"公司"）第九届董事 会第四次（临时）会议审议通过了《公司第六期股权激励计划（草案）》及摘要、《公司第 六期股权激励计划实施考核管理办法》等议案，具体内容详见公司于 2025 年 9 月 27 日刊 载在《证券时报》《上海证券报》《中国证券报》和巨潮资讯网（http://www.cninfo.com.cn） 的相关公告。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）、《深圳证券交易所上 市公司自律监管指南第 1 号——业务办理》等法律法规和《公司第六期股权激励计划（草 案）》等相关规定，公司在内部对第六期股权激励计划（以下简称"本激励计划"）首次授 予的激励对象（以下简称"激励对象"）姓名及职务进行了公示。董事会薪酬与考核委员会 结合本次公示情况对本激励计划的激励对象进行了核查，现说明如下： 一、激励对象名单的公示情况 1、公示内容：本激励计划激励对象的姓名和职务； 3、公示途径：公司内部公示栏； 4、反 ...

Group 1 - The core point of the article highlights the launch of the sixth equity incentive plan by Weixing Co., targeting 197 individuals including directors, executives, and key personnel, with a grant price of 5.22 yuan per share for 23 million restricted stocks [1] - The performance targets set for 2026-2028 include a compound annual growth rate (CAGR) of 7.2% for net profit after deducting non-recurring gains and losses, indicating the company's confidence in its future growth [1] - The company expects to incur share-based payment expenses of 95.8 million yuan from this new incentive plan, reflecting its commitment to long-term development [1] Group 2 - Weixing Co. is experiencing high-quality growth overseas, with solid foundations for expansion in Bangladesh and Vietnam, particularly with the gradual ramp-up of production capacity in the Vietnam industrial park expected to start operations in 2024 [1] - The company anticipates a recovery in customer order patterns in the second half of the year, following the clarification of tariff arrangements in the U.S., positioning itself as a leading supplier with strengths in development, quick response, and cost control [1] - The equity incentive plan underscores the company's confidence in its growth trajectory, emphasizing its stable growth and high dividend attributes, maintaining a "buy" rating [1]

Group 1 - The company has launched its sixth equity incentive plan, targeting 197 individuals including directors, executives, and key personnel, with a grant price of 5.22 CNY per share and a total of 23 million restricted shares to be granted [1] - The performance targets set for the incentive plan indicate a compound annual growth rate (CAGR) of 7.2% for net profit from 2026 to 2028, with specific annual growth rates of at least +16.52%, +24.22%, and +33.84% for the respective years [1][2] - The incentive plan reflects the company's confidence in its long-term development and aims for steady growth in performance, with a total share-based payment expense of 95.8 million CNY expected from 2025 to 2029 [2] Group 2 - The company has experienced a slight decrease in domestic production capacity while overseas capacity has increased, with domestic and overseas revenues showing a decline of 4.1% and an increase of 13.7%, respectively [3] - The gross profit margins for domestic and overseas operations have improved, reaching 42.2% and 44.1%, respectively, indicating a trend of high-quality growth in overseas markets, particularly in Vietnam and Bangladesh [3] - The company anticipates a gradual ramp-up in production capacity at its Vietnam facility, which is expected to enhance order fulfillment and profit contributions from overseas clients [3] Group 3 - The company is projected to achieve revenues of 4.86 billion, 5.30 billion, and 5.88 billion CNY from 2025 to 2027, reflecting year-on-year growth rates of +4.0%, +9.1%, and +10.9% [4] - The expected net profits for the same period are 670 million, 740 million, and 840 million CNY, with year-on-year changes of -5.1%, +11.4%, and +13.4% [4] - The company maintains a high dividend payout ratio of 83.5% in 2024, highlighting its stable growth and high dividend attributes [4]

Core Viewpoint - The company has approved the sixth phase of its equity incentive plan, which aims to drive performance growth and align the interests of management and shareholders [1][2]. Group 1: Equity Incentive Plan - The sixth phase of the equity incentive plan covers the years 2026 to 2028, with a total of 197 participants, an increase from 161 in the previous phase [2]. - The plan proposes to grant 23 million restricted shares, accounting for 1.97% of the company's total share capital of 1,168.88 million shares [2]. - Performance targets are set with a base average net profit of 565 million yuan for 2022-2024, requiring net profit growth rates of at least 16.52%, 24.22%, and 33.84% for the years 2026, 2027, and 2028, respectively [2]. Group 2: Performance Comparison - The previous equity incentive plan (2021-2025) has exceeded its annual targets, with an average performance exceeding targets by 15.28% from 2021 to 2024 [3]. - The company has successfully implemented five phases of equity incentive plans since 2006, consistently achieving or exceeding set targets [3]. Group 3: Long-term Growth Strategy - The company faces short-term pressures from tariff policies and weak downstream demand but expects improvement in operational performance as tariff policies are implemented [3]. - The long-term strategy focuses on expanding the zipper business globally and enhancing international presence to solidify growth [3]. Group 4: Corporate Culture and Management - The company emphasizes a customer-oriented approach supported by a modern management system, fostering a culture centered on service and collaboration [4]. - The effective equity incentive mechanism strengthens team alignment and enhances the company's ability to withstand short-term risks, supporting sustainable and high-quality development [4]. Group 5: Financial Forecast - Revenue projections for 2025, 2026, and 2027 are 4.879 billion, 5.371 billion, and 5.994 billion yuan, respectively, with corresponding EPS of 0.57, 0.61, and 0.68 yuan [5]. - The current stock price corresponds to PE ratios of 17.4, 16.3, and 14.7 for the years 2025, 2026, and 2027, respectively [5]. - Given the company's position as a leading player in the apparel accessories sector, it maintains a "buy" investment rating based on revenue growth potential and operational management capabilities [5].