法律意见书 山东齐鲁（烟台）律师事务所 关于泰和新材集团股份有限公司 2024 年度股东大会的法律意见书 致：泰和新材集团股份有限公司 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》"）和中国证券监督管理委员会（以下简称"中国证监会"） 关于《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和规范性文 件的要求，山东齐鲁（烟台）律师事务所（以下简称"本所"）接受泰和新材集团股份 有限公司（以下简称"公司"）委托，指派本所律师出席公司 2024 年度股东大会（以 下简称"本次股东大会"），并出具本法律意见书。 为出具本法律意见书，本所律师对公司本次股东大会所涉及的有关事项进行了审 查，查阅了公司本次股东大会的有关文件和材料，并对有关问题进行了必要的核查和 验证。本所律师得到公司如下保证，即其已提供了本所律师认为出具本法律意见书所 必需的材料，所提供的原始文件、副本、复印件等书面材料、口头证言均符合真实、 准确、完整的要求，有关副本、复印件材料与正本原始材料一致。 在本法律意见书中，本所律师根据《股东会规则》的要求，仅对公司本次股东大 会的召 ...

Investment Rating - The report maintains a positive outlook on the chemical industry, particularly highlighting undervalued and high-growth opportunities [1]. Core Insights - The anti-dumping duties on chlorpyrifos are expected to benefit domestic companies, with a recommendation to focus on Yangnong Chemical [3][4]. - The report emphasizes the importance of orderly exports of nitrogen fertilizers, suggesting that leading domestic companies should adopt a proactive pricing strategy to avoid excessive competition [3]. - The chemical sector is experiencing a gradual recovery in PPI, with a focus on investment opportunities in cyclical products due to low inventory levels [3][4]. Summary by Sections Industry Dynamics - Current macroeconomic conditions indicate a mixed outlook for oil, coal, and natural gas prices, with oil prices supported by shale oil production costs [3][4]. - The report notes a significant price increase in PTA and MEG, driven by supply constraints and optimistic market sentiment [9][10]. Fertilizer and Pesticide Market - Domestic urea prices have risen by 2.8% to 1830 CNY/ton, influenced by export policy expectations [11]. - The report highlights the stable pricing of various pesticides, with specific price points for glyphosate and other herbicides remaining unchanged [11]. Chemical Products Pricing - The report provides detailed pricing trends for various chemical products, including a 1.6% decrease in PVC prices and stable pricing for other chemicals like DMC and silicone [12][13]. - The report indicates a cautious market sentiment in the dye industry, with prices remaining stable despite cost support from raw materials [15]. Key Company Valuations - The report includes a valuation table for key companies, with recommendations for stocks such as Yangnong Chemical (buy) and Hualu Chemical (increase) based on their projected earnings and market performance [17][18].

Summary of the Conference Call for Taihe New Materials Group Co., Ltd. Company Overview - Taihe New Materials Group Co., Ltd. was established in 1987 and focuses on high polymer new material technology [3][6] - The company adheres to values of customer-centricity, open collaboration, integrity, innovation, and excellence [3] - It aims to empower a better life through technological innovation and industry chain services, becoming a leader in the high-performance fiber industry [3] - The company has expanded into six new sectors: new energy vehicles, smart wearables, green manufacturing, information communication, bio-based materials, and green chemicals [3] Key Points Discussed Industry Position and Strategy - The company is a state-controlled mixed-ownership enterprise, with the largest shareholder being a state-owned entity [7][8] - The company has a production capacity of approximately 100,000 tons for spandex and 16,000 tons each for meta-aramid and para-aramid fibers [6] - Since 2021, the company has been focusing on upstream and downstream technologies related to aramid fibers, including the production of aramid-coated membranes and green dyeing technologies [6] Market Dynamics - The impact of US-China trade tensions is minimal on direct exports to the US, as the company has low revenue from this market since 2021 [10] - Indirectly, trade tensions may accelerate domestic substitution, particularly affecting downstream demand for spandex and aramid fibers [10] - The company is experiencing overcapacity in the spandex sector, which is heavily investment-driven [12] Future Growth and Development - The company is focusing on expanding its aramid fiber business, which is seen as a key growth area [14] - There is potential for increasing market share in aramid fibers to between 50% and 70% through new business initiatives and expanding application spaces [23] - The company is also exploring international markets, with plans for local supply through warehouses abroad, although there are no immediate plans for overseas production bases [19][22] Product Development and Innovation - The company is working on enhancing production efficiency in the spandex sector and exploring the possibility of divesting this segment [34] - New product lines, such as smart fibers and green dyeing technologies, are in development, with a focus on market introduction and customer testing [31][33] - The company is also investing in upstream raw material production to stabilize quality and reduce costs [38] Financial Performance - The profitability of the spandex segment has declined significantly, while aramid fiber profits have shown slight growth [13][34] - The company is currently experiencing stable raw material supply and prices, with production rates for meta-aramid fibers exceeding 80% [39] Additional Insights - The company is actively pursuing internationalization strategies, including hiring overseas staff for local sales [41] - The competitive landscape is characterized by price wars in the spandex market, prompting the company to focus on structural and performance adjustments [43] - The company is committed to maintaining a diverse product structure to adapt to market changes and competition [42]

Group 1: Company Overview - The company was established in 1987, initially focusing on spandex production, with a current capacity of approximately 100,000 tons [2] - The company has diversified into aramid fibers, with production capacities of 16,000 tons for meta-aramid and 16,000 tons for para-aramid, both achieved in 2004 and 2011 respectively [2] - New products include aramid-coated membranes with a production capacity of 30 million square meters, launched in 2023, and a green dyeing demonstration line aimed at reducing water and carbon usage [2] Group 2: Market Position and Challenges - The company is state-controlled, with the largest shareholder being a state-owned entity [3] - Direct exports to the U.S. are minimal, with less than 10% of revenue coming from this market since 2021, indicating limited direct impact from U.S.-China trade tensions [3] - The company faces indirect impacts from trade tensions, particularly affecting downstream demand for spandex and aramid fibers [3] Group 3: Product Development and Future Directions - The company aims to enhance its market share in aramid fibers, with potential growth in specific segments estimated between 50% to 70% [4] - The company is exploring overseas expansion, with existing warehouses abroad to facilitate local supply [4] - Future product lines will focus on advanced textiles, safety protection, new energy, and chemicals, with ongoing research in smart fibers and membrane technology [4][5] Group 4: Financial Performance and Production Efficiency - The company reports a high operating rate for meta-aramid fibers at over 80%, while para-aramid is slightly lower [6] - The company is working on improving production efficiency for spandex to mitigate profit declines, which are significantly influenced by this segment [5][6] - The company is also assessing the stability of raw material supply, with a focus on reducing costs through new investments and technology [6] Group 5: Strategic Initiatives - The company is prioritizing domestic production to accelerate local replacements and is planning international sales expansions [6] - Adjustments in product structure and differentiation strategies are being considered to address price competition in the spandex market [7] - The company is committed to enhancing its competitive edge through technological advancements and expanding its product offerings in response to market demands [7]

Investment Rating - The investment rating for the company is "Buy" (maintained) with a target price of 10.75 CNY per share [1][5]. Core Views - The company's aramid business is experiencing steady growth, while the spandex segment is under pressure due to ongoing supply-demand imbalances and price competition [4][10]. - The forecast for the company's net profit for 2025-2027 has been adjusted to 222 million, 292 million, and 361 million CNY respectively, reflecting a significant downward revision from previous estimates [5][10]. - The company is expected to maintain a strong position in the aramid market, which has a projected compound annual growth rate of 5-10% globally, despite current price competition [10]. Financial Summary - The company reported a revenue of 3,925 million CNY in 2023, with a slight increase to 3,929 million CNY in 2024, and projected revenues of 4,494 million CNY in 2025, 4,938 million CNY in 2026, and 5,359 million CNY in 2027, indicating a growth trajectory [7][13]. - The net profit attributable to the parent company is forecasted to decline significantly in 2024 to 90 million CNY, before rebounding to 222 million CNY in 2025, reflecting a growth of 147.9% [7][10]. - The gross margin is expected to improve from 16.0% in 2024 to 21.4% by 2027, indicating a recovery in profitability [7][10]. Segment Performance - The spandex segment is projected to face continued challenges, with a forecasted gross margin of -11.86% in 2024, while the aramid segment is expected to see a 13% increase in sales volume [10]. - The company is advancing its aramid-coated diaphragm industrialization process, with pilot projects already in production and full-scale production expected to begin in 2025 [10].

Investment Rating - The investment rating for the company is "Buy" (maintained) with a target price of 10.75 CNY per share [1][5]. Core Views - The report highlights that the aramid business is steadily growing, while the spandex segment is under pressure due to ongoing supply-demand imbalances and price competition [4][9]. - The company has adjusted its profit forecasts for 2025-2027, with expected net profits of 222 million, 292 million, and 361 million CNY respectively, reflecting a significant downward revision from previous estimates [5][9]. Financial Performance Summary - The company reported a revenue of 3,925 million CNY in 2023, with a slight increase to 3,929 million CNY in 2024, and projected revenues of 4,494 million CNY in 2025, 4,938 million CNY in 2026, and 5,359 million CNY in 2027, indicating a growth rate of 14.4% in 2025 [7][12]. - The net profit attributable to the parent company is expected to recover from 90 million CNY in 2024 to 222 million CNY in 2025, showing a year-on-year growth of 147.9% [5][12]. - The gross margin is projected to improve from 16.0% in 2024 to 21.4% in 2027, while the net margin is expected to rise from 2.3% in 2024 to 6.7% in 2027 [7][12]. Segment Analysis - The spandex segment is facing challenges with a projected gross margin of -11.86% in 2024, leading to further losses [9]. - The aramid segment is expected to maintain a growth trajectory, with a 13% increase in sales volume in 2024 despite a decline in revenue and gross profit due to intensified price competition [9]. - The company is advancing its aramid-coated diaphragm industrialization process, with pilot projects already in production and full-scale production expected to commence in 2025 [9].

Core Insights - The company reported a slight increase in revenue for 2024, reaching 3.93 billion yuan, but a significant decline in net profit, down 73.1% to 90 million yuan [1] - The first quarter of 2025 showed a revenue increase of 9.4% year-on-year, totaling 1.06 billion yuan, but net profit fell by 54.1% to 10 million yuan [1] - The spandex segment continues to face pressure with a gross margin decline of 11.86%, exacerbating losses [1] Segment Analysis - The aramid segment saw a 13% increase in sales volume, maintaining strong growth, but revenue and gross margin decreased by 5.8% and 15.8% respectively due to intensified price competition [1] - The global aramid market is projected to grow at a compound annual growth rate of 5-10%, indicating potential for future expansion [1] - The company is advancing the industrialization of aramid-coated membranes, with pilot projects completed in March 2023 and full-scale production expected to begin in 2025 [1] Market Conditions - The domestic spandex market is experiencing a supply-demand imbalance, with new production capacity expected to increase by 11,500 tons in 2024, a 9.3% year-on-year rise [2] - Spandex profits are under pressure, but prices showed signs of recovery towards the end of Q1 due to industry maintenance and shutdowns [2] - The company has adjusted its profit forecasts for 2025-2027, with expected net profits of 222 million, 292 million, and 361 million yuan respectively [2]

中信证券股份有限公司关于 泰和新材集团股份有限公司 2021 年度非公开发行股票持续督导 保荐总结报告书 保荐人编号：Z20374000 申报时间：2025 年 5 月 | 项目 | 基本情况 | | --- | --- | | 中文名称 | 泰和新材集团股份有限公司 | | 法定代表人 | 宋西全 | | 股本 | 862,945,783 | | 注册地址 | 烟台经济技术开发区黑龙江路 10 号 | | 证券简称 | 泰和新材 | | 证券代码 | 002254 | | 经营范围 | 氨纶、芳纶系列产品的制造、销售、技术转让、技术咨 询和服务。主要产品为"纽士达"牌氨纶丝、"泰美达" | | | 牌间位芳纶、"泰普龙"牌对位芳纶及"民士达"牌芳纶 | | | 纸。 | 一、发行人基本情况 二、本次发行情况概述 2022 年 8 月 3 日，公司收到中国证券监督管理委员会出具的《关于核准烟 台泰和新材料股份有限公司非公开发行股票的批复》（证监许可〔2022〕1684 号）， 核准公司非公开发行不超过 205,318,350 股新股。信永中和会计师事务所（特殊 普通合伙）于 2023 年 1 月 12 日出具 ...

中信证券股份有限公司 关于泰和新材集团股份有限公司 2024年度保荐工作报告 | 保荐人名称：中信证券股份有限公司 | 被保荐公司简称： 泰和新材 | | --- | --- | | 保荐代表人姓名：梁勇 | 联系电话：010-60838007 | | 保荐代表人姓名：徐焕杰 | 联系电话：010-60838007 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 无 | | 2．督导公司建立健全并有效执行规章制度的情况 | | | （1）是否督导公司建立健全规章制度（包括但不 限于防止关联方占用公司资源的制度、募集资金 | | | | 是 | | 管理制度、内控制度、内部审计制度、关联交易 | | | 制度） | | | | 是，根据《泰和新材集团股份有限公司2024 年度内部控制评价报告》、《泰和新材集团股 | | （2）公司是否有效执行相关规章制度 | | | | 份有限公司2024年度内部控制审计报告》，发 | | | 行人有效执行了相关 ...

Investment Rating - The report indicates a positive outlook for the chemical industry, suggesting a new cycle may begin due to improved domestic supply and demand, increased global market share, and declining crude oil prices [3][4]. Core Viewpoints - The chemical industry is expected to enter a new cycle driven by domestic supply-demand improvements and global market share growth, despite potential short-term impacts from overseas demand [3][5]. - The report highlights that the supply side is gradually improving due to reduced fixed asset investment growth and government policies aimed at curbing excessive competition [5][10]. - On the demand side, domestic consumption is anticipated to recover steadily, supported by government initiatives to boost consumption and stabilize the economy [26][33]. - Cost factors are favorable, with significant declines in international crude oil and domestic coal prices, which will support the profitability of chemical products [42][49]. - The report recommends specific companies within various segments of the chemical industry, including refrigerants, amino acids, military and new materials, and fertilizers, indicating potential investment opportunities [5][57]. Summary by Sections Supply Side - The report notes that the chemical industry has faced profitability pressures since 2022, but the current production cycle is nearing its end, which may lead to gradual improvement in profitability as capacity is digested [11][12]. - China's global market share in chemical products has been steadily increasing, with 2023 figures showing a 43.1% share of global sales [25][20]. Demand Side - The report emphasizes that domestic demand is expected to recover, aided by government policies aimed at stimulating consumption and investment [26][33]. - The real estate sector shows signs of stabilization, which could further support demand for chemical products [33]. Cost Side - The report highlights a significant decline in crude oil prices, with Brent crude falling by 14.71% since the beginning of 2025, which is expected to positively impact the cost structure of the chemical industry [42][38]. - Domestic coal and natural gas prices have also shown a downward trend, enhancing the cost competitiveness of chemical products [49][47]. Valuation - The report indicates that the valuation of the basic chemical and petrochemical sectors is at historical lows, suggesting substantial room for recovery as market conditions improve [54][50].