法律意见书 北京市中伦律师事务所 关于北京东方雨虹防水技术股份有限公司 2025 年第三次临时股东大会的 法律意见书 致：北京东方雨虹防水技术股份有限公司 北京市中伦律师事务所（以下简称"本所"）作为北京东方雨虹防水技术股 份有限公司（以下简称"公司"）的常年法律顾问，受公司委托，指派律师出席 公司2025年第三次临时股东大会（以下简称"本次股东大会"）。本所律师根据 《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》"）《上市公司股东会规则》等相关法律、法规、 规范性文件及《北京东方雨虹防水技术股份有限公司章程》（以下简称"《公司 章程》"）的规定，对本次股东大会进行见证并出具法律意见。 本所及经办律师依据《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， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承 担相应法律责任。 为 ...

证券代码：002271 证券简称：东方雨虹 公告编号：2025-119 北京东方雨虹防水技术股份有限公司 第九届董事会第一次会议决议公告 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。 北京东方雨虹防水技术股份有限公司（以下简称"公司"）于2025年11月19 日召开公司2025年第三次临时股东大会、职工代表大会，换届选举产生了公司第 九届董事会成员。为保证公司新一届董事会工作正常进行，全体董事一致同意豁 免本次董事会的通知期限，2025年11月19日，公司第九届董事会第一次会议在公 司会议室以现场及通讯相结合的方式召开，会议通知于2025年11月19日通过专人 送达、邮件等方式送达给全体董事。会议应到董事9人，实到董事9人，董事会秘 书列席会议，会议的召集召开符合《公司法》及《公司章程》的相关规定。经与 会董事推选，会议由李卫国先生召集并主持，全体董事经过审议通过了如下决议： 一、审议通过了《关于豁免第九届董事会第一次会议通知期限的议案》 表决结果：同意 9 票，反对 0 票，弃权 0 票。 为提高决策效率，保证公司新一届董事会工作正常进行，全体董事一致同意 ...

（编辑 郭之宸） 本报讯 （记者袁传玺）天眼查App显示，近日，东方雨虹国际贸易（北京）有限公司成立，注册资本1亿元，经营范围包 括非金属矿及制品销售、货物进出口、技术进出口、会议及展览服务、离岸贸易经营等。股东信息显示，该公司由东方雨虹全 资持股。 ...

Overview - The company has elevated its overseas strategy, prioritizing global expansion with a focus on markets in South America, North America, Southeast Asia, and the Middle East. In H1 2025, overseas revenue reached 576 million yuan, a year-on-year increase of 42.22%, accounting for 4.25% of total revenue. The CAGR for overseas revenue from 2020 to 2024 is projected at 37.07% [1] South America - The company completed the acquisition of 100% of Chile's Construmart S.A. in October 2025. The home improvement market in Chile exceeds 80 billion yuan, with a B2C model dominating at 83%. In 2024, the market shares for Sodimac, Easy, and Construmart are projected at 21.9%, 6.98%, and 2.56%, respectively, with a CR3 of 31%. Construmart has significant potential for profit improvement, with an EBITDA margin of only 3.69% in 2024, allowing the company to enhance its capabilities through products, channels, and supply chains [2] North America - The company has initiated the construction of a production and R&D logistics base in Houston, focusing on TPO waterproofing membranes and a North American R&D center. The U.S. market favors TPO membranes, holding a 75% market share, with the waterproofing membrane market projected to grow from 7.2 billion USD in 2024 to 10.4 billion USD by 2030, at a CAGR of 6.4%. The U.S. roofing market is highly concentrated, with Carlisle and GAF holding 35% and 25% market shares, respectively. The company emphasizes an integrated supply chain strategy to enhance cost advantages and market share in this concentrated environment [3] Southeast Asia - The company's Southeast Asia strategy focuses on Malaysia, Vietnam, and Thailand, with its first overseas factory in Malaysia having completed trial production. In June 2025, a partnership was established with BW Industrial Group in Vietnam to co-develop high-standard TPO roofing systems. Additionally, strategic cooperation was formed with Thailand's largest paint company, TOA, and the company acquired leading retail firms in Hong Kong to further penetrate the Southeast Asian market [4] Middle East - The company has established a production base in Saudi Arabia, aligning with the country's Vision 2030 and upcoming World Cup infrastructure demands. The Saudi government plans to invest 1 trillion USD in infrastructure by 2030. The company’s project includes two production lines for fiberglass-reinforced polyester base fabrics, which will shorten transportation distances for its products across the region. A strategic partnership was also signed with Arkaz Company for exclusive distribution of TPO roofing systems in Saudi Arabia [5] Africa - The African market shows strong demand for building materials driven by population growth and urbanization. The residential real estate market in Africa is projected to reach 18.72 trillion USD by 2029, with a CAGR of 5.93% from 2025 to 2029. Companies like Huaxin Cement and Keda Manufacturing have established early positions in the market, with overseas revenue CAGRs of 43.63% and 23.44%, respectively, from 2020 to 2024. The company maintains good interactions with several African nations, indicating significant potential for collaboration [6] Financial Forecast - The company forecasts revenues of 28.376 billion, 31.699 billion, and 35 billion yuan for 2025 to 2027, with year-on-year growth rates of 1.14%, 11.71%, and 10.41%, respectively. Net profits are expected to be 1.018 billion, 1.592 billion, and 2.430 billion yuan, with substantial growth rates of 840.98%, 56.41%, and 52.61%. The corresponding P/E ratios are projected at 30, 19, and 13 times, reflecting a strong recommendation for investment based on the company's robust platform development momentum [6]

以标准为尺，以习惯为基 在真如社区项目的建设中，东方雨虹深入践行"让标准成为习惯，让习惯符合标准"的施工理念，将标准 化管理贯穿于选材、基层处理、节点施工与验收等全流程。每一处细节都严格遵循国家规范与企业高标 准，确保建筑防水层实现无缝衔接与长效防护。 针对地下室、屋面、外墙等关键部位，项目团队采用定制化防水方案，融合高性能材料与精细工艺，有 效应对上海多雨潮湿的气候特点，从根本上提升住宅的耐久性与居住品质。 近日，由上海申能能创能源发展有限公司投资建设、市政集团第一建筑承建的真如社区B04A-01地块项 目，凭借出色的工程质量和创新的建筑理念，成功斩获2024-2025年度上海市白玉兰建设工程奖。 在这一标杆项目的背后，上海东方雨虹防水工程公司作为防水工程关键参建方，以系统化、标准化的施 工体系，为社区建筑提供了高耐久、高可靠的防水保障，从基础层面守护居住空间的舒适与安全。 荣誉印证实力 专业成就信赖 "白玉兰奖"的获得，既是对真如社区项目整体营造质量的肯定，也是对东方雨虹在建筑防水与系统服务 方面专业能力的认可。公司凭借严谨的工程管理和标准化施工体系，赢得业主与总包方的高度信任。 "我们非常荣幸能参与这样 ...

Investment Rating - The report maintains a "Positive" investment rating for the building materials industry [12] Core Insights - The report highlights that the decline in real estate and infrastructure data is expanding, with a focus on policy expectations. The sales data for real estate remains weak, with a significant year-on-year drop in sales volume and area in October [6][7] - Cement shipments have seen a slight increase, while glass inventory has decreased marginally. The report continues to recommend investments in the African supply chain and existing supply chains, while also highlighting opportunities in AI specialty fabrics [2][9] Summary by Sections Real Estate and Infrastructure - From January to October, the sales revenue and area of commercial housing decreased by 9.6% and 6.8% year-on-year, respectively. In October alone, the declines were 24.3% and 18.8%, indicating a significant worsening compared to September [6] - New construction and completion data for real estate are both weak, with completion area down 16.9% year-on-year from January to October, and new construction area down 19.8% [7] Cement and Glass Market - In November, cement demand in southern regions showed a slight recovery, while the decline in northern regions slowed. The cement shipment rate in key areas is approximately 46%, a slight increase of 0.3 percentage points month-on-month, but down 6.2% year-on-year [8] - The glass market is experiencing weak price performance, with a total inventory of 59.62 million weight boxes, a decrease of 540,000 weight boxes week-on-week [40][41] Investment Recommendations - The report recommends companies such as Huaxin Cement and Keda Manufacturing in the African supply chain, highlighting their strong performance and market advantages [9] - For existing supply chains, it suggests focusing on stable leaders that may benefit from demand recovery and structural optimization, with specific mentions of companies like Sanke Tree and Tubaobao [9]

Group 1 - The report highlights a strong recovery in the cement and fiberglass sectors, with unique performance from various consumer building materials stocks driven by anti-involution, specialty fabrics, and overseas expansion [3][11]. - In 2026, the outlook for the building materials industry includes accelerated overseas expansion, benefiting companies that have adjusted their channel, product, and sales structures over the past four years [3][11]. - The report identifies key companies to watch, including Huaxin Cement, Keda Manufacturing, and Western Cement, which are positioned well for overseas growth [3][17]. Group 2 - The building materials sector outperformed the CSI 300 index with a cumulative increase of 22.35% from the beginning of 2025 to November 14, 2025, driven by high demand for specialty fiberglass and other catalysts [8][11]. - The report notes that the cement and fiberglass sectors have achieved profit recovery, with the fiberglass sector showing significant revenue growth [11][17]. - The report emphasizes the importance of overseas markets, particularly in Africa, where population growth and urbanization present substantial opportunities for building materials companies [27][35]. Group 3 - The report discusses the transformation of distribution channels in the consumer building materials sector, highlighting companies like Sanhe Tree and Dongpeng Holdings that have successfully adapted to market changes [3][17]. - The consumer building materials segment is expected to benefit from a recovery in domestic demand, with companies like China Liansu and Beixin Building Materials showing potential for growth [3][11]. - The report indicates that the fiberglass sector is experiencing stable profit improvements, with companies like China Jushi and China National Building Material expected to perform well [3][17]. Group 4 - The report outlines the significant growth potential in the fiberglass market, with expectations for continued high demand for specialty fabrics [3][17]. - The report highlights the competitive advantage of Chinese companies in the global market, particularly in cement production, where China accounts for 47% of global output [34][35]. - The report emphasizes the importance of overseas expansion for companies like Huaxin Cement and Keda Manufacturing, which are actively increasing their production capacities in emerging markets [42][54].

Core Viewpoint - Oriental Yuhong's stock price has shown fluctuations, with a year-to-date increase of 14.02%, but a decline in revenue and net profit for the first nine months of 2025, indicating potential challenges ahead for the company [1][2]. Financial Performance - As of October 31, 2025, Oriental Yuhong reported a revenue of 20.601 billion yuan, a year-on-year decrease of 5.06%, and a net profit attributable to shareholders of 810 million yuan, down 36.61% year-on-year [2]. - The company has cumulatively distributed dividends of 10.714 billion yuan since its A-share listing, with 7.603 billion yuan distributed in the last three years [3]. Stock Market Activity - On November 18, 2025, Oriental Yuhong's stock price fell by 2.01% to 12.69 yuan per share, with a trading volume of 216 million yuan and a turnover rate of 0.88%, resulting in a total market capitalization of 30.313 billion yuan [1]. - The net outflow of main funds was 30.3615 million yuan, with significant selling pressure observed in large orders [1]. Shareholder Structure - As of September 30, 2025, the number of shareholders increased to 152,500, with an average of 12,556 circulating shares per person, a decrease of 1.02% from the previous period [2][3]. - The largest circulating shareholder is Hong Kong Central Clearing Limited, holding 379 million shares, an increase of 6.3304 million shares from the previous period [3].

Core Points - Recently, Dongfang Yuhong International Trade (Beijing) Co., Ltd. was established with a registered capital of 100 million RMB, focusing on non-metallic minerals and products sales, import and export of goods and technology, conference and exhibition services, and offshore trade operations [1][2] - The company is wholly owned by Dongfang Yuhong (002271), indicating a strategic expansion in international trade for the parent company [1][2] Company Information - The legal representative of the new company is Wang Wenping, and it is registered under the unified social credit code 91110113MAK1BADP9L [2] - The company is classified as a limited liability company (sole proprietorship) and is registered in the Shunyi District Market Supervision Administration of Beijing [2] - The business scope includes sales of non-metallic minerals and products, import and export of goods and technology, technical services, construction materials sales, and various other wholesale activities [2] Shareholder Information - The sole shareholder is Beijing Dongfang Yuhong Waterproof Technology Co., Ltd., holding 100% of the shares with a subscribed capital of 100 million RMB [2]

Core Points - A new company named Beijing Tieke Jianwei Engineering Technology Co., Ltd. has been established with a registered capital of 5 million yuan [1] - The legal representative of the company is Peng Xiaoping, and its business scope includes sales of construction materials, decorative materials, lightweight construction materials, and sealing fillers [1] - The company is jointly owned by Dongfang Yuhong (002271) and Peng Xiaoping [1]