北京雍行律师事务所 关于浙江伟星新型建材股份有限公司 2024 年度股东大会的法律意见书 致：浙江伟星新型建材股份有限公司 根据《中华人民共和国证券法》《中华人民共和国公司法》（下称"《公司法》"） 《中华人民共和国证券法》（下称"《证券法》"）《上市公司股东会规则》（下称 "《股东会规则》"）《律师事务所从事证券法律业务管理办法》（下称"《证券法 律业务管理办法》"）等相关法律、法规和规范性文件以及《浙江伟星新型建材股 份有限公司章程》（下称"《公司章程》"）的规定，北京雍行律师事务所（下称 "本所"）委派律师出席浙江伟星新型建材股份有限公司（下称"伟星新材"或"公司"） 2024 年度股东大会（下称"本次股东大会"），并出具本法律意见书。 本所律师已经按照《股东会规则》的要求对本次股东大会的真实性、合法性 进行了核查和验证（下称"查验"）并发表法律意见，本法律意见书中不存在虚假 记载、误导性陈述及重大遗漏，否则本所律师将承担相应的法律责任。 本所律师根据《证券法律业务管理办法》和《股东会规则》的要求，按照律 师行业公认的业务标准、道德规范和勤勉尽责精神，对本次股东大会的相关文件 和有关事实进行了查验，现出 ...

Investment Rating - The industry rating is "Recommended" [4] Core Views - The new housing market is showing signs of recovery, with a notable increase in new home transactions in major cities, indicating a potential boost in demand for construction materials [2][20] - The cement market is experiencing a slight price decline, but demand is expected to improve as weather conditions stabilize and construction activities pick up [3][23] - The report emphasizes the importance of domestic consumption and infrastructure investment, particularly in light of the "equal tariff" environment, which is expected to strengthen domestic demand [7][9] Summary by Sections Housing Market - In the 18th week of the year, new home transaction area in 30 major cities reached 165.19 million square meters, up 21% year-on-year and 6.19% month-on-month [2][20] - The total transaction area for new homes in these cities is 29.32 million square meters, showing no year-on-year change [2][20] - Second-hand home transactions in 15 monitored cities increased by 56% year-on-year but saw a significant month-on-month decline [21] Cement Market - The national average cement price is 390.83 yuan per ton, down 0.8% from the previous week, with price increases mainly in Liaoning and Jilin [3][23] - The cement market is expected to stabilize as demand improves and companies engage in peak-shifting production practices [23] Investment Recommendations - Recommended companies include: - **Oriental Yuhong**, **Weixing New Materials**, and **Tubaobao** for their strong operational resilience and high dividends [7] - **China Construction** and **China Communications Construction** as beneficiaries of increased infrastructure investment [7] - **Jinchengxin** for its strong performance in copper resource development [7] - **Heilongjiang Hongda** and **Xuefeng Technology** in the civil explosives sector due to high demand [7] Industry Trends - The report highlights the ongoing trend of domestic substitution in various sectors, particularly in ship coatings and industrial coatings, with companies like **Maijia Xincai** and **Songjing Coatings** positioned to benefit [7] - The "Belt and Road" initiative is expected to gain momentum, benefiting international engineering companies such as **China Construction** and **China Metallurgical** [7]

Group 1 - The company reported a total revenue of 895 million yuan in Q1 2025, a year-on-year decrease of 10.20% [1] - The net profit attributable to shareholders was 114 million yuan, down 25.95% year-on-year, with a basic EPS of 0.07 yuan per share, a decline of 30.00% [1] - Investment income saw a significant drop of 295.63% to -5.56 million yuan, primarily due to reduced fair value changes in financial assets [1] Group 2 - The gross profit margin for Q1 2025 was 40.45%, a decrease of 1.03 percentage points year-on-year, while the net profit margin was 12.95%, down 2.82 percentage points [2] - Operating cash flow improved significantly, with a net cash flow of 85 million yuan, an increase of 148.13% year-on-year, driven by reduced raw material procurement expenses [2] - The industry is experiencing increased concentration as smaller companies exit the market, with the company expanding its overseas market presence [2] Group 3 - The company is advancing its "Concentric Circle Strategy" to enhance customer experience and drive average revenue per user growth through new product categories [3] - The company maintains its earnings forecast for 2025-2027, expecting EPS of 0.64 yuan, 0.71 yuan, and 0.76 yuan, with corresponding PE ratios of 18.3x, 16.6x, and 15.6x [3]

Core Viewpoint - The company,伟星新材, reported a decline in retail sales revenue and net profit in Q1 2025, attributed to high base effects from the previous year and weak market demand, while emphasizing a focus on high-quality positioning and price stability. Group 1: Financial Performance - In Q1 2025, the company's main revenue was 895 million yuan, a year-on-year decrease of 10.2% [10] - The net profit attributable to the parent company was 114 million yuan, down 25.95% year-on-year [10] - The company's debt ratio stood at 19.16%, with investment income at -5.56 million yuan and financial expenses at -2.47 million yuan [10] - The gross profit margin was reported at 40.45% [10] Group 2: Retail Business Insights - The decline in retail sales revenue was primarily due to a high base from 2024 and overall weak market demand [2] - The company is focusing on a "three high" positioning strategy to stabilize its pricing system [2][7] - The demand for home decoration is closely linked to economic conditions, with rigid demand remaining stable while improvement demand is suppressed [5] Group 3: Industry Competition - The plastic pipe industry remains highly competitive, with intensified competition among brand enterprises and difficulties for small and medium-sized companies [3] Group 4: Business Development - The waterproof business saw a slight decline in sales revenue, but brand influence is gradually increasing, with a good growth in service customers [4] - The water purification business is undergoing adjustments and optimizations, focusing on organizational changes, product innovation, and channel empowerment [5] - The integration of Zhejiang Kairui and Guangzhou Hexin is ongoing, with efforts to enhance operational quality through resource sharing and management optimization [6] Group 5: Market Strategy - The company aims to stabilize its pricing system through improvements in product and service quality, while engineering business pricing is market-driven [7] - The retail business's main sales channels include home decoration companies, project managers, and self-purchasing by homeowners, with a growing share from home decoration companies in first and second-tier cities [10] Group 6: Future Outlook - The company maintains a stable and transparent dividend policy, planning to follow its articles of association and future shareholder profit distribution plans [8] - The company sees potential for market share growth in various regions, influenced by local consumption habits and economic development [8]

Group 1: Retail Business Performance - The retail business sales revenue in Q1 2025 decreased year-on-year due to a high base in 2024 and overall weak market demand [2] - The company emphasizes a "three high" positioning to stabilize the pricing system, impacting some market sales [2] - The demand for retail business is closely linked to economic conditions, with rigid demand less affected while improvement demand is suppressed [2] Group 2: Industry Competition - The plastic pipe industry remains highly competitive, with intensified competition among brand enterprises and difficulties for small and medium-sized companies [2] - Industry concentration is continuously increasing as weaker players are eliminated [2] Group 3: Business Development and Strategy - The waterproof business saw a slight decline in sales revenue, but brand influence is gradually increasing, with a good growth in service households [3] - The water purification business is in a phase of adjustment and optimization, focusing on organizational change and product innovation [3] - The company will enhance integration with acquired companies to improve operational quality [3] Group 4: Pricing and Market Strategy - The retail business stabilizes pricing through product and service enhancement, while engineering business pricing is market-driven [3] - The company maintains a stable and transparent dividend policy, considering various factors for profit distribution [3] Group 5: Market Potential and Sales Channels - The company’s market share varies across regions, influenced by local consumption habits and economic development [3] - The main sales channels for retail business include home decoration companies, project managers, and self-purchasing by homeowners, with a growing share from home decoration companies in first and second-tier cities [4]

Group 1: External Environment - The global economic growth is insufficient, with rising unilateralism and protectionism, leading to increased uncertainty in international trade and geopolitical conflicts [3] - The domestic economy is stable overall, but faces challenges such as insufficient effective demand, weak consumption, and investment [3] Group 2: Company Performance Overview - In 2024, the company achieved revenue of 6.267 billion CNY, a decrease of 1.75% year-on-year, and a net profit of 0.953 billion CNY, down 33.49% [4] - The decline in profit is attributed to increased marketing expenses (116.71 million CNY), reduced investment income from joint ventures (166.94 million CNY), and increased goodwill impairment (73.97 million CNY) [4] Group 3: Key Initiatives for 2024 - Focus on retail business to strengthen market presence and adapt to changes [5] - Enhance risk control and quality in engineering business [5] - Accelerate internationalization and improve brand image [5] Group 4: Highlights and Shortcomings of the Annual Report - Sales revenue remained relatively stable despite market challenges, with retail business showing resilience [6] - The company maintained a high return on equity compared to peers, and effectively controlled accounts receivable and cash flow [6] - Shortcomings include a decline in market prices and gross margins, slow transformation in engineering business, and ongoing adjustments in the water purification business model [6] Group 5: 2025 Development Plan - The company aims for a revenue target of 6.580 billion CNY in 2025, with a cost control target of around 5.350 billion CNY [8] - Strategic focus on sustainable development and high-quality growth, with an emphasis on retail and engineering business improvements [8] Group 6: Market and Competitive Landscape - The company’s PPR business maintained stable gross margins through product upgrades and service combinations [9] - The competitive landscape remains intense due to the influx of engineering competitors into the retail market and ongoing price wars [11] Group 7: Future Outlook and Challenges - The company acknowledges the difficulty in achieving a 5% revenue growth target in 2025 due to a challenging external environment [9] - Plans to control sales expenses while maintaining necessary investments in brand promotion and market development [12]

Group 1: Financial Performance - In Q1 2025, the company achieved revenue of 895 million CNY, a year-on-year decrease of 10.20% [2] - Net profit attributable to shareholders was 114 million CNY, down 25.95% year-on-year [2] - Net profit excluding non-recurring gains and losses also stood at 114 million CNY, reflecting a decline of 19.42% year-on-year [2] Group 2: Key Highlights - Despite a challenging external environment and intense price competition, the company's gross margin remained resilient due to strategic adjustments focusing on high-end branding, service, and value [2] - Effective cost control measures led to a reduction in sales expenses by over 10 percentage points, optimizing expenditure through investment-output analysis [2] - The company maintained good operational quality with effective management of accounts receivable and cash flow [2] - The "Star Butler" service user base remained stable, indicating a solid market foundation [2] Group 3: Challenges and Responses - The company acknowledged a significant decline in sales revenue as a notable challenge [2] - Raw material purchases were reduced in response to current market demand and price trends [3] - The pricing strategy for retail products in 2024 will generally follow a cost-plus principle, with some adjustments in specific markets and products to enhance market expansion [3] Group 4: Future Outlook - The company plans to maintain a stable dividend policy, adhering to its articles of association and shareholder return plans [3] - For 2025, the company aims to uphold its "three high" positioning through product iteration and service upgrades to stabilize the retail pricing system [3] - The waterproof business experienced a slight decline in sales revenue, but the number of service users showed healthy growth [3] - The water purification business model is still in the exploration and improvement phase [3]

Financial Performance - In Q1 2025, the company achieved revenue of 895 million CNY, a year-on-year decrease of 10.20% [2] - Net profit attributable to shareholders was 114 million CNY, down 25.95% year-on-year [2] - Net profit excluding non-recurring gains and losses also stood at 114 million CNY, reflecting a decline of 19.42% [2] Key Highlights - Despite a challenging external environment and intense price competition, the company's gross margin remained resilient due to strategic adjustments focusing on "three highs": high-end brand, high-end service, and high-end value [3] - Effective cost control measures led to a reduction in sales expenses by over 10 percentage points [3] - The company maintained good operational quality with effective management of accounts receivable and cash flow [3] - The "Star Housekeeper" service user base remained stable, indicating a solid market foundation [3] Business Segmentation - In Q1 2025, retail and engineering business revenue accounted for approximately 71% and 29%, respectively [4] - The waterproof business saw a slight decline in revenue, but the number of service users continued to grow [5] - The net water business model is still in the process of exploration and improvement [5] Market Competition and Strategy - The competitive landscape remains unchanged, primarily among brand enterprises, with ongoing price wars [4] - The company is actively adjusting its strategies based on market conditions and consumer demand, reinforcing its "three highs" market positioning and "win-win" business philosophy [4] Regional Market Outlook - The company's market share varies across different regions, influenced by local consumption habits, economic development, competition, and internal capabilities [6] - Significant improvements in market share across all regions will require a longer time frame [6] International Expansion - In 2024, the company's overseas business showed significant growth, although its overall share remains low [7] - The company plans to accelerate its overseas market layout, targeting the larger international market and learning from successful products and technologies in Europe and the US [7] Pricing Strategy - The company maintains a pricing strategy focused on high-quality products and services, aligning with market demand for superior offerings [8] - Although this strategy may lead to short-term challenges, it is viewed as a correct long-term choice [8] Shareholder Returns - The company's dividend policy is stable and transparent, with plans to continue adhering to its charter and shareholder return guidelines [8]

Financial Performance - The company's net profit attributable to shareholders decreased by 33.49% compared to the previous year, primarily due to increased market investment and brand promotion costs, which rose by 116.71 million yuan, and a decrease in investment income from joint ventures by 166.94 million yuan [6][18]. - Cash and cash equivalents decreased by 45.43% compared to the beginning of the year, mainly due to increased cash dividends and investments in financial products [3][6]. - Non-recurring gains and losses amounted to 35.77 million yuan during the reporting period [5]. Investment and Growth - The investment amount increased by 1.70 billion yuan compared to the same period last year, primarily due to the purchase of bank financial products totaling 1.80 billion yuan [5][6]. - The company plans to achieve a revenue target of 6.58 billion yuan in 2025, with costs and expenses aimed to be controlled around 5.35 billion yuan [19]. Market and Business Strategy - The company is focusing on enhancing its market share in the retail business while maintaining a healthy development in the engineering business [19]. - The company’s overseas business revenue grew by 26.65% compared to the previous year, indicating a positive trend in international market expansion [14]. Corporate Governance and Compliance - The company has established a robust internal control system in compliance with relevant laws and regulations, enhancing operational standards and protecting shareholder interests [3][6]. - The company’s independent directors actively participated in various governance activities, ensuring effective oversight and communication with management [2][4]. Dividend Policy - The company maintains a stable dividend policy, planning to distribute 5.00 yuan per 10 shares for the 2024 fiscal year, pending approval at the shareholders' meeting [3][11]. Research and Development - In 2024, the company filed 234 patents, including 33 invention patents, and was recognized as a "National Technology Innovation Demonstration Enterprise" [7]. - The company is committed to continuous product innovation and technology advancement, focusing on new applications and market opportunities [7][17]. Risk Management - The company anticipates facing risks related to macroeconomic changes, intensified industry competition, and fluctuations in raw material prices, and is implementing strategies to mitigate these risks [19][20].

Investment Rating - The report maintains a "Strong Buy" investment rating for the company, indicating a strong performance relative to market benchmarks [2][6]. Core Insights - The company achieved a revenue of 6.267 billion yuan in 2024, a decrease of 1.75% year-on-year, with a net profit attributable to shareholders of 953 million yuan, down 33.49% year-on-year [3][4]. - Despite a decline in revenue, the company managed to increase its market share, with a sales volume of 300,400 tons for pipes, reflecting a growth of 2.30% year-on-year [4]. - The company has maintained a high dividend payout ratio of 99% in 2024, continuing an upward trend since 2023, supported by strong cash flow and low debt levels [5][6]. Financial Performance Summary - In 2024, the company's operating costs increased by 2.82% year-on-year, leading to a gross margin of 41.72%, which is a decrease of 2.60 percentage points compared to the previous year [4]. - The company’s net profit is projected to recover in the coming years, with estimates of 1.042 billion yuan, 1.126 billion yuan, and 1.237 billion yuan for 2025, 2026, and 2027 respectively, corresponding to EPS of 0.65, 0.71, and 0.78 yuan [6][11]. - The company’s asset-liability ratio was 21.07% in 2024, indicating a strong financial position with ample liquidity [5]. Market Position and Competitive Advantages - The company ranks 6th in brand strength and value within the construction materials industry, maintaining its position as one of the top ten brands in plastic pipes in China [6]. - The company has a well-established marketing network with over 50 sales companies and more than 30,000 marketing outlets, which supports its competitive edge [6]. - The company has contributed to over 260 national and industry standards and holds more than 1,700 patents, showcasing its commitment to innovation and industry leadership [6].