国浩律师（上海）事务所 关于 无锡双象超纤材料股份有限公司 2023 年第二次临时股东大会 之 法律意见书 上海市北京西路 968 号嘉地中心 23-25 层、27 层 邮编：200041 电话：（+86）（21）5234 1668 传真：（+86）（21）5234 1670 电子信箱：grandallsh@grandall.com.cn 网址：http://www.grandall.com.cn 2023 年 8 月 关于无锡双象超纤材料股份有限公司 2023 年第二次临时股东大会 之法律意见书 致：无锡双象超纤材料股份有限公司 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对公司 本次股东大会的召集、召开程序、出席会议人员及召集人的资格、表决程序及表 决结果等有关事宜发表如下意见： 1 国浩律师（上海）事务所 法律意见书 第二节 正文 国浩律师（上海）事务所（以下简称"本所"）接受无锡双象超纤材料股份 有限公司（以下简称"公司"）的委托，指派律师出席公司 2023 年第二次临时 股东大会（以下简称"本次股东大会"），并根据《中华人民 ...

Revenue and Profitability - The company's revenue for Q1 2023 was ¥288,465,430.26, a decrease of 9.50% compared to ¥318,737,113.45 in the same period last year[5] - Net profit attributable to shareholders was ¥6,592,846.24, representing a significant increase of 210.78% from a loss of ¥5,951,257.31 in the previous year[5] - The company reported a basic earnings per share of ¥0.0246, up 210.81% from -¥0.0222 in the same period last year[5] - The company reported a net profit margin of approximately 0.03% for Q1 2023, down from the previous year's margin[20] - Operating profit for the quarter was ¥9,504,729.34, compared to an operating loss of ¥4,746,083.30 in Q1 2022, indicating a strong operational improvement[21] - Total revenue from sales was ¥215,842,144.53, slightly down from ¥230,301,944.36 in the previous year, reflecting a decrease of approximately 6.5%[23] - The total comprehensive income for the quarter was ¥6,592,846.24, compared to a loss of ¥5,951,257.31 in the same period last year, indicating a positive shift in overall financial health[22] Cash Flow and Financial Activities - The net cash flow from operating activities improved by 62.56%, reaching -¥5,414,332.07 compared to -¥14,462,627.44 in the same period last year[10] - The company’s cash flow from financing activities increased by 159.73%, amounting to ¥16,269,435.43, mainly due to bill discounting by a subsidiary[10] - The cash flow from financing activities showed a net inflow of ¥26,454,746.86, a significant increase from ¥10,185,311.43 in Q1 2022, indicating improved financing conditions[24] Assets and Liabilities - Total assets increased by 6.09% to ¥2,161,485,103.98 from ¥2,037,319,305.26 at the end of the previous year[5] - Cash and cash equivalents at the end of Q1 2023 amounted to RMB 311,753,483.38, an increase from RMB 293,839,037.56 at the beginning of the year[15] - Accounts receivable increased to RMB 78,916,641.65 from RMB 71,992,299.70, reflecting a growth of 9.88%[16] - Inventory as of March 31, 2023, was RMB 321,668,377.98, up from RMB 252,308,510.87, indicating a rise of 27.48%[16] - Total liabilities increased to RMB 1,295,539,408.24 from RMB 1,177,966,455.77, marking a rise of 10.00%[17] Other Income and Expenses - The company experienced a 1236.59% increase in other income, amounting to ¥2,268,085.02, primarily due to government subsidies[9] - The company’s financial expenses rose by 31.99%, totaling an increase of ¥490,727.05, attributed to foreign currency exchange rate fluctuations[9] - The company incurred interest expenses of ¥1,010,473.47, an increase from ¥955,837.48 in the previous year, reflecting a rise of approximately 5.7%[21] - The company reported interest income of ¥1,308,469.90, a substantial increase from ¥180,218.47 in the previous year, reflecting a growth of over 626%[21] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 14,970, with the largest shareholder holding 64.52% of the shares[12] - The company received a total of RMB 502,470,096.00 in compensation for property acquisition as part of a land requisition agreement[14]

Financial Performance - The company's operating revenue for 2022 was ¥1,392,960,194.35, a decrease of 5.24% compared to ¥1,469,952,871.99 in 2021[24]. - The net profit attributable to shareholders was a loss of ¥45,453,001.71, representing a decline of 190.03% from a profit of ¥50,484,281.53 in the previous year[24]. - The net cash flow from operating activities was negative at ¥39,982,613.69, a significant drop from ¥584,252.15 in 2021, marking a decrease of 6,943.38%[24]. - The total assets at the end of 2022 were ¥2,037,319,305.26, down 1.33% from ¥2,064,857,369.27 at the end of 2021[24]. - The net assets attributable to shareholders decreased by 5.02% to ¥859,352,849.49 from ¥904,805,851.20 in 2021[24]. - The basic earnings per share for 2022 was -¥0.1695, a decline of 190.06% compared to ¥0.1882 in 2021[24]. - The weighted average return on equity was -5.15%, a decrease of 10.78% from 5.63% in the previous year[24]. - The company's main business revenue for 2022 was ¥1,377,014,234.54, a decrease of 4.97% compared to ¥1,449,071,023.59 in 2021[50]. - The revenue from synthetic leather products was ¥493,830,565.38, down 15.11% from ¥581,755,913.89 in 2021, accounting for 35.45% of total revenue[54]. - The PMMA segment generated revenue of ¥899,129,628.97, an increase of 1.23% from ¥888,196,958.10, making up 64.55% of total revenue[54]. Operational Highlights - The company has an annual production capacity of 80,000 tons for high-end optical PMMA materials, making it the first domestic enterprise to achieve large-scale production[36]. - The company has implemented advanced production processes for ultra-fine fiber leather and optical PMMA materials, which are critical for maintaining competitive advantages in the market[38]. - The optical-grade PMMA materials segment has a design capacity of 80,000 tons/year, with a capacity utilization rate of 80.16%[45]. - The company has achieved a production capacity of 18 million meters/year for ultra-fine leather, with a utilization rate of 55.43%[45]. - The company has a planned expansion of PMMA capacity by 300,000 tons/year, currently under construction[45]. - The company has established long-term supply agreements with major suppliers to ensure stable procurement and pricing based on market conditions[41]. Research and Development - The company has a strong R&D capability, being the only enterprise to undertake the "National 863 Program" project for ultra-fine fiber technology[45]. - The company is developing new materials, including a stress-crack resistant PMMA material and a heat-resistant PMMA material, to enhance product performance and expand market applications[66]. - The company has allocated 100 million RMB for R&D in 2023, focusing on innovative technologies in synthetic materials[108]. - The number of R&D personnel increased by 1.98% to 103 in 2022 from 101 in 2021, with the proportion of R&D personnel rising to 21.37% from 17.72%[67]. - Total R&D investment amounted to ¥48,944,378.42, accounting for 3.51% of operating revenue, down from 3.70% in 2021[68]. Market and Industry Trends - The artificial leather and synthetic leather market in China is expected to grow, with a significant opportunity for high-end products like ultra-fine fiber leather[35]. - The PMMA market in China is primarily dominated by low-end products, with high-end optical PMMA products largely controlled by international chemical giants[36]. - The optical-grade PMMA products are a key focus for the company, with significant applications in LCD screens, LED lighting, and automotive tail lights, indicating a strong market demand[85]. - The market for optical-grade PMMA materials is rapidly growing, particularly in the LCD and LED sectors, highlighting the potential for significant revenue growth in this area[85]. Risk Factors - The company faces risks related to exchange rate fluctuations and rising operating costs due to raw material price volatility[4]. - The company has reported uncertainty regarding its ability to continue as a going concern due to negative net profits in recent years[24]. - The company faces risks from exchange rate fluctuations, as its export sales are primarily settled in USD, which may increase exchange rate risk[89]. - The company plans to mitigate risks from raw material price fluctuations by developing high-tech, high-margin new products and improving production processes[89]. Corporate Governance - The company adheres to strict governance practices and complies with relevant laws and regulations to ensure effective management and transparency[96]. - The company operates independently from its controlling shareholder, with a complete separation in business, personnel, assets, and finance[98]. - The company has an independent financial department with its own accounting system and tax obligations, ensuring no shared bank accounts with shareholders[100]. - The company has a structured remuneration system that aligns with risk and responsibility principles[116]. - The board of directors has actively participated in decision-making, providing constructive suggestions for the company's development[124]. Environmental Responsibility - The company has complied with all relevant environmental protection laws and regulations, ensuring all construction projects received necessary approvals[146]. - The company has established a solid waste management mechanism and regularly conducts third-party monitoring to ensure compliance[146]. - The company has invested in advanced treatment technologies to minimize environmental impact and enhance sustainability[151]. - The company is committed to continuous improvement in pollution control and environmental management practices[152]. - The company paid 93,000 yuan in environmental protection tax during the reporting period[155]. Future Outlook - The company plans to focus on expanding its PMMA product line and enhancing production efficiency in the coming year[59]. - The company aims to strengthen its market position by increasing R&D investments and enhancing product quality and performance, thereby expanding its product range[86]. - The company plans to enhance its production capacity with a project aimed at producing 30 million meters of ultra-fine fiber synthetic leather and polyurethane resin annually, utilizing advanced automation technology[86]. - The company has set a performance guidance of 1.5 billion RMB in revenue for 2023, reflecting a growth target of 25%[105]. - The company is considering strategic acquisitions to enhance its product portfolio and market presence, with a budget of 500 million yuan for potential deals[114].

证券代码：002395 证券简称：双象股份 编号：2015003 无锡双象超纤材料股份有限公司 投资者关系活动记录表 | --- | --- | --- | |-------------------------|------------------------------|--------------------------------------------| | | ■ | 特定对象调研 □分析师会议 | | | □ 媒体采访 □业绩说明会 | | | 投资者关系活动 | □新闻发布会 □路演活动 | | | 类别 | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 人员姓名 | | 苏州红方红资产管理有限公司 钱方 刘海潮 | | 时间 | 2015 年 9 月 19 | 日上午 14:30-16:00 | | 地点 | 董事会秘书办公室 | | | 上市公司接待人 | 董事会秘书：沈铭 | | | 员姓名 | 证券事务代表：金梅 | | | 投资者关系活动 | | 问：是什么原因促使公司设立体育产业基金？ | | 主要内容介绍 | | 答：由于公司在国内 ...

证券代码：002395 证券简称：双象股份 编号：2015002 无锡双象超纤材料股份有限公司 投资者关系活动记录表 | --- | --- | --- | |----------------|-------------------------|-------------------------------------------------| | | ■ | 特定对象调研 □分析师会议 | | | □ 媒体采访 □业绩说明会 | | | 投资者关系活动 | □新闻发布会 □路演活动 | | | 类别 | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 上海申银万国证券研究所有限公司 马晓天 | | 人员姓名 | | | | 时间 | 2015 年 9 月 11 | 日上午 10:40-11:20 | | 地点 | 董事会秘书办公室 | | | 上市公司接待人 | 董事会秘书：沈铭 | | | 员姓名 | 证券事务代表：金梅 | | | 投资者关系活动 | | 问：想了解下公司设立体育产业基金的情况，无 | | 主要内容介绍 | | 锡市政府对成立体育投 ...

证券代码：002395 证券简称：双象股份 编号：2015001 无锡双象超纤材料股份有限公司 投资者关系活动记录表 | --- | --- | --- | |----------------|----------------------------|------------------------------------------| | | ■ | 特定对象调研 □分析师会议 | | | □ | 媒体采访 □业绩说明会 | | 投资者关系活动 | □新闻发布会 □路演活动 | | | 类别 | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 瀚伦投资顾问（上海）有限公司 柯世锋 吴斌 | | 人员姓名 时间 | 2015 年 5 月 28 | 日上午 10:00-11:00 | | | | | | 地点 | 董事会秘书办公室 | | | 上市公司接待人 | 董事会秘书：沈铭 | | | 员姓名 | 证券事务代表：金梅 | | | 投资者关系活动 | 问：公司的主营业务是哪些？ | | | 主要内容介绍 | 答： 人造革合成革和子公司 | PMMA 产 ...