关于中顺洁柔纸业股份有限公司 北京博星证券投资顾问有限公司 第四期员工持股计划（草案）的 独立财务顾问报告 二〇二五年七月 | | | | 目 | 录 | 1 | | --- | --- | --- | | 释 | 义 | 2 | | 声 | 明 | 3 | | | 一、本员工持股计划的主要内容 | 4 | | | （一）员工持股计划的资金来源、资金规模 | 4 | | | （二）员工持股计划参加对象的确定标准 | 4 | | | （三）员工持股计划的认购情况 | 4 | | | （四）员工持股计划的股票来源、购股规模、购股价格 | 5 | | | （五）员工持股计划的存续期、锁定期 | 7 | | | （六）员工持股计划的考核标准 | 7 | | | （七）员工持股计划的管理模式 | 9 | | | （八）员工持股计划的资产分配、持有人所持权益的处置 | 9 | | | （九）本员工持股计划的其他内容 | 11 | | | 二、独立财务顾问的核查意见 | 12 | | | （一）关于实施员工持股计划可行性的核查意见 | 12 | | | （二）关于实施员工持股计划对公司持续经营能力、股东权益影响的核查意见 ...

Guangdong Jinshanshi Law Firm 广东金山石律师事务所 邮编：510075 Post Code：510075 电话：020-37663417 Tel：020-37663417 传真：020-37663417 Fax：020-37663417 地址：广东省广州市越秀区先烈中路 102 号 Add：North Tower 2115, Huasheng Building, No.102 华盛大厦北塔 2115 室 Xianlie Middle Road, Yuexiu District, Guangzhou 广东金山石律师事务所 关于 中顺洁柔纸业股份有限公司 第四期员工持股计划的 法律意见书 （2025）金山石法意第 001 号 致：中顺洁柔纸业股份有限公司 广东金山石律师事务所（以下简称"本所"）接受中顺洁柔纸业股份有限公 司（以下简称"公司"）的委托，就公司第四期员工持股计划（以下简称"本员工 持股计划"）相关事宜担任专项法律顾问，并就本员工持股计划出具本法律意见 书。 本所律师根据《中华人民共和国公司法》《中华人民共和国证券法》（以 下简称《证券法》）、《关于上市公司实施员工持股计 ...

Investment Rating - The industry investment rating is "Hold" [1] Core Views - The report highlights a significant divergence in performance among companies as they release their semi-annual earnings forecasts, with some companies showing remarkable growth while others face declines [3][19] - Key drivers for growth include market expansion, product upgrades, operational efficiency improvements, and effective cost control [21][24] Summary by Sections Semi-Annual Earnings Forecasts - Jiangxin Home reported a net profit of 410-460 million yuan for H1 2025, representing a year-on-year growth of 43.70%-61.23% [21] - Aorijin expects a net profit of 850-960 million yuan for H1 2025, with a growth rate of 55%-75% [21] - Zhongshun Jierou anticipates a net profit of 140-160 million yuan, reflecting a growth of 59.85%-82.68% [24] - Saifutian forecasts a turnaround with a net profit of 2.55-3.80 million yuan, compared to a loss of 12.49 million yuan in the previous year [23] Market Performance - From July 14 to July 18, 2025, the Shanghai Composite Index rose by 0.69%, while the ShenZhen Component Index increased by 2.04% [25] - The light industry manufacturing index rose by 0.08%, ranking 21st among 31 sectors, while the textile and apparel index increased by 0.24%, ranking 19th [25] Key Data Tracking - Real estate data shows a significant decline in property transactions, with a 35.98% decrease in the transaction area of commercial housing in major cities [34] - The price of cotton in China is reported at 15,508 yuan per ton, with a week-on-week increase of 1.59% [12] - The report indicates a notable increase in furniture sales, with June 2025 sales reaching 20.77 billion yuan, a year-on-year increase of 28.7% [9]

Core Viewpoint - After four consecutive years of declining performance, Zhongshun Jierou (002511.SZ) is expected to return to growth in the first half of 2025, with a projected net profit of 140 million to 160 million yuan, representing a year-on-year increase of 59.85% to 82.68% [2][8]. Company Overview - Zhongshun Jierou was founded by Deng Yingzhong, who transformed the company from a small workshop into a leading enterprise in the consumer paper industry [2]. - In 2021, Deng initiated a de-familization strategy, transferring management to a professional team led by Liu Peng, who became the chairman [2][6]. Financial Performance - The company faced significant profit declines due to rising raw material prices over the past four years, with net profits dropping from 3.49 billion yuan in 2017 to 771.8 million yuan in 2024 [7][8]. - The anticipated recovery in 2025 is attributed to a decrease in raw material prices and improved management efficiency, with a projected revenue increase [8]. Strategic Initiatives - Liu Peng attempted to diversify the business by entering personal care sectors, but this strategy has not yielded significant results, with over 90% of revenue still coming from the main consumer paper business [9]. - The company has faced challenges with product quality and service, as evidenced by over 600 complaints on platforms like Black Cat Complaints [10]. Leadership Changes - Deng Yingzhong's sons were appointed as vice chairmen in 2024, indicating a potential shift back towards family involvement in management [10]. Future Challenges - The company must navigate intense competition and address the ongoing challenges posed by raw material price fluctuations to ensure sustainable growth [11].

Group 1 - The article discusses the recent market performance, indicating that the Shanghai Composite Index has stabilized around 3500 points, driven by policy expectations and potential government stimulus measures [1][2] - Analysts from Citigroup predict that the upcoming Politburo meeting will not revise the budget or increase government bond quotas, but will focus on implementing existing policies to support consumption and the real estate sector [1][2] - The article highlights that the real estate market has shown signs of recovery, with a potential for further gains in the coming weeks, based on historical trends of policy-driven market movements [3][5] Group 2 - The banking sector is expected to see an increase in dividend yields due to upcoming dividend distributions, which could enhance the attractiveness of bank stocks [7] - The article notes that the insurance sector is adjusting its investment strategies to favor high-dividend assets, which may impact the overall market dynamics [7] - The article mentions that the real estate index has risen by 9.69% since June 23, indicating a positive trend relative to the Shanghai Composite Index [3][5] Group 3 - The article outlines the upcoming key events in the financial calendar, including the Politburo meeting and FOMC meetings, which are expected to influence market sentiment and policy direction [2] - It emphasizes the importance of monitoring economic indicators and policy announcements as they could significantly impact market performance in the second half of the year [2][10] - The article suggests that sectors such as renewable energy, construction materials, and industrial metals are likely to benefit from current market trends and policy support [15][18]

Group 1 - Yuntian Lifa plans to issue H-shares and list on the Hong Kong Stock Exchange [3] - Aerospace Electromechanical's wholly-owned subsidiary intends to transfer 70% equity of Eschong Korea [4] - Three Gorges Water Conservancy plans to publicly transfer 41.0071% equity of Chongqing Tiantai Energy Group [5] Group 2 - Galaxy Microelectronics intends to invest 310 million yuan in the construction of a high-end integrated circuit device industrialization base [6] - Wanye Enterprises' wholly-owned subsidiary plans to invest 299 million yuan to establish a private equity investment fund [7] - Dailor New Materials will invest 45 million yuan to establish a holding subsidiary [8] Group 3 - Huaxi Securities expects a net profit increase of 1025.19% to 1353.9% year-on-year for the first half of 2025 [10][11] - Guolian Minsheng anticipates a net profit increase of approximately 1183% year-on-year for the first half of 2025 [12] - Gaode Infrared expects a net profit increase of 734.73% to 957.33% year-on-year for the first half of 2025 [13] Group 4 - Tianchen Co. expects a net profit increase of 640% to 786% year-on-year for the first half of 2025 [14] - Shenkai Co. anticipates a net profit increase of 183% to 278% year-on-year for the first half of 2025 [15] - Taishan Petroleum expects a net profit increase of 123% to 173% year-on-year for the first half of 2025 [16] Group 5 - Ruikeda expects a net profit increase of 132.44% to 163.22% year-on-year for the first half of 2025 [17] - Jinkong Electric anticipates a net profit of 120 million to 150 million yuan, turning from loss to profit [18] - Ankai Bus expects a net profit increase of 106.67% to 189.34% year-on-year for the first half of 2025 [19] Group 6 - Yara International expects a net profit increase of 170% to 244% year-on-year for the first half of 2025 [20] - Zhongshun Jierou anticipates a net profit increase of 59.85% to 82.68% year-on-year for the first half of 2025 [21] - Guoan Co. expects a loss of 25.9 million to 36.7 million yuan for the first half of 2025 [22] Group 7 - Huamei Holdings expects a loss of 46.5 million to 60 million yuan for the first half of 2025 [23] - AOC Technology anticipates a loss of 450 million to 490 million yuan for the first half of 2025 [24] - Shangrong Medical expects a loss of 7 million to 9.5 million yuan for the first half of 2025 [25] Group 8 - Hangang Co. expects a net loss of approximately 111 million yuan for the first half of 2025 [26] - Baili Electric's shareholder plans to reduce its stake by no more than 2% [27] - Dream Lily's major shareholder plans to reduce its stake by no more than 0.5% [28]

Performance Forecast - The company expects a net profit of 140 million to 160 million yuan, representing an increase of 59.85% to 82.68% compared to the same period last year, which was 87.58 million yuan [1] - The net profit after deducting non-recurring gains and losses is projected to be between 135 million and 155 million yuan, showing an increase of 95.95% to 124.98% from last year's 68.89 million yuan [1] - Basic earnings per share are estimated to be between 0.09 yuan and 0.13 yuan, compared to 0.07 yuan per share last year [1] Communication with Auditors - The financial data related to this performance forecast has not been audited by the accounting firm, but the company has communicated with the auditors regarding the performance forecast, and there are no significant disagreements [1] Reasons for Performance Change - The increase in operating income year-on-year, along with the decline in raw material prices and improved management efficiency, has significantly enhanced the company's profitability, leading to a year-on-year increase in net profit attributable to shareholders [1]

Core Viewpoint - The company Zhongshun Jierou (002511) expects a significant increase in net profit for the first half of 2025, indicating strong financial performance compared to the previous year [1] Financial Performance - The net profit attributable to shareholders is projected to be between 140 million yuan and 160 million yuan, representing an increase of 59.85% to 82.68% compared to the same period last year, which was 87.5826 million yuan [1] - The net profit after deducting non-recurring gains and losses is expected to be between 135 million yuan and 155 million yuan, showing a rise of 95.95% to 124.98% from the previous year's figure of 68.8963 million yuan [1] - The basic earnings per share are anticipated to be between 0.09 yuan and 0.13 yuan, compared to 0.07 yuan in the same period last year [1]

I. Current Period Performance Forecast This section outlines the company's expected financial performance for H1 2025, including net profit and EPS [1. Performance Forecast Period](index=1&type=section&id=1.%20Performance%20Forecast%20Period) This forecast covers C&S Paper Co., Ltd.'s H1 2025 operating results from January 1 to June 30 - The performance forecast period is from **January 1, 2025, to June 30, 2025**[2](index=2&type=chunk) [2. Estimated Operating Performance](index=1&type=section&id=2.%20Estimated%20Operating%20Performance) The company projects significant year-over-year growth in H1 2025 net profit and basic EPS Key Financial Indicators for H1 2025 Performance Forecast | Indicator | Estimated for Current Period (RMB 10,000) | Prior Year Same Period (RMB 10,000) | Year-over-Year Growth Rate | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Shareholders of Listed Company | 14,000.00 – 16,000.00 | 8,758.26 | 59.85% - 82.68% | | Net Profit After Deducting Non-Recurring Gains and Losses | 13,500.00 – 15,500.00 | 6,889.63 | 95.95% - 124.98% | | Basic Earnings Per Share (RMB/share) | 0.09 – 0.13 | 0.07 | - | II. Communication with Accounting Firm This section details preliminary communication with the annual audit accounting firm [Explanation of Communication Status](index=1&type=section&id=Explanation%20of%20Communication%20Status) The company pre-communicated with its audit firm, finding no major discrepancies, data unaudited - The financial data related to this performance forecast has **not been audited** by an accounting firm[3](index=3&type=chunk) - The company has conducted preliminary communication with its annual audit accounting firm, and **no significant discrepancies** exist between the parties[3](index=3&type=chunk) III. Explanation of Performance Changes This section outlines key factors driving the company's performance growth, including revenue and profit [Performance Growth Drivers](index=1&type=section&id=Performance%20Growth%20Drivers) Performance growth is driven by optimized business structure, cost control, market opportunities, raw material price declines, and management efficiency - Operating revenue increased year-over-year, primarily driven by **optimized business structure**, **strengthened cost control**, and **seizing market opportunities**[4](index=4&type=chunk) - Profitability significantly enhanced, benefiting from **declining raw material prices** and **improved management efficiency**[4](index=4&type=chunk) - Net profit attributable to shareholders of the listed company achieved **year-over-year growth**[4](index=4&type=chunk) IV. Risk Warning This section provides important disclaimers on the preliminary nature of forecast data and advises investors on associated risks [Important Risk Statement](index=2&type=section&id=Important%20Risk%20Statement) The company reminds investors this performance forecast is preliminary and unaudited, with final data in the semi-annual report, urging caution for investment risks - The financial data in this performance forecast are **preliminary estimates** by the company's finance department and have **not been audited** by an accounting firm[5](index=5&type=chunk) - Specific financial data will be subject to the **company's 2025 semi-annual report**[5](index=5&type=chunk) - The company urges investors to **exercise caution** in their decisions and be aware of **investment risks**[5](index=5&type=chunk)

中顺洁柔纸业股份有限公司第四期员工持股计划管理办法 中顺洁柔纸业股份有限公司 第四期员工持股计划管理办法 第三条 员工持股计划的有关机构 本员工持股计划的内部最高管理权力机构为持有人会议。本员工持股计划设管理 委员会，授权管理委员会负责本员工持股计划的日常管理，代表持有人行使股东权利 或者授权管理机构行使股东权利，维护本员工持股计划持有人的合法权益，确保本员 工持股计划的资产安全，避免公司其他股东与本员工持股计划持有人之间产生潜在的 利益冲突。 第一章 总则 第一条 为规范实施第四期员工持股计划（以下简称"本员工持股计划"），中顺洁 柔纸业股份有限公司（以下简称"公司"）根据《中华人民共和国公司法》《中华人民共 和国证券法》《关于上市公司实施员工持股计划试点的指导意见》《深圳证券交易所上 市公司自律监管指引第 1 号——主板上市公司规范运作》《公司章程》《第四期员工持 股计划（草案）》等有关规定，制定《第四期员工持股计划管理办法》（以下简称"本办 法"）。 第二章 员工持股计划参加对象的确定依据 第二条 参加对象的确定依据 （一）公司根据《中华人民共和国公司法》《中华人民共和国证券法》《关于上市 公司实施员工 ...