上海市锦天城律师事务所 关于赞宇科技集团股份有限公司 2024 年年度股东大会的 法律意见书 锦 天 城 律师事务 所 ALLBRIGHT LAW OFFICES 地址: 上海市浦东新区银城中路 501 号上海中心大厦 9、11、12 层 邮编: 200120 电话: 021-20511000 传真: 021-20511999 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于赞宇科技集团股份有限公司 2024 年年度股东大会的法律意见书 致：赞宇科技集团股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受赞宇科技集团股份有限 公司（以下简称"公司"）委托，就公司召开 2024 年年度股东大会（以下简称 "本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下简称《公 司法》）、《上市公司股东会规则》等法律、法规和其他规范性文件以及《赞宇 科技集团股份有限公司章程》（以下简称《公司章程》）的有关规定，出具本法 律意见书。 为出具本法律意见书，本所及本所律师依据《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，严格履行了法定职 责，遵循了勤勉尽责和 ...

Group 1: Company Overview and Strategy - As of May 9, 2025, the number of shareholders is 16,944 [2] - The company aims to become a global leader in chemical manufacturing services by focusing on surfactants, fatty chemicals, and personal care OEM/ODM [2][3] - Future development plans include enhancing technological innovation and extending the industrial chain, particularly in Indonesia and Malaysia [3] Group 2: Financial Performance and Projections - In 2024, exports accounted for 36.55% of total sales, targeting markets such as the Belt and Road Initiative, RCEP, and Africa Free Trade Area [3] - Non-operating income from government subsidies in 2024 is projected to be CNY 3,500 million [3] - The company anticipates a significant increase in net profit for 2024, despite a decline in cash flow due to rising raw material prices [3][4] Group 3: Market Trends and Challenges - The domestic market for anionic surfactants is expected to grow by 10.5% and 14.0% in 2024, with an annual growth rate of over 8% for the surfactant market [4] - The company faces challenges from intensified competition and economic pressures, impacting profit margins compared to 2021 [7][10] - The palm oil market is currently at a reasonable level, with future price movements driven by supply and demand fundamentals [8] Group 4: Operational Efficiency and Cost Management - The company is enhancing supply chain efficiency and inventory management to reduce costs [6][10] - Automation initiatives are in place to improve production efficiency and reduce operational costs [10] - The company is committed to maintaining a minimum cash dividend of 10% of distributable profits annually [5][6] Group 5: Shareholder Engagement and Market Position - The company is considering increasing its dividend payout to enhance shareholder value [6] - As a leading player in the surfactant and fatty chemical sectors, the company holds over 30% market share in both categories [10][11] - The company is focused on maintaining independence and compliance with regulatory standards amid concerns about major shareholders [11]

赞宇科技集团股份有限公司（以下简称"公司"）于2024年11月19日召开第六 届董事会第十八次会议，审议通过了《关于回购股份的方案》，公司拟使用自有 资金或银行专项贷款资金以集中竞价交易方式回购部分公司已在境内发行的人 民币普通股（A股）股票，用于后期实施股权激励或员工持股计划。本次回购股 份价格不超过13.99元/股（含），本次回购股份的资金总额为不低于人民币10,000 万元（含）且不超过人民币20,000万元（含），具体回购资金总额以回购结束时 实际回购使用的资金总额为准。公司本次回购股份的期限自董事会审议通过本次 回购股份方案之日起12个月内。具体内容详见公司在《证券时报》和巨潮资讯网 （www.cninfo.com.cn）上披露的《关于回购公司股份方案暨取得金融机构回购 专项贷款承诺函的公告》（公告编号：2024-050）、《关于以集中竞价交易方式 回购公司股份的回购报告书》（公告编号：2024-055）。 根据《上市公司股份回购规则》《深圳证券交易所上市公司自律监管指引第 9号——回购股份》等相关规定，现将公司截至上月末的回购进展情况公告如下： 证券代码：002637 证券简称：赞宇科技 公告编号 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company's performance in 2024 and Q1 2025 shows significant improvement driven by the oil and daily chemical sectors, with a notable increase in revenue and net profit [2][3] - The company is positioned well for growth due to its production capacity expansion and the rising profitability of its Dukuda base in Indonesia, benefiting from higher palm oil prices [3][9] - The daily chemical business is gradually maturing, with expectations for improved profitability as production capacity utilization and product structure optimization are prioritized [8][9] Summary by Sections Financial Performance - In 2024, the company achieved revenue of 10.792 billion yuan, a year-on-year increase of 12.27%, and a net profit of 135 million yuan, up 53.99% [2][11] - For Q4 2024, revenue reached 3.228 billion yuan, a year-on-year increase of 37.23%, while Q1 2025 saw revenue of 3.429 billion yuan, up 40.50% year-on-year [1][2] Business Segments - The surface active agents segment generated revenue of 4.501 billion yuan in 2024, up 32.43% year-on-year, while the oil chemical segment reported revenue of 6.121 billion yuan, a 3.10% increase [2] - The company is actively expanding its Dukuda base, which has advantages in palm oil procurement and production costs, leading to improved profitability [3] Future Outlook - The company forecasts net profits of 413 million yuan, 552 million yuan, and 663 million yuan for 2025, 2026, and 2027 respectively, indicating strong growth potential [9][11] - The expected earnings per share (EPS) for the same years are projected to be 0.88 yuan, 1.17 yuan, and 1.41 yuan, with corresponding price-to-earnings (P/E) ratios of 10.72, 8.01, and 6.67 [9][11]

Investment Rating - The investment rating for the company is "Outperform" [1] Core Views - The report highlights that the increase in palm oil and other raw material prices supports product prices and profitability, with performance meeting expectations [1] - The company achieved a total revenue of 10.79 billion yuan in 2024, representing a year-on-year growth of 12.3%, and a net profit attributable to shareholders of 135 million yuan, reflecting a year-on-year increase of 54% [6][7] - The report emphasizes the growth in the daily chemical business and the oil chemical sector benefiting from rising palm oil prices, leading to increased product prices and profitability [6] Financial Data and Profit Forecast - Total revenue projections for the company are as follows: - 2024: 10.79 billion yuan - 2025: 12.71 billion yuan (YoY +17.8%) - 2026: 13.63 billion yuan (YoY +7.2%) - 2027: 14.90 billion yuan (YoY +9.4%) [2] - Net profit attributable to shareholders is forecasted as: - 2025: 349 million yuan - 2026: 423 million yuan - 2027: 471 million yuan [2] - The report projects earnings per share to be 0.74 yuan in 2025, 0.90 yuan in 2026, and 1.00 yuan in 2027 [2] Market Data - As of April 25, 2025, the closing price of the stock was 9.33 yuan, with a market capitalization of 4.131 billion yuan [3] - The stock has a price-to-earnings ratio of 32 for 2024, projected to decrease to 13 in 2025, 10 in 2026, and 9 in 2027 [2][3] Business Performance - The company reported a significant increase in sales volume in the daily chemical business, with a revenue of 4.501 billion yuan in 2024, a year-on-year growth of 32.43% [6] - The oil chemical segment's revenue was 6.121 billion yuan in 2024, with a slight increase in gross margin due to rising palm oil prices [6] - The OEM business is expected to grow significantly, contributing to stabilizing profit fluctuations in surface-active agents and oil chemical products [6]

Financial Performance - In 2024, the company achieved operating revenue of 10.792 billion yuan, a year-on-year increase of 12.27% [2] - The net profit attributable to shareholders reached 135 million yuan, up 53.99% year-on-year [2] - In Q1 2025, the company reported operating revenue of 3.427 billion yuan, a growth of 34.29% [2] - The net profit attributable to shareholders for Q1 2025 was 82.72 million yuan, reflecting a year-on-year increase of 61.69% [2] Asset and Liability Overview - As of the end of 2024, total assets amounted to 7.928 billion yuan, a growth of 0.90% from the beginning of the year [2] - Total liabilities were 4.122 billion yuan, increasing by 0.61% [2] - Net assets stood at 3.765 billion yuan, up 1.77% [2] - By the end of Q1 2025, total assets reached 8.673 billion yuan, a growth of 6.73% [2] - Total liabilities increased to 4.628 billion yuan, a rise of 12.47% [2] - Net assets were 3.736 billion yuan, reflecting a growth of 0.54% [2] Business Segments - The company generated 4.501 billion yuan from surfactants (including personal care products), a 32.43% increase year-on-year [3] - The gross profit margin for surfactants was 6.57%, up 1.52 percentage points from the previous year [3] - Sales volume of surfactants reached 809,000 tons, a growth of 40.15% [3] - Oil chemical products generated 6.121 billion yuan in revenue, a 3.1% increase year-on-year [3] - The gross profit margin for oil chemical products was 6.69%, up 0.21 percentage points [3] - Sales volume of oil chemical products was 805,900 tons, down 5.28% [3] Production Capacity - The company has an annual production capacity of 100,000 tons for liquid detergents in Jiangsu, and 500,000 tons each in Henan and Sichuan for personal care products [4] - Total OEM/ODM processing capacity for personal care products has reached 1.1 million tons [4] Strategic Advantages - The company leverages its technical and scale advantages in surfactant production to create an integrated supply chain model for personal care product processing [5] - The company engages in futures hedging to mitigate risks from raw material price fluctuations [5] - The company has established a strong R&D foundation, being recognized as a national high-tech enterprise [6] - The company aims to enhance its market share and competitiveness through continuous technological innovation and industry chain extension [6]

Investment Rating - The investment rating for the company is "Outperform the Market" [5][26][29] Core Views - The company is a leading domestic enterprise in surfactants and oil chemical products, with steady progress in OEM/ODM projects. The current surfactant production capacity is 1.2 million tons per year, with an additional 220,000 tons under construction. The oil chemical capacity stands at 1.08 million tons, with 210,000 tons also under construction. The OEM/ODM processing capacity for personal care products has reached 1.1 million tons [1][10] - The increase in raw material prices has driven a year-on-year profit growth for the company. In 2024, the company achieved a revenue of 10.792 billion yuan, a year-on-year increase of 12.27%, and a net profit attributable to shareholders of 135 million yuan, a year-on-year increase of 53.99% [2][20] - The company's OPO and other oil chemical products, along with the gradual ramp-up of OEM/ODM personal care capacity, are expected to drive profitability upwards in 2025. The global demand for OPO is estimated at 100,000 tons, corresponding to a market space of 5 billion yuan, primarily relying on imports [3][24] - The company's share repurchase plan is progressing steadily, reflecting management's confidence in the company's long-term development. The total amount for the repurchase plan is between 100 million to 200 million yuan, with 204,950 shares repurchased as of April 8, 2025 [4][25] Summary by Sections Company Overview - The company is a leading player in the domestic surfactant and oil chemical industry, with significant production capacities in surfactants and OEM/ODM services [1][10] Financial Performance - In 2024, the company reported a revenue of 10.792 billion yuan, a 12.27% increase year-on-year, and a net profit of 135 million yuan, up 53.99% year-on-year. The total assets reached 7.928 billion yuan, with a debt ratio of 51.99%, down 0.15 percentage points from the beginning of the year [2][20][15] Capacity Expansion - The company plans to gradually ramp up its OPO production capacity from the current 20,000 tons, with expectations of generating revenue in 2025. The total OEM/ODM capacity is 1.1 million tons, with significant contributions expected from new capacities in Henan and Sichuan starting in the second half of 2024 [3][24] Share Repurchase and Management Confidence - The ongoing share repurchase plan indicates management's confidence in the company's intrinsic value and sustainable development. The repurchased shares will be used for employee stock ownership plans, aligning the interests of shareholders and the core team [4][25]

Core Viewpoint - Zanyu Technology Group Co., Ltd. reported a complex financial situation for the year 2024, with a significant increase in net profit excluding non-recurring gains, while operating cash flow declined sharply [1] Financial Performance Summary - Revenue for 2024 reached 10,791,534,384.26 yuan, a 12.27% increase from 9,611,722,875.37 yuan in the previous year [2] - The daily chemical business generated revenue of 4.501 billion yuan, up 32.43%, with a gross margin of 6.57%, an increase of 1.52 percentage points, and sales volume growth of 40.15% [2] - The oil chemical business reported revenue of 6.121 billion yuan, a 3.1% increase, with a gross margin of 6.69%, up 0.21 percentage points, but a sales volume decline of 5.28% [2] Profitability Analysis - Net profit attributable to shareholders was 135,332,120.95 yuan, a 53.99% increase, while net profit excluding non-recurring gains surged 207.27% to 113,183,828.34 yuan [3] - The increase in net profit was driven by rising raw material prices leading to higher product prices and increased main business profits [3] - Non-recurring gains totaled 22,148,292.61 yuan, including asset disposal gains and government subsidies [3] Earnings Per Share - Basic earnings per share rose to 0.29 yuan, a 52.63% increase from 0.19 yuan in the previous year, while diluted earnings per share also reflected improved profitability [4] Expense Analysis - Overall expenses remained stable, with sales expenses at 57,338,948.30 yuan, up 4.46%, management expenses down 1.56% to 215,942,579.58 yuan, and R&D expenses at 96,877,197.93 yuan, up 2.34% [5] - Financial expenses decreased significantly by 25.49% to 80,717,367.27 yuan, benefiting from lower interest rates and currency depreciation [5] Cash Flow Situation - Operating cash flow net amount was 320,602,607.52 yuan, down 40.96%, with cash inflows increasing by 4.08% and outflows by 6.34% [6] - Investment cash flow net amount was -161,760,258.18 yuan, up 63.00%, mainly due to reduced cash payments for long-term asset purchases [6] - Financing cash flow net amount was -543,530,776.98 yuan, down 487.98%, primarily due to bank loan repayments [6] R&D Investment - R&D investment amounted to 96,877,197.93 yuan, a 2.34% increase, representing 0.90% of revenue [7] - The number of R&D personnel decreased by 12.27% to 193, which may impact future innovation capabilities [8]

证券代码：002637 证券简称：赞宇科技 公告编号：2025-012 赞宇科技集团股份有限公司 关于2024年度计提资产减值准备的公告 | 类别 | 项目 | 年初至年末计提资产减值准 | | | --- | --- | --- | --- | | | | 备金额（万元） | | | 信用减值损失 | 坏账准备 | | 4,397.26 | | 资产减值损失 | 存货跌价准备 | | 647.57 | | | 商誉减值准备 | | 483.20 | | | 合计 | | 5,528.03 | 二、本次计提资产减值损失和信用减值损失的确认标准及计提方法 1、应收款项及坏账准备计提方法 公司按照《企业会计准则》及坏账准备计提会计政策，对纳入合并范围内 的各公司应收账款、应收款项融资、其他应收款期末余额进行分析，并按照预 期信用损失率，计提 2024 年度坏账准备共计 4,397.26 万元，计提方法如下： （1）按信用风险特征组合计提预期信用损失的应收账款、应收款项融资、 其他应收款 | 组合类别 | 确定组合的依据 | 计量预期信用损失的方法 | | --- | --- | --- | | 应收银行承兑汇票 ...

赞宇科技集团股份有限公司 关于开展期货套期保值业务的可行性分析报告 一、开展商品期货套期保值业务的目的 赞宇集团股份有限公司（以下简称"公司"）及下属子公司主要经营表面活 性剂、油脂化学品的生产，需要大量棕榈油、棕榈仁油、椰子油等，油脂油料价 格受国际、国内市场供需影响较大，为规避原材料、成品及其他相关产品价格的 大幅波动给公司经营带来不利影响，公司拟开展期货套期保值业务，有效规避原 材料价格波动带来的不利影响，化解价格风险，提升公司经营水平，保障公司健 康运行。开展期货套期保值业务符合公司日常经营需要，资金使用安排合理。 二、期货套期保值的开展方式 1、交易方式：公司开展期货套期保值业务品种仅限于与公司生产经营和产 业链经营相关产品和生产所需原材料。交易工具为在境内外期货交易所挂牌交易 的与公司生产经营业务相关的期货合约。 2、投入资金规模及来源：最高保证金和权利金金额不超过人民币 1 亿元； 任一交易日持有的最高合约价值不超过人民币 8 亿元，采用滚动建仓方式，额度 可以循环使用。资金来源为本公司自有资金，不涉及募集资金。 3、实施主体：根据业务实施情况，实施主体为公司和下属子公司，未经公 司同意，公司下 ...