天禾律师事务所 股东会法律意见书 安徽天禾律师事务所 关于安徽安利材料科技股份有限公司 2025年第三次临时股东会的法律意见书 天律意2025第03007号 致：安徽安利材料科技股份有限公司 一、关于本次股东会的召集、召开程序及召集人资格 （一）经验证，根据公司第七届董事会第十次会议决议，公司于 2025 年 10 月 28 日在巨潮资讯网（http://www.cninfo.com.cn）刊登了《关于召开 2025 年第 三次临时股东会的通知》。 （二）本次股东会现场会议于 2025 年 11 月 13 日下午 14:30 在公司行政楼 九楼会议室召开，本次股东会由公司董事会召集，董事长姚和平先生主持。 根据《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》"）、中国证券监督管理委员会《上市公司股东 会规则》（下称"《股东会规则》"）以及《安徽安利材料科技股份有限公司章 程》（下称"《公司章程》"）的有关规定，安徽天禾律师事务所接受安徽安利 材料科技股份有限公司（下称"公司"）的委托，指派费林森、曹园律师（下称 "天禾律师"）出席公司 2025 年第三次临时股东会（ ...

Core Viewpoint - Amway Co., Ltd. (300218) reported on November 12 that as of November 10, 2025, the total number of shareholders is 18,439 households (including merged credit accounts) [1] Summary by Category - **Company Information** - The total number of shareholders for Amway Co., Ltd. is 18,439 households as of November 10, 2025 [1]

Group 1: Financial Performance and Capital Expenditure - The company has maintained annual capital expenditures below 100 million CNY since 2016, while annual depreciation and amortization exceed 100 million CNY, indicating a cautious approach to capital investment [2][3] - The company’s cash flow is currently sufficient, with a healthy debt-to-asset ratio, reducing the need for refinancing [3] - Cumulative cash dividends over the past three years accounted for 96.05% of the average annual net profit attributable to ordinary shareholders [8] Group 2: Production Capacity and Market Position - The company’s production capacity has increased by 1.5 times since its IPO, with a total of 44 production lines planned in both domestic and Vietnamese operations [2][4] - The domestic synthetic leather market is approximately 90 billion CNY, with PU synthetic leather accounting for about 40% of this market [4] - The company holds over 20% market share in certain mid-to-high-end segments, indicating significant growth potential in overall market share [4] Group 3: Competitive Advantages - The company is recognized as a "National Key High-tech Enterprise" and has multiple core technologies and patents, enabling rapid customization of products based on client needs [5][6] - Strong relationships with well-known brands across various industries enhance the company's brand and customer advantages [6][7] - The company has 40 production lines with advanced technology, allowing for high-efficiency flexible production and improved production quality [6][7] Group 4: Environmental and Sustainability Initiatives - The company adheres to an "environmental first, green development" philosophy, developing low-carbon and eco-friendly technologies [7] - Recognized as a "National Green Factory" and a leader in industrial carbon peak initiatives, the company has consistently passed international environmental certifications [7] Group 5: Pricing Strategy and Profitability - The company employs a flexible pricing strategy based on customer needs, competitive landscape, and target profit margins, rather than a simple cost-plus model [13] - The gross profit margin for electronic products and automotive interior products is relatively high, while functional footwear and home furnishings show a "layered differentiation" in margins [10][12] - The gross profit margin for the first three quarters of 2025 was 25.21%, indicating a return to normal operating conditions [12]

Core Viewpoint - Amway Co., Ltd. (SZ 300218) announced an investor survey scheduled for November 11, 2025, where company executives will address investor inquiries [1] Group 1: Company Overview - Amway's revenue composition for the year 2024 is as follows: synthetic leather accounts for 98.35% and other businesses account for 1.65% [1] - As of the report, Amway's market capitalization stands at 3.9 billion yuan [1]

Group 1: Revenue Distribution - As of Q3 2025, the revenue distribution for the company is approximately 70% from functional footwear materials and sofa home products, while automotive interiors, electronics, and sports equipment account for about 30% [2][3] - The functional footwear category has seen a decline in revenue compared to the same period last year due to inventory adjustments and varying customer demand [2][3] Group 2: Sales Performance - Sales to Nike, a key partner, have increased compared to the previous year, indicating a positive trend in collaboration and order volume [3] - Overall sales volume decreased by 16.7% year-on-year in Q3 2025, but there was a 6.19% increase compared to Q2 2025 [3] Group 3: Product Development and Market Expansion - The company is focusing on enhancing the sales of TPU materials, which are crucial for functional footwear, despite a slight decline in sales this year due to inventory issues in the sports brand sector [4] - The automotive interior segment is experiencing growth, with successful applications in various car brands, and the company is actively seeking new partnerships to expand its market presence [4] Group 4: Future Outlook - The company aims to improve the operating rate of its Vietnam facility, which has reached nearly 400,000 meters per month, and is focusing on expanding its customer base in Southeast Asia [3][4] - There is a significant growth potential in the automotive interior market, driven by the expansion of the global automotive market and the increasing penetration of electric vehicles [4]

Core Viewpoint - Amway Co., Ltd. has experienced a decline in stock price and financial performance, with a notable drop in revenue and net profit year-on-year, indicating potential challenges ahead for the company [1][2]. Financial Performance - As of October 31, 2025, Amway reported a revenue of 1.679 billion yuan, a decrease of 6.84% year-on-year, and a net profit attributable to shareholders of 121 million yuan, down 19.22% year-on-year [2]. - The company's stock price has increased by 16.21% year-to-date but has seen a decline of 3.24% over the last five trading days, 3.61% over the last 20 days, and 25.82% over the last 60 days [1]. Shareholder Information - The number of shareholders increased by 4.84% to 17,000, while the average circulating shares per person decreased by 4.61% to 12,741 shares [2]. - The company has distributed a total of 341 million yuan in dividends since its A-share listing, with 131 million yuan distributed in the last three years [3]. Major Shareholders - As of September 30, 2025, the top ten circulating shareholders include new entrants such as Yongying Advanced Manufacturing Mixed Fund and Jiang Hai Securities, while several previous major shareholders have exited the list [3]. Business Overview - Amway specializes in the research, production, and sales of ecological functional polyurethane synthetic leather and composite materials, with 94.05% of its revenue coming from ecological functional synthetic leather [1]. - The company is classified under the basic chemical industry, specifically in plastics and other plastic products, and is associated with various concept sectors including sports industry and automotive components [1].

Core Viewpoint - Amway Co., Ltd. (300218) has confirmed that some of Xiaopeng's mid-to-high-end models utilize the company's polyurethane composite materials for automotive interiors, with no involvement in other business areas of Xiaopeng at this time [1] Group 1 - Amway's polyurethane composite materials are currently used in certain mid-to-high-end models of Xiaopeng [1] - There is no indication of Amway's involvement in other sectors of Xiaopeng's business [1]

Core Viewpoint - Amway Co., Ltd. (300218) announced on November 7 that as of October 31, 2025, the total number of shareholders will be 16,974 households (including merged credit accounts) [1] Summary by Category - **Company Information** - Amway Co., Ltd. will have a total of 16,974 shareholders by October 31, 2025, which includes merged credit accounts [1]

Group 1 - The company has confirmed that some of Xiaopeng's mid-to-high-end models use its polyurethane composite materials for automotive interiors [1] - The company has not been involved in any other business areas related to Xiaopeng robots [1] - Investors are advised to approach market rumors with caution [1]

Group 1 - The company has confirmed that some of its polyurethane composite materials are used in the interior of certain mid-to-high-end models of Xiaopeng Motors [2] - Currently, the company has not engaged in any other business areas with Xiaopeng Motors beyond the mentioned products [2] - Investors are advised to make rational investment decisions and be aware of investment risks [2]