关于 安徽开润股份有限公司 国浩律师（上海）事务所 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于安徽开润股份有限公司 2024 年年度股东大会 之 法律意见书 致：安徽开润股份有限公司 作为具有从事中国法律业务资格的律师事务所，国浩律师（上海）事务所（以 下简称"本所"）接受安徽开润股份有限公司（以下简称"公司"）的委托，根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》 （以下简称"《证券法》"）等法律法规及规范性文件的规定，指派本所律师出席 公司2024年年度股东大会（以下简称"本次股东大会"），并就本次股东大会的召 集、召开程序及表决程序、表决结果等事项出具本法律意见书。 2024 年年度股东大会 之 法律意见书 上海市静安区山西北路 99 号苏河湾中心 MT25-28 楼 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: (+86)(21) 5234 1668 传真/Fax: (+86)(21) 5234 16 ...

| 证券代码：300577 | 证券简称：开润股份 | 公告编号：2025-037 | | --- | --- | --- | | 债券代码：123039 | 债券简称：开润转债 | | 安徽开润股份有限公司 2024 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、召开时间 （1）现场会议时间：2025 年 5 月 16 日下午 14:30。 （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的具体时间为 2025 年 5 月 16 日上午 9:15—9:25，9:30—11:30，下午 13:00—15:00；通过互联网投票系统进 行网络投票的具体时间为 2025 年 5 月 16 日 9:15—15:00 期间的任意时间。 2、召开地点：上海市松江区中心路 1158 号 21B幢 16 楼会议室 1、本次股东大会无否决提案的情况； 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 3、召开方式：现场投票与网络投票表决相结合的方式。 4、召集人及主持人：本次股东 ...

Investment Rating - The report maintains an "Outperform" rating for the company [2] Core Insights - The company achieved record high revenue and net profit in 2024, with revenue reaching 4.24 billion yuan (up 36.6% year-on-year) and net profit of 381 million yuan (up 229.5% year-on-year) [7][19] - The company continues to see strong growth in its OEM business, particularly in the apparel sector, with a significant contribution from the newly consolidated Shanghai Jiale [7] - The strategic value of the company's production capacity in Indonesia is highlighted, with over 70% of its production capacity now located overseas, benefiting from labor cost advantages and tariff avoidance for exports to the U.S. [7] Financial Data and Profit Forecast - Total revenue is projected to reach 5.31 billion yuan in 2025, with a year-on-year growth rate of 25.2% [5] - The net profit for 2025 is estimated at 381 million yuan, with a slight increase in subsequent years to 460 million yuan in 2026 and 559 million yuan in 2027 [5] - The company plans to distribute a total dividend of 0.337 yuan per share for 2024, representing a payout ratio of 21% [7] Business Segments Performance - The OEM manufacturing segment reported revenue of 3.53 billion yuan in 2024, a 44.6% increase, while the brand management segment saw revenue of 660 million yuan, a 5.1% increase [7] - The gross margin for the OEM business was 22.55%, with the apparel segment showing significant growth but lower margins due to production efficiency ramp-up in Indonesia [7] Valuation and Market Position - The report suggests a target market capitalization of 5.9 billion yuan for 2025, indicating a potential upside of 19% from the current market value [7] - The company is valued at a price-to-earnings (PE) ratio of 13 for 2025, which is in line with the average PE of comparable manufacturing companies [15]

Group 1: Company Performance - In 2024, the company achieved a main business revenue of 419,163.57 million RMB, a year-on-year increase of 36.54% [9] - The net profit attributable to shareholders reached 38,099.86 million RMB, up 229.52% year-on-year [9] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 29,105.10 million RMB, reflecting a growth of 109.67% [9] Group 2: Market and Industry Outlook - The global luggage market is expected to reach 170.2 billion USD in 2025, growing by 6.1% [6] - The Chinese luggage market is projected to reach 232.7 billion RMB, with a year-on-year growth of 5.9% [6] - The global apparel market is anticipated to reach 1,509.9 billion USD in 2025, with a growth rate of 4.1% [6] Group 3: Strategic Initiatives - The company is focusing on high-quality customer strategies in its manufacturing segment, aiming to expand capacity and explore new production areas [7] - Plans to enhance digitalization, automation, and intelligent manufacturing capabilities are underway to improve operational efficiency [7] - The company aims to strengthen its brand through innovative product design and expanding sales channels [7] Group 4: Shareholder Engagement - The company is considering various methods to enhance investor relations and market recognition, including potential stock buybacks and roadshows for institutional investors [6][7] - There is an ongoing evaluation of shareholder welfare programs, such as customized gifts to enhance engagement and brand recognition [10][12]

本次中美大幅降低双边关税水平，符合两国生产者和消费者的期待，有利于中美两国经贸往来，有利于 全球经济。 中美关税冲突缓和，A股市场积极反应。 截至5月14日午间收盘，Wind海运指数（886027.WI）大涨3.82%，在Wind中国行业指数中涨幅排名第 一。 板块个股中，国航远洋（833171.BJ）涨24.84%、华光源海（872351.BJ）涨13.69%。宁波海运 （600798.SH）、宁波远洋（601022.SH）、中远海发（601866.SH）、锦江航运（601083.SH）。 在港口方面，南京港（002040.SZ）、连云港（601008.SH）等涨停。其中，宁波海运、宁波远洋、南京 港已连续两日涨停。 另外，集运指数（欧线）期货主力合约盘中大涨逾15%，升至1700点关口上方，创一个月来的高位。 5月14日，Wind海运指数（886027.WI）大幅上涨，截止午间收盘涨幅达到3.82%，在Wind中国行业指数 中涨幅排名第一。另外，多只航运、港口个股涨停。 在互动平台上，多家上市公司回应了双方关税下调的短期影响。同时，不少上市公司也提醒，中美双方 的关税政策仍处于波动之中，长远应对之策才是重 ...

Group 1 - The apparel and home textile sector experienced an initial adjustment, with significant declines in stock prices [1] - Taihu Snow saw a drop of over 10%, indicating a notable downturn in its market performance [1] - Other companies such as Kute Intelligent (300840) fell by more than 6%, while Rongmei Co. (301088), Kairun Co. (300577), and Meibang Apparel (002269) also faced declines [1]

Summary of Key Points from the Conference Call Company Overview - The company discussed is 开润股份 (Kairun Co.), which operates in the bag and apparel manufacturing industry, focusing on export markets, particularly the United States. Core Insights and Arguments - **Production Capacity in Indonesia**: Kairun has effectively shifted production capacity to Indonesia, mitigating tariff risks from US-China trade tensions, with 60%-65% of bag production and nearly 80% of apparel production based in Indonesia [2][4][7]. - **FOB Cooperation Model**: The company employs a Free on Board (FOB) model, transferring logistics and tariff costs to clients, which alleviates cost pressures and ensures stable supply to the US market [2][4][7]. - **Stability in Client Orders**: The easing of US-China trade negotiations, including tariff suspensions and phase agreements, has stabilized market sentiment, resulting in no significant fluctuations in client orders [2][3][5][9]. - **Demand Resilience**: Despite potential impacts from high tariffs, the phase agreements and protections for essential industries like textiles support ongoing demand for apparel and bags in the US market [2][8]. - **Competitive Advantage of Indonesia**: Major clients like Adidas and Nike are relocating production to Southeast Asia, with Indonesia being favored due to its lower labor costs and favorable economic relations with both the US and China [2][12]. - **Production Efficiency Challenges**: The apparel segment faces lower production efficiency due to insufficient scale of new client orders. The company plans to enhance efficiency by streamlining SKUs and improving supply chain effectiveness [2][16][17][18]. Additional Important Content - **Order Certainty**: The company can ensure order certainty at least until the end of Q3, with clients already forecasting Q4 orders, indicating a high level of overall order certainty for the year [3][10][11]. - **Impact of Trade Negotiations**: Recent trade negotiations have positively influenced client feedback and order stability, with most major clients maintaining consistent purchasing behavior despite some minor fluctuations from smaller clients [9][10]. - **Production Line Efficiency Goals**: The company aims to increase production efficiency in Indonesia from 50% to at least 70%-80% over the next two to three years through various operational improvements [16][19]. - **Market Dynamics**: The Southeast Asian region has initiated a 90-day tariff exemption, which is expected to benefit the textile industry, particularly in Indonesia, by maintaining competitive tariff rates compared to other Southeast Asian countries [13]. This summary encapsulates the key points discussed in the conference call, highlighting the company's strategic responses to market challenges and its operational focus moving forward.

Core Viewpoint - The A-share market shows positive momentum with the Shanghai Composite Index closing above the annual line, indicating a slight increase of 0.23% and a total trading volume of 1,076.285 billion yuan [1]. Group 1: Market Performance - As of 13:59 today, the Shanghai Composite Index stands at 3,377.11 points, reflecting a year-to-date performance above the annual line [1]. - A total of 49 A-shares have surpassed the annual line today, with notable stocks showing significant deviation rates [1]. Group 2: Notable Stocks - The stocks with the largest deviation rates include: - Baoxin Technology (002514) with a deviation rate of 5.49% and a daily increase of 9.93% [1]. - ST Zhongzhu (600568) with a deviation rate of 4.76% and a daily increase of 5.22% [1]. - King Med (603882) with a deviation rate of 4.28% and a daily increase of 4.42% [1]. - Other stocks that have just crossed the annual line include: - Duofu Du (002506) with a deviation rate of 4.02% and a daily increase of 9.95% [1]. - Shapais (300791) with a deviation rate of 4.16% and a daily increase of 4.67% [1]. Group 3: Trading Data - The total trading volume for A-shares today reached 1,076.285 billion yuan, indicating active market participation [1]. - The stocks listed show varying turnover rates, with some stocks like Baoxin Technology and ST Zhongzhu having turnover rates of 9.92% and 1.36% respectively [1].

Investment Rating - The investment rating for the company is "Buy" (maintained) [5] Core Views - The company's performance is expected to be strong, with significant contributions from the consolidation of Jia Le. In 2024, the company achieved revenue of 4.24 billion yuan (up 36.6% year-on-year) and a net profit attributable to shareholders of 0.381 billion yuan (up 229.5% year-on-year) [1][5] - The company's manufacturing segment saw revenue growth driven by acquisitions and improved production efficiency. In 2024, the manufacturing revenue reached 3.534 billion yuan (up 44.6% year-on-year), with notable growth in apparel manufacturing [2] - The brand management segment is actively expanding new channels, with a revenue of 0.658 billion yuan in 2024 (up 5.1% year-on-year). The collaboration with Xiaomi has deepened, launching multiple new products [3] Summary by Sections Performance Overview - In Q1 2025, the company reported revenue of 1.234 billion yuan (up 35.6% year-on-year) and a net profit of 0.085 billion yuan (up 20.1% year-on-year) [1] - The company’s net profit margin for 2024 was 9.0% (up 5.3 percentage points year-on-year) [4] Manufacturing Segment - The manufacturing revenue for 2024 was 3.534 billion yuan, with apparel manufacturing revenue growing by 146.4% year-on-year [2] - The gross margin for manufacturing in 2024 was 22.55%, with a decline attributed to the consolidation of Jia Le [2] Brand Management - The brand management revenue for 2024 was 0.658 billion yuan, with distribution revenue increasing by 20.8% year-on-year [3] - The gross margin for brand management was 25.52%, reflecting adjustments in product and channel structure [3] Financial Projections - Revenue projections for 2025-2027 are 5.344 billion yuan, 6.222 billion yuan, and 7.190 billion yuan, respectively, with year-on-year growth rates of 26%, 16%, and 16% [5][11] - The net profit attributable to shareholders is projected to be 0.384 billion yuan in 2025, with a growth rate of 0.7% [5][11]