北京市长安律师事务所 关于 美瑞新材料股份有限公司 2024 年年度股东大会 之 法律意见书 二 O 二五年五月 北京市朝阳区西坝河东里 18 号中检大厦 9、10 层 电话：010-84185889 传真：010-84486100 美瑞新材 2024 年年度股东大会法律意见书 北京市长安律师事务所 北京市长安律师事务所关于 美瑞新材料股份有限公司 2024 年年度股东大会之 法律意见书 致：美瑞新材料股份有限公司 北京市长安律师事务所（以下简称"本所"）接受美瑞新材料股份有限公司 （以下简称"公司"）委托，指派左笑冰律师及王丹阳律师（以下合称"本所律 师"），根据《中华人民共和国证券法》（以下简称"《证券法》"）、《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》（以下简称 "《股东会规则》"）等国家法律、行政法规、规章、规范性文件及《美瑞新材料 股份有限公司章程》（以下简称"《公司章程》"）的有关规定，出席公司于 2025 年 5 月 15 日召开的 2024 年年度股东大会（以下简称"本次股东大会"），并就 本次股东大会召集、召开的程序、出席人员资格、召集人资格及表决程序、表 ...

Group 1: Project Progress and Development - The first phase of the polyurethane industrial park has successfully established a complete production process, with six products (HDI, PPDI, CHDI, PNA, PPDA, and CHDA) achieving qualified output and performance indicators meeting targets [3] - The annual production capacity of the new projects includes 10,000 tons of expandable thermoplastic polyurethane elastomer and 30,000 tons of water-based polyurethane, both currently in the equipment installation phase [10] - The company aims to optimize process indicators and enhance operational quality to achieve production targets [3] Group 2: Sales and Market Strategy - The sales team is actively engaging with target customers for trial samples, with positive market feedback for the new products [5] - The company’s self-developed foamed TPU is positioned for the footwear sector, characterized by lightweight and high rebound properties, indicating strong market potential [14] - The company is focusing on entering the supplier system for special isocyanates and plans to utilize some of its polyurethane products as raw materials [4] Group 3: Financial Performance and Projections - In 2024, the company expects a revenue of 1.658 billion yuan, a year-on-year increase of 12.42%, despite a projected decline in net profit by 11.70% to 77.5885 million yuan [11] - For Q1 2025, the company reported a revenue of 388 million yuan, remaining stable compared to the previous year, with a net profit increase of 47.12% to 18.1368 million yuan [11] Group 4: Talent Management and Corporate Culture - The company emphasizes talent as its primary asset, with a compensation structure linked to job performance and company goals, ensuring competitiveness in the market [8] - The company promotes a culture of planning, training, and empowering employees, aiming to enhance their capabilities and provide challenging work opportunities [8] Group 5: Future Plans and Innovations - The company plans to enhance R&D capabilities, focusing on functional chemical raw materials and new polyurethane materials to drive innovation and market expansion [9] - The second phase of the Henan project will include a hydrochloric acid recycling project, supporting the production of HDI [9]

证券代码：300848 证券简称：美瑞新材 公告编号：2025-049 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。 美瑞新材料股份有限公司 关于参加 2025 年山东辖区上市公司投资者 网上集体接待日活动的公告 为进一步加强与投资者的互动交流，美瑞新材料股份有限公司（以下简称"公司"）将 参加由山东证监局、山东上市公司协会与深圳市全景网络有限公司联合举办的"2025 年山东 辖区上市公司投资者网上集体接待日活动"，现将相关事项公告如下： 一、活动时间 2025 年 5 月 15 日（星期四）15:00-16:30 二、活动方式 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net）；或关注微信公众号（名称：全景财经）；或下载全景路演 APP,参与 本次互动交流。 美瑞新材料股份有限公司 董事会 2025 年 5 月 12 日 美瑞新材料股份有限公司 | 地址：烟台市开发区长沙大街 35 号 | 电话：+86-535-3979898 | 网址： www.miracll.com 第 1 页 共 1 页 三、参加人 ...

证券代码：300848 证券简称：美瑞新材 公告编号：2025-048 美瑞新材料股份有限公司 关于使用部分闲置募集资金进行现金管理的进展公告 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。 美瑞新材料股份有限公司（以下简称"公司"）于2025年3月15日召开第四届董事会第 四次会议、第四届监事会第四次会议，审议通过了《关于使用部分闲置募集资金进行现金管 理的议案》，同意公司在确保不影响募集资金投资项目建设和募集资金安全的情况下，使用 合计不超过1.95亿元（含本数）的闲置募集资金进行现金管理，上述额度有效期自董事会审 议通过之日起一年内有效，在前述额度和期限范围内可循环滚动使用。闲置募集资金现金管 理到期后将及时归还至募集资金专户。并授权董事长或董事长授权的其他人士行使该项投资 决策权及签署相关合同文件，并由财务部负责具体购买事宜。具体内容详见公司披露于巨潮 资讯网（www.cninfo.com.cn）的《关于使用部分闲置募集资金进行现金管理的公告》（公 告编号：2025-012）。 近日，公司使用部分闲置募集资金购买了现金管理产品，现就相关事宜公告如下： ...

Group 1: Company Overview - The company specializes in the production of polyurethane new materials (TPU, PUR, PUD, PBS) and functional chemical raw materials (special isocyanates, special amines) [3] - Products are widely used in various fields including consumer electronics, automotive manufacturing, and green energy [3] Group 2: Pricing and Market Strategy - The company has established a dynamic sales pricing management system to adjust product prices based on cost, market demand, and competition [4] - Despite price wars in the HDI market, the company maintains a profit margin [4] Group 3: Financial Performance - In 2024, the company achieved an operating income of CNY 1.658 billion, a year-on-year increase of 12.42%, while net profit decreased by 11.70% to CNY 77.588 million [8] - The company’s product export revenue is projected to account for 8.78% of total revenue in 2024 [8] Group 4: Shareholder Returns - The company plans to distribute cash dividends amounting to CNY 29.95 million, representing 38.60% of the net profit for 2024 [15] - A shareholder return plan for 2024-2026 aims to distribute at least 30% of the average distributable profit over three consecutive years [8] Group 5: Production Capacity and Utilization - The company’s available production capacity is 190,000 tons, with a projected capacity utilization rate of 86.41% for 2024 [8] - The company has successfully completed the production process for six products in its polyurethane industrial park [12] Group 6: Strategic Planning - For 2025, the company aims to enhance R&D collaboration, optimize supply chain efficiency, and expand market share through innovative product development [13] - The company is focusing on the construction of new projects to increase production capacity and improve competitiveness [14] Group 7: Risk Management and Financial Health - The company has implemented measures to ensure financial stability, including cash flow management and risk control [28] - The net cash flow from operating activities for 2024 is projected to be -CNY 131.65 million, a significant decrease of 157.18% year-on-year [20]

Market Performance - A-shares saw collective gains across the three major indices from April 21 to April 25, with the Shanghai Composite Index closing at 3295.06 points, up 0.56%, the Shenzhen Component Index at 9917.06 points, up 1.38%, and the ChiNext Index at 1947.19 points, up 1.74% [2][3] - Approximately 65% of stocks experienced price increases during the week, with 141 stocks rising over 15% and 48 stocks declining over 15% [2] Sector Performance - The automotive, beauty care, basic chemicals, machinery equipment, and public utilities sectors showed significant gains, while the food and beverage, real estate, coal, social services, and banking sectors experienced declines [2] International Market Overview - The U.S. stock market indices also rose on April 25, with the Dow Jones Industrial Average increasing by 20.10 points to 40113.50 points (up 0.05%), the S&P 500 rising by 40.44 points to 5525.21 points (up 0.74%), and the Nasdaq Composite gaining 216.90 points to 17382.94 points (up 1.26%) [4][5] - European indices also saw gains, with the FTSE 100 closing at 8415.25 points (up 0.09%), the CAC 40 at 7536.26 points (up 0.45%), and the DAX at 22242.45 points (up 0.81%) [4] Commodity Prices - International oil prices increased, with light crude oil futures for June delivery rising by $0.23 to $63.02 per barrel (up 0.37%) and Brent crude oil futures for June delivery increasing by $0.32 to $66.87 per barrel (up 0.48%) [4] Policy Developments - The Ministry of Commerce and other departments announced a reduction in the threshold for departure tax refunds, allowing foreign travelers to apply for refunds on purchases of 200 RMB or more [5] - The State Council approved nuclear power projects, emphasizing the importance of safety and adherence to the highest global standards [6] - A seminar on the development of artificial intelligence terminals was held, focusing on technological innovation and the promotion of AI applications [7][8] Industry Insights - The retail sector, particularly department stores, is expected to benefit from the new departure tax refund policy, which may enhance inbound tourism spending [5] - The nuclear power sector is recognized for its efficiency and low environmental impact, with potential future applications in desalination and hydrogen production [6] - The transportation sector aims to integrate clean energy and promote electric vehicles as the mainstream option by 2035 [9]

Group 1 - Haiyuan Composite will implement delisting risk warning from April 29, 2025, with stock name changed to "*ST Haiyuan" and daily price fluctuation limit set at 5% [3] - Xinlaifu plans to acquire 100% of Jin Nan Magnetic Materials, with the transaction expected to constitute a major asset restructuring, and stock will resume trading on April 28, 2025 [4] - Hongbaoli's subsidiary successfully completed trial production of polyether technology transformation project, producing qualified products [5] - Xingguang Co. received a warning letter from Guangdong Securities Regulatory Bureau due to significant discrepancies in 2024 performance forecast and actual results [6] - Meirui New Materials' subsidiary successfully completed the production process for its polyurethane industrial park phase one project [7] Group 2 - Taigang Stainless Steel reported Q1 2025 net profit of 188 million yuan, a year-on-year increase of 5506.92%, with revenue of 23.31 billion yuan, down 4.71% [9] - Shen Shen Fang A reported Q1 2025 net profit of 72.42 million yuan, a year-on-year increase of 3718.51%, with revenue of 330 million yuan, up 457.38% [10] - Qingda Environmental reported Q1 2025 net profit of 68.71 million yuan, a year-on-year increase of 990.26%, with revenue of 619 million yuan, up 317.43% [11] - Jincai Hulin reported Q1 2025 net profit of 13.65 million yuan, a year-on-year increase of 466.95%, with revenue of 206 million yuan, down 33% [13] - New Sai Co. reported Q1 2025 net profit of 18.19 million yuan, a year-on-year increase of 315.74%, with revenue of 1.215 billion yuan, up 312.03% [14] - Kexing Pharmaceutical reported Q1 2025 net profit of 25.58 million yuan, a year-on-year increase of 106.21%, with revenue of 354 million yuan, down 1.97% [15] - Jiechang Drive reported Q1 2025 net profit of 113 million yuan, a year-on-year increase of 62.21%, with revenue of 961 million yuan, up 35.59% [16] - Taihe Co. reported Q1 2025 net profit of 78.53 million yuan, a year-on-year increase of 50.94%, with revenue of 1.033 billion yuan, up 18.5% [17] - Xiyu Co. reported Q1 2025 net profit of 499 million yuan, a year-on-year increase of 53.08%, with revenue of 9.729 billion yuan, up 15.82% [18] - Hualing Cable reported Q1 2025 net profit of 32.16 million yuan, a year-on-year increase of 55.54%, with revenue of 1.005 billion yuan, up 11.38% [19] - Dong'a Ejiao reported Q1 2025 net profit of 425 million yuan, a year-on-year increase of 20.25%, with revenue of 1.719 billion yuan, up 18.24% [20] - China Rare Earth reported Q1 2025 net profit of 72.62 million yuan, turning from loss to profit, with revenue of 728 million yuan, up 141.32% [21] - Gree Electric reported 2024 net profit of 32.185 billion yuan, a year-on-year increase of 10.91%, with revenue of 189.164 billion yuan, down 7.26% [22] - Luzhou Laojiao reported 2024 net profit of 13.473 billion yuan, a year-on-year increase of 1.71%, with revenue of 31.196 billion yuan, up 3.19% [24] - Yake Technology reported 2024 net profit of 872 million yuan, a year-on-year increase of 50.41%, with revenue of 6.862 billion yuan, up 44.84% [25] - Gujing Gongjiu reported 2024 net profit of 5.517 billion yuan, a year-on-year increase of 20.22%, with revenue of 23.578 billion yuan, up 16.41% [26] - Lanzhou Bank reported 2024 net profit of 1.888 billion yuan, a year-on-year increase of 1.29%, with revenue of 7.854 billion yuan, down 2.02% [27] - China Power Construction reported 2024 net profit of 12.015 billion yuan, a year-on-year decrease of 7.21%, with revenue of 633.685 billion yuan, up 4.07% [28] - China Communications Construction reported Q1 2025 net profit of 5.467 billion yuan, a year-on-year decrease of 10.98%, with revenue of 154.644 billion yuan, down 12.58% [29] Group 3 - Koweil plans to reduce its shareholding by up to 3.21% [31] - Nanya New Materials plans to reduce its repurchased shares by up to 238,480 shares, accounting for 1% of total shares [32] - Xiangsheng Medical's shareholders plan to reduce their holdings by up to 1.72% [33] Group 4 - Zhenhua Heavy Industry plans to repurchase shares worth 50 million to 100 million yuan [35] - Deep Keda plans to acquire 16.92% of the equity of its subsidiary Xianma Technology for 47.376 million yuan [37] - Jinchengxin signed a mining production contract with Western Mining, with an estimated contract value of approximately 377 million yuan [38]

证券代码：300848 证券简称：美瑞新材 公告编号：2025-047 美瑞新材料股份有限公司 关于河南子公司聚氨酯产业园一期项目 成功打通生产工艺全流程的公告 美瑞新材料股份有限公司的子公司美瑞科技（河南）有限公司投资建设的聚氨酯产业园 一期项目的设计产能为年产 12 万吨特种异氰酸酯，包括 10 万吨 HDI（六亚甲基二异氰酸酯）、 1.5 万吨 CHDI（1,4-环己烷二异氰酸酯）和 0.5 万吨 PPDI（对苯二异氰酸酯）。此外，PNA （对硝基苯胺）、PPDA（对苯二胺）和 CHDA（1,4-环己烷二胺）是 CHDI 和 PPDI 产线的中间 产品，预留有外售产能。 二、本次进展情况 近日，聚氨酯产业园一期项目已成功打通生产工艺全流程，六种产品均已实现合格产品 产出，产品性能指标达到预定目标。目前正在进一步优化各项工艺指标，持续提升运行质量， 力争达产达效。 三、对公司的影响 聚氨酯产业园一期项目各产品的成功产出，是公司向上游产业链布局的重要里程碑。通 过向上游产业链延伸，公司实现了聚氨酯新材料部分核心原材料的自供，可有效降低生产成 本，同时拓展了业务范围，为公司带来新的利润增长点。 四、风险提示 ...

Group 1: Project Updates - The HDI, PPDI, and PNA units at the Henan project have successfully completed trial runs and produced standard-compliant products. The sales team is actively engaging with target customers, and market feedback is positive. The company aims to expedite the trial production of remaining units for full-scale production [2]. - The new TPU and water-based PUD projects commenced construction in Q4 2024, with an 18-month construction period. The TPU project has an expected after-tax internal rate of return (IRR) of 39.68% and a payback period of 4.01 years, while the water-based PUD project has an IRR of 38.05% and a payback period of 4.21 years [3]. Group 2: Financial Performance - In Q1 2025, the company achieved a revenue of CNY 388 million, remaining stable compared to the previous year. The net profit attributable to shareholders was CNY 18.14 million, a year-on-year increase of 47.12%, while the net profit excluding non-recurring items was CNY 18.05 million, up 75.04% [2]. Group 3: Competitive Advantages - The company possesses significant competitive advantages in the HDI project, including a skilled team with extensive industry experience and a strong upstream-downstream collaboration in the polyurethane materials sector. This strategic positioning enhances customer loyalty and market reach while ensuring stable supply and reducing production costs [4]. Group 4: Specialty Amines Products - The company produces three specialty amines: PNA, PPDA, and CHDA. PNA is a key chemical raw material used in dye synthesis, while PPDA is essential for aramid and polyimide production. CHDA is widely used in polyamide and polyurethane applications. The production process utilizes stable raw material supplies, significantly lowering production costs compared to competitors [5][6].

Group 1: Company Insights - Genesis is leveraging "market demand + technological innovation" to drive its expansion in emerging sectors, with a leading market share in the 3C business [1] - The projected sales revenue for Genesis in 2024 is 1.926 billion, representing a year-on-year growth of 197.43% [1] - Genesis plans to invest in multiple enterprises in 2024 and will continue to seek investments in the CNC machine tool industry chain in 2025 [1] - The overseas revenue for Genesis is expected to reach 207 million in 2024, showing a year-on-year increase of 42.61%, with plans to expand into Southeast Asia, Latin America, and Europe [1] - The company has a full order book and is not directly affected by the increased tariffs in the U.S. [1] - Genesis is focusing on high-margin products and optimizing its business structure, with high-end product sales expected to exceed 200 million in 2024, a growth of 39.09% [1] - The company is also expanding its product offerings in the electric vehicle sector, gradually increasing its market share [1] - A change in accounting policy has impacted the gross margin, with a provision for asset impairment of 143 million at year-end [1] - The revenue from 3C-type drilling and milling centers is projected at 1.926 billion, with sales from five-axis and high-end vertical lathes exceeding 200 million, and other general products generating over 2.4 billion [1] - The top five customers account for 1.321 billion in sales, representing 28.67% of total revenue [1] Group 2: Industry Highlights - Meirui New Materials has achieved industry-leading smart manufacturing plans that enhance production efficiency across all manufacturing stages [2] - Shanghai Fusheng Asset Management, established in 2015, is one of the first research-driven private equity fund management companies in China, managing over 6 billion in pure equity [2] - The core investment research team at Shanghai Fusheng has over 16 years of investment experience across mainland China, Hong Kong, and the U.S. [2] - The company emphasizes sustainable investment and aims to provide long-term stable returns for investors [2] - Shanghai Fusheng has received multiple awards for its performance, including the 2019 China Securities Journal's "Top Ten Private Equity Investment Managers" and various accolades for its funds [2]