北京大成律师事务所 关 于 中山华利实业集团股份有限公司 2025 年第二次临时股东会 的 法 律 意 见 书 北 京 大 成 律 师 事 务 所 www.dentons.cn 北京市朝阳区朝阳门南大街 10 号兆泰国际中心 B 座 16-21 层 16-21F, Tower B, ZT INTERNATIONAL CENTER, No.10, Chaoyangmen Nandajie, Chaoyang District, Beijing Tel:+8610-58137799 Fax:+8610-58137788 北京大成律师事务所（以下简称"本所"）接受中山华利实业集团股份有限 公司（以下简称"公司"）的委托，指派律师出席公司 2025 年第二次临时股东 会（以下简称"本次股东会"），并根据《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》"）、《上市公司 股东会规则》（以下简称"《股东会规则》"）、《深圳证券交易所上市公司股东 会网络投票实施细则》（以下简称"《网络投票实施细则》"）等法律、法规和 规范性文件以及现行有效的《中山华利实业集团股份有限公司章 ...

Group 1: Broker Ratings Overview - On September 5, brokers issued "buy" ratings for nearly 70 A-share listed companies, focusing on industries such as textiles, food and beverage, chemical raw materials, consumer electronics, oil, construction materials, gaming, and agriculture [1][2][3] - The most recommended stock was Huali Group, receiving 13 broker reports in the past month, with two reports on September 5 alone [3][4] - Anqi Yeast was the second most recommended stock, with 12 broker reports in the past month, also highlighted on September 5 [3][4] Group 2: Company-Specific Insights - Huali Group's projected net profits for 2025-2027 are 34.86 billion, 40.39 billion, and 49.10 billion yuan, with year-on-year growth rates of -9.23%, 15.85%, and 21.58% respectively, leading to a PE ratio of 17.41, 15.03, and 12.36 for the same years [3] - Anqi Yeast's expected net profits for 2025-2027 are 16.5 billion, 19.8 billion, and 22.9 billion yuan, with year-on-year growth rates of +25%, +20%, and +16%, resulting in a PE ratio of 21, 17, and 15 [3] - Hualu Hengsheng is also gaining attention, with projected net profits of 42.2 billion, 48.9 billion, and 56.0 billion yuan for 2025-2027, corresponding to PE ratios of 14, 12, and 10 [4] Group 3: Additional Notable Companies - Other companies receiving significant attention include Anke Innovation, Heng Rui Pharmaceutical, China National Offshore Oil Corporation, San Ke Tree, Kai Ying Network, Wen's Shares, and Mai Rui Medical, all of which have garnered multiple broker reports in the past month [4]

Summary of Key Points Core Viewpoint - A total of 135 stocks received buy ratings from institutions today, with 17 stocks receiving initial attention from institutions, indicating a strong interest in the market and potential investment opportunities [1]. Institutional Ratings - 140 buy rating records were published today, with 29 of these providing future target prices. 13 stocks have an upside potential exceeding 20%, with AVIC Optoelectronics showing the highest potential at 61.62% [1]. - Notable stocks with high upside potential include Noli Shares at 48.46% and United Imaging Healthcare at 37.22% [1]. - 17 stocks received initial buy ratings from institutions, including Haimeixing and Hengli Hydraulic [1]. Market Performance - Stocks rated with buy ratings saw an average increase of 3.27%, outperforming the Shanghai Composite Index. 119 stocks experienced price increases, with several hitting the daily limit up [1]. - Stocks with significant declines included Noli Shares, Agricultural Bank, and Shoufang Environmental Protection, with declines of 3.23%, 2.93%, and 1.26% respectively [1]. Industry Focus - The most favored industries include power equipment and machinery, each with 17 stocks listed in the buy rating category. The pharmaceutical and communication sectors also attracted attention, with 15 and 6 stocks respectively [2]. - Specific stocks receiving multiple buy ratings include Betaini, Kebo Da, AVIC Optoelectronics, and Yunnan Baiyao, each with two buy ratings [2][3]. Detailed Stock Information - A selection of stocks with buy ratings includes: - Betaini (2 ratings, +2.22% today, PE 40.30) in beauty care - Kebo Da (2 ratings, +10.00% today, PE 27.44) in automotive - AVIC Optoelectronics (2 ratings, +0.57% today, PE 28.83) in defense and military [2][3]. - Other notable stocks include: - Yunnan Baiyao (2 ratings, +1.06% today, PE 14.56) in pharmaceuticals - Zhonglian Heavy Industry (2 ratings, +0.41% today, PE 11.39) in machinery [2][3]. Additional Stock Ratings - Additional stocks with single buy ratings include: - Xuji Electric (1 rating, +2.09% today, PE 18.44) in power equipment - Xugong Machinery (1 rating, -0.20% today, PE 13.29) in machinery - China Rare Earth (1 rating, +2.33% today, PE 174.07) in non-ferrous metals [3][4].

Group 1 - A total of 29 companies were investigated by funds on September 4, with a significant focus on Lingyi iTech, Huali Group, and Shiji Information [1] - Lingyi iTech received the most attention, with 28 funds participating in its investigation, while both Huali Group and Shiji Information had 15 funds each [1] - The companies investigated by funds are distributed across various sectors, with the electronics sector having the highest representation at 5 companies, followed by pharmaceuticals and computers, each with 3 companies [1] Group 2 - Among the companies investigated, 5 have a total market capitalization exceeding 50 billion yuan, with Shenghong Technology and Changan Automobile exceeding 100 billion yuan [1] - In terms of market performance, only 2 out of the investigated stocks increased in value over the past 5 days, with Huasheng Lithium Battery and Hainxin Energy Technology showing gains of 8.64% and 3.28% respectively [1] - The majority of the investigated stocks, 27 in total, experienced declines, with the largest drops seen in Feilihua, Lingyi iTech, and Chongda Technology, with declines of 23.74%, 16.30%, and 15.36% respectively [1] Group 3 - In terms of net capital inflow over the past 5 days, 3 stocks saw positive inflows, with Huasheng Lithium Battery attracting 21.29 million yuan, the highest among them [2] - Other companies with notable net inflows include Dongfang Tantalum and Rongqi Technology, with inflows of 9.93 million yuan and 6.86 million yuan respectively [2] - A detailed list of companies investigated by funds includes Lingyi iTech, Shiji Information, and Huali Group, among others, with their respective fund participation and recent performance metrics [2][3]

Group 1 - The core viewpoint of the articles emphasizes the potential of the sports industry in China, with a target to exceed 7 trillion yuan by 2030, driven by various initiatives to enhance sports consumption and industry development [1][2] - The government has outlined six key areas with 20 specific measures to stimulate sports consumption, including expanding product supply, enhancing service management, and promoting digital development in the sports sector [1] - The sports industry has shown significant growth, with total output increasing from 21,987 billion yuan in 2017 to 36,741 billion yuan in 2023, and its contribution to GDP rising to 1.15% [2] Group 2 - Several companies in the sports sector have gained institutional attention, with Huayi Group, Zhejiang Natural, and Gongchuang Turf receiving interest from over 10 institutions [3] - Huayi Group reported a revenue of 12.66 billion yuan in the first half of the year, marking a 10.4% year-on-year increase, while Zhejiang Natural achieved a revenue of 685 million yuan, up 14.22% [3] - The A-share market has seen a notable performance in sports-related stocks, with nearly 30 stocks collectively valued over 260 billion yuan and an average increase of nearly 23% this year [2] Group 3 - A shift in market style is observed, with high-growth technology sectors experiencing declines while defensive stocks, particularly those with high dividends and low valuations, are gaining traction [5][8] - A list of high dividend and low valuation potential stocks has been compiled, with 22 stocks meeting criteria such as a dividend yield above 3% and a rolling P/E ratio below 25 [8][12] - Notable stocks include Furui Co., with a dividend yield of 6.19%, and Qilu Bank, with a P/E ratio around 6, indicating strong defensive characteristics [9][12]

Core Viewpoint - The company, Huayi Group, is actively engaging with investors to address concerns regarding tariff policies, gross margin trends, raw material procurement, and automation improvements [1][2]. Group 1: Tariff Policy Impact - The U.S. market accounts for approximately 40% of the company's sales revenue, and the increase in import tariffs has raised costs for products sold to this market [1]. - Historically, brand clients absorbed tariff costs, but some clients are now discussing cost-sharing with the company [1]. - The company plans to closely monitor policy changes and maintain communication with clients and suppliers [1]. Group 2: Gross Margin Trends - The overall gross margin has declined in the first half of the year due to the ramp-up of a new factory and capacity adjustments [1]. - A typical finished shoe factory requires 10-12 months to reach breakeven, with optimal operational efficiency achieved in about three years [1]. - The company expects operational efficiency to gradually improve with increased employee proficiency and stable order volumes [1]. Group 3: Raw Material Procurement - For the first half of 2025, approximately 56% of the raw materials needed for the Vietnam factory will be sourced locally, with additional procurement from mainland China, Taiwan, and South Korea [1]. Group 4: Automation and Capital Expenditure - The company is advancing automation in production lines, planning to introduce over 500 intelligent cutting machines and four automated molding lines in 2024 to enhance production efficiency and quality [2]. - Future capital expenditures will remain at an average or above-average level from 2022 to 2024, with new factories planned in Indonesia and Vietnam to meet customer order demands [2]. Group 5: Dividend Policy - The company emphasizes shareholder returns, with a significant amount of undistributed profits (approximately 9.4 billion RMB as of June 2025) and good cash flow [2]. - Despite being in a capital expenditure peak period, the company aims to distribute dividends as much as possible after meeting operational and capital needs [2].

Investment Rating - The report maintains a "Recommended" rating for the company based on its growth potential and capacity expansion [5]. Core Viewpoints - The company achieved a revenue of 12.661 billion yuan in the first half of 2025, representing a year-on-year growth of 10.36%, while the net profit attributable to shareholders decreased by 11.06% to 1.671 billion yuan [1][2]. - Revenue growth was driven by new customer orders, while existing customer orders showed some volatility. The company sold 115 million pairs of sports shoes, a year-on-year increase of 6.14%, with an average selling price of approximately 110 yuan per pair [1]. - The customer structure has become more diversified, with the top five customers accounting for 71.88% of revenue, down from 76.61% in the same period last year, indicating improved resilience against macroeconomic uncertainties [1]. Revenue and Profitability - The company's gross margin for the first half of 2025 was 21.85%, a decrease of 6.38 percentage points year-on-year, while the net margin was 13.20%, down 3.17 percentage points [2]. - The decline in margins is attributed to the initial efficiency ramp-up of new factories and fluctuations in orders from existing customers. However, improvements in gross margins were noted in the second quarter as new factories began to operate more efficiently [2]. Capacity Expansion - The company is in the process of ramping up production at three new factories, with significant output reported: 670,000 pairs from the Sichuan factory, 1.99 million pairs from the Indonesia factory, and 3.73 million pairs from the Vietnam factory in the first half of 2025 [2]. - Continued investment in capacity expansion is planned, with new factories set to be established in Indonesia and expansions in Vietnam [2]. Future Outlook - The company anticipates a recovery in profitability as new factories reach operational maturity and customer orders stabilize. The sports shoe manufacturing industry is maturing, with a trend towards consolidation among core suppliers [3]. - Profit forecasts for 2025-2027 indicate net profits of 3.486 billion, 4.039 billion, and 4.910 billion yuan, respectively, with growth rates of -9.23%, 15.85%, and 21.58% [3][4].

Group 1: Financial Performance and Projections - The company's sales revenue from the U.S. market accounts for approximately 40% of total sales, with increased tariffs impacting costs for customers selling to the U.S. [2] - The overall gross margin has declined compared to the same period last year due to new factories ramping up production, with a new factory achieving profitability in Q2 2025 [3][4] - Capital expenditures are projected to remain between 1.1 billion to 1.7 billion RMB annually from 2022 to 2024, with plans for further expansion in Indonesia and Vietnam [12] Group 2: Operational Challenges and Strategies - The company faces challenges in labor recruitment in Vietnam due to rising wages and increased employment options, but most factories are still successfully hiring [9] - The company is implementing cost control measures and efficiency improvements in response to fluctuating order volumes and operational challenges [3] - Automation efforts are ongoing, with over 500 intelligent cutting machines and 4 automated molding lines introduced to enhance production efficiency [10] Group 3: Market and Competitive Landscape - The gross margin in Europe is lower than in North America due to differences in production efficiency between new and mature factories [7][8] - The company sources approximately 56% of its raw materials locally in Vietnam, with a significant portion of production processes completed there [4] Group 4: Shareholder Returns and Dividends - The company has maintained a high dividend payout ratio, with cash dividends accounting for about 89% of net profit in 2021 and around 70% in 2025 [13][14] - The company aims to balance shareholder returns with capital expenditure needs, supported by a strong cash flow and substantial retained earnings of approximately 9.4 billion RMB as of June 2025 [14]

Core Insights - The company achieved a revenue of 12.661 billion yuan in the first half of 2025, representing a year-on-year growth of 10.36%, while net profit attributable to shareholders decreased by 11.06% to 1.671 billion yuan [1] - The increase in revenue was driven by new customer orders, although there was some fluctuation in orders from existing customers [1] - The company sold 115 million pairs of sports shoes, a year-on-year increase of 6.14%, with an average selling price of approximately 110 yuan per pair, contributing to significant revenue growth [1] - The top five customers accounted for 71.88% of revenue, down from 76.61% in the same period last year, indicating a more diversified customer base [1] Revenue Insights - The company's gross margin for the first half of 2025 was 21.85%, a decrease of 6.38 percentage points year-on-year, while the net margin was 13.20%, down 3.17 percentage points [2] - The decline in margins was primarily due to the ramp-up phase of new factories and fluctuations in orders from existing customers [2] - The gross margin improved in the second quarter of 2025 compared to the first quarter, indicating a gradual recovery as new factories become more efficient [2] Future Outlook - The company is expected to see a recovery in overall gross margins as new factories ramp up production [3] - Three new factories are in the ramp-up phase, with significant output expected from facilities in Sichuan, Indonesia, and Vietnam [3] - The company invested 1.378 billion yuan in fixed assets and other long-term assets in the first half of 2025, indicating a proactive approach to capacity expansion [3] Industry Perspective - The sports shoe manufacturing industry is in a mature phase, with customer resources concentrating on core suppliers with stable delivery and R&D capabilities [4] - Despite short-term pressure on profitability, the efficiency ramp-up of new factories and the gradual recovery of customer orders are expected to support future margin recovery [4] - The company is projected to achieve net profits of 3.486 billion yuan, 4.039 billion yuan, and 4.910 billion yuan for 2025-2027, with respective year-on-year growth rates of -9.23%, 15.85%, and 21.58% [4]

Investment Rating - The report maintains a "Buy" rating for key companies in the sports footwear and apparel sector, including Anta Sports, Li Ning, and Xtep International, with respective 2025 PE ratios of 18x, 19x, and 12x [5][9][10]. Core Insights - The sports footwear and apparel sector shows robust growth, with a 9.1% year-on-year revenue increase to 65.9 billion yuan in H1 2025, and a net profit growth of 8.2% to 10.54 billion yuan after adjusting for one-time gains and losses from the previous year [1][17]. - A-shares in the branded apparel sector experienced stable revenue but significant profit pressure, with a slight revenue decline of 0.1% and a net profit drop of 17.5% in H1 2025 [2][17]. - The textile manufacturing sector faced a weakening trend in Q2 2025 compared to Q1, with a revenue increase of 2.7% but a net profit decline of 9.8% [3][17]. - The gold and jewelry sector saw weak demand, with gold jewelry consumption down 27% and 24% in Q1 and Q2 2025, respectively, highlighting the importance of product and brand strength [4][17]. Summary by Sections H-Shares Sports Footwear and Apparel - Revenue for key companies grew 9.1% to 65.9 billion yuan, with net profit increasing 8.2% to 10.54 billion yuan after adjustments [1][17]. - Companies are focusing on expanding differentiated store formats and enhancing product performance in running shoes while entering new outdoor categories for long-term growth [1][17]. A-Shares Branded Apparel - Revenue remained stable with a slight decline of 0.1%, while net profit fell 17.5% due to increased sales expenses [2][17]. - The home textile category showed stable demand, while fashion and leisure apparel companies exhibited varied performance [2][17]. - The outlook for H2 2025 suggests potential easing of profit pressure as companies manage expenses more effectively [2][17]. Textile Manufacturing - The sector's performance weakened in Q2 2025, with revenue growth of 2.7% and a net profit decline of 9.8% [3][17]. - The impact of changing tariff policies is noted, with Southeast Asian products gaining market share in the U.S. [3][17]. - Companies with integrated and international supply chains are expected to benefit from market share gains in the long term [3][17]. Gold and Jewelry - Overall demand for gold jewelry remains weak, with significant declines in consumption [4][17]. - Companies with strong product and brand capabilities are focusing on product development and marketing to differentiate themselves in a competitive market [4][17].