国浩律师（上海）事务所 法律意见书 本所律师是根据对事实的了解和对法律的理解发表法律意见。 国浩律师（上海）事务所 关于上海家化联合股份有限公司 致：上海家化联合股份有限公司 上海家化联合股份有限公司（以下简称"公司"）2025 年第一次临时股东 会（以下简称"本次股东会"）现场会议定于 2025 年 6 月 4 日 13:30 在上海市 虹口区保定路 527 号八楼会议室召开，国浩律师（上海）事务所（以下简称"本 所"）接受公司的委托，指派本所律师出席会议，并依据《中华人民共和国证券 法》、《中华人民共和国公司法》、中国证券监督管理委员会《上市公司股东会 规则》和《上海家化联合股份有限公司章程》（以下简称"《公司章程》"）出 具本法律意见书。 本所律师已经按照有关法律、法规的规定对本次股东会召集、召开程序是否 合法及是否符合《公司章程》、股东会召集人资格的合法有效性、出席会议人员 资格的合法有效性和股东会表决程序、表决结果等发表法律意见。法律意见书中 不存在虚假、严重误导性陈述及重大遗漏，否则愿意承担相应的法律责任。 本法律意见书依据国家有关法律、法规的规定而出具。 本所律师同意将本法律意见书作为公司本次股 ...

Group 1: Core Themes - The fourth China-Central and Eastern European Countries (CEEC) Expo is taking place in Ningbo, showcasing a new paradigm of cross-regional cooperation with a focus on economic, technological, and cultural integration [1][2] - The expo serves as a platform for Central and Eastern European products to enter the Chinese market, with significant participation from various exhibitors [2][3] Group 2: Economic Cooperation - Since the establishment of the China-CEEC cooperation mechanism in 2012, trade between China and CEEC countries has grown at an annual rate of 8.8%, with imports from CEEC countries increasing by 7.4%, both surpassing China's overall trade growth [2] - A total of 126 agricultural products from 14 CEEC countries have gained access to the Chinese market, with 3,430 foreign agricultural enterprises registered [2] Group 3: Technological Collaboration - The expo highlights deepening technological cooperation between China and CEEC countries, featuring innovations in various fields such as artificial intelligence and renewable energy [4][5] - A new exhibition area called "Smart CEEC" showcases advanced technologies, attracting interest from businesses seeking partnerships and development opportunities [4] Group 4: Cultural Exchange - Cultural events, such as a long-table banquet, emphasize the importance of humanistic exchanges in fostering mutual understanding and economic opportunities [7][8] - The launch of the Ningbo-CEEC International Cultural and Art Exchange Center aims to enhance educational cooperation and youth exchanges between China and CEEC countries [8]

Core Viewpoint - The article emphasizes the importance of performance growth in stock price trends, countering the notion that performance is irrelevant to market movements. It highlights that stocks with sustained performance growth tend to align closely with long-term price trends, while those without consistent earnings may experience erratic price movements [1]. Group 1: Industry Anchors - The robotics industry anchor, represented by Shuanglin Co., is projected to maintain double-digit growth in 2024, driven by its automotive parts business, while the robotics segment is seen as a potential second growth curve [2]. - The semiconductor industry anchor, represented by Hengxuan Technology, is also expected to sustain double-digit growth in 2024 [2]. - The consumer industry anchor, represented by Wancheng Group, is showing a strong performance reversal in 2024 [4]. - The daily chemical industry anchor is represented by Ruoyu Chen, which is anticipated to maintain double-digit growth in 2024 [6]. - The beauty and cosmetics industry anchor is represented by Jinbo Biological, which is also expected to sustain double-digit growth in 2024 [7]. Group 2: Conditions for Anchors - Total and branch anchors must meet two conditions: significant performance reversal or continuous growth, and a clear outperformance against the market during the late bear market phase [8]. - If an anchor meets the first condition but not the second, it may form a diffusion anchor, where poor-performing stocks merely follow the market or are targeted by speculative trading [8]. Group 3: Market Leadership and Stock Selection - In the transition from a bear market to a bull market, stocks with the strongest anti-drawdown capabilities and those that lead in price recovery should be prioritized for investment [10]. - Tracking stocks that reach new 52-week highs can help identify leading industry groups, as these stocks often signal the start of a new market trend [10]. Group 4: Timeliness of Themes - The formation and dissemination of themes in the market can have immediate effects on indices and stock prices, with some themes having lasting impacts while others are fleeting [11]. - Long-lasting themes are characterized by predictability, feasibility, high stickiness, and performance-driving potential, while short-term themes are often limited to concepts and low stickiness [11][12].

Core Viewpoint - The beauty and personal care sector is experiencing significant stock price increases, with companies like Lafang Jiahua reaching new highs, reflecting strong investor sentiment and competitive dynamics within the industry [2][3]. Company Overview - Lafang Jiahua primarily engages in the research, production, and sales of hair care, skin care, and makeup products, with key brands including "Lafang," "Yujie," and "Meiduosi" [4]. - In 2024, Lafang Jiahua reported total revenue of 88,871.66 million yuan, a year-on-year increase of 3.36%, while net profit decreased by 36.84% to 4,136.66 million yuan [4][5]. - The company's revenue from its main brands, "Lafang" and "Yujie," accounted for 88.57% of total revenue, with "Lafang" achieving a sales revenue of 64,161.92 million yuan, up 9.11% year-on-year [4]. Sales Channels - Lafang Jiahua's primary sales channel is still through distributors, generating 62,312.30 million yuan, which is 70.11% of total revenue, while e-commerce and other channels contributed 26,487.69 million yuan, or 29.80% [4]. - The company has implemented an omnichannel strategy, enhancing both online and offline sales efforts to boost brand visibility and market share [6]. Market Dynamics - The beauty and personal care industry is facing increased competition, with companies adapting to changing consumer preferences and market conditions [8]. - Lafang Jiahua noted that the industry is transitioning towards a consumer-centric model, emphasizing brand quality and consumer insights [8]. Recent Developments - Lafang Jiahua has partnered with the national diving team to enhance brand presence and product sales through live streaming events, resulting in significant sales growth [7]. - The company is focusing on upgrading its "Lafang" brand and launching new products that incorporate innovative technologies and local ingredients [7]. Competitor Insights - Other companies in the beauty and personal care sector, such as Jiega and Kelaibao, are also experiencing stock price increases and adapting their strategies to capture market share [2][10]. - Jiega's wet wipes segment accounted for approximately 90% of its revenue, while Kelaibao's adult incontinence products represented 51.72% of its total revenue [9][10].

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company reported a revenue of 1.38 billion yuan for 2024, a year-on-year decrease of 15.71%, and a net profit attributable to the parent company of 46.72 million yuan, down 33.60% year-on-year [2] - The company plans to distribute a cash dividend of 0.5 yuan per 10 shares (tax included) [2] - The gaming market in China reached a historical high in 2024, with actual sales revenue of 325.78 billion yuan, a year-on-year increase of 7.53% [5] - The company has been actively reducing costs and enhancing efficiency, with key products entering the public testing phase [4] Summary by Sections Financial Performance - In 2024, the company's daily chemical business gross margin was 40.03%, an increase of 1.80 percentage points year-on-year, while the gaming business gross margin was 57.91%, a decrease of 11.59 percentage points year-on-year [3] - The operating cash flow net amount was 165 million yuan, a year-on-year increase of 138.45% [3] - The company adjusted its revenue forecasts for 2025-2027 to 1.62 billion, 1.87 billion, and 2.09 billion yuan respectively [6] Business Development - The company has focused on developing mobile games and has successfully launched several mini-program games that have performed well in the market [4] - The company has a robust product pipeline and plans to launch products at the right time as they mature [4] Market Outlook - The self-developed overseas market achieved actual sales revenue of 18.557 billion yuan in 2024, a year-on-year increase of 13.39% [5] - The company is expected to benefit from the growth of the gaming market due to its strong product reserves and cost-reduction strategies [5]

Group 1 - In the first four months of this year, Guangzhou established 2,662 new foreign-invested enterprises, a year-on-year increase of 14.8%, with actual foreign investment reaching 11.52 billion yuan, up 1.4% compared to the previous year [1] - Over the past five years, the total actual foreign investment in Guangzhou has approached 280 billion yuan, with the number of top 500 enterprises investing in the city increasing to 362 and landing projects totaling 2,025 [1] - Guangzhou's 50,200 foreign enterprises account for 1.8% of the total number of enterprises, contributing nearly 30% of the total import and export value and nearly 40% of the total industrial output value and industrial added value above designated size [1] Group 2 - The "2025 Guangzhou Stabilizing Foreign Investment Work Action Plan" introduced in April focuses on manufacturing and high-tech industries, implementing a "precise drip irrigation" policy with a maximum annual reward of 50 million yuan per project, potentially reaching 150 million yuan over the policy period [2] - Multinational company headquarters and global R&D centers can receive rewards of up to 13 million yuan and 6 million yuan, respectively, with policies like "20 Measures for High-Quality Development of Foreign Investment" and "12 Measures to Optimize the Foreign Investment Environment" continuously releasing benefits [2] - The policy implementation mechanism in Guangzhou is being upgraded, with the Business Bureau optimizing the "direct and fast enjoyment" of policies, increasing the proportion of "no application required" benefits [2] Group 3 - Procter & Gamble, which established a joint venture in Guangzhou in 1988, has developed into a benchmark for smart manufacturing with an annual output value exceeding 10 billion yuan, and its production base in Huangpu has become the sixth factory globally to receive the "Lighthouse Factory" honor [3] - Amway (China) has made ten investments over 30 years since establishing its first factory in Guangzhou, currently implementing a five-year investment plan totaling 2.1 billion yuan, reinforcing Guangzhou's role as a global supply chain hub [3] - The collaboration between Guangzhou and foreign enterprises illustrates a long-term partnership, with significant investments leading to the establishment of modern production bases and innovation centers [3] Group 4 - This year, Swire Properties completed a foreign investment increase of 580 million yuan in Guangzhou, while New World’s tax contributions in the region exceeded 900 million yuan [4] - The "Yiqi Xing" enterprise service year action initiated by the Guangzhou Business Bureau includes four major actions and 14 specific measures to enhance enterprise services and stabilize foreign investment and trade [4] - The roundtable meeting with foreign enterprises served as a platform for listening to their voices and addressing their concerns, promoting mutual empowerment between the city and enterprises [4] Group 5 - Guangzhou aims to continuously release its investment "magnetic force," inviting global partners to participate in high-quality development [5] - Swire Properties has invested 2.1 billion yuan in a property project and plans to invest an additional 1 billion yuan for upgrades, while GAC Toyota is deepening its efforts in new energy vehicle research and development [5] - Amway is investing in cutting-edge fields related to cellular anti-aging, with its Guangzhou factory set to become a global innovation hub [5]

从"亿元奖励"到"精准滴灌" 政策创新筑巢引凤 "我们一年内获得了利用外资封顶的亿元奖励，充分体现了广东省和广州市政府对企业的支持。"谈及在 广州投资的经历，某跨国公司负责人竖起大拇指。这正是广州近年来构建"政策组合拳"的生动写照。 今年4月，《2025年广州稳外资工作行动方案》出台，新政更突出精准滴灌，实施新一轮外资奖励政 策，重点支持制造业和高技术产业，单个企业年度最高可获得5000万元奖励，政策期内累计可达1.5亿 元。激发产业活力，符合条件的跨国公司总部、全球研发中心分别最高能获得1300万元、600万元奖 励。近年来广州持续释放政策红利，先后出台了"外资高质量发展20条""优化外商投资环境12条"等政策 举措，推进外商投资便利化和全流程服务。同时，以国家服务业扩大开放综合试点为契机，深化在养 老、演艺文旅、电信服务等9个领域试点开放，不断拓宽外商投资领域。 在政策兑现机制上，广州市商务局按照"三减一优"（减环节、减时间、减材料、优服务）要求，优化提 升惠企政策"直达快享""免申即享"比例。公布政策兑现机会清单，明确标准、申报渠道、申报时间，邀 请超100名"政策体验官"为政策把脉问诊，提高政策预期， ...

南方财经全媒体记者魏彤 广州报道 今年1一4月，广州全市新设外商投资企业2662家，同比增长14.8%；实际使用外资115.2亿元人民币，同 比增长1.4%，增速高于全国。 广州是名副其实的外资大市。过去5年，全市实际使用外资总额近2800亿元，在穗投资500强企业增至 362家、落地项目2025个；全市5.02万家外资企业，以1.8%的企业数占比，贡献了近三成进出口总值以 及近四成工业总产值和规上工业增加值。 在政策兑现机制上，广州市商务局按照"三减一优"（减环节、减时间、减材料、优服务）要求，优化提 升惠企政策"直达快享""免申即享"比例。公布政策兑现机会清单，明确标准、申报渠道、申报时间，邀 请超100名"政策体验官"为政策把脉问诊，提高政策预期，提振企业信心。 以政策促改革，以创新促发展，一个吸引外资的政策创新高地正在广州崛起。 今年年初，广州提出建设"12218"现代化产业体系，这既是广州应对全球产业变局的"战略密码"，也是 其通过新质生产力的"关键变量"实现城市新旧动能转换的关键路径。 1988年，宝洁以合资形式落户广州开发区，如今已发展为年产值超百亿元的智能制造标杆。宝洁在黄埔 区的生产基地和供 ...

"今年1-4月，广州全市新设外商投资企业2662家，同比增长14.8%""实际使用外资115.2亿元人民币，同 比增长1.4%，增速高于全国""过去5年，全市实际使用外资总额近2800亿元，在穗投资500强企业增至 362家、落地项目2025个""全市5.02万家外资企业以1.8%的企业数占比，贡献了近三成进出口总值以及 近四成工业总产值和规上工业增加值。"……5月20日，在广州市重点外资企业圆桌会上公布的一组组数 据显示出，在全球经济复苏承压背景下，广州这座"千年商都"再次彰显出强劲的经济韧性与活力，吸引 着跨国企业持续加码。 据悉，本次是广州连续第5年举办外资企业圆桌会，会上宝洁、安利、广汽丰田、林德、玛氏箭牌、太 古地产、中国欧盟商会华南分会、新世界、捷普电子、瑞穗银行、现代汽车氢燃料公司、百吉生物等12 家外资企业和机构代表畅谈投资规划，提出发展诉求和政策建议，商务、发改、科技、工信、市场监管 等部门负责人现场回应，并建立台账、全程督办，确保事事有着落、件件有回音。 政策创新筑巢引凤：从"亿元奖励"到"精准滴灌" 以政策促改革，以创新促发展，一个吸引外资的政策创新高地正在广州崛起。 "我们一年内获得了 ...

Core Viewpoint - The chemical sector in China is maintaining its development momentum despite external challenges, supported by strong domestic demand and favorable policies, with a notable recovery in product demand driven by various industries [1][6]. Group 1: Industry Performance - In Q1, the chemical sector's 529 listed companies reported a total revenue of 621.73 billion yuan, a year-on-year decline of 15.33%, while net profit reached 36.208 billion yuan, showing a slight increase of 1.58% [1]. - The refrigerant industry benefited from regulatory policies, leading to a revenue increase of 23.31% to 14.654 billion yuan and a net profit surge of 140.16% to 1.77 billion yuan [2]. - The chlor-alkali industry saw a net profit increase of 84.55% to 3.117 billion yuan, despite a revenue decline of 13.98% to 45.922 billion yuan [2]. - The food and feed additive sector achieved a revenue of 37.773 billion yuan, up 4.21%, with net profit rising 75.57% to 5.369 billion yuan [3]. - The agricultural chemical sector reported a revenue of 49.378 billion yuan, down 6.51%, but net profit increased by 25.12% to 3.093 billion yuan [3]. Group 2: Industry Challenges - The organic silicon industry faced significant challenges, with net profit dropping by 37.74% despite stable revenue [4]. - The titanium dioxide sector experienced a revenue decline of 14.35% and a net profit drop of 35.61% due to high production levels and weak downstream demand [4]. - The nitrogen fertilizer industry reported a revenue decrease of 4.28% and a significant net profit decline of 56.82% [4]. - The tire industry showed a revenue increase of 6.34% but faced a net profit decline of 24.84%, attributed to rising production costs [4][5]. Group 3: Future Outlook - The refrigerant industry is expected to maintain its growth cycle due to quota systems and increasing downstream demand [6]. - The agricultural chemical market is anticipated to stabilize as the peak usage season approaches, with active trading expected [6]. - The chemical industry must navigate challenges such as increased competition in the titanium dioxide market and the need for innovation in the daily chemical sector [6].