北京市中伦（上海）律师事务所 关于新凤鸣集团股份有限公司 2024 年第五次临时股东大会的 法律意见书 二〇二四年十一月 !!"! ! "!! #$! ! "!! % &! ! "!! '(! ! "!! ) *! ! "!! +,! ! "!! - .! ! "!! / 0! ! "!! 1(! ! "! ! 2" " $ 3!! "!! 4"! ! "!! 5 6! ! "!! 78! ! "!! 9 :! ! "!! ; <=! ! "!! >? @ "!! A BCD #ABCB'(!" FGH'(GHB!" FGA',GA'!" -KH'(,GLK!" 0KGH'!" NGA'(2K!" NGL'(3B'(!" QB'(2HL!" 5H'(,GLK!" SH'CB'(!" 5HBTLK!" 8LT9L!" 5L'(!WL'(!" ;L'2L'!" SAY!=L>T!" ;L?!@'(AAA?!" FH'!B>H'CB?CL!" @AaHE9 北京市中伦（上海）律师事务所 关于新凤鸣集团股份有限公司 2024 年第五次临时股东大会的 法律意见书 致：新凤鸣集团股份有限公司（以下简称"公司"） 北京市中 ...

证券代码：603225 证券简称：新凤鸣 公告编号：2024-130 新凤鸣集团股份有限公司 2024 年第五次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 330 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 930,610,775 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 62.2233 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 1、公司在任董事 8 人，出席 8 人； 二、 议案审议情况 审议结果：通过 | 表决情况： | | --- | | 股东类型 | 同意 | | | 反对 | | 弃权 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 票数 | 比例（%） | 票数 | 比例 | ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating that the stock is expected to outperform the benchmark index by more than 20% [11]. Core Views - The company has experienced a decline in net profit for the first three quarters of 2024, with a year-on-year decrease of approximately 16%, and a significant drop of about 57% in Q3 compared to the previous quarter [2]. - The polyester filament industry is expected to see a recovery in demand, as the expansion rate of new capacity is slowing down, and smaller companies are likely to exit the market due to stricter environmental regulations [2]. - The company is advancing the construction of four major bases, which is anticipated to enhance its growth potential in the future [3]. Summary by Sections Financial Performance - For 2023, the company is projected to achieve a revenue of 61,469 million yuan, with a year-on-year growth rate of 21.0%. The net profit attributable to the parent company is expected to be 1,086 million yuan, reflecting a significant increase of 628.4% compared to the previous year [1]. - The average selling prices for POY and FDY in the first three quarters of 2024 have shown slight declines, while the price of the main raw material MEG has increased by 11.71%, leading to a reduction in profit margins [2]. Industry Outlook - The long filament industry is expected to recover due to a decrease in new capacity additions and the elimination of outdated production capacities, which will improve the competitive landscape [2]. - The report highlights that from 2023 to 2027, there will be a significant increase in PTA production capacity, leading to a favorable supply situation for raw materials, which is beneficial for the polyester segment [2]. Growth Strategy - The company is focusing on optimizing its product structure and enhancing its cost control capabilities through the development of its four major bases [3]. - Future growth is anticipated as the company continues to release new capacity and improve operational efficiencies [3].

Investment Rating - Strong Buy (Maintained) [1] Core Views - Q3 long fiber sales achieved year-on-year and quarter-on-quarter growth, but raw material inventory losses dragged down Q3 performance [1] - The company's steady capacity expansion continues to solidify its industry position, with growth potential expected [2] - The investment recommendation is adjusted due to slower-than-expected recovery in polyester fiber price spreads and PTA losses caused by falling crude oil prices [2] Financial Performance - Revenue for the first three quarters of 2024 reached 49.197 billion yuan, up 11.31% year-on-year [1] - Net profit attributable to the parent company was 746 million yuan, down 15.91% year-on-year [1] - Q3 revenue was 17.924 billion yuan, up 11.91% year-on-year and 6.56% quarter-on-quarter [1] - Q3 net profit attributable to the parent company was 141 million yuan, down 65.41% year-on-year and 57.23% quarter-on-quarter [1] Sales and Pricing - Q3 long fiber sales volume increased by 20.7% year-on-year and 14.4% quarter-on-quarter, reaching 2.0699 million tons [2] - POY/FDY/DTY sales volumes were 1.479/0.388/0.202 million tons, up 27.2%/7.3%/6.6% year-on-year and 18.8%/4.3%/5.2% quarter-on-quarter [2] - Q3 POY/FDY/DTY average prices were 6,690/7,568/8,699 yuan per ton, down 4.4%/3.5%/0.1% year-on-year and 3.2%/2.7%/1.3% quarter-on-quarter [2] Capacity Expansion - Current long fiber production capacity is 7.4 million tons, with an additional 400,000 tons expected in 2024 and 650,000 tons in 2025 [2] - The company has 5 million tons of PTA capacity, with a future plan to reach 5.4 million tons using advanced P8++ technology [2] - The company is participating in the Taikun Petrochemical (Indonesia) refining project to further enhance cost advantages [2] Financial Forecasts - Expected net profit attributable to the parent company for 2024-2026 is 1.013/1.650/2.373 billion yuan, down from previous estimates of 1.527/2.069/2.705 billion yuan [2] - EPS for 2024-2026 is forecasted at 0.66/1.08/1.56 yuan, with corresponding PE ratios of 17x/11x/7x [2] - Target price is set at 16.2 yuan based on a 15x PE ratio for 2025 [2] Market Performance - Current stock price is 11.55 yuan, with a target price of 16.2 yuan [4] - The stock has shown a market performance ranging from -20% to 33% over the past 12 months [5]

Investment Rating - The report maintains an "Overweight" rating for the company [1] Core Views - The company reported a significant improvement in performance, with expectations for profit expansion during peak seasons [4][6] - The company's revenue for the first three quarters of 2024 reached 49.197 billion yuan, a year-on-year increase of 11.31% [4] - The net profit attributable to shareholders for the same period was 746 million yuan, a decrease of 15.91% year-on-year [4] - The report highlights the impact of declining oil prices on raw material costs, which has affected the industry [5] Financial Summary - The company’s projected revenue for 2024 is 68.199 billion yuan, with net profit expected to be 1.11867 billion yuan [3][6] - Earnings per share (EPS) is forecasted to be 0.73 yuan for 2024, increasing to 1.01 yuan by 2026 [3][6] - The price-to-earnings (P/E) ratio is projected to decrease from 15.81 in 2023 to 11.13 in 2026, indicating improving valuation [3][6] - The company’s gross profit margin for the first three quarters was 5.61%, down 0.74 percentage points year-on-year [4] Sales Performance - The sales volume for POY, FDY, DTY, and short fibers in the first three quarters were 3.8061 million tons, 1.0876 million tons, 563,900 tons, and 919,900 tons respectively, showing year-on-year growth of 15.23%, 4.39%, 3.72%, and 12.61% [5] - The average selling prices for these products showed slight variations, with POY at 6,809 yuan/ton, FDY at 7,713 yuan/ton, DTY at 8,746 yuan/ton, and short fibers at 6,584 yuan/ton [5] Market Conditions - The report notes a decline in international oil prices, with the WTI average price at 75.20 USD/barrel, down 6.81% [5] - Weak downstream consumption and insufficient cost support in the industry have further weakened demand [5] - Despite the challenging market conditions, leading companies have maintained a strong pricing strategy [5]

Investment Rating - The report maintains a "Buy" rating for the company, expecting the stock price to outperform the industry index by over 15% in the next six months [15]. Core Views - The company experienced short-term pressure on its performance in Q3 2024, with a year-on-year revenue increase of 11.31% but a decline in net profit by 15.91% [1]. - The company's cash flow from operating activities showed significant growth, increasing by 572.11% year-on-year in the first three quarters of 2024 [3]. - The report highlights the company's ongoing expansion in PTA production capacity, which is expected to enhance its competitive edge and profitability in the long run [6]. Financial Performance Summary - For the first three quarters of 2024, the company reported total revenue of 49.197 billion yuan, with a net profit of 746 million yuan [1]. - The gross profit margin for the first three quarters of 2024 was 5.61%, a decrease of 0.74 percentage points compared to the same period last year [2]. - The company’s revenue for 2024 is projected to be 64.846 billion yuan, with a net profit of 1.075 billion yuan, reflecting a slight decline in profit compared to 2023 [7]. Operational Highlights - The company’s production and sales of key products such as DTY, FDY, and POY showed stable growth, with production increases of 9.30%, 7.36%, and 14.84% respectively in the first three quarters of 2024 [4]. - The average selling prices for major products experienced slight fluctuations, with DTY and FDY prices increasing by 3.05% and 0.67% respectively [4]. - The company is actively working on a 5 million-ton PTA project, which is part of its strategy to create a complete polyester filament industry chain [6]. Future Projections - The company is expected to achieve revenues of 64.846 billion yuan in 2024, 69.566 billion yuan in 2025, and 75.011 billion yuan in 2026, with corresponding net profits of 1.075 billion yuan, 1.640 billion yuan, and 1.952 billion yuan respectively [7]. - The projected EPS for the next three years is 0.71 yuan in 2024, 1.08 yuan in 2025, and 1.28 yuan in 2026, indicating a positive growth trajectory [7].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price adjusted to 14.04 CNY from the previous 15.15 CNY [2][3]. Core Insights - The company's Q3 2024 performance was slightly below expectations, with revenue of 17.924 billion CNY, a year-on-year increase of 11.91% and a quarter-on-quarter increase of 6.56%. However, the net profit attributable to shareholders was 141 million CNY, reflecting a year-on-year decline of 65.42% and a quarter-on-quarter decline of 57.23% [2]. - The report highlights that the decline in performance was primarily due to fluctuations in oil prices and a slight inventory accumulation in downstream production caused by high-temperature weather [2][3]. - The company is actively repurchasing shares to bolster investor confidence, having repurchased 14.72 million shares, representing 0.97% of the total share capital by the end of August [2]. Financial Summary - For Q3 2024, the gross margin and net margin were reported at 5.61% and 1.52%, respectively, showing a year-on-year decrease of 0.12% and 0.24% [2]. - The sales volume of POY, FDY, and DTY for Q3 2024 was 1.48 million tons, 390 thousand tons, and 200 thousand tons, respectively, with quarter-on-quarter increases of 18.8%, 4.3%, and 5.2% [2]. - The report projects that the industry will see a slowdown in new capacity additions, with planned increases of 2.65 million tons in 2024 and 2.85 million tons in 2025, reflecting year-on-year growth rates of 6.2% and 6.6% [2]. Market Position - The company operates in a favorable industry landscape, with the domestic filament capacity reaching 42.86 million tons by the end of 2023, a year-on-year increase of 9.98%. The top six companies account for nearly 70% of the total capacity, indicating a trend of increasing concentration in the industry [2]. - The report emphasizes the expectation of a recovery in demand driven by seasonal inventory replenishment in the winter, despite current challenges in downstream demand [2].

新凤鸣集团股份有限公司 2024 年第五次临时股东大会 会议资料 2024 年 11 月 新凤鸣 2024 年第五次临时股东大会会议资料 目录 | 新凤鸣集团股份有限公司 2024 | 年第五次临时股东大会通知 3 | | --- | --- | | 新凤鸣集团股份有限公司 2024 | 年第五次临时股东大会会议须知 4 | | 新凤鸣集团股份有限公司 2024 | 年第五次临时股东大会会议议程 6 | | 议案一、关于新增公司 2024 | 年度与关联方日常关联交易预计金额的议案 7 | 新凤鸣集团股份有限公司 2024 年第五次临时股东大会通知 各位股东及股东代表： 新凤鸣集团股份有限公司（以下简称"公司"）2024 年第五次临时股东大会 拟于 2024 年 11 月 13 日下午 14：00 时在公司总部五楼一号会议室召开。 本次股东大会审议和表决议题如下： 1、审议《关于新增公司 2024 年度与关联方日常关联交易预计金额的议案》 以上议案已经于 2024 年 10 月 28 日召开的公司第六届董事会第二十五次会议 审议通过，并于 2024 年 10 月 29 日在上海证券交易所网站（www.sse. ...

| 股票代码：603225 | 股票简称：新凤鸣 | 公告编号：2024-128 | | --- | --- | --- | | 转债代码：113623 | 转债简称：凤 21 转债 | | 上述通讯地址及邮政编码自本公告发布之日起正式启用。 特此公告。 新凤鸣集团股份有限公司董事会 2024 年 11 月 2 日 1 新凤鸣集团股份有限公司 关于通讯地址及邮政编码变更的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 新凤鸣集团股份有限公司（以下简称"公司"）因公司总部办公地址变动， 相关通讯地址及邮政编码发生变更。现将变更后的相关信息公告如下： | 项目 | 董事会秘书 | 证券事务代表 | | --- | --- | --- | | 姓名 | 杨剑飞 | 吴耿敏 | | 通讯地址 | 浙江省桐乡市履祥路 501 | 号 | | 邮政编码 | 314500 | | | 联系电话 | 0573-88519631 | | | 邮箱 | xfmboard@xfmgroup.com | | ...

证券代码：603225 证券简称：新凤鸣 公告编号：2024-129 新凤鸣集团股份有限公司（以下简称"公司"）已于 2024 年 10 月 29 日发布公司 2024 年第三季度报告，为便于广大投资者更全面 深入地了解公司 2024 年前三季度经营成果、财务状况，公司计划于 2024 年 11 月 28 日 下午 13:00-14:00 举行 2024 年第三季度业绩说 明会，就投资者关心的问题进行交流。 一、 说明会类型 会议召开时间：2024 年 11 月 28 日(星期四)下午 13:00-14:00 会议召开地点：上海证券交易所上证路演中心（网址： 本次投资者说明会以网络互动形式召开，公司将针对 2024 年前 三季度的经营成果及财务指标的具体情况与投资者进行互动交流和 沟通，在信息披露允许的范围内就投资者普遍关注的问题进行回 答。 新凤鸣集团股份有限公司 关于召开 2024 年第三季度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： https://roadshow.sseinfo. ...