证券代码：600096 证券简称：云天化 公告编号：临 2025-080 云南云天化股份有限公司 第十届董事会第七次（临时）会议决议公告 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。 一、董事会会议召开情况 云南云天化股份有限公司（以下简称"公司"）第十届董事会第七 次（临时）会议通知于 2025 年 12 月 5 日以送达、邮件等方式通知全 体董事及相关人员。会议于 2025 年 12 月 10 日以通讯表决的方式召 开。应当参与表决董事 9 人，实际参加表决董事 9 人，符合《公司法》 和《公司章程》等有关法律、法规和规章的规定。 根据《上海证券交易所股票上市规则》的相关规定，本次交易构 成关联交易；关联董事付少学先生、彭明飞先生对该议案回避表决。 该议案已于 2025 年 12 月 9 日经公司独立董事专门会议全票通 过，并同意提交董事会审议。 详见上海证券交易所网站（http://www.sse.com.cn）公司临 2025-081 号《关于收购云南天耀化工有限公司股权暨关联交易的公 告》。 （二）9 票同意、0 ...

Group 1 - The core point of the article is that Yuntianhua (SH 600096) announced a temporary meeting of its board of directors to discuss the application for a comprehensive credit limit for 2026 [1] - The revenue composition for Yuntianhua in the first half of 2025 is as follows: fertilizers account for 50.88%, trading for 32.25%, phosphate chemicals for 5.73%, others for 3.41%, and engineering materials for 2.81% [1] - As of the report, Yuntianhua's market capitalization is 55.8 billion yuan [1]

格隆汇12月10日丨云天化(600096.SH)公布，公司以协议转让的方式收购云天化集团持有的天耀化工 61.13%股权和云南鑫煌投资开发有限公司持有的天耀化工38.87%股权。本次收购以2025年6月30日为评 估基准日的评估价值为定价依据，收购股权评估价格为3688.58万元（以经有权国有资产管理机构备案 价格为准）。收购完成后，公司持有天耀化工100%股权，天耀化工成为公司的全资子公司。本次交易 构成关联交易。 ...

Core Viewpoint - The company, Yuntianhua, plans to acquire a 100% stake in Tianyao Chemical by purchasing shares from its controlling shareholder and another investor for a total valuation of 36.8858 million yuan, enhancing its position in the fine phosphorus chemical industry [1] Group 1: Acquisition Details - The company intends to acquire 61.13% of Tianyao Chemical from its controlling shareholder, Yuntianhua Group, and 38.87% from Yunnan Xinhang Investment Development Co., Ltd. [1] - The total assessed price for the acquisition is 36.8858 million yuan [1] Group 2: Strategic Implications - Upon completion of the acquisition, Tianyao Chemical will become a wholly-owned subsidiary of the company [1] - The acquisition is expected to create synergies with the company's existing fine phosphorus chemical products, forming a complete industrial chain from yellow phosphorus and thermal phosphoric acid to polyphosphate, ammonium polyphosphate, and phosphorus-based flame retardants [1] - This strategic move aims to enhance the scale effect and completeness of the company's fine phosphorus chemical industry, expand product sales and market share, and improve phosphorus resource utilization efficiency and overall competitiveness [1]

Demand Side - The demand for phosphate rock in China is projected to be 11,320 million tons in 2024, with expectations of 11,802 million tons and 12,414 million tons in 2025 and 2026 respectively, resulting in an actual incremental demand of 482 million tons and 612 million tons [2] - Emerging demand from the energy storage sector is expected to drive the phosphate chemical industry, with the incremental demand for phosphate rock from energy storage batteries estimated at 393 million tons and 431 million tons for 2025 and 2026 respectively [2] - Traditional demand for phosphate fertilizers is expected to remain weak due to rising raw material prices, with a low likelihood of recovery in phosphate fertilizer demand in 2025 and 2026 [2] Supply Side - In 2024, China's phosphate rock capacity, effective capacity, and output are projected to be 19,447 million tons, 11,916 million tons, and 11,353 million tons respectively, with expected capacities of 21,732 million tons and 24,762 million tons in 2025 and 2026 [3] - The supply of phosphate rock is significantly affected by environmental safety incidents, leading to a large gap between planned and actual production capacities [3] - The phosphate iron industry is experiencing long-term overcapacity, with effective capacity and output for phosphate iron in 2024 estimated at 426 million tons and 205 million tons respectively, and expected to increase to 499 million tons and 540 million tons in 2025 and 2026 [3] Price Outlook - The operating rate for phosphate rock capacity in 2024 is expected to be 58%, with effective capacity operating at 95%, and projected to balance supply and demand in 2025 and 2026 [4] - Low-grade phosphate rock prices may face slight pressure, while high-grade phosphate rock prices are expected to remain elevated [4] - The phosphate iron market is anticipated to experience tight supply, with effective capacity operating rates expected to improve from 48% in 2024 to 60% and 80% in 2025 and 2026 respectively [4] Investment Recommendations - Companies with integrated phosphate rock and phosphate iron production capabilities are recommended, including Tianqi Materials, Hunan YN, and Zhongwei Co [5] - Companies with phosphate iron production and rich phosphate rock resources are expected to benefit significantly from rising phosphate iron prices, including Chuanheng Co, Xingfa Group, and Batian Co [5]

Core Viewpoint - The report from Dongwu Securities highlights the expected growth in demand for phosphate rock driven by emerging sectors, while traditional demand is projected to decline. The overall supply and demand dynamics for phosphate rock and iron phosphate are analyzed for the years 2024 to 2026 [1][2][3]. Demand Side - Phosphate rock demand in China is projected to be 11,320 million tons in 2024, with expectations of 11,802 million tons and 12,414 million tons in 2025 and 2026 respectively. The actual increase in demand is estimated at 482 million tons and 612 million tons [1]. - Emerging sectors, particularly energy storage and power batteries, are expected to drive demand for phosphate rock, with an increase of 393 million tons and 431 million tons in 2025 and 2026 respectively. Iron phosphate is anticipated to contribute significantly to this demand [1]. - Traditional demand for phosphate fertilizers is expected to weaken due to rising raw material prices, with a forecasted decline in phosphate fertilizer production in early 2025 [1]. - Iron phosphate demand is projected to reach 214 million tons in 2024, increasing to 325 million tons and 449 million tons in 2025 and 2026, respectively, with significant contributions from energy storage [1]. Supply Side - Phosphate rock production capacity in China is expected to be 19,447 million tons in 2024, with projections of 21,732 million tons and 24,762 million tons for 2025 and 2026. Effective capacity and production are also expected to increase correspondingly [2]. - The supply of phosphate rock is significantly impacted by environmental safety incidents, leading to a gap between planned and actual production capacity [2]. - The iron phosphate industry is characterized by long-term overcapacity, with effective capacity and production expected to rise from 426 million tons and 205 million tons in 2024 to 499 million tons and 540 million tons in 2025 and 2026, respectively [2]. Price Outlook - The operating rate for phosphate rock capacity is projected to be 58% in 2024, with expectations of 57% and 54% in 2025 and 2026. High-grade phosphate rock prices are expected to remain elevated, while low-grade prices may face slight pressure [3]. - The iron phosphate market is anticipated to experience tight supply conditions, with operating rates expected to improve significantly in 2025 and 2026, indicating a potential supply gap [3]. Recommended Companies - Companies with phosphate iron and phosphate rock layouts are recommended, including Tianci Materials, Hunan YN, and Zhongwei Co. [4]. - Integrated chemical companies with phosphate iron production and phosphate rock resources are expected to benefit from rising phosphate iron prices, with suggested companies including Chuanheng Co., Xingfa Group, and others [4].

Summary of China Agriculture: Fertilizers Conference Call Industry Overview - **Industry**: Fertilizer sector in China - **Importance**: Fertilizers are essential for enhancing agricultural productivity and ensuring food security in China, which produces nearly one-third of global fertilizers while utilizing only 9% of global cropland [2][9] Key Insights 1. **Phosphate Fertilizer Outlook**: - Anticipated improvement in phosphate fertilizer pricing due to higher utilization driven by increased compound fertilizer consumption [2][17] - Expected domestic phosphate rock pricing to rise from Rmb1,000/t to Rmb1,051/t in 2026E and Rmb1,150/t by 2030E, reflecting a structural deficit in supply [9][26] 2. **Urea Market Dynamics**: - Deterioration in urea balance expected due to new supply additions, with potential easing of exports providing upside risk [2][17] - Forecasted decline in domestic urea pricing by 5% in 2026E [17] 3. **Potash Market Conditions**: - Rising surplus in the domestic potash market anticipated as Laos expansion by Chinese producers ramps up [2][17] - Potash benchmark pricing revised down by 3% for 2026E due to surplus outlook [17] 4. **Product Upgrades and Efficiency**: - Increased penetration of slow-release and water-soluble fertilizers expected to drive better growth than the industry average, enhancing absorption efficiency [3][9] - Projected growth in slow-release/water-soluble fertilizer market share from nearly 10% in 2024A to 40% by 2030E [13] Company Coverage Initiation 1. **Yuntianhua (YTH)**: - Rating: Buy - Target Price: Rmb45.0/sh, implying 43% upside - Key Strength: Integrated producer with self-sufficient phosphate rock resources [4][20] 2. **Xinlianxin (XLX)**: - Rating: Neutral - Target Price: HK$8.5/sh, implying 7% downside - Key Strength: Low-cost urea producer with differentiated slow-release fertilizer offerings [4][20] 3. **New Yonfer**: - Rating: Neutral - Target Price: Rmb16.0/sh, implying 2% upside - Key Strength: Leading high-end compound fertilizer producer with potential for upstream resource integration [4][20] 4. **Qinhai Salt Lake (QHL)**: - Rating: Sell - Target Price: Rmb16.0/sh, implying 37% downside - Key Concern: Surplus outlook in the domestic potash market [4][20] Additional Insights - **Global Trade Position**: China has historically contributed significantly to global fertilizer trade, with 29% of global urea exports and 30% of MAP/DAP exports at its peak [17] - **Environmental Considerations**: The report highlights the importance of improving absorption efficiency in fertilizers to address challenges posed by structural tightness in natural resources [9][25] Conclusion - The fertilizer sector in China is poised for changes driven by supply-demand dynamics, product upgrades, and strategic company positioning. The outlook for phosphate fertilizers appears positive, while urea and potash markets face challenges. The initiation of coverage on key players reflects a strategic approach to capitalize on these trends.

Core Viewpoint - Sulfur prices have surged dramatically, reaching new highs and breaking historical records, driven by strong external market influences and increased demand from the downstream phosphate fertilizer industry [1][2][4]. Group 1: Price Trends - As of December 5, 2025, sulfur prices have more than doubled compared to the beginning of the year, with major producers like Shandong Shenchi and Dongming Petrochemical raising prices to 4180 CNY/ton and 4350 CNY/ton respectively [3][4]. - The price increase is attributed to strong external market performance, with Qatar's sulfur contract price rising significantly, leading to higher import costs for China [4]. - Despite high port inventories of 2.2028 million tons, the market sentiment remains bullish, with 71% of surveyed participants expecting further price increases [4][5]. Group 2: Demand and Supply Dynamics - The phosphate fertilizer sector is recovering, with production capacity utilization rates for monoammonium phosphate and diammonium phosphate improving, providing support for sulfur prices [6]. - However, rising sulfur prices are squeezing profit margins for major fertilizer companies like Yuntianhua, which reported a 21.88% decline in revenue due to increased production costs [7]. - The market is expected to maintain high price levels through early 2026, driven by seasonal demand for spring planting and limited supply growth [9]. Group 3: Market Outlook - Analysts predict that while there may be short-term price corrections due to year-end inventory adjustments, the long-term outlook for sulfur prices remains bullish, with potential peaks as high as 5000 CNY/ton [6][9]. - The market is characterized by a cautious approach from end-users and traders, who may refrain from aggressive purchasing at record high prices [8]. - The supply side is expected to remain tight, with no new domestic production facilities and limited import growth due to cost pressures [9].

Core Viewpoint - The price of sulfur has surged dramatically, reaching new highs and breaking historical records, driven by strong external market prices and increased demand from the downstream phosphate fertilizer industry [1][5][12]. Price Trends - As of December 8, domestic sulfur manufacturers have raised prices significantly, with increases of up to 100 yuan/ton in a single day [1]. - The price of sulfur has more than doubled in 2025, with solid sulfur prices reaching 4150 yuan/ton and liquid sulfur at 4200 yuan/ton, compared to earlier prices of 1750 yuan/ton and 1700 yuan/ton at the beginning of the year [3][5]. - The total inventory of sulfur at Chinese ports is reported to be 220.28 million tons, yet this has not prevented price increases [5][7]. Market Dynamics - The surge in sulfur prices is attributed to strong external market performance, particularly from Qatar, where the December sulfur contract price rose to 495 USD/ton, significantly impacting import costs [5]. - Despite high inventory levels, market sentiment remains bullish, with 71% of participants in a survey expressing a positive outlook for December [7]. - The phosphate fertilizer industry is recovering, with production rates for monoammonium phosphate and diammonium phosphate improving, which supports sulfur demand [8]. Profitability and Cost Pressures - Leading companies in the fertilizer sector, such as Yuntianhua, are facing increased production costs due to rising sulfur prices, which have negatively impacted their profit margins [9]. - Yuntianhua reported a 21.88% decline in revenue and a 2.81% drop in net profit, attributing these challenges to high raw material costs [9]. Future Outlook - The market is expected to maintain high price levels, with predictions of sulfur prices potentially reaching 5000 yuan/ton in the future [1][10]. - Analysts suggest that while short-term price corrections may occur, the long-term outlook remains bullish due to limited supply growth and steady demand [11][12].

Group 1 - The coal sector experienced a decline of 0.51%, ranking among the top losers in the concept sector, with companies like Antai Group and Ordos seeing significant drops [1] - Among the coal sector stocks, Yanzhou Coal Mining Company had the highest net outflow of main funds, totaling 144.69 million yuan, followed by Huayang Co., Ltd. and Yuntianhua with net outflows of 128.62 million yuan and 115.75 million yuan respectively [2][3] - Conversely, stocks such as Xindaozhou A, Dongyangguang, and Zhongfu Industrial saw net inflows of main funds, amounting to 107.07 million yuan, 91.73 million yuan, and 44.35 million yuan respectively [5] Group 2 - The top gainers in the coal sector included Xindaozhou A with a rise of 10.05%, Dongyangguang with an increase of 5.05%, and Chitianhua with a gain of 4.95% [1][5] - The coal sector saw a total net outflow of 944 million yuan, with 54 stocks experiencing outflows, and 8 stocks having outflows exceeding 50 million yuan [2] - The overall trading activity in the coal sector was characterized by significant turnover rates, with some stocks like Antai Group reaching a turnover rate of 18.56% [3]