2024 年年度股东大会 会议资料 云南云天化股份有限公司 YUNNAN YUNTIANHUA CO.,LTD 2024 年年度股东大会会议资料 会议议程 一、参会股东资格审查 公司登记在册的所有股东或其代理人，均有权出席股东大会。股 东应当持身份证或其他能够表明其身份的有效证件或证明出席股东 大会。代理人还应当提交股东授权委托书和本人有效身份证件。 二、会议签到 三、主持人宣布会议开始 （一）介绍参加会议的公司股东和股东代表及所代表的股份总数， 介绍参加会议的公司董事、监事、高管人员等。 | | | 会议议程 | 3 | | --- | --- | --- | --- | | 议案一 | 2024 | 年度财务决算报告 | 5 | | 议案二 | 2025 | 年度财务预算方案 | 8 | | 议案三 | 2024 | 年度利润分配预案 | 11 | | 议案四 | | 关于变更回购股份用途并注销的议案 | 14 | | 议案五 | 2024 | 年度独立董事述职报告 | 16 | | 议案六 | 2024 | 年度监事会工作报告 | 45 | | 议案七 | 2024 | 年度董事会工作报告 | 51 | ...

证券代码：600096 证券简称：云天化 公告编号：临 2025-032 云南云天化股份有限公司 关于参股公司磷矿勘探进展的公告 1 模提升和产业结构调整。 特此公告。 云南云天化股份有限公司 董事会 2025 年 4 月 8 日 2 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。 2023年3月，公司与云天化集团有限责任公司、昭通发展集团有 限责任公司和镇雄工业投资开发有限责任公司共同出资设立云南云 天化聚磷新材料有限公司（以下简称"合资公司"），对云南省镇雄县 碗厂磷矿进行矿产资源勘查，申请办理采矿权许可证等相关工作（详 见公司临2023-039号公告）。截至目前，合资公司已提前完成镇雄磷 矿的勘探野外工作，并顺利通过"勘探野外工作"验收，工作进展快 于预期。 在地方政府的支持下，合资公司快速推进该项目探转采的相关工 作。在磷矿普查工作的基础上，通过地面地质工作，深部矿产钻探、 水文地质及工程地质钻探及采样分析测试、试验等，完成矿区磷矿勘 探等相关工作，并在此基础上编制磷矿勘探报告，完成了探转采所必 要的主要条件和关键节点 ...

Investment Rating - The report does not explicitly provide an investment rating for the industry Core Insights - Bromine prices continue to rise, with a 15.12% increase this week, reaching 33,385 RMB/ton, following a 20.83% rise last week, and showing an 85.47% year-on-year increase [3][4] - The refrigerant sector remains strong, with R32 prices at 48,000 RMB/ton, up 5.49% from last week, driven by seasonal demand [4][5] - EVA prices have stabilized and slightly rebounded, with an average market price of 11,443 RMB/ton, reflecting a 5.47% increase since the beginning of the year [4][5] Summary by Sections 1. Sub-industry and Product Tracking - Bromine prices have shown a significant increase due to seasonal demand and supply constraints, with a current price of 33,385 RMB/ton [3][4] - Refrigerant prices are on the rise, with R32 at 48,000 RMB/ton and R125 at 45,000 RMB/ton, indicating strong market performance [4][9] - EVA prices have stabilized, with a slight rebound observed, maintaining a market average of 11,443 RMB/ton [4][42] 2. Key Industry Trends - The fluorochemical sector is experiencing a demand surge, particularly in refrigerants, with major price increases noted [5][11] - The low-altitude economy and robotics industry are expected to drive demand for new materials, such as carbon fiber and ultra-high molecular weight polyethylene [5][25] - The semiconductor materials market is growing, with China's market size increasing from 52.5 billion RMB to 95.1 billion RMB from 2017 to 2023, reflecting a CAGR of 10% [16][19] 3. Company Announcements and Industry News - Key companies in the bromine market include those involved in the production of flame retardants and pharmaceutical intermediates [3][4] - Companies like Juhua Co. and Sanmei Co. are recommended for investment due to their strong performance in the fluorochemical sector [5][11] - The report highlights the importance of domestic semiconductor material manufacturers as the industry moves towards greater localization [18][19]

Core Viewpoint - The announcement details the completion of the pledge release of shares by the controlling shareholder, Yunnan Yuntianhua Group Co., Ltd., related to the non-public issuance of exchangeable corporate bonds [2][4]. Group 1: Shareholding and Pledge Details - As of the announcement date, Yunnan Yuntianhua Group holds 699,254,292 shares of Yunnan Yuntianhua Co., Ltd., accounting for 38.12% of the total share capital [2]. - After the release of the pledge, Yunnan Yuntianhua Group has no remaining pledged shares [2]. - The group had previously issued exchangeable corporate bonds on March 28, 2022, with a scale of RMB 1 billion and a term of 3 years, using 65,000,000 shares as collateral [2][3]. Group 2: Pledge Release Process - On April 3, 2025, Yunnan Yuntianhua Group completed the release of the pledge for 75,000,000 shares at the Shanghai branch of China Securities Depository and Clearing Co., Ltd. [4]. - The shares were transferred from the pledge account to the group's securities account [4]. - There are currently no plans for subsequent pledges of the shares held by Yunnan Yuntianhua Group [4].

Core Viewpoint - The announcement details the completion of the pledge release of shares by the controlling shareholder, Yunnan Yuntianhua Group Co., Ltd., following the expiration of a non-public issuance of exchangeable bonds [1][2]. Group 1: Shareholding and Pledge Details - As of the announcement date, Yunnan Yuntianhua Group holds 699,254,292 shares of Yunnan Yuntianhua Co., Ltd., accounting for 38.12% of the total share capital [1]. - After the release of the pledge, Yunnan Yuntianhua Group has no remaining pledged shares [1][2]. - The group completed the release of 75,000,000 shares from the pledge, which represents 10.73% of its holdings and 4.09% of the company's total share capital [2]. Group 2: Bond Issuance and Pledge Management - Yunnan Yuntianhua Group issued non-public exchangeable bonds on March 28, 2022, with a total scale of RMB 1 billion and a term of 3 years [1]. - The pledged shares were used to secure the exchange of bonds and the repayment of principal and interest [1]. - The bond's principal and interest were fully paid off by March 28, 2025, with no shares exchanged during the bond's term [2].

证券代码：600096 证券简称：云天化 公告编号：临 2025-031 2024年1月4日，云天化集团将其持有的公司10,000,000股无限售 流通股补充质押给云天化集团非公开发行可交换公司债券的受托管 理人国投证券股份有限公司，并将该部分股份划转至云天化集团与受 托管理人在中国证券登记结算有限责任公司上海分公司开立的"云天 化集团有限责任公司—2021年非公开发行可交换公司债券质押专 云南云天化股份有限公司 关于控股股东非公开发行可交换公司债券质押股份 解除质押的公告 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： 截至本公告发布之日，公司控股股东云天化集团有限责任公司 （以下简称"云天化集团"）持有云南云天化股份有限公司（以下简称 "公司"）股份 699,254,292 股，占公司总股本的 38.12%； 本次股份解除质押后，云天化集团剩余质押股份 0 股。 近日，公司接到控股股东云天化集团通知，云天化集团办理完成 "云天化集团有限责任公司—2021年非公开发行可交换公司债券质 押专户"解除质押手续。现 ...

Investment Rating - The report maintains an "Outperform" rating for the potassium and phosphorus chemical industries [5]. Core Views - The potassium fertilizer supply and demand remain tight, with international prices rising due to increased demand during the spring farming season. Domestic potassium chloride prices have increased by 9.8% to 2800 CNY/ton in March 2025 [1][47]. - The phosphorus chemical industry is expected to maintain a high price level for phosphate rock due to declining grades and increasing extraction costs, with the market price for 30% grade phosphate rock remaining around 900 CNY/ton for over two years [2][52]. Summary by Sections Potassium Fertilizer - Potassium is essential for crop growth, with potassium chloride being the dominant form used in agriculture, accounting for over 95% of potassium fertilizer usage [14]. - China is the largest consumer of potassium fertilizer, with an import dependency exceeding 60%. In 2024, China's potassium chloride production is projected to be 5.5 million tons, a decrease of 2.7% year-on-year, while imports are expected to reach a record high of 12.63 million tons, up 9.1% [1][28]. - The report highlights the resource scarcity of potassium, with major production concentrated in a few countries, leading to a tight global supply situation [15][22]. Phosphorus Chemical Industry - The phosphorus chemical industry's performance is closely tied to phosphate rock prices, which are expected to remain high due to supply constraints and increasing demand from new applications like lithium iron phosphate [2][52]. - As of March 31, 2025, the market price for 30% grade phosphate rock in Hubei is 1040 CNY/ton, while in Yunnan it is 950 CNY/ton, both stable compared to the previous month [2][52]. - The report notes that the domestic phosphorus fertilizer prices have increased due to rising production costs, with diammonium phosphate prices at 3519 CNY/ton, reflecting a 6.44% increase month-on-month [3][51]. Investment Recommendations - The report recommends focusing on companies with rich phosphate reserves and strong market positions, such as Yuntianhua and Xingfa Group, while also suggesting attention to companies like Hubei Yihua and Yuntu Holdings that are improving their phosphate self-sufficiency [4][50]. - For potassium fertilizer, Ayat International is highlighted as a key investment opportunity, with projected production of 2.8 million tons in 2025 and 4 million tons in 2026 [4][50].

Group 1 - The core viewpoint of the news is the performance of the CSI Chemical Index, which has shown an increase of 1.62% in the past month and 4.43% in the past three months, with a year-to-date increase of 4.43% [1] - The CSI Chemical Index is categorized into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries, providing a comprehensive analysis tool for investors [1] - The top ten weighted stocks in the CSI Chemical Index include Wanhua Chemical (7.35%), Salt Lake Industry (3.68%), and Satellite Chemical (2.22%) among others [1] Group 2 - The market share of the CSI Chemical Index holdings is distributed as follows: Shenzhen Stock Exchange 52.02%, Shanghai Stock Exchange 47.73%, and Beijing Stock Exchange 0.24% [1] - The composition of the CSI Chemical Index holdings by industry shows that chemical products account for 33.16%, chemical raw materials 27.50%, and agricultural chemicals 19.69% [2] - The index sample is adjusted biannually, with adjustments implemented on the next trading day following the second Friday of June and December [2]

Group 1: Institutional Research and Market Performance - Last week, from March 24 to 28, institutional research enthusiasm surged, with 150 listed companies disclosing research summaries by March 28, including companies like Sanhua Intelligent Control and Jinzai Food receiving over 100 institutional inquiries [1] - The performance of stocks under institutional research was generally poor, with only over 30% of companies achieving positive returns, while companies like Yizhi Magic Yam and Xiaogoods City saw increases of over 10% [1] - The chemical sector showed notable performance, with over 10 listed companies receiving institutional inquiries, particularly Yun Tianhua and Satellite Chemical, each hosting around 140 institutional visits [1] Group 2: Chemical Industry Insights - Yun Tianhua, primarily engaged in the phosphate industry, reported a cumulative increase of over 5% last week, with a maximum increase of 9% during the week, attributed to stable domestic market conditions for diammonium phosphate and rising prices for monoammonium phosphate due to sulfur price fluctuations and increased fertilizer demand [1][2] - The international phosphate fertilizer prices remain high due to cost support and tight supply-demand dynamics [1] - Yun Tianhua noted that last year's price increase for industrial-grade monoammonium phosphate was driven by increased planting areas and improved fertilization techniques, indicating a favorable market outlook for this product [2] Group 3: Fertilizer and Chemical Production - Cloud Map Holdings, focusing on compound fertilizers, indicated strong future demand for monoammonium phosphate, particularly in the industrial sector, supported by high upstream prices for phosphate rock and sulfur [3] - The company emphasized its control over raw material production capacity and plans for a 700,000-ton synthetic ammonia project to ensure stable supply and self-sufficiency in nitrogen fertilizer raw materials [4] Group 4: Engineering Machinery Market Outlook - Zoomlion Heavy Industry, after disclosing its financial report, received inquiries from 120 institutions, stating that the domestic engineering machinery market has declined for three consecutive years and is likely at the bottom, with expectations for gradual recovery by 2025 [8] - The company plans to accelerate international market expansion and develop high-margin products in sectors like earthmoving machinery and industrial vehicles, which will enhance its gross margin [9] Group 5: Agricultural Products and Food Processing - China’s largest agricultural and food processing company, Jinlongyu, expressed increasing confidence in the economic outlook, which is expected to boost consumer demand [10] - The company analyzed that the abundant soybean harvest in South America and increased domestic soybean reserves would mitigate the impact of tariffs on soybean supply, predicting overall business improvement across various sectors this year [11] Group 6: Home Appliance Industry Trends - TCL Smart Home indicated that the continuation of the "old-for-new" policy and export growth would support stable growth in the overall Chinese home appliance market [13] - The company plans to enhance its global market position through increased R&D investment, optimized product structure, and strengthened brand competitiveness [14]

[Table_StockNameRptType] 云天化（600096） 公司点评 24 年业绩同比稳定增长，矿化一体打开增长空间 | 投资评级：增持（维持） [Table_Rank] | | | | --- | --- | --- | | 报告日期： | 2025-03-30 | | | [Table_BaseData] 收盘价（元） | | 23.24 | | 近 12 个月最高/最低（元） | | 24.89/18.22 | | 总股本（百万股） | | 1,834 | | 流通股本（百万股） | | 1,834 | | 流通股比例（%） | | 100.00 | | 总市值（亿元） | | 426 | | 流通市值（亿元） | | 426 | [公司价格与沪深 Table_Chart] 300 走势比较 -22% -7% 9% 25% 40% 4/24 7/24 10/24 1/25 云天化 沪深300 [Table_Author] 分析师：王强峰 [Table_Author] 分析师：王强峰 | 执业证书号：S0010522110002 执业证书号：S0010522110002 | | --- | ...