证券代码：600160 证券简称：巨化股份 公告编号：2025-08 浙江巨化股份有限公司 2025 年第一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。 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 | 1,115 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 451,784,752 | | 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（%） | 35.3795 | (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。 本次会议由公司董事会召集，采用现场投票和网络投票相结合的方式召开， 符合《公司法》和《公司章程》及相关法律、法规的规定，会议的召开及议案表 决合法有效。现场会议由公司董事长周黎旸先生主持。 1 (一) 股东大会召开的时间：2025 年 3 月 7 日 (二) 股东大会召开的地点：公司大楼二楼视频会议室（浙江省衢州市柯城区） (三) 出席会议的普通股 ...

国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关于 浙江巨化股份有限公司 2025 年第一次临时股东大会之 法律意见书 致：浙江巨化股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受浙江巨化股份有限公司 （以下简称"公司"）的委托，指派律师出席公司 2025 年第一次临时股东大会 （以下简称"本次股东大会"），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》、中国证券监督管理委员会（以 下简称"中国证监会"）发布的《上市公司股东大会规则》（以下简称"《股东 大会规则》"）、《上市公司治理准则》（以下简称"《治理准则》"）和上海 证券交易所发布的《上海证券交易所上市公司自律监管指引第 1 号——规范运 作》（以下简称"《规范运作指引》"）等法律、行政法规、规范性文件及现行 有效的《浙江巨化股份有限公司章程》（以下简称"《公司章程》"）、《浙江 巨化股份有限公司股东大会议事规则》（以下简称"《股东大会议事规则》"） 的规定，就本次股东大会的召集、召开程序、出席大会人员资格、会议表决程序 等事宜出具法律意见书。 为出具本法律意见书，本所律师列席了公司本次股 ...

Investment Rating - The report maintains an "Overweight" rating for the basic chemical industry [5] Core Insights - The report emphasizes the recovery of chemical prices, driven by seasonal demand and cost opportunities, recommending resilient companies with long-term growth potential and new material leaders [2][5] - The overall market performance shows a notable recovery in chemical prices, with 32 products increasing in price and 38 decreasing, indicating a general improvement in industry sentiment [5][11] - The report highlights the potential for supply-demand dynamics to improve from 2025 onwards, with policies aimed at addressing overcapacity and enhancing market conditions [5][12] Summary by Sections Market Performance - The Shanghai Composite Index increased by 0.97%, while the ChiNext Index rose by 2.99% during the week of February 17-21, with the basic chemical index up by 1.76%, ranking 9th among 30 sectors [7] - Key chemical products such as liquid chlorine and sulfur saw significant price increases, with liquid chlorine in East China rising by 19.67% [5][11] Investment Recommendations - Recommended companies include Wanhu Chemical, Hualu Hengsheng, and Longbai Group, which are expected to benefit from domestic demand [5][12] - New material leaders such as Ruifeng New Materials and Blue Sky Technology are also highlighted for their growth potential [5][12] Key Company Tracking - Wanhu Chemical's MDI prices remained stable, with a slight decrease in certain product prices, indicating a cautious market outlook [16] - Yaxiang Co. is noted for its strategic overseas expansion to mitigate high tariff pressures from the U.S. [21][22] - Juhua Co. is projected to benefit from a favorable refrigerant market cycle, with significant expected profit growth in 2024 [24][25]

巨化股份 2025 年第一次临时股东大会会议资料 2025 年第一次临时股东大会会议资料 巨化股份 2025 年第一次临时股东大会会议资料 浙江巨化股份有限公司 2025 年第一次临时股东大会议程 一、会议基本情况 浙江巨化股份有限公司 2025 年 3 月 7 日 1 巨化股份 2025 年第一次临时股东大会会议资料 目 录 | 2025年第一次临时股东大会议程 3 | | --- | | 2025年第一次临时股东大会议事规则及注意事项 5 | | 审议议案： | | 关于增资控股甘肃巨化新材料有限公司实施高性能氟氯新材料一体化项目 | 2 暨关联交易议案............................................. 7 （一）股东大会召开日期：2025 年 3 月 7 日 （二）本次股东大会采用的网络投票系统：上海证券交易所股东大会网络 投票系统 （三）股东大会类型和届次：2025 年第一次临时股东大会 （三）股东大会召集人：董事会 （四）会议主持人：公司董事长 （五）投票方式：本次股东大会所采用的表决方式是现场投票和网络投票 相结合的方式 （六）现场会议召开的日期、时间和地点 ...

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [4] Core Views - The company is leveraging its energy resource advantages in the western region to strategically position itself in the fourth-generation refrigerants and fluoropolymer markets [5][6] - The company has announced a capital increase in Gansu Juhua New Materials Co., Ltd., raising its registered capital from 100 million to 6 billion yuan, with the company contributing 4.2 billion yuan for a 70% stake [4] - The high-performance fluorine-chlorine new materials integration project is expected to have an annual production capacity of 35,000 tons of tetrafluoropropene (R1234yf), 30,000 tons of polytetrafluoroethylene (PTFE), and other related facilities [4] Summary by Sections Company Performance - Over the past 12 months, the company's relative return was -9.8% over one month, 13.8% over three months, and 6.3% over twelve months, while absolute returns were -6.3%, 16.5%, and 20.1% respectively [2] Financial Forecast - The company forecasts revenue of 20.655 billion yuan in 2023, increasing to 32.825 billion yuan by 2026, with a compound annual growth rate of 8.8% [10] - The net profit attributable to the parent company is expected to rise from 944 million yuan in 2023 to 3.932 billion yuan in 2026, reflecting a growth rate of 23.3% [10] - The gross margin is projected to improve from 13.2% in 2023 to 23.1% in 2026 [10] Strategic Positioning - The company is proactively increasing its production capacity for fourth-generation refrigerants (R1234yf) in anticipation of the phase-out of third-generation refrigerants (HFCs) due to environmental regulations [6] - The company is also strategically expanding its fluoropolymer production capacity during a cyclical downturn, which may provide competitive advantages as weaker players exit the market [6][7] Projected Benefits - The integration project in Gansu is expected to generate an average annual sales revenue of 8.211 billion yuan and a net profit of 1.068 billion yuan, with an investment payback period of 11.46 years [4] - The project is anticipated to enhance the company's competitive position by utilizing green electricity and reducing carbon emissions, aligning with global sustainability trends [7]

Investment Rating - The investment rating for the company is "Accumulate (Maintain)" [1] Core Views - The company is strengthening its leading position by increasing its investment in fluorinated polymers and fourth-generation refrigerants [1] - The fluoropolymer industry is currently at the bottom of the cycle, but the company is strategically expanding its capacity to enhance market share as weaker competitors exit the market [5][9] - The company plans to invest 42 billion yuan in a new project in Gansu, which will significantly increase its production capacity and market competitiveness [4][8] Summary by Relevant Sections Market Data - Closing price: 23.95 yuan - Market capitalization: 646.59 billion yuan - P/B ratio: 3.79 - Net asset per share: 6.32 yuan - Gross margin: 16.95% [1] Financial Performance - Expected revenue for 2024 is 24,001 million yuan, with a growth rate of 16.20% [10] - Expected net profit for 2024 is between 1,951 million yuan and 3,208 million yuan, representing a year-on-year increase of 106.81% to 64.42% [10] - EPS for 2024 and 2025 is projected to be 0.72 yuan and 1.19 yuan, respectively [9] Project Details - The new project includes the production of various fluorinated compounds with a total investment of 196.25 billion yuan, expected to generate an average annual revenue of 82.11 billion yuan and a net profit of 10.68 billion yuan [8] - The project will utilize local resources in Gansu, which will help reduce energy costs and carbon emissions [8] Industry Outlook - The refrigerant market is expected to see continued growth due to supply constraints and increasing demand from the air conditioning and refrigeration sectors [9] - The company is positioned as a leader in the third-generation refrigerant market and is preparing for the transition to fourth-generation refrigerants, which are anticipated to become the industry standard [9]

Investment Rating - The report maintains an "Accumulate" investment rating for the company, indicating a projected increase of 5% to 15% relative to the CSI 300 index over the next six months [23]. Core Views - The company is strengthening its leading position by increasing investments in fluorinated polymers and fourth-generation refrigerants [4][5]. - The fluoropolymer industry is currently at a cyclical low, but the company is strategically expanding its capacity to enhance market share as weaker competitors exit the market [5][9]. - The company plans to invest 42 billion yuan in a new project in Gansu, which will significantly increase its production capacity and market competitiveness [4][8]. - The refrigerant market is expected to remain favorable, with a projected net profit increase of 98% to 123% in 2024 due to rising prices and demand [9]. Summary by Sections Market Data - The closing price of the company is 23.95 yuan, with a market capitalization of 646.59 billion yuan and a price-to-book ratio of 3.79 [1]. - The company has a diluted return on equity of 7.37% and a debt-to-asset ratio of 33.87% [1]. Financial Projections - The company is expected to achieve revenues of 24 billion yuan in 2024, with a net profit forecast of 1.95 billion yuan, reflecting a significant recovery from 2023 [10]. - Earnings per share (EPS) are projected to be 0.72 yuan in 2024 and 1.19 yuan in 2025, with corresponding price-to-earnings ratios of 33.14 and 20.15 [10]. Industry Outlook - The company is positioned to benefit from the ongoing transition to fourth-generation refrigerants, with plans to produce 52,000 tons of these refrigerants, enhancing its competitive edge [9]. - The report highlights the importance of utilizing local resources in Gansu to reduce energy costs and carbon emissions, further improving the project's viability [8].

Summary of Conference Call Company and Industry - The conference call discusses a project announcement by a company related to the chemical industry, specifically focusing on the investment in Gansu Juhua [1][2]. Key Points and Arguments 1. **Project Investment Details**: The company plans to invest a total of 6 billion yuan (approximately 60 billion) in the Gansu Juhua project, with the company contributing 70% (around 42 billion) and the group contributing 30% (around 18 billion) [1]. 2. **Funding Structure**: Out of the total investment, approximately 140 billion will be financed through a syndicate loan, while around 60 billion will come from registered capital, which will be paid in installments over five years [2]. 3. **Long-term Development Strategy**: The project is seen as a strategic move to enhance long-term growth and competitiveness in a highly competitive market [3][4]. 4. **Market Demand and Capacity**: Current production capacity is insufficient to meet market demand, indicating a need for expansion despite the long construction cycle of the project [5]. 5. **Environmental Considerations**: The project aligns with national policies on green development and sustainability, emphasizing the importance of eco-friendly practices in the chemical industry [7][22]. 6. **Technological Advancements**: The company aims to leverage advanced technology in the construction of the new facility, which will include state-of-the-art machinery and digital controls [15][16]. 7. **Market Dynamics**: The industry is expected to see increased concentration among leading firms, with smaller companies potentially losing market share due to their inability to compete effectively [19][21]. 8. **Investment Risks and Returns**: The company acknowledges the risks associated with large capital investments but believes that the low interest rates on loans will mitigate financial pressure [2][37]. 9. **Future Outlook**: The management expresses confidence in the company's ability to adapt to market changes and capitalize on growth opportunities in the chemical sector [36][37]. Other Important but Overlooked Content - **Cultural and Strategic Mindset**: The management emphasizes the importance of a strategic mindset and corporate culture in navigating market challenges and achieving long-term success [13][24]. - **Historical Context**: References to past industry cycles highlight the necessity of being prepared for market fluctuations and the importance of strategic planning [20][24]. - **Investor Sentiment**: There is a recognition of mixed investor sentiment, with some expressing concerns about short-term market conditions despite a generally positive outlook for long-term growth [37][38].

Investment Rating - The report maintains an "Outperform" rating for the company [3] Core Views - The company plans to jointly increase capital in Gansu Juhua to acquire a 70% controlling stake and implement a high-performance fluorine-chlorine new materials integrated project [6] - The total investment for the project is estimated at 196.25 billion, with 71% of the funding coming from bank loans, indicating confidence in the refrigerant business [6] - The project aims to produce various fluorinated products, including 35,000 tons of R1234yf and 30,000 tons of PTFE annually, with an expected average annual sales revenue of 8.211 billion and a net profit of 1.068 billion [6] - The company is strategically expanding in Gansu to leverage lower energy costs and abundant resources, positioning itself for future growth in the fluoropolymer market [6] - The report forecasts significant growth in net profit for 2024-2026, with estimates of 1.95 billion, 4.16 billion, and 5.44 billion respectively, corresponding to EPS of 0.72, 1.54, and 2.01 [6] Financial Data and Profit Forecast - Total revenue for 2023 is projected at 20.655 billion, with a year-on-year decrease of 3.9%, followed by a recovery in 2024 with an estimated revenue of 21.237 billion [2] - The net profit for 2023 is expected to be 944 million, reflecting a significant decline of 60.4%, but is projected to rebound to 1.258 billion in 2024, representing a growth of 68.4% [2] - The gross margin is expected to improve from 13.2% in 2023 to 31.0% by 2026, indicating enhanced profitability [2]

Investment Rating - The investment rating for the company is "Outperform the Market" (maintained) [1][4][13] Core Views - The company is increasing its stake in Gansu Juhua New Materials, enhancing its leading position in the domestic fluorochemical industry [2][3] - The project aims to build an integrated production facility for high-performance fluorinated materials, with a total investment of 19.625 billion yuan [2][6] - The project will significantly expand the production capacity for fluoropolymers and fourth-generation refrigerants, which are expected to see increasing demand [3][4][6] Summary by Relevant Sections Company Announcement - The company plans to increase the registered capital of Gansu Juhua from 100 million yuan to 6 billion yuan, with the company contributing 4.2 billion yuan (70%) and the controlling shareholder contributing 1.8 billion yuan (30%) [2][5] - The project will include production facilities for various fluorinated products, including 35,000 tons of R1234yf and 30,000 tons of PTFE annually [2][6] Economic Benefits - The project is expected to generate an average annual sales revenue of 8.211 billion yuan and a net profit of 1.068 billion yuan, with a payback period of approximately 11.46 years [9] - The project has a total investment return rate of 7.17%, indicating good economic viability and potential to enhance the company's long-term profitability [9] Industry Outlook - The demand for fluorinated products is expected to grow steadily due to improvements in living standards and the rapid development of strategic emerging industries in China [4][8] - The company is well-positioned to benefit from the ongoing transition from third-generation to fourth-generation refrigerants, which are more environmentally friendly [7][8] Financial Projections - Revenue projections for the company are 26.578 billion yuan, 34.463 billion yuan, and 40.735 billion yuan for 2024, 2025, and 2026 respectively, with net profits of 1.999 billion yuan, 3.058 billion yuan, and 3.473 billion yuan [4][13] - The company’s diluted EPS is expected to be 0.74 yuan, 1.13 yuan, and 1.29 yuan for the same years, with corresponding PE ratios of 33.53, 21.96, and 19.23 [4][13]