贵州赤天化股份有限公司 2025 年第三次临时股东大会会议资料 贵州赤天化股份有限公司 GUIZHOU CHITIANHUA CO.,LTD. 2025 年第三次临时股东大会 会议资料 二〇二五年十一月 贵州赤天化股份有限公司 2025 年第三次临时股东大会会议资料 贵州赤天化股份有限公司 2025 年第三次临时股东大会现场会议议程 会议时间：2025 年 11 月 17 日 14:00 会议地点：贵州省贵阳市阳关大道 28 号赤天化大厦 22 楼会议室 主 持 人：董事长丁林洪 | 序号 | 会 议 议 程 | 资料 页码 | | --- | --- | --- | | 1 | 宣布大会开幕 | - | | 2 | 宣布到会股东人数及代表股份数 | - | | 3 | 审议《关于取消监事会并修订<公司章程>的议案》 | 1 | | | 附件 1：《公司章程》全文 | 29 | | 4 | 审议《关于修订公司内部治理制度的议案》 | 68 | | | 附件 2：《股东会议事规则》 | 69 | | | 附件 3：《董事会议事规则》 | 79 | | | 附件 4：《独立董事工作制度》 | 88 | | | 附 ...

Group 1 - The core viewpoint of the news is that Chitianhua's stock has shown a modest increase in price and trading activity, indicating potential investor interest and market performance [1] - As of November 5, Chitianhua's stock price rose by 2.05% to 2.49 CNY per share, with a total market capitalization of 4.205 billion CNY [1] - The company has seen a net inflow of main funds amounting to 6.4177 million CNY, with significant buying activity from large orders [1] Group 2 - Chitianhua's main business segments include urea (55.06% of revenue), methanol (28.10%), compound fertilizer (7.61%), and medical services (4.31%) [1] - For the period from January to September 2025, Chitianhua reported a revenue of 1.569 billion CNY, a year-on-year decrease of 7.96%, and a net profit attributable to shareholders of -152 million CNY, a decrease of 340.46% [2] - The number of shareholders decreased by 15.09% to 57,600, while the average circulating shares per person increased by 17.77% to 22,191 shares [2] Group 3 - Chitianhua has cumulatively distributed 377 million CNY in dividends since its A-share listing, with no dividends distributed in the past three years [3]

Core Viewpoint - Guizhou Chitianhua Co., Ltd. plans to cancel its supervisory board and amend its articles of association, transferring the supervisory responsibilities to the audit committee of the board of directors, pending approval from the shareholders' meeting [9][10]. Summary by Sections Cancellation of Supervisory Board - The company has decided to cancel the supervisory board to comply with the revised Company Law of the People's Republic of China and related regulations, with the audit committee of the board taking over the supervisory functions [9]. - Following the cancellation, all current supervisors will be automatically dismissed [9]. Amendments to Articles of Association - The articles of association will be revised to reflect the cancellation of the supervisory board, including changes such as replacing "supervisory board" with "audit committee" and unifying the term "shareholders' meeting" to "shareholders' assembly" [10]. - Additional sections will be added to address "controlling shareholders and actual controllers" and "board committees and independent directors" [10]. - The amendments do not change the substantive meaning of the articles, only minor wording adjustments and renumbering due to the changes [10]. Shareholders' Meeting - The proposal to cancel the supervisory board and amend the articles of association will be submitted for approval at the upcoming shareholders' meeting [10]. - The company emphasizes that the approval of these changes is uncertain and urges investors to pay attention to potential risks [10].

Core Viewpoint - The company, Guizhou Chitianhua Co., Ltd., has released its third-quarter report for 2025, highlighting significant changes in its coal and chemical business segments, with a focus on production, sales, and financial performance [12][19]. Financial Data Summary - The third-quarter financial report is unaudited, covering the period from January to September 2025 [3][7]. - The company reported a coal production of 195,580.29 tons, a 310.57% increase year-on-year, but faced a loss of 58.34 million yuan due to high production costs and low sales prices [12]. - The chemical segment, particularly urea production, saw a decline in both production and sales revenue due to maintenance shutdowns and lower market prices [14][15]. Business Segment Analysis Coal Business - The coal subsidiary, Guizhou Anjia Mining Co., Ltd., experienced a significant increase in coal production but reported a loss due to high costs and low sales prices [12]. - The overall coal industry faced a downturn, with sales prices significantly lower than the previous year, leading to negative gross margins [12][16]. Chemical Business - The chemical subsidiary, Guizhou Chitianhua Tongzi Chemical Co., Ltd., reported a decrease in urea production and sales, attributed to maintenance and lower market prices [14]. - In contrast, methanol production increased due to longer operational periods compared to the previous year, resulting in higher revenue despite a slight decline in average sales prices [14][15]. Price Changes - Urea prices have significantly decreased due to high domestic production rates and export restrictions, leading to an oversupply in the market [15]. - The overall market for methanol remains weak, with increased imports contributing to a relaxed supply-demand balance [15][16]. Governance and Meetings - The company held its 16th Supervisory Board meeting on October 30, 2025, where the third-quarter report was approved, confirming compliance with legal and regulatory standards [11][19]. - The company also announced a temporary shareholders' meeting scheduled for November 17, 2025, to discuss various governance matters [24][23].

Group 1 - The company Chitianhua (SH 600227) announced on October 31 that its 18th meeting of the 9th Board of Directors was held via telecommunication on October 30, 2025, where it reviewed the proposal to cancel the Supervisory Board and amend the Articles of Association [1] - For the fiscal year 2024, Chitianhua's revenue composition is as follows: Chemicals account for 91.7%, Medical industry for 4.36%, Other businesses for 3.29%, and Coal industry for 0.64% [1]

Group 1 - The core point of the article highlights that Chitianhua (SH 600227) reported a revenue of approximately 1.569 billion yuan for the first three quarters of 2025, representing a year-on-year decrease of 7.96% [1] - The net profit attributable to shareholders of the listed company showed a loss of about 152 million yuan [1] - The basic earnings per share reflected a loss of 0.0903 yuan [1]

Core Viewpoint - Chitianhua, established in 1998 and listed in 2000, is a leading chemical and pharmaceutical company in China, focusing on nitrogen fertilizer and methanol chemical production, as well as pharmaceutical distribution and manufacturing, with a differentiated advantage in industrial synergy [1] Group 1: Business Performance - In Q3 2025, Chitianhua reported revenue of 1.569 billion, ranking 6th in the industry, significantly lower than the top competitor Hualu Hengsheng at 23.552 billion and second-place Hubei Yihua at 19.167 billion, as well as below the industry average of 9.658 billion and median of 5.47 billion [2] - The main business composition includes urea at 1.311 billion, accounting for 55.06%, and methanol at 669 million, accounting for 28.10% [2] - The net profit for the same period was -152 million, ranking 5th in the industry, with a notable gap from the top competitor Hualu Hengsheng at 2.619 billion and second-place Hubei Yihua at 1.332 billion, while the industry average was 565 million and median was -3.4487 million [2] Group 2: Financial Ratios - As of Q3 2025, Chitianhua's debt-to-asset ratio was 46.75%, slightly down from 47.23% year-on-year, which is higher than the industry average of 45.99%, indicating a slightly higher debt pressure compared to peers [3] - The gross profit margin for the same period was 8.90%, down from 11.31% year-on-year, which is below the industry average of 11.58%, suggesting a need for improvement in profitability [3] Group 3: Management and Shareholder Information - The chairman, Ding Linhong, received a salary of 870,900, an increase of 55,200 from the previous year [4] - The controlling shareholder is Guizhou Yuyang Trading Co., Ltd., with Ding Linhong as the actual controller [4] - As of September 30, 2025, the number of A-share shareholders decreased by 15.09% to 57,600, while the average number of circulating A-shares held per account increased by 17.77% to 22,200 [5]

Group 1 - The core point of the article is that Chitianhua (600227.SH) reported a significant decline in revenue and a net loss for the third quarter of 2025 [1] Group 2 - The company's operating revenue for the third quarter was 439 million yuan, representing a year-on-year decrease of 31.10% [1] - The net profit attributable to shareholders of the listed company was -104 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was also -104 million yuan [1]

贵州赤天化股份有限公司 筹资管理制度 （2025 年 10 月修订） 本制度主要规范采用借款的方式进行筹资，对于发行债券和股票 方式进行的筹资，按照上海证券交易所及公司相关规定执行，故本制 度中对发行股票和债券的具体操作只做简略概述。 第三条 公司下属各部门、分公司、控股子公司及公司能够对其 实施重大影响的参股公司应当执行本制度。 第二章 职 责 第四条 公司投资融资部职责 负责编制筹资计划和方案；负责筹资实施、资金使用监控管理； 负责筹资项目的跟踪及贷后管理。 第五条 公司证券部职责 第一章 总 则 第一条 为规范贵州赤天化股份有限公司（以下简称"公司"）筹 资管理，保证公司资金的正常供应，降低资金成本，减少筹资风险， 根据《中华人民共和国公司法》、《企业内部控制基本规范》、《上海证 券交易所上市公司自律监管指引第 1 号--规范运作》等法律、法规及 规范性文件以及《贵州赤天化股份有限公司章程》（以下简称"《公司 章程》"）的相关规定，特制定本制度。 第二条 本制度所称筹资，是指为保证公司生产经营和发展的需 要，通过筹资渠道和金融市场进行资金筹集的一项管理活动，包括权 益性筹资和债务性筹资。 （一）权益性筹 ...

贵州赤天化股份有限公司 独立董事年报工作制度 （2025 年 10 月修订） 为完善公司治理机制，加强内控制度建设，进一步夯实信息披露 工作的基础，充分发挥独立董事在信息披露方面的作用，根据中国证 监会的要求以及《公司章程》、《独立董事工作制度》和《信息披露事 务管理制度》的有关规定，特制定本制度。 第六条 独立董事应当对年度报告签署书面确认意见。独立董事 对年度报告内容的真实性、准确性、完整性无法保证或者存在异议的， 应当陈述理由和发表意见，并予以披露。 第七条 对于审议年度报告的董事会会议，独立董事需要关注董 事会会议召开的程序、相关事项的提议程序、决策权限、表决程序、 回避事宜、议案材料的提交时间和完备性，如发现与召开董事会会议 相关规定不符或判断依据不足的情形，应提出补充、整改和延期召开 会议的意见。 第八条 公司董事会秘书负责协调独立董事与公司管理层的沟 通，积极为独立董事在年报编制过程中履行职责创造必要的条件。 上述事项应由证券部派人书面记录，必要的文件应有当事人签 字。 第三条 公司财务负责人应在为本公司提供年报审计的注册会 计师(以下简称"年审注册会计师")进场审计前向每位独立董事书面 提交本 ...