l = 传奇 北京浩天(乌鲁木齐)律师事务所 关于广汇能源股份有限公司差异化分红事项的 法律意见书 致:广汇能源股份有限公司 本所接受广汇能源股份有限公司(以下简称"公司")的委托, 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》(以下简称"《证券法》")、《上市公司股 份回购规则》(以下简称"《回购规则》")、《上海证券交易所交 易规则》《上海证券交易所上市公司自律监管指引第 7号 -- 回购股 份》《上海证券交易所上市公司自律监管指南第2号 -- 业务办理》 之《第五号 -- 权益分派》等有关法律、法规和其他规范性文件以及 《广汇能源股份有限公司章程》（以下简称"《公司章程》"）的规 定,就公司 2024年度利润分配差异化分红(以下简称"本次差异化分 红"）相关事宜出具本法律意见书。 电话:(0991) 4666001 电子邮箱:URUMQI@HYLADSLAW.COM 地址:马图木齐市水磨沟区红光山路 888号绿城广场写字楼 1B 座 37 层 1 / 8 北京浩天(乌鲁木齐) 律师事务所 HYLANDS LAW FIRM URUMQI OFFI l昌|点点 北京浩天 ...

Core Viewpoint - The article discusses the financial struggles of Guanghui Energy, highlighting its recent asset sales and concerns over its dividend policy, which appears to be unsustainable given its declining profits and increasing debt levels [4][32][35]. Group 1: Asset Sales and Financial Maneuvering - Guanghui Energy sold its 20.74% stake in Xinjiang Alloy Investment Co., Ltd. for approximately 599 million yuan, a significant loss compared to the 750 million yuan it originally paid three years ago [5][8]. - The company has also sold a portion of its equity to Fude Life Insurance and Shenzhen Fude Jinrong Holdings for a total of 6.2 billion yuan, reducing its stake to 20.06% [22][23]. - The sale of Alloy Investment is seen as a move to alleviate financial pressure, as Guanghui Energy has accumulated a goodwill impairment of approximately 360 million yuan related to this investment [20][21]. Group 2: Dividend Concerns - Guanghui Energy's dividend payout has raised concerns, with the proposed distribution for 2024 amounting to nearly 4 billion yuan, despite a projected net profit of only 296 million yuan, resulting in a payout ratio exceeding 134% [32][35]. - The company has consistently paid high dividends, with total distributions reaching approximately 16.3 billion yuan over the past three years, but the trend shows a decline in actual payout amounts [31][32]. - Investors are questioning whether the high dividend payouts are a strategy to relieve pressure on major shareholders, potentially exacerbating the company's debt situation [32][35]. Group 3: Wealth and Market Position of the Owner - Sun Guangxin, the owner of Guanghui Energy, has seen his wealth decline significantly, with his net worth dropping from 46 billion yuan in 2018 to 29 billion yuan in early 2025, putting his status as "Xinjiang's richest" at risk [44][45]. - The decline in Guanghui Energy's market value, which has fallen from nearly 100 billion yuan in September 2022 to under 40 billion yuan, reflects broader challenges faced by the company [27][29]. - The article notes that the traditional energy sector, which includes coal and natural gas, is facing a downturn, further complicating Guanghui Energy's financial outlook [52].

Investment Rating - The oil and gas industry is rated as "Outperform" [6] Core Views - The report highlights significant fluctuations in oil prices due to geopolitical tensions in the Middle East and OPEC+'s decision to accelerate production in August by 548,000 barrels per day [1][16] - Brent crude oil is expected to stabilize between $65 and $75 per barrel in 2025, while WTI crude oil is projected to be in the range of $60 to $70 per barrel [2][19] Summary by Sections Oil Price Review - In June 2025, the average price of Brent crude futures was $69.9 per barrel, an increase of $5.9 per barrel month-on-month, while WTI averaged $67.6 per barrel, up $6.3 per barrel [1][14] - The highest prices reached were $79 for Brent and $78 for WTI during mid-June due to geopolitical events and declining U.S. oil inventories [1][14] Supply Side Analysis - OPEC+ announced an acceleration of production in August by 548,000 barrels per day, with plans to complete this increase by September 2025 [16][20] - The report notes that OPEC+ has extended its voluntary production cuts until March 2026, with a gradual restoration of production starting in April 2025 [20][21] Demand Side Analysis - Major energy agencies forecast an increase in global oil demand of 720,000 to 1.3 million barrels per day in 2025, and 740,000 to 1.28 million barrels per day in 2026 [2][17] - The expected demand for 2025 is projected at 105 million barrels per day according to OPEC, IEA, and EIA [2][17] Key Companies and Investment Recommendations - The report recommends focusing on companies such as China National Offshore Oil Corporation (CNOOC), China Petroleum & Chemical Corporation (Sinopec), Satellite Chemical, CNOOC Development, and Guanghui Energy, all rated as "Outperform" [3][5]

Core Insights - The report predicts that Brent crude oil prices will fluctuate around $65-70 per barrel in the second half of 2025, driven by tight supply and slow demand growth, with potential short-term spikes due to geopolitical factors [4][9] - The petrochemical industry is expected to gradually recover from its bottoming out phase, returning to a normal capacity cycle constrained by credit boundaries, leading to a slow recovery in profitability in 2025 and beyond [4][10] - Investment opportunities are highlighted in high-quality growth stocks, coal chemical equipment investments, and high-dividend sectors, emphasizing a bottom-up investment approach [4][10] Oil Price Trends - Oil prices experienced a two-phase trend in 2025: a decline from $74.64 to $60.23 per barrel (down 19.31%) until May 3, followed by a recovery to $77.01 per barrel (up 27.86%) after May 3 due to seasonal demand and geopolitical tensions [7][25] - The report indicates that global oil supply remains tight, with non-OECD countries contributing to demand growth, which will limit the extent of price declines [9][27] Industry Performance - Global refining capacity is projected to grow by 440,000 barrels per day from 2022 to 2028, with China contributing significantly to this increase [27][33] - The report notes that domestic refined oil demand is nearing its peak, with a decline in consumption due to economic weakness and competition from electric vehicles [39][45] - The petrochemical sector is experiencing a weak recovery, with some chemical products showing improved profitability despite high raw material costs [8][45] Investment Themes - The report emphasizes four main investment themes: 1. Quality growth and leading companies in the industry experiencing volume and price increases [10] 2. Opportunities in high-end materials and technology import substitution [10] 3. Investments related to the upcoming coal chemical investment cycle [10] 4. High dividend yielding state-owned enterprises benefiting from economic recovery [10][11] Recommendations - Key investment targets include leading companies in ethylene production, coal chemical leaders, and high dividend stocks such as China National Offshore Oil Corporation and China Petroleum [11][10] - The report suggests focusing on companies that are positioned to benefit from the recovery in domestic demand and the transition to high-end materials [11][10]

Investment Rating - The coal mining industry is rated as "Recommended" [7] Core Views - The coal supply-demand relationship continues to optimize under high-temperature conditions, with port coal prices rising and inventory decreasing [4][72] - The production side shows a tightening trend, with a decrease in capacity utilization in Shanxi and a reduction in transportation volumes [4][72] - The demand side is supported by power plants replenishing inventory in anticipation of increased consumption due to high temperatures [4][72] Summary by Sections 1. Thermal Coal - Port coal prices increased to 623 RMB/ton, up 3 RMB/ton week-on-week [4][72] - Inventory at northern ports decreased by 797,000 tons week-on-week [30] - Daily consumption at coastal power plants rose by 80,000 tons week-on-week [24][72] 2. Coking Coal - Supply of coking coal has improved, with capacity utilization rising by 1.04 percentage points [5][41] - Coking coal prices at ports remained stable, with the average price at 1,230 RMB/ton [42] - Coking coal inventories at production enterprises decreased by 586,200 tons week-on-week [47] 3. Coke - Coking enterprises are experiencing a decline in production rates due to rising costs from coking coal prices [50] - The average profit per ton of coke is approximately -46 RMB, indicating a decrease in profitability [54] - Steel mills are replenishing raw material inventories, leading to a reduction in coke inventories [62] 4. Anthracite - Anthracite prices remained stable, with the price at 820 RMB/ton [68] - Demand from non-electric sectors remains weak, with procurement primarily focused on long-term contracts [68] 5. Key Companies and Profit Forecasts - Key companies to focus on include China Shenhua, Shaanxi Coal, and Yanzhou Coal, all rated as "Buy" [8] - The report highlights the strong cash flow and asset quality of leading coal companies, emphasizing their investment value [7][8]

Investment Rating - The industry investment rating is maintained as "Accumulate" [1] Core Viewpoints - The report indicates that port coal inventories are continuously decreasing, and the coal prices are expected to rise as the peak season approaches, despite current weak industrial electricity demand limiting upward momentum [1][2] - The average daily coal inflow to the four ports in the Bohai Rim increased by 4.87% week-on-week, while the average daily outflow decreased by 2.68%, indicating a mixed demand-supply scenario [1][30] - The report highlights that the current coal prices are influenced by high inventory levels and weak industrial electricity demand, but with the onset of high temperatures, there is potential for further price increases [1] Summary by Sections 1. Weekly Market Review - The Shanghai Composite Index rose by 0.81% to 3472.32 points, while the coal sector index increased by 1.26% to 2580.17 points [10] - The trading volume for the coal sector reached 37.196 billion yuan, reflecting an increase of 8.96% [10] 2. Coal Prices - Port coal prices increased by 3 yuan/ton week-on-week, reaching 623 yuan/ton [17] - The average price of coal at production sites remained stable, with specific prices reported for different grades of coal [17] 3. Inventory and Shipping - The inventory at the Bohai Rim ports decreased by 3.21% to 27.33 million tons, indicating a downward trend towards historical normal levels [1][33] - The average daily number of anchored vessels in the Bohai Rim ports decreased by 1.01% [33] 4. Recommendations - The report suggests focusing on resource stocks, particularly recommending companies like Haohua Energy and Guanghui Energy as elastic targets in the coal sector [2][38]

Core Viewpoint - The article discusses the financial struggles of Guanghui Energy and its owner, Sun Guangxin, highlighting asset sales and concerns over dividend payments amid declining profitability and increasing debt pressures [3][20][32]. Group 1: Asset Sales and Financial Maneuvering - Guanghui Energy sold its 20.74% stake in Xinjiang Alloy Investment Co., Ltd. for approximately 599 million yuan, marking a significant loss compared to the 750 million yuan spent to acquire it three years ago [3][7][18]. - The company has also sold 15.03% of its shares to Fude Life Insurance and Shenzhen Fude Jinrong for a total of 6.2 billion yuan, reducing its stake to 20.06% [20][21]. - The sale of Alloy Investment is seen as a move to alleviate financial strain, as Guanghui Energy faces a liquidity crisis with short-term borrowings of 9.698 billion yuan and current liabilities of 21.745 billion yuan [21][29]. Group 2: Dividend Concerns - Guanghui Energy has been criticized for its "overdrawn" dividend policy, with payouts exceeding 10% since 2021, totaling approximately 16.3 billion yuan [27][28]. - The dividend amount has decreased from 5.197 billion yuan in 2022 to 3.976 billion yuan in 2024, while the payout ratio has surged from 45.84% to 134.27%, raising questions about the sustainability of such distributions [28][32]. - The company's net profit is projected to decline to 2.961 billion yuan in 2024, yet it plans to distribute nearly 4 billion yuan in dividends, indicating potential financial distress [28][32]. Group 3: Declining Profitability and Market Position - Guanghui Energy's revenue increased to 61.475 billion yuan in 2023, but net profit fell by 54.5%, with further declines expected in 2024 [32][34]. - The company's market capitalization has dropped from nearly 100 billion yuan in September 2022 to below 40 billion yuan, reflecting investor concerns [24][32]. - Sun Guangxin's wealth has also diminished, with his net worth dropping from 46 billion yuan in 2018 to 29 billion yuan, raising concerns about his position as "Xinjiang's richest" [42][44].

Core Viewpoint - The financial advisor, CITIC Jianan Securities Co., Ltd., has verified the detailed equity change report of Xinjiang Alloy Investment Co., Ltd., confirming that the content and format comply with regulations and that there are no substantial discrepancies in the disclosed information [1][4]. Group 1: Equity Change Overview - The report indicates that the information disclosure obligor, Jiuzhou Hengchang Logistics Co., Ltd., did not hold any shares in the listed company prior to the equity change and will acquire 79,879,575 shares from Guanghui Energy, representing 20.74% of the total share capital, thus becoming the controlling shareholder of the listed company [9][10]. - The equity structure before and after the agreement transfer shows that Guanghui Energy held 79,879,575 shares (20.74%) before, and Jiuzhou Hengchang will hold the same amount after the transfer [9][10]. Group 2: Purpose of Equity Change - The purpose of the equity change is to effectively integrate resources and leverage Jiuzhou Hengchang's advantages in comprehensive logistics services to empower the business development of the listed company [9][10]. Group 3: Financial Status of Jiuzhou Hengchang - Jiuzhou Hengchang is a large comprehensive logistics service operator primarily engaged in bulk energy logistics, with total assets of approximately 409,951 million yuan and total liabilities of about 311,394 million yuan as of December 31, 2024 [12]. - The company reported a revenue of 323,475 million yuan for the year 2023, with a net profit margin of 6.37% [12]. Group 4: Management Capability - The main responsible person of Jiuzhou Hengchang possesses extensive experience in capital markets and strong management capabilities, familiar with relevant laws and regulations, indicating the company's ability to operate as a listed entity [12].

Group 1 - Alloy Investment (000633) announced that Guanghui Energy (600256) transferred 79.8796 million shares, representing 20.74% of the total share capital, to Jiuzhou Hengchang Logistics Co., Ltd. through an agreement transfer [1] - Following this equity change, Guanghui Energy no longer holds any shares in Alloy Investment [1] - The equity change is part of Guanghui Energy's strategic development needs, aiming to focus on its core business and enhance its core competitiveness [1] Group 2 - Guanghui Energy has no plans to increase or decrease its holdings in the next 12 months [1] - The transaction has received the necessary authorizations and approvals, and it requires confirmation and transfer procedures from the Shenzhen Stock Exchange and the Shenzhen branch of China Securities Depository and Clearing Corporation [1]

Core Viewpoint - The article discusses the financial struggles of Guanghui Energy and its owner, Sun Guangxin, highlighting recent asset sales and the implications for his wealth and the company's future [2][19]. Group 1: Asset Sales and Financial Maneuvering - Guanghui Energy sold its 20.74% stake in Xinjiang Alloy Investment Co., Ltd. for approximately 599 million yuan, marking a significant cash-out move [2][5]. - The company originally acquired the stake for about 750 million yuan, intending to use it for a backdoor listing, but has now incurred a loss of over 200 million yuan on this investment [5][7]. - In addition to selling Alloy Investment, Guanghui Energy also transferred 15.03% of its shares to Fude Life Insurance and Shenzhen Fude Jinrong for a total of 6.2 billion yuan, reducing its stake to 20.06% [8][9]. Group 2: Dividend Concerns - Guanghui Energy's market value has dropped from nearly 100 billion yuan in September 2022 to below 40 billion yuan currently, raising concerns among investors about dividend payments [10][12]. - The company has consistently paid dividends exceeding 10% since 2021, with total dividends amounting to approximately 16.3 billion yuan. However, the payout ratio has increased significantly, reaching 134.27% of net profit in 2024 [13][14]. - The company's net profit is projected to decline to 296 million yuan in 2024, while it plans to distribute nearly 4 billion yuan in dividends, leading to questions about the sustainability of such payouts [13][14]. Group 3: Financial Health and Future Outlook - Guanghui Energy's revenue for 2023 was 61.475 billion yuan, with a net profit of 5.173 billion yuan, reflecting a year-on-year decline of 54.5% [14]. - The company faces significant short-term liabilities, with current liabilities reaching 21.745 billion yuan, including short-term loans of 9.698 billion yuan [8][14]. - The article suggests that Guanghui Energy's reliance on traditional energy sources may face challenges as the market shifts towards green energy, potentially impacting future revenue [22][23].