北京德恒律师事务所 关于万华化学集团股份有限公司 2024 年年度股东大会的 2024 年年度股东大会的 法律意见 北京市西城区金融大街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 关于万华化学集团股份有限公司 北京德恒律师事务所 2024年年度股东大会的法律意见 北京德恒律师事务所 关于万华化学集团股份有限公司 法律意见 德恒 01F20230092-2 号 致：万华化学集团股份有限公司 万华化学集团股份有限公司（以下简称"公司"）2024 年年度股东大会（以 下简称"本次会议"）于 2025 年 5 月 15 日（星期四）召开。北京德恒律师事务 所（以下简称"德恒"）受公司委托，指派律师（以下简称"德恒律师"）出席了 本次会议。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》"）、中国证券监督管理委员会《上市公司 股东会规则》（以下简称"《股东会规则》"）、《万华化学集团股份有限公司章程》 （以下简称"《公司章程》"）的规定，德恒律师就本次会议的召集、召开程序、 现场出席会议 ...

万华化学集团股份有限公司 2024年年度股东大会决议公告 证券代码：600309 证券简称：万华化学 公告编号：临 2025-027 号 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 15 日 (二)股东大会召开的地点：山东省烟台市经济技术开发区宁波路 1 号，烟台金海 岸希尔顿酒店会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 2,721 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,688,305,832 | | 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 | 53.7720 | | 份总数的比例（%） | | (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 ...

金十图示：2025年05月15日（周四）富时中国A50指数成分股今日收盘行情一览：银行股走势分化，半导体、券商股走低 保险 中国太保 R 中国人保 中国平安 0 3661.75亿市值 3274.76亿市值 9879.05亿市值 18.64亿成交额 30.95亿成交额 26.49亿成交额 54.25 8.28 34.04 -0.69(-1.99%) -0.44(-0.80%) +0.04(+0.49%) 酸酒行业 贵州茅台 山西汾酒 五粮液 20501.27亿市值 2555.83亿市值 5188.55亿市值 40.43亿成交额 19.48亿成交额 7.16亿成交额 1632.01 209.50 133.67 -2.98(-0.18%) -1.20(-0.57%) -1.59(-1.18%) 半导体 北方华创 寒武纪-U 海光信息 HYGON 2291.08亿市值 2826.18亿市值 3303.12亿市值 12.53亿成交额 23.52亿成交额 12.28亿成交额 428.90 677.00 142.11 -8.04(-1.84%) -6.99(-1.02%) -2.11(-1.46%) 汽车整车 铁路公路 比 ...

Core Viewpoint - The article highlights the rapid expansion of lithium iron phosphate (LFP) production capacity by various companies globally, driven by increasing demand for LFP materials in electric vehicles and energy storage systems. Group 1: Company Developments - Lithium Source Technology's Indonesian production base has successfully shipped LFP products, marking it as the first Chinese LFP manufacturer to commence overseas mass production. The total planned capacity is 120,000 tons, with the first phase of 30,000 tons already completed and the second phase of 90,000 tons ready to commence [1]. - In December 2024, Lithium Source revised its long-term supply agreement with LG Energy Solution (LGES), increasing the sales volume of LFP materials from 160,000 tons to 260,000 tons before 2028 [1]. - A subsidiary of Lithium Source signed an agreement with Ford's Blue Oval to supply LFP materials from 2026 to 2030 [1]. Group 2: Industry Trends - ICL announced the operation of its LFP battery material pilot production base in St. Louis, Missouri, marking a significant advancement in LFP production technology in the U.S. The facility has a total investment of $20 million and a pilot manufacturing capacity of 1 ton [2]. - The article notes that various Chinese LFP manufacturers are expanding overseas, with companies like Hunan Youneng, Hubei Wanrun, and others announcing plans to build LFP production facilities in countries such as the U.S., Morocco, and Spain [2][3]. - The U.S. has imposed a 125% tariff on domestic energy storage manufacturers, leading to a cumulative tariff of 173.4%, which has increased the demand for overseas LFP materials and batteries [3]. Group 3: Expansion Overview - A summary table lists various companies and their overseas expansion plans, including: - Lithium Source Technology in Indonesia with a planned capacity of 120,000 tons [3]. - De Fang Nano in Spain, investing €285 million for LFP production [3]. - Hunan Youneng planning a 50,000-ton LFP project [3]. - Hubei Wanrun aiming for a 50,000-ton capacity in the U.S. [3]. - Zhongwei Co. in Morocco with a projected capacity of 120,000 tons of precursor materials and 60,000 tons of LFP [3]. - Huayou Cobalt in Morocco and Indonesia with various production targets [3]. - Tianqi Materials investing $280 million in Morocco for a 300,000-ton lithium battery materials project [3].

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting it to outperform the benchmark index by over 20% in the next six months [2][19]. Core Views - The company is anticipated to recover from its profit bottom, with a long-term positive outlook on its MDI competitive advantage, which is expected to provide excess profits [2][3]. - The company reported a revenue of 182.07 billion yuan for FY 2024, a year-on-year increase of 3.83%, while the net profit attributable to shareholders decreased by 22.49% to 13.03 billion yuan [2][4]. - The report highlights the company's strategic moves to diversify raw materials and enhance production capabilities, which are expected to bolster its long-term profitability [2][3]. Financial Performance Summary - For FY 2024, the company achieved total revenue of 182,069 million yuan, with a year-on-year growth rate of 3.8%. The net profit attributable to shareholders was 13,033 million yuan, reflecting a decline of 22.5% [4]. - The projected revenues for 2025, 2026, and 2027 are 197,523 million yuan, 215,057 million yuan, and 229,194 million yuan, respectively, with expected growth rates of 8.5%, 8.9%, and 6.6% [4]. - The report forecasts a recovery in net profit for 2025, with an expected increase of 11.4% to 14,518 million yuan, followed by further growth in subsequent years [4]. Market Position and Competitive Advantage - The company has a significant cost advantage over overseas competitors in the MDI market, which is expected to enhance its profitability as older production capacities exit the market [2][3]. - The report notes that the company has completed a 400,000-ton capacity expansion at its Fujian base in 2024, positioning it to benefit from the anticipated recovery in MDI demand [2][3]. Strategic Initiatives - The company is actively pursuing raw material diversification to mitigate the impact of fluctuating energy prices and enhance its risk resilience [2][3]. - The transition of its ethylene project from propane to ethane is expected to be completed by the end of 2025, which will further strengthen its supply chain [2][3]. Valuation and Price Target - The report sets a target price of 69.30 yuan for the company's stock, based on a projected price-to-earnings ratio of 15 times for 2025 [4][2]. - The current stock price is noted at 58.29 yuan, indicating potential upside based on the target valuation [4].

Investment Rating - The report maintains an "Overweight" rating for the petrochemical and chemical transportation industry [6]. Core Views - The easing of trade tensions between the US and China is expected to benefit cyclical sectors, with a positive outlook for the recovery of the petrochemical and chemical transportation sectors [2][4]. - The macroeconomic recovery and overall industrial demand improvement are anticipated to drive a rebound in chemical product profitability, with prices expected to rise from their lows throughout 2025 [4]. Summary by Sections 1. Industry Overview - The US plans to adjust tariffs on Chinese goods, which includes a temporary suspension of 24% tariffs for the first 90 days, while retaining a 10% tariff [2]. - China will also modify its tariffs on US goods similarly, indicating a potential easing of trade friction [2]. 2. Demand Stimulus Measures - Recent meetings in China have focused on stimulating demand and stabilizing employment and the economy, with measures to promote consumption, stabilize foreign trade, and support effective investment [3]. 3. Sector Performance Outlook - The report highlights a positive outlook for several cyclical sectors, including refining, MDI (Methylene Diphenyl Diisocyanate), agricultural chemicals, and vitamins, driven by macroeconomic recovery and industrial demand [4]. - Specific sectors mentioned include: - **Refining**: Lower energy prices are expected to ease cost pressures for downstream refining companies [4]. - **MDI**: Price increases have been observed from major companies, with price hikes ranging from 100 to 300 USD per ton [4]. - **Agricultural Chemicals**: Prices for fertilizers and pesticides are showing signs of recovery, influenced by seasonal demand and international trade dynamics [4]. - **Vitamins**: Supply shifts towards China are noted, with prices for certain vitamins increasing due to global supply constraints [4]. 4. Investment Recommendations - The report suggests focusing on undervalued, high-dividend, and well-performing companies in the "three barrels of oil" and oil service sectors, as well as companies benefiting from domestic substitution trends in materials [5]. - Specific companies to watch include: - **Oil and Gas**: China National Petroleum, Sinopec, CNOOC, and related service companies [5]. - **Materials**: Companies like Jingrui Electric Materials and Tongcheng New Materials are highlighted for their potential benefits from domestic substitution trends [5]. - **Agricultural Chemicals**: Companies such as Wanhua Chemical and Hualu Hengsheng are recommended due to favorable market conditions [5]. - **Vitamins and Amino Acids**: Companies like Andisu and Zhejiang Medicine are noted for their growth potential in these sectors [5].

Summary of the Conference Call on Wanhua Chemical and the Polyurethane Industry Company Overview - **Company**: Wanhua Chemical - **Industry**: Polyurethane Key Points and Arguments Market Position and Growth Projections - Wanhua Chemical's MDI market share is expected to increase to approximately 50% within three years, with projections for MDI market share rising from 28% to 35% in the next few years, and TDI market share expected to grow from over 40% to around 50% in three years [1][2] - The business segments of polyether polyols and polyester polyols are anticipated to maintain double-digit growth alongside the expansion of MDI and TDI [1][2] Cost Advantages and Production Capacity - Wanhua Chemical has a significant cost advantage in the MDI sector, with production costs lower than peers by 1,500 to 2,000 RMB per ton, attributed to a well-established industrial chain and by-product processing capabilities [1][3] - Current MDI capacity stands at 3.8 million tons, with a 700,000-ton upgrade project in Fujian expected to be completed by Q2 2026, raising capacity to 4.5 million tons per year [1][6] - TDI capacity is currently 1.11 million tons, projected to reach 1.44 million tons by the end of 2024 with the commissioning of a 330,000-ton facility in Fujian [1][6] Price Trends and Market Dynamics - In Q1 2025, pure MDI prices fell to 17,450 RMB per ton, down from 18,700 RMB in Q1 2024, with TDI prices at 11,800 RMB per ton, reflecting a 16% year-on-year decline [1][5] - The global TDI market is undergoing a transformation, with foreign companies exiting and domestic firms expanding capacity, leading to an increase in supply and a decrease in prices [1][7] Financial Performance - Wanhua Chemical reported a 6.7% year-on-year decrease in revenue for Q1 2025, totaling 43 billion RMB, and a 25% decline in net profit attributable to shareholders, amounting to 3.1 billion RMB [1][11] - The company is expected to face pressure in Q2 2025 due to macroeconomic conditions, despite long-term growth potential in the polyurethane business [1][11][17] Emerging Demand and Future Growth Areas - Future demand for polyurethane products is expected to be driven by applications in formaldehyde-free boards, photovoltaic frames, and automotive interiors, with significant growth in the demand for MDI from formaldehyde-free boards increasing from less than 50,000 tons in 2020 to 230,000 tons in 2023 [1][14] - The company is capturing new downstream demand areas, adding approximately 200,000 tons in sales annually [1][14] Valuation and Economic Considerations - The petrochemical business is suggested to be valued based on price-to-book (PB) ratios, with comparisons to other projects indicating a favorable valuation [1][15] - Current macroeconomic conditions are impacting short-term profitability, but historical data suggests that Wanhua can capture new demand and grow when the macro environment improves [1][17] Additional Important Insights - The prices of hard and soft foam polyurethane products are closely linked to macroeconomic conditions, with no significant improvement trends observed [1][9][12] - The decline in HDI prices, currently between 25,000 and 29,000 RMB per ton, is influenced by the recovery of overseas supply and domestic MDI production [1][10]

Investment Rating - The report maintains a positive outlook on the chemical industry, indicating a "Look Favorably" investment rating for the public fund's heavy positions in the chemical sector for Q4 2024 and Q1 2025 [2]. Core Insights - The overall allocation of public funds in the chemical sector has seen a continuous decline, with the proportion of heavy chemical positions dropping from 2.50% in Q4 2024 to 1.99% in Q1 2025, indicating a position below historical averages [4][10]. - The top ten heavy positions in the chemical sector have experienced a significant decrease in market value share, influenced by fluctuating oil prices and trade barrier concerns, while certain high-certainty price elastic chemicals and new materials have seen an increase in their allocation [4][16]. - The total market value of chemical holdings by public funds has consistently declined, with the top 30 funds' heavy chemical stock market value falling by 20.2% to 66.312 billion yuan in Q4 2024 and by 20.4% to 52.816 billion yuan in Q1 2025 [32][34]. Summary by Sections 1. Changes in Public Fund Holdings in the Chemical Sector - The national heavy chemical allocation has decreased, with regional allocations in East China dropping from 3.03% to 2.05%, South China from 2.92% to 2.32%, and North China from 2.37% to 1.40% [10]. - The number of funds holding major chemical stocks has decreased, with notable declines in traditional blue-chip stocks due to trade barrier concerns, while some high-dividend stocks have seen an increase in fund holdings [22][27]. 2. Market Value and Concentration of Chemical Holdings - The market value of the top 30 funds' heavy chemical stocks has decreased significantly, with a drop in concentration from 90.36% to 87.39% of total heavy chemical stock market value [32][34]. - The top holdings include WanHua Chemical, SaiLun Tire, and China National Offshore Oil Corporation, with WanHua Chemical's market value share decreasing from 14.03% to 12.72% [32][34].

Core Viewpoint - Wanhua Chemical Group Co., Ltd. has received approval for the registration of debt financing instruments, allowing the company to issue various types of bonds in the domestic market [1] Group 1: Debt Financing Instruments - The company’s board approved the application for the continued registration of non-financial corporate debt financing instruments (DFI) during the first meeting of the eighth board on March 18, 2023 [1] - The shareholders' meeting held on May 12, 2023, also approved the application to the China Interbank Market Dealers Association for the continued registration of DFI [1] - The company received the acceptance registration notice from the association on June 30, 2023, which is valid for two years from the date of the notice [1] Group 2: Issuance Details - On May 12, 2025, the company issued the second phase of medium-term notes (technology innovation bonds) in the interbank market, with a planned issuance amount of 400 million yuan [1] - The actual issuance amount was also 400 million yuan, with an issuance interest rate of 1.91% [1] - The bonds have a term of three years, with the interest starting from May 12, 2025, and maturing on May 12, 2028 [1] Group 3: Ratings and Underwriters - The bonds received an AAA rating from United Ratings Co., Ltd. [1] - The lead underwriter for this issuance is China Everbright Bank Co., Ltd., with joint lead underwriters including Industrial Bank Co., Ltd., Industrial and Commercial Bank of China, and Bank of China [1]

证券代码：600309 证券简称：万华化学 公告编号：临 2025-26 号 万华化学集团股份有限公司 2025 年度第二期中期票据（科技创新债）发行结果公告 公司根据自身资金计划安排和银行间市场情况，于 2025 年 5 月 12 日在全国银 行间市场发行了 2025 年度第二期中期票据（科技创新债），募集资金已于 2025 年 5 月 12 日到账。发行结果如下： | 名称 | 万华化学集团股份有限公司2025年 | 简称 | 25万华化学 MTN002（科创 | | --- | --- | --- | --- | | | 度第二期科技创新债券 | | 债） | | 代码 | 102582072 | 期限 | 3年 | | 起息日 | 2025年05月12日 | 兑付日 | 2028年05月12日 | | 计划发行总额 | 4亿元 | 实际发行总额 | 4亿元 | | 发行利率 | 1.91% | 发行价格 | 100元/百元面值 | | --- | --- | --- | --- | | 主体评级 | AAA | 评级机构 | 联合资信评估股份有限公司 | | 主承销商 | 中国光大银行股份有限公司 | ...