证券代码：600328 证券简称：中盐化工 公告编号：（临）2025-072 中盐内蒙古化工股份有限公司 关于参股公司减资之重大资产重组 报告书（草案）及其摘要的修订说明公告 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个别及连带责任。 中盐内蒙古化工股份有限公司(以下简称"中盐化工"或"公司")参 股公司中盐(内蒙古)碱业有限公司（以下简称"中盐碱业"或"标的公司"） 拟向中石油太湖（北京）投资有限公司（以下简称"太湖投资"）定向减 资（以下简称"本次交易"）。2025年7月24日，公司披露了《中盐内蒙古 化工股份有限公司参股公司减资之重大资产重组报告书（草案）》（以下简 称"重组报告书"）。 为进一步说明标的公司竞拍的天然碱采矿权估值过程，本公司对重组 报告书进行了修订，并披露《中盐内蒙古化工股份有限公司参股公司减资 之重大资产重组报告书（草案）（修订稿）》及其摘要。主要修订内容如下： 于重组报告书"第五章 标的资产评估情况"补充了"三、标的公司 竞拍的天然碱矿权估值过程情况"，并删除了本次补充后存在重复的"第 五章 标的资产评估 ...

Summary of Key Points Core Viewpoint - As of July 28, 22 companies have released their semi-annual reports for 2025, with 17 reporting year-on-year profit growth and 15 showing revenue growth, indicating a positive trend in the market despite some companies facing declines in profits and revenues [1][2]. Group 1: Profit and Revenue Performance - 17 companies reported a year-on-year increase in net profit, while 5 experienced a decline [1]. - 15 companies saw a year-on-year increase in operating revenue, with 7 reporting a decrease [1]. - Companies with simultaneous growth in both net profit and operating revenue include 13 firms, such as Zhimingda [1]. - Companies with declines in both metrics include 3 firms, such as Zhongyan Chemical [1]. Group 2: Notable Performers - Zhimingda reported the highest profit growth rate at 2147.93%, with a net profit of 38.30 million and operating revenue of 294.76 million [1]. - Other notable companies with significant profit growth include: - Tongzhou Electronics: 662.77% increase in net profit [1]. - Wohua Pharmaceutical: 303.16% increase in net profit [1]. - Shentong Technology: 111.09% increase in net profit [1]. - Companies with a profit decline include: - Yaxiang Group: -32.20% in net profit [2]. - Haitong Development: -64.14% in net profit [2]. - Zhongyan Chemical: -88.04% in net profit [2]. Group 3: Revenue Changes - Zhimingda also reported an 84.83% increase in operating revenue [1]. - Tongzhou Electronics experienced a 606.52% increase in operating revenue [1]. - Companies with revenue declines include: - Yaxiang Group: -40.95% in operating revenue [2]. - Zhongyan Chemical: -5.76% in operating revenue [2].

Group 1: Market Trends - The "anti-involution" policy has led to a surge in market sentiment, with pure soda futures rising for five consecutive trading days from July 21 to July 25 [1] - Major companies in the pure soda sector, such as Boyuan Chemical and Shuanghuan Technology, have seen significant stock price increases, reflecting the strong correlation between futures and stock prices [1][8] - The futures market has experienced substantial gains, with pure soda futures rising by 5.57% in a single day and a cumulative increase of 17.46% for the week [3] Group 2: Policy Impact - The "anti-involution" policies introduced in July aim to regulate low-price competition and promote product quality across various industries, including steel and petrochemicals [2] - The National Development and Reform Commission has released a draft amendment to the Price Law, focusing on government pricing and standards for identifying unfair pricing behaviors [2] Group 3: Industry Dynamics - The pure soda industry has faced significant market fluctuations, with a reported average price of 1953 yuan/ton in 2024, down 29.6% year-on-year [4] - In the first half of 2025, the industry is expected to see an increase in production capacity by 2.4 million tons, leading to a total capacity of 40.78 million tons, while demand growth is anticipated to decline [4][6] - The industry is experiencing high inventory levels, with companies like Zhongyan Chemical reporting a 5.76% decline in revenue and an 88.04% drop in net profit in the first half of 2025 [7] Group 4: Future Outlook - Analysts suggest that the recent price increases in pure soda futures may not be sustainable due to underlying supply-demand imbalances, with expectations of a wide price fluctuation in the near future [3][8] - The potential for further capacity expansion in the pure soda sector could exacerbate existing supply-demand issues, despite the positive impact of the recent price increases [6][8]

一、 股东会有关情况 1. 原股东会的类型和届次： 2025年第六次临时股东会 | 股份类别 | 股票代码 | 股票简称 | 股权登记日 | | --- | --- | --- | --- | | Ａ股 | 600328 | 中盐化工 | 2025/8/4 | 二、 更正事项涉及的具体内容和原因 证券代码：600328 证券简称：中盐化工 公告编号：2025-071 中盐内蒙古化工股份有限公司 关于2025年第六次临时股东会通知的更正补充公告 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。 至2025 年 8 月 8 日 中盐内蒙古化工股份有限公司（以下简称"公司"）于 2025 年 7 月 24 日在上海证券交易所网站（www.sse.com.cn）披露了《关于召 开 2025 年第六次临时股东会的通知》（公告编号：2025-067），现就 原公告中更正部分说明如下： 1.更正前： 2.更正后： 二、会议审议事项及附件 1：授权委托书部分 序号 议案名称 2 《关于本次重组方案的议案》 二、会议审议事项及附件 1：授权委托书 ...

Core Insights - As of July 25, 16 companies have released their semi-annual reports for 2025, with 12 reporting year-on-year profit growth and 4 showing declines [1] - Among these, 10 companies experienced year-on-year revenue growth, while 6 reported declines [1] - Eight companies, including Zhimingda, saw both profit and revenue growth, while two companies, including Zhongyan Chemical, reported declines in both metrics [1] - Three companies achieved profit growth exceeding 100%, with Zhimingda leading at a staggering 2147.93% increase [1] Company Performance Summary - Zhimingda (688636): Earnings per share of 0.2284, net profit of 38.298 million, net profit growth of 2147.93%, and revenue of 294.7564 million with a growth of 84.83% [1] - Wohua Medicine (002107): Earnings per share of 0.0800, net profit of 44.6764 million, net profit growth of 303.16%, and revenue of 425.3585 million with a growth of 7.64% [1] - Shentong Technology (605228): Earnings per share of 0.1500, net profit of 64.278 million, net profit growth of 111.09%, and revenue of 815.7269 million with a growth of 22.46% [1] - Changchuan Technology (300604): Earnings per share of 0.6800, net profit of 427.0218 million, net profit growth of 98.73%, and revenue of 2.1668482 billion with a growth of 41.80% [1] - Minshida (833394): Earnings per share of 0.4300, net profit of 63.0278 million, net profit growth of 42.28%, and revenue of 237.4942 million with a growth of 27.91% [1] - Ruigu Mould (002997): Earnings per share of 1.0800, net profit of 226.9641 million, net profit growth of 40.33%, and revenue of 1.6623784 billion with a growth of 48.30% [1] - Gaoneng Environment (603588): Earnings per share of 0.3290, net profit of 502.4205 million, net profit growth of 20.85%, and revenue of 6.7000252 billion with a decline of 11.20% [1] - Zhongyan Chemical (600328): Earnings per share of 0.0359, net profit of 52.7155 million, net profit decline of 88.04%, and revenue of 5.9977208 billion with a decline of 5.76% [1]

Core Viewpoint - The company is undergoing a significant asset restructuring involving the establishment of a wholly-owned subsidiary, 中盐碱业, through a capital reduction agreement with 太湖投资, which will allow the company to fully control the mining rights for natural soda ash in Inner Mongolia [2][3][27]. Group 1: Restructuring Details - 中盐化工 and 太湖投资 will jointly establish 中盐碱业 with a registered capital of 40 million yuan, where 太湖投资 contributes 20.4 million yuan (51%) and 中盐化工 contributes 19.6 million yuan (49%) [2]. - 中盐碱业 successfully acquired the mining rights for natural soda ash in the Daqintala area of Inner Mongolia for 6.80866 billion yuan [2][89]. - Following the capital reduction, 中盐化工 will hold 100% of 中盐碱业, which will be included in the company's consolidated financial statements [2][3]. Group 2: Financial Assistance - 中盐化工 plans to provide financial assistance to 中盐碱业, with a total loan amount not exceeding 6.8 billion yuan, to ensure timely payment for the mining rights [88][90]. - The loan will be charged at an interest rate not lower than the bank's prevailing loan rate [88]. - This financial support is crucial for 中盐碱业 to fulfill its obligations related to the mining rights acquisition and aligns with 中盐化工's strategic goal of enhancing its competitiveness in the natural soda ash sector [90][92]. Group 3: Governance and Compliance - The restructuring and capital reduction have been approved by the board of directors and will be submitted for shareholder approval [3][27]. - The restructuring does not constitute a related party transaction, as 太湖投资 and 中盐化工 are not related parties under relevant regulations [27]. - The company has ensured compliance with all legal and regulatory requirements throughout the restructuring process [38][47].

Core Viewpoint - The article discusses the major asset restructuring of Zhongyan Inner Mongolia Chemical Co., Ltd. and the potential dilution of immediate returns due to the acquisition of a natural soda ash project, along with the measures the company plans to implement to mitigate this risk [1][2]. Group 1: Immediate Return Dilution Analysis - The acquisition will allow the company to control a natural soda ash project, which is currently in the construction phase, posing a risk of short-term declines in earnings per share and return on equity [1]. - The future profitability of the acquired company may be influenced by various unknown factors, including macroeconomic conditions, industry trends, and competitive environment, leading to further risks of immediate return dilution [1]. Group 2: Measures to Mitigate Return Dilution - The company plans to leverage its strengths to accelerate the development of the natural soda ash resources and enhance project management to convert resources into economic benefits as soon as possible [2]. - The company aims to improve internal management and operational efficiency, implementing comprehensive cost control measures across all business processes to enhance profitability [2]. - A robust corporate governance structure is in place, ensuring effective operation of the board and management, with clear responsibilities among departments to support sustainable development [2]. Group 3: Commitments from Stakeholders - The controlling shareholder and actual controller have committed to exercising shareholder rights in accordance with relevant laws and regulations, ensuring no interference in the company's management [3][4]. - All directors and senior management have pledged to diligently fulfill their responsibilities and maintain the legitimate rights of the company and its shareholders [4]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor has verified that the proposed measures to compensate for immediate return dilution and the commitments from stakeholders align with national policies aimed at protecting the rights of small and medium investors [4].

证券代码：600328 证券简称：中盐化工 公告编号：（临）2025-066 中盐化工与中石油太湖（北京）投资有限公司（以下简称"太湖投 资"）以获取内蒙古通辽地区天然碱采矿权为目的，共同出资设立中盐碱 业，注册资本 4,000 万元，其中太湖投资出资 2,040 万元，占股 51%；中 盐化工出资 1,960 万元，占股 49%。2025 年 6 月 16 日，中盐碱业参与竞 拍，2025 年 6 月 17 日，收到通辽市自然资源局《成交确认书》，中盐碱 业以 68.0866 亿元竞得内蒙古自治区通辽市奈曼旗大沁他拉地区天然碱 采矿权，近期由太湖投资提出，经股东双方友好协商，公司拟同意太湖 投资通过减资退出其在中盐碱业的全部股权及相关权益。减资后，中盐 化工将持有中盐碱业 100%的股权，纳入公司合并报表范围，减资事项实 施后，后续关于天然碱资源相关投资将由中盐化工全资子公司完成。 中盐内蒙古化工股份有限公司 第九届董事会第三次会议决议公告 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个别及连带责任。 中盐内蒙古化工股份有限公司（以 ...

Group 1 - The company, Zhongyan Inner Mongolia Chemical Co., Ltd., will hold its sixth extraordinary general meeting of shareholders on August 8, 2025 [1][2] - The meeting will utilize a combination of on-site and online voting methods, with the online voting system provided by the Shanghai Stock Exchange [2][6] - The meeting will take place at the company's conference room at 9:30 AM on the specified date [2][5] Group 2 - The agenda for the meeting includes several non-cumulative voting proposals, such as the major asset restructuring report and its summary [1][3] - Shareholders must register to attend the meeting, and those holding multiple accounts can vote through any of their accounts, with the first vote counted as the valid one [4][6] - The company will provide a reminder service for shareholders to ensure participation, utilizing intelligent SMS notifications [4][6]

Core Viewpoint - The company is undergoing a significant asset restructuring involving the acquisition of 100% ownership of a subsidiary, Zhongyan Salt Industry, through a capital reduction by its partner, Taihu Investment [1][2]. Group 1: Asset Restructuring Details - Zhongyan Salt Industry was established as a joint venture between Taihu Investment (51% ownership) and Zhongyan Chemical (49% ownership) [1]. - On June 16, 2025, Zhongyan Salt Industry successfully bid for the natural soda mining rights in the Inner Mongolia region for 6.80866 billion yuan [1]. - Following negotiations, Taihu Investment will exit its stake in Zhongyan Salt Industry, allowing Zhongyan Chemical to consolidate full ownership [1]. Group 2: Regulatory and Approval Process - The restructuring plan is subject to approval from the company's shareholders and must comply with various regulatory requirements [2]. - There is a risk of the transaction being suspended or terminated if it is investigated for insider trading by the China Securities Regulatory Commission or judicial authorities [2]. - The timeline for obtaining necessary approvals remains uncertain, and the company will continue to fulfill its disclosure obligations as required by law [2].