内蒙古加度律师事务所 关于 中盐内蒙古化工股份有限公司 关于 2021 年限制性股票激励计划首次授予限制性 股票第二个解除限售期解除限售条件成就 之 法律意见书 地址：内蒙古包头市稀土高新区时代广场 B 座 1410 电话：0472-7159669 传真：0472-7159669 邮编：014060 内蒙古加度律师事务所 2021 年限制性股票激励计划首次授予限制性 股票第二个解除限售期解除限售条件成就之法律意见书 致：中盐内蒙古化工股份有限公司 内蒙古加度律师事务所（以下简称"本所"）接受中盐内蒙古化工股份有限 公司（以下简称"中盐化工"或"公司"）的委托，并根据中盐化工与本所签订 的《专项法律服务合同》，作为中盐化工 2021 年限制性股票激励计划（以下简 称"本次股权激励计划"或"本激励计划"）的相关事宜的专项法律顾问。本法律意 见书系依据《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》"）、《上市公司股权激励管理办法》 （以下简称"《管理办法》"）、《国有控股上市公司（境内）实施股权激励试 行办法》（以下简称"《试行办法》"）、《关于规范国有控股上市 ...

Core Viewpoint - Zhongyan Chemical (600328.SH) has successfully acquired a natural soda mining right in Inner Mongolia for approximately 6.8 billion yuan, aiming to strengthen its core soda ash business [2][3]. Group 1: Acquisition Details - Zhongyan Chemical won the bidding for the natural soda mining rights after a third party withdrew, allowing the company to fully own the asset [3][5]. - The mining site is located in Tongliao City, Inner Mongolia, with a natural soda resource estimated at 2.077 billion tons, making it the largest known soda mine in China [6][8]. - The acquisition aligns with the company's strategy to focus on its core business and expand its natural soda production capacity, which is not subject to strict industrial policy restrictions [6][8]. Group 2: Financial Position - As of March 2025, Zhongyan Chemical's debt-to-asset ratio is 28.65%, indicating a relatively low level of debt and strong medium to long-term repayment capability [9][10]. - The company has a history of profitable operations, with cumulative profits of 7.681 billion yuan and cash dividends of 2.364 billion yuan since its listing [10]. - To finance the acquisition, Zhongyan Chemical plans to explore various funding options, including attracting strategic investors, utilizing its own funds, bank loans, and capital market financing [10]. Group 3: Industry Position - Zhongyan Chemical is currently the third-largest soda ash producer in China, with a production capacity of 3.9 million tons [8]. - The company has a competitive edge due to its resource advantages, scale, and integrated industrial chain, which includes various chemical products [8]. - The development of the natural soda industry is expected to optimize the company's product structure and enhance its core competitiveness in the soda ash market [8].

Group 1 - The core point of the news is that Zhongyan Chemical (600328) has announced the acquisition of 100% ownership of Zhongyan Alkali Industry by allowing Taihu Investment to exit its stake through a capital reduction, which will enhance the company's control over natural soda mining rights and resources [1][2] - After the transaction, Zhongyan Alkali Industry will become a wholly-owned subsidiary of Zhongyan Chemical, and the company will fully support its operations in natural soda mining and processing [1] - Zhongyan Alkali Industry successfully won the bidding for natural soda mining rights in the Naiman Banner area of Tongliao City for 6.80866 billion yuan, which is the largest proven natural soda deposit in China [1][2] Group 2 - Natural soda has significant advantages over synthetic soda, including lower energy consumption, cost, and environmental benefits, positioning it to become the mainstream in the soda ash industry [2] - Zhongyan Chemical currently has a production capacity of 3.9 million tons of soda ash and has established processes in ammonia-soda and dual-soda methods, which will be complemented by the natural soda method to enhance product competitiveness [2] - The transaction is expected to constitute a major asset restructuring, and the company aims to optimize its industrial structure and enhance competitiveness through innovation and strategic investments in emerging industries [3]

证券研究报告 中盐化工 (600328 CH) 新获大型天然碱资源，规模优势巩固 | 华泰研究 | | | 公告点评 | | --- | --- | --- | --- | | 2025 年 | 6 月 | 20 日│中国内地 | 化学原料 | 中盐化工于 6 月 19 日发布公告，公司和中石油组成的合资公司以 68 亿元 竞拍获得通辽市奈曼旗大沁他拉地区天然碱采矿权，且中石油将减资退出 合资公司的全部股权。考虑本次竞拍完成以及后续天然碱子公司并表后， 将大幅增加公司的纯碱产能，扩大公司的纯碱生产成本和规模优势，维持 "增持"评级。 公司获得国内大型天然碱采矿权，矿区拥有水资源优势和区位优势 据公司公告，公司和中石油组成的合资公司中石油中盐(内蒙古)碱业（以下 简称"中盐碱业"）以 68 亿元竞拍获得通辽市奈曼旗大沁他拉地区天然碱采 矿权。初步勘测矿区储量包括 14.47 亿吨天然碱矿（含盐量≤9.54%的资源 量为 5.21 亿吨，共伴生天然碱矿物量 9.26 亿吨）。据国家气象局和水利部 相关信息，矿区所在通辽市的年降水量在 350-450mm，区域内西辽河近年 来年径流量 26.7 亿立方米，水资源较丰 ...

Group 1 - President Xi Jinping emphasized the urgency of a ceasefire in the Middle East, stating that the use of force is not the correct way to resolve international disputes [1] - The Chinese photovoltaic industry is expected to see a significant production cut in Q3, with operating rates projected to decrease by 10%-15% [1] - The Ministry of Commerce announced it will expedite the review of export license applications related to rare earths, aiming to maintain global supply chain stability [1] Group 2 - The China Securities Index will officially launch the China Science and Technology Innovation Semiconductor Index on June 20, 2025, which will include 50 companies from the STAR Market and ChiNext [2] - The Ministry of Commerce highlighted the importance of China-EU economic and trade relations, emphasizing ongoing communication and cooperation [2] Group 3 - Kweichow Moutai announced a cash dividend of 27.673 yuan per share for the 2024 fiscal year, totaling 34.671 billion yuan [3] - Zhongqi New Materials reported that Starry Sky Technology has become its controlling shareholder [3] - Lianchuang Optoelectronics noted strong demand for drone countermeasure equipment in the Middle East [3] Group 4 - Fuhuang Steel Structure announced the termination of its plan to issue shares and pay cash for asset purchases [4] - Shengnuo Bio expects a significant increase in net profit for the first half of the year, projecting a year-on-year growth of 254%-332% [4] Group 5 - Zhongyan Chemical plans to agree to a capital reduction for Zhongyan Alkali Industry, which is expected to constitute a major asset restructuring [5] - Kanda New Materials intends to acquire at least 51% of Zhongke Huamei's shares to expand into the semiconductor integrated circuit field [6] Group 6 - Times Publishing clarified that it does not engage in stablecoin business and has a minimal indirect stake in JD Technology [8] - Sanhua Intelligent Controls confirmed the final price for its H-share issuance at 22.53 HKD per share [9] Group 7 - Taiji Co. announced that Changjiang Industrial Group will become its indirect controlling shareholder, with stock resuming trading on June 20, 2025 [10] - Guosen Securities received approval from the Shenzhen Stock Exchange for its acquisition of 96.08% of Wanhe Securities [10] Group 8 - Zhongsheng Pharmaceutical completed the first participant enrollment for its Phase III clinical trial of the innovative drug RAY1225 for obesity [11] - Yuncong Technology stated that its multi-modal AI technology for live detection can be applied to stablecoin wallet scenarios [12]

Focus Events - Guosen Securities has received approval from the Shenzhen Stock Exchange for the acquisition of 96.08% of Wanhe Securities, marking the third broker merger project approved since last year, pending further approval from the CSRC [1] - The People's Bank of China is set to announce the June Loan Prime Rate (LPR), with the current 1-year LPR at 3% and the 5-year LPR at 3.5% [1] Macro News - He Lifeng, a member of the Political Bureau of the CPC Central Committee, stated at the Qingdao Summit that China is an ideal, safe, and effective investment destination for multinational companies due to its vast domestic market and complete industrial system [1] Industry Dynamics - Three departments have mandated that car manufacturers must not engage in exaggerated or false advertising and must uphold product quality, emphasizing long-term responsibility and avoiding short-term cost-cutting measures [4] - The Chinese photovoltaic industry is expected to see a significant production cut of 10% to 15% in the third quarter as part of a "production limit to maintain prices" strategy [6] - The Ministry of Commerce announced it will expedite the review of rare earth export license applications to maintain global supply chain stability [6] Company Focus - Suning.com plans to sell four Carrefour subsidiaries for a total of 4 yuan, which is expected to increase the company's net profit by approximately 572 million yuan [9] - CATL intends to use up to 4.5 billion yuan of idle fundraising for cash management in safe, liquid deposit products [9] - Xiaomi has invested 635 million yuan to acquire 728 acres of industrial land in Beijing for the construction of a new energy intelligent connected vehicle manufacturing project [9][10] - Jinzongzi Wine clarified that it is not exiting the liquor industry, but is standardizing its business scope in compliance with regulatory requirements [11] - Konda New Materials plans to acquire at least 51% of Chengdu Zhongke Huamei Electronics to expand into the semiconductor integrated circuit sector [11] - Online and Offline announced a potential change in control, leading to a temporary suspension of its stock [12] - Taiji Co. announced that the Hubei State-owned Assets Supervision and Administration Commission has become the controlling shareholder, with stock resuming trading [13][14] - Zhongyan Chemical plans to agree to a capital reduction for Zhongyan Alkali Industry, which is expected to constitute a major asset restructuring [15] - Lianchuang Optoelectronics reported strong demand for drone countermeasures in the Middle East and is actively engaging with potential local clients [15] - Shengnuo Bio expects a net profit increase of 253.54% to 332.10% for the first half of 2025, driven by strong performance in its peptide raw material business [16] - *ST Gongzhi's stock will resume trading and enter a delisting preparation period, with the last trading date expected to be July 10, 2025 [17]

Group 1 - Hengrun Co., Ltd. plans to invest 1.2 billion yuan to build a project for producing 2,000 sets of wind turbine gearbox components, reflecting the company's confidence in the wind power market [1] - The project will be constructed in phases, with the first phase requiring an investment of 500 million yuan and scheduled to commence in July 2025 [1] - This investment is expected to enhance the company's competitiveness and aligns with the development trends in the renewable energy sector [1] Group 2 - Tongyuan Petroleum's stock experienced significant abnormal fluctuations, with a cumulative price increase of over 30% in three consecutive trading days and over 100% in ten trading days [2] - The company's rolling price-to-earnings ratio stands at 83.04, which is considerably higher than the industry average [2] - The company has stated that there are no undisclosed significant matters and that its major shareholders have not traded the stock during the abnormal fluctuation period, indicating potential over-optimism in market sentiment [2] Group 3 - Zhongyan Chemical plans to agree to a capital reduction for its subsidiary, Zhongyan Alkali Industry, which is expected to constitute a significant asset restructuring [3] - Following the capital reduction, Zhongyan Chemical will hold 100% of Zhongyan Alkali Industry, enhancing its control over the natural soda resource sector [3] - This transaction may increase financial pressure on Zhongyan Chemical but is anticipated to strengthen its competitive position in the natural soda resource market [3]

证券代码：600328 证券简称：中盐化工 公告编号：（临）2025-049 中盐内蒙古化工股份有限公司 关于 2021 年限制性股票激励计划首次授予限制性 股票第二个解除限售期解除限售条件成就的公告 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。 重要内容提示： ●中盐内蒙古化工股份有限公司（以下简称"公司"）2021 年限 制性股票激励计划首次授予限制性股票第二个解除限售期即将届满， 相应解除限售条件已经成就。 ●本次可解除限售的激励对象共 337 人，可解除限售的限制性股 票数量合计 4,612,662 股，占目前公司股本总额的 0.31%。 ●本次限制性股票解除限售事宜办理完毕解除限售申请手续后， 在上市流通前，公司将另行发布公告，敬请投资者注意。 公司于 2025 年 6 月 18 日召开第八届董事会第三十四次会议，会 议审议通过了《关于公司 2021 年限制性股票激励计划首次授予限制 性股票第二个解除限售期解除限售条件成就的议案》。现将有关事项 说明如下： 一、2021 年股权激励计划已履行的相关程序 1．2 ...

Transaction Overview - The company plans to agree to the reduction of capital by PetroChina Zhongyan (Inner Mongolia) Soda Industry Co., Ltd., which will result in it becoming a wholly-owned subsidiary of the company [1][2][3] - PetroChina Zhongyan Soda Industry Co., Ltd. won the bidding for the natural soda mining rights in the Inner Mongolia region for 6.80866 billion yuan [1][3] - After the capital reduction, the company will hold 100% of the shares in Zhongyan Soda Industry, which will be included in the company's consolidated financial statements [1][4] Asset Restructuring - The acquisition of Zhongyan Soda Industry constitutes a significant asset restructuring as per the regulations of the "Management Measures for Major Asset Restructuring of Listed Companies" [2][4] - The transaction does not constitute a related party transaction and will not lead to a change in the control of the listed company [2][4] Financial Implications - The company’s debt-to-asset ratio was 28.65% as of March 2025, indicating a relatively low level of debt in the industry [2][8] - The total investment required for the development of the natural soda project is expected to be substantial, which may impact the company's financial position [2][8] Strategic Importance - The project aligns with national economic development requirements and industry policies, supporting the company's strategy to enhance its core competitiveness in the soda industry [6][7] - The natural soda method has significant cost advantages over synthetic soda production, positioning it as a mainstream option in the industry [7][8] Future Plans - The company will support Zhongyan Soda Industry in the development and processing of natural soda resources, aiming for early construction and production to benefit shareholders [6][7] - A detailed financing plan will be developed to ensure project funding through various means, including strategic investors and bank loans [8]

证券代码：600328 证券简称：中盐化工 公告编号：（临）2025- 中盐内蒙古化工股份有限公司 ●中盐内蒙古化工股份有限公司（以下简称"公司"）2021 年限 制性股票激励计划首次授予限制性股票第二个解除限售期即将届满， 相应解除限售条件已经成就。 关于 2021 年限制性股票激励计划首次授予限制性 股票第二个解除限售期解除限售条件成就的公告 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。 重要内容提示： ●本次可解除限售的激励对象共 337 人，可解除限售的限制性股 票数量合计 4,612,662 股，占目前公司股本总额的 0.31%。 ●本次限制性股票解除限售事宜办理完毕解除限售申请手续后， 在上市流通前，公司将另行发布公告，敬请投资者注意。 公司于 2025 年 6 月 18 日召开第八届董事会第三十四次会议，会 议审议通过了《关于公司 2021 年限制性股票激励计划首次授予限制 性股票第二个解除限售期解除限售条件成就的议案》。现将有关事项 说明如下： 一、2021 年股权激励计划已履行的相关程序 第七届监事会 ...