北京市天元律师事务所 关于恒力石化股份有限公司 召开 2024 年年度股东大会的法律意见 京天股字（2025）第 169 号 致：恒力石化股份有限公司 恒力石化股份有限公司（以下简称"公司"）2024 年年度股东大会（以下简 称"本次股东大会"）采取现场投票与网络投票相结合的方式召开，其中现场会议 于 2025 年 5 月 8 日在苏州市吴江区盛泽镇南麻工业区恒力路一号召开。北京市天 元律师事务所（以下简称"本所"）接受公司聘任，指派本所律师参加本次股东大 会现场会议，并根据《中华人民共和国公司法》、《中华人民共和国证券法》（以下 简称"《证券法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"） 以及《恒力石化股份有限公司章程》（以下简称"《公司章程》"）等有关规定， 就本次股东大会的召集、召开程序、出席现场会议人员的资格、召集人资格、会议 表决程序及表决结果等事项出具本法律意见。 为出具本法律意见，本所律师审查了《恒力石化股份有限公司第九届董事会第 二十六次会议决议公告》、《恒力石化股份有限公司第九届监事会第十七次会议决议 公告》、《恒力石化股份有限公司关于召开 2024 年年度股东大会的通知》（ ...

恒力石化股份有限公司 证券代码：600346 证券简称：恒力石化 公告编号：2025-035 恒力石化股份有限公司 2024年年度股东大会决议公告 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 | 1、出席会议的股东和代理人人数 | 618 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 5,846,599,179 | | 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 | | | 份总数的比例（%） | 83.0589 | (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。 本次股东大会由公司董事会提议召开，董事长范红卫女士主持会议，采取现 场投票和网络投票相结合的表决方式。会议的召集、召开及表决均符合《公司法》 和《公司章程》等相关法律法规的规定。 (一) 股东大会召开的时间：2025 年 5 月 8 日 (二) 股东大会召开的地点：苏州市吴江区盛泽镇南麻工业区恒力路一号 (三) 出席 ...

Group 1: Overall Market Trends - The total value of the top 50 global chemical brands decreased by 1.6% to $82.45 billion, primarily due to poor performance in key Western markets such as the US and Germany [3] - In contrast, Chinese chemical brands experienced significant growth, with an increase of 17.6% in brand value [3] Group 2: Notable Company Performances - Rongsheng Petrochemical's brand value grew by 5.6% to $3.23 billion, making it the first Chinese brand to enter the top five of the global chemical brand value ranking [3][11] - Wanhua's brand value surged by 39.8% to $2.01 billion, elevating its ranking by seven positions to 12th place, driven by strong financial performance and technological innovation [7][11] - Satellite Chemical's brand value increased by 33.9% to $640 million, resulting in a 13-position jump to 49th place, marking its first entry into the chemical brand ranking [7] - Hengli Petrochemical's brand value rose by 31.9% to $1.77 billion, with a seven-position increase to 15th place, reflecting its efforts in green transformation and renewable energy [7][11] Group 3: Emerging Players - Jiangsu Dongfang Shenghong's brand value increased by 16.9% to $1.2 billion, moving up to 24th place, while its brand strength index score improved significantly [8] - Tongkun Group's brand value grew by 13% to $820 million, ranking 37th, with a notable increase in its brand strength index [8] Group 4: Global Leaders - BASF retained its title as the most valuable chemical brand for the 11th consecutive year, with a brand value of $9.53 billion, despite market challenges [9][11] - DuPont was recognized as the strongest chemical brand for the fourth consecutive year, with a brand strength index score of 82.9 [10] Group 5: Industry Insights - The report highlights a shift among Chinese chemical companies from scale expansion to value creation, emphasizing a triad of technology-driven, green development, and globalization [13] - The competitive landscape for global chemical brands is expected to intensify, necessitating further enhancement of brand value and market competitiveness [13]

Core Viewpoint - The China Oil and Gas Industry Index has shown mixed performance, with a recent decline despite a monthly increase, reflecting the overall volatility in the oil and gas sector [2]. Group 1: Index Performance - The China Oil and Gas Industry Index decreased by 0.45% to 1729.45 points, with a trading volume of 12.33 billion yuan [1]. - Over the past month, the index has risen by 6.44%, but it has declined by 3.48% over the last three months and 6.14% year-to-date [2]. Group 2: Index Composition - The index includes companies involved in oil and gas exploration, equipment manufacturing, transportation, sales, refining, and primary petrochemical production [2]. - The top ten weighted companies in the index are: China National Petroleum (10.36%), China National Offshore Oil (9.87%), Sinopec (9.52%), Guanghui Energy (5.05%), China Merchants Energy (3.8%), Jereh Group (3.71%), Hengli Petrochemical (3.25%), Satellite Chemical (3.13%), Dongfang Shenghong (2.8%), and COSCO Shipping Energy (2.8%) [2]. Group 3: Market and Sector Breakdown - The Shanghai Stock Exchange accounts for 70.98% of the index's holdings, while the Shenzhen Stock Exchange accounts for 29.02% [2]. - The sector breakdown of the index holdings is as follows: Energy (61.45%), Materials (20.71%), Industrials (15.00%), Financials (1.78%), and Utilities (1.06%) [2]. Group 4: Index Adjustment and Management - The index samples are adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December [3]. - In special circumstances, the index may undergo temporary adjustments, such as removing samples that are delisted or handling mergers and acquisitions according to maintenance guidelines [3].

Investment Rating - The industry investment rating for basic chemicals and oil & gas is maintained at "Overweight" [6] Core Viewpoints - The industry is experiencing a bottoming phase in profitability for bulk chemicals in 2024, with signs of recovery in downstream demand beginning in Q1 2025 [2][19] - The oil price has been under pressure due to geopolitical tensions and OPEC+ production cuts, leading to a decline in profitability across the oil and gas value chain [10][14] - The overall revenue for the basic chemicals and oil & gas sector in 2024 was 1,031.71 billion, with a net profit of 49.85 billion, reflecting a year-on-year decline of 1% and 0.8% respectively [12][18] Summary by Sections 2024 Annual Overview - The oil and gas sector remains relatively strong, while bulk cyclical products are facing profitability challenges [3][14] - The chemical industry is waiting for a supply-demand turning point, with 21 out of 35 sub-industries showing positive performance in A-shares [14][16] Q1 2025 Performance - In Q1 2025, the oil price decline has led to a decrease in profitability for the oil and gas sector, while downstream products are showing initial signs of recovery [19][20] - The revenue for Q1 2025 was 25,157 billion, with a net profit of 1,426 billion, indicating a year-on-year decline of 4% and 3% respectively, but a quarter-on-quarter increase of 2% and 78% [12][23] Industry Outlook - The second half of 2025 is expected to see an upward trend, driven by improved domestic and external demand, as well as capital expenditure recovery [5][10] - Recommended stocks include Meihua Biological, Xinghuo Technology, and others, which are expected to benefit from the recovery in the chemical industry [8][5]

Investment Rating - The report indicates a positive outlook for the chemical industry, suggesting a new cycle may begin due to improved domestic supply and demand, increased global market share, and declining crude oil prices [3][4]. Core Viewpoints - The chemical industry is expected to enter a new cycle driven by domestic supply-demand improvements and global market share growth, despite potential short-term impacts from overseas demand [3][5]. - The report highlights that the supply side is gradually improving due to reduced fixed asset investment growth and government policies aimed at curbing excessive competition [5][10]. - On the demand side, domestic consumption is anticipated to recover steadily, supported by government initiatives to boost consumption and stabilize the economy [26][33]. - Cost factors are favorable, with significant declines in international crude oil and domestic coal prices, which will support the profitability of chemical products [42][49]. - The report recommends specific companies within various segments of the chemical industry, including refrigerants, amino acids, military and new materials, and fertilizers, indicating potential investment opportunities [5][57]. Summary by Sections Supply Side - The report notes that the chemical industry has faced profitability pressures since 2022, but the current production cycle is nearing its end, which may lead to gradual improvement in profitability as capacity is digested [11][12]. - China's global market share in chemical products has been steadily increasing, with 2023 figures showing a 43.1% share of global sales [25][20]. Demand Side - The report emphasizes that domestic demand is expected to recover, aided by government policies aimed at stimulating consumption and investment [26][33]. - The real estate sector shows signs of stabilization, which could further support demand for chemical products [33]. Cost Side - The report highlights a significant decline in crude oil prices, with Brent crude falling by 14.71% since the beginning of 2025, which is expected to positively impact the cost structure of the chemical industry [42][38]. - Domestic coal and natural gas prices have also shown a downward trend, enhancing the cost competitiveness of chemical products [49][47]. Valuation - The report indicates that the valuation of the basic chemical and petrochemical sectors is at historical lows, suggesting substantial room for recovery as market conditions improve [54][50].

Summary of Key Points from Conference Call Records Industry Overview - The chemical sector is currently in a bottoming phase, influenced by macroeconomic factors and overcapacity, with performance fluctuating within a range of ±10% year-on-year. Certain sub-sectors like refrigerants, pesticides, fertilizers, and modified plastics are performing well, showing resilience against macroeconomic impacts [2][47]. Company-Specific Insights Zhenhua Co., Ltd. - Zhenhua's net profit for Q1 2025 was 117 million yuan, a 37% year-on-year increase. The company is expected to see significant growth in Q2 due to strong demand for metallic chromium and high-temperature alloys, with annual profits potentially reaching 1.5 to 1.6 billion yuan following capacity expansion [1][3][4][7]. Refrigerant Industry - The refrigerant market has outperformed expectations, with leading companies like Juhua and Sanmei reporting substantial profit increases (Juhua's net profit grew by 108% and Sanmei by 178% in 2024). The average price of refrigerants has risen significantly, with some products like R32 exceeding 50,000 yuan per ton [1][8][9][10][11]. Agricultural Chemicals - The agricultural chemicals sector has shown strong performance, driven by cost support and export demand. Companies like Yangnong Chemical have increased operational loads to boost profits. The focus is on the impact of export policies on phosphate fertilizers [1][15][16][17]. Polyester Filament Industry - The polyester filament industry had a good Q1 but faces pressures from falling oil prices and uncertain tariff policies. As oil prices stabilize, market elasticity may increase [1][21][22][23]. Refining Sector - Companies like Rongsheng and Hengli in the refining sector saw significant profit improvements in Q1 due to a rebound in crude oil cracking margins. The low oil prices positively impacted downstream demand, helping to reduce costs and increase profits [1][24][25]. Future Trends and Strategies - The chemical sector is advised to focus on sub-sectors with low correlation to trade wars, such as refrigerants and new materials. Investors are encouraged to wait for low oil price points to optimize investment opportunities [2][5][6]. Additional Insights - The refrigerant industry is characterized by stable demand and pricing power held by leading companies, making it less sensitive to economic downturns. The potential for significant price increases remains, with a long cycle expected [9][10][11]. - The agricultural sector is expected to maintain growth, particularly in the phosphate fertilizer market, contingent on favorable export policies [17][40]. - The tire industry faces challenges from tariffs and is adapting through price increases and strategic market positioning [44][45]. Conclusion - The chemical industry presents various investment opportunities, particularly in sectors with strong fundamentals and less exposure to macroeconomic volatility. Companies with independent growth narratives, like Zhenhua, are highlighted as having significant profit potential [2][6][7].

Core Viewpoint - The company has decided to adjust its sixth employee stock ownership plan due to underperformance and market fluctuations, extending its duration and modifying certain management aspects to ensure stability and compliance with regulations [6][10][22]. Group 1: Meeting and Approval Process - The company's board of directors held the 28th meeting of the ninth session on April 30, 2025, where all eight directors attended and approved the adjustment of the employee stock ownership plan [1][4]. - The proposal was reviewed and approved by the board's remuneration and assessment committee prior to the board meeting [2]. - Related directors recused themselves from the vote, ensuring that only non-related directors participated in the decision-making process [3]. Group 2: Employee Stock Ownership Plan Details - The sixth employee stock ownership plan was initially approved in 2022, with a total of 287,797,584 shares held, representing 4.09% of the company's total equity [7]. - The plan's extension is due to its impending expiration in May 2025 and the realization that returns have not met expectations [8][22]. - Adjustments include extending the plan's duration from 36 months to 60 months and modifying the trading sensitivity periods for stock transactions [8][22]. Group 3: Legal and Compliance Aspects - The adjustments comply with the relevant regulations, including the guidelines for implementing employee stock ownership plans and self-regulatory directives from the Shanghai Stock Exchange [10][12]. - The board and supervisory committee confirmed that the adjustments do not harm the company's or shareholders' interests and that the decision-making process adhered to legal requirements [13][18]. Group 4: Trust Plan Adjustments - The company announced adjustments to a trust plan established by its controlling shareholder, which also involves employee stock purchases, extending its duration from 36 months to 60 months due to similar market conditions [20][22]. - The trust plan currently holds 94,611,800 shares, accounting for 1.34% of the company's total equity [21].

Investment Rating - The investment rating for the basic chemical industry is "Positive (Maintain)" [1] Core Insights - The basic chemical industry achieved a revenue of 23,219.8 billion yuan in 2024, with a year-on-year increase of 3.2%, but a net profit attributable to shareholders of 1,185.6 billion yuan, reflecting a year-on-year decrease of 6.2% [6][35] - In Q1 2025, the industry reported a revenue of 5,602.8 billion yuan, a year-on-year increase of 5.8%, and a net profit of 369.7 billion yuan, which is an increase of 11.8% year-on-year [6][35] - The profitability of the industry showed a sales gross margin of 17.2% in Q1 2025, with a net profit margin of 0.1% [6][35] Summary by Sections Industry Overview - The chemical raw materials and chemical products manufacturing industry saw a revenue of 91,986.4 billion yuan in 2024, with a cumulative year-on-year increase of 4.2%, while total profits decreased by 8.6% [5][26] - Fixed asset investment in the industry increased by 8.6% year-on-year, but the growth rate declined by 4.8 percentage points [5][26] Q1 Performance - In Q1 2025, the basic chemical sector experienced revenue growth, with a year-on-year increase of 5.8% and a net profit increase of 11.8% [6][35] - The sales gross margin for Q1 2025 was 17.2%, reflecting a slight decrease year-on-year but an increase compared to the previous quarter [6][35] Sub-industry Analysis - In 2024, the chlor-alkali and textile chemical products sub-industries showed significant profit growth, with chlor-alkali achieving a net profit growth of 262.8% [40][41] - For Q1 2025, the chlor-alkali sub-industry continued to lead with a net profit growth of 132.2% [41] Key Company Tracking - Major companies in the basic chemical sector, such as Wanhua Chemical and Hualu Hengsheng, reported significant net profit growth in 2024, with many companies experiencing a decrease in capital expenditures [5][6][35]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company demonstrates resilience in its operating performance and continues to provide high dividends [2] - The company is expected to achieve revenue growth driven by multiple projects, maintaining a "Buy" rating [9] Financial Performance Summary - In 2024, the company achieved operating revenue of 236.3 billion yuan, a year-on-year increase of 0.6%, and a net profit attributable to shareholders of 7.044 billion yuan, up 2.0% year-on-year [4] - The company's cash flow from operating activities was 22.7 billion yuan, a decrease of 3.4% year-on-year [4] - The gross margin was 9.9%, down 1.4 percentage points year-on-year, while the net margin improved by 0.04 percentage points to 3.0% [4] Segment Performance - In 2024, revenue from refining products was 108.1 billion yuan, down 10% year-on-year, with a gross margin of 13.1% [4] - PTA revenue was 68.1 billion yuan, down 6% year-on-year, with a gross margin of 3.4% [4] - New materials revenue increased by 22% year-on-year to 41.8 billion yuan, with a gross margin of 14.1% [4] Future Projections - The company is projected to achieve revenues of 248.5 billion yuan in 2025, 264 billion yuan in 2026, and 276.3 billion yuan in 2027 [9] - Net profit is expected to reach 8.742 billion yuan in 2025, 9.735 billion yuan in 2026, and 11.540 billion yuan in 2027 [9] - The projected P/E ratios are 12 for 2025, 11 for 2026, and 9 for 2027 [9] Dividend Policy - The company plans to distribute a cash dividend of 0.45 yuan per share in 2024, totaling 3.168 billion yuan, with a payout ratio of 45% [7] - The focus will shift towards optimizing operations, reducing debt, and enhancing dividends following the peak of capital expenditures [7]