中信证券股份有限公司 关于 昊华化工科技集团股份有限公司 发行股份购买资产并募集配套资金暨关联交易 之 2024年度持续督导意见 独立财务顾问 二〇二五年五月 1 释 义 本意见中除非文意另有所指，下列简称具有如下含义： | 本意见 | 指 | 中信证券股份有限公司关于昊华化工科技集团股份有 | | --- | --- | --- | | | | 限公司发行股份购买资产并募集配套资金暨关联交易 | | | | 之 2024 年度持续督导意见 | | 独立财务顾问、本独立财务顾 | 指 | 中信证券股份有限公司 | | 问、中信证券 | | 中国昊华化工集团股份有限公司，前身为中国昊华化工 | | 中国昊华 | 指 | （集团）总公司 | | 中化集团 | 指 | 中国中化集团有限公司（曾用名：中国中化集团公司） | | 中化资产 | 指 | 中化资产管理有限公司 | | 外贸信托 | 指 | 中国对外经济贸易信托有限公司 | | 中化资本创投 | 指 | 中化资本创新投资有限公司 | | 中国中化 | 指 | 中国中化控股有限责任公司 | | 中国化工 | 指 | 中国化工集团有限公司（曾用名：中国化工集团公 ...

昊华化工科技集团股份有限公司 2024 年年度股东大会 会议资料 2025 年 5 月 22 日 $$\mathbf{H}={\overline{{\frac{\mathbf{H}}{\lambda}}}}$$ | | | 昊华化工科技集团股份有限公司 2024 年年度股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事 效率，保证会议的顺利进行，昊华化工科技集团股份有限公司（以下 简称"公司"或"昊华科技"）根据相关法律法规、《公司章程》和《公 司股东大会议事规则》等规定，特制定本须知。 一、公司根据《公司章程》和《公司股东大会议事规则》等相关 规定，认真做好召开股东大会的各项工作。 二、股东大会设会务组，具体负责会议有关程序及服务等事宜。 三、股东大会期间，全体出席人员应维护股东的合法权益、确保 会议的正常秩序和议事效率，自觉履行法定义务。 四、出席会议的股东（或股东代理人），依法享有发言权、质询 权、表决权等权利，股东（或股东代理人）要求在股东大会现场会议 上发言，应在会议召开前向公司登记，由公司统一安排。股东（或股 东代理人）临时要求发言或就相关问题提出质询的，应当先向会议会 务 ...

昊华化工科技集团股份有限公司（以下简称"公司"或"昊华科技"）于 2025 年 4 月 30 日披露了《昊华科技关于召开 2024 年年度股东大会的通知》（公告编 号：临 2025－041），公司拟于 2025 年 5 月 22 日（星期四）14 点，在北京市朝 阳区小营路 19 号财富嘉园 A 座昊华大厦 19 层会议室召开昊华科技 2024 年年度 股东大会，本次会议采用现场投票和网络投票相结合的表决方式。 为更好的服务广大中小投资者，确保有投票意愿的中小投资者能够及时参会、 及时投票。公司拟使用上证所信息网络有限公司（以下简称"上证信息"）提供的 股东大会提醒服务，委托上证信息通过智能短信等形式，根据会议的股权登记日 （2025 年 5 月 13 日）的股东名册主动提醒股东参会投票，向每一位投资者主动 推送股东大会参会邀请、议案情况等信息。投资者在收到智能短信后，可根据使 用手册（下载链接：https://vote.sseinfo.com/i/yjt_help.pdf）的提示步骤直接投票， 如遇拥堵等情况，仍可通过原有的交易系统投票平台和互联网投票平台进行投票。 证券代码：600378 证券简称：昊华科 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [9] Core Views - The company reported a revenue of 13.97 billion in 2024, a year-on-year change of -3.8%, and a net profit attributable to shareholders of 1.05 billion, a year-on-year change of -10.9%. For Q1 2025, the revenue was 3.16 billion, a year-on-year change of +11.0%, with a net profit of 180 million, a year-on-year change of +10.5% [2][7] - The company plans to distribute a total cash dividend of 370 million for 2024, which accounts for 35.0% of the net profit attributable to shareholders [2][7] - The completion of the acquisition of Zhonghua Lantian in 2024 is expected to enhance future growth prospects, with the company projecting net profits of 1.34 billion, 1.84 billion, and 2.68 billion for 2025, 2026, and 2027 respectively [13] Financial Performance Summary - In 2024, the total revenue was 13.97 billion, with a gross profit of 3.04 billion, representing a gross margin of 22% [17] - For Q1 2025, the high-end fluorine materials segment saw a gross profit increase of 42.9%, while the electronic gas segment's gross profit increased by 25.6% [13] - The company has a total asset of 30.15 billion and a total liability of 12.58 billion as of 2024, resulting in a debt-to-asset ratio of 41.7% [17]

Investment Rating - Investment Rating: Buy (Maintain) [2] Core Views - The company reported a revenue of 13.966 billion yuan in 2024, a year-on-year increase of 77.86%, and a net profit attributable to shareholders of 1.054 billion yuan, up 17.11% year-on-year [4][5] - The company has completed the acquisition of Sinochem Blue Sky, enhancing its fluorochemical industry chain and product offerings [6][7] - The high-end fluorine materials segment faced pressure due to declining prices, while the electronic chemicals and carbon reduction business saw improved gross margins [7][8] Financial Performance Summary - In Q4 2024, the company achieved a revenue of 3.759 billion yuan, a year-on-year increase of 138.14%, but a quarter-on-quarter decrease of 44.29% [4] - For Q1 2025, the company reported a revenue of 3.157 billion yuan, a year-on-year increase of 95.73%, but a quarter-on-quarter decrease of 16.02% [5] - The gross margin for Q4 2024 was 19.02%, down 14.04 percentage points year-on-year, while the net margin was 5.70%, down 7.80 percentage points year-on-year [8][10] Segment Analysis - The high-end fluorine materials segment experienced a 20.7% decline in gross profit year-on-year, while the electronic chemicals segment saw a 25.0% increase in gross profit [7] - The carbon reduction business maintained stable growth, with average prices for copper and nickel catalysts increasing by 5.4% and 12.9% year-on-year, respectively [7] Future Outlook - The company expects net profits attributable to shareholders to reach 1.242 billion yuan in 2025, 1.534 billion yuan in 2026, and 1.775 billion yuan in 2027, with corresponding P/E ratios of 26.54X, 21.49X, and 18.57X [11]

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company is experiencing short-term performance pressure, but the outlook for refrigerant market conditions is expected to improve [2] - In 2024, the company reported a revenue of 13.966 billion yuan, a year-on-year increase of 77.86%, and a net profit attributable to shareholders of 1.054 billion yuan, a year-on-year increase of 17.11% [4][5] - The integration of Sinochem Blue Sky into the company is expected to significantly enhance its comprehensive capabilities and strengthen its fluorochemical industry chain [6] Financial Performance Summary - In Q4 2024, the company achieved a revenue of 3.759 billion yuan, a year-on-year increase of 138.14%, but a quarter-on-quarter decrease of 44.29% [4] - The first quarter of 2025 saw a revenue of 3.157 billion yuan, a year-on-year increase of 95.73%, but a quarter-on-quarter decrease of 16.02% [5] - The gross profit margin for Q4 2024 was 19.02%, a decrease of 14.04 percentage points year-on-year [8] - The company expects net profits for 2025-2027 to be 1.242 billion, 1.534 billion, and 1.775 billion yuan respectively, with corresponding P/E ratios of 26.54X, 21.49X, and 18.57X [11] Segment Performance - The high-end fluorine materials segment faced pressure with a gross profit margin decrease of 20.7% year-on-year [7] - The electronic chemicals segment showed strong demand with a gross profit increase of 25.0% year-on-year [7] - The carbon reduction business maintained stable growth, with average prices for copper and nickel catalysts increasing by 5.4% and 12.9% year-on-year, respectively [7] Capacity Expansion and Projects - The company has completed nine projects in 2024, including the establishment of China's first large-scale civil aviation tire production line [10] - Ongoing projects include 18,000 tons of polytetrafluoroethylene resin and 6,000 tons of fluorinated gases, which are expected to contribute to new profit growth [10]

Summary of the Conference Call for Haohua Technology Company Overview - **Company**: Haohua Technology - **Industry**: Fluorochemical and Electronic Chemical Industry Key Points and Arguments Industry Performance - The fluorochemical sector of Sinochem Blue Sky is experiencing a dual situation, with refrigerant product prices remaining high, significantly contributing to profit growth. However, competition in PTFE, fluorinated rubber, and PVDF products is intensifying, leading to losses in lithium battery materials, which negatively impacts overall profit levels [2][5][9] - The company has a complete industrial chain and a rich product structure, enhancing its overall risk resistance and profitability [2] Financial Performance - In Q1 2025, the revenue from basic chemicals was approximately 900 million RMB, and refrigerant revenue was about 600 million RMB. The gross margin for the refrigerant business was close to 95%, accounting for about 47% of Blue Sky's revenue. The average gross margin for the quarter was 43.4%, an increase of 16 percentage points from Q4 of the previous year [2][8] - Lithium battery materials and fluoropolymer businesses negatively impacted overall performance in Q1 2025, with gross margin contributions of -11% and -5.5%, respectively, dragging down profits by nearly 16% [9] Business Segments - The special products segment saw a significant decline in performance in 2024, with Q1 2025 orders still not ideal. However, the expected increase in defense budgets is anticipated to improve this segment in the future [2][13] - The fluorochemical segment's performance is mixed, with refrigerant prices maintaining high levels, while PTFE and fluorinated rubber face increased competition, affecting profitability [5][9] Strategic Focus - Haohua Technology is focusing on its 3+1 core businesses: high-end fluorinated materials, electronic chemicals, high-end manufacturing chemicals, and carbon reduction. The aerospace application in high-end manufacturing is expected to be a significant source of future profits [2][6][30] - The company aims to enhance its core competitiveness through research institutions and optimize product structure and technological innovation for steady growth [7][30] Future Outlook - The integration of Sinochem Blue Sky has significantly strengthened Haohua Technology's capabilities, with 4.5 billion RMB in raised funds expected to accelerate project construction and improve lithium battery business margins [4][29] - The company is optimistic about the future, with expectations of stable profitability despite market competition, and plans to enhance the quality of development across all business segments [30][31] Additional Insights - The special products business, although only accounting for 8%-10% of revenue, contributes significantly to gross profit (16%-20%) and is crucial for the company [14] - The defense budget increase to about 7% of GDP is seen as a positive signal for the special products segment, indicating potential future demand [17] - The electronic chemicals business showed strong growth in Q1 2025, with revenues reaching 226 million RMB, a 23% increase year-on-year [27][28] Competitive Landscape - The competition in the specialty chemicals sector has intensified, but Haohua Technology's long-term technical accumulation and operational model provide a competitive edge [24][25] This summary encapsulates the key insights from the conference call, highlighting the company's performance, strategic focus, and future outlook within the fluorochemical and electronic chemical industry.

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 Haohua Technology Conference Call Company Overview - **Company**: Haohua Technology - **Industry**: Fluorochemical and Specialty Chemicals Key Financial Performance - **Q1 2025 Revenue**: 3.157 billion CNY, up 10.96% YoY [2][3] - **Q1 2025 Net Profit**: 214 million CNY, up 21.67% YoY [2][3] - **Total Assets (2024)**: 30.151 billion CNY [3] - **Net Assets (2024)**: 17.119 billion CNY [3] - **2024 Revenue**: 13.966 billion CNY [3] - **2024 Net Profit**: 1.105 billion CNY, YoY growth of 7.6% [14] Business Segment Performance Refrigerant Segment - **Q1 2025 Revenue**: Approximately 686 million CNY, with a gross profit nearing 300 million CNY, doubling YoY [2][7] - **Average Price**: 42,000-43,000 CNY/ton, up 13,000 CNY YoY, outperforming competitors [4][6] - **Gross Margin**: Increased by 16 percentage points to 43% [2][7] - **Key Factors**: Product structure differences and higher quota utilization efficiency [6] Polymer Segment - **Q1 2025 Loss**: Nearly 10 million CNY, a reduction of about 50 million CNY YoY [2][10] - **Overall Performance**: Poor gross margin situation, with significant losses expected to continue [8][16] - **2024 Loss**: Approximately 45 million CNY, a decline of nearly 200 million CNY YoY [16] Electrolyte Segment - **Q1 2025 Loss**: Approximately 24 million CNY, with a 50% increase in losses YoY [2][7] - **Lithium Hexafluorophosphate**: Mostly for self-use, showing relatively better performance [7] High-end Manufacturing Segment - **Q1 2025 Gross Margin**: Decreased by 18.6% to 8.7% due to policy factors and inventory buildup [2][20] - **Net Profit Decline**: Approximately 11% YoY [21] Specialty Chemicals Segment - **Current Status**: Affected by pricing mechanism changes, but showing signs of gradual improvement [22][23] Market Dynamics - **Fluorochemical Industry**: Characterized by uneven performance, with some segments like electrolytes improving while polymers struggle [6][8] - **Investment Returns**: Stable returns from joint ventures closely related to the fluorochemical industry [11] Future Outlook - **Refrigerant Business**: Expected to continue its upward trend, indicating a long-term growth cycle [40] - **Polymer Market**: Currently under pressure but anticipated to improve in the coming years [17] - **High-end Manufacturing**: Expected to stabilize and grow, supported by government spending on defense [25] Challenges and Risks - **Depreciation Impact**: New projects entering depreciation periods expected to increase depreciation by over 30% [4][18] - **Pressure from Non-refrigerant Fluorochemical Businesses**: Facing cyclical downturns and depreciation impacts [39] Additional Insights - **Inventory Increase**: Due to demand recovery in specialty products, leading to stockpiling [28] - **Engineering Orders**: Close to 4 billion CNY, sufficient to support operations for the next 2-3 years [33] - **Catalyst Project**: Expected to boost demand as new projects come online [34] Conclusion Haohua Technology is navigating a mixed performance landscape across its business segments, with strong growth in refrigerants but challenges in polymers and high-end manufacturing. The company is poised for potential recovery in several areas, supported by strategic investments and market dynamics.

Investment Rating - The report maintains a "Positive" outlook on the chemical industry, highlighting the recovery at the bottom of the cycle and the focus on undervalued high-growth stocks [1]. Core Insights - The macroeconomic assessment of the chemical industry indicates a stabilization in oil prices due to geopolitical factors and OPEC+ production increases, while coal prices are expected to decline in the medium to long term. Natural gas prices are fluctuating at the bottom [3][4]. - The report forecasts a gradual recovery in profitability for the chemical sector in Q1 2025, driven by terminal inventory replenishment and improved demand, despite ongoing construction projects peaking and declining [3]. - The overall revenue for the chemical sector in 2024 is projected to reach 2.0601 trillion yuan, a 3% year-on-year increase, while net profit is expected to decline by 3% to 109.8 billion yuan, aligning with market expectations [3]. Summary by Sections Industry Dynamics - Current oil prices are influenced by the easing of the Russia-Ukraine conflict and U.S. tariff policies, with Brent crude averaging $80.93 per barrel in 2024, down 2% year-on-year. NYMEX natural gas futures are expected to average $2.41 per million British thermal units, down 10% year-on-year [3][4]. - The chemical industry is experiencing a "V"-shaped recovery in market conditions, with Q1 2025 revenue reaching 496.9 billion yuan, a 6% increase year-on-year, and net profit rising by 9% year-on-year to 32.8 billion yuan [3]. Investment Analysis - The report suggests focusing on traditional cyclical stocks with strong fundamentals, such as Wanhua Chemical and Hualu Chemical, as well as growth stocks in semiconductor materials and OLED technologies [3]. - The tire industry is expected to benefit from domestic demand recovery and cost reductions, with companies like Sailun Tire and Linglong Tire highlighted for potential investment [3]. - The report emphasizes the importance of identifying undervalued stocks with growth potential in the chemical sector, particularly in segments like agricultural chemicals and specialty chemicals [3]. Price and Inventory Changes - The report notes that the chemical industry is experiencing a gradual recovery in price differentials, with PPI data showing a slow recovery from negative values towards zero [3][4]. - The report highlights the importance of monitoring inventory levels and price movements in key chemical products, as these factors will influence future profitability and investment opportunities [3][4].