上海融力天闻律师事务所关于上海氯碱化工股份有限公司 2025 年第一次临时股东大会的法律意见书 融 2025 非诉第 0193 号 致：上海氯碱化工股份有限公司 关于上海氯碱化工股份有限公司 2025 年第一次临时股东大会的 法律意见书 上海融力天闻律师事务所 二〇二五年九月 上海融力天闻律师事务所（以下简称"本所"）接受上海氯碱化工股份有限 公司（以下简称"公司"）委托，指派袁晨律师、纪墨律师（以下简称"本所律 师"）参与见证了公司于 2025 年 9 月 2 日召开的 2025 年第一次临时股东大会（以 下简称"本次股东大会"）。 本所律师依据《中华人民共和国证券法》《中华人民共和国公司法》《上市 公司股东会规则》《上市公司治理准则》《律师事务所从事证券法律业务管理办 法》《律师事务所证券法律业务执业规则（试行）》等法律法规、规范性文件及 公司现行有效的《上海氯碱化工股份有限公司章程》（以下简称"《公司章程》"）、 的规定和要求，出具本法律意见书。 本所律师仅对本次股东大会的召集程序、召开程序、出席会议人员资格、召 集人资格、表决程序和表决结果发表法律意见，不对本次股东大会所审议的议案、 议案所涉及的内容 ...

证券代码：600618 900908 证券简称：氯碱化工 氯碱 B 股 公告编号：2025-021 上海氯碱化工股份有限公司 2025年第一次临时股东大会决议公告 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。 (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。 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 9 月 2 日 | 其中：A | 股股东持股占股份总数的比例（%） | 47.0724 | | --- | --- | --- | | | 境内上市外资股股东持股占股份总数的比例（%） | 3.8535 | (二)股东大会召开的地点：上海市徐家汇路 560 号 2101 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 | 304 | | --- | --- | | 其中：A 股股东人数 | 238 | | 境内上市外资股股东人数（B 股） | 66 | | 2、出席会议的股东 ...

Core Insights - Chlor-alkali Chemical (600618) reported a net profit increase of 21.09% year-on-year for the first half of 2025, despite a decline in total revenue [1] - The company's total revenue for the period was 3.577 billion yuan, down 8.1% from the previous year, while the net profit attributable to shareholders reached 443 million yuan [1] Financial Performance Summary - Total revenue for 2025 was 3.577 billion yuan, a decrease of 8.1% compared to 4.893 billion yuan in 2024 [1] - Net profit attributable to shareholders increased to 443 million yuan, up 21.09% from 366 million yuan in 2024 [1] - Gross margin decreased to 16.0%, down 8.86% from 17.56% in the previous year [1] - Net margin improved to 12.38%, an increase of 20.0% from 10.31% [1] - Total expenses (selling, administrative, and financial) amounted to 96.0452 million yuan, representing 2.68% of revenue, a decrease of 23.83% [1] - Earnings per share rose to 0.38 yuan, up 21.08% from 0.32 yuan [1] - Operating cash flow per share increased significantly to 0.4 yuan, a rise of 73.85% from 0.23 yuan [1] Balance Sheet Changes - Cash and cash equivalents increased by 28.86% to 2.513 billion yuan [1] - Interest-bearing debt surged by 180.75% to 1.081 billion yuan [1] - Accounts receivable rose by 14.13% to 289 million yuan [1] - The company's net asset value per share increased to 7.7 yuan, up 8.25% from 7.11 yuan [1] Cash Flow Analysis - Net cash flow from operating activities increased by 73.85%, attributed to higher sales receipts and lower tax payments [3] - Cash flow from investing activities saw a significant decline of 11376.69%, due to increased payments for long-term asset acquisitions [3] - Cash flow from financing activities increased by 130.23%, driven by higher project loans [3] Business Evaluation - The company's return on invested capital (ROIC) was 8.38%, indicating average capital returns [3] - Historical data shows a median ROIC of 13.09% over the past decade, with a notable low of -8.62% in 2016 [3] - The company has reported losses in four out of 32 annual reports since its listing, suggesting a generally average investment profile [3]

Core Viewpoint - The company has released its unaudited half-year report for 2025, ensuring the accuracy and completeness of the information provided, and confirming that there are no significant omissions or misleading statements [1][6][10]. Group 1: Company Overview - The company is Shanghai Chlor-Alkali Chemical Co., Ltd., with stock codes 600618 and 900908, and it operates in the chemical industry [6]. - The board of directors and all members have confirmed their attendance at the board meeting where the half-year report was approved [2]. Group 2: Financial Data - The half-year report includes key financial data, although specific figures for production, sales, and revenue are not detailed in the provided text [5]. - The self-consumption of chlorine products for the first half of 2025 was reported at 226,070 tons [6]. Group 3: Important Matters - There were no significant changes in the company's operational situation during the reporting period, nor were there any events that would have a major impact on the company's operations [7]. - The company has not distributed profits or increased capital during the reporting period [4]. Group 4: Board and Supervisory Committee Decisions - The board and supervisory committee have both approved the half-year report and its summary, confirming compliance with relevant laws and regulations [11][17]. - The board also reviewed a risk assessment report regarding Shanghai Huayi Group Financial Co., Ltd., ensuring due diligence in evaluating the financial company's qualifications and risks [13][17].

Core Viewpoint - Shanghai Chlor-Alkali Chemical Co., Ltd. is holding a shareholders' meeting to ensure the protection of shareholders' rights and maintain the order and efficiency of the meeting [3][4]. Group 1: Shareholders' Meeting Guidelines - The meeting will have a secretariat responsible for its organization [4]. - Shareholders have the right to speak, inquire, and vote, but must also fulfill their legal obligations [4]. - Shareholders wishing to speak must register 15 minutes before the meeting and provide proof of shareholding [4]. - The meeting will not distribute gifts, and all expenses related to attendance will be borne by the shareholders [4][5]. - The meeting will be held on September 2, 2025, at 2:30 PM at a specified location in Shanghai [5]. Group 2: Amendments to Company Regulations - The company will no longer have a supervisory board; its functions will be transferred to the audit committee of the board of directors [5][6]. - Amendments to the articles of association will reflect this change and other related adjustments [5][6]. - The articles of association will now emphasize the legal rights and obligations of the company, shareholders, and management [7][8]. Group 3: Voting and Decision-Making - The meeting will include a voting session where shareholders can express their opinions and vote on the proposed amendments [6]. - The results of the voting will be announced at the end of the meeting, along with legal opinions from the attending lawyers [6]. Group 4: Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and other benefits according to their shareholding [13]. - They have the right to supervise the company's operations and propose suggestions or inquiries [13]. - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [20][21].

Core Points - The board of directors of Shanghai Chlor-Alkali Chemical Co., Ltd. held its 19th meeting of the 11th session on August 12, 2025, and approved several resolutions [1][2] - The company has prepared its 2025 semi-annual report and summary in accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange [1] - The board also approved a risk assessment report regarding Shanghai Huayi Group Financial Co., Ltd., which included an evaluation of its operational qualifications and financial status [1][2] Summary by Sections Meeting Details - The meeting was convened with 7 votes in favor, 0 against, and 0 abstentions, complying with the Company Law and the Articles of Association [1][2] Financial Reporting - The 2025 semi-annual report and its summary were reviewed and approved, with details available on the Shanghai Stock Exchange website [1] Risk Assessment - A risk assessment report on Shanghai Huayi Group Financial Co., Ltd. was prepared after reviewing its financial documents and operational qualifications, and it was also approved by the independent directors [1][2]

Core Viewpoint - The supervisory board of Shanghai Chlor-Alkali Chemical Co., Ltd. has approved the 2025 semi-annual report and a risk assessment report regarding Shanghai Huayi Group Financial Co., Ltd., confirming compliance with legal and regulatory requirements [1][2]. Group 1: Semi-Annual Report - The supervisory board convened on August 22, 2025, to review the 2025 semi-annual report, which was deemed to have been prepared in accordance with relevant laws and regulations, ensuring the report's authenticity and completeness [1]. - The voting results for the semi-annual report were unanimous, with 5 votes in favor and no votes against or abstaining [2]. Group 2: Risk Assessment Report - The company conducted a risk assessment of Shanghai Huayi Group Financial Co., Ltd., reviewing its business qualifications and financial status based on its operating license and financial reports for the first half of 2025 [2]. - The risk assessment report was also approved unanimously by the supervisory board, with 5 votes in favor and no votes against or abstaining [2].

Group 1 - The company reported its production, sales, and revenue for major products in the first half of 2025, with significant figures for PVC, caustic soda, and chlorine products [1] - The sales volume for PVC products was 195.78 thousand tons, with a production of 190.08 thousand tons and revenue of 877.70 million yuan [1] - Caustic soda sales reached 504.79 thousand tons, production was 473.44 thousand tons, generating revenue of 1,292.29 million yuan [1] - Chlorine products had a sales volume of 862.14 thousand tons, production of 630.87 thousand tons, and revenue of 1,052.58 million yuan [1] Group 2 - The average selling price for PVC in the first half of 2025 was 4,617.55 yuan per ton, a decrease of 10.96% compared to the same period in 2024 [1] - The average selling price for caustic soda increased by 10.02% to 2,729.58 yuan per ton [1] - The average selling price for chlorine products decreased by 8.71% to 1,668.46 yuan per ton [1] Group 3 - The average purchase price for key raw materials in the first half of 2025 showed a slight decrease for salt at 369.08 yuan per ton, down 1.95% from 2024 [1] - The average price for ethylene was 6,060.69 yuan per ton, a decrease of 6.09% [1] - The average price for electrolytic electricity was 0.56 yuan per ton, down 6.67% [1] Group 4 - There were no other significant events affecting the company's production and operations during the reporting period [1]

Core Viewpoint - The risk assessment report on Shanghai Huayi Group Financial Co., Ltd. indicates that the company has a sound risk management framework and operates within regulatory requirements, with no significant deficiencies identified in its risk control systems [16]. Group 1: Company Overview - Shanghai Huayi Group Financial Co., Ltd. was established in August 2012 with an initial registered capital of 300 million RMB, which has been increased to 1 billion RMB through several rounds of capital increases [2]. - The company is a limited liability company that provides various financial services, including deposit acceptance, loan processing, and financial consulting [2]. Group 2: Risk Management Framework - The company has established a comprehensive risk management structure that includes a board of directors, supervisory board, and senior management, ensuring clear responsibilities and effective governance [3][4]. - A multi-layered risk management system is in place, with various departments acting as first, second, and third lines of defense against risks [5]. Group 3: Risk Identification and Monitoring - The main risks faced by the company include credit risk, market risk, and interest rate risk, particularly in its lending and investment activities [5][6]. - As of June 30, 2025, all self-operated credit assets were classified as normal, indicating effective risk monitoring and management [6]. Group 4: Operational Performance - As of June 30, 2025, the total assets of the company amounted to 24.16 billion RMB, a decrease of 4.56% from the beginning of the year [14]. - The total liabilities were reported at 15.25 billion RMB, with a profit of 88.64 million RMB, down from 98.45 million RMB in the same period of the previous year [14]. Group 5: Regulatory Compliance - The company meets all regulatory requirements, with a capital adequacy ratio of 14.39% and a loan provision coverage ratio of 2.98%, both of which satisfy regulatory standards [15][14]. - The company has not identified any significant deficiencies in its risk control systems related to financial reporting, credit, or information management as of June 30, 2025 [14]. Group 6: Financial Transactions with Related Parties - As of June 30, 2025, the company had a deposit balance of 683.68 million RMB and a loan balance of 976.28 million RMB with Huayi Financial, which complies with the agreed limits [16]. - The company has not experienced any delays in payments due to insufficient cash or credit positions, indicating good liquidity and financial service support from Huayi Financial [16].

Core Viewpoint - The report indicates that Shanghai Chlor-Alkali Chemical Co., Ltd. experienced a decline in revenue but an increase in net profit during the first half of 2025, reflecting a complex market environment with fluctuating prices and demand dynamics [2][3]. Company Overview and Financial Indicators - The company reported a total revenue of CNY 3.58 billion, a decrease of 8.10% compared to the same period last year [2]. - The total profit amounted to CNY 478 million, showing a slight increase of 1.84% year-on-year [2]. - The net profit attributable to shareholders was CNY 443 million, up 21.09% from the previous year [2]. - The net cash flow from operating activities increased by 73.85% to CNY 467 million [2]. - Total assets reached CNY 12.80 billion, an increase of 8.42% from the end of the previous year [2]. Industry and Main Business Situation - The chemical industry faced intensified supply-demand dynamics and frequent price fluctuations, particularly affecting the prices of caustic soda, chlorine products, and PVC [2][3]. - The production capacity for key products includes 1.02 million tons of caustic soda, 600,000 tons of liquid chlorine, and 720,000 tons of dichloroethane [3]. - The PVC market experienced downward pressure due to weak demand and declining cost support, with an average capacity utilization rate of 79.64% [3][7]. Operational Analysis - The company maintained stable and efficient production operations, focusing on lean production and technological innovation [6]. - Significant efforts were made to enhance safety and environmental standards, achieving zero production safety accidents in the first half of 2025 [5]. - The company implemented strategies to optimize sales and procurement in response to market changes, aiming to maximize efficiency [7][8]. Financial Performance and Cost Management - The operating costs decreased by 6.36% to CNY 3.00 billion, while sales expenses increased by 8.71% [9]. - The financial expenses showed a significant change due to increased interest income compared to the previous year [9]. - The company focused on precise budget management and cost control to enhance financial performance [8]. Research and Development - The company emphasized research and development in chlor-alkali products and PVC resin technology, aiming for product upgrades and cost reductions [9]. - A strong marketing platform was established, leveraging the integrated supply chain within the chemical industrial park [9]. Future Outlook - The company is committed to advancing its digital transformation and enhancing operational management capabilities to maintain a competitive edge in the market [9].