近日，公司及相关当事人收到中国证券监督管理委员会山西监管局（以下简 称"山西证监局"）下发的《行政处罚事先告知书》（晋证监处罚字〔2025〕1 号）。 同时，公司从原控股股东华阳集团获悉，华阳集团于同日收到山西证监局下发的 《行政处罚事先告知书》（晋证监处罚字〔2025〕2 号），现将相关具体内容公告 如下： 一、公司收到的《行政处罚事先告知书》（晋证监处罚字〔2025〕1 号）主 要内容 "阳煤化工股份有限公司、朱壮瑞、马军祥、程计红、高峰杰： 证券代码：600691 证券简称：阳煤化工 公告编号：临 2025-033 阳煤化工股份有限公司关于公司及原控股股东 华阳新材料科技集团有限公司收到中国证券监督管 理委员会山西监管局《行政处罚事先告知书》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。 阳煤化工股份有限公司（以下简称"公司"）于 2025 年 6 月 25 日披露了《阳 煤化工股份有限公司关于公司及原控股股东华阳新材料科技集团有限公司收到 中国证券监督管理委员会立案告知书的公告》（公告编号：临 2025- ...

Core Viewpoint - Yangmei Chemical (600691) has experienced a slight increase in stock price, closing at 2.36 yuan as of June 27, 2025, reflecting a 0.85% rise from the previous week [1] Group 1: Stock Performance - As of June 27, 2025, Yangmei Chemical's stock closed at 2.36 yuan, up from 2.34 yuan the previous week, with a weekly high of 2.53 yuan and a low of 2.31 yuan [1] - The company's current total market capitalization is 5.607 billion yuan, ranking 33rd out of 57 in the agricultural chemical sector and 2696th out of 5151 in the A-share market [1] Group 2: Shareholder Changes - On June 24, 2025, Yangmei Chemical announced that its shareholder, Shanxi Lu'an Chemical Co., Ltd., increased its holdings by 2.1042 million shares, representing 0.0886% of the company's total share capital, during a period when the stock price decreased by 2.87% [2] Group 3: Regulatory Issues - On June 25, 2025, Yangmei Chemical disclosed that it is under investigation by the China Securities Regulatory Commission for suspected violations of securities laws and regulations related to information disclosure [3] Group 4: Company Announcements - The 2024 annual general meeting of Yangmei Chemical was held on June 24, 2025, with 480 shareholders and representatives present, representing 691,116,369 shares, or 29.0876% of the total voting shares [4] - The meeting approved nine resolutions, including the 2024 annual report, financial statements, profit distribution plan, and adjustments to expected related party transactions for 2025, with high approval rates from shareholders [4][6] - The legal compliance of the meeting's procedures and results was confirmed by Beijing Jincheng Tongda & Neal Law Firm [4]

Core Viewpoint - The company is undergoing a transformation towards strategic emerging industries, particularly focusing on hydrogen energy and equipment manufacturing, while also benefiting from the ongoing state-owned enterprise reform in Shanxi Province [5][7][8]. Group 1: Shareholder Actions - The controlling shareholder, Shanxi Luan Chemical Co., Ltd., increased its stake in the company by purchasing 2.1 million shares, representing 0.09% of the total share capital, for a total of 5 million yuan [2]. - The controlling shareholder plans to invest between 50 million yuan and 100 million yuan in the company over the next 12 months, aiming to acquire up to 2% of the total share capital [4]. Group 2: Company Name Change - The company has proposed to change its name to Shanxi Luan Chemical Technology Co., Ltd. and its stock abbreviation to Luanhua Technology, pending approval from the shareholders' meeting [3]. Group 3: Strategic Transition - The company is transitioning towards strategic emerging industries, with a strong emphasis on hydrogen energy and equipment manufacturing, following the completion of the controlling shareholder change in December 2024 [5]. - The company has been phasing out outdated production capacity in response to government policies, which aligns with its new strategic direction [5]. Group 4: Benefits from State-Owned Enterprise Reform - The ongoing state-owned enterprise reform in Shanxi Province is expected to enhance governance efficiency and business optimization for the company, which is a state-owned enterprise [7]. - As of November 2024, the reform progress in Shanxi has exceeded 65%, with plans to complete 70% of the main tasks by the end of the year [7]. Group 5: Synergies with Controlling Shareholder - The controlling shareholder, Luan Chemical, is one of the four major state-owned energy groups in Shanxi, involved in various sectors including chemicals, coal, and clean energy [8]. - The company is expected to leverage the successful experiences of its controlling shareholder to drive high-quality development through smart and digital transformation in its core chemical and hydrogen energy businesses [8].

Core Viewpoint - Yangmei Chemical is under investigation by the China Securities Regulatory Commission (CSRC) for allegedly failing to disclose non-operating fund transactions as required by law [2][3]. Group 1: Investigation Details - Yangmei Chemical received a notice from the CSRC regarding the investigation due to suspected non-disclosure of non-operating fund transactions [2]. - The investigation is linked to its former controlling shareholder, Huayang Group, which allegedly occupied funds from Yangmei Chemical in 2021 [3]. - Yangmei Chemical has stated that all involved funds have been returned and that it has not yet received a conclusive opinion from the CSRC regarding the investigation [3][4]. Group 2: Financial Performance - Yangmei Chemical has reported significant financial losses, with projected revenues of 13.62 billion yuan and 10.89 billion yuan for 2023 and 2024, respectively, representing year-on-year declines of 20.05% and 20.01% [6]. - The company is expected to incur net losses of 1.366 billion yuan and 681 million yuan for the same years, with a total loss of 2.047 billion yuan over two years [6]. - The first quarter of 2025 also shows a revenue decline of 15.11% with a net loss of 140 million yuan [6]. Group 3: Strategic Transition - Yangmei Chemical is seeking to transform its business model by accelerating smart manufacturing and expanding into the hydrogen energy sector [7]. - In December 2024, Huayang Group transferred 24.19% of its shares in Yangmei Chemical to Shanxi Lu'an Chemical, which is expected to enhance the company's strategic transformation [7]. - The hydrogen energy market is viewed positively for its future growth potential, despite current profitability challenges in the sector [7][8].

Investment Rating - The report maintains an "Increase" rating for the company [1] Core Views - The major shareholder's increase in holdings reflects confidence in the company's development and aims to stabilize the stock price and protect shareholder interests [7] - The company plans to change its name to Shanxi Lu'an Chemical Technology Co., Ltd. to deepen its industrial transformation and align with its strategic direction towards technology-driven development [6][8] - The company is expected to benefit from the ongoing state-owned enterprise reform in Shanxi Province, which aims to enhance governance efficiency and optimize business operations [10][11] Summary by Sections Shareholder Actions - The controlling shareholder, Shanxi Lu'an Chemical Co., Ltd., increased its stake by purchasing 2.1 million shares, representing 0.09% of the total share capital, for a total of 5 million yuan [5] Business Transformation - The company is transitioning towards strategic emerging industries, focusing on hydrogen energy and equipment manufacturing, with significant investments in these areas [8][9] - The name change to "Lu'an Technology" is intended to clarify the company's future direction and enhance its core competitiveness [8] Financial Performance and Forecast - The company is projected to incur a loss of 680 million yuan in 2024, with a gradual recovery expected in subsequent years, reaching a net profit of 55 million yuan by 2027 [12] - The report anticipates improvements in the company's main business performance, supported by the controlling shareholder's backing for business transformation [12] Industry Context - The ongoing state-owned enterprise reform in Shanxi is expected to provide the company with opportunities for governance improvements and business optimization [10][11]

Core Viewpoint - Yangmei Chemical Co., Ltd. is under investigation by the China Securities Regulatory Commission (CSRC) for failing to disclose non-operating fund transactions as required by regulations, which is linked to its former controlling shareholder, Huayang Group [1][3][4]. Group 1: Investigation and Corporate Changes - The CSRC has issued a notice of investigation against Yangmei Chemical due to alleged non-disclosure of non-operating fund transactions, which stemmed from Huayang Group's occupation of Yangmei's funds [1][3]. - Yangmei Chemical plans to change its name to Shanxi Luan Chemical Technology Co., Ltd. and its stock abbreviation to "Luhua Technology" [1]. - Luan Chemical Company intends to increase its stake in Yangmei Chemical by 0.09% following the change in control [1]. Group 2: Shareholder Transition - The transition of controlling shareholders from Huayang Group to Luan Chemical Company has been a lengthy process, taking four years to complete [4]. - The share transfer was finalized in late 2024, with Luan Chemical directly holding 24.19% of Yangmei Chemical's shares [4]. Group 3: Financial Performance - Yangmei Chemical has faced significant financial pressure, with revenues declining from 170.36 billion yuan in 2022 to 108.95 billion yuan in 2024, representing a decrease of 9.08%, 20.05%, and 20.01% year-on-year [8][9]. - The company reported net profits of 0.70 billion yuan in 2022, followed by losses of 13.66 billion yuan in 2023 and 6.81 billion yuan in 2024, totaling a loss of 20.47 billion yuan over two years [8][9]. - The decline in revenue is attributed to the downturn in the chemical industry, price fluctuations, and the shutdown of a subsidiary, with major products like urea and PVC experiencing low prices [9]. Group 4: Market Outlook - The entry of the new controlling shareholder is seen as a potential catalyst for accelerating Yangmei Chemical's industrial transformation [6]. - The company continues to face challenges in a competitive market, with excess capacity and low prices threatening its profitability [9][10].

Core Viewpoint - Yangmei Chemical (600691.SH) and its former controlling shareholder Huayang New Materials Technology Group have been investigated by the China Securities Regulatory Commission (CSRC) for failing to disclose non-operating fund transactions as required [2][3] Group 1: Investigation and Company Response - On June 25, both Yangmei Chemical and Huayang New Materials received a notice of investigation from the CSRC due to suspected non-disclosure of non-operating fund transactions [2] - Yangmei Chemical stated that it will actively cooperate with the CSRC during the investigation and will adhere to relevant laws and regulations regarding information disclosure [3] - A representative from Yangmei Chemical confirmed that the involved funds have been fully returned and that the company's production and business activities are normal [3] Group 2: Company Performance and Financial Data - Yangmei Chemical has experienced poor financial performance in recent years, with a revenue of 17.036 billion yuan in 2022, a year-on-year decrease of 9.08%, and a net profit of 70.07 million yuan, down 83.80% [4] - In 2023, the company's revenue further declined to 13.621 billion yuan, a 20.05% decrease, resulting in a net loss of 1.366 billion yuan compared to a profit of 70.07 million yuan in the previous year [4] - The decline in performance was attributed to a deteriorating market environment, leading to significant price drops in key products such as PVC, caustic soda, and phosphorus trichloride, along with substantial asset impairments from subsidiary operations [4] - In 2024, Yangmei Chemical reported revenue of 10.895 billion yuan, a 20.01% decrease, and a net loss of 681 million yuan, although the loss narrowed by 50.15% year-on-year [4] - The company has implemented strategic adjustments focusing on core operations, technology upgrades, production optimization, cost reduction, and debt restructuring to mitigate losses [4] Group 3: Recent Quarterly Performance - In the first quarter of 2025, Yangmei Chemical's revenue was 2.34 billion yuan, down 15.11% from 2.757 billion yuan in the same period last year [6] - The net loss for the first quarter of 2025 was 140 million yuan, representing a year-on-year increase in losses of 273.54% [6] - The decline in revenue and profit was primarily due to falling prices in the chemical product market [6]

Core Viewpoint - Yangmei Chemical is under investigation by the regulatory authority due to the former controlling shareholder's fund occupation issue, which has led to significant financial losses and a strategic shift towards transformation [1][3][5]. Financial Performance - Yangmei Chemical has experienced continuous revenue decline since 2022, with projected total losses exceeding 2 billion yuan for 2023 and 2024 [1][6]. - The company's revenue figures for 2022, 2023, and 2024 are 17.036 billion yuan, 13.621 billion yuan, and 10.895 billion yuan, reflecting year-on-year decreases of 9.08%, 20.05%, and 20.01% respectively [5][6]. - The net profit attributable to shareholders for the same years shows a drastic drop from 70 million yuan in 2022 to losses of 1.366 billion yuan in 2023 and 681 million yuan in 2024 [5][6]. Corporate Restructuring - Yangmei Chemical is actively pursuing industrial transformation, with a new controlling shareholder, Lu'an Chemical, set to take over in December 2024 [2][6]. - The company announced a name change to Shanxi Lu'an Chemical Technology Co., Ltd., signaling a strategic shift under new management [2][7]. - The company is focusing on optimizing its industrial layout and has made advancements in hydrogen energy technology, including the development of a green methanol synthesis device [6][7]. Market Context - The chemical industry has faced challenges due to insufficient effective demand and price volatility of raw materials, impacting Yangmei Chemical's product pricing and overall performance [5][6]. - The global demand for clean energy is rising, positioning hydrogen energy as a promising market opportunity for Yangmei Chemical [6][7].

Meeting Overview - The shareholders' meeting of Yangmei Chemical Co., Ltd. was held on June 24, 2025, at the Lu'an Days Hotel in Taiyuan, Shanxi Province [1] - The meeting was presided over by Chairman Ma Junxiang, and the voting procedures complied with the Company Law and the Articles of Association [1] Voting Results - All non-cumulative voting proposals were approved with significant support from shareholders, with A-share votes showing a high approval rate of over 97% [1][2] - Specific voting results included: - Proposal 1: 675,978,691 votes in favor (97.8096%), 1,077,184 votes against (2.0344%), and 14,060,494 abstentions [1] - Proposal 2: 675,991,191 votes in favor (97.8114%), 14,027,994 votes against (2.0297%), and 1,097,184 abstentions [1] - Proposal 3: 675,988,391 votes in favor (97.8110%), 14,051,794 votes against (2.0332%), and 1,076,184 abstentions [1] Major Proposals - The meeting included discussions on significant matters such as the annual report for 2024 and the distribution of profits [2][3] - The proposal to appoint the financial auditing firm for 2025 was also approved, indicating a focus on maintaining financial oversight [3] Legal Compliance - The lawyers present confirmed that the meeting's procedures adhered to the relevant laws and regulations, ensuring the legitimacy of the voting process and the qualifications of the attendees [3]

6月24日，阳煤化工股份有限公司（以下简称"阳煤化工"）2024年年度股东大会在山西太原召开，不少 中小股东专程从外地赶来参加，与公司高管深度交流企业相关情况。 目前，中国氢能产业正迎来政策驱动的加速发展期。2025年1月1日，我国首部《能源法》正式实施，首 次将氢能纳入能源范畴管理，与煤炭、石油等资源并列，从法律层面明确"国家积极有序推进氢能开发 利用"。随着氢能战略地位的提升，产业链相关企业有望持续受益于政策红利，实现估值重塑。 值得一提的是，阳煤化工旗下子公司阳煤化机长期布局氢能及新能源装备制造领域，确立了可持续发展 的战略规划，首选"无碳能源"发展新质生产力，探索推进"灯塔工厂"建设。在绿色新能源与煤化工装备 的耦合领域，阳煤化机与国家电投共同研发了国内首套年产100吨CO2加氢制绿色甲醇合成撬装置，首 次实现了绿色甲醇工艺的产业化示范。基于领先的技术优势，阳煤化机入选国家级服务型制造示范企 业、国家级绿色工厂和山西省高端装备制造产业链的链核企业。 在本次股东大会上，阳煤化工相关负责人着重介绍了公司聚焦新质生产力、聚焦绿色低碳发展、聚焦主 业发展的"三个聚焦"产业布局。在聚焦主业方面，上述相关负责人以 ...