■ 《公司章程》中其他条款和引用条款序号相应顺序调整。 2025年12月6日 天津渤海化学股份有限公司 董 事 会 除上述修订内容外，《公司章程》其他条款不变。修订后的《公司章程》详见上海证券交易所网站 （www.sse.com.cn）。该事项尚需提交公司股东大会审议，本次修订后的《公司章程》自股东大会审议 通过之日起生效实施。 特此公告。 ...

2025年第四次临时股东大会 (二)股东大会召集人：董事会 证券代码：600800 证券简称：渤海化学 公告编号：2025-058 天津渤海化学股份有限公司 关于召开2025年第四次临时股东大会的通知 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： (一)股东大会类型和届次 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025年12月22日 14点 00分 召开地点：公司会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025年12月22日 至2025年12月22日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东大会召开当日的交易时间 段，即9:15-9:25，9:30-11:30，13:00-15:00；通过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资 ...

Core Points - The China Securities Regulatory Commission (CSRC) is soliciting public opinions on the draft of the "Regulations on the Supervision and Administration of Listed Companies" [5] - The National Financial Regulatory Administration has adjusted risk factors related to insurance companies' investment in stocks and insurance businesses [2][3] Group 1: Regulatory Changes - The risk factor for stocks held by insurance companies for over three years in the CSI 300 index has been reduced from 0.3 to 0.27 [3] - The risk factor for stocks held for over two years in the Sci-Tech Innovation Board has been reduced from 0.4 to 0.36 [3] - The premium risk factor for export credit insurance and overseas investment insurance has been lowered from 0.467 to 0.42, and the reserve risk factor from 0.605 to 0.545 [3] Group 2: Company News - Sun Cable announced that its major shareholder, Yili Group, completed a share reduction plan, selling approximately 21.67 million shares, which is 3% of the total share capital [7] - The stock price of Sun Cable has increased by over 90% this year, and it has experienced a "four consecutive limit-up" in recent trading days [7] - Hai Tai Development has decided to terminate its cash acquisition of Zhixue Cloud Technology due to a lack of agreement on key transaction terms [8] - Bo Hai Chemical is planning a major asset sale and related transactions, with its stock set to be suspended from trading starting December 8 [8] - Wan Ke A has decided to forgo its redemption option on a bond with a balance of 1.1 billion yuan, citing current market conditions [10]

Core Viewpoint - The A-share merger and acquisition market remains active, with several companies announcing significant asset restructuring plans, indicating a new wave of M&A activity aimed at supporting economic transformation and enhancing company quality [3][4]. Group 1: M&A Activity - On December 5, Bohai Chemical announced plans to sell 100% of Tianjin Bohai Petrochemical Co., Ltd. and acquire control of Anhui Taida New Materials Co., Ltd., which is expected to constitute a major asset restructuring [4][5]. - Bohai Chemical's stock surged to a limit-up of 5.05 yuan per share, with a total market capitalization of 5.606 billion yuan by the end of trading on December 5 [4]. - Zhongneng Electric announced plans to acquire 65% equity and debt from three companies, which may also constitute a major asset restructuring [9][10]. Group 2: Financial Performance - Bohai Chemical reported a revenue of 2.809 billion yuan for the first three quarters of the year, a year-on-year decrease of 16.82%, and a net loss attributable to shareholders of 579 million yuan [8]. - Zhongneng Electric's stock price increased by 12.76% to 9.28 yuan per share, with a total market capitalization of 5.547 billion yuan on December 5 [12]. Group 3: Transaction Details - The transaction by Bohai Chemical involves both the sale of assets and the issuance of shares to purchase assets, with the sale of Bohai Petrochemical being a wholly-owned subsidiary with a registered capital of 248 million yuan [7][8]. - The proposed acquisition of Anhui Taida New Materials involves negotiations with several identified parties, and the transaction is still in the planning stage [8]. - Zhongneng Electric's acquisition plan includes significant debt obligations, with the potential for substantial financial risk if the acquisition does not proceed as planned [11].

Economic and Market Updates - The U.S. stock market saw slight gains with the Dow Jones up by 0.22%, Nasdaq up by 0.31%, and S&P 500 up by 0.19% [5] - International oil prices increased, with WTI crude oil rising by 0.79% to $60.14 per barrel and Brent crude oil up by 0.82% to $63.78 per barrel [6] - The Nasdaq China Golden Dragon Index rose by 1.29%, with notable gains in Chinese concept stocks such as Baidu up over 5% and Global Data up over 4% [5] Corporate Developments - Netflix announced a deal to acquire Warner Bros. Discovery's film studio and streaming business for $827 billion, with a share value of $27.75 per share, expected to close in Q3 2026 [16][17] - Three rare earth permanent magnet companies, including Jinli Permanent Magnet, Zhongke Sanhuan, and Ningbo Yunsheng, have obtained general export licenses, which will streamline their export processes [16] - Tencent launched its latest language model, Tencent HY2.0, which features significant improvements in pre-training data and reinforcement learning strategies [21] Regulatory and Policy Changes - The China Securities Regulatory Commission released a draft for the "Regulations on the Supervision and Administration of Listed Companies," marking the introduction of a dedicated regulatory framework for listed companies [8][9] - The Ministry of Commerce emphasized the promotion of durable goods consumption and the integration of AI in consumer sectors, aiming to enhance consumer experience and stimulate economic growth [7] Industry Trends - The banking sector is witnessing a trend of increasing deposit rates, with Hangzhou Bank raising its three-year fixed deposit rate to 1.9% for new funds [10] - The electric vehicle market is responding to new regulations, with Yadea clarifying misconceptions about its new national standard models, emphasizing compliance and market adaptation [19][20] - SpaceX is reportedly negotiating an internal share sale that could value the company at $800 billion, with plans for an IPO in the second half of next year [26]

Group 1 - Premier Li Qiang chaired a State Council meeting to discuss energy conservation and carbon reduction efforts, reviewing administrative law enforcement actions and legislative drafts [3] - The U.S. stock market saw slight gains, with the Dow Jones up 0.22%, Nasdaq up 0.31%, and S&P 500 up 0.19%, driven by large tech stocks [3] - International oil prices rose, with WTI crude oil increasing by 0.79% to $60.14 per barrel and Brent crude oil up 0.82% to $63.78 per barrel [4] Group 2 - The Ministry of Commerce emphasized promoting durable goods consumption and integrating AI with consumer activities to enhance market growth [7] - The China Securities Regulatory Commission released a draft for the "Regulations on the Supervision and Administration of Listed Companies," marking the introduction of specific regulatory laws for listed companies [5] - Several banks, including Hangzhou Bank, raised deposit rates, indicating a temporary strategy to attract deposits amid a general trend of declining rates [8] Group 3 - Netflix announced a deal to acquire Warner Bros. Discovery for approximately $82.7 billion, enhancing its market share and content competitiveness [16][17] - The European Union found the social media platform X, owned by Elon Musk, in violation of transparency regulations, imposing a fine of €120 million [18] - Yadi Electric clarified misconceptions regarding new national standards for electric vehicles, emphasizing compliance and product diversity [19] Group 4 - NIO reported legal actions against malicious online accounts that spread false information about the company, resulting in court-ordered compensation and apologies [27][28] - SpaceX is reportedly negotiating an internal share sale that could value the company at $800 billion, with plans for an IPO in the second half of next year [29]

Mergers and Acquisitions - Puyang Huicheng plans to acquire up to 37.0051% equity in Henan Leibaorui New Materials Technology Co., Ltd. for cash, aligning with its long-term strategic goals [1] - Bohai Chemical is planning to sell 100% equity of Tianjin Bohai Petrochemical Co., Ltd. and acquire control of Anhui Taida New Materials Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a major asset restructuring [2] - Zhongneng Electric intends to purchase 65% equity and associated debts in three companies, potentially constituting a major asset restructuring, but will not involve share issuance or change in control [3] Shareholding Changes - New Media Co., Ltd. announced that shareholder Hengqin Hongtu Rongyao plans to reduce its holdings by selling all 251,200 shares, representing 0.11% of the total share capital [4] - Aisheng Co., Ltd. reported that major shareholder Yiwu Qiguang plans to reduce its holdings by up to 3% of the total share capital, equivalent to no more than 63.5175 million shares, within three months after the announcement [5] - Quanxin Hao disclosed that shareholder Jiande Junlin plans to reduce its holdings by up to 5%, amounting to 17.3225 million shares [6] Investment Contracts - Roman Co., Ltd. announced that its subsidiary signed contracts for approximately 448 million yuan in computing power equipment sales and services, including a 292 million yuan procurement contract and additional contracts totaling about 156 million yuan [7]

Group 1: Major Transactions - Bohai Chemical is planning to sell 100% equity of Tianjin Bohai Petrochemical and acquire control of Anhui Taida New Materials through a combination of share issuance and cash payment, leading to a significant asset restructuring [1] - Zhongneng Electric is set to acquire 65% equity and debt from three companies, which may constitute a major asset restructuring but will not involve share issuance or change in control [4] - Hai Tai Development has decided to terminate the acquisition of controlling interest in Zhixueyun Technology due to disagreements on key terms, ensuring no adverse impact on normal business operations [5] Group 2: Performance Updates - Wen's shares reported a sales revenue of 3.324 billion yuan from meat chickens in November, marking a year-on-year increase of 10.18% [6] - Shuguang shares saw a 71.07% year-on-year increase in vehicle sales, totaling 207 units in November [6] - Muyuan shares experienced a decline in sales revenue from commodity pigs, reporting 9.39 billion yuan, a decrease of 20.43% year-on-year [6] - Pengding Holdings reported a 5.58% year-on-year decrease in consolidated revenue for November [6] Group 3: Industry Developments - Xiangxi Dairy reported a 6.3% month-on-month increase in fresh milk production in November, although it saw a year-on-year decline of 6.47% [7] - Baisheng Intelligent plans to acquire 51% equity in Zhongke Shengu, which focuses on the research and application of core technologies for embodied intelligent robots [7]

Mergers and Acquisitions - Puyang Huicheng plans to acquire up to 37.0051% equity in Henan Leibaorui New Materials through cash payment, aligning with its long-term strategic goals [1] - Bohai Chemical is planning to sell 100% equity of Tianjin Bohai Petrochemical and acquire control of Anhui Taida New Materials through a combination of share issuance and cash payment, which is expected to constitute a major asset restructuring [2] - Zhongneng Electric intends to purchase 65% equity and associated debts in three companies, which may constitute a major asset restructuring but will not involve share issuance or change in control [3] Shareholding Changes - New Media Co. shareholder Hongqin Hongtu Rongyao plans to reduce its holdings by selling all 251,200 shares, representing 0.11% of the total share capital [4] - Aisheng Co. shareholder Yiwu Qiguang plans to reduce its holdings by up to 3% of the total share capital, equating to no more than 63,517,500 shares, within three months after the announcement [5] - Quanxin Hao's shareholder Jiande Junlin plans to reduce its holdings by up to 1,732,250 shares, which is 5% of the total share capital [6] Investment Contracts - Roman Co.'s subsidiary signed contracts worth approximately 448 million yuan for the sale and service of computing power equipment, including a 292 million yuan procurement contract and additional contracts totaling about 156 million yuan [7]

Core Viewpoint - Bohai Chemical is planning to acquire control of Tianjin Taida New Materials Co., Ltd. by selling its 100% stake in Tianjin Bohai Petrochemical Co., Ltd. and through a combination of issuing shares and cash payment [1][4]. Group 1: Transaction Details - Bohai Chemical's stock has been suspended from trading since December 8, 2025, due to the planned major asset restructuring, which will not lead to a change in the actual controller and does not constitute a restructuring listing [3][4]. - The transaction is still in the planning stage, and no formal agreement has been signed yet, indicating uncertainty regarding its implementation [4]. Group 2: Company Performance - Bohai Chemical has been under long-term performance pressure, reporting losses since 2022. The company aims to transform its business model, and acquiring Taida New Materials may represent a significant step in this direction [5][6]. - The company’s total revenue for 2022 was 32.25 billion CNY, a decrease of 46.67% year-on-year, while total costs were 38.81 billion CNY, leading to an operating loss of 6.47 billion CNY [7]. - The net profit attributable to shareholders was -5.21 billion CNY in 2022, reflecting a year-on-year decline of 1,262.55% [7]. Group 3: Taida New Materials Overview - Taida New Materials specializes in the research, development, manufacturing, and sales of heavy aromatic oxidation products, with its main product being trimellitic anhydride (TMA), which has various applications in industries such as PVC resin plasticizers and epoxy resin curing agents [6][8]. - Taida New Materials has attempted to go public on the A-share market multiple times since 2016 but has faced repeated failures [8].