Core Points - The announcement from China Chemical regarding the second unlock period of the 2022 restricted stock incentive plan indicates that 18,486,600 shares will be listed for trading [2] - The shares are categorized as equity incentive shares and will be available for trading starting from November 11, 2025 [2] - The subscription method for these shares is offline [2]

证券代码：601117 证券简称：中国化学 公告编号：2025-056 中国化学工程股份有限公司 关于 2022 年限制性股票激励计划第二个解除限售期解 除限售股份上市流通的提示性公告 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、准确性和完整性依 法承担法律责任。 重要内容提示： 本次股票上市类型为股权激励股份；股票认购方式为网下， 上市股数为18,486,600股。 本次股票上市流通总数为18,486,600股。 本次股票上市流通日期为2025 年 11 月 11 日。 中国化学工程股份有限公司（以下简称"公司"）于 2025 年 10 月 15 日召开第五届董事会考核与薪酬委员会第六次会议及第 五届董事会第三十次会议，审议通过了《关于公司 2022 年限制性 股票激励计划第二期解除限售的议案》，根据《中国化学工程股 份有限公司 2022 年限制性股票激励计划（草案）》（以下简称"《激 励计划》"）的规定和公司 2022 年第三次临时股东大会的授权， 董事会同意为公司 2022 年限制性股票激励计划符合第二期解除限 售条件的激励对象办理解除限售及股份 ...

北京海润天睿律师事务所 关于中国化学工程股份有限公司 2022 年限制性股票激励计划首次授予第二期解除限售及回购注 第 1 页 共 14 页 北京海润天睿律师事务所关于中国化学工程股份有限公司 2022 年限 制性股票激励计划首次授予第二期解除限售及回购注销部分限制性 股票相关事项的法律意见书 致：中国化学工程股份有限公司 北京海润天睿律师事务所（以下简称"本所"）接受中国化学工程股份有限 公司（以下简称"中国化学"或"公司"）的委托，就中国化学 2022 年限制性 股票激励计划（以下简称"本激励计划"）首次授予第二期解除限售（以下简称 "本次解除限售"）及回购注销部分限制性股票（以下简称"本次回购注销"） 相关事项，根据现行有效适用的《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公 司股权激励管理办法》（以下简称"《管理办法》"）、《中央企业控股上市公 司实施股权激励工作指引》（国资考分〔2020〕178 号）等有关法律法规的规定， 出具本法律意见书。 销部分限制性股票相关事项的 法律意见书 二零二五年十月 北京市朝阳区建外大街甲14号广播大 ...

Core Viewpoint - The traditional infrastructure giants are facing challenges in the first three quarters of the year, with five out of eight major state-owned construction enterprises experiencing revenue declines and seven seeing profit reductions, prompting a shift towards overseas markets as a key growth strategy [3][12]. Group 1: Performance of Major Construction Enterprises - In the first three quarters, major construction enterprises like China State Construction, China Railway, and China Communications Construction reported significant revenue declines, with China Metallurgical Group experiencing a nearly 20% drop [13][14]. - Only China Electric Power Construction, China Energy Construction, and China Chemical managed to achieve revenue growth, with increases of 3.04%, 9.62%, and 1.26% respectively [13]. - The net profit of these enterprises also showed a downward trend, with China Metallurgical Group's net profit decreasing by 41.88% [14]. Group 2: Overseas Expansion and New Opportunities - Major construction companies are increasingly focusing on overseas markets, with China Communications Construction signing contracts worth 319.746 billion yuan abroad in 2023, a 47.50% increase year-on-year [6]. - China Railway and China Electric Power Construction also reported significant growth in overseas contracts, with increases of 35.2% and 21.45% respectively [7][10]. - The "Belt and Road" initiative and other international cooperation mechanisms are providing new opportunities for these companies, as global infrastructure investment gaps are projected to reach $15 trillion by 2030 [9][10]. Group 3: Major Projects and Future Trends - Significant projects are increasingly concentrated among leading enterprises, with China Electric Power Construction and others securing large contracts in various regions, including Latin America and the Middle East [11][12]. - The demand for diverse infrastructure projects, including renewable energy and digital construction, is expected to grow, with global low-carbon infrastructure investments projected to reach $9.2 trillion from 2023 to 2030 [10]. - Countries like Indonesia, Vietnam, and Thailand are planning substantial infrastructure investments, indicating a robust future demand for construction services [10].

Investment Rating - The report maintains an "Optimistic" rating for the construction industry [2][3]. Core Insights - The construction industry faced revenue and profit pressures in Q1-Q3 2025, with total revenue of 5.52 trillion, down 5.2% year-on-year, and net profit of 118.9 billion, down 9.0% year-on-year [2][3]. - The decline in revenue has narrowed, and cash flow has shown significant improvement, attributed to local government debt resolution policies and enhanced cash flow management by companies [2][5]. - The industry’s gross margin remained stable at 9.8%, with a net margin of 2.16%, indicating effective cost control despite external pressures [2][10]. Summary by Sections 1. Financial Overview of the Construction Industry - In Q1-Q3 2025, major listed companies in the construction sector reported a total revenue of 5.52 trillion, reflecting a year-on-year decrease of 5.2%, and a net profit of 118.9 billion, down 9.0% [3][9]. - Quarterly revenues were 1.84 trillion, 1.91 trillion, and 1.76 trillion, with respective year-on-year declines of 6.2%, 5.2%, and 4.3% [3][9]. 2. ROE Analysis - The overall Return on Equity (ROE) for the industry in Q1-Q3 2025 was 3.36%, a decrease of 0.53 percentage points year-on-year [17]. - The decline in ROE is attributed to reduced investment and increased cost pressures, impacting profitability [17][28]. 3. Cash Flow Improvement - The industry’s operating cash flow showed improvement, with a net outflow of 404.7 billion, which is 70.7 billion less than the previous year [4][14]. - The cash collection ratio improved to 103%, 87%, and 108% across the three quarters, indicating better cash management [4][14]. 4. Investment and Profitability Trends - The construction sector is experiencing a shift towards cash management and asset quality improvement, with companies focusing on reducing ineffective assets [5][26]. - Investment net income in Q3 2025 decreased by 39.4 billion year-on-year, reflecting the ongoing challenges in the sector [26]. 5. Market Perception and Opportunities - The report suggests that the market underestimates the potential for investment in the construction and real estate sectors, which remain crucial to the economy [6]. - The emphasis on quality over growth by state-owned enterprises is expected to create new opportunities for sustainable growth [6].

Core Insights - The "Golden Bull Award" was announced at the 2025 High-Quality Development Forum for Listed Companies, highlighting outstanding companies and entrepreneurs in the capital market [1] - China Chemical's Chairman, Mo Dingge, received the "Golden Bull Entrepreneur Achievement Award" for his exceptional governance and strategic leadership [1] Group 1: Company Governance and Strategy - China Chemical emphasizes top-level design in market value management, adhering to regulatory guidelines and implementing a "Market Value Management Method" and "Valuation Enhancement Plan" [2] - The company has established a valuation monitoring and early warning mechanism, planning to enhance investment value through quality development, optimized capital operations, and strengthened investor communication [2] Group 2: Shareholder Returns - China Chemical prioritizes reasonable returns to investors, committing to a cash dividend totaling no less than 30% of annual distributable profits every three years [2] - Since its listing, the company has distributed over 10 billion in cash dividends and has proposed a mid-term dividend plan exceeding 600 million for 2025 [2] Group 3: Compliance and Investor Relations - The company has built a high-quality information disclosure system, receiving the highest A-level rating for information disclosure multiple times from the Shanghai Stock Exchange [2] - China Chemical actively engages with investors through diverse channels, aiming to enhance communication and explore long-term mechanisms for shareholder returns [2]

Core Insights - Traditional infrastructure giants are facing challenges in revenue and profit due to a slowdown in real estate and infrastructure projects, with five out of eight major state-owned construction enterprises reporting revenue declines and seven experiencing profit shrinkage [1] - The shift towards overseas markets, particularly in Southeast Asia, is becoming a crucial path for transformation and growth for these companies [1][3] Group 1: Revenue and Profit Trends - In the first three quarters of this year, major construction enterprises like China Railway and China State Construction reported significant revenue declines, with China Metallurgical Group experiencing a nearly 20% drop [10][11] - Only a few companies, such as China Electric Power Construction and China Energy Construction, managed to achieve revenue growth, with increases of 3.04% and 9.62% respectively [10] - The overall profit situation is concerning, with most companies, except for China Chemical, showing declines in net profit, particularly China Metallurgical Group, which saw a 41.88% decrease [10][11] Group 2: Overseas Expansion - Chinese construction companies are increasingly focusing on overseas projects, with China Communications Construction Company (CCCC) signing contracts worth 319.7 billion yuan abroad in 2023, a 47.50% increase year-on-year [3][4] - China Railway and China Railway Construction Corporation also reported significant growth in overseas contracts, with increases of 35.2% and 94.52% respectively [4][5] - The trend of overseas expansion is driven by the need to offset domestic revenue declines, with companies like China Railway achieving an 8.34% increase in overseas revenue despite a 6.83% drop domestically [12] Group 3: Market Opportunities - The global infrastructure investment gap is projected to reach 15 trillion USD by 2030, with Asia accounting for over 60%, presenting significant opportunities for Chinese companies [6] - The demand for low-carbon infrastructure is expected to grow, with an estimated investment of 9.2 trillion USD in renewable energy projects from 2023 to 2030 [6][7] - Major infrastructure projects in countries like Indonesia, Vietnam, and Thailand indicate a robust pipeline of opportunities for Chinese construction firms [7]

Group 1 - The 2025 High-Quality Development Forum for Listed Companies and the 27th Golden Bull Award Ceremony took place in Nantong, Jiangsu, highlighting the importance of the Golden Bull Award in recognizing outstanding listed companies in China [1] - China Chemical won the "Most Investment Value Award," showcasing its strong performance and commitment to high-quality development [1] - The Golden Bull Award, established in 1999, aims to create a credible platform for the capital market, recognizing companies with excellent governance, performance growth, and shareholder returns [1] Group 2 - China Chemical is recognized as a leader in the global chemical engineering sector and is a key player in China's chemical engineering field, focusing on R&D, investment, construction, and operation [2] - The company emphasizes technological and management innovation, driving high-level self-reliance and strength in the petrochemical industry [2] - For the first three quarters of 2025, China Chemical reported total revenue of 136.3 billion yuan, a year-on-year increase of 1.15%, and a net profit attributable to shareholders of 4.232 billion yuan, reflecting a growth of 10.28% [2]

Investment Rating - The report maintains a rating for the company [3] Core Views - The company is projected to achieve total revenue of 186,613 million in 2024, increasing to 220,870 million by 2027, reflecting a compound annual growth rate (CAGR) of approximately 6.7% [8] - Operating profit is expected to grow from 7,426 million in 2024 to 9,571 million in 2027, indicating a steady increase in profitability [8] - The net profit attributable to the parent company is forecasted to rise from 5,688 million in 2024 to 7,470 million in 2027, with a growth rate of 9.4% in the final year [8] - The company's earnings per share (EPS) is projected to increase from 0.93 in 2024 to 1.22 in 2027, demonstrating a positive trend in shareholder returns [8] Financial Summary - Total revenue growth rates are estimated at 4.1% for 2024, 4.6% for 2025, 6.1% for 2026, and 6.7% for 2027 [8] - The operating profit margin is expected to remain stable, with a gross margin of around 10.1% throughout the forecast period [8] - The company's return on equity (ROE) is projected to improve slightly from 9.1% in 2024 to 9.4% in 2027, indicating efficient use of equity capital [8] - The debt-to-equity ratio is expected to decrease from 70.5% in 2024 to 68.1% in 2027, suggesting improved financial stability [8]

Summary of China Chemical's Conference Call Company Overview - **Company**: China Chemical - **Period**: First three quarters of 2025 Financial Performance - **Revenue**: CNY 135.845 billion, up 1.26% year-on-year [2][4] - **Net Profit**: CNY 4.232 billion, up 10.28% year-on-year [2][4] - **Q3 Revenue**: CNY 45.424 billion, up 4.32% year-on-year [2][5] - **Q3 Net Profit**: CNY 1.13 billion, up 13.21% year-on-year [2][5] - **Gross Margin**: Improved due to T+EPC model, project management, and cost control [4][11] - **Earnings Per Share**: CNY 0.69, up 9.52% year-on-year [5] Cash Flow Situation - **Operating Cash Flow**: CNY -5.575 billion, slightly improved from CNY -5.632 billion year-on-year [6] - **Investment Cash Flow**: CNY -4.904 billion, compared to CNY -1.250 billion last year [6] - **Financing Cash Flow**: CNY -0.449 billion, improved from CNY -2.743 billion year-on-year [6] Asset and Liability Management - **Total Assets**: CNY 242.598 billion, up 3.93% from the beginning of the year [3] - **Total Liabilities**: CNY 170.17 billion, up 3.43% from the beginning of the year [3] - **Equity**: CNY 72.428 billion, up 5.12% from the beginning of the year [3] - **Debt Ratio**: 70.14%, down 0.34 percentage points from the beginning of the year [3] Operational Highlights - **Cash Recovery**: Received CNY 320 million from Donghua Technology, reversing some credit impairment losses [2][8] - **Production Stability**: The laminated glass project is in stable production with significantly reduced catalyst costs [2][8] - **Capacity Utilization**: - Yalong Caprolactam: 96.6% [2] - Tianchen Qixiang Adiponitrile: ~70% [2] - Hualu New Materials Light Hydrocarbon Project: ~101% [10] Market and Order Insights - **Overseas Orders**: Focused on Southeast Asia, Central Asia, and the Middle East, with good growth in Africa [2][9] - **Domestic Orders**: Dominated by coal chemical projects, with contracts in Xinjiang exceeding CNY 30 billion [2][9] - **New Material Investments**: Significant investments in fine chemicals and new materials [2][9] Strategic Focus - **Future Development**: Emphasis on high-end fine chemicals and new chemical materials, targeting CNY 50 billion in revenue during the 14th Five-Year Plan [4][16] - **Quality Over Quantity**: Focus on profitability and asset quality rather than just revenue growth [8][16] Challenges and Responses - **Market Conditions**: Facing price declines in the chemical industry due to external factors [7] - **Debt Management**: Transitioning to lower interest short-term financing to reduce financial costs [15] New Material Development - **R&D Progress**: Six new material tracks are being developed, including high-temperature nylon and biodegradable plastics [13] Conclusion - **Overall Outlook**: China Chemical is positioned for stable growth with a focus on quality and strategic investments in high-end materials and international markets, while managing financial health and operational efficiency.