重要内容提示： 股票代码：601233 股票简称：桐昆股份 公告编号：2025-066 桐昆集团股份有限公司 2025年第二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。 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 383 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,077,822,301 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 45.2191 | (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。 本次会议由公司董事会提议召开。公司董事长陈蕾主持会议。会议召集及召开程 序符合《公司法》和《公司章程》的有关规定。 (五)公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 (一)非累积投票议案 1、公司在任董事11人，出席7人，公司董事李圣军、沈建松、沈祺超，独立董事 王秀华因公务出差请假； 2、公司在任监事5人，出席3人，监 ...

中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话：（86-10）5809-1000 传真：（86-10）5809-1100 北京市竞天公诚律师事务所 关于桐昆集团股份有限公司 2025年第二次临时股东大会的法律意见书 致：桐昆集团股份有限公司 北京市竞天公诚律师事务所（以下称"本所"）接受桐昆集团股份有限公司 （以下称"公司"）的委托，指派本所律师列席公司于 2025 年 11 月 20 日 14 点 00 分在浙江省桐乡市凤凰湖大道 518 号桐昆集团总部会议室召开的 2025 年第二 次临时股东大会（以下称"本次股东大会"），并依据《中华人民共和国公司法》 等中国法律、法规和相关规范性文件（以下称"中国法律法规"）及《桐昆集团 股份有限公司章程》（以下称"公司章程"）的规定，就本次股东大会的召集和 召开程序、出席会议人员资格、召集人资格、会议表决程序和表决结果等事宜（以 下称"程序事宜"）出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的有关本次股东大会的文 件，包括但不限于第九届董事会第二十次会议决议、第九届监事会第十六次会议 决议以及根据决议 ...

Group 1: Oil and Gas Exploration - The supply of oil is expected to slow down, maintaining Brent oil prices in a neutral range of $55-70 per barrel in 2026, with OPEC+ production pace easing and non-OPEC growth significantly declining [3][9] - Global GDP growth is projected at approximately 3.1% in 2026, leading to a slowdown in oil demand growth [3][9] - Geopolitical uncertainties are increasing, with ongoing sanctions on risk oil types, although some expectations are already priced into stock valuations [3][9] Group 2: Refining Industry - The refining sector is anticipated to see a recovery in profitability due to domestic "anti-involution" policies and the gradual exit of overseas refining capacity [4] - New refining capacity additions are nearing completion, but there will still be significant pressure on the supply side in the coming years [4] - The overall refining sector is expected to have reached a bottom in terms of profitability, with substantial potential for upward elasticity in the future [4] Group 3: Polyester Industry - The polyester industry is expected to experience limited new investment, with significant recovery potential in profitability due to the end of large capital expenditures in PTA and coordinated production cuts by leading companies [5] - The production capacity growth for polyester filament is projected to maintain a rate of 2-3%, with expectations for improved downstream demand [5] - The industry is nearing the end of new capacity releases for polyester bottle chips, leading to an ideal collaborative effect among companies and gradual recovery in profitability [5] Group 4: Investment Recommendations - The downstream polyester sector is tightening in supply and demand, with improvement expectations, recommending high-quality companies in polyester filament and bottle chips [6] - With oil prices expected to decline, refining companies are anticipated to see cost improvements, suggesting attention to major refining companies [6] - The upstream exploration and development sector remains highly prosperous, with offshore capital expenditures expected to remain high, recommending offshore oil service companies [6]

Market Overview - The refining and trading sector experienced a decline of 0.46% on November 18, with Unified Corporation leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - He Shun Petroleum saw a significant increase of 9.99%, closing at 33.91, with a trading volume of 179,500 shares and a turnover of 591 million yuan [1] - Unified Corporation closed at 32.56, down 5.43%, with a trading volume of 626,400 shares and a turnover of 2.091 billion yuan [2] - Other notable declines included Hengli Petrochemical down 3.87% and Tongkun Co. down 3.39% [2] Capital Flow - The refining and trading sector experienced a net outflow of 918 million yuan from main funds, while retail investors saw a net inflow of 609 million yuan [2] - The main funds showed a net inflow of 22.74 million yuan into Sinopec, while Wanbangda had a net inflow of 7.22 million yuan [3] Individual Stock Capital Flow - Sinopec had a main fund net inflow of 22.74 million yuan, but retail investors had a net outflow of 21.45 million yuan [3] - Wanbangda attracted a net inflow of 7.22 million yuan from main funds and 9.34 million yuan from retail investors [3] - Other stocks like Huajin Co. and Yuxin Co. also showed mixed capital flows, with varying net inflows and outflows from different investor categories [3]

Market Overview - The refining and trading sector increased by 0.95% compared to the previous trading day, with Unity Co. leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Stock Performance - Notable declines in individual stocks include: - Kangzhidun (603798) down 5.38% to 16.71 with a trading volume of 64,400 shares and a turnover of 110 million yuan [1] - Baomo Co. (002476) down 3.95% to 6.08 with a trading volume of 279,800 shares and a turnover of 172 million yuan [1] - Other stocks showed minor fluctuations, with Guanghui Energy (600256) and Taishan Petroleum (000554) remaining unchanged at 5.42 and 7.24 respectively [1] Capital Flow - The refining and trading sector saw a net inflow of 67.39 million yuan from main funds, while retail funds experienced a net outflow of 84.64 million yuan [1] - Retail investors contributed a net inflow of 17.25 million yuan [1] Individual Stock Capital Flow - China Petroleum (601857) had a main fund net inflow of 14.02 million yuan, while retail funds saw a net outflow of 10.08 million yuan [2] - Hengli Petrochemical (600346) reported a main fund net inflow of 10.9 million yuan, with retail funds experiencing a net outflow of 79.96 million yuan [2] - Qixiang Tengda (002408) had a main fund net inflow of 9.00 million yuan, while retail funds saw a net outflow of 12.66 million yuan [2]

Investment Rating - The report maintains a positive outlook on the petrochemical industry [3] Core Views - Global oil inventories are expected to continue increasing until 2026, with the EIA forecasting a supply surplus of 1.84 million barrels per day for this year [5][11] - The EIA has raised its price forecasts for crude oil and natural gas for 2025 and 2026, expecting an average crude oil price of $69 per barrel in 2025 and $55 per barrel in 2026 [6][8] - Demand growth for global oil is projected at 790,000 barrels per day in 2025 and 770,000 barrels per day in 2026, with significant contributions from the US, China, and Nigeria [8][45] Summary by Sections Supply and Demand Analysis - The EIA and IEA have both adjusted their global oil supply forecasts upwards by 100,000 to 150,000 barrels per day due to OPEC's announced production increases [10][11] - The EIA expects global oil production to rise by 2.81 million barrels per day in 2025 and 1.39 million barrels per day in 2026 [10][11] - The IEA anticipates a demand increase of 310,000 barrels per day in 2025 and 250,000 barrels per day in 2026, with a total average supply reaching 108.7 million barrels per day [46][47] Upstream Sector - Brent crude oil futures closed at $64.39 per barrel, reflecting a week-on-week increase of 1.19%, while WTI futures rose to $60.09 per barrel, up 0.57% [20] - The number of active oil rigs in the US increased to 549, with a slight week-on-week rise [35] Refining Sector - The report indicates an improvement in refining profitability due to rising product price spreads, despite current levels being relatively low [5][13] - The Singapore refining margin increased to $24.26 per barrel, while the US gasoline-WTI spread decreased to $20.84 per barrel [5] Polyester Sector - The profitability of PTA and polyester filament yarn has improved, with PTA prices rising to 4,585.4 CNY per ton [5][13] - The report suggests a recovery in the polyester sector, with expectations for improved profitability as supply and demand dynamics shift [13] Investment Recommendations - The report recommends focusing on leading companies in the polyester sector such as Tongkun Co. and Wankai New Materials, as well as top refining companies like Hengli Petrochemical and Sinopec [5][13] - It also highlights the resilience of oil companies like PetroChina and CNOOC in the face of potential price declines, recommending those with high dividend yields [13]

Investment Rating - The report does not explicitly state an investment rating for the petrochemical industry Core Insights - The report highlights that the domestic and international refining project price differentials have shown an upward trend, with domestic key refining project price differential at 2336.60 CNY/ton, up by 25.35 CNY/ton (+1.10%) week-on-week, while the international price differential reached 1436.69 CNY/ton, increasing by 67.88 CNY/ton (+4.96%) [2][3] - Brent crude oil's weekly average price was reported at 63.92 USD/barrel, reflecting a slight decrease of 0.49% [2][3] - The report notes that the polyester and nylon sectors are experiencing a recovery in profitability, particularly in the polyester filament segment, driven by increased demand and a rise in raw material prices [2][3] Summary by Sections Refining Sector - Saudi Arabia has lowered the December crude oil selling price to Asia in response to ample supply, leading to concerns over oversupply and a subsequent decline in international oil prices [2][3] - In the latter part of the week, China's crude oil imports increased, and a decline in the US dollar boosted market sentiment, contributing to a slight recovery in international oil prices [2][3] - The report indicates that domestic diesel and gasoline prices have seen slight increases, with average prices at 6788.57 CNY/ton (+105.86), 7626.57 CNY/ton (+12.29), respectively [2][3] Chemical Sector - The chemical products market remains weak, with supply-side disturbances affecting prices. Polyolefin prices are stable but slightly declining, while EVA prices have also seen a minor decrease [2][3] - The report mentions that pure benzene prices have continued to decline due to increased supply at the East China terminal, leading to a slight narrowing of price differentials [2][3] - The profitability of nylon fibers remains weak, while polyester filament production is increasing, supported by seasonal demand for winter fabrics [2][3] Market Performance - The stock performance of six major private refining companies shows varied results, with Oriental Energy seeing a significant increase of 10.13% in stock price over the week [2][3] - Over the past month, Hengli Petrochemical has experienced a stock price increase of 14.38%, indicating positive market sentiment towards certain companies in the sector [2][3]

Core Viewpoint - The company reported a decrease in revenue for the first three quarters of 2025, but a significant increase in net profit, indicating a potential recovery in profitability despite lower sales figures [1] Group 1: Financial Performance - In the first three quarters of 2025, the company achieved operating revenue of 67.397 billion yuan, a year-on-year decrease of 11.4%, while net profit attributable to shareholders was 1.549 billion yuan, an increase of 53.8% [1] - For Q3 2025, the company reported operating revenue of 23.239 billion yuan, a year-on-year decrease of 16.5% and a quarter-on-quarter decrease of 6.1%, with net profit of 0.452 billion yuan, a year-on-year increase of 872.1% but a quarter-on-quarter decrease of 6.9% [1] Group 2: Investment and Segment Performance - The polyester segment showed slight improvement, with the company holding a 20% stake in Zhejiang Petrochemical, which reported a net profit of approximately 1.62 billion yuan in Q3 2025, a year-on-year increase of 160.6% and a quarter-on-quarter increase of 87.4%, resulting in an investment income of about 0.32 billion yuan for the company [2] - Excluding the contribution from Zhejiang Petrochemical, the net profit from the polyester and other segments in Q3 2025 was 0.129 billion yuan, a year-on-year increase of 170.4% but a quarter-on-quarter decrease of 58.8% [2] Group 3: Industry Trends - The demand for polyester filament continues to recover, with a cumulative apparent consumption of 26.72 million tons in the first three quarters of 2025, a year-on-year increase of 6.59% [3] - The average operating rate for polyester filament in Q3 2025 was 89.3%, an increase of 5.0 percentage points year-on-year but a decrease of 1.5 percentage points quarter-on-quarter [3] - Polyester filament inventory remained at a reasonable level, with an average inventory days of 18.9 days in Q3 2025, a decrease of 0.8 days year-on-year, indicating a positive sales situation in the industry [3] Group 4: Profitability Outlook - The profitability of polyester filament remained stable in Q3 2025, with price spreads for POY, DTY, FDY-PTA, and MEG at 1,077 yuan, 2,153 yuan, 1,314 yuan, and per ton respectively, showing a year-on-year narrowing of 7.5%, 13.61%, and 19.28% [4] - If consumer demand improves, there is potential for widening price spreads in the polyester filament sector, which could further enhance the company's profitability [4] Group 5: Profit Forecast - The company is expected to see performance improvement with stable to rising terminal demand, with projected net profits of 1.8 billion yuan, 3.1 billion yuan, and 4.5 billion yuan for 2025-2027, corresponding to EPS of 0.75 yuan, 1.29 yuan, and 1.89 yuan, and PE ratios of 19.8X, 11.5X, and 7.8X respectively [5]

Investment Rating - The report maintains a "Buy" rating for Tongkun Co., Ltd. [5] Core Views - The industry landscape is continuously optimizing, and under the expectation of "anti-involution," the company's performance is expected to gradually recover [5] - The company has adjusted its profit forecast, expecting revenues of 92.67 billion yuan, 99.82 billion yuan, and 104.81 billion yuan for 2025-2027, with corresponding net profits of 2.02 billion yuan, 2.47 billion yuan, and 3.42 billion yuan [5][6] Financial Performance Summary - In the first three quarters of 2025, the company achieved operating revenue of 67.397 billion yuan, a year-on-year decrease of 11.38%, and a net profit attributable to shareholders of 1.549 billion yuan, an increase of 53.83% [4] - For Q3 2025, the company reported operating revenue of 23.239 billion yuan, a quarter-on-quarter decrease of 6.06%, and a net profit of 0.452 billion yuan, a quarter-on-quarter decrease of 6.88% [4] - The company's production volumes for POY, FDY, and DTY in Q3 were 2.46 million tons, 0.52 million tons, and 0.30 million tons, with year-on-year changes of +8%, -8%, and +6% respectively [4] Market Conditions Summary - Demand in Q3 was weak, impacting the sales of long filaments, with actual consumption in the polyester filament industry declining significantly [4] - As of October 30, the inventory levels of long filaments decreased, indicating a potential easing of inventory pressure [4] - The PTA market is at a low point, with average processing fees dropping, suggesting a high demand for price gap recovery and favorable conditions for joint production cuts among major players [4] Strategic Focus Summary - The company is focusing on the coal-based industrial chain, with significant progress in acquiring quality coal mine resources in the Turpan area [4] - The construction of the Zhongkun coal gas project is underway, expected to be operational by late 2026 to early 2027, which will integrate the oil, coal, and gas industrial chains [4]

Market Overview - The refining and trading sector experienced a decline of 0.66% on November 14, with Runbei Hangke leading the losses [1] - The Shanghai Composite Index closed at 3990.49, down 0.97%, while the Shenzhen Component Index closed at 13216.03, down 1.93% [1] Stock Performance - Notable gainers in the refining and trading sector included: - Heshun Petroleum (603353) with a closing price of 28.03, up 10.01% [1] - Unified Shares (600506) at 31.30, up 8.49% with a trading volume of 499,100 shares and a transaction value of 1.536 billion [1] - Baomo Shares (002476) at 6.33, up 3.09% with a transaction value of 214 million [1] - Conversely, Runbei Hangke (001316) led the declines with a closing price of 35.90, down 3.49% [2] - Other notable decliners included: - Wanbangda (300055) at 8.40, down 3.34% [2] - Daqing Huake (000985) at 20.03, down 2.53% [2] Capital Flow - The refining and trading sector saw a net outflow of 133 million from institutional investors and 197 million from speculative funds, while retail investors contributed a net inflow of 330 million [2] - Detailed capital flow for selected stocks showed: - Unified Shares (600506) had a net inflow of 167 million from institutional investors, but a net outflow of 12 million from speculative funds [3] - China Petroleum (601857) experienced a net outflow of 10.24 billion in total trading volume [2][3]