北京大成(武汉)律师事务所 关于湖北振华化学股份有限公司 2026 年第一次临时股东会的 法 律 意 见 书 北京大成 武汉市江汉区精武路 1 号武汉越秀国际金融中心 T5 栋 32-33 层 (430022) 32-33/F Wuhan, Yuexiu International Finance Center Tower 5, No. 1 Jingwu Rd.,Jianghan Distinct, 430022, Wuhan, China Tel: 8627-82622591 6 is Dentons' Preferred Law Firm in China. 北京大成(武汉)律师事务所 武汉市江汉区精武路 1号 武汉越秀国际金融中心 T5 栋 32-33 32-33/F Wuhan Yueviu Inte 北京大成(武汉)律师事务所 关于湖北振华化学股份有限公司 2026 年第一次临时股东会的法律意见书 致:湖北振华化学股份有限公司 根据《中华人民共和国证券法》(以下简称"《证券法》")、《中华人民共和国公司 法》(以下简称"《公司法》")和《上市公司股东会规则》(以下简称"《股东会规则》") 等法律、法 ...

| 证券代码：603067 | 证券简称：振华股份 | 公告编号：2026-013 | | --- | --- | --- | | 债券代码：113687 | 债券简称：振华转债 | | 湖北振华化学股份有限公司 关于可转换公司债券募集资金专户销户完成的公告 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法律责任。 一、募集资金基本情况 根据中国证券监督管理委员会出具的《关于同意湖北振华化学股份有限公司 向不特定对象发行可转换公司债券注册的批复》（证监许可[2024]900 号），湖北 振华化学股份有限公司（以下简称"公司"）获准向不特定对象发行面值总额为 人民币 406,210,000.00 元的可转换公司债券，期限 6 年。公司本次发行可转换 公司债券应募集资金 406,210,000.00 元，实际募集资金 406,210,000.00 元，扣 除保荐及承销费、会计师费、律师费、资信评级费用、信息披露及发行手续费等 合计( 不含 税) 人民 币 9,302,179.71 元后 ，实 际募 集资金 净额 为人 民 币 396,907 ...

Group 1 - The core point of the news is that Zhuhua Co., Ltd. experienced a decline in stock price by 5.03%, with a current trading price of 36.09 yuan per share and a total market capitalization of 25.651 billion yuan [1] - Zhuhua Co., Ltd. is primarily engaged in the research, manufacturing, and sales of chromium salt products, with its main business revenue composition being 114.86% from inorganic salt-related industries, 3.09% from logistics transportation, and 1.82% from other sources [1] - The company was established on June 19, 2003, and went public on September 13, 2016, located in Huangshi City, Hubei Province [1] Group 2 - The Qianhai Kaiyuan Fund has a significant holding in Zhuhua Co., Ltd., with the Qianhai Kaiyuan Yuru Mixed A Fund (004680) reducing its holdings by 14,200 shares in the third quarter, now holding 400 shares, which represents 0.04% of the fund's net value [2] - The Qianhai Kaiyuan Yuru Mixed A Fund has a total scale of 16.2837 million yuan, with a year-to-date return of 0.39% and a one-year return of 5.41% [2] - The fund manager, Zhang Jun, has been in position for 4 years and 316 days, with the best fund return during his tenure being 34.22% and the worst being -23.4% [3]

Investment Rating - The report maintains a "Buy" rating for several companies in the chemical industry, including Sinopec, Jiangshan Co., and others [10]. Core Insights - Domestic gasoline and natural gas prices have seen significant increases, while products like hydrochloric acid and liquid chlorine have experienced substantial declines. The report suggests focusing on import substitution, pure domestic demand, and high-dividend opportunities [6][19]. - The international oil prices are expected to stabilize around $65 per barrel in 2026, influenced by geopolitical uncertainties. Companies with high dividend characteristics, such as Sinopec, are expected to benefit from declining raw material costs [6][19]. - The chemical industry is currently in a weak state, with mixed performance across sub-sectors. However, certain sectors like lubricants are performing better than expected, indicating potential investment opportunities [22]. Summary by Sections Chemical Industry Investment Recommendations - The report highlights significant price increases for domestic gasoline (11.38%) and natural gas (8.68%), while products like liquid chlorine (-18.02%) and hydrochloric acid (-13.79%) have seen notable declines [19][20]. - It emphasizes the importance of focusing on sectors that may enter a recovery phase, such as glyphosate, and suggests specific companies for investment [22]. Market Performance - The report notes that the chemical industry is currently facing a weak overall performance, with varying results across different sub-sectors due to past capacity expansions and weak demand [22]. - It recommends monitoring companies with strong competitive positions and growth potential, particularly in the lubricant additives and coal-to-olefins sectors [22]. Price Trends - The report provides insights into the price trends of various chemical products, indicating a mixed performance with some products rebounding while others continue to decline [20][22]. - It also discusses the impact of geopolitical factors on oil prices, which in turn affect the chemical industry [23][24]. Key Companies and Earnings Forecast - The report lists several companies with strong earnings forecasts, including Sinopec, Jiangshan Co., and others, all rated as "Buy" [10][11].

现场检查报告 华泰联合证券有限责任公司 关于湖北振华化学股份有限公司 2025 年度现场检查报告 根据中国证监会《证券发行上市保荐业务管理办法》（以下简称《保荐办法》） 和《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等有关法律 法规的要求，华泰联合证券有限责任公司（以下简称"华泰联合证券"）作为湖北 振华化学股份有限公司（以下简称"振华股份"或"公司"）向不特定对象发行可转 换公司债券的保荐机构，于2025年12月26日对湖北振华化学股份有限公司2025 年度有关情况进行了现场检查。 1 现场检查报告 现场检查人员查阅了振华股份的公司章程、公司治理各项制度、2025 年初 以来股东大会、董事会、监事会和董事会专门委员会的全套会议资料、公司内部 控制相关制度、内部审计制度、内审部门的文件资料及审计委员会的履职情况报 告等。 经现场检查，保荐人认为：振华股份公司章程和治理制度完备、合规，执行 有效，股东大会、董事会和监事会的议事规则得到有效执行，董事、监事和高级 管理人员按照有关法律法规和上海证券交易所相关业务规则的要求履行职责；公 司内部机构设置和权责分配科学合理，对部门和岗位业务的权限范围、 ...

Core Viewpoint - The AI Fund, China New Energy Theme Mixed Fund A, reported a profit of 25.99 thousand yuan for Q4 2025, with a net asset value growth rate of 2.33% and a fund size of 11.4381 million yuan as of the end of Q4 2025 [3] Group 1: Lithium Battery Industry Outlook - The fund manager anticipates an improvement in supply and demand within the lithium battery industry over the next year, driven by a growing demand for energy storage, which now accounts for over 30% of total lithium battery demand [3] - Factors contributing to this demand include the maturation of domestic independent energy storage business models, continued growth in overseas energy storage, and the demand from AI data centers in the U.S. [3] - On the supply side, the expansion capacity and willingness in the upstream resources and midstream materials of lithium may be limited due to a prolonged period of declining profits over the past three years [3] - The industry is expected to enter a profit-up cycle, particularly in segments with hard supply gaps, such as lithium hexafluorophosphate and lithium ore, which may exhibit significant price and profit elasticity [3] Group 2: Power Supply and Equipment Demand - Domestic power supply and equipment are likely to benefit from global electricity supply bottlenecks, driven by large-scale construction of AI data centers and re-industrialization [4] - The demand for flexible power sources (e.g., gas turbines, energy storage systems) and electrical equipment (e.g., transformers) is expected to rise due to challenges in global electricity supply [4] - As overall power generation shifts from low-speed growth to rapid development, domestic companies may leverage capacity support, responsiveness, and cost advantages to penetrate the global supply chain and achieve rapid profit growth [4] Group 3: Solid-State Battery Technology - Solid-state batteries are recognized as a long-term important direction for lithium battery iteration, despite recent stock performance not outperforming benchmarks due to the lengthy industrialization cycle and potential short-term setbacks [4] - The solid-state battery sector is viewed as a long-term trend with significant growth potential, with leading domestic and international battery manufacturers increasing R&D investments in this area [4] - There may be opportunities for new companies to emerge in the equipment and materials segments as the industry grows, and the fund is considering increasing its focus and allocation towards solid-state battery technology [4] Group 4: Fund Holdings Concentration - As of the end of Q4 2025, the fund has a high concentration of holdings, with the top ten stocks including Yangguang Electric, CATL, Yahua Group, Kodali, Zhongmin Resources, Tianci Materials, Guocheng Mining, Fosptech, Zhenhua Co., and Siyuan Electric [4]

Market Overview - The chemical raw materials sector experienced a decline of 1.07% on January 16, with Jinniu Chemical leading the drop [1] - The Shanghai Composite Index closed at 4101.91, down 0.26%, while the Shenzhen Component Index closed at 14281.08, down 0.18% [1] Top Performers - Huayi Group (600623) closed at 8.95, up 9.28% with a trading volume of 942,500 shares and a transaction value of 845 million [1] - Xinjinlu (000510) closed at 15.50, up 7.27% with a trading volume of 1,112,900 shares and a transaction value of 1.714 billion [1] - Sanqi Co. (603938) closed at 26.99, up 4.90% with a trading volume of 503,900 shares and a transaction value of 1.378 billion [1] Underperformers - Jinniu Chemical (600722) closed at 6.38, down 9.76% with a trading volume of 578,400 shares and a transaction value of 377 million [2] - Huarong Chemical (301256) closed at 17.47, down 7.17% with a trading volume of 443,300 shares and a transaction value of 787 million [2] - Zhenhua Co. (603067) closed at 37.51, down 5.54% with a trading volume of 478,100 shares and a transaction value of 1.88 billion [2] Capital Flow - The chemical raw materials sector saw a net outflow of 884 million from main funds, while retail funds experienced a net inflow of 694 million [2] - The top net inflows from retail investors included Xinjinlu (000510) with 117 million and Huayi Group (600623) with 44.45 million [3] - The main funds showed a significant net inflow in Xinjinlu (000510) at 117 million, while retail investors had a net outflow of 33.84 million [3]

Group 1 - The core point of the news is that Zhuhua Co., Ltd. experienced a stock price decline of 5.11%, with a current share price of 37.68 yuan and a total market capitalization of 26.781 billion yuan [1] - Zhuhua Co., Ltd. is primarily engaged in the research, manufacturing, and sales of chromium salt products, with its main business revenue composition being 114.86% from inorganic salt-related industries, 3.09% from logistics transportation, and 1.82% from other sources [1] - The company was established on June 19, 2003, and went public on September 13, 2016, located in Huangshi City, Hubei Province [1] Group 2 - According to data, Ping An Fund holds a significant position in Zhuhua Co., Ltd., with the Ping An Xin An Mixed A Fund (001664) holding 133,400 shares, representing 5% of the fund's net value, making it the seventh-largest holding [2] - The Ping An Xin An Mixed A Fund has a total scale of 28.9349 million yuan and has achieved a year-to-date return of 11.29%, ranking 690 out of 8,847 in its category [2] - The fund has a one-year return of 94.07%, ranking 229 out of 8,094, and a cumulative return since inception of 130.67% [2]

Summary of Zhuhai Co., Ltd. Conference Call Company Overview - **Company**: Zhuhai Co., Ltd. - **Industry**: Metal Chromium Production Key Points Market Demand and Production Capacity - Market demand has shown recovery from late Q3 to early Q4, with strong shipping intentions in October and November, achieving full production capacity and maintaining zero inventory [2][3] - In Q4, domestic incremental demand is increasing, particularly during the alloy manufacturers' consumption peak, with the company maintaining full production capacity [4][5] - As of December 2025, the company's crude metal chromium production capacity has reached 2,000 tons per month, a significant increase from the previous 1,200-1,300 tons [6] Product Applications - Metallic chromium is primarily used in high-temperature alloys, with approximately 50% utilized in aerospace materials [7] - There is potential for increased demand in the civil gas turbine sector over the next one to two years [7] International Market Dynamics - Since Q3, overseas demand for metallic chromium has been moderate due to the U.S. raising import tariffs to 48% and a 70% increase in imports last year, which depleted inventories [10] - Expectations for improved demand in the U.S. and Europe have emerged since late last year, with potential procurement needs exceeding 10,000 tons of raw materials if production facilities are established in the U.S. [11] Production and Cost Efficiency - The company plans to issue convertible bonds for a total investment of 3 billion RMB to optimize front-end processes and equipment selection at the Chongqing base, aiming for a 20% reduction in sodium dichromate costs due to economies of scale and improved conversion rates [4][15][21] - The Chongqing base is expected to achieve significant cost reductions compared to existing facilities, which cannot undergo similar large-scale modifications due to regulatory constraints [22] Challenges and Market Volatility - The metal chromium market experiences significant volatility, influenced by various downstream factors, and the company aims to embrace this by focusing on long-term market share growth [13] - The pricing of products is ultimately determined by supply and demand fundamentals, with the company relying on volume growth for performance improvement [14] Future Outlook - The company has received verbal order indications for 2026, but specific sales plans remain uncertain due to the fragmented nature of the downstream market [16] - The company is observing the potential for solid oxide fuel cells (SOFC) but notes that domestic usage is currently low, and commercial pathways need further observation [8][19] Regulatory and Geopolitical Factors - Zimbabwe's increase in individual mining taxes is expected to have limited impact on the domestic market, as most chromium ore is sourced from South Africa [23] - The geopolitical landscape is influencing global chromium production capacity, with the U.S. seeking to establish production facilities domestically to reduce reliance on Chinese and Russian sources [12] Additional Insights - The company is strategically positioned to leverage its production capabilities and market dynamics to enhance its competitive edge in the global chromium market [17]

Group 1 - The core point of the news is that Zhenhua Co., Ltd. has seen a significant stock price increase, rising 5.18% to 39.97 yuan per share, with a total market capitalization of 28.409 billion yuan and a cumulative increase of 19.08% over four consecutive days [1] - Zhenhua Co., Ltd. specializes in the research, manufacturing, and sales of chromium salt products, with its main business revenue composition being 114.86% from inorganic salt-related industries, 3.09% from logistics, and 1.82% from other sources [1] - Dongxing Fund has a significant holding in Zhenhua Co., Ltd., with its Dongxing Xingcheng Mixed A Fund holding 29,000 shares, representing 1.62% of the fund's net value, ranking as the tenth largest holding [2] Group 2 - The Dongxing Xingcheng Mixed A Fund has generated a floating profit of approximately 57,100 yuan today and a total of 176,600 yuan during the four-day stock price increase [2] - The fund was established on August 5, 2020, with a current scale of 20.8469 million yuan, achieving a year-to-date return of 5.04% and a one-year return of 41.31% [2] - The fund managers, Li Chenhui and Li Bingwei, have both been in their positions for 9 years and 219 days, with Li Chenhui managing assets totaling 270 million yuan and Li Bingwei managing 585 million yuan [3]