一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 16 日 (二)股东大会召开的地点：潍坊市昌乐县朱刘街道工业园公司会议室 证券代码：603217 证券简称：元利科技 公告编号：2025-030 元利化学集团股份有限公司 2025年第一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。 重要内容提示： 本次会议是否有否决议案：无 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 131 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 135,744,233 | | 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 | 66.1497 | | 总数的比例（%） | | (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。 本次股东大会由公司董事会召集，公司董事长刘修华先生主持会议，会议采 取现场和网络投票相结合的方式表决。会议的召集、召开及表决方式符合《公司 法》 ...

关于元利化学集团股份有限公司 实施 2025 年员工持股计划的法律意见书 国枫律证字[2025]AN145-1 号 北京国枫律师事务所 GRANDWAY 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街 26 号新闻大厦 7 层 邮编: 100005 电话（Tel） 010-88004488/66090088 传真(Fax): 010-66090016 北京国枫律师事务所 关于元利化学集团股份有限公司 实施 2025 年员工持股计划的法律意见书 国枫律证字[2025]AN145-1 号 致: 元利化学集团股份有限公司（以下称"贵公司"或"公司"） 根据《中华人民共和国公司法》(以下称"《公司法》")、《中华人民共和国证 券法》、中国证券监督管理委员会(以下称"中国证监会")发布的《关于上市公 司实施员工持股计划试点的指导意见》(以下称"《试点指导意见》")、上海证券 交易所《上海证券交易所上市公司自律监管指引第1号--规范运作》(以下称"《监 管指引第 1 号》")的相关规定,北京国枫律师事务所(以下称"本所")接受贵 公司的委托,就贵公司拟实施的 2025年员工持股计划 ...

Core Viewpoint - The company reported its 2025 semi-annual results, showing a slight decline in revenue but an increase in net profit, indicating resilience in profitability despite challenging market conditions [1]. Financial Performance - In H1 2025, the company achieved revenue of 1.116 billion yuan, a year-on-year decrease of 1.69%, while net profit attributable to shareholders was 108 million yuan, up 0.22% year-on-year. The non-recurring net profit was 106 million yuan, reflecting a 9.08% increase year-on-year. Earnings per share (EPS) stood at 0.52 yuan [1]. - For Q2 2025, revenue was 572 million yuan, down 1.92% year-on-year but up 5.00% quarter-on-quarter. Net profit for Q2 was 61 million yuan, a year-on-year increase of 17.64% and a quarter-on-quarter increase of 30.77% [1]. Product Performance - The company experienced stable growth in product sales, with a notable increase in the production and sales of dimethyl succinate, while the sales of plasticizers declined [2]. - In H1 2025, the production of dimethyl succinate was 60,300 tons (up 10.98% year-on-year), with sales of 59,700 tons (up 6.01% year-on-year). The production of plasticizers was 26,400 tons (up 0.35% year-on-year), but sales fell to 23,900 tons (down 13.72% year-on-year). The production of fatty alcohols was 25,600 tons (up 6.30% year-on-year), with sales of 26,000 tons (up 12.35% year-on-year) [2]. Pricing and Profitability - Despite a decline in product prices, the overall profit margin improved, primarily due to a greater reduction in raw material costs compared to product prices. The high-margin product PCDL contributed to the overall increase in gross margin [3]. - In H1 2025, the average prices for dimethyl succinate, plasticizers, and fatty alcohols were 7,709 yuan/ton (down 1.50% year-on-year), 8,419 yuan/ton (down 15.79% year-on-year), and 15,369 yuan/ton (down 10.89% year-on-year) respectively. The overall gross margin increased to 17.71%, up 1.12 percentage points year-on-year, while the net margin was 9.64%, up 0.18 percentage points year-on-year [3]. Business Expansion and Capacity - The company is expanding its business and capacity with multiple projects nearing production, including a 35,000 tons/year hindered amine light stabilizer project that has entered trial production, and ongoing construction of a 30,000 tons/year glycol project and a 25,000 tons/year hindered amine light stabilizer project [4]. - As a leading player in niche chemical products, the company is well-positioned to benefit from cyclical market reversals, with a global leading capacity in mixed dimethyl succinate and domestic leading capacity in fatty alcohols and DCP products [4]. Investment Outlook - The company is a leader in the fine chemicals sector, with significant production capacity in dimethyl succinate, fatty alcohols, and DCP products, benefiting from integrated and scaled advantages. The entry into the bio-based sector opens a second growth curve [5]. - Updated revenue forecasts for 2025-2027 are 2.227 billion yuan, 2.760 billion yuan, and 3.513 billion yuan respectively, with net profits of 244 million yuan, 347 million yuan, and 437 million yuan. The corresponding EPS estimates are 1.17 yuan, 1.67 yuan, and 2.10 yuan, with price-to-earnings ratios of 18, 12, and 10 times based on the closing price of 20.82 yuan on September 11 [5].

Core Viewpoint - Yuanli Chemical Group Co., Ltd. has established a strategic cooperation with Zhejiang University to jointly research advanced topics on the high-value utilization of waste polyolefins, aiming to develop innovative chemical conversion pathways to address existing technological bottlenecks [1] Group 1: Partnership Details - The signing ceremony took place at Yuanli Technology's headquarters, attended by Professor Cheng Youwei's team from Zhejiang University and relevant personnel from Yuanli Technology [1] - The collaboration aims to leverage Zhejiang University's expertise in cutting-edge chemical research and Yuanli Technology's advantages in industrialization and engineering transformation [1] Group 2: Research Objectives - The joint research will focus on converting difficult-to-process mixed waste polyolefins into high-value platform compounds, providing a new approach for the high-value utilization of waste polyolefins [1] - The anticipated research outcomes are expected to be applicable in the production of a series of high-performance new materials that meet strong market demand [1] Group 3: Environmental Impact - The partnership is positioned as a response to the growing global environmental challenges, particularly addressing the severe issue of "white pollution" [1] - Both parties express high hopes for the collaboration, believing that the synergy of their expertise and resource sharing will lead to significant breakthroughs in the high-value utilization of waste polyolefins [1]

证券代码：603217 证券简称：元利科技 元利化学集团股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 9 月 16 日 五、出席会议的股东（或股东代表）参加股东大会依法享有发言权、质询权、 表决权等权利，本次大会现场会议将于2025年9月16日下午14:30正式开始，要求 目 录 | 2025 | 年第一次临时股东大会会议须知 1 | | --- | --- | | 2025 | 年第一次临时股东大会会议议程 3 | | 议案一 | 审议关于《取消监事会并修订<公司章程>》的议案 4 | | 议案二 | 审议关于《制定和修订公司部分治理制度》的议案 5 | | 议案三 | 审议关于《公司<2025 年员工持股计划（草案）>及其摘要》的议案 6 | | 议案四 | 审议关于《公司<2025 年员工持股计划管理办法>》的议案 7 | | 议案五 | 审议关于《提请股东大会授权董事会办理公司 2025 年员工持股计划相关 | | | 事宜》的议案 8 | 2025 年第一次临时股东大会会议须知 为维护元利化学集团股份有限公司（以下简称"公司"）全体股东的合法权 益，确保本次股东大会的正常秩序 ...

Core Points - The company has established a 2025 Employee Stock Ownership Plan (ESOP) to enhance the alignment of interests between employees and shareholders, improve corporate governance, and boost employee motivation and creativity for sustainable development [1][2] - The ESOP will be implemented in compliance with relevant laws and regulations, ensuring voluntary participation and risk-bearing by employees [2][3] - The total number of employees participating in the ESOP will not exceed 111, with a proposed share allocation of 640,000 shares for directors and senior management, representing 22.22% of the total shares [3][4] Summary by Sections Chapter 1: General Provisions - The ESOP is designed to comply with the Company Law, Securities Law, and other relevant regulations [1] Chapter 2: Formulation of the Employee Stock Ownership Plan - The purpose of the ESOP is to create a profit-sharing mechanism and enhance company competitiveness [2] - The plan adheres to principles of legality, voluntary participation, and risk-bearing by employees [2] Chapter 3: Funding Sources, Stock Sources, Purchase Price, and Scale - The total funds raised for the ESOP will not exceed RMB 27.216 million, with a maximum of 2.88 million shares available for purchase at a price of RMB 9.45 per share [6][8] - The shares will be sourced from the company's repurchased A-shares [7][8] Chapter 4: Duration, Lock-up Period, and Unlocking Arrangements - The ESOP will last for 80 months, with specific unlocking arrangements for shares based on performance metrics [10][11] Chapter 5: Participation in Company Financing - The management committee will decide on participation in financing activities during the ESOP's duration [13] Chapter 6: Management of the Employee Stock Ownership Plan - The ESOP will be managed by a management committee responsible for daily operations and safeguarding participants' rights [14][15] Chapter 7: Changes, Termination, and Rights Disposal - The ESOP can be modified or terminated based on the approval of the majority of participants [20][21] Chapter 8: Supplementary Provisions - The ESOP does not guarantee continued employment for participants, and tax liabilities will be borne by the employees [28][29]

Core Points - The document outlines the information disclosure management system of Yuanli Chemical Group Co., Ltd, ensuring timely, truthful, accurate, and complete information disclosure to protect the rights of stakeholders [1][2][3] - The system applies to various personnel and entities within the company, including the board of directors, senior management, and other relevant parties responsible for information disclosure [1][2][3] Section 1: Basic Principles of Information Disclosure - The company and related disclosure obligors must disclose information in a timely and fair manner, ensuring the information is true, accurate, complete, and clear, without any false records or misleading statements [2][3] - Directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information, and must declare any disagreements regarding the information [2][3] - Disclosure must be based on objective facts and should not exaggerate or mislead [3][4] Section 2: General Provisions on Information Disclosure - The company must prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, which must be approved by the board of directors [5][6] - The annual report must be disclosed within four months after the end of the fiscal year, while the semi-annual report must be disclosed within two months after the first half of the fiscal year [5][6] Section 3: Temporary Reports - Temporary reports must be disclosed immediately for significant events that may impact the company's stock price, including major liabilities, asset impairments, or changes in shareholder equity [7][8] - The company must disclose any changes in its name, registered capital, or other significant corporate information promptly [8][9] Section 4: Disclosure Procedures - The procedures for disclosing periodic reports involve drafting by senior management, review by the board, and final disclosure by the board secretary [11][12] - For temporary reports, the board secretary must be notified immediately of any significant events, and relevant documents must be submitted for review [11][12] Section 5: Management and Responsibility of Information Disclosure - The board of directors leads and manages the information disclosure work, with the board secretary handling the specific tasks [12][13] - All relevant parties, including directors and senior management, are responsible for ensuring the accuracy and timeliness of disclosed information [14][15] Section 6: Confidentiality and Penalties - The company must implement strict confidentiality measures for undisclosed significant information, and insiders are obligated to keep such information confidential [15][16] - Violations of the disclosure rules may result in penalties and legal consequences for responsible individuals [16][17]

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, ensuring timely and effective handling of issues that may impact its stock price, commercial reputation, and normal operations [1][2]. Group 1: General Principles - The public opinion management system aims to protect investors' legal rights and is based on relevant laws and regulations, as well as the company's actual situation [1]. - Public opinion includes negative media reports, rumors that may harm the company, information affecting investor sentiment, and other events that could significantly impact stock prices [1]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion handling leadership group, led by the chairman, to coordinate responses to various public opinions [2]. - The leadership group is responsible for decision-making, assessing the impact of public opinion, coordinating external communications, and reporting to regulatory bodies [2][3]. Group 3: Principles and Measures for Handling Public Opinion - Public opinion is categorized into major and general public opinions, with major public opinions having a broader impact on the company's image and operations [3][4]. - The company emphasizes quick response, coordinated communication, proactive engagement, and systematic operations to manage public opinion effectively [4][5]. Group 4: Reporting and Response Procedures - The company has established a reporting process for public opinion, requiring timely and accurate reporting from relevant departments [5][6]. - In the case of major public opinion incidents, the leadership group will convene to make decisions and monitor developments closely [5]. Group 5: Accountability and Legal Obligations - Employees and related personnel are obligated to maintain confidentiality regarding undisclosed significant information, with penalties for violations [6][7]. - The company reserves the right to pursue legal action against media that disseminate false or misleading information that harms its reputation [6][7].

General Provisions - The rules are established to standardize the board meeting procedures and decision-making processes of Yuanli Chemical Group Co., Ltd. [1][2] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Board Office - The board office is responsible for handling daily affairs of the board and is led by the board secretary [2]. Regular Meetings - The board must hold at least one regular meeting in each half of the year [3]. - Proposals for regular meetings should be formed after consulting all directors [4]. Temporary Meetings - Temporary meetings should be convened under specific circumstances, such as legal requirements or proposals from shareholders [3][4]. - Proposals for temporary meetings must be submitted in writing and include relevant materials [4]. Meeting Notification - Notifications for regular and temporary meetings must be sent out at least ten days and five days in advance, respectively [3][4]. - Changes to meeting details must be communicated at least three days prior to the meeting [4]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [5]. - Directors are expected to attend meetings in person, and if unable, they must delegate another director with a written authorization [5][6]. Voting and Resolutions - Each proposal must be discussed thoroughly before voting, and resolutions require a majority of votes from the attending directors [19]. - Directors must abstain from voting on proposals where they have a conflict of interest [20]. Meeting Records - The board secretary is responsible for recording meeting minutes, which should include key details such as attendees, proposals discussed, and voting results [26][28]. - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [28][12]. Decision Execution - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status in future meetings [30]. Document Preservation - Meeting documents, including notifications, minutes, and voting records, must be preserved for ten years [31]. Amendments - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [32].

Core Points - The document outlines the rules for the shareholders' meeting of Yuanli Chemical Group Co., Ltd, ensuring compliance with relevant laws and regulations [2][20]. - The company is required to hold annual and temporary shareholders' meetings, with specific timelines for notification and convening [4][5]. - Legal opinions must be obtained for the validity of the meeting procedures and voting results [3][20]. Group 1: General Provisions - The rules are established to regulate the behavior of the company and ensure shareholders can exercise their rights legally [2]. - The board of directors is responsible for organizing the shareholders' meetings diligently and on time [2][4]. - Shareholders' meetings can be classified into annual and temporary meetings, with specific requirements for each type [4][5]. Group 2: Meeting Convening - The board must convene the shareholders' meeting within the stipulated timeframes, and independent directors can propose temporary meetings [6][7]. - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within 10 days [5][6]. - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [6][10]. Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be clearly defined [13][14]. - Shareholders holding at least 1% of shares can submit proposals 10 days before the meeting [14]. - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [15][16]. Group 4: Meeting Procedures - The meeting must be held at the company's registered location, and shareholders can attend in person or via proxy [10][11]. - Voting procedures must be clearly outlined in the meeting notification, including the timing for online voting [21][22]. - The meeting must maintain order, and any disruptions should be reported to the authorities [22][23]. Group 5: Voting and Resolutions - Shareholders can express their opinions on proposals as agree, disagree, or abstain [36]. - Voting results must be announced immediately after the meeting, detailing the number of shares represented [39]. - If a proposal is not approved, it must be highlighted in the meeting resolution announcement [40]. Group 6: Regulatory Measures - If the company fails to hold a meeting without justification, trading of its shares may be suspended [47]. - The company must correct any non-compliance with the rules as directed by regulatory authorities [48][49]. - Violations by directors or board secretaries can lead to disciplinary actions by regulatory bodies [49].