Jin Mao Law Firm 茂 律師事務所 40th Floor Bund Center, 222 East Yan An Road, Shanghai 200002, P.R.China 中国上海市延安东路 222 号外滩中心 40 楼 200002 Tel/电话:(8621) 6249 6040 Fax/传真:(8621) 6249 5611 Website/网址: www.jinmao.com.cn 上海市金茂律师事务所 关于辽宁鼎际得石化股份有限公司 2025年第三次临时股东大会之法律意见书 致:辽宁鼎际得石化股份有限公司 辽宁鼎际得石化股份有限公司(以下简称"公司")2025年第三次临时股东大 会（以下简称"本次股东大会"）于 2025 年 9 月 1 日下午在公司会议室召开。上 海市金茂律师事务所(以下简称"本所")经公司聘请并接受公司委托,委派马也 律师、茅丽婧律师(以下简称"本所律师")出席本次股东大会,并根据《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》"）、中国证券监督管理委员会公布的《上市公司股东会规则》 (以下简称"《股东会 ...

辽宁鼎际得石化股份有限公司 证券代码：603255 证券简称：鼎际得 公告编号：2025-041 一、通知债权人的原由 辽宁鼎际得石化股份有限公司（以下简称"公司"）于2025年8月13日召开 第三届董事会第九次会议和第三届监事会第八次会议、于2025年9月1日召开 2025年第三次临时股东大会，审议通过了《关于回购注销2024年第一期股票期 权与限制性股票激励计划部分限制性股票的议案》，具体情况如下： 鉴于公司已与《辽宁鼎际得石化股份有限公司2024年第一期股票期权与限 制性股票激励计划（草案）》中1名激励对象解除雇佣关系，公司董事会同意对 其已获授但尚未解除限售的全部限制性股票20,000股进行回购注销，回购价格 18.154元/股。前述限制性股票回购注销后，公司股份由134,611,667股变更为 134,591,667 股 ， 公 司 注 册 资 本 由 人 民 币 134,611,667 元 变 更 为 人 民 币 134,591,667元。具体内容详见公司分别于2025年8月14日、2025年9月2日刊载 于上海证券交易所网站(www.sse.com.cn)的《辽宁鼎际得石化股份有限公司关 于回购 ...

证券代码：603255 证券简称：鼎际得 公告编号：2025-040 辽宁鼎际得石化股份有限公司 2025年第三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： (五)公司董事、监事和董事会秘书的出席情况 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 1 日 (二)股东大会召开的地点：辽宁鼎际得石化股份有限公司会议室（营口市老边区 柳树镇） (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 | 78 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 99,896,188 | | 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（%） | 74.2106 | (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，董事长张再明先生主持。会议采用现场投 票和网络投票相结合 ...

Core Viewpoint - Dingjide (603255) reported a revenue of 438 million yuan for the first half of 2025, marking a year-on-year increase of 19.03%, but the net profit attributable to shareholders decreased by 20.52% to 4.2264 million yuan due to declining product prices and increased expenses [1][2] Group 1: Financial Performance - The company achieved a revenue of 438 million yuan in the first half of 2025, reflecting a year-on-year growth of 19.03% [1] - The net profit attributable to shareholders was 4.2264 million yuan, a decrease of 20.52% compared to the previous year [1] - Significant improvement in revenue and profit was observed in the second quarter, indicating effective internal operational strategy adjustments [1] Group 2: Product Development and Market Position - Dingjide is actively advancing its POE high-end new materials project, with the main device expected to commence production in September 2023 [2] - The company has received positive feedback from leading downstream enterprises regarding its trial products in the POE sector [2] - The 20,000 tons/year POE joint device is undergoing pipeline pressure testing and equipment debugging, with a supporting 30,000 tons/year α-olefin device and an electrolysis hydrogen production device also in progress [2] Group 3: Competitive Advantages - Cost advantage is a core competitive strength for Dingjide, with the total cost of the main and auxiliary catalysts for the 20,000 tons POE project estimated at 70 to 80 million yuan [2] - The self-produced α-olefin costs about 80% of the market price, and the unit cost after depreciation is approximately 10,000 yuan/ton, significantly lower than the industry average [2] - The company is expanding its overseas market presence for its antioxidant products, expecting profit improvements as production capacity ramps up in the third quarter [4] Group 4: Future Outlook - The company anticipates a significant increase in net profit by 2026 as POE product volumes expand [4] - Current POE prices are at historical lows, with a 28% decrease in mainstream import brand prices since the beginning of the year, but are expected to rebound by the end of the third quarter [4] - Dingjide aims to leverage technological innovation to enhance performance and market space, focusing on differentiated competitive advantages [4]

Core Viewpoint - The company is poised for a performance turning point and strategic opportunity due to breakthroughs in POE technology and capacity layout amidst a surge in demand for new energy and high-end manufacturing [1] Group 1: POE Project and Technological Advancements - The company's POE project is nearing production, with a 200,000 tons/year POE unit undergoing pipeline pressure testing and equipment debugging, expected to officially launch in September [2] - The self-developed metallocene catalyst has achieved international leading performance, with polymerization activity 1.1 times the industry average, and the product indicators surpassing those of international giants like Dow and LG Chem [2] - Cost advantages are a core competitive strength, with the total cost of catalysts for the 200,000 tons POE unit estimated at 70-80 million yuan, significantly lower than a well-known domestic competitor's 200 million yuan [2] Group 2: Financial Performance and Market Outlook - In the first half of 2025, the company achieved revenue of 438 million yuan, a year-on-year increase of 19.03%, but net profit decreased by 20.52% due to lower product prices and increased expenses [3] - Q2 showed significant improvement in both revenue and profit, indicating that internal operational strategy adjustments are beginning to yield results, with expectations for a performance turning point as POE capacity is released [3] - The current low price of POE is expected to rebound as demand from emerging markets increases, allowing the company to benefit from a "price + cost" dual effect, leading to substantial profit elasticity [3] Group 3: Applications in High-Performance Materials - The company is actively involved in the high-performance materials sector, utilizing "antioxidants + POE modified materials" to address challenges in PEEK processing and enhance its application in high-end scenarios [4] - In the robotics field, the company's POE special modified materials can provide flexible solutions for components, with a 30% increase in tensile strength and a 15-20% cost reduction compared to traditional TPU materials [4] - The demand for electronic skin in humanoid robots is projected to grow significantly, with the unique properties of POE materials offering extensive application potential [4] Group 4: Strategic Positioning and Future Growth - Since its establishment, the company has focused on technological innovation, industry chain extension, and global layout, creating a differentiated competitive advantage [5] - The upcoming production of the POE project and breakthroughs in PEEK applications are expected to drive a dual explosion in performance and market space [5] - With the release of capacity in Q3 and a rebound in POE prices, the company is anticipated to achieve a "turnaround + high growth" value reassessment [5]

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company reported a revenue of 438 million yuan for the first half of 2025, representing a year-on-year increase of 19.03%. However, the net profit attributable to shareholders decreased by 20.52% to 4 million yuan, and the net profit excluding non-recurring items fell by 31.06% to 3 million yuan [2][6]. - In Q2 2025, the company achieved a revenue of 239 million yuan, which is a 28.63% year-on-year increase and a 19.71% quarter-on-quarter increase. The net profit attributable to shareholders surged by 583.76% year-on-year to 8 million yuan, with a quarter-on-quarter increase of 325.40%. The net profit excluding non-recurring items also saw a significant rise of 643.02% year-on-year to 8 million yuan, with a quarter-on-quarter increase of 255.31% [2][6]. Summary by Sections Event Description - The company is on the verge of launching its POE project, which is expected to significantly boost its performance. The first phase of the project includes the construction of a 200,000 tons/year POE facility and a 300,000 tons/year ethylene to alpha-olefins facility, with a total investment of 5.6 billion yuan. The project is anticipated to commence production by September 30, 2025 [12][12]. - The domestic consumption of POE is projected to be 910,000 tons in 2024, all of which is currently imported, indicating a substantial opportunity for domestic production [12]. Financial Performance - The company forecasts net profits attributable to shareholders of 70 million yuan, 549 million yuan, and 614 million yuan for 2025, 2026, and 2027 respectively. The corresponding price-to-earnings ratios based on the closing price on August 29, 2025, are projected to be 67.0 times, 8.6 times, and 7.7 times [12][12].

Market Overview - On August 29, the chemical products sector rose by 0.89%, with Aipu Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Top Gainers in Chemical Sector - Aipu Co., Ltd. (603020) closed at 10.87, up 10.02% with a trading volume of 402,700 shares and a turnover of 424 million yuan [1] - Jianye Co., Ltd. (603948) closed at 29.17, up 9.99% with a trading volume of 49,200 shares and a turnover of 144 million yuan [1] - AkzoNobel (603722) closed at 56.46, up 8.16% with a trading volume of 63,500 shares and a turnover of 347 million yuan [1] - JuHua Co., Ltd. (600160) closed at 38.69, up 6.88% with a trading volume of 792,300 shares and a turnover of 3.027 billion yuan [1] Top Losers in Chemical Sector - ST Quantai (300225) closed at 5.16, down 7.03% with a trading volume of 300,300 shares and a turnover of 159 million yuan [2] - Matsui Co., Ltd. (688157) closed at 40.36, down 6.57% with a trading volume of 55,000 shares and a turnover of 226 million yuan [2] - Kaimete Gas (002549) closed at 15.98, down 4.65% with a trading volume of 1,144,000 shares and a turnover of 1.873 billion yuan [2] Fund Flow Analysis - The chemical products sector experienced a net outflow of 1.219 billion yuan from institutional investors, while retail investors saw a net inflow of 701 million yuan [2] - The sector's overall fund flow indicates a mixed sentiment, with institutional selling and retail buying [2] Individual Stock Fund Flow - Sanmei Co., Ltd. (603379) had a net inflow of 90.6979 million yuan from institutional investors, while retail investors had a net outflow of 11.25% [3] - Newhan New Materials (301076) saw a net inflow of 90.5876 million yuan from institutional investors, with a retail net outflow of 8.07% [3] - Silicon Treasure Technology (300019) had a net inflow of 78.6861 million yuan from institutional investors, but retail investors experienced a net outflow of 5.19% [3]

Core Viewpoint - The recent financial report of Dingjide (603255) shows a mixed performance with a significant increase in revenue but a decline in net profit, indicating potential challenges in profitability and cash flow management [1]. Financial Performance Summary - Total revenue for the first half of 2025 reached 438 million yuan, a year-on-year increase of 19.03% compared to 368 million yuan in 2024 [1]. - Net profit attributable to shareholders was 4.23 million yuan, down 20.52% from 5.32 million yuan in the previous year [1]. - The gross profit margin decreased to 9.95%, a decline of 38.36% from 16.15% in 2024, while the net profit margin fell to 0.67%, down 34.25% from 1.02% [1]. - The company reported a significant increase in accounts receivable, which reached 385 million yuan, up 34.81% from 285 million yuan [1]. - The total liabilities increased dramatically, with interest-bearing debt rising by 344.55% to 2.75 billion yuan [1]. Cash Flow and Asset Management - Operating cash flow per share was -0.58 yuan, a drastic decline of 1424.52% compared to -0.04 yuan in the previous year, indicating severe cash flow issues [1]. - The company’s cash and cash equivalents decreased by 17.81% to 169 million yuan, reflecting challenges in liquidity management [3]. - The total assets increased by 34.54%, primarily due to increased construction in progress at the subsidiary [15]. Expense and Cost Analysis - Total selling, administrative, and financial expenses amounted to 39.48 million yuan, accounting for 9.01% of revenue, a decrease of 15.01% year-on-year [1]. - Financial expenses surged by 99.40%, attributed to reduced interest income and increased short-term borrowing costs [12]. Investment and Future Outlook - Analysts expect the company's performance in 2025 to reach a net profit of 92 million yuan, with an average earnings per share of 0.68 yuan [18]. - The company’s reliance on capital expenditure for growth raises concerns about the sustainability of its business model and the effectiveness of its investment strategies [17].

Core Insights - The company Dingjide reported an increase in shareholder accounts, reaching 6,653 as of June 30, 2025, which is a 34.43% increase from March 31, 2025, with an addition of 1,704 accounts [1][2] - The average number of shares held per account decreased from 27,200 to 20,200, while the average market value per account is 624,200 yuan [1][2] - Compared to the chemical products industry, Dingjide's shareholder accounts are below the industry average of 27,500, but its average market value per account exceeds the industry average of 303,800 yuan [1][2] Financial Performance - From March 31, 2025, to June 30, 2025, Dingjide's stock price experienced a decline of 1.09%, despite the increase in shareholder accounts [1][2] - The company saw a net outflow of 108 million yuan from institutional investors, while retail investors contributed a net inflow of 63.14 million yuan during the same period [2]

Core Viewpoint - Dingjide (603255.SH) reported its 2025 semi-annual results, highlighting a significant presence of institutional investors holding 56.96% of its total shares, although this represents a decrease of 2.35 percentage points from the previous quarter [1] Institutional Holdings - As of August 26, 2025, five institutional investors disclosed their holdings in Dingjide, totaling 76.67 million shares [1] - The institutional investors include Yingkou Dingjide Industrial Development Co., Ltd., Yingkou Shengjin Industrial Development Co., Ltd., National Social Security Fund 503 Portfolio, Yingkou Dingjide Enterprise Management Consulting Center (Limited Partnership), and Industrial and Commercial Bank of China - Nuoan New Economy Equity Fund [1] - The total institutional holding percentage decreased by 2.35 percentage points compared to the last quarter [1] Public Fund Activity - One new public fund disclosed its holdings during this period, specifically the Nuoan New Economy Equity Fund [1] Social Security Fund Changes - The National Social Security Fund 503 Portfolio was the only social security fund to reduce its holdings, with a decrease of 1.04% compared to the previous quarter [1]