重要内容提示： 浙江三美化工股份有限公司 2025年第一次临时股东会决议公告 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。 证券代码：603379 证券简称：三美股份 公告编号：2025-059 (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况 等。 本次会议由董事会召集，由董事长胡淇翔主持，会议采取现场投票和网络投 票相结合的表决方式，符合《公司法》及《公司章程》等规定。 (五)公司董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)股东会召开的时间：2025 年 9 月 8 日 (二)股东会召开的地点：浙江省武义县青年路 218 号公司办公楼会议室 (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 | 198 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 427,482,753 | | 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 | 70.0241 | | 份总 ...

北京市嘉源律师事务所 关于浙江三美化工股份有限公司 2025 年第一次临时股东会的 法律意见书 FT 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 RE IT 等 分 N LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 致:浙江三美化工股份有限公司 北京市嘉源律师事务所 关于浙江三美化工股份有限公司 2025 年第一次临时股东会的 法律意见书 嘉源(2025)-04-635 进行了充分的核查验证,保证本法律意见所认定的事实真实、准确、完整,所发 表的结论性意见合法、准确,不存在虚假记载、误导性陈述或者重大遗漏,并承 担相应法律责任。 基于前述,本所律师根据相关法律法规的要求,按照律师行业公认的业务标 准、道德规范和勤勉尽责的精神,就本次股东会的相关事项出具法律意见如下: 一、本次股东会的召集与召开程序 北京市嘉源律师事务所(以下简称"本所")接受浙江三美化工股份有限公 司(以下简称"公司")的委托,根据《中华人民共和国公司法》(以下简称"《公 司法》")《上 ...

Investment Rating - The report maintains a rating of "Overweight" for the basic chemical industry [6] Core Viewpoints - The refrigerant industry is experiencing a sustained upward trend in demand, with leading companies showing significant profit growth in H1 2025. The production quotas for second-generation fluorinated refrigerants will be further reduced, and third-generation refrigerants will be subject to production quotas, tightening supply. This, combined with a steady recovery in downstream demand, is optimizing the supply-demand dynamics in the refrigerant market [1][2] - The price of refrigerants has been rising, leading to substantial increases in profitability for major companies. For instance, in H1 2025, the net profits of major domestic refrigerant companies such as Juhua Co., Sanmei Co., Yonghe Co., and Dongyue Group increased by 146.97%, 159.22%, 140.80%, and 153.28% respectively [1] - The price differences for third-generation refrigerants have significantly increased, with R32 prices rising by 15.24% since early July 2025 and 40.70% since the beginning of the year. The price difference for R32 reached 42,761 yuan/ton, reflecting a 19.68% increase since early July and a 66.79% increase since the beginning of the year [2] - Leading refrigerant companies are accelerating their entry into the liquid cooling sector, driven by tightening environmental regulations and increasing demand for AI computing power. Companies like Juhua Co. and Sanmei Co. are investing in high-value-added liquid cooling technologies, which are expected to benefit from the growing AI computing needs and domestic substitution opportunities [3][4] - The liquid cooling technology market is projected to grow significantly, with global market sizes expected to reach 4.5 billion USD in 2025 and 19.4 billion USD by 2032, representing a CAGR of 23% from 2025 to 2032 [4] Summary by Sections Industry Overview - The refrigerant industry is in a high prosperity cycle, with major companies reporting strong performance due to supply constraints and rising prices [1][5] - The report highlights the ongoing recovery in downstream demand, which is expected to further support price increases in the refrigerant market [2] Price Trends - The report tracks significant price increases for key refrigerants, with R32, R125, and R134a showing notable price growth in 2025 [2][18] - The price of R32 reached 60,500 yuan/ton, marking a 40.70% increase since the beginning of 2025 [2] Company Developments - Major companies are expanding their operations into the liquid cooling market, with Juhua Co. planning to produce 5,000 tons/year of cooling liquid and Sanmei Co. launching a 19,000 tons/year electronic-grade fluorinated liquid project [3][4] - The transition to liquid cooling technologies is seen as a strategic move to capture growth opportunities in the AI sector and to leverage existing technological advantages [3][4]

Market Performance - The basic chemical index increased by 1.11% from August 23 to August 29, while the CSI 300 index rose by 2.71%, indicating that the basic chemical sector underperformed the CSI 300 by 1.60 percentage points, ranking 11th among all sectors [1][2] - The top-performing sub-industries included nylon (5.68%), rubber additives (5.44%), potassium fertilizer (4.65%), food and feed additives (2.99%), and fluorochemicals (2.99%) [1][2] Chemical Product Price Trends - The top five products with the highest weekly price increases were NYMEX natural gas (11.11%), crude phenol (7.12%), niacinamide (5.78%), phenol oil (5.16%), and hydrofluoric acid (5.00%) [3] - The top five products with the largest weekly price declines included liquid chlorine (-75.00%), sodium (-6.78%), coal tar (-4.17%), anthracene oil (-4.11%), and lithium carbonate (industrial grade) (-4.09%) [3] Industry Dynamics - In the first half of 2025, the basic chemical sector achieved operating revenue of 1,123.83 billion yuan, a year-on-year increase of 3.03%, and a net profit attributable to shareholders of 69.72 billion yuan, up 4.43% year-on-year [4] - In Q2 2025, the sector reported operating revenue of 587.10 billion yuan, a year-on-year increase of 0.80% and a quarter-on-quarter increase of 9.38%, with a net profit of 35.72 billion yuan, down 2.66% year-on-year but up 5.03% quarter-on-quarter, indicating an improving trend in quarterly profitability [4] Company Performance Highlights - In the refrigerant sector, Juhua Co. reported H1 2025 operating revenue of 13.33 billion yuan, up 10.36% year-on-year, and a net profit of 2.05 billion yuan, up 145.84% year-on-year [6] - Sanmei Co. achieved H1 2025 operating revenue of 2.83 billion yuan, a 38.58% increase year-on-year, with a net profit of 999.5 million yuan, up 159.22% year-on-year [6] - In the agricultural chemicals sector, Yara International reported H1 2025 operating revenue of 2.52 billion yuan, a 48.54% increase year-on-year, and a net profit of 855 million yuan, up 216.64% year-on-year [7] - Salt Lake Co. reported H1 2025 operating revenue of 6.78 billion yuan, down 6.30% year-on-year, but a net profit of 2.52 billion yuan, up 13.69% year-on-year [7] Investment Recommendations - Current investment focus includes the refrigerant sector, with recommendations for companies like Jingshi Resources, Juhua Co., Sanmei Co., and Yonghe Co. [9] - The chemical fiber sector is also highlighted, with recommendations for Huafeng Chemical, Xin Fengming, and Taihe New Materials [9] - Other recommended companies include Wanhua Chemical, Hualu Hengsheng, Luxi Chemical, and Baofeng Energy [9] - The tire sector includes recommendations for Sailun Tire, Senqilin, and Linglong Tire [9] - In the agricultural chemicals sector, recommended companies include Yara International, Salt Lake Co., Xingfa Group, Yuntianhua, and Yangnong Chemical [9] - High-quality growth stocks to watch include Blue Sky Technology, Shengquan Group, and Shandong Heda [9] Industry Rating - The basic chemical industry maintains an "overweight" rating [10]

Core Viewpoint - The company reported significant growth in revenue and net profit for the first half of 2025, driven by rising prices of fluorinated refrigerants and improved industry dynamics due to quota management policies [1][2]. Financial Performance - For the first half of 2025, the company achieved revenue of 2.828 billion yuan, a year-on-year increase of 38.58%, and a net profit attributable to shareholders of 999.5 million yuan, up 159.22% year-on-year [1]. - In Q2 2025, the company recorded revenue of 1.616 billion yuan, a year-on-year increase of 49.36% and a quarter-on-quarter increase of 33.32%, marking a historical high for a single quarter [1]. - The net profit for Q2 2025 was 594 million yuan, reflecting a year-on-year increase of 158.98% and a quarter-on-quarter increase of 48.33%, also a record high for a single quarter [1]. Industry Dynamics - The price of fluorinated refrigerants has been on the rise since early 2024 due to quota management policies, leading to improved competition in the industry [1][2]. - The average prices for the refrigerants R32, R134a, and R125 in Q2 2025 were 49,811 yuan/ton, 47,689 yuan/ton, and 45,270 yuan/ton, representing year-on-year increases of 49.63%, 52.41%, and 8.35% respectively [2]. - As of September 1, 2025, the prices for these refrigerants reached 60,000 yuan/ton, 51,500 yuan/ton, and 45,500 yuan/ton, indicating a continued upward trend [2]. Production and Sales - In the first half of 2025, the company's production of fluorinated refrigerants was 88,300 tons, a year-on-year increase of 0.51%, while external sales were 62,000 tons, a year-on-year decrease of 6.27% [1]. - The average selling price for external sales was 39,038 yuan/ton, a significant year-on-year increase of 56.53%, contributing to revenue of 2.419 billion yuan from refrigerants, up 46.59% year-on-year [1]. Future Outlook - The company is expected to benefit from the ongoing favorable cycle in the refrigerant industry, with projected net profits for 2025-2027 being adjusted to 2.049 billion yuan, 2.460 billion yuan, and 2.893 billion yuan respectively [3]. - The company holds significant production quotas for various refrigerants, including R22, R32, R134a, and R125, with domestic market shares of 5.25%, 11.81%, 23.97%, and 18.43% respectively [2].

Investment Rating - The report maintains an "Outperform" rating for the fluorochemical industry [5][8]. Core Views - The fluorochemical industry is experiencing a strong performance, with the industry index outperforming major stock indices in August 2025. The fluorochemical index rose by 16.75% compared to the previous month, indicating robust market dynamics [1][15]. - Main refrigerant prices are expected to continue stable growth, driven by limited supply and strong demand. The average prices for R32 and R134a are projected to rise in the coming months [2][22]. - The development of liquid cooling technology is expected to significantly boost the demand for fluorinated liquids and refrigerants, as traditional cooling methods are becoming less effective [4][62]. Summary by Sections 1. Industry Performance - As of August 29, 2025, the fluorochemical index reached 1681.54 points, up 16.75% from the end of July, outperforming the Shenwan Chemical Index by 7.77 percentage points [1][15]. 2. Refrigerant Market Review - The prices of major refrigerants are on an upward trend due to supply constraints. R32 is expected to average 62,000 CNY/ton in September to November, while R134a is projected to average 52,000 CNY/ton [2][22][24]. - Export data shows a mixed performance, with R32 exports increasing by 13% year-on-year, while R22 exports decreased by 34% [35]. 3. Liquid Cooling Demand - The rise of AI technology and increased server power density are driving the shift towards liquid cooling solutions, which are more efficient than traditional air cooling methods. This trend is expected to enhance the demand for fluorinated liquids and refrigerants [4][62][66]. 4. Regulatory Environment - China's commitment to the Montreal Protocol includes significant reductions in HCFCs and HFCs production and usage, which will impact the refrigerant market dynamics positively in the long term [71][74]. 5. Key Companies and Investment Recommendations - Companies such as Juhua Co., Dongyue Group, and Sanmei Co. are highlighted as key players in the fluorochemical sector, with strong growth prospects due to their leading positions in refrigerant quotas and advanced technologies [4][8][70].

Group 1 - The meeting of Zhejiang Sanmei Chemical Industry Co., Ltd. is scheduled for September 8, 2025, at 14:30, with both on-site and online voting options available [1][2] - The agenda includes the proposal for providing guarantees for a joint venture company, Chongqing Xinmeihe Technology Co., Ltd., which is a related party transaction [4][6] - The company holds a 49% stake in Xinmeihe, and the proposed guarantee amount is 100 million yuan [5][6] Group 2 - The company aims to enhance the financing capability of Xinmeihe to meet its operational and project investment needs, aligning with the company's overall development strategy [10] - The board of directors has approved the proposal with a unanimous vote, and it will be submitted for shareholder approval [10][11] - Independent directors have expressed that the guarantee is a reasonable business necessity and does not harm the interests of the company or its shareholders [10]

公司代码：603379 公司简称：三美股份 浙江三美化工股份有限公司 Zhejiang Sanmei Chemical Industry Co., Ltd. 二〇二五年九月八日 | 年第一次临时股东会会议须知 2025 3 | | --- | | 议案一：关于为参股公司提供担保暨关联交易的议案 5 | 浙江三美化工股份有限公司 2025 年第一次临时股东会会议议程 一、会议召集人：浙江三美化工股份有限公司董事会 二、会议召开的日期、时间： （浙江省武义县青年路 218 号） 2025 年第一次临时股东会会议资料 现场会议时间：2025 年 9 月 8 日 14 点 30 分 网络投票起止时间：自 2025 年 9 月 8 日至 2025 年 9 月 8 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通过互联 网投票平台的投票时间为股东会召开当日的 9:15-15:00。 三、现场会议地点：浙江省武义县青年路 218 号公司办公楼会议室 四、会议的表决方式：现场投票与网络投票相结合 五、股权 ...

Investment Rating - The report maintains an "Optimistic" rating for the chemical industry [4][6]. Core Insights - The chemical industry is experiencing a recovery in profitability in Q2 2025, driven by a decrease in oil and coal prices, which has alleviated cost pressures. The industry is expected to enter a long-term upward trend due to improved supply-demand balance and supportive domestic policies [4][5][7]. - The report highlights strong demand recovery in specific sectors such as pesticides, fluorochemicals, potassium fertilizers, and coal chemicals, while some sectors like organic silicon and viscose have seen significant declines [5][6][7]. - The report emphasizes the importance of focusing on high-growth demand sectors, including the textile supply chain, agricultural chemicals, and export-related products, while also considering the benefits from "anti-involution" policies [5][6][7]. Summary by Sections 1. Industry Overview - In Q2 2025, the chemical sector's revenue reached 548.3 billion yuan, a year-on-year increase of 2% and a quarter-on-quarter increase of 10%. Net profit was 35.5 billion yuan, down 5% year-on-year but up 8% quarter-on-quarter [5][32]. - The overall gross margin for the chemical industry was 17.9%, with a slight quarter-on-quarter increase of 0.3 percentage points [5][32]. 2. Sector Performance - The report identifies significant performance improvements in sectors such as pesticides, fluorochemicals, potassium fertilizers, and coal chemicals, while sectors like organic silicon and viscose have faced declines [5][6]. - The report notes that the overall asset-liability ratio for the chemical industry is at 50.0%, indicating a historical low, and capital expenditure growth has significantly slowed down [5][32]. 3. Future Outlook - The report anticipates a long-term recovery in demand driven by stable global GDP growth and easing external trade tensions, with a focus on key materials for semiconductor and AI-related industries [5][6][7]. - The report suggests that the chemical industry will benefit from a combination of improved demand and supply-side reforms, including the exit of outdated production capacities [5][6][7].

Investment Rating - The report maintains a "Buy" rating for the company, expecting the stock price to outperform the industry index by more than 15% in the next six months [4][18]. Core Views - The company's performance in the first half of 2025 shows significant growth, driven by rising refrigerant prices, with a year-on-year revenue increase of 38.58% and a net profit increase of 159.22% [1][2]. - The overall market for refrigerants is expected to remain tight, with prices likely to continue rising due to the gradual consumption of production quotas and seasonal demand increases [8][10]. Financial Performance Summary - Revenue projections for the company are as follows: 2025E at 6,294 million yuan, 2026E at 7,172 million yuan, and 2027E at 8,011 million yuan, reflecting growth rates of 55.8%, 14.0%, and 11.7% respectively [1][10]. - The net profit is projected to reach 2,108 million yuan in 2025E, with a growth rate of 170.8%, followed by 2,615 million yuan in 2026E and 3,068 million yuan in 2027E [1][10]. - The company's return on equity (ROE) is expected to improve significantly, reaching 25.1% in 2025E, 24.1% in 2026E, and 22.3% in 2027E [1][10]. Product Performance Summary - In the first half of 2025, the company reported revenues from refrigerants, foam agents, and hydrogen fluoride of 2,419 million yuan, 98 million yuan, and 276 million yuan respectively, with year-on-year growth rates of 46.59%, 15.33%, and 1.80% [2]. - The average selling prices for refrigerants, foam agents, and hydrogen fluoride were 39,000 yuan/ton, 22,700 yuan/ton, and 8,500 yuan/ton respectively, showing year-on-year increases of 56.53%, 36.87%, and 11.79% [2]. Industry Outlook Summary - The refrigerant market is currently in a tight balance, with prices expected to remain high due to ongoing supply constraints and seasonal demand spikes [8][10]. - The company is advancing multiple projects aimed at enhancing its integrated fluorochemical industry chain, which is expected to further strengthen its market position [9][10].