| 证券代码：605020 | 证券简称：永和股份 | 公告编号：2025-054 | | --- | --- | --- | | 债券代码：111007 | 债券简称：永和转债 | | 一、董事会会议召开情况 浙江永和制冷股份有限公司（以下简称"公司"）第四届董事会第二十次会 议于 2025 年 7 月 3 日（星期四）以通讯方式召开。会议通知已于 2025 年 6 月 30 日以邮件方式送达各位董事。本次会议应出席董事 9 人，实际出席董事 9 人。 会议由董事长童建国先生主持，公司监事及高级管理人员列席会议。本次会 议的召集、召开符合《公司法》等有关法律法规及《公司章程》的规定，会议合 法有效。 二、董事会会议审议情况 （一）审议通过《关于取消监事会、变更注册资本并修订<公司章程>的议 案》 根据《中华人民共和国公司法》《上市公司章程指引》等相关法律、行政法 规的规定，为优化公司治理结构并适应公司实际情况，公司决定不再设立监事会， 其原有职权由董事会审计委员会行使，同时废止《浙江永和制冷股份有限公司监 事会议事规则》等监事会相关制度；依据前述法律法规增设职工董事等；同时， 结合公司注册资本变动情况，对《 ...

Key Points - The company announced the conversion of convertible bonds and the results of the 2021 stock incentive plan, indicating minimal activity in both areas [1][2][4] - As of June 30, 2025, a total of 602,913 shares were converted from the "Yonghe Convertible Bonds," representing 0.1593% of the total shares before conversion, with an outstanding convertible bond amount of 785,619,000.00 yuan, accounting for 98.2024% of the total issuance [1][4] - The stock option exercise results for the 2021 incentive plan showed no shares were exercised in the second quarter of 2025, with a cumulative total of 0 shares exercised as of June 30, 2025, representing 0.00% of the total exercisable amount [1][10][12] - The initial conversion price of the "Yonghe Convertible Bonds" was adjusted multiple times, with the latest adjustment bringing it down to 19.68 yuan per share as of June 13, 2025 [2][4] - The company’s total share capital before the changes was 470,492,025 shares, which decreased to 470,490,376 shares after accounting for the conversion and other adjustments [12][13]

| 证券代码：605020 | 证券简称：永和股份 | 公告编号：2025-053 | | --- | --- | --- | | 债券代码：111007 | 债券简称：永和转债 | | 浙江永和制冷股份有限公司 关于 2025 年第二季度可转债转股及公司 2021 年股权 激励计划自主行权结果暨股份变动的公告 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。 重要内容提示： 可转债转股情况 2025 年第二季度，"永和转债"转股金额为 10,000.00 元，因转股形成的股 份数量为 508 股，占可转债转股前公司已发行股份总额的 0.0001%。截至 2025 年 6 月 30 日，累计共有 14,381,000.00 元"永和转债"已转换为公司股票，因转 股形成的股份数量为 602,913 股，占可转债转股前公司已发行股份总额的 0.1593%。 截至 2025 年 6 月 30 日，尚未转股的可转债金额为 785,619,000.00 元，占可 转债发行总量的 98.2024%。 2021 年股权激励计划自主行权结果 2 ...

债券简称：永和转债 债券代码：111007 股票简称：永和股份 股票代码：605020 浙江永和制冷股份有限公司 可转换公司债券受托管理事务报告 （2024年度） 发行人 浙江永和制冷股份有限公司 （浙江省衢州市世纪大道 893 号） 债券受托管理人 中信证券股份有限公司 （广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座） 二〇二五年六月 重要声明 中信证券股份有限公司（以下简称"中信证券"）编制本报告的内容及信息 均来源于浙江永和制冷股份有限公司（以下简称"永和股份""发行人"或"公 司"）对外公布的《浙江永和制冷股份有限公司 2024 年年度报告》等相关公开信 息披露文件以及第三方中介机构出具的专业意见。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断，而不应将本报告中的任何内容据以作为中信证券所作的承诺 或声明。 2 目 录 | 重要声明 | ·······································································2 | | --- | --- | | 目 | 录··········· ...

Investment Rating - The report maintains a "Buy" rating for Yonghe Co., Ltd. [4] Core Views - The refrigerant market is entering a long-term prosperity cycle, with a focus on the company's fluorinated polymer materials and fine chemicals layout [1] - The company is expected to see stable revenue growth in 2024, driven by new production facilities coming online and rising refrigerant prices [2][3] - The demand for refrigerants is anticipated to increase due to the growth in air conditioning production, leading to a favorable supply-demand balance [9] Financial Summary - Revenue projections for Yonghe Co., Ltd. are as follows: 2025 revenue is expected to be 56.81 billion yuan, 2026 at 64.18 billion yuan, and 2027 at 68.50 billion yuan, with year-on-year growth rates of 23.3%, 13.0%, and 6.7% respectively [11] - The net profit attributable to shareholders is projected to be 5.83 billion yuan in 2025, 7.74 billion yuan in 2026, and 9.23 billion yuan in 2027, with significant growth rates of 132.0%, 32.7%, and 19.2% respectively [11] - The company's earnings per share (EPS) are expected to increase from 1.24 yuan in 2025 to 1.96 yuan in 2027 [11] Revenue Breakdown - In 2024, the revenue from fluorocarbon chemicals, fluorinated polymer materials, and chemical raw materials is expected to be 24.47 billion yuan, 15.81 billion yuan, and 4.36 billion yuan respectively [2] - The average selling prices for these products in 2024 are projected to be 2.37 million yuan/ton for fluorocarbon chemicals, 4.09 million yuan/ton for fluorinated polymer materials, and 0.18 million yuan/ton for chemical raw materials [2] Production Capacity and Projects - The company has new projects in fluorinated polymer materials and fine chemicals that are gradually coming online, which are expected to enhance competitiveness and open new revenue growth avenues [10] - By the end of 2024, the company will have a production capacity of 82,800 tons for fluorinated polymer materials and fine chemicals, with additional capacity under construction exceeding 30,000 tons [10]

Investment Rating - The investment rating for the chemical raw materials industry is "Positive" (maintained) [1] Core Viewpoints - The refrigerant market is experiencing an upward trend, supported by a well-defined business model and ongoing validation of industry logic [4] - The fluorochemical industry is entering a long-term prosperity cycle, with significant growth potential across the entire supply chain, from raw materials like fluorite to high-end fluorinated materials and fine chemicals [20] Summary by Sections 1. Fluorochemical Market Overview - The fluorite market is under pressure, with the average market price for 97% wet fluorite at 3,387 CNY/ton as of June 6, down 3.09% week-on-week and 9.85% year-on-year [6][17] - The market is characterized by weak demand and a surplus of supply, leading to a negative feedback loop that suppresses immediate purchasing needs [17][32] 2. Refrigerant Market Trends - As of June 20, refrigerant prices are on an upward trend: R32 at 52,000 CNY/ton (+0.97% week-on-week), R125 at 45,500 CNY/ton (unchanged), R134a at 48,500 CNY/ton (unchanged), R410a at 48,500 CNY/ton (unchanged), and R22 at 35,000 CNY/ton (-2.78%) [7][18][45] - The external trade market for refrigerants shows stability, with R32 external reference price at 51,000 CNY/ton (unchanged) and R22 at 32,000 CNY/ton (unchanged) [7][18] 3. Beneficiary Companies - Recommended beneficiary companies include Jinshi Resources, Juhua Co., Sanmei Co., and Haohua Technology, with other beneficiaries being Dongyangguang, Yonghe Co., Dongyue Group, and Xinzhou Bang [9][20]

Core Viewpoint - The document outlines the securities investment management system of Zhejiang Yonghe Refrigeration Co., Ltd., aiming to regulate investment behavior, mitigate risks, and enhance operational efficiency while protecting investor rights and company interests [1][2]. Group 1: General Principles - The securities investment is defined as the company's activities in domestic and foreign markets to maximize returns while controlling risks [1]. - The investment principles include compliance with laws, prudent and effective investment practices, and ensuring that the investment scale aligns with the company's asset structure [2]. - The funding for securities investments must come from the company's own funds, prohibiting the use of raised funds [2]. Group 2: Approval Procedures and Decision Authority - The company must adhere to strict approval procedures for securities investments, with decision-making authority based on the investment amount relative to the company's audited net assets [3]. - The board of directors and shareholders can authorize the chairman to make specific investment decisions within the approved limits [3][4]. - The company can estimate future investment ranges and amounts for up to 12 months to streamline the approval process [4]. Group 3: Professional Management and Internal Processes - A securities investment working group or designated personnel is responsible for managing and operating securities investments, including feasibility analysis and risk assessment [5]. - The finance department must establish accounting methods and maintain complete financial records related to securities investments [5]. - The legal department is tasked with ensuring compliance with information disclosure requirements related to securities investments [6]. Group 4: Risk Control and Supervision - The company must implement strict control systems to separate investment operations from other business activities, ensuring independent oversight [6]. - The audit center is responsible for auditing the use of funds and the execution of investment activities, reporting findings to the audit committee [6]. - Independent directors and the audit committee have the authority to supervise and propose external audits if irregularities are found [6]. Group 5: Information Disclosure - The company must comply with regulations regarding information management and disclosure related to securities investments [7]. - The legal department is responsible for external communication of investment activities, ensuring confidentiality before public disclosure [7]. - The board of directors must monitor the progress and safety of investments, taking immediate action in case of significant losses [7]. Group 6: Miscellaneous Provisions - The document stipulates that any matters not covered will follow relevant laws and regulations, with the company's articles of association taking precedence in case of discrepancies [8]. - The terms "above" and "within" include the stated numbers, while "exceed" does not [8]. - The system becomes effective upon approval by the board of directors [8].

Core Viewpoint - Zhejiang Yonghe Refrigeration Co., Ltd. has adjusted the stock option exercise price and related matters in its 2021 stock option and restricted stock incentive plan, ensuring compliance with relevant laws and regulations [4][14]. Summary by Sections Legal Opinion and Compliance - The law firm has conducted a thorough review of the necessary documents and facts to issue the legal opinion, ensuring adherence to the Company Law, Securities Law, and relevant regulations [4][5]. - The law firm confirms that all required approvals and authorizations for the adjustment have been obtained, aligning with the management measures and the company's articles of association [14]. Adjustment Details - The adjustment was necessitated by the company's profit distribution plan, which included a cash dividend of 0.25 RMB per share, totaling approximately 117.41 million RMB [14]. - The adjustment method for the stock option exercise price is based on the dividend distribution, resulting in a new exercise price of 22.35 RMB per share, down from 22.60 RMB [15][16]. Approval Process - The adjustment was approved through a series of board meetings and shareholder meetings, with independent directors providing consent at each stage [8][10][11]. - The company has maintained transparency throughout the process, with no objections raised during the public notice period for the incentive plan [8].

Core Viewpoint - The credit rating report indicates that Zhejiang Yonghe Refrigeration Co., Ltd. maintains a stable credit rating of AA- due to its strong position in the fluorinated refrigerant industry and improved capital strength following a stock issuance [3][4]. Company Overview - Zhejiang Yonghe Refrigeration Co., Ltd. is recognized for its continuous improvement in the fluorinated chemical industry, particularly in the production of third-generation refrigerants [3][4]. - The company has successfully completed a stock issuance to specific investors, raising 1.72 billion yuan, which has significantly enhanced its capital strength [4][5]. Financial Performance - The company's financial data shows a significant increase in net profit, with a year-on-year growth of 117.79% in 2024 [4][5]. - Key financial metrics for 2025 include total debt of 30.35 billion yuan and total equity of 46.83 billion yuan, reflecting a stable financial structure [4][5]. Industry Environment - The refrigerant industry is experiencing a favorable market environment, driven by the implementation of the third-generation refrigerant quota policy, which is expected to lead to increased prices and improved profitability for leading companies [11][12]. - The demand for fluorinated refrigerants is primarily driven by the household air conditioning, refrigeration, and automotive air conditioning sectors, which exhibit relatively inelastic demand [11][12]. Production Capacity and Utilization - The company has a total production capacity of 135,000 tons per year for its chemical raw materials, with a utilization rate of 94.48% [17][20]. - The production model under the quota system is based on "sales-driven production," which may lead to a reduction in production levels for certain fluorinated chemicals in 2024 [17][20]. Risks and Challenges - The company faces potential risks related to safety production, environmental compliance, and fluctuations in raw material prices, particularly for fluorite, which is a critical resource [5][22]. - The company’s external sales are increasingly affected by international trade tensions and currency exchange rate fluctuations, which could impact its profitability [22][19].

Core Viewpoint - The company has announced an adjustment to the stock option exercise price from 22.60 CNY per share to 22.35 CNY per share, following the approval of the 2024 annual profit distribution plan [1][7]. Group 1: Stock Option Adjustment - The adjustment of the stock option exercise price is based on the company's 2024 annual profit distribution plan, which includes a cash dividend of 0.25 CNY per share [5][7]. - The adjustment method for the exercise price is defined as P = P0 - V, where P0 is the original exercise price and V is the cash dividend per share [7]. - The adjustment has been deemed reasonable and compliant with relevant regulations, ensuring no harm to the interests of the company and its shareholders [7][8]. Group 2: Approval Process - The adjustment was approved during the 19th meeting of the board of directors, with independent directors expressing their agreement on the legitimacy and effectiveness of the adjustment process [3][4]. - The company’s supervisory board has confirmed that the adjustment process was legal and accurate, with no objections raised during the public notice period [2][6]. - Legal opinions have been obtained confirming that the adjustment complies with the relevant laws and regulations [7][8].