北京市环球律师事务所上海分所 关于 浙江永和制冷股份有限公司 2025 年第二次临时股东大会的 法律意见书 北京市环球律师事务所上海分所 关于浙江永和制冷股份有限公司 2025 年第二次临时股东大会的 法律意见书 GLO2025SH（法）字第 07121 号 致：浙江永和制冷股份有限公司 根据浙江永和制冷股份有限公司（"永和股份"或"公司"）的委托，北京市 环球律师事务所上海分所（"本所"）就公司2025年第二次临时股东大会（"本次 股东大会"）所涉及的召集、召开程序、召集人资格和出席会议人员的资格、表 决程序及表决结果等相关问题发表法律意见。本法律意见书系依据《中华人民 共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》（"《股东 会规则》"）及其他相关法律、法规、规章、规范性文件及《浙江永和制冷股份 有限公司章程》（"《公司章程》"）的相关规定出具。 本所经办律师（"本所律师"）出席并见证了本次股东大会，并依照现行有 效的中国法律、法规以及中国证券监督管理委员会（"中国证监会"）相关规章、 规范性文件的要求和规定，对永和股份提供的与题述事宜有关的法律文件及其 他文件、资料进行了审查、验证。同时， ...

Core Viewpoint - The performance of various industries in the first half of the year has shown significant improvement, with 52.88% of the 938 listed companies reporting a year-on-year increase in net profit attributable to shareholders [1] Group 1: Non-ferrous Metals Industry - The non-ferrous metals sector has experienced substantial profit growth, driven by rising prices of raw materials such as copper and gold [2] - 20 companies in the non-ferrous metals industry reported a year-on-year profit increase of over 50%, with 6 companies achieving a profit doubling [2] - For instance, Jincheng Mining expects a net profit of 1.07 billion to 1.12 billion yuan, a year-on-year increase of 74.62% to 82.78%, attributed to increased sales volume and prices of mineral products [2] - Luoyang Molybdenum anticipates a net profit of 8.2 billion to 9.1 billion yuan, reflecting a growth of 51.37% to 67.98% due to rising copper and cobalt prices [2] - Huayou Cobalt's profit is expected to rise by 55.62% to 67.59%, with a projected net profit of 2.6 billion to 2.8 billion yuan, driven by increased cobalt prices [2] Group 2: Gold Industry - The gold sector has also reported strong performance, with companies like Western Gold expecting a net profit of 130 million to 160 million yuan, a year-on-year increase of 96.35% to 141.66% [3] - Shandong Gold anticipates a net profit of 2.55 billion to 3.05 billion yuan, reflecting an increase of 84.30% to 120.50% due to higher gold sales prices and increased sales volume [3] - Other gold companies, including Chifeng Gold and Zhongjin Gold, also expect net profit increases exceeding 50% [3] Group 3: Agricultural Chemicals Industry - The agricultural chemicals sector has seen significant profit growth, with 49 out of 89 companies reporting increases, representing 55.1% [4] - Xian Da Co. expects a net profit of 130 million to 150 million yuan, a staggering year-on-year increase of 2443.43% to 2834.73%, driven by rising market prices of its main product [4] - Su Li Co. anticipates a net profit of 72 million to 86 million yuan, reflecting a growth of 1008.39% to 1223.91% due to increased sales of pesticides [4] - Li Min Co. expects a net profit of 260 million to 280 million yuan, a year-on-year increase of 719.25% to 782.27% [4] Group 4: Fertilizer Industry - Fertilizer companies like Yara International and Dongfang Iron Tower are also forecasting over 50% profit growth due to increased product demand [5] - Yara International expects a net profit of 730 million to 930 million yuan, a year-on-year increase of 170% to 244%, driven by higher production and sales volumes [5] - Dongfang Iron Tower anticipates a net profit of 451 million to 495 million yuan, reflecting a growth of 63.80% to 79.78% [5] Group 5: Fluorochemical Industry - The fluorochemical sector has benefited from rising market prices, with companies like Sanmei Co. expecting a net profit of 948 million to 1.042 billion yuan, a year-on-year increase of 146.97% to 171.67% [6] - Juhua Co. anticipates a net profit of 1.97 billion to 2.13 billion yuan, reflecting a growth of 136% to 155% due to rising prices of fluorinated refrigerants [6] - Yonghe Co. expects a net profit of 255 million to 280 million yuan, a year-on-year increase of 126.30% to 148.49% [6]

今年以来，氟化工板块价格指数震荡上行。据东方财富网统计，7月18日氟化工板块价格指数为 3561.25，比2024年年底上涨了16.65%。巨化股份、三美股份、永和股份、东阳光等行业龙头企业半年 度业绩预告均显示，归母净利润同比增长超过100%。值得注意的是，上述企业的预增公告均表示，业 绩增长的核心驱动力来自氟制冷剂的价格攀升。 永和股份预计上半年归母净利润同比增长126.30%~148.49%。永和股份表示，他们依托配额优势，积极 把握制冷剂产品市场价格上行机遇，实现制冷剂业务盈利能力显著提升。 东阳光在半年度业绩预告中表示，预计实现归母净利润同比增长157.48%~192.81%。该公司表示，随着 全球第三代制冷剂市场需求不断提升，行业供需结构得到深度改善，制冷剂价格持续攀升，为经营利润 的提升提供了支撑。 双轮驱动市场上行 业内人士也表示，制冷剂市场此轮上涨的原因是政策加供需双轮驱动所致。 龙头企业业绩领跑 多家氟化工企业亮出了2025年上半年"成绩单"。 巨化股份作为国产氟化制冷剂的绝对领导者，以37.86%的第三代制冷剂配额份额稳居全国第一。在制 冷剂价格同比上涨62%的推动下，巨化股份2025年 ...

Investment Rating - The report maintains a "Positive" investment rating for the chemical industry [11] Core Insights - The report emphasizes the importance of addressing "involution" in the chemical industry, with multiple government meetings in 2024 highlighting the need to combat "malicious competition" and promote product quality [6][16] - The focus is on identifying potential investment opportunities within the chemical sector that can benefit from the government's "anti-involution" policies [17] Summary by Sections Why Focus on Chemical Industry Investment Opportunities? - The report outlines the government's commitment to addressing "involution" through various meetings and policy announcements, including the emphasis on supply-side structural reforms and the need for industry self-discipline [6][16] - The report suggests that the chemical industry can find opportunities under the current "anti-involution" policies, particularly through the identification of sectors with stable supply-demand dynamics [17] Which Sub-industries May Benefit from Anti-involution? - The report identifies several sub-industries likely to benefit from the anti-involution policies, including: 1. Comprehensive Chain: Chromium salts, caustic soda, industrial silicon, organic silicon 2. Agricultural Chain: Glyphosate, urea, methanol, sucralose/aspartame, MSG, lysine 3. Real Estate Chain: PVC, soda ash, titanium dioxide, MDI/TDI 4. Electronics Chain: Photoinitiators, refrigerants R134a/R32 5. Textile Chain: Dyes, viscose staple fiber, spandex, viscose filament, polyester filament 6. Automotive Chain: Polyester industrial yarn [7][8][20] Investment Recommendations - The report recommends focusing on sub-industries that meet specific criteria such as slowing capacity growth, high operating rates, high concentration, minimal cost differences among leading companies, and products at the bottom of the price cycle [8][9] - Key sub-industries to watch include organic silicon, polyester filament, photoinitiators, glyphosate, industrial silicon, and MSG/amino acids, with specific companies highlighted for potential investment [9][29]

根据《上市公司股权激励管理办法》《上海证券交易所上市公司自律监管指南 第 2 号—业务办理》（第八号—股权激励计划股票期权自主行权）及中国证券登记 结算有限责任公司上海分公司关于股票期权自主行权等相关规定，并结合浙江永和 制冷股份有限公司（以下简称"公司"）2025 年半年度报告披露计划，现对公司 2021 年股票期权与限制性股票激励计划首次及预留授予的股票期权行权期间进行 限定，具体如下： 一、公司首次授予的股票期权（期权代码：0000000868）已于 2025 年 1 月 24 日进入第三个行权期，行权有效期为 2025 年 1 月 24 日至 2025 年 11 月 4 日；预留 授予的股票期权（期权代码：1000000250）已于 2024 年 10 月 16 日进入第二个行 权期，行权有效期为 2024 年 10 月 16 日至 2025 年 9 月 1 日。 二、本次限制行权期为 2025 年 7 月 28 日至 2025 年 8 月 11 日，在此期间全部 激励对象将被限制行权。 | 证券代码：605020 | 证券简称：永和股份 | 公告编号：2025-062 | | --- | --- | ...

Investment Rating - The report assigns an "Increase" rating for the industry [4]. Core Viewpoints - The second-generation refrigerant quota is set to be reduced as scheduled, while the third-generation refrigerant policy will continue, leading to an optimized supply-demand structure under quota constraints. Prices for second and third-generation refrigerants are expected to maintain an upward trend in 2025, indicating a favorable refrigerant market cycle. Domestic companies with strong comprehensive capabilities, complete product matrices, and advanced technology reserves will benefit from the refrigerant quotas [2][17]. Summary by Sections Market Review & Key Announcements - During the week of July 14-18, 2025, the fluorochemical sector saw significant stock price increases, with Zhongxin Fluorine Materials rising by 14.34%, Dongyue Group by 4.25%, and Yonghe Co. by 3.26% [7]. - Key announcements include Haohua Technology expecting a net profit of 590 million to 650 million yuan for H1 2025, a year-on-year increase of 10% to 21.18%. Juhua Co. anticipates a revenue of 11.712 billion yuan, a 27.29% increase year-on-year, with net profit projections of 1.970 billion to 2.130 billion yuan, reflecting a year-on-year growth of 136% to 155% [7][8]. Industry Dynamics: Refrigerant Price Trends - Refrigerant prices continue to rise, with R22 priced at 36,000 yuan/ton, R32 at 53,500 yuan/ton, R134A at 50,000 yuan/ton, and others showing varying weekly and monthly increases. The cost side shows stability with prices for raw materials like fluorite and sulfuric acid remaining relatively unchanged [10][11]. Inventory Levels and Operating Rates - Inventory levels are normal, with R22, R32, R134A, and R125 stocks at 4,165 tons, 3,843 tons, 3,305 tons, and 2,697 tons respectively, indicating a healthy supply situation. Operating rates for refrigerants have increased, with R22 at 55.42% and R32 at 66.20% as of June 2025 [12]. Demand Side: Production and Export Growth - The production of air conditioners reached 163.296 million units in the first half of 2025, a year-on-year increase of 3.97%, while exports totaled 41.05 million units, up 6.85% year-on-year [14]. Investment Recommendations - The report recommends investing in Juhua Co. and Dongyue Group, with related stocks including Sanmei Co., Haohua Technology, and Yonghe Co. These companies are expected to benefit from the favorable market conditions and strong domestic capabilities [17][18].

Investment Rating - The investment rating for the chemical raw materials industry is "Positive" (maintained) [1] Core Views - The report indicates that the fluorochemical industry is entering a long-term prosperity cycle, with significant growth potential across various segments, including raw materials like fluorite, refrigerants, and high-end fluorinated materials [22][23] - The refrigerant market is experiencing a sustained upward trend, driven by high temperatures and improved demand, particularly in the air conditioning sector [21][22] Summary by Sections Industry Overview - The fluorochemical index increased by 0.96% during the week of July 14-18, outperforming the Shanghai Composite Index by 0.54% [6][25] - The average price of fluorite (97% wet powder) remained stable at 3,200 CNY/ton as of July 18, 2025, with a year-on-year decrease of 13.61% [7][32] Refrigerant Market - As of July 18, 2025, the prices for various refrigerants are as follows: R32 at 54,000 CNY/ton, R125 at 45,500 CNY/ton, R134a at 50,000 CNY/ton, R410a at 49,500 CNY/ton, and R22 at 35,000 CNY/ton [20][24] - The report highlights that R32 and R134a prices have increased by 50.00% and 61.29% respectively compared to 2024 [45] Company Performance - Companies such as Dongyangguang, Juhua, and Sanmei are expected to report significant profit increases for the first half of 2025, with growth rates ranging from 136% to 192.81% [9][10] - Recommended stocks include Jinshi Resources, Juhua, Sanmei, and Haohua Technology, which are positioned to benefit from the ongoing trends in the fluorochemical sector [10][22]

Summary of Key Points Core Viewpoint The Zhejiang Yonghe Refrigeration Co., Ltd. is preparing for its second extraordinary general meeting of shareholders in 2025, focusing on maintaining shareholder rights and ensuring orderly proceedings during the meeting. Group 1: Meeting Procedures - The company has established guidelines for verifying the identity of attendees to ensure the legitimacy of shareholders or their representatives [2][3] - The meeting will follow a specific agenda for reviewing and voting on proposals, with shareholders having the right to speak, inquire, and vote [2][4] - Voting will be conducted through a combination of on-site and online methods, with results published in a resolution announcement [4][5] Group 2: Agenda and Proposals - The meeting will take place on July 24, 2025, at 14:00 in the company’s conference room located at 893 Shiji Avenue, Quzhou, Zhejiang Province [5] - One of the key proposals includes the cancellation of the supervisory board, with its responsibilities being transferred to the audit committee of the board of directors [6] - The company will also discuss changes to its registered capital, which will decrease from 470,492,025 shares to 470,489,868 shares due to the repurchase and cancellation of certain restricted stocks [6][8] Group 3: Amendments to Articles of Association - The company plans to amend its articles of association to reflect the cancellation of the supervisory board and changes in registered capital [6][8] - Specific amendments include the definition of the company’s registered capital and the roles of the legal representative [8][10] - The revised articles will ensure compliance with the Company Law and Securities Law, maintaining the rights of shareholders and creditors [8][10]

浙江永和制冷股份有限公司 2025 年第二次临时股东大会会议资料 浙江永和制冷股份有限公司 2025 年第二次临时股东大会会议资料 股票简称：永和股份 股票代码：605020 2025 年 7 月 | | | 2025 年第二次临时股东大会须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，浙江永和制冷股份有限公司（以下简称"公司"）根据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司股东大会规则》以及 《浙江永和制冷股份有限公司章程》《浙江永和制冷股份有限公司股东大会议事 规则》的相关规定，特制定 2025 年第二次临时股东大会会议须知： 浙江永和制冷股份有限公司 2025 年第二次临时股东大会会议资料 一、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 二、为保证本次大会的严肃性和正常秩序，切实维护股东的合法权益，请出 席大会的股东或其代理人或其他出席者准时到达会场签到确认参会资格，在会议 主持人宣布现场出席会议的股东和代理人人数及所持有的表决权数量之前，会议 登记应当终止。 ...

Group 1 - The recent Central Financial Committee meeting focused on the construction of a national unified market and the high-quality development of the marine economy, leading to strong performance in related sectors [1] - From July 1 to July 10, the photovoltaic index rose by 3.97%, the green power index increased by 4.08%, and the marine economy index peaked at 7.99%, all outperforming the Shanghai Composite Index and Shenzhen Component Index during the same period [1] - The chemical industry, as a fundamental sector of the national economy, is expected to benefit from national strategic planning [1] Group 2 - The meeting emphasized the governance of "involution-style" competition and the orderly exit of backward production capacity, initiating a new round of capacity reduction [1] - On July 2, multiple contracts for polysilicon futures hit the limit, with the main contract closing at 35,050 yuan/ton, reaching a recent high; silicon material prices also rebounded, with the average transaction price for N-type re-investment material at 34,700 yuan/ton, a month-on-month increase of 0.87% [1] - CITIC Futures analysis indicated that this round of price increase is a correction of previous overselling, as prices had fallen below the cash costs of leading enterprises, driving profit recovery expectations [1] Group 3 - The marine economy is projected to surpass 10 trillion yuan in national marine production value in 2024, accounting for 7.8% of GDP, with a year-on-year growth of 5.7% in the first quarter of this year [1] - The deep-sea technology sector is expected to have broad prospects, with predictions that marine production value will exceed 13 trillion yuan by 2025, and deep-sea technology industries will account for over 25% [1] - Various regions are actively planning, with cities like Qingdao, Hainan, and Xiamen focusing on marine technology innovation and deep-sea equipment, while Tianfeng Securities suggests paying attention to opportunities in deep-sea materials, equipment, and intelligent applications [1] Group 4 - Starting in 2024, China will implement a quota system for HFCs, controlling over 80% of the global quota, creating a unique business model [2] - Benefiting from favorable factors related to refrigerant quotas, companies in the refrigerant sector, including Juhua Co., Ltd., Sanmei Co., Ltd., Yonghe Co., Ltd., and Dongyangguang, are all expected to report significant increases in their mid-year results, with four companies seeing growth exceeding 120% [2] - The pesticide industry is benefiting from the "one certificate, one product" policy, with companies like Jiangshan Co., Ltd. and Lier Chemical also expected to report increased mid-year results, indicating a shift towards scale and intensive transformation in the industry [2]