致：北方华锦化学工业股份有限公司 辽宁恒敬律师事务所 法律意见书 辽宁恒敬律师事务所 关于北方华锦化学工业股份有限公司 2024年年度股东大会的法律意见书 北方华锦化学工业股份有限公司（以下简称"公司"）2024年年度 股东大会（以下简称"本次股东大会"）于2025年5月9日（星期五）召 开。本所受公司委托，指派律师出席了公司本次股东大会。根据《中 华人民共和国公司法》、《中华人民共和国证券法》、中国证券监督 管理委员会发布的《上市公司股东大会规则》、《北方华锦化学工业 股份有限公司章程》（以下简称《公司章程》）及其他法律、法规的 规定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神，本 所律师对公司提供的本次股东大会相关文件和有关事实进行了核查和 验证，现就本次股东大会发表法律意见如下。 一、本次股东大会的召集、召开程序 本次股东大会是由公司董事会根据2025年4月15日召开的第八届 第七次会决议召集的。公司董事会已于2024年4月16日分别在《中国证 券报》和《证券时报》以及巨潮资讯网站www.cninfo.com.cn刊登了《北 方华锦化学工业股份有限公司关于召开2024年年度股东大会的通知》 （以 ...

Group 1 - The company, Northern Huajin Chemical Industry Co., Ltd., will hold its 2024 Annual General Meeting on May 9, 2025, combining on-site and online voting methods [1][2][3] - The meeting will be convened by the company's board of directors and has been approved by the eighth session of the seventh board meeting [1][3] - The record date for shareholders to attend the meeting is April 30, 2025, and all registered shareholders are entitled to attend [4][5] Group 2 - The meeting will take place at the Liaoning Huajin Business Hotel, and the registration for the meeting will be open from 13:30 to 14:30 on the day of the meeting [7][10] - Shareholders can participate in the voting through the Shenzhen Stock Exchange trading system and internet voting system, with specific time slots for voting [2][11] - The company will provide a platform for online voting, and shareholders must follow the specified procedures to participate [11][14] Group 3 - The company will also hold a performance briefing for the 2024 annual report and the first quarter of 2025 on May 14, 2025, from 16:00 to 17:00 [18][19] - The briefing will be conducted online, allowing investors to engage and ask questions prior to the event [21][22] - Key company executives, including the chairman and general manager, will participate in the briefing to discuss the company's performance and operations [19][20]

股票代码：000059 股票简称：华锦股份 公告编号：2025-018 二、参加人员 董事长任勇强先生，董事、总经理许晓军先生，总会计师、董事会秘书刘勇先生。 北方华锦化学工业股份有限公司 关于举办 2024 年度暨 2025 年第一季度 业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 北方华锦化学工业股份有限公司（以下简称"公司"）已在《中国证券报》《证券时 报》及巨潮资讯网披露《2024 年年度报告》及《2025 年一季度报告》。为便于广大投 资者更全面深入了解公司业绩和生产经营情况，公司定于 2025 年 5 月 14 日（星期三） 16:00-17:00 在"价值在线"（www.ir-online.cn）举办北方华锦化学工业股份有限公司 2024 年度暨 2025 年一季度业绩说明会，与投资者进行沟通和交流，广泛听取投资者 的意见和建议。 一、说明会召开的时间、地点和方式 会议召开时间：2025 年 5 月 14 日（星期三）16:00-17:00 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 ...

股票代码：000059 股票简称：华锦股份 公告编号：2025-017 北方华锦化学工业股份有限公司 关于召开 2024 年年度股东大会的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 北方华锦化学工业股份有限公司（以下简称"公司"）于2025年4月16日在《中国 证券报》《证券时报》及巨潮资讯网上披露了《关于召开2024年年度股东大会的通知》 （公告编号：2025-015），定于2025年5月9日召开公司2024年年度股东大会，会议将采 用现场投票与网络投票相结合的方式，现就本次股东大会的相关事项再次提示如下： 一、召开会议的基本情况： 1．会议届次：2024年年度股东大会 2．会议召集人：公司董事会 3．会议召开的合法、合规性：经公司第八届第七次董事会审议通过，公司决定 召开2024年年度股东大会。会议召开符合有关法律、行政法规、部门规章、规范性文 件和《公司章程》的规定。 4．会议召开的日期、时间： （1）现场会议时间：2025年5月9日（星期五）14：30； （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间为：2025年5 ...

Market Overview - The Shanghai Composite Index fell by 0.20% on April 28, with five sectors rising, led by banking and steel, which increased by 0.98% and 0.53% respectively [1] - The real estate and comprehensive sectors experienced the largest declines, down by 3.66% and 2.52% respectively [1] - The oil and petrochemical sector saw a slight decrease of 0.03% [1] Capital Flow Analysis - The main capital outflow from the two markets totaled 29.894 billion yuan, with only two sectors seeing net inflows: steel with 200 million yuan and oil and petrochemicals with 66.93 million yuan [1] - The electronics sector had the largest net outflow, totaling 3.104 billion yuan, followed by the automotive sector with a net outflow of 2.516 billion yuan [1] Oil and Petrochemical Sector Details - Within the oil and petrochemical sector, there are 48 stocks, with 9 rising and 36 falling, including one hitting the daily limit down [2] - The top net inflow stocks in this sector included China National Offshore Oil Corporation (CNOOC) with 53.071 million yuan, China Petroleum & Chemical Corporation (Sinopec) with 50.902 million yuan, and Huajin Chemical with 44.7347 million yuan [2] - The stocks with the largest net outflows included ST Xinchao with 39.0339 million yuan, Intercontinental Oil and Gas with 22.5732 million yuan, and Bohai Chemical with 17.033 million yuan [2][3]

Investment Rating - The investment rating for the company is "Buy" and is maintained [8] Core Views - The company reported a decrease in revenue for Q1 2025, with total revenue at 9.161 billion yuan, a year-on-year decline of 3.05% and a quarter-on-quarter decline of 9.26% [2][6] - The net profit attributable to the parent company was -342 million yuan, indicating a reduction in losses both year-on-year and quarter-on-quarter [2][6] - The company is expected to see improvements in refining profitability due to a slight recovery in oil product margins, with the national refining 321 crack spread and Shandong local refining 321 crack spread increasing by 15.7% and 24.3% respectively [12] - The company has a strong cost advantage in its fertilizer segment, actively coordinating natural gas supply and optimizing production processes to meet spring farming fertilizer demand [12] - The company has made significant progress in cost optimization within its refining segment, achieving notable results through operational management improvements and equipment upgrades [12] - New product development has accelerated, with successful trials of 10 new grades of polyolefins and high-value industrial oils contributing to 37.12% of annual new product revenue [12] - The company operates a large-scale chemical platform focusing on three main industries: petrochemicals, fertilizers, and asphalt/lubricants, with substantial annual production capacities [12] - The company is projected to achieve net profits attributable to the parent company of 90 million yuan, 430 million yuan, and 640 million yuan for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 91.7X, 19.6X, and 13.2X [12]

Financial Performance - The company reported a basic earnings per share of -0.2138 yuan for Q1 2025, an improvement of 31.76% compared to -0.3133 yuan in Q1 2024 [1] - The net profit for Q1 2025 was -3.42 billion yuan, showing a 31.74% improvement from -5.01 billion yuan in Q1 2024 [1] - The operating revenue decreased by 3.05% to 91.61 billion yuan in Q1 2025, down from 94.49 billion yuan in Q1 2024 [1] - The return on equity was -3.02% in Q1 2025, an improvement from -3.57% in Q1 2024 [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 83,362.32 million shares, accounting for 52.13% of the circulating shares, with a decrease of 296.40 million shares compared to the previous period [2] - The largest shareholder, Beifang Huajin Chemical Industry Group Co., Ltd., holds 43,444.54 million shares, representing 27.16% of the total share capital, with no change [3] - New entrants in the top ten shareholders include a pension product from Guotai Junan Securities, holding 728.60 million shares [3] Dividend Policy - The company has decided not to distribute or transfer any dividends this time [4]

Financial Performance - The company's revenue for Q1 2025 was ¥9,161,059,956.63, a decrease of 3.05% compared to ¥9,449,291,127.62 in the same period last year[2] - The net profit attributable to shareholders was -¥341,980,116.73, an improvement of 31.76% from -¥501,122,128.76 year-on-year[2] - The basic earnings per share improved to -¥0.2138, a 31.76% increase from -¥0.3133 in the previous year[2] - The weighted average return on equity was -3.02%, an improvement of 0.55% from -3.57% year-on-year[2] - Net profit for the current period is -¥338,789,291.31, an improvement from -¥505,591,946.15 in the previous period[15] Cash Flow - The net cash flow from operating activities was -¥5,516,874,112.97, representing a decline of 34.06% compared to -¥4,115,213,104.39 in the previous year[2] - Cash inflow from operating activities totaled ¥9,842,880,182.12, down from ¥10,088,864,697.39 in the previous period[16] - The net cash flow from financing activities was 2,146,932,066.26, a significant improvement from -72,950,138.59 in the previous period[17] - The cash flow from operating activities showed a total outflow of 15,359,754,295.09, compared to 14,204,077,801.78 in the previous period, marking an increase of about 8.1%[17] Assets and Liabilities - Total assets at the end of the reporting period were ¥28,491,979,636.14, an increase of 1.50% from ¥28,071,962,118.94 at the end of the previous year[2] - Total current assets at the end of the reporting period amount to ¥15,177,188,438.03, an increase from ¥14,435,407,013.31 at the beginning of the period[9] - Total liabilities increased to ¥9,177,575,610.62 from ¥7,536,429,052.46, reflecting a growth of about 21.8%[10] - Total equity attributable to shareholders decreased to ¥11,146,048,281.99 from ¥11,480,219,430.44 at the beginning of the period[11] Inventory and Borrowings - Inventory increased by 53.61% to ¥7,964,454,108.29 from ¥5,184,773,996.31, indicating a rise in production activities[5] - The company reported a significant increase in short-term borrowings, totaling ¥1,700,000,000.00, reflecting new financing activities[5] - Long-term borrowings decreased to ¥6,780,770,000.00 from ¥7,620,000,000.00, indicating a reduction of approximately 11.1%[10] Government Support and Shareholder Information - The company received government subsidies amounting to ¥5,046,074.88, contributing positively to its financial performance[4] - Total number of common shareholders at the end of the reporting period is 46,243[7] - The largest shareholder, Northern Huajin Chemical Industry Group Co., Ltd., holds 27.16% of shares, totaling 434,445,409 shares[7] Operating Costs - Total operating revenue for the current period is ¥9,161,059,956.63, a decrease of 3.06% from ¥9,449,291,127.62 in the previous period[13] - Total operating costs decreased to ¥9,363,596,455.79, down 5.73% from ¥9,933,470,217.71 in the previous period[13]

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a significant decline in revenue and net profit for 2024, with total revenue of 34.596 billion yuan, a year-on-year decrease of 25.02%, and a net profit attributable to shareholders of -2.795 billion yuan, indicating a shift to loss [2][4]. - The fourth quarter of 2024 saw a revenue of 10.096 billion yuan, down 23.35% year-on-year but up 202.56% quarter-on-quarter, with a net profit of -906 million yuan, also reflecting a year-on-year loss but a reduction in losses compared to the previous quarter [2][4]. - The company is positioned as a leading integrated refining and chemical company in China, with a focus on three main sectors: petrochemicals, fertilizers, and asphalt/lubricants [11]. Summary by Sections Financial Performance - In 2024, the company achieved total revenue of 34.596 billion yuan, with a gross profit margin of 7% [14]. - The operating profit was -2.901 billion yuan, representing -8% of revenue, and the net profit attributable to shareholders was -2.795 billion yuan [14]. - The company expects net profits for 2025 to be 90 million yuan, with projections of 430 million yuan and 640 million yuan for 2026 and 2027, respectively [11]. Market Position and Strategy - The company has optimized its refining operations, reducing the processing ratio of light crude oil from 16% to 12-13% [11]. - New product development has been emphasized, with a contribution rate of 37.12% from new products in the year [11]. - The company operates three production bases and has a total annual production capacity of 8.3 million tons of crude oil processing, 500,000 tons of ethylene, and 132,000 tons of urea [11]. Future Outlook - The report anticipates an improvement in refining profitability due to a rebound in oil prices and a recovery in downstream demand [11]. - The company is expected to maintain a strong market position, supported by its cost advantages in the fertilizer sector and ongoing optimization in its refining segment [11].

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company reported a revenue of 34.596 billion yuan for 2024, a year-on-year decrease of 25.02%. The net profit attributable to the parent company was -2.795 billion yuan, indicating a loss compared to the previous year. The adjusted net profit was -2.898 billion yuan, also reflecting a loss year-on-year [2][6]. - In Q4 2024, the company achieved a revenue of 10.096 billion yuan, down 23.35% year-on-year but up 202.56% quarter-on-quarter. The net profit attributable to the parent company was -906 million yuan, showing a year-on-year loss but a reduction in loss compared to the previous quarter [2][6]. - The company is focusing on optimizing costs in its refining segment, with significant improvements in operational management and product structure. The processing ratio of light oil was reduced from 16% at the end of 2023 to a minimum of 12-13% [12]. - The company has developed new products, contributing 37.12% to its overall revenue, including innovative grades of polypropylene and high-value industrial oils [12]. - The company operates multiple large-scale chemical platforms, focusing on petrochemicals, fertilizers, and asphalt/lubricants, with a total annual production capacity of 8.3 million tons of crude oil processing and various chemical products [12]. - The projected net profits for 2025-2027 are estimated at 90 million yuan, 430 million yuan, and 640 million yuan, respectively, with corresponding price-to-earnings ratios of 86.5X, 18.5X, and 12.5X based on the closing price on April 22, 2025 [12].