湖北民基律师事务所 关于湖北宜化化工股份有限公司 2025 年第三次临时股东会的 法律意见书 中国湖北省宜昌市西陵区西陵一路 7-1 号勤业商务大厦 9 楼 10 楼 12 楼 电话：(86 717)6754 269；邮箱：minji@minjilaw.com 本法律意见书根据《中华人民共和国公司法》(以下简称"《公司 法》")等法律、法规、规范性文件以及《湖北宜化化工股份有限公司 章程》（以下简称"《公司章程》"）的有关规定而出具。 为出具本法律意见书，本所及经办律师依据《律师事务所从事证 券法律业务管理办法》和《律师事务所证券法律业务执业规则（试行）》 等规定，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，对 本次股东会所涉及的相关事项进行了必要的核查和验证，核查了本所 认为出具本法律意见书所需的相关文件、资料，并参加了湖北宜化本 次股东会的全过程。本所保证本法律意见书所认定的事实真实、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。 在本法律意见书中，本所律师仅对本次股东会的召集、召开程序、 -1- 法律意见书 湖北民基律师事务所 关于湖北宜 ...

1. 会议时间： 现场会议时间：2025 年 5 月 30 日（周五）14:30 证券代码：000422 证券简称：湖北宜化 公告编号：2025-057 湖北宜化化工股份有限公司 2025 年第三次临时股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1. 本次股东会未出现否决提案的情形； 2. 本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 网络投票时间：2025 年 5 月 30 日 其中，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 月 30 日的交易时间，即 9:15-9:25，9:30-11:30 和 13:00-15:00； 通过深圳证券交易所互联网投票系统投票的时间为 2025 年 5 月 30 日 9:15 至 15:00 期间的任意时间。 2. 会议地点：宜昌市沿江大道 52 号 6 楼会议室。 3. 会议召开方式：本次股东会采用现场表决与网络投票相结合 的方式召开。 4. 会议召集人：公司董事会（第十届董事会第四十八次会议决议 召开本次股东会）。 5. 会议主持人：董事长卞 ...

Investment Rating - The report maintains a positive outlook on the Xinjiang coal chemical industry, highlighting its strategic importance and growth potential [3][5]. Core Insights - Xinjiang has abundant coal resources, with a predicted coal resource volume of 2.19 trillion tons and confirmed resources of 450 billion tons, making it a key player in China's coal chemical sector [4][5]. - The coal chemical industry in Xinjiang is expected to experience rapid development, with planned investments exceeding 700 billion yuan and an anticipated increase in coal demand of 210 million tons per year [4][5]. - The integration of major inter-basin water diversion projects is expected to alleviate water resource shortages, further enhancing the competitiveness of Xinjiang's coal chemical industry [4][6]. Summary by Sections 1. Coal Resource Advantages - Xinjiang's coal resources are characterized by high quality and low extraction costs, with 95% of the identified resources suitable for chemical raw materials [4][29]. - The region's coal consumption for chemical production accounted for 12.1% of total coal production in 2022, indicating a growing trend towards coal chemical utilization [5][29]. 2. Industry Development and Policy Support - The coal chemical industry in Xinjiang is supported by mature domestic technology and favorable policies, leading to the establishment of a complete industrial chain including coke and calcium carbide-PVC [4][6]. - Planned modern coal chemical projects include coal-to-methanol (8.3 million tons/year), coal-to-olefins (7.1 million tons/year), coal-to-oil (4 million tons/year), and coal-to-gas (33.7 billion cubic meters/year) [4][5]. 3. Cost Competitiveness and Market Dynamics - The report highlights the cost advantages of Xinjiang's coal chemical products, particularly in the ammonia-urea and calcium carbide-PVC sectors, where local production costs are significantly lower than in other regions [4][6]. - The coal-to-olefins process is particularly advantageous when international oil prices exceed $60 per barrel, showcasing the economic viability of Xinjiang's coal chemical projects [4][6]. 4. Future Outlook - The coal chemical industry is projected to become a major pillar of Xinjiang's economy, with a strategic position in the national energy landscape expected to strengthen [5][6]. - Key companies to watch include Baofeng Energy, Hubei Yihua, Xinjiang Tianye, and China Heartlink Fertilizer, which are positioned to benefit from the region's coal resource advantages [5][6].

Group 1 - This week, 10 listed companies announced share buybacks and capital increase through special loans, including Weichai Power, which received a commitment letter for a buyback loan not exceeding 900 million yuan [1][2] - Weichai Power plans to repurchase shares amounting to 500 million to 1 billion yuan to cancel and reduce its registered capital [1][2] Group 2 - Jianyou Co. announced a buyback with loan support not exceeding 36 million yuan on May 22 [2] - Gongniu Group received a commitment letter for a buyback loan not exceeding 360 million yuan on May 22 [2] - Fenda Technology obtained a commitment letter for a buyback loan not exceeding 90 million yuan on May 21 [2] - Xingshuai Er received a commitment letter for a buyback loan not exceeding 34.55 million yuan on May 20 [2] - Hexing Packaging plans to repurchase shares between 50 million to 100 million yuan with a loan not exceeding 90 million yuan [2] - Anhui Construction's controlling shareholder received loan support not exceeding 180 million yuan for capital increase on May 23 [2] - Hubei Yihua's controlling shareholder obtained a commitment letter for a capital increase loan not exceeding 360 million yuan on May 22 [2] - Tunnel Co.'s controlling shareholder received loan support not exceeding 450 million yuan for capital increase on May 22 [2] - Shanghai Laishi's controlling shareholder plans to increase shares between 250 million to 500 million yuan with a loan not exceeding 450 million yuan [2]

Group 1 - Hubei Yihua's ESG rating has been upgraded from BB to A, ranking 7th among 69 companies in the agricultural chemical industry, reflecting its strong performance in sustainable development [3] - The company has released its first sustainable development report, showcasing its practices and achievements in environmental, social, and governance responsibilities [3] - Hubei Yihua has been recognized with multiple national "green factory" titles for its commitment to green development and efforts to reduce greenhouse gas emissions [3] Group 2 - The company emphasizes technological innovation as a core driver for high-quality development, achieving significant breakthroughs in its "211" R&D system [4] - Hubei Yihua has increased its workforce with 22 new technical talents and 252 university graduates, enhancing its talent pool and contributing to social welfare initiatives [4] - The company has established a comprehensive governance system, integrating party leadership into its corporate governance framework [4] Group 3 - Hubei Yihua plans to continue its development philosophy of "high standards, sustainability, and benefiting people's livelihoods," focusing on resource advantages and expanding into new high-end fields [5] - The company aims to transition from traditional manufacturing to a technology-driven innovative chemical enterprise by relocating its chemical facilities along the Yangtze River [5]

Group 1 - Recent announcements indicate a surge in share buyback plans by listed companies, driven by confidence in future growth and stock value [1][2][3] - Chengdu Xian Dao plans to increase its shares by an amount between 25 million and 50 million yuan, funded by its own capital and a special loan from Industrial Bank [1] - Hongli Zhihui's major shareholder intends to buy back shares worth between 25 million and 50 million yuan within six months, using self-raised funds [2] Group 2 - Sanfeng Environment's major shareholder has already purchased 256,300 shares and plans to invest between 150 million and 300 million yuan in further buybacks over the next year [2] - Tunnel Shares' major shareholder has received a loan commitment from Industrial Bank for up to 450 million yuan to support share buybacks, having already acquired 21.83 million shares [2] - Hubei Yihua's major shareholder has secured a loan commitment of up to 360 million yuan for stock buybacks, with plans to invest between 200 million and 400 million yuan starting from May 2025 [3]

Group 1 - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtuo Industrial for 63.518 billion yuan, transforming from a single aluminum deep processing business to a full industry chain including electrolytic aluminum, alumina, and aluminum deep processing [3] - LIZHU Group intends to acquire 64.81% of Vietnam's Imexpharm Corporation for approximately 1.587 billion yuan, enhancing its presence in the pharmaceutical sector [4][5] - China Power Construction reported a new contract amount of 386.49 billion yuan from January to April, a year-on-year decrease of 4.9% [7] Group 2 - Wanhua Chemical announced a scheduled maintenance for its production facilities, including a five-month technical upgrade for its Yantai ethylene unit, which will not significantly impact operations [8] - Changhong High-Tech received a warning letter from the Ningbo Securities Regulatory Bureau for failing to disclose related party transactions in a timely manner [9] - Highgreat plans to invest 10 million yuan in Blue Core Computing, which focuses on RISC-V architecture chips [10] Group 3 - Xidi Micro plans to increase capital by 30 million USD in its wholly-owned subsidiary Hong Kong Xidi Micro to support its expanding business [12] - Bichuang Technology lost its high-tech enterprise qualification, resulting in an increase in corporate income tax rate from 15% to 25% for the years 2023 to 2025 [13] - Tonghua Dongbao intends to transfer 5.7% of its shares in Xiamen Tebao Biological Engineering for a total of 1.301 billion yuan [16] Group 4 - Tian Tie Technology signed a strategic cooperation agreement with Shenzhen Xinjie Energy to collaborate on solid-state battery lithium metal anode materials [23] - Nanjing Port disclosed that its stock trading has shown signs of market sentiment overheating, indicating potential irrational trading behavior [24] - Zhongnan Media signed a government procurement contract worth 1.009 billion yuan, ensuring stable revenue for its main business [25]

Core Viewpoint - Hubei Yihua is progressing with a major asset restructuring plan, which involves acquiring 100% equity of Yichang Xinfatou from Yihua Group, aiming to increase its stake in Xinjiang Yihua from 35.597% to 75% and significantly enhance its production capacity in key chemical products [2][3]. Group 1: Asset Restructuring Details - Hubei Yihua has received approval from the Yichang State-owned Assets Supervision and Administration Commission for the cash acquisition of Yichang Xinfatou [2]. - Post-transaction, Hubei Yihua will gain full ownership of Yichang Xinfatou, which will become a wholly-owned subsidiary, and the company will increase its production capacity for urea by 600,000 tons, PVC by 300,000 tons, caustic soda by 250,000 tons, and coal by 30 million tons [2]. - The transaction is subject to approval by the company's shareholders, and there are considerations regarding related party transactions [2]. Group 2: Financial Implications - The restructuring will lead to a significant decrease in Hubei Yihua's undistributed profits, from 1.635 billion yuan to 4.6377 million yuan by January 2025, due to losses from Yichang Xinfatou and the transfer of equity in Xinjiang Yihua [4]. - Projected net profits for Yichang Xinfatou for 2023, 2024, and January 2025 are estimated at 474 million yuan, 422 million yuan, and 31.9848 million yuan, respectively [4]. Group 3: Xinjiang Yihua Background - Xinjiang Yihua, established in March 2010, was a significant subsidiary of Hubei Yihua, primarily engaged in PVC, caustic soda, and urea production [3]. - The company faced operational challenges due to a safety incident in 2017, leading to substantial losses and a reduction in ownership by Hubei Yihua [3]. - Hubei Yihua increased its stake in Xinjiang Yihua to 35.597% through a debt-to-equity swap in 2022, following improvements in safety management and operational recovery [3]. Group 4: Legal and Operational Risks - Yihua Mining, a key asset in the transaction, has a coal production capacity of 30 million tons per year, with a valuation of 9.034 billion yuan for its mining rights [5]. - There are legal risks associated with the ownership of Yihua Mining, particularly concerning a 6.425% stake acquired from Huayi Longxin and a 41.075% stake subject to a court ruling [5][6]. - The company may face challenges in acquiring necessary coal production capacity indicators, which could impact its financial status and operational capabilities [6]. Group 5: Recent Performance and Market Conditions - Hubei Yihua reported a decline in revenue and net profit in Q1 2025, with revenues of 3.946 billion yuan, down 6.29% year-on-year, and net profit of 34.0099 million yuan, down 75.14% [7]. - The decline is attributed to reduced investment income from joint ventures, with fluctuations in the market prices of key products like diammonium phosphate and PVC affecting overall performance [7][8].

证券代码：000422 证券简称：湖北宜化 公告编号：2025-056 湖北宜化化工股份有限公司 关于控股股东获得增持专项贷款承诺函的 公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 一、增持计划主要内容 湖北宜化化工股份有限公司（以下简称"公司"或"湖北宜化"） 控股股东湖北宜化集团有限责任公司（以下简称"宜化集团"）为提振 资本市场投资者信心，切实维护湖北宜化股价稳定和广大股东利益， 促进湖北宜化高质量发展，计划自 2025 年 5 月 19 日起的 6 个月内， 通过深圳证券交易所（以下简称"深交所"）交易系统（包括但不限 于集中竞价、大宗交易等），以自有资金择机增持公司股份，本次拟 增持股份金额不低于 2 亿元，不超过 4 亿元（以下简称"本次增持计 划"）。具体内容详见 2025 年 5 月 16 日巨潮资讯网《关于控股股东 增持公司股份的公告》。 二、控股股东获得增持专项贷款承诺函的情况 董 事 会 为积极响应中国人民银行联合金融监管总局、中国证监会发布的 《关于设立股票回购增持再贷款有关事宜的通知》，充分运用该项创 新政策工具，支持湖北宜化 ...

Core Viewpoint - Hubei Yihua has received preliminary approval from the State-owned Assets Supervision and Administration Commission (SASAC) for a major asset restructuring plan, which involves acquiring 100% equity of Yichang New Investment from its controlling shareholder, Yihua Group, for 3.208 billion yuan [1][2][3]. Group 1: Asset Acquisition Details - The acquisition aims to resolve industry competition issues and enhance the company's asset quality and profitability [1][2]. - Upon completion, Hubei Yihua's control over Xinjiang Yihua will increase from 35.597% to 75% [1][3]. - The transaction is part of a broader strategy to focus on core business areas and improve production capacity [1][4]. Group 2: Business Operations and Financials - Hubei Yihua's main business includes the production and sale of fertilizers and chemical products, with projected capacities for 2024 being 1.56 million tons/year for urea, 1.26 million tons/year for diammonium phosphate, and 840,000 tons/year for PVC [2][3]. - The restructuring will add significant production capacity, including 600,000 tons of urea, 300,000 tons of PVC, 250,000 tons of caustic soda, and 30 million tons of coal [3][4]. Group 3: Strategic Developments - The company has invested over 5 billion yuan in strategic transformation over the past three years, focusing on enhancing core competitiveness through the development of two major industrial chains [5]. - Yihua Group plans to increase its stake in Hubei Yihua by investing between 200 million and 400 million yuan within six months, reflecting confidence in the company's future [5][6].