证券代码：000637 证券简称：茂化实华 公告编号：2025-048 茂名石化实华股份有限公司 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。 一、召开会议的基本情况 （一）股东会届次：公司 2025 年第三次临时股东会。 （二）会议召集人：公司董事会。经公司第十三届董事 会第十次临时会议审议通过，决定召开本次股东会。 （三）会议召开的合法、合规性：本次股东会召开符合 有关法律、行政法规、部门规章、规范性文件、深圳证券交 易所业务规则和公司章程的规定。 （四）会议召开日期和时间： 通过深圳证券交易所交易系统进行网络投票的起止日 期和时间：2025 年 9 月 18 日 9:15-9:25；9:30—11:30 和 通过深圳证券交易所互联网投票系统进行网络投票的 起止日期和时间：2025 年 9 月 18 日 9:15—15:00 期间的任 意时间。 （五）会议的召开方式： - 1 - 本次股东会采用现场表决与网络投票相结合的方式召 开。 现场投票：股东本人出席现场会议或通过授权委托方式 委托他人出席现场会议和参加表决； 网络投票：公司将通过深圳证券交易所交易 ...

Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to enhance transparency and operational feasibility in profit distribution, ensuring reasonable returns for all shareholders [1][2]. Group 1: Considerations for the Plan - The company focuses on strategic goals and sustainable development while considering operational realities, shareholder demands, social capital costs, external financing environments, and cash flow [1]. - The plan emphasizes a scientific, continuous, and stable profit distribution policy that prioritizes reasonable returns to shareholders while ensuring the company's sustainable health [1][2]. Group 2: Specific Dividend Return Plan - The company will distribute dividends in cash, stock, or a combination of both, based on current profitability, cash flow, development stage, and funding needs [1][2]. - The minimum dividend payout ratio for the next three years will be at least 30% of the average distributable profit, contingent on sufficient cash flow for normal operations and long-term development [2][3]. - If the company's performance grows rapidly, the board may propose stock dividends in addition to the minimum cash dividends, depending on annual profitability and cash flow [2]. Group 3: Decision-Making Procedures - The annual profit distribution proposal will be drafted by management and the board, considering the company's articles of association, profitability, funding needs, and shareholder return plan, and will be submitted for shareholder approval [3][4]. - The board must carefully evaluate the timing, conditions, and minimum ratios for cash dividends, with independent directors required to provide clear opinions [3][4]. - The company will actively communicate with shareholders, especially minority shareholders, to gather their opinions and address their concerns regarding the dividend proposals [3][4]. Group 4: Oversight and Review Mechanisms - The audit committee will supervise the execution of the dividend policy and shareholder return plan, ensuring compliance with decision-making procedures [4][5]. - Any adjustments to the profit distribution policy must prioritize shareholder protection and require thorough justification and adherence to decision-making protocols [5]. Group 5: Implementation and Governance - The shareholder return plan will be reviewed at least every three years, with potential adjustments based on shareholder feedback and independent directors' opinions [5]. - The plan will take effect upon approval by the company's shareholders and will be interpreted by the board [5].

Core Viewpoint - The company plans to appoint Pengsheng Accounting Firm as the auditor for the fiscal year 2025, following a public bidding process to ensure independence and objectivity in auditing services [1][5][7]. Group 1: Appointment of Accounting Firm - The company intends to hire Pengsheng Accounting Firm for the 2025 financial report audit and internal control audit, based on its business development and overall audit needs [1][5]. - The decision to change the accounting firm is in compliance with the "Management Measures for the Appointment of Accounting Firms by State-owned Enterprises and Listed Companies" [5][7]. - The audit fee for 2025 is set at 1.25 million yuan (including tax), with 900,000 yuan allocated for annual report auditing and 350,000 yuan for internal control auditing [5]. Group 2: Background of the New Accounting Firm - Pengsheng Accounting Firm was established on January 11, 2005, and operates as a special general partnership with 133 partners and 580 registered accountants as of December 31, 2024 [1][2]. - The firm has a solid track record, with no civil liabilities in the past three years and no criminal or administrative penalties [2][4]. Group 3: Communication and Approval Process - The company has communicated with both the previous and new accounting firms regarding the change, with no objections raised [5][7]. - The board of directors approved the appointment with a unanimous vote of 9 in favor, and the decision will be submitted for shareholder approval [7].

Group 1 - The company plans to issue A-shares to specific investors to raise funds for enhancing liquidity and optimizing its capital structure, which is crucial for long-term development [1][4] - The total amount raised from the issuance will be used entirely to supplement working capital, addressing the company's operational funding needs and reducing financial risk [2][5] - The issuance is expected to improve the company's financial condition by lowering the debt scale and financial leverage, thus enhancing profitability and core competitiveness [2][3] Group 2 - The issuance will solidify the controlling position of the major shareholder, Maoming Port Group, which will hold over 40% of voting rights post-issuance, ensuring stable governance and protecting minority shareholders' interests [3][4] - The company has established a modern corporate governance structure and a fundraising management system to ensure the proper use of raised funds, mitigating risks associated with fund management [4][5] - The anticipated increase in asset scale and reduction in debt ratio will enhance the company's financial strength and risk resistance, supporting future growth and strategic initiatives [5]

要求不相符，本企业将根据相关证券监管机构的监管意见或 监管要求进行相应调整；本企业认购取得的茂化实华股份在 限售期届满后减持，还需遵守《公司法》《证券法》《深圳 证券交易所股票上市规则》《上市公司股东减持股份管理暂 行办法》等法律法规、规范性文件以及《公司章程》的相关 规定； 将依法承担因此产生的法律责任。" 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。 茂名石化实华股份有限公司（以下简称"公司"或"茂 化实华"）于 2025 年 8 月 29 日召开第十三届董事会第十次 临时会议，审议通过了关于公司 2025 年度向特定对象发行 股票（以下简称"本次发行"）的相关议案，公司控股股东 茂名港集团有限公司作为本次向特定对象发行股票的认购对 象，出具了《关于特定期间不减持公司股票的承诺函》，具 体内容如下： "1.自茂化实华审议通过本次发行相关事项的董事会决 议日前 6 个月至本承诺函出具之日，本企业及本企业控制的 关联方不存在减持茂化实华股份的情形； 股份超过茂化实华已发行股票的 30%，则本企业在本次向特 - 1 - 定对象发行股票完成后三十六个月内不减持本 ...

证券代码：000637 证券简称：茂化实华 公告编号：2025-041 茂名石化实华股份有限公司 关于向特定对象发行股票不存在直接或通过利益 公司不存在向参与认购的投资者作出保底保收益或变 相保底保收益承诺的情形，亦不存在直接或通过利益相关方 向参与认购的投资者提供财务资助或补偿的情形。 特此公告。 茂名石化实华股份有限公司董事会 相关方向参与认购的投资者提供财务资助或补偿 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。 茂名石化实华股份有限公司（以下简称"公司"）于 2025 年 8 月 29 日召开第十三届董事会第十次临时会议审议通过 了关于公司 2025 年度向特定对象发行 A 股股票的相关议案。 现就公司本次向特定对象发行 A 股股票不存在直接或通过利 益相关方向参与认购的投资者提供财务资助或补偿事宜承 诺如下： ...

Overview - The company has proposed to the shareholders' meeting to approve the exemption of the controlling shareholder, Maoming Port Group Co., Ltd., from making a mandatory tender offer following a specific stock issuance [1][2] Group 1: Proposal Details - The company plans to issue 155,962,606 shares to Maoming Port, which will result in the controlling shareholder exceeding 30% of the voting rights in the company [1] - The issuance is subject to approval by the shareholders' meeting, where related shareholders will abstain from voting [2] Group 2: Regulatory Framework - According to the "Measures for the Administration of the Acquisition of Listed Companies," investors can be exempt from making a tender offer if approved by non-related shareholders and commit to not transferring the newly issued shares for three years [2] - Maoming Port has committed to not transferring the shares acquired in this issuance for 36 months from the completion of the issuance [2]

Core Viewpoint - The announcement discusses the impact of issuing A-shares to specific investors on the company's immediate returns and outlines measures to mitigate the dilution of shareholder returns [1][4]. Financial Impact Analysis - The company anticipates a net profit of -82.66 million yuan and a net profit of -80.12 million yuan after excluding non-recurring gains and losses for the year 2025 [1]. - The total share capital before the issuance is 519,875,356 shares, which will increase to 675,837,962 shares post-issuance [2]. - The basic earnings per share (EPS) before the issuance is -0.3180 yuan, which is expected to change to -0.2765 yuan after the issuance [2]. - The weighted average return on net assets is projected to decrease from -29.39% to -24.74% after the issuance [2]. Necessity and Reasonableness of the Issuance - The funds raised will be used to supplement working capital, improving the company's financial condition and capital structure, thereby enhancing its risk resistance and core competitiveness [5][6]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance corporate governance to ensure shareholder rights are protected and to improve decision-making processes [6][7]. - The company will strengthen the management of raised funds to ensure they are used legally and effectively, aiming to increase future shareholder returns [6][7]. - The company will optimize its investor return mechanism, adhering to regulations regarding profit distribution to enhance shareholder returns [7]. Commitments from Key Stakeholders - The controlling shareholder and senior management have committed to not interfering with the company's operations and to uphold the measures taken to mitigate the dilution of immediate returns [8][9]. - The board of directors has approved the measures to address the dilution of immediate returns during a recent meeting [10].

Summary of Key Points Core Viewpoint - The company, Maoming Petrochemical Shihua Co., Ltd., has disclosed its regulatory history over the past five years, indicating no administrative penalties but noting several regulatory measures taken by the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange. Group 1: Regulatory Penalties - Over the last five years, the company has not faced any administrative penalties from securities regulatory authorities or exchanges [1]. Group 2: Regulatory Measures - In July 2023, the company received a warning letter from the CSRC Guangdong Supervision Bureau due to significant discrepancies between its 2022 annual profit forecast and the audited net profit, which violated the Information Disclosure Management Measures [1]. - In February 2024, the company, along with several key executives, received another warning letter from the CSRC for failing to account for a transaction with Jinghui Petrochemical, resulting in an understatement of revenue by 48.07 million yuan and net profit by 1.7125 million yuan, violating the Securities Law and Information Disclosure Management Measures [2]. - In February 2024, the company also received a regulatory letter from the Shenzhen Stock Exchange for failing to timely record a sale of polypropylene worth 54.3168 million yuan to Jinghui Petrochemical, which was not disclosed in the 2022 semi-annual report, violating the Stock Listing Rules [3][4]. - The company has taken these regulatory measures seriously and is enhancing its internal controls and compliance with relevant laws and regulations to ensure accurate and timely information disclosure [4].

Core Viewpoint - The company, Maoming Petrochemical Shihua Co., Ltd., announces that it is not required to prepare a report on the use of previously raised funds for its 2025 A-share issuance due to the elapsed time since the last fundraising and the absence of new fundraising activities in the last five years [1] Group 1 - The company confirms that all members of the board guarantee the truthfulness, accuracy, and completeness of the disclosed information, with no false records or misleading statements [1] - The company states that the last fundraising occurred over five accounting years ago, and there have been no fundraising activities such as rights issues, private placements, or convertible bond issuances in the recent five years [1] - As a result, the company is exempt from preparing a report on the use of previous fundraising and does not need to hire a qualified accounting firm for verification [1]