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]

Core Viewpoint - The company, Maoming Petrochemical Shihua Co., Ltd., plans to issue A-shares to a specific entity, Maoming Port Group Co., Ltd., to raise funds for working capital, constituting a related party transaction [1][2][6]. Group 1: Transaction Overview - The company intends to issue up to 155,962,606 A-shares, representing no more than 30% of the pre-issue total share capital, at a price of 3.41 yuan per share, aiming to raise a total of no more than 531.83 million yuan [1][2]. - The issuance requires approval from the shareholders' meeting, with related shareholders abstaining from voting [2][3]. - The approval process includes several steps, such as obtaining consent from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3]. Group 2: Related Party Information - Maoming Port Group Co., Ltd. is the controlling shareholder of the company, holding 29.80% of the shares prior to the issuance [18]. - The financial data of Maoming Port for the last year shows total assets of approximately 2,003.49 million yuan and a net profit of 1.89 million yuan [6]. Group 3: Purpose and Impact of the Issuance - The issuance aims to strengthen the controlling stake of Maoming Port in the company, reflecting confidence in the company's future development [18]. - The raised funds will be used entirely for working capital, alleviating financial pressure and enhancing the company's operational flexibility and risk resistance [18][19]. - Post-issuance, the company's asset scale and financial strength are expected to improve, although there may be a short-term dilution of earnings per share due to the increase in total shares [19]. Group 4: Approval Procedures - The company has conducted necessary board meetings and independent director reviews, with all relevant proposals approved unanimously [20]. - The issuance is subject to further regulatory approvals, and the timeline for these approvals remains uncertain [21].

Core Viewpoint - The company plans to issue up to 155,962,606 A-shares to raise no more than 531.8324 million yuan to supplement working capital, aiming to enhance its capital strength and profitability [1][2][3]. Group 1: Background and Purpose of the Issuance - The issuance is a response to the company's transition to a state-controlled enterprise and aims to address the challenges posed by a slowing global economy and a difficult chemical market [1][2]. - The funds raised will improve the company's asset-liability structure and support its development strategy, ensuring sustainable growth [2][3]. Group 2: Necessity of the Issuance - The issuance of A-shares is deemed necessary to alleviate liquidity pressure and support core business growth, enhancing the company's risk resistance and core competitiveness [3][5]. - Compared to debt financing, equity financing is more favorable for optimizing the capital structure and reducing financial risks [5]. Group 3: Selection of Issuance Objects - The issuance is directed solely at the controlling shareholder, Maoming Port, which aligns with regulatory requirements [6]. - The selection of a single entity as the issuance object is appropriate and complies with relevant regulations [6]. Group 4: Pricing Principles and Methods - The issuance price is set at 3.41 yuan per share, which is not lower than 80% of the average stock price over the previous 20 trading days [7][8]. - The pricing method and procedures have been conducted in accordance with regulatory requirements [8]. Group 5: Feasibility of the Issuance - The issuance complies with the Securities Law and relevant regulations, ensuring that it is conducted legally and feasibly [8][9]. - The company has followed necessary procedures for disclosure and approval, ensuring transparency and compliance [15][16]. Group 6: Fairness and Reasonableness of the Issuance Plan - The issuance plan has been approved by the board and is designed to benefit all shareholders without harming their interests [15][16]. - The plan will be subject to a fair vote by shareholders, ensuring that all voices are heard [16]. Group 7: Impact on Immediate Returns and Mitigation Measures - The company has conducted a thorough analysis of the impact on immediate returns and has proposed specific measures to mitigate any potential dilution of shareholder value [17].

Core Points - The article outlines the fundraising management system of Maoming Petrochemical Shihua Co., Ltd, emphasizing the need for compliance with national laws and regulations, as well as the Shenzhen Stock Exchange's rules [1][2][3] - The company is required to use raised funds prudently and ensure that their usage aligns with the commitments made in the issuance application documents [1][2] - The management system mandates that raised funds must be stored in dedicated accounts and used exclusively for specified purposes, with strict oversight and reporting requirements [3][4][5] Fundraising Management - The company must establish a dedicated account for raised funds, which should not be mixed with other funds or used for unrelated purposes [3][4] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank holding the funds, detailing the management and usage of the funds [4][5] - The board of directors is responsible for ensuring the effective implementation of the fundraising management system [2][5] Fund Usage - Funds raised should primarily be used for the company's main business operations, and high-risk investments are prohibited [6][7] - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [6][7] - Any changes to the intended use of funds or the investment projects must be approved by the board and disclosed to shareholders [8][12] Monitoring and Reporting - The company’s accounting department must maintain detailed records of fund usage, and internal audits should be conducted quarterly [40][41] - The board must regularly review the progress of fundraising projects and report any significant discrepancies in fund usage [41][42] - Independent auditors must verify the annual report on fund management and usage, providing assurance on compliance with regulations [19][20]