法律意见书 浙江天册律师事务所 关于 恒逸石化股份有限公司 2025 年第三次临时股东会的 法律意见书 关于恒逸石化股份有限公司 2025 年第三次临时股东会的 法律意见书 编号：TCYJS2025H1883 号 致：恒逸石化股份有限公司 浙江天册律师事务所（以下简称"本所"）接受恒逸石化股份有限公司（以 下简称"恒逸石化" 或"公司"）的委托，指派本所律师参加贵公司 2025 年第三 次临时股东会，并根据《中华人民共和国证券法》以下简称（"证券法"）、《中 华人民共和国公司法》（以下简称"公司法"）和中国证券监督管理委员会关于 《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他 有关规范性文件的要求出具本法律意见书。 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 在本法律意见书中，本所律师仅对本次股东会表决程序及表决结果的合法有 效性发表意见，不对会议所审议的议案内容和该等议案中所表述的事实或数据的 真实性和准确性发表意见。 本法律意见书仅供 2025 年第三次临 ...

恒逸石化股份有限公司（以下简称"公司"）于 2025 年 11 月 14 日采用现场与网 络投票相结合的方式召开了 2025 年第三次临时股东会（以下简称"本次股东会"）， 审议并通过了相关议案，现将有关事项公告如下： 证券代码：000703 证券简称：恒逸石化 公告编号：2025-110 恒逸石化股份有限公司 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。 特别提示 1．本次股东会未出现新增、变更、否决议案的情形。 2．本次股东会未涉及变更前次股东会决议的情形。 一、会议召开和出席情况 （一）召开时间 1．现场会议时间：2025 年 11 月 14 日（星期五）下午 14:30。 2．网络投票时间：2025 年 11 月 14 日。其中，通过深圳证券交易所交易系统进 行网络投票的具体时间为 2025 年 11 月 14 日 9:15—9:25、9:30－11:30、13:00－15:00； 通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 11 月 14 日 9:15－ 2025 年 11 月 14 日 1 ...

Core Viewpoint - Hengyi Petrochemical is positioned as a leading integrated enterprise in the "refining-chemical-fiber" industry chain, focusing on technological innovation and green low-carbon upgrades to maintain its competitive edge in both domestic and international markets [2][8]. Group 1: Company Overview and Financial Performance - Hengyi Petrochemical achieved an operating revenue of 83.885 billion yuan and a net profit attributable to shareholders of 231 million yuan for the first three quarters of 2025, reflecting a year-on-year growth of 0.08% [2]. - As of September 30, 2025, the company reported total assets of 111.51 billion yuan and net assets attributable to shareholders of 24.458 billion yuan [2]. Group 2: Market Analysis - The Southeast Asian refined oil market is expected to see a growing supply-demand gap, with the International Energy Agency predicting oil demand in the region to increase from 5 million barrels per day to 6.4 million barrels per day by 2035 [3]. - The region's GDP growth is projected to remain at 4.5% in 2025, with Indonesia, the Philippines, and Vietnam expected to grow at rates of 5.1%, 6.1%, and 6.1% respectively, driving demand for refined products [3]. Group 3: Polyester Industry Insights - The polyester industry is anticipated to experience steady growth in downstream demand, with domestic retail sales increasing by 5% year-on-year in the first half of 2025 [4]. - The new capacity growth in the polyester sector is slowing, with only 650,000 tons of new polyester filament capacity added in the first half of 2025, leading to a higher market concentration among leading enterprises [4]. Group 4: Project Developments - The first phase of the Qinzhou project has successfully entered trial production, featuring a comprehensive integration of various production processes [6]. - The Brunei refining project is progressing smoothly, with updates to be announced in due course [6]. Group 5: Technological Advancements - As of June 30, 2025, Hengyi Petrochemical holds 566 effective patents, with 500 related to research and development, and 66 in intelligent manufacturing [7]. - The proportion of differentiated fibers in the company's product structure has increased to 27%, indicating a strong position in the industry [7].

Group 1: Company Overview - Hengyi Petrochemical is a leading integrated enterprise in the "refining-chemical-fiber" industry chain, focusing on a strategic positioning of "one drop of oil, two strands of silk" [2] - The company has established a unique dual-main business model of "polyester + nylon" through the Brunei refining project, creating a closed-loop from crude oil processing to fiber products [2][3] Group 2: Financial Performance - In the first three quarters of 2025, the company achieved a revenue of CNY 83.885 billion and a net profit attributable to shareholders of CNY 231 million, with a year-on-year net profit growth of 0.08% [4] - As of September 30, 2025, total assets amounted to CNY 111.51 billion, and net assets attributable to shareholders were CNY 24.458 billion [4] Group 3: Market Insights - Southeast Asia is projected to be the largest net importer of refined oil due to insufficient infrastructure investment, despite having rich oil and gas resources [4][5] - The region's oil demand is expected to rise from 5 million barrels per day to 6.4 million barrels per day by 2035, with Southeast Asia anticipated to account for 25% of global energy demand growth in the next decade [4][6] Group 4: Polyester Industry Outlook - The company maintains a positive long-term outlook for the polyester industry, supported by steady downstream demand and a favorable industry environment [7] - In the first half of 2025, domestic retail sales increased by 5%, with textile-related categories growing by 3.1% [7] - The polyester industry is experiencing a slowdown in new capacity growth, with a significant focus on eliminating outdated capacity and enhancing environmental standards [8][9] Group 5: Project Updates - The Brunei refining project is progressing smoothly, with updates to be provided through company announcements [10] - The Qinzhou project, with a capacity of 1.2 million tons of caprolactam and nylon, has entered the trial production phase, featuring advanced technologies and a comprehensive production setup [12][13] Group 6: Technological Advancements - As of June 30, 2025, the company holds 566 effective patents, including 500 research and development patents, and has participated in the formulation of 58 standards [11] - The company is focusing on high-value differentiated products, with the proportion of differentiated fiber production reaching 27% in the first half of 2025 [11]

Core Insights - The article discusses the potential turning point in the refining industry as it experiences improved profitability and the impact of "anti-involution" policies on the sector [1][5]. Group 1: Industry Performance - Four major private refining companies in A-shares—Rongsheng Petrochemical, Hengli Petrochemical, Dongfang Shenghong, and Hengyi Petrochemical—saw stock price increases of 7.26%, 11.92%, 9.40%, and 8.06% respectively as of November 11 [1]. - Rongsheng Petrochemical reported a net profit of 286 million yuan for Q3, a year-on-year increase of 1427%, while Hengli Petrochemical achieved a net profit of 1.972 billion yuan, with an 81% growth rate, making it the top performer among the four [1][3]. - Hengyi Petrochemical turned a profit in Q3, with a year-on-year increase of approximately 204 million yuan, while Dongfang Shenghong's net profit improved significantly, reducing its loss by nearly 1.5 billion yuan [1]. Group 2: Factors Influencing Profitability - The refining industry had been stagnant for several years due to global economic downturns affecting oil prices and resulting in low processing fees, limiting profit margins [2][4]. - The introduction of energy consumption limits in Q3 has accelerated the exit of outdated capacities, leading to a rapid improvement in refining companies' profits [2][5]. - The improvement in profitability is attributed to stabilized crude oil prices, improved refining margins for PX and finished oil, and enhanced collaboration with strategic investors like Saudi Aramco [3][4]. Group 3: Policy Impact - A series of policies aimed at curbing low-price competition have been implemented, including mandatory energy consumption limits for refining products, which are expected to phase out inefficient capacities [5][6]. - The Ministry of Industry and Information Technology's plan for 2025-2026 emphasizes controlling new refining capacities and improving the entry threshold for leading refining companies [6][7]. Group 4: Demand Outlook - Despite global demand pressures, China's chemical product demand remains resilient, with growth rates of 5%-10% or higher, driven by emerging applications in new energy and electronics [7]. - The expectation of a recovery in industrial product demand in the next 2-3 years, alongside stabilization in domestic demand, suggests a gradual improvement in chemical product demand [7].

Core Viewpoint - The refining industry in China is experiencing a significant turnaround, driven by improved profitability among major private refining companies and supportive government policies aimed at reducing low-cost competition and enhancing industry standards [1][5][6]. Group 1: Company Performance - Four major private refining companies in A-shares—Rongsheng Petrochemical, Hengli Petrochemical, Dongfang Shenghong, and Hengyi Petrochemical—saw stock price increases of 7.26%, 11.92%, 9.40%, and 8.06% respectively as of November 11 [1]. - Rongsheng Petrochemical reported a net profit of 286 million yuan for Q3, a year-on-year increase of 1427% [3]. - Hengli Petrochemical achieved a net profit of 1.972 billion yuan in Q3, with an 81% year-on-year growth, marking it as the top performer among the four companies [1][3]. - Hengyi Petrochemical turned a profit in Q3, with a net profit increase of approximately 204 million yuan, while Dongfang Shenghong's losses narrowed significantly, with a Q3 net profit improvement of nearly 1.5 billion yuan [1][3]. Group 2: Industry Trends - The refining industry has faced several years of challenges due to global economic downturns and low processing fees, but recent government policies have begun to clear out outdated capacities and improve profit margins [2][4]. - The introduction of energy consumption limits in Q3 has accelerated the exit of inefficient production capacities, leading to a rapid improvement in refining profits [2][5]. - The refining sector is expected to see a turnaround in 2025, supported by ongoing "anti-involution" policies aimed at stabilizing prices and enhancing industry standards [2][5][6]. Group 3: Market Dynamics - The refining industry has historically struggled with low profitability, particularly in the "chemical" segment, but recent increases in domestic PX production have shifted the market from a supply shortage to a more balanced supply situation [4]. - New policies aimed at curbing low-cost competition and promoting the exit of inefficient capacities are expected to strengthen the market position of leading refining companies [5][6]. - Despite global demand pressures, China's chemical product demand remains resilient, with growth rates of 5%-10% or higher in certain sectors, driven by emerging applications in new energy and electronics [7].

Core Insights - The refining and trading sector saw an increase of 1.78% on November 10, with Hengyi Petrochemical leading the gains [1] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] Sector Performance - Hengyi Petrochemical (code: 000703) closed at 7.30, with a rise of 7.67% and a trading volume of 647,900 shares, amounting to a transaction value of 469 million yuan [1] - Wanbangda (code: 300055) closed at 9.09, up 6.32%, with a trading volume of 675,400 shares and a transaction value of 601 million yuan [1] - Dongfang Shenghong (code: 000301) closed at 10.04, increasing by 6.13%, with a trading volume of 577,400 shares and a transaction value of 571 million yuan [1] - Other notable performers include Hengtong Co. (code: 603223) with a 5.71% increase and a closing price of 10.73, and Junyang Xingchang (code: 000819) with a 5.60% increase and a closing price of 20.00 [1] Capital Flow - The refining and trading sector experienced a net inflow of 50.79 million yuan from main funds, while retail funds saw a net outflow of 20.74 million yuan [2] - Major stocks like Tongkun Co. (code: 601233) had a net inflow of 96.85 million yuan from main funds, while Wanbangda (code: 300055) saw a net outflow of 28.27 million yuan from retail funds [3] - The overall trend indicates a mixed sentiment among retail investors, with significant outflows from several stocks despite the overall sector gains [3]

Group 1 - The chemical sector has seen a significant rise, with the chemical ETF (159870) increasing by 2.12% and a net subscription of 500 million units during the trading session [1] - Multiple industries are actively responding to the domestic "anti-involution" initiative, promoting industry self-discipline to reshape product supply and demand balance, thereby boosting product prices and enhancing industry profitability [1] - According to GGII statistics, the domestic energy storage lithium battery shipment volume is expected to reach 430 GWh in the first three quarters of 2025, exceeding 30% of the total for 2024, with an anticipated annual total of 580 GWh, representing a year-on-year growth of 67% [1] Group 2 - CITIC Securities highlights three main trading lines in the chemical sector: 1) Energy storage demand driving the improvement of the industry chain's prosperity, with a reshaping of the supply-demand pattern for upstream lithium battery materials; 2) Continued emphasis on "anti-involution" in the chemical sector, leading to potential price recovery for chemical products; 3) High prosperity within the chemical industry itself, with core businesses expected to maintain high growth [1] - As of November 10, 2025, the CSI sub-sector chemical industry theme index (000813) rose by 1.86%, with significant increases in component stocks such as Luxi Chemical (000830) up by 9.99% and Hengyi Petrochemical (000703) up by 8.11% [2] - The CSI sub-sector chemical industry theme index closely tracks the performance of large and liquid listed companies in the chemical sector, reflecting the overall performance of these companies [2]

Summary of Hengyi Petrochemical Conference Call Company Overview - **Company**: Hengyi Petrochemical - **Date**: Q3 2025 Conference Call Key Points Financial Performance - In Q3 2025, Hengyi Petrochemical achieved a near breakeven point with a total profit of 230 million yuan for the first three quarters [2][4] - The polyester segment was the largest contributor, generating 800 million yuan in revenue, with 120 million yuan in Q3 alone [2][4] - The company earned 130 million yuan from its stake in China Merchants Bank [2][4] - Losses were reported in the caprolactam, PTA, and refining segments, with PTA losing 160 million yuan in Q3 and refining losing over 30 million yuan [2][4] Market Dynamics - The average price differential for diesel in October reached 24 USD, up from 14 USD in the same period last year, while gasoline price differential doubled to 12 USD [2][4] - Styrene price differential fell to 100 USD, down from last year's peak of 200-300 USD, influenced by adjustments in European facilities [2][4] - The operating rate of Hengyi Petrochemical is approximately 80%, consistent with the industry average [2][3] Supply and Demand - The bottle chip production has been reduced by 10-20% due to new capacity leading to supply-demand imbalance [2][3] - The nylon market is experiencing cash flow and profit declines due to increased supply, with an additional 770,000 tons entering the market, representing about 10% of total market volume [2][6] - Future production plans are expected to decrease over the next two years, which may help absorb excess supply [2][6] Strategic Initiatives - Hengyi Petrochemical is focusing on research breakthroughs and differentiated products, avoiding further investments in redundant capacity [3][13] - The company has signed a 1 million-ton agreement with the Jingzhou government, but actual implementation volume remains uncertain [3][13] - The Brunei project is progressing, with a total investment of 5 billion USD for the second phase, where Hengyi holds a 70% stake [3][11][13] Collaboration and Industry Position - Hengyi maintains a collaborative approach with Rongsheng Petrochemical in PTA and bottle chip sectors, supporting industry price maintenance and joint production cuts [3][16] - The company is actively participating in discussions regarding production cuts in the PTA sector, although no agreements have been reached yet [3][5] Future Outlook - The company anticipates improved profitability from the Guangxi project, which is currently in trial production, with expectations of becoming a leading player in the nylon sector [2][12] - The Brunei project is expected to enhance cost advantages once the second phase is operational, optimizing material balance and increasing the proportion of profitable products [3][20] - The Southeast Asian market is characterized by a supply-demand gap, with Hengyi positioned to benefit from regional growth and proximity to key markets [3][18][19] Risks and Challenges - The company faces pressure on profitability from the Brunei project, despite some revenue from refined oil products [3][11] - The nylon market's cash flow is currently negative, and the company is implementing production cuts to stabilize prices [2][6][10] Conclusion - Hengyi Petrochemical is navigating a challenging market environment with strategic initiatives aimed at enhancing profitability and maintaining competitive positioning in the polyester and refining sectors while addressing supply-demand imbalances and collaborating with industry peers for sustainable growth [2][3][4][5][6][11][12][13][20]

Market Overview - The Shanghai Composite Index increased by 0.06% as of 10:28 AM, with a trading volume of 672.42 million shares and a transaction value of 10,685.29 billion yuan, representing an 11.01% increase compared to the previous trading day [1] Industry Performance - The top-performing sectors included: - Basic Chemicals: +1.84%, transaction value of 908.73 billion yuan, led by Dongyue Silicon Material (+12.13%) [1] - Comprehensive: +1.54%, transaction value of 34.96 billion yuan, led by Yuegui Co. (+10.03%) [1] - Oil and Petrochemicals: +1.36%, transaction value of 80.45 billion yuan, led by Hengyi Petrochemical (+7.23%) [1] - The sectors with the largest declines included: - Communication: -1.67%, transaction value of 474.01 billion yuan, led by Guodun Quantum (-6.66%) [2] - Electronics: -1.29%, transaction value of 1,792.18 billion yuan, led by Tiancheng Technology (-9.79%) [2] - Machinery Equipment: -0.74%, transaction value of 619.94 billion yuan, led by Degute (-19.99%) [2] Notable Stocks - The leading stocks in the rising sectors included: - Dongyue Silicon Material (+12.13%) in Basic Chemicals [1] - Yuegui Co. (+10.03%) in Comprehensive [1] - Hengyi Petrochemical (+7.23%) in Oil and Petrochemicals [1] - The leading stocks in the declining sectors included: - Guodun Quantum (-6.66%) in Communication [2] - Tiancheng Technology (-9.79%) in Electronics [2] - Degute (-19.99%) in Machinery Equipment [2]