山东德衡律师事务所 关于山东海化股份有限公司 2026 年第二次临时股东会的法律意见书 2026 年 2 月 Tel：（+86 532）8389 9980/8388 5959 邮编：266071 中国·青岛市香港中路 2 号海航万邦中心 1 号楼 34 层 山东德衡律师事务所 关于山东海化股份有限公司 2026年第二次临时股东会的法律意见书 德衡证见意见（2026）第2号 致：山东海化股份有限公司 山东德衡律师事务所（简称"本所"）接受山东海化股份有限公司（简称"公司"） 的委托，指派本所律师出席贵公司 2026 年第二次临时股东会（简称"本次股东会"）， 本所律师依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》（以下简称"《股 东会规则》"）、《山东海化股份有限公司章程》（以下简称"《公司章程》"）及相关 法律法规以及规范性文件的规定，就本次股东会的有关事宜出具本法律意见书。 本法律意见书仅就本次股东会的召集和召开程序、会议召集人和出席会议人 员的资格、会议表决程序和表决结果的合法有效性等发表意见，并不对本次股东 会所审议的 ...

Core Viewpoint - Shandong Haihua's stock reached a daily limit of 6.3 yuan on February 5, driven by factors such as the bottom adjustment in the soda ash industry, rising bromine prices, and the company's strategic projects [1] Group 1: Stock Performance - Shandong Haihua's stock closed at 6.3 yuan, hitting the daily limit without opening it [1] - The closing order funds amounted to 127 million yuan, representing 2.26% of its circulating market value [1] Group 2: Market Factors - The soda ash industry is currently in a bottom adjustment phase, with market speculation on policy support and expectations of a cyclical rebound [1] - Bromine prices have been rising, with a reported price of 41,400 yuan/ton on February 3, reflecting a 9.52% increase over 15 days [1] - The company's reliance on overseas sources for bromine is at 66%, highlighting the scarcity value of its bromine resources due to geopolitical disturbances [1] Group 3: Company Initiatives - The company is advancing a 200,000 tons/year sodium bicarbonate project to enhance its main business's risk resistance [1] - Holding a 29% stake in Zhongyan Alkali Industry strengthens raw material security and emphasizes the synergy within the industry chain [1] Group 4: Capital Flow - On February 5, the net inflow of main funds was 132 million yuan, accounting for 53.99% of the total transaction volume [1] - Retail investors experienced a net outflow of 64.77 million yuan, representing 26.53% of the total transaction volume [1] - The stock is associated with state-owned enterprise reform and is considered a hot stock in the soda ash concept [1]

Market Overview - The chemical raw materials sector increased by 0.54% on February 4, with Shandong Haihua leading the gains [1] - The Shanghai Composite Index closed at 4102.2, up 0.85%, while the Shenzhen Component Index closed at 14156.27, up 0.21% [1] Stock Performance - Shandong Haihua (000822) closed at 5.73, with a rise of 5.91% and a trading volume of 445,000 shares, amounting to a transaction value of 251 million yuan [1] - Jinniu Chemical (600722) closed at 8.09, up 4.39%, with a trading volume of 890,500 shares and a transaction value of 720 million yuan [1] - Other notable performers include: - Liudai Co. (002109) at 4.23, up 3.93% [1] - Yinglite (000635) at 10.26, up 3.64% [1] - Xinjiang Tianye (600075) at 6.10, up 3.39% [1] Fund Flow Analysis - The chemical raw materials sector experienced a net outflow of 396 million yuan from institutional investors, while retail investors saw a net inflow of 392 million yuan [2] - The overall fund flow indicates a mixed sentiment, with institutional investors withdrawing capital while retail investors increased their positions [2] Individual Stock Fund Flow - New Jinlu (000510) had a net outflow of 46.4 million yuan from institutional investors, while retail investors contributed a net inflow of 100 million yuan [3] - Jiangtian Chemical (300927) saw a net inflow of 44.6 million yuan from institutional investors, but a net outflow of 23.7 million yuan from retail investors [3] - Titanium Energy (002145) had a net inflow of 29.8 million yuan from institutional investors, indicating strong interest [3]

Group 1 - The chemical industry exhibits significant cyclical characteristics, with the soda ash sector currently in a bottom adjustment phase due to the downturn in downstream industries like real estate [1] - The company is implementing measures such as optimizing production organization, adjusting product structure, reducing production consumption, enhancing procurement management, innovating marketing models, and strictly controlling expenses to maximize operational performance and risk resistance [1]

Group 1 - The chemical industry exhibits significant cyclical characteristics, with the real estate sector currently entering a downturn [1] - The company's main product, soda ash, is currently in a bottom adjustment phase [1] - There are no expansion plans for the company's bromine production capacity at this time [1]

Group 1 - The chemical industry exhibits significant cyclical characteristics, with the real estate sector currently entering a downturn [1] - The company's main product, soda ash, is currently undergoing a bottom adjustment period [1] - There are no expansion plans for the company's bromine production capacity at this time [1]

Group 1 - The core issue for Shandong Haihua is the overcapacity in the soda ash industry, leading to a supply-demand imbalance and price pressure [2] - The company is facing significant financial challenges, including an estimated asset impairment of 500 million to 650 million yuan and a projected net loss of 1.5 billion to 1.26 billion yuan for 2025 [2] - The overall performance of the soda ash sector is negatively impacting investor confidence, as the company's strategic adjustments are insufficient to address the short-term pressures from overcapacity [2] Group 2 - The market reaction has been severe, with Shandong Haihua hitting the daily limit down at 5.42 yuan, reflecting a decline of 9.97% and a total market capitalization of 4.851 billion yuan [1] - The stock's performance is also influenced by the broader market sentiment towards the soda ash concept sector, which is experiencing poor performance due to similar overcapacity issues [2] - Technical analysis suggests that the stock may break through critical support levels, potentially triggering further panic selling among investors [2]

Group 1 - The company plans to recognize an impairment provision for fixed assets due to industry conditions, estimating an amount between 500 million to 650 million yuan for the year 2025 [2][3] - The primary reason for the impairment provision is the expansion of production capacity in the soda ash industry and a decline in downstream demand, leading to an oversupply situation [2] - After the impairment provision, the expected ending balance for fixed assets impairment is projected to be between 520 million to 670 million yuan [3] Group 2 - The company anticipates a negative net profit for the year 2025, primarily due to the significant drop in selling prices of its main product, soda ash, resulting from oversupply [8][9] - The impairment provision is based on preliminary assessments and has not yet been audited, with final figures to be confirmed in the annual report [4][9] - The company has communicated with its auditing firm regarding the performance forecast, and there are no discrepancies between the two parties [9]

Core Viewpoint - Shandong Haihua (000822.SZ) expects a significant net loss for 2025, projecting a loss of between 1.5 billion to 1.26 billion yuan, compared to a profit of 39.2167 million yuan in the same period last year [1] Group 1: Financial Performance - The company anticipates a net profit attributable to shareholders of between -1.5 billion to -1.26 billion yuan for 2025 [1] - The net profit after deducting non-recurring gains and losses is projected to be between -1.59 billion to -1.35 billion yuan [1] - In the previous year, the net profit was 39.2167 million yuan [1] Group 2: Industry Context - The expected losses are attributed to industry capacity expansion and a decline in downstream demand [1] - The company's main product, soda ash, is experiencing an oversupply situation, leading to a significant decrease in selling prices compared to the same period last year [1]

证券代码：000822 证券简称：山东海化 公告编号：2026-007 山东海化股份有限公司 关于拟计提固定资产等减值准备的提示性公告 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。 一、本次拟计提资产减值准备情况概述 山东海化股份有限公司（以下简称"公司"）根据《企业会计准则》 和公司会计政策的相关规定，对截至 2025 年 12 月 31 日合并报表范围内 固定资产等进行了初步减值测试，基于谨慎性原则，拟对可能发生资产减 值损失的相关资产计提减值准备。 2025 年度拟计提的固定资产等减值准备金额 50,000 万元至 65,000 万元。主要原因系纯碱等产品行业产能扩张，下游需求回落，行业格局供 大于求，公司按《企业会计准则》规定初步预计计提资产减值准备。 二、本次计提减值准备对公司的影响 本次拟计提资产减值准备后，公司固定资产等减值准备预计期末余额 52,000 万元至 67,000 万元。 本次拟计提减值准备的金额未经审计，最终数据以公司披露的 2025 年年度报告为准。 三、风险提示 1．公司本次拟计提减值准备事项尚需经公司董事会审议通过。 2．公 ...