国泰海通证券股份有限公司 关于华峰化学股份有限公司 终止本次交易相关主体买卖股票情况的 自查报告之专项核查意见 华峰化学股份有限公司（证券代码：002064.SZ，以下简称"上市公司"或 "华峰化学"）拟通过发行股份及支付现金的方式购买华峰集团有限公司（以下简 称"华峰集团"）、尤小平、尤金焕、尤小华持有的浙江华峰合成树脂有限公司（以 下简称"华峰合成树脂"）合计 100.00%的股权；拟通过发行股份及支付现金的 方式购买华峰集团持有的浙江华峰热塑性聚氨酯有限公司（以下简称"华峰热 塑"）100.00%的股权（以下简称"本次交易"）。 上市公司于 2025 年 5 月 13 日召开第九届董事会第十次会议、第九届监事会 第九次会议，审议通过了《关于终止华峰化学股份有限公司发行股份及支付现金 购买资产暨关联交易事项的议案》，同意上市公司终止发行股份及支付现金购买 资产暨关联交易事项。 根据《中华人民共和国证券法》《上市公司重大资产重组管理办法》《公开发 行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》《深 圳证券交易所上市公司自律监管指引第 8 号——重大资产重组》等法律法规的规 定，国泰 ...

北京海润天睿律师事务所 关于华峰化学股份有限公司 终止本次交易相关主体买卖股票情况的 自查报告之专项核查意见 华峰化学股份有限公司： 北京海润天睿律师事务所（以下简称"本所"）接受华峰化学股份有限公司 （以下简称 "华峰化学""公司"或"上市公司"）委托，担任华峰化学发行股份 及支付现金购买浙江华峰合成树脂有限公司、浙江华峰热塑性聚氨酯有限公司 (以下合称"标的公司"100%股权（以下简称"本次交易"）的专项法律顾问，并 已依据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重大资产 重组管理办法》等相关法律、法规及规范性文件的有关规定，就本次交易相关法 律问题出具了《北京海润天睿律师事务所关于华峰化学股份有限公司发行股份及 支付现金购买资产暨关联交易的法律意见书》(以下简称《" 法律意见书》")。 上市公司于 2025 年 5 月 13 日召开第九届董事会第十次会议、第九届监事会 第九次会议，审议通过了《关于终止华峰化学股份有限公司发行股份及支付现金 购买资产暨关联交易事项的议案》，同意上市公司终止发行股份及支付现金购买 资产暨关联交易事项。 根据《中华人民共和国证券法》《上市公司重大资产重组管理 ...

重要内容提示： 根据中国证券登记结算有限责任公司深圳分公司出具的《信息披露义务人持 股及股份变更查询证明》和《股东股份变更明细清单》及关于本次交易相关主体 签署的自查报告及承诺等文件，在上述相关主体签署的自查报告及承诺真实、准 确、完整的情况下，上述相关主体在自查期间买卖公司股票的行为不构成内幕交 易；核查范围内其他相关主体在自查期间内不存在买卖华峰化学股票的情形，不 存在利用内幕信息买卖股票的情形。独立财务顾问、法律顾问对上述事项出具相 关核查意见。 华峰化学股份有限公司（以下简称"公司"或"华峰化学"）拟通过发行股 份及支付现金的方式购买华峰集团有限公司（以下简称"华峰集团"）、尤小平、 尤金焕、尤小华持有的浙江华峰合成树脂有限公司（以下简称"华峰合成树脂"） 合计 100.00%的股权；拟通过发行股份及支付现金的方式购买华峰集团持有的浙 江华峰热塑性聚氨酯有限公司（以下简称"华峰热塑"）100.00%的股权（以下简 称"本次交易"）。 公司于 2025 年 5 月 13 日召开第九届董事会第十次会议、第九届监事会第九 次会议，审议通过了《关于终止华峰化学股份有限公司发行股份及支付现金购买 资产暨关联交易 ...

Core Viewpoint - Huafeng Chemical's proposed asset restructuring plan worth 6 billion yuan was rejected by shareholders, highlighting growing concerns over high valuations and financial practices [2][3]. Group 1: Restructuring Proposal - The restructuring plan involved acquiring Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd., which faced significant opposition from minority shareholders [2]. - The valuation increase for the target assets was exceptionally high, with Huafeng Synthetic Resin at 506.96% and Huafeng Thermoplastic at 478.49% [2]. - Prior to the transaction, both companies distributed a total of 2.016 billion yuan in dividends, raising their debt ratios significantly, with Huafeng Synthetic Resin's debt ratio increasing from 60.48% to 75.75% and Huafeng Thermoplastic's from 71.44% to 85.21% [2]. Group 2: Management Response - Huafeng Chemical's management defended the acquisition prices by emphasizing the market position, profitability, and technological capabilities of the target companies [3]. - The management stated that the dividend distribution was based on accumulated undistributed profits and did not affect the ongoing operations of the target companies [3]. - The company plans to continue pursuing the asset injection of the target companies into the listed entity by December 2026 [3]. Group 3: Shareholder Dynamics - The rejection of the restructuring proposal reflects a broader trend where minority shareholders are increasingly asserting their rights, with 45 companies facing 93 proposal rejections in 2024, a year-on-year increase of 104% [4]. - This shift indicates that minority shareholders are evolving from passive participants to active governance players, driven by improved awareness of their rights and enhanced information disclosure mechanisms [4]. - Future trends may see companies more attuned to the interests of minority shareholders, leading to more democratic and transparent governance practices [5]. Group 4: Future Governance Strategies - Huafeng Chemical aims to prevent similar failures in future restructuring efforts by enhancing transparency and communication with shareholders [6]. - The company plans to utilize various channels for investor communication, including public disclosures and dedicated investor hotlines [6].

Group 1: Investor Relations and Communication - The company held an investor briefing on May 21, 2025, regarding the termination of the share issuance and cash purchase of assets [1] - The company will communicate investor suggestions to management and disclose relevant plans as required [1] - The company aims to maintain transparency and fairness in governance, ensuring adequate communication channels for investors [2] Group 2: Restructuring and Shareholder Concerns - The restructuring proposal was not approved due to a high number of abstentions, resulting in less than two-thirds of votes in favor [2][3] - The company plans to continue pushing for asset injection from two companies, expected to be completed by December 2026 [2][3] - Future restructuring efforts will include enhanced communication with shareholders to avoid similar issues [2] Group 3: Financial Performance and Shareholder Returns - Since its listing in 2006, the company has raised a total of approximately CNY 577.49 million through various funding rounds [6] - Cumulative cash dividends paid to shareholders since 2006 amount to approximately CNY 487.57 million [6] - The company emphasizes its commitment to sustainable growth and enhancing shareholder value through improved governance and operational efficiency [6] Group 4: Asset Valuation and Acquisition Strategy - The company utilized the income approach for asset valuation, which reflects the future earning potential of the assets [4][5] - The acquisition of two target companies is based on their strong market position, profitability, and technological capabilities [5] - The company assures that the valuation and transaction price are reasonable and fair, supported by professional assessments [5] Group 5: Future Growth and Market Position - The company aims to strengthen its core business and expand its market presence in the polyurethane industry [8] - There is potential for growth in differentiated applications of spandex in various sectors, including textiles and automotive interiors [8] - The company is committed to high-quality development and enhancing its global competitiveness [8]

Core Viewpoint - The company has decided to terminate the issuance of shares and cash payment for asset acquisition and related transactions, as approved in the recent board and supervisory meetings [1]. Group 1 - The company held the ninth board meeting and the ninth supervisory meeting on May 13, 2025, where the decision to terminate the transaction was made [1]. - The termination of the transaction will be communicated to investors through an investor briefing scheduled for May 21, 2025, from 15:30 to 16:30 [1][2]. - The company will utilize an online format for the investor briefing, allowing for interactive communication regarding the termination of the transaction [2]. Group 2 - The company will collect questions from investors in advance to enhance the effectiveness of the communication during the briefing [2]. - Key personnel, including the chairman, board secretary, representatives from the transaction parties, and independent financial advisors, will attend the investor briefing [2].

Core Viewpoint - The company has decided to terminate the issuance of shares and cash payment for asset acquisition and related party transactions, as approved in the board meetings held on May 13, 2025 [1][2]. Group 1 - The company will hold an investor briefing on May 21, 2025, to discuss the termination of the transaction and engage with investors [1][2]. - The briefing will be conducted remotely, allowing investors to participate through the "East Money" investor interaction platform [2]. - The company aims to enhance communication by collecting questions from investors in advance and addressing common concerns during the briefing [2]. Group 2 - Attendees of the investor briefing will include the company's chairman, board secretary, representatives from the transaction counterpart, the target company, and independent financial advisors [2]. - The company encourages active participation from investors to gather opinions and suggestions [2].

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 有虚假记录、误导性陈述或重大遗漏。 华峰化学股份有限公司（以下简称"公司"）于 2025 年 5 月 13 日召开第九 届董事会第十次会议、第九届监事会第九次会议，审议通过了《关于终止华峰 化学股份有限公司发行股份及支付现金购买资产暨关联交易事项的议案》，同意 公司终止发行股份及支付现金购买资产暨关联交易事项（以下简称"本次交 易"或"本次重组"）。具体内容详见公司登载于 2025 年 5 月 14 日巨潮资讯网 （http://www.cninfo.com.cn）的《华峰化学股份有限公司关于终止发行股份 及支付现金购买资产暨关联交易的公告》。 为加强与投资者的沟通和交流，根据深圳证券交易所的相关规定，公司将 于 2025 年 5 月 21 日（星期三）15:30—16:30 召开关于终止发行股份及支付现 金购买资产暨关联交易事项的投资者说明会（以下简称"说明会"或"投资者 说明会"），就终止本次交易的相关情况与投资者进行互动交流和沟通。 本次说明会将采用网络远程方式举行，届时公司将就终止本次交易的相关 情况，与投资者进行互动交流和沟通，就投资者关 ...

Core Viewpoint - Huafeng Chemical's asset restructuring plan has failed after the acquisition of two subsidiaries was not approved by shareholders, leading to the termination of a 6 billion yuan transaction [2][3][4]. Group 1: Acquisition Details - The company planned to acquire 100% equity of Huafeng Synthetic Resin and Huafeng Thermoplastic for a total price of 6 billion yuan, with valuations showing an increase of over 470% [2][3]. - The assessment value of Huafeng Synthetic Resin was 4.045 billion yuan, reflecting a 506.96% increase compared to the book value of 666 million yuan, while Huafeng Thermoplastic was valued at 1.963 billion yuan, with a 478.49% increase [3][4]. - The acquisition was intended to enhance the company's product line and improve its risk management and profitability [4]. Group 2: Shareholder Voting Outcome - The acquisition was halted due to insufficient votes, as the proposal did not receive the required two-thirds majority from shareholders at the meeting [4][5]. - The decision to terminate the transaction was made after careful consideration and discussions among the involved parties [4]. Group 3: Current Business Status - Despite the termination of the acquisition, the company's operational activities remain unaffected, and there are no adverse impacts on the interests of the company and minority shareholders [5]. - The company plans to pause the acquisition and will seek further opinions before discussing a revised transaction plan, potentially increasing the cash payment ratio [5]. Group 4: Financial Performance - Huafeng Chemical has experienced a decline in net profit for three consecutive years, with figures dropping from 28.44 billion yuan in 2022 to 22.20 billion yuan in 2024 [6]. - Revenue figures for the same period were 258.84 billion yuan, 262.98 billion yuan, and 269.31 billion yuan, showing modest growth rates [6]. - The company reported a 5.15% decline in revenue and a 26.21% drop in net profit in the first quarter of 2025 [6]. Group 5: Industry Context - The decline in performance is attributed to increased production capacity in the polyurethane industry and a significant drop in product prices, with the average price of spandex falling by 17.11% in 2024 [6][7]. - The gross margin of Huafeng Chemical has decreased from 38.70% in 2021 to 13.83% in 2024, further dropping to 13.47% in the first quarter of 2025 [7]. - The industry is undergoing a transformation, with a focus on improving concentration and potential growth in differentiated applications, particularly in sectors like healthcare and automotive interiors [7].

Core Viewpoint - The rejection of Huafeng Chemical's restructuring proposal by minority shareholders highlights the significance of their participation in corporate governance, indicating that minority investors do have a voice and can influence major decisions [1][2][3] Group 1: Restructuring Proposal Controversy - Huafeng Chemical's restructuring plan faced scrutiny due to the high valuation increases of the target assets, with Huafeng Synthetic Resin and Huafeng Thermoplastics seeing appraisal increases of 506.96% and 478.49% respectively [1] - Prior to the transaction, both companies engaged in a significant dividend payout of approximately 2 billion yuan, leading to a surge in their debt ratios, with Huafeng Synthetic Resin's debt ratio rising from 60.48% to 75.75% and Huafeng Thermoplastics from 71.44% to 85.21% [1] Group 2: Minority Shareholder Actions - Approximately 130 million shares were abstained from voting, accounting for 42.98% of the effective voting rights, indicating a strong skepticism among minority shareholders regarding the transaction's fairness [1] - Among minority shareholders, only 44.46% voted in favor of the proposal, while abstentions made up 45.08%, reflecting a heightened vigilance against potential benefit transfers [1][2] Group 3: Implications for Corporate Governance - The collective action of minority shareholders in rejecting the related-party transaction signifies a growing awareness of their rights, as they increasingly utilize their voting power to influence significant corporate decisions [2] - Enhanced transparency in financial disclosures and the availability of professional evaluation reports have provided minority shareholders with the necessary information to question the rationale behind transactions [2] - Regulatory frameworks have strengthened minority shareholders' voting rights, allowing for measures such as avoiding voting on related-party transactions and implementing classified voting [2][3] Group 4: Recommendations for Major Shareholders - Major shareholders must acknowledge the status of investors and respect the interests of minority shareholders, avoiding self-serving practices in related-party transactions [2] - Companies should improve communication with minority shareholders, as Huafeng Chemical's failure to adequately explain the rationale behind the transaction led to its rejection [2] Group 5: Regulatory Considerations - Regulatory bodies are encouraged to enhance protections for minority shareholders, particularly concerning high-premium acquisitions and sudden dividend payouts, by requiring detailed justifications from companies [3] - The failure of Huafeng Chemical's restructuring proposal illustrates that under modern shareholder meeting rules, the voices of minority shareholders can significantly impact major decisions [3]