Core Viewpoint - The company has decided to adjust its investment plans for the cogeneration project in response to market changes and user demand, which aims to enhance economic efficiency without significantly impacting normal operations [1] Summary by Relevant Sections - **Investment Decision**: The company initially planned to invest 510 million yuan in the cogeneration project in Ruian Economic Development Zone, having completed the construction of 1 boiler and 1 turbine with an investment of 269 million yuan [1] - **Project Adjustment**: The company will not proceed with the subsequent investment for an additional boiler and turbine, reflecting a strategic shift due to changing market conditions [1] - **Operational Impact**: The adjustment is intended to align with the company's actual operational situation and is not expected to have a major impact on the company's normal production and business activities [1]

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 ...

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 ...

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 chemical industry is currently at the bottom of its cycle, with prices and spreads still stabilizing, while demand is expected to improve with government policies aimed at economic recovery [1] Group 1: Industry Overview - The chemical industry is experiencing a bottoming phase, with most chemical prices and spreads still in a stabilization process [1] - Domestic capacity is gradually being released, leading to a significant slowdown in supply growth [1] - The report suggests focusing on sectors with relatively certain demand, such as agricultural chemicals and the civil explosives industry benefiting from western development [1] Group 2: Key Recommendations - Emphasis on long-term value of leading companies in the chemical sector, as core assets are expected to see profit and valuation recovery [1] - Recommended leading companies include Wanhua Chemical, Hualu Hengsheng, Huafeng Chemical, Longbai Group, Yangnong Chemical, New Hecheng, Satellite Chemical, Baofeng Energy, Hengli Petrochemical, and Rongsheng Petrochemical [1] Group 3: Subsector Insights - Agricultural chemicals show rigid demand, with steady growth in grain planting area and recovery in compound fertilizer volume and profit [2] - The civil explosives industry is driven by domestic demand, particularly in regions like Xinjiang and Tibet, with increasing concentration benefiting leading companies [2] Group 4: New Material Opportunities - The domestic replacement of chemical new materials is accelerating due to trade tariffs and anti-monopoly pressures [3] - Key areas include adsorption separation materials, lubricating oil components, OLED materials, and high-end photoresists, with specific companies recommended for investment [3] Group 5: Price Recovery Potential - Certain sectors may see profit improvements as supply growth slows and policy constraints are anticipated, particularly in organic silicon and spandex industries [4] - The petrochemical sector may present strategic opportunities following a potential bottoming of oil prices, with recommendations for strategic layouts in refining and downstream polyester filament industries [4]

Group 1: M&A Activity Overview - From May 12 to May 18, there were a total of 86 M&A events involving listed companies, with 33 classified as significant M&A transactions[8] - Out of the total M&A events, 19 were completed, including 1 significant M&A transaction[8] Group 2: Policy Updates - The China Securities Regulatory Commission (CSRC) revised the "Management Measures for Major Asset Restructuring of Listed Companies," emphasizing a phased payment mechanism for restructuring shares and simplifying the review process[6] - The new rules allow for a 48-month validity period for registration decisions on phased share issuances for asset purchases[21] Group 3: Encouragement for Private Equity - The revised measures encourage private equity funds to participate in M&A activities, with a reduction in lock-up periods for certain transactions[21] - For private equity funds with a 48-month investment period, the lock-up period for third-party transactions is reduced from 12 months to 6 months[21] Group 4: Market Performance - During the week of May 12 to May 18, the restructuring index outperformed the Wind All A index by 1.19%[16] - The rolling 20-day return difference between the restructuring index and the Wind All A index remained near the zero axis, indicating stable performance[16] Group 5: Failed M&A Events - There were 5 failed M&A events during the week, involving companies such as Xinkeng Intelligent and Aisen Co., with total transaction values including 600,000 CNY for Huafeng Chemical's failed acquisition[13]

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].

Investment Rating - The report maintains a "Recommended" rating for the chemical industry [1]. Core Insights - The report highlights the potential revaluation of phosphate rock value due to ongoing supply-demand tensions, with increasing demand for phosphate fertilizers and lithium iron phosphate batteries [6][4]. - The chemical industry is expected to enter a restocking cycle in 2025, driven by low inventory levels and improving profitability among leading chemical companies [5][27]. - The report emphasizes the expansion of phosphate production capacity by Batian Co., which is set to increase its phosphate rock extraction capacity to 2 million tons per year [4][6]. Summary by Sections Core Target Tracking - The report tracks key companies in the chemical sector, including Batian Co., which is expanding its phosphate production capacity significantly [4][6]. - It also notes the performance of various chemical products, with a focus on price increases for butadiene and polyester filament due to favorable market conditions [10][14]. Market Observation - The chemical sector has shown a relative performance of 6.7% over the past month, outperforming the CSI 300 index [2]. - The report indicates that the chemical industry is experiencing a recovery phase, with several companies poised for growth due to favorable market dynamics [5][27]. Data Tracking - The report provides detailed tracking of price movements for key chemical products, including butadiene, polyester filament, and various fertilizers, indicating a general upward trend in prices [10][12][17]. - It also highlights the current chemical industry sentiment index at 93.10, reflecting a positive outlook for the sector [6][33]. Investment Recommendations - The report suggests focusing on companies with low-cost expansion capabilities, such as Wanhua Chemical and various tire manufacturers, as well as those benefiting from rising product prices [5][7]. - It emphasizes the importance of high dividend yield companies in the chemical sector, particularly state-owned enterprises with stable financials [8][29].