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 - Several listed companies have recently announced the termination of acquisitions, with Huafeng Chemical's termination being notably due to the lack of approval from minority shareholders [1][2] Group 1: Acquisition Details - Huafeng Chemical planned to acquire 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. through a combination of issuing shares and cash payments [3] - The acquisition was valued at 40.4 billion yuan for Huafeng Synthetic Resin and 19.6 billion yuan for Huafeng Thermoplastic, with the deal constituting a related party transaction due to the involvement of the controlling shareholder [3][7] - The board and supervisory committee approved the restructuring plan, but the shareholder meeting failed to pass the necessary resolutions due to the absence of votes from related shareholders [3][4] Group 2: Voting Results - The voting results showed that only 1.42 billion shares (47.04%) supported the proposal, while 301.99 million shares (9.98%) opposed it, and 1.3 billion shares (42.98%) abstained, failing to meet the required two-thirds majority [4] - Among minority shareholders, 1.28 billion shares (44.46%) were in favor, while 301.99 million shares (10.47%) opposed, and 1.3 billion shares (45.08%) abstained, indicating a significant level of abstention [5][6] Group 3: Financial Performance and Concerns - The target companies showed strong financial performance in 2024, with Huafeng Synthetic Resin generating 3.42 billion yuan in net profit and Huafeng Thermoplastic generating 1.63 billion yuan, both reflecting growth from the previous year [7] - However, the high growth rates and substantial dividends raised concerns among investors, as Huafeng Synthetic Resin distributed 1.556 billion yuan and Huafeng Thermoplastic distributed 460 million yuan in dividends, totaling 2 billion yuan [8] - The significant dividend payouts led to increased debt levels, with Huafeng Synthetic Resin's debt-to-asset ratio rising from 60.48% to 75.75% and Huafeng Thermoplastic's from 71.44% to 85.21% [8] Group 4: Shareholder Concerns - The distribution of dividends raised questions about the fairness of asset valuations and potential conflicts of interest, as the funds primarily benefited the controlling shareholder's family [9][10] - Despite the failed acquisition, Huafeng Chemical expressed intentions to continue discussions with the transaction parties and fulfill commitments regarding the injection of assets into the listed company [10]

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]

Core Viewpoint - Huafeng Chemical's profitability continues to decline, and its attempt to expand through acquisitions has failed [1][2] Group 1: Acquisition Attempt - Huafeng Chemical announced the termination of its plan to acquire 100% of Huafeng Synthetic Resin and Huafeng Thermoplastic Polyurethane due to lack of shareholder approval [2][3] - The total consideration for the failed transaction was 6 billion yuan in cash and 54 billion yuan in shares, with a proposed issuance of 879 million shares [2] - The valuation of Huafeng Synthetic Resin showed a 506.96% increase, while Huafeng Thermoplastic had a 478.49% increase compared to their book values [3] Group 2: Financial Performance - From 2022 to 2024, Huafeng Chemical's revenue was 258.84 billion yuan, 262.98 billion yuan, and 269.31 billion yuan, with year-on-year changes of -8.75%, 1.60%, and 2.41% respectively [6] - Net profit for the same period was 28.44 billion yuan, 24.78 billion yuan, and 22.20 billion yuan, reflecting a decline of 64.17%, 12.85%, and 10.43% respectively [6] - In Q1 2025, the company reported revenue of 63.14 billion yuan, down 5.15% year-on-year, and net profit of 5.04 billion yuan, down 26.21% [8] Group 3: Industry Context - The spandex industry has transitioned from a peak to a cyclical low, facing oversupply and declining raw material prices, leading to continuous price drops [8][9] - The average price of domestic spandex 40D in 2024 was 26,417.21 yuan per ton, a year-on-year decrease of approximately 17.11% [9] - Despite the challenges, Huafeng Chemical plans to continue expanding its production capacity, with an additional 150,000 tons of spandex expected to be gradually put into production starting in 2025 [9]

Core Viewpoint - The recent surge in mergers and acquisitions (M&A) in the A-share market reflects a deep-seated logic of industrial upgrading and strategic transformation, showcasing the diversification and specialization of the current M&A landscape [1] Group 1: Characteristics of Recent M&A Activity - Cash transactions dominate the current wave of M&A, with companies accelerating their entry into new sectors [2] - The M&A activities are driven by three strategic directions: seeking breakthroughs in technological innovation, enhancing risk resilience through resource integration, and capitalizing on policy incentives to enter emerging sectors like AI and semiconductors [2] Group 2: Industry Chain Integration - Industry chain integration is a core driver of M&A among A-share companies, with firms pursuing horizontal and vertical integration to enhance competitiveness [3] - Jiangsu Zongyi Co., Ltd. plans to acquire control of Jiangsu Jilai Microelectronics Co., Ltd. to extend its reach into the power semiconductor sector [3] - Suzhou Dongshan Precision Manufacturing Co., Ltd. intends to acquire 100% of Groupe Mécanique Découpage to optimize its debt structure and enhance its capabilities in the automotive parts sector [3][4] Group 3: Strategic Focus and Diversification - Companies are adopting divergent strategies, with some focusing on core businesses while others pursue diversification [5] - Jiangsu Zongyi's acquisition of Jilai Microelectronics aims to strengthen its position in the integrated circuit sector, enhancing its technical capabilities and market share [5] - China National Pharmaceutical Group plans to acquire Beijing Jinsui Technology to enter the e-commerce service sector, diversifying its business and revenue streams [5] Group 4: Investment Trends - Beijing Lier High-Temperature Materials Co., Ltd. is investing in Shanghai Zhenliang Intelligent Technology Co., Ltd. to enter the AI chip market, reflecting a commitment to both core business and new growth areas [6] Group 5: Valuation and Compliance Concerns - Valuation and compliance are critical issues in M&A transactions, directly impacting their success [8] - Huafeng Chemical Co., Ltd. terminated its planned acquisition of Zhejiang Huafeng Synthetic Resin Co., Ltd. due to high valuation and lack of shareholder approval, highlighting the risks associated with high-premium related transactions [8][9] - Companies are advised to establish a scientific valuation system and ensure transparency in operations to mitigate risks associated with related-party transactions [10]

Core Viewpoint - Huafeng Chemical (SZ002064) announced plans to acquire 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. through a combination of share issuance and cash payment, but the acquisition was terminated due to insufficient shareholder approval [1][11]. Group 1: Acquisition Details - The total consideration for the acquisition was set at 6 billion yuan in cash and 54 billion yuan in shares, with a proposed issuance of 879 million shares, representing 15.05% of the post-issue total share capital [2][4]. - The valuation reports indicated a significant premium, with Huafeng Synthetic Resin's equity valued at 4.045 billion yuan, reflecting a 506.96% premium over its book value, and Huafeng Thermoplastic's equity valued at 1.963 billion yuan, with a 478.49% premium [2][5]. Group 2: Financial Performance - Huafeng Chemical has experienced a decline in net profit for three consecutive years, with a 10.43% decrease in net profit year-on-year, despite a 2.41% increase in revenue last year [5][12]. - In contrast, Huafeng Synthetic Resin reported a revenue of 3.234 billion yuan and a net profit of 342 million yuan for 2024, while Huafeng Thermoplastic achieved a revenue of 3.181 billion yuan and a net profit of 163 million yuan [6][9]. Group 3: Shareholder Response - During the shareholder meeting, only 47.04% of the votes supported the acquisition proposal, with a significant portion of shares abstaining, primarily from "northbound" funds, indicating a lack of support for the transaction [11][12]. - The company acknowledged that the high abstention rate contributed to the failure of the proposal, and it plans to reassess the acquisition strategy, potentially increasing the cash component in future negotiations [12][10].

Group 1: 华峰化学 - Company decided to terminate the acquisition of 100% equity in Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. due to insufficient shareholder approval [1] - The decision was made based on prudence, as the proposal did not receive more than two-thirds of the valid voting rights at the shareholders' meeting [1] - Company will continue to promote related equity injection work and strictly fulfill asset injection commitments [1] Group 2: 中荣股份 - Actual controller and chairman Huang Huanran has been placed under residential surveillance by the police [2] - Other board members and senior management are performing their duties normally, and the board of directors is operating as usual [2] - Company specializes in the research, design, production, and sales of paper printing and packaging products [2] Group 3: 密尔克卫 - Three shareholders plan to reduce their holdings by a total of up to 2% of the company's shares through block trading [3] - The reduction includes 143.63 million shares, 97.65 million shares, and 75.03 million shares, representing 0.91%, 0.62%, and 0.47% of the total share capital respectively [3] - The reduction period is from June 6, 2025, to September 5, 2025, due to personal funding needs [3] Group 4: 舒泰神 - Subsidiary Jiangsu Beijietai Biotechnology Co., Ltd. has obtained a drug production license from the Jiangsu Provincial Drug Administration [4] - The license allows for the production of therapeutic biological products, specifically for registered declaration use [4] - The license is valid until May 7, 2030, and is not expected to have a significant impact on the company's current performance [4] Group 5: 捷顺科技 - Company won the bid for the "Chongqing Beautiful Sunshine Home and other public rental housing supporting parking space operation project" [5] - The project includes four public rental housing supporting parking lots with a total of 13,335 parking spaces [5] - The minimum guaranteed revenue for the project is quoted at 40.43 million yuan per year, with a total contract amount expected to exceed 100 million yuan [5] Group 6: 综艺股份 - Company signed an investment cooperation intention agreement to acquire control of Jiangsu Jilai Microelectronics Co., Ltd. through cash capital increase or share transfer [6] - Jilai Micro primarily engages in the research, production, and sales of power semiconductor chips and devices [6] - The transaction is expected to constitute a major asset restructuring [6] Group 7: 东山精密 - Subsidiary DSBJ PTE. LTD. plans to acquire 100% equity of French GMD Group for approximately 100 million euros (about 814 million yuan) [7] - The acquisition aims to advance the company's globalization strategy and enhance its market share in the automotive parts sector [7] - The company specializes in the research, production, and sales of electronic circuit products and precision components [7] Group 8: 诺诚健华 - Company reported a net profit of 17.97 million yuan for the first quarter of 2025, a significant turnaround from a loss of 142 million yuan in the same period last year [8] - The first quarter revenue reached 381 million yuan, representing a year-on-year growth of 129.92% [8] - The company focuses on the research, production, and commercialization of innovative drugs [8] Group 9: 凯美特气 - Shareholders plan to reduce their holdings by up to 3% of the company's shares through centralized bidding and/or block trading [9] - The total number of shares to be reduced is 20.86 million [9] - The reduction is due to personal funding needs [9] Group 10: 海创药业 - Controlling shareholder plans to reduce holdings by up to 2% of the company's shares through centralized bidding and block trading [10] - The total number of shares to be reduced is 1.98 million [10] - The reduction is due to personal funding needs [10] Group 11: 高争民爆 - Controlling shareholder plans to reduce holdings by up to 3% of the company's shares through centralized bidding and block trading [11] - The total number of shares to be reduced is 828,000 [11] - The reduction is due to the company's funding needs [11] Group 12: 金埔园林 - Two shareholders plan to reduce their holdings by a total of up to 1.91% of the company's shares [12] - The reductions include 183.93 million shares and 167.73 million shares [12] - The reasons for the reductions are asset optimization and personal funding needs [12] Group 13: 掌趣科技 - The largest shareholder plans to reduce holdings by up to 1% of the company's shares through centralized bidding or block trading [13] - The total number of shares to be reduced is 27.2 million [13] - The reduction is due to personal funding needs [13] Group 14: 美凯龙 - Company announced that its director and general manager has been placed under investigation and detention by the local supervisory committee [14] - Other board members and senior management are performing their duties normally, and daily operations are unaffected [14] - The company specializes in managing and operating self-operated and franchised shopping malls [14] Group 15: 新强联 - Major shareholder plans to reduce holdings by up to 1.89% of the company's shares through centralized bidding and block trading [15] - The total number of shares to be reduced is 717,490 [15] - The reduction is due to operational needs [15] Group 16: 日月明 - Shareholder plans to reduce holdings by up to 1% of the company's shares through centralized bidding [16] - The total number of shares to be reduced is 80,000 [16] - The reduction is due to personal funding needs [16] Group 17: 同有科技 - Major shareholder and vice president plan to reduce their holdings by up to 1.53% of the company's shares [17] - The total number of shares to be reduced is 730,850 [17] - The reduction is due to personal funding needs [17] Group 18: 爱尔眼科 - Subsidiary successfully acquired 60% equity and specific debt of Shenzhen Guangsheng Digital Technology Co., Ltd. for 650 million yuan [18] - The transaction constitutes a related party transaction [18] - The acquired asset will serve as long-term medical premises for the subsidiary [18]

Core Viewpoint - Huafeng Chemical's asset restructuring plan involving a total consideration of 6 billion yuan has been officially terminated after failing to gain approval from the shareholders' meeting, marking a significant setback for the company [2][5]. Group 1: Restructuring Plan Details - The restructuring plan aimed to acquire 100% equity of Huafeng Synthetic Resin for 4.04 billion yuan and Huafeng Thermoplastic for 1.96 billion yuan from Huafeng Group and related parties [5]. - The plan faced skepticism due to high premiums and substantial dividends paid by the target companies prior to the transaction [5][6]. - On April 29, 2025, all 19 related proposals were rejected at the shareholders' meeting, primarily influenced by minority shareholders [6][8]. Group 2: Shareholder Voting Dynamics - Minority shareholders voted against the restructuring, with only 44.46% of the votes in favor of the proposal to issue shares and pay cash for the assets [8]. - The voting results showed a significant number of abstentions, with 42.98% of votes being abstained, leading to the failure of the proposals [6][8]. Group 3: Financial Performance and Concerns - The high premiums for the target companies raised concerns about their asset quality, with Huafeng Synthetic Resin's equity valuation showing a 506.96% increase and Huafeng Thermoplastic's at 478.49% [8]. - Both companies experienced a notable increase in debt levels in 2024, with Huafeng Synthetic Resin's total liabilities reaching 2.08 billion yuan and an asset-liability ratio rising to 75.75% [8]. - The significant dividends distributed in 2024, totaling 2 billion yuan, contributed to the increased debt, raising questions about financial management practices [9]. Group 4: Company Performance Overview - Huafeng Chemical has faced declining profitability, with net profits dropping from 2.844 billion yuan in 2022 to 2.22 billion yuan in 2024, reflecting a downward trend [9]. - The company's first-quarter report for 2025 indicated a continued decline in revenue and net profit, with a 5.15% decrease in revenue year-on-year [9].

Regulatory Actions - The State Administration for Market Regulation, along with four other departments, has interviewed major food delivery platforms like JD, Meituan, and Ele.me regarding competition issues in the industry, emphasizing compliance with laws such as the E-commerce Law and Food Safety Law to ensure fair competition and protect consumer rights [1] Digital Rural Development - The Central Cyberspace Administration of China and other ministries have issued the "2025 Digital Rural Development Work Points," aiming for over 90% 5G coverage in rural administrative villages by the end of 2025, enhancing internet access and agricultural informationization [2] Company News - Huafeng Chemical announced the termination of its restructuring plan to acquire 100% stakes in Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. due to insufficient shareholder approval, with a total transaction value of 6 billion yuan [3] - JD Group reported a revenue of 301.1 billion yuan for Q1 2025, a 15.8% year-on-year increase, with net profit reaching 10.9 billion yuan, up from 7.1 billion yuan in Q1 2024, indicating an improved net profit margin [3] - Hainan Huatie plans to repurchase its shares with a total fund of no less than 200 million yuan and no more than 300 million yuan, with a maximum repurchase price of 15.95 yuan per share [4] - Zongyi Co. signed an investment cooperation agreement to gain control of Jilai Microelectronics, which specializes in power semiconductor chips, aiming to enhance its core technology sector and revenue [5] - Shanghai Electric announced the transfer of 77.8832% of its stake in Shanghai Minghua Electric Technology Co., Ltd. for 202 million yuan, which is part of a strategy to optimize its business structure [5] - Donghu Gaoxin decided to terminate its acquisition of a controlling stake in Hubei Progre Technology Group due to unmet preconditions in the agreement [6] - Huafa Co. plans to initiate a supply chain asset special plan with a total limit of up to 20 billion yuan, which constitutes a related party transaction [7] - Haon Automotive received confirmation for its intelligent driving camera systems from two automotive brands, with an estimated total revenue of 430 million yuan over the project lifecycle [7] - Huawei announced the launch event for its nova 14 series and HarmonyOS computers, scheduled for May 19 [8] Research Insights - Open Source Securities highlighted the emerging low-altitude economy, suggesting investors pay attention to its development across various levels from national planning to local subsidies [8] - CITIC Securities noted the rising demand for gas turbines in various sectors, predicting an upward cycle in the market and recommending investment in upstream core components [8]