华峰化学股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善华峰化学股份有限公司（以下简称公司）的法人治理结构， 促进公司的规范运作，改善董事会结构，强化对内部董事及经理层的约束和监督机制， 保护中小股东及利益相关者的利益，根据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司独立董事管理办法》以及公司章程等相关规定，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主要股东、 实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独立客观判断关系 的董事。 独立董事对公司及全体股东负有诚信与勤勉义务。独立董事应当按照相关法律法规、 公司章程的要求，认真履行职责，维护公司整体利益，尤其要关注中小股东的合法权益 不受侵害。 第三条 公司聘请独立董事的人数应符合公司章程的规定，独立董事占董事会成员 的比例不得低于三分之一，且至少包括一名会计专业人士。（本条所称会计专业人士系指 具备较丰富的会计专业知识和经验，并至少符合下列条件之一： （一）具有注册会计师资格； （二）具有会计、审计或者财务管理专业的高级职称、副教授及以上职称或者博士 学位； （三）具有经 ...

证券代码：002064 证券简称：华峰化学 公告编号：2025-053 华峰化学股份有限公司 2025年第二次临时股东大会决议公告 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： （一）审议通过了《关于修订<公司章程>的议案》 1、本次股东大会召开期间无增加、否决或变更提案的情况； 2、本次股东大会以现场结合网络投票的方式召开。 一、会议召开和出席情况 华峰化学股份有限公司2025年第二次临时股东大会由公司第九届董事会召 集并于2025年9月2日发出通知，现场会议于2025年9月18日下午15:00在浙江省瑞 安市经济开发区开发区大道1688号205会议室召开；网络投票时间：2025年9月18 日。其中，通过深圳证券交易所交易系统进行网络投票的时间为2025年9月18日 9:15—9:25、9:30—11:30和13:00—15:00；通过深圳证券交易所互联网投票的具体 时间为2025年9月18日9:15—15:00的任意时间。 会议由公司董事会召集，董事长尤飞煌先生主持，公司部分董事、监事、高 级管理人员出席了本次会议，见证律师等相关人员列席了本 ...

浙江安阳律师事务所 关于华峰化学二〇二五年第二次临时股东大会的法律意见书 浙江安阳律师事务所 关于华峰化学股份有限公司二〇二五年 第二次临时股东大会的法律意见书 致: 华峰化学股份有限公司 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《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，浙江安阳律师事务所（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"或"公司"）的委托，指派本所律师出席华峰化学二〇二五 年第二次临时股东大会，并出具本法律意见书。 本法律意见书仅供华峰化学二〇二五年第二次临时股东大会之目的使用。 本所律师同意将本法律意见书随华峰化学本次股东大会其他信息披露资料一并 公告。 本所律师根据《证券法》、《公司法》及《股东会规则》等法律法规和其他 规范性文件的要求，按照律师行业公认的业务标准、道德规范和勤勉尽责的精神， 对华峰化学本次股东大会所涉及的有关事项和相关文件进行了必要的核查和验 证，出席了华峰化学二〇二五年第二次临时股东大会，现出具法律意见如下。 一、关 ...

Summary of Huafeng Chemical Conference Call Industry Overview - **Industry**: Spandex (Polyurethane Synthetic Fiber) - **Growth Rate**: The compound annual growth rate (CAGR) for spandex from 2017 to 2024 is over 10%, driven by demand for outdoor clothing and leisure sports trends, indicating potential for increased per capita consumption in China [2][7] - **China's Position**: China is the largest producer and consumer of spandex globally, with a production of 890,000 tons in 2023 and only 70,000 tons exported, highlighting a domestic demand-driven market [8] Company Insights - **Company**: Huafeng Chemical - **Production Capacity**: Expected to reach 325,000 tons in 2024 and 400,000 tons in 2025, positioning it as a leader alongside Xiaoxin Group [2][11] - **Sales Performance**: Anticipated spandex sales of 368,000 tons in 2024 with an operating rate close to 110%, significantly above the industry average of 80% [19] - **Financial Health**: Despite a challenging environment, Huafeng is projected to achieve approximately 3 billion yuan in cash flow and 2.3 billion yuan in net profit, with a cash reserve of 5.5 billion yuan [28] Market Dynamics - **Current Market Conditions**: Spandex profitability is near the bottom, with current earnings around 2,000 yuan per ton. A price increase to 40,000-50,000 yuan per ton could yield significant profit increments of 4-8 billion yuan [24] - **Inventory and Pricing**: High inventory levels and declining prices are current challenges, but a recovery in valuation is expected by 2025, with potential profit reversals by 2026 [15][24] Competitive Landscape - **Competitors**: Xiaoxin Group is considering asset sales, which could further solidify Huafeng's market position. Other competitors like Taehwa and Xinyang Chemical are facing significant challenges, with some potentially exiting the market [12][15] - **Market Share**: Huafeng controls over 70% of the heart liquid market, indicating a monopolistic position despite current weak demand [26] Future Outlook - **Growth Potential**: By 2026, Huafeng anticipates an increase in earnings per share (EPS) and overall growth, with potential profits reaching 10 billion yuan if market conditions improve [29] - **Valuation**: The company is currently undervalued at a market cap of 40 billion yuan, with projections suggesting a target market cap of 660 billion yuan by 2025 based on a conservative 20x price-to-earnings ratio [28][29] Additional Insights - **Technological Advancements**: Huafeng has achieved significant scale effects through technological improvements, allowing for lower investment per ton compared to industry averages [22] - **Raw Material and Energy Costs**: Proximity to raw material sources and strong bargaining power have enabled Huafeng to maintain lower costs, enhancing profitability [23] This summary encapsulates the key points from the conference call, highlighting the current state and future potential of Huafeng Chemical within the spandex industry.

Market Overview - On September 17, the chemical fiber sector declined by 0.63%, with Huilong New Materials leading the drop [1] - The Shanghai Composite Index closed at 3876.34, up 0.37%, while the Shenzhen Component Index closed at 13215.46, up 1.16% [1] Stock Performance - Notable gainers in the chemical fiber sector included: - Tongyi Zhong: closed at 20.36, up 3.09% with a trading volume of 117,500 shares and a turnover of 239 million yuan [1] - Wanwei High-tech: closed at 5.98, up 1.36% with a trading volume of 561,900 shares and a turnover of 333 million yuan [1] - Major decliners included: - Huilong New Materials: closed at 26.33, down 5.93% with a trading volume of 39,400 shares and a turnover of 106 million yuan [2] - Shenma Co.: closed at 9.71, down 4.24% with a trading volume of 323,700 shares and a turnover of 318 million yuan [2] Capital Flow - The chemical fiber sector experienced a net outflow of 119 million yuan from institutional investors, while retail investors saw a net inflow of 112 million yuan [2][3] - The capital flow for key stocks showed: - Wanwei High-tech: net inflow of 20.83 million yuan from institutional investors, but a net outflow of 10.29 million yuan from speculative funds [3] - Huilong New Materials: significant net outflow of 18.21 million yuan from speculative funds [3]

Summary of Conference Call Records Industry and Companies Involved - **Companies**: 合盛硅业 (Hesheng Silicon Industry) and 华峰化学 (Huafeng Chemical) - **Industry**: Silicon-based new materials and polyurethane industry Key Points and Arguments Hesheng Silicon Industry - Hesheng Silicon Industry is a leading player in China's silicon-based new materials sector, benefiting from low-cost coal and electricity resources in Xinjiang, which allows for coal-electric-silicon integration to reduce production costs [1] - The company has significant production capacity in industrial silicon and organic silicon, with plans for further expansion in polysilicon, which is expected to benefit from improved photovoltaic industry policies [1] - The industrial silicon market is characterized by price volatility, but global demand is steadily increasing due to the needs of photovoltaic components and organic silicon, alongside export growth from overseas economic recovery [1][6] - Hesheng's industrial silicon capacity is projected to reach 1.87 million tons in 2024, with organic silicon production at full capacity, while polysilicon projects are still under construction [4] Organic Silicon Market - Organic silicon has a wide range of applications, particularly in emerging industries like lithium batteries and photovoltaic components, with a compound annual growth rate (CAGR) of over 10% in recent years [5] - The rapid expansion of domestic organic silicon capacity in the past two years has led to price declines, but limited new capacity and shutdowns of overseas production are expected to optimize supply and drive prices up in the next two years [5] Industrial Silicon Market - Industrial silicon prices have historically fluctuated, with peaks reaching 60,000 yuan per ton and lows below 10,000 yuan in 2025 [6] - Global demand for industrial silicon is projected to grow from 2.44 million tons in 2011 to 5.5 million tons in 2024, with a CAGR of 7.7% [6] - Supply-side constraints, including the elimination of small, inefficient furnaces and a slowdown in new capacity additions, are expected to improve the supply structure and potentially drive prices higher [6] Huafeng Chemical - Huafeng Chemical is the largest producer of spandex in China and a leading global player in adipic acid and shoe sole raw materials, with a production capacity of 325,000 tons of spandex and 1.355 million tons of adipic acid [10] - The spandex market is currently at a historical low, but demand is expected to grow due to increased consumption in sportswear, casual wear, and formal attire, as well as new applications [11] - Adipic acid is widely used in nylon and polyurethane, with a projected consumption of nearly 2 million tons in China by 2024, but current oversupply has led to low prices [12] Cost Advantages of Huafeng Chemical - Huafeng Chemical has significant cost advantages in production processes, energy supply, labor costs, and depreciation, allowing it to maintain lower production costs than competitors by 1,000-3,000 yuan per ton [13] - The company’s profitability is supported by its ability to navigate industry cycles, with a current profit of approximately 2,000 yuan per ton for spandex [13] Future Outlook - Hesheng Silicon Industry is expected to benefit from market changes due to anti-involution policies, with potential improvements in cash flow and profitability as prices for organic silicon and industrial silicon rise [8][9] - Huafeng Chemical's performance is projected to reach around 2 billion yuan by 2025, with a price-to-earnings ratio of about 20 times, indicating potential for growth if market conditions improve [14] Other Important Insights - The market is currently divided on Hesheng's ability to recover and the potential risks related to its high debt levels, with a debt-to-asset ratio of 63% and significant short-term liabilities [7] - The anticipated exit of high-cost competitors from the market may further support price recovery for both spandex and adipic acid [11][12]

Group 1 - Eastman Chemical International GmbH and Huafeng Chemical Co., Ltd. have established a new joint venture [1] - The public notice period for this joint venture is from September 16, 2025, to September 25, 2025 [2]

Market Overview - The chemical fiber sector increased by 1.41% on September 16, with Tongyi Zhong leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Stock Performance - Key stocks in the chemical fiber sector showed the following performance: - Tongyi Zhong (688722) closed at 19.75, up 5.00% with a trading volume of 110,000 shares and a turnover of 215 million yuan [1] - Baogang Di (300905) closed at 36.61, up 3.92% with a trading volume of 141,600 shares and a turnover of 513 million yuan [1] - Nanjing Chemical Fiber (6888009) closed at 16.04, up 3.35% with a trading volume of 122,000 shares and a turnover of 192 million yuan [1] - Other notable stocks include Huafeng Chemical (002064) and Xinxiang Chemical Fiber (000949), which saw increases of 2.63% and 2.09% respectively [1] Capital Flow - The chemical fiber sector experienced a net outflow of 38.56 million yuan from institutional investors and 62.84 million yuan from speculative funds, while retail investors saw a net inflow of 101 million yuan [2] - Detailed capital flow for specific stocks indicates: - Baolidi (300905) had a net inflow of 60.63 million yuan from institutional investors [3] - Xinxiang Chemical Fiber (000949) saw a net inflow of 26.76 million yuan from institutional investors [3] - Tongyi Zhong (688722) had a net inflow of 14.72 million yuan from institutional investors [3]

Core Viewpoint - Huafon Chemical's stock has shown significant growth in recent months, with a year-to-date increase of 10.96% and a 34.80% rise over the past 60 days, despite a recent net outflow of funds [1][2]. Company Overview - Huafon Chemical Co., Ltd. is located in Ruian Economic Development Zone, Wenzhou, Zhejiang Province, and was established on December 15, 1999. The company was listed on August 23, 2006 [1]. - The main business activities include the research, production, and sales of polyurethane products such as spandex fiber, polyurethane raw materials, and adipic acid. The revenue composition is as follows: basic chemical products 36.84%, chemical fibers 34.73%, new chemical materials 22.81%, others 5.06%, and logistics services 0.56% [1]. Financial Performance - As of June 30, 2025, Huafon Chemical reported a revenue of 12.137 billion yuan, a year-on-year decrease of 11.70%, and a net profit attributable to shareholders of 983 million yuan, down 35.23% year-on-year [2]. - The company has distributed a total of 4.876 billion yuan in dividends since its A-share listing, with 2.233 billion yuan distributed in the last three years [3]. Shareholder Information - As of June 30, 2025, the number of Huafon Chemical's shareholders increased by 12.04% to 65,100, while the average circulating shares per person decreased by 10.81% to 75,999 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited holds 69.1225 million shares, a decrease of 22.4842 million shares compared to the previous period, while Southern CSI 500 ETF increased its holdings by 4.1511 million shares to 29.4607 million shares [3].

Group 1 - Huafeng Chemical has announced a new project for a digital workshop to produce 3,000 tons of specialty nylon annually, expected to start in September 2025 and be completed by September 2027 [2] - The company is the only domestic enterprise that masters both the adipic acid method and the butadiene method for producing hexamethylenediamine, establishing a complete industrial chain from benzene to nylon 66 [2] - Cangzhou Xuyang Chemical is planning a new nylon materials project with an annual capacity of 230,000 tons, which includes four production lines and various equipment [3][4] Group 2 - Cangzhou Xuyang's existing projects include a 150,000 tons/year caprolactam production project and a 300,000 tons/year caprolactam production project, among others [4] - By 2025, Cangzhou Xuyang's total caprolactam production capacity is expected to reach 750,000 tons/year, making it the second largest globally [4] - The company reported a revenue of 10.311 billion yuan and a net profit of 238 million yuan in 2024 [4]