证券代码：002109 证券简称：兴化股份 公告编号：2025-036 陕西兴化化学股份有限公司（以下简称公司）第八届董 事会第五次会议通知于 2025 年 10 月 17 日以直接送达和电 子邮件相结合的方式送达各位董事及高级管理人员。本次会 议表决截至时间 2025 年 10 月 22 日 12:00，会议应参加表决 董事 9 人，实际表决的董事 9 人。本次会议的召开与表决程 序符合法律、法规和《公司章程》的有关规定。 二、董事会会议审议情况 1、审议通过了《关于兴化化工收购兴化新能源 20% 股权暨关联交易的议案》 表决结果：同意票 3 票、反对票 0 票、弃权票 0 票。 公司关联方董事韩磊先生、薛宏伟先生、石磊先生、郭 尊礼先生、曹杰先生、王彦峰先生对该议案回避表决。 内容详见披露于巨潮资讯网(www.cninfo.com.cn)及刊登 1 / 2 陕西兴化化学股份有限公司 第八届董事会第六次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完 整，没有虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 3、审议通过了《关于制定公司<董事、高级管理人员 离职管理制度>的议案》 ...

Group 1 - The company emphasizes the importance of communication and interaction with investors [1] - The company actively enhances investor interaction experiences through various methods [1] - The company aims to create a harmonious and amicable relationship with investors [1]

Group 1: Company Performance - The company's revenue decreased in the first half of 2025 due to continuously low product prices, which have been on a downward trend [2] - Despite the revenue decline, net profit increased, attributed to a larger decrease in raw material prices compared to product prices [2] Group 2: Project Updates - The Yulin project is currently under construction, with ongoing upgrades and relocations led by the company's major shareholder, Xinghua Group [2] - The completion timeline for the Yulin project and its production capacity compared to the old plant were discussed, but specific dates were not provided [1] Group 3: Product and Production Changes - The new production line at the Yulin project will produce products that may differ from the current offerings, with potential changes in production processes, costs, and technology routes [2]

Market Overview - On September 15, the chemical raw materials sector declined by 0.16% compared to the previous trading day, with Zhenhua Co., Ltd. leading the decline [1] - The Shanghai Composite Index closed at 3860.5, down 0.26%, while the Shenzhen Component Index closed at 13005.77, up 0.63% [1] Stock Performance - Notable gainers in the chemical raw materials sector included: - Longbai Group (002601) with a closing price of 19.62, up 5.09% and a trading volume of 667,300 shares, totaling 1.314 billion yuan [1] - ST Yatai (000691) with a closing price of 7.81, up 4.97% and a trading volume of 101,400 shares, totaling 79.1972 million yuan [1] - Jinhai Titanium Industry (000545) with a closing price of 3.69, up 4.53% and a trading volume of 1,184,600 shares, totaling 435 million yuan [1] - Major decliners included: - Zhenhua Co., Ltd. (603067) with a closing price of 17.90, down 4.33% and a trading volume of 180,800 shares, totaling 329 million yuan [2] - Sanyou Chemical (600409) with a closing price of 5.78, down 3.02% and a trading volume of 368,900 shares, totaling 216 million yuan [2] - Jinniu Chemical (600722) with a closing price of 7.09, down 2.88% and a trading volume of 319,900 shares, totaling 228 million yuan [2] Capital Flow - The chemical raw materials sector experienced a net outflow of 398 million yuan from institutional investors, while retail investors saw a net inflow of 239 million yuan [2][3] - Notable capital flows included: - Huayi Group (600623) with a net inflow of 26.8479 million yuan from institutional investors [3] - Tianyuan Co., Ltd. (002386) with a net inflow of 25.0141 million yuan from institutional investors [3] - Xue Tian Salt Industry (600929) with a net inflow of 21.3913 million yuan from institutional investors [3]

Market Overview - On August 28, the chemical raw materials sector rose by 0.26% compared to the previous trading day, with Xinghua Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Stock Performance - Xinghua Co., Ltd. (002109) closed at 4.11, with a significant increase of 9.89% and a trading volume of 1.2355 million shares, amounting to a transaction value of 498 million yuan [1] - Other notable performers included Jiangtian Chemical (300927) with a closing price of 29.92, up 3.35%, and Shanshui Technology (301190) at 26.44, up 3.28% [1] Fund Flow Analysis - The chemical raw materials sector experienced a net outflow of 788 million yuan from institutional investors, while retail investors saw a net inflow of 664 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 - Xinghua Co., Ltd. had a net inflow of 1.10 billion yuan from institutional investors, indicating strong institutional interest despite the overall sector outflow [3] - Other stocks like Sanyou Chemical (600409) and Jinpu Titanium Industry (000545) also showed varied fund flows, with Sanyou Chemical receiving a net inflow of 26.14 million yuan from institutional investors [3]

Core Viewpoint - Xinghua Co., Ltd. reported a decline in total revenue and a negative net profit for the first half of 2025, indicating ongoing financial challenges despite a slight improvement in net profit margin compared to the previous year [1][2]. Financial Performance - Total revenue for the first half of 2025 was 1.684 billion yuan, a decrease of 7.18% year-on-year [1]. - The net profit attributable to shareholders was -192 million yuan, showing a year-on-year increase of 25.77% [1]. - In Q2 2025, total revenue was 844 million yuan, down 6.84% year-on-year, with a net profit of -96.84 million yuan, up 12.2% year-on-year [1]. Profitability Metrics - Gross margin was -7.27%, an improvement of 13.89% year-on-year [1]. - Net margin was -18.15%, reflecting a year-on-year increase of 2.02% [1]. - Total selling, administrative, and financial expenses amounted to 153 million yuan, accounting for 9.06% of revenue, up 4.29% year-on-year [1]. Balance Sheet Indicators - Current ratio reached 0.74, indicating increased short-term debt pressure [1]. - Cash and cash equivalents decreased by 5.24% to 1.25 billion yuan [1]. - Accounts receivable increased by 58.69% to 984,700 yuan [1]. - Interest-bearing debt decreased by 4.39% to 3.961 billion yuan [1]. Shareholder Metrics - Earnings per share were -0.15 yuan, a year-on-year increase of 25.76% [1]. - Net asset value per share was 3.38 yuan, down 6.94% year-on-year [1]. - Operating cash flow per share was 0.09 yuan, a significant decrease of 53.24% year-on-year [1]. Investment Return Analysis - The company's historical return on invested capital (ROIC) has been weak, with a median of 4.38% over the past decade and a particularly poor ROIC of -3.65% in 2023 [2]. - The company has reported losses in four out of its 17 annual reports since going public, indicating a generally unfavorable investment profile [2].

Core Viewpoint - Xinghua Co., Ltd. reported a decline in total revenue and a negative net profit for the first half of 2025, indicating financial challenges despite some improvements in profit margins [1][2]. Financial Performance - Total revenue for the reporting period was 1.684 billion, a year-on-year decrease of 7.18% [1]. - The net profit attributable to shareholders was -192 million, showing a year-on-year increase of 25.77% [1]. - In Q2, total revenue was 844 million, down 6.84% year-on-year [1]. - Q2 net profit attributable to shareholders was -96.84 million, with a year-on-year increase of 12.2% [1]. Profitability Metrics - Gross margin was -7.27%, an increase of 13.89% year-on-year [1]. - Net margin was -18.15%, up 2.02% year-on-year [1]. - Total selling, administrative, and financial expenses amounted to 153 million, accounting for 9.06% of revenue, an increase of 4.29% year-on-year [1]. Cash Flow and Debt - Earnings per share were -0.15, with a year-on-year increase of 25.76% [1]. - Operating cash flow per share was 0.09, down 53.24% year-on-year [1]. - The current ratio was 0.74, indicating increased short-term debt pressure [1][2]. - The interest-bearing asset-liability ratio reached 36.97% [2]. Historical Performance - The median Return on Invested Capital (ROIC) over the past decade was 4.38%, with the worst year being 2023 at -3.65% [2]. - The company has reported losses in 4 out of 17 annual reports since its listing, suggesting a generally weak financial history [2].

Core Viewpoint - The report highlights the financial performance and operational status of Shaanxi Xinghua Chemical Co., Ltd. for the first half of 2025, indicating a decline in revenue and net profit compared to the previous year, while emphasizing the company's focus on coal chemical production and its strategic direction towards high-end, diversified, and low-carbon development in the coal chemical industry [1][5][7]. Financial Performance - The company's operating income for the reporting period was approximately 1.68 billion yuan, a decrease of 7.18% compared to the same period last year [4]. - The net profit attributable to shareholders was approximately -192.35 million yuan, representing an improvement of 25.77% year-on-year [4]. - The basic earnings per share were -0.1507 yuan, showing a 25.76% increase compared to -0.203 yuan in the previous year [4]. Business Overview - The main subsidiaries, Xinghua Chemical and Yushen Energy Chemical, focus on coal-based synthetic ammonia, methanol, methylamine, DMF, ethanol, and methyl acetate, with significant production capacities [5][6]. - Xinghua Chemical has an annual production capacity of 300,000 tons of synthetic ammonia and methanol, and 100,000 tons of methylamine and DMF, while Yushen Energy Chemical has a capacity of 500,000 tons of coal-based ethanol [5][6]. Industry Context - The coal chemical industry is positioned as a strategic direction for energy security in China, with a focus on clean energy and chemical products [6][7]. - The industry is transitioning towards new coal chemical processes that prioritize clean energy and chemical products, aiming to establish large industrial bases [6][7]. - Recent government policies emphasize the need for high-end, diversified, and low-carbon development in the coal chemical sector, addressing environmental and energy security challenges [7][8]. Production and Sales Strategy - The company employs a dual procurement strategy, focusing on local sourcing to reduce costs, and utilizes a dynamic pricing model based on market conditions [19][20]. - The production planning is closely linked to market demand, with adjustments made based on sales feedback to optimize production efficiency [19][20]. - The sales model combines direct sales and distributor channels, aiming to maximize production and sales rates while responding to market needs [20][21]. Core Competitiveness - The company's competitive advantages lie in its extensive management experience, cost control measures, and the ability to adapt to market changes [23][24]. - Continuous technological advancements and process optimizations are implemented to enhance production efficiency and maintain a competitive edge in the market [24].

Core Viewpoint - The company reported a decline in revenue and an increase in net loss for the first half of 2025 compared to the same period last year, indicating challenges in its financial performance [1][2]. Financial Performance - Operating revenue for the reporting period was approximately 1.68 billion yuan, a decrease of 7.18% from approximately 1.81 billion yuan in the same period last year [1]. - The net profit attributable to shareholders was a loss of approximately 259.12 million yuan, compared to a loss of approximately 192.35 million yuan in the previous year, representing an increase in loss of 25.77% [1]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately -192.94 million yuan, a decrease of 22.68% from approximately -249.52 million yuan in the previous year [1]. - The net cash flow from operating activities was approximately 119.84 million yuan, a decrease of 53.24% from approximately 256.27 million yuan in the previous year [1]. - Basic and diluted earnings per share were both -0.1507 yuan, an improvement of 25.76% from -0.2030 yuan in the previous year [1]. - The weighted average return on net assets was -4.37%, slightly improved from -4.80% in the previous year [1]. Asset and Equity Position - Total assets at the end of the reporting period were approximately 10.71 billion yuan, a decrease of 4.98% from approximately 11.28 billion yuan at the end of the previous year [1]. - The net assets attributable to shareholders were approximately 4.31 billion yuan [1]. Shareholder Structure - The largest shareholder, Shaanxi Yanchang Petroleum (Group) Co., Ltd., holds 39.80% of the shares, followed by Shaanxi Xinghua Group Co., Ltd. with 17.43% [3][4]. - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [5]. Important Transactions - The company plans to acquire 51% of the equity in Shaanxi Yanchang Petroleum Yulin Coal Chemical Co., Ltd.'s subsidiary, aiming to enhance its industrial structure and upgrade its value chain [5][6]. - The transaction is expected to be classified as a related party transaction but will not result in a change of control [5].

Meeting Overview - The fifth meeting of the eighth board of directors of Shaanxi Xinghua Chemical Co., Ltd. was held on August 25, 2025, with all nine directors present [1] - The meeting was convened in accordance with legal regulations and company bylaws [1] Voting Results - All resolutions presented during the meeting received unanimous approval, with 9 votes in favor and no votes against or abstentions [1][2][3] Financial Reports - The company disclosed its half-year report, which is available on the Giant Tide Information Network and in the Securities Times and China Securities Journal [1] - A special report on the management and use of raised funds for the first half of 2025 was also approved [1] Related Party Transactions - A risk assessment report regarding related party loans was approved, with certain directors abstaining from the vote [2] - The board approved a proposal to provide guarantees for loans to subsidiaries, with unanimous support [2] Credit Facilities - The company plans to authorize its subsidiaries to apply for a total credit facility of up to 1.3 billion yuan, with specific allocations of 1 billion yuan for Shaanxi Yanchang Petroleum Yushen Energy Chemical Co., Ltd. and 300 million yuan for Shaanxi Yanchang Petroleum Xinghua Chemical [3] - The credit facility will cover various financial services, including loans and guarantees, and can be used repeatedly within the authorized period [3] Governance Procedures - The board approved updates to the audit committee's working procedures and the decision-making system for related transactions [3][4]