法律意见书 地址：西安市丈八一路 10 号中铁西安中心 32 层 电话：029-89840840 传真：029-89840848 邮编：710065 上海市锦天城（西安）律师事务所 法律意见书 上海市锦天城（西安）律师事务所 关于陕西兴化化学股份有限公司 2025 年第二次临时股东会的 上海市锦天城（西安）律师事务所 关于陕西兴化化学股份有限公司 2025 年第二次临时股东会的 法律意见书 致：陕西兴化化学股份有限公司 上海市锦天城（西安）律师事务所（以下简称"本所"）接受陕西兴化化学 股份有限公司（以下简称"公司"或"兴化股份"）的委托，就公司召开 2025 年 第二次临时股东会（以下简称"本次股东会"）的有关事宜，根据《中华人民共 和国公司法》（以下简称"《公司法》"）、《上市公司股东会规则》等法律、 行政法规、部门规章、规范性文件以及《陕西兴化化学股份有限公司章程》（以 下简称"《公司章程》"）的有关规定，出具本法律意见书。 为出具本法律意见书，本所及经办律师依据《中华人民共和国证券法》、《律 师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规则（试 行）》等规定及本法律意见书出具日以前 ...

Group 1 - The stock price of Xinghua Co., Ltd. closed at 3.97 yuan on August 22, 2025, with an increase of 0.36 yuan, representing a rise of 9.97% [1] - The trading volume on that day was 1.1133 million hands, with a total transaction amount of 430 million yuan [1] - Xinghua Co., Ltd. is primarily engaged in the production and sales of chemical raw materials and is located in Shaanxi Province, China [1] Group 2 - The company is part of the central state-owned enterprise reform concept sector [1] - A recent announcement indicated that the company has released a tender for "Special Financial Advisory Services for Asset Restructuring," which includes due diligence on target assets, assessment of restructuring risks, and design of restructuring plans [1] - The tender was published on the Shaanxi Provincial Industrial and Information Technology Sector Bidding and Tendering Regulatory Service Platform [1] Group 3 - On August 22, the net inflow of main funds was 80.2911 million yuan, with a cumulative net inflow of 90.8035 million yuan over the past five trading days [2]

Company Overview - Xianghua Chemical Co., Ltd. (002109.SZ) is experiencing a continuous loss, with an expected net loss of 180-210 million yuan for the first half of 2025, marking its third consecutive year of mid-year losses [1][2] - In the first half of 2023, the company reported a net loss of 176 million yuan, transitioning from profit to loss for the first time, and the loss further expanded to 259 million yuan in the first half of 2024 [3] Financial Performance - The primary reasons for the losses include low sales prices of main products and insufficient market demand. Although there was some recovery in operational performance due to a decline in raw material prices, the overall effectiveness remains in a loss state [3] - The company's main products include synthetic ammonia, methanol, methylamine, and dimethylformamide (DMF), with an annual production capacity of 300,000 tons of synthetic ammonia, 300,000 tons of methanol, and 100,000 tons of methylamine/DMF [3] - The market price for synthetic ammonia hit a low of 2,387 yuan/ton by the end of June 2023, a decrease of 17.49% year-on-year [3] - Methanol prices showed a "strong then weak" trend, with a cumulative decline of approximately 18% in the first half of 2024 [3] Product Pricing and Demand - The prices of methylamine and DMF from Xianghua Chemical's subsidiary fell significantly, with year-on-year declines of 65.97% and 64.8%, respectively, leading to a 41.76% drop in overall gross margin and a reduction of 675 million yuan in gross profit for these two products [4] - The company is backed by Shaanxi Yanchang Petroleum Group, which holds 69.37% of Xianghua's shares, making it a platform company under the state-owned enterprise [5] Strategic Moves - In response to ongoing losses, Xianghua has pursued several major asset restructurings and acquisitions, including the acquisition of a 51% stake in Yushen Energy Chemical for 995 million yuan in February 2023, which focuses on ethanol production [6] - The company also plans to invest 344 million yuan to acquire 80% of Shaanxi Yanchang Petroleum Xianghua New Energy Co., Ltd. [6] - Despite these acquisitions, the company has not yet managed to reverse its loss trend [7] Industry Context - The continuous losses of Xianghua Chemical reflect a broader trend in the petrochemical industry, which is undergoing significant adjustments. The industry saw a revenue of 16.28 trillion yuan in 2024, a year-on-year increase of 2.1%, but profits fell by 8.8% [7] - The petrochemical sector has faced three consecutive years of profit declines, with a 20.7% drop in 2023 [7] - Factors contributing to the industry's struggles include insufficient market demand, rapid capacity growth, and intensified competition, leading to product prices reaching near historical lows [7] Future Outlook - Although there are no current expectations for "anti-involution" policies in the petrochemical sector, there is a strong willingness among companies to improve profitability. Successful implementation of such policies in other sectors may boost market expectations for self-driven "anti-involution" efforts in the petrochemical industry [9]

Group 1 - The core business of the company has shifted to the production and sales of coal-based synthetic ammonia, methanol, methylamine, DMF, ethanol, and methyl acetate [1] - The ammonium nitrate business was divested during the restructuring process in 2016 [1]

Group 1 - Tianeng Heavy Industry plans to reduce its shareholding by up to 2.94%, totaling no more than 30.08 million shares [1] - Huafa Co. has received approval from the China Securities Regulatory Commission to issue convertible bonds to specific investors [1] - ST Jiaotou has been identified as the first candidate for the general contracting of a project with a total investment of 58.28 million yuan [1] Group 2 - Pizaihuang's subsidiary plans to invest 200 million yuan in a health industry investment fund with a target size of 1 billion yuan [2] - ST Weihai has been selected as a candidate for a design and construction project with a bid of 156 million yuan [4] - Kangqiang Electronics plans to reduce its shareholding by up to 1%, totaling no more than 3.75 million shares [6] Group 3 - Zongsheng Pharmaceutical's vice president plans to reduce his shareholding by up to 900,000 shares [6] - Tapai Group reported a net profit of 435 million yuan for the first half of the year, a year-on-year increase of 92.47% [7] - Tapai Group plans to repurchase shares worth between 50 million and 100 million yuan [7] Group 4 - Xinghua Co.'s subsidiary has completed annual maintenance and resumed production [8] - Huaxi Co. intends to acquire 100% equity of Xiefeng Cotton and Hemp for 90 million yuan [9] - Mind Electronics' major shareholders plan to reduce their holdings by a total of 4% [10] Group 5 - Tianhe Co.'s director plans to reduce his shareholding by up to 0.15% [11] - Longxin Zhongke's shareholders plan to transfer a total of 1.37% of the company's shares through a private transfer [12] - Kory Technology's major shareholders plan to reduce their holdings by up to 3.03% [13] Group 6 - Hehua Co. is undergoing a change in actual control, with stock resuming trading [14] - Focus Media plans to acquire 100% of New潮传媒 for 8.3 billion yuan [15] - Lionhead Co. intends to acquire 97.44% of Lipu Technology for 662 million yuan [16] Group 7 - ST Tianmao's major shareholder is planning a significant matter, leading to a temporary suspension of stock trading [18] - Lianjian Technology plans to acquire 60% of Zhongren Tongce for 21 million yuan [19]

证券代码：002109 证券简称：兴化股份 公告编号：2025-027 陕西兴化化学股份有限公司 议案》 表决结果：同意票 9 票、反对票 0 票、弃权票 0 票。 公司原《股东大会议事规则》更名为《股东会议事规则 （2025 年 8 月）》 ，内容详见巨潮资讯网 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 陕西兴化化学股份有限公司（以下简称公司）第八届董 事会第四次会议以通讯方式召开，会议通知于 2025 年 8 月 1 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 8 月 6 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 表决结果：同意票 9 票、反对票 0 票、弃权票 0 票。 公司根据《中华人民共和国公司法（2023 年修订）》 《中 国证券监督管理委员会上市公司章程指引（2025 年修订）》 《深圳证券交易所股票上市规则（2025 年修订）》《深圳证 券 ...

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 22, 2025, at 15:00 [1] - Shareholders can vote through both on-site and online platforms, with specific voting times outlined for each method [1][2] Voting Procedures - Shareholders must choose either on-site voting or online voting, and if duplicate votes occur, the first vote will be considered valid [2] - Registration for attending the meeting requires specific documentation depending on the type of shareholder (individual or corporate) [4] Agenda Items - The meeting will discuss several proposals, including amendments to the company's "Rules of Procedure for General Meetings" and "Rules of Procedure for Board Meetings," as well as the reappointment of the financial audit and internal control audit institutions for 2025 [2][3] Voting Rights and Regulations - The company will separately count votes from minority investors on significant matters affecting their rights [3] - The voting process will follow the guidelines set by the Shenzhen Stock Exchange for online voting [5][6]

公司选定的信息披露媒体为《证券时报》《中国证券报》 及巨潮资讯网（www.cninfo.com.cn），公司所有信息均以在上 述选定媒体披露的信息为准。敬请广大投资者注意投资风险。 特此公告。 股票代码：002109 股票简称：兴化股份 编号：2025-026 陕西兴化化学股份有限公司 恢复运行的公告 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。 陕西兴化化学股份有限公司（以下简称公司）全资子公司 陕西延长石油兴化化工有限公司（以下简称兴化化工）为了确 保后期生产装置的安全平稳运行，按照计划于 2025 年 6 月 29 日进行例行停车检修，预计停车 34 天，具体内容详见 2025 年 （公告编号：2025-023）。 停车检修期间，兴化化工更换了甲胺装置催化剂、甲醇装 置分离器滤芯、乙醇装置催化剂及热电偶等，对硫回收装置进 行提标改造，维修保养了大型运转设备并对部分设备进行清洗 消漏，为生产系统后续"安、稳、长、满、优"运行筑牢基础。 截至本公告披露日，兴化化工已完成全部检修计划，并于 2025 年 8 月 6 日全面恢复生产运行状态。 关于子公司兴化化 ...

General Principles - The rules aim to clarify the responsibilities and powers of the board of directors of Shaanxi Xinghua Chemical Co., Ltd., standardize the decision-making process, and ensure democratic, legal, scientific, and institutionalized decision-making [1][2] - The board of directors is responsible for managing the company's assets and is accountable to the shareholders' meeting [2][3] Board Composition and Responsibilities - The board consists of 9 directors, including 3 independent directors and 1 employee representative [8] - Independent directors must not have any direct or indirect interests that could affect their judgment and should account for at least one-third of the board [3][4] - Directors are elected for a term of three years and can be re-elected, with independent directors limited to a maximum of six consecutive years [4][5] Meeting Procedures - The board must hold at least one regular meeting in each half of the year, with provisions for calling temporary meetings under specific circumstances [34][35] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made by a majority vote [21][50] Decision-Making Process - Major decisions, including financial plans and significant investments, must be collectively decided by the board [10][24] - The board is required to establish strict review and decision-making procedures for significant investment projects [10][24] Responsibilities of the Chairman - The chairman is responsible for convening and presiding over meetings, signing important documents, and ensuring the execution of board resolutions [22][23] - The chairman can exercise certain powers, such as approving asset disposals and external investments within specified limits [12][13] Board Secretary Role - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure requirements [26][28] - The secretary must have relevant qualifications and is accountable for maintaining the confidentiality of sensitive information [29][30] Committees - The board must establish specialized committees, including audit, strategy, nomination, and remuneration committees, with independent directors holding a majority in key committees [10][11] - Each committee has specific responsibilities, such as overseeing financial audits and advising on strategic decisions [11] Amendments and Compliance - The rules are subject to amendments and must comply with relevant laws and regulations, including the Company Law and Securities Law [33][34] - The board is responsible for interpreting the rules and ensuring they align with the company's articles of association [33][34]

General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring the proper exercise of shareholder meeting powers in accordance with relevant laws and regulations [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings, ensuring shareholders can exercise their rights [2][3] Convening Shareholder Meetings - Shareholder meetings can be annual or temporary, with annual meetings held within six months after the end of the previous fiscal year, and temporary meetings convened within two months under specific circumstances [2][3] - If the company cannot convene a meeting within the specified time, it must report to the relevant regulatory authorities and disclose the reasons [3] Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary agenda items ten days before the meeting, which must be announced within two days of receipt [7][8] - The notice for the annual meeting must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [9] Meeting Procedures - The company must provide a venue for the meeting, allowing both in-person attendance and online voting [11] - Shareholders must register to attend the meeting, providing necessary identification and documentation [13][14] Voting and Decision-Making - Shareholder meetings must be presided over by the chairman or a designated director, and decisions are made through voting [16][17] - Voting results must be announced immediately after the meeting, and the minutes must be recorded accurately [52][53] Execution of Resolutions - Resolutions passed at the shareholder meeting must be executed by the board of directors, with reports on execution provided at subsequent meetings [59][60] - Any resolutions that violate laws or regulations are deemed invalid [63][64] Meeting Discipline - Only registered shareholders and authorized representatives may attend the meeting, and disruptive individuals may be removed [64][65] - Shareholders must identify themselves and their holdings before speaking at the meeting [66][67] Supervision and Management - The company may face penalties for failing to convene meetings as required, and regulatory authorities can impose disciplinary actions for non-compliance [68][69] - The rules serve as an attachment to the company's articles of association and must be followed alongside relevant laws [71][72]