北京市中伦（上海）律师事务所 关于卫星化学股份有限公司 2025 年第一次临时股东大会的 法律意见书 二〇二五年十一月 北京市中伦（上海）律师事务所 关于卫星化学股份有限公司 2025 年第一次临时股东大会的 卫星化学股份有限公司（下称"公司"）2025 年第一次临时股东大会（下 称"本次股东大会"）于 2025 年 11 月 10 日召开。北京市中伦（上海）律师事 务所（下称"本所"）接受公司的委托，指派律师（下称"本所律师"）出席本 次股东大会，根据《中华人民共和国公司法》《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（以下统称"适用法律"）以及《卫星化学股 份有限公司章程》（下称《公司章程》）的规定，对本次股东大会进行见证并出具 本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会的召集和召开程序、出席会 议人员的资格、召集人资格、会议表决程序以及表决结果是否符合适用法律及《公 司章程》的规定发表意见，并不对本次股东大会所审议的提案内容以及这些提案 所表述的事实或数据的真实性、准确性和完整性发表意见。本所及本所律师假定 公司提交给本所律师的资料（包括但不限于有关人员的身份证明、授权 ...

卫星化学股份有限公司（以下简称"公司"）第五届董事会第十二次会议和 2025年第一次临时股东大会审议通过了《关于修订<公司章程>及其附件<股东会 议事规则><董事会议事规则>的议案》。根据修订后《卫星化学股份有限公司章 程》（以下简称《公司章程》）的规定，公司董事会成员中设一名职工代表董事。 证券代码：002648 证券简称：卫星化学 公告编号：2025-045 卫星化学股份有限公司 关于选举职工代表董事的公告 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。 根据《中华人民共和国公司法》（以下简称《公司法》）、《上市公司章程 指引》《深圳证券交易所上市公司自律监管指引第1号——主板上市公司规范运 作》等法律、行政法规、部门规章、规范性文件和《公司章程》的有关规定，公 司于2025年11月10日召开的职工代表大会已通过决议，同意选举杨玉英女士为公 司第五届董事会职工代表董事，任期至第五届董事会任期届满之日止。杨玉英女 士简历详见《第五届董事会第十三次会议决议的公告》（公告编号：2025-046）。 杨玉英女士符合《公司法》《公司章程》等规定的相关职工代表董事任职 ...

Investment Rating - The report maintains a cautious outlook on the PTA industry, indicating a potential for recovery but highlighting ongoing challenges in profitability [4][10]. Core Insights - The PTA industry has been experiencing prolonged losses, with a significant decline in profitability expected in 2025 due to increased production capacity and a negative gross margin of -319 RMB/ton as of November 7 [4][6]. - An increase in maintenance schedules for PTA facilities is anticipated, which may lead to a tightening of supply and a potential recovery in profitability if production cuts are realized [6][8]. - The report suggests that the polyester sector may see a recovery in profitability as supply and demand dynamics improve, particularly for leading companies like Tongkun Co. and Wankai New Materials [10]. Summary by Sections 1. Industry Overview - The PTA industry has been in a state of oversupply since 2022, leading to consistent losses across the sector, with only a few companies managing to achieve marginal profits [4][6]. - Recent data indicates that the industry operating rate is at 78%, reflecting a weak market environment [8]. 2. Maintenance and Supply Dynamics - Several PTA facilities are undergoing planned maintenance, including major players like Yisheng Dihua and Sichuan Energy Investment, which may further restrict supply in the short term [6][7]. - The report notes that if leading PTA companies continue to implement production cuts, the industry could see a return to breakeven profitability levels, with potential profit margins of 200-300 RMB per ton [8]. 3. Investment Recommendations - The report recommends focusing on leading polyester companies and high-quality refining firms, suggesting that companies like Hengli Petrochemical and Rongsheng Petrochemical may benefit from improved market conditions [10]. - It also highlights the potential for recovery in the oil and gas sector, particularly for offshore service companies, as capital expenditures remain high [10].

Investment Rating - The report maintains a positive outlook on the petrochemical industry, particularly regarding the PTA sector, due to increased maintenance schedules and anticipated production cuts [3][4]. Core Insights - The PTA industry has been in a prolonged state of loss since 2022, exacerbated by rapid capacity expansion. As of November 7, 2025, the PTA industry's gross profit reached -319 CNY/ton, indicating a loss across the sector [3][4]. - Recent increases in PTA maintenance schedules are expected to tighten supply, with major companies like Tongkun and Hengli yet to announce maintenance plans. If these companies proceed with production cuts, industry profitability may return to breakeven levels, with potential profit per ton increasing by 200-300 CNY [3][8]. - The upstream sector is experiencing a decline in oil prices, with Brent crude closing at 63.63 USD/barrel, down 2.21% from the previous week. This decline is coupled with an increase in drilling day rates for self-elevating platforms, indicating a recovery trend in the oil service sector [15][33]. Summary by Sections PTA Sector - The PTA industry is facing a significant downturn, with losses expected to continue into 2025. The increase in maintenance schedules is anticipated to reduce supply and support a recovery in profitability [3][4][8]. - Current PTA operating rates are at 78%, reflecting weak industry conditions, but with no significant inventory pressure, a quicker recovery is expected as maintenance plans are realized [8][10]. Upstream Sector - Brent crude oil prices have decreased, with a closing price of 63.63 USD/barrel, while WTI prices also fell to 59.75 USD/barrel. The overall trend suggests a potential for further price declines, although OPEC's production cuts may provide some support [15][17]. - The number of active drilling rigs in the U.S. has increased slightly, indicating a potential uptick in exploration and production activities despite a year-over-year decline [25][30]. Refining Sector - The refining sector is seeing improved margins, with the Singapore refining margin rising to 23.18 USD/barrel. This improvement is attributed to a recovery in demand and a tightening of supply due to maintenance activities [46][48]. - The domestic refining sector's product price differentials have also improved, suggesting a favorable environment for refining profitability moving forward [46][48]. Polyester Sector - The polyester chain is showing signs of recovery, with expectations for improved profitability as supply and demand dynamics shift. Key companies to watch include Tongkun and Wankai New Materials [10][11].

Core Insights - Satellite Chemical (002648) has signed a strategic cooperation memorandum with Standard Chartered Bank (China) during the 8th China International Import Expo, establishing a comprehensive strategic partnership [1] Group 1: Strategic Cooperation - The partnership will focus on key areas such as cross-border settlement, trade financing, and exchange rate risk management, providing diversified financial services to Satellite Chemical [1] - Standard Chartered Bank will also support Satellite Chemical's green and low-carbon development strategy with financial assistance [1]

Group 1 - The epoxy propylene concept continues to rise, with Shida Shenghua hitting the daily limit up [1] - Companies such as Wanhua Chemical, Hongbaoli, Binhua Co., Weiyuan Co., Satellite Chemical, and Yonghe Co. also experienced gains [1]

Core Viewpoint - Satellite Chemical's stock has shown fluctuations with a recent increase of 2.11%, while the company has experienced a year-to-date decline of 2.03% in stock price [1] Financial Performance - For the period from January to September 2025, Satellite Chemical achieved a revenue of 34.771 billion yuan, representing a year-on-year growth of 7.73%, and a net profit attributable to shareholders of 3.755 billion yuan, with a growth of 1.69% [2] - Cumulative cash dividends since the company's A-share listing amount to 5.733 billion yuan, with 3.026 billion yuan distributed over the last three years [3] Stock Market Activity - As of November 7, 2023, Satellite Chemical's stock price is 17.92 yuan per share, with a market capitalization of 60.366 billion yuan [1] - The company has seen significant trading activity, with a net inflow of 28.2301 million yuan from main funds and notable buying from large orders [1] Shareholder Information - As of September 30, 2025, the number of shareholders is 89,400, a decrease of 4.05% from the previous period, with an average of 37,663 circulating shares per shareholder, an increase of 4.22% [2] - Major shareholders include Hong Kong Central Clearing Limited, which increased its holdings by 83.8077 million shares, and new entrants like Penghua CSI Subdivision Chemical Industry Theme ETF [3]

Investment Rating - The report maintains a positive outlook on the petrochemical industry, highlighting potential investment opportunities in specific companies within the sector [6][33][46]. Core Insights - The report indicates that the oil price has shown a slight increase in Q3 2025, with Brent crude averaging $68.2 per barrel, a 2.1% increase quarter-on-quarter but a 19.8% decrease year-on-year [6][22][29]. - The upstream oil and gas sector has seen improved performance due to rising oil prices, while the downstream refining sector is experiencing pressure from weak terminal demand [33][34]. - The report recommends focusing on quality companies in the polyester sector, such as Tongkun Co. and Wan Kai New Materials, as well as large refining companies like Hengli Petrochemical and Rongsheng Petrochemical [6][33][46]. Summary by Sections Upstream Oil and Gas Sector - In Q3 2025, the oil and gas extraction and oilfield services sector achieved total revenue of 1,579.75 billion yuan, a 4.0% decrease year-on-year but a 3.5% increase quarter-on-quarter [21][23]. - The net profit for the sector was 93.05 billion yuan, down 6.1% year-on-year but up 6.2% quarter-on-quarter, with a gross margin of 20.9% [21][23]. Downstream Refining and Chemical Sector - The refining and chemical industry reported total revenue of 1,670.2 billion yuan in Q3 2025, a 5.3% decrease year-on-year but a 3.8% increase quarter-on-quarter [33][34]. - The net profit for this sector was 59.69 billion yuan, reflecting a 5.4% increase year-on-year and a 14.8% increase quarter-on-quarter, with a gross margin of 17.8% [33][34]. Price Trends and Margins - The report notes that the price spread for major petrochemical products has shown mixed trends, with some margins expanding while others contracted [15][18][34]. - The average price spread for ethylene-ethylene was $605 per ton, an increase of $38 per ton quarter-on-quarter, while the propylene-acrylic acid spread decreased by 440 yuan per ton [15][18]. Recommendations - The report suggests that the polyester sector is tightening in supply and demand, with expectations for improvement in profitability, particularly for companies like Tongkun Co. and Wan Kai New Materials [6][33][46]. - It also highlights the potential for large refining companies to benefit from cost improvements and competitive advantages due to domestic policies and overseas refinery contractions [6][33][46].

Core Viewpoint - Satellite Chemical responded to investor inquiries on November 5, indicating that both China and the U.S. have made adjustments to tariffs based on previous high-level economic talks, and that raw material imports are currently normal [2] Group 1 - The company confirmed that adjustments to tariffs were made in accordance with the consensus reached during past China-U.S. economic and trade high-level meetings [2] - The company referenced specific details available in news reports and announcements from the Tariff Commission regarding these adjustments [2] - Current status of raw material imports is reported to be normal, indicating stable supply conditions [2]

Investment Rating - Industry investment rating: Overweight [1] Core Views - The chemical sector showed a weekly performance ranking of 4th with a gain of 2.50%, outperforming the Shanghai Composite Index by 2.38 percentage points [3][22] - The chemical industry is expected to maintain a differentiated trend in 2025, with recommendations to focus on synthetic biology, pesticides, chromatography media, sweeteners, vitamins, light hydrocarbon chemicals, COC polymers, and MDI [4] Summary by Sections Industry Performance - The chemical sector's overall performance ranked 4th for the week of October 27 to October 31, 2025, with a gain of 2.50% [22] - The top three performing sub-sectors were fluorochemicals (8.40%), inorganic salts (7.68%), and phosphate fertilizers (5.84%) [23] Key Industry Dynamics - A new 510 billion yuan state-owned enterprise fund for emerging industries has been launched, focusing on strategic emerging industries such as new-generation information technology, artificial intelligence, and new materials [34] - The price of lithium hexafluorophosphate continued to rise, with a 15% increase to 103,500 yuan/ton, driven by high demand in the energy storage market [34] Recommendations for Specific Sectors - Synthetic biology is highlighted as a key area for growth, with companies like Kasei Biotech and Huaheng Biotech recommended for investment [4] - The third-generation refrigerants are expected to enter a high prosperity cycle due to quota policies, benefiting companies with high quota shares such as Juhua Co., Sanmei Co., and Haohua Technology [5] - The electronic specialty gases market presents significant domestic substitution opportunities, with companies like Jinhong Gas and Huate Gas positioned for growth [6][8] - Light hydrocarbon chemicals are identified as a global trend, with companies like Satellite Chemical recommended for investment [8] - The COC polymer industry is accelerating its domestic industrialization process, with companies like AkzoNobel expected to benefit [9] - Potash fertilizer prices are anticipated to rebound as supply tightens, with companies like Yara International and Salt Lake Potash recommended [10] - The MDI market is expected to improve due to oligopolistic supply dynamics, with Wanhu Chemical highlighted as a key player [12]