板块中报预增，看好制冷剂景气周期 [Table_Industry] 基础化工 ——基础化工氟化工行业周报 | [姓名table_Authors] | 电话 | 邮箱 | 证书编号 | | --- | --- | --- | --- | | 刘威(分析师) | 0755-82764281 | liuwei7@gtht.com | S0880525040100 | | 陈传双(研究助理) | 021-38676675 | chenchuanshuang@gtht.com | S0880123060038 | 本报告导读： 二代制冷剂配额如期削减，三代制冷剂政策延续，配额约束下供需格局将持续优化， 2025 年二代/三代制冷剂价格有望保持涨势，继续看好制冷剂景气周期。国内综合实 力强，产品矩阵完善，技术储备全面，制冷剂配额靠前的生产企业将受益。 投资要点： [Table_Report] 相关报告 基础化工《回天新材不下修可转债转股价格》 2025.07.15 基础化工《部分国企发布业绩预增，关注化工央/ 国企投资机会》2025.07.14 基础化工《新兴应用需求快速发展，高端新材料 实现进口替代》2025.07.1 ...

Core Viewpoint - Zhejiang Zhongxin Fluorine Materials Co., Ltd. is preparing for the election of the seventh board of directors, with proposals for both non-independent and independent director candidates being approved in the recent board meeting [1][2][3]. Board Meeting Details - The sixth board meeting was held on July 18, 2025, with all 11 directors present, including one participating via remote voting [1]. - The meeting was convened by Chairman Xu Jianguo and complied with relevant laws and company regulations [1]. Election of Directors - The board approved the nomination of Xu Jianguo, Chen Yinhao, Wang Chao, Liang Liufang, Yuan Shaolan, and Xu Yinzi as candidates for non-independent directors for a term of three years [1][2]. - The board also approved the nomination of Ni Xuanming, Yang Zhongzhi, Yuan Kang, and Su Weike as candidates for independent directors, ensuring that independent directors will constitute at least one-third of the board [2][3]. Voting Results - All proposed candidates received unanimous support with 11 votes in favor, and no votes against or abstentions [2][4]. Amendments and Governance - The board approved amendments to the company’s articles of association and governance structures to enhance operational standards and governance [5][6]. - The proposed changes will be submitted for approval at the upcoming temporary shareholders' meeting [5][6]. Organizational Changes - The board approved a proposal to adjust the company’s organizational structure, which will also be presented at the shareholders' meeting [7][8]. Upcoming Shareholders' Meeting - A proposal to convene the 2025 first temporary shareholders' meeting was approved, with details to be disclosed in the company's announcements [7][8].

Meeting Overview - Zhejiang Zhongxin Fluorine Materials Co., Ltd. will hold its 2025 First Extraordinary General Meeting of Shareholders on August 5, 2025, at 14:00 [1] - The meeting will include both on-site and online voting options for shareholders [2] Voting Procedures - Shareholders can participate in the meeting either in person or through a proxy, with the proxy not necessarily being a shareholder [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system from 09:15 to 15:00 on the day of the meeting [2][4] Agenda Items - The meeting will review several proposals, including the election of the seventh board of directors, amendments to the company's governance documents, and the remuneration and performance assessment management methods for directors and senior management [3][10] - Proposals requiring special resolutions must be approved by at least two-thirds of the voting rights held by attending shareholders [4] Registration and Attendance - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [5] - Registration can be done via mail or fax for remote shareholders, with a deadline of August 4, 2025, at 16:30 [5] Additional Information - The company will provide detailed voting procedures and registration forms as attachments to the meeting announcement [7][11] - The meeting will last half a day, and shareholders are responsible for their own travel and accommodation expenses [7]

Summary of Key Points Core Viewpoint The announcement details the revisions to the Articles of Association of Zhejiang Zhongxin Fluorine Materials Co., Ltd., which were approved by the board of directors. The revisions aim to align the company's governance structure with current laws and regulations. Group 1: Amendments to Articles of Association - The chairman of the board is now designated as the legal representative of the company, with provisions for the appointment or replacement of the legal representative requiring a majority vote from the board of directors [1][2]. - The revised Articles of Association will become a legally binding document governing the relationships and obligations between the company, shareholders, directors, supervisors, and senior management [2][3]. - Shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior management under the revised Articles [2][3]. Group 2: Shareholding and Transfer Regulations - Directors, supervisors, and senior management must declare their shareholdings, with restrictions on transferring shares during their tenure [3][4]. - Shareholders holding more than 5% of the company's shares are required to return profits from buying and selling shares within specified timeframes [3][4]. Group 3: Governance Structure and Responsibilities - The board of directors is responsible for appointing and dismissing senior management, including the general manager and financial director, and determining their remuneration [30][33]. - The audit committee is established to oversee financial practices and ensure compliance with laws and regulations, with independent directors comprising the majority [33][34]. - The company must hold at least two board meetings annually, with specific provisions for calling temporary meetings under certain conditions [31][32].

Core Viewpoint - Zhejiang Zhongxin Fluorine Materials Co., Ltd. is preparing for the election of its seventh board of directors, with nominations for both non-independent and independent directors being announced [1][2]. Board Election Summary - The sixth board of directors has proposed the nomination of ten candidates for the seventh board, including six non-independent directors and four independent directors [1][2]. - The independent director candidates have been certified by the Shenzhen Stock Exchange, ensuring compliance with legal requirements [2][3]. - The election will be conducted through a cumulative voting system at the shareholders' meeting [2]. Candidate Qualifications - The independent director candidates include Ni Xuanming, Yang Zhongzhi, Yuan Kang, and Su Weike, all of whom meet the qualifications set forth by relevant laws and regulations [2][17][19]. - The non-independent director candidates have diverse backgrounds and experience, contributing to the company's governance [5][6][7][8][9][10][11][12][13][14][15][16][18][20][22][23]. Board Composition - The new board will consist of ten non-employee representative directors and one employee representative director, ensuring a balanced governance structure [1][2]. - The independent directors will constitute at least one-third of the board, adhering to regulatory requirements [2].

Core Viewpoint - The company has nominated Mr. Yuan Kang as a candidate for the independent director of its seventh board, ensuring compliance with relevant regulations and qualifications [1][2][3]. Group 1: Nomination Process - The nomination was made after a thorough review of Mr. Yuan's professional background, education, and work experience [1]. - The nominator confirms that there are no conflicts of interest or relationships that could affect Mr. Yuan's independent performance [1][2]. Group 2: Compliance with Regulations - Mr. Yuan meets the qualifications set forth by the Company Law of the People's Republic of China and the relevant regulations of the China Securities Regulatory Commission [2][3]. - The nominee has participated in training and obtained the necessary certification recognized by the stock exchange [2]. Group 3: Independence Criteria - Mr. Yuan does not hold any positions in the company or its subsidiaries, nor does he have any significant shareholding that could compromise his independence [4][5]. - The nominee has no record of major business dealings with the company or its controlling shareholders [5][6]. Group 4: Legal and Ethical Standards - Mr. Yuan has not been subject to any disqualifications or penalties by regulatory authorities in the past three years [5][6]. - The nominator guarantees the accuracy and completeness of the declaration regarding Mr. Yuan's qualifications and independence [6][7].

Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Zhejiang Zhongxin Fluorine Materials Co., Ltd, ensuring compliance with relevant laws and protecting shareholders' rights [1][2][3] Group 1: General Provisions - The rules are established to standardize the behavior of the company and ensure that shareholders can exercise their rights legally [1] - The company must convene shareholders' meetings in accordance with laws, regulations, and its articles of association [1][2] - Shareholders can exercise voting rights based on the number of shares they hold [1][2] Group 2: Types of Shareholders' Meetings - There are two types of shareholders' meetings: annual and extraordinary [1] - The annual meeting must be held within six months after the end of the previous fiscal year [1] - Extraordinary meetings can be convened under specific circumstances, such as when the number of directors is insufficient or when shareholders holding more than 10% of shares request it [1][2] Group 3: Rights of Shareholders' Meetings - The shareholders' meeting is the company's authority body and has the right to elect directors, approve profit distribution plans, and make decisions on capital changes [1][3] - Decisions on significant transactions, such as mergers or asset sales exceeding 30% of total assets, require shareholders' approval [3][4] Group 4: Procedures for Convening Meetings - The board of directors must convene meetings within specified timeframes and notify shareholders accordingly [9][10] - Independent directors can propose extraordinary meetings, and shareholders holding over 10% of shares can also request meetings [9][10] Group 5: Proposals and Notifications - Shareholders holding more than 1% of shares can submit proposals for discussion at the meeting [12] - Notifications must include details about the meeting date, location, and agenda, ensuring transparency for all shareholders [14][15] Group 6: Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for approval [21][22] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [21][22] - Shareholders must be informed of the voting results and the details of the resolutions passed [62][63]

Core Viewpoint - The company has established a management system to prevent the misuse of funds by controlling shareholders and related parties, ensuring the protection of the company's and shareholders' rights and interests [1][2]. Summary by Sections General Principles - The system aims to strengthen and standardize the company's fund management to prevent fund occupation by controlling shareholders and related parties [1]. - The board of directors and senior management are legally obligated to maintain the safety of the company's funds [2]. Definition of Related Parties and Fund Occupation - Related parties include actual controllers, controlling shareholders, and entities controlled by them [2]. - Fund occupation includes both operational and non-operational fund occupation, with specific definitions provided for each type [2][3]. Principles for Preventing Fund Occupation - The company must strictly limit fund occupation during operational transactions with controlling shareholders and related parties [3]. - Various methods of fund provision to controlling shareholders and related parties are prohibited, including loans, payment of expenses, and issuing commercial acceptance bills without real transactions [3][4]. Responsibilities and Measures - The company must establish a long-term mechanism to prevent non-operational fund occupation [5]. - The chairman of the board is the primary responsible person for preventing fund occupation [5]. - The finance department is tasked with regular checks on fund transactions and reporting any non-operational fund occupations [5][6]. Legal and Financial Accountability - In cases of asset infringement by controlling shareholders, the board must take effective measures to stop the infringement and seek compensation [6][7]. - The board can apply for judicial freezing of shares held by controlling shareholders if fund occupation is detected [7][8]. Reporting and Disclosure - The company is required to disclose fund occupation situations in its semi-annual and annual reports [8][9]. - Violations of the system by controlling shareholders or related parties will result in compensation responsibilities and potential legal consequences for responsible individuals [9][10].

Group 1 - The article outlines the decision-making system for related party transactions of Zhejiang Zhongxin Fluorine Material Co., Ltd, aiming to standardize management and protect the interests of shareholders, especially minority investors [1][2] - Related parties include both legal entities and natural persons who have significant control or influence over the company, such as those holding more than 5% of shares or serving as directors and senior management [2][3] - The company must report related party relationships to the Shenzhen Stock Exchange in a timely manner, ensuring transparency in financial and operational decisions [2][3] Group 2 - Related party transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial support, and management services [9][10] - The company must adhere to principles of honesty, equality, and fairness in related party transactions, ensuring that related parties abstain from voting on matters where they have a conflict of interest [10][11] - Transactions exceeding certain thresholds, such as 30 million yuan or 5% of the company's net assets, require disclosure and approval from the shareholders' meeting [18][19] Group 3 - The pricing of related party transactions must be fair and based on government pricing, market prices, or reasonable cost-plus methods, ensuring that the company does not suffer from unfair pricing practices [14][15] - The company is required to sign written agreements for related party transactions, clearly stating pricing policies and any significant changes must undergo the necessary approval processes [13][14] - Independent directors must approve related party transactions, and the board must ensure that the transactions are necessary and fair, focusing on the pricing policies and their implications for the company [32][33] Group 4 - The company must disclose related party transactions and their terms, including pricing and payment methods, to maintain transparency and accountability [25][26] - In cases of significant changes in related party relationships, the company is exempt from certain approval processes for ongoing agreements but must disclose these changes [28][29] - The audit committee has the authority to supervise related party transactions, ensuring compliance with regulations and fair pricing practices [38][39]

General Overview - The company establishes an Audit Committee to enhance board decision-making, ensure effective supervision of management, and improve corporate governance structure [1][2]. Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [3][4]. - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [4][5]. Responsibilities and Authority - The Audit Committee exercises the powers of the supervisory board as defined by the Company Law, including financial inspections and supervision of directors and senior management [4][6]. - Key responsibilities include reviewing financial reports, supervising external audit work, guiding internal audits, and proposing the convening of extraordinary shareholder meetings [4][5][6]. Decision-Making Procedures - The Audit Committee is responsible for preparing decisions, which include reviewing financial reports and evaluating external audit institutions [8][9]. - Meetings can be regular or temporary, with a minimum attendance requirement of two-thirds of members for valid discussions [10][11]. Meeting Regulations - Meetings must be recorded, and members are required to maintain confidentiality regarding discussed matters [11][12]. - The committee can invite external auditors and other relevant personnel to provide necessary information during meetings [10][11]. Implementation and Effectiveness - The Audit Committee is tasked with ensuring the effectiveness of internal controls and the implementation of internal audit systems [5][6]. - The committee can hire external consultants for professional opinions, with costs borne by the company [6][12]. Final Provisions - The working rules of the Audit Committee take effect upon approval by the board and are subject to relevant laws and regulations [12][13].