国泰海通证券股份有限公司 关于华峰化学股份有限公司 本次交易相关主体买卖股票情况的 自查报告之专项核查意见 华峰化学股份有限公司（证券代码：002064.SZ，以下简称"上市公司"或 "华峰化学"）拟通过发行股份及支付现金的方式购买华峰集团有限公司（以下简 称"华峰集团"）、尤小平、尤金焕、尤小华持有的浙江华峰合成树脂有限公司（以 下简称"华峰合成树脂"）合计 100.00%的股权；拟通过发行股份及支付现金的 方式购买华峰集团持有的浙江华峰热塑性聚氨酯有限公司（以下简称"华峰热 塑"）100.00%的股权（以下简称"本次交易"）。 根据《中华人民共和国证券法》《上市公司重大资产重组管理办法》《公开发 行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》《上 市公司监管指引第 7 号——上市公司重大资产重组相关股票异常交易监管》等法 律法规的规定，国泰海通证券股份有限公司（以下简称"国泰海通"或"独立财 务顾问"）作为本次交易的独立财务顾问，对本次交易相关主体买卖股票的情况 进行了核查，具体情况如下： 一、本次交易相关主体买卖股票情况核查期间 4、标的公司及其董事、监事、高级管理人员； 5、 ...

证券代码：002064 证券简称：华峰化学 公告编号：2025-029 华峰化学股份有限公司 关于本次交易相关主体买卖股票情况自查报告的公告 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。 重要内容提示： 根据中国证券登记结算有限责任公司深圳分公司出具的《信息披露义务人持 股及股份变更查询证明》和《股东股份变更明细清单》及关于本次交易相关主体 签署的自查报告及承诺等文件，在上述相关主体签署的自查报告及承诺真实、准 确、完整的情况下，上述相关主体在自查期间买卖上市公司股票的行为不构成内 幕交易，不会对本次重组构成实质性法律障碍；核查范围内其他相关主体在自查 期间内不存在买卖华峰化学股票的情形，不存在利用内幕信息买卖股票的情形。 独立财务顾问、法律顾问对上述事项出具相关核查意见。 根据《中华人民共和国证券法》《上市公司重大资产重组管理办法》《公开发 行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》《上 市公司监管指引第 7 号——上市公司重大资产重组相关股票异常交易监管》等法 律法规的规定，上市公司对本次交易相关主体买卖上市公司股票情况进行 ...

Investment Rating - The report assigns a "Buy" rating to the company, indicating an expected relative price increase of over 15% compared to the CSI 300 index in the next six months [6][12]. Core Views - The company is experiencing pressure on performance due to low industry sentiment, with a slight revenue increase of 2.41% year-on-year to CNY 26.931 billion in 2024, while net profit decreased by 10.43% to CNY 2.220 billion [4][6]. - The company is focusing on both vertical integration and product expansion, with ongoing capacity expansion in spandex and investments in key raw material projects [5][6]. Summary by Sections Financial Performance - In 2024, the company reported revenue of CNY 26.931 billion, a year-on-year increase of 2.41%, and a net profit of CNY 2.220 billion, a decline of 10.43% [4][8]. - The fourth quarter of 2024 saw revenue of CNY 6.559 billion, down 0.87% year-on-year, and a net profit of CNY 205 million, down 62.66% year-on-year [4]. Product and Market Analysis - The spandex industry continues to operate at the bottom of the cycle, facing pressures from concentrated capacity release and weak demand, leading to declining product prices [4]. - The company achieved a spandex sales volume of 368,200 tons (+12.29%) and revenue of CNY 9.051 billion (-2.74%) in 2024 [4]. - The chemical fiber segment's gross margin improved by 1.16 percentage points to 13.66% despite revenue decline [4]. Strategic Initiatives - The company is expanding its spandex capacity with a 150,000-ton project in Chongqing, adjusting its original plan to 250,000 tons and delaying full production to the end of 2026 [5]. - The company is also investing in a 250,000-ton/year BDO and a 240,000-ton/year PTMEG project to stabilize raw material supply and reduce costs [5]. - A planned acquisition of 100% equity in Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. aims to enhance product lines and competitive synergy [5]. Earnings Forecast - The company forecasts earnings per share (EPS) of CNY 0.45 in 2024, increasing to CNY 0.50 in 2025, CNY 0.67 in 2026, and CNY 0.76 in 2027 [6][8].

Investment Rating - The report assigns a "Buy" rating for the company, marking its first coverage [2][12]. Core Views - The company is positioned as a leader in the domestic spandex and adipic acid industry, with significant cost advantages at the bottom of the cycle, awaiting an industry turning point [9][10]. - In 2024, the company is expected to experience a decline in profitability due to insufficient demand and price drops in key products, despite an increase in sales volume [6][7]. - The report forecasts a recovery in the spandex and adipic acid sectors, with no new capacity expected in the adipic acid industry in 2025, which may lead to improved consumption driven by domestic technological advancements [10][12]. Financial Performance Summary - In 2024, the company achieved operating revenue of 26.931 billion yuan, a year-on-year increase of 2.4%, while net profit attributable to shareholders was 2.220 billion yuan, down 10.4% year-on-year [6][11]. - The fourth quarter of 2024 saw a decline in revenue to 6.559 billion yuan, a decrease of 0.9% year-on-year, and a significant drop in net profit to 205 million yuan, down 62.7% year-on-year [6][8]. - The gross profit margin for 2024 was 13.8%, down 1.5 percentage points from the previous year, indicating pressure on profitability [6][12]. Product Segment Performance - The chemical fiber segment generated revenue of 9.051 billion yuan in 2024, a decrease of 2.7% year-on-year, while sales volume increased by 12.3% to 368,000 tons [7]. - The chemical new materials segment reported revenue of 5.844 billion yuan, a slight decline of 0.7% year-on-year, with a sales volume of 425,000 tons, up 2.4% [7]. - The basic chemical products segment saw a revenue increase of 22.3% to 10.475 billion yuan, with a sales volume of 1.366 million tons, although the gross margin decreased by 8.8 percentage points [7].

Core Viewpoint - Huafeng Chemical is acquiring 100% equity of Huafeng Synthetic Resin and Huafeng Thermoplastic from its controlling shareholder, with a total transaction price of 6 billion yuan in cash and 54 billion yuan through share issuance, reflecting significant asset appreciation rates of 506.96% and 478.49% respectively [2][3][4]. Group 1: Transaction Details - The total transaction price for the acquisition of Huafeng Synthetic Resin and Huafeng Thermoplastic is 60 billion yuan, with cash payment of 6 billion yuan and the remaining 54 billion yuan paid through share issuance [3]. - The assessed value of Huafeng Synthetic Resin's equity is 40.45 billion yuan, with an appreciation rate of 506.96%, while Huafeng Thermoplastic's equity is valued at 19.63 billion yuan, with an appreciation rate of 478.49% [3][4]. - The debt ratios of both target companies are increasing significantly, with Huafeng Synthetic Resin's debt ratio rising from 60.48% at the end of 2023 to 75.75% by the end of 2024, and Huafeng Thermoplastic's debt ratio increasing from 71.44% to 85.21% in the same period [3][4]. Group 2: Financial Performance - In 2024, Huafeng Synthetic Resin and Huafeng Thermoplastic plan to distribute a total of 2 billion yuan in dividends to shareholders, which will entirely benefit the controlling shareholder's family [2][4]. - Huafeng Chemical's net profits have been declining for three consecutive years, with figures of 28.44 billion yuan, 24.78 billion yuan, and 22.20 billion yuan from 2022 to 2024, representing year-on-year declines of 64.17%, 12.85%, and 10.43% respectively [6]. - The average price of domestic spandex (40D) is projected to be 26,417.21 yuan per ton in 2024, reflecting a year-on-year decrease of approximately 17.11% due to oversupply in the market [6][7]. Group 3: Industry Context - The spandex industry is experiencing a downturn, with supply exceeding demand and prices under pressure due to falling raw material costs [7]. - Huafeng Chemical is continuing to expand its production capacity despite the challenging market conditions, with plans to gradually put an additional 150,000 tons of spandex capacity into production starting in 2025 [7]. - The acquisition is expected to enhance the company's performance, with profit commitments for Huafeng Synthetic Resin and Huafeng Thermoplastic set at no less than 3.01 billion yuan and 1.7 billion yuan respectively for the years 2025 to 2027 [8].

Group 1: Financial Performance - In 2024, the company's total revenue increased by 2.41% year-on-year, while the net profit attributable to the parent company decreased by 10.43%, with a significant drop of 62.66% in the fourth quarter [2][4] - The company's cash dividends over the past three years exceeded 1 billion, with an average annual dividend accounting for over 30% of the distributable profit, significantly higher than the legal requirement [4][6] - The company's sales, management, and financial expenses totaled 484 million, accounting for 1.8% of revenue, a year-on-year decrease of 1.28% [7] Group 2: Market and Industry Context - The global economic situation in 2024 is complex, with slow economic growth and fluctuating inflation rates, impacting product prices and profit margins [5][6] - The company operates in a competitive environment, with its main products facing challenges from insufficient demand, supply shocks, and raw material price volatility [5][6] - The industry is experiencing a trend of increasing concentration, with the company holding a leading market share in its main products [6][7] Group 3: Strategic Initiatives - The company aims to enhance operational efficiency, optimize industrial layout, and strengthen investor communication to convey intrinsic value to the market [2][3] - Future plans include deepening industry chain integration, advancing digital transformation, and exploring new fields to improve operational performance [3][5] - The company is committed to maintaining a balance between shareholder returns and funding needs for development, considering various factors such as cash flow and investment requirements [6][7]

Core Viewpoint - Huafeng Chemical is acquiring 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. for a total price of 6 billion yuan, aiming to extend its industrial chain and enhance its business scope in the polyurethane industry [1][2][3]. Group 1: Transaction Details - The acquisition involves Huafeng Chemical purchasing the stakes from its controlling shareholder and related parties, which will allow the company to enter the fields of leather polyurethane resin and thermoplastic polyurethane elastomers [2][3]. - The transaction is expected to increase Huafeng Chemical's revenue from 26.931 billion yuan to 32.154 billion yuan, and net profit from 2.22 billion yuan to 2.724 billion yuan, representing growth rates of 19.39% and 22.7% respectively [2][8]. - The total assets of Huafeng Chemical will rise from 35.966 billion yuan to 40.684 billion yuan, marking a 13.12% increase post-transaction [2][8]. Group 2: Business Expansion and Synergies - The acquisition will allow Huafeng Chemical to diversify its product offerings and enhance its profitability and sustainable development capabilities [2][4]. - The two acquired companies will become wholly-owned subsidiaries, enabling Huafeng Chemical to leverage synergies in supply chain, sales channels, and production management, thereby reducing costs and improving operational efficiency [4][5]. - The transaction is part of a broader strategy to integrate high-quality resources within the polyurethane industry, aiming for vertical and horizontal expansion [7][8]. Group 3: Financial Performance and Commitments - The acquired companies, Huafeng Synthetic Resin and Huafeng Thermoplastic, are projected to achieve combined net profits of no less than 1.571 billion yuan from 2025 to 2027 [5][7]. - In 2023 and 2024, Huafeng Synthetic Resin is expected to generate revenues of 2.897 billion yuan and 3.234 billion yuan, while Huafeng Thermoplastic is projected to achieve revenues of 2.857 billion yuan and 3.181 billion yuan [8][9]. - Both acquired companies have high debt ratios, with Huafeng Synthetic Resin at 60.48% and 75.75%, and Huafeng Thermoplastic at 71.44% and 85.21% for the years 2023 and 2024 respectively [8][9].

Core Viewpoint - Huafeng Chemical (002064.SZ) is advancing its related acquisition by planning to purchase 100% equity of two companies controlled by its actual controller, You Xiaoping, through a combination of share issuance and cash payment, despite concerns over high asset-liability ratios and related transactions [2][3][4]. Group 1: Acquisition Details - The acquisition involves 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd., with a total transaction price of 6 billion yuan, including 600 million yuan in cash and 5.4 billion yuan through share issuance [3][4]. - The valuation of the two target companies shows significant appreciation, with Huafeng Synthetic Resin valued at 4.04 billion yuan (an increase of 506.96%) and Huafeng Thermoplastic valued at 1.96 billion yuan (an increase of 478.49%) [4]. Group 2: Financial Performance and Concerns - Both target companies have seen their asset-liability ratios increase, with Huafeng Synthetic Resin's ratio rising from 60.48% to 75.75% and Huafeng Thermoplastic's from 71.44% to 85.21%, which is significantly higher than industry averages [4][5]. - In 2024, the two companies distributed a total of 2 billion yuan in dividends, primarily benefiting the family of the actual controller, raising concerns about the sustainability of the acquisition given the rising debt levels [4][7]. Group 3: Historical Context and Future Projections - This acquisition follows a previous related transaction in 2019, where Huafeng Chemical acquired 100% equity of Zhejiang Huafeng New Materials Co., Ltd. with a valuation increase of 222% [14]. - Huafeng Chemical's financial performance has been under pressure, with a reported revenue of 26.93 billion yuan in 2024, a year-on-year increase of 2.4%, but a net profit decline of 10.4%, marking three consecutive years of profit decline [15].

Core Viewpoint - Huafeng Chemical plans to acquire 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. for a total transaction price of 6 billion yuan, aiming to enhance its product line and integrate its industrial chain in the polyurethane sector [1][3]. Group 1: Transaction Details - The transaction involves issuing shares and cash payments to Huafeng Group and its related parties for the acquisition of two companies [1][2]. - The transaction price for Huafeng Synthetic Resin is set at 4.04 billion yuan, while Huafeng Thermoplastic is priced at 1.96 billion yuan [1][2]. - The assessed value of Huafeng Synthetic Resin's equity is 4.044 billion yuan, reflecting a valuation increase of 506.96% compared to its book value [1][2]. - The assessed value of Huafeng Thermoplastic's equity is 1.963 billion yuan, with a valuation increase of 478.49% compared to its book value [1][2]. Group 2: Financial Performance - Huafeng Synthetic Resin is projected to generate revenues of 2.896 billion yuan in 2023 and 3.234 billion yuan in 2024, with net profits of 289.56 million yuan and 341.54 million yuan respectively [3][4]. - Huafeng Thermoplastic is expected to achieve revenues of 2.857 billion yuan in 2023 and 3.181 billion yuan in 2024, with net profits of 139.83 million yuan and 162.82 million yuan respectively [3][4]. - The financial advisor for this transaction is Guotai Junan Securities Co., Ltd., with specific project leaders assigned [4].

Core Viewpoint - Huafeng Chemical plans to acquire 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. for a total transaction amount of 6 billion yuan, marking a significant step in the company's integration within the polyurethane industry [2][3]. Group 1: Transaction Details - The acquisition involves issuing shares and cash payments, with 4.04 billion yuan allocated for Huafeng Synthetic Resin and 1.96 billion yuan for Huafeng Thermoplastic [2]. - The transaction constitutes a related party transaction as Huafeng Group is the controlling shareholder of Huafeng Chemical [2]. Group 2: Business Implications - The acquisition will allow Huafeng Chemical to enter the polyurethane resin and thermoplastic polyurethane elastomer sectors, thereby enriching its product line and expanding its asset scale [3]. - The expected revenue for Huafeng Synthetic Resin in 2024 is 3.234 billion yuan, with a net profit of 342 million yuan, while Huafeng Thermoplastic is projected to achieve 3.181 billion yuan in revenue and 163 million yuan in net profit [3]. Group 3: Performance Commitments - The parties involved have made performance commitments for the years 2025 to 2027, with Huafeng Synthetic Resin expected to achieve a total net profit of no less than 967 million yuan, and Huafeng Thermoplastic expected to achieve a total net profit of no less than 604 million yuan during the same period [3]. Group 4: Market Impact - The acquisition is anticipated to enhance Huafeng Chemical's market share in the polyurethane industry and solidify its leadership position [3][4]. - The clear performance commitments are expected to boost market confidence in the transaction and stabilize stock price expectations [4]. Group 5: Strategic Significance - This merger is seen as a potential catalyst for accelerating consolidation within the polyurethane industry in China, which may increase industry concentration [5]. - The combined scale and technological advantages post-merger could improve the competitive position of Huafeng Chemical in the global market [5].