山东黄金矿业股份有限公司 2025 年第四次临时股东会 会议资料 二○二五年九月十九日 | | | | 1.股东会须知 3 | | | --- | --- | | 2.股东会议程 5 | | | 3.关于公司控股子公司山金国际发行境外上市股份（H 股）并在香港联合交易 | | | 所有限公司上市的议案 7 | | | 4.关于公司控股子公司山金国际发行境外上市股份（H 股）并在香港联合交易 | | | 所有限公司上市方案的议案 9 | | | 5.关于公司控股子公司山金国际转为境外募集股份并上市的股份有限公司的 | | | 议案 | 13 | | 6.关于公司控股子公司山金国际公开发行 H 股股票募集资金使用计划的议案 | | | | 14 | | 7.关于控股子公司山金国际全资子公司之间提供担保的议案 | 15 | 山东黄金矿业股份有限公司股东会会议资料 股东会须知 为维护投资者的合法权益，保障股东及股东代表在公司 2025 年第四次临时 股东会期间依法行使权利，确保股东会的正常秩序和议事效率，根据《公司法》 《公司章程》《股东会议事规则》的相关规定，特制定本须知，请参加股东会的 全体人员遵照执行。 一、请 ...

山东黄金矿业股份有限公司 第七届董事会第三次会议决议公告 证券代码：600547 证券简称：山东黄金 编号：临 2025-055 本议案提交董事会审议前，已经公司董事会审计委员会审议通过。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、董事会会议召开情况 山东黄金矿业股份有限公司（以下简称"公司"）第七届董事会第三次会议 于2025年9月1日以通讯的方式召开。本次会议应参会董事9人，实际参会董事9 人。会议的召开符合《公司法》《上海证券交易所股票上市规则》《香港联合交 易所有限公司证券上市规则》、香港《公司条例》等监管规定以及《公司章程》 规定，会议合法有效。 二、董事会会议审议情况 会议以记名投票表决方式，形成如下决议： （一）审议通过了《关于公司根据一般性授权发行H股的议案》 本议案提交董事会审议前，已经公司董事会战略委员会审议通过。 具体内容详见公司同日于指定信息披露媒体及上海证券交易所网站披露的 《山东黄金矿业股份有限公司关于根据一般性授权发行H股的公告》（临2025-054 号）。 表决结果：同意9票；反对 ...

Core Viewpoint - Shandong Gold plans to raise approximately HKD 39.01 billion (USD 5 billion) through the placement of up to 136.5 million H-shares at a price of HKD 28.58 per share, amid rising gold prices driving mining companies to seek financing opportunities [1][2]. Group 1: Financing Details - The placement price represents a nearly 9% discount compared to the previous closing price of HKD 31.4 [2]. - The net proceeds from the fundraising will be used to repay debts, optimizing the company's capital structure [2]. - Shandong Gold's production figures for the first half of 2025 include 24.71 tons of gold mined and 23.6 tons sold, with a revenue of CNY 567.66 billion, reflecting a year-on-year increase of 24.01% [2]. Group 2: Market Context - The price of gold reached a new high of USD 3,508.69 per ounce on September 2, 2023, contributing to a bullish sentiment in the gold mining sector [2][5]. - Other gold mining companies, such as Zijin Mining and Chifeng Jilong Gold Mining, have also engaged in financing activities, indicating a trend of capital raising in the industry [4]. - Analysts predict that gold prices may continue to rise, potentially reaching USD 3,650 per ounce by the end of the year, which would support gold mining stocks [5]. Group 3: Stock Performance - As of September 2, Shandong Gold's A-shares closed at CNY 35.91, a slight decrease of 0.08%, while its H-shares closed at HKD 30.88, down 1.66% [3]. - The stock price fluctuations following the financing announcement were minimal, suggesting a positive market outlook for gold prices [6].

Core Viewpoint - The company is engaged in gold mining and related activities, with significant changes in revenue, profit, and asset management observed in recent years [9][11][23]. Financial Performance - The company's revenue and net profit growth rates have shown fluctuations, with a notable increase in revenue in 2023 compared to previous years [11][12]. - In the first half of 2025, the company reported a revenue of 567.66 billion and a net profit of 151.36 billion, indicating a strong performance [12][17]. - The average return on equity for the first half of 2025 was 8.43%, an increase of 2.63 percentage points from the previous year [17]. Revenue Composition - In the first half of 2025, the revenue composition included 284.63 billion from self-produced gold, 55.35 billion from trade income, and 43.43 billion from other sources [12]. - For 2024, the revenue structure was primarily from gold and non-ferrous metal refining, contributing 478.27 billion [15]. Asset Management - As of the first half of 2025, the company's fixed assets decreased by 20.02%, and prepaid accounts decreased by 91.91%, indicating a significant reduction in asset holdings [23]. - The company's total asset turnover ratio has been fluctuating, with a noted decrease in recent years [19]. Liability Management - The company experienced a 36.6% reduction in accounts payable and notes payable, reflecting improved liability management [26]. - The current ratio was reported at 0.46 and the quick ratio at 0.34 in the first half of 2025, indicating liquidity challenges [29]. Industry Comparison - The company's asset-liability ratio has been consistently compared to the A-share industry average, showing a trend of improvement in financial stability [28].

Core Viewpoint - Shandong Gold (01787.HK) plans to raise approximately HKD 3.9 billion through the placement of H-shares to repay company debts [1] Group 1: Fundraising and Debt Repayment - On September 2, Shandong Gold announced an agreement with placement agents to issue up to 136.5 million H-shares at HKD 28.58 per share [1] - The total expected proceeds from the placement are approximately HKD 39.01 billion, with a net amount of about HKD 38.92 billion, which will be used to repay company debts [1] - As of June 30, Shandong Gold's total liabilities amounted to approximately HKD 114.5 billion, with a debt ratio of 63.11%, a decrease of 0.43 percentage points from the end of the previous year [1] Group 2: Shareholder Structure and Company Background - As of the first half of this year, the largest shareholder of Shandong Gold is Shandong Gold Group, holding 36.23% of shares [2] - Shandong Gold Group has previously issued a short-term financing bond of HKD 1 billion to repay maturing debts, with a total outstanding domestic bond balance of HKD 36 billion [4] - Shandong Gold Group, established in 1996 and restructured in 2015, ranks among the top 10 gold producers globally [4] Group 3: Business Performance - In the first half of the year, Shandong Gold achieved a revenue of approximately HKD 56.77 billion, a year-on-year increase of 24.01%, and a net profit of HKD 2.81 billion, up 102.98% year-on-year [5] - The company's gold production reached 24.71 tons, accounting for 17.72% of the domestic gold mining output, with overseas mines contributing 5.67 tons [5] - The company aims to increase the number of its gold-producing mines from 12 to 13 by 2025 [5]

Core Insights - The company reported significant growth in revenue and net profit for the first half of 2025, driven by rising gold prices and improved operational efficiency [1][2]. Financial Performance - In H1 2025, the company achieved revenue of 56.766 billion yuan, a year-on-year increase of 24.01%, and a net profit attributable to shareholders of 2.808 billion yuan, up 102.98% [1]. - For Q2 2025, revenue reached 30.830 billion yuan, reflecting a year-on-year growth of 14.97% and a quarter-on-quarter increase of 18.87%. Net profit for Q2 was 1.782 billion yuan, showing a year-on-year rise of 160.68% and a quarter-on-quarter increase of 73.64% [1]. Production and Pricing - The company's gold production in H1 2025 was 24.71 tons, a slight increase of 0.77% year-on-year. In Q2 2025, gold production was 12.84 tons, up 1.80% year-on-year and 8.16% quarter-on-quarter [2]. - The average gold price in H1 2025 was 722 yuan per gram, a 38.6% increase year-on-year, while Q2 2025 saw an average price of 770 yuan per gram, up 39.4% year-on-year and 14.8% quarter-on-quarter [2]. Profitability and Cash Flow - The company's gross margin and net margin improved in H1 2025, reaching 17.46% and 6.82%, respectively, with year-on-year increases of 3.30 and 2.10 percentage points [3]. - Operating cash flow for H1 2025 was 10.503 billion yuan, representing an 81.72% year-on-year increase [3]. Project Development - The company is accelerating project construction, including the San Shan Island gold mine and other resource integration projects, aiming for comprehensive construction conditions as soon as possible [4]. - Geological exploration efforts have intensified, with 293,000 meters of exploration completed in H1 2025, resulting in an additional gold metal amount of 18.8 tons [4]. Profit Forecast - The company is expected to continue its high growth trajectory, with projected net profits of 5.944 billion yuan, 7.222 billion yuan, and 8.720 billion yuan for 2025, 2026, and 2027, respectively, indicating year-on-year growth rates of 101.38%, 21.50%, and 20.75% [5].

Group 1: Hong Kong Stock Market Performance - Midea Group (00300) increased nearly 3% with Q2 revenue of 123.9 billion yuan, a year-on-year increase of 11.0%, and net profit of 13.59 billion yuan, up 15.1%. This marks the company's first interim dividend of 5 yuan per 10 shares (tax included) [2] - Sanofi (02257) saw a midday increase of over 12% as its mid-term shareholder loss narrowed by 91%, with STP705 expected to complete commercialization within the year [2] - Ocean Park (02255) rose nearly 3% in early trading, but reported a 14.2% year-on-year decline in revenue to 686 million yuan, with a loss of approximately 296 million yuan due to decreased visitor numbers and consumer spending [2] Group 2: Company Highlights - InnoCare Pharma (02577) increased over 6% with a sales revenue of 553 million yuan, a year-on-year growth of 43.4%, and a gross margin of 6.8%, marking a significant improvement of 28.4 percentage points [3] - Geekplus (02590) rose over 5%, achieving over 30% year-on-year revenue growth as a leader in global warehouse fulfillment AMR [3] - China Nonferrous Mining (01258) increased over 3.8% due to rising copper prices improving mid-term performance, with ongoing resource expansion and acquisitions [3] Group 3: Other Notable Movements - Hengrui Medicine (01276) rose over 1.5% after receiving drug registration approval for EZH2 inhibitor [3] - Horizon Robotics (09660) fell nearly 1% despite exceeding market expectations in revenue, with Goldman Sachs maintaining a positive outlook on HSD system mass production [3] - BYD Electronics (00285) dropped over 0.5% with a nearly 14% year-on-year increase in net profit, accelerating its layout in AI data centers and robotics [3] - Shandong Gold (01787) fell nearly 2% as it plans to raise approximately 3.9 billion HKD through a discounted placement to repay company debts [3]

山东黄金（600547）(01787)早盘跌近5%，截至发稿，涨2.29%，报30.68港元，成交额4.52亿港元。 消息面上，山东黄金宣布，为推动公司在资本市场的国际化布局、提升资本实力、优化资本结构并促进 可持续发展，拟通过配售代理配售最多1.365亿股股份，配售价为每股28.58港元，较上一日收盘价31.40 港元折让约8.98%，此次配售预计净筹约38.924亿港元，募集资金将用于偿还公司债务。 华泰证券近日表示，山东黄金今年上半年实现营收567.66亿元，同比增长24.01%；归母净利28.08亿 元，同比增长102.98%。该行指出，公司是黄金行业龙头，且该行认为金价长期依旧具备上升空间，黄 金股或仍具配置价值。该行上调公司2025至2027年归母净利润预测，主要因为金价实际涨幅超该行预 期。 ...

Core Viewpoint - Shandong Gold is planning to issue up to 136.5 million shares at a price of HKD 28.58 per share to enhance its capital structure and repay debts, despite a temporary drop in stock price [1] Group 1: Company Actions - Shandong Gold's share price fell nearly 5% in early trading but later rose by 2.29% to HKD 30.68, with a trading volume of HKD 4.52 billion [1] - The company aims to raise approximately HKD 38.924 billion through the share placement, which represents a discount of about 8.98% from the previous closing price of HKD 31.40 [1] Group 2: Financial Performance - In the first half of the year, Shandong Gold reported revenue of RMB 56.766 billion, reflecting a year-on-year increase of 24.01% [1] - The net profit attributable to shareholders reached RMB 2.808 billion, showing a significant year-on-year growth of 102.98% [1] Group 3: Market Outlook - Huatai Securities views Shandong Gold as a leader in the gold industry and believes that gold prices have long-term upward potential, suggesting that gold stocks may still hold investment value [1] - The firm has raised its profit forecast for Shandong Gold for the years 2025 to 2027, primarily due to actual gold price increases exceeding previous expectations [1]

Group 1 - Shandong Gold announced a financing plan through the placement of new H shares, issuing 136,500,000 shares to raise approximately HKD 39.0 billion, with a net amount of about HKD 38.9 billion after expenses [1] - The placement price of the new H shares is HKD 28.58, representing a discount of approximately 8.98% compared to the previous trading day's closing price of HKD 31.40, and a discount of about 0.85% compared to the average closing price over the last five trading days [1] - The newly issued shares will account for approximately 3.05% of the existing issued share capital and about 2.96% of the enlarged share capital after completion [1] Group 2 - Shandong Gold is one of the largest gold producers listed in China and Hong Kong, with operations spanning multiple regions in China as well as countries like Argentina, Ghana, and Namibia [1] - The funds raised from this issuance will be primarily used to repay the company's debts [1] - The issuance is conducted under a general authorization granted by the shareholders' meeting and is expected to be completed on September 9, 2025 [1]