中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 FANGDA PARTNERS http://www.fangdalaw.com 上海市方达律师事务所 关于 宝山钢铁股份有限公司 差异化分红事项 之 法律意见书 2025 年 5 月 20 日 致：宝山钢铁股份有限公司 上海市方达律师事务所(以下简称"本所")是具有中华人民共和国法律执业资 格的律师事务所。根据宝山钢铁股份有限公司(以下称"宝钢股份"或"公司")的委 托，本所就宝钢股份 2024 年下半年度利润分配所涉及的差异化权益分派特殊除权 除息(以下称"本次差异化分红")相关事项出具本法律意见书。 本法律意见书依据《中华人民共和国公司法》《中华人民共和国证券法》《上 海证券交易所交易 ...

证券代码：600019 证券简称：宝钢股份 公告编号：临 2025-038 宝山钢铁股份有限公司2024年下半年度权益分派实施公告 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、准确性和完整性承担法律责任。 重要内容提示： 每股分配比例 A 股每股现金红利人民币0.10元（含税） 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/6/10 | － | 2025/6/11 | 2025/6/11 | 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 5 月 20 日召开的2024年度股东大会审议通过。 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 差异化分红送转方案： （1）本次差异化分红方案 公司 2024 年度股东大会审议通过了《关于 2024 年下半年度利润分配方案的 ...

| ○ 基金经理：柳军 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 累计任职时间：16年又3天 任职起始日期：2009-06-04 现任基金公司：华泰柏瑞基金管理有限公司 | | | 基金经理简介:柳军先生:中国国籍。监事.复旦大学财务管理硕士.2000-2001年任上海汽车集 团财务有限公司财务,2001-2004年任华安基金管理有限公司高级基金核算员,2004年7月加入 华泰柏瑞基金管理有限公司,历任基金率务部总监、上证红利ETF基金经理助理。2009年6月 | | | | | | | 现任基金资产 在管基金最佳 | | | 起任上证红利交易型开放式指数证券投资基金的基金经理。2010年10月起担任指数投资部副 总监。2011年1月至2020年2月任华泰柏瑞上证中小盘ETF基金、华泰柏瑞上证中小盘ETF联 | | | | | | | 总规模 | 任期回报 | | 接基金基金经理。2012年5月起任华泰和瑞沪深300交易型开放式指数证券投资基金、华泰柏 | | | | | | | 4232.91亿 ...

Summary of Baosteel Co., Ltd. Conference Call Industry Overview - The steel industry experienced significant losses in the first half of 2024, but saw a rebound at the end of September due to policy drivers. However, it faced a weak supply-demand situation again by year-end [2][4] - In the first four months of 2025, industry profits showed some recovery, but the second half of Q2 is expected to face downward pressure on steel prices due to insufficient demand and trade war tariffs [2][4] Company Performance - Baosteel Co., Ltd. reported a total profit of 9.3 billion yuan for the entire year of 2024, with a profit of 3.29 billion yuan in Q1 2025, representing an 18% year-on-year increase, primarily due to lower raw material costs [2][5] - The company maintained its leading position in the domestic industry despite a challenging environment [4][21] Strategic Initiatives - Baosteel has increased its stake in Maanshan Iron & Steel Co., Ltd. to enhance product competitiveness and sales capabilities, transitioning from a 1+1+n strategy to a 2+2+m strategy focusing on automotive sheets, silicon steel, and high-end long products [2][6] - The Baowu Group aims to add nearly 30 million tons of new capacity through investments in Maanshan (16 million tons), Rizhao (9 million tons), and a joint venture in Saudi Arabia (planned 2.5 million tons DRI capacity) [2][7][8] Product Focus - The choice to focus on thick plates is driven by local demand in Saudi Arabia for marine engineering and shipbuilding, aligning with the country's 2030 vision for large-scale infrastructure development [8] - Baosteel's product lines include automotive and silicon steel, with good order intake in Q2 2025, although competition in low-grade silicon steel remains intense [10][11] Market Challenges - The steel market has been characterized by weak demand and price fluctuations, with cold-rolled product prices peaking in Q1 2025 before declining due to demand exhaustion and trade war impacts [12][19] - The company is actively responding to international tariffs and trade conflicts by exploring new markets and adjusting export structures to mitigate risks [14][21] Financial Outlook - Capital expenditures are expected to decrease significantly from 2026 onwards, potentially enhancing the company's ability to increase dividends [15][16] - The company aims to optimize existing capacity rather than expand further, focusing on improving efficiency and profitability [9][20] Collaboration and Competition - Baosteel is addressing competition with Maanshan by enhancing collaboration in marketing and sales, aiming to reduce reliance on intermediaries and improve overall profitability [17] - The company remains vigilant regarding international trade policies and their potential impacts on sales and market dynamics [13][14] Conclusion - Baosteel Co., Ltd. is navigating a challenging steel market with strategic investments, a focus on product optimization, and proactive measures to mitigate external risks, while maintaining profitability and preparing for future growth opportunities [21]

Group 1 - The core index, the CN Materials Composite Index, reported at 3281.67 points, with a 2.51% increase over the past month, 1.68% over the past three months, and a 6.63% year-to-date increase [1] - The index is designed to reflect the overall performance of different industry securities from Chinese mainland enterprises, classified according to the China Securities Index industry classification standards [1] - The top ten holdings of the CN Materials Composite Index include Zijin Mining (6.39%), Wanhua Chemical (2.21%), and others, indicating a concentration in specific companies [1] Group 2 - The market distribution of the CN Materials Composite Index shows that the Shanghai Stock Exchange accounts for 49.23%, Shenzhen Stock Exchange for 42.38%, and Hong Kong Stock Exchange for 7.82% [2] - In terms of industry composition, non-ferrous metals represent 41.47%, chemicals 37.94%, and other sectors such as non-metallic materials and steel also contribute to the index [2] Group 3 - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December, and can also be adjusted under special circumstances [3] - Adjustments to the index samples occur when there are changes in industry classification due to special events or when companies are delisted [3]

Core Viewpoint - Baosteel Co., Ltd. has achieved a significant technological breakthrough by launching four new non-oriented silicon steel products, which are crucial materials for industries such as humanoid robots and low-altitude aircraft [2][3]. R&D Investment and Achievements - In 2024, Baosteel plans to invest 25.044 billion yuan in R&D, with a total of 73.2 billion yuan invested over the past four years [2][5]. - The company has nearly 10,000 R&D personnel, accounting for 21.7% of its total workforce, and has received approximately 12,867 authorized patents, with 41.2% being invention patents [6][8]. - Baosteel's R&D team has successfully developed the B10AHV900M non-oriented silicon steel, which is 0.1 mm thick and has achieved an iron loss value below 9 W/kg, a first in the industry [3][4]. Financial Performance - In Q1 2024, Baosteel reported a net profit attributable to shareholders of 2.434 billion yuan, a year-on-year increase of 26.37%, despite a 9.82% decline in revenue to 72.88 billion yuan [8][10]. - The company has maintained a strong profitability record, with cumulative profits of approximately 2525.54 billion yuan since its listing in 2000, and has never reported an annual loss [9][10]. Market Position and Strategy - Baosteel's non-oriented silicon steel products are expected to enhance its competitiveness in the domestic market, which has historically relied on imports for similar products [4][5]. - The company is actively pursuing digital transformation and energy-saving initiatives, with a focus on integrating smart applications into its operations [7][8].

Investment Rating - The report maintains an investment rating of "Positive" for the steel industry, consistent with the previous rating [2]. Core Viewpoints - The overall profit from blast furnace steel production is considered satisfactory, and the profit recovery for general steel companies may accelerate [3]. - Despite facing supply-demand contradictions, the steel industry's overall profit is expected to decline, but with the implementation of various "stability growth" policies, steel demand is anticipated to remain stable or slightly increase [4]. - The report highlights that general steel companies, which are less affected by export tariffs, may see significant performance improvements due to the marginal recovery in demand from the real estate and infrastructure sectors [4]. Summary by Sections 1. Market Performance - The steel sector declined by 0.94% this week, underperforming the broader market, with specific declines in special steel (0.28%), long products (0.36%), and flat products (1.21%) [3][11]. 2. Supply Data - As of May 23, the average daily pig iron production was 2.436 million tons, a week-on-week decrease of 1.17 tons, but a year-on-year increase of 6.71 tons [28]. - The capacity utilization rate for blast furnaces was 91.3%, down 0.44 percentage points week-on-week, while electric furnace utilization increased by 2.93 percentage points to 59.5% [28]. 3. Demand Data - The consumption of five major steel products was 9.046 million tons, a week-on-week decrease of 92,000 tons, reflecting a 1.01% decline [37]. - The transaction volume of construction steel by mainstream traders was 95,000 tons, down 1.47 tons week-on-week, marking a 13.33% decrease [37]. 4. Inventory Data - Social inventory of five major steel products was 9.606 million tons, a week-on-week decrease of 331,000 tons, or 3.33% [45]. - Factory inventory increased slightly to 4.38 million tons, up 0.99 tons week-on-week, but down 6.67% year-on-year [45]. 5. Price Trends - The comprehensive index for general steel was 3,452.2 yuan/ton, down 33.36 yuan/ton week-on-week, a decrease of 0.96% [51]. - The comprehensive index for special steel was 6,652.6 yuan/ton, down 3.32 yuan/ton week-on-week, a decrease of 0.05% [51]. 6. Profitability - The profit for rebar from blast furnaces was 88 yuan/ton, down 15 yuan/ton week-on-week, a decline of 14.56% [59]. - The average profit margin for 247 steel companies was 59.74%, an increase of 0.4 percentage points week-on-week [59]. 7. Investment Recommendations - The report suggests focusing on regional leading companies with advanced equipment and environmental standards, as well as companies benefiting from the new energy cycle and those with strong cost control [4].

Investment Rating - The report maintains a "Buy" rating for several steel companies including Baosteel, Hualing Steel, and Nanjing Steel, among others [5]. Core Viewpoints - The report indicates that pig iron prices are gradually declining, leading to a slight recovery in steel profits. The raw material costs are expected to ease further, which may enhance the profitability of steel companies [5]. - Economic data from January to April shows a continued weakness in the real estate sector, while automotive production maintains year-on-year growth. The potential for crude steel production regulation is increasing amid uncertain external demand and weak domestic recovery [5]. Price Trends - As of May 23, steel prices have decreased, with Shanghai's 20mm HRB400 rebar priced at 3160 CNY/ton, down 40 CNY/ton from the previous week. Other steel products also saw price declines [3][11]. - The report details specific price changes for various steel products, indicating a general downward trend in prices over the past week [12]. Production and Inventory - As of May 23, the production of five major steel products increased to 8.72 million tons, a rise of 40,900 tons week-on-week. However, the total inventory of these products decreased by 331,000 tons to 9.5954 million tons [4]. - The apparent consumption of rebar is estimated at 2.4713 million tons, reflecting a decrease of 131,600 tons week-on-week [4]. Profitability Analysis - The report notes an increase in profits for plate products, with long-process rebar, hot-rolled, and cold-rolled margins changing by 0 CNY/ton, +23 CNY/ton, and +69 CNY/ton respectively compared to the previous week [3]. Investment Recommendations - The report recommends several companies for investment: 1. General steel sector: Baosteel, Hualing Steel, Nanjing Steel 2. Special steel sector: CITIC Special Steel, Yongjin Co., and Xianglou New Materials 3. Pipe materials: Jiuli Special Materials, Wujin Stainless Steel, Youfa Group - It also suggests paying attention to high-temperature alloy stocks like Fushun Special Steel [5].

Group 1 - The supervisory board of Baoshan Iron & Steel Co., Ltd. held its 54th meeting of the 8th supervisory board, which was conducted in accordance with relevant laws and regulations [1][2] - The meeting was convened based on a proposal from supervisors Zhu Yonghong and Qin Changdeng, and was held on May 23, 2025, through written voting [1] - All seven supervisors attended the meeting, and a unanimous decision was made to approve the proposal regarding the implementation of the 2025 targeted poverty alleviation project in Yunnan and the allocation of funds [1]

证券代码：600019 证券简称：宝钢股份 公告编号：临 2025-037 第八届监事会第五十四次会议决议公告 本公司监事会及全体监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、准确性和完整性承担法律责任。 一、监事会会议召开情况 （一）会议召开符合有关法律、法规情况 本次监事会会议经过了适当的通知程序，召开及会议程序符合有 关法律、行政法规及《公司章程》的规定，会议及通过的决议合法有 效。 （二）宝山钢铁股份有限公司（以下简称"公司"或"宝钢股份"） 《公司章程》第 157 条规定，监事可以提议召开临时监事会会议。 根据朱永红、秦长灯监事的提议，公司第八届监事会根据上述规 定，以书面投票表决的方式于 2025 年 5 月 23 日召开临时监事会。 公司于 2025 年 5 月 20 日以电子邮件和书面方式发出召开监事会 的通知及会议资料。 （三）本次监事会应出席监事 7 名，实际出席监事 7 名。 二、监事会会议审议情况 宝山钢铁股份有限公司 本次监事会会议通过以下决议: 《关于审议董事会"关于实施 2025 年定点云南帮扶项目及资金 分配的议案"的提案》 全体监事一致通 ...