关于持股 5%以上股东权益变动至 5%的提示性公告 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： 证券简称：广东明珠 证券代码：600382 编号：临 2025-052 广东明珠集团股份有限公司 ●本次权益变动系因广东明珠集团股份有限公司（以下简称"公司"）注销 已回购股份及信息披露义务人深圳前海明桥私募证券基金管理有限公司（代表明 桥稳健优选 2 号私募证券投资基金）（以下简称"明桥稳健优选 2 号私募证券投 资基金"）自身经营需要履行已披露的股份减持计划，导致信息披露义务人明桥 稳健优选 2 号私募证券投资基金持有公司股数量及持股比例发生变化。不触及要 约收购。 ●本次权益变动后，明桥稳健优选 2 号私募证券投资基金持有公司的股份数 量由 42,306,300 股减少至 34,720,400 股，占公司总股本数 694,408,089 股的 5.00%。 ●本次权益变动不会使公司控股股东及实际控制人发生变化。 ●关于本次权益变动的具体内容详见公司同日在上海证券交易所网站 （www.sse.com.cn）披 ...

Core Points - The announcement details a change in equity ownership by a major shareholder of Guangdong Mingzhu Group Co., Ltd., specifically a decrease in shareholding from 6.09% to 5.71% [1] - The reduction in shares amounts to 2,684,300 shares, executed through centralized bidding on July 14, 2025 [1] - The change does not violate any existing commitments or trigger mandatory tender offer obligations [1] Group 1 - The equity change was reported by Shenzhen Qianhai Mingqiao Private Securities Fund Management Co., Ltd., representing Mingqiao Steady Selection No. 2 Private Securities Investment Fund [1] - The total number of shares held before the change was 4,230,630 shares, which decreased to 3,962,200 shares after the reduction [1] - The source of the shares for the reduction was from shares acquired through a previous agreement transfer [1] Group 2 - The company confirms that the reduction in shareholding will not have a significant impact on its governance structure or ongoing operations [1] - The announcement is in compliance with relevant laws, regulations, and the company's acquisition management measures [2] - The reduction plan had not been fully implemented as of the announcement date [2]

提示性公告 深圳前海明桥私募证券基金管理有限公司（代表明桥稳健优选 2 号私 募证券投资基金）保证向本公司提供的信息真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 本公司董事会及全体董事保证公告内容与信息披露义务人提供的信息 的一致。 一、 信息披露义务人及其一致行动人的基本信息 证券代码：600382 证券简称：广东明珠 公告编号：临 2025-051 广东明珠集团股份有限公司 关于持股 5%以上股东权益变动触及 1%刻度的 三、 其他说明 1. 本次权益变动为减持，不触及要约收购、不涉及资金来源。 2. 本次权益变动不会导致公司控股股东、实际控制人发生变化， 1.身份类别 | | □控股股东/实际控制人及其一致行动人 | | --- | --- | | | 其他 5%以上大股东及其一致行动人 | | 投资者及其一致行动人的身份 | □合并口径第一大股东及其一致行动人（仅适 | | | 用于无控股股东、实际控制人） | | | □其他______________（请注明） | 重要内容提示： 权益变动方向 比例增加□ 比例减少 权益变动前合计比例 6.09% 权益变动后合计比例 5.71% 本次 ...

Core Viewpoint - Guangdong Mingzhu Group Co., Ltd. is expected to achieve significant growth in net profit for the first half of 2025, with projections indicating an increase of 242.82% to 319.00% compared to the same period last year [2][4]. Group 1: Performance Forecast - The company anticipates a net profit attributable to shareholders of the parent company between 102.04 million yuan and 125.94 million yuan for the first half of 2025, representing an increase of 72.98 million yuan to 95.88 million yuan year-on-year [2][4]. - The projected net profit, excluding non-recurring gains and losses, is expected to be between 105.90 million yuan and 129.43 million yuan, reflecting a year-on-year increase of 54.88 million yuan to 78.41 million yuan [2][4]. Group 2: Previous Year’s Performance - In the same period last year, the total profit was 57.27 million yuan, with a net profit attributable to shareholders of the parent company at 30.06 million yuan [6]. - The net profit, excluding non-recurring gains and losses, was recorded at 51.02 million yuan, with earnings per share of 0.04 yuan [6]. Group 3: Reasons for Performance Increase - The increase in performance is primarily attributed to the significant growth in the operating results of the wholly-owned subsidiary, Guangdong Mingzhu Mining Co., Ltd., which is expected to see iron concentrate sales rise by approximately 108.24% due to new mining operations and technical upgrades [7]. - The subsidiary is projected to achieve a net profit attributable to the parent company between 128.91 million yuan and 157.56 million yuan, marking an increase of 59.15 million yuan to 87.80 million yuan year-on-year [7]. Group 4: Non-Operating Gains and Losses - The company has completed the amortization of unrecognized financing income related to the equity transfer of a subsidiary, resulting in no such income for the current period, which has led to an increase in financial expenses compared to the previous year [8]. - The company expects a decrease in compensation payments related to securities false statement liability disputes compared to the previous year [8]. - The fair value changes of stock investments are projected to result in a gain of 1.61 million yuan for the first half of 2025 [8].

Group 1 - The core viewpoint of the news is that Guangdong Mingzhu (600382.SH) has reported significant growth in its half-year performance for 2025, with net profit expected to increase by 242.82% to 319.00% year-on-year [1] - The company anticipates a net profit attributable to shareholders of the parent company between 103 million to 126 million yuan, and a net profit excluding non-recurring gains and losses between 106 million to 129 million yuan, reflecting a year-on-year growth of 107.56% to 153.68% [1] - The main driver behind this impressive performance is the dual boost from the expansion project and technological upgrades of its wholly-owned subsidiary, Mingzhu Mining [1] Group 2 - From an industry perspective, the iron ore market has shown a balanced supply-demand situation in the first half of the year, and Mingzhu Mining has capitalized on this opportunity through capacity expansion and technological improvements [2] - The expansion project of Mingzhu Mining is identified as the "core variable" for the anticipated profit increase, laying a solid foundation for continued growth in the second half of the year [2] - The company's performance not only reflects its strategic foresight in industry chain layout but also demonstrates the effectiveness of its strategy to strengthen its core business through subsidiary upgrades [2]

Guangdong Mingzhu Group 2025 Semi-Annual Performance Forecast [Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company expects a significant increase in net profit attributable to shareholders in the first half of 2025, with a year-on-year growth of 242.82% to 319.00%; net profit attributable to shareholders after deducting non-recurring gains and losses is also expected to grow significantly, with a year-on-year increase of 107.56% to 153.68% 2025 Semi-Annual Performance Forecast Core Indicators | Indicator | Estimated Amount (CNY 10,000) | Year-on-Year Growth | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders of the Parent Company** | 10,304.25 - 12,594.09 | 242.82% - 319.00% | | **Net Profit Attributable to Shareholders of the Parent Company After Deducting Non-Recurring Gains and Losses** | 10,589.50 - 12,942.73 | 107.56% - 153.68% | - This performance forecast applies to situations where profitability is achieved, and net profit increases by **more than 50%** compared to the same period last year[1](index=1&type=chunk) - The data in this performance forecast has not been audited by a certified public accountant[2](index=2&type=chunk) [Prior Period Operating Performance](index=2&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) The company achieved net profit attributable to shareholders of CNY 30.0576 million in the first half of 2024, with net profit attributable to shareholders after deducting non-recurring gains and losses of CNY 51.0195 million, and basic earnings per share of CNY 0.04, serving as the comparative base for this performance increase forecast 2024 Semi-Annual Performance Review | Indicator | Amount (CNY 10,000) | | :--- | :--- | | Total Profit | 5,727.03 | | Net Profit Attributable to Shareholders of the Parent Company | 3,005.76 | | Net Profit Attributable to Shareholders of the Parent Company After Deducting Non-Recurring Gains and Losses | 5,101.95 | | Earnings Per Share (CNY) | 0.04 | [Analysis of Main Reasons for Performance Increase](index=2&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%A2%9E%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The significant performance increase in the current period primarily stems from two factors: first, the substantial increase in iron concentrate production and sales by core subsidiary Mingzhu Mining due to expansion and technical upgrades, contributing the main profit growth; second, the comprehensive impact of non-operating gains and losses, including the cessation of financing income amortization, reduced estimated compensation claims, and fair value changes in equity investments [Core Business Growth: Mingzhu Mining's Performance Contribution](index=2&type=section&id=%EF%BC%88%E4%B8%80%EF%BC%89%E5%85%AC%E5%8F%B8%E4%B9%8B%E5%85%A8%E8%B5%84%E5%AD%90%E5%85%AC%E5%8F%B8%E5%B9%BF%E4%B8%9C%E6%98%8E%E7%8F%A0%E9%9B%86%E5%9B%A2%E7%9F%BF%E4%B8%9A%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8%EF%BC%88%E4%BB%A5%E4%B8%8B%E7%AE%80%E7%A7%B0%22%E6%98%8E%E7%8F%A0%E7%9F%BF%E4%B8%9A%22%EF%BC%89%E6%9C%AC%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%90%8C%E6%AF%94%E5%A2%9E%E5%8A%A0%E7%9A%84%E5%BD%B1%E5%93%8D%E3%80%82) Wholly-owned subsidiary Mingzhu Mining is the core driver of performance growth, with iron concentrate sales expected to increase by approximately **108.24%** year-on-year and new lump ore sales added, leading to an expected **84.79% to 125.85%** year-on-year growth in its net profit attributable to shareholders, achieved through expansion projects and technical upgrades - Mingzhu Mining significantly increased production and sales year-on-year by extracting new ore through expansion projects and implementing technical upgrades to its washed stone and old aggregate production lines, enhancing iron concentrate output and adding lump ore sales business[5](index=5&type=chunk) Mingzhu Mining 2025 Semi-Annual Performance Forecast | Indicator | Estimated Amount (CNY 10,000) | Year-on-Year Growth | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders of the Parent Company** | 12,891.16 - 15,755.86 | 84.79% - 125.85% | [Impact of Non-Operating Gains and Losses](index=2&type=section&id=%EF%BC%88%E4%BA%8C%EF%BC%89%E9%9D%9E%E7%BB%8F%E8%90%A5%E6%80%A7%E6%8D%9F%E7%9B%8A%E7%9A%84%E5%BD%B1%E5%93%8D) Non-operating gains and losses have a comprehensive impact on current period profit, with positive factors including reduced investor compensation claims and negative factors such as increased financial expenses due to the cessation of unrecognized financing income amortization, alongside an expected fair value change gain of CNY 1.61 million from equity investments - Due to the full recovery of all equity transfer payments in the prior year, there is no unrecognized financing income amortization in the current period, leading to a year-on-year increase in financial expenses[5](index=5&type=chunk) - Expected investor compensation claims for securities misrepresentation liability disputes in the current period will decrease compared to the same period last year[6](index=6&type=chunk) - Due to fluctuations in the share price of Guangdong Hongtu held, a fair value change gain of **CNY 1.61 million** is expected to be recognized[6](index=6&type=chunk) [Risk Warning](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA) The company emphasizes that this performance forecast is based on preliminary calculations by the finance department, and the data has not been audited by a certified public accountant, but no significant uncertainties affecting the accuracy of the forecast have been identified at present - The company's performance forecast is a preliminary calculation result from the finance department, and the relevant data has not been audited by a certified public accountant, thus subject to uncertainty[7](index=7&type=chunk) [Other Explanatory Matters](index=3&type=section&id=%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E%E4%BA%8B%E9%A1%B9) The company reminds investors that the forecast data in this announcement is only a preliminary calculation result, and the final accurate financial data will be subject to the company's officially disclosed 2025 semi-annual report on designated media - The final accurate financial data will be subject to the company's officially disclosed 2025 semi-annual report, and investors should pay attention to information released by the company on designated media[8](index=8&type=chunk)

Core Viewpoint - Guangdong Mingzhu faces significant financial distress due to poor performance of its subsidiary Mingzhu Mining, which has only achieved a 64.43% completion rate of its profit commitments over the past three years, with a projected completion rate of just 28.6% for 2024, resulting in a compensation gap of approximately 450 million yuan [2][3][8]. Performance Commitments - The Shanghai Stock Exchange has raised concerns regarding the company's performance commitments, highlighting that Mingzhu Mining's net profit completion rate from 2022 to 2024 is alarmingly low, with only 28.6% of the commitment met in 2024 [3][9]. - The company attributes the poor performance to a decline in iron concentrate production and sales, as well as falling prices for sand and gravel [4][6]. Financial Data - For 2024, Mingzhu Mining's iron concentrate production dropped by 42.21% to 495,100 tons, while sales fell by 45.20% to 487,200 tons, leading to a revenue decrease of 47.10% to approximately 340.77 million yuan [5]. - The sand and gravel business saw a revenue increase of 132.08% in 2024, but this was based on a low base from 2023 when operations were largely halted [5][6]. Compensation Agreement - According to the performance compensation agreement, Mingzhu Mining is required to achieve a cumulative net profit of approximately 1.677 billion yuan from 2022 to 2025, but as of the end of 2024, the compensation gap has reached 447 million yuan [8][10]. - The company has set aside only 14.7 million yuan for compensation, which is insufficient compared to the 447 million yuan gap [10]. Historical Governance Issues - The company has a history of governance issues, including a significant financial scandal in 2021 where the actual controller Zhang Jian concealed over 4 billion yuan in systematic fund occupation, leading to severe penalties and a loss of credibility [12][14]. - The current performance crisis is seen as a resurgence of past governance failures, raising concerns about the company's ability to manage its financial obligations and maintain investor confidence [12][17].

Core Viewpoint - The company, Guangdong Mingzhu Group, is facing challenges in meeting its performance commitments due to declining production and sales of iron concentrate, while experiencing significant growth in sand and gravel revenue, attributed to previous operational restrictions. Financial Performance - The company reported a total revenue completion rate of only 64.43% for the annual performance commitments from 2022 to 2024, with a total shortfall of 446.77 million yuan [6][7]. - For iron concentrate, the revenue was 341 million yuan with a gross margin of 62.55%, while sand and gravel revenue reached 83 million yuan, marking a year-on-year increase of 132.08% [1][2]. Iron Concentrate Analysis - In 2024, the production of iron concentrate was 495,100 tons, a decrease of 42.21% from 2023, with sales volume dropping by 45.20% to 487,200 tons [2][3]. - The average selling price of iron concentrate fell by 3.48% to 699.50 yuan per ton, while the gross margin decreased by 7.85 percentage points compared to the previous year [2][3]. - The increase in production costs was primarily due to the depletion of iron ore reserves and operational difficulties, including safety-related shutdowns [4][14]. Sand and Gravel Performance - The company saw a significant increase in sand and gravel production, with output rising by 99.03% to 2,411,200 tons and sales volume increasing by 170.84% to 2,552,800 tons [5][6]. - The sales revenue for sand and gravel reached 83.36 million yuan, driven by the resumption of operations after previous restrictions [5][6]. - The average selling price for sand and gravel decreased by 14.31% to 32.66 yuan per ton, reflecting broader industry trends [5][15]. Comparison with Industry Peers - The gross margin for iron concentrate at Mingzhu Group was higher than that of comparable companies, with margins of 62.55% compared to 43.81% and 57.86% for other firms [3][4]. - In contrast, the sand and gravel sales revenue of comparable companies like Dazhong Mining decreased by 13.94%, highlighting Mingzhu's relative performance in a challenging market [5][6]. Future Outlook - The company anticipates that the significant growth in sand and gravel sales in 2024 may not be sustainable, given the lack of improvement in infrastructure investment and real estate demand [5][6]. - The operational challenges and declining production levels are expected to continue impacting the company's ability to meet future performance commitments [6][14].

Core Viewpoint - Guangdong Mingzhu Group received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, highlighting concerns about performance commitments and discrepancies in financial results [1][2]. Performance Commitment - Mingzhu Mining achieved a net profit of 113 million yuan for 2024, with a completion rate of only 28.60% of its performance commitment due to limited iron ore reserves and increased mining difficulties [2][3]. - The revenue from iron concentrate was 341 million yuan with a gross margin of 62.55%, while sand and gravel revenue increased by 132.08% to 83 million yuan [2][3]. Revenue and Cost Analysis - Iron concentrate production decreased by 42.21% to 495,100 tons, with sales volume down by 45.20% to 487,200 tons, and sales revenue fell by 47.10% to 340.77 million yuan [3][4]. - The average selling price of iron concentrate dropped by 3.48% to 699.50 yuan per ton, while the unit cost increased by 22.13% to 261.98 yuan per ton [3][5]. - The cost structure of iron concentrate showed a significant increase in direct materials and manufacturing costs, with total costs decreasing by 33.07% to 127.63 million yuan [5][6]. Sand and Gravel Performance - Sand and gravel production surged by 99.03% to 2,411,200 tons, with sales volume increasing by 170.84% to 2,552,800 tons, leading to a revenue of 83.36 million yuan [8][9]. - The average selling price of sand and gravel decreased by 14.31% to 32.66 yuan per ton, while the unit cost slightly decreased by 4.38% to 26.55 yuan per ton [8][9]. Discrepancies in Performance - The total performance commitment for 2022-2024 was 1.256 billion yuan, with actual performance at 809.23 million yuan, resulting in a completion rate of 64.43% [10][12]. - The main reasons for the discrepancies included lower-than-expected sales volumes and increased management costs, with significant variances in operational expenses compared to forecasts [10][13]. Client Information and Sales Strategy - The top five clients contributed significantly to sales, with total sales amounting to 277.20 million yuan, and the company follows a pricing model linked to the Platts index for iron ore [19][21]. - The sales strategy is based on production capacity, with adjustments made based on market conditions and inventory levels [21][23].

利安达会计师事务所（特殊普通合伙） 关于上海证券交易所《关于广东明珠集团股份有限公司 2024 年年度报告的信息披露监管问询函》的回复 上海证券交易所： 我们通过广东明珠集团股份有限公司（以下简称"公司"、"上市公司"或"广东明珠"）收 悉上海证券交易所上市公司管理二部发来的《关于广东明珠集团股份有限公司 2024 年年度 报告的信息披露监管问询函》（上证公函【2025】0794 号，以下简称"问询函"），根据问询 函的要求，我所对相关事项进行了核查，现就问询函中要求我所发表核查意见的相关问题答 复如下： 1、关于业绩承诺。明珠矿业2024年度实现扣非净利润1.13亿元，业绩承诺完成率仅为 28.60%。年报显示主要系现有露天境界设计范围内的所剩的铁矿石储量不多，采矿和选矿 的难度加大等导致业绩承诺期铁精粉的盈利不达预期。分产品看，铁精粉收入3.41亿元，毛 利率62.55%，砂石收入0.83亿元，同比增长132.08%。分季度看，第四季度收入环比增长 213.84%，占全年收入的37.57%。实控人对明珠矿业的业绩承诺将于2025年底到期，前三 年业绩承诺合计完成率仅64.43%。 请公司补充披露：（1）铁 ...