五矿资本股份有限公司 2025 年第四次临时股东会 会议文件 二 ○ 二 五 年 十 二 月 2025 年第四次临时股东会会议须知 为了维护全体股东的合法权益，确保本次股东会公开、公正、合 法有效，保证会议顺利进行，根据《公司法》《公司章程》以及《股 东会议事规则》等相关法律法规和规定，特制定本须知，请出席股东 会的全体人员遵照执行。 1、本次股东会由董事会秘书负责会议的组织工作和处理相关事 宜。 2、参加本次股东会的股东或股东代表请按规定出示身份证或法 人单位证明以及授权委托书等证件，经查验合格后，方可出席会议。 为保证本次股东会的严肃性和正常秩序，切实维护与会股东（或股东 代表）的合法权益，除出席会议的股东（或股东代表）、公司董事、 高级管理人员、董事会办公室工作人员、公司聘请的律师以及公司董 事会邀请的人员外，公司有权拒绝其他人员进入会场。 3、会议正式开始后，迟到股东人数、股份额不计入表决权数。 特殊情况下，应经董事会秘书同意并向鉴证律师申报同意后方可计入 表决权数。 4、股东参加会议依法享有发言权、质询权、表决权等各项法定 权利，同时也应履行法定义务。事先准备并要求在会议发言的股东或 股东代表，应当 ...

A股 - Minmetals Capital's announcement of a related party transaction has drawn industry attention, with its subsidiary Minmetals Trust planning to jointly invest in a joint venture with Minmetals Real Estate, injecting 300 million yuan in cash and an asset package valued at 16.29 billion yuan [2] - The results of the subscription for Moer Thread, known as the "first domestic GPU stock," were announced, with public funds, social security funds, and pension funds acquiring approximately 38.59 million shares, accounting for 98.44% of the offline final issuance [2] - Yunnan Aluminum announced plans to acquire stakes in three aluminum companies from Yunnan Metallurgical Group, while AVIC Helicopter's subsidiary plans to merge with another wholly-owned subsidiary [2] 港股 - The Hong Kong IPO market is experiencing a surge, surpassing the NYSE and NASDAQ, aiming to become the top global fundraising market for new stocks by 2025, with 81 new listings raising a total of 215.98 billion HKD in the first ten months of the year [3] - More than half of the fundraising amount in Hong Kong has come from 14 A-share companies, with notable price discrepancies between A-shares and H-shares, exemplified by CATL's H-share price being over 14% higher than its A-share price [3] 理财 - In November, nine dividend-themed funds were established, raising a total of 6.615 billion yuan, marking a new monthly high for the year, with significant contributions from several funds launched on November 25 [4] - Major state-owned banks and some joint-stock banks have begun to withdraw 5-year large-denomination time deposits, focusing on shorter-term products, with a broad impact across various banks [4] - Sixteen technology-themed funds have been approved, including several ETFs focused on artificial intelligence and semiconductor sectors, with some products receiving approval on the same day they were submitted [4] 个人养老金 - As the year-end personal pension contribution window approaches, banks are intensifying promotional efforts, offering exclusive benefits to attract customers to open accounts and contribute funds, with potential subsidies of around 600 yuan for maximum contributions [5] 债务 - The issuance of new local special bonds in November is expected to reach 492.2 billion yuan, an increase of over 200 billion yuan from the previous month, alongside a significant rise in refinancing bonds [5] 其他 - From January to October, profits of large-scale industrial enterprises in China totaled 595.03 billion yuan, a year-on-year increase of 1.9%, with equipment manufacturing and high-tech manufacturing being the main profit growth drivers [6] - China remains the world's largest market for industrial robots, with significant improvements in performance and quality, and a projected increase in domestic multi-joint robot sales [6] - The National Development and Reform Commission announced a new credit repair management method, effective from April 1, 2026, allowing credit subjects to apply for credit repair under certain conditions [6] - China's foreign direct investment reached 1,033.23 billion yuan in the first ten months, a year-on-year increase of 7%, with investments made in 9553 overseas enterprises across 152 countries and regions [7] - The Chinese medical device market is expected to reach 1.22 trillion yuan by 2025, driven by innovation, with a record number of approved innovative medical devices [7]

Group 1 - The company will hold its fourth extraordinary general meeting of shareholders on December 15, 2025, at 14:00 in Beijing [1][3] - The meeting will utilize a combination of on-site and online voting methods, with online voting available through the Shanghai Stock Exchange system [1][2] - Shareholders can vote online on the day of the meeting during specified trading hours [1][2] Group 2 - The meeting agenda includes the review of proposals that have been approved by the company's board of directors [4][5] - There are no special resolutions or proposals requiring separate voting for minority investors [5] - Related shareholders, specifically China Minmetals Corporation and Changsha Research Institute of Mining and Metallurgy, are required to abstain from voting on all proposals [5] Group 3 - Shareholders must complete voting for all proposals before submission [8] - Shareholders registered by the close of trading on the registration date are entitled to attend the meeting [9] - Registration for attendance can be done in person or through authorized representatives, with specific documentation required [11][12]

证券代码：600390 证券简称：五矿资本 公告编号：临 2025-080 五矿资本股份有限公司 关于召开2025年第四次临时股东会的通知 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： 召开的日期时间：2025 年 12 月 15 日 14 点 00 分 召开地点：北京市东城区东直门南大街 14 号保利大厦酒店二层会议中心一 号会议室 (五)网络投票的系统、起止日期和投票时间。 1 股东会召开日期：2025年12月15日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 网络投票系统：上海证券交易所股东会网络投票系统 一、 召开会议的基本情况 (一)股东会类型和届次 2025年第四次临时股东会 (二)股东会召集人：董事会 (三)投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合的方 式 (四)现场会议召开的日期、时间和地点 网络投票起止时间：自2025 年 12 月 15 日 至2025 年 12 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会 ...

Core Viewpoint - The announcement of a related party transaction by Minmetals Capital, involving the establishment of a joint venture with Minmetals Trust and Minmetals Real Estate, has attracted industry attention, aiming to address existing asset risks through a special purpose vehicle (SPV) [1][2]. Group 1: Joint Venture Details - The proposed joint venture, tentatively named Beijing Minxin Urban Construction Development Co., Ltd., will have a registered capital of 1 billion yuan, with Minmetals Trust contributing 300 million yuan for a 30% stake and Minmetals Real Estate contributing 700 million yuan for a 70% stake [2]. - Minmetals Trust will not appoint directors or senior management to the joint venture and will not participate in daily operations, indicating a lack of significant influence [2]. - The asset package contributed by Minmetals Trust was assessed at 16.29 billion yuan, down from a pre-assessment value of 17.52 billion yuan, reflecting a decrease of 7% [2]. Group 2: Risk Management and Industry Trends - The SPV model aims to isolate risks and enhance asset disposal efficiency, contrasting with traditional methods that may prolong recovery processes [3]. - The effectiveness of this model relies on accurate assessments of cash flows and asset integrity, with potential challenges in decision-making efficiency due to differing interests between contributors and operators [3]. - The trust industry is transitioning from passive risk management to proactive management and innovation, with a focus on improving asset quality and governance structures [6]. Group 3: Historical Context and Future Directions - The trust industry has seen significant changes since 2020, with various companies undergoing restructuring and risk management improvements, such as Sichuan Trust's transformation into Tianfu Trust [5]. - The overall asset management scale of the trust industry reached 32.43 trillion yuan by mid-2023, indicating a recovery and improvement in quality [6]. - Future strategies may include establishing bankruptcy service trusts and collaborating with asset management companies to enhance asset recovery efficiency [6].

Core Points - The company completed the redemption and delisting of its "Wuziyou 5" preferred shares on November 21, 2025 [1][2] - A total of 20 million "Wuziyou 5" preferred shares were issued, with a total payment of RMB 2,094 million made to shareholders [1] - The preferred shares were listed for trading on the Shanghai Stock Exchange starting December 21, 2023, under the code 360046 [1] Summary by Sections - **Issuance and Listing** The company issued 20 million "Wuziyou 5" preferred shares on November 21, 2023, and these shares began trading on the Shanghai Stock Exchange on December 21, 2023 [1] - **Redemption Details** The company announced the complete redemption of all issued "Wuziyou 5" preferred shares on November 18, 2025, and paid a total of RMB 2,094 million to shareholders for the face value and dividends accrued during the holding period [1][2] - **Completion of Delisting** As of November 21, 2025, the "Wuziyou 5" preferred shares have been officially canceled, marking the completion of the redemption and delisting process [2]

五矿资本股份有限公司（以下简称"公司"）于 2023 年 11 月 21 日完成向特定对象发行 2,000 万股"五资优 5"优先股，2023 年 12 月 21 日起公司"五资优 5"优先股股票在上海证券交易所综合业 务平台挂牌转让，优先股代码为 360046，简称为"五资优 5"。 公司于 2025 年 11 月 18 日披露了《五矿资本股份有限公司关于 "五资优 5"优先股全部赎回及摘牌的公告》（临 2025-076），并已 于 2025 年 11 月 21 日向股权登记日在中国证券登记结算有限责任公 司上海分公司（以下简称"中登上海分公司"）登记在册的"五资优 5"优先股股东足额支付本期优先股票面金额及持有期间（2024 年 11 月 21 日至 2025 年 11 月 20 日）的股息，共计人民币 209,400 万元， 赎回公司全部已发行的 2,000 万股"五资优 5"优先股。 关于"五资优 5"优先股全部赎回及摘牌完成的公告 五矿资本股份有限公司董事会 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。 2025 ...

Core Viewpoint - The diversified financial sector experienced a slight increase of 0.59% on November 24, with *ST Xiongmao leading the gains. The Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1]. Group 1: Stock Performance - The top-performing stocks in the diversified financial sector included *ST Nengmao, which rose by 5.02% to a closing price of 10.04, and Sichuan Shuangma, which increased by 4.27% to 22.20 [1]. - Other notable gainers included Yalian Youzhan (+3.99%), Lakala (+2.95%), and Jiuding Investment (+1.70%) [1]. Group 2: Trading Volume and Value - The trading volume and value for the top stocks were significant, with Sichuan Shuangma achieving a trading volume of 234,700 shares and a transaction value of 518 million yuan [1]. - Lakala had a transaction value of 353 million yuan with a trading volume of 162,200 shares, indicating strong market interest [1]. Group 3: Capital Flow - The diversified financial sector saw a net outflow of 194 million yuan from major funds, while retail investors contributed a net inflow of 281 million yuan [2]. - The data indicates that while institutional investors were withdrawing, retail investors were actively buying into the sector [2]. Group 4: Individual Stock Capital Flow - Sichuan Shuangma experienced a net outflow of 50.79 million yuan from major funds, while it had a net inflow of 1.10 million yuan from speculative funds [3]. - Conversely, *ST Nengmao saw a net inflow of 5.20 million yuan from major funds, indicating strong institutional interest despite overall sector outflows [3].

Market Overview - The diversified financial sector experienced a decline of 3.29% on November 21, with Ruida Futures leading the drop [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Stock Performance - Key stocks in the diversified financial sector showed varied performance, with Jiangsu Jinzu remaining unchanged at 6.45, while Ruida Futures fell by 6.28% to 21.05 [2] - Other notable declines included Yalian Development down 6.18% and Jiuding Investment down 5.99% [2] Trading Volume and Capital Flow - The total net outflow of main funds in the diversified financial sector was 870 million yuan, while retail investors saw a net inflow of 756 million yuan [2] - The trading volume for Jiangsu Jinzu was 335,600 shares, with a transaction amount of 216 million yuan, while Ruida Futures had a trading volume of 149,100 shares and a transaction amount of 320 million yuan [2][3] Individual Stock Capital Flow - Bohai Leasing had a net inflow of 11.66 million yuan from main funds, while Jiangsu Jinzu saw a net inflow of 3.58 million yuan [3] - Conversely, stocks like Yalian Development and Jiuding Investment experienced significant net outflows from main funds, amounting to 6.68 million yuan and 7.94 million yuan respectively [3]

Core Viewpoint - The board of directors of Minmetals Capital Co., Ltd. has approved several key resolutions, including adjustments to internal structures, the appointment of a new vice president, and the establishment of a joint venture with a related party, which aims to enhance asset management efficiency and optimize resource allocation [1][3][15]. Group 1: Internal Structure Adjustments - The company has decided to adjust its internal structure by establishing an audit department and renaming existing departments to better align with its operational needs [1]. - The board meeting was attended by all nine directors, and the resolution regarding internal structure adjustments received unanimous approval [2]. Group 2: Appointment of Vice President - The board has approved the appointment of Ms. Xie Ying as the vice president, effective immediately upon the board's approval [3]. - This decision also received unanimous support from the board members [4]. Group 3: Trust Beneficiary Rights Transfer - The company has agreed to transfer trust beneficiary rights, which is expected to result in a loss of 0.98 billion yuan, subject to final assessment [5]. - This resolution was also unanimously approved by the board [6]. Group 4: Joint Venture with Related Party - The company’s subsidiary, Minmetals Trust, will jointly invest with its controlling shareholder, China Minmetals Corporation, to establish a joint venture with a registered capital of 1 billion yuan, where Minmetals Trust will contribute 300 million yuan [16][22]. - The joint venture will focus on real estate development and aims to leverage the expertise of Minmetals Real Estate Holdings [25]. - The establishment of this joint venture constitutes a related party transaction and requires further approval from the shareholders' meeting [17][19]. Group 5: Shareholders' Meeting - The board has resolved to convene the fourth extraordinary shareholders' meeting of 2025 to discuss the aforementioned matters [12]. - The timing and details of the meeting will be determined by the board secretary after the current board meeting [13].