Core Points - The company is holding a shareholders' meeting on June 9, 2025, at 14:00 in Chengdu, Sichuan [2][3] - The meeting will include a combination of on-site and online voting methods [2][3] - Key agenda items include amendments to the company's articles of association and the cancellation of the supervisory board [4][5] Meeting Procedures - Attendees must adhere to the rules set forth to maintain order and efficiency during the meeting [1][2] - The meeting will start with the host announcing the commencement and introducing the participants [3] - Voting will be conducted through a named ballot system, with results compiled and reported by legal and monitoring personnel [2][3] Proposed Resolutions - Resolution 1: Amendment to the articles of association to abolish the supervisory board, transferring its powers to the audit committee of the board [4][5] - Resolution 2: Amendment to the rules governing shareholder meetings [4] - Resolution 3: Amendment to the rules governing board meetings [4] Voting and Decision-Making - Shareholders must submit any new proposals in writing at least 10 days before the meeting [1] - Each shareholder's speaking time is limited to five minutes, and they may speak no more than twice [1][2] - The results of the voting will be announced after both on-site and online votes are counted [3]

证券代码：600392 证券简称：盛和资源 公告编号：临 2025-031 盛和资源控股股份有限公司 关于 2024 年年度报告的更正公告 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、完整性承担个别及连带责任。 盛和资源控股股份有限公司（以下简称"公司"）于 2025 年 4 月 23 日在上海证 券交易所网站（http://www.sse.com.cn）披露了公司《2024 年年度报告》。经公司事 后检查，现需要对《2024 年年度报告》的部分内容进行更正。本次更正不涉及对公司 财务报表的调整，不会对公司 2024 年年度的经营业绩造成影响。 一、对 2024 年年度报告的更正情况 （一）对 2024 年年度报告中"第十节 财务报告：七、32 短期借款（1）短期借 款分类"中质押借款和信用借款期末余额数据，进行更正： 更正前： 单位：元币种：人民币 | 项目 | 期末余额 | 期初余额 | | --- | --- | --- | | 质押借款 | 318,928,942.81 | 1,860,067,229.06 | | 抵押借款 | | 3 ...

盛和资源控股股份有限公司 2025 年第二次临时股东大会 会议资料 2、为保证股东大会的严肃性和正常秩序，切实维护与会股东（股东代理人）的合法 权益，除出席会议的股东（股东代理人）、公司董事、监事、董事会秘书、高级管理人员、 公司聘任律师、会计师及董事会邀请的人员外，公司有权依法拒绝其他人员进入会场。 600392 盛和资源控股股份有限公司 2025 年第二次临时股东大会会议资料 参 会 须 知 为维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，根据《公司法》、 《证券法》、《公司章程》和中国证券监督管理委员会《上市公司股东大会规则》的有关 规定，特制定如下参会须知，望出席股东大会的全体人员严格遵守： 1、为能及时统计出席会议的股东（股东代理人）所代表的持股总数，务请登记出席 股东大会的各位股东准时出席会议。 4、股东大会召开期间，股东可以发言。股东要求发言时可先举手示意，经大会主持 人许可后，方可发言或提出问题。股东要求发言时不得打断会议报告人的报告或其他股 东的发言，也不得提出与本次股东大会议案无关的问题。每位股东发言时间不宜超过五 分钟，同一股东发言不得超过两次。大会表决时，将不进行发言。 5 ...

Financial Performance - The company's operating revenue for 2024 was CNY 11,371,025,717.40, a decrease of 36.39% compared to CNY 17,877,446,725.09 in 2023[22]. - The net profit attributable to shareholders for 2024 was CNY 207,196,451.93, down 37.73% from CNY 332,737,733.12 in 2023[22]. - The net cash flow from operating activities decreased by 81.47% to CNY 72,423,318.92 in 2024 from CNY 390,856,768.17 in 2023[22]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 198,260,907.70, a decrease of 26.49% from CNY 269,717,576.02 in 2023[22]. - The company's basic earnings per share for 2024 is CNY 0.1182, a decrease of 37.72% compared to CNY 0.1898 in 2023, primarily due to declining prices of rare earth and zirconium-titanium products, leading to reduced revenue and total profit[23]. - The weighted average return on equity for 2024 is 2.28%, down from 3.56% in 2023, indicating a decline in profitability[23]. - The company reported a significant drop in cash flow from operating activities, with a net cash flow of CNY 72,423,318.92, down 81.47% from the previous year[45][47]. - The company reported a net profit attributable to shareholders was CNY 20,719.65 million, down 37.73% year-on-year, primarily due to a significant decline in the market prices of key rare earth products[44][45]. Assets and Liabilities - The total assets at the end of 2024 were CNY 15,502,252,333.27, an increase of 1.15% from CNY 15,325,764,939.65 at the end of 2023[22]. - The total liabilities increased by 5.21% to CNY 5,853,453,527.67 at the end of 2024 from CNY 5,563,366,034.19 at the end of 2023[22]. - The company's net assets attributable to shareholders at the end of 2024 were CNY 8,733,639,307.82, a decrease of 3.16% from CNY 9,018,779,388.72 at the end of 2023[22]. - The company's total equity remained stable with a share capital of CNY 1,752,826,570.00, unchanged from the previous year[22]. Dividends - The proposed cash dividend for 2024 is CNY 1.00 per 10 shares, totaling CNY 175,282,657.00, which represents 101.52% of the net profit attributable to shareholders[6]. - The company plans to distribute a cash dividend of RMB 0.50 per 10 shares, totaling RMB 87,641,328.50 for the 2023 fiscal year[128]. - For the 2024 mid-year dividend, the company will distribute RMB 0.20 per 10 shares, amounting to RMB 35,056,531.40[129]. - Over the last three fiscal years, the cumulative cash dividend paid was RMB 473,263,173.90, with an average cash dividend payout ratio of 66.55%[134]. Research and Development - Research and development expenses surged by 468% to CNY 6,202,903.10, reflecting increased investment in innovation[45][47]. - The total R&D expenditure amounted to 396,025,454.08 CNY, representing 3.48% of total revenue[56]. - The company has accumulated over 410 patents by the end of 2024, with 54 new patents added during the year, including 30 invention patents, supporting high-quality development[33]. - The company is investing 200 million yuan in R&D for new technologies aimed at enhancing product efficiency and sustainability[105]. Market and Operations - The company acquired 65% equity in Jiacheng Mining (Shanghai) Co., Ltd. and 100% equity in African Resources Company, with a combined heavy mineral resource of over 27 million tons, enhancing its zirconium-titanium resource base[31]. - The first production line of the Tanzania Fungoni project is expected to be operational by the end of 2024, with an annual processing capacity of 100,000 tons of heavy minerals by September 2025[31]. - The company continues to expand its international cooperation and project collaborations, enhancing its market presence and operational capabilities[31]. - The company has established long-term supply agreements with various partners, enhancing its raw material security for rare earth processing[42]. - The company is focusing on developing overseas rare earth and zirconium-titanium resource projects to enhance its market competitiveness[87]. Environmental Responsibility - The company has invested approximately 41.23 million yuan in environmental protection during the reporting period[141]. - The company is committed to pollution prevention and has implemented necessary environmental protection facilities to comply with regulations[89]. - The company has reported a total carbon dioxide equivalent reduction of 4,290 tons through various carbon reduction measures, including the use of photovoltaic power generation expected to produce approximately 4.3068 million kWh in 2024[188]. - The company has been recognized as a "Provincial Green Factory" and a "National A-Level Environmental Protection Enterprise" in 2024[178]. - The company has implemented a third-party maintenance program for its wastewater and waste gas treatment facilities, ensuring they remain in good operational condition[185]. Governance and Compliance - The company emphasizes the importance of risk management and internal controls to enhance profitability and return to investors[91]. - The company is committed to improving governance and compliance with regulatory requirements[96]. - The company has established a governance structure in compliance with relevant laws and regulations[96]. - The company has made commitments to ensure independence in operations, finance, and assets following its major asset restructuring in 2012[97]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties during the reporting period[198]. Employee and Management - The total number of employees in the company and its main subsidiaries is 2,514, with 1,724 in production, 84 in sales, 378 in technology, 68 in finance, and 260 in administration[125]. - The company has established a competitive salary management system that links compensation to performance, aiming to attract and retain talent[126]. - The total compensation for board members during the reporting period amounted to 1,151.85 million yuan[103]. - The company has appointed several new executives, including a new financial director and deputy general managers, to enhance operational efficiency[103]. Strategic Initiatives - The company plans to achieve an annual revenue of 15 billion yuan in 2025, with the goal being subject to market demand fluctuations[87]. - The company is exploring potential acquisitions to enhance its product portfolio, with a budget of $100 million allocated for this purpose[106]. - The company plans to enter the European market in 2025, targeting a revenue contribution of 200 million yuan from this region[105]. - The company is focusing on the development of new products and technologies to stay competitive in the market[103].

Investment Rating - The report initiates coverage with a "Buy" rating for the company [4][6]. Core Views - The company is advancing its global resource layout by acquiring Peak Rare Earths Limited, which holds a significant stake in the Ngualla rare earth mine project in Tanzania, one of the largest and highest-grade rare earth deposits globally [1][2][4]. - The Ngualla project is expected to commence production in Q3 2027, following a final investment decision anticipated in Q1 2025 [2][15]. - The company is well-positioned to benefit from rising rare earth prices and increasing production capacity, with projected net profits of 607 million, 655 million, and 763 million yuan for 2025, 2026, and 2027, respectively [4][5]. Summary by Sections 1. Event: Acquisition of Peak Rare Earths Limited - The company announced its intention to acquire 100% of Peak Rare Earths Limited to expedite the development of the Ngualla rare earth mine project [1][9]. 2. Ngualla Rare Earth Mine Overview - The Ngualla mine, located in Tanzania, has a resource estimate of 214.4 million tons with an average grade of 2.15%, translating to approximately 461,000 tons of rare earth oxides (REO) [2][10]. - The mine's reserves are estimated at 18.5 million tons with an average grade of 4.8%, equating to about 88,700 tons of REO [2][12]. 3. Mine Efficiency Analysis - Post-acquisition, the company will hold 100% of Peak and 84% of the Ngualla project, with a total capital expenditure estimated at $287 million [3][23]. - The mine is projected to have an operational lifespan of 24 years, with an average annual production of 16,200 tons of REO and total operating costs of $76.7 million per year [3][27]. 4. Global Resource Layout - The company has diversified its resource portfolio, including other mining projects in Tanzania and partnerships with various international mining companies [30][32]. 5. Profit Forecast and Investment Recommendations - The company expects revenues of 12.9 billion, 14.8 billion, and 16.1 billion yuan for 2025, 2026, and 2027, respectively, with a corresponding increase in net profits [4][5][44]. - The report highlights a robust financial outlook, with a projected PE ratio of 35, 33, and 28 for the years 2025 to 2027 [4][49].

Investment Rating - The report initiates coverage with a "Buy" rating for the company [4][6]. Core Views - The company is advancing its global resource layout by acquiring Peak Rare Earths Limited, which holds a significant stake in the Ngualla rare earth mine project in Tanzania, one of the largest and highest-grade rare earth deposits globally [1][2][4]. - The Ngualla project is expected to commence production in Q3 2027, following a final investment decision anticipated in Q1 2025 [2][15]. - The company is well-positioned to benefit from rising rare earth prices and increasing production capacity, with projected net profits of 607 million, 655 million, and 763 million yuan for 2025, 2026, and 2027, respectively [4][5]. Summary by Sections 1. Event: Acquisition of Peak Rare Earths Limited - The company announced its intention to acquire 100% of Peak Rare Earths Limited to expedite the development of the Ngualla rare earth mine project [1][9]. 2. Ngualla Rare Earth Mine Overview - The Ngualla mine, located in Tanzania, has a resource estimate of 214.4 million tons with an average grade of 2.15%, translating to approximately 461,000 tons of rare earth oxides (REO) [2][10]. - The mine's total reserves are estimated at 18.5 million tons with an average grade of 4.8%, equating to about 88,700 tons of REO [2][12]. 3. Mine Efficiency Analysis - Post-acquisition, the company will hold 100% of Peak and 84% of the Ngualla project, with a total capital expenditure estimated at $287 million [3][23]. - The mine is projected to have an operational lifespan of 24 years, with an average annual production of 16,200 tons of REO and total operating costs of $76.7 million per year [3][27]. 4. Global Resource Layout - The company has diversified its resource portfolio, including acquisitions in Tanzania and stakes in various mining companies globally, enhancing its rare earth business [30][32]. 5. Profit Forecast and Investment Recommendations - The company is expected to see revenue growth from its rare earth and zircon-titanium businesses, with projected revenues of 12.9 billion, 14.8 billion, and 16.1 billion yuan for 2025, 2026, and 2027, respectively [5][44]. - The report highlights a stable cost structure and anticipates a recovery in rare earth prices, supporting the company's profitability outlook [4][44].

Core Viewpoint - The rare earth industry is experiencing a significant recovery, leading to improved performance for rare earth listed companies, including Shenghe Resources, which plans to acquire 100% of Peak Rare Earths Limited for over 700 million RMB [1][2]. Company Summary - Shenghe Resources' subsidiary, Ganzhou Chenguang Rare Earth New Materials Co., Ltd., intends to acquire Peak Rare Earths Limited for 1.58 billion AUD, approximately 742.6 million RMB [2]. - Peak Rare Earths Limited has not generated revenue in 2023 and 2024, with total losses exceeding 100 million RMB over the two years [2]. - The acquisition aims to expedite the development of the Ngualla rare earth project in Tanzania, which has a reserve of 18.5 million tons and an average grade of 4.8% [4]. Financial Performance - Shenghe Resources reported a significant recovery in Q1 2023, with revenue of 2.992 billion RMB, a year-on-year increase of 3.66%, and a net profit of 168 million RMB, up 178.09% [5]. - Despite the recovery, the company's revenue and profit are expected to decline in 2024, with projected revenue of 11.371 billion RMB, down 36.39%, and a net profit of 207 million RMB, down 37.73% [5]. Industry Outlook - Analysts suggest that the rare earth industry, particularly medium and heavy rare earths, is entering a bull market cycle, with expectations of explosive growth in the performance of rare earth listed companies over the next two to five years [6]. - The price of rare earth products has shown an upward trend, with the price of praseodymium and neodymium oxide increasing by 11.3% from January to March 2025 [5]. Stock Performance - Following the acquisition announcement, Shenghe Resources' stock price surged, reaching a high of 13.12 RMB per share, with a monthly increase of 24.01% [7]. - The company previously experienced significant stock price fluctuations, with net profits of 1.076 billion RMB and 1.593 billion RMB in 2021 and 2022, respectively, reflecting substantial growth [7][8].

Core Viewpoint - The rare earth industry is experiencing fluctuations in stock performance, with notable movements in the rare earth ETF fund, indicating a mixed market sentiment and potential investment opportunities [1][3]. Group 1: Market Performance - The China Securities Rare Earth Industry Index showed volatility, with stocks like Jingyuntong hitting the daily limit, while others like Galaxy Magnetic Materials faced declines [1]. - The rare earth ETF fund recorded a trading volume of 14.29 million yuan, with an average daily trading volume of 43.14 million yuan over the past year, ranking first among comparable funds [3]. - The latest scale of the rare earth ETF fund reached 1.855 billion yuan, marking a one-month high and also ranking first among comparable funds [3]. Group 2: Fund Flows and Valuation - The rare earth ETF fund saw a net inflow of 29.25 million yuan recently, with three out of the last five trading days showing net inflows totaling 43.04 million yuan [3]. - The price-to-earnings ratio (PE-TTM) of the index tracked by the rare earth ETF fund is currently at 29.95 times, which is in the 13.33 percentile over the past year, indicating a valuation lower than 86.67% of the time in the past year [3]. Group 3: Industry Developments - Shenghe Resources announced plans to acquire 100% of Peak Rare Earths Limited for 158 million Australian dollars to expedite the development of the Ngualla rare earth project in Tanzania [3]. - Recent increases in rare earth prices and regulatory measures against smuggling are expected to enhance the supply-demand dynamics, potentially leading to improved performance and valuation in the rare earth sector [4]. - The top ten weighted stocks in the China Securities Rare Earth Industry Index account for 57.42% of the index, with companies like Northern Rare Earth and China Rare Earth among the leaders [4].

Market Performance - The A-share market experienced fluctuations and adjustments, with significant pullbacks in key sectors such as brokerage, liquor, and semiconductors, leading to declines in the three major stock indices [1] - As of the market close, the Shanghai Composite Index was at 3380.82 points, down 0.68%; the Shenzhen Component Index was at 10186.45 points, down 1.62%; and the ChiNext Index was at 2043.25 points, down 1.91% [1] - The total trading volume in the Shanghai and Shenzhen markets was 11,524 billion yuan, a decrease of over 1,600 billion yuan compared to the previous trading day [1] Consumer Sector - The consumer sector showed localized movements, with beauty care and leisure food sectors leading the gains [2] - The beauty care index surged by 3.68%, the highest among all primary industries, with companies like Qingsong Co., Huaye Fragrance, and Jieya Co. hitting the daily limit of 20% [2] - Analysts suggest that the demand for safe and effective skincare products is increasing, indicating a trend towards more technological and professional development in the beauty care field [2] - The leisure food index rose by 0.56%, with companies like Ximai Food increasing over 6% and Youyi Food and Haoxiangni rising over 4% [2] - The first quarter reports indicate strong resilience in consumer goods, with many beverage companies performing well and a positive outlook for food and beverage sectors through 2025 [2] Rare Earth Sector - The rare earth permanent magnet sector showed significant strength, with companies like Jingyuntong hitting the daily limit and Jiuling Technology rising over 7% [2] - Shenghe Resources announced plans to acquire 100% of Australian Peak Rare Earths Limited for 158 million Australian dollars, focusing on rare earth exploration and production [3] - China Rare Earth recently indicated its active cooperation with the China Rare Earth Group to address industry competition issues and potential mergers and acquisitions [3] - Analysts note that recent increases in rare earth prices and crackdowns on smuggling may enhance the supply-demand dynamics in the sector [3] Fund Management and Investment Strategy - The implementation of the "Action Plan for Promoting High-Quality Development of Public Funds" is expected to strengthen the performance benchmark constraints, benefiting underweighted sectors [4] - Stable dividend assets, represented by banks, public utilities, and transportation, are expected to continue outperforming, while sectors with growth potential should be selectively chosen based on risk-reward ratios [4] - The domestic computing chip industry is anticipated to show promising performance based on inventory and contract liabilities indicators [4]

Core Viewpoint - Shenghe Resources announced a full acquisition of Peak Resources, aiming to diversify its supply chain despite the target company's current losses and zero revenue for 2023 and 2024 [1][3][8]. Group 1: Acquisition Details - Shenghe Resources' wholly-owned subsidiary plans to acquire 100% of Peak Resources for AUD 15.8 million (approximately RMB 74.26 million), which includes an existing 19.86% stake [1][2]. - The core asset of Peak Resources is the Ngualla rare earth project in Tanzania, which has a resource estimate of 214 million tons with an average grade of 2.15%, translating to 4.61 million tons of rare earth oxides (REO) [2][3]. - The Ngualla project has received special mining permits and has recently expanded its mining area from 18.14 square kilometers to 50.59 square kilometers [2]. Group 2: Financial Performance - Peak Resources reported zero revenue for both 2023 and 2024, with a net loss of approximately RMB 48.95 million in 2023 [3][4]. - As of December 31, 2024, Peak Resources had total assets of approximately RMB 403 million and total liabilities of about RMB 17.11 million [4]. Group 3: Market Reaction - Following the acquisition announcement, Shenghe Resources' stock price hit a limit-up, closing with a 6.67% increase [3]. Group 4: Strategic Intent - The acquisition is part of Shenghe Resources' strategy to enhance its international supply chain diversification, as indicated by previous investments and partnerships in Tanzania [7][9]. - The company aims to transform into a resource-holding public company, focusing on securing diverse raw material supplies [9].