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 - 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].

Group 1 - The core point of the article is that Shenghe Resources plans to acquire 100% of Peak Rare Earths Limited through its wholly-owned subsidiary, Ganzhou Chenguang Rare Earth New Materials Co., Ltd, for approximately AUD 150 million, which is about RMB 74 million [2][3] - The acquisition aims to expedite the development of the Ngualla rare earth project in Tanzania and strengthen the company's resource foundation [3] - Shenghe Resources previously acquired a 19.86% stake in Peak Rare Earths for RMB 179 million in February 2022 [3] Group 2 - As of the end of 2024, Peak Rare Earths has total assets of RMB 400 million, but reported zero revenue in 2023 and 2024, with net losses of RMB 53.89 million and RMB 48.94 million respectively [3] - A valuation report estimates the total equity value of Peak Rare Earths to be between RMB 799 million and RMB 921 million as of December 31, 2024 [3] - Shenghe Resources' main businesses include rare earth and zirconium-titanium, and the acquisition is expected to optimize its global business layout [3] Group 3 - The transaction requires approvals from Chinese regulators, the Tanzanian Fair Competition Commission, the mining commission, the Australian court, and the shareholders of Peak Rare Earths, making these approvals a prerequisite for the deal [3] - If the necessary approvals are not obtained within the stipulated time, the transaction may face termination risks [3] Group 4 - In 2024, Shenghe Resources reported revenue of RMB 11.371 billion, a decrease of 36.39% year-on-year, and a net profit attributable to shareholders of RMB 207 million, down 37.73% year-on-year [4]

Core Viewpoint - The company has proposed amendments to its articles of association and meeting rules, including the abolition of the supervisory board, which will be replaced by the audit committee of the board of directors. The amendments require approval from the shareholders' meeting to take effect [1]. Summary by Sections Company Structure and Governance - The company will no longer have a supervisory board, and its powers will be transferred to the audit committee of the board of directors [1]. - The amendments to the articles of association and related rules are based on the Company Law of the People's Republic of China and other relevant regulations [1]. Shareholder Rights and Responsibilities - Shareholders will continue to have rights and obligations as stipulated in the amended articles of association, which will be legally binding [6][7]. - The company emphasizes that shareholders must comply with laws and regulations, and any abuse of shareholder rights that harms the company or other shareholders will result in liability [38][39]. Meeting Procedures - The company will provide both physical and electronic means for shareholders to participate in meetings, ensuring accessibility [28]. - Legal opinions will be sought to confirm the legality of meeting procedures and the qualifications of attendees [51][52]. Financial and Operational Guidelines - The company will not provide financial assistance for acquiring its own shares, except for employee stock ownership plans [9]. - The company’s total assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [10]. Amendments and Approvals - The proposed amendments will take effect only after being approved by the shareholders' meeting [1]. - Specific provisions regarding the issuance of shares and the rights associated with different classes of shares have been clarified in the amendments [18][19].

盛和资源控股股份有限公司 董事会议事规则 （尚需提交股东大会审议） 第一条 宗旨 为了进一步规范本公司董事会的议事方式和决策程序，促使董事和董事会有 效地履行其职责，提高董事会规范运作和科学决策水平，根据《公司法》、 第三条 定期会议 董事会会议分为定期会议和临时会议。 《证券 法》、 《上市公司治理准则》、 《上海证券交易所股票上市规则》、 《上海证券交易所 第二条 董事会办公室 董事会下设董事会办公室，处理董事会日常事务。 董事会秘书兼任董事会办公室负责人，证券事务代表保管董事会印章。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第四条 定期会议的提案 在发出召开董事会定期会议的通知前，董事会办公室应当充分征求各董事的 意见，初步形成会议提案后交董事长拟定。 董事长在拟定提案前，应当视需要征求总经理和其他高级管理人员的意见。 第五条 临时会议 第六条 临时会议的提议程序 按照前条规定提议召开董事会临时会议的，应当通过董事会办公室或者直接 向董事长提交经提议人签字（盖章）的书面提议。书面提议中应当载明下列事项： （五）提议人的联系方式和提议日期等。 提案内容应当属于本公司《公司章程》规定的董事会 ...

证券代码：600392 证券简称：盛和资源 公告编号：2025-030 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大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 盛和资源控股股份有限公司 关于召开2025年第二次临时股东大会的通知 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： ? 股东大会召开日期：2025 年 6 月 9 日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票系统 一、 召开会议的基本情况 (一) 股东大会类型和届次 召开的日期时间：2025 年 6 月 9 日 14 点 00 分 召开地点：成都市高新区盛和一路 66 号城南天府大厦 7 楼公司会议室 (五) 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 6 月 9 日 至2025 年 6 月 9 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 大会召开当日的交 ...