金杜律师事务所 KING&WODD MALLESONS 北京金杜 (成都) 律师事务所 关于盛和资源控股股份有限公司 2024 年年度股东大会之法律意见书 致: 盛和资源控股股份有限公司 北京金杜（成都）律师事务所（以下简称本所）接受盛和资源控股股份有限公 司（以下简称公司）委托，根据《中华人民共和国证券法（2019 修订）》（以下 简称《证券法》）、《中华人民共和国公司法（2023 修订）》（以下简称《公司 法》）、中国证券监督管理委员会（以下简称中国证监会）《上市公司股东会规则 （2025 年修订）》（以下简称《股东会规则》）等中华人民共和国境内（以下简 称中国境内，为本法律意见书之目的，不包括中华人民共和国香港特别行政区、中 华人民共和国澳门特别行政区和中华人民共和国台湾地区 ) 现行有效的法律、行政 法规、规章和规范性文件和现行有效的公司章程有关规定，指派律师出席了公司于 2025 年 5 月 13 日召开的 2024 年年度股东大会(以下简称本次股东大会)，并就 本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于: 1. 公司 2024 年第一 ...

Group 1: Institutional Research on Popular Companies - The top twenty companies with the highest number of institutional research visits in the past 30 days include Huaming Equipment, Changshu Bank, Guangdian Yuntong, Yunnan Baiyao, and BYD. In the last five days, the most visited companies were Mankalon, Zhou Dasheng, Stable Medical, Zhujiang Beer, and Shenghe Resources. Among the top twenty companies in the past 30 days, 11 companies had 10 or more rating agencies, including BYD, Huali Group, Weixing New Materials, Changshu Bank, and Weixing Co., Ltd. [2][11][12] - Companies such as BYD, Huali Group, Changshu Bank, Weixing Co., Ltd., Weichai Power, Yunnan Baiyao, Tuobang Co., Ltd., Huaming Equipment, and Zhongji United are expected to see significant growth in net profit attributable to shareholders in 2024 compared to 2023 [2][11][12]. Group 2: Shareholder Increase Activities - From May 5 to May 9, 2025, a total of 13 companies announced significant shareholder increases, with three companies having 10 or more rating agencies. The companies with an average proposed increase amount exceeding 1% of the latest market value include *ST Gengxing, Hainan Development, China Railway Industry, Huamao Technology, and Linglong Tire [3][14][15]. - From January 1 to May 11, 2025, 297 companies announced significant shareholder increases, with 203 having 10 or more rating agencies. Among these, 15 companies had an average proposed increase amount exceeding 1% of the latest market value, including Xinjie Energy, Sailun Tire, Rongsheng Petrochemical, Wanrun Co., Ltd., CNOOC Engineering, and Xin Fengming [5][16][17]. Group 3: Company Buyback Activities - From May 5 to May 9, 2025, a total of 312 companies announced buyback progress, with 84 companies having 10 or more rating agencies. Companies expected to have a buyback amount exceeding 1% of the market value on the announcement date include Pingmei Co., Ltd., Huafa Co., Ltd., Changhong Meiling, XGIMI Technology, and Xugong Machinery [4][19][20]. - From January 1 to May 11, 2025, 1,456 companies announced buyback progress, with 297 having 10 or more rating agencies. Among these, 82 companies had a buyback amount exceeding 1% of the market value on the announcement date, including Changhong Meiling, Qianwei Central Kitchen, Baolong Technology, Shantui Co., Ltd., Wanrun Co., Ltd., Midea Group, BOE A, and Goldwind Technology [6][22][23].

Core Viewpoint - The article discusses the recent trends in the rare earth market, highlighting the impact of export controls and supply-demand dynamics on prices, particularly in China and overseas markets [4][5][6]. Group 1: Price Trends - After a significant increase in overseas rare earth prices, domestic prices in China have started to show signs of rising, with an average weekly increase of 1.69% for eight rare earth products during the week of May 5-9, 2025 [2]. - The prices of dysprosium oxide and praseodymium-neodymium alloy saw increases of 3.42% and 2.91%, respectively, indicating a shift in market dynamics [2]. - Despite the increase in international prices, China's rare earth price index showed only minor fluctuations, moving from 182.40 points on April 3 to 177.00 points on May 9 [12]. Group 2: Supply and Demand Dynamics - China's export control measures on certain rare earth products, including dysprosium and terbium, have led to a tightening of supply, which is expected to push domestic prices higher in the future [4][5]. - The global demand for rare earths, particularly in electric vehicles and energy-efficient appliances, is projected to grow at an annual rate of 8%-10% through 2025, contributing to a tight supply-demand balance [15]. - The recent export control measures have resulted in a 15.55% decrease in China's rare earth exports from March to April 2024, highlighting the impact of these regulations on market supply [6]. Group 3: Strategic Position and Future Outlook - China holds a strategic monopoly in the rare earth market, with approximately 48.40% of global reserves and 68.50% of annual production [5]. - The article notes that while China is a dominant player, it still imports some rare earth metals from the U.S., indicating a complex interdependence in the global supply chain [9]. - Analysts predict that the global rare earth price center is likely to rise due to ongoing supply constraints and increasing demand, suggesting a potential upward trend in domestic prices as well [15].

Core Viewpoint - Domestic rare earth prices are beginning to rise following significant increases in overseas prices, driven by tightening supply and sustained demand from sectors like electric vehicles and energy-efficient air conditioning [2][3][6] Group 1: Price Trends - In the week of May 5-9, 2025, the average price of eight rare earth products increased by 1.69%, with the highest increases seen in dysprosium oxide (3.42%), praseodymium-neodymium alloy (2.91%), and dysprosium-iron alloy (2.24%) [2] - Despite the recent price increases, the domestic rare earth price index showed only a slight decline from 182.40 points on April 3 to 177.00 points on May 9, indicating relative stability [9] - After a period of decline, the domestic rare earth price index began to stabilize and slightly rise from April 27 to May 9, suggesting a potential upward trend [9][10] Group 2: Supply and Demand Dynamics - The tightening of rare earth supply is attributed to export controls implemented by China on certain heavy rare earth products, which include dysprosium, terbium, and others [3][5] - The demand for rare earths is expected to remain strong, particularly in the context of carbon neutrality initiatives, with projected global demand growth of 8%-10% in 2025 [11] - China's rare earth reserves account for approximately 48.40% of global reserves, and its production represents about 68.50% of the global total, indicating a strategic monopoly in the market [4] Group 3: International Market Influences - Recent data indicates that the prices of dysprosium and terbium in Europe have reached historical highs, reflecting a significant surge in international markets [3] - The U.S. has temporarily halted exports of rare earth concentrates to China, which may exacerbate shortages in the international market [7][8] - Analysts suggest that the combination of China's export controls and the U.S. seeking new rare earth sources could lead to a prolonged period of supply shortages globally [6][11]

Group 1: Overview of Rare Earth Industry - The rare earth industry includes 17 metallic chemical elements, categorized into light and heavy rare earths, with applications in various fields, particularly in permanent magnet materials for electric vehicles and wind power [1][2] - The industry chain encompasses mining, smelting, separation, and processing, ultimately producing functional materials used across multiple industries [1][2] Group 2: Global Supply Landscape - Global rare earth reserves are concentrated, with China holding 48% of the total reserves and accounting for 69% of global production, thus dominating the industry chain [1][2] - Recent efforts by Western countries aim to diversify supply chains and reduce dependency on China by increasing rare earth mining and production capacity [1][2][3] Group 3: China's Resource Management - China implements total control over rare earth mining and smelting, leading to a dual structure of "North Light and South Heavy" in resource management [1][2] - Policies are expected to enhance market concentration and reshape international supply-demand dynamics [1][2] Group 4: Market Size and Growth - From 2018 to 2023, China's rare earth industry value has grown, with significant increases in the smelting and separation sectors, and rapid expansion in the functional materials market [1][2] - The market for rare earth functional materials is projected to continue its rapid growth, driven by policy support and increasing demand [1][2] Group 5: Functional Materials Market - Permanent magnet materials dominate the rare earth consumption landscape, with China leading the global market, valued at over 100 billion yuan [2][3] - Catalytic materials have a market size of 6 to 8 billion yuan in China, with foreign companies holding a monopoly, while domestic firms are catching up in certain areas [2][3] - Hydrogen storage materials are primarily produced in China, which supplies over 90% of the global market, although there is a technological gap with Japan [2][3] Group 6: Strategic Importance - Rare earths are considered strategic resources with critical applications in high-tech fields such as renewable energy, defense, and electronics, making them central to global industrial competition and geopolitical dynamics [1][2][3] - The U.S. and its allies view reducing reliance on Chinese rare earths as a national security priority, leading to policies aimed at establishing alternative supply chains [1][2][3]

Core Viewpoint - The company, Shenghe Resources, has experienced a significant decline in revenue and net profit for the year 2024, but showed a positive growth trend in the first quarter of 2025, indicating a potential recovery in performance [1] Financial Performance - In 2024, the company achieved an operating income of 11.371 billion yuan, a year-on-year decrease of 36.39% [1] - The net profit attributable to shareholders was 207 million yuan, down 37.73% year-on-year [1] - For the first quarter of 2025, the company reported an operating income of 2.992 billion yuan, a year-on-year increase of 3.66% [1] - The net profit attributable to shareholders for the first quarter was 168 million yuan, reflecting a substantial year-on-year increase of 178.09% [1] Business Developments - The company has deepened its cooperation with Peak on the Ngualla rare earth project in Tanzania, establishing a solid foundation for future development and operations [1] - Successful acquisitions include 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 [1] - The first production line of the Fungoni project in Tanzania commenced operations at the end of 2024, aiming for an annual processing capacity of 100,000 tons of heavy minerals by September 2025 [1] Market Impact and Strategy - The suspension of rare earth concentrate exports from MP Company to China is not expected to significantly impact the company's operations, as it has established a diversified supply chain for rare earth materials [1] - The company anticipates that domestic and international supply sources can mitigate the impact of export suspensions [1] - Despite recent fluctuations in overseas rare earth prices, domestic prices have not been significantly affected, and the outlook for rare earth product prices remains positive [1] Production and Inventory Management - The company plans to continue increasing production capacity through acquisitions, new projects, and technological improvements, expecting sustained growth in product output [1] - Inventory strategies will be adjusted flexibly based on market trends while maintaining a safe inventory level to ensure stable production and enhanced profitability [1]

Core Viewpoint - The green transformation of the mining industry, particularly in rare earth mining, is crucial in the global response to climate change, with significant attention on the environmental impacts of extraction and production processes [1]. Group 1: ESG Reports and Sustainability - The five major domestic rare earth companies, including China Rare Earth (000831.SZ), Northern Rare Earth (600111.SH), Shenghe Resources (600392.SH), Xiamen Tungsten (600549.SH), and Guangsheng Nonferrous (600259.SH), have released their 2024 ESG reports, covering sustainability information related to energy consumption, climate change, and environmental and social indicators [1]. - Xiamen Tungsten's ESG report is the longest at 204 pages, while Shenghe Resources has the shortest at 85 pages, with the others being Northern Rare Earth (150 pages), Guangsheng Nonferrous (118 pages), and China Rare Earth (100 pages) [1]. - All five companies disclosed their total greenhouse gas emissions, including Scope 1 and Scope 2 data, which are essential for understanding their environmental impact [1]. Group 2: Greenhouse Gas Emissions - Northern Rare Earth has the highest total greenhouse gas emissions at 104.07 thousand tons of CO2 equivalent, followed by Xiamen Tungsten (79.06 thousand tons), Shenghe Resources (21.4 thousand tons), Guangsheng Nonferrous (4.38 thousand tons), and China Rare Earth (3.89 thousand tons) [3][4]. - Year-on-year, Northern Rare Earth experienced the highest increase in emissions, rising over 100%, while Shenghe Resources increased by approximately 62%, China Rare Earth by 26%, and Xiamen Tungsten by 17%. Guangsheng Nonferrous was the only company to report a decrease in emissions, with an 8% reduction [6][4]. - The increase in Northern Rare Earth's emissions is attributed to a significant rise in Scope 2 emissions due to increased electricity purchases, which rose by 10.8% to 81.97 million megawatt-hours [6][4]. Group 3: Water and Environmental Management - Xiamen Tungsten reported the highest wastewater discharge at 437 million cubic meters, followed by Northern Rare Earth (171.99 million cubic meters), Shenghe Resources (71.88 million cubic meters), and China Rare Earth (35.4 million cubic meters). Guangsheng Nonferrous disclosed only its industrial wastewater discharge of 102.98 million cubic meters [8]. - The companies also reported their R&D and environmental investment, with Northern Rare Earth investing the most at 6.48 billion yuan, followed by Xiamen Tungsten (1.27 billion yuan) and others [8][9]. Group 4: Carbon Reduction Initiatives - All five companies have disclosed specific actions for carbon reduction, such as Northern Rare Earth's carbon emission verification and product carbon footprint certification, and the establishment of a distributed photovoltaic power station [10]. - Xiamen Tungsten's subsidiary has built a photovoltaic power station and prioritized purchasing clean energy, achieving a total installed capacity of approximately 6 MW by the end of 2024 [10][12]. - Guangsheng Nonferrous has implemented natural gas rotary kiln modifications, resulting in significant reductions in natural gas consumption and CO2 emissions [10].

Group 1 - The core viewpoint of the news is that Ningbo Huansheng Quantitative recently conducted research on Shenghe Resources, revealing significant changes in the company's financial performance for 2024 and Q1 2025 [1] - Shenghe Resources is expected to have a revenue of 11.371 billion yuan in 2024, a decrease of 36.39% year-on-year, and a net profit attributable to shareholders of 207 million yuan, down 37.73% year-on-year [1] - In Q1 2025, Shenghe Resources achieved a revenue of 2.992 billion yuan, an increase of 3.66% year-on-year, and a net profit of 168 million yuan, showing a substantial growth of 178.09% year-on-year [1] Group 2 - The company continues to deepen its cooperation with Peak on the rare earth mining project in Tanzania and has successfully acquired Jiacheng Mining and Africa Resources to secure resources for the zircon-titanium industry chain [1] - The first production line of the Tanzania Fungoni project has been put into operation, with an expected mineral processing capacity of 100,000 tons of heavy minerals per year by September 2025 [1] - The suspension of rare earth concentrate exports to China by MP Company is not expected to have a significant impact on Shenghe Resources' production and operations [1] Group 3 - Domestic rare earth prices have not been significantly affected by overseas market trends, with positive expectations for future development [1] - Capital expenditures for overseas zircon-titanium resource projects are mainly focused on infrastructure construction, which is within the company's financial capacity [1] - Shenghe Resources anticipates sustained growth in the production and sales of its main products and plans to adjust inventory strategies flexibly based on market trends to ensure stable production and enhanced efficiency [1]

Group 1 - The core viewpoint of the news is that Shenghe Resources is experiencing a significant decline in revenue and net profit for the year 2024, but shows positive growth in the first quarter of 2025 [1] - For the year 2024, Shenghe Resources is projected to have an operating income of 11.371 billion yuan, a decrease of 36.39% year-on-year, and a net profit attributable to shareholders of 207 million yuan, a decrease of 37.73% year-on-year [1] - In the first quarter of 2025, the company achieved an operating income of 2.992 billion yuan, an increase of 3.66% year-on-year, and a net profit attributable to shareholders of 168 million yuan, an increase of 178.09% year-on-year [1] Group 2 - Shenghe Resources continues to deepen its cooperation with Peak Company on the rare earth mining project in Tanzania and has successfully acquired Jiacheng Mining and African Resources Company to secure resources for the zircon-titanium industry chain [1] - The production line of the Fungoni project in Tanzania has been put into operation, with an expected mineral processing capacity of 100,000 tons of heavy minerals per year by September 2025 [1] - The suspension of rare earth concentrate exports to China by MP Company is not expected to have a significant impact on Shenghe Resources' production and operations [1] Group 3 - Domestic rare earth prices have not been significantly affected by overseas market trends, and the outlook for future development is positive [1] - Capital expenditures for overseas zircon-titanium resource projects are mainly focused on infrastructure construction, which is within the company's financial capacity [1] - The company expects sustained growth in the production and sales of its main products and plans to adjust inventory strategies flexibly based on market trends to achieve stable production and enhanced efficiency [1]

Group 1 - The core viewpoint of the article highlights the recent research conducted by Shanghai Shifeng Asset Management on Shenghe Resources, revealing significant changes in the company's financial performance for 2024 and Q1 2025 [1] - Shenghe Resources is projected to have a revenue of 11.371 billion yuan in 2024, a decrease of 36.39% year-on-year, and a net profit attributable to shareholders of 207 million yuan, down 37.73% year-on-year [1] - In Q1 2025, the company achieved a revenue of 2.992 billion yuan, an increase of 3.66% year-on-year, and a net profit of 168 million yuan, showing a substantial growth of 178.09% year-on-year [1] Group 2 - The company continues to deepen its collaboration with Peak on the rare earth mining project in Tanzania and has successfully acquired Jiacheng Mining and African Resources Company to secure resources for the zircon-titanium industry chain [1] - The first production line of the Tanzania Fungoni project has been put into operation, with an expected annual processing capacity of 100,000 tons of heavy minerals by September 2025 [1] - The suspension of rare earth concentrate exports to China by MP Company is not expected to have a significant impact on Shenghe Resources' production and operations [1] Group 3 - Domestic rare earth prices have not been significantly affected by overseas market trends, with positive expectations for future development [1] - Capital expenditures for overseas zircon-titanium resource projects are primarily focused on infrastructure construction, which is within the company's financial capacity [1] - The company anticipates sustained growth in the production and sales volume of its main products and plans to adjust inventory strategies flexibly based on market trends to ensure stable production and enhanced profitability [1]