申万宏源证券承销保荐有限责任公司 关于宁波梅山保税港区锦程沙洲股权投资有限公司 要约收购 抚顺特殊钢股份有限公司 之 财务顾问报告 收购方财务顾问 二〇二五 年 八 月 申万宏源承销保荐关于宁波梅山保税港区锦程沙洲股权投资有限公司要约收购抚顺特殊钢股份有限公司之财务顾问报告 重要提示 本部分所述的词语或简称与本财务顾问报告"释义"部分所定义的词语或简 称具有相同的含义。 1、本次要约收购的收购主体为锦程沙洲，要约收购的目的是基于锦程沙洲 发展战略以及对上市公司价值及其未来发展前景的认同，通过本次要约收购进一 步提升对上市公司的持股比例，增强上市公司股权结构稳定性。本次要约类型为 主动要约，并非履行法定要约收购义务。 2、截至本财务顾问报告签署之日，锦程沙洲及其一致行动人合计持有上市 公司591,510,944股无限售条件流通股，占上市公司总股本29.99%，其中：锦程沙 洲直接持有上市公司11,434,500股无限售条件流通股，占上市公司总股本的0.58%； 东北特钢持有上市公司275,876,444股无限售条件流通股，占上市公司总股本的 13.99%；沙钢集团持有上市公司304,200,000股无限售条件流 ...

Market Performance - The special steel sector increased by 0.79% on August 5, with Fangda Special Steel leading the gains [1] - The Shanghai Composite Index closed at 3617.6, up 0.96%, while the Shenzhen Component Index closed at 11106.96, up 0.59% [1] Individual Stock Performance - Fangda Special Steel (600507) closed at 6.14, up 4.96% with a trading volume of 624,900 shares and a transaction value of 378 million [1] - Xianglou New Material (301160) closed at 66.37, up 4.85% with a trading volume of 70,400 shares and a transaction value of 466 million [1] - Other notable performers include Taigang Stainless Steel (000825) up 1.44% and Zhongxin Special Steel (000708) up 1.17% [1] Capital Flow Analysis - The special steel sector experienced a net outflow of 276 million from institutional investors, while retail investors saw a net inflow of 275 million [2] - The overall capital flow indicates that retail investors are more active in the special steel sector compared to institutional investors [2] Detailed Capital Flow for Selected Stocks - Fangda Special Steel had a net outflow of 47.84 million from institutional investors, while retail investors contributed a net inflow of 40.43 million [3] - Jiuli Special Materials (002318) saw a net inflow of 10.69 million from institutional investors and a net outflow of 27.48 million from retail investors [3] - Other stocks like Zhongxin Special Steel and Taigang Stainless Steel also showed mixed capital flows, with varying levels of institutional and retail participation [3]

Investment Rating - The report maintains a "Buy" rating for several companies in the steel sector, including Hualing Steel, Baosteel, Nanjing Steel, and others, indicating a positive outlook for their performance [3][4]. Core Insights - The macroeconomic environment is stabilizing, with demand entering a seasonal lull. The political bureau meeting emphasized "anti-involution" and the need for orderly competition in key industries, shifting focus from price increases to rational competition and profit improvement [3][4]. - Short-term steel demand is expected to decline seasonally, leading to potential price corrections. However, long-term capacity governance remains a key theme, with expectations for improved profitability in steel companies as supply dynamics optimize [3][4]. - The report highlights a mixed performance in steel production and inventory levels, with total steel production rising to 8.67 million tons, while social inventory increased by 153,400 tons to 9.41 million tons [2][3]. Summary by Sections Price Trends - As of August 1, steel prices have decreased, with rebar priced at 3,350 CNY/ton (down 100 CNY), hot-rolled steel at 3,430 CNY/ton (down 120 CNY), and cold-rolled steel at 3,860 CNY/ton (down 40 CNY) [1][10][11]. Production and Inventory - Total production of five major steel products reached 8.67 million tons, with rebar production decreasing by 9,000 tons to 2.11 million tons. Social inventory rose by 153,400 tons to 9.41 million tons, indicating a mixed inventory situation [2][3]. Profitability - Steel profitability showed fluctuations, with long-process rebar and hot-rolled steel margins changing by +20 CNY/ton and -14 CNY/ton respectively. Short-process electric arc furnace steel margins increased by +38 CNY/ton [1][3]. Investment Recommendations - The report recommends several companies for investment, including Hualing Steel, Baosteel, Nanjing Steel in the flat steel sector, and Xianglou New Materials, CITIC Special Steel in the special steel sector, among others [3][4].

Group 1 - The total salary of A-share listed company secretaries in 2024 reached 4.086 billion yuan, with an average annual salary of 754,300 yuan [1] - Among the 44 listed steel companies, the age distribution of secretaries shows that those aged 40-50 constitute 48%, while those over 50 account for 26% [1][3] - The highest salary among secretaries exceeds 1.5 million yuan, with notable individuals earning 2.217 million yuan, 2.1794 million yuan, and 1.9774 million yuan [7] Group 2 - In terms of educational background, all secretaries in the steel industry hold at least a bachelor's degree, with 51% holding a bachelor's degree, 47% a master's degree, and 2% a doctoral degree [3] - The salary distribution for steel company secretaries shows that 48% earn below 500,000 yuan, while 34% earn between 500,000 and 1 million yuan [5] - The frequency of investor meetings varies significantly, with 52% of companies hosting fewer than 10 meetings annually, while 16% host between 300 and 1,000 meetings [9]

证券之星消息，7月30日特钢板块较上一交易日上涨0.34%，西宁特钢领涨。当日上证指数报收于 3615.72，上涨0.17%。深证成指报收于11203.03，下跌0.77%。特钢板块个股涨跌见下表： 从资金流向上来看，当日特钢板块主力资金净流入1285.69万元，游资资金净流入101.03万元，散户资金 净流出1386.73万元。特钢板块个股资金流向见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 600117 | 西宁特钢 | 4.20 | 9.95% | 240.61万 | 10.03亿 | | 002443 | 金洲管道 | 6.96 | 1.90% | 18.06万 | 1.24亿 | | 002318 | 久立特材 | 23.02 | 0.48% | 10.45万 | 2.41亿 | | 000825 | 太钢不锈 | 4.38 | 0.46% | 1 74.63万 | 3.30亿 | | 002075 | 沙钢股份 | 6.12 | 0.16% | 43.29万 | 2.66 ...

Investment Rating - The report maintains an "Overweight" rating for the steel industry [5]. Core Viewpoints - Demand is expected to gradually bottom out, while supply-side adjustments are beginning to show, indicating that the steel industry is slowly emerging from its low point [3]. - The report anticipates that if supply policies are implemented, the speed of supply contraction will accelerate, leading to a quicker recovery in the industry [3]. - The profitability of steel companies has improved, with the average gross profit per ton of rebar rising to 330.1 CNY/ton, an increase of 131.5 CNY/ton [36]. Summary by Sections Steel Market Overview - Last week, the apparent consumption of five major steel products was 8.6813 million tons, a decrease of 1.98 million tons week-on-week [24]. - The total inventory of steel was 13.365 million tons, down 1.16 million tons week-on-week, maintaining the lowest level for the same period in recent years [5]. - The operating rate of blast furnaces among 247 steel mills was 83.46%, unchanged from the previous week [32]. Raw Materials - The spot price of iron ore increased by 4 CNY/ton to 779 CNY/ton, a rise of 0.52% [48]. - The total inventory of iron ore at ports rose to 137.9038 million tons, a slight increase of 0.04% [49]. - The average available days of imported iron ore for 64 domestic steel companies increased to 21 days, up by 1 day from the previous week [49]. Profitability and Production - The average gross profit for hot-rolled coils rose to 244.1 CNY/ton, an increase of 113.5 CNY/ton [36]. - The profitability rate of 247 steel companies was 63.64%, up 3.47% from the previous week [32]. - The total steel production last week was 8.6697 million tons, a decrease of 1.22 million tons week-on-week [33]. Recommendations - The report recommends focusing on companies with leading technology and product structures, such as Baosteel and Hualing Steel, as well as low-cost firms like Fangda Special Steel and New Steel [5].

Group 1 - The stock price of Fushun Special Steel (600399) closed at 5.77 yuan on July 29, 2025, with an increase of 1.05% and a turnover rate of 2.89% [1] - The company experienced a net outflow of main funds amounting to 27.43 million yuan, accounting for 8.41% of the transaction amount, with significant outflows from large orders [1] - For Q1 2025, Fushun Special Steel reported total operating revenue of 1.756 billion yuan, a year-on-year decrease of 15.25%, and a net profit attributable to shareholders of 125.24 million yuan, down 209.33% year-on-year [1] Group 2 - Fushun Special Steel has made investments in 18 enterprises and participated in 2,110 bidding projects [2] - The company holds 1 trademark and 174 patents, along with 602 administrative licenses [2] - Fushun Special Steel was established in 1999 and primarily engages in the black metal smelting and rolling processing industry [1][2]

Market Overview - The Shanghai Composite Index closed at 3609.71 points, above the annual line, with a change of 0.33% [1] - The total trading volume of A-shares reached 18293.09 billion yuan [1] Stocks Breaking Annual Line - A total of 26 A-shares have surpassed the annual line today, with notable stocks including Sinochem International, Dier Laser, and Blue Arrow Electronics, showing divergence rates of 8.45%, 4.04%, and 2.76% respectively [1] - Stocks with smaller divergence rates that just crossed the annual line include Weimob Communication, Huaibei Mining, and Tongxiang Technology [1] Top Stocks by Divergence Rate - The top three stocks with the highest divergence rates are: - Sinochem International: 10.10% increase, latest price 4.25 yuan, divergence rate 8.45% [1] - Dier Laser: 4.31% increase, latest price 60.98 yuan, divergence rate 4.04% [1] - Blue Arrow Electronics: 2.94% increase, latest price 21.68 yuan, divergence rate 2.76% [1] Additional Notable Stocks - Other notable stocks with significant performance include: - Guangfeng Technology: 3.97% increase, latest price 15.72 yuan, divergence rate 2.62% [1] - Foster: 10.04% increase, latest price 14.69 yuan, divergence rate 2.44% [1] - I Love My Home: 2.56% increase, latest price 3.21 yuan, divergence rate 2.39% [1]

Market Performance - The special steel sector increased by 1.9% on July 29, with Xining Special Steel leading the gains [1] - The Shanghai Composite Index closed at 3609.71, up 0.33%, while the Shenzhen Component Index closed at 11289.41, up 0.64% [1] Individual Stock Performance - Xining Special Steel (600117) closed at 3.82, up 10.09% with a trading volume of 4.0612 million shares and a turnover of 1.446 billion yuan [1] - Xianglou New Material (301160) closed at 65.00, up 8.91% with a trading volume of 81,200 shares and a turnover of 501 million yuan [1] - Shengde Zhengtai (300881) closed at 40.75, up 5.41% with a trading volume of 82,800 shares and a turnover of 329 million yuan [1] - Fangda Special Steel (600507) closed at 5.93, up 3.85% with a trading volume of 1.7292 million shares and a turnover of 427 million yuan [1] - Other notable performances include Taigang Stainless Steel (000825) up 2.59% and CITIC Special Steel (000708) up 1.42% [1] Capital Flow Analysis - The special steel sector experienced a net outflow of 44.0156 million yuan from main funds, while retail funds saw a net inflow of 131 million yuan [2] - The individual stock capital flow indicates that Xianglou New Material had a main fund net inflow of 72.1603 million yuan, while Fangda Special Steel had a net inflow of 62.5260 million yuan [3] - Conversely, stocks like Jiu Li Special Materials (002318) and Fushun Special Steel (600399) experienced significant net outflows from main funds [3]

Core Viewpoint - The A-share market shows a slight increase with the Shanghai Composite Index at 3601.27 points, reflecting a 0.09% change, and a total trading volume of 1.449 trillion yuan [1] Group 1: Market Performance - As of the latest data, 15 A-shares have surpassed their annual moving average, indicating positive market sentiment [1] - The stocks with the highest deviation rates from their annual lines include Sinochem International at 8.45%, Blue Arrow Electronics at 3.04%, and Dier Laser at 2.27% [1] Group 2: Individual Stock Analysis - Sinochem International (600500) experienced a daily increase of 10.10% with a turnover rate of 1.95%, latest price at 4.25 yuan [1] - Blue Arrow Electronics (301348) rose by 3.23% with a turnover rate of 9.54%, latest price at 21.74 yuan [1] - Dier Laser (300776) saw a 2.53% increase with a turnover rate of 2.75%, latest price at 59.94 yuan [1] Group 3: Other Notable Stocks - Foster (603806) increased by 9.66% with a turnover rate of 4.13%, latest price at 14.64 yuan [1] - Zhifei Biological (300122) rose by 6.33% with a turnover rate of 7.81%, latest price at 25.02 yuan [1] - Other stocks with minor deviations include I Love My Family (000560) and Baijun Medical (688198), with deviations of 1.76% and 1.13% respectively [1]