股票代码：600399 股票简称：抚顺特钢 编号：临 2023-043 一、原承诺的背景及具体内容 2016 年 10 月 10 日，大连市中级人民法院裁定公司控股股东东 1 北特殊钢集团有限责任公司（以下简称"东北特钢集团"）及其子公 司东北特钢集团大连特殊钢有限责任公司、东北特钢集团大连高合金 棒线材有限责任公司重整。2017 年 8 月 11 日，大连市中级人民法院 裁定锦程沙洲、本钢板材股份有限公司作为公司控股股东东北特钢集 团重整的投资人。2018 年 1 月 2 日，锦程沙洲签署了《收购报告书》， 通过东北特钢集团间接对公司实施控制。本次收购完成后，锦程沙洲 的实际控制人沈文荣先生控制的江苏沙钢股份有限公司的控股子公 司江苏沙钢集团淮钢特钢股份有限公司与公司在合金结构钢、碳素工 具钢、高合金工具钢等特殊钢子品种存在相同或相似的产品，但该等 产品的档次定位存在较大差异、销售地域上的重叠度不高、主要客户 不存在重合，因此，本次重整完成后公司仅在特殊钢业务的部分细分 领域新增部分同业竞争。为维护公司及公众股东的合法利益，根据上 市公司规范运作要求，锦程沙洲在《收购报告书》中承诺如下： （一）锦程沙洲、锦 ...

抚顺特殊钢股份有限公司独立董事专门会议 关于间接控股股东及实际控制人避免同业竞争承诺 延期履行事项的审核意见 根据《上海证券交易所股票上市规则》《上市公司独立董事管理 办法》及《公司章程》等有关规定，抚顺特殊钢股份有限公司（以 下简称"公司"）独立董事于 2023 年 9 月 11 日就公司间接控股股东 及实际控制人延期履行避免同业竞争承诺事项召开专门会议，审核 意见如下： 抚顺特殊钢股份有限公司独立董事 公司间接控股股东宁波梅山保税港区锦程沙洲股权投资有限公 司及实际控制人沈文荣先生延期履行避免同业竞争承诺事项符合中 国证监会《上市公司监管指引第 4 号——上市公司及其相关方承诺》 等法律法规和规范性文件的规定，符合公司目前的实际情况，不存 在损害公司及全体股东，特别是中小股东利益的情形。我们同意将 该事项提交公司第八届董事会第八次会议审核，同时，要求公司关 联董事回避对该议案的表决。 二〇二三年九月十一日 葛敏 兆文军 姚宏 ...

本公司及监事会全体成员保证公告内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏，并对其内容的真实性、准确性 和完整性承担个别及连带责任。 抚顺特殊钢股份有限公司（以下简称"公司"）第八届监事会第 六次会议于 2023 年 9 月 12 日以现场结合通讯方式召开，会议于 2023 年 9 月 10 日以书面和电子邮件方式通知全体监事。本次会议应出席 监事 3 名，实际出席监事 3 名。会议由监事会主席杜欣先生主持，会 议的召开符合《公司法》和《公司章程》的规定。会议审议通过了《关 于间接控股股东及实际控制人避免同业竞争承诺延期履行的议案》， 具体内容详见公司于 2023 年 9 月 13 日在《中国证券报》、《上海证券 报》以及上海证券交易所网站披露的《关于间接控股股东及实际控制 人避免同业竞争承诺延期履行的公告》（临 2023-043）。 表决结果：同意 2 票，反对 0 票，弃权 0 票，回避 1 票。 公司监事会认为：公司间接控股股东宁波梅山保税港区锦程沙洲 股权投资有限公司及实际控制人沈文荣先生延期履行避免同业竞争 承诺事项是根据《上市公司监管指引第 4 号——上市公司及其相关方 承诺》的相 ...

股票代码：600399 股票简称：抚顺特钢 编号：临 2023-041 抚顺特殊钢股份有限公司 第八届董事会第八次会议决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏，并对其内容的真实性、准确性 和完整性承担个别及连带责任。 抚顺特殊钢股份有限公司（以下简称"公司"）第八届董事会第 八次会议于 2023 年 9 月 12 日以现场结合通讯方式召开，会议于 2023 年 9 月 10 日以书面和电子邮件方式通知全体董事。本次会议应出席 董事 9 名，实际出席董事 9 名。会议由董事长孙立国先生主持，会议 的召开符合《公司法》和《公司章程》的规定。会议审议通过以下议 案： 一、《关于间接控股股东及实际控制人避免同业竞争承诺延期履 行的议案》 公司近日收到间接控股股东及实际控制人出具的《关于延期履行 避免同业竞争的承诺函》，公司间接控股股东及实际控制人根据中国 证监会《上市公司监管指引第 4 号——上市公司及其相关方承诺》的 相关规定和要求，结合解决同业竞争承诺的工作进展，拟将前次承诺 事项延期至 2028 年 12 月 31 日，本事项尚需提交股东大会审议。具 ...

股票代码：600399 股票简称：抚顺特钢 编号：临 2023-039 抚顺特殊钢股份有限公司 2023 年半年度经营数据公告 特此公告。 抚顺特殊钢股份有限公司董事会 二〇二三年八月十九日 本公司及董事会全体成员保证公告内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏，并对其内容的真实性、准确性 和完整性承担个别及连带责任。 根据《上海证券交易所上市公司自律监管指引第 3 号—行业信息 披露（第七号钢铁）》第二十二条的相关规定，抚顺特殊钢股份有限 公司现将 2023 年上半年的主要经营数据公告如下： | 产品名称 | 经营指标 | 2023 年 1-6 | 月 | 2022 年 1-6 | 月 | 增减情况（%） | | --- | --- | --- | --- | --- | --- | --- | | 合金结构 | 产量（万吨） | 12.76 | | 12.17 | | 4.85 | | 钢 | 销量（万吨） | 12.50 | | 12.67 | | -1.38 | | | 平均售价（元/吨，不含税） | 11,649.73 | | 11,162.55 | | 4.36 | | 工具钢 ...

证券代码：600399 证券简称：抚顺特钢 公告编号：临 2023-038 抚顺特殊钢股份有限公司 关于召开 2023 年半年度业绩说明会的公告 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、准确性和完整性承担法律责任。 重要内容提示： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 8 月 17 日(星期四) 至 8 月 23 日(星期 三)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或 通过公司邮箱进行提问。公司将在说明会上对投资者普遍关注的问 题进行回答。 抚顺特殊钢股份有限公司（以下简称"公司"）将于 2023 年 8 月 19 日发布公司 2023 年半年度报告，为便于广大投资者更全面深 入地了解公司 2023 年半年度经营成果、财务状况，公司计划于 2023 年 8 月 24 日 下午 15:00-16:00 举行 2023 年半年度业绩说明 会，就投资者关心的问题进行交流。 一、 说明会类型 本次投资者说明会以网络互动形式召开，公司将针对 2023 ...

Financial Position - Total current assets as of March 31, 2023, amounted to ¥6,394,170,439.62, a decrease from ¥6,487,069,431.76 as of December 31, 2022, reflecting a decline of approximately 1.43%[6] - Total liabilities as of March 31, 2023, were ¥2,669,948,714.42, down from ¥2,729,452,760.39, indicating a decrease of about 2.18%[9] - The company reported a total asset value of ¥11,785,430,212.05, slightly down from ¥11,787,611,253.41 as of December 31, 2022[9] - The company's total liabilities decreased to ¥5,670,776,161.91 from ¥5,733,238,004.20 in the previous year[11] - The total assets of the company were reported at ¥11,785,430,212.05, slightly down from ¥11,787,611,253.41 in the previous year[11] - The total equity attributable to shareholders increased to ¥6,114,654,050.14 from ¥6,054,373,249.21 year-over-year[11] - The total equity attributable to shareholders increased by 1.00% to 6,114,654,050.14 RMB compared to the previous year-end[28] Cash Flow - Cash and cash equivalents decreased to ¥1,199,767,371.74 from ¥1,783,106,313.81, representing a decline of about 32.66%[6] - Cash and cash equivalents at the end of the period were 428,707,825.97 RMB, down from 561,723,049.77 RMB at the end of the previous year[22] - The net cash flow from operating activities for Q1 2023 was -686,998,333.63 RMB, a significant decrease compared to 71,587,726.70 RMB in Q1 2022[20] - The cash inflow from investment activities was 202,755,400.00 RMB, compared to 114,595,719.58 RMB in the same period last year[22] - The cash outflow from investment activities totaled 110,623,166.03 RMB, a decrease from 576,693,678.93 RMB in Q1 2022[22] - The company reported a cash flow from financing activities net amounting to -18,820,869.54 RMB, contrasting with a positive flow of 76,232,602.68 RMB in the previous year[22] - The company experienced a decrease in cash flow due to increased inventory levels and bills receivable[29] Revenue and Profitability - Total operating revenue for Q1 2023 reached ¥2,008,580,081.26, an increase of 10.3% compared to ¥1,822,069,624.01 in Q1 2022[14] - Total operating costs for Q1 2023 were ¥1,967,388,708.30, up from ¥1,757,508,539.07 in Q1 2022, reflecting a year-over-year increase of 11.9%[14] - Net profit for Q1 2023 was ¥60,222,965.85, a decrease of 29.5% from ¥85,411,027.84 in Q1 2022[16] - Net profit attributable to shareholders decreased by 29.49% due to rising costs of raw materials and energy, leading to a decline in gross profit[29] - Net profit after deducting non-recurring gains and losses fell by 38.23%, reflecting similar cost pressures[29] - The company reported a gross profit margin of approximately 2.1% for Q1 2023, compared to 4.5% in Q1 2022[14] - Basic earnings per share were CNY 0.0305, reflecting a decrease of 29.49%[32] - Diluted earnings per share were also CNY 0.0305, down 29.49% compared to the previous year[32] - The weighted average return on equity was 0.99%, a decline of 0.46 percentage points[32] Shareholder Information - The number of common shareholders at the end of the reporting period was 76,745, with the largest shareholder holding 29.25% of shares[2] Inventory and Receivables - The company’s inventory as of March 31, 2023, was ¥2,666,655,891.80, compared to ¥2,548,998,600.12 in the previous year, reflecting an increase of approximately 4.62%[6] - Accounts receivable increased to ¥414,047,337.65 from ¥372,954,793.99, showing an increase of approximately 10.99%[6] - The company’s accounts payable decreased to ¥1,038,353,965.70 from ¥1,065,612,620.53, reflecting a decline of approximately 2.55%[9] Research and Development - Research and development expenses for Q1 2023 amounted to ¥100,567,711.71, slightly up from ¥98,078,432.73 in Q1 2022[14] Deferred Income - Deferred income increased to ¥196,646,385.40 from ¥190,259,798.79 in the previous year, indicating a growth of 3.5%[11] Non-Operating Income and Expenses - Non-operating income and expenses totaled CNY 20,342,771.28, with various components contributing to this figure[34]

Financial Performance - In Q1 2023, the company's operating revenue reached ¥2,008,580,081.26, representing a year-on-year increase of 10.24%[16] - The net profit attributable to shareholders decreased by 29.49% to ¥60,222,965.85, primarily due to rising raw material and energy costs leading to a decline in gross profit[16] - The net profit attributable to shareholders after deducting non-recurring gains and losses fell by 38.23% to ¥39,880,194.57[16] - The basic earnings per share decreased by 29.49% to ¥0.0305[16] - The diluted earnings per share also decreased by 29.49% to ¥0.0305[16] - The company reported a decrease in contract liabilities from RMB 356,248,810.40 to RMB 272,193,742.92, a decline of approximately 23.5%[24] - The company recorded a total profit of 59,297,965.81 RMB in Q1 2023, down from 87,202,594.51 RMB in Q1 2022, a decrease of about 32.0%[36] - The company's net profit for Q1 2023 was 60,222,965.85 RMB, down from 85,411,027.84 RMB in Q1 2022, indicating a decrease of about 29.5%[38] Cash Flow and Liquidity - The net cash flow from operating activities was reported at -¥686,998,333.63, indicating a decrease due to increased inventory and bill receivables[16] - In Q1 2023, the company reported a net cash flow from operating activities of -686,998,333.63 RMB, a significant decline compared to 71,587,726.70 RMB in Q1 2022[32] - The company’s cash inflow from operating activities was 1,213,390,938.58 RMB in Q1 2023, down from 1,640,326,870.10 RMB in Q1 2022, a decrease of approximately 26.0%[32] - The company’s cash outflow from operating activities increased to 1,900,389,272.21 RMB in Q1 2023, compared to 1,568,739,143.40 RMB in Q1 2022, an increase of approximately 21.09%[32] - Cash inflow from investment activities totaled 202,755,400.00 RMB in Q1 2023, compared to 114,595,719.58 RMB in Q1 2022, marking an increase of about 76.67%[32] - The net increase in cash and cash equivalents was a decrease of $614,746,848.40, compared to a decrease of $316,899,873.32 in the previous period[39] - The ending balance of cash and cash equivalents was $428,707,825.97, down from $561,723,049.77 in the previous period[39] Assets and Liabilities - The total assets at the end of Q1 2023 were ¥11,785,430,212.05, a slight decrease of 0.02% compared to the end of the previous year[17] - The equity attributable to shareholders increased by 1.00% to ¥6,114,654,050.14 compared to the end of the previous year[17] - Non-current assets totaled RMB 5,391,259,772.43, up from RMB 5,300,541,821.65, indicating an increase of about 1.7%[24] - Current liabilities decreased to RMB 2,669,948,714.42 from RMB 2,729,452,760.39, a reduction of about 2.2%[24] - Non-current liabilities totaled RMB 3,000,827,447.49, a slight decrease from RMB 3,003,785,243.81, showing a decline of approximately 0.1%[24] - Long-term borrowings remained stable at RMB 2,541,805,385.81, showing minimal change from RMB 2,541,801,983.03[24] Inventory and Operational Focus - The company reported a significant increase in inventory, which rose to ¥2,666,655,891.80 from ¥2,548,998,600.12 in the previous year[20] - The company is focused on expanding its market presence and enhancing its product offerings, although specific new products or technologies were not detailed in the provided content[24] Tax and Other Financial Metrics - The company’s tax expenses for Q1 2023 were -925,000.04 RMB, compared to 1,791,566.67 RMB in Q1 2022, indicating a significant reduction in tax liabilities[36] - The company’s investment income received in Q1 2023 was 2,755,400.00 RMB, compared to 769,719.58 RMB in Q1 2022, representing an increase of about 257.0%[32] Reporting and Oversight - The first quarter report was released on April 20, 2023[42] - The financial report was overseen by the company’s responsible personnel, including the accounting work supervisor and accounting institution head[43]

Corporate Governance and Meetings - The company held a total of 6 board meetings during the reporting period, with 3 conducted via communication methods and 3 combining on-site and communication methods [3]. - The strategic and investment committee held 1 meeting to discuss the investment in technology renovation projects, emphasizing the importance of timely project completion [6]. Training and Employee Development - A total of 914 training sessions were conducted in 2022, with 47,046 participants, aimed at enhancing management and employee skills [9]. - The company plans to continue multi-level training in 2023 to further enhance employee skills and support corporate development [9]. - The company has established a comprehensive compensation structure for management, combining basic salary, performance bonuses, and benefits [9]. - The company has implemented a performance-oriented salary system for middle and senior management, reflecting efficiency and fairness [9]. Environmental Commitment - The company has committed to reducing carbon emissions as part of its strategy to achieve carbon peak by 2030 and carbon neutrality by 2060, implementing various energy-saving measures [19]. - The company has completely phased out the use of coal as a fuel source by shutting down two 35-ton coal-fired boilers, marking a significant step towards clean and low-carbon combustion [20]. - The company reduced carbon emissions by 62,303 tons through measures such as shutting down coal-fired boilers [38]. - The company has established an environmental protection mechanism and complies with pollution discharge permit limits [34]. - The company has invested 82.42 million RMB in environmental protection funds during the reporting period [34]. - The company is focused on optimizing processes to reduce energy consumption and pollution emissions through technical renovations [19]. Legal Matters and Litigation - The company has faced a total of 4,052 lawsuits from minority shareholders, with a total compensation claim amounting to 298.62 million RMB; 12.23 million RMB has been paid out in settled cases [50]. - The company is currently involved in several lawsuits, including a claim for 2.12 million RMB in construction payments and interest, with the first instance trial already held [50]. - The company has a pending lawsuit regarding the return of 910 kilograms of tin-based alloy valued at 266,630 RMB, with an appeal filed [50]. - The company has reported a first-instance judgment requiring it to pay 1.74 million RMB in principal and interest to a plaintiff, with mediation reached on March 30, 2023 [50]. - The company has ongoing litigation involving claims amounting to approximately 409.98 million yuan, with a first-instance judgment confirming the bank's ordinary bankruptcy claim against the company [61]. - The company has no significant litigation or arbitration matters pending that could affect its financial position [32]. - The company is awaiting the court's decision on several ongoing lawsuits, with no significant debts due that remain unpaid [32]. - The company recognized a provision for expected liabilities of CNY 96.22 million due to a court ruling related to bankruptcy claims [137]. - The company has faced a total of 4,052 lawsuits related to securities false statements, with a total claim amount of CNY 298.62 million [137]. - The company has compensated CNY 119.75 million to 3,967 shareholders regarding the aforementioned lawsuits [137]. Financial Performance - The total revenue for the current period is CNY 6,612,081,961.76, representing a 12.69% increase compared to CNY 5,867,446,660.54 in the same period last year [91]. - The net profit for the year was 197 million RMB, a significant decrease of 74.92% compared to the previous year [151]. - The basic earnings per share for 2022 was CNY 0.10, a decrease of 75.00% compared to CNY 0.40 in 2021 [128]. - The diluted earnings per share for 2022 was also CNY 0.10, reflecting a 75.00% decline from the previous year [128]. - The weighted average return on equity decreased to 3.30% in 2022, down 11.04 percentage points from 14.34% in 2021 [128]. - The company reported a significant increase in estimated liabilities by 6709.01%, primarily due to a lawsuit provision [97]. - The company's cash and cash equivalents increased by 54.64%, primarily due to the redemption of entrusted financial management products [97]. - The company's accounts receivable increased by 100%, attributed to the holding of commercial acceptance bills [97]. - The gross profit margin for profile products decreased from 19.36% to 14.09% [104]. - The total assets of Fushun Special Steel Co., Ltd. are CNY 1,805,144,601.80, with a net profit of CNY 175,598,768.79 for the year [112]. - The company plans to expand its market presence and invest in new projects, as indicated by a 40.67% increase in construction in progress [97]. - The company has not experienced any major changes in its development strategy during the reporting period [108]. - The company’s revenue and profit performance are expected to be impacted by ongoing legal proceedings and provisions made [137]. Production and Capacity - In 2022, the company achieved a steel production of 613,900 tons, a year-on-year decrease of 11.22% [151]. - The company has ongoing projects aimed at increasing production capacity by approximately 42,800 tons through the construction of new facilities and technology upgrades, expected to be completed by 2024 [86]. - The company completed the construction of a new 7,000-ton forging machine and a 30-ton vacuum self-consumption furnace, which were put into production as planned [153]. - The company has completed the installation of three out of twelve new electric arc furnaces, with the remaining expected to be operational by June 2023 [86]. - The company’s high-end product capacity utilization remains high, indicating strong operational efficiency and market demand [86]. - The company is currently implementing a series of technical upgrades and new projects to enhance its production capabilities and product offerings, which are expected to positively impact future growth [86]. - The production of induction steel increased by 3.5% year-on-year, and self-consumed steel production rose by 8.5% [152]. - The company produced 456,673 tons of special steel, a decrease of 17.06% compared to the previous year [199]. - The sales volume of special steel reached 463,823 tons, down 14.11% year-on-year [199]. - The inventory of special steel stood at 45,620 tons, reflecting a reduction of 13.55% from the previous year [199]. Research and Development - Research and development expenses amounted to 382.63 million RMB, representing a 23.88% increase from the previous year [178]. - The company developed 271 new products and acquired 256 new customers during the reporting period [176]. - The company conducted 56 domestic substitution projects and 47 product certification projects in 2022 [176]. - The company has ongoing research projects totaling 58, with 31 from the National Defense Science and Technology Industry Administration [176]. - The company participated in 58 national projects and completed 9, while also obtaining 20 authorized patents during the year [152]. Market and Industry Trends - The automotive industry accounted for approximately 40% of the domestic special steel demand, which was negatively impacted by the economic downturn [154]. - The overall operating efficiency of the special steel industry has declined due to high raw material prices and falling steel prices in the second half of the year [193]. - The company experienced a general decline in demand from downstream industries such as automotive and engineering machinery due to economic downturns [193]. - The global crude steel production in 2022 was 1.832 billion tons, a decrease of 4.3% year-on-year, with China's production at 1.013 billion tons, down 2.1% [154]. Strategic Partnerships and Recognition - The company has formed stable strategic cooperation relationships with its controlling shareholder, which helps reduce operating costs and expand product range [53]. - The company has established long-term stable partnerships with key clients such as China Commercial Aircraft Corporation and Shaanxi Fast Gear [195]. - The company has received multiple quality awards, including the National Defense Science and Technology Progress First Prize in 2015 [195]. - The company is recognized as a high-tech enterprise and has a national-level technology center [195]. - The company has participated in drafting several national standards, including three military standards [195]. - The company is part of the Shagang Group and is recognized as one of the most influential special steel enterprises in China [193].

股票代码：600399 股票简称：抚顺特钢 编号：临 2023-020 抚顺特殊钢股份有限公司 关于召开 2022 年度业绩说明会的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏，并对其内容的真实性、准确性 和完整性承担个别及连带责任。 重要内容提示： 会议召开时间：2023 年 4 月 28 日（星期五）下午 15:00-16:00 会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于本公告披露日后至 4 月 27 日(星期四)16:00 前登录 上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱进行 提问。公司将在说明会上对投资者普遍关注的问题进行回答。 三、 参加人员 总经理孙立国先生、董事会秘书祁勇先生、财务总监吴效超先生、 独立董事兆文军先生。 四、投资者参加方式 （一）投资者可在 2023 年 4 月 28 日下午 15:00-16:00，通过互 联网登录上证路演中心（http://roadshow.sseinfo.com/），在线参 与本 ...