2025 年第二次临时股东大会会议资料 厦门钨业股份有限公司 2025 年第二次临时股东大会 会议资料 董秘办编制 2025 年 9 月 1 / 117 2025 年第二次临时股东大会会议资料 目 录 | 关于召开 2025 | 年第二次临时股东大会的通知 3 | | --- | --- | | 议案一：关于修订《公司章程》的议案 | 9 | | 议案二：关于修订《股东大会议事规则》的议案 | 59 | | 议案三：关于修订《董事会议事规则》的议案 | 74 | | 议案四：关于取消监事会及废止《监事会议事规则》的议案 | 81 | | 议案五：关于修订《募集资金管理办法》的议案 | 82 | | 议案六：未来三年（2025 | 年-2027 年）股东回报规划 91 | | 议案七：关于新增关联方并调整 | 年度日常关联交易预计的议案 95 2025 | | 议案八：关于与新增关联方签订日常关联交易框架协议的议案 | 113 | 2 / 117 2025 年第二次临时股东大会会议资料 厦门钨业股份有限公司 关于召开 2025 年第二次临时股东大会的通知 一、 召开会议的基本情况 (一) 股东大会类型和届次 2 ...

每经AI快讯，"A股绿色报告"项目监控到的数据显示，厦门钨业（SH600549）控股子公司九江金鹭硬质合金有限公司九江金鹭高性 能硬质合金智能制造项目环评审批获原则同意。该项目总投资额达2.55亿元。该审批信息于2025年8月15日被相关监管机构披露。 "A股绿色报告"项目由每日经济新闻联合环保领域知名NGO公众环境研究中心（IPE）共同推出，旨在让上市公司环境信息更加阳光 透明。本项目基于31个省（区、市）、337个地级市政府发布的权威环境监管数据，筛选监控上市公司及其旗下公司（包括分公司、 参股公司和控股公司）的环境表现，加以专业数据分析及深入解读，每日智能写作及时发布上市公司AI绿报，每周推出A股绿色周 报，定期动态更新上市公司环境风险榜。 上期（总第213期）A股绿色周报显示，共有4家上市公司在近期暴露了环境风险。 2025年半年报显示，厦门钨业的主营业务为钨钼等有色金属制品业、电池材料、稀土业务、房地产及配套管理，占营收比例分别 为：46.21%、39.28%、14.36%、0.14%。 | 市值(亿元) | 时间 | 2023Y | 2024Y | 2025H1 | | --- | --- | - ...

Market Overview - On September 5, the small metals sector rose by 3.22% compared to the previous trading day, with Dongfang Tantalum leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Individual Stock Performance - Dongfang Silver Industry (000962) closed at 22.55, up 10.00% with a trading volume of 267,200 shares and a transaction value of 581 million [1] - Zhongkuang Resources (002738) closed at 42.56, up 7.58% with a trading volume of 454,700 shares and a transaction value of 1.895 billion [1] - Shenghe Resources (600392) closed at 22.90, up 5.58% with a trading volume of 1,306,200 shares and a transaction value of 2.936 billion [1] - Other notable performers include Dongfang Cuo Industry (002167) up 5.00%, Jintian Titanium Industry (688750) up 4.68%, and Tin Industry Co. (000960) up 3.88% [1] Capital Flow Analysis - The small metals sector experienced a net outflow of 161 million from institutional investors and 101 million from speculative funds, while retail investors saw a net inflow of 262 million [1] - Shenghe Resources (600392) had a net inflow of 1.16 billion from institutional investors, while it faced a net outflow of 1.44 billion from speculative funds [2] - Xiamen Tungsten (600549) reported a net inflow of 88.79 million from institutional investors but a net outflow of 10.35 million from speculative funds [2] - Dongfang Cuo Industry (002167) had a net inflow of 67.50 million from institutional investors, with a net outflow of 47.39 million from speculative funds [2]

Group 1: Liquidity and Performance of Rare Metal ETFs - The rare metal ETF had an intraday turnover of 6.52%, with a transaction volume of 144 million yuan [2] - Over the past week, the average daily transaction volume of the rare metal ETF reached 228 million yuan, ranking first among comparable funds [2] - The rare metal ETF's scale increased by 68.32 million yuan in the past week, achieving significant growth and ranking first among comparable funds [2] - The latest share count of the rare metal ETF reached 2.992 billion shares, a new high since its inception, also ranking first among comparable funds [2] - In the last five days, the rare metal ETF experienced continuous net inflows, with a maximum single-day net inflow of 116 million yuan, totaling 333 million yuan [2] - As of September 4, 2025, the net value of the rare metal ETF increased by 77.68% over the past year, ranking 433 out of 3004 in the index stock fund category, placing it in the top 14.41% [2] - The highest monthly return since inception for the rare metal ETF was 24.02%, with the longest consecutive monthly increase being four months and a maximum increase of 58.56% [2] - The average return during the rising months was 8.77%, and the annualized excess return over the benchmark for the past three months was 9.14% [2] Group 2: Market Trends and Company Performance - The rare metal sector is experiencing multiple favorable factors, with rising rare earth prices improving the profitability of related companies [3] - Shenghe Resources reported significant year-on-year growth in rare earth and rare metal production and sales for the first half of 2025, driven by changes in market supply and demand dynamics [3] - The gross profit margin for Shenghe Resources reached 8.42% in H1 2025, an increase of 6.95 percentage points year-on-year, with Q2 2025 gross profit margin at 8.84%, up 5.82 percentage points year-on-year [3] - The company is strengthening its rare earth industry chain layout through a diversified raw material supply assurance system, indicating potential for continued performance improvement [3] - CITIC Construction pointed out that the monetary easing from the Federal Reserve and domestic policies aimed at optimizing production factors are conducive to the upward transmission of metal prices to downstream sectors [3] - The valuation of the industrial metal sector is currently low, suggesting potential for upward correction [3] - The top ten weighted stocks in the CSI Rare Metal Theme Index account for 57.58% of the index, including companies like Northern Rare Earth, Luoyang Molybdenum, and Ganfeng Lithium [3]

Summary of Tungsten Industry Research Industry Overview - The global tungsten resource reserves are approximately 4.6 million tons, with China accounting for about half, contributing 83% of the annual production of around 80,000 metal tons [1][4] - The domestic tungsten industry is highly concentrated, with major players like China Minmetals, China Tungsten and Hightech, Xiamen Tungsten, and Jiangxi Tungsten Group holding 60% of the national capacity [1][6] Key Points and Arguments - **Production Control**: China implements total control over tungsten mining, with a 6% decrease in the first half of 2025 compared to the previous year due to small mines not requiring quotas and underutilization of quotas [1][5] - **Cost Structure**: The complete cost for leading domestic companies ranges from 60,000 to 70,000 RMB per ton, while some companies have costs between 90,000 to 110,000 RMB per ton [1][8] - **Export and Import Dynamics**: China prohibits the export of raw tungsten but allows limited imports, with imports in the first half of 2025 reaching 7,306 tons, a 65% increase year-on-year [1][9] - **Demand Growth**: National tungsten consumption is expected to reach 70,000 metal tons in 2024, a 3.5% increase, with hard alloys accounting for 60% of this demand [1][10] Market Trends - **Hard Alloy Applications**: The hard alloy sector is projected to grow, with production nearing 60,000 tons in 2024, reflecting a 10% year-on-year increase [1][11] - **High-frequency Tracking Indicators**: Demand for hard alloys is tracked through macro indicators such as PMI index, machine tool production, and excavator output [1][12] - **Domestic Market Dynamics**: The domestic hard alloy tool market is expanding, with significant market share held by companies like China Tungsten and Xiamen Tungsten, although foreign companies still dominate revenue [1][13] Future Projections - **Supply-Demand Gap**: A projected supply-demand gap of 2,600 tons in global tungsten supply is expected to persist into 2026 due to delays in new project launches and a recovery in global manufacturing [1][16] - **Strategic Developments**: Xiamen Tungsten plans to increase tungsten concentrate production by 3,200 tons and is exploring new reserves, aiming for a total capacity of 22,000 tons by 2026 [1][18] Company-Specific Insights - **Xiamen Tungsten**: This leading company is expanding its tungsten mining capacity and downstream processing, with a focus on increasing tungsten wire penetration in the photovoltaic sector [1][3][14] - **Dongwu High-Tech**: The company is enhancing its tungsten mining operations and has plans to increase production capacity significantly by 2027 [1][19][20] Investment Considerations - **Stock Correlation**: The stock performance of tungsten industry companies is closely linked to tungsten concentrate prices and downstream demand, particularly in integrated companies like China Tungsten and Hightech [1][21]

Group 1 - The rare earth permanent magnet sector in the A-share market has seen a significant decline, with companies like China Rare Earth and Shenghe Resources approaching their daily limit down [1] - Northern Rare Earth has dropped over 8%, while Tongcheng New Materials has decreased by more than 7% [1] - Other companies such as Aishi Chuang, Xiamen Tungsten, Guangsheng Nonferrous, and Youyan New Materials have all experienced declines exceeding 6% [1]

Market Overview - The non-ferrous metal sector has seen a strong rebound, with the Shenwan Non-Ferrous Metal Index rising by 8.59% over the past two weeks, ranking fifth among 31 primary industries [7] - The market has shown significant structural differentiation, with small metals, precious metals, and new materials performing particularly well, while rare earths, copper, and aluminum have attracted substantial capital [1][2] Precious Metals - Gold and silver prices have strengthened, with COMEX gold closing at $3,516 per ounce, reflecting a year-to-date increase of 31.63%, while silver has risen by 35.88% [1][17] - The demand for gold from global central banks continues to rise, enhancing its financial attributes, leading to increased investment in companies like Shandong Gold, Zhongjin Gold, and Hunan Gold [1][17] Industrial Metals - Copper prices have shown a strong upward trend, with LME copper settling at $9,805 per ton, up 12.89% year-to-date, driven by expectations of increased infrastructure investment and demand from the renewable energy sector [2][23] - Aluminum prices are constrained by production capacity limits, with domestic electrolytic aluminum capacity reaching 44 million tons, while demand from the new energy sector remains robust [2][27] Rare Earths - The rare earth sector has experienced a strong performance, with the rare earth price index rising by 6.39% over the past two weeks and 37.44% year-to-date [2][41] - Recent policy changes have tightened supply controls, benefiting companies like China Rare Earth, Northern Rare Earth, and Shenghe Resources [2][41][55] Small Metals - The small metals sector has seen significant price increases, with black tungsten concentrate prices rising by 24.26% over the past two weeks and 75.52% year-to-date [3][30] - Tin prices have also increased due to raw material shortages and recovering semiconductor demand, benefiting companies like Tin Industry Co., Huaxi Nonferrous Metals, and Xingye Silver Tin [3][31] Energy Metals - The energy metals sector has shown mixed performance, with electrolytic cobalt prices rising by 1.33% over the past two weeks and 86.71% year-to-date, while lithium carbonate prices have decreased by 3.69% in the short term but remain positive year-to-date [3][47][49] - Companies like Zijin Mining, Ganfeng Lithium, and Huayou Cobalt are positioned well across multiple supply chains, benefiting from low inventory and downstream replenishment demand [3][47] Fund Flow and Market Sentiment - The non-ferrous metal ETF has seen record trading volumes, with significant inflows into rare earth and copper sectors, indicating strong market sentiment and recognition of the sector's growth potential [3][56] - The market is shifting towards low-valuation, high-growth segments, with leading companies benefiting from favorable conditions [3][56]

Report Summary Company Events - **New Borrowings**: - As of the end of Q2 2025, China Railway Construction Investment Group Co., Ltd. had a new borrowing balance of 20.464 billion yuan, accounting for 51.61% of the net assets at the end of the previous year [2]. - As of June 30, 2025, China Railway Construction Corporation Limited had a cumulative new borrowing of 116.674 billion yuan, accounting for 27.61% of the net assets at the end of 2024 [2]. - As of the end of the second quarter, Shaanxi Financial Holding Group Co., Ltd. had a new borrowing balance of 4.015 billion yuan, accounting for 24.60% of the net assets at the end of the previous year [2]. - As of June 30, 2025, Pinghu State - owned Assets Holding Group Co., Ltd. had a cumulative new borrowing of 11.872 billion yuan, accounting for 31.70% of the net assets of 37.449 billion yuan at the end of 2024 [2]. - **External Guarantee Growth**: - As of the end of June 2025, the external guarantee balance of Suqian Canal Port Area Development Group Co., Ltd. was 5.5789083 billion yuan, with a new increase of 1.8564613 billion yuan compared to the end of 2024, and the new external guarantee balance in the first half of 2025 accounted for 37.02% of the audited net assets at the end of 2024 [2]. - As of June 30, 2025, the single - household guarantee balance of Chengdu Xingjin Urban Construction Investment Co., Ltd. for Chengdu Xingjin Construction Investment Group Co., Ltd. reached 6.2865 billion yuan, accounting for 88.16% of the net assets at the end of the previous year [2]. - **New Bond Issuance**: On September 2, Fosun International planned to issue 4NC2.5 - term, RegS senior unsecured notes with an expected upper - limit scale of 400 million US dollars, to be priced as soon as today, with an initial price guidance in the 7.2% area, and planned to be listed on the Singapore Exchange [2]. - **Asset Transfer**: - Shaoxing State - owned Capital Operation Co., Ltd. planned to transfer 49% of the equity of Shaoxing Public Utilities Group Co., Ltd. and 18.39% of the equity of Shaoxing Cultural Tourism Group Co., Ltd. for free, accounting for 35.82% of the net assets in the consolidated statement for the same period. It was also planned that Shaoxing State - owned Assets Control Group Co., Ltd. would absorb and merge Shaoxing State - owned Capital Operation Co., Ltd. [2]. - Chang'an Huitong Group Co., Ltd. planned to transfer 30.3414% of the equity of Shaanxi Chang'an Huitong Financial Leasing Co., Ltd. to its wholly - owned subsidiary Qinchuangyuan Science and Technology Innovation Investment Co., Ltd. for free, which did not involve a change in the scope of the consolidated statements and had no significant impact on the company's main financial indicators [2]. - **Credit Rating Changes**: - Xiamen Tungsten Co., Ltd.'s long - term credit rating of the company's main body was upgraded from AA+ to AAA, and the rating outlook was stable [2][3]. - Moody's confirmed the "Ba2" corporate family rating of CITIC Resources Holdings Limited and adjusted the rating outlook from "stable" to "negative" [3]. Report Industry Investment Rating No information provided. Report's Core View No information provided.

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。 厦门钨业股份有限公司（以下简称"公司"）于 2024 年 12 月 30 日召开第 十届董事会第九次会议和第十届监事会第七次会议，审议通过了《关于公司及权 属公司使用部分闲置募集资金进行现金管理的议案》，同意公司使用额度不超过 人民币 22 亿元的闲置募集资金进行现金管理，用于购买安全性高、流动性好、 产品合同有保本约定、单项产品期限最长不超过 12 个月的各类现金管理产品， 包括存款、理财产品或中国证监会认可的其他投资品种等（包括但不限于结构性 存款、大额存单、银行理财产品等），且该等投资产品不得用于质押，不用于以 证券投资为目的的投资行为。本次现金管理决议的有效期限自公司董事会审议通 过之日起的 12 个月内有效，在上述额度和期限范围内，资金可以滚动使用。具 体 内 容 详 见 公 司 于 2024 年 12 月 31 日 披 露 于 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）的《关于公司及权属公司使用部分闲置募集资金进行现金 管理的公告》（临-20 ...

Group 1: Liquidity and Scale of Rare Earth ETF - The liquidity of the Rare Earth ETF managed by Jiashi has a turnover rate of 2.35% and a transaction volume of 201 million yuan [3] - As of September 2, the scale of the Rare Earth ETF reached 8.573 billion yuan, marking a new high since its inception and ranking first among comparable funds [3] - The latest share count for the Rare Earth ETF is 4.927 billion shares, also a new high since inception, and ranks first among comparable funds [3] Group 2: Fund Inflows and Performance - The Rare Earth ETF has seen continuous net inflows over the past 9 days, with a maximum single-day net inflow of 486 million yuan, totaling 2.783 billion yuan [3] - Over the past year, the net value of the Rare Earth ETF has increased by 113.75%, ranking 126th out of 2992 index equity funds, placing it in the top 4.21% [3] - Since its inception, the ETF has recorded a maximum monthly return of 41.25%, with the longest consecutive monthly gains being 4 months and the longest cumulative gain of 83.89% [3] Group 3: Industry Insights and Price Trends - The price of praseodymium and neodymium oxide is currently 597,200 yuan per ton, reflecting a week-on-week decrease of 4.05% [4] - The recent implementation of interim measures marks the official start of supply-side reforms in the rare earth industry [4] - July saw a significant increase in magnetic material exports, with month-on-month and year-on-year growth of 75% and 6% respectively, indicating potential for further recovery in exports [4] Group 4: Key Stocks in the Rare Earth Sector - The top ten weighted stocks in the China Rare Earth Industry Index account for 62.15% of the index, with notable companies including Northern Rare Earth and China Rare Earth [3][6] - Northern Rare Earth has a weight of 13.22% and a price increase of 3.43%, while China Rare Earth has a weight of 5.63% and a price decrease of 2.21% [6] - Investors can also access rare earth investment opportunities through the Jiashi Rare Earth ETF linked fund (011036) [6]