证券代码：600581 证券简称：八一钢铁 公告编号：2025-065 新疆八一钢铁股份有限公司 2025年第二次临时股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 11 月 11 日 (二)股东大会召开的地点：新疆乌鲁木齐市头屯河区新钢路公司三楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 718 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 815,390,497 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 53.1927 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由董事会召集，董事长柯善良先生主持，会议采取现场投票和网络 投票相结合的表决方式，会议的召集、召开程序符合《公司法》及《公司 ...

T&P 天阳律师事务所 八一钢铁 2025年第二次临时股东大会 新疆天阳律师事务所 关于 新疆八一钢铁股份有限公司 2025 年第二次临时股东大会 法律意见书 天阳证股字[2025]第 41 号 新疆天阳律师事务所 二零二五年十一月 地址:新疆乌鲁木齐市水磨沟区红光山路 888 号绿城广场写字楼 2A 座 7层 T&P 天阳律师事务所 八一钢铁 2025年第二次临时股东大会 新疆天阳律师事务所 关于新疆八一钢铁股份有限公司 致:新疆八一钢铁股份有限公司 新疆天阳律师事务所(下称"本所")接受新疆八一钢铁股份有限公司 (下称"公司")的委托,委派本所李大明律师、邵丽娅律师列席公司 2025 年第二次临时股东大会,根据《中华人民共和国公司法》(下称"《公司法》")、 《中华人民共和国证券法》(下称"《证券法》")、《上市公司股东会规 则》和《新疆八一钢铁股份有限公司章程》(下称"《公司章程》"),按 照律师行业公认的业务标准、道德规范和勤勉尽责精神,对有关的文件和事 实进行核查与验证,并出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的文件材料进行了核查 验证。在进行核查验证过程中,公司已向本所保证,其 ...

证券代码：600581 证券简称：八一钢铁 公告编号：临 2025-067 新疆八一钢铁股份有限公司 （三）本次会议于 2025 年 11 月 11 日在公司三楼会议室以现场方式召开。 （四）本次会议应出席董事 9 人，实际出席董事 9 人。 （五）本次会议由董事长柯善良先生主持，公司高级管理人员列席会议。 二、董事会会议审议情况 经与会董事充分讨论，会议以记名投票逐项表决方式做出如下决议： 第九届董事会第一次会议决议公告 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。 一、董事会会议召开情况 （一）本次会议召开符合有关法律、行政法规、部门规章、规范性文件和公 司章程的规定。 （二）本次会议通知和材料以电子邮件方式发出。 （一）审议通过《关于选举公司第九届董事会董事长、副董事长的议案》 董事会选举柯善良先生为公司第九届董事会董事长，何宇城先生为公司第九 届董事会副董事长。 人员简历详见上海证券交易所网站 http://www.sse.com.cn（公告编号：临 2025-057） 议案表决结果：同意 9 票，反对 0 票，弃权 ...

Core Points - The company Ba Yi Steel (600581.SH) announced the election of Ke Shanliang as the chairman of the board during its first meeting of the ninth board of directors [1] - He Yucheng was elected as the vice chairman of the board [1] - Liu Wenzhuang was appointed as the general manager, Jiang Yang as the board secretary, Cao Jie as the chief accountant, and Zhang Dan as the securities affairs representative [1]

Group 1 - Ba Yi Steel received a notice from the China Securities Regulatory Commission (CSRC) regarding suspected violations of information disclosure laws, with a deadline for potential investor claims set for November 8, 2025 [1] - Lawyer Xu Feng indicated that investors who bought Ba Yi Steel shares before November 8, 2025, may initiate claims [1] - The law firm is also handling claims for investors of Ao Lian Electronics, with some cases already compensated [1] Group 2 - Ao Lian Electronics was found to have made misleading statements regarding the achievements of Xu Mingjun in the perovskite sector, claiming he did not play a leading role in the relevant projects [2] - The company’s disclosures exaggerated Xu Mingjun's influence in the industry, leading to significant misrepresentation [2] - Following the announcement of a cooperation agreement on December 12, 2022, Ao Lian Electronics' stock price surged by 20.01%, while the ChiNext index fell by 0.79% [3]

Group 1 - The core point of the news is that Ba Yi Steel experienced a significant drop in stock price, falling by 5.24% to 3.80 CNY per share, with a trading volume of 445 million CNY and a turnover rate of 7.51%, resulting in a total market capitalization of 5.825 billion CNY [1] - Ba Yi Steel, established on July 27, 2000, and listed on August 16, 2002, is located in Urumqi, Xinjiang, and primarily engages in steel smelting, rolling, processing, and sales, with its main business revenue composition being 93.89% from steel products, 3.52% from others, and 2.58% from chemical products and energy media [1] Group 2 - Among the top ten circulating shareholders of Ba Yi Steel, Guotai Fund's Guotai Zhongzheng Steel ETF (515210) entered the list in the third quarter, holding 7.8101 million shares, which accounts for 0.51% of the circulating shares, with an estimated floating loss of approximately 1.6401 million CNY today [2] - The Guotai Zhongzheng Steel ETF (515210) was established on January 22, 2020, with a current scale of 3.66 billion CNY, achieving a year-to-date return of 31.2%, ranking 1709 out of 4216 in its category, and a one-year return of 21.88%, ranking 1874 out of 3922, with a cumulative return since inception of 73.75% [2] Group 3 - The fund manager of Guotai Zhongzheng Steel ETF (515210) is Wu Zhonghao, who has been in the position for 3 years and 289 days, managing a total fund asset size of 25.391 billion CNY, with the best fund return during his tenure being 75.35% and the worst being -15.48% [3]

Core Viewpoint - The recent addition of companies such as Bayi Steel and *ST Changyao to the investigation list by the China Securities Regulatory Commission (CSRC) has been perceived as a significant negative event, leading to sharp declines in their stock prices. The investigation is primarily due to violations related to information disclosure, with a notable percentage of affected companies facing operational difficulties and financial losses [1][3][4]. Group 1: Investigation Overview - As of November 10, 2023, a total of 60 companies have been investigated by the CSRC this year, with 90% of these cases related to suspected information disclosure violations [1][4]. - The latest companies added to the investigation list, Bayi Steel and *ST Changyao, both experienced a "limit down" in their stock prices on November 10, 2023, closing at 4.01 CNY per share (market cap 6.147 billion CNY) and 2.76 CNY per share (market cap 0.967 billion CNY) respectively [3][4]. Group 2: Financial Performance of Investigated Companies - Among the 60 companies under investigation, approximately 68.33% (41 companies) reported net losses in the first three quarters of 2023, indicating a concerning trend in financial performance [6][7]. - Notably, Bayi Steel recorded the largest net loss, amounting to approximately -572 million CNY, with other companies like Luohua Technology and *ST Muban also reporting significant losses exceeding 100 million CNY [7][8]. Group 3: Regulatory Actions and Penalties - Out of the 60 investigated companies, 25 have received penalties or pre-penalties from the CSRC, with 15 companies already facing fines [11][12]. - The penalties can be severe, with potential fines reaching up to 10 million CNY for administrative violations, and in serious cases, criminal charges may be pursued [4][12].

Core Insights - The steel sector experienced a decline of 0.91% on November 10, with Ba Yi Steel leading the drop at -9.89% [1][2] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] Steel Sector Performance - The closing prices and performance of key steel stocks are as follows: - Ben Steel Plate: 3.64, +0.55% - Shandong Steel: 1.64, 0.00% - Jiu Steel Hongxing: 1.75, 0.00% - Ansteel: 2.77, 0.00% - Central South Steel: 2.80, 0.00% - Liu Steel: 5.42, -0.18% - Wujin Stainless: 10.07, -0.20% - Hebei Steel: 2.54, -0.39% - Ling Steel: 2.33, -0.43% - New Steel: 4.25, -0.47% [1] Capital Flow Analysis - The steel sector saw a net outflow of 484 million yuan from major funds, while retail investors contributed a net inflow of 344 million yuan [2] - The capital flow for specific stocks includes: - Ma Steel: -45.42 million, with retail outflow of -64.04 million - Hualing Steel: +43.35 million, with retail outflow of -48.23 million - Shougang: +14.11 million, with retail outflow of -6.01 million - Shandong Steel: +9.11 million, with retail inflow of +0.40 million [3]

Core Viewpoint - The stock of Bayi Steel (600581.SH) has hit a trading limit down, closing at 4.01 yuan, marking a new low since August 11, with over 490,000 sell orders [1] Company Summary - Bayi Steel's controlling shareholder, Xinjiang Bayi Steel Group Co., Ltd., received a notice from the China Securities Regulatory Commission (CSRC) on November 7, 2025, regarding an investigation for suspected violations of information disclosure laws [1] - The CSRC has decided to initiate a case against Bayi Steel based on the Securities Law of the People's Republic of China and the Administrative Penalty Law [1]

Core Viewpoint - Ba Yi Steel has been investigated by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure, which may impact its operations despite recent financial recovery [1][2] Group 1: Company Announcements - On November 7, Ba Yi Steel and its controlling shareholder, Xinjiang Ba Yi Steel Group Co., Ltd., received a notice of investigation from the CSRC due to suspected information disclosure violations [1] - The company stated that its production and operational activities are normal, and the management team is fulfilling their duties, asserting that the investigation will not significantly affect its operations [1] Group 2: Financial Performance - For the first three quarters of the year, Ba Yi Steel reported an operating income of approximately 14.6 billion yuan, a year-on-year decrease of 1.39%, with a net profit attributable to the listed company of -572 million yuan [2] - In contrast, the third quarter showed a recovery with an operating income of 5.884 billion yuan, a year-on-year increase of 7.78%, and a net profit of 125 million yuan, marking a turnaround from losses [2] Group 3: Industry Position - Ba Yi Steel is the only publicly listed steel company in Xinjiang and holds a leading position in the region, being the largest and most comprehensive steel enterprise in terms of industry chain [2] - The Ministry of Industry and Information Technology's 2025 guidelines for the steel industry emphasize the need for companies to operate legally and not be listed as "seriously untrustworthy entities" [2]