马鞍山钢铁股份有限公司 2023 年年度股东大会会议资料 马鞍山钢铁股份有限公司 2023 年年度股东大会议程 1、审议及批准董事会 2023 年度工作报告； 2、审议及批准监事会 2023 年度工作报告； 普通决议案 一、2023 年度董事会主要工作 在各位董事、专门委员会、经营层的勤勉尽责、通力合作下， 在各位股东的大力支持和监事会的有效监督下，董事会依法运作， 高效规范决策，有效发挥定战略、作决策、防风险作用。 3、审议及批准 2023 年度经审计财务报告； 4、审议及批准聘任 2024 年度审计师的议案； 5、审议及批准 2023 年度利润分配方案； 6、审议及批准公司董事、监事及高级管理人员 2023 年度薪 酬。 此外，会议还将听取公司独立董事 2023 年度述职报告。 马鞍山钢铁股份有限公司 2023 年年度股东大会文件之一 马鞍山钢铁股份有限公司 董事会工作报告 各位股东： 根据《公司法》、《证券法》等法律、法规、规则及本公司章程 的相关规定，现将 2023 年公司董事会工作、经营情况及 2023 年工 作安排，汇报如下。 一是股东大会决议执行情况。2023年公司召开5次股东大会，做 出11项 ...

证券代码：600808 证券简称：马钢股份 公告编号：2024-019 马鞍山钢铁股份有限公司 关于召开 2023 年年度股东大会的通知 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。 (四)现场会议召开的日期、时间和地点 召开的日期时间：2024 年 6 月 19 日 13 点 30 分 重要内容提示： 本公告内容适用于本公司A股股东，H股股东请参见本公司在香港联合交易所 有限公司网站刊载之股东大会的通告 一、召开会议的基本情况 (一)股东大会类型和届次 2023 年年度股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 召开地点：安徽省马鞍山市九华西路 8 号马钢办公楼 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2024 年 6 月 19 日 至 2024 年 6 月 19 日 无 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9 ...

证券代码：600808 证券简称：马钢股份 公告编号：2024-018 马鞍山钢铁股份有限公司 关于召开 2024 年第一次临时股东大会的通知 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： 本公告内容适用于本公司A股股东，H股股东请参见本公司在香港联合交易所 有限公司网站刊载之股东大会的通告及通函 一、 召开会议的基本情况 (一) 股东大会类型和届次 网络投票起止时间：自 2024 年 5 月 29 日 至 2024 年 5 月 29 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 2024 年第一次临时股东大会 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2024 年 5 月 29 日 1 ...

马鞍山钢铁股份有限公司 2024 年第一次临时股东大会议程 普通决议案： 马鞍山钢铁股份有限公司 2024 年第一次临时股东大会会议资料 1、审议及批准关于更换非独立董事的议案 特殊决议案： 2、审议及批准《马鞍山钢铁股份有限公司章程》及其附件修改 方案。 2 / 28 马鞍山钢铁股份有限公司 2024 年第一次临时股东大会文件之一 关于公司更换非独立董事的议案 各位股东： 丁毅先生因工作另有安排，请辞公司董事、董事长及董事会战略 与可持续发展委员会委员、主席，以及董事会提名委员会委员职务。 根据《公司法》《公司章程》等规定，公司应当补选一名董事。公司 控股股东马钢（集团）控股有限公司（"马钢集团"）推荐蒋育翔先生 为新任董事人选。公司董事会提名委员会经审查，同意提名蒋育翔先 生为公司第十届董事会非独立董事候选人，并提交董事会审议。公司 于2024年4月16日召开第十届董事会第二十一次会议，审议通过关于 公司更换非独立董事的议案，提名蒋育翔先生为公司第十届董事会非 独立董事候选人。 根据相关规定，公司将蒋育翔先生作为非独立董事候选人提交公 司本次临时股东大会审议，如获批准，其董事任期将自公司本次股东 大会批准 ...

Financial Performance - The company's operating revenue for Q1 2024 was CNY 20,391,635,931, representing a decrease of 10.31% compared to the same period last year[2]. - The net profit attributable to shareholders was a loss of CNY 310,998,961, with a significant decline in cash flow from operating activities, which amounted to a net outflow of CNY 1,307,684,219, a decrease of 178.92% year-on-year[2][4]. - The company reported a net profit attributable to shareholders of approximately RMB 238 million, a year-on-year decrease[8]. - The company's operating revenue for Q1 2024 was RMB 20,391,635,931, a decrease of 10.8% compared to RMB 22,736,558,090 in Q1 2023[16]. - The net loss for Q1 2024 was RMB 345,636,933, an improvement from a net loss of RMB 583,449,382 in Q1 2023[17]. - The company's operating loss for Q1 2024 was RMB 260,723,886, an improvement from an operating loss of RMB 540,602,499 in Q1 2023[17]. - The weighted average return on net assets increased by 0.63 percentage points to -1.13%[2]. - The company experienced a decrease in other comprehensive income attributable to shareholders, with a net amount of RMB (8,196,369) in Q1 2024 compared to RMB (11,873,000) in Q1 2023[18]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 85,306,511,263, reflecting a slight increase of 0.89% from the previous year[2]. - The total liabilities as of March 31, 2024, amounted to RMB 53,369,384,197, compared to RMB 52,272,711,584 as of December 31, 2023, reflecting an increase of 2.1%[14]. - The total shareholders' equity decreased to RMB 31,937,127,066 as of March 31, 2024, from RMB 32,279,541,351 as of December 31, 2023, indicating a decline of 1.1%[15]. - The equity attributable to shareholders decreased by 1.12% to CNY 27,457,160,113 compared to the end of the previous year[2]. - The total current liabilities as of March 31, 2024, were RMB 44,158,231,179, slightly up from RMB 44,054,616,027 as of December 31, 2023[13]. Cash Flow - Cash and cash equivalents as of March 31, 2024, were RMB 5.14 billion, down from RMB 5.57 billion as of December 31, 2023[10]. - Operating cash inflow for Q1 2024 was CNY 18,953,778,089, a decrease from CNY 23,419,907,055 in Q1 2023, resulting in a net cash outflow of CNY (1,307,684,219) compared to a net inflow of CNY 1,656,982,367 in the previous year[20]. - Investment activities generated a net cash outflow of CNY (519,459,483) in Q1 2024, down from a net inflow of CNY 755,697,943 in Q1 2023[21]. - Cash inflow from financing activities increased significantly to CNY 5,652,273,785 in Q1 2024, compared to CNY 1,156,142,541 in Q1 2023[23]. - The net cash flow from financing activities for Q1 2024 was CNY 1,210,457,352, a recovery from a net cash outflow of CNY (2,850,010,346) in Q1 2023[23]. - The company reported a net decrease in cash and cash equivalents of CNY (638,569,141) in Q1 2024, compared to a decrease of CNY (413,630,165) in Q1 2023[25]. Production and Sales - The total production of pig iron was 4.5 million tons, and crude steel production was 4.91 million tons, showing a year-on-year decrease of 1.9% and 2.9% respectively[8]. - The average domestic steel price index decreased by 5.61% year-on-year, while iron ore prices dropped by 1.36%[8]. - The company reported a decrease in sales due to continued weak demand in the steel industry, impacting cash inflows from both sales and purchases[4]. - The company achieved a steel product export volume growth of 62.7% year-on-year in the first quarter[9]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 151,678, with the largest shareholder holding 47.31% of the shares[5]. - The company has no known relationships or concerted actions among the top shareholders listed[7]. Strategic Focus - The company is focusing on enhancing operational efficiency and cost management to mitigate losses in the current market environment[4]. - The company is focusing on transitioning from a production-oriented to a management-oriented approach to improve operational efficiency[8]. - The company launched new products including high-speed train wheels and special steel for electric vehicles, participating in the 2024 China Smart Electric Vehicle Technology and Supply Chain Exhibition[9]. - Research and development expenses for Q1 2024 were RMB 227,790,259, down from RMB 267,698,912 in Q1 2023, representing a decrease of 14.9%[16]. Other Financial Metrics - The company has ceased consolidating the financial statements of Maanshan Iron & Steel Group Co., Ltd., which has affected cash flow from non-steel operations[4]. - Accounts receivable increased to RMB 1.50 billion from RMB 1.40 billion, while notes receivable decreased to RMB 1.43 billion from RMB 1.71 billion[10]. - The cash flow impact from exchange rate changes was CNY (21,882,791) in Q1 2024, compared to an increase of CNY 23,699,871 in Q1 2023[25]. - The company reported a basic earnings per share of RMB (0.04) for Q1 2024, compared to RMB (0.07) in Q1 2023[18].

股票代码：600808 股票简称：马钢股份 公告编号： 2024-017 特此公告。 马鞍山钢铁股份有限公司 2024 年第一季度主要经营数据公告 马鞍山钢铁股份有限公司董事会 马鞍山钢铁股份有限公司（"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 完整性承担个别及连带责任。 2024 年 4 月 29 日 根据上海证券交易所的相关规定，公司现将 2024 年第一季度的 主要经营数据公告如下： 单位：万吨 | 主要产品 | 生产量 | 销售量 | 销售价格（元/吨） | | --- | --- | --- | --- | | 长材 | 187 | 174 | 3,631 | | 板材 | 256 | 250 | 4,279 | | 轮轴 | 8 | 8 | 11,559 | ...

Financial Performance - The company's operating revenue for Q1 2024 was CNY 20,391,635,931, representing a decrease of 10.31% compared to the same period last year[4]. - The net profit attributable to shareholders of the listed company was a loss of CNY 310,998,961, and the net profit after deducting non-recurring gains and losses was a loss of CNY 424,082,999[4]. - The net profit attributable to shareholders decreased by approximately RMB 238 million compared to the previous year[13]. - Net profit for Q1 2024 was a loss of ¥345.64 million, an improvement from a loss of ¥583.45 million in Q1 2023[20]. - The total comprehensive income for Q1 2024 was a loss of ¥353.83 million, compared to a loss of ¥595.32 million in Q1 2023[20]. Cash Flow and Liquidity - The net cash flow from operating activities was negative at CNY 1,307,684,219, a decline of 178.92% year-on-year[4]. - The company reported a cash outflow from operating activities of ¥1.31 billion in Q1 2024, compared to an inflow of ¥1.66 billion in Q1 2023[21]. - Cash and cash equivalents at the end of Q1 2024 were ¥3.79 billion, down from ¥3.95 billion at the end of Q1 2023[22]. - The company achieved a cash inflow from financing activities of ¥1.21 billion in Q1 2024, compared to an outflow of ¥2.85 billion in Q1 2023[22]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 85,306,511,263, an increase of 0.89% from the end of the previous year[5]. - The company’s total assets as of March 31, 2024, amounted to RMB 85.31 billion, an increase from RMB 84.55 billion at the end of 2023[17][18]. - The company’s total liabilities as of March 31, 2024, were RMB 53.37 billion, compared to RMB 52.27 billion at the end of 2023[17]. - The company’s short-term borrowings rose to RMB 11.43 billion, compared to RMB 9.43 billion at the end of 2023[17]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 151,678, with the largest shareholder holding 47.31% of the shares[8]. - The largest shareholder, Ma Steel (Group) Holding Co., Ltd., held 3,664,749,615 shares, representing 47.31% of the total shares[9]. - The equity attributable to shareholders of the listed company decreased by 1.12% to CNY 27,457,160,113 compared to the end of the previous year[5]. - The company’s equity attributable to shareholders decreased from RMB 27.77 billion at the end of 2023 to RMB 27.46 billion[18]. Production and Sales - In Q1 2024, the company produced 4.5 million tons of pig iron and 4.91 million tons of crude steel, with steel production decreasing by 7.1% year-on-year[13]. - The company reported a significant decrease in cash inflow from both sales and purchases, attributed to weak demand in the steel industry[7]. - The company’s inventory increased to RMB 11.64 billion, up from RMB 9.92 billion at the end of 2023[16]. - The company’s steel exports increased by 62.7% year-on-year in Q1 2024[13]. - The average domestic steel price index decreased by 5.61% year-on-year[13]. Research and Development - Research and development expenses for Q1 2024 were ¥227.79 million, a decrease of 15% from ¥267.70 million in Q1 2023[19]. - The company launched new products including high-pressure boiler steel and participated in the 2024 China Intelligent Electric Vehicle Technology and Supply Chain Exhibition[13]. Financial Ratios - The weighted average return on net assets was -1.13%, an increase of 0.63 percentage points compared to the previous year[4]. - Earnings per share for Q1 2024 was -¥0.04, an improvement from -¥0.07 in Q1 2023[20]. - The company recorded a financial expense of ¥155.06 million in Q1 2024, compared to ¥148.70 million in Q1 2023[19]. Operating Costs - Total operating revenue for Q1 2024 was ¥20.39 billion, a decrease of 10.3% compared to ¥22.74 billion in Q1 2023[19]. - Total operating costs decreased to ¥20.86 billion in Q1 2024 from ¥23.39 billion in Q1 2023, representing a reduction of 10.8%[19].

Financial Performance - The company's operating revenue for 2023 was CNY 98.94 billion, a decrease of 3.15% compared to CNY 102.15 billion in 2022 [16]. - The net profit attributable to shareholders of the parent company for 2023 was a loss of CNY 1.33 billion, compared to a loss of CNY 857.62 million in 2022 [16]. - The net cash flow from operating activities decreased by 70.01% to CNY 1.99 billion in 2023 from CNY 6.64 billion in 2022 [16]. - The total assets at the end of 2023 were CNY 84.55 billion, down 12.74% from CNY 96.89 billion at the end of 2022 [17]. - The basic earnings per share for 2023 was -CNY 0.1724, compared to -CNY 0.1150 in 2022 [18]. - The company's net profit for the first quarter of 2023 was a loss of CNY 509 million, while the second quarter loss was CNY 1.73 billion [19]. - The net assets attributable to shareholders of the listed company decreased by 4.90% to CNY 27.77 billion at the end of 2023 from CNY 29.20 billion at the end of 2022 [17]. - The weighted average return on net assets for 2023 was -4.67%, a decrease of 1.90 percentage points from -2.77% in 2022 [18]. - The group’s operating revenue for the reporting period was RMB 98,938 million, a decrease of 3.15% year-on-year, while the net loss attributable to shareholders was RMB 1,327 million, an increase in loss of 54.64% year-on-year [35]. Audit and Compliance - The company has received a standard unqualified audit report from KPMG, ensuring the accuracy and completeness of the financial statements [7]. - The internal control system was confirmed to be effective, ensuring compliance with internal control standards and risk management practices [58]. - The company has maintained compliance with relevant laws and regulations that significantly impact its operations during the reporting period [98]. - The company’s governance practices are in compliance with relevant laws and regulations, with no significant discrepancies noted [124]. - The company appointed KPMG Huazhen as the auditor for the fiscal year 2023, with a total remuneration of RMB 3.08 million, including RMB 340,000 for internal control audit fees [117]. Shareholder Information - The company reported a profit distribution plan for 2023, stating that no dividends will be distributed and no capital reserve will be converted into share capital [7]. - As of December 31, 2023, the company had 147,885 A-share shareholders holding a total of 6,014,007,986 shares, and 927 H-share shareholders holding 1,732,930,000 shares [122]. - The market capitalization of the company as of December 31, 2023, was approximately RMB 18.29 billion, with A-shares closing at RMB 2.72 and H-shares at HKD 1.23 [123]. - The public holding ratio of H-shares was 79.3%, meeting the requirements of the Hong Kong Stock Exchange [122]. - The company held 9 telephonic or video meetings with investors during the reporting period, engaging with nearly 50 institutions and over 200 participants [121]. Risk Management - The company is facing potential risks in its future development, which are detailed in the management discussion and analysis section of the report [7]. - The company has established a comprehensive risk management framework for its futures trading, including strict trading management and evaluation systems [77]. - The company aims to optimize its foreign exchange asset-liability structure and control foreign exchange risks to reduce financial costs [78]. - The company is focusing on risk prevention in key areas, including energy control and environmental protection, to mitigate potential operational risks [94]. - The company conducts quarterly assessments of risks that may impact overall business objectives and reports findings to the board [115]. Environmental and Social Responsibility - The company invested approximately 3.383 billion yuan in environmental protection during the reporting period [163]. - The company and its subsidiaries are classified as key pollutant discharge units, adhering to national emission standards for the steel industry [164]. - The total emissions of particulate matter from Maanshan Iron & Steel Co., Ltd. were 6,958 tons, including 5,176 tons from organized emissions and 1,781 tons from unorganized emissions [167]. - The company generated 1,124.38 thousand tons of solid waste, with 315.66 thousand tons disposed of and 808.72 thousand tons compliant [168]. - The company invested CNY 2.036 million in social responsibility projects, benefiting over 20,000 people through targeted assistance and charitable donations [178]. Corporate Governance - The board of directors consists of seven members, with four independent non-executive directors, accounting for 57% of the board [100]. - The board has established four committees: Strategy and Sustainable Development, Audit and Compliance Management, Nomination, and Remuneration, each with specific responsibilities [104]. - The company has a formal and transparent process for the nomination and election of directors, with a three-year term for board members [109]. - The company emphasizes continuous professional development for its board members, with training sessions covering regulatory updates and compliance requirements [112]. - The company has a performance evaluation process for directors and senior management, which is reviewed by the remuneration committee [136]. Operational Efficiency - The company achieved record production levels, with annual output of 9.73 million tons in steel and 5.42 million tons in cold rolling, marking historical highs [23]. - The company has enhanced its competitive edge by integrating into the China Baowu ecosystem, optimizing operational processes, and improving resource allocation through deep collaboration across various functions [30]. - The company aims to strengthen cooperation with surrounding regions to expand its market presence and achieve sustainable development [31]. - The company is implementing a new operational responsibility system to enhance performance accountability and optimize resource allocation [86]. - The company plans to optimize its production efficiency, aiming for an average steel output of over 1,000 tons per employee [89]. Research and Development - The company holds 2,283 effective patents, including 1,292 invention patents and 991 utility model patents, indicating significant achievements in technological innovation [34]. - The company's research and development expenses increased by 5.46% to RMB 1,231 million, reflecting ongoing investment in innovation [36]. - The company has increased R&D investment to overcome technical bottlenecks and improve product quality, thereby enhancing its market competitiveness [30]. - The company aims to enhance its core competitiveness through technological innovation, focusing on key industries such as transportation, marine engineering, and energy [85]. - The company is increasing its R&D investment to strengthen its technological innovation capabilities and support high-quality development [89]. Market and Product Development - New product development increased by 25% year-on-year, with seven new products launched domestically, including successful development of C-shaped and hat-shaped steel [23]. - The average sales profit margin for the steel industry was 1.32%, a decrease of 0.17 percentage points year-on-year, significantly lower than the national industrial average by 4.44 percentage points [28]. - The company has developed a unique product structure with four main categories, allowing for flexible resource allocation and timely adjustments to product strategies based on market demand [32]. - The company is committed to high-end manufacturing, targeting the transformation of its product lines towards functional and industrial materials [88]. - The company is focusing on green and low-carbon product development, including the creation of a carbon data management platform and low-carbon product certification [88].

Investment Rating - The report maintains a "Buy" rating for the company [2][3]. Core Views - The company's performance in 2023 was slightly below expectations, primarily due to a larger decline in steel prices compared to raw material prices, leading to short-term pressure on earnings. However, the report is not pessimistic about the supply-demand dynamics in the steel industry for 2024, anticipating a gradual recovery in industry profitability [2]. - The company's revenue for 2023 was CNY 98.938 billion, a year-on-year decrease of 3.15%, and the net profit attributable to shareholders was CNY -1.327 billion, down 54.75% year-on-year. The report has adjusted the net profit forecasts for 2024-2025 to CNY 0.68 million and CNY 1.20 million, respectively, and introduced a new forecast for 2026 at CNY 1.77 million [2][3]. - The report highlights the successful commissioning of the first phase of the new special steel project, which is expected to optimize the product structure and enhance profitability. The project aims to produce high-value-added steel products [2]. Summary by Sections Financial Performance - In 2023, the company's steel production and sales volume reached 20.615 million tons and 20.595 million tons, respectively, with year-on-year increases of 3.66% and 3.61%. The gross profit per ton of steel was CNY 79.14, a decrease of 52.44% year-on-year [2]. - The report projects a revenue of CNY 98.587 billion for 2024, with a slight recovery expected in subsequent years [7]. Valuation - The report assigns a price-to-book (PB) ratio of 0.86 for 2024, leading to a target price adjustment to CNY 3.09 from the previous CNY 3.39 [2][11]. - The current stock price is CNY 2.53, with a market capitalization of CNY 19.6 billion [4][3]. Industry Outlook - The report expresses a cautious optimism regarding the steel industry's demand, noting that while real estate remains a drag on demand, the impact is expected to lessen as the share of real estate demand in the steel sector declines. Infrastructure and manufacturing sectors are anticipated to maintain steady growth, which could offset the downturn in real estate [6].

股票代码：600808 股票简称：马钢股份 公告编号：2024-015 马鞍山钢铁股份有限公司 关于修订《公司章程》及其附件的公告 马鞍山钢铁股份有限公司（"本公司"或"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个别及连带责任。 根据公司自身情况，本公司第十届董事会第二十一次会议于 2024 年 4 月 16 日审议通过了《马鞍山钢铁股份有限公司章程及其附件修订案》，拟对《公司章 程》及其附件进行修订。修订案将提交股东大会审议批准，并提请股东大会授权 董事会依据有权机构的要求作适当的文字表述及其他调整并办理其它有关事宜 （如需）。具体修改如下： | 序号 | 章程现有内容 | 章程拟修改后的内容 | | --- | --- | --- | | | 第一条 为规范马鞍山钢铁股份有 | | | | 限公司（以下简称"公司"或"本公司"） | 第一条 为规范马鞍山钢铁股份 | | | 的经营管理，保障公司及股东的合法权 | 有限公司（以下简称"公司"或"本 | | | 益，依照《中华人民共和国公司法》（简 | 公司"）的经营管理，保 ...