Core Viewpoint - Zhuzhou Smelter Group Co., Ltd. has successfully transformed from a single smelting enterprise to a comprehensive industry leader through a significant asset restructuring, enhancing its core competitiveness and revitalizing the company [1][2]. Group 1: Asset Restructuring and Industry Position - The company initiated a major asset restructuring at the end of 2022, acquiring 100% of Shuikoushan Nonferrous Metals Co., Ltd., which provided it with lead and zinc mining resources [1][2]. - The company now possesses mining rights for Shuikoushan lead-zinc mine and Baifang copper mine, with an annual raw ore selection capacity of 860,000 tons [1]. - In zinc smelting, the company has an annual capacity of 300,000 tons for zinc smelting and 380,000 tons for zinc alloy deep processing, ranking among the top in the country [1][2]. Group 2: Financial Performance - In 2024, the company achieved total operating revenue of 19.759 billion yuan, a year-on-year increase of 1.82%, and a net profit of 730 million yuan, up 29.71% [2]. - In the first quarter of 2025, the company reported operating revenue of 4.803 billion yuan, a year-on-year increase of 8.50%, and a net profit of 283 million yuan, up 112.94% [2]. Group 3: Market Strategy and Product Development - The company plans to leverage the rising international gold prices, projecting a gold production of over 3,710 kilograms and sales exceeding 4,074 kilograms in 2024 [2]. - The company aims to enhance its full-chain advantages in mining, smelting, deep processing, and sales to achieve high-quality development [2]. Group 4: Technological Innovation - The company is investing in smart and automated mining technologies to improve efficiency and safety, while also utilizing IoT sensors for real-time monitoring [3]. - In smelting, the company maintains industry-leading process levels, producing zinc ingots with a purity of 99.995% and low impurity content [4]. Group 5: Synergistic Effects and Cost Management - The restructuring has released synergistic effects that are key to the company's performance growth, with improved raw material self-sufficiency and reduced smelting costs due to falling coal prices and optimized power supply [5].

Summary of the Conference Call for 中冶集团 Industry and Company Overview - 中冶集团 focuses on non-ferrous metal smelting, primarily producing zinc ingots, lead ingots, zinc alloys, gold, silver, and by-products like sulfur and sulfuric acid. The company has a smelting capacity of 680,000 tons and an annual lead production capacity of 100,000 tons, contributing to stable revenue [2][3] Key Points and Arguments - **Gold and Silver Production**: The company produces 1.8 to 2 tons of gold and 60 tons of silver annually, with precious metals accounting for approximately 49% of the gross profit [2][4][6] - **Resource Quality and Future Production**: 中冶集团 owns high-quality mineral resources, with an ore production scale of 860,000 tons, including over 40,000 tons of lead-zinc metal, 1.8 to 2 tons of gold, and 60 tons of silver. Full production is expected by 2025 and will be maintained through 2027 [2][7] - **Profitability from Processing Fees**: The company anticipates an increase in gross profit by 200 to 300 million yuan in 2025 due to rising zinc processing fees, which are expected to reach around 2,600 yuan per ton [2][8] - **Financial Health and Profit Forecast**: By the end of 2024, the company's debt-to-asset ratio is projected to drop to 50.8%, with a total asset turnover rate superior to peers. The net profit forecast for the next three years is 1.1 billion yuan, 1.22 billion yuan, and 1.33 billion yuan, with growth rates of 40%, 11%, and 9% respectively [2][5][11][15] - **Valuation Assessment**: The reasonable valuation range for the company is estimated between 15.4 yuan and 18.5 yuan, corresponding to a dynamic price-to-earnings ratio of 15 to 18, indicating significant upside potential compared to the current stock price [2][17] Additional Important Insights - **Impact of Geopolitical Factors**: The ongoing geopolitical tensions, particularly in the Middle East and the Russia-Ukraine conflict, are expected to drive funds towards safe-haven assets, positively influencing gold prices and thereby enhancing the company's gold business gross profit [2][12] - **Sulfuric Acid Business Outlook**: The price of sulfuric acid, a by-product of smelting, is expected to rise significantly in 2025, with an average price projected around 500 yuan per ton, contributing an additional 50 million yuan to gross profit [2][13] - **Small Metals Contribution**: The company recovers small metals like platinum, indium, and bismuth during production, contributing stable gross profits of approximately 150 to 200 million yuan annually [2][14] - **Potential Asset Injection**: There is a possibility of asset injection from the controlling shareholder, 中国五矿, which could significantly increase the company's lead-zinc and gold production, further boosting net profit [2][9][10]

Core Viewpoint - Zhuzhou Smelter Group Co., Ltd. has achieved an upgrade to an A-level ESG rating for 2024, reflecting its commitment to sustainable development and competitive strength in the industry [1][3]. Group Level Summary - In 2024, the company participated in drafting one national standard and seven industry standards, with its contributions recognized by awards for excellence in technical standards [2]. - The total investment in environmental protection exceeded 123 million yuan in 2024 [2]. Subsidiary Level Summary - Zhuzhou Smelter's subsidiary, Hunan Zhuzhou Nonferrous Metals Co., has reduced its slag generation and coal consumption, achieving a decrease in carbon emissions from fossil fuel combustion from 36.02% in 2023 to 35.18% in 2024 [3]. - Another subsidiary, Hunan Zhuzhou Torch New Materials Co., has increased its use of green electricity, generating 2.743 million kWh from rooftop solar power and purchasing 17 million kWh of green certificates to offset carbon emissions [3]. Market Position and Recognition - The company’s products, including lead, zinc, silver, and gold, have gained certification from international metal exchanges, enhancing their competitiveness in the global market [3]. - The upgrade to an A-level ESG rating is seen as recognition of the company's efforts in energy reduction, green production technologies, and social responsibility [3].

Core Viewpoint - The legal opinion confirms that the procedures for the 2024 annual shareholders' meeting of Zhuzhou Smelter Group Co., Ltd. are compliant with relevant laws and regulations, ensuring the legitimacy and validity of the meeting and its resolutions [1][4][5]. Group 1: Meeting Procedures - The notice for the shareholders' meeting was published on April 11, 2025, in major financial newspapers and on the Shanghai Stock Exchange website, detailing the time, location, voting methods, and agenda [2][3]. - The meeting will be held on May 9, 2025, combining on-site voting and online voting, with the online voting period from May 8, 2025, to May 9, 2025 [3]. Group 2: Attendance and Qualifications - A total of 9 participants attended the meeting, including 5 shareholders representing 592,404,308 shares, which is 55.22% of the total shares, and 4 shareholders participating via online voting representing 19,060,022 shares, or 1.78% of the total shares [4][5]. Group 3: Voting Procedures and Results - The meeting utilized a combination of on-site and online voting, with related shareholders abstaining from voting on related party transactions. The voting results showed unanimous approval with 611,464,330 shares in favor, representing 100% of the valid voting rights [5][6][7]. - The voting results were announced immediately after the conclusion of the voting process, confirming the legitimacy of the voting procedures [6][7]. Group 4: Conclusion - The legal opinion concludes that all aspects of the shareholders' meeting, including the convening procedures, participant qualifications, and voting results, comply with the Company Law, Shareholders' Meeting Rules, and the company's articles of association, affirming the legality and validity of the meeting [4][5][6].

证券代码：600961 证券简称：株冶集团 公告编号：2025-017 株洲冶炼集团股份有限公司 2024年年度股东大会决议公告 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 5 月 9 日 (二)股东大会召开的地点：湖南省株洲市天元区衡山东路 12 号株冶集团会议室 (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 | 9 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 611,464,330 | | 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（%） | 56.99 | 二、 议案审议情况 (一)非累积投票议案 1、 议案名称：关于 2024 年度董事会工作报告的议案 审议结果：通过 表决情况： | 股东类型 | 同意 | | 反对 | | 弃权 | | | | --- | --- | ...

本所律师声明： 1.本所律师出具本法律意见是基于公司已承诺所有提供给本所 律师的文件资料均为真实、完整，无隐瞒、虚假或重大遗漏之处，且 文件材料为副本或复印件的，其与原件一致。 湖南君见律师事务所 关于株洲冶炼集团股份有限公司 2024 年年度股东大会的法律意见书 （2025）湘君株冶法意字第 006 号 致：株洲冶炼集团股份有限公司 湖南君见律师事务所接受贵司委托，指派本所执业律师陈勉、徐 成颉（以下简称"本所律师"）出席贵司 2024 年年度股东大会（以 下简称"本次股东大会"），对本次股东大会的召集和召开程序、出 席会议人员及召集人的资格、表决程序和表决结果的合法有效性进行 现场见证并出具法律意见书。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"） 《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公 司股东会规则》（以下简称"《股东会规则》"）、《上海证券交易 所上市公司自律监管指引第 1 号—规范运作》等我国现行法律、法规 和规范性文件以及《株洲冶炼集团股份有限公司章程》（以下简称"《公 司章程》"）的有关规定，出具本法律意见书。 地址：长沙市韶山北路 139 号湖南文化大厦 ...

Investment Rating - The report assigns an "Outperform" rating for the company, with a reasonable valuation range of 15.41 to 18.49 CNY per share, indicating a potential upside of 47% to 77% from the current price of 10.24 CNY [5]. Core Insights - The company is a leading player in the domestic zinc smelting industry, with a comprehensive business model that includes mining, smelting, and sales of non-ferrous metals, particularly lead, zinc, gold, and silver [1][27]. - The company has a robust production capacity, with an annual output of over 40,000 tons of lead and zinc metals, along with 1.8 to 2 tons of gold and approximately 60 tons of silver [1][38]. - The company has recently completed a significant asset restructuring, acquiring core lead and zinc assets, which has enhanced its operational capabilities and resource base [16][47]. Summary by Sections Business Overview - The company primarily engages in the mining and smelting of lead, zinc, and precious metals, with nearly half of its gross profit derived from precious metals [1]. - It operates three mines and has a total mining capacity of 860,000 tons per year, with significant resources in lead, zinc, gold, and silver [2][32]. Financial Performance - The company forecasts a substantial increase in net profit, projecting 1.1 billion CNY for 2025, representing a 40% growth from the previous year [4]. - Revenue is expected to grow from 19.4 billion CNY in 2023 to 20.9 billion CNY in 2025, reflecting a compound annual growth rate (CAGR) of 6.1% [4][28]. Resource and Production Capacity - The company has a total lead and zinc metal resource of approximately 870,000 tons, with gold and silver resources of 43 tons and 1,259 tons, respectively [35]. - The mining rights include the Water Mouth Mountain lead-zinc mine and the Bafang copper mine, which contribute to the company's strong resource base [2][19]. Market Dynamics - The report highlights an improving market for zinc processing fees, with domestic zinc concentrate processing fees showing an upward trend, which is expected to enhance smelting profits [2]. - The company benefits from a favorable resource endowment, with high-grade ore and a well-structured supply chain that supports its production needs [32][35].

Investment Rating - The report assigns an "Outperform" rating for the company, with a reasonable valuation range of 15.41 to 18.49 CNY per share, indicating a potential upside of 47% to 77% from the current price of 10.24 CNY [5][3]. Core Insights - The company is a leading player in the domestic zinc smelting industry, with a comprehensive business model that includes mining, smelting, and sales of non-ferrous metals, particularly lead, zinc, gold, and silver [1][27]. - The company has a robust production capacity, with an annual output of over 40,000 tons of lead and zinc metals, along with 1.8 to 2 tons of gold and approximately 60 tons of silver [1][38]. - The company has recently completed a significant asset restructuring, acquiring core lead and zinc assets, which has enhanced its operational capabilities and resource base [16][47]. Summary by Sections Business Overview - The company primarily engages in the mining and smelting of lead, zinc, and precious metals, with nearly half of its gross profit derived from precious metals [1][27]. - It operates three mines and has a total mining capacity of 860,000 tons per year, with significant resources in lead, zinc, gold, and silver [2][32]. Financial Performance - The company forecasts a substantial increase in net profit, projecting 1.1 billion CNY for 2025, representing a 40% increase from 2024 [4][3]. - Revenue is expected to grow from 19.4 billion CNY in 2023 to 20.9 billion CNY in 2025, reflecting a compound annual growth rate (CAGR) of 6.1% [4][28]. Resource and Production Capacity - The company has a total resource base of approximately 870,000 tons of lead and zinc metals, with gold and silver resources of 43 tons and 1,259 tons, respectively [35][2]. - The lead and zinc mining rights include high-grade ore with significant gold and silver content, ensuring a strong production outlook [35][32]. Market Dynamics - The report highlights an improving market for zinc processing fees, with domestic zinc concentrate processing fees rising, which is expected to enhance smelting profitability [2][3]. - The company benefits from its affiliation with China Minmetals, which provides access to a wide range of metal resources and operational synergies [45][46].

证券代码：600961 证券简称：株冶集团 公告编号：2025-016 株洲冶炼集团股份有限公司 关于变更持续督导独立财务顾问主办人的公告 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、准确性和完整性依法承担法律责任。 中信建投证券股份有限公司（以下简称"中信建投"或"独立财务顾问"）为株 洲冶炼集团股份有限公司（以下简称"株冶集团"或"上市公司"、"公司"）发行股 份及支付现金购买湖南水口山有色金属集团有限公司持有的水口山有色金属有 限责任公司 100.00%股权、湖南湘投金冶私募股权投资基金企业（有限合伙）持 有的湖南株冶有色金属有限公司 20.8333%股权并募集配套资金暨关联交易的独 立财务顾问。截至目前，本次交易已实施完毕，持续督导期已于 2024 年 12 月 31 日届满。鉴于本次交易涉及的业绩承诺等尚未完结的督导事项仍在履行中， 中信建投仍需履行持续督导职责。 近日，公司收到中信建投出具的《关于变更持续督导独立财务顾问主办人的 函》，原独立财务顾问主办人吕映霞女士因个人工作变动原因，无法继续作为独 立财务顾问主办人履行相应职责，原独立财务 ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 20% against the market benchmark within the next six months [6][18]. Core Views - The company reported a revenue of 19.759 billion yuan for 2024, a year-on-year increase of 1.82%, primarily driven by rising prices of base metals, leading to increased product revenue. The net profit attributable to shareholders reached 787 million yuan, up 28.70% year-on-year [3][6]. - The production and sales of gold and silver increased, with gold production rising by 8.05% year-on-year and sales up by 36.42%. However, zinc and lead production saw slight declines [4]. - The company benefits from high-grade mineral resources, particularly from the Shuikoushan lead-zinc mine, which is among the top in the country in terms of value [5]. Summary by Sections Financial Performance - In Q4 2024, the company achieved a revenue of 5.371 billion yuan, a year-on-year increase of 16.76%, and a net profit of 205 million yuan, reflecting a significant year-on-year growth of 155.56% [3]. - The average prices for gold and silver in 2024 were 557 yuan per gram and 7219 yuan per kilogram, respectively, showing substantial increases compared to the previous year [4]. Production and Sales - Zinc and zinc alloy production was 642,500 tons, a decrease of 2.94% year-on-year, while sales increased by 0.77%. Lead and lead alloy production decreased by 3.79%, with sales down by 2.08% [4]. - The company’s gold production was 3.7 tons, with sales reaching 4.07 tons, marking a 36.42% increase in sales year-on-year [4]. Profitability - The company achieved a gross profit of 1.742 billion yuan, with a gross margin of 8.8%. Gold contributed 23.6% to the gross profit, while silver accounted for 25.3% [4]. - The forecast for net profit attributable to shareholders for 2025-2027 is 1.13 billion, 1.17 billion, and 1.21 billion yuan, respectively, reflecting an upward revision in gold and silver price predictions [6].