北京德恒律师事务所 关于白银有色集团股份有限公司 2025 年第三次临时股东会的 法律意见 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于白银有色集团股份有限公司 2025 年第三次临时股东会的法律意见 北京德恒律师事务所 关于白银有色集团股份有限公司 2025 年第三次临时股东会的 法律意见 德恒 01G20250757-2 号 致：白银有色集团股份有限公司 白银有色集团股份有限公司（以下简称"公司"）2025 年第三次临时股东会 （以下简称"本次会议"）于 2025 年 12 月 8 日（星期一）召开。北京德恒律师事 务所（以下简称"德恒"）受公司委托，指派律师（以下简称"德恒律师"）出席了 本次会议。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》"）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称"《股东会规则》"）、《白银有色集团股份有限 公司章程》（以下简称"《公司章程》"）的规定，德恒律师就本次会议的召集、 召开程 ...

Core Viewpoint - The A-share market experienced a strong opening on December 1, with all three major indices rising, driven by significant inflows into large-cap stocks and various sectors such as smart speakers, MCU chips, and rare earths [1][2][4]. Market Performance - On December 1, the Shanghai Composite Index, Shenzhen Component Index, ChiNext Index, and other indices saw increases of 0.65%, 1.25%, 1.31%, and 1.52% respectively, with the Shanghai Composite Index surpassing 3910 points [1][2]. - The total market turnover reached 1.89 trillion yuan, an increase of 291.7 billion yuan from the previous trading day, indicating a significant increase in trading activity [2][4]. Sector Analysis - Key sectors that showed strong performance included smart speakers, MCU chips, ice and snow tourism, rare earths, and 6G technology, while lithium battery-related sectors experienced some adjustments [2][3]. - Among the major industries, non-ferrous metals, communication, and electronics led the gains, with increases of 2.85%, 2.81%, and 1.58% respectively [2][4]. Stock Contributions - Major contributors to the Shenzhen Component Index included Ningde Times, Zhongji Xuchuang, and ZTE, which collectively contributed 64.08 points, accounting for nearly 40% of the index's rise [2]. - In the ChiNext Index, Ningde Times and Zhongji Xuchuang were also significant contributors, accounting for over 90% of the index's increase [2]. Fund Flow - On December 1, the net inflow of funds into the Shanghai and Shenzhen markets exceeded 40 billion yuan, with large-cap stocks attracting significant investment [3][4]. - A total of 2321 stocks saw net inflows, while 2827 stocks experienced net outflows, indicating a preference for large-cap stocks [3][4]. Future Market Outlook - Analysts suggest that the current market conditions, including easing overseas disturbances and expectations of global liquidity, provide a solid foundation for a potential year-end rally [5]. - Historical trends indicate that growth and cyclical sectors are likely to perform well, with a focus on sectors such as aviation equipment and AI-related technologies [5].

Core Viewpoint - The silver market is experiencing significant price increases, driven by strong industrial demand and macroeconomic factors, with expectations for continued high prices into December [2][3][4]. Group 1: Market Performance - On December 1, the A-share non-ferrous metal sector strengthened, with Silver Nonferrous (601212.SH) closing up 7.11% at 5.27 CNY per share, resulting in a total market capitalization of 39.002 billion CNY [2]. - International and domestic silver markets have shown remarkable performance, with COMEX silver futures reaching a historical high of 57.245 USD per ounce on November 28, and domestic silver futures hitting 13,239 CNY per kilogram, marking a 90% increase year-to-date [2][3]. Group 2: Price Trends and Analysis - The average price of silver on November 28 was 12,649.33 CNY per kilogram, reflecting a 10.22% increase since the beginning of the month [3]. - Analysts attribute the current silver price surge to its dual role as a financial and industrial asset, with a growing supply-demand gap and a shift in investor preference towards high-elasticity assets [3][4]. Group 3: Industrial Demand and Supply Dynamics - Industrial demand for silver exceeds 50%, with the photovoltaic industry being a major growth driver. Silver usage in solar cells is projected to reach 243.7 million ounces in 2024, a 158% increase from 2020 [4]. - The supply of silver is primarily dependent on the mining of other metals like copper, lead, and zinc, with limited capacity for independent production increases. Global silver production is expected to decline from 944 million ounces in 2024 to 901 million ounces by 2030 [4]. Group 4: Future Price Expectations - Analysts have differing views on silver price expectations for December, with some predicting prices could reach around 55 USD per ounce, while others maintain a more conservative outlook [5][6]. - The long-term outlook suggests that the current gold-silver ratio indicates potential for silver price recovery, supported by ongoing demand from green energy transitions [6][7].

Group 1 - The metal zinc sector saw an increase of 2.86%, ranking third among concept sectors, with 31 stocks rising, including Wisdom Agriculture, Hebang Biological, and Luoping Zinc Electric, which hit the daily limit [1] - Leading gainers in the zinc sector included New Weiling, Xingye Silver Tin, and Shengda Resources, with increases of 8.11%, 7.65%, and 7.21% respectively [1] - The top decliners were Dazhong Mining, Guocheng Mining, and Huayu Mining, which fell by 4.35%, 3.13%, and 1.62% respectively [1] Group 2 - The zinc concept sector attracted a net inflow of 1.836 billion yuan, with 19 stocks receiving net inflows, and 6 stocks exceeding 100 million yuan in net inflow [2] - Zijin Mining led the net inflow with 886 million yuan, followed by Hunan Silver, Hebang Biological, and Baiyin Nonferrous with net inflows of 346 million yuan, 283 million yuan, and 279 million yuan respectively [2] Group 3 - In terms of net inflow ratios, Wisdom Agriculture, Luoping Zinc Electric, and Hebang Biological had the highest ratios at 48.28%, 35.03%, and 34.26% respectively [3] - The top stocks in the zinc concept sector based on net inflow included Zijin Mining with a daily increase of 5.18% and a turnover rate of 1.75%, and Hunan Silver with a daily increase of 7.02% and a turnover rate of 14.31% [3]

Group 1 - International silver prices have surged, with London spot silver reaching $57.86 per ounce, marking a cumulative increase of over 98% this year [1] - COMEX silver futures peaked at $58.61 per ounce, achieving a historical high for three consecutive days [1] - Domestic silver futures also saw a rapid increase, rising nearly 8% in one session and marking five consecutive days of gains [1] Group 2 - The weakening of the US dollar and strengthened expectations for interest rate cuts have benefited precious metals, with a 70% probability of a rate cut in December [2] - Geopolitical risks have heightened demand for safe-haven assets, contributing to the rise in silver prices [3] Group 3 - Demand from the photovoltaic and electronics industries is recovering, highlighting silver's industrial properties; silver is a key raw material in photovoltaic silver paste, with approximately 7-10 tons of silver used per GW of photovoltaic components [4] - The global photovoltaic installation is expected to exceed 500 GW by 2025, a year-on-year increase of 15% [4] - The World Silver Council predicts an 8.2% year-on-year increase in global silver demand by 2025, with industrial demand accounting for 58% of total demand, a historical high [4] - A supply-demand gap of 95 million ounces is expected in 2025, marking the fifth consecutive year of supply shortages, with a cumulative gap of approximately 820 million ounces from 2021 to 2025 [4] Group 4 - Institutions are raising silver price forecasts, with UBS increasing its 2026 silver price prediction to $60 per ounce [4] - Bank of America has also raised its price forecasts for silver and other commodities [4] - The Shanghai Futures Exchange silver inventory has dropped to its lowest level since 2015, indicating the fundamental reason for the price surge is the scarcity of physical silver [4] Group 5 - Companies in the silver sector include: - Xinyi Silver Lead: Leading in silver reserves in Asia with 24,500 tons, ranking eighth globally [6] - Shengda Resources: Domestic industry leader with nearly 10,000 tons of silver reserves [6] - Yintai Gold: Significant silver resource reserves from its core mines [6] - Hunan Silver: Successfully transformed into a "mining and metallurgy integrated" enterprise with an annual smelting capacity of 1,300 tons, the largest in China [6] - Silver Nonferrous: The only multi-metal production base in China for copper, lead, zinc, gold, and silver [6] - Hengbang Co.: Industry leader in silver produced as a byproduct of gold smelting [6]

白银有色集团股份有限公司 BAIYIN NONFERROUS GROUP CO.,LTD. 2025 年第三次临时股东会 会议资料 股票简称：白银有色 股票代码：601212 二〇二五年十二月 目 录 | 1.白银有色 | 2025 | 年第三次临时股东会现场会议规则 1 | | --- | --- | --- | | 2.白银有色 | 2025 | 年第三次临时股东会会议议程 4 | | 3.关于向定西市陇西县地震灾区捐款的提案 | | 7 | 白银有色集团股份有限公司 2025 年第三次临时股东会现场会议规则 为了维护全体股东的合法权益，确保现场股东会的正常秩序 和议事效率，保证现场会议的顺利进行，根据《公司法》、《上市 公司股东会规则》等有关法律法规和《公司章程》的规定，现就 白银有色集团股份有限公司 2025 年第三次临时股东会现场会议 规则明确如下： 一、出席现场会议的股东及股东代理人应当在会议现场按照 工作人员的指示办理会议登记手续。登记时间：2025 年 12 月 8 日（下午 14:30-15:00）。 九、与本次股东会议题无关或将泄露公司商业秘密或有损公 司、股东利益的质询，大会主持人或相关 ...

Core Viewpoint - The market sentiment for non-ferrous and precious metals is high, driven by increased expectations of interest rate cuts by the Federal Reserve, leading to significant price increases in gold, silver, and copper [2][10][16]. Group 1: Market Performance - On December 1, the Hong Kong and A-share markets opened positively, with the Shanghai Composite Index returning to 3900 points, particularly boosted by non-ferrous and precious metals [1]. - Spot gold prices briefly surpassed $4250 per ounce, while spot silver reached a historic high of $57.88 per ounce [3]. - The A-share precious metals sector has seen a nearly 76% increase year-to-date, following a week of consecutive gains [8][6]. Group 2: Federal Reserve and Interest Rate Expectations - The global financial market is experiencing a surge in optimism due to heightened expectations of interest rate cuts by the Federal Reserve, with a probability of 87.4% for a 25 basis point cut in December [12][17]. - Market sentiment is further fueled by speculation regarding the potential appointment of Hassett as the new Fed chair, who is expected to advocate for aggressive rate cuts [13][15]. Group 3: Diverging Views on Gold - Despite the bullish sentiment, notable investors have expressed caution regarding gold, with some recommending selling positions. For instance, Hong Hao has sold all his gold holdings, citing a potential price bubble [20]. - Li Bei has also exited his gold positions, indicating that he believes the best phase for gold has passed and considers current prices overvalued [20]. - Fu Peng acknowledges structural risks for gold but maintains that it still holds value, viewing it as a "credit yardstick" amid increasing volatility [20].

Core Viewpoint - The silver market is experiencing significant price increases, driven by dovish comments from Federal Reserve officials and strong demand in industrial sectors, particularly in green energy and AI, leading to a bullish outlook for precious metals [1][2]. Group 1: Market Performance - As of December 1, silver spot prices surpassed $57 per ounce, with COMEX silver breaking through $58 per ounce for the first time [1]. - The main contract for silver on the Shanghai Futures Exchange rose over 7%, reaching 13,475 yuan per kilogram, marking a new high [1]. - Several A-shares related to silver, such as Hunan Silver and Xingye Silver, hit their daily limit up, although some later experienced price corrections [1]. Group 2: Fundamental Analysis - The recent rise in silver prices has increased activity in the precious metals sector, with cost pressures in industrial applications like photovoltaics and electronics becoming apparent [2]. - The long-term support for silver prices remains strong due to persistent supply-demand gaps and increasing demand from green energy and AI sectors, alongside expectations of loose monetary policy [2]. - The combination of monetary easing and industrial demand is driving silver prices, with a significant portion of demand (over 60%) coming from the industrial sector [2]. Group 3: Future Outlook - Short-term silver prices may experience fluctuations, but the medium to long-term outlook remains positive, driven by the ongoing energy transition and potential for further price increases if interest rate cuts materialize [2]. - Investors are advised to approach the market rationally, taking advantage of structural opportunities while being mindful of potential risks such as inflation, economic downturns, and geopolitical changes [2].

能源金属方面，主导全球供应的刚果（金）开始实行年度出口配额管理制度。新能源汽车高端化和消费电子复苏，叠加美国等国家军工与战略 储备需求增加，2025-2026年供需平衡表缺口或逐步扩大。 稀有金属方面，万物电驱时代，稀土永磁新能源等传统需求长期稳定增长，人形机器人与低空经济等新型需求即将发力。国内稀土供给管控进 一步强化，政策落地行业集中度再提升。 【周期风口已至，"有色牛"有望持续】不同的金属，景气度、节奏与驱动点不一致，分化在所难免，如果看好有色金属，一个比较轻松的思路 是通过全覆盖来更好地把握整个板块的贝塔行情。揽尽有色金属行业龙头的有色龙头ETF（159876）及其联接基金（A类：017140，C类： 017141）标的指数全面覆盖铜、铝、黄金、稀土、锂等行业，相较投资单一金属行业，能够分散风险，适合作为投资组合的一部分进行配置。 12月1日，截至14时1分，有色龙头板块表现强劲，中证有色金属指数上涨2.58%，成份股方面，江西铜业领涨7.88%，白银有色上涨7.32%， 兴业银锡上涨7.18%。热门ETF方面，有色龙头ETF（159876）场内价格上涨2.49%，成交额达3443.95万元。 | | ...

Core Viewpoint - The company, Baiyin Nonferrous Metals (601212.SH), is significantly expanding its copper resource portfolio through a major overseas acquisition in Brazil, which has been approved by its board and the Gansu Provincial State-owned Assets Supervision and Administration Commission [1][2][3]. Acquisition Details - Baiyin Nonferrous Metals plans to acquire a copper project in Brazil for a total consideration of $420 million through its wholly-owned subsidiary [2][3]. - The acquisition will increase the company's copper metal resource from 221,700 tons to approximately 930,000 tons, enhancing its resource reserves significantly [2][5]. - The deal involves acquiring 100% equity of Serrote Participações S.A. and AMH 2 (Jersey) Limited, with the estimated price for Serrote at $316 million and AMH 2 at $100 million, plus a net debt repayment of approximately $104 million [3][4]. Financial Performance - Despite the expansion through acquisitions, the company's profitability has not improved significantly, reporting a loss of 311 million yuan in the first three quarters of the year [2][6]. - As of September 30, the company had interest-bearing liabilities of approximately 21 billion yuan, with financial expenses reaching 621 million yuan in the same period [2][7]. - The company's revenue for the first three quarters was 69.046 billion yuan, a slight decrease of 0.74% year-on-year, while the net profit saw a dramatic decline of 506.33% compared to the previous year [7]. Historical Context - Since its IPO in 2017, Baiyin Nonferrous Metals has made several significant acquisitions, including a $2.83 billion purchase of a U.S. mining company and a 1.173 billion yuan acquisition of a mining company in China [5][6]. - The company's revenue has increased by 30.34 billion yuan from 2017 to 2023, but net profit has decreased by 156 million yuan in the same period, indicating a trend of revenue growth without corresponding profit increases [6].