一、 召开会议的基本情况 (一)股东会类型和届次 2025年第四次临时股东会 证券代码：601968 证券简称：宝钢包装 公告编号：2025-040 上海宝钢包装股份有限公司 关于召开2025年第四次临时股东会的通知 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： (二)股东会召集人：董事会 (三)投票方式：本次股东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：2025 年 11 月 17 日 13 点 30 分 召开地点：上海市宝山区同济路 333 号 4 号楼会议室 (五)网络投票的系统、起止日期和投票时间。 股东会召开日期：2025年11月17日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 11 月 17 日 至2025 年 11 月 17 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 东会召开当日的交易时间段，即 9 ...

证券代码：601968 证券简称：宝钢包装 公告编号：2025-037 上海宝钢包装股份有限公司 第七届董事会第十九次会议决议公告 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。 上海宝钢包装股份有限公司（以下简称"公司"）第七届董事会第十九次会 议于 2025 年 10 月 30 日采用现场结合通讯形式召开，会议通知及会议文件已于 2025 年 10 月 20 日以邮件方式提交全体董事。本次董事会会议由董事长主持， 应出席董事 9 名，实际出席董事 9 名。本次董事会会议经过了适当的通知程序， 会议召开及会议程序符合有关法律、法规及《上海宝钢包装股份有限公司章程》 的规定，会议及通过的决议合法有效。 经各位与会董事讨论，审议并形成了以下决议： 一、会议以 9 票同意、0 票反对、0 票弃权的表决结果，审议通过了《关于 2025 年第三季度报告的议案》。 上述议案已经公司董事会审计与合规管理委员会审议通过。董事会审计与合 规管理委员会认为：公司 2025 年第三季度报告的编制和审议程序符合法律法规、 规范性文件、《公司章程》和 ...

证券代码：601968 证券简称：宝钢包装 公告编号：2025-038 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： 一、利润分配方案内容 根据上海宝钢包装股份有限公司（以下简称"公司"或"宝钢包装"）2025 年前三季度财务报告（未经审计），公司母公司法人口径可供分配利润为 75,936,863.47 元。为实现公司长期、持续的发展目标，宝钢包装 2025 年中期 利润分配方案如下： 1、根据《公司章程》每年分派的现金红利不低于当年度经审计的合并报表 归属于母公司股东净利润的 30%的原则。公司前三季度合并报表归属母公司净利 润为 175,730,808.68 元（未经审计），因此 2025 年前三季度现金分红总额应不 低于 52,719,242.60 元。鉴于公司重视回报股东，秉承长期现金分红的政策，公 司拟向在派息公告中确认的股权登记日在册的全体股东每 10 股派发现金红利 0.45 元（含税）。根据《上市公司股份回购规则》等有关规定，上市公司回购 专用证券账户中的股份，不享有利润分配，认购新股等权利。 ...

Financial Performance - The company's operating revenue for the third quarter reached ¥2,306,382,726.41, an increase of 6.78% compared to the same period last year[4] - The total profit for the quarter was ¥91,867,840.16, showing a slight decrease of 0.09% year-on-year[4] - Net profit attributable to shareholders was ¥73,182,359.10, reflecting a growth of 15.15% compared to the previous year[4] - The net profit after deducting non-recurring gains and losses was ¥72,481,391.62, up by 15.29% year-on-year[4] - The net profit for the first three quarters of 2025 reached CNY 191,805,027.11, an increase from CNY 170,781,045.00 in the same period of 2024, representing an increase of approximately 12.0%[21] - The company's total profit for the current period was CNY 243,593,376.67, an increase from CNY 227,636,434.28 in the previous year, representing a growth of approximately 7.3%[21] Cash Flow and Liquidity - The cash flow from operating activities for the year-to-date was ¥410,883,668.24, which is a decrease of 46.72% compared to the previous year[5] - The net cash flow from operating activities decreased to CNY 410,883,668.24 in 2025 from CNY 771,218,954.50 in 2024, reflecting a decline of approximately 46.7%[24] - Cash and cash equivalents as of September 30, 2025, were CNY 830,065,550.19, a decrease from CNY 1,188,839,824.64 at the end of 2024[14] - The cash and cash equivalents at the end of the period were CNY 830,065,550.19, compared to CNY 640,586,173.26 at the end of the previous year, showing an increase of approximately 29.6%[25] Assets and Liabilities - Total assets at the end of the reporting period were ¥9,653,868,105.43, a decrease of 0.59% from the end of the previous year[5] - Total assets as of September 30, 2025, were CNY 9,653,868,105.43, slightly down from CNY 9,711,521,348.82 at the end of 2024[17] - Total liabilities as of September 30, 2025, were CNY 4,930,015,359.51, compared to CNY 5,092,148,212.13 at the end of 2024, showing a decrease of 3.2%[16] - The company's total equity as of September 30, 2025, was CNY 4,723,852,745.92, an increase from CNY 4,619,373,136.69 at the end of 2024[17] Shareholder Information - Shareholder equity attributable to the parent company was ¥4,565,852,580.51, an increase of 2.11% year-on-year[5] - The total number of ordinary shareholders at the end of the reporting period was 32,935[10] Operating Costs and Expenses - Total operating costs for the first three quarters of 2025 were CNY 6,335,295,304.20, up from CNY 5,920,690,791.89 in 2024, reflecting a year-on-year increase of 7.0%[20] - Research and development expenses for the first three quarters of 2025 amounted to CNY 6,386,976.75, down 29.3% from CNY 9,045,052.20 in 2024[20] - The company incurred financial expenses of CNY 7,622,357.88, up from CNY 7,074,180.23, marking an increase of about 7.8%[21] - The interest expenses decreased significantly to CNY 16,391,589.76 from CNY 27,590,239.65, a reduction of approximately 40.5%[21] Government Subsidies - The company received government subsidies amounting to ¥2,560,866.91 during the quarter, contributing positively to the financial results[7] Earnings Per Share - Basic earnings per share for the quarter were ¥0.06, unchanged from the previous year[5] - The basic and diluted earnings per share remained stable at CNY 0.14 for both periods[22] Investment Activities - The company’s investment activities resulted in a net cash outflow of CNY 437,656,625.48, compared to a net outflow of CNY 678,335,906.97 in the previous year, indicating an improvement of about 35.5%[24] Profit Margins - Operating profit margin for the first three quarters of 2025 was approximately 3.7%, compared to 3.8% in the same period of 2024, indicating a slight decrease[20]

Market Overview - The packaging and printing sector increased by 0.27% on October 28, with Joyful Intelligence leading the gains [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Stock Performance - Notable gainers in the packaging and printing sector included: - Junbing Xihang (301198) with a closing price of 13.15, up 7.08% and a trading volume of 190,000 shares, totaling 247 million yuan [1] - Baosteel Packaging (601968) closed at 5.55, up 4.72% with a trading volume of 372,200 shares, totaling 205 million yuan [1] - Hongyu Packaging Materials (920274) closed at 33.17, up 4.14% with a trading volume of 34,600 shares, totaling 113 million yuan [1] Fund Flow Analysis - The packaging and printing sector experienced a net outflow of 274 million yuan from institutional investors, while retail investors saw a net inflow of 221 million yuan [2] - The sector's overall fund flow indicates a mixed sentiment, with institutional selling contrasted by retail buying [2] Individual Stock Fund Flow - Key stocks with significant fund flow include: - Yutong Technology (002831) with a net inflow of 13.54 million yuan from institutional investors, but a net outflow of 14.21 million yuan from speculative investors [3] - Baosteel Packaging (601968) had a net inflow of 8.45 million yuan from institutional investors, while speculative investors saw a net outflow of 4.55 million yuan [3] - Junbing Xihang (301198) recorded a net inflow of 0.59 million yuan from retail investors, despite a net outflow from institutional and speculative investors [3]

Summary of Baosteel Packaging Conference Call Industry Overview - Baosteel Packaging is a leading player in the domestic metal packaging industry, with a focus on two-piece can business, which accounts for 95% of its operations [2][4] - The two-piece can industry is currently experiencing an oversupply, with total demand around 55 billion cans and supply reaching 60-70 billion cans [2][6] - The beer can penetration rate in China is only 30%, significantly lower than the 50-60% in developed countries, indicating substantial growth potential [2][6] Key Financial Metrics - Revenue is projected to grow from 5 billion yuan in 2018 to 8.3 billion yuan in 2024, representing a compound annual growth rate (CAGR) of 9% [2] - Net profit is expected to increase from 40 million yuan in 2018 to 170 million yuan in 2024, with a CAGR of 26% [2][5] - The company’s domestic two-piece can business has a significant profit elasticity, where a 1% increase in gross margin can yield an additional 120 million yuan in net profit [4][12] Market Position and Competitive Landscape - Baosteel Packaging is positioned as a market leader in the two-piece can sector, with a strong focus on expanding its overseas market presence, particularly in Southeast Asia [2][9] - The competitive landscape is improving due to industry consolidation, such as Orijin's acquisition of COFCO Packaging, which enhances market concentration [2][8] - The company is experiencing a shift in capital expenditure towards overseas markets, with 30% of its revenue coming from international operations [2][9] Future Performance Expectations - The company anticipates a gradual recovery in profitability starting in 2024, driven by improved pricing power and market conditions [3][4] - For 2025, net profit is projected to be between 190 million to 200 million yuan, with a further increase to 330 million yuan in 2026 [7][15] - The estimated price-to-earnings (PE) ratio for 2025 is around 35 times, while the price-to-book (PB) ratio is expected to be 1.77 times, indicating potential for a 20% price increase [7][16] Catalysts for Profit Improvement - Key catalysts for profitability improvement include the optimization of the competitive landscape, government policies against excessive competition, and rising beer can penetration rates [3][8] - The company is also benefiting from high automation levels in new Southeast Asian production lines, which contribute to higher profit margins compared to domestic operations [2][9] Additional Insights - The two-piece can industry has undergone three phases: rapid growth (2000-2012), price wars due to oversupply (2012-2018), and a current phase of consolidation and recovery [10][11] - The company’s domestic production capacity is expected to reach 13 billion cans in 2024, with plans for further expansion in subsequent years [13] - The first quarter of 2025 saw pressure on earnings due to raw material price increases, but a recovery is expected in the second quarter, with overseas operations contributing significantly to profits [14]

Core Insights - The metal packaging industry is undergoing significant transformation driven by manufacturing upgrades and green low-carbon development, with Shanghai Baosteel Packaging Co., Ltd. emerging as a key player in this transition [1] Financial Performance - In 2024, the company achieved operating revenue of 8.318 billion yuan, reflecting a year-on-year growth of 7.19% [2] - For the first half of 2025, the non-recurring net profit attributable to shareholders increased by 13.68% year-on-year, indicating strong operational resilience and growth potential [2] Product and Operational Innovation - The company has introduced innovative products such as the 710ML large can and temperature-sensitive cans, expanding market options and creating new application scenarios [2] - The implementation of a "one headquarters, multiple bases" model and the "three smart systems" has led to comprehensive digital coverage of domestic bases, with plans for overseas promotion [2] Global Strategy and Green Transition - The company reported a 25.78% year-on-year increase in overseas business revenue in 2024, highlighting its successful global business optimization [2] - Baosteel Packaging has achieved full coverage of domestic green factories and is actively developing a "dual carbon dual control" cloud platform, along with the industry's first product carbon footprint report [3] Investor Relations and Returns - The company has implemented a shareholder return plan and has made significant strides in capital operations, including its first share buyback and mid-term dividend [4] - Over the past decade, Baosteel Packaging has distributed dividends 11 times, with a cumulative dividend amount of 672 million yuan, maintaining a cash dividend payout ratio of over 50% for the past eight years [4] Future Outlook - The company aims to focus on becoming a world-class enterprise in the metal packaging sector, emphasizing innovation, global resource optimization, and green low-carbon transformation [4]

Summary of Metal Packaging Industry Conference Call Industry Overview - The metal two-piece can industry is currently dominated by three major companies: Aoyuan, Baosteel Packaging, and Shenxin, with Aoyuan holding a market share of 40% and Baosteel Packaging at 23% [1][3] - The industry has undergone ten years of expansion and consolidation, leading to increased market concentration which may drive rational supply-side expansion and end disorderly competition [1][3] Demand Dynamics - Downstream demand for metal two-piece cans primarily comes from beer, soft drinks, and herbal tea, with beer accounting for over 50% of the demand [1][4] - The canning rate for beer in China is below 20%, significantly lower than in Southeast Asia and Europe, but has been steadily increasing due to changing consumer preferences [4][5] Challenges Facing the Industry - The industry faces challenges of overcapacity, with annual sales of approximately 55.1 billion cans against a production capacity of 71 billion cans, resulting in about 15 billion cans of excess capacity [1][6] - Rising aluminum prices have led to widespread losses in the industry, making price increases at year-end crucial for reversing losses [1][6] Price Increase Expectations - There is a strong expectation for price increases in the metal two-piece can industry by the end of this year, with anticipated increases between 1.5 to 2 cents, and possibly exceeding 2 cents under optimistic conditions [2][11] - If the price increase approaches 2 cents, leading companies like Aoyuan, Baosteel, and Shenxin could see their stock prices rise by approximately 30% [12] Future Outlook - The industry is expected to enter a sustained price increase phase over the next one to two years, driven by improved supply-demand relationships and alleviation of current loss pressures [7] - Profitability and pricing in 2025 may represent a historical bottom, with a projected price increase cycle lasting 2 to 3 years starting from late 2025 [8] Company-Specific Insights - **Aoyuan**: After acquiring COFCO Packaging, Aoyuan's profit from three-piece cans is expected to be around 1 billion yuan, while two-piece cans may incur a loss of about 200 million yuan. Operating profit is projected between 700 to 800 million yuan, with total apparent profit likely between 1.2 to 1.3 billion yuan [14] - **Baosteel Packaging**: Currently facing low profit margins due to its focus on two-piece cans, but benefits from overseas production capacity contributing positively to overall profitability [15] - **Shenxin**: Maintains annual profits around 500 million yuan, with potential for improved profitability if price increases are realized [16] Strategic Changes and Market Dynamics - The future of the domestic metal two-piece can industry may hinge on strategic adjustments by Aoyuan, Baosteel, and Shenxin, which collectively hold 80% of the market share [17] - The industry is at a cyclical bottom and may soon experience a significant upward shift, suggesting a favorable environment for investors [17][18]

证券代码：601968 证券简称：宝钢包装 公告编号：2025-036 上海宝钢包装股份有限公司 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 2025年第三次临时股东会决议公告 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。 (一)股东会召开的时间：2025 年 10 月 16 日 (二)股东会召开的地点：上海市宝山区同济路 333 号 4 号楼会议室 (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 | 231 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 772,616,197 | | 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（已扣除公司回购专户股份数）的比例（%） | 61.25 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，董事长曹清先生主持会议。本次股东会采用 现场投票和网络投票相结合的方式表决，会议的召 ...

FANGDA PARTNERS 2025 年第三次临时股东会之法律意见书 致：上海宝钢包装股份有限公司 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法 律执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席上海宝钢 包装股份有限公司（以下简称"宝钢包装"或"公司"）2025 年第三次临时股东会 （以下简称"本次股东会"），并就本次股东会的召集和召开程序、参与表决和召 集会议人员的资格、表决程序和表决结果等有关事宜出具本法律意见书。 本法律意见书依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东会规则》及其他相关中华人民共和国境内已公开颁布并生效的法律、 法规、规章及规范性文件（以下合称"中国法律法规"）以及《上海宝钢包装股份 有限公司章程》（以下简称"《公司章程》"）的规定出具。 本法律意见书仅就本次股东会的召集和召开程序、出席会议人员、召集人、 表决程序是否符合相关中国法律法规及《公司章程》的规定以及表决结果是否合 法、有效发表意见，并不对任何中国法律法规以外的国家或地区的法律发表任何 http://www.fangdalaw.com 中国上海市石门一路 288 ...