北京市中伦律师事务所 关于金石资源集团股份有限公司 2025 年第二次临时股东会的 法律意见书 致：金石资源集团股份有限公司 北京市中伦律师事务所（以下简称"本所"）作为金石资源集团股份有限公 司（以下简称"公司"）的常年法律顾问，受公司委托，指派律师出席公司 2025 年第二次临时股东会（以下简称"本次股东会"）。本所律师根据《中华人民共和 国公司法》（以下简称"《公司法》"）等相关法律、法规、规范性文件及《金石资 源集团股份有限公司章程》（以下简称"《公司章程》"）、《金石资源集团股份有限 公司股东会议事规则》（以下简称"《股东会规则》"）的规定，通过现场及视频的 方式对本次股东会进行见证并出具法律意见。 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承 担相应法律责任。 法律意见书 为出具本法律意见书， ...

证券代码：603505 证券简称：金石资源 公告编号：2025-056 金石资源集团股份有限公司 2025年第二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 12 月 26 日 (二) 股东会召开的地点：杭州市西湖区求是路 8 号公元大厦南楼 2303 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： 二、 议案审议情况 审议结果：通过 表决情况： 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 209 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 406,991,434 | | 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（%） | 48.4784 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次会议由公司董事会召集，以现场投票及网络投票相结合的方式召开，会议由 公司董事长王锦华先生主持。会议的召集、召开及表决 ...

Core Viewpoint - The article highlights the rapid growth of the cooling liquid market driven by the expansion of the energy storage industry and data centers, emphasizing the strategic acquisition of Noah Fluorochemical by Jinshi Resources to leverage its upstream fluorite resources and enhance its position in the high-growth fine fluorochemical sector [1][2][3]. Group 1: Market Dynamics - The cooling liquid market is experiencing significant demand due to advancements in liquid cooling technology, which is essential for the efficient and stable operation of systems in data centers and AI applications [1][5]. - Jinshi Resources, a leading fluorite mining company, is acquiring a 15.7147% stake in Noah Fluorochemical for 257 million yuan, valuing the company at 1.635 billion yuan post-investment [2][3]. Group 2: Company Profiles - Jinshi Resources holds the largest single fluorite mine in China with approximately 27 million tons of fluorite reserves, extending its operations into downstream fluorochemical products, thus forming a complete industrial chain from resource extraction to new energy materials [3][4]. - Noah Fluorochemical, established in 2015, specializes in the R&D, manufacturing, and sales of fluorinated electronic chemicals, including fluorinated cooling liquids, and has been recognized as a national-level "specialized and innovative" enterprise [4][5]. Group 3: Product Applications - Noah Fluorochemical's products, such as fluorinated cooling liquids, have been successfully applied in high-performance computing environments, including supercomputing centers and major internet companies, demonstrating their effectiveness in thermal management [4][5]. - The company's electronic-grade fluorinated cooling liquids have achieved significant performance metrics, including a 30% improvement in thermal conductivity over traditional media, making them suitable for advanced semiconductor cooling systems [5]. Group 4: Future Trends - The article suggests that as AI computing power and high-performance computing demands surge, liquid cooling will evolve from a mere cooling method to a comprehensive thermal management solution, crucial for the reliability of large-scale AI data centers [5]. - Innovations in materials and system integration related to liquid cooling technology are expected to play a key role in the efficient thermal management of data centers, edge computing, energy storage, and new energy sectors [5].

Core Viewpoint - Jinshi Resources announced its intention to acquire a stake in Zhejiang Noah Fluorochemical Co., marking a strategic extension into downstream fine fluorochemicals and an important move for value chain deepening and industry integration [1] Group 1: Company Overview - Jinshi Resources is a leading enterprise in the upstream fluorochemical sector, aiming to enhance its business model by integrating vertically from fluorite mining to hydrogen fluoride production and fine fluorochemical manufacturing [1] - The company has expanded its operations from fluorite resources to basic fluorochemical products, including anhydrous hydrogen fluoride and anhydrous aluminum fluoride, as well as downstream lithium battery materials like lithium hexafluorophosphate [1] Group 2: Acquisition Details - Jinshi Resources plans to acquire approximately 15.7147% of Noah Fluorochemical for a cash consideration of about 257 million yuan [1] - Upon completion of the transaction, Jinshi Resources will become the second-largest shareholder of Noah Fluorochemical, with a shareholding gap of only 0.1415 percentage points from the largest shareholder [1] Group 3: Market Position and Product Application - Noah Fluorochemical's fluorinated cooling liquid products are produced through chemical synthesis and have unique advantages in purification and testing technology [1] - The company’s products have been utilized by well-known domestic and international internet companies and server manufacturers, with an established annual production capacity of 5,000 tons of fluorinated liquids, ranking among the top in the domestic immersion liquid cooling market [1]

巨化股份在日前接受机构调研时表示，2026年空调市场将保持稳定增长，预计主流三代制冷剂R32的供 需将维持紧平衡状态。随着新能源汽车快速发展，R134a的需求将会增加，供需平衡预计会更加紧张。 R125则由于内用配额比例较小和社会库存减少，其供需关系也将较为紧张。 该公司指出，制冷剂行业内部分企业存在配额品种不齐全、部分配额数量较少的情况。当高全球增温潜 势值制冷剂产品价格上涨，或企业为维护客户和渠道需要时，可能会调增高GWP值制冷剂的产量。 国信证券的观点认为，预计2026年主流三代制冷剂将保持供需紧平衡。制冷剂配额约束收紧为长期趋势 方向，在此背景下，R32、R134a、R125等主流制冷剂的景气度有望延续，价格长期仍有较大上行空 间，对应制冷剂配额龙头企业有望保持长期高盈利水平。此外，液冷产业的发展也被看好，其对氟化液 与制冷剂的需求有望提升。 在产业链动态方面，上游萤石资源龙头企业金石资源于12月21日晚间发布公告，拟斥资2.57亿元受让浙 江诺亚氟化工有限公司15.7147%的股权，交易完成后将成为其第二大股东。金石资源在公告中表示， 本次交易是公司作为氟化工上游龙头企业向下游高附加值精细氟化工领域 ...

Core Viewpoint - Jinshi Resources (603505.SH) plans to strategically extend into the downstream fluorochemical sector by acquiring a 15.7147% stake in Zhejiang Noah Fluorochemical Co., Ltd. for 257 million yuan, positioning itself as the second-largest shareholder in the company [1][2]. Group 1: Acquisition Details - The acquisition involves a cash payment of 257 million yuan for the stake in Noah Fluorochemical, which has a registered and paid-in capital of 13.106 million yuan [1]. - After the acquisition, Jinshi Resources will hold a 15.7147% stake, closely trailing the largest shareholder by only 0.1415 percentage points [2]. Group 2: Financial Performance - Noah Fluorochemical reported revenues of 541 million yuan and a net profit of 46.258 million yuan for 2024, with revenues reaching 510 million yuan and a net profit of 64.131 million yuan from January to October 2025, surpassing the entire 2024 profit [2]. - Jinshi Resources has experienced significant revenue growth, with total revenue of 2.752 billion yuan in 2024, a 45.17% increase year-on-year, but net profit decreased by 26.33% [4]. Group 3: Strategic Rationale - The acquisition aligns with Jinshi Resources' strategy to leverage its upstream fluorite resources and expand into high-growth fine fluorochemical markets, enhancing its vertical integration [3]. - Noah Fluorochemical specializes in high-tech electronic chemicals, with products that have gained traction in significant projects, including applications in national supercomputing centers and major internet companies [3].

Core Viewpoint - The article discusses the strategic investment by Jinshi Resources in Zhejiang Noah Fluorochemical Co., marking a significant step in the company's transition from mining to high-value downstream chemical production [1][2]. Group 1: Investment Details - Jinshi Resources plans to invest 257 million yuan to acquire a 15.7147% stake in Noah Fluorochemical, positioning itself as the second-largest shareholder [1][2]. - The shareholding gap between Jinshi Resources and the largest shareholder is only 0.1415 percentage points, suggesting potential future governance maneuvers [2]. - The transaction is based on a valuation of Noah Fluorochemical at 1.635 billion yuan, reflecting the company's growth potential [3]. Group 2: Strategic Implications - This investment represents a strategic move for Jinshi Resources to extend its value chain from upstream fluorite mining to downstream fine chemical production [4][5]. - Jinshi Resources aims to leverage its upstream resource advantages to support Noah Fluorochemical's production of high-value fluorinated products, enhancing synergy between the two companies [5]. - The investment aligns with Jinshi Resources' broader strategy to penetrate the high-end fluorine materials market through vertical integration [6]. Group 3: Financial Performance of Noah Fluorochemical - Noah Fluorochemical is experiencing rapid growth, with projected revenues of 541 million yuan and net profits of 46.258 million yuan for 2024, and 510 million yuan in revenue with net profits reaching 64.131 million yuan in the first ten months of 2025 [2]. - The company specializes in the research, manufacturing, and sales of fluorinated electronic chemicals, with established production capacity of 5,000 tons of fluorinated liquids [2].

Group 1 - The core viewpoint of the news is that Jinshi Resources plans to acquire a stake in Zhejiang Noah Fluorochemical Co., Ltd., marking a strategic extension into downstream fine fluorochemicals and deepening the value chain [1] - Jinshi Resources aims to purchase 15.7147% of Noah Fluorochemical for approximately 257 million yuan, which will make it the second-largest shareholder in the company, with a shareholding gap of only 0.1415 percentage points from the largest shareholder [1] - Noah Fluorochemical has established a production capacity of 5,000 tons of fluorinated liquids and is a leading player in the domestic immersion liquid cooling market [1] Group 2 - Jinshi Resources is transitioning from a passive resource supplier to an active industry chain integrator, building a vertical integration from fluorite mining to hydrogen fluoride manufacturing and fine fluorochemical production [2] - The demand for liquid cooling in data centers has surged due to AI advancements, significantly boosting Noah Fluorochemical's profit growth, with a projected net profit of 46.2582 million yuan for 2024 and 64.1309 million yuan for January to October 2025 [2] - Jinshi Resources acknowledges potential risks associated with industry cycles, management of the target company, price fluctuations of key fluorochemical products, technological iterations, and market performance [2]

Group 1 - The State Council emphasizes the need for all departments to align their actions with the central government's economic work requirements for the upcoming year, enhancing responsibility and urgency in implementing tasks [1] - The Ministry of Commerce highlights the importance of high-quality business development and international trade coordination, aiming to boost domestic and international economic cycles [2] - Researchers at Shanghai Jiao Tong University have achieved a breakthrough in all-optical computing chips, which could significantly enhance computational efficiency for AI and large-scale data processing [3] Group 2 - The National Internet Information Office and the China Securities Regulatory Commission have taken action against 17 accounts spreading rumors and illegal stock recommendations, emphasizing the need for accurate financial information dissemination [4] - Fujian Province has introduced a comprehensive financial support plan for technology innovation, aiming for a 10% annual growth in loans to technology-related industries by 2025-2027 [5] - The world's first commercial supercritical carbon dioxide power generation unit has successfully commenced operations, marking a significant advancement in energy technology [6] Group 3 - Moore Threads has launched a new GPU architecture, "Huagang," which boasts a 50% increase in computing density and a tenfold improvement in energy efficiency [7][8] - The first L3-level autonomous driving license has been issued to Changan Automobile, marking a significant milestone in the development of autonomous driving technology [9] - Nine U.S. pharmaceutical companies have reached agreements with the government to lower drug prices, indicating a shift towards more affordable healthcare solutions [10] Group 4 - The market has shown signs of recovery with a three-day rebound, although caution is advised as the overall trend has not yet confirmed a sustained upward movement [11] - Samsung has unveiled the world's first 2nm smartphone chip, which is expected to enhance performance significantly, indicating advancements in semiconductor technology [12]

Investment Rating - The report maintains an "Outperform" rating for the company, indicating a positive outlook compared to the market [6]. Core Insights - The company plans to acquire a 15.71% stake in Zhejiang Noah Fluorochemical, becoming its second-largest shareholder, to expand into the high-end fine fluorochemical sector [6]. - The acquisition is aimed at leveraging the company's upstream resources in fluorite and hydrogen fluoride to enhance its position in the downstream fine chemical market, particularly in immersion cooling solutions for data centers [6]. - The report forecasts significant growth in the company's revenue and net profit over the next few years, with expected revenues of 3.746 billion yuan in 2025 and 5.003 billion yuan in 2027, reflecting a compound annual growth rate (CAGR) of approximately 36.1% [5][8]. Financial Data and Profit Forecast - Total revenue projections for the company are as follows: - 2024: 2,752 million yuan - 2025: 3,746 million yuan - 2026: 4,591 million yuan - 2027: 5,003 million yuan - Net profit forecasts are: - 2025: 338 million yuan - 2026: 568 million yuan - 2027: 763 million yuan - The report indicates a projected EPS of 0.40 yuan for 2025, increasing to 0.91 yuan by 2027 [5][8].