中国银河证券股份有限公司 关于金诚信矿业管理股份有限公司 向不特定对象发行可转换公司债券 之 上市保荐书 保荐人（主承销商） 北京市丰台区西营街 8 号院 1 号楼 7 至 18 层 101 二〇二四年十一月 金诚信矿业管理股份有限公司 向不特定对象发行可转换公司债券之上市保荐书 声 明 中国银河证券股份有限公司（以下简称"银河证券"或"保荐人"）及本项 目保荐代表人已根据《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》"）等法律法规和中国证券监督 管理委员会（以下简称"中国证监会"）及上海证券交易所（以下简称"上交 所"）的有关规定，诚实守信，勤勉尽责，严格按照依法制定的业务规则和行业 自律规范出具上市保荐书，并保证所出具文件真实、准确、完整。 本上市保荐书中如无特别说明，相关用语具有与《金诚信矿业管理股份有限 公司向不特定对象发行可转换公司债券募集说明书》中相同的含义。 注册资本：58,340.8432 万元人民币（因公司处于可转债转股期间，截至 2024 年 9 月 30 日，公司实收股本为 62,375.9261 万人民币，尚未办理工商变更登记手 续 ...

| 证券代码：603979 | 证券简称：金诚信 | 公告编号：2024-088 | | --- | --- | --- | | 转债代码：113615 | 转债简称：金诚转债 | | 金诚信矿业管理股份有限公司 关于向不特定对象发行可转换公司债券申请 获得上海证券交易所受理的公告 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、准确性和完整性承担个别及连带责任。 敬请广大投资者注意投资风险，理性投资。 特此公告。 金诚信矿业管理股份有限公司董事会 2024 年 11 月 20 日 金诚信矿业管理股份有限公司（以下简称"公司"）于 2024 年 11 月 20 日 收到上海证券交易所（以下简称"上交所"）出具的《关于受理金诚信矿业管理 股份有限公司沪市主板上市公司发行证券申请的通知》（上证上审（再融资） 〔2024〕269 号），上交所依据相关规定对公司报送的沪市主板上市公司发行证 券的募集说明书及相关申请文件进行了核对，认为该项申请文件齐备，符合法定 形式，决定予以受理并依法进行审核。 公司本次向不特定对象发行可转换公司债券事项尚需通过上交所审核，并获 ...

北京国枫律师事务所 关于金诚信矿业管理股份有限公司 申请向不特定对象发行可转换公司债券的 法律意见书 国枫律证字[2024]AN131-7 号 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街 26 号新闻大厦 7 层 邮编：100005 电话（Tel）：010-88004488/66090088 传真（Fax）：010-66090016 目 录 | 释 | 义… | | --- | --- | | 一、 | 本次发行的批准和授权………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….. | | ニ、 | 发行人本次发行的主体资格 | | 11 ( | 本次发行的实质条件. | | 四、 | 发行人的独立性……………………………………………………………………………………………………………… 13 | | 五、 | 发行人的主要股东及实际控制人. | | 六、 | 发行人的股本及演变 | ...

Investment Rating - The report assigns an "Accumulate" rating for the company, indicating a positive outlook based on its dual-driven strategy of mining services and resource development [4][5]. Core Insights - The company is transitioning from a single mining service provider to a diversified mining group, leveraging its historical expertise in mining operations and management [21][22]. - The mining service business has shown steady growth, with a compound annual growth rate (CAGR) of 19% from 2018 to 2023, while the resource business is beginning to ramp up significantly [22][28]. - The company has established a strong order book, with total contracts amounting to 12 billion yuan, ensuring a solid profit base moving forward [50]. Summary by Sections 1. Company Overview - The company has been engaged in mining operation management and engineering since its establishment in 1997, with a strong family legacy in the mining industry [21][22]. - It has developed a unique "service + resource" business model, which is expected to drive growth as it expands into resource development [21][22]. 2. Mining Service Operations - The mining service business is positively correlated with metal prices, leading to increased capital expenditures by mining companies [4][5]. - Mining output has steadily increased from 12.87 million tons in 2014 to 39.33 million tons in 2023, with a CAGR of 13% [28][32]. - The average unit profit for mining has risen to 34 yuan per ton in 2023, reflecting a 56% increase since 2014 [28][32]. 3. Resource Development - The company is actively developing mining resources, including a phosphate project in collaboration with a major fertilizer company and several copper mining projects in Africa and South America [4][10]. - The expected annual production from copper mines upon reaching full capacity is 111,400 tons, with significant profit potential as these projects come online [4][10][57]. - The company has a robust resource base, with significant reserves in both phosphate and copper, ensuring long-term growth prospects [57]. 4. Financial Projections - The company forecasts net profits of 1.463 billion yuan, 2.058 billion yuan, and 2.339 billion yuan for 2024, 2025, and 2026, respectively, with corresponding price-to-earnings ratios of 17.08X, 12.15X, and 10.69X [5][9]. - The average P/E ratios for comparable companies in the industry are higher, indicating a favorable valuation for the company given its growth potential [5][9].

| 证券代码：603979 | 证券简称：金诚信 公告编号：2024-087 | | --- | --- | | 转债代码：113615 | 转债简称：金诚转债 | 金诚信矿业管理股份有限公司 关于担保额度调剂及为子公司提供担保的进展公告 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个别及连带责任。 特别风险提示：本次被担保人为资产负债率超过 70%的子公司，敬请广 大投资者注意相关风险。 一、 担保事项概述及进展情况 （一）担保的主要情况 因日常生产经营需要，公司为刚果（金）全资子公司 Sabwe 与 Copperbelt Energy Corporation Plc 签署的购电合同提供付款担保并开具银行保函，担保金 额 466.56 万美元，担保期限至 2027 年 6 月 30 日。 （二）本担保事项履行的内部决策程序及本次担保额度调剂情况 重要内容提示： 被担保人名称：公司全资子公司 Sabwe Mining Sarl（简称 Sabwe）。 本次担保额度调剂金额：470 万美元，系调剂发生时资产负债率为 70% 以上的子公司自 ...

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 43.12 CNY per share [6]. Core Views - The mining service sector shows stable growth, while the resource sector has experienced rapid growth, contributing significantly to the company's performance [2][3]. - The company achieved total operating revenue of 6.971 billion CNY in the first three quarters of 2024, a year-on-year increase of 31.23%, and a net profit attributable to shareholders of 1.093 billion CNY, up 53.96% year-on-year [2]. - The Lonshi copper mine is expected to reach full production by the end of 2024, with plans to produce 20,000 tons of copper metal and sell 22,000 tons [4]. Summary by Sections Financial Performance - In Q3 2024, the company reported total operating revenue of 2.698 billion CNY, a 32.73% increase year-on-year, and a net profit of 480 million CNY, up 56.14% year-on-year [2]. - The mining service sector's revenue for the first three quarters was 4.878 billion CNY, a slight increase of 3.04% year-on-year, while the resource sector's revenue surged to 1.975 billion CNY, a remarkable increase of 343.56% year-on-year [3]. Profitability - The gross profit margin for the mining service sector was 28.49%, while the resource sector achieved a gross profit margin of 44.25% [3]. - The company forecasts net profits of 1.49 billion CNY, 2.1 billion CNY, and 2.336 billion CNY for 2024, 2025, and 2026, respectively, with corresponding P/E ratios of 18X, 13X, and 12X [4]. Market Outlook - The report anticipates continued upward pressure on copper prices due to tightening supply and improving demand in Q4 2024 [4]. - The acquisition of an 80% stake in the Lubambe copper mine has been completed, which will contribute to the company's resource production starting from July 2024 [4].

Group 1: Copper Mining Projects - Lonshi copper mine has discovered three main copper bodies with stable continuity, but resource estimation is still pending [1][2] - Lubambe copper mine project completed the equity transfer, with the company holding 70% of the shares post-transfer [3] - Dikulushi copper mine plans to produce approximately 10,000 tons of copper concentrate in 2024, while Lonshi aims for 20,000 tons of copper metal production [3][4] Group 2: Overseas Business and Revenue - Overseas revenue accounted for 64.51% of the company's main business income in 2023 [3] - The company is focusing on increasing its overseas business scale and enhancing its service offerings [4] Group 3: Financial Management and Risks - The company has established foreign exchange management policies to mitigate risks associated with currency fluctuations [6] - The impact of exchange rate fluctuations on the company's performance is minimal due to limited foreign currency transactions [6] Group 4: Future Outlook and Strategy - The company anticipates that global copper supply will be constrained due to declining average ore grades and low capital expenditures, supporting long-term copper price stability [6] - Future acquisition plans will focus on exploration to increase reserves, particularly in copper and precious metals [6]

Investment Rating - The report maintains a "Buy" rating for the company [2] Core Views - The company reported a significant increase in revenue and net profit for Q3 2024, with revenue reaching 6.971 billion yuan, a year-on-year growth of 31.23%, and a net profit of 1.093 billion yuan, up 53.96% [2] - The growth in performance is attributed to the expansion of mining services and sales of mineral products [2] - The mining resource development business is entering a rapid growth phase, with several projects expected to contribute significantly to future revenues [2] - The report forecasts revenues of 9.399 billion yuan, 10.800 billion yuan, and 11.785 billion yuan for 2024, 2025, and 2026 respectively, with corresponding net profits of 1.578 billion yuan, 2.041 billion yuan, and 2.445 billion yuan [4][6] Financial Summary - The company achieved a revenue of 6.971 billion yuan in Q3 2024, with a year-on-year growth of 32.71% and a quarter-on-quarter growth of 17.30% [2] - The gross profit margin for mining services was reported at 28.47% for the first three quarters [2] - The report projects an increase in EPS from 1.65 yuan in 2023 to 2.53 yuan in 2024, 3.27 yuan in 2025, and 3.92 yuan in 2026 [4][6] - The company's debt-to-asset ratio is currently at 46.6% [1]

Investment Rating - The report maintains a "Recommended" rating for the company [2][9]. Core Views - The company has entered an accelerated growth phase in its mining resource development business, with significant revenue and profit increases reported for Q3 2024 [2][4]. - The mining service business remains a stable growth pillar, while the mining resource development business has become a major growth driver [3][4]. - The company is expected to benefit from ongoing capital expenditures in the mining industry and the expansion of its overseas market share [8]. Summary by Sections Financial Performance - For Q3 2024, the company achieved revenue of 2.698 billion yuan, a year-on-year increase of 32.73%, and a net profit of 479 million yuan, up 56.05% [2]. - Year-to-date revenue reached 6.971 billion yuan, reflecting a 31.23% increase, with a net profit of 1.089 billion yuan, up 54.81% [2]. Mining Service Business - The mining service business generated revenue of 4.878 billion yuan in the first three quarters, a 3.04% increase year-on-year, accounting for 71.2% of total revenue [3]. - The profit from mining services was 1.39 billion yuan, with a year-on-year growth of 2.94% [3]. - The company’s overseas mining service revenue increased, indicating strong competitive advantages in international markets [3]. Mining Resource Development - The mining resource development business reported revenue of 1.975 billion yuan for Q3 2024, a staggering 343.56% increase year-on-year, now representing 28.8% of total revenue [4]. - This segment contributed a gross profit of 874 million yuan, with a gross margin of 44.2% [4]. - The company holds significant mineral reserves, including 2.36 million tons of copper and 1.895 million tons of phosphate rock [4]. Future Outlook - The company plans to invest up to 2 billion yuan in projects, including technical upgrades at the Lubambe copper mine, which is expected to enhance production capacity [4]. - The company anticipates a copper production capacity of 444.158 million tons in 2024, a 12.9% increase year-on-year [3][4]. - Revenue projections for 2024-2026 are 10.986 billion yuan, 13.8 billion yuan, and 16.397 billion yuan, respectively, with corresponding net profits of 1.607 billion yuan, 2.479 billion yuan, and 3.045 billion yuan [9][10].

Investment Rating - The report maintains a "Strong Buy" rating for the company, indicating an expectation to outperform the benchmark index by over 20% in the next six months [1][11]. Core Views - The company's performance in Q3 2024 met expectations, with a record high net profit attributable to shareholders driven by both resource and mining service segments [1]. - The mining service business showed steady growth, while the resource development business experienced significant revenue increases due to higher sales volumes [1]. - The report forecasts substantial profit growth for the upcoming years, with projected net profits of 1.615 billion, 2.224 billion, and 2.748 billion yuan for 2024, 2025, and 2026 respectively, reflecting year-on-year growth rates of 56.6%, 37.7%, and 23.5% [2][4]. Financial Performance Summary - For the first three quarters of 2024, the company achieved total revenue of 6.971 billion yuan, a year-on-year increase of 31.23%, and a net profit of 1.093 billion yuan, up 53.96% [1]. - In Q3 2024 alone, revenue reached 2.698 billion yuan, marking a 32.73% year-on-year increase and a 17.3% quarter-on-quarter increase, with net profit at 480 million yuan, up 56.14% year-on-year and 41.71% quarter-on-quarter [1]. - The mining service segment accounted for 71.2% of total revenue in the first three quarters, while the resource development segment saw a staggering 344% year-on-year revenue increase [1]. Future Projections - The report anticipates that the company will achieve net profits of 1.615 billion, 2.224 billion, and 2.748 billion yuan in 2024, 2025, and 2026, respectively, with corresponding growth rates of 56.6%, 37.7%, and 23.5% [2][4]. - The projected total revenue for 2024 is estimated at 10.16 billion yuan, with a year-on-year growth rate of 37.3% [2]. Valuation - The report employs a segmented valuation approach, assigning a price-to-earnings (P/E) ratio of 20x for the mining service business and 11x for the resource business, leading to a target market capitalization of 35.1 billion yuan for 2025 [1].