三十九次会议审议，并就本次会议审议的有关议案发表独立 意见如下： | 证券代码：000060 | 证券简称：中金岭南 | 公告编号：2025-025 | | --- | --- | --- | | 债券代码：127020 | 债券简称：中金转债 | | 深圳市中金岭南有色金属股份有限公司 独立董事专门会议2025年 第二次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 深圳市中金岭南有色金属股份有限公司独立董事专门会 议 2025 年第二次会议于 2025 年 4 月 11 日在深圳市中国有色 大厦 26 楼会议室以现场方式召开，会议通知于 2025 年 4 月 1 日送达全体独立董事。会议由独立董事专门会议召集人 罗绍德独立董事主持，应到独立董事 3 名，实到独立董事 3 名，达法定人数。会议符合《公司法》《公司章程》《独立 董事工作制度》的有关规定。 根据《上市公司独立董事管理办法》《深圳证券交易所 上市公司自律监管指引第 1 号——主板上市公司规范运作》 《公司章程》、公司《独立董事工作制度》等相关规定，公 司就《2025 年度公司日常关联 ...

| 证券代码：000060 | 证券简称：中金岭南 | 公告编号：2025-023 | | --- | --- | --- | | 债券代码：127020 | 债券简称：中金转债 | | 深圳市中金岭南有色金属股份有限公司 第九届董事会第三十九次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 深圳市中金岭南有色金属股份有限公司第九届董事会第 三十九次会议于 2025 年 4 月 11 日在深圳市中国有色大厦 23 楼会议厅以现场方式召开，会议通知于 2025 年 4 月 1 日送达 全体董事。会议由董事长喻鸿主持，应到董事 8 名，实到董 事 8 名，达法定人数。公司监事列席了会议，会议符合《公 司法》和《公司章程》《董事会议事规则》的有关规定。 会议审议通过如下决议： 一、审议通过《2024 年度董事会报告》； 此议案尚须提请公司股东大会审议通过。 表决结果：同意 8 票，反对 0 票，弃权 0 票 二、审议通过《2024 年度总裁工作报告》； 表决结果：同意 8 票，反对 0 票，弃权 0 票 三、审议通过《关于 2024 年度公司董事、监事 ...

深圳市中金岭南有色金属股份有限公司 关于2024年度利润分配预案的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1. 深圳市中金岭南有色金属股份有限公司（以下简称 "公司"）2024 年度利润分配预案为：以公司 2024 年 12 月 31 日总股本 3,737,596,125 股为基数，每 10 股派人民币现金 0.87 元（含税），现金分红总额 325,170,862.88 元（含税）， 剩余未分配利润 4,733,786,284.99 元拟结转下一年度。若公司 股本总额在权益分派实施前发生变化，公司将按照每股分配 比例固定的原则对分配总额进行调整。 | 证券代码：000060 | 证券简称：中金岭南 | 公告编号：2025-029 | | --- | --- | --- | | 债券代码：127020 | 债券简称：中金转债 | | 2. 公司现金分红预案不触及《深圳证券交易所股票上市 规则》第 9.8.1 条相关规定的可能被实施其他风险警示情形。 一、审议程序 1. 2025 年 4 月 11 日，公司第九届董事会第三十九次会议 一 ...

Financial Performance - The company's operating revenue for 2024 was ¥59.81 billion, a decrease of 8.82% compared to ¥65.60 billion in 2023[19]. - Net profit attributable to shareholders for 2024 reached ¥1.08 billion, an increase of 57.30% from ¥0.69 billion in 2023[19]. - The net cash flow from operating activities was ¥795.59 million, down 49.35% from ¥1.57 billion in 2023[19]. - Basic earnings per share for 2024 were ¥0.29, reflecting a 61.11% increase from ¥0.18 in 2023[19]. - Total assets at the end of 2024 amounted to ¥45.84 billion, a 6.54% increase from ¥43.02 billion at the end of 2023[19]. - Total revenue for 2024 was approximately ¥59.81 billion, a decrease of 8.82% compared to ¥65.60 billion in 2023[79]. - Revenue from lead, zinc, and copper mining, smelting, and sales increased by 18.33% to ¥45.36 billion, accounting for 75.84% of total revenue[79]. - Revenue from aluminum, nickel, and zinc processing and sales rose by 70.95% to ¥2.60 billion, representing 4.35% of total revenue[79]. - The non-ferrous metal trading business saw a significant decline of 51.97%, with revenue dropping to ¥12.44 billion, which accounted for 20.79% of total revenue[79]. - The company reported a total operating cost of approximately ¥55.94 billion, with a gross profit margin of 5.85%[81]. Production and Operations - The company continues to focus on the mining, selection, and smelting of non-ferrous metals, particularly lead and zinc[17]. - The company has a production capacity of 300,000 tons of lead and zinc per year, with significant resource control through acquisitions and integrations[30]. - In 2024, the company's mining operations produced 265,000 tons of lead and zinc metal, a year-on-year increase of 0.84%[47]. - The smelting operations produced 871,500 tons of copper, lead, and zinc products, reflecting a year-on-year growth of 3.26%, with cathode copper production at 431,700 tons, up 7.11%[47]. - The company’s total silver production reached 153 tons and gold production was 267 kilograms in 2024[47]. - The company’s total industrial sulfuric acid production was 1.74 million tons in 2024[47]. - The company has established Shandong Zhongjin Lingnan Copper Industry Co., Ltd. to enter the copper smelting industry in 2023[17]. - The company has undergone several changes in its main business operations, including the acquisition of Canadian Global Star Mining Company, which added copper and gold mining to its portfolio[17]. Environmental and Social Responsibility - The company has a commitment to environmental and social responsibility, as outlined in its annual report[5]. - The company has been recognized as a national-level green factory and has received multiple awards for its technological innovations and environmental initiatives[75]. - The company successfully renewed its national pollutant discharge permits for various subsidiaries in 2024, ensuring compliance with environmental regulations[182]. - The total COD emissions from the company's operations were reported at 32.76 tons, well below the industry standard limit of 500 tons per annum[183]. - The company is committed to reducing pollution and enhancing energy efficiency through continuous technological innovation and environmental remediation projects[181]. - The company has implemented measures to strengthen source control and hazard identification in its operations[181]. - The company has adopted new technologies for waste gas treatment, including high-efficiency dust removal and advanced absorption techniques[188]. - The company has established emergency response plans for environmental incidents, ensuring timely updates and training[189]. Research and Development - The company has a strong focus on technological innovation, with 10 national high-tech enterprises and several awards for scientific achievements in 2024[74]. - R&D investment increased by 15.79% to approximately ¥503 million in 2024, compared to ¥434 million in 2023[93]. - The number of R&D personnel grew by 8.16% to 1,127 in 2024, up from 1,042 in 2023[93]. - The project on copper converter slag resource recovery aims to improve processing efficiency for low-grade copper materials, enhancing the smelting plant's raw material adaptability[94]. - The development of high-precision composite metal materials for electronics and new energy vehicles is ongoing, targeting high performance and low cost[94]. Governance and Management - The company maintains a strong governance structure, ensuring compliance with regulatory requirements and enhancing operational transparency[138]. - The company has implemented a performance-based salary system for its directors and senior management, linked to annual economic performance assessments[155]. - The board of directors has approved a dividend payout of 0.5 RMB per share, reflecting confidence in the company's financial health[147]. - The company has maintained a stable management structure with no significant changes in leadership roles during the reporting period[140]. - The company is focusing on enhancing its leadership team to drive future growth and strategic initiatives[145]. Market Expansion and Strategy - The company is actively pursuing cost reduction and efficiency improvement strategies, implementing 26 key measures to optimize production and management[77]. - The company is expanding its market presence by developing innovative materials to replace imported products, enhancing its competitive edge[94]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share within the next two years[135]. - A strategic acquisition of a local competitor is in progress, which is anticipated to increase the company's resource reserves by 40%[136]. Financial Management and Investments - The company reported an investment income of ¥138.86 million, accounting for 8.67% of total profit, primarily from long-term equity investments[98]. - The total restricted assets at the end of the reporting period amounted to CNY 5,086,314,191.27, primarily due to margin deposits and frozen funds[104]. - The investment amount for the reporting period was CNY 607,176,553.53, representing a significant decrease of 88.18% compared to CNY 5,138,803,238.42 in the same period last year[105]. - The company has significant restricted cash of CNY 243,372,771.97, which is tied up in margin deposits and frozen funds[104]. Employee and Labor Relations - The total number of employees at the end of the reporting period was 11,432, with 5,569 in the parent company and 5,863 in major subsidiaries[167]. - The company has a comprehensive training plan focusing on various levels of personnel, including management and technical staff[169]. - The company emphasizes performance-based compensation linked to corporate and individual performance[168]. - The company has no stock incentive plans or employee stock ownership plans in place during the reporting period[174]. Future Outlook - The company has set a future outlook with a revenue target of 1.5 billion RMB for the next fiscal year, indicating a growth forecast of 25%[133]. - The company plans to produce 251,700 tons of lead and zinc metals in 2025, including 71,000 tons of lead and 180,700 tons of zinc[123]. - The company is focusing on a new strategy called "One Body, Two Wings," which emphasizes the development of deep processing industries for rare metals and materials[122].

中金岭南（000060）公告，2024年营业收入为598.12亿元，同比下降8.82%。归属于上市公司股东的净 利润为10.82亿元，同比增长57.30%。公司拟向全体股东每10股派发现金红利0.87元(含税)，送红股0股 (含税)，不以公积金转增股本。 ...

Group 1 - The core point of the article is the announcement regarding the convertible bonds issued by Shenzhen Zhongjin Lingnan Nonfemet Company, including details on issuance, trading, conversion, and price adjustments [2][3][4][5][6][7] Group 2 - The company issued 38 million convertible bonds with a total value of 380 million yuan, each with a face value of 100 yuan, approved by the China Securities Regulatory Commission [2] - The convertible bonds were listed on the Shenzhen Stock Exchange on August 14, 2020, under the name "Zhongjin Convertible Bonds" with the code "127020.SZ" [3] - The initial conversion price was set at 4.71 yuan per share, which was adjusted to 4.63 yuan on June 18, 2021, and further adjusted to 4.54 yuan on June 14, 2022, and finally to 4.44 yuan on June 28, 2023 [5][6] - As of the first quarter of 2025, 30 bonds were converted, resulting in a reduction of 684 shares, leaving 30,225,520 bonds outstanding with a total value of 3,022,552,000 yuan [6][7]

| 证券代码：000060 | 证券简称：中金岭南 | 公告编号：2025-022 | | --- | --- | --- | | 债券代码：127020 | 债券简称：中金转债 | | 深圳市中金岭南有色金属股份有限公司 关于2025年第一季度可转换公司债券 转股情况公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 动的情况公告如下： 有色金属股份有限公司公开发行可转换公司债券的批复》 特别提示： 中金转债（债券代码：127020）转股期限为2021年1 月25日至2026年7月19日，截至目前，转股价格为人民币 4.38元/股。 根据《深圳证券交易所股票上市规则》、《深圳证券交易 所上市公司自律监管指引第 15 号——可转换公司债券》有关 规定，深圳市中金岭南有色金属股份有限公司（以下简称"公 司"或"中金岭南"）现将 2025 年第一季度可转换公司债券 （以下简称"可转债"或"中金转债"）转股及公司股份变 一、 中金转债发行上市基本情况 （一）可转换公司债券发行情况 经中国证券监督管理委员会《关于核准深圳市中金岭南 1 （证监许可[2020]1181 ...

Financial Performance - The net profit attributable to shareholders for 2024 is expected to be between 100,000 million and 110,000 million RMB, representing a year-on-year increase of 45.40% to 59.94%[3] - The net profit after deducting non-recurring gains and losses is projected to be between 95,000 million and 105,000 million RMB, indicating a growth of 47.83% compared to the previous year[3] - The basic earnings per share is anticipated to be between 0.27 and 0.30 RMB, up from 0.18 RMB in the same period last year[3] Factors Contributing to Profit Growth - The increase in metal prices for the company's main products contributed to the profit growth during the reporting period[5] - The investment income from the disposal of trading financial assets and the fair value changes of held trading financial assets also saw a year-on-year increase[5] - The acquisition of minority shareholder equity during the reporting period led to an increase in net profit attributable to shareholders[5] Financial Reporting and Caution - The financial data presented is preliminary and has not been audited by the accounting firm, with final figures to be confirmed in the audited annual report[4] - Investors are advised to exercise caution and consider investment risks based on the preliminary nature of the earnings forecast[6]

深圳市中金岭南有色金属股份有限公司监事会 2025 年 3 月 14 日 根据《中华人民共和国公司法》及本公司章程的规定， 深圳市中金岭南有色金属股份有限公司第四届第五次职工 代表大会于 2025 年 3 月 12 日在韶关召开。大会应到会职工 代表 110 人，实际到会职工代表 89 人，形成决议如下: 选举杨立新同志为深圳市中金岭南有色金属股份有限 公司第十届监事会职工监事，表决结果为：同意 89 人，占实 际到会职工代表总人数 100%；不同意 0 人，占实际到会职工 代表总人数 0%；弃权 0 人，占实际到会职工代表总人数 0%。 杨立新同志当选为公司第十届监事会职工监事。 特此公告。 | 证券代码：000060 | 证券简称：中金岭南 | 公告编号：2025-020 | | --- | --- | --- | | 债券代码：127020 | 债券简称：中金转债 | | 深圳市中金岭南有色金属股份有限公司 关于选举公司职工监事的公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 附件：杨立新同志简历 杨立新，男，汉族，中共党员，1969 年 11 月 ...

Contract Awards - Gree Electric plans to increase its shareholding through Beijing Haihe Interconnection with an investment of between 1.05 billion to 2.1 billion yuan [1] - Topstrong plans to repurchase shares worth between 20 million to 35 million yuan [1] - Dongfang Zirconium's samples have received preliminary recognition from some solid-state battery material manufacturers for research and trial use [1] - Hongqi Chain is developing and innovating a robot unmanned vending system [1] - Jinyinhai recently entered into deep cooperation with Microvast in the solid-state battery field, with no significant impact on the company's performance in the short term [1] - Honghe Technology proposes a special cash dividend of 12.81 yuan per share [1] Shareholding Changes - Yueling Co.'s actual controller is set to change, and the stock will resume trading tomorrow [1] - Jiaozuo Wanfang's control is also set to change [1] - Yongji Co. plans to transfer part of its equity in Xiniu Wang Company [1] Operating Data - Aerospace Intelligent Manufacturing reported a net profit of 791 million yuan for 2024, an increase of 86.77% year-on-year [1] - Zhangyuan Tungsten reported a net profit of 177 million yuan for 2024, an increase of 23.25% year-on-year [1] - Guangdong Expressway A's net profit for 2024 decreased by 4.39% year-on-year, proposing a cash dividend of 5.23 yuan per share [1] - ST Hanma's heavy-duty truck sales in February reached 810 units, a year-on-year increase of 59.76% [1] - Jiangling Motors sold 21,600 vehicles in February, a year-on-year increase of 8.15% [1] - Dong'an Power's engine sales in February were 28,200 units, a year-on-year decrease of 5.16% [1] - Guangzhou Port's cargo throughput in February is expected to be 40.78 million tons, a year-on-year increase of 13.7% [1] - Far East Co.'s subsidiary won contracts worth over 19.09 billion yuan in February [1] - China Shipbuilding's subsidiary Jiangnan Shipyard signed a batch of dual-fuel container ship construction contracts worth approximately 18 billion to 19 billion yuan [1] - Tsinghua Unigroup signed a supply agreement for lithium battery cathode materials with SK On [1] - Fulongma is expected to win five sanitation service projects in February, with a total contract amount of 339 million yuan [1] - Terui De is expected to win a 194 million yuan new energy project [1] - Samsung Medical's wholly-owned subsidiary won a procurement project from Longyuan Power worth 115 million yuan [1] - Zhongcheng Co. is engaged in procurement business related to inverters and other equipment with related parties [1] Major Investments - Guodian Power is investing in the construction of the Dadu River Eagle Rock Level 1 Hydropower Station project [2] - Batian Co.'s subsidiary plans to invest in the expansion and upgrading of three related projects at the Xiaogaozhai Phosphate Mine [2] Other - Wancheng Group's chairman Wang Jiankun has been detained and is under investigation [2] - Yingjixin plans to acquire control of Huimang Micro, with trading suspended from tomorrow [2] - Hangyang Co. plans to issue convertible bonds not exceeding 1.63 billion yuan [2] - Solar Energy's subsidiary plans to purchase real estate for 367 million yuan [2] - GoerTek's subsidiary's H-share filing materials have been accepted by the China Securities Regulatory Commission [2] - Amway's "water-based solvent-free polyurethane composite material key technology" has been selected as one of the first batch of advanced applicable technologies by the Ministry of Industry and Information Technology [2] - Defang Nano's controlling subsidiary is increasing capital and introducing strategic investors [2] - Yuzhong Three Gorges A has terminated the sale of 10% equity in a small loan company [2] - Tianyu Co. received a warning letter from the FDA in the United States [2] - Haixing Power signed a strategic cooperation agreement with Kerun Zhikong to promote transformer products in overseas markets [2] - Bangjie Co.'s subsidiary Yangzhou Bangjie is temporarily suspending production for no more than three months [2] - Zhi Te New Materials signed a strategic cooperation agreement with Quantum Innovation Center and Microscopic Era [2] - Zhongjin Lingnan plans to raise no more than 1.5 billion yuan through a private placement to its controlling shareholder [2]