关于召开 2025 年第四次临时股东会的通知（更正后） 证券代码：000612 证券简称：焦作万方 公告编号：2025-071 焦作万方铝业股份有限公司 关于召开 2025 年第四次临时股东会的通知（更正后） 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。 一、召开会议基本情况 (一)大会届次：焦作万方铝业股份有限公司 2025 年第四次临时股东会。 (二)大会召集人：公司第十届董事会。 (三)会议召开的合法性、合规性：本次大会的召开程序符合《公司法》《上市公司股东会 规则》《公司章程》等有关规定。 (四)会议召开日期和时间 1．现场会议召开日期和时间：2025 年 9 月 9 日(星期二)下午 2 点 30 分。 2. 网络投票日期和时间 通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 9 月 9 日，上午 9:15-9:25，9:30－11:30 和 13:00－15:00。 通过互联网投票系统(http://wltp.cninfo.com.cn)投票的具体时间为：2025 年 9 月 9 日，上午 9:15-下午 15:00。 (五)会 ...

关于召开 2025 年第四次临时股东会通知的更正公告 证券代码：000612 证券简称：焦作万方 公告编号：2025-070 关于召开 2025 年第四次临时股东会通知的更正公告 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。 焦作万方铝业股份有限公司 焦作万方铝业股份有限公司（以下简称"公司"或"本公司"）于 2025 年 8 月 23 日在 巨潮资讯网（www.cninfo.com.cn）、《中国证券报》《证券时报》《上海证券报》和《证券 日报》上披露了《焦作万方铝业股份有限公司关于召开 2025 年第四次临时股东会的通知》（公 告编号：2025-065）。经审查发现通知中附件二"授权委托书"中有关提案信息披露有误， 现将相关内容予以更正如下： 更正前： 附件 2： 焦作万方铝业股份有限公司 2025 年第四次临时股东会授权委托书 本人(本单位)全权委托 先生(女士)代表本人(本单位)出席焦作 万方铝业股份有限公司 2025 年第四次临时股东会，并于该大会上代表本人(本单位)依照下列 指示对股东会所列议案进行投票，如无指示，则由代理人酌情决定投票。 | | ...

Core Viewpoint - The stock of Jiaozuo Wanfang has shown a significant increase in price and trading volume, indicating positive market sentiment and performance in the aluminum industry [1][2]. Group 1: Stock Performance - As of August 26, Jiaozuo Wanfang's stock price rose by 2.09% to 9.26 CNY per share, with a trading volume of 2.17 billion CNY and a turnover rate of 2.02%, resulting in a total market capitalization of 11.04 billion CNY [1]. - Year-to-date, the stock price has increased by 47.22%, with a 0.98% rise over the last five trading days, 6.68% over the last 20 days, and 26.16% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to March 2025, Jiaozuo Wanfang reported a revenue of 1.483 billion CNY, reflecting a year-on-year growth of 11.94%, and a net profit attributable to shareholders of 161 million CNY, which is a 14.62% increase compared to the previous year [2]. Group 3: Shareholder Information - As of August 20, the number of shareholders for Jiaozuo Wanfang was 61,400, a decrease of 1.92% from the previous period, with an average of 19,405 circulating shares per shareholder, an increase of 1.96% [2]. - Since its A-share listing, Jiaozuo Wanfang has distributed a total of 1.759 billion CNY in dividends, with 405 million CNY distributed over the last three years [3]. - As of March 31, 2025, the sixth largest circulating shareholder is Shenwan Hongyuan Securities Co., Ltd., holding 23.864 million shares as a new shareholder, while Hong Kong Central Clearing Limited has exited the top ten circulating shareholders [3]. Group 4: Company Overview - Jiaozuo Wanfang Aluminum Industry Co., Ltd. is located in the Ma Village area of Jiaozuo City, Henan Province, and was established on November 27, 1996, with its stock listed on September 26, 1996. The company's main business includes aluminum smelting and processing, as well as the sale of aluminum products and metal materials [1]. - The revenue composition of Jiaozuo Wanfang is as follows: aluminum liquid 82.00%, aluminum alloy 7.72%, aluminum ingot 6.85%, and others 3.43% [1]. - The company belongs to the industrial metals-aluminum sector within the non-ferrous metals industry and is associated with concepts such as non-ferrous aluminum, scarce resources, rare earth permanent magnets, mid-cap, and margin financing [1].

Core Viewpoint - The company, Jiaozuo Wanfang, plans to acquire a 99.4375% stake in Cayman Aluminum (Sanmenxia) Co., Ltd. for a total consideration of 31.949 billion yuan through a share issuance, enhancing its position in the aluminum industry [1][2]. Group 1: Acquisition Details - The acquisition price is set at 5.39 yuan per share, with a total transaction value of 31.949 billion yuan [1]. - Sanmenxia Aluminum is a leading global aluminum-based materials company and one of the top three alumina suppliers in China, holding significant market share [1][2]. Group 2: Company Profile - Sanmenxia Aluminum was established in 2003 and is recognized as the first private enterprise in China to produce alumina using domestic bauxite [1]. - The company has a total alumina production capacity of 10.28 million tons per year, ranking fourth in China and sixth globally [1]. - It also has an electrolytic aluminum capacity exceeding 1 million tons per year, ranking eleventh in the country, and a gallium production capacity of 290 tons per year, accounting for 22.8% of national capacity [1]. Group 3: Technological Advancements - Sanmenxia Aluminum has developed advanced production technologies, including desulfurization and decarbonization techniques, enhancing overall production efficiency [2]. - The company has implemented innovative technologies in electrolytic aluminum production, maximizing production efficiency [2]. Group 4: Strategic Implications - Following the acquisition, Sanmenxia Aluminum will become a subsidiary of the listed company, allowing for an integrated aluminum material supply chain from alumina to electrolytic aluminum and aluminum processing [2]. - The transaction is expected to strengthen the company's market position, enhance operational efficiency, and solidify its status as a leading player in the aluminum industry [3].

Core Viewpoint - The announcement by Jiaozuo Wanfang regarding the acquisition of a 99.44% stake in Sanmenxia Aluminum from Jinjiang Group for a total consideration of 31.949 billion yuan marks a significant asset restructuring and a change in controlling shareholder, with Jinjiang Group becoming the new controlling entity while the actual controller remains Dou Zhenggang [1][2]. Group 1: Transaction Details - The transaction price for the share issuance is set at 5.39 yuan per share, with a total of 5.928 billion shares to be issued, representing 83.25% of the post-transaction total share capital [1]. - Following the completion of the transaction, Sanmenxia Aluminum will become a subsidiary of Jiaozuo Wanfang, and its financial performance will be consolidated into Jiaozuo Wanfang's financial statements [1]. Group 2: Company Performance - As of April 30, 2025, Sanmenxia Aluminum's total assets amount to 37.192 billion yuan, with total equity attributable to the parent company at 17.657 billion yuan [2]. - The projected revenues for Sanmenxia Aluminum from 2022 to 2024 are 23.744 billion yuan, 25.163 billion yuan, and 35.539 billion yuan, respectively, with net profits attributable to the parent company of 2.347 billion yuan, 2.844 billion yuan, and 9.566 billion yuan for the same years [2]. Group 3: Strategic Background - The acquisition is part of Dou Zhenggang's long-term strategic planning, which includes previous attempts to gain control over Jiaozuo Wanfang and the failed attempts to list Sanmenxia Aluminum through Fuda Alloy [2][3]. - After two unsuccessful attempts to merge with Fuda Alloy, Dou Zhenggang shifted focus to Jiaozuo Wanfang, ultimately securing control through strategic share acquisitions [3].

Industry Overview - The China Photovoltaic Industry Association has called for enhanced industry self-discipline to maintain fair competition and a healthy market order in the photovoltaic sector, which is a strategic emerging industry with global advantages [2] - The industry is currently facing supply-demand imbalances and intensified market competition, hindering high-quality development [2] Self-Discipline Initiatives - Companies are urged to resist engaging in malicious competition by selling below cost and to adhere to quality standards to avoid subpar products [2] - The association emphasizes the importance of innovation and transitioning from low-efficiency competition to high-quality competition [2] - Local governments are encouraged to enforce antitrust laws and ensure compliance with national market policies [2] Price Recovery in the Supply Chain - Recent months have seen a recovery in prices across the photovoltaic supply chain, influenced by expectations of "anti-involution" measures and self-discipline agreements [3] - Prices for key components such as silicon materials and wafers have significantly increased since early July, with module prices also showing recovery [3] - Recent procurement projects by major companies have seen bids higher than previous central enterprise procurement prices, indicating a positive price trend [3] Financial Performance of Photovoltaic Companies - A limited number of photovoltaic equipment stocks reported positive net profit growth for the first half of 2025, with notable performers including Jinlang Technology, which achieved a net profit of 602 million yuan, up 70.96% year-on-year [4][5] - Other companies like Hengdian East Magnetic and Qingyuan Co. also reported substantial profit increases, reflecting strong market demand and recovery in the European market [4][5] Investment Trends - As of August 22, seven photovoltaic equipment stocks have seen net purchases exceeding 100 million yuan, indicating strong investor interest [5] - Jiejia Weichuang leads with a net purchase of 747 million yuan since August, and its stock has risen 25.2% year-to-date [6]

Core Viewpoint - The article discusses the ambitious plans of businessman Dou Zhenggang to achieve a long-sought goal of listing Sanmenxia Aluminum through a reverse merger with Jiaozuo Wanfang, with a proposed transaction value of approximately 31.9 billion yuan [1][14]. Company Overview - Dou Zhenggang, founder of Hangzhou Jinjiang Group, has built a diversified business empire worth over 80 billion yuan, spanning sectors such as non-ferrous metals, chemical new materials, and environmental energy [1][6]. - Sanmenxia Aluminum is positioned as a leading global aluminum-based materials company, with significant production capacity in alumina and gallium [16]. Transaction Details - The proposed acquisition involves purchasing 99.4375% of Sanmenxia Aluminum for approximately 31.9 billion yuan, marking a significant increase from a previous valuation of 15.56 billion yuan in 2021 [14][15]. - If successful, this transaction will result in Jinjiang Group becoming the controlling shareholder of Jiaozuo Wanfang, while Dou Zhenggang remains the actual controller [16][17]. Financial Performance - Sanmenxia Aluminum reported revenues of 23.744 billion yuan, 25.163 billion yuan, 35.539 billion yuan, and 11.181 billion yuan for the years 2022, 2023, and the first four months of 2025, respectively, with corresponding net profits of 2.347 billion yuan, 2.844 billion yuan, 9.566 billion yuan, and 2.108 billion yuan [17]. - Dou Zhenggang has committed to ensuring that Sanmenxia Aluminum achieves a total net profit of no less than 10.034 billion yuan over the next three years (2026-2028) [18].

Macro News - The State Council, led by Premier Li Qiang, discussed the implementation of large-scale equipment updates and the old-for-new policy for consumer goods, emphasizing the need for effective subsidy use and coordination to boost domestic demand [5] - The State Council also addressed the potential of sports consumption and the development of the sports industry, focusing on increasing supply, enhancing service levels, and fostering growth points in the sector [5] Industry News - Goldman Sachs reported that hedge funds have net bought Chinese stocks at the fastest pace in seven weeks, indicating a strong interest in the Chinese market [8] - The National Development and Reform Commission released a draft on internet platform pricing behavior, requiring platforms to adhere to transparent pricing rules and publicize subsidy activities [8] - Several express delivery companies in Guangdong and Zhejiang have raised prices for e-commerce clients, with price adjustments ranging from 0.3 to 0.7 yuan per item [8] - The China Photovoltaic Industry Association called for enhanced industry self-discipline to maintain fair competition and avoid harmful practices [10] - The Ministry of Industry and Information Technology published interim measures for the total control of rare earth mining and smelting, requiring companies to maintain records of product flows [10] - The insurance asset management industry showed a preference for stocks as the top investment asset for the second half of 2025, followed by bonds and securities investment funds [10] - The electronic sector's A-share market capitalization reached 11.54 trillion yuan, marking a historical high, with major companies like Industrial Fulian leading the market [11] - The Ministry of Industry and Information Technology emphasized the need for orderly development of computing power facilities to enhance resource supply quality [11] Company News - Changjiang Electric Power announced plans for its controlling shareholder to increase holdings by 4 to 8 billion yuan [14] - Vanke A reported a net loss of 11.947 billion yuan for the first half of the year [14] - TCL Zhonghuan disclosed a net loss of 4.242 billion yuan for the first half of the year [16] - Jiangsu Guotai announced plans to use up to 12 billion yuan of idle funds for entrusted wealth management [18] - Jiu Gui Jiu reported a 92.6% decline in net profit for the first half of the year [18]

Core Viewpoint - Jiangsu Dingsheng New Energy Materials Co., Ltd. plans to sell a 0.5714% stake in Cayman Aluminum (Sanmenxia) Co., Ltd. to Jiaozuo Wanfang Aluminum Industry Co., Ltd. through a share issuance, with the transaction price set at 5.39 yuan per share [2][4]. Transaction Overview - The company holds a 0.5714% stake in Sanmenxia Aluminum, which is valued at approximately 183.59 million yuan based on a total valuation of 3.213 billion yuan for 100% of the company [4]. - The transaction involves the issuance of 34,061,376 shares by Jiaozuo Wanfang at a price of 5.39 yuan per share, with no cash payment involved [2][4]. Board Approval - The transaction was approved by the company's board during the 21st meeting of the 6th board on August 22, 2025, and does not require shareholder approval [5][6]. Regulatory Requirements - The transaction is not classified as a related party transaction or a major asset restructuring, and it requires approval from Jiaozuo Wanfang's shareholders, the stock exchange, and registration with the China Securities Regulatory Commission [3][7]. Financial Impact - The transaction is expected to have no adverse effects on the company's financial status, main business operations, or cash flow, and aligns with the company's long-term strategic development [15][19].

Transaction Overview - The company plans to sell its 2.50% stake in Sanmenxia Aluminum to Jiaozuo Wanfang Aluminum through a share issuance, with the share price set at 5.39 yuan per share, resulting in the company receiving 149,025,974 shares [1][2] - The total valuation of Sanmenxia Aluminum's 100% equity is assessed at 3,213,600,000 yuan, with the company's stake valued at 80,325,000 yuan [2] Board Approval - The company's board approved the sale of the 2.50% stake in Sanmenxia Aluminum during the fourth meeting of the seventh board on August 22, 2025 [3] Regulatory Compliance - The transaction does not constitute a related party transaction or a major asset restructuring as defined by regulations, and it falls within the board's authority without needing shareholder approval [4] Transaction Conditions - The transaction is subject to approval by Jiaozuo Wanfang's shareholders, exchange review, and registration approval from the China Securities Regulatory Commission [5] Financial Impact - The transaction will not involve cash payment and is not expected to adversely affect the company's consolidated financial statements, main business, or cash flow [11]