北京市嘉源律师事务所 关于中钨高新材料股份有限公司 2025 年第七次临时股东会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致：中钨高新材料股份有限公司 北京市嘉源律师事务所 关于中钨高新材料股份有限公司 2025年第七次临时股东会的 嘉源(2025)-04-826 北京市嘉源律师事务所（以下简称"本所"）接受中钨高新材料股份有限公 司（以下简称"公司"）委托，指派本所律师出席公司2025年第七次临时股东会 （以下简称"本次股东会"），并进行了必要的验证工作。本所指派本所律师对 本次股东会进行见证，并根据《中华人民共和国公司法》《上市公司股东会规则》 以及《中钨高新材料股份有限公司章程》（以下简称"《公司章程》"）、股东 会议事规则的规定对本次股东会的召集与召开程序、出席会议人员的资格、表决 程序等事项出具本法律意见书。 为出具本法律意见书，本所指派律师现场见证了本次股东会，并查阅了公司 提供的与本次股东会有关的文件和资料，并进行了必要的审 ...

证券代码：000657 证券简称：中钨高新 公告编号：2025-119 中钨高新材料股份有限公司 2025 年第七次临时股东会决议公告 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。 特别提示 1.本次股东会未出现否决议案的情形。 2.本次股东会未涉及变更前次股东会决议事项。 一、会议召开情况 1.召开时间 （1）现场会议时间：2025 年 11 月 14 日 14:30 （2）网络投票时间：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 11 月 14 日交易时间，即 9:15—9:25，9:30 —11:30 和 13:00—15:00；通过深圳证券交易所互联网投票系统投 票的具体时间为：2025 年 11 月 14 日 9:15—15:00 期间的任意时间。 2.召开方式：以现场投票和网络投票相结合的方式召开。 3.现场会议地点：湖南省株洲市荷塘区钻石路 288 号钻石大厦 1006 会议室。 4.召集人：公司董事会 5.主持人：董事长李仲泽 6.合规性：经公司第十一届董事会第六次会议审议决定召开本次 股东会。本次股东会的召开符合有关 ...

Core Insights - The Hainan sector experienced a strong rally on November 14, driven by favorable policies and expectations of the full closure operation of the Hainan Free Trade Port, with stocks like Kangzhi Pharmaceutical and Hainan Haiyao hitting the daily limit [1][3] - The direct catalyst for this rally was the significant impact of the new duty-free shopping policy, which saw a nearly 35% year-on-year increase in shopping amounts and a corresponding rise in the number of shoppers during the first week of implementation [3] - The Hainan Free Trade Port is set to officially launch its full closure operation on December 18, which is expected to enhance foreign openness and benefit industries such as tourism and retail [4] Market Performance - The Hainan sector has shown strong performance throughout the year, with an overall increase of over 40%, and Haima Automobile leading with a remarkable 164% rise [3] - The net profit of listed companies in the Hainan sector grew nearly 25% year-on-year in the first three quarters, with several companies achieving double-digit growth or successfully turning losses into profits [3] Investment Trends - Leveraged funds have already begun to position themselves in the Hainan sector, with net purchases exceeding 4 billion yuan this year, indicating strong market confidence in the future prospects of the sector [4] - Institutions believe that the duty-free policy will continue to support the consumption market in Hainan, while the full closure operation will open new avenues for economic development [4]

Core Insights - The demand for precision cutting tools, particularly thread processing tools, is significantly increasing in China's manufacturing sector, driven by the rapid development of the automotive and aerospace industries [1][7][11] - The market size of China's thread processing tool industry is projected to reach 3.323 billion yuan in 2024, with a year-on-year growth of 7.40% [1][7] Overview - Thread processing tools are specialized tools used to create specific thread profiles on materials like metal and plastic, categorized into cutting and rolling tools, and further divided into types such as taps, dies, thread mills, and rolling tools [2][3] Market Policies - The Chinese government has implemented several policies to support the development of the cutting tool industry, recognizing its critical role in manufacturing efficiency and product quality [4][5] Industry Chain - The upstream of the thread processing tool industry includes suppliers of raw materials like high-speed steel and carbide, as well as production equipment suppliers. The midstream involves R&D, design, and production, while the downstream encompasses various sectors such as automotive manufacturing, general machinery, and aerospace [6][8] Current Development - The thread processing tool industry is experiencing rapid growth due to the increasing precision requirements in manufacturing, particularly in high-end sectors like automotive and aerospace [1][7] Competitive Landscape - The industry features a mix of international players like Sandvik and Kennametal, and domestic companies such as Zhongtung High-tech and Hengfeng Tools, with domestic firms gaining market share through technological advancements [8][9] Representative Domestic Companies - Zhongtung High-tech focuses on tungsten and carbide products, reporting a revenue of 7.849 billion yuan in the first half of 2025, with cutting tools contributing 1.701 billion yuan [9][10] - Hengfeng Tools specializes in precision cutting tools, achieving a revenue of 0.338 billion yuan in the first half of 2025, with precision tools accounting for 19.80% of total revenue [10][11] Future Trends - The industry is expected to advance towards higher precision levels, with domestic companies aiming to enhance processing technologies and adopt environmentally friendly manufacturing practices [11][12]

Core Viewpoint - Zhongtung High-tech has shown significant stock performance with a year-to-date increase of 156.69%, despite a recent decline of 7.45% over the last five trading days [1] Group 1: Stock Performance - As of November 13, Zhongtung High-tech's stock price reached 23.23 CNY per share, with a trading volume of 15.22 billion CNY and a market capitalization of 529.32 billion CNY [1] - The company has appeared on the trading leaderboard six times this year, with the most recent appearance on November 5, where it recorded a net purchase of 1.90 billion CNY [1] - The stock has experienced a 35.61% increase over the past 20 days and a 36.81% increase over the past 60 days [1] Group 2: Company Overview - Zhongtung High-tech, established on March 18, 1993, and listed on December 5, 1996, is located in Zhuzhou, Hunan Province, and specializes in hard alloys and rare metals [2] - The company's main business revenue breakdown includes: 34.74% from ore and powder products, 23.13% from other hard alloys, 21.68% from cutting tools, 16.23% from refractory metals, and 4.22% from trade and equipment [2] - As of September 30, 2025, the company reported a revenue of 12.755 billion CNY, a year-on-year increase of 24.70%, and a net profit of 846 million CNY, reflecting a year-on-year growth of 310.28% [2] Group 3: Shareholder Information - As of September 30, 2025, Zhongtung High-tech had 103,100 shareholders, an increase of 120.14% from the previous period [2] - The top circulating shareholders include Yinhua Xinjia Mixed Fund, holding 11.1374 million shares, and Hong Kong Central Clearing Limited, holding 10.8440 million shares [3] - New shareholders include Southern CSI 1000 ETF, holding 7.4136 million shares, while other major shareholders have seen fluctuations in their holdings [3]

New Stock Issuance - The stock code 300277 (Hai Lian Xun) has a subscription period for acquisition rights from November 12 to November 18, 2025[1] - Stock code 688353 (Hua Sheng Lithium) reported severe abnormal fluctuations on November 11, 2025[1] - Stock code 603122 (He Fu China) has an announcement dated November 8, 2025[1] Trading Alerts - Stock code 601888 (China Zhong Mian) has an announcement dated November 12, 2025[1] - Stock code 600537 (Yi Jing Guang Dian) has an announcement dated November 12, 2025[1] - Stock code 688028 (Wo Er De) has an announcement dated November 12, 2025[1] Abnormal Fluctuations - Stock code 600815 (Xia Gong Co.) reported abnormal fluctuations on November 6, 2025[2] - Stock code 603557 (ST Qi Bu) reported abnormal fluctuations on November 7, 2025[3] - Stock code 002478 (Chang Bao Co.) reported abnormal fluctuations on November 7, 2025[3]

Core Insights - The small metals sector experienced a decline of 1.14% on November 12, with Dongfang Tantalum leading the drop [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Small Metals Sector Performance - Notable gainers included: - Huaxi Nonferrous (600301) with a closing price of 33.57, up 5.43% and a trading volume of 180,700 shares, totaling 600 million yuan [1] - Aluminum Co. of China (000960) closed at 24.24, up 4.21% with a trading volume of 532,300 shares, totaling 1.278 billion yuan [1] - Zhongtung High-tech (000657) closed at 22.76, up 2.06% with a trading volume of 1.2753 million shares, totaling 2.917 billion yuan [1] - Decliners included: - Dongfang Silver Industry (000962) down 5.55% to 26.38 with a trading volume of 347,100 shares [2] - Shenghe Resources (600392) down 3.95% to 20.92 with a trading volume of 568,600 shares [2] - Dongfang Cuo Industry (002167) down 3.68% to 13.36 with a trading volume of 396,400 shares [2] Capital Flow Analysis - The small metals sector saw a net outflow of 688 million yuan from major funds, while retail investors contributed a net inflow of 775 million yuan [2] - Key stocks with significant capital flow included: - Zhongtung High-tech (000657) with a net inflow of 168 million yuan from major funds [3] - Aluminum Co. of China (000960) with a net inflow of 115 million yuan from major funds [3] - Huaxi Nonferrous (600301) with a net inflow of 17.93 million yuan from major funds [3]

Investment Rating - The report maintains an investment rating of "Outperform the Market - A" for the machine tool industry [7]. Core Insights - The leading companies in the tool industry, such as Oukeyi and Huarui Precision, have shown significant improvement in their performance in Q3 2025, with Oukeyi's revenue and net profit increasing by 33.0% and 69.3% year-on-year, respectively, and Huarui Precision's revenue and net profit soaring by 44.5% and 915.6% year-on-year [1]. - The recovery of industrial growth momentum is expected to benefit the tool sector the most, as policies aimed at reducing inefficient competition and encouraging value-oriented development are in place, leading to a stabilization and improvement in industrial producer prices [2]. - The prices of core raw materials, particularly tungsten, have risen significantly, which has led to increased sales prices for tools. The report indicates that the tool industry is likely to exhibit strong price elasticity during this recovery phase [3]. Summary by Sections Industry Performance - The tool industry is experiencing a high level of production and sales, with leading companies reporting a surge in new orders and improved capacity utilization rates [1]. - The Producer Price Index (PPI) has shown signs of recovery, with a month-on-month increase of 0.1% in October, marking the first rise of the year, which supports the demand for general equipment [2]. Investment Recommendations - The report suggests focusing on domestic leading tool companies with scale effects and robust sales networks, specifically recommending Huarui Precision, Oukeyi, Zhongtung Gaoxin, and Xinrui Co., Ltd. as potential investment opportunities [4].

Core Viewpoint - Zhongtung High-tech has shown significant stock performance with a year-to-date increase of 153.59%, despite a recent decline of 8.38% over the past five trading days [1] Group 1: Stock Performance - As of November 12, Zhongtung High-tech's stock price reached 22.95 CNY per share, with a market capitalization of 52.294 billion CNY [1] - The company has experienced a net inflow of 27.7099 million CNY from main funds, with large orders contributing to significant buying and selling activity [1] - The stock has appeared on the "Dragon and Tiger List" six times this year, with the most recent net buy of 190 million CNY on November 5 [1] Group 2: Company Overview - Zhongtung High-tech, established on March 18, 1993, and listed on December 5, 1996, is based in Zhuzhou, Hunan Province, specializing in hard alloys and rare metals [2] - The company's main business revenue composition includes: 34.74% from ore and powder products, 23.13% from other hard alloys, 21.68% from cutting tools, 16.23% from refractory metals, and 4.22% from trade and equipment [2] - As of September 30, 2025, the company reported a revenue of 12.755 billion CNY, a year-on-year increase of 24.70%, and a net profit of 846 million CNY, reflecting a substantial growth of 310.28% [2] Group 3: Shareholder Information - As of September 30, 2025, Zhongtung High-tech had 103,100 shareholders, an increase of 120.14% from the previous period [2] - The top circulating shareholders include Yinhua Xinjia Mixed Fund, which increased its holdings by 5.8139 million shares, and Hong Kong Central Clearing Limited, which reduced its holdings by 1.90718 million shares [3] - New shareholders include Southern CSI 1000 ETF, which holds 7.4136 million shares, while other major shareholders have seen fluctuations in their holdings [3]

Market Overview - The small metals sector experienced a decline of 1.51% on November 11, with Zhongtung High-tech leading the drop [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] Stock Performance - Notable gainers in the small metals sector included: - Dongfang Cuo Industry: Closed at 13.87, up 4.68% with a trading volume of 660,500 shares and a turnover of 900.2 million yuan [1] - Huaxi Nonferrous: Closed at 31.84, up 3.54% with a trading volume of 224,800 shares and a turnover of 714 million yuan [1] - Major decliners included: - Zhongtung High-tech: Closed at 22.30, down 3.84% with a trading volume of 1,091,300 shares and a turnover of 2.46 billion yuan [2] - Zhongkuang Resources: Closed at 59.24, down 3.11% with a trading volume of 239,900 shares and a turnover of 1.445 billion yuan [2] Capital Flow - The small metals sector saw a net outflow of 1.224 billion yuan from major funds, while retail investors contributed a net inflow of 1.095 billion yuan [2][3] - Key stocks with significant capital flow included: - Xiamen Tungsten: Net inflow from major funds was 134 million yuan, while retail funds saw a net outflow of 17.42 million yuan [3] - Dongfang Cuo Industry: Net inflow from major funds was 125 million yuan, with retail funds also experiencing a net outflow of 10.38 million yuan [3]