招商证券股份有限公司 关于内蒙古远兴能源股份有限公司重大资产购买 二、业绩承诺及补偿安排 及增资暨关联交易之2024年度业绩承诺实现情况的核查意见 （一）业绩承诺期及承诺数额 招商证券股份有限公司（以下简称"招商证券"、"独立财务顾问"）作为内 蒙古远兴能源股份有限公司（以下简称"远兴能源"、"上市公司"或"公司"） 重大资产购买及增资暨关联交易的独立财务顾问，根据《上市公司重大资产重组 管理办法》、《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 1 号——主板上市公司规范运作》等相关法律法规及规范性文件，对内 蒙古博源银根矿业有限责任公司（以下简称"银根矿业"或"标的公司"）塔木 素天然碱矿采矿权（以下简称"标的采矿权"）2024 年度业绩承诺实现情况进行 了核查，具体情况如下： 本次交易的业绩承诺期为 2022 年至 2027 年（其中 2022-2024 年为建设期）。 内蒙古纳百川资源开发有限责任公司（以下简称"纳百川"）、鄂尔多斯市纳 丰投资中心（有限合伙）（以下简称"纳丰投资"）、内蒙古博源工程有限责任公 司（以下简称"博源工程"）和内蒙古博源控股集团有限公司（以下简称" ...

北京市鼎业律师事务所 BEIJING DINGYE LAW FIRM 中国北京市海淀区人大北路33号大行基业大厦16层 电 话：86-010-82685026传 真：86-010-82684574 邮 编：100080 北京市鼎业律师事务所 关于内蒙古远兴能源股份有限公司 回购注销部分限制性股票的 法律意见书 致：内蒙古远兴能源股份有限公司 北京市鼎业律师事务所（以下简称"本所"）接受内蒙古远兴能源股份有 限公司（以下简称"远兴能源"或"公司"）委托，作为公司2023年限制性股 票激励计划（以下简称"本次激励计划"）的专项法律顾问，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》"）、中国证券监督管理委员会（以下简称"中国证监会"）《上 市公司股权激励管理办法》（以下简称"《管理办法》"）、《深圳证券交易所股 票上市规则》（以下简称"《上市规则》"）、《深圳证券交易所上市公司自律监 管指南第1号——业务办理》（以下简称"《自律监管指南》"）等相关法律、法 规、部门规章、规范性文件（以下简称"法律法规"）的有关规定，就公司本 次回购注销部分限制性股票（简 ...

Financial Performance - The company achieved operating revenue of CNY 13.26 billion in 2024, representing a 10.13% increase compared to CNY 12.04 billion in 2023[18]. - Net profit attributable to shareholders reached CNY 1.81 billion, up 28.46% from CNY 1.41 billion in the previous year[18]. - The net profit after deducting non-recurring gains and losses was CNY 2.07 billion, a decrease of 14.17% from CNY 2.41 billion in 2023[18]. - The net cash flow from operating activities increased by 43.50% to CNY 4.51 billion, compared to CNY 3.14 billion in 2023[18]. - The company’s earnings per share (EPS) was CNY 0.49, a 25.64% increase from CNY 0.39 in the previous year[18]. - The company reported a total revenue of 13.26 billion yuan in 2024, an increase of 10.13% compared to the previous year[61]. - Net profit attributable to shareholders reached 1.81 billion yuan, up 28.46% year-on-year, while the net profit excluding non-recurring items decreased by 14.17% to 2.07 billion yuan[57]. - The company's revenue from the alkali industry was 10.15 billion yuan, accounting for 76.53% of total revenue, with a year-on-year increase of 41.38%[62]. - The revenue from urea decreased by 24.89% to 2.89 billion yuan, representing 21.76% of total revenue[62]. Production and Capacity - The company produced a total of 9.08 million tons of various products in 2024, including 5.78 million tons of soda ash and 1.43 million tons of sodium bicarbonate[28]. - The company has a soda ash production capacity of 6.8 million tons per year, with a utilization rate of 84.92%[47]. - The company’s small soda production capacity is 1.5 million tons per year, with a utilization rate of 95.49%[47]. - The company’s urea production capacity is 154,000 tons per year, with a utilization rate of 111.61%[47]. - The company is constructing a new soda ash capacity of 2.8 million tons, with phase one already achieving production standards as of June 2023[37]. - The company has a proven reserve of 19.308 million tons and a recoverable reserve of 11.646 million tons at the Anpeng mine, contributing to a strong resource base[52]. Environmental Compliance and Initiatives - The company is primarily engaged in the production and sales of natural soda ash and sodium bicarbonate, adhering to various environmental protection laws and standards[167]. - The company has completed environmental impact assessments and obtained valid pollutant discharge permits for seven subsidiaries, ensuring compliance with environmental regulations[168]. - The company follows multiple emission standards, including the "Emission Standard of Air Pollutants for Thermal Power Plants" and "Comprehensive Emission Standard of Air Pollutants" among others[169]. - The company has undertaken several environmental impact reports and approvals for projects, including a 400Kt/a high-quality low-salt soda ash expansion project and a 300Kt/a sodium bicarbonate expansion project[170]. - The company is committed to sustainable practices, as evidenced by its ongoing environmental assessments and compliance with local and national regulations[171]. - The company has implemented new technologies and projects aimed at reducing environmental impact, such as the utilization of waste liquid and gas in production processes[170]. - The company has received multiple approvals from environmental protection agencies for its various projects, demonstrating its commitment to regulatory compliance[169]. Research and Development - The company has established a national-level enterprise technology center and an Inner Mongolia natural soda engineering center, enhancing its R&D capabilities in the natural soda industry[54]. - The company is focusing on the development of new technologies and processes to enhance resource recovery and operational efficiency in line with national carbon reduction policies[79]. - The company increased its R&D personnel from 245 in 2023 to 299 in 2024, representing a growth of 22.04%[80]. - R&D investment decreased from ¥151,377,959.77 in 2023 to ¥123,945,457.01 in 2024, a decline of 18.12%[81]. Corporate Governance and Management - The company has established a governance structure that includes a board of directors, supervisory board, and various specialized committees, ensuring compliance with relevant laws and regulations[112]. - The company is actively improving its internal control systems and corporate governance to enhance overall operational standards[112]. - The company has implemented a robust insider information management system to prevent illegal trading activities[118]. - The company has a clear strategy for continuous improvement in its internal control and governance systems[116]. - The company has established a comprehensive internal control manual to enhance compliance and operational management[116]. Market Strategy and Future Outlook - The company plans to enhance its natural soda and nitrogen fertilizer sectors, focusing on high-quality development and expanding production capacity[102]. - The company aims to improve product quality and brand influence through technological innovation and market segmentation, targeting new profit growth points[103]. - The company is committed to maintaining a strong financial position while pursuing growth opportunities in emerging markets[128]. - The company is actively exploring potential mergers and acquisitions to bolster its competitive advantage in the industry[128]. Dividend Policy - The company plans to distribute a cash dividend of 3 RMB per 10 shares (including tax) based on a total share capital of 3,718,739,060 shares as of December 31, 2024[4]. - The company has a cash dividend policy that mandates a minimum of 10% of the distributable profit for the year to be distributed as cash dividends, and at least 30% of the average annual distributable profit over the last three years[154]. - The company distributed a cash dividend of 3 CNY per 10 shares, amounting to a total cash dividend of 1,115,621,718 CNY, which is 100% of the total profit distribution[156].

Financial Performance - The company's operating revenue for Q1 2025 was ¥2,868,503,260.16, a decrease of 7.33% compared to ¥3,095,236,776.76 in the same period last year[3]. - Net profit attributable to shareholders decreased by 40.40% to ¥339,193,857.01 from ¥569,084,807.32 year-on-year[3]. - Total revenue for the current period is CNY 2,868,503,260.16, a decrease of 7.34% from CNY 3,095,236,776.76 in the previous period[21]. - Operating profit decreased to CNY 571,302,482.06, down 43.38% from CNY 1,010,424,930.00[22]. - Net profit for the current period is CNY 492,331,828.23, a decline of 42.24% compared to CNY 852,711,558.80 in the previous period[22]. - The total comprehensive income for the period was approximately ¥494.81 million, a decrease of 42% compared to ¥852.69 million in the previous period[23]. - Basic and diluted earnings per share were both ¥0.09, down from ¥0.15 in the previous period[23]. Cash Flow and Assets - The net cash flow from operating activities increased significantly by 91.60% to ¥799,325,482.65 compared to ¥417,184,474.71 in the previous year[3]. - Cash inflow from investment activities totaled ¥1.17 billion, significantly up from ¥60.98 million in the previous period[25]. - The net cash flow from financing activities was -¥538.17 million, an improvement from -¥695.00 million in the previous period[25]. - The cash and cash equivalents at the end of the period were ¥3.33 billion, an increase from ¥2.69 billion at the end of the previous period[25]. - The company reported cash and cash equivalents of CNY 3.499 billion, down from CNY 3.800 billion at the beginning of the period[19]. - The company's cash and cash equivalents increased to CNY 1,777,303,135.06 from CNY 1,375,749,916.60[21]. Assets and Liabilities - Total assets at the end of the reporting period were ¥36,534,652,615.66, reflecting a 1.84% increase from ¥35,875,856,859.30 at the end of the previous year[3]. - Total assets increased to CNY 36,534,652,615.66, up from CNY 35,875,856,859.30 at the beginning of the period[21]. - Total liabilities rose to CNY 16,356,853,085.06, compared to CNY 16,253,598,422.88 at the start of the period[21]. - The company's retained earnings increased to CNY 10,197,841,011.81 from CNY 9,858,647,154.80[21]. Research and Development - The company's R&D expenses decreased by 64.62% to ¥14,441,403.28 from ¥40,819,503.57 in the same period last year, indicating a reduction in R&D projects[8]. - The company reported a decrease in research and development expenses to CNY 14,441,403.28 from CNY 40,819,503.57[22]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 99,669, with the largest shareholder holding 30.02% of the shares[10]. - The company’s major shareholder, Inner Mongolia Boyuan Holdings, holds 789 million shares, representing a significant portion of the total shares[11]. - The company has not disclosed any relationships among other major shareholders beyond the known association with Inner Mongolia Boyuan Holdings[11]. Legal and Regulatory Issues - The company is involved in an arbitration case with China Coal Energy, claiming a total of CNY 2.331 billion for exploration rights and other fees[12]. - The company has provisioned for expected liabilities amounting to CNY 1.149 billion related to the arbitration case, with CNY 185.036 million provisioned for 2024[14]. - The company is under investigation by the China Securities Regulatory Commission for failing to disclose significant litigation involving a subsidiary[16]. - The company has been fined and warned by the regulatory authority due to the investigation findings[16]. - The company’s assets worth CNY 990 million have been frozen as part of the arbitration proceedings[13]. Investment and Income - Investment income increased by 104.10% to ¥120,481,468.66 compared to ¥59,031,189.48 in the previous year, driven by higher returns from associated companies[9]. - The company reported a significant increase in cash received from investment redemption, which rose by 1816.14% to ¥1,165,201,780.82 from ¥60,810,000.00 year-on-year[9]. - The company's trading financial assets increased to CNY 300 million from CNY 165.689 million[19].

Report Industry Investment Rating No relevant content provided. Core Viewpoints - The fundamentals of soda ash show strong supply and weak demand. In the short term, it is expected to mainly fluctuate weakly [2]. - The supply of soda ash is declining from a high level, the improvement in terminal demand is limited, and although the inventory is continuously declining, it is still at a high level in the same period. The pattern of supply - demand mismatch in the industry has not been effectively improved [5]. Summary by Relevant Catalogs Soda Ash Futures Market - The closing price of the main contract in the day session decreased from 1358 yuan/ton to 1324 yuan/ton, a decrease of 2.50%. The low - end price of heavy soda ash in Hebei Shahe decreased from 1329 yuan/ton to 1290 yuan/ton, a decrease of 2.93%. The main basis increased from - 29 yuan/ton to - 34 yuan/ton, an increase of 17.24% [6]. Soda Ash Spot Market - The low - end price of heavy soda ash in Hebei Shahe is 1290 yuan/ton, a decrease of 39 yuan/ton compared with the previous day [13]. Supply in Fundamental Analysis - The production profit of soda ash is at a low level in the same period of history. The profit of the heavy - soda joint - alkali method in East China is 74.10 yuan/ton, and the profit of the heavy - soda ammonia - alkali method in North China is - 140.75 yuan/ton [16]. - The weekly industry operating rate of soda ash is 89.50%, and the operating rate has stabilized and rebounded. The weekly output of soda ash is 75.56 tons, of which the output of heavy soda ash is 41.65 tons, and the output has declined from a historical high [19][21]. - From 2023 to 2025, there have been large - scale new production capacities in the soda ash industry. The new production capacity in 2023 was 640 tons, 180 tons in 2024, and the planned new production capacity in 2025 is 750 tons, with an actual production of 60 tons [22]. Demand in Fundamental Analysis - The weekly production - sales rate of soda ash is 97.58% [25]. - The daily melting volume of national float glass is 15.85 tons, and the operating rate of 75.66% continues to decline, with weak demand for soda ash. The price of photovoltaic glass has stabilized, the daily melting volume in production has rebounded to 9.1 tons, and the output has stabilized [28][31]. Inventory in Fundamental Analysis - The total inventory of domestic soda ash manufacturers is 171.13 tons, of which the inventory of heavy soda ash is 86.44 tons, and the inventory is at a high level in the same period of history [34]. Supply - Demand Balance Sheet in Fundamental Analysis - The supply - demand balance sheet from 2017 to 2024E shows that the effective capacity, production, apparent supply, and total demand of soda ash have all changed to varying degrees. In 2024E, the effective capacity is 3930 tons, the production is 3650 tons, the apparent supply is 3536 tons, and the total demand is 3379 tons, with a supply - demand difference of 157 tons [35]. Influencing Factors - **Positive factors**: The production capacity of downstream photovoltaic glass has increased, boosting the demand for soda ash [3]. - **Negative factors**: Since 2023, the production capacity of soda ash has expanded significantly, and there are still large production plans this year. The cold - repair of float glass in the heavy - soda downstream is at a high level, with a continuous decrease in daily melting volume and weak demand for soda ash. The full - scale escalation of Sino - US tariff conflicts may drag down the market due to macro - pessimistic sentiment [4].

证券代码：000683 证券简称：远兴能源 公告编号：2025-019 内蒙古远兴能源股份有限公司 关于控股子公司竞拍获得探矿权的公告 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。 一、取得探矿权的基本情况 内蒙古自治区自然资源厅于 2025 年 1 月发布了《内蒙古自治区额济纳旗哈 达贺休盐湖矿区外围卤水矿普查 2 区探矿权网上挂牌出让公告》（阿矿交告〔2025〕 2 号），阿拉善盟自然资源局委托阿拉善盟公共资源交易中心以网上挂牌方式公 开出让额济纳旗哈达贺休盐湖矿区外围卤水矿普查 2 区探矿权。内蒙古远兴能源 股份有限公司（以下简称公司）控股子公司内蒙古博源银根矿业有限责任公司通 过公开竞拍方式，以人民币 120.50 万元获得内蒙古自治区额济纳旗哈达贺休盐 湖矿区外围卤水矿普查 2 区探矿权。探矿权基本信息如下： 7.勘查程度：普查 1 8.出让年限：探矿权首次登记期限为 5 年，期限届满前可按规定申请延续 二、对公司的影响和风险提示 1.勘查项目名称：内蒙古自治区额济纳旗哈达贺休盐湖矿区外围卤水矿普查 2 区 2.探矿权人：内蒙古博源银根矿业有限责任 ...

内蒙古远兴能源股份有限公司（以下简称公司）董事会近日收到公司副总经 理王彦华先生递交的书面辞职申请，因工作原因，王彦华先生辞去公司副总经理 职务，辞职后，王彦华先生仍担任公司总工程师职务。根据《公司法》《公司章 程》等有关规定，辞职事项自辞职申请送达公司董事会之日起生效。 证券代码：000683 证券简称：远兴能源 公告编号：2025-018 内蒙古远兴能源股份有限公司 关于高级管理人员辞职的公告 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。 截至本公告披露日，王彦华先生持有公司股份 240 万股，占公司总股本的 0.06%，其中无限售流通股 96 万股，股权激励已获授予的限售股 144 万股。不存 在应当履行而未履行的承诺事项。王彦华先生辞职后，其持有的公司股份将严格 按照《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》 《深圳证券交易所上市公司自律监管指引第 10 号—股份变动管理》《上市公司 董事和高级管理人员所持本公司股份及其变动管理规则》及《2023 年限制性股 票激励计划》等相关法律、法规进行管理。 王彦华先生在担任公司副总 ...

Investment Rating - The industry investment rating is "Recommended" (maintained) [1] Core Viewpoints - The chemical industry is expected to enter a replenishment cycle in 2025 due to several factors, including decreasing inventory levels, bottoming out of profits, and institutional holdings reaching a low point [8][30] - The supply-demand tension in phosphate rock is likely to continue, with a potential revaluation of its value, particularly focusing on the capacity expansion of Batian Co., Ltd [4][6] - The impact of the new round of tariffs imposed by the U.S. on Chinese chemical enterprises is expected to be limited, as the U.S. still needs to import a significant amount of chemical products from China [4] Summary by Sections Market Performance - The basic chemical sector showed a performance of 0.0% over the last month, 8.4% over the last three months, and 1.2% over the last year, compared to the CSI 300 index which had performances of -0.7%, 2.3%, and 8.2% respectively [2] Investment Suggestions - Focus on companies with low-cost expansion opportunities, such as Wanhu Chemical, and those in the tire and fertilizer sectors [8] - Highlight the potential for increased demand in phosphate fertilizers and lithium iron phosphate batteries, with ongoing projects in fine phosphate chemicals [4][6] - Emphasize high dividend yield opportunities in state-owned enterprises within the chemical sector, including China Petroleum and China National Offshore Oil Corporation [10] Key Company Tracking - Batian Co., Ltd. plans to expand its phosphate rock production capacity from 900,000 tons/year to 2 million tons/year, with additional projects underway [6] - The chemical industry is expected to benefit from rising prices in sulfuric acid, acrylic acid, and synthetic ammonia, with a focus on companies like Batian Co., Ltd. and others in the phosphate sector [7][9] Price Trends - As of April 3, 2025, the price of phosphate rock was 1,038 CNY/ton, with slight fluctuations in related fertilizer prices [19] - The Brent and WTI crude oil prices were reported at 66.06 and 62.32 USD/barrel, respectively, indicating a week-on-week decrease of approximately 9.98% and 9.73% [12]

Investment Rating - The report does not explicitly provide an investment rating for the industry Core Insights - Bromine prices continue to rise, with a 15.12% increase this week, reaching 33,385 RMB/ton, following a 20.83% rise last week, and showing an 85.47% year-on-year increase [3][4] - The refrigerant sector remains strong, with R32 prices at 48,000 RMB/ton, up 5.49% from last week, driven by seasonal demand [4][5] - EVA prices have stabilized and slightly rebounded, with an average market price of 11,443 RMB/ton, reflecting a 5.47% increase since the beginning of the year [4][5] Summary by Sections 1. Sub-industry and Product Tracking - Bromine prices have shown a significant increase due to seasonal demand and supply constraints, with a current price of 33,385 RMB/ton [3][4] - Refrigerant prices are on the rise, with R32 at 48,000 RMB/ton and R125 at 45,000 RMB/ton, indicating strong market performance [4][9] - EVA prices have stabilized, with a slight rebound observed, maintaining a market average of 11,443 RMB/ton [4][42] 2. Key Industry Trends - The fluorochemical sector is experiencing a demand surge, particularly in refrigerants, with major price increases noted [5][11] - The low-altitude economy and robotics industry are expected to drive demand for new materials, such as carbon fiber and ultra-high molecular weight polyethylene [5][25] - The semiconductor materials market is growing, with China's market size increasing from 52.5 billion RMB to 95.1 billion RMB from 2017 to 2023, reflecting a CAGR of 10% [16][19] 3. Company Announcements and Industry News - Key companies in the bromine market include those involved in the production of flame retardants and pharmaceutical intermediates [3][4] - Companies like Juhua Co. and Sanmei Co. are recommended for investment due to their strong performance in the fluorochemical sector [5][11] - The report highlights the importance of domestic semiconductor material manufacturers as the industry moves towards greater localization [18][19]

证券代码：000683 证券简称：远兴能源 公告编号：2025-017 内蒙古远兴能源股份有限公司 关于总经理辞职及聘任总经理的公告 孙朝晖先生在任公司总经理期间，恪尽职守、勤勉尽责，始终不遗余力地推 动董事会决策的实施，确保了公司各项战略部署的顺利执行。公司董事会对孙朝 晖先生在任职期间为公司所做出的贡献表示衷心的感谢！ 2025 年 3 月 21 日，公司召开九届二十四次董事会审议通过了《关于聘任公 司总经理的议案》。经公司董事长提名，并经公司董事会提名委员会审核通过， 董事会同意聘任邢占飞先生为公司总经理（简历见附件），任期自董事会审议通 过之日起至第九届董事会换届之日止。 特此公告。 内蒙古远兴能源股份有限公司董事会 二〇二五年三月二十二日 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。 1 内蒙古远兴能源股份有限公司（以下简称公司）董事会近日收到总经理孙朝 晖先生的书面辞职申请，因个人工作原因，孙朝晖先生申请辞去公司总经理职务， 辞职后，孙朝晖先生仍担任公司董事、董事会战略委员会委员、董事会提名委员 会委员、董事会薪酬与考核委员会委员。 截至本公告披 ...