北京海润天睿律师事务所 关于国城矿业股份有限公司 提前赎回可转换公司债券的 法律意见书 中国·北京 朝阳区建国门外大街甲 14 号广播大厦 5/9/10/13/17 层 邮编：100022 电话：（010）65219696 传真：（010）88381869 0 法律意见书 北京海润天睿律师事务所 关于国城矿业股份有限公司 提前赎回可转换公司债券的 法律意见书 致：国城矿业股份有限公司 北京海润天睿律师事务所接受国城矿业股份有限公司（以下简称"国城矿业" "公司""发行人"）委托，担任发行人公开发行可转换公司债券并在深圳证券 交易所上市的专项法律顾问。本所根据《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》"）、《可转换公 司债券管理办法（2025 修正）》（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 监管指引第 15 号—可转换公司债券》（以下简称"《自律监管指引第 15 号》"）等 法律、行政法规、规章及规范性文件和《国城矿业股份有限公司公司章程》《国 城矿业股份有限公司公开发行可 ...

Core Insights - The industrial metal sector experienced a rise of 1.99% on November 19, with Xingye Silver Tin leading the gains [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Industrial Metal Sector Performance - Xingye Silver Tin (code: 000426) closed at 31.78, up 6.68% with a trading volume of 637,700 shares and a transaction value of 19.85 billion [1] - Zinc Industry Co. (code: 000751) saw a closing price of 4.30, up 5.65%, with a trading volume of 1.87 million shares and a transaction value of 805 million [1] - Other notable performers included Shengda Resources (code: 000603) up 4.75%, Zhuzhi Group (code: 600961) up 4.57%, and Pengxin Resources (code: 600490) up 4.24% [1] Capital Flow Analysis - The industrial metal sector saw a net outflow of 523 million from institutional investors, while retail investors contributed a net inflow of 253 million [2] - The top stocks by net inflow from institutional investors included Yian Technology (code: 300328) with 128 million and Zinc Industry Co. (code: 000751) with 114 million [3] - Conversely, significant net outflows were observed in stocks like Zijin Mining (code: 601899) with a net outflow of 7462.79 million from retail investors [3]

Core Insights - Rongbai Technology saw a stock increase of 5.36% [1] - Guocheng Mining experienced a rise of 4.49% [1] - Zhongmin Resources rose by 4.41% [1] - Tibet Summit, Yinhui Technology, and Yongshan Lithium Industry all increased by over 3% [1]

Group 1 - The core viewpoint of the articles indicates a significant increase in lithium carbonate prices, with a rise of over 4% as of November 19, driven by strong demand from downstream material manufacturers and a notable increase in orders from battery cell manufacturers [1] - Approximately 20 lithium iron phosphate companies have reached full production capacity, a trend expected to continue until the end of the year due to ongoing projects in pure electric heavy trucks and a peak sales season for traditional vehicles [1] - Market total inventory has decreased by 3,400 tons to 12,000 tons, with smelting plant inventory down by 2,500 tons to 28,000 tons, and downstream inventory reduced by 3,200 tons to 49,000 tons, indicating a tightening supply chain [1] Group 2 - The latest pricing for Australian lithium ore is reported at $1,055, reflecting a strengthening in the mining sector [1] - The sentiment in the midstream sector is showing signs of recovery, providing some support to the market as downstream demand remains robust [1] - The stock performance of several lithium-related companies shows significant year-to-date gains, with 盛新锂能 (Shengxin Lithium Energy) up 180.84% and 大中矿业 (Dazhong Mining) up 274.85% [2]

Group 1 - The small metal concept saw an initial surge, with Rongbai Technology rising by 5.36% [1] - Guocheng Mining increased by 4.49% [1] - Zhongmin Resources experienced a rise of 4.41% [1] - Tibet Summit, Yinhui Technology, and Yongshan Lithium Industry all saw gains exceeding 3% [1]

Core Viewpoint - The lithium mining stocks in the A-share market opened higher against the trend, with significant gains observed in several companies, driven by a rise in lithium carbonate futures [1] Group 1: Stock Performance - Jinyuan Co. saw an increase of over 8%, with a total market value of 5.832 billion and a year-to-date increase of 52.13% [1] - Shengxin Lithium Energy rose by 3.45%, with a market capitalization of 35.4 billion and a year-to-date increase of 180.84% [1] - Dazhong Mining increased by 3.18%, with a market value of 48 billion and a year-to-date increase of 274.85% [1] - Zhongkuang Resources rose by 3.01%, with a market capitalization of 50.7 billion and a year-to-date increase of 100.79% [1] - Yongxing Materials increased by 2.94%, with a market value of 29.9 billion and a year-to-date increase of 50.29% [1] - Yahua Group rose by 2.73%, with a market capitalization of 29 billion and a year-to-date increase of 116.15% [1] - Guocheng Mining increased by 2.06%, with a market value of 31.2 billion and a year-to-date increase of 133.05% [1] - Rongjie Co. saw a rise of 2.00%, with a market capitalization of 15.2 billion and a year-to-date increase of 84.88% [1] Group 2: Market Trends - The main contract for lithium carbonate futures rose by 3% during the day, contributing to the positive performance of lithium mining stocks [1]

Investment Rating - The report does not provide a specific investment rating for the industry or companies mentioned [1]. Core Insights - The report highlights several new stock listings and trading activities scheduled for November 18, 2025, including companies such as Jingchuang Electric (12.10), Beikang Testing (6.70), and Nanguang Digital (5.69) [1]. - It also mentions various corporate actions such as tender offers, cash options, and acquisition requests, indicating active market movements [1]. Summary by Relevant Sections - **New Stock Listings**: Companies like Jingchuang Electric, Beikang Testing, and Nanguang Digital are set to debut on the market with respective prices of 12.10, 6.70, and 5.69 [1]. - **Corporate Actions**: The report details several corporate actions including a tender offer for Tianpu Co. (605255) from November 20 to December 19, 2025, and cash options for Hangqi Wheel B (200771) from November 19 to November 25, 2025 [1]. - **Market Alerts**: It lists companies experiencing significant fluctuations, such as Moen Electric (002451) and Huasheng Lithium Battery (688353), indicating potential investment risks and opportunities [1].

Group 1 - The core viewpoint of the articles indicates a healthy correction in the non-ferrous metals sector, with the Non-Ferrous Metal Leader ETF (159876) experiencing a slight decline, suggesting potential buying opportunities as it approaches the 20-day moving average [1][3] - Recent data shows that the Non-Ferrous Metal Leader ETF has attracted significant capital inflow, totaling 180 million yuan over the past two days, indicating strong market interest and positioning for future performance [1] - The lithium carbonate market is expected to face supply-demand imbalances if demand growth exceeds 30% by 2026, potentially driving prices above 150,000 yuan/ton, which boosts market confidence [3] Group 2 - The current market for lithium carbonate is characterized by strong supply and demand, with domestic production increasing by 5.7% month-on-month in October, reaching 92,300 tons, while demand from the energy storage sector has surged by 55% year-on-year [3] - Analysts predict that tight supply conditions will continue to push prices of copper and cobalt higher, while lithium prices are expected to benefit from unexpected demand in energy storage [4] - The overall investment sentiment in commodities is anticipated to remain strong due to global monetary easing and increased focus on securing critical resources [4] Group 3 - The Non-Ferrous Metal Leader ETF and its associated funds provide comprehensive coverage across various metals, including copper, aluminum, gold, rare earths, and lithium, allowing for risk diversification compared to investing in single metal sectors [6] - The ongoing "new quality productivity bull market" in non-ferrous metals is driven by demand from new energy and emerging sectors, alongside supply-side constraints that exacerbate supply-demand imbalances [5]

公司发布的三季报数据显示，前三季公司共实现营业收入17.18亿元，同比增长24.60%，实现净利润 4.50亿元，同比增长765.89%，基本每股收益为0.4060元，加权平均净资产收益率13.97%。（数据宝） 近日该股表现 | 日期 | 当日涨跌幅（%） | 换手率（%） | 主力资金净流入（万元） | | --- | --- | --- | --- | | 2025.11.17 | 9.99 | 4.09 | 11512.11 | | 2025.11.14 | 3.40 | 5.24 | -5351.40 | | 2025.11.13 | 10.01 | 4.45 | 16917.89 | | 2025.11.12 | -3.65 | 4.23 | -760.45 | | 2025.11.11 | 9.99 | 4.51 | 10330.60 | | 2025.11.10 | 9.99 | 2.49 | 12071.84 | | 2025.11.07 | 7.64 | 3.22 | 358.10 | | 2025.11.06 | -1.83 | 2.57 | 1995.60 | | 2025.11.05 ...

Group 1 - Lithium stocks in the A-share market continue to rise, with notable gains in companies such as Jinyuan Co. (000546) and Shengxin Lithium Energy, which both hit the daily limit, while Daway Co. increased by nearly 9% [1] - The main contract for lithium carbonate futures rose over 4%, currently priced at 96,560 yuan per ton [1] Group 2 - Jinyuan Co. (000546) saw a price increase of 10.03%, with a total market capitalization of 5.374 billion yuan and a year-to-date increase of 40.16% [2] - Shengxin Lithium Energy (002240) experienced a 9.99% rise, with a market cap of 36.2 billion yuan and a year-to-date increase of 186.79% [2] - Daway Co. (002213) increased by 8.97%, with a market cap of 7.123 billion yuan and a year-to-date increase of 121.38% [2] - Guocheng Mining (000688) rose by 6.49%, with a market cap of 33.2 billion yuan and a year-to-date increase of 148.44% [2] - Dazhong Mining (001203) increased by 5.47%, with a market cap of 49.1 billion yuan and a year-to-date increase of 284.04% [2] - Yahua Group (002497) saw a 4.68% increase, with a market cap of 30.1 billion yuan and a year-to-date increase of 124.29% [2] - Zhongkuang Resources (002738) rose by 4.52%, with a market cap of 52.1 billion yuan and a year-to-date increase of 106.37% [2]