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 2025 年第五次临时股东大会的法律意见书 中国·北京 北京市朝阳区建外大街甲 14 号广播大厦 5/9/10/13/17 层 邮编：100022 电话：（010）65219696 传真：（010）88381869 北京海润天睿律师事务所 关于国城矿业股份有限公司 2025 年第五次临时股东大会的法律意见书 致：国城矿业股份有限公司 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》）、《上市公司股东会规则》（以下简称《股东会规则》） 以及其他相关规章的规定，北京海润天睿律师事务所（以下称"本所"）接受国城 矿业股份有限公司（以下简称"公司"）委托，指派本所王士龙、王羽律师（以下 称"本所律师"）现场出席公司 2025 年第五次临时股东大会，并就本次股东大会 的召集和召开程序、出席会议人员及会议召集人资格、审议事项以及表决方式、 表决程序、表决结果等相关事项依法进行见证。 本所律师已审查了公司提供的召开本次股东大会的有关文件。公司已向本所 及本所律师承诺其所提供的文件和所作的陈述、说明是完整、真实和有 ...

Market Overview - On September 4, the industrial metals sector fell by 4.23%, with Huayu Mining leading the decline [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Individual Stock Performance - Notable gainers included: - Yian Technology (300328) with a closing price of 18.60, up 3.91% [1] - Asia Pacific Technology (002540) at 6.58, up 3.46% [1] - Significant decliners included: - Huayu Mining (601020) at 24.65, down 10.00% [2] - Baiyin Nonferrous (601212) at 3.82, down 9.69% [2] - Luoyang Jiyie (603993) at 12.44, down 8.86% [2] Trading Volume and Capital Flow - The industrial metals sector experienced a net outflow of 3.687 billion yuan from main funds, while retail investors saw a net inflow of 2.769 billion yuan [2][3] - The trading volume for individual stocks varied, with notable figures such as: - Huayu Mining with a trading volume of 796,900 shares [2] - Baiyin Nonferrous with 4,925,700 shares [2] Capital Inflow Analysis - Key stocks with significant main fund inflows included: - Nanshan Aluminum (600219) with a net inflow of 71.11 million yuan [3] - Tianshan Aluminum (002532) with a net inflow of 34.90 million yuan [3] - Conversely, stocks like Tianshan Aluminum saw a retail net outflow of 56.38 million yuan [3]

Group 1 - The core viewpoint of the article highlights the growth in China's zinc production, with a projected output of 617,000 tons in July 2025, representing a year-on-year increase of 13.8% [1] - From January to July 2025, China's cumulative zinc production reached 4.166 million tons, showing a cumulative growth of 1.3% [1] Group 2 - The article lists several publicly traded companies in the zinc industry, including Zhongjin Lingnan (000060), Chihong Zn & Ge (600497), Luoping Zinc Electric (002114), and others [1] - The report referenced is from Zhiyan Consulting, which discusses investment strategies and market size forecasts for the electrolytic zinc industry in China from 2025 to 2031 [1]

人民财讯9月1日电，企查查APP显示，近日，天津国城智慧物流有限公司成立，注册资本2000万元，经 营范围包含：国际货物运输代理；供应链管理服务；装卸搬运；国内货物运输代理等。企查查股权穿透 显示，该公司由国城矿业（000688）间接全资持股。 ...

Core Insights - The overall performance of the lead-zinc industry in the first half of 2025 is positive, with a total revenue of 40.827 billion yuan, a year-on-year increase of 14.12%, and a net profit of 3.265 billion yuan, up 47.46% [1][2] - The demand for lead-zinc products is rising due to increased activity in various sectors, particularly in the power and transportation industries, driven by the popularity of electric vehicles and advancements in AI technology [1][3] Group 1: Revenue and Profit Growth - Over 70% of the 11 listed lead-zinc companies reported both revenue and net profit growth year-on-year, with eight companies achieving this feat [2] - Six companies reported revenue exceeding 1 billion yuan, with Yunnan Chihong Zinc & Germanium and Zhuzhou Smelter Group both surpassing 10 billion yuan, at 10.581 billion yuan and 10.412 billion yuan respectively [2] - Xizang Zhufeng reported the highest revenue growth rate at 53.53% year-on-year [2] Group 2: Net Profit Performance - Seven companies achieved net profits exceeding 100 million yuan, with Chihong Zinc & Germanium, Zhuzhou Smelter Group, and Guocheng Mining leading the industry with net profits of 932 million yuan, 585 million yuan, and 521 million yuan respectively [3] - Guocheng Mining experienced the highest net profit growth rate at 1111.34% year-on-year [3] Group 3: Industry Trends and Developments - The lead-zinc industry is benefiting from a supply-demand imbalance, leading to price increases, while companies are optimizing production processes to reduce costs [3] - Several companies are accelerating the development of overseas mineral resource projects, enhancing their resource security and international market presence [4] - Huayu Mining has made significant progress on its project in Ethiopia, completing necessary approvals and preparations for construction [4] - Xizang Zhufeng is advancing its lithium extraction project in Argentina, focusing on the main engineering construction in the second half of the year [4]

Group 1 - The core viewpoint of the news is that Guocheng Mining (000688) has reported significant growth in both revenue and net profit for the first half of 2025, with total revenue reaching 1.085 billion yuan, a year-on-year increase of 39.74%, and net profit attributable to shareholders at 521 million yuan, a remarkable year-on-year increase of 1111.34% [1] - In the second quarter, the company recorded a total revenue of 555 million yuan, which is a 16.28% increase year-on-year, but the net profit attributable to shareholders was a loss of 90.85 million yuan, reflecting a year-on-year decline of 329.06% [1] - The financial indicators show a gross margin of 13.51%, a decrease of 63.95% year-on-year, and a net profit margin of 47.95%, an increase of 750.52% year-on-year [1] Group 2 - The company's return on invested capital (ROIC) was only 0.1% last year, indicating weak capital returns, and the net profit margin was -6.09%, suggesting low added value in its products or services [2] - Over the past decade, the median ROIC has been 6.76%, with a particularly poor performance in 2024, where ROIC was also 0.1%, indicating generally weak investment returns [2] - The company's performance heavily relies on capital expenditures, necessitating close monitoring of the viability and necessity of these capital projects [2] Group 3 - Jin Xin Mining, a subsidiary of Guocheng Mining, possesses a high-quality lithium ore resource in Sichuan, with a total identified ore volume of 84.255 million tons and a lithium oxide content of 1,120,731 tons, indicating strong development potential [3] - The mining operation has an annual production capacity of 1 million tons, with an expected raw ore extraction of 465,000 tons in 2024 [3]

公司最新总资产周转率为0.12次，较去年同期总资产周转率增加0.04次，实现2年连续上涨，同比较去年 同期上涨42.92%。最新存货周转率为3.16次。 公司股东户数为2.40万户，前十大股东持股数量为9.04亿股，占总股本比例为80.35%，前十大股东持股 情况如下： | 序号 | 股东名称 | 持股比例 | | --- | --- | --- | | I | 甘肃建新实业集团有限公司 | 41.42% | | 2 | 国城控股集团有限公司 | 28.27% | | 3 | 鲸域资产管理(上海)有限公司-鲸域腾晟私募证券投资基金 | 5.06% | | 4 | 国城矿业股份有限公司-2022年员工持股计划 | 1.43% | | 5 | 楼立峰 | 1.04% | | 6 | 重庆市涪陵国有资产投资经营集团有限公司 | 0.89% | | 7 | 膠燕南 | 0.63% | | 8 | 香港中央结算有限公司 | 0.59% | | 9 | 段力平 | 0.56% | | 10 | 壬为 | 0.47% | 公司最新资产负债率为57.06%，较去年同期资产负债率减少5.89个百分点。 公司最新毛利率为13.5 ...

Core Viewpoint - Guocheng Mining Co., Ltd. reported significant growth in its half-year performance, driven by both operational revenue and investment gains from asset sales [1] Financial Performance - The company achieved operating revenue of 1.085 billion yuan, representing a year-on-year increase of 39.74% [1] - The net profit attributable to shareholders reached 521 million yuan, showing a remarkable year-on-year growth of 1111.34% [1] - The investment income from the sale of a 65% stake in Yuban Mining amounted to 786 million yuan, contributing significantly to the overall performance [1] Business Operations - Guocheng Mining primarily engages in the mining and resource recycling of non-ferrous metals, with key products including zinc concentrate, lead concentrate, copper concentrate, titanium dioxide, sulfur concentrate, sulfur iron powder, industrial sulfuric acid, and secondary iron concentrate [1] - The company's operational performance is closely linked to the domestic and international economic environment, heavily influenced by product output, market prices, and the costs associated with non-ferrous metal mining [1] - The company adopts a resource-centric business strategy, leveraging regional resource advantages and actively extending its operations into the downstream industry chain to develop a circular economy [1]

Group 1 - The company reported a revenue of 1.085 billion yuan for the first half of 2025, representing a year-on-year increase of 39.74% [1] - The net profit attributable to shareholders reached 521 million yuan, showing a significant year-on-year growth of 1111.34% [1] - Basic earnings per share were reported at 0.47 yuan [1] Group 2 - The company completed the sale of 65% equity in Yubang Mining, confirming an investment income of 786 million yuan [1] - The main performance drivers were the non-ferrous metal mining and selection business, along with the investment income from asset sales [1] - The company is focusing on resource-centric operational strategies and extending its development into the downstream industrial chain [1] Group 3 - The company’s subsidiary, Dongkuang, possesses a large polymetallic sulfide zinc deposit, ranking among the top in China for lead-zinc and sulfide reserves [1] - The subsidiary Zhongdu Mining has a polymetallic mine with gold, lead, and zinc, holding 16 tons of gold metal within its mining rights [1] - The important associate company, Jinxin Mining, holds mining rights for lithium spodumene in Sichuan, enhancing the company's resource advantages [1] Group 4 - Zhongdu Mining is currently working on the pre-construction procedures for a 350,000 tons/year mining and selection expansion project, with relevant approvals obtained [2] - The company’s titanium dioxide project aims to achieve an annual production capacity of 200,000 tons through a "sulfur-titanium-iron co-production" circular economy model [2] - Jinxin Mining has identified 1.1207 million tons of lithium oxide, the largest known resource of its kind in Asia [2] Group 5 - Jinxin Mining's 5,000 tons/day selection plant construction is nearing completion, along with supporting infrastructure [2] - The company is actively applying for a mining license for a 5 million tons/year capacity [2] - The subsidiary Guocheng Lithium is developing a 200,000 tons/year lithium salt project in Sichuan, with a competitive advantage due to abundant raw material resources [2]

Core Insights - The company reported a total revenue of 1.085 billion yuan for the first half of 2025, ranking 37th among disclosed peers [1] - The net profit attributable to shareholders was 521 million yuan, with a significant decrease in cash flow from operating activities, which recorded a net outflow of 341 million yuan, ranking 42nd among peers [1] - The company's asset-liability ratio increased to 57.06%, ranking 33rd among peers, with a rise of 4.09 percentage points from the previous quarter [3] Financial Performance - The gross profit margin decreased to 13.51%, down 5.05 percentage points from the previous quarter and down 23.96 percentage points year-on-year [3] - The diluted earnings per share were 0.47 yuan [4] - The total asset turnover ratio was 0.12 times, ranking 44th among peers, while the inventory turnover ratio was 3.16 times, ranking 24th, showing a decline of 0.26 times or 7.65% year-on-year [4] Shareholder Structure - The number of shareholders stood at 24,000, with the top ten shareholders holding 904 million shares, accounting for 80.35% of the total share capital [4] - The largest shareholder, Gansu Jianxin Industrial Group Co., Ltd., holds 41.42% of the shares, followed by Guocheng Holdings Group Co., Ltd. with 28.27% [4]