证券代码：000708 证券简称：中信特钢 公告编号：2025-064 中信泰富特钢集团股份有限公司 2025 年第三次临时股东会决议公告 公司及董事会全体成员保证信息披露内容的真实、准确和完整，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。 2.本次股东会未涉及变更以往股东会决议。 一、会议召开和出席的情况 （一）会议召开情况 1.召开时间： 现场会议时间：2025 年 9 月 1 日（星期一）下午 14:45 网络投票时间：2025 年 9 月 1 日（星期一） 其中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 1 日 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系统投票的具体时间为：2025 年 9 月 1 日 9:15 —15:00 期间的任意时间。 2.召开地点：江苏省无锡市江阴市长山大道 1 号中信特钢科技大 楼三楼会议中心 3.召开方式：现场会议与网络投票相结合的方式 4.召集人：中信泰富特钢集团股份有限公司（以下简称"公司"） 董事会 1.通过现场和网络投票的股东 306 名， ...

北京中伦（武汉）律师事务所 关于中信泰富特钢集团股份有限公司 2025 年第三次临时股东会的 法律意见书 致：中信泰富特钢集团股份有限公司 北京中伦（武汉）律师事务所（以下简称"本所"）接受中信泰富特钢集团股份有 限公司（以下简称"公司"）的委托，指派律师对公司 2025 年第三次临时股东会（以下 简称"本次股东会"）进行见证。现根据《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》等 法律法规和规范性文件以及《中信泰富特钢集团股份有限公司章程》（以下简称"《公司 章程》"）的有关规定，就公司本次股东会的有关事宜出具法律意见书。 本所律师对公司本次股东会的召集和召开程序的合法有效性、本次股东会召集人资 格的合法有效性、出席本次会议人员资格的合法有效性及会议表决程序、表决结果的合 法有效性，发表法律意见。 本所律师依据对法律意见书出具日以前已经发生或存在的事实的了解及对现行相 关法律、法规的理解发表法律意见。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对公司提供 的出具法律意见书所必须的、全部的、真实的有关公司本次 ...

Market Overview - On September 1, the special steel sector rose by 0.15% compared to the previous trading day, with Jinzhu Pipeline leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Stock Performance - Jinzhu Pipeline (002443) closed at 7.47, with a gain of 4.33% and a trading volume of 263,600 shares [1] - Fangda Special Steel (600507) closed at 5.71, up 2.33%, with a trading volume of 345,300 shares and a transaction value of 196 million yuan [1] - Shengde Zhengtai (300881) closed at 35.00, up 2.07%, with a trading volume of 19,100 shares and a transaction value of 65.98 million yuan [1] - Other notable stocks include: - Jincheng Special Steel (000708) at 13.19, up 1.00% [1] - Xining Special Steel (600117) at 3.41, up 0.89% [1] - Changbao Co. (002478) at 5.52, unchanged [1] - Fushun Special Steel (6660009) at 5.57, unchanged [1] - Jiuli Special Materials (002318) at 22.37, down 0.67% [1] - Shagang Co. (002075) at 6.24, down 1.42% [1] Capital Flow - The special steel sector experienced a net outflow of 68.61 million yuan from institutional investors, while retail investors saw a net inflow of 5.06 million yuan [2] - Notable capital flows include: - Jinzhu Pipeline had a net inflow of 14.53 million yuan from institutional investors, but a net outflow of 9.11 million yuan from retail investors [3] - Fangda Special Steel saw a net outflow of 5.39 million yuan from institutional investors [3] - Shengde Xintai had a net inflow of 6.24 million yuan from retail investors [3] - Tai Steel (000825) experienced a significant net outflow of 9.61 million yuan from institutional investors [3]

1. Report Industry Investment Rating There is no information provided in the report regarding the industry investment rating. 2. Core Viewpoints of the Report The report presents the top ten convertible bonds for September 2025, including detailed information on each bond such as credit rating, closing price at the end of August, conversion premium rate, and the financial and business conditions of the underlying companies, as well as their key attractions [13][23][35]. 3. Summary by Company 3.1 Zhongte Convertible Bond - **Bond Information**: AAA rating, August closing price of 114.493 yuan, conversion premium rate of 96.64%, and a positive stock PE - TTM of 12.68 [6][13]. - **Company Overview**: A global leader in specialized special - steel materials manufacturing, with a production capacity of about 20 million tons of special - steel materials per year. It has multiple production and raw material bases, forming a strategic layout along the coast and rivers [13]. - **Financial Data**: In 2024, its operating income was 109.203 billion yuan (YoY - 4.22%), net profit attributable to the parent was 5.126 billion yuan (YoY - 10.41%). In the first half of 2025, operating income was 54.715 billion yuan (YoY - 4.02%), and net profit attributable to the parent was 2.798 billion yuan (YoY + 2.67%) [13]. - **Company Highlights**: It is one of the world's most comprehensive special - steel enterprises in terms of variety and specifications, with leading market shares in core products. It has a complete industrial chain and strong cost - control capabilities. It also seeks external expansion opportunities [14]. 3.2 Shanlu Convertible Bond - **Bond Information**: AAA rating, August closing price of 117.2 yuan, conversion premium rate of 48.74%, and a positive stock PE - TTM of 4.02 [6][23]. - **Company Overview**: Mainly engaged in road and bridge engineering construction and maintenance, and is expanding into other fields. It has a complete business and management system [23]. - **Financial Data**: In 2024, its operating income was 71.348 billion yuan (YoY - 2.3%), net profit attributable to the parent was 2.322 billion yuan (YoY + 1.47%). In the first half of 2025, operating income was 28.575 billion yuan (YoY + 0.26%), and net profit attributable to the parent was 1.029 billion yuan (YoY + 0.89%) [23]. - **Company Highlights**: Controlled by the Shandong Provincial SASAC, it has the potential for improvement in its balance sheet, liquidity, and order volume. It is expected to benefit from infrastructure construction in Shandong and the Belt and Road Initiative [24]. 3.3 Hebang Convertible Bond - **Bond Information**: AA rating, August closing price of 121.6 yuan, conversion premium rate of 27.33%, and a positive stock PE - TTM of - 154.7 [6][35]. - **Company Overview**: It has advantages in salt mines, phosphate mines, and natural gas supply. Its business has expanded from single - product operations to multiple sectors including chemicals, agriculture, and photovoltaics [35]. - **Financial Data**: In 2024, its operating income was 8.547 billion yuan (YoY - 3.13%), net profit attributable to the parent was 0.031 billion yuan (YoY - 97.55%). In the first half of 2025, operating income was 3.921 billion yuan (YoY - 19.13%), and net profit attributable to the parent was 0.052 billion yuan (YoY - 73.07%) [35]. - **Company Highlights**: Its phosphate mines and salt mines contribute to profits, and its liquid methionine production is a major profit - contributor [36]. 3.4 Aima Convertible Bond - **Bond Information**: AA rating, August closing price of 127.164 yuan, conversion premium rate of 31.95%, and a positive stock PE - TTM of 14.18 [6][46]. - **Company Overview**: A leading enterprise in the electric two - wheeler industry, producing and selling various electric two - wheelers through dealers [46]. - **Financial Data**: In 2024, its operating income was 21.606 billion yuan (YoY + 2.71%), net profit attributable to the parent was 1.988 billion yuan (YoY + 5.68%). In the first half of 2025, operating income was 13.031 billion yuan (YoY + 23.04%), and net profit attributable to the parent was 1.213 billion yuan (YoY + 27.56%) [46]. - **Company Highlights**: It may benefit from government subsidies for trade - ins, the implementation of new national standards, and has potential for improving gross margins [47]. 3.5 Xingye Convertible Bond - **Bond Information**: AAA rating, August closing price of 124.698 yuan, conversion premium rate of 17.91%, and a positive stock PE - TTM of 6.14 [6][55]. - **Company Overview**: One of the first - established joint - stock commercial banks, evolving into a modern financial service group [55]. - **Financial Data**: In 2024, its operating income was 212.226 billion yuan (YoY + 0.66%), net profit attributable to the parent was 77.205 billion yuan (YoY + 0.12%). In the first half of 2025, operating income was 110.458 billion yuan (YoY - 2.29%), and net profit attributable to the parent was 43.141 billion yuan (YoY + 0.21%) [55]. - **Company Highlights**: It has stable asset quality and scale growth, with a large number of corporate and retail customers [56]. 3.6 Wentai Convertible Bond - **Bond Information**: AA - rating, August closing price of 123.15 yuan, conversion premium rate of 23.63%, and a positive stock PE - TTM of - 19.91 [6][67]. - **Company Overview**: A global leader in semiconductor R & D and manufacturing, adopting the IDM model [67]. - **Financial Data**: In 2024, its operating income was 73.598 billion yuan (YoY + 20.23%), net profit attributable to the parent was - 2.833 billion yuan (YoY - 339.83%). In the first half of 2025, operating income was 25.341 billion yuan (YoY - 24.56%), and net profit attributable to the parent was 0.474 billion yuan (YoY + 237.36%) [67]. - **Company Highlights**: After divesting some subsidiaries, it focuses on the semiconductor business, which has shown growth. Its automotive and consumer electronics businesses also have development potential [68]. 3.7 Chongqing Bank Convertible Bond - **Bond Information**: AAA rating, August closing price of 123.688 yuan, conversion premium rate of 21.55%, and a positive stock PE - TTM of 6.47 [6][78]. - **Company Overview**: One of the earliest local joint - stock commercial banks in the upper reaches of the Yangtze River and Southwest China, with a wide range of business operations [78]. - **Financial Data**: In 2024, its operating income was 13.679 billion yuan (YoY + 3.54%), net profit attributable to the parent was 5.117 billion yuan (YoY + 3.8%). In the first half of 2025, operating income was 7.659 billion yuan (YoY + 7%), and net profit attributable to the parent was 3.19 billion yuan (YoY + 5.39%) [78]. - **Company Highlights**: It benefits from the national strategy of the Chengdu - Chongqing economic circle, has stable asset - scale growth, and actively adjusts its credit strategy [79]. 3.8 Tianye Convertible Bond - **Bond Information**: AA + rating, August closing price of 123.717 yuan, conversion premium rate of 84.35%, and a positive stock PE - TTM of 146.1 [6][90]. - **Company Overview**: A leading enterprise in the chlor - alkali chemical industry in Xinjiang, with an integrated circular economy industrial chain [90]. - **Financial Data**: In 2024, its operating income was 11.156 billion yuan (YoY - 2.7%), net profit attributable to the parent was 0.068 billion yuan (YoY + 108.83%). In the first half of 2025, operating income was 5.16 billion yuan (YoY - 0.98%), and net profit attributable to the parent was - 0.009 billion yuan (YoY - 228.22%) [90]. - **Company Highlights**: It has relatively stable caustic soda production costs and plans to increase dividend frequency, while its group is promoting two coal - mine projects [91]. 3.9 Huanxu Convertible Bond - **Bond Information**: AA + rating, August closing price of 127.8 yuan, conversion premium rate of 24.45%, and a positive stock PE - TTM of 27.85 [6][101]. - **Company Overview**: A global leader in electronic manufacturing design, providing value - added services to brand customers [101]. - **Financial Data**: In 2024, its operating income was 60.691 billion yuan (YoY - 0.17%), net profit attributable to the parent was 1.652 billion yuan (YoY - 15.16%). In the first half of 2025, operating income was 27.214 billion yuan (YoY - 0.63%), and net profit attributable to the parent was 0.638 billion yuan (YoY - 18.66%) [101]. - **Company Highlights**: It is a leading manufacturer of smart - wearable SiP modules and has strengthened its R & D and production capabilities in key fields through global expansion [102]. 3.10 Yushui Convertible Bond - **Bond Information**: AAA rating, August closing price of 124.714 yuan, conversion premium rate of 28.15%, and a positive stock PE - TTM of 27.4 [6][111]. - **Company Overview**: The largest integrated water supply and drainage enterprise in Chongqing, with a monopoly position in the local market [111]. - **Financial Data**: In 2024, its operating income was 6.999 billion yuan (YoY - 3.52%), net profit attributable to the parent was 0.785 billion yuan (YoY - 27.88%). In the first half of 2025, operating income was 3.519 billion yuan (YoY + 7.16%), and net profit attributable to the parent was 0.458 billion yuan (YoY + 10.06%) [111]. - **Company Highlights**: It has a high market share in Chongqing, is expanding its business externally, and has achieved cost control through intelligent applications [112].

Quantitative Models and Construction Methods - **Model Name**: GAN_GRU **Model Construction Idea**: The GAN_GRU model combines Generative Adversarial Networks (GAN) for processing volume-price time-series features and Gated Recurrent Unit (GRU) for encoding time-series features to create a stock selection factor[4][13][41] **Model Construction Process**: 1. **GRU Component**: - Input features include 18 volume-price features such as closing price, opening price, turnover, and turnover rate[14][17][19] - Training data consists of the past 400 days of these features, sampled every 5 trading days, forming a 40x18 matrix to predict cumulative returns over the next 20 trading days[18] - Data preprocessing includes outlier removal and normalization at both time-series and cross-sectional levels[18] - Model architecture: Two GRU layers (128, 128) followed by an MLP (256, 64, 64), with the final output being the predicted return (pRet), which serves as the stock selection factor[22] - Training method: Semi-annual rolling training, with training conducted on June 30 and December 31 each year[18] - Optimization: Adam optimizer, learning rate of 1e-4, IC loss function, early stopping after 10 epochs, and a maximum of 50 training epochs[18] 2. **GAN Component**: - GAN consists of a generator (G) and a discriminator (D)[23] - Generator: Uses LSTM to preserve the time-series nature of the input features, transforming random noise into realistic data samples[33][37] - Loss function: $$ L_{G} = -\mathbb{E}_{z\sim P_{z}(z)}[\log(D(G(z)))] $$ where \( z \) represents random noise, \( G(z) \) is the generated data, and \( D(G(z)) \) is the discriminator's output probability[24][25] - Discriminator: Uses CNN to process the two-dimensional volume-price time-series features, distinguishing between real and generated data[33][37] - Loss function: $$ L_{D} = -\mathbb{E}_{x\sim P_{data}(x)}[\log D(x)] - \mathbb{E}_{z\sim P_{z}(z)}[\log(1-D(G(z)))] $$ where \( x \) is real data, \( D(x) \) is the discriminator's output for real data, and \( D(G(z)) \) is the output for generated data[27][29] - Training: Alternating updates of the generator and discriminator parameters until convergence[30] **Model Evaluation**: The GAN_GRU model effectively captures both time-series and cross-sectional features, leveraging the strengths of GAN and GRU for stock selection[4][13][41] --- Model Backtesting Results - **GAN_GRU Model**: - **IC Mean**: 11.36%[41][42] - **ICIR (Non-Annualized)**: 0.88[42] - **Turnover Rate**: 0.83[42] - **Recent IC**: -2.56%[41][42] - **1-Year IC Mean**: 8.94%[41][42] - **Annualized Return**: 38.09%[42] - **Annualized Volatility**: 23.68%[42] - **IR**: 1.61[42] - **Maximum Drawdown**: 27.29%[42] - **Annualized Excess Return**: 23.52%[41][42] --- Quantitative Factors and Construction Methods - **Factor Name**: GAN_GRU Factor **Factor Construction Idea**: Derived from the GAN_GRU model, this factor encodes volume-price time-series features to predict stock returns[4][13][41] **Factor Construction Process**: - The factor is generated using the output of the GAN_GRU model, which combines GAN-based feature generation and GRU-based time-series encoding[4][13][41] - The factor undergoes industry and market capitalization neutralization, as well as standardization, before being used for testing[22] **Factor Evaluation**: The GAN_GRU factor demonstrates strong predictive power across various industries, with consistent outperformance in recent years[4][13][41] --- Factor Backtesting Results - **GAN_GRU Factor**: - **IC Mean**: 11.36%[41][42] - **ICIR (Non-Annualized)**: 0.88[42] - **Turnover Rate**: 0.83[42] - **Recent IC**: -2.56%[41][42] - **1-Year IC Mean**: 8.94%[41][42] - **Annualized Return**: 38.09%[42] - **Annualized Volatility**: 23.68%[42] - **IR**: 1.61[42] - **Maximum Drawdown**: 27.29%[42] - **Annualized Excess Return**: 23.52%[41][42]

Investment Rating - The report maintains a "Buy" rating for several steel companies, including Hualing Steel, Baosteel, Nanjing Steel, and others, indicating a positive outlook for their profitability and stock performance [3][4]. Core Insights - Supply control expectations are rising, which may lead to a recovery in steel mill profits. Despite high production levels, demand is slowly recovering, and inventory continues to accumulate, resulting in a slight decline in steel mill profits [3][4]. - The report highlights that the current steel prices are at a low point for the year, and with inventory levels low and demand stabilizing, the potential for further profit declines is limited [3][4]. - The report suggests that the recent supply-side adjustments may be more precise, promoting a competitive environment that could enhance the profitability of steel companies [3][4]. Price Trends - As of August 29, 2025, steel prices have decreased, with 20mm HRB400 rebar priced at 3,250 CNY/ton, down 20 CNY/ton from the previous week. Other steel products also saw slight price declines [1][11]. - The report notes that the average price changes for various steel products over the past month show a decrease of 5.8% for rebar and 4.2% for hot-rolled sheets [12]. Production and Inventory - As of August 29, 2025, the total production of the five major steel products reached 8.85 million tons, an increase of 6.55 million tons week-on-week. Rebar production increased by 5.91 million tons to 2.2056 million tons [2][3]. - Total social inventory of the five major steel products rose by 291,000 tons to 10.4532 million tons, while steel mill inventory decreased by 23,300 tons [2][3]. Profitability - The report indicates a decline in steel mill profits, with estimated gross margins for rebar, hot-rolled, and cold-rolled steel decreasing by 48 CNY/ton, 75 CNY/ton, and 61 CNY/ton respectively [1][3]. - The profitability of electric arc furnace steel also saw a decrease of 28 CNY/ton week-on-week [1][3]. Investment Recommendations - The report recommends several companies for investment, including Hualing Steel, Baosteel, Nanjing Steel in the flat steel sector, and Xianglou New Materials, CITIC Special Steel, Yongjin Co., Ltd. in the special steel sector [3][4].

Market Performance - The special steel sector increased by 0.22% on August 29, with Fangda Special Steel leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Individual Stock Performance - Fangda Special Steel (600507) closed at 5.58, up 1.64%, with a trading volume of 401,600 shares and a turnover of 225 million yuan [1] - Jiuli Special Materials (002318) closed at 22.52, up 1.40%, with a trading volume of 148,000 shares and a turnover of 333 million yuan [1] - Other notable performances include: - Jinzou Pipeline (002443) at 7.16, up 0.99% [1] - Taigang Stainless Steel (000825) at 4.14, up 0.98% [1] - Changbao Co. (002478) at 5.52, up 0.55% [1] Capital Flow Analysis - The special steel sector experienced a net outflow of 59.85 million yuan from institutional investors, while retail investors saw a net inflow of 33.37 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors increased their positions [2] Detailed Capital Flow by Stock - Jiuli Special Materials (002318) had a net inflow of 27.39 million yuan from institutional investors, but a net outflow of 27.69 million yuan from retail investors [3] - Fushun Special Steel (600399) saw a net inflow of 4.64 million yuan from institutional investors, while retail investors had a net outflow of 5.99 million yuan [3] - Fangda Special Steel (600507) experienced a significant net outflow of 20.95 million yuan from institutional investors [3]

Core Viewpoint - The container house market in China is experiencing steady growth driven by urbanization, increased infrastructure demand, and rising temporary housing needs, although growth has slowed post-pandemic [1][10]. Market Overview - The market size of China's container house industry reached 661.2 billion yuan in 2024, with a year-on-year increase of 3.1%, but a decrease of 6.9 percentage points compared to 2023 [1][10]. - The industry is undergoing a reshuffle phase, with many short-term entrants and excess capacity being eliminated [1][10]. - Despite the slowdown in domestic demand, the advantages of container houses such as convenience, environmental friendliness, and low cost are attracting attention in overseas markets [1][10]. Industry Development - Container houses, also known as modular houses, are constructed from modified shipping containers, offering significant advantages in terms of environmental sustainability and cost-effectiveness [3][4]. - The industry has evolved since the 1950s, with significant growth in China occurring post-2000, particularly after the COVID-19 pandemic [6][10]. Industry Chain - The upstream of the container house industry includes raw materials like steel, aluminum, and glass, with steel being a critical component for structural safety and durability [7][10]. - The midstream involves the manufacturing process, which includes cutting, welding, and assembling the containers into finished products [7][10]. - The downstream applications span various sectors, including real estate, logistics, and emergency response, highlighting the versatility of container houses [7][10]. Competitive Landscape - The industry is characterized by a leading group of enterprises dominating the high-end market, while smaller companies focus on niche segments [11][12]. - Major players include China International Marine Containers (Group) Co., Ltd., Shenzhen Elegant Integrated Housing Co., Ltd., and others [11][12]. Future Trends - The application of container houses is diversifying into areas such as tourism, emergency medical services, and commercial spaces, driven by their unique design and rapid deployment capabilities [13][14]. - Companies are actively seeking to expand into overseas markets, particularly in developing countries facing housing shortages and infrastructure needs [13][14]. - Government policies are promoting standardization and modularization in the industry, encouraging the development of green building materials and energy-saving technologies [15].

Core Insights - The company has established four major operational entities focusing on different steel products, leading to improved efficiency, structural optimization, and profit growth through resource integration and strategic measures [1] Group 1: Operational Entities - The section steel entity targets "strategic production lines, first brand, and flagship products," aiming for maximum gross profit, achieving significant results in efficiency, quality, cost, and product management [3] - The special steel entity has shown strong resilience, achieving positive gross profit for five consecutive months and successfully developing over 10 new product varieties, including P91 high-chromium oil casing steel [3] - The plate and strip entity focuses on optimal production organization and manufacturing processes, achieving 100.58% of the planned cost reduction and 123.97% of structural efficiency improvement [4] - The bar entity emphasizes timely delivery and product structure optimization, achieving a high-efficiency product ratio of 53.42% this year, which has improved profit levels per ton of material [4] Group 2: Performance Metrics - The special steel entity sold a total of 1.23 million tons of products from January to July and developed over 60 new customers [3] - The plate and strip entity successfully developed several new products, including high-strength marine steel and low-temperature wind power steel, enhancing market competitiveness [4] - The overall operational strategy has led to comprehensive optimization of efficiency, quality, and cost, fostering internal growth dynamics to withstand industry challenges [4]

Group 1 - The special steel sector increased by 0.2% compared to the previous trading day, with CITIC Special Steel leading the gains [1] - On August 28, the Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] - A table detailing the individual stock performance within the special steel sector was provided [1] Group 2 - The net outflow of main funds in the special steel sector was 51.81 million yuan, while retail funds saw a net inflow of 21.90 million yuan [2] - The net inflow of speculative funds in the special steel sector was 29.91 million yuan [2] - A table showing the fund flow for individual stocks in the special steel sector was included [2]