北京市金杜律师事务所 关于北方铜业股份有限公司 2025 年第二次临时股东会的法律意见书 致：北方铜业股份有限公司 北京市金杜律师事务所（以下简称本所）接受北方铜业股份有限公司（以下 简称公司）的委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 （以下简称中国证监会）、《上市公司股东会规则（2025 年修订）》（以下简 称《股东会规则》）等中华人民共和国境内（以下简称中国境内，为本法律意见 书之目的，不包括中国香港特别行政区、中国澳门特别行政区和中国台湾省）现 行有效的法律、行政法规、部门规章、规范性文件和现行有效的《北方铜业股份 有限公司章程》（以下简称《公司章程》）有关规定，指派律师出席了公司于 2025 年 11 月 12 日召开的 2025 年第二次临时股东会（以下简称本次股东会）， 并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2024 年年度股东大会审议通过的《公司章程》； 2. 公司于 2025 年 10 月 25 日刊登于深圳证券交易 ...

Market Overview - The Shanxi state-owned enterprise reform sector experienced a decline of 0.37% on November 12, with Huayang New Materials 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] Stock Performance - Notable gainers included: - Guo New Energy (600617) with a closing price of 3.83, up 6.39% and a trading volume of 1.829 million shares, totaling 689 million yuan [1] - Luohua Technology (600691) closed at 3.51, up 2.93% with a trading volume of 1.2404 million shares, totaling 429 million yuan [1] - Significant decliners included: - Huayang New Materials (600281) closed at 6.26, down 2.03% with a trading volume of 77,300 shares, totaling 48.545 million yuan [2] - Shanxi Coking (600740) closed at 4.37, down 2.02% with a trading volume of 389,800 shares, totaling 171 million yuan [2] Capital Flow - The Shanxi state-owned enterprise reform sector saw a net outflow of 10.5742 million yuan from institutional investors, while retail investors experienced a net outflow of 35.7534 million yuan [2] - Conversely, speculative funds recorded a net inflow of 46.3276 million yuan [2] Individual Stock Capital Flow - Guo New Energy (600617) had a net inflow from institutional investors of 66.6112 million yuan, while retail investors saw a net outflow of 70.3735 million yuan [3] - Luohua Technology (600691) experienced a net inflow of 34.6259 million yuan from institutional investors, but a net outflow of 28.8624 million yuan from retail investors [3] - Shanxi Fenjiu (600809) had a net inflow of 10.4316 million yuan from institutional investors, while retail investors saw a net outflow of 28.8380 million yuan [3]

Core Insights - Northern Copper Industry (000737) has recently increased its registered capital from approximately 1.772 billion RMB to about 1.905 billion RMB, representing a growth of approximately 7.46% [1][1][1] - The company has also undergone changes in some of its senior management [1] Company Overview - Northern Copper Industry Co., Ltd. was established in April 1996 and is legally represented by Wei Yinghui [1] - The company's business scope includes non-coal mining resource extraction, metal ore sales, and the smelting of common non-ferrous metals [1] - Shareholder information indicates that the company is jointly held by Zhongtiaoshan Nonferrous Metals Group Co., Ltd., Shanxi Coking Coal Yuncheng Salt Chemical Group Co., Ltd., and Jinchuan Investment Co., Ltd. [1]

Core Points - Northern Copper has completed the registration of business changes and the filing of its Articles of Association, obtaining a new business license from the Shanxi Provincial Market Supervision Administration [2] - The company's registered capital has increased from 1.77 billion to 1.90 billion, reflecting a change of 0.13 billion [2]

证券代码：000737 证券简称：北方铜业 公告编号：2025-49 北方铜业股份有限公司 关于完成工商变更登记并换发营业执照的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 北方铜业股份有限公司（以下简称"公司"）分别于2025年4月23日和2025年5 月15日召开了第十届董事会第二次会议和2024年年度股东大会，审议通过了《关于变 更注册资本并修订<公司章程>的议案》，具体内容详见公司于2025年4月25日和2025年 5月16日在《证券时报》《上海证券报》及巨潮资讯网（http://www.cninfo.com.cn） 披露的《关于变更注册资本并修订<公司章程>的公告》（公告编号：2025-19）、 《2024年年度股东大会决议公告》（公告编号：2025-31）。 近日，公司完成了工商变更登记及《公司章程》的备案手续，并取得山西省市 场监督管理局换发的《营业执照》，现将相关情况报告如下： 一、变更内容及相关信息 1、《营业执照》变更内容如下： 公司注册资本由"壹拾柒亿柒仟贰佰肆拾伍万陆仟壹佰陆拾柒圆整"变更为 "壹拾玖亿零肆佰柒拾壹万陆仟肆佰叁拾 ...

Core Points - The Shanghai Composite Index is at 3970.29 points with a change of 0.26%, and the total trading volume of A-shares is 1,534.396 billion yuan [1] - A total of 80 A-shares have seen their 5-day moving average cross below the 10-day moving average, indicating potential bearish trends [1] Summary of Companies - **Beifang Copper (000737)**: Today's change is +0.41%, with a 5-day moving average of 15.35 yuan, which is -1.96% lower than the 10-day moving average of 15.66 yuan [1] - **Huali Co., Ltd. (603038)**: Today's change is +2.30%, with a 5-day moving average of 20.29 yuan, which is -1.81% lower than the 10-day moving average of 20.67 yuan [1] - **Suotong Development (603612)**: Today's change is +2.12%, with a 5-day moving average of 24.45 yuan, which is -1.61% lower than the 10-day moving average of 24.85 yuan [1] - **New Lai Materials (300260)**: Today's change is +0.34%, with a 5-day moving average of 58.73 yuan, which is -1.55% lower than the 10-day moving average of 59.65 yuan [1] - **Lianchuang Optoelectronics (600363)**: Today's change is -0.29%, with a 5-day moving average of 61.53 yuan, which is -1.33% lower than the 10-day moving average of 62.36 yuan [1] - **Guangfa Securities (000776)**: Today's change is +0.27%, with a 5-day moving average of 22.61 yuan, which is -1.26% lower than the 10-day moving average of 22.90 yuan [1] - **China Electric Research (688128)**: Today's change is +0.77%, with a 5-day moving average of 31.90 yuan, which is -1.20% lower than the 10-day moving average of 32.29 yuan [1] - **StarNet (002396)**: Today's change is -0.73%, with a 5-day moving average of 26.52 yuan, which is -1.01% lower than the 10-day moving average of 26.79 yuan [1] - **Shan Zi Gaoke (000981)**: Today's change is +1.84%, with a 5-day moving average of 3.94 yuan, which is -0.93% lower than the 10-day moving average of 3.98 yuan [1] - **ST Weier (002058)**: Today's change is +1.78%, with a 5-day moving average of 25.25 yuan, which is -0.92% lower than the 10-day moving average of 25.49 yuan [1] - **Titan Chemical (002145)**: Today's change is +2.80%, with a 5-day moving average of 5.51 yuan, which is -0.85% lower than the 10-day moving average of 5.56 yuan [1] - **Hank Technology (688006)**: Today's change is +2.84%, with a 5-day moving average of 31.95 yuan, which is -0.82% lower than the 10-day moving average of 32.21 yuan [1] - **Inner Mongolia First Machinery (600967)**: Today's change is +0.60%, with a 5-day moving average of 18.61 yuan, which is -0.80% lower than the 10-day moving average of 18.76 yuan [1] - **Liangjiu 12 (301592)**: Today's change is -0.24%, with a 5-day moving average of 124.73 yuan, which is -0.77% lower than the 10-day moving average of 125.69 yuan [1] - **Zhongwu Robotics (688297)**: Today's change is +0.06%, with a 5-day moving average of 47.82 yuan, which is -0.77% lower than the 10-day moving average of 48.19 yuan [1] - **Chihong Zn & Ge (600497)**: Today's change is +0.62%, with a 5-day moving average of 6.63 yuan, which is -0.76% lower than the 10-day moving average of 6.68 yuan [1] - **Dadi (688077)**: Today's change is -0.27%, with a 5-day moving average of 34.01 yuan, which is -0.74% lower than the 10-day moving average of 34.26 yuan [1]

Group 1 - The small metal sector experienced a downturn on November 3, with notable declines in several companies [1] - Huaxi Nonferrous fell by 9.1%, Shengtun Mining decreased by 7.45%, and Huayu Mining dropped by 6.66% [1] - Other companies such as Zhuhai Group, Northern Copper, and Guangsheng Nonferrous also saw declines exceeding 6% [1]

Core Insights - The 2025 (14th) SMM Copper Industry Annual Conference and the Second Shanxi Province Copper-based New Materials Industry Chain Development Conference were held in Yuncheng, Shanxi, focusing on the theme "Intelligent Creation of Copper-based New Materials, Green Initiation of New Industrial Future" [1] Industry Overview - The copper industry is undergoing a transformation with a focus on high-quality development, driven by technological innovation and green transition [1] - Shanxi Province ranks 13th in national resource reserves and 8th in cathode copper production capacity, indicating a strong foundation for the copper industry [4] Regional Development - Yuncheng has rich mineral resources and a long history of copper smelting, positioning it as a core area for developing the copper-based new materials industry [3] - The region has established a complete industrial chain from copper mining, smelting to deep processing, with significant achievements in research and development [3] Challenges and Opportunities - Shanxi's copper industry faces challenges such as high external resource dependency (over 80%), low local conversion rates for deep processing, and a lack of downstream enterprises [4] - The conference aims to inject new vitality into the copper-based new materials industry chain in Shanxi, encouraging collaboration and innovation [4] Production and Market Position - China's copper industry has transitioned from catching up to leading, with refined copper production expected to reach 13.64 million tons in 2024, accounting for 49.4% of global production [4][5] - The global copper market is characterized by resource concentration and differentiated consumption, with China being the largest producer and consumer [5] Innovation and Collaboration - The conference featured discussions on key topics in the copper industry, including specialized reports and forums on low-carbon energy transformation [5] - Several companies signed cooperation agreements covering research and development of copper-based new materials and applications in the new energy sector, strengthening the industrial cooperation foundation [5]

Company Overview - Northern Copper Industry was established on April 2, 1996, and listed on the Shenzhen Stock Exchange on April 28, 1997, with its registered and office address in Yuncheng, Shanxi Province [1] - The company is a significant copper producer in China, possessing a complete copper industry chain and strong resource assurance and cost control capabilities [1] Financial Performance - As of Q3 2025, Northern Copper's operating revenue was 19.973 billion, ranking 11th among 16 companies in the industry, significantly lower than the top company Jiangxi Copper's 396.047 billion and second-ranked Zijin Mining's 254.2 billion [2] - The net profit for the same period was 689 million, placing it 9th in the industry, far behind Zijin Mining's 45.701 billion and Luoyang Molybdenum's 16.488 billion, and below the industry average of 5.201 billion [2] Financial Ratios - The asset-liability ratio for Northern Copper as of Q3 2025 was 65.81%, higher than the industry average of 54.12%, although it decreased from 67.86% in the same period last year [3] - The gross profit margin was 8.49%, lower than the industry average of 10.36%, but improved from 7.40% in the previous year [3] Management Compensation - The total compensation for General Manager Jiang Weidong was 613,900, a decrease of 95,000 compared to the previous year [4] Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 2.99% to 163,900, while the average number of circulating A-shares held per household decreased by 2.91% to 11,600 [5] - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited ranked sixth with 14.9068 million shares, an increase of 3.5978 million shares from the previous period [5]

Core Viewpoint - Northern Copper Industry (000737.SZ) has experienced a significant surge in performance in Q3 2025, driven by its comprehensive industry chain layout and competitive advantages in the non-ferrous metal market [1][2]. Financial Performance - For the first three quarters of 2025, the company reported revenue of 19.973 billion yuan, a year-on-year increase of 9.56%, and a net profit of 689 million yuan, up 26.07% [2]. - In Q3 alone, revenue reached 7.162 billion yuan, marking a substantial year-on-year growth of 24.14%, while net profit soared to 202 million yuan, reflecting a remarkable increase of 133.57% [2]. Industry Position and Resource Advantage - Northern Copper Industry is recognized as a leading player in the copper industry in North China, benefiting from a full-chain layout that includes mining, beneficiation, smelting, and processing [1][3]. - The company possesses significant resource advantages, with its Yuyu Copper Mine holding 213 million tons of copper ore resources and a metal content of 1.2987 million tons, showcasing a solid resource foundation [3]. Research and Development - The company has been increasing its R&D investments, with expenditures rising from 107 million yuan in 2022 to 276 million yuan in 2024, focusing on deep mining technology and efficient smelting process optimization [2]. Market Performance - Following the earnings report, Northern Copper's stock price rose by 3.79% to 15.9 yuan per share, with a year-to-date increase of 106.76%, reflecting strong market recognition of its competitive advantages [5]. - As of the end of Q3 2025, the company's total assets reached 19.47 billion yuan, a 19.37% increase from the previous year [5].