| 股票代码：000761 200761 | 股票简称：本钢板材 本钢板 B 编号：2025-024 | | --- | --- | | 债券代码：127018 | 债券简称：本钢转债 | 联系人：贾晶乔 本钢板材股份有限公司 关于召开 2024 年度业绩说明会的公告 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。 本钢板材股份有限公司（以下简称"公司"）2024 年度报告已于 2025 年 4 月 4 日刊登在巨潮资讯网。为便于广大投资者进一步了解 公司 2024 年度经营情况，公司拟召开 2024 年度业绩说明会。 1.会议召开时间：2025 年 4 月 16 日（星期三）下午 15:00-16:30 2.会议召开方式：采用网络方式召开 二、出席本次说明会的人员 出席本次业绩说明会的人员有：董事长、总经理黄作为先生；总 会计师兼董事会秘书郑政利先生；独立董事袁知柱先生。如遇特殊情 况，参会人员将可能进行调整。 三、投资者参加方式 投 资 者 可 登 录 " 全 景 网 · 投 资 者 关 系 互 动 平 台 " （http://ir.p5w.net）参与本 ...

| 股票代码：000761 200761 | 股票简称：本钢板材 本钢板 B 编号：2025-023 | | --- | --- | | 债券代码：127018 | 债券简称：本钢转债 | 本钢板材股份有限公司关于召开 2024 年度股东大会通知 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、会议基本情况 1.股东大会届次：公司 2024 年度股东大会 2.股东大会召集人：公司董事会 3.会议召开的合法合规性：本次会议的召开经公司九届董事会三 十五次会议审议通过，其召开符合有关法律、行政法规、部门规章、 规范性文件和公司章程的规定 4.会议召开的日期和时间： 现场会议召开时间为：2025 年 4 月 25 日下午 14:30 网络投票时间为：①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4月25日9:15—9:25，9:30—11:30和13:00— 15:00 ②通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 4 月 25 日上午 9:15 至 2025 年 4 月 25 日下午 15:00 期间的任意 时间 5.会 ...

Fundraising Overview - The company successfully raised a total of 6.8 billion RMB through the issuance of convertible bonds, with a net amount of 6.7592 billion RMB after deducting underwriting fees [1][2] - The funds were fully received on July 6, 2020, and are managed under a dedicated account system [1][2] Fund Utilization and Management - As of December 31, 2024, the company has invested a cumulative amount of 582,115.06 RMB from the raised funds into projects, with the remaining balance in the dedicated account [1][2] - The company adheres to strict management protocols for the use of raised funds, ensuring compliance with relevant regulations and protecting investor interests [1][2][3] Project Investment Details - The total investment in fundraising projects amounts to 1,082,356,809.47 RMB, with specific allocations to various projects such as the high-grade silicon steel project and the steel plant upgrades [2][3] - The company has not changed the implementation locations or methods for the fundraising projects during the reporting period [2][3] Idle Fund Management - The company has utilized idle funds temporarily to supplement working capital, with a total of 4.18 billion RMB used for this purpose, which was fully returned to the dedicated account by July 27, 2021 [4][5] - Subsequent uses of idle funds for working capital were also approved by the board and returned to the dedicated account within the stipulated time frame [5][6][7] Compliance and Reporting - The company has complied with all regulatory requirements regarding the management and use of raised funds, with no reported violations or issues in disclosure [8][9] - A special report on the use of raised funds was approved by the board on April 2, 2025, confirming the legality and effectiveness of fund management [8][9]

Core Viewpoint - The report provides a comprehensive overview of the fundraising, storage, and usage of funds by Benxi Steel Plate Co., Ltd. for the year 2024, confirming compliance with regulatory requirements and detailing the management of raised funds [1][4]. Fundraising Overview - The company raised a total of 6.8 billion RMB through the issuance of convertible bonds, with net proceeds amounting to 6,759,200,000 RMB after deducting underwriting fees [1][2]. - The funds were fully received by July 6, 2020, and are managed under a dedicated account system [2][3]. Fund Management and Usage - As of December 31, 2024, the total amount invested in projects from the raised funds was 582,115.06 RMB, with a remaining balance of 36,766,322.64 RMB in the fundraising account [4][5]. - The company has established strict approval procedures for the use of raised funds to ensure they are used for designated purposes, with no violations reported [4][6]. Temporary Use of Idle Funds - The company temporarily used idle funds amounting to 4.18 billion RMB for working capital, which was fully returned to the dedicated account by July 27, 2021 [6][7]. - Additional temporary uses of idle funds occurred in subsequent years, with amounts of 3.03 billion RMB in 2021, 3.01 billion RMB in 2022, and 1.96 billion RMB in 2023, all of which were returned within the stipulated time frame [7][8][9]. Compliance and Reporting - The report confirms that the management and usage of funds comply with the relevant regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1][4]. - There were no changes in the investment projects or their implementation methods during the reporting period, and all disclosures were timely and accurate [4][10]. Conclusion - The report concludes that the fundraising and usage of funds by Benxi Steel Plate Co., Ltd. for 2024 were conducted in accordance with regulatory requirements, with no issues identified in fund management or reporting [1][4].

Audit Opinion - The audit report concludes that the financial statements of Benxi Steel Plate Co., Ltd. fairly reflect its financial position as of December 31, 2024, and its operational results and cash flows for the year 2024 in accordance with accounting standards [1][2]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to the significant risk of material misstatement. The audit procedures included testing internal controls related to revenue, analyzing sales details, and verifying contracts and invoices [1][2]. - Inventory impairment provision is also a key audit matter, as it involves significant judgment in estimating the net realizable value of inventory. The audit procedures included assessing internal controls and performing tests on inventory valuation [2][4]. Company Overview - Benxi Steel Plate Co., Ltd. was established in March 1997 and is primarily engaged in the production and sale of black metal products. The company went public in June 1997, issuing B shares and later A shares [4][5]. - As of December 31, 2024, the total share capital of the company is 4,108,228,157 shares, with the actual controller being Ansteel Group Co., Ltd. [4][5]. Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and in accordance with the accounting standards issued by the Ministry of Finance [4][5]. Accounting Policies - The company follows specific accounting policies for revenue recognition, inventory valuation, and financial instruments, ensuring compliance with relevant accounting standards [4][5][6]. - Inventory is measured at the lower of cost and net realizable value, with provisions made for any impairment [4][5][6]. Financial Instruments - Financial instruments are classified at initial recognition as either measured at amortized cost or at fair value, depending on the business model and cash flow characteristics [4][5][6]. Consolidation and Control - The company consolidates financial statements based on control, including all subsidiaries, and eliminates intercompany transactions [5][6]. Management Responsibilities - Management is responsible for preparing the financial statements in accordance with accounting standards and maintaining effective internal controls to prevent material misstatements [1][2]. Auditor Responsibilities - The auditor's responsibility is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes their opinion [1][2].

Core Viewpoint - The report provides an audit of Ben Steel Plate Co., Ltd.'s non-operating fund occupation and other related fund transactions for the year 2024, ensuring compliance with regulatory requirements [1][2]. Group 1: Audit and Financial Reporting - The audit covered the financial statements of Ben Steel Plate Co., Ltd. for the year ending December 31, 2024, including consolidated and parent company balance sheets, income statements, cash flow statements, and changes in equity [1]. - The management of the company is responsible for preparing the summary table of non-operating fund occupation and related transactions, ensuring its authenticity, accuracy, and completeness [2]. - The audit firm confirmed that there were no significant inconsistencies between the summary table and the audited financial statements [2]. Group 2: Regulatory Compliance - The summary table was prepared in accordance with the China Securities Regulatory Commission's guidelines and the Shenzhen Stock Exchange's self-regulatory rules [1]. - The report is intended solely for the purpose of disclosing the annual report for 2024 and should not be used for any other purposes [2].

Meeting Overview - The supervisory board of Benxi Steel Plate Co., Ltd. held its 21st meeting of the 9th session, ensuring compliance with relevant regulations and company bylaws [1][2] - All resolutions were passed with unanimous support, indicating strong consensus among board members [2][3] Financial Reporting - The supervisory board reviewed the 2024 annual report prepared by the board of directors, confirming that the report accurately reflects the company's actual situation without any misleading statements [1][2] - The board also approved the 2024 profit distribution plan, stating it aligns with the company's operational status and legal requirements [2][3] Internal Control and Audit - The company has established a robust internal control system, ensuring the safety and integrity of its assets, with no violations reported in 2024 [3][4] - The supervisory board endorsed the reappointment of Lixin Accounting Firm, citing its professional capabilities and independence as meeting the company's audit needs [2][4] Accounting Policy Changes - The supervisory board approved changes to accounting policies, stating they are reasonable and comply with relevant regulations [4][5] - The board confirmed that the decision to provision for asset impairment was legally sound and accurately reflects the company's asset status [4][5] Fund Management - The company reported that the management and use of raised funds comply with legal requirements, with no violations noted [4][5] - The board agreed to conclude certain fundraising projects and use surplus funds to supplement working capital, enhancing resource allocation efficiency [5][6] Supervisory Board Candidates - The company proposed Lu Xuezh柱 and Lu Wei Jun as candidates for the 10th supervisory board, with both candidates receiving unanimous support [5][6] - Both candidates have extensive experience in auditing and management within the company and its affiliates [6][7]

Meeting Information - The annual general meeting of Benxi Steel Plate Co., Ltd. is scheduled for April 25, 2025, at 14:30 [1] - Shareholders must hold shares by April 14, 2025, to attend the meeting [1][4] - Voting can be conducted through the Shenzhen Stock Exchange trading system and internet voting system on the same day [1][6] Agenda Items - The meeting will review several proposals, including the completion of certain fundraising projects and the use of surplus funds to supplement working capital [3][10] - Proposals for the election of the 10th Board of Directors and independent directors will be conducted via cumulative voting [4][10] - The independent directors' qualifications and independence must be approved by the Shenzhen Stock Exchange before voting [5] Voting Procedures - Shareholders can distribute their voting rights among candidates in cumulative voting, with specific limits based on the number of positions available [5][7] - The voting process includes options for agreeing, opposing, or abstaining from each proposal [8][9] - Detailed instructions for online voting are provided, including necessary identification and authentication steps [6][8]

Summary of Key Points Core Viewpoint - The company has conducted a comprehensive review and impairment testing of its assets as of the end of 2024, resulting in the proposal to recognize asset impairment provisions to reflect the actual financial condition accurately [1][6]. Asset Impairment Overview - The total asset impairment provisions for the year 2024 amount to 176,084,170.69 CNY, which includes: - Credit impairment losses totaling 55,204,849.11 CNY, consisting of: - Bad debt losses on accounts receivable: -51,539,885.68 CNY - Bad debt losses on other receivables: -3,664,963.43 CNY - Asset impairment losses totaling 231,289,019.80 CNY, consisting of: - Inventory write-downs and contract performance cost impairments: 231,296,927.96 CNY - Fixed asset impairment losses: -7,908.16 CNY [1][4]. Impairment Provision Methodology - The company estimates expected credit losses for financial assets measured at amortized cost and those measured at fair value with changes recognized in other comprehensive income, considering past events, current conditions, and future economic forecasts [2][3]. Financial Impact - The impairment provisions will impact the company's consolidated profit for the reporting period by -228,343,329.22 CNY, but the company asserts that this will not affect its normal operations [5][6]. Approval Process - The asset impairment provision proposal was approved by the Audit and Risk Management Committee and the Board of Directors, confirming that the decision aligns with the company's actual situation and complies with relevant accounting standards [6].

Core Viewpoint - The internal control evaluation report of Ben Steel Plate Co., Ltd. emphasizes the importance of enhancing internal control systems to mitigate operational risks and improve governance capabilities in line with national directives [1][2]. Internal Control Evaluation Conclusion - The company has not identified any significant defects in financial reporting internal controls as of the evaluation report date, indicating effective internal controls in all major aspects [2][3]. - No significant defects in non-financial reporting internal controls were found during the evaluation period [2][3]. Internal Control Evaluation Work - An internal control evaluation working group was established to implement the annual evaluation, focusing on high-risk areas and core business sectors [3][4]. Scope of Internal Control Evaluation - The evaluation covered various units and business activities, including governance, strategic planning, and financial management, ensuring comprehensive coverage of the company's operations [3][4]. Standards for Identifying Internal Control Defects - The company has established specific standards for identifying internal control defects, categorized into financial and non-financial reporting defects, maintaining consistency with previous years [4][5]. Internal Control Defect Identification and Rectification - Throughout the reporting period, the company did not encounter any significant or important defects in either financial or non-financial reporting internal controls [6][7]. Other Significant Internal Control Matters - The company plans to enhance its internal control systems further and implement regular inspections to ensure ongoing compliance and optimization of the internal control framework [7].