LAW FIRM 北京市京师律师事务所 关于新兴铸管股份有限公司 2025 年第二次临时股东大会 的法律意见书 致:新兴铸管股份有限公司 北京市京师律师事务所(以下简称"本所")接受新兴铸管股份 有限公司(以下简称"公司")的委托,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》(2022年修订)(以下称《股东会规 则》)等有关法律法规、规章、规范性文件及《新兴铸管股份有限公 司章程》(以下称《公司章程》)等有关规定,指派本所律师出席了公 司于 2025 年 11月 14 日召开的 2025 年第二次临时股东大会(以下简 称"本次股东大会"),并就本次股东大会相关事项出具本法律意见书。 公司已向本所保证,其已向本所披露一切足以影响本法律意见书 出具的事实,并提供了本所为出具本法律意见书所要求公司提供的原 始书面材料、副本材料、复印材料、承诺函或证明,并无隐瞒记载、 虚假陈述和重大遗漏之处。公司提供给本所的文件和材料是真实、准 确、完整、有效的,文件材料为副本或复印件的,与原件一致。 2025年10月28日,公司以公告形式在《证券时报 ...

证券代码：000778 证券简称：新兴铸管 公告编号：2025-48 新兴铸管股份有限公司 2025 年第二次临时股东大会决议公告 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。 特别提示: 1、本次股东大会未出现否决议案的情形。 2、本次股东大会未涉及变更以往股东大会已通过的决议。 一、会议召开情况和出席情况 （一）会议召开情况 1、会议召开的日期和时间： （1）现场会议召开时间为：2025 年 11 月 14 日（星期五）下午 14:30 通过深圳证券交易所互联网投票系统进行网络投票的具体时间为：2025 年 11 月 14 日 9:15－15:00 2、股权登记日：2025 年 11 月 7 日（星期五） 3、会议召开地点：河北省武安市 2672 厂区公司会议室 4、召集人：公司董事会 5、会议主持人：公司董事长何齐书先生 6、召开方式：现场投票与网络投票表决相结合 7、公司部分董事、监事和高管人员通过视频方式出席本次会议 本次股东大会的召集、召开程序、出席会议人员的资格和表决程序均符合《中华人 （2）网络投票时间为：2025 年 11 月 14 日 其 ...

Core Points - The stock price of Xinxing Ductile Iron Pipes has increased by 15.97% year-to-date, with a recent rise of 2.31% over the last five trading days [2] - The company reported a revenue of 27.183 billion yuan for the first nine months of 2025, reflecting a year-on-year growth of 0.38%, while net profit attributable to shareholders reached 699 million yuan, up 44.67% year-on-year [2] - Xinxing Ductile Iron Pipes has a total market capitalization of 17.557 billion yuan as of November 6, with a trading volume of 96.162 million yuan [1] Financial Performance - The company’s main business revenue composition includes: ductile iron pipes and fittings (31.61%), special steel (24.89%), ordinary steel (23.42%), and other products (20.08%) [2] - Cumulative cash dividends since the A-share listing amount to 8.672 billion yuan, with 837 million yuan distributed over the past three years [3] Shareholder Information - As of September 30, 2025, the number of shareholders is 120,200, a decrease of 1.85% from the previous period, with an average of 32,403 circulating shares per person, an increase of 1.88% [2] - Major shareholders include Hong Kong Central Clearing Limited, which holds 51.2662 million shares, an increase of 20.2547 million shares from the previous period [3]

债券代码：149504 债券简称：21 新兴 01 光大证券股份有限公司 关于 新兴铸管股份有限公司总经理发生变动的 临时受托管理事务报告 债券受托管理人 （住所：上海市静安区新闸路 1508 号） 2025 年 10 月 契约锁 重要声明 本报告依据《公司债券发行与交易管理办法》、《新兴铸管股份有 限公司 2021 年面向合格投资者公开发行公司债券（第一期）募集说 明书》、《新兴铸管股份有限公司 2018 年面向合格投资者公开发行公 司债券债券受托管理协议》等相关文件、第三方机构出具的专业意见 以及新兴铸管股份有限公司（以下简称"新兴铸管"或"发行人"或 "公司"）出具的相关说明文件等，由"21 新兴 01"受托管理人光大 证券股份有限公司（以下简称"光大证券"）编制。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资 者应对相关事宜做出独立判断，而不应将本报告中的任何内容据以作 为光大证券所作的承诺或声明。 1 契约锁 一、 发行人概况 1、 债券名称：新兴铸管股份有限公司 2021 年面向合格投资者公 开发行公司债券（第一期） 2、 债券简称：21 新兴 01 3、 债券代码：149504 4、 ...

Core Viewpoint - The company is actively preparing for the significant investment opportunities arising from the government's plan to invest 5 trillion yuan in upgrading 700,000 kilometers of underground pipelines over the next five years [1] Group 1: Company Response to National Policy - The company acknowledges the importance of the national policy direction and is conducting assessments and strategic planning based on its business characteristics and industry trends [1] - The company plans to continuously monitor the implementation of policy details and leverage its accumulated advantages to seize market opportunities [1] - The company commits to timely information disclosure regarding any significant developments related to this national investment initiative [1]

Market Performance - The steel sector saw a slight increase of 0.2% on October 29, with Xinxing Casting leading the gains [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] Individual Stock Performance - Xinxing Casting (000778) closed at 4.38, up 2.82% with a trading volume of 1.77 million shares and a transaction value of 770 million [1] - Linggang Co. (600231) closed at 2.32, up 1.75% with a trading volume of 411,400 shares [1] - Liugang Co. (601003) closed at 5.17, up 1.37% with a trading volume of 232,600 shares [1] - Other notable performers include Nanjing Steel (600282) and Maanshan Steel (600808), with increases of 1.35% and 1.28% respectively [1] Fund Flow Analysis - The steel sector experienced a net outflow of 7.6 million from institutional investors and 98.63 million from speculative funds, while retail investors saw a net inflow of 106 million [2] - Xinxing Casting had a net outflow of 29.73 million from institutional investors, while retail investors contributed a net inflow of 6.71 million [3] - Chongqing Steel (601005) saw a net inflow of 25.28 million from institutional investors, indicating strong interest [3]

Core Insights - The report highlights concerns regarding the independence of the Federal Reserve, particularly in light of political pressures, which may impact the macroeconomic narrative and the valuation of the US dollar [2] - The report provides a detailed analysis of various companies, focusing on their financial performance and strategic initiatives [3][4][5][6][7][8][10][11][12][17][19][20][22][24][25][26][27][28][30][31] Company Summaries - **Lihigh Food (300973 CH, Buy)**: The company reported revenue of 3.14 billion and net profit of 250 million for the first three quarters of 2025, showing year-on-year growth of 15.7% and 22.0% respectively. Despite pressure on gross margins due to rising palm oil prices, effective cost control has helped maintain profitability [3] - **Red Flag Chain (002697 CH, Accumulate)**: The company achieved revenue of 7.11 billion in the first three quarters of 2025, a year-on-year decrease of 8.5%. The net profit was 383 million, down 1.9% year-on-year. The company is focusing on internal management and cost reduction to improve profitability [4] - **Kanglong Chemical (300759 CH, Buy)**: The company reported revenue of 10.086 billion and adjusted net profit of 1.227 billion for the first three quarters of 2025, reflecting year-on-year growth of 14.4% and 10.8% respectively. The company has raised its revenue growth guidance for 2025 from 10-15% to 12-16% [5] - **Zhou Dasheng (002867 CH, Buy)**: The company reported revenue of 6.772 billion for the first three quarters of 2025, a decline of 37.3% year-on-year, while net profit increased by 3.1%. The growth in net profit is attributed to a higher proportion of high-margin products [6] - **Aimeike (300896 CH, Buy)**: The company reported revenue of 566 million in Q3 2025, down 21.3% year-on-year, with a net profit of 304 million, down 34.6%. The company is focusing on expanding its product pipeline and international market presence [7] - **Leixin Technology (688018 CH, Accumulate)**: The company achieved revenue of 1.912 billion in the first three quarters of 2025, a year-on-year increase of 30.97%. Despite a slight decline in Q3 revenue, the company is expanding its market presence in high-performance SoC [8] - **Zhongke Chuangda (300496 CH, Buy)**: The company reported revenue of 5.148 billion for the first three quarters of 2025, reflecting a year-on-year increase of 39.34%. The growth is driven by the AIOT sector [9] - **Yihua (301029 CH, Buy)**: The company reported revenue of 736 million in Q3 2025, up 17.52% year-on-year, with a net profit of 136 million, up 28.59%. The growth is attributed to the continued demand in lithium battery and automotive sectors [10] - **Huazhi Technology (688281 CH, Buy)**: The company reported revenue of 285 million in Q3 2025, a year-on-year increase of 12.85%. The company is focusing on its leading position in stealth materials [11] - **Chengdu Bank (601838 CH, Buy)**: The bank reported a net profit of 5.0% and revenue growth of 3.0% for the first nine months of 2025, indicating stable performance despite non-interest income fluctuations [12] - **Yun Tianhua (600096 CH, Buy)**: The company reported revenue of 12.6 billion in Q3 2025, a year-on-year decrease of 14%, but net profit increased by 24%. The company benefits from strong export demand for phosphate products [13] - **Funi Co., Ltd. (600483 CH, Buy)**: The company reported revenue of 3.666 billion in Q3 2025, down 4.04% year-on-year, but net profit increased by 11.53%. The company is focusing on its project reserves and renewable energy contributions [14] - **Hongcheng Environment (600461 CH, Buy)**: The company reported revenue of 1.738 billion in Q3 2025, up 2.41% year-on-year, with net profit of 324 million, reflecting stable operational performance [15] - **Op Lighting (603515 CH, Accumulate)**: The company reported revenue of 1.692 billion in Q3 2025, down 0.59% year-on-year, with net profit of 208 million, down 12.22%. The company is expected to recover as the housing market stabilizes [16] Industry Insights - The macroeconomic environment is influenced by political pressures on the Federal Reserve, which may affect market confidence and asset valuations [2] - The food and beverage sector is experiencing mixed performance, with some companies managing to maintain profitability through cost control and strategic initiatives [3][4][5][6] - The healthcare and pharmaceutical sectors are showing resilience, with companies reporting steady revenue growth and improved cash flow [7][8][9] - The technology sector, particularly in AI and IoT, is witnessing significant growth, driven by increased demand for advanced solutions [10][11][12] - The banking sector is showing stable performance, with banks managing to maintain profitability despite fluctuations in non-interest income [13][14] - The energy sector is focusing on renewable energy projects, with companies looking to expand their project reserves and improve operational efficiency [15][16]

Group 1: Macro Insights - The "14th Five-Year Plan" has established a clear direction for the "15th Five-Year Plan," emphasizing foundational consolidation and comprehensive efforts, with a focus on "common prosperity" and strengthening "internal circulation" [6] - The plan identifies four strategic emerging industries and six future industries, aiming to promote key core technology breakthroughs in six priority areas through extraordinary measures [6] Group 2: Fixed Income - Er Yong Bonds - Recent market conditions have led to a decline in risk appetite, benefiting Er Yong bonds with both interest rate and spread reductions [7] - The supply of Er Yong bonds remains weak, continuing the trend of asset scarcity, while the monthly turnover rate has remained stable [7] - The pricing model suggests that the yield of 5-year AAA-rated secondary capital bonds may decline to approximately 2.07% next year [7] Group 3: Banking Sector - Precious Metals - The banking sector is expected to see growth in precious metals business despite challenges from high volatility in the gold market [8] - As of September 2025, China's official gold reserves reached 74.06 million ounces, marking an increase for 11 consecutive months, with a global trend of central banks increasing gold reserves [8] - The introduction of pilot programs for insurance funds to invest in gold is creating new opportunities for banks to provide services and increase intermediary income [8] Group 4: Textile and Apparel - Baoxini - Baoxini's revenue is expected to stabilize, with a projected decline in net profit due to ongoing adjustments in its main brand [12] - The company is anticipated to achieve a net profit of 2.95 billion, 3.74 billion, and 4.49 billion yuan from 2025 to 2027, maintaining a "buy" rating [12] Group 5: Food and Beverage - Haitian Flavoring - Haitian Flavoring reported a revenue of 21.628 billion yuan for the first three quarters of 2025, reflecting a year-on-year increase of 6.02% [13] - The company is expected to benefit from its leadership position in the industry and aims for significant growth in overseas markets [13] Group 6: Computer Industry - Zhongke Chuangda - Zhongke Chuangda's revenue for Q3 2025 reached 1.848 billion yuan, a year-on-year increase of 42.87% [15] - The company is projected to achieve net profits of 606 million, 695 million, and 782 million yuan from 2025 to 2027, maintaining a "buy" rating [15] Group 7: Home Appliances - Hisense - Hisense's profitability has slightly declined, but the company remains optimistic about its long-term globalization strategy [16] - The projected net profits for 2025 to 2027 are 3.398 billion, 3.771 billion, and 4.154 billion yuan, with a "hold" rating [16] Group 8: Coal Industry - China Coal Energy - China Coal Energy reported a revenue of 110.584 billion yuan for the first three quarters of 2025, a year-on-year decrease of 21.24% [27] - The company is expected to achieve net profits of 16 billion, 17.1 billion, and 18.5 billion yuan from 2025 to 2027, maintaining a "buy" rating [27] Group 9: Automotive - Huguang - Huguang's revenue for the first three quarters of 2025 was 5.84 billion yuan, reflecting a year-on-year increase of 6% [34] - The company is expanding its customer base and enhancing its overseas market presence, which is expected to drive future growth [34]

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company reported a revenue of 27.183 billion yuan for the first three quarters of 2025, a year-on-year increase of 0.4%, and a net profit attributable to shareholders of 699 million yuan, up 44.7% year-on-year, which aligns with expectations [7] - The steel industry is transitioning into a passive destocking recovery cycle, driven by policy-induced supply contraction, structural demand recovery, and cost optimization [7] - The company is expanding its international presence with a new factory in Egypt, which will produce ductile iron pipes, addressing local market needs and reducing costs [7] - Profit forecasts for the company are set at 273 million yuan, 988 million yuan, and 2.713 billion yuan for 2025, 2026, and 2027 respectively, with corresponding growth rates of 63.24%, 261.43%, and 174.62% [7] Financial Summary - Total revenue projections for the company are 36.194 billion yuan in 2024, 33.871 billion yuan in 2025, and 36.761 billion yuan in 2026, with a growth rate of 8.53% in 2026 [8] - The company's net profit is expected to reach 1.35082 billion yuan in 2023, with a significant increase to 2.71292 billion yuan by 2027 [1] - The latest diluted EPS is projected to be 0.34 yuan in 2023, increasing to 0.68 yuan by 2027 [1]

Industry Overview - The steel industry experienced a decline of 1.35% today, with a net outflow of funds amounting to 6.92 billion yuan [1] - Among the 44 stocks in the steel sector, only 4 stocks rose, while 40 stocks fell, indicating a bearish trend in the market [1] Fund Flow Analysis - The top three stocks with the highest net outflow of funds were Baogang Co., New Steel Pipe, and Wujin Stainless Steel, with net outflows of 5.04 billion yuan, 1.47 billion yuan, and 778.64 million yuan respectively [1] - Conversely, the stock with the highest net inflow was Fangda Carbon, which saw an inflow of 3.92 billion yuan, followed by Nanjing Steel and Hebei Steel with inflows of 181.07 million yuan and 162.70 million yuan respectively [1][2] Stock Performance - Baogang Co. had a decline of 3.00% with a turnover rate of 3.53% and a net outflow of 504.05 million yuan [1] - Fangda Carbon stood out with a significant increase of 10.08% and a turnover rate of 3.81%, reflecting strong investor interest [2] - Other notable declines included Wujin Stainless Steel at -4.85% and Youfa Group at -4.24%, indicating a challenging environment for these companies [1][2]