北京金诚同达律师事务所 关于 河钢资源股份有限公司 2025 年第二次临时股东会的 法律意见书 本所律师根据《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》《上市公司股东会规则》（以下简称"《股东会规则》"）《律师 事务所从事证券法律业务管理办法》《律师事务所证券法律业务执业规则（试行）》 等有关法律、法规和规范性文件的要求以及《河钢资源股份有限公司章程》（以 下简称"《公司章程》"）的规定，对本次股东会的召集、召开程序，出席会议人 员的资格、召集人资格，会议的表决程序、表决结果等重要事项进行核验，出具 本法律意见书。 北京市朝阳区建国门外大街 1 号国贸大厦 A 座 10 层 电话：010-5706 8585 传真：010-6518 5057 金诚同达律师事务所 法律意见书 北京金诚同达律师事务所 关于河钢资源股份有限公司 2025 年第二次临时股东会的 法律意见书 金证法意[2025]字 1215 第 1053 号 致：河钢资源股份有限公司 北京金诚同达律师事务所（以下简称"本所"）接受河钢资源股份有限公司 （以下简称"河钢资源"或"公司"）的聘请，指派本所律师出席公司 20 ...

证券代码：000923 证券简称：河钢资源 公告编号：2025-36 河钢资源股份有限公司 2025 年第二次临时股东会决议公告 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提案的情形； 2、本次股东会未涉及变更以往股东会已通过的决议； 一、会议召开和出席情况 1、河钢资源股份有限公司（以下简称"公司"）2025年第二次临时股东会 会议通知于2025年11月28日以公告形式发出。 2、会议召开方式：本次会议以现场投票与网络投票相结合的方式召开。 3、会议召开时间： 现场会议时间：2025年12月15日下午2:30起； 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12月15日 上午9:15—9:25，9:30—11:30，下午1:00—3:00； 6、会议主持人：公司董事长王耀彬先生。 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12月15日上 午9:15－下午3:00。 4、现场会议地点：河北省石家庄市体育南大街385号1709会议室。 5、会议召集人：公司董事会。 7、股东出席情况 股东出 ...

Core Insights - The steel industry is experiencing a dual decline in supply and demand, with structural optimization and marginal profit improvement. Supply side: total contraction and structural differentiation, with capital expenditure continuing to show weak growth. The steel industry's capital expenditure has been slowing for four consecutive years, entering negative growth in 2025 due to multiple factors including "anti-involution" policies, a downturn in the real estate sector, and limited infrastructure support [2][10] - The domestic crude steel consumption has decreased significantly, with a 6.4% year-on-year decline in demand from January to October 2025, amounting to 710 million tons. The demand in traditional steel usage areas remains weak, particularly in real estate and infrastructure [2][32] - Exports have become a crucial support for the steel industry, with steel exports reaching 97.74 million tons from January to October 2025, a 6.4% increase year-on-year. The total annual export volume is expected to exceed 110 million tons, effectively offsetting the pressure from declining domestic demand [2][48] Group 1: Marginal Improvement in the Steel Industry - The average steel price has continued to decline, with the comprehensive price index for ordinary steel dropping to 3,447 yuan/ton as of November 24, 2025, down approximately 200 yuan from the year's peak [10][60] - The profit margin of the steel industry has shown significant improvement, with the gross profit margin reaching 6.4% in Q3 2025, marking a recovery from the low levels seen since 2022 [13][15] - The proportion of loss-making enterprises in the steel industry has slightly decreased but remains high at 37.18%, indicating ongoing challenges within the industry [17] Group 2: PPI Turnaround Expectations - The Producer Price Index (PPI) for the steel industry is expected to turn positive by Q2 2026, driven by improvements in supply structure and demand dynamics [53][60] - Historical data shows that the steel industry plays a significant role in PPI fluctuations, with past PPI turnarounds in 2016 and 2021 coinciding with significant steel industry performance [54][60] - The steel industry accounts for approximately 5.9% of the PPI, making its price movements critical for overall industrial price trends [53][54] Group 3: Investment Recommendations - The report suggests focusing on high-efficiency, low-emission regional leading enterprises such as Hualing Steel, Shougang, and Shandong Steel, as well as companies with strong growth potential like Baosteel and Nanjing Steel [4][60] - The steel sector is viewed as having strong "anti-involution" attributes and significant profit recovery potential, making it a strategic investment opportunity for the medium to long term [4][60] - The report emphasizes the importance of monitoring the performance of small and medium-sized steel companies, particularly those with strong earnings growth and valuation appeal [4][60]

| 代码 | 名称 | 主力净流入(元) | 主力净占比 游资净流入(元) | | 游资净占比 散户净流入 (元) | | 散户净占比 | | --- | --- | --- | --- | --- | --- | --- | --- | | 001203 大中矿业 | | 1.98(乙 | 18.84% | -6098.37万 | -5.80% | -1.37 Z | -13.04% | | 601969 海南矿业 | | 1897.24万 | 4.88% | -753.10万 | -1.94% | -1144.13万 | -2.94% | | 600295 鄂尔多斯 | | 690.74万 | 5.36% | 905.82万 | 7.02% | -1596.56万 | -12.38% | | 600382 广东明珠 | | 199.82万 | 2.66% | -49.59万 | -0.66% | -150.23万 | -2.00% | | 000923 河钢资源 | | 40.36万 | 0.15% | 105.92万 | 0.39% | -146.27万 | -0.53% | | 601121 | 宝地 ...

Core Viewpoint - The non-ferrous metal sector is experiencing significant upward momentum, driven by expectations of interest rate cuts by the Federal Reserve, supply disruptions in key metals, and increased demand from the AI and clean energy sectors [2][3][4]. Group 1: Market Performance - The non-ferrous metal sector opened actively, with notable gains: Tin Industry Co. rose over 8%, Jincheng Mining and Western Mining increased over 6%, and several others including Luoyang Molybdenum and Jiangxi Copper rose over 5% [1]. - Specific stock performances include: - Jincheng Mining at 70.19, up 6.95% with a year-to-date increase of 95.34% [2] - Western Mining at 25.76, up 6.89% with a year-to-date increase of 70.64% [2] - Luoyang Jiya at 18.64, up 5.79% with a year-to-date increase of 189.17% [2]. Group 2: Supply and Demand Dynamics - The London Metal Exchange (LME) reported a significant increase in copper delivery applications, reaching 56,875 tons, the largest increase since 2013 [3]. - LME metal futures closed higher, with copper rising by $342 to $11,488 per ton, marking a historical high, and tin increasing by 4.21% to $40,685 per ton [3]. - The semiconductor and consumer electronics sectors are the primary applications for tin, accounting for over 65% of consumption, which is driving demand due to a recovery in the semiconductor industry [3]. Group 3: Future Outlook - Morgan Stanley forecasts that supply disruptions and global inventory mismatches will push copper prices to $12,500 per ton by mid-2026 [3]. - The copper market is experiencing "strategic locking" of COMEX inventories, which reduces market liquidity and exacerbates regional shortages, acting as a catalyst for price increases [4]. - The industrial metals sector is facing ongoing supply-demand imbalances, with global copper mine supply disruptions and increased demand from the clean energy transition [4]. Group 4: Precious and Minor Metals - The precious metals sector is benefiting from rising expectations of interest rate cuts, with silver prices reaching historical highs and ongoing supply shortages [5]. - The small metals sector, particularly tin, is gaining attention due to its critical role in the electronics supply chain, with recent price increases reflecting a recovery in demand from semiconductor and AI device sectors [5].

Investment Rating - The industry investment rating is Neutral, maintained [9] Core Views - The expectation of overseas interest rate cuts is strengthening, which may lead to a corresponding adjustment in domestic monetary policy. The reserve requirement ratio is expected to trend downward, positively impacting short-term steel prices. Historical data shows that after 10 instances of reserve requirement cuts since 2020, the average increase in rebar prices was 20, 42, 45, 41, and 26 CNY/ton in the first five trading days post-cut, indicating a strong likelihood of price increases in the short term [2][6]. Summary by Sections Supply and Demand Dynamics - Steel inventory is being reduced smoothly, and there is a positive outlook for the real estate sector, leading to a slight increase in steel prices. However, the profitability of steel companies has not shown significant improvement due to sustained high prices of iron ore and coke. It is expected that steel production will continue to decline as companies proactively reduce inventory and conduct maintenance towards the end of the year. Demand may also weaken seasonally [4][5]. - The apparent consumption of five major steel products increased by 0.12% year-on-year but decreased by 0.81% month-on-month. The production of five major steel products decreased by 2.20% year-on-year but increased by 0.74% month-on-month, with daily molten iron production dropping to 2.3468 million tons [4][5]. Price Trends - Recent price trends show that Shanghai rebar has risen to 3,260 CNY/ton, an increase of 30 CNY/ton, while hot-rolled steel has reached 3,270 CNY/ton, up by 20 CNY/ton. The estimated profit for rebar is -134 CNY/ton, with a lagging cost profit of -99 CNY/ton [5]. Long-term Outlook - The renewed overseas interest rate cut cycle is expected to stabilize medium-term demand expectations for manufacturing. Although direct export demand for steel is limited, there is significant indirect demand through downstream sectors such as machinery, automotive, and home appliances. If overseas manufacturing recovers, it could stabilize steel manufacturing demand. The demand side for steel is expected to remain stable in 2026, driven by reduced production and improved cost structures [7][8].

Investment Rating - The report maintains an "Overweight" rating for the steel industry [5]. Core Viewpoints - Demand is expected to gradually bottom out, and supply-side market clearing has begun, indicating a potential recovery in the steel industry's fundamentals. If supply policies are implemented, the contraction in supply may accelerate, leading to quicker industry recovery [3][8]. - The report highlights a decrease in apparent steel consumption and inventory levels, with a total apparent consumption of 8.88 million tons, down 0.69% week-on-week but up 1.2% year-on-year [5][21]. - The report anticipates that the steel demand will stabilize, with a continued expectation of supply contraction. The negative impact of the real estate sector on steel demand is expected to diminish, while demand from infrastructure and manufacturing is projected to grow steadily [5][3]. Summary by Sections Steel - Steel prices have increased week-on-week, with Shanghai rebar prices rising by 30 CNY/ton to 3260 CNY/ton, a 0.93% increase. Total steel inventory decreased by 320,000 tons to 14.01 million tons [5][8]. - The operating rate of blast furnaces in 247 steel mills decreased to 81.09%, down 1.1 percentage points from the previous week [5][27]. - The average gross profit for rebar was 91 CNY/ton, up 30 CNY/ton from the previous week, while hot-rolled coil had a gross profit of -47 CNY/ton, an increase of 18.4 CNY/ton [5][36]. Raw Materials - Iron ore spot prices increased, with the price for PB powder rising by 2 CNY/ton to 793 CNY/ton, a 0.25% increase. The total inventory of iron ore at ports rose by 1% to 15.206 million tons [5][45][51]. - The total shipment volume of the four major iron ore producers decreased by 225,000 tons to 21.2 million tons [5][60]. Special Steel and New Materials - The report notes an increase in stainless steel prices and a recovery in industrial-grade and battery-grade lithium carbonate prices [5][4]. Macroeconomic Context - The crude steel production from January to October 2025 showed a year-on-year decline, with the construction and manufacturing sectors continuing to weaken [5][5.1]. Investment Recommendations - The report recommends focusing on companies with leading technology and product structures, such as Baosteel and Hualing Steel, as well as low-cost and flexible steel companies like Fangda Special Steel and New Steel [5].

Core Viewpoint - HeSteel Resources (000923.SZ) announced a change in its auditing firm to Zhongshen Zhonghuan Accounting Firm (Special General Partnership) for the fiscal year 2025, maintaining the audit fee at 600,000 yuan [1] Group 1: Audit Firm Change - The board of directors has approved the change of the auditing firm due to the expiration of the service contract with the previous auditor, Zhongxing Caiguanghua, and the selection was made through a bidding process [1] - This marks the third consecutive year that HeSteel Resources has changed its auditing firm [1] Group 2: Previous Auditors - In 2023, the auditing firm was Liananda Accounting Firm, and in 2024, the company switched to Zhongxing Caiguanghua in compliance with regulations that limit the tenure of the same auditing firm to a maximum of eight years [1] - The company emphasizes that all previous changes were made with smooth communication with the former firms, and all audit opinions received were standard and unqualified [1]

Core Viewpoint - HeSteel Resources has shown a significant stock price increase of 33.73% year-to-date, with recent trading activity indicating a positive trend despite some fluctuations in the short term [2]. Group 1: Stock Performance - As of November 28, HeSteel Resources' stock price rose by 2.05% to 17.92 CNY per share, with a trading volume of 51.86 million CNY and a turnover rate of 0.46%, resulting in a total market capitalization of 11.697 billion CNY [1]. - The stock has experienced a 4.61% increase over the last five trading days, a 4.43% decrease over the last 20 days, and a 23.25% increase over the last 60 days [2]. Group 2: Financial Performance - For the period from January to September 2025, HeSteel Resources reported a revenue of 4.303 billion CNY, reflecting a year-on-year decrease of 7.47%, and a net profit attributable to shareholders of 538 million CNY, down 6.91% year-on-year [2]. - The company has distributed a total of 1.298 billion CNY in dividends since its A-share listing, with 914 million CNY distributed over the past three years [3]. Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders for HeSteel Resources was 28,300, a decrease of 6.54% from the previous period, with an average of 22,171 circulating shares per shareholder, an increase of 7.00% [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited holds 11.362 million shares, an increase of 1.7024 million shares from the previous period, while HSBC Jintrust Small Cap Stock holds 6.5423 million shares, also increasing by 171,050 shares [3].

第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司经河北省人民政府冀股办字[1998]32 号文批准，以募集设立方式设立，在张家口市 工商行政管理局注册登记。 第三条 公司于1999年6月1日经中国证券监督管理委员会（以下简称"中国证监会"）批准， 首次向社会公众发行人民币普通股5,500万股，由境内投资人以人民币认购，于1999年7月14 日在深圳证券交易所上市。 第四条 公司注册名称：河钢资源股份有限公司 英文全称：HBIS Resources Co., Ltd 河钢资源股份有限公司 章 程 第一章 总 则 第一条 为维护河钢资源股份有限公司（以下简称公司）、股东、职工和债权人的合法权益， 规范公司的组织和行为，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》"）、《中国共产党章程》和其他有关规定， 制定本章程。 法定代表人辞任的，公司将在法定代表人辞任之日起三十日内确定新的法定代表人。 第九条 法定代表人以公司名义从事的民事活动，其法律后果由公司承受。 本章程或者股东会对法定代表人职权的限制，不得对抗善意相对人。 法定代表人因为执 ...