湖南启元律师事务所 HUNAN QIYUAN LAW FIRM 湖南省长沙市芙蓉区建湘路 393 号 世茂环球金融中心 63 层 410007 Tel：0731 8295-3778 Fax：0731 8295-3779 http://www.qiyuan.com 湖南启元律师事务所 关于湖南华菱钢铁股份有限公司 2025 年第三次临时股东会之法律意见书 致：湖南华菱钢铁股份有限公司 湖南启元律师事务所（以下简称"本所"）受湖南华菱钢铁股份有限公司 （以下简称"公司"）委托，对公司 2025 年第三次临时股东会（以下简称 "本次股东会"）进行现场见证，并根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《上市公司股东会规则》（以下简称"《股东 会规则》"）等中国现行法律法规、规章和规范性文件以及《湖南华菱钢 铁股份有限公司章程》（以下简称"《公司章程》"）的相关规定，出具 本法律意见书。 为出具本法律意见书，本所指派本所律师列席了本次股东会，按照律师行 业公认的业务标准、道德规范和勤勉尽责精神，对本次股东会进行了现场 见证，并核查和验证了公司提供的与本次股东会有关的文件、资料和事实。 本所出具本法律意见 ...

Core Viewpoint - The steel industry is experiencing a recovery in profits due to unexpected demand from manufacturing and direct exports, alongside the implementation of "anti-involution" policies, leading to an increase in supply optimization expectations [1][2]. Group 1: Industry Performance - In Q1-Q3 2025, the SW steel index rose by 24.00%, ranking 17th among Shenwan industries, driven by improved manufacturing and export demand [1][2]. - From October 2025 to present, the SW steel index has continued to rise by 14.19%, ranking 4th among Shenwan industries [1][2]. - In Q3 2025, the profitability of the rebar sector turned positive, with a 102.59% increase in special steel profits year-on-year, while the gross profit margin rose to 7.59% and net profit margin increased to 2.19% [3]. Group 2: Policy and Structural Changes - The steel industry is focusing on differentiated production restrictions and classified management to promote high-value, low-carbon, and intelligent transformations, enhancing industry concentration and optimizing structural layout [3]. - Policies such as ultra-low emission upgrades and dual control of energy consumption are expected to drive capacity optimization and accelerate the elimination of outdated production capacity [3]. Group 3: Demand Drivers - The manufacturing sector, particularly in machine tools, excavators, and commercial vehicles, remains resilient, with direct exports showing significant year-on-year growth, supporting steel demand [3]. - The construction sector is experiencing weak new starts, but forward-looking indicators like sales and land acquisition are showing reduced declines, stabilizing demand for construction steel [3]. Group 4: Investment Recommendations - Steel capacity optimization is expected to be a key focus moving forward, with a push for differentiated management to support competitive enterprises [4]. - Attention is recommended for leading steel companies such as Hualing Steel, Baosteel, and Nanjing Steel, as well as flexible stocks like Fangda Special Steel and New Steel [4]. - The special steel sector is projected to benefit from downstream demand in automotive, nuclear power, and oil and gas extraction, with companies like Xianglou New Materials and Jiuli Special Materials highlighted for stable growth [4]. - In the raw materials sector, companies with clear non-ferrous resource increments, such as Dazhong Mining and Hebei Steel Resources, are recommended for investment [4].

Investment Rating - The report maintains a "Buy" rating for the steel industry, highlighting the potential for profit recovery and capacity optimization as key investment themes [4][5]. Core Insights - The steel sector has shown a significant recovery in profitability, with the SW Steel index rising by 24.00% in Q1-Q3 2025 and 14.19% from October 2025 to date, outperforming major indices [1][11]. - The report emphasizes the importance of differentiated production restrictions to promote industry consolidation and the transition towards high-value, low-carbon, and intelligent production methods [2][3]. - Manufacturing and direct export demand remain resilient, supporting steel consumption despite a weak construction sector [2]. Summary by Sections Steel Sector Performance - In Q1-Q3 2025, the steel sector's net profit saw a year-on-year increase of 747.63%, with a gross margin recovery to 7.59% and a net margin of 2.19% [17][21]. - The performance of the steel sector has been strong, with the SW Steel index ranking 4th among all sectors since October 2025 [1][11]. Supply-Side Policies - The introduction of differentiated production restrictions aims to eliminate inefficient capacity and enhance industry concentration [2][3]. - New policies are expected to drive the optimization of production capacity, with a focus on high-end, green, and intelligent manufacturing [3][51]. Demand-Side Dynamics - The manufacturing sector, particularly in machinery and commercial vehicles, continues to show strength, while direct exports have increased significantly, supporting steel demand [2][3]. - The construction sector remains weak, but early indicators suggest a stabilization in demand for construction steel [2]. Investment Recommendations - The report suggests focusing on leading steel companies that are well-positioned to benefit from policy support and capacity optimization, such as Hualing Steel, Baosteel, and Nanjing Steel [3][4]. - For special steel, companies benefiting from downstream demand in automotive and energy sectors are recommended, including Xianglou New Materials and Jiuli Special Materials [3]. - In the raw materials sector, companies with clear growth in non-ferrous resources, such as Dazhong Mining and Hebei Steel Resources, are highlighted [3].

Group 1 - The steel industry is expected to see improved profitability due to three main factors: declining raw material prices, supply-side adjustments, and resilient demand from manufacturing [3][5][9] - The West Simandou iron ore project is set to commence production in November 2025, significantly increasing iron ore supply and contributing to a downward trend in iron ore prices [3][71] - Government policies aimed at reducing overcapacity and promoting energy efficiency are expected to accelerate the exit of outdated production capacity, leading to a more optimized supply structure in the steel industry [3][16][10] Group 2 - Demand for steel is projected to stabilize in the construction sector, while manufacturing demand remains resilient, particularly for flat steel and special steel products [3][19][25] - The overall steel demand in China is forecasted to decline slightly, with total demand expected to be 9.05 billion tons in 2025, a decrease of 0.11% from 2024 [19][20] - The construction sector's share of steel demand is decreasing, while the manufacturing sector's share is increasing, indicating a shift in consumption patterns [3][19] Group 3 - The report highlights that the profitability of steel companies is recovering, with a stronger performance expected in flat steel compared to long steel products [3][85][82] - The average profit margin for steel companies is projected to improve as cost pressures ease, with a focus on companies with stable demand and low valuations [3][87][90] - Investment recommendations include focusing on companies like Baosteel, Nanjing Steel, and Hualing Steel, which are expected to benefit from the shift towards manufacturing [3][95][94]

Group 1 - Insurance capital has significantly increased its holdings in the stock market, with a total of 732 listed companies held, amounting to approximately 1,011.3 million shares, an increase of 120.25 million shares from the previous quarter [1] - The preference for high dividend and low valuation stocks is particularly notable, with significant increases in holdings for companies like Agricultural Bank of China, Postal Savings Bank, Industrial and Commercial Bank of China, and Hualing Steel [1] - Insurance capital has expanded its investments in sectors such as banking, steel, real estate, media, and automotive, showing a sustained interest in dividend-paying assets [1] Group 2 - The "slow bull" market in A-shares is positively influencing the investment ecosystem of insurance capital, with a focus on high dividend assets reflecting a pursuit of stable returns and long-term investment value recognition [2] - The S&P China A-Share Dividend Opportunities Index, which tracks 100 high dividend companies, has a current dividend yield of 5.18%, with a yield spread of 3.37 percentage points over the latest 10-year government bond yield [2] - The S&P A-Share Dividend Index has outperformed similar dividend indices this year, with a return of nearly 15% and an annualized Sharpe ratio of 1.91, indicating significant advantages [2][3] Group 3 - The S&P Dividend ETF (562060) has been included as a financing and securities lending target, enhancing trading strategies and liquidity, with an average trading volume of 49.38 million yuan over the last three trading days [4] - Recent market volatility has led to increased capital inflow into the S&P Dividend ETF, with a net inflow of 7.565 million yuan over five days and a total of over 120 million yuan in the last ten days [4] Group 4 - In the context of increasing macroeconomic uncertainty and pressure on fixed-income asset yields, dividend assets are becoming a crucial "defensive shield" and a "ballast" for returns [5] - As the domestic economy transitions to a high-quality development phase, the market's pricing focus is shifting from growth expectations to dividend returns, aligning with trends in mature markets [5] - The long-term allocation of capital and policy support for dividends are establishing a solid foundation for the sustainability of dividend strategies [5] Group 5 - The S&P A-Share Dividend Total Return Index has achieved a cumulative return of 2,596.59% from 2005 to September 2025, with an annualized return of 17.64% [7] - The market may be entering a consolidation phase after the overheated trading in the computing power sector, making the S&P Dividend ETF a valuable asset for a balanced investment strategy [7]

Core Viewpoint - Hualing Steel experienced a decline in stock price by 2.14% on November 18, with a current price of 5.95 CNY per share, despite a year-to-date increase of 45.80% [1] Group 1: Stock Performance - As of November 18, Hualing Steel's stock price is 5.95 CNY, with a market capitalization of 41.106 billion CNY [1] - The stock has seen a net outflow of 31.9889 million CNY in principal funds, with significant selling pressure [1] - Over the past five trading days, the stock has decreased by 1.82%, while it has increased by 8.58% over the past 60 days [1] Group 2: Financial Performance - For the period from January to September 2025, Hualing Steel reported operating revenue of 95.048 billion CNY, a year-on-year decrease of 14.88% [2] - The company achieved a net profit attributable to shareholders of 2.510 billion CNY, reflecting a year-on-year growth of 41.72% [2] Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders for Hualing Steel is 84,200, a decrease of 6.78% from the previous period [2] - The average number of circulating shares per shareholder increased by 7.27% to 82,063 shares [2] - Cumulatively, Hualing Steel has distributed 10.436 billion CNY in dividends since its A-share listing, with 3.934 billion CNY distributed in the last three years [3]

Group 1 - The core focus of the article is on the development of a modern industrial system in China during the "14th Five-Year Plan" period, emphasizing the integration of technological and industrial innovation to strengthen the real economy [9][10][12] - The article highlights the importance of traditional industries, such as steel and pharmaceuticals, in driving economic growth and their ongoing transformation through digitalization and automation [12][13][14] - The article mentions that since 2016, companies like Hunan Huazhong Steel have been implementing smart manufacturing solutions, resulting in significant efficiency improvements, such as reducing the steel slab rotation time from 6.7 seconds to 3.93 seconds [12][13] Group 2 - The article discusses the emergence of new and future industries, particularly in sectors like renewable energy, aerospace, and low-altitude economy, as part of the strategic focus for the "14th Five-Year Plan" [15][16] - Companies like Hidi Intelligent Driving Technology are capitalizing on market demands for automation in hazardous environments, such as mining, with significant policy support driving growth in this sector [16][18] - The article notes that the humanoid robot market in China is expected to reach approximately 870 billion yuan by 2030, indicating rapid growth in the robotics sector [17] Group 3 - The article emphasizes the need for collaborative innovation among government, enterprises, and research institutions to create a conducive environment for the development of a modern industrial system [19][20] - It highlights the establishment of over 230 excellent smart factories and 1,260 5G factories in China since the beginning of the "14th Five-Year Plan," showcasing the country's commitment to advancing its manufacturing capabilities [13][19] - The article points out that the value added by the "new economy" is projected to exceed 18% of GDP by 2024, indicating a significant shift towards new industries and business models [18][22]

Investment Rating - The industry investment rating is Neutral, maintained [10] Core Views - The successful commissioning of the Simandou project and the gradual emergence of a relaxed iron ore trend are significant developments. Despite limited actual supply-demand impact on iron ore by 2025, the project's capacity of 120 million tons and the push for "anti-involution" suggest that global iron ore demand may not see significant growth. The trend towards relaxation in iron ore supply is becoming clearer [2][6] - Current global iron ore cash costs are around $90 per ton, and as the surplus increases, iron ore prices may gradually return to cost support levels. In the short term, high iron output and strong macroeconomic growth expectations at year-end support iron ore prices. However, as Simandou's capacity ramps up next year, prices may begin a smoother downward trend after the seasonal peak in April [2][6] Summary by Sections Section 1: Market Performance - The seasonal effect has deepened, with apparent steel demand continuing to weaken. The apparent consumption of the five major steel products decreased by 3.13% year-on-year and 0.82% month-on-month. The average daily pig iron output increased to 2.3688 million tons, up by 2.66 thousand tons per day [4] - Steel inventory continues to decrease, maintaining a median level. Total steel inventory decreased by 1.88% week-on-week and increased by 20.48% year-on-year. Prices for rebar and hot-rolled steel have also seen slight declines [4] Section 2: Simandou Project - The Simandou iron ore project in Guinea officially commenced operations on November 11, with a total investment exceeding $20 billion. The project includes over 600 kilometers of newly built multi-purpose railway and supporting port facilities, with an annual export capacity of up to 120 million tons [5][6] Section 3: Future Outlook - Looking ahead to 2026, the main trading theme in the steel sector may be "iron ore concessions + the realization of steel production cuts under anti-involution." The profit distribution in the black industry chain shows that iron ore occupies a significant share, indicating ample room for concessions. Major steel companies like Nanjing Steel, Hualing Steel, and Baosteel may see further performance elasticity due to cost relaxation and resilient steel sales prices [7][27]

Market Overview - On November 17, the general steel sector rose by 0.01% compared to the previous trading day, with Hangzhou Iron & Steel leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Individual Stock Performance - Hangzhou Iron & Steel (600126) closed at 9.25, up 2.21% with a trading volume of 1,096,300 shares and a transaction value of 1.013 billion [1] - Shougang Group (000959) closed at 4.63, up 1.76% with a trading volume of 516,500 shares [1] - Other notable performers include Nanjing Steel (600282) up 1.25%, Linggang Steel (600231) up 0.78%, and Baosteel (600581) up 0.77% [1] Fund Flow Analysis - The general steel sector experienced a net outflow of 44.86 million from institutional funds and 90.84 million from speculative funds, while retail investors saw a net inflow of 136 million [2] - Hangzhou Iron & Steel had a net inflow of 15 million from institutional funds, but a net outflow of 69.36 million from speculative funds [3] - Other companies like Hualing Steel (000932) and Shandong Steel (600022) also showed mixed fund flows, with Hualing Steel experiencing a net inflow of 30.44 million from institutional funds [3]

Investment Rating - The report suggests a positive outlook for the steel industry, indicating a recovery in profitability and a focus on supply-side reforms [4][29]. Core Insights - The steel industry has shown significant improvement in profitability during the first three quarters of 2025, with total profits reaching 96 billion yuan, a year-on-year increase of 190% [4][6]. - The report highlights the implementation of supply-side reforms aimed at optimizing the structure of steel products and controlling production capacity [4][13]. - The demand for steel is expected to benefit from manufacturing upgrades and AI transformation, with a focus on high-end product development [4][29]. Summary by Sections 1. Industry Profit Recovery and Supply-Side Policies - In the first three quarters of 2025, the cumulative operating revenue of key steel enterprises was 4.56 trillion yuan, a year-on-year decrease of 2.36%, while total profits reached 96 billion yuan, marking a significant recovery [4][6]. - The production of crude steel was 746 million tons, down 2.9% year-on-year, while steel consumption fell by 5.7% [4][6]. - The report notes that the sales profit margin increased to 2.1%, up 1.39 percentage points year-on-year [4][6]. 2. Fund Holdings in the Steel Sector - As of September 30, 2025, the number of fund holdings in the steel sector increased to 41, with a total holding value of 21.99 billion yuan, up 22.44% year-on-year [4][17]. - The report indicates that the steel sector's holdings accounted for 0.50% of total fund holdings, with a notable increase in the number of holdings during the first and third quarters [4][17]. 3. Investment Recommendations - The report recommends focusing on leading companies in the ordinary steel sector that are expected to benefit from improved supply-demand dynamics, as well as companies in the special steel sector with strong fundamentals [4][29].