北京金诚同达（上海）律师事务所 关于 金沪法意[2023]第 221 号 上海市浦东新区世纪大道88号金茂大厦18层 电话：86-21-3886 2288 传真：021-3886 2288*1018 宁夏东方钽业股份有限公司 2022 年限制性股票激励计划预留授予事项的 法律意见书 北京金诚同达（上海）律师事务所 法律意见书 释 义 在本法律意见书中，除非文义另有所指，下列词语具有下述涵义： | 东方钽业、公司 | 指 | 宁夏东方钽业股份有限公司 | | --- | --- | --- | | 本激励计划、2022 | 指 | 宁夏东方钽业股份有限公司 年限制性股票激励计划 2022 | | 年激励计划 | | | | 《 激 励 计 划 （ 草 | 指 | 《宁夏东方钽业股份有限公司 2022 年限制性股票激励计划（草 | | 案）》 | | 案）》 | | 限制性股票 | 指 | 公司根据本激励计划规定的条件和价格，授予激励对象一定数量 的公司股票，该等股票设置一定期限的限售期，在达到本激励计 | | | | 划规定的解除限售条件后，方可解除限售流通 | | 激励对象 | 指 | 按照本激励计划的规定， ...

宁夏东方钽业股份有限公司 相关事项的独立意见 宁夏东方钽业股份有限公司第九届董事会第二次会议于 2023 年 8 月 25 日召开，作为公司的独立董事，我们参加了这次会议。根据 《关于上市公司建立独立董事制度的指导意见》、《上市公司治理准 则》的要求和《公司章程》的有关规定，基于独立判断的立场，就本 次会议审议的议案发表如下独立意见： 一、关于公司 2023 年半年度报告及其摘要的议案 我们认为，公司 2023 年半年度报告有关财务数据、会计政策的 运用均符合新的会计准则、公司法、公司章程及有关法律、法规的规 定，真实反映了东方钽业 2023 年半年度的财务状况、经营成果和现 金流量。 二、对公司关联方资金占用和对外担保情况的专项说明和独立意 见 根据中国证监会证监发(2003)56 号《关于规范上市公司与关联 方资金往来及上市公司对外担保若干问题的通知》的规定，三位独立 董事本着对公司、全体股东及投资者负责的态度，审查了有关资料， 并就有关情况向公司相关人员进行了询问。在保证所获得的资料真实、 准确、完整的基础上，基于独立判断，认为：宁夏东方钽业股份有限 公司认真贯彻执行中国证监会证监发(2003)56 号 ...

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证券代码：000962 证券简称：东方钽业 宁夏东方钽业股份有限公司投资者关系活动记录表 编号：2023-011 | | □特定对象调研 | □分析师会议 | | --- | --- | --- | | | □媒体采访 | □业绩说明会 | | 投资者关 系活动类 | □新闻发布会 | ☑路演活动 | | 别 | | | | | □现场参观 | | | □其他 | （请文字说明其他活动内容） | | | | 兴证全球基金管理有限公司：邓荃文 | | | | 中信证券股份有限公司：梁爽 | | | | 山东国惠：徐庆瑞 | | | | 浙江农发产投：李青彦 | | | | 长江资本：吴威 | | | | 吉林盛汇基金：徐博辉 | | | | 第一创业证券股份有限公司：林增强 | | | | 江苏瑞华：肖群 | | | 参与单位 | 湖南轻盐创业投资管理有限公司：陈泉文 | | | 名称及人 | | | | 员姓名 | 佛山金控：冯健 | | | | 鼎赣投资：陈曦 | | | | 安信证券资管：顾文博 | | | | 苏豪投资：马浩 | | | | 墨竹基金：卓炜 | | | | 华西银峰：龚进军 | | | ...

证券代码：000962 证券简称：东方钽业 公告编号：2023-072号 特此公告。 宁夏东方钽业股份有限公司董事会 2023 年 5 月 4 日 关于参加宁夏辖区上市公司投资者集体接待日暨召开 2022 年 度业绩说明会的公告 本公司及董事会全体成员保证公告内容的真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 为进一步加强与投资者互动交流，宁夏东方钽业股份有限公司 （以下简称公司）将参加由宁夏证监局、宁夏上市公司协会与深圳市 全景网络有限公司联合举办的"宁夏辖区上市公司投资者集体接待 日暨 2022 年度业绩说明会活动"，现将相关事项公告如下： 本次活动采用网络远程的方式进行，投资者可登录"全景路演" 网站(http://rs.p5w.net)，或关注微信公众号：全景财经，或下载 全景路演 APP,参与本次互动交流，活动时间:2023 年 5 月 11 日 14:00-17:00。届时，公司高管将就公司 2022 年度业绩、公司治理、 发展战略、经营情况、融资计划、股权激励和可持续发展等投资者关 心的问题，与投资者在线进行沟通和交流，欢迎广大投资者踊跃参与! 宁夏东方钽业股份有限公司 ...

证券代码：000962 证券简称：东方钽业 公告编号：2023-071号 宁夏东方钽业股份有限公司 关于参加中国有色矿业集团有限公司所属上市公司 2022 年度暨 2023 年第一季度集体业绩说明会的公告 本公司及董事会全体成员保证公告内容的真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 宁夏东方钽业股份有限公司（以下简称"公司"）于 2023 年 4 月 11 日披露了 2022 年年度报告，于 2023 年 4 月 25 日披露了 2023 年 第一季度报告，为了方便广大投资者更全面、深入的了解中国有色矿 业集团有限公司所属上市公司，并充分展示公司的经营业绩、发展前 景，进一步加强与广大投资者的沟通交流，公司计划于 5 月 10 日参 加中国有色矿业集团有限公司所属上市公司 2022 年度暨 2023 年第一 季度集体业绩说明会，现将有关事项公告如下： 一、 业绩说明会的安排 1、召开时间：2023 年 5 月 10 日（周三）下午 15:30—17:30。 2、召开方式：本次业绩说明会将采用视频和网络相结合的方式 举行。 投资者可登录"上海证券报"的"中国证券网路演中心" （https://r ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥292,021,451.57, representing a 14.94% increase compared to ¥254,054,566.75 in the same period last year[5]. - The net profit attributable to shareholders was ¥58,664,385.10, up 16.70% from ¥49,656,846.07 year-on-year[5]. - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 60.23% to ¥38,482,627.84 from ¥23,403,473.34 in the previous year[5]. - The net cash flow from operating activities surged by 467.44% to ¥45,480,822.53 compared to ¥8,015,076.51 in Q1 2022[5]. - The total operating revenue for Q1 2023 was CNY 292,021,451.57, an increase of 14.93% compared to CNY 254,054,566.75 in the same period last year[20]. - The net profit for the first quarter of 2023 was CNY 58,846,116.10, an increase from CNY 50,433,520.42 in the same period last year, representing a growth of approximately 16.5%[21]. - The operating profit for the first quarter was CNY 58,994,322.82, compared to CNY 50,576,374.87 in the previous year, indicating an increase of about 16.5%[21]. - The total comprehensive income for the first quarter was CNY 58,642,852.95, compared to CNY 50,381,474.39 in the same quarter last year, showing an increase of about 16.5%[21]. Assets and Liabilities - The total assets at the end of Q1 2023 were ¥2,023,698,456.03, a 1.22% increase from ¥1,999,217,840.55 at the end of the previous year[5]. - The total assets as of March 31, 2023, amounted to CNY 2,023,698,456.03, compared to CNY 1,999,217,840.55 at the beginning of the year, indicating a growth of 1.22%[19]. - The total liabilities decreased to CNY 455,650,534.40 from CNY 492,995,183.94, a decline of 7.56%[19]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 41,387, with the largest shareholder, China Nonferrous Metal Industry's Foreign Engineering and Construction Co., Ltd., holding 201,916,800 shares, representing 45.80% of the total[12]. - The company’s major shareholder, China Nonferrous Metal Industry's Oriental Group, pledged 20 million shares, indicating a potential liquidity strategy[14]. - The company’s major shareholder, Zheng Wenzong, holds 4.42% of the shares, indicating a diversified ownership structure[12]. - The company has not disclosed any related party transactions among the top ten shareholders, suggesting a clear governance structure[12]. Expenses and Costs - The total operating costs for Q1 2023 were CNY 276,020,748.64, up from CNY 244,805,136.15 in the previous year, reflecting a growth of 12.66%[20]. - The company reported a significant increase in sales expenses by 157.59% to ¥1,375,044.73, attributed to timing differences in expense settlements[9]. - The company incurred financial expenses of CNY 4,223,254.85, which is an increase from CNY 2,882,225.87, reflecting a rise of approximately 46.5%[21]. - Research and development expenses amounted to CNY 2,788,554.71, up from CNY 2,309,202.72, reflecting a year-over-year increase of approximately 20.8%[21]. Cash Flow and Investments - The company's cash and cash equivalents at the end of Q1 2023 were CNY 248,253,846.75, slightly down from CNY 249,160,276.48 at the beginning of the year[17]. - The cash flow from operating activities generated a net amount of CNY 45,480,822.53, significantly higher than CNY 8,015,076.51 in the previous year, marking an increase of over 466%[23]. - The company reported investment income of CNY 22,751,000.85, compared to CNY 14,157,512.44 in the previous year, indicating an increase of approximately 60.5%[21]. Strategic Initiatives - The company is included in the list of "Creating World-Class Specialized and Innovative Demonstration Enterprises" by the State-owned Assets Supervision and Administration Commission, highlighting its strategic positioning[14]. - The company’s stock issuance plan has undergone multiple board approvals, indicating ongoing efforts to raise capital through private placements[14]. - The company received approval from the State-owned Assets Supervision and Administration Commission for the implementation of a restricted stock incentive plan in March 2023[19]. - The company plans to issue A-shares to specific investors, with the approval process ongoing as of March 31, 2023[19]. Property Transactions - In Q1 2023, the company reported a net profit impact of 14.61 million RMB from the sale of four properties, positively affecting the financial performance[14]. - The company experienced a significant increase in cash payments for fixed assets, with expenditures rising to 32.02 million RMB, reflecting a 22,769.90% increase compared to the previous period[10]. Taxation - The company reported a 380.68% increase in tax payments due to increased VAT and other taxes during the reporting period[10].

Financial Performance - The company's operating revenue for 2022 was ¥986.22 million, representing a 24.09% increase compared to ¥794.73 million in 2021[25]. - The net profit attributable to shareholders for 2022 was ¥170.55 million, a significant increase of 111.05% from ¥88.32 million in the previous year[25]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥120.22 million, up 73.49% from ¥76.80 million in 2021[25]. - The net cash flow from operating activities for 2022 was ¥60.75 million, an increase of 40.63% compared to ¥43.20 million in 2021[25]. - Basic earnings per share for 2022 were ¥0.3869, reflecting a 110.96% increase from ¥0.2003 in the previous year[25]. - The company's total assets increased by 22.28% year-on-year, reaching ¥1,999,217,840.55 at the end of 2022[26]. - The net profit attributable to shareholders of the listed company for Q4 2022 was ¥36,679,855.48, with a total annual net profit of ¥170,554,646.43[31]. - The net cash flow from operating activities for Q4 2022 was -¥6,282,660.54, indicating a decline in cash generation[31]. - The company reported a significant increase in net assets attributable to shareholders, up 16.08% year-on-year, totaling ¥1,495,654,622.03[26]. - The total operating revenue for 2022 reached ¥986.22 million, representing a 24.09% increase compared to ¥794.73 million in 2021[54]. - The manufacturing sector contributed ¥970.20 million, accounting for 98.38% of total revenue, with a year-on-year growth of 23.95%[54]. - Foreign sales amounted to ¥593.80 million, making up 60.21% of total revenue, with a significant increase of 49.82% from ¥396.33 million in 2021[54]. - The company reported a total revenue of 10,676.41 million yuan, with a significant increase in sales to related parties amounting to 714.09 million yuan[176]. - The company achieved a gross profit margin of 11.97% and a net profit margin of 8.66% for the year[176]. Strategic Focus and Market Position - The company is focusing on high-tech metal materials, optimizing its industrial structure to enhance profitability and market prospects[38]. - The company aims to enhance its independent R&D capabilities, focusing on key technologies such as high-capacity tantalum powder and high-end tantalum-niobium products[39]. - The company is transitioning its strategy from pursuing scale to focusing on operational efficiency and quality improvement[38]. - The company plans to strengthen its market position by optimizing product sales structure and increasing market development efforts in high-temperature alloys, semiconductors, and medical fields[80]. - The company is focusing on key technology breakthroughs, particularly in high-value-added product development, including high-pressure tantalum powder and 3D printing spherical tantalum powder[81]. - The company is committed to improving its risk management framework to mitigate operational and environmental risks, ensuring compliance with safety and environmental regulations[83]. - The company recognizes the risk of intensified competition and demand contraction in the tantalum and niobium market, which could impact market share and profitability[84]. - The company is addressing raw material risks due to reliance on overseas imports, which are subject to price fluctuations and geopolitical uncertainties[84]. - The company aims to improve the comprehensive utilization rate of raw materials (waste) and the turnover rate of waste[85]. - The company is focused on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[176]. Research and Development - The company completed 93 national and provincial-level research projects over the past decade, winning 15 national and provincial-level science and technology awards[41]. - The company has invested significantly in R&D, completing multiple national key production technology transformation projects, including "ultra-high capacitance tantalum powder" and "tantalum wire for capacitor anodes"[41]. - The company has filed 11 patent applications and received 12 patent grants, enhancing its innovation capabilities[47]. - The company’s R&D investment amounted to 55.39 million yuan in 2022, representing 5.62% of total revenue, a slight decrease from 5.99% in 2021[63]. - The number of R&D personnel decreased by 23.27% to 300 in 2022, while the proportion of R&D personnel with a bachelor's degree increased by 4.80%[63]. Governance and Management - The company is under the control of China Nonferrous Metal Mining Group Co., Ltd.[19]. - The company has a well-structured governance system and has implemented a risk management-oriented internal control system[42]. - The company maintains an independent governance structure, ensuring that all shareholders can exercise their rights effectively[90]. - The company has a complete and independent asset, procurement, production, and sales system, with no shared assets with controlling shareholders[92]. - The company has an independent financial department and decision-making process, ensuring no interference from shareholders in financial matters[93]. - The company has a diverse board with members holding advanced degrees in fields such as materials science and business management[101][102][103]. - The company’s financial oversight is supported by experienced professionals, including independent directors with backgrounds in accounting and law[104][106]. - The company has undergone significant changes in its supervisory board, with new appointments including Feng Xiaojun as Chairman of the Supervisory Board on August 19, 2022[100]. - The company emphasizes the importance of professional qualifications among its directors and supervisors, ensuring a strong governance structure[106][108]. Environmental Responsibility - The company invested approximately 8 million yuan in environmental protection in 2022, focusing on pollution control and monitoring[155]. - The company paid an environmental protection tax of 33,700 yuan in 2022[155]. - The company achieved a total pollutant discharge of 1.714 tons for particulate matter, which is compliant with the emission standards[149]. - The company has implemented a comprehensive environmental management system, certified by ISO 14001, to enhance environmental performance[152]. - The company has established an emergency response plan for environmental incidents, which was revised and filed with the local environmental protection bureau[154]. - The company has set up pollution prevention facilities, including dust removal and wastewater treatment systems, to ensure compliance with environmental regulations[152]. - The company has developed a self-monitoring plan for environmental emissions, adhering to national standards for air and water quality[153]. - The company is committed to reducing carbon emissions through the installation of UV photolysis and activated carbon adsorption systems[156]. Employee and Remuneration Policies - The total number of employees at the end of the reporting period is 1,104, with 1,059 from the parent company and 45 from major subsidiaries[127]. - The employee composition includes 742 production personnel, 239 technical personnel, 25 sales personnel, 87 administrative personnel, and 11 financial personnel[127]. - The company conducted 51 training sessions in 2022, with over 1,600 participants and a training completion rate of 100%[130]. - The company has a comprehensive salary management system for senior management, linking compensation to performance evaluations[140]. - The performance-based salary for senior management is tied to the company's annual operational performance assessment results[140]. - The company has a structured approach to remuneration, ensuring it is reviewed and approved by the shareholders' meeting[115]. - The total pre-tax remuneration for the board of directors, supervisors, and senior management amounted to 2.3664 million yuan[117]. Future Outlook - The company's revenue target for 2023 is set at 1.05 billion CNY[79]. - Future performance guidance remains optimistic, with a focus on sustainable growth and profitability[98]. - The company plans to explore potential mergers and acquisitions to strengthen its market position[175]. - The company is committed to maintaining a robust cash flow to support ongoing operations and strategic initiatives[175].

宁夏东方钽业股份有限公司 2022 年第三季度报告 证券代码：000962 证券简称：东方钽业 公告编号：2022-044 宁夏东方钽业股份有限公司 2022 年第三季度报告 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。 重要内容提示： 1.董事会、监事会及董事、监事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记载、误导性陈述或重 大遗漏，并承担个别和连带的法律责任。 2.公司负责人、主管会计工作负责人及会计机构负责人(会计主管人员)声明：保证季度报告中财务信息的真实、准确、 完整。 3.第三季度报告是否经过审计 □是 否 1 其他符合非经常性损益定义的损益项目的具体情况： 宁夏东方钽业股份有限公司 2022 年第三季度报告 一、主要财务数据 （一） 主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 □是 否 | | 本报告期 | 本报告期比上年同期 | 年初至报告期末 | 年初至报告期末比上 | | --- | --- | --- | --- | --- | | | | 增减 | | 年同期增减 | | 营业收入（元） | 234 ...

Financial Performance - The company's operating revenue for the first half of 2022 was ¥490,341,317.34, representing a 20.74% increase compared to ¥406,114,834.02 in the same period last year[20]. - The net profit attributable to shareholders was ¥100,662,228.09, a significant increase of 53.29% from ¥65,666,542.19 in the previous year[20]. - The basic earnings per share rose to ¥0.2283, reflecting a 53.22% increase compared to ¥0.1490 in the same period last year[20]. - The company's operating revenue for the reporting period was CNY 490,341,317.34, representing a year-on-year increase of 20.74% due to enhanced market development and increased product sales[39]. - The company reported a total revenue of 4,443.45 million CNY for the first half of 2022, with a year-on-year increase of 14.04%[86]. - The net profit for the first half of 2022 reached CNY 101,245,940.17, compared to CNY 66,181,262.38 in the first half of 2021, marking an increase of about 52.9%[130]. - The total comprehensive income for the first half of 2022 was CNY 101,881,280.21, significantly higher than CNY 66,058,825.09 in the first half of 2021, representing an increase of approximately 54.3%[131]. Assets and Liabilities - The total assets at the end of the reporting period were ¥1,824,996,735.55, which is a 10.71% increase from ¥1,648,378,896.64 at the end of the previous year[20]. - The total assets of the company as of June 30, 2022, amounted to CNY 1.82 billion, compared to CNY 1.65 billion at the beginning of the year, indicating a growth of 10.6%[123]. - The company's total liabilities increased to CNY 409.89 million as of June 30, 2022, from CNY 339.15 million at the beginning of the year, representing a rise of 20.8%[123]. - The total liabilities at the end of the reporting period were CNY 1,279,529,639.40, reflecting a decrease from CNY 1,291,008,935.79 in the previous period[147]. Cash Flow - The net cash flow from operating activities decreased significantly by 88.41% to ¥8,898,295.74 from ¥76,752,596.94 in the same period last year[20]. - The cash flow from financing activities included cash received from loans amounting to ¥30,000,000.00, which was not present in the previous period[138]. - The net cash flow from investment activities was ¥41,767,220.30, a significant improvement compared to a negative cash flow of ¥723,616.67 in the previous period[136]. - The cash flow from financing activities was -¥9,219,254.73, reflecting a decrease in cash due to debt repayment of ¥125,000,000.00[138]. Market and Sales - Domestic sales accounted for 43.97% of total revenue, decreasing by 12.00%, while international sales increased by 12.00%, making up 56.03% of total revenue[41]. - The sales volume of ultra-pure tantalum powder for high-purity tantalum targets saw a significant increase, with product iterations completed for certain specifications[30]. - The company has established a strong market presence, with significant sales growth in tantalum powder and tantalum wire, earning the title of "Best Supplier" from a major international client[29]. Research and Development - Research and development expenses increased by 59.17% to CNY 21,925,353.98, reflecting the company's intensified focus on technology development[39]. - The company has organized the application of 8 provincial and ministerial-level projects in the first half of the year, including 2 national key R&D projects[30]. - The company has received four national science and technology progress awards for its research achievements in tantalum powder and wire, indicating its leadership in high-tech materials[36]. Compliance and Risk Management - The company has established a compliance management committee and implemented a compliance management plan to strengthen internal controls and risk management[32]. - The company emphasizes the uncertainty in domestic and international market conditions, advising investors to remain aware of investment risks[4]. - The company faces market risks due to intensified competition and demand contraction, which may impact market share and profitability[57]. Shareholder Information - The total number of shares outstanding is 440,832,644, with 440,831,060 shares being unrestricted[106]. - The largest shareholder, Ningxia Oriental Group, holds 45.80% of the shares, totaling 201,916,800 shares[109]. - The total number of common shareholders at the end of the reporting period is 46,535[108]. Environmental and Social Responsibility - The company invested CNY 620,000 in environmental protection compliance management in the first half of 2022[66]. - The company donated agricultural machinery worth CNY 100,000 to support rural revitalization efforts in Ningxia[72]. - The company has not experienced any administrative penalties related to environmental issues during the reporting period[70]. Legal Matters - The company reported a total litigation amount of 2,725.94 million yuan related to a dispute with Baotou Shansheng New Energy Co., Ltd., which has not formed a liability provision[80]. - The company is involved in ongoing litigation with a total amount of 284.2 million yuan, which has not significantly impacted its operational and financial status[82]. - The company has taken measures to recover outstanding payments, including pursuing legal actions against debtors[80]. Financial Management - The company has maintained a stable financial position despite ongoing litigation and disputes[82]. - The company has implemented a risk management-oriented internal control system to enhance operational efficiency and promote management innovation[36]. - The company has made progress in asset disposal, successfully disposing of 6 properties and accelerating the disposal of others[28].