Core Viewpoint - Dongfang Tantalum Industry (000962.SZ) has announced a significant financing plan, aiming to raise up to 1.2 billion yuan through a private placement to enhance its production capabilities and competitiveness [2][3]. Financing Plan - The company plans to issue no more than 151 million shares to a maximum of 35 specific investors, including its actual controller, China Nonferrous Metal Group, and its controlling shareholder, China Nonferrous East Group, with a total fundraising target of up to 1.2 billion yuan [3]. - This financing plan is the largest since the company went public in 2000, with the previous fundraising in 2023 amounting to 675 million yuan [3]. - The funds raised will be allocated to three construction projects and to supplement working capital, specifically for the construction of a digital factory for tantalum and niobium hydrometallurgy, the renovation of a smelting production line, and the establishment of a high-end product production line [3][4]. Project Investments - The total investment for the digital factory project is 679 million yuan, for the smelting production line renovation is 288 million yuan, and for the high-end product production line is 281 million yuan, with the respective amounts to be funded from the raised capital being 566 million yuan, 253 million yuan, and 255 million yuan [4]. Business Strategy and Market Position - Dongfang Tantalum Industry focuses on the tantalum and niobium sector, optimizing its industrial layout and driving growth through market expansion and technological innovation [2][6]. - The company has established strong partnerships with major international manufacturers in the tantalum and niobium capacitor market, maintaining a stable industry position and competitive advantage [6]. - In 2024, the company achieved a revenue of 1.281 billion yuan, a year-on-year increase of 15.57%, and a net profit of 213 million yuan, up 13.94% [6]. Financial Performance - As of March 31, 2025, the company's total assets reached 3.213 billion yuan, with total liabilities of 547 million yuan, resulting in a low debt-to-asset ratio of 17.03% [7]. - The company has consistently invested in research and development, with a 19.03% increase in R&D personnel in 2024, totaling 294 employees, and R&D expenditure of 56.88 million yuan, accounting for 4.44% of revenue [7][8]. Future Goals - For 2025, the company aims to achieve a revenue target of 1.5 billion yuan, focusing on market expansion and technological innovation, particularly in high-value products like tantalum powder and wire [9]. - The company plans to enhance its market presence both domestically and internationally, while also increasing R&D investments to improve product competitiveness [9].

Core Viewpoint - Dongfang Tantalum Industry plans to raise no more than 1.2 billion yuan through a private placement to fund various projects, including the construction of a digital factory for tantalum and niobium wet metallurgy, renovation of the tantalum and niobium pyrometallurgy smelting production line, and the establishment of a high-end product production line, as well as to supplement working capital [1][2] Group 1: Company Initiatives - The company aims to address equipment aging and capacity shortages through the fundraising projects, which will also enable self-sufficiency in raw materials like potassium fluotantalate and niobium oxide, thereby reducing costs and ensuring supply chain security [3] - The projects will enhance the company's production capabilities in wet metallurgy, pyrometallurgy, and products, aligning with the national strategy and supporting the dual circulation of domestic and international markets [2][3] Group 2: Industry Context - Tantalum and niobium products are critical in national strategic sectors, with applications in semiconductor chips, high-temperature alloys, and defense industries, making them essential for technological advancement and national security [2] - The industry is supported by national policies aimed at promoting the development of tantalum and niobium, creating a favorable external environment for rapid industry growth [2]

Core Viewpoint - The company has established a value management system aimed at enhancing its investment value and shareholder returns through strategic management practices and compliance with relevant laws and regulations [1][2]. Group 1: General Principles of Value Management - Value management is defined as strategic management actions taken by the company to enhance investment value and shareholder returns based on improving company quality [1]. - The main objectives of value management include formulating correct development strategies, improving corporate governance, enhancing operational management, and cultivating core competitiveness to create company value [1]. - The company must adhere to principles such as systematic thinking, compliance with laws, long-term value creation, transparent information disclosure, market orientation, and continuous management [2]. Group 2: Organizational Structure and Responsibilities - The company has established a value management system led by the board of directors, with senior management participating and the board secretary responsible for specific tasks [2][3]. - The board of directors is the highest authority for value management, responsible for approving strategic plans, organizational structures, and monitoring execution [3][4]. - The board secretary plays a crucial role in investor relations management, ensuring transparent communication and monitoring public sentiment regarding the company's value [4][5]. Group 3: Methods and Plans for Value Management - The company aims to enhance its value management capabilities by establishing governance systems and performance evaluation frameworks [5][6]. - It will actively assess its equity structure and governance status, monitor industry cycles, and implement strategies to enhance core competitiveness [6][7]. - The company plans to explore equity incentives, employee stock ownership plans, and share repurchase strategies to stabilize and enhance market confidence [6][7]. Group 4: Monitoring and Compliance - The value management team will regularly monitor key indicators such as market capitalization and price-to-earnings ratios to preemptively address potential issues [7][8]. - In the event of significant stock price declines, the company will analyze causes, enhance communication with investors, and consider share repurchase plans to stabilize prices [8]. - Compliance with laws and regulations is emphasized, prohibiting actions such as insider trading and misleading information disclosure [8][9].

因此，我们一致同意本议案，并同意将本议案提交公司董事会审 议，关联董事需回避表决。 对象发行股票方案的议案》 公司对本次向特定对象发行股票之发行方案符合《公司法》《证券 法》以及《发行注册管理办法》等相关法律、法规和规范性文件的规 定，合理、切实可行，符合公司的实际情况，符合公司长远发展规划 和全体股东利益，不存在损害公司及其股东特别是中小股东利益的情 形。 宁夏东方钽业股份有限公司第九届董事会 独立董事专门会议 2025 年第五次会议决议 宁夏东方钽业股份有限公司第九届董事会独立董事专门会议2025 年第五次会议于2025年6月22日以现场表决方式召开，应出席独立董 事3人，实际出席独立董事3人，经独立董事推举，本次会议由吴春芳 女士召集并主持。本次会议的召开符合法律、法规、规章及《公司章 程》的规定。与会独立董事审议了如下议案： 合向特定对象发行 A 股股票条件的议案》 根据《公司法》《证券法》以及《发行注册管理办法》等相关法律、 法规和规范性文件规定，我们对公司实际情况进行了逐项自查，认为 公司符合向特定对象发行股票的各项规定，具备向特定对象发行 A 股 股票的资格和条件。 因此，我们一致同意向特定对象 ...

Group 1 - The company held its 22nd meeting of the 9th Board of Directors on June 16, 2025, with all members ensuring the accuracy and completeness of the disclosed information [1] - The Board approved the issuance of A-shares to specific investors, confirming compliance with relevant laws and regulations [1][2] - The issuance will involve no more than 35 specific investors, including China Nonferrous Metal Mining Group Co., Ltd. and China Nonferrous Metal (Ningxia) Oriental Group Co., Ltd. [2][3] Group 2 - The shares will be issued at a price not lower than 80% of the average trading price over the previous 20 trading days [3][4] - The total amount raised from this issuance will not exceed RMB 1.2 billion, with funds allocated to three projects and working capital [5] - The maximum number of shares to be issued is capped at 151,490,478 shares [5] Group 3 - The company plans to use the raised funds for the construction of a digital hydrometallurgy factory, the renovation of a smelting production line, and the establishment of a high-end product production line [5] - The company will utilize self-raised funds for initial investments in these projects before the raised funds are available [5] Group 4 - After the issuance, if the shareholding of China Nonferrous Group and China Nonferrous Oriental Group increases by no more than 2%, the shares will be locked for 18 months; if the increase exceeds 2%, the lock-up period extends to 36 months [7][11][12] - The shares will be listed on the Shenzhen Stock Exchange [8] Group 5 - The Board authorized the management to handle all matters related to the issuance, including the establishment of a special account for the raised funds [14][15] - The company will hold a shareholders' meeting to discuss and vote on the issuance plan [16]

Core Viewpoint - The company, Ningxia Dongfang Tantalum Industry Co., Ltd., is set to issue A-shares to specific targets in 2025, with the supervisory board confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Compliance and Strategic Alignment - The company's plan for the 2025 A-share issuance aligns with the Company Law, Securities Law, and relevant regulations, ensuring no harm to the interests of shareholders, especially minority shareholders [2][4]. - The proposal considers industry development trends and the company's actual situation, supporting the interests of all shareholders [2][3]. Group 2: Feasibility and Necessity - A feasibility analysis report has been prepared, demonstrating the necessity and feasibility of the A-share issuance based on the company's financial status and funding needs [3][4]. - The planned use of raised funds complies with national policies and the company's strategic planning, ensuring alignment with legal requirements [3][4]. Group 3: Shareholder Returns and Governance - The company has developed a three-year shareholder return plan (2025-2027) that balances sustainable development with reasonable returns for investors, particularly minority shareholders [4]. - The proposal for the issuance requires approval from the shareholders' meeting and regulatory bodies, ensuring adherence to governance protocols [4].

Group 1 - The company, Ningxia Dongfang Tantalum Industry Co., Ltd., plans to sign a construction contract with China Fifteenth Metallurgical Construction Group Co., Ltd. for the construction of a tantalum-niobium hydrometallurgy digital factory and the renovation of a tantalum-niobium pyrometallurgy smelting production line, with a total estimated price not exceeding 282 million RMB, including VAT [1][2][4] - The service period for the construction project is expected to be no more than 15 months, and the final contract price will be determined based on construction costs and bidding discounts [1][2] - The transaction is classified as a related party transaction due to both companies being under the same ultimate controlling entity, China Nonferrous Mining Group Co., Ltd. [1][2] Group 2 - The independent directors of the company have unanimously agreed to the related party transaction, which will be submitted for approval at the shareholders' meeting, with related parties abstaining from voting [2][6] - The construction services will be provided at specific locations in Ningxia, including the Dabaokou Industrial Park and the Shizuishan Economic and Technological Development Zone [4] - The payment for the services will be made monthly, with 90% of the payment based on the progress report, and the remaining 3% retained as a quality guarantee [5] Group 3 - The transaction is considered a normal business activity that aligns with the company's operational needs and follows principles of openness, fairness, and justice [4][6] - The company and China Fifteenth Metallurgical are independent legal entities, and this transaction will not adversely affect the company's independence [4][6] - The independent directors have confirmed that the transaction is fair and reasonable, with no harm to the interests of the company or its minority shareholders [6]

Core Viewpoint - The report details the fundraising activities and the utilization of proceeds by Ningxia Dongfang Tantalum Industry Co., Ltd, highlighting the total amount raised, the status of funds, and the actual investment projects undertaken with the raised capital [1][2]. Fundraising Details - The company raised a total of RMB 670,204,385.22 through the issuance of 59,281,818 shares at a price of RMB 11.38 per share, with the funds received on September 27, 2023 [1]. - As of March 31, 2025, the company had a remaining balance of RMB 149,907,012.98 from the raised funds, which constitutes 22.37% of the net amount raised [1][2]. Fund Utilization - The actual investment amount from the raised funds was RMB 521,263,566.21, resulting in a difference of RMB 14,894,080.00 compared to the committed investment amount of RMB 67,020,440.00 [1][2]. - The discrepancies in investment amounts are attributed to ongoing construction phases and cost optimization strategies [1][2]. Project Performance - The annual production line for 100 niobium superconducting cavities reached its intended operational status by December 2024, but as of March 31, 2025, it generated a cumulative benefit of RMB 707,300, which is below the promised benefit of RMB 1,381,800 by over 20% [2][3]. - The company has not experienced any changes in the investment projects funded by the previous fundraising efforts [1][2]. Comparison with Annual Reports - The actual use of funds aligns with the disclosures made in the company's periodic reports since 2023, confirming consistency in reporting [2].

Group 1 - The company plans to issue shares to specific investors, raising a total of no more than 1.2 billion yuan, with the actual number of shares to be determined after approval from the China Securities Regulatory Commission [1][2][3] - The controlling shareholder, China Nonferrous Mining Group Co., Ltd., intends to subscribe for 480 million yuan of the shares, fully in cash [1][2] - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [6][7] Group 2 - The issuance constitutes a related party transaction as both the controlling shareholder and the company have a direct relationship [3][4] - The financial data of China Nonferrous Mining Group as of December 31, 2024, shows total assets of approximately 12.55 billion yuan and net profit of approximately 575.78 million yuan [3] - The financial data of the controlling shareholder, China Nonferrous (Ningxia) Oriental Group Co., Ltd., indicates total assets of approximately 504.70 million yuan and net profit of approximately 25.72 million yuan as of December 31, 2024 [4] Group 3 - The purpose of the fundraising is to enhance the company's market position in the tantalum and niobium application field, increase market share, and improve competitiveness [6][7] - The transaction will not change the company's control and will not adversely affect the company or minority shareholders [7][8] - The final issuance price will be determined based on the subscription results and will adhere to the relevant regulations set by the China Securities Regulatory Commission [5][6]

Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027 to enhance its dividend decision-making and regulatory mechanisms, ensuring a stable and transparent return to shareholders [1] Group 1: Factors Considered in the Shareholder Return Plan - The plan considers long-term sustainable development, analyzing operational performance, shareholder expectations, social capital costs, and external financing environments [1] - The company aims to create a systematic arrangement for profit distribution to maintain continuity and stability in its profit distribution policy [1] Group 2: Principles for Formulating the Shareholder Return Plan - The formulation of the plan adheres to relevant laws and regulations, balancing shareholder returns with the company's long-term development [2] - The profit distribution policy emphasizes reasonable returns to investors, ensuring continuity and stability [2] Group 3: Profit Distribution Policy - The company will distribute profits through cash, stock, or a combination of both, prioritizing cash dividends when operational and financial conditions allow [2] - Cash dividends will only be implemented if the company is profitable, has positive retained earnings, and meets specific financial conditions [2][3] Group 4: Conditions for Cash Dividends - Cash dividends are contingent upon the company achieving profitability, having sufficient retained earnings, and not having significant investment plans or cash expenditures exceeding 30% of the latest audited net assets [3] - The company plans to distribute cash dividends at least once a year, with a minimum of 10% of the current year's distributable profits or 30% of the average annual distributable profits over the last three years [3] Group 5: Differentiated Cash Dividend Policy - The board will consider industry characteristics, development stages, and significant capital expenditures to propose a differentiated cash dividend policy [3][4] - The minimum cash dividend proportions are set at 80%, 40%, and 20% for different scenarios [4] Group 6: Conditions for Stock Dividends - Stock dividends may be issued when revenue grows rapidly, and the board believes the stock price does not align with the capital structure, provided cash dividends are also distributed [4] Group 7: Protection of Public Investors - The company will deduct cash dividends from shareholders who have misappropriated company funds to repay the occupied amounts [4] Group 8: Profit Distribution Decision Mechanism - The board must discuss profit distribution plans with independent directors and obtain a two-thirds majority approval from the board and independent directors before presenting to the shareholders' meeting [4][5] Group 9: Communication with Shareholders - The company will actively communicate with shareholders, especially minority shareholders, to gather feedback on cash dividend proposals [5] Group 10: Adjustments to Profit Distribution Policy - Any modifications to the profit distribution policy must comply with laws and regulations and require approval from the shareholders' meeting [5] Group 11: Other Matters - The plan will be executed in accordance with relevant laws and regulations, with the board responsible for its interpretation [5]