北京市君致律师事务所 关于中钢天源股份有限公司 2025 年第三次临时股东会 法 律 意 见 书 北京市东城区北三环东路 36 号环球贸易中心 B 座 11 层 邮编(100013) Add:11/F,TowerB,GlobalTradeCenter,No.36NorthThirdRingRoadEast,DongchengDistrict,Beijing,100013,PRC 电话（Tel）：010-52213236/7 （总机） 北京市君致律师事务所 法律意见书 北京市君致律师事务所 关于中钢天源股份有限公司 1 北京市君致律师事务所 法律意见书 2025 年第三次临时股东会 法律意见书 君致法字 2025318 号 致：中钢天源股份有限公司 北京市君致律师事务所（以下简称"本所"）接受中钢天源股份有限公司（以 下简称"公司"）的委托，指派本所柴佳欣律师、赵伟熹律师（以下简称"本所 律师"）出席并见证公司于 2025 年 11 月 11 日召开的 2025 年第三次临时股东会 （以下简称"本次股东会"）。 公司承诺，向本所提交的出具本法律意见书所必需的文件材料或口头证言， 是真实、准确、完整的。 本所律师 ...

Core Insights - The stock price of Zhonggang Tianyuan increased by 2.04% on November 11, reaching 11.02 CNY per share, with a trading volume of 1.31 billion CNY and a market capitalization of 8.308 billion CNY [1] - The company has seen a year-to-date stock price increase of 55.30%, with a 6.06% rise over the last five trading days, a 2.56% decline over the last 20 days, and a 9.33% increase over the last 60 days [1] - For the first nine months of 2025, Zhonggang Tianyuan reported a revenue of 2.32 billion CNY, representing an 18.43% year-on-year growth, and a net profit attributable to shareholders of 222 million CNY, up 41.02% year-on-year [2] Financial Performance - The company has distributed a total of 766 million CNY in dividends since its A-share listing, with 452 million CNY distributed over the last three years [3] - As of September 30, 2025, the number of shareholders increased by 24.07% to 56,600, while the average circulating shares per person decreased by 19.40% to 13,305 shares [2] Shareholder Structure - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which holds 7.4942 million shares, a decrease of 1.2976 million shares from the previous period, and the newly entered shareholder, Harvest CSI Rare Earth Industry ETF, holding 5.7049 million shares [3]

Core Viewpoint - The company is actively engaged in national-level key technology projects, focusing on the development of specialty graphite materials applicable in various fields, including semiconductors [1] Company Summary - The specialty graphite materials produced by the company are primarily used in semiconductor applications and are not utilized in the nuclear industry [1] - The company continues to operate its related business from the former Shanghai New Materials [1]

（文章来源：每日经济新闻） 中钢天源（002057.SZ）11月5日在投资者互动平台表示，目前未应用于固态电池材料。 每经AI快讯，有投资者在投资者互动平台提问：中钢天源和全资子公司中钢集团南京新材料公司共同 申请的一项专利，一种镍锰酸锂正极材料的固相制备方法，以后能适用于固态电池的正极材料吗？ ...

Core Insights - The professional services sector experienced a decline of 0.91% on November 4, with Zhongfangbiao leading the drop [1] - The Shanghai Composite Index closed at 3960.19, down 0.41%, while the Shenzhen Component Index closed at 13175.22, down 1.71% [1] Sector Performance - Key stocks in the professional services sector showed mixed performance, with notable gainers including: - Kaipu Testing (Code: 003008) up 1.72% at 23.03 [1] - Lansheng Co. (Code: 600826) up 1.52% at 66.11 [1] - Weirong Testing (Code: 301289) up 1.11% at 63.60 [1] - Conversely, Zhongfangbiao (Code: 920122) led the decline, down 3.85% at 39.71 [2] - Other significant decliners included: - Guangdian Jizhong (Code: 002967) down 3.48% at 20.51 [2] - Fengshang Culture (Code: 300860) down 3.12% at 27.94 [2] Capital Flow - The professional services sector saw a net outflow of 91.21 million yuan from institutional investors, while retail investors contributed a net inflow of 9.71 million yuan [2] - Notable capital movements included: - Xince Standard (Code: 300938) with a net inflow of 62.56 million yuan from institutional investors [3] - Ancha Testing (Code: 300572) with a net inflow of 22.83 million yuan from institutional investors [3] - Retail investors showed a net outflow in several stocks, including: - Ancha Testing with a net outflow of 28.78 million yuan [3] - Guojian Group (Code: 603060) with a net outflow of 54.95 thousand yuan [3]

Core Insights - The 2025 Sichuan Top 100 Enterprises list highlights significant trends and changes in the province's corporate landscape, with a focus on the emergence of new leaders and the performance of established companies [1][3]. Group 1: Top Enterprises - The number of billion-dollar enterprises in Sichuan has increased from 4 in 2021 to 8 in 2025, indicating robust growth among leading companies [1][3]. - The top five companies by revenue are: 1. Tongwei Group Co., Ltd. - 24,137,998 million CNY 2. Sichuan Yibin Wuliangye Group Co., Ltd. - 19,529,677 million CNY 3. Sichuan Changhong Electric Holding Group Co., Ltd. - 15,267,474 million CNY 4. Sichuan Energy Development Group Co., Ltd. - 11,745,767.72 million CNY 5. Qiya Group Co., Ltd. - 11,035,872.53 million CNY [4][5]. - Qiya Group made its debut in the top rankings, showcasing rapid growth and a diverse industrial portfolio [3][5]. Group 2: Industry Trends - In 2025, billion-dollar enterprises accounted for 32.63% of total revenue, serving as a stabilizing force in the complex economic environment [3]. - New entrants in the hundred-million revenue category reflect a shift towards emerging industries such as renewable energy, smart manufacturing, and finance [11][13]. - The list features over ten new hundred-million revenue companies, indicating a dynamic shift in industry focus and growth potential [11][13]. Group 3: Regional Distribution - Chengdu remains the dominant city, with 64 enterprises listed in 2025, although there is a notable increase in companies from Mianyang and Luzhou [22][26]. - The concentration of top enterprises in Chengdu highlights regional economic disparities, prompting calls for differentiated development strategies across cities [26][28]. Group 4: Ownership Structure - State-owned enterprises dominate the list, comprising over 70% of the top companies, while private enterprises, though fewer, show strong market vitality with revenues exceeding 10 billion CNY [28]. - The shift towards high-quality development in the private sector emphasizes the need for efficiency and innovation [28].

Market Overview - The professional services sector declined by 0.5% on the previous trading day, with Zhonggang Tianyuan leading the decline [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Stock Performance - Key gainers in the professional services sector included: - Kexi International (300662) with a closing price of 28.95, up 6.04% [1] - Xince Standard (300938) with a closing price of 27.24, up 2.60% [1] - Guoji Testing (301289) with a closing price of 67.13, up 1.59% [1] - Notable decliners included: - Zhonggang Tianyuan (002057) with a closing price of 10.87, down 3.38% [2] - Lihua Kechuang (002243) with a closing price of 67.6, down 3.06% [2] - Steel Research Nake (300797) with a closing price of 17.90, down 2.51% [2] Trading Volume and Capital Flow - The total trading volume for the professional services sector showed a net outflow of 151 million yuan from institutional investors, while retail investors saw a net inflow of 72.07 million yuan [2][3] - The top stocks by net inflow from institutional investors included: - Kexi International with a net inflow of 41.92 million yuan [3] - Lihua Kechuang with a net inflow of 27.02 million yuan [3] - Guoji Testing with a net inflow of 20.65 million yuan [3]

Core Viewpoint - The stock of Zhonggang Tianyuan has experienced fluctuations, with a recent decline of 2.04%, while the company has shown significant growth in revenue and profit year-to-date [1][2]. Financial Performance - As of September 30, Zhonggang Tianyuan reported a revenue of 2.32 billion yuan, representing a year-on-year increase of 18.43% [2]. - The net profit attributable to shareholders for the same period was 222 million yuan, reflecting a year-on-year growth of 41.02% [2]. Stock Market Activity - The stock price of Zhonggang Tianyuan has increased by 55.30% year-to-date, with a slight decline of 0.18% over the last five trading days [1]. - The company’s market capitalization stands at 8.308 billion yuan, with a trading volume of 173 million yuan and a turnover rate of 2.07% [1]. Shareholder Information - The number of shareholders has increased to 56,600, up by 24.07% from the previous period, while the average circulating shares per person decreased by 19.40% to 13,305 shares [2]. - The company has distributed a total of 766 million yuan in dividends since its A-share listing, with 452 million yuan distributed over the last three years [3]. Ownership Structure - As of September 30, 2025, Hong Kong Central Clearing Limited is the eighth largest circulating shareholder, holding 7.4942 million shares, a decrease of 1.2976 million shares from the previous period [3]. - The Jiashi Zhongzheng Rare Earth Industry ETF is a new ninth largest circulating shareholder, holding 5.7049 million shares [3].

Market Overview - The professional services sector increased by 0.83% on the previous trading day, with Anche Detection leading the gains [1] - The Shanghai Composite Index closed at 3996.94, up by 1.18%, while the Shenzhen Component Index closed at 13489.4, up by 1.51% [1] Top Performers - Anche Detection (300572) closed at 32.72, with a rise of 7.45% and a trading volume of 181,700 shares, totaling a transaction value of 591 million yuan [1] - Shengke Nano (688757) closed at 31.05, up by 6.70%, with a trading volume of 51,100 shares and a transaction value of 158 million yuan [1] - Gangyan Nake (300797) closed at 18.36, increasing by 6.62%, with a trading volume of 209,300 shares and a transaction value of 379 million yuan [1] Underperformers - Shishi Testing (300416) closed at 16.02, down by 3.73%, with a trading volume of 330,800 shares and a transaction value of 532 million yuan [2] - Guangdong Jianke (301632) closed at 29.59, decreasing by 2.08%, with a trading volume of 75,100 shares and a transaction value of 222 million yuan [2] - Xince Standard (300938) closed at 26.55, down by 1.96%, with a trading volume of 143,300 shares and a transaction value of 389 million yuan [2] Capital Flow - The professional services sector experienced a net outflow of 202 million yuan from institutional investors, while retail investors saw a net inflow of 122 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors are actively buying [2] Individual Stock Capital Flow - Anche Detection (301289) had a net inflow of 25.6 million yuan from institutional investors, while it faced a net outflow of 21.6 million yuan from retail investors [3] - Gangyan Nake (300797) saw a net inflow of 13.6 million yuan from institutional investors and a net inflow of 15.1 million yuan from speculative investors [3] - Zhonggang Tianyuan (002057) had a net inflow of 7.4 million yuan from institutional investors, while retail investors experienced a net outflow of 11.3 million yuan [3]

Group 1 - The company held its eighth board meeting on October 24, 2025, with all nine directors present, and the meeting was conducted in accordance with relevant laws and regulations [2][4]. - The board approved the 2025 Q3 report, which will be disclosed on the company's designated information disclosure website and in major financial newspapers [3][4]. - The board also approved a financial services agreement with Baowu Group Finance Co., Ltd., allowing a maximum daily deposit balance of RMB 400 million [6][8]. Group 2 - The company conducted a risk assessment of Baowu Group Finance Co., Ltd., finding that it operates in compliance with regulations and has a sound risk management system [10][11]. - The board approved the reappointment of Zhongshun Zhonghuan Accounting Firm as the company's auditor for the year 2025, which will also be submitted for shareholder approval [14][16]. - A notice for the third extraordinary general meeting of shareholders is scheduled for November 11, 2025, to discuss the approved proposals [18][20]. Group 3 - The financial services agreement with Baowu Group Finance Co., Ltd. aims to optimize the company's financial management and reduce financing costs and risks [55][56]. - The agreement includes provisions for settlement services, deposit services, and other financial services, with a commitment to maintain confidentiality [45][53]. - The company emphasizes that the transaction is a normal business operation and will not harm the interests of the company or minority shareholders [55][56].