北京金诚同达律师事务所 关于 北京金诚同达律师事务所 关于江苏沙钢股份有限公司 2024 年年度股东大会的 法律意见书 江苏沙钢股份有限公司 2024 年年度股东大会的 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 金证法意[2025]字 0428 第 0410 号 致：江苏沙钢股份有限公司 北京金诚同达律师事务所（以下简称"本所"）接受江苏沙钢股份有限公司 （以下简称"沙钢股份"或"公司"）的聘请，指派本所律师出席公司 2024 年 年度股东大会（以下简称"本次股东大会"）并对会议的相关事项出具法律意见 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《江苏沙钢股份有限公司 章程》（以下简称"《公司章程》"）的规定，对本次股东大会的召集、召开程 序，出席会议人员的资 ...

Group 1 - The special steel concept index rose by 0.19%, ranking 6th among concept sectors, with 19 stocks increasing in value, led by Fuhuan Co., Sansteel Minguang, and Taiyuan Iron & Steel, which rose by 4.94%, 4.20%, and 4.12% respectively [1] - The stocks with the largest declines included Yongjin Co., Shagang Co., and Shangda Co., which fell by 8.31%, 3.76%, and 2.28% respectively [1] - The special steel concept sector saw a net inflow of 235 million yuan from main funds, with 16 stocks receiving net inflows, and 6 stocks exceeding 10 million yuan in net inflow, led by Hangang Co. with a net inflow of 266 million yuan [1] Group 2 - The top stocks by net inflow ratio included Fuhuan Co., Baosteel Co., and Hangang Co., with net inflow ratios of 13.23%, 8.86%, and 8.85% respectively [2] - The trading data for the top stocks in the special steel concept showed that Hangang Co. had a trading volume of 26.64 million yuan and a turnover rate of 7.88% [2] - Other notable stocks included Beijing Lier with a net inflow of 19.60 million yuan and a turnover rate of 4.06% [2] Group 3 - The stocks with the largest declines in net inflow included Shagang Co. and Ansteel Co., with declines of 5.44 million yuan and 1.12 million yuan respectively [3] - The overall performance of the special steel sector indicates a mixed sentiment among investors, with some stocks experiencing significant inflows while others faced outflows [4] - The trading activity reflects a cautious approach from investors, as evidenced by the varying turnover rates across different stocks in the sector [4]

Market Overview - The Shanghai Composite Index fell by 0.20% on April 28, with five industries experiencing gains, led by the banking and steel sectors, which rose by 0.98% and 0.53% respectively [1] - The real estate and comprehensive sectors saw the largest declines, with drops of 3.66% and 2.52% [1] - Overall, there was a net outflow of 29.894 billion yuan in the main funds across the two markets, with only two sectors seeing net inflows: steel (200 million yuan) and oil and petrochemicals (66.933 million yuan) [1] Steel Industry Performance - The steel industry experienced a 0.53% increase, with a net inflow of 200 million yuan in main funds [2] - Out of 45 stocks in the steel sector, 25 rose while 19 fell [2] - The top three stocks with significant net inflows were Hangang Steel (266 million yuan), Baogang Steel (34.705 million yuan), and Shougang Steel (33.155 million yuan) [2] Fund Flow in Steel Sector - The steel sector had 21 stocks with net inflows, with seven stocks receiving over 10 million yuan [2] - The stocks with the largest net outflows included Shagang Steel (54.362 million yuan), Fushun Special Steel (33.734 million yuan), and Vanadium Titanium (28.413 million yuan) [2][3] - A detailed table of stock performance and fund flow was provided, highlighting the daily price changes and turnover rates for various steel companies [2][3]

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Financial Performance - The company's operating revenue for Q1 2025 was ¥3,494,913,831.55, a decrease of 7.17% compared to the same period last year[5] - Net profit attributable to shareholders was ¥68,656,797.41, representing a 37.56% increase year-on-year[5] - The total profit for the period was ¥147,103,032.05, an increase of 101.89% year-on-year, driven by lower operating costs and increased other income[10] - Net profit for the current period is ¥130,038,666.69, an increase of 125.00% compared to ¥57,648,737.18 in the previous period[20] - Earnings per share (EPS) increased to ¥0.0313 from ¥0.0228, reflecting a growth of 37.89%[20] Cash Flow and Liquidity - The net cash flow from operating activities reached ¥772,449,088.96, a significant increase of 2,490.10% compared to the previous year[5] - Cash flow from operating activities generated a net amount of ¥772,449,088.96, a significant improvement from a negative cash flow of ¥32,318,664.65 in the previous period[22] - Cash and cash equivalents at the end of the period decreased to ¥1,432,512,806.91 from ¥1,742,905,716.96, a decline of 17.77%[22] - The company's cash and cash equivalents increased to CNY 11,195,711,905.57 from CNY 8,899,423,741.12, representing a growth of approximately 25.0%[16] Assets and Liabilities - Total assets at the end of the reporting period were ¥27,431,319,013.54, reflecting a 12.62% increase from the end of the previous year[5] - The total assets of the company as of March 31, 2025, amounted to CNY 27,431,319,013.54, an increase from CNY 24,356,419,350.26 at the beginning of the period, reflecting a growth of approximately 8.5%[16] - The company's current assets reached CNY 19,484,098,737.07, up from CNY 16,025,819,676.87, indicating a growth of about 21.5%[16] - The total liabilities increased to CNY 17,377,271,155.33 from CNY 14,435,121,663.36, representing a rise of approximately 20.3%[17] - Short-term borrowings rose significantly to CNY 11,951,763,572.22 from CNY 9,589,294,107.96, marking an increase of around 24.6%[17] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 68,807[12] - The largest shareholder, Jiangsu Shagang Group Co., Ltd., held a 26.80% stake in the company[12] Expenses and Costs - Total operating costs decreased to ¥3,437,225,658.44, down 9.32% from ¥3,790,554,091.60[19] - Research and development expenses decreased to ¥99,059,907.97 from ¥127,763,359.60, a reduction of 22.56%[19] - Financial expenses decreased dramatically by 1,589.94% to -¥19,836,320.25 due to increased interest income[10] Other Financial Metrics - The basic earnings per share for the period was ¥0.0313, up 37.28% from the previous year[5] - The company reported a significant increase in investment income, totaling ¥16,916,246.12, compared to ¥49,989,169.49 in the previous period[19] - The company's inventory stood at CNY 1,970,395,184.28, slightly up from CNY 1,924,502,733.37, showing a growth of about 2.4%[16] - The accounts receivable decreased to CNY 164,062,670.49 from CNY 175,790,187.63, reflecting a decline of approximately 6.7%[16] - The company's long-term equity investments were valued at CNY 9,574,148.95, a slight increase from CNY 9,499,016.73[16] - The total non-current assets decreased to CNY 7,947,220,276.47 from CNY 8,330,599,673.39, indicating a decline of about 4.6%[17] - The total owner's equity remained stable at CNY 2,193,825,445.00, unchanged from the previous period[17] - The company’s total equity attributable to shareholders increased to ¥6,472,986,108.34 from ¥6,403,042,252.82, reflecting a growth of 1.08%[18] Reporting and Standards - The first quarter report for Jiangsu Shagang Co., Ltd. is unaudited[24] - The new accounting standards will be implemented starting from 2025[23]

Core Viewpoint - The hot-dip galvanizing industry in China has seen a steady increase in demand due to its cost-effectiveness and excellent protective properties, particularly in sectors like automotive, construction, and home appliances. Despite a recent decline in sales revenue, the industry is projected to recover slightly in 2024, supported by the manufacturing sectors of new energy vehicles and home appliances [1][11]. Industry Overview - Hot-dip galvanizing, also known as hot-dip zinc coating, involves immersing steel components in molten zinc to create a protective layer that prevents corrosion. This method is particularly effective in harsh environments [3]. - The hot-dip galvanizing industry has experienced significant growth, with sales revenue increasing from 40.948 billion yuan in 2017 to 73.569 billion yuan in 2021, followed by a decline, with a projected revenue of 68 billion yuan in 2024, reflecting a year-on-year increase of 2.56% [1][11]. Industry Chain - The upstream of the hot-dip galvanizing industry includes raw material and equipment suppliers, with steel and zinc being the primary materials. The midstream involves the galvanizing process itself, while the downstream encompasses various applications in construction, transportation, and other sectors [5]. Competitive Landscape - The hot-dip galvanizing industry features a diverse competitive landscape with both large and small enterprises. Major companies leverage scale, technology, and supply chain advantages, while smaller firms focus on flexible strategies and differentiated products [17]. Key Companies - Notable companies in the hot-dip galvanizing sector include Baosteel (宝钢股份), Zinc Industry Co. (锌业股份), and Tianjin Youfa Steel Pipe Group [1][18]. Market Trends - The demand for hot-dip galvanized products is expected to rise due to ongoing growth in construction, automotive, and home appliance sectors. The Belt and Road Initiative is anticipated to provide new opportunities for the industry, particularly in infrastructure projects [22][23]. - Technological advancements are driving improvements in hot-dip galvanizing processes, with a focus on reducing energy consumption and environmental impact. Companies are increasingly adopting automation and smart control systems to enhance production efficiency [22][23].

Export Business Performance - The company's export revenue reached 556 million CNY in 2024, representing a year-on-year growth of 90.22%, accounting for 3.86% of total revenue [2][3] - The company aims to maintain export growth by optimizing product structure and developing high-value specialty steel, while diversifying market presence beyond Southeast Asia [2][3] Industry Outlook and Demand - The steel industry is currently in a cyclical adjustment phase, with a cautiously optimistic outlook for 2025 demand driven by major projects under the "14th Five-Year Plan" and structural growth in downstream sectors like new energy and automotive [3][4] - The company plans to enhance production capacity through smart upgrades and technical innovations, focusing on high-end products to balance capacity utilization and profitability [3][4] Financial Performance - In 2024, the company reported total revenue of 14.416 billion CNY, a decrease of 7.69% year-on-year, with a net profit of 163 million CNY, down 27.75% [4][5] - The net cash flow from operating activities improved to 412 million CNY, reversing from a negative 139 million CNY in 2023 [4][5] Research and Development - The company invested 582 million CNY in R&D in 2024, which is 4.04% of total revenue, focusing on specialty steel and automotive steel [3][4] - Significant breakthroughs in core processes have led to 18 invention patents, and the company aims to continue investing in high-end steel for new energy vehicles and wind power applications [4][5] Strategic Focus - The company is prioritizing quality improvement and transformation during the steel industry's "stock optimization" phase, emphasizing equipment upgrades, green low-carbon transformation, and high-value product development [4][5] - Future growth drivers include optimizing product structure, enhancing supply chain collaboration, and advancing smart manufacturing to reduce costs and improve efficiency [5][6] Environmental Initiatives - The company has invested 3.08 billion CNY in eliminating outdated equipment and upgrading to efficient electric furnaces, achieving a 100% compliance rate for pollutant emissions [6][7] - The company is actively exploring opportunities in energy-saving technologies and has established a nearly 60MW solar project, generating approximately 52 million kWh of green electricity annually [6][7] Competitive Advantages - The company has established a unique competitive advantage in the specialty steel sector, leveraging its location in the Yangtze River Delta and advanced production capabilities to meet diverse customer needs [8][9] - The company’s export growth rate of 90% significantly outpaces the industry average of 22.7%, indicating strong international market competitiveness [8][9]

Core Insights - The article provides a comprehensive overview of the silicon steel industry chain, highlighting its upstream, midstream, and downstream components, as well as the geographical distribution of key players and the pricing structure of the industry [1][3][5]. Industry Chain Overview - Silicon steel serves as a primary raw material for various components, with a relatively simple upstream consisting of silicon iron, industrial silicon, and synthetic metals, along with production fuels [1][3]. - The midstream involves the production and processing of various types of silicon steel, with major players including Baosteel, Shougang, and Taiyuan Iron and Steel [3][4]. - The downstream applications encompass large motors, household appliances, new energy vehicles, and transformers [1][4]. Geographical Distribution - The silicon steel industry is predominantly concentrated in North China, with upstream companies located in resource-rich regions such as Inner Mongolia, Shanxi, and Hebei [5]. - The industry chain is well-developed in East China, particularly in Jiangxi, while Central China, especially Henan, has a robust industry chain as well [5]. - Key upstream players in Inner Mongolia include Junzheng Group and Ordos Metallurgy, while major midstream companies include Baotou Steel [5]. Value Chain Dynamics - The market price of the silicon steel industry is influenced by supply, manufacturing, and application sectors, with costs driven by raw materials, labor, and energy prices [7]. - The transmission of prices from the supply side to the manufacturing side creates production costs, which then affect consumer pricing based on market demand elasticity [7]. Pricing Structure Analysis - According to Mysteel data, the average cost for domestic short-process production in 2024 is projected to be 4,690 yuan per ton, with an average gross profit of 223 yuan per ton, resulting in an overall gross margin of approximately 5% [10]. - Recent trends indicate that short-process silicon steel producers are experiencing relatively low profit margins, with some firms even facing losses [10].

中证报中证网讯(王珞)近日，沙钢股份（002075）发布2024年年度报告，报告期内，公司实现营业收入 144.16亿元，净利润1.63亿元。公司拟每10股派发现金红利0.25元(含税)，2024年半年度已每10股派发现 金红利0.25元(含税)，合计2024年度每10股派发现金红利0.50元(含税)。 2024年，钢铁行业在需求疲软、成本高企等多重压力下陷入深度调整，沙钢股份作为国内优特钢与齿轮 制造领域的领军企业，交出了一份彰显韧性的答卷。公司通过现金流管理优化、研发投入加码、国际市 场突破及产品结构升级，展现出民营钢企的灵活应变能力与长期战略定力。 现金流增长：运营质量提升的"压舱石" 在行业普遍承压的背景下，沙钢股份2024年经营活动产生的现金流量净额达4.12亿元，实现了从净流出 到净流入的历史性逆转。 据悉，这一成绩的取得，源于公司精细化运营与供应链管理的双重优化。公司通过争取税费返还政策支 持，叠加优化原材料采购策略(如增加长协矿比例、降低燃料动力成本)，公司购买商品及税费支付的现 金同比减少，直接推高现金流回款效率。 此外，公司存货周转率保持在6.62次，高于行业平均水平，公司通过"以销定产" ...

| | 和 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 601228 | 广州港 | 0.1280 | 96443.07 | -10.63 | 1407293.13 | 6.66 | | 301488 | 豪恩汽 | 1.1000 | 10091.18 | -11.15 | 140893.71 | 17.25 | | | 电 | | | | | | | 001324 | 长青科 | 0.4361 | 6018.00 | -16.41 | 46042.71 | -13.16 | | | 技 | | | | | | | 002535 | 林州重 | 0.1189 | 9534.40 | -18.47 | 168353.14 | -8.38 | | | 机 | | | | | | | 002075 | 沙钢股 | 0.0700 | 16258.29 | -27.75 | 1441626.09 | -7.69 | | | 份 | | | | | | | 002860 | 星帅尔 | 0.4700 | 14369.40 | -29.03 | 207 ...