证券代码：002110 证券简称：三钢闽光 公告编号：2025-022 福建三钢闽光股份有限公司 2024年度股东大会决议公告 1.本次股东大会召开期间，没有增加、否决和变更议案。 2.本次股东大会未出现涉及变更前次股东大会决议的情形。 二、会议召开和出席情况 1.会议召集人：福建三钢闽光股份有限公司（以下简称公司） 董事会。 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、特别提示 2.会议召开时间及地点： （1）现场会议时间：2025 年 5 月 22 日下午 15 时在福建省 三明市三元区工业中路群工三路公司大数据中心六楼第六会议 室召开。 （2）网络投票时间：通过深圳证券交易所交易系统进行网 络投票的时间为 2025 年 5 月 22 日上午 9:15-9:25、9:30-11:30 和下午 13:00-15:00；通过深圳证券交易所互联网投票系统进行 网络投票的时间为 2025 年 5 月 22 日上午 9:15 至下午 15:00 的 任意时间。 3.会议主持人：因公司董事长何天仁先生另有公务无法亲自 出席会议，本次股东大会由过半数的董事共同推 ...

关于福建三钢闽光股份有限公司 2024 年度股东大会的 法 律 意 见 书 福建至理律师事务所 地址：中国福州市鼓楼区洪山园路华润万象城三期 TB#写字楼 22 层 电话：（86 591）8806 5558 网址：http://www.zenithlawyer.com 1 福建至理律师事务所 关于福建三钢闽光股份有限公司 2024 年度股东大会的法律意见书 闽理非诉字〔2025〕第 099 号 致：福建三钢闽光股份有限公司 福建至理律师事务所（以下简称本所）接受福建三钢闽光股份有限公司（以 下简称公司）之委托，指派陈禄生、陈圣浩律师（以下简称本所律师）出席公司 2024 年度股东大会（以下简称本次会议或本次股东大会），并依据《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》（以下简称《证 券法》）、《上市公司股东会规则》（中国证券监督管理委员会公告〔2025〕7 号）、 《深圳证券交易所上市公司股东会网络投票实施细则(2025 年修订)》（深证上 〔2025〕223 号，以下简称《网络投票实施细则》）等有关法律、法规、规范性 文件以及《公司章程》之规定出具法律意见。 对于本法律意见书， ...

Investment Rating - The report maintains a "Positive" investment rating for the non-ferrous and steel industry [5]. Core Viewpoints - The report emphasizes the importance of closely monitoring investment opportunities in strategic metals such as rare earths, especially following significant price increases in overseas markets due to China's export controls [8][13]. - In the steel sector, there has been a notable increase in rebar consumption and a slight rise in overall steel prices, indicating a positive trend in demand [14][38]. Summary by Sections 1. Core Viewpoints: Focus on Strategic Metals - The report highlights the strategic importance of rare earth metals, particularly in light of recent U.S.-China trade discussions that aim to reduce tariffs, which could enhance global economic recovery [8][13]. - Following China's export restrictions on heavy rare earths, overseas prices have surged, with dysprosium and terbium prices in Europe increasing nearly threefold [8][13]. 2. Steel Sector: Price Trends - Rebar consumption has risen significantly, with a reported consumption of 2.6 million tons, marking a 21.69% increase week-on-week [14][18]. - The overall steel price index has seen a slight increase of 0.92%, with hot-rolled coil prices rising to 3,320 CNY/ton, a 1.40% increase, and cold-rolled prices at 3,767 CNY/ton, a 1.31% increase [14][38]. 3. New Energy Metals: Supply and Price Declines - Lithium production in April 2025 was reported at 70,640 tons, a year-on-year increase of 40.38%, but with a slight month-on-month decline [15][42]. - Nickel production has seen a significant year-on-year decrease of 14.18%, while cobalt prices have shown a downward trend [15][44]. 4. Industrial Metals: Copper and Aluminum - Copper smelting fees have slightly increased, with the LME aluminum price settling at 2,474 USD/ton, reflecting a minor week-on-week rise of 0.20% [16]. - The production costs for electrolytic aluminum have decreased significantly, leading to increased profitability for producers [16][28]. 5. Precious Metals: Market Adjustments - Gold prices have experienced a notable decline of 3.72% week-on-week, attributed to reduced demand for safe-haven assets following positive developments in U.S.-China relations [17].

Financial Performance - The company reported a net profit attributable to shareholders of -1.277 billion CNY for 2024, a decrease of 91.21% year-on-year [4] - Total revenue for 2024 was 46.058 billion CNY, down 3.93% compared to the previous year [4] - The company produced 11.41 million tons of steel in 2024, a year-on-year increase of 1.51% [4] - The company’s total assets as of December 31, 2024, were 51.646 billion CNY, with equity attributable to the parent company at 19.165 billion CNY [4] Production Capacity and Profitability - The company’s production capacity includes approximately 6.27 million tons of crude steel from the Sanming base, with a gross profit margin of 10.02% for plate products [3] - The Quanzhou and Luoyuan bases each produced about 2.57 million tons of crude steel, primarily in construction materials [3] - The gross profit margins for various products in 2024 were: - Plate: 10.02% - Construction materials: 3.56% - Round steel: 4.27% - Finished products: 3.99% - Profile steel: 2% [3] Governance and Compliance - The company plans to abolish the supervisory board by January 1, 2026, in compliance with new regulations, and will establish an audit committee within the board [2] - The adjustments aim to enhance corporate governance and improve overall efficiency [2] Capital Expenditure and Future Outlook - The company’s capital expenditures are expected to significantly decrease after 2025, as most capacity replacement and ultra-low emission transformation projects are nearing completion [4] - The company aims to optimize its asset structure and reduce financing costs, maintaining a comprehensive funding cost below 2.56% in 2024 [4] Market Presence - The company does not export products overseas, with approximately 63% of sales occurring within Fujian province and 37% in other domestic markets [3]

Investment Rating - The report maintains a "Positive" investment rating for the non-ferrous and steel industry [5]. Core Viewpoints - Iron ore prices have shown significant loosening, prompting continued attention to investment opportunities in the steel sector. The recent financial policies, including interest rate cuts, are expected to influence market dynamics positively [8][14]. - The steel sector has experienced a three-year adjustment period, leading to a favorable cost-performance ratio at current levels. The profitability and stability of leading enterprises have significantly improved [8][14]. Summary by Sections Macro Overview - Iron ore prices are expected to decline as steel production peaks, with domestic demand pricing becoming more relevant due to high tariffs affecting external demand [8][14]. Steel Market - The consumption of rebar has decreased significantly, with a reported consumption of 2.14 million tons, a 26.67% decrease week-on-week. The average price for rebar is 3,296 CNY per ton, reflecting a slight decrease of 0.8% [15][18][37]. - The overall steel price index has seen a minor decline of 0.71%, with cold-rolled steel prices dropping by 1.33% [37]. Industrial Metals - The copper smelting fee has deepened into negative territory, with a reported fee of -43.5 USD per thousand tons, indicating a challenging environment for copper producers [17]. Precious Metals - Gold prices are expected to continue rising due to increased demand driven by tariffs and inflation expectations. The COMEX gold price reached 3,329.1 USD per ounce, a 2.52% increase week-on-week [17]. New Energy Metals - Lithium carbonate production in March 2025 reached 71,260 tons, a year-on-year increase of 66.53%. The price for battery-grade lithium carbonate is reported at 65,700 CNY per ton [16][41].

Investment Rating - The report maintains a "Positive" investment rating for the non-ferrous and steel industry [5]. Core Viewpoints - Iron ore prices have shown significant loosening, prompting continued attention to investment opportunities in the steel sector. The recent financial policies, including interest rate cuts, are expected to impact the market positively. The steel sector, having undergone three years of adjustment, now presents a favorable cost-performance ratio, with leading companies showing improved profitability and stability [8][14]. Summary by Sections Macro Overview - Iron ore prices are experiencing notable loosening, with expectations that May's iron and steel production may peak. The steel mills are likely to squeeze iron ore profits, leading to potential downward feedback on prices. The domestic demand-driven pricing in the steel sector is seen as advantageous given the high tariffs affecting external demand [8][14]. Steel Market - The consumption of rebar has decreased significantly, with a reported consumption of 2.14 million tons, a 26.67% decrease week-on-week. The overall price index for common steel has slightly declined by 0.71%, with rebar prices at 3,296 CNY/ton, down 0.8% week-on-week [15][37]. Industrial Metals - The copper smelting fees have deepened into negative territory, with the current rough smelting fee at -43.5 USD/thousand tons, a decrease of 8.21% week-on-week. The production costs for electrolytic aluminum have shown mixed trends, with costs in Xinjiang slightly increasing while those in Shandong have decreased significantly [17][29]. Precious Metals - Tariffs are expected to boost demand for safe-haven assets and inflation expectations, leading to a potential rise in gold prices. As of May 9, 2025, COMEX gold prices were reported at 3,329.1 USD/ounce, reflecting a week-on-week increase of 2.52% [17][37]. Investment Recommendations - For the steel sector, it is recommended to focus on leading companies such as Shandong Steel (600022, Buy) and Jiugang Steel (002110, Not Rated). In the non-ferrous sector, investment in Northern Rare Earth (600111, Buy) and Jinchuan Group (300748, Buy) is suggested [8][17].

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]

Financial Performance - The company reported a basic earnings per share of 0.0300 yuan for Q1 2025, a significant increase of 175% compared to a loss of 0.0400 yuan in Q1 2024 [1] - Net profit for Q1 2025 was 0.75 billion yuan, a turnaround from a loss of 1.05 billion yuan in Q1 2024, marking a 171.43% improvement [1] - Operating revenue decreased by 3.21% year-on-year to 10.842 billion yuan in Q1 2025, down from 11.202 billion yuan in Q1 2024 [1] - The return on equity (ROE) improved to 0.39% in Q1 2025 from a negative 0.52% in Q1 2024 [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 168,162.95 million shares, accounting for 69.23% of the circulating shares, with an increase of 1,168.70 million shares compared to the previous period [2] - Fujian Sansteel Group holds 136,632.84 million shares, representing 56.25% of the total share capital, with a decrease of 2,000.00 million shares [2] - Xiamen International Trade Group holds 9,701.11 million shares, maintaining a 3.99% stake without any change [2] Dividend Distribution - The company has announced that it will not distribute dividends or allocate shares this time [3]

Financial Performance - The company's revenue for Q1 2025 was ¥10,841,612,236.46, a decrease of 3.22% compared to ¥11,201,834,864.61 in the same period last year[5] - Net profit attributable to shareholders was ¥75,481,107.75, representing a significant increase of 171.64% from a loss of ¥105,354,512.42 in the previous year[5] - The net profit after deducting non-recurring gains and losses was ¥58,173,633.74, up 154.51% from a loss of ¥106,726,129.57 year-on-year[5] - Total revenue for the current period is ¥10,841,612,236.46, a decrease of 3.21% from ¥11,201,834,864.61 in the previous period[20] - Net profit for the current period is ¥77,503,631.07, compared to a net loss of ¥103,715,991.07 in the previous period[21] - The total comprehensive income for the period was CNY 81,384,611.32, a decrease of CNY 110,106,978.33 compared to the previous period[22] - Basic and diluted earnings per share were both CNY 0.03, compared to a loss of CNY 0.04 in the previous period[22] Assets and Liabilities - The company's total assets increased by 2.08% to ¥52,722,099,276.20 from ¥51,645,680,061.52 at the end of the previous year[5] - Total assets increased to ¥52,722,099,276.20 from ¥51,645,680,061.52, representing a growth of 2.08%[18] - Total liabilities rose to ¥33,269,179,707.73 from ¥32,273,315,773.88, an increase of 3.09%[18] - The company's long-term borrowings increased significantly to ¥3,881,464,462.04 from ¥2,173,088,772.31, a rise of 78.56%[18] Cash Flow - Cash flow from operating activities showed a net outflow of ¥2,145,648,897.41, a decline of 310.14% compared to an outflow of ¥523,156,422.08 last year[5] - Net cash flow from operating activities was CNY -2,145,648,897.41, a decline from CNY -523,156,422.08 in the previous period[24] - Cash inflow from operating activities totaled CNY 10,017,228,356.53, down from CNY 12,645,284,642.95 year-over-year[24] - Cash outflow from operating activities was CNY 12,162,877,253.94, compared to CNY 13,168,441,065.03 in the previous period[24] - Net cash flow from investing activities was CNY -996,822,794.36, worsening from CNY -482,756,488.45 in the previous period[24] - Cash inflow from financing activities increased to CNY 12,014,400,000.00 from CNY 8,720,900,000.00 in the previous period[24] - Cash outflow from financing activities rose to CNY 10,570,525,758.66, compared to CNY 5,524,465,236.57 in the previous period[24] - The ending cash and cash equivalents balance was CNY 4,540,858,053.35, down from CNY 5,545,480,131.17 in the previous period[24] Shareholder Information - The total number of common shareholders at the end of the reporting period is 42,831[10] - The largest shareholder, Fujian Sansteel Group Co., Ltd., holds 56.25% of the shares, totaling 1,366,328,424 shares[10] - The second-largest shareholder, Xiamen International Trade Group Co., Ltd., holds 3.99% of the shares, totaling 97,011,133 shares[10] - The top ten shareholders collectively hold significant stakes, with the smallest among them, China Agricultural Bank, holding 0.56% or 13,639,832 shares[11] - On January 16, 2025, Fujian Sansteel Group transferred 10 million shares to asset management plans, reducing its stake from 57.07% to 56.25%[12] - The asset management plans now hold 23,130,000 shares each, increasing their stake from 0.54% to 0.95%[13] - There are no preferred shareholders or significant changes in the financing and securities lending activities among the top shareholders[12] - The company has not disclosed any related party transactions among the top ten shareholders, except for the controlling shareholder and its asset management plans being considered as acting in concert[11] Operational Updates - The company's total equity increased to ¥19,452,919,568.47 from ¥19,372,364,287.64, a growth of 0.42%[18] - Research and development expenses decreased to ¥236,631,441.15 from ¥297,394,562.69, a reduction of 20.43%[21] - The company is in the process of appointing a new non-independent director following the resignation of a previous board member[14] - The financial statements for the quarter ending March 31, 2025, are being prepared and will be disclosed in due course[15] - The company did not undergo an audit for the first quarter report[25]

Group 1 - The steel sector showed resilience on April 28, 2025, with companies like Sansteel Minguang, Shougang Corporation, Baosteel, New Steel, and Taiyuan Iron & Steel rising over 5% [1] - Steel LOF products (A: 502023, C: 012810, I: 024184) increased by over 2%, reflecting the overall performance of the black metal industry [1] - As of April 25, steel prices have risen, with 20mm HRB400 rebar priced at 3200 CNY/ton, up 70 CNY/ton from the previous week [1] Group 2 - Minsheng Securities reported that Trump acknowledged the high 145% tariffs on China, indicating that tariffs will significantly decrease post-agreement but will not reach zero [2] - The Central Political Bureau of the Communist Party of China emphasized the need for preparedness against external shocks and may introduce policies to counteract the impact of external tariffs [2] - Long-term expectations suggest that crude steel production will be regulated, and the supply of iron ore and coking coal is expected to become more relaxed, potentially restoring profitability for steel companies [2]