证券代码：002378 证券简称：章源钨业 公告编号：2025-054 崇义章源钨业股份有限公司 2025 年第三次临时股东会决议公告 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。 特别提示： 1. 本次股东会未出现否决议案的情形。 2. 本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 1. 会议召开时间： （1）现场会议召开时间：2025 年 11 月 13 日（星期四）14:30 （2）网络投票时间： 1 732,249,370 股，占公司有表决权股份总数的 60.9488%。 通过深圳证券交易所互联网投票系统的投票时间为 2025 年 11 月 13 日 9:15 至 15:00 期间的任意时间。 通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 11 月 13 日 9:15-9:25、9:30-11:30 和 13:00-15:00。 2. 现场会议召开地点：江西省赣州市崇义县城塔下崇义章源钨业股份有限 公司二楼多媒体会议室。 3. 会议召开方式：本次股东会采用现场表决与网络投票相结合的方式召开。 4. 会议召集 ...

国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于崇义章源钨业股份有限公司 2025 年第三次临时股东会的法律意见书 致：崇义章源钨业股份有限公司 国浩律师（上海）事务所（以下简称"本所"）担任崇义章源钨业股份有限公 司（以下称"公司"或"章源钨业"）之特聘法律顾问，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》（以下简称"《证 券法》"）等法律、法规和《上市公司股东会规则》（以下称"《股东会规则》"） 及《崇义章源钨业股份有限公司章程》（以下称"公司《章程》"）等有关规定， 指派金诗晟律师、周烨培律师出席并见证了公司于2025年11月13日（星期四）下 午14:30在江西省赣州市崇义县城塔下崇义章源钨业股份有限公司二楼多媒体会 议室召开的2025年第三次临时股东会（以下简称"本次股东会"），对本次股东会 的召集、召开程序、出席人员资格、会议表决程序等事宜进行了审查。 本所依据本法律意见书出具日之前已经发生或存在的事实及中国现行法律、 法规及规范性文件发表法律意见。 本所同意将本法律意见书作为公司本次股东会公告的法定文件，随公司其他 公告一并提交深圳证券交易所 ...

Group 1: Company Overview - The company primarily engages in the exploration and utilization of tungsten mining resources, producing ammonium paratungstate (APT), tungsten oxide, tungsten powder, tungsten carbide powder, thermal spray powder, and hard alloy products [2][3] - It has established an integrated production system covering upstream exploration, mining, midstream smelting, and downstream deep processing, making it one of the few companies in China with a complete tungsten industry chain production capability [2][3] Group 2: Mining Operations - The company has completed the filing of the tungsten resource reserve verification report for the Taoxikeng tungsten mine and the Dongfeng exploration rights area, and submitted the development and utilization plan for review by the Ministry of Natural Resources [4][5] - Ongoing resource exploration and development projects are progressing as planned, including the Huangzhulang tungsten mine and surrounding areas [4][5] Group 3: Cost and Efficiency - Mining costs are influenced by geological conditions, ore grades, management levels, and labor costs, leading to variations across different mining operations [5] - The company is enhancing mining and selection efficiency through mechanization, aiming to increase the output of tungsten, tin, and copper products [5] Group 4: Market Outlook - Tungsten is a strategic mineral resource in China, with supply constraints and growing downstream demand expected to stabilize future prices of tungsten concentrate [5] - In the first nine months of 2025, tungsten raw material prices increased year-on-year, with the company actively expanding its market presence and achieving a year-on-year increase in product sales and revenue [5] Group 5: Strategic Focus - The company focuses on the efficient utilization and development of tungsten resources, emphasizing high-performance, high-precision, and high-value-added hard alloy research, production, and sales [5] - It aims to enhance resource reserves and mining efficiency through intensified exploration and intelligent construction in the upstream sector, while optimizing production processes in the midstream sector [5]

Core Points - Zhangyuan Tungsten's stock price dropped by 6.82% with a trading volume of 8.11 billion yuan and a turnover rate of 5.37% [2] - The stock was flagged by the Shenzhen Stock Exchange for a daily price deviation of -7.22%, with institutional investors net selling 13.11 million yuan [2] - The stock experienced a net outflow of 1.67 billion yuan in major funds, with significant outflows from large orders [2] Trading Activity - The latest margin trading balance for Zhangyuan Tungsten is 561 million yuan, with a financing balance of 556 million yuan and a securities lending balance of 555.13 thousand yuan [3] - Over the past five days, the financing balance increased by 21.83 million yuan, representing a growth of 4.09% [3] - The top five trading departments showed a total transaction amount of 197 million yuan, with net selling of 94.97 million yuan [2][4] Institutional Participation - The largest buying department was the Shenzhen Stock Connect, with a buying amount of 20.63 million yuan and a selling amount of 33.90 million yuan, resulting in a net selling of 13.27 million yuan [3] - One institutional specialized seat was involved, with a buying amount of 0.95 million yuan and a selling amount of 14.06 million yuan, leading to a net selling of 13.11 million yuan [3][4]

Core Insights - On November 7, Zhangyuan Tungsten conducted 28 transactions on the block trading platform, with a total trading volume of 8.29 million shares and a total transaction value of 101 million yuan [2][3] - The average transaction price was 12.15 yuan, representing an 8.92% discount compared to the closing price of the day [2][3] - Institutional proprietary seats were involved in 21 of the transactions, with a total transaction value of 76.63 million yuan, indicating a net purchase of the same amount [2][3] Trading Data Summary - The closing price of Zhangyuan Tungsten on the same day was 13.34 yuan, reflecting an increase of 0.98% with a turnover rate of 3.62% and a total transaction amount of 575 million yuan [2][3] - The net inflow of main funds for the day was 25.46 million yuan, and the stock has seen a cumulative increase of 3.49% over the past five days, with a total net inflow of 75.62 million yuan [2][3] - The latest margin financing balance for the stock is 555 million yuan, with a decrease of 8.66 million yuan over the past five days, representing a decline of 1.53% [3] Company Background - Zhangyuan Tungsten Industry Co., Ltd. was established on February 28, 2000, with a registered capital of 1.201 billion yuan [3]

Core Viewpoint - The stock of Zhangyuan Tungsten Industry has seen a rise of 0.98% on November 7, closing at 13.34 yuan, with a total of 28 block trades amounting to 1.01 billion yuan in transaction volume [1][8]. Trading Activity - The first transaction occurred at a price of 12.15 yuan for 225,000 shares, totaling 2.73 million yuan, with a discount rate of -8.92% [1]. - Subsequent transactions consistently occurred at the same price of 12.15 yuan, with varying volumes and total amounts, all reflecting a discount rate of -8.92% [2][3][4][5][6][7]. - The largest single transaction involved 1 million shares at a total value of 12.15 million yuan, also at the price of 12.15 yuan [3]. - Over the last three months, the stock has recorded 28 block trades with a cumulative transaction value of 1.01 billion yuan [7]. Market Performance - In the last five trading days, the stock has increased by 3.49%, with a net inflow of 59.23 million yuan from major funds [7].

Core Insights - On November 7, Zhangyuan Tungsten conducted a block trade of 8.2907 million shares, with a transaction value of 101 million yuan, accounting for 14.9% of the total trading volume for the day [1] - The transaction price was 12.15 yuan, representing an 8.92% discount compared to the market closing price of 13.34 yuan [1] Summary by Category - **Trading Activity** - The block trade involved 8.2907 million shares [1] - The total transaction value reached 101 million yuan [1] - This trade constituted 14.9% of the total trading volume on that day [1] - **Price Analysis** - The executed price of the block trade was 12.15 yuan [1] - This price reflects an 8.92% discount from the market closing price of 13.34 yuan [1]

Core Viewpoint - Zhangyuan Tungsten Industry has shown significant stock price appreciation and strong financial performance in 2023, indicating potential growth in the tungsten industry. Financial Performance - As of September 30, 2025, Zhangyuan Tungsten achieved a revenue of 3.878 billion yuan, representing a year-on-year growth of 37.38% [2] - The net profit attributable to shareholders for the same period was 190 million yuan, reflecting a year-on-year increase of 29.71% [2] - The company has distributed a total of 862 million yuan in dividends since its A-share listing, with 269 million yuan distributed over the last three years [3] Stock Market Activity - On November 7, 2023, the stock price increased by 2.04%, reaching 13.48 yuan per share, with a trading volume of 341 million yuan and a turnover rate of 2.16% [1] - The stock has appreciated by 110.69% year-to-date, with a 4.58% increase over the last five trading days, 8.10% over the last 20 days, and 45.57% over the last 60 days [1] - The company has appeared on the "Dragon and Tiger List" twice this year, with the most recent instance on August 26, 2023, where it recorded a net buy of -121 million yuan [1] Shareholder Structure - As of September 30, 2025, the number of shareholders increased to 98,100, up by 80.69% from the previous period [2] - The average number of circulating shares per shareholder decreased by 44.66% to 12,185 shares [2] - Major shareholders include Hong Kong Central Clearing Limited, which holds 13.0064 million shares, and several ETFs, with varying changes in their holdings [3]

Core Viewpoint - The tungsten market has experienced a significant price surge, with major tungsten products reaching historical highs due to increased demand and tightened supply conditions [1][2]. Price Trends - Tungsten powder prices have surpassed 700,000 CNY/ton, currently at 710,000 CNY/ton; ammonium paratungstate (APT) is priced at 462,000 CNY/ton, while black and white tungsten concentrates (≥65%) are at 312,000 CNY/ton and 311,000 CNY/ton respectively, each increasing by 2,000 CNY/ton from the previous trading day [1][2]. - Compared to the beginning of the year, prices for major tungsten products have more than doubled, with black tungsten concentrate increasing by 118.18%, APT by 118.96%, and tungsten powder by 124.68% [1][2]. Supply and Demand Dynamics - The tightening of tungsten supply is expected to continue, with the Ministry of Natural Resources and the Ministry of Industry and Information Technology indicating a reduction in the first batch of tungsten concentrate mining quotas for 2025 to 58,000 tons, a decrease of 4,000 tons or 6.45% year-on-year [2][3]. - The demand for tungsten has risen significantly due to increased production in sectors such as photovoltaics and automotive, leading to a tight market balance [2][4]. Industry Performance - Companies in the tungsten sector have reported strong financial performance, with Zhongtung High-tech achieving a revenue of 12.755 billion CNY in the first three quarters, a year-on-year increase of 13.39%, and a net profit of 846 million CNY, up 18.26% [2]. - Other companies like Xianglu Tungsten and Luoyang Molybdenum have also shown impressive growth, with net profits increasing by 259.65% and 72.61% respectively [2]. Market Outlook - Analysts predict a favorable supply-demand balance in the tungsten market, with strong pricing support from supply-side constraints and resilient demand from downstream industries [3][4]. - The tightening of mining quotas and limited new production capacity are expected to reinforce the bullish outlook for tungsten prices [4].

Core Insights - The tungsten market has experienced a significant price surge, with major tungsten products reaching historical highs, driven by increased demand and supply constraints [1][2][3] Price Trends - Tungsten powder prices have surpassed 700,000 CNY/ton, currently at 710,000 CNY/ton; ammonium paratungstate (APT) is priced at 462,000 CNY/ton, while black and white tungsten concentrates are at 312,000 CNY/ton and 311,000 CNY/ton respectively, each increasing by 2,000 CNY from the previous trading day [1][2] - Year-to-date price increases for major tungsten products have exceeded 100%, with black tungsten concentrate rising by 118.18%, APT by 118.96%, and tungsten powder by 124.68% compared to the beginning of the year [1][2] Supply and Demand Dynamics - The tightening supply situation is expected to continue, with the Ministry of Natural Resources and the Ministry of Industry and Information Technology indicating a reduction in tungsten mining quotas for 2025, down to 58,000 tons, a decrease of 4,000 tons or 6.45% year-on-year [2][3] - The demand for tungsten has been bolstered by increased production in sectors such as photovoltaics and automotive, leading to a tight market balance [2][3] Industry Performance - Companies in the tungsten sector have reported strong financial results, with Zhongtung High-tech achieving a revenue of 12.755 billion CNY in the first three quarters, a year-on-year increase of 13.39%, and a net profit of 846 million CNY, up 18.26% [2] - Other companies like Xianglu Tungsten and Luoyang Molybdenum have also shown impressive performance, with net profits increasing by 259.65% and 72.61% respectively [2] Market Outlook - Analysts predict a favorable supply-demand balance for tungsten, with strong pricing support from supply constraints and resilient demand from downstream industries [3] - The tightening of mining quotas and limited new capacity are expected to reinforce the bullish outlook for tungsten prices [3]