马鞍山钢铁股份(00323) - 2025 - 年度业绩

2024 Annual Report Supplementary Announcement This announcement supplements the 2024 annual report with additional information on significant continuing connected transactions Supplementary Disclosure of Significant Continuing Connected Transactions This section provides additional details on significant continuing connected transactions in the 2024 annual report, covering product sales, service provision, and financial service agreements with China Baowu and Baowu Finance - This announcement supplements the 2024 annual report, primarily providing additional information on connected transactions as required by Chapter 14A of the Listing Rules[4] Definition and Relationship of Connected Parties This section defines China Baowu as the ultimate controlling shareholder, the parent company as the controlling shareholder, and Baowu Finance as a subsidiary of China Baowu, all identified as connected persons - China Baowu, the Parent Company, and Baowu Finance are all defined as connected persons of the Company[5] Product Purchase and Sale Agreement with China Baowu (2022-2024) This section details the 2022-2024 Product Purchase and Sale Agreement between the Group and China Baowu, covering pricing principles and payment terms for product sales and purchases - The Company and China Baowu entered into the 2022-2024 Product Purchase and Sale Agreement, under which the Group will continue to sell products to China Baowu Group, and China Baowu Group will also continue to sell products to the Group[4] Product Purchase and Sale Pricing Principles This section outlines the pricing principles for product purchases and sales, based on national prices, market prices, or fair negotiation - Pricing principles are based on national prices where applicable, otherwise market prices, determined through public tender, comparison, and fair negotiation under normal commercial terms[6] - The selling price of products by the Group to China Baowu Group shall not be lower than the price for selling similar products to independent third parties[6] - The purchasing price of products by the Group from China Baowu Group shall not exceed the price for purchasing similar products from independent third parties[6] Product Purchase and Sale Payment Terms This section specifies the payment terms for product sales to and purchases from China Baowu Group - For sales, China Baowu Group pays monthly at the beginning of each month for the previous month's sales (electricity, water, gas, slag, etc.); monthly at the end of each month for the next month's estimated sales (steel, ingots, coke powder, etc.); and monthly for the previous month's sales (metallurgical auxiliaries, materials, etc.)[7] - For purchases, the Group must pay for goods within 30 working days after receiving and verifying product quality[7] Service Provision and Acceptance Agreement with China Baowu (2022-2024) This section details the 2022-2024 Service Provision and Acceptance Agreement between the Group and China Baowu, outlining service pricing principles and payment arrangements - The Company and China Baowu entered into the 2022-2024 Service Provision and Acceptance Agreement, under which the Group will continue to provide services to China Baowu Group, and China Baowu Group will also continue to provide services to the Group[7] Service Provision Pricing Principles This section outlines the pricing principles for services provided and accepted, based on national prices, market prices, or fair negotiation - Pricing principles are based on national prices where applicable, otherwise market prices, determined through public tender, comparison, and fair negotiation under normal commercial terms[8] - The price for services provided by the Group to China Baowu Group shall not be lower than the price for providing similar services to independent third parties[8] - The price for services provided by China Baowu Group to the Group shall not exceed the price for similar services from independent third parties[8] Service Provision Payment Terms This section specifies the payment terms for services provided to and accepted from China Baowu Group - For services provided, China Baowu Group pays the Group monthly for the previous month's services (steel billet processing, measurement, testing, etc.)[9] - For services accepted, the Group pays China Baowu Group within 30 working days after confirmation by the management department based on project progress (infrastructure and technical renovation engineering services); and within 30 working days based on service progress after quality verification (water and land transportation and related services)[9] Financial Services Agreement with Baowu Finance (2023-2024) This section outlines the 2023-2024 Financial Services Agreement between the Group and Baowu Finance, detailing terms, interest rates, fee standards, and transaction caps for various financial services - The Company and Baowu Finance entered into the 2023-2024 Financial Services Agreement, under which Baowu Finance will provide settlement, deposit, credit, and other financial services to the Group[9] Deposit Services This section describes the terms and interest rate principles for deposit services provided by Baowu Finance - Deposit interest rates are determined based on the People's Bank of China's prevailing rates for similar deposits, generally not lower than those offered by major independent commercial banks in China for similar deposits[11] Key Deposit Service Metrics | Indicator | Amount/Standard | | :--- | :--- | | Maximum Daily Deposit Balance | RMB 10 billion | | Maximum Annual Total Interest Expense | RMB 190 million | Credit Services This section details the comprehensive credit services provided by Baowu Finance, including loans and bill acceptance, along with their preferential interest rates - Baowu Finance provides comprehensive credit facilities, including loans, bill acceptance, and bill discounting[12] - Credit interest rates and fees are preferential, generally not exceeding those for similar credit facilities obtained by the Group from major independent commercial banks in China for the same period and category[12] Key Credit Service Metrics | Indicator | Amount | | :--- | :--- | | Maximum Comprehensive Credit Limit | RMB 10 billion | Settlement and Other Financial Services This section describes the settlement services and other financial services provided by Baowu Finance, including collection and payment services, and their fee standards - Baowu Finance provides collection services, payment services, and other related auxiliary services[14] - Settlement service fees generally do not exceed the fee standards charged by major independent commercial banks in China for similar services during the same period[15] Financial Service Fee Cap | Indicator | Amount | | :--- | :--- | | Maximum Annual Service Fee | RMB 210 million | Board's Opinion on Continuing Connected Transactions The Board believes all continuing connected transactions were conducted according to the pricing policies in relevant agreements, and the company's internal control procedures are sufficiently effective - The Board believes that the continuing connected transactions were conducted in accordance with the pricing policies under the relevant agreements, and the Company's internal control procedures are sufficiently effective[17] Review and Confirmation by Independent Non-Executive Directors Independent Non-Executive Directors reviewed and confirmed the continuing connected transactions for the year ended December 31, 2024, finding them to be in the ordinary course of business, on normal commercial terms, fair, reasonable, and in the overall interest of shareholders - Independent Non-Executive Directors confirmed that the continuing connected transactions were conducted in the ordinary and usual course of business of the Group, on normal commercial terms, in accordance with the agreements governing such transactions, on terms that are fair and reasonable, and in the overall interests of the Company's shareholders[18] Auditor's Opinion on Continuing Connected Transactions The Company's auditor conducted a limited review and issued an unqualified opinion letter, confirming the continuing connected transactions were approved, followed pricing policies and agreement terms, and did not exceed annual caps - The auditor conducted a limited review and issued an unqualified opinion letter, confirming that the continuing connected transactions were: approved by the Board; for goods or services provided by the Group, in all material respects, conducted in accordance with the Group's pricing policies; in all material respects, conducted in accordance with the terms of the relevant agreements; and did not exceed the annual caps set by the Company[22] Disclosure Compliance of Other Connected Party Transactions All other connected party transactions in the financial statements' notes, while constituting connected transactions, are not "connected transactions" or "continuing connected transactions" as defined by the Listing Rules, and the company has complied with Chapter 14A disclosure requirements for them - All other connected party transactions listed in the financial statements' notes, apart from the aforementioned continuing connected transactions, do not fall under the definition of 'connected transactions' or 'continuing connected transactions' as defined by the Listing Rules[19] - The Company has complied with the disclosure requirements of Chapter 14A of the Listing Rules for these connected transactions[19]