北京市嘉源律师事务所 关于天山材料股份有限公司 2025 年第五次临时股东会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI AN 致:天山材料股份有限公司 北京市嘉源律师事务所 关于天山材料股份有限公司 2025年第五次临时股东会的法律意见书 嘉源(2025)-04-797 北京市嘉源律师事务所(以下简称"本所")接受天山材料股份有限公司(以 下简称"公司")委托,根据《中华人民共和国公司法》(以下简称"《公司法》")、 《上市公司股东会规则》（以下简称"《股东会规则》"）等现行有效的法律、 行政法规、部门规章、规范性文件(以下简称"法律法规")以及《天山材料股 份有限公司章程》（以下简称"《公司章程》"）的有关规定，指派本所律师对 公司 2025年第五次临时股东会(以下简称"本次股东会")进行见证,并依法 出具本法律意见书。 为出具本法律意见书,本所指派律师现场见证了本次股东会,查阅了公司提 供的与本次股东会有关的文件和资料,并进行了必要的审查和 ...

Investment Rating - The report maintains an "Outperform" rating for the cement industry [7][10] Core Insights - The cement industry is gradually showing signs of improvement in profitability, although it remains near historical lows. Key areas of focus include policy changes, industry consolidation, and the strategic positioning of leading companies [4][10] - The report emphasizes the importance of monitoring regional cement leaders and state-owned enterprises with market leadership [10] Summary by Sections 1. Regional Coordination and Market Conditions - The cement industry's coordination effects are weakening, leading to a decline in market conditions below last year's levels. The average price of cement per ton in Q3 2025 was 350 RMB, down 41 RMB (-10%) year-on-year [13][17] - The average coal price difference per ton of cement was 292 RMB, down 26 RMB (-8%) year-on-year [13][17] - The overall cement production from January to September 2025 was 1.26 billion tons, a decrease of 5% year-on-year, with weak demand from both real estate and infrastructure sectors [21][22] 2. Profitability and Cash Flow - Revenue for the cement industry in Q3 2025 decreased by 10% year-on-year, while net profit increased by 9% year-on-year, indicating a reduction in profitability elasticity [9][10] - Capital expenditures for the industry significantly decreased, with a total of 15.3 billion RMB in Q1-Q3 2025, down 42% year-on-year. However, operating cash flow showed improvement [9][10] 3. Supply Changes and Valuation - The report highlights positive changes in supply dynamics, with a net capacity exit of 60,000 tons per day from January to October 2025, marking a potential turning point for effective capacity in the cement industry [36][10] - The report suggests focusing on leading cement companies with favorable valuations and market positions, as the industry is expected to benefit from ongoing policy and market changes [10]

Market Overview - The cement sector experienced a rise of 1.95% on November 7, with Sichuan Jinding leading the gains [1] - The Shanghai Composite Index closed at 3997.56, down 0.25%, while the Shenzhen Component Index closed at 13404.06, down 0.36% [1] Individual Stock Performance - Sichuan Jinding (600678) closed at 10.91, up 9.98% with a trading volume of 761,900 shares and a transaction value of 799 million [1] - Huaxin Cement (600801) closed at 24.28, up 6.54% with a trading volume of 223,400 shares and a transaction value of 530 million [1] - Other notable performers include: - Xibu Construction (002302) at 6.80, up 2.56% [1] - Tibet Tianlu (600326) at 12.72, up 2.42% [1] - Qingsong Jianhua (600425) at 4.77, up 2.14% [1] Capital Flow Analysis - The cement sector saw a net inflow of 336 million from institutional investors, while retail investors experienced a net outflow of 332 million [2] - The main capital flow for Sichuan Jinding showed a net inflow of 251 million, accounting for 31.41% of its trading volume [3] - Other stocks with significant capital movements include: - Xizang Tianlu (600326) with a net inflow of 62.82 million [3] - Qingsong Jianhua (600425) with a net inflow of 19.88 million [3]

Summary of Conference Call Notes Industry Overview - The conference call primarily discusses the copper and aluminum industries, highlighting supply constraints and market dynamics affecting prices and profitability [1][2][3]. Key Points on Copper Industry - **Supply Constraints**: The copper supply is under pressure due to low capital expenditure willingness from mining companies, geopolitical risks, and rising resource protectionism, leading to tight raw material supply and strong support for copper prices [1][2][4]. - **Long-term Price Outlook**: The long-term outlook for copper prices remains positive, supported by macroeconomic recovery and supply-side disruptions. The expected increase in copper mine output for 2025 has been revised down from 600,000 tons to a decrease of 23,000 tons year-on-year due to various disturbances [2][4]. - **Challenges for Mining Companies**: Mining companies face challenges such as low capital expenditure for new mines, high geopolitical risks, and resource protectionism policies in countries like Congo and Indonesia, which limit foreign investment [4]. Key Points on Aluminum Industry - **Market Performance**: The aluminum market has shown strength recently, driven by power shortages in developed countries, leading to production cuts at major facilities like Century Aluminum [6]. - **Price Dynamics**: The price of aluminum is influenced by macroeconomic factors, including U.S.-China trade talks and interest rate cuts, which have positively impacted market sentiment [6]. - **Future Demand Outlook**: The global aluminum market is expected to remain tight in 2026, with domestic capacity growth slowing and limited overseas increments. Optimism about demand is supported by fiscal and monetary easing in major economies [9]. Price Fluctuations and Market Trends - **2024 Price Fluctuations**: The price fluctuations of copper and aluminum in 2024 will be primarily driven by supply and demand dynamics, with a noted lack of significant substitution effects between the two metals [7]. - **Market Demand in October 2025**: The demand for non-ferrous metals in October 2025 is expected to improve compared to September, with a smooth destocking rhythm despite pressures from the rebound of the dollar index and U.S. political fluctuations [8]. Investment Insights - **Electrolytic Aluminum Stocks**: The electrolytic aluminum sector is viewed as having significant price elasticity in the short term and improved valuations in the medium term, with leading companies expected to maintain stable dividends [10]. - **Valuation Metrics**: The valuation of electrolytic aluminum stocks has increased from a range of 8-10 times to over 12 times, reflecting a shift from traditional cyclical assets to high-quality scarce assets [10][11]. - **Stock Selection Strategy**: Investors are advised to focus on high elasticity and high dividend stocks, such as Yun Aluminum and Zhongfu Industry, while also considering companies with strong cost advantages and clear growth objectives [12]. Additional Considerations - **Profitability in Smelting Industry**: The smelting industry is currently facing low profitability, but there are signs of a potential rebound in processing fees (TC) due to limited further declines and efforts to maintain a healthy profit level [5]. - **Global Economic Factors**: The overall economic environment, including the recovery of manufacturing PMI and PPI, is expected to support demand for both copper and aluminum in the coming years [3][9].

Group 1 - The cement sector experienced a rise of 0.72% on November 5, with Huaxin Cement leading the gains [1] - The Shanghai Composite Index closed at 3969.25, up 0.23%, while the Shenzhen Component Index closed at 13223.56, up 0.37% [1] - Key stocks in the cement sector showed varied performance, with Huaxin Cement closing at 22.96, up 4.65%, and Hanjian Heshan at 6.38, up 4.42% [1] Group 2 - The cement sector saw a net outflow of 78.1552 million yuan from institutional funds, while retail investors contributed a net inflow of 34.165 million yuan [2] - The trading volume and turnover for Huaxin Cement reached 221,400 hands and 501 million yuan, respectively [1] - The overall market sentiment in the cement sector was mixed, with some stocks experiencing significant inflows while others faced outflows [3]

Market Overview - The cement sector experienced a decline of 0.2% on November 4, with Shangfeng Cement 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] Individual Stock Performance - Hanjian Heshan saw a significant increase of 10.09%, closing at 6.11, with a trading volume of 231,100 shares and a turnover of 141 million yuan [1] - Fujian Cement also rose by 10.00%, closing at 7.81, with a trading volume of 706,200 shares and a turnover of 527 million yuan [1] - Conversely, Shangfeng Cement fell by 1.83%, closing at 10.74, with a trading volume of 152,300 shares and a turnover of 164 million yuan [2] Capital Flow Analysis - The cement sector had a net inflow of 68.57 million yuan from institutional investors, while retail investors saw a net outflow of 93.65 million yuan [2][3] - Notably, Fujian Cement experienced a net inflow of 102 million yuan from institutional investors, but a net outflow of 68.33 million yuan from retail investors [3] - Hanjian Heshan had a substantial net inflow of 77.89 million yuan from institutional investors, with a significant net outflow of 39.61 million yuan from retail investors [3]

Summary of Key Points from Conference Call Records Industry Overview - **Overall Performance**: The third quarter of 2025 showed improved growth across various sectors, with the ChiNext board leading in net profit and revenue growth. The growth style continues to lead equity profit recovery, while the consumer sector faces pressure [1][4] - **Investment Trends**: Active funds significantly increased allocations to TMT-related hardware, battery cells, non-bank financials, and high-performing sectors, while reducing exposure to consumer and large financial sectors. TMT sector holdings approached 40% [1][5] Key Industries and Companies Nonferrous Metals - **Performance**: Nonferrous metal companies saw substantial revenue and profit increases, with a 51% year-on-year profit growth and a 9% quarter-on-quarter increase. The nonferrous metal index rose by 41.82%, outperforming the CSI 300 [1][6][7] - **Future Outlook**: The long-term price trend for nonferrous metals is expected to rise due to macroeconomic improvements and demand driven by AI technology cycles [1][8] Chemical Industry - **Performance**: The chemical sector experienced a 4.1% revenue growth and approximately 7% profit growth in the first three quarters of 2025, benefiting from strong performance in potassium and phosphorus fertilizers, as well as fluorochemical sectors [1][11] - **Future Outlook**: The industry is expected to gradually improve in 2026, with recommendations for leading companies with cost advantages and growth potential [1][11] Transportation Sector - **Aviation**: The aviation sector showed growth, surpassing 2019 levels, with expectations for a profit upturn in 2026. Major airlines reported positive performance despite initial low expectations [1][12] - **Oil Shipping**: Oil shipping companies are projected to achieve record profits in 2025, with a bullish outlook for 2026 due to favorable supply-demand dynamics [1][13] Coal Industry - **Performance**: The thermal coal sector showed revenue and performance improvements, with a 30% increase in economies of scale. The price of coal is expected to rise, entering a new upward cycle [1][18][19] - **Future Outlook**: The coal price is projected to recover to above 600 RMB per ton by the end of 2026, with potential to reach over 800 RMB [1][20] Steel Industry - **Future Trends**: The steel industry is expected to continue recovering in 2026, with demand growth and supply contraction. Leading companies are anticipated to maintain excess profits due to management and structural advantages [1][24][26] Real Estate Market - **Current Data**: The real estate market is experiencing a downward trend but is expected to stabilize, with sales projected at approximately 8.4 to 8.5 trillion RMB in 2026 [1][29] Public Utilities - **Performance**: The thermal power sector showed significant growth, with some companies reporting up to 300% profit increases due to lower coal prices. The sector is expected to maintain a competitive edge in 2026 [1][34] - **Recommended Companies**: Key recommendations include major state-owned enterprises like Huaneng and Datang, which are undervalued and have stable fundamentals [1][35] Additional Insights - **Investment Recommendations**: Focus on companies with strong management capabilities and stable performance, particularly in the coal and public utility sectors [1][22][35] - **Market Dynamics**: The overall market is characterized by structural recovery and differentiation, with technology and growth sectors leading the way [1][2]

Investment Rating - The industry investment rating is "Outperform the Market" (maintained) [1][66]. Core Views - Precious Metals - Gold: The marginal weakening of risk aversion has led to a decline in gold prices. As of October 31, the COMEX gold futures contract reached $4,077.2 per ounce, a month-on-month decrease of 1.2%. The SPDR Gold ETF saw a 0.7% decrease to 1,039.2 tons. The Federal Reserve's recent interest rate cut and the decision to halt balance sheet reduction are expected to keep gold prices fluctuating in the short term, while the long-term outlook remains positive due to ongoing U.S. debt issues and weakening dollar credit [4]. - Industrial Metals: Improved macro sentiment has strengthened the fundamentals for copper. As of October 31, the SHFE copper futures contract fell by 0.81% to 87,010 yuan/ton. Domestic copper social inventory reached 182,600 tons, with a slight increase of 0.1 tons. The LME copper inventory stood at 134,600 tons. The tightening supply of copper resources and improving macro sentiment are expected to support copper prices [5][6]. Summary by Sections Precious Metals - Gold prices are expected to remain volatile in the short term due to reduced risk aversion, but the long-term outlook is positive as the monetary attributes of gold are expected to strengthen [4][7]. Industrial Metals - **Copper**: The fundamentals are improving with a slight increase in domestic inventory and tightening supply from overseas. The macro sentiment is also improving, which is expected to support copper prices [6][5]. - **Aluminum**: The LME aluminum price increased by 1.1% to $2,888 per ton. Domestic aluminum social inventory reached 619,000 tons, with a slight increase. The supply-demand balance is expected to tighten, supporting aluminum prices [6]. - **Tin**: The SHFE tin futures contract fell by 0.1% to 283,900 yuan/ton. Domestic social inventory decreased by 144 tons. The supply of tin remains tight, and prices are expected to trend upwards [6]. Investment Recommendations - The report suggests focusing on the gold, copper, and aluminum sectors. For gold, the recommendation is to pay attention to Chifeng Jilong Gold Mining. For copper, the focus is on Luoyang Molybdenum. For aluminum, Tianshan Shares is recommended [7][63].

Summary of the Conference Call on the Aluminum Sector Industry Overview - The aluminum sector has experienced a significant price increase, with electrolytic aluminum prices rising to 21,600 RMB/ton due to seasonal demand and supply disruptions, including production halts and the planned closure of Australia's largest aluminum producer by 2028 [1][3][5]. Key Points and Arguments - **Valuation Recovery**: The market capitalization ratio of leading aluminum companies to copper companies is currently at 0.44, below the average of 0.55, indicating strong potential for valuation recovery in the electrolytic aluminum sector [1][4]. - **Demand Surge**: The fourth quarter is traditionally a peak demand season, with strong performance in the automotive, power battery, and photovoltaic sectors. Production of power and energy storage batteries increased over 20% month-on-month and over 40% year-on-year [1][5]. - **Profit Impact of Price Changes**: A 1,000 RMB increase in aluminum prices can lead to a 15% to 20% increase in company profits. Current valuations are based on an aluminum price of 20,500 RMB/ton, with estimates dropping to 9-10 times earnings as prices rise to 21,600 RMB/ton [1][6]. - **Dividend Yield**: Most electrolytic aluminum companies have a dividend yield of around 4.5%, with some companies like Zhongfu Industrial and Tianshan offering even higher yields. This high dividend yield is expected to attract investors and support valuation recovery [1][7][10]. - **Future Valuation Outlook**: By 2026, the valuation of the electrolytic aluminum sector is expected to improve significantly, with price-to-earnings (PE) ratios projected to rise from 8-12 times to 12-15 times, representing a potential 50% increase [1][8]. Additional Important Insights - **Stable Demand and Profitability**: The electrolytic aluminum sector has shown stable demand and profitability, with a steady upward trend in earnings since 2020, barring a single quarter loss in 2024 due to rising alumina prices [2][9]. - **Investment Opportunities**: Companies with higher elasticity, such as Shenhuo, Yun Aluminum, and Zhongfu, are seen as more valuable in the current market. Companies with stable dividend attributes like Tianshan and Hongqiao are also expected to benefit from stable performance [12]. - **Positive Outlook**: The overall sentiment towards the electrolytic aluminum sector remains positive, with expectations of earnings recovery supported by high dividend yields and cautious optimism regarding price movements [13].

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company reported a revenue of 54.9 billion yuan for Q3 2025, a year-on-year decrease of 10.6%, while the net profit attributable to shareholders was -1.18 billion yuan, an increase of 68.5% year-on-year [2][5]. - The expected performance for 2025-2026 is projected at 4 billion and 14 billion yuan, corresponding to price-to-earnings ratios of 103 and 30 times, respectively [7]. Summary by Sections Financial Performance - In Q3 2025, the company's revenue was 18.96 billion yuan, a year-on-year decline of 12.9%, with a net profit attributable to shareholders of -260 million yuan, a year-on-year increase of 22.6% [13]. - For the first three quarters of 2025, the company sold 144.1 million tons of cement, a decrease of 12.8% year-on-year, which is greater than the industry average decline [13]. - The company managed to reduce costs in cement and concrete, leading to a reduction in operating losses despite the decline in revenue [13]. Market Conditions - The core downstream sectors, real estate and infrastructure, are under dual pressure, with national cement production continuing to decline [13]. - In the first three quarters of 2025, national fixed asset investment (excluding farmers) was 37.15 trillion yuan, a year-on-year decrease of 0.5%, while real estate development investment fell by 13.9% [13]. Industry Outlook - The report anticipates that supply-side governance will provide price recovery elasticity, with expectations for improved production order and increased price levels if production strictly adheres to approved capacities [13]. - The company, as a leading player in the industry, is expected to play a positive role in policy execution and has significant marginal price elasticity due to its low profit levels [13].