铅产业链周度报告 国泰君安期货研究所 有色及贵金属 莫骁雄 投资咨询从业资格号：Z0019413 日期：2025年7月6日 | 数据 | | --- | | 【行情回顾】 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 上周收盘价 | 周涨幅 | 昨日夜盘收盘价 | 夜盘涨幅 | | | | | | | 沪铅主力 | 17295 | 0 99% . | 17225 | -0 40% . | | | | | | | LmeS-铅3 | 1988 5 . | -2 60% . | - | - | | | | | | | 【期货成交及持仓变动】 | | | | | | | | | | | 单位：手 | 上周五成交 | 较前周变动 | 上周持仓 | 较前周变动 | | | | | | | 沪铅主力 | 24330 | -16320 | 51672 | -128 | 【期现价差变化】 | | | | | | LmeS-铅3 | 3570 | -1901 | 151720 | 614 | | 上周五 ...

国联民生证券承销保荐有限公司关于 河南豫光金铅股份有限公司 为控股股东提供担保的核查意见 （一）担保基本情况 鉴于公司控股股东河南豫光金铅集团有限责任公司（以下简称"豫光集团"） 一直以来积极支持公司发展，为满足公司持续经营需要适时对公司进行融资支持， 且长期为公司的融资业务提供担保，本着互利共赢、协同发展的原则，经公司 的 2023 年年度股东大会审议通过，公司与豫光集团签订了互保框架协议。根据 互保框架协议，豫光集团及其控股子公司为公司及公司全资子公司提供的担保额 度为 80 亿元，公司为豫光集团及其控股子公司提供的担保额度为 25 亿元。此次 互保期限两年，即自 2023 年年度股东大会审议通过之日起至 2025 年年度股东大 会召开之日止。现公司拟为豫光集团在华夏银行股份有限公司郑州分行办理的授 信业务进行担保，担保额度为 5,000 万元。 截至目前，公司已为豫光集团及其控股子公司豫光锌业提供的担保总额为 （二）公司就本次担保事项履行的内部决策程序及尚需履行的决策程序 公司于 2025 年 7 月 3 日召开第九届董事会独立董事专门会议 2025 年第四 次会议对该关联担保事项进行了审议，全体独立董 ...

Group 1 - The company, Henan Yuguang Gold Lead Co., Ltd., is issuing convertible bonds to unspecified investors, with a total issuance scale of RMB 710 million [4][6] - The bonds, named "Yuguang Convertible Bonds" (code: 110096), have a maturity period of 6 years, from August 12, 2024, to August 11, 2030 [2][4] - The interest rates for the bonds are set at 0.10% for the first year, 0.30% for the second year, and 0.60% for the third year, with annual interest payments [3][4] Group 2 - The initial conversion price for the bonds is set at RMB 6.17 per share, which will be adjusted to RMB 5.95 per share due to a cash dividend distribution of RMB 0.225 per share [6][9] - The conversion period for the bonds will start on February 16, 2025, and end on August 11, 2030 [5][11] - The company has received a credit rating of AA for the bonds, with a stable outlook [6][7] Group 3 - The company has approved a profit distribution plan for 2024, amounting to RMB 245.31 million, which will impact the bond conversion price [6][7] - The company has decided to cancel its supervisory board and amend its articles of association to enhance corporate governance [7][8]

Core Points - The independent directors of Henan Yuguang Gold Lead Co., Ltd. held their fourth special meeting of the ninth board on July 3, 2025, via communication methods, with all three independent directors present, confirming the meeting's legality and compliance with relevant regulations [1] - The company plans to sign purchase contracts for lead slag and copper slag with the related party Gansu Baohui Industrial Group Co., Ltd., which is deemed necessary for normal production operations and compliant with national laws and regulations [1] - The independent directors reviewed the related transactions, confirming they adhere to principles of fairness and market pricing, ensuring no harm to the company or shareholders, particularly minority shareholders [1] - The independent directors agreed to submit the related party transactions to the board for approval, with related directors required to abstain from voting [1] - The independent directors also approved a related guarantee for the controlling shareholder, stating that the risk is controllable and does not harm the interests of the company or its shareholders, and agreed to submit this matter to the board for review [2]

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on July 23, 2025, at 14:30 [1][3] - The meeting will take place at the conference room 510 of Henan Yuguang Gold Lead Co., Ltd. located in Jiyuan City, Henan Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1][3] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system from 9:15 to 15:00 on the day of the meeting [1][3] - Specific voting times include trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders holding multiple accounts can exercise voting rights across all accounts, but repeated votes will be counted based on the first submission [4][2] Meeting Agenda - The meeting will review non-cumulative voting proposals that have been approved by the company's ninth board of directors [2] - The related party that must abstain from voting is Henan Yuguang Gold Lead Group Co., Ltd. [2] Attendance Requirements - Shareholders registered by the close of trading on the equity registration date of July 17, 2025, are eligible to attend the meeting [4] - Attendance can be in person or by proxy, with specific documentation required for both shareholders and their proxies [4][5] Registration Process - Shareholders must register for the meeting in advance, either in person or via fax, on July 22, 2025 [4][5] - Required documents include personal identification and shareholder account information [4][5]

Core Points - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company aims to promote the development of the lead smelting industry and contribute to social prosperity and stability [5] - The company has a registered capital of RMB 1,090,242,634 [3][4] Chapter Summaries Chapter 1: General Provisions - The company is committed to protecting the legal rights of shareholders, employees, and creditors [1] - The company is a permanent joint-stock company [4] Chapter 2: Business Objectives and Scope - The company's business objectives include ensuring the safety and appreciation of shareholder investments [5] - The company engages in various activities including non-ferrous metal smelting, chemical product sales, and technology services [5] Chapter 3: Party Building Work - The company has established a Communist Party organization to strengthen party leadership and construction [7] - The party organization plays a core leadership role within the company [3] Chapter 4: Shares - The company issues ordinary shares, with all shares having equal rights [11] - The total number of shares issued by the company is 1,090,242,634 [11] Chapter 5: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [17] - The company must hold annual and temporary shareholders' meetings as required [26][27]

河南豫光金铅股份有限公司 年报信息披露重大差错责任追究管理办法 （2025 年 7 月修订） 第一章 总 则 第一条 为提高公司的规范运作水平，加大对年报信息披露责任人的问责力 度，提高年报信息披露的质量和透明度，增强信息披露的真实性、准确性、完整 性和及时性，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市 公司信息披露管理办法》等法律法规及规范性文件的要求，结合公司实际情况， 制定本制度。 第二条 公司有关人员应当严格执行《企业会计准则》及相关规定，严格遵 守公司与财务报告相关的内部控制制度，确保财务报告真实、公允地反映公司的 财务状况、经营成果和现金流量。公司有关人员不得干扰、阻碍审计机构及相关 注册会计师独立、客观地进行年报审计工作。 第三条 本制度所指责任追究是指年报信息披露工作中有关人员不履行或 者不正确履行职责、义务或其他个人原因，对公司造成重大经济损失并造成不良 社会影响时的追究与处理。 第四条 本制度所指年报信息披露重大差错包括年度财务报告存在重大会 计差错、其他年报信息披露存在重大错误或重大遗漏、业绩预告或业绩快报存在 重大差异等情形。具体包括以下情形： （一）年度财务报告违反《 ...

河南豫光金铅股份有限公司 内幕信息知情人登记备案制度 （2025 年 7 月修订） 第一章 总则 第一条 为规范公司的内幕信息管理，加强内幕信息保密工作，防范内幕信 息知情人员滥用知情权、泄漏内幕信息、进行内幕交易，维护信息披露的公平原 则，根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司信息披 露管理办法》《上海证券交易所股票上市规则》《上市公司监管指引第 5 号—— 上市公司内幕信息知情人登记管理制度》《上海证券交易所上市公司自律监管指 引第 2 号——信息披露事务管理》等有关法律法规及《公司章程》有关规定，制 定本制度。 第二条 公司董事会保证内幕信息知情人档案真实、准确和完整，董事长为 主要责任人。 董事会秘书负责办理公司内幕信息知情人的登记入档事宜。董事会秘书不能 履行职责时，由证券事务代表代行董事会秘书职责。董事长与董事会秘书应当对 内幕信息知情人档案的真实、准确和完整签署书面确认意见（附件 1）。 公司董事会秘书处为公司内幕信息的监督、管理、登记、披露及备案的日常 工作部门，具体负责公司内幕信息的日常管理工作。 第三条 公司审计委员会对内幕信息知情人登记管理制度实施情况进行监 ...

General Provisions - The purpose of the implementation rules is to standardize the decision-making process and the selection of senior management, optimize the composition of the board, and improve the corporate governance structure [2] - The Nomination Committee is established as a specialized working body of the board, responsible for selecting candidates for directors and senior management, and making recommendations to the board [2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [3] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [3] Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations on various matters to the board [5] - The board has the authority to reject plans or proposals that may harm shareholders' interests [5] - Major shareholders must respect the committee's recommendations regarding candidates unless there is sufficient reason or reliable evidence to propose alternatives [5] Decision-Making Procedures - The committee will research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation, and submit resolutions to the board for approval [6] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information about candidates [6] Meeting Rules - Meetings of the Nomination Committee must be announced three days in advance, except in special circumstances [7] - A quorum for meetings requires the presence of at least two-thirds of the committee members [8] - Decisions made in meetings must be recorded, and all members have a confidentiality obligation regarding the discussed matters [8] Supplementary Provisions - The implementation rules take effect upon approval by the board, and previous rules are abolished [9] - Any matters not covered by these rules will be executed according to national laws and regulations [9]

Core Viewpoint - The document outlines the selection and appointment procedures for accounting firms by Henan Yuguang Gold Lead Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring high-quality financial information [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The appointment process requires approval from the audit committee, board of directors, and shareholders [1][2]. - The controlling shareholders and actual controllers are prohibited from designating accounting firms before the board and shareholders' approval [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess necessary qualifications as per regulatory requirements and have a solid organizational structure and internal management [2]. - Firms must have a good track record in providing audit services to listed companies and must not have been penalized by regulatory bodies [2][3]. - Confidentiality and data security must be maintained by the accounting firms [2]. Group 3: Selection Procedures - The audit committee is responsible for establishing selection policies, initiating the selection process, and evaluating the proposals [3][4]. - Competitive negotiation, public bidding, and other transparent methods must be used to ensure fairness in the selection process [3][4]. - The selection results must be publicly disclosed, including the chosen firm and audit fees [4]. Group 4: Evaluation and Scoring - The evaluation criteria for accounting firms must include audit fees, qualifications, performance history, and risk management capabilities [5][6]. - Quality management should have a weight of at least 40% in the evaluation, while audit fees should not exceed 15% [5][6]. - The average audit fee from compliant firms will serve as the benchmark for scoring [6]. Group 5: Procedures for Reappointment - The company may reappoint accounting firms under specific circumstances, such as significant quality deficiencies or failure to meet deadlines [7][8]. - The audit committee must investigate the quality of both the previous and proposed firms during the reappointment process [8]. Group 6: Supervision and Penalties - The audit committee is tasked with evaluating the performance of the appointed accounting firms and ensuring compliance with laws and regulations [9]. - Any violations by the selected firms that lead to severe consequences must be reported to the board for appropriate action [9]. Group 7: Implementation and Authority - The new selection system will take effect upon approval by the board and will replace the previous system [10]. - The board retains the rights to interpret and amend the selection system as necessary [10].