中信建投证券股份有限公司 关于 云南铜业股份有限公司 发行股份购买资产 并募集配套资金暨关联交易 之 独立财务顾问报告 （申报稿） 独立财务顾问 二〇二五年八月 中信建投证券股份有限公司 独立财务顾问报告（申报稿） 独立财务顾问声明与承诺 受云南铜业股份有限公司委托，中信建投证券股份有限公司担任本次云南铜 业股份有限公司发行股份购买资产并募集配套资金暨关联交易之独立财务顾问， 并制作本独立财务顾问报告。 本独立财务顾问报告系依据《公司法》《证券法》《重组管理办法》《公开发 行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 《上 市公司并购重组财务顾问业务管理办法》 《上市规则》等有关法律、法规的要求， 根据重组报告书及交易对方提供的有关资料和承诺制作。 独立财务顾问按照行业公认的业务规范，本着诚实守信、勤勉尽责的精神， 遵循独立、客观、公正的原则，在认真审阅各方所提供的相关资料并充分了解本 次交易行为的基础上，对重组报告书出具独立财务顾问报告，旨在对本次交易做 出独立、客观和公正的评价，以供云南铜业全体股东及公众投资者参考。 一、本独立财务顾问作如下声明 （一）本独立财务顾问与云南铜业 ...

Summary of Key Points Core Viewpoint The company, Yunnan Copper Co., Ltd., is planning to acquire a 40% stake in Liangshan Mining Co., Ltd. from its controlling shareholder, Yunnan Copper (Group) Co., Ltd., through a share issuance. Additionally, it aims to raise supporting funds by issuing shares to China Aluminum Corporation and China Copper Corporation. This transaction is expected to enhance the company's operational capacity and financial performance. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 40% of Liangshan Mining, which will become a subsidiary of Yunnan Copper [9][13] - The total amount of supporting funds to be raised is 150,000 million yuan, with 75,000 million yuan allocated for the construction of the Hongniupo Copper Mine project [11][12] - The transaction is classified as a related party transaction and constitutes a major asset restructuring under regulatory guidelines [9][12] Group 2: Financial Impact - The estimated transaction price for the 40% stake in Liangshan Mining is 232,351.05 million yuan, reflecting a 320.50% premium based on the asset valuation [9][16] - Post-transaction, the total assets of the company are projected to increase from 4,925,647.69 million yuan to 5,162,280.70 million yuan, while total liabilities will rise from 3,073,124.50 million yuan to 3,206,062.57 million yuan [16][17] - The company's net profit is expected to increase, although there may be a slight dilution in earnings per share in the short term [17][21] Group 3: Shareholding Structure - Before the transaction, Yunnan Copper (Group) held 31.82% of the shares, which will increase to 39.55% post-transaction [13][14] - The shareholding of China Aluminum Corporation and China Copper Corporation will also increase, with China Aluminum holding 6.18% and China Copper holding 2.27% after the transaction [13][14] Group 4: Regulatory and Approval Process - The transaction has undergone necessary decision-making and approval processes, including board meetings and independent director reviews [17][18] - The completion of the transaction is contingent upon obtaining regulatory approvals from relevant authorities [17][18] Group 5: Investor Protection Measures - The company has committed to strict information disclosure obligations to protect investor rights, particularly for minority shareholders [20][25] - Measures include ensuring fair pricing for the transaction and providing a platform for shareholder voting [20][25]

Core Viewpoint - Shenzhen Zhongjin Lingnan Nonfemet Company Limited held its 41st meeting of the 9th Board of Directors on August 20, 2025, to discuss the performance assessment plan for the leadership team for the year 2024, which was unanimously approved by all attending directors [1][1][1] Summary by Relevant Sections - Meeting Details - The meeting was conducted via communication means and was presided over by Chairman Yu Hong [1] - All 8 directors attended, meeting the legal quorum requirements [1] - The company supervisor was present at the meeting [1] - Resolutions Passed - The performance assessment plan for the leadership team for the year 2024 was reviewed and approved with a unanimous vote of 8 in favor, 0 against, and 0 abstentions [1][1][1]

公司点评 | 神火股份 煤炭业务处于底部区域，Q2 总体业绩同比增长超预期 证券研究报告 2025 年 08 月 21 日 神火股份（000933.SZ）2025H1 点评 事件：公司公告 2025 年半年报，实现营收 204.28 亿元，同比增长 12.12%； 归母净利润为 19.04 亿元，同比下降 16.62%；扣非后归母净利润为 20.10 亿元，同比下降 6.79%。 电解铝业务贡献上半年业绩的主要部分，煤炭业务受制于价格出现较大幅度 下滑。根据公司半年报内容：1）电解铝：2025H1 公司生产铝产品 87.11 万 吨，销售 87.14 万吨，分别完成年度计划的 51.24%、51.26%；负责电解铝 业务的子公司新疆煤电、云南神火分别实现净利润 12.35、9.83 亿元，贡献 了公司上半年净利润的绝大部分。2）煤炭：2025H1 公司生产煤炭 370.78 万吨，销售 372.75 万吨，分别完成年度计划的 51.50%、51.77%；负责煤 炭业务的子公司新龙公司、兴隆公司分别实现净利润 0.83、0.32 亿元，同比 分别下降 70.50%、89.98%，主要原因是煤炭产品价格下降。3） ...

Group 1 - The latest stock price of Tongguan Copper Foil is 32.68 yuan, an increase of 0.40 yuan from the previous trading day, with a highest intraday price of 33.95 yuan and a lowest of 30.09 yuan, and a trading volume of 565,687 hands, amounting to 1.833 billion yuan [1] - Tongguan Copper Foil specializes in the research, production, and sales of high-performance electronic copper foil, which is widely used in the electronic information industry. The company is controlled by Tongling Nonferrous Metals Group, ensuring stable supply of copper raw materials [1] - The company has stated that the procurement of copper raw materials from its controlling shareholder is stable and of high quality, with prices based on market quotations. As of July 31, the total number of shareholders is 57,050 [1] - The company reports that orders for copper foil products are sufficient, and production and delivery are proceeding in an orderly manner, with product prices subject to market adjustments. The PCB copper foil products mainly supply copper-clad laminates and printed circuit board manufacturers, maintaining long-term partnerships with several well-known companies in the industry [1] Group 2 - On August 20, the net inflow of main funds was 17.9171 million yuan, while the cumulative net outflow of main funds over the past five trading days was 322.1718 million yuan [1]

截至2025年8月20日收盘，威领股份股价报12.45元，较前一交易日下跌0.02元，跌幅0.16%。当日成交 量为64458手，成交金额达0.80亿元。 威领股份属于能源金属板块，主营业务为有色金属冶炼和压延加工业，2024年该业务收入占比达 92.92%。公司还涉及重型机器制造业等其他业务领域。 8月20日晚间，威领股份发布公告称，2025年第三次临时股东大会审议通过了多项议案。同日公司召开 董事会会议，审议通过了开展商品期货套期保值业务的议案，以及向激励对象授予限制性股票等议案。 8月20日主力资金净流出791.54万元，占流通市值0.27%。近五日主力资金累计净流出4432.28万元，占 流通市值1.51%。 风险提示：投资有风险，入市需谨慎。 来源：金融界 ...

Group 1 - The company announced that its seventh board meeting was held on August 20, 2025, to discuss the proposal for granting restricted stock to incentive plan participants [2] - In the fiscal year 2024, the company's revenue composition was as follows: non-ferrous metal smelting and rolling industry accounted for 92.92%, heavy machinery manufacturing accounted for 6.28%, and others accounted for 0.8% [2]

Core Viewpoint - The company reported strong revenue growth in the first half of 2025, but net profit declined significantly due to increased expenses and provisions for bad debts [1][2]. Group 1: Financial Performance - In H1 2025, the company achieved revenue of 2.619 billion yuan, a year-on-year increase of 51.66% [1][2]. - The net profit for H1 2025 was 20 million yuan, down 44.65% year-on-year [1][2]. - In Q2 2025, revenue reached 1.418 billion yuan, reflecting a year-on-year growth of 56.93%, while net profit was 5 million yuan, a decline of 79.75% year-on-year [1][2]. Group 2: Business Development and Strategy - The company is actively expanding into new energy, new customers, and new markets, leveraging its integrated supply chain advantages [2]. - The aluminum alloy business has seen significant developments, including the launch of a 65,000-ton annual production project in collaboration with Top Group, which began full production in June 2025 [2]. - The company sold approximately 134,000 tons of aluminum alloy products in H1 2025, a year-on-year increase of about 50.70% [2]. Group 3: Research and Innovation - The company increased its R&D investment to 57.54 million yuan in H1 2025, a year-on-year growth of 32.47% [3]. - A total of 41 new product and project R&D initiatives were undertaken, including the establishment of the "Yongmaotai Robotics Technology Research Institute" to enhance its robotics business [3]. Group 4: Market Expansion - The company is focusing on the robotics sector, securing orders for various components from a well-known domestic robotics company [4]. - In the magnesium alloy sector, the company has gained contracts from major automotive and electronic manufacturers for multiple products [4]. - The ongoing projects and market share expansion in these areas are expected to significantly contribute to the company's long-term growth [4]. Group 5: Future Projections - Revenue projections for 2025-2027 are estimated at 5.450 billion, 7.417 billion, and 10.029 billion yuan, with year-on-year growth rates of 32.93%, 36.09%, and 35.23% respectively [5]. - Expected net profits for the same period are 84 million, 113 million, and 158 million yuan, with corresponding growth rates of 122.87%, 34.65%, and 40.12% [5].

Investment Rating - The report maintains an "Accumulate" rating for the company [5] Core Views - The company has seen a turnaround in its main business, with solid-state batteries and high-end PCB copper foil opening up valuation space [1] - The company achieved a net profit of 0.24 million yuan in Q1 2025, reversing losses due to increased orders, higher capacity utilization, and lower production costs, leading to improved gross margins [1] - The company plans to increase copper foil production capacity to approximately 250,000 tons, with expectations to exceed 130,000 tons in total capacity by 2025, and production and sales are anticipated to break through 90,000 tons [1] - The processing fees for copper foil have reached a bottom in 2024, with some product fees already rebounding, and the industry is encouraged to avoid vicious competition, which is expected to stabilize demand growth for lithium batteries [1] - The company has developed a rich product matrix for solid-state batteries, including high specific surface area copper foil and double-sided nickel-plated copper foil, with expected shipments of solid-state battery copper foil to reach around 100 tons in 2025 [2] - The company has made positive progress in high-end PCB copper foil, with ultra-thin copper foil for PCB applications already in mass production and achieving certification from leading enterprises [2] Financial Forecasts and Valuation - The report predicts net profits of 1.05 million yuan for 2025, 2.74 million yuan for 2026, and 5.24 million yuan for 2027, with corresponding P/E ratios of 97, 37, and 20 times respectively [2] - Revenue is projected to grow significantly, with estimates of 9.997 billion yuan in 2025, 15.540 billion yuan in 2026, and 22.410 billion yuan in 2027, reflecting growth rates of 53.28%, 55.44%, and 44.21% respectively [4][8] - The company’s gross margin is expected to improve, with a forecasted gross margin of 5.0% in 2025 and 4.9% in 2026 [10]

天眼查商业履历信息显示，广东东阳光科技控股股份有限公司，成立于1996年，位于韶关市，是一家以 从事有色金属冶炼和压延加工业为主的企业。企业注册资本301387.4259万人民币，实缴资本 301387.4259万人民币。公司法定代表人为张红伟。 金融界消息 截至2025年8月20日收盘，东阳光（600673）报收于18.86元，上涨1.34%，换手率2.83%， 成交量85.05万手，成交金额15.80亿元。 资金流向方面，今日主力资金净流入1.12亿元，占比成交额7.11%。其中，超大单净流入4339.46万元、 占成交额2.75%，大单净流入6885.90万元、占成交额4.36%，中单净流出流出133.53万元、占成交额 0.08%，小单净流出11091.84万元、占成交额7.02%。 东阳光最新一期业绩显示，截至2025中报，公司营业总收入71.24亿元、同比增长18.48%，归属净利润 6.13亿元，同比增长170.57%，扣非净利润4.81亿元，同比增长165.51%，流动比率0.907、速动比率 0.771、资产负债率66.45%。 通过天眼查大数据分析，广东东阳光科技控股股份有限公司共对外投资 ...