证券代码：600961 证券简称：株冶集团 公告编号：2025-024 株洲冶炼集团股份有限公司 关于修订《公司章程》并取消监事会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 为进一步完善公司治理结构，促进上市公司规范运作，根据《公司法》《上 市公司章程指引》 《上市公司独立董事管理办法》 《上市公司股东会规则》等相关 法律法规及规范性文件的规定，结合本公司实际情况，2025 年 8 月 12 日公司召 开第八届董事会第十二次会议审议通过了《关于修订 <公司章程> 的议案》，拟对 《公司章程》部分条款进行修订。 本次《公司章程》修订经公司股东大会审议通过后，公司将不再设置监事会、 监事，监事会的职权由董事会审计委员会行使，公司《监事会议事规则》相应废 止。 《公司章程》具体修订内容如下： 修改前 修改后 第一条 为维护株洲冶炼集团股份 第一条 为维护株洲冶炼集团股份 有限公司、股东和债权人的合法权益， 有限公司、股东、职工和债权人的合法 规范株洲冶炼集团股份有限公司的行 权益，规范株洲冶炼集团股份有限公司 为准则，坚 ...

株洲冶炼集团股份有限公司 董事会风险控制委员会实施细则 第一章 总则 第一条 为强化公司全面风险管理，提升公司风险管理能 力，健全风险管理决策程序，根据《中华人民共和国公司法》《上 市公司独立董事管理办法》《上市公司治理准则》等法律法规、 规范性文件及《公司章程》的有关规定，公司特设立董事会风险 控制委员会（以下简称"委员会"），并制定本实施细则。 第二条 委员会主要负责对公司风险管理体系及管理策略 进行评估，审议公司重大风险并向董事会提出风险预警及改进建 议。 第二章 风险控制委员会的人员组成 第三条 委员会成员由三名董事组成，且至少包括两名独 立董事。 第四条 委员会委员由董事长、二分之一以上独立董事或 者全体董事的三分之一以上提名，并由董事会任命。 第五条 委员会设主任一名，由公司独立董事担任，负责 召集和主持委员会工作。 第六条 委员会委员任期与同届董事会董事任期一致。委 员任期届满，连选可以连任。期间如有委员不再担任公司董事职 务，自动失去委员资格，并由董事会根据前述的规定补足委员人 数。 第七条 委员因辞职、免职或其他原因导致人数低于规定 人数时，公司董事会应当及时增补新的委员。 第三章 风险控制 ...

Group 1 - The company establishes a Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and significant investment decisions [1][8] - The committee consists of five to seven members, including at least one independent director, and is chaired by the company's chairman [2][3] Group 2 - The committee's main responsibilities include researching long-term strategic planning, major financing proposals, significant capital operations, and other critical matters affecting the company [8][9] - Meetings must be announced at least three days in advance, and decisions require the presence of at least two-thirds of the members [10][14] - The committee can hire external advisors for professional opinions when necessary, with costs covered by the company [14][16]

Company Overview - Zhuzhou Smelter Group Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations, with independent legal status and self-financing capabilities [1][2] - The company was approved by the Hunan Provincial Government and registered with the market supervision authority in Zhuzhou City, with a registered capital of RMB 1,072,872,703 [2][3] Corporate Governance - The company adheres to principles of equality in shareholding, shared benefits, and risk-sharing among shareholders [3] - A Party Committee is established to ensure leadership and direction, with provisions for adequate staffing and funding for party activities [3][4] Business Objectives and Scope - The company's business objective is to focus on lead and zinc smelting while diversifying into related fields, utilizing its advantages in product quality, management, and technology [4] - The operational scope includes non-ferrous metal smelting, processing, sales, and various technology development and consulting services [4] Share Structure - The company issues ordinary shares, with all shares having equal rights and obligations [6][7] - The total number of shares issued is 1,072,872,703, with a nominal value of RMB 1 per share [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company’s articles of association [14][15] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [18] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [51][52] - Shareholders can propose agenda items and must be notified of meeting details in advance [63][66] Financial Management - The company is prohibited from providing financial assistance for acquiring its own shares, except under specific conditions approved by the board [8][9] - The company can repurchase shares under certain circumstances, such as capital reduction or employee stock plans [27][28]

董事会薪酬与考核委员会实施细则 第一章 总则 第一条 为进一步建立健全公司董事及高级管理人员的考 核和薪酬管理制度，完善公司治理结构，根据《中华人民共和国 公司法》《上市公司独立董事管理办法》《上市公司治理准则》 《上海证券交易所股票上市规则》《上海证券交易所上市公司自 律监管指引第 1 号——规范运作》等法律法规、规范性文件及《公 司章程》的有关规定，公司设立董事会薪酬与考核委员会（以下 简称"委员会"），并制定本实施细则引。 第二条 委员会是董事会按照股东大会决议设立的专门工 作机构，对董事会负责，为董事会决策提供咨询和建议。 株洲冶炼集团股份有限公司 第七条 委员会委员任期与同届董事会董事任期一致。委员 任期届满，连选可以连任。期间如有委员不再担任公司董事职务， 自动失去委员资格，并由董事会根据上述的规定补足委员人数。 第八条 委员因辞职、免职或其他原因导致人数低于规定人 数时，公司董事会应当及时增补新的委员。 第九条 公司董事会办公室、人力资源部、财务证券部为委 员会工作的支持部门，负责提供公司有关经营方面的资料及被考 评人员的履职情况资料，负责筹备委员会会议并执行委员会的有 关决议。 第三章 薪酬与 ...

营业收入较上年同期增加14.89%，主要是本年度锌及贵金属产品价格上涨。 智通财经APP讯，株冶集团(600961.SH)披露2025年半年度报告，报告期公司实现营收104.12亿元，同比 增长14.89%;归属于上市公司股东的净利润5.85亿元，同比增长57.83%;扣非净利润5.94亿元，同比增长 88.63%;基本每股收益0.51元。 ...

东方财富Choice数据显示，3月份以来全球铜价持续走高，而截至北京时间3月16日凌晨，国际铜价更是 升破了9000美元/吨关口，引发资本市场高度关注。 分析人士表示，铜价走高，一方面是因为高品质铜矿山减少，冶炼端增产不易，导致铜供应偏弱；另一 方面，电动汽车兴起，电气设备更换周期来临，对铜需求逐步增长。 在产业链中游的冶炼环节，国内多家冶炼企业将降低能耗作为主要任务，向着"多产铜、降能耗、压缩 供应链综合成本"的目标不断奋进。2023年，铜陵有色在主产品产量大幅攀升的同时，能源消耗总量不 增反降，铜冶炼综合能耗下降6.9%；2023年上半年，江西铜业推进节能降碳管理，上半年总能耗同比 下降1.39%，外购电量总体下降近1800万度；2023年上半年，云南铜业旗下的西南铜业通过优化配料， 强化工艺控制等方式，实现粗铜综合煤耗同比下降35.1%，燃煤使用量下降4230吨，降低碳排放量 10670吨，云南铜业旗下的易门铜业实现粗铜综合能耗同比下降6.1%，综合能耗降低441.2吨标准煤，减 少碳排放量约1104.9吨。 在产业链下游的用铜环节，多家企业正积极应对铜价上涨带来的成本波动，通过套期保值、长单锁价、 战 ...

1. Report Industry Investment Rating The report provides investment ratings for various non - ferrous metals and related products, with most being rated as "震荡" (sideways movement), some as "震荡偏弱" (sideways with a weak bias). The specific ratings are as follows: - Copper: Sideways [7] - Alumina: Sideways [7] - Aluminum: Sideways [9] - Aluminum Alloy: Sideways [10] - Zinc: Sideways with a weak bias [12] - Lead: Sideways [13] - Nickel: Sideways in the short - term, hold short positions in the medium - to - long - term [20] - Stainless Steel: Sideways in the short - term [21] - Tin: Sideways [22] 2. Core Viewpoints of the Report - Overall non - ferrous metals: Weak US dollar supports non - ferrous metals, but the weakening demand needs to be emphasized. In the short - to - medium - term, the supply - demand situation is gradually loosening, and the risk of weakening demand is increasing, which exerts negative pressure on the prices of base metals. It is recommended to short copper and zinc on rallies. In the long - term, the expectation of potential incremental stimulus policies in China still exists, and there are still supply disturbances in copper, aluminum, and tin, so the supply - demand is expected to tighten, which supports the prices of base metals [1] - Individual metals: - Copper: Overseas recession risk rises, and copper prices are under pressure [2][6] - Alumina: Warehouse receipts continue to increase, and alumina is under sideways pressure [2][7] - Aluminum: Pay attention to consumption, and aluminum prices continue to rise [2][8] - Aluminum Alloy: Strong cost support, and the price is in high - level sideways movement [2][9] - Zinc: The price of the black series rebounds again, and zinc prices are in high - level sideways movement [2][11] - Lead: Cost still provides support, and lead prices move sideways [2][12] - Nickel: Market sentiment fluctuates, and nickel prices move in a wide range [2][14] - Stainless Steel: The price of nickel iron continues to rise, and the stainless - steel futures price moves up [2][21] - Tin: Raw material supply remains tight, and tin prices are in high - level sideways movement [2][22] 3. Summary by Related Catalogs Copper - Information: The US will impose a 50% tariff on imported semi - finished copper products and copper - intensive derivative products starting from August 1. The Fed maintained the benchmark interest rate. In July, SMM China's electrolytic copper production increased significantly. As of August 11, copper inventory decreased slightly. The US July non - farm payrolls data was far below expectations [6] - Main Logic: Macroeconomic factors show that overseas recession risk rises, and copper prices are under pressure. The supply of copper raw materials is still tight, and the risk of smelter production cuts increases. The downstream replenishment willingness weakens, and the upward momentum of copper prices weakens. Investors are becoming more cautious as the expiration date of the reciprocal tariff approaches [7] - Outlook: Copper supply constraints still exist, and inventory is still at a low level. However, demand is marginally weakening, and the US copper tariff is unfavorable to the Shanghai copper price. Copper is expected to show a sideways pattern [7] Alumina - Information: On August 11, the spot price of alumina in various regions decreased slightly. An electrolytic aluminum plant in Xinjiang tendered for alumina, and the winning price decreased in the low - price range. The alumina warehouse receipts increased [7] - Main Logic: In the short - term, the alumina market is dominated by anti - involution sentiment and warehouse receipt issues, with high volatility. Fundamentally, smelters have sufficient low - cost ores, and the operating capacity has recovered to a high level. The supply - demand balance shows an obvious surplus, inventory is accumulating, and the spot price is slightly weakening [7] - Outlook: In the short - term, alumina is expected to maintain high - volatility and wide - range sideways movement. Try shorting on rallies based on warehouse receipt changes, and gradually close out the 9 - 1 reverse spread [8] Aluminum - Information: On August 11, the average price of SMM AOO aluminum decreased slightly. The inventory of aluminum rods and electrolytic aluminum ingots in the main domestic consumption areas increased. The Shanghai Futures Exchange's electrolytic aluminum warehouse receipts increased. The US imposed new tariffs on multiple countries [8] - Main Logic: In the short - term, the US non - farm payrolls data was below expectations, and the new round of US tariffs on multiple countries was in line with expectations. The supply - side operating capacity is stable, and the marginal change is small. The demand - side is in the off - season, with low initial - stage operating rates and weak demand. Inventory is accumulating, and the aluminum price is expected to move sideways in the short - term [9] - Outlook: The short - term consumption situation and inventory accumulation rhythm need to be observed, and the price is expected to move in a range [9] Aluminum Alloy - Information: On August 11, the price of ADC12 remained unchanged. The average price of SMM AOO aluminum decreased. Some aluminum - related projects in the US are under construction or in operation. The performance of Shunbo Alloy in H1 2025 was announced, and the retail sales of the passenger car market in July decreased [10] - Main Logic: The short - term supply - demand situation is weak on both sides. The scrap aluminum price is firm, providing cost support. The supply - side off - season operating rate continues to decline, and the demand - side is in a strong off - season atmosphere. The inventory shows a pattern of decreasing factory inventory and increasing social inventory. The price of cast aluminum alloy is expected to move in a range [10] - Outlook: In the short - term, ADC12 and ADC12 - A00 are in low - level sideways movement, and the price follows that of electrolytic aluminum. There is room for an upward movement in the future, and cross - variety arbitrage can be considered [11] Zinc - Information: On August 11, the spot price of zinc in different regions was at a discount to the main contract. As of August 11, the inventory of zinc ingots increased. A lead - zinc smelting project in Xinjiang was put into production [11] - Main Logic: Macroeconomically, the demand for steel is stabilizing, and the black - series product prices are rebounding. The US non - farm payrolls data was below expectations, and the US dollar index declined. The short - term supply of zinc ore is loosening, and smelters' profitability is good. The domestic consumption is in the traditional off - season, and the demand is generally expected. In the long - term, the supply of zinc is expected to increase, and the demand growth is limited [12] - Outlook: In August, zinc ingot production will remain at a high level, and downstream demand is in the off - season. Zinc ingot inventory may continue to accumulate. However, the rebound of black - series product prices and the short - term squeeze on LME zinc suggest that the zinc price will show a sideways movement [12] Lead - Information: On August 11, the price of waste electric vehicle batteries remained unchanged, and the price of lead ingots was stable. The social inventory of lead ingots decreased slightly, and the Shanghai lead warehouse receipts increased [12] - Main Logic: In the spot market, the discount is stable, and the price difference between primary and recycled lead is stable. On the supply side, the price of waste batteries is stable, and the production of recycled lead is affected by environmental protection. Some primary lead smelters are resuming production. On the demand side, some battery factories are on holiday due to high temperatures, but the lead - acid battery market has an active trade - in activity [13] - Outlook: The US economic recession risk is increasing, and the Fed's interest - rate cut expectation suppresses the US dollar index. The supply of lead ingots may continue to increase slightly this week, and the supply - demand is expected to be slightly in surplus. The cost of recycled lead provides strong support, and the lead price is expected to move sideways [14] Nickel - Information: On August 11, LME nickel inventory decreased slightly, and Shanghai nickel warehouse receipts increased. There were multiple events in the nickel industry, such as asset acquisitions, investment plans, and production adjustments [14] - Main Logic: Market sentiment still dominates the market, and the industrial fundamentals are marginally weakening. The raw material supply may loosen after the rainy season. The production of intermediate products has recovered, and the price of nickel salts has slightly declined. The surplus of electrolytic nickel is serious, and the inventory has accumulated significantly [20] - Outlook: LME nickel inventory has exceeded 210,000 tons. Nickel prices will move in a wide range in the short - term and hold short positions in the medium - to - long - term [20] Stainless Steel - Information: The stainless - steel futures warehouse receipts increased slightly. The spot price of stainless steel was at a discount to the main contract. The price of high - nickel pig iron increased [21] - Main Logic: The price of nickel iron has stopped falling and rebounded, and the price of chrome iron is stable. The stainless - steel production in July decreased, and the supply - side over - capacity pressure has been relieved. Attention should be paid to the fulfillment of the peak - season demand [21] - Outlook: The cost has increased recently. Attention should be paid to the possibility of production cuts by steel mills. The market's acceptance of high - price products is limited. The stainless - steel price is expected to move in a range in the short - term [21] Tin - Information: On August 11, the LME tin warehouse receipts increased, and the Shanghai tin warehouse receipts decreased. The spot price of tin remained unchanged [22] - Main Logic: The resumption of production in Wa State does not change the tight supply of tin ore in China. The export of refined tin in Indonesia may decline, and African tin production may be affected by the rainy season. The supply - side tightness provides strong support for the tin price. However, the terminal demand for tin is marginally weakening in the second half of the year, and inventory reduction is difficult [22] - Outlook: The tight supply of tin ore provides support for the tin price. The tin price is expected to move sideways. The volatility of the tin price may increase in August [24]

Group 1: Report Industry Investment Ratings - Not provided in the given content Group 2: Report Core Views - The overall view on copper prices is bullish, and attention can be paid to the opportunity of reverse arbitrage positions between domestic and overseas markets in the remaining time of the third quarter [1] - For aluminum, in the short - term, it is advisable to hold at low prices under the low - inventory pattern and pay attention to the far - month inter - month and domestic - overseas reverse arbitrage; in the long - term, the domestic supply elasticity decreases, and the overseas supply is the main variable, so pay attention to the actual demand situation [2] - Regarding zinc, in the short - term, it is recommended to wait and see and focus on the sustainability of commodity sentiment due to the strong overseas and weak domestic situation; the domestic - overseas positive arbitrage can continue to be held, and attention can be paid to the inter - month positive arbitrage opportunity [5] - For nickel, the short - term real - world fundamentals are average, and the macro - level is mainly about the game of anti - involution policies. The opportunity to shrink the nickel - stainless steel price ratio can continue to be concerned [8] - For stainless steel, the fundamentals are generally weak. In the short - term, the macro - level follows the anti - involution expectation, and attention should be paid to the later policy direction [11] - For lead, it is expected that battery factories will replenish stocks next week, and the center of lead prices will rise [12] - For tin, in the short - term, it is recommended to sell short lightly at high prices due to the co - existence of domestic raw material supply disturbances and consumption decline expectations [13] - For industrial silicon, in the short - term, the supply and demand in August have turned to a balanced state, and if either the southwest or Hesheng reaches full production, the monthly balance will quickly turn to surplus; in the long - term, it is expected to fluctuate at the cycle bottom [16] - For lithium carbonate, in the short - term, the price has a large upward elasticity; in the medium - to - long - term, if the resource - end disturbance risk is resolved, the price will still fluctuate at a low level, and the downward space needs a significant weakening of demand [18] Group 3: Summary by Metal Copper - In the first half of the week, copper prices found support around 78,000 yuan, and downstream point - pricing and inventory - stocking improved. In the second half of the week, with the decline of the US dollar index and the increase of overseas interest - rate cut expectations, copper prices were strong. The downstream start - up and purchasing power provided support, and the refined - scrap substitution effect worked, so the copper inventory accumulation trend was not strong [1] Aluminum - Supply increased slightly from January to May due to aluminum ingot imports. In August, demand is expected to be in the seasonal off - season, with weak aluminum product exports, a decline in the photovoltaic sector, and some downstream production cuts. Overseas demand has declined significantly. Inventory is expected to continue to accumulate slightly in August. The short - term fundamentals are okay, and in the long - term, the domestic supply elasticity decreases [2] Zinc - This week, zinc prices fluctuated widely. On the supply side, the domestic TC has difficulty rising, while the imported TC rises slowly. In August, the smelting increment is further realized. On the demand side, domestic demand weakens seasonally, and overseas, some refineries face production resistance. Domestic social inventory rises, and overseas LME inventory decreases rapidly [5] Nickel - On the supply side, the pure nickel production remains at a high level. On the demand side, it is generally weak, and the premium has been stable recently. The domestic and overseas nickel plate inventories remain stable [8] Stainless Steel - On the supply side, some steel mills have reduced production passively. On the demand side, it is mainly for rigid needs, and some inventory replenishment has increased due to the macro - environment. The prices of nickel iron and chrome iron remain stable. The inventory in Xijiao and Foshan has decreased slightly, and the exchange warehouse receipts remain stable [11] Lead - This week, lead prices declined. On the supply side, the scrap volume is weak year - on - year, and the recycled lead maintains low - level operation. On the demand side, the battery finished - product inventory is high, and the market's peak - season expectation has fallen back to reality. The LME registered warehouse receipts have decreased [12] Tin - This week, tin prices fluctuated widely. On the supply side, the domestic smelting output may decline slightly from July to August, and overseas, the resumption of production signals are released but with recruitment difficulties. On the demand side, the solder elasticity is limited, and the terminal electronics and photovoltaic growth rates are expected to decline. The domestic inventory rises, and the overseas LME inventory is at a low level with a risk of short - squeeze [13] Industrial Silicon - In the short - term, the supply and demand in August have turned to a balanced state, and if either the southwest or Hesheng reaches full production, the monthly balance will quickly turn to surplus. In the long - term, the production capacity is still in significant surplus, and the price is expected to fluctuate at the cycle bottom [16] Lithium Carbonate - In the short - term, due to the resource - end compliance disturbances and the approaching downstream peak season, the price has a large upward elasticity. In the medium - to - long - term, if the resource - end disturbance risk is resolved, the price will still fluctuate at a low level [18]

Core Viewpoint - The company intends to temporarily use part of the idle raised funds to supplement working capital, ensuring that this does not affect the normal progress of its investment projects and complies with regulatory requirements [1][5][6]. Fundraising Basic Situation - The company was approved to issue convertible bonds totaling RMB 1,450 million, with a net amount of RMB 1,447 million after expenses [1]. - The funds are stored in a dedicated account with regulatory agreements in place [1]. Previous Fund Usage and Return - The company previously used RMB 768 million of idle funds to supplement working capital, which was fully returned to the dedicated account by August 6, 2025 [2]. Investment Project Changes - The original investment project was changed from "Annual production of 80,000 tons of small diameter thin-walled efficient heat dissipation copper tubes" to "Annual production of 80,000 tons of precision copper tubes in Thailand" [2]. - The timeline for the "Annual production of 70,000 tons of precision copper alloy bar project" has been extended by 24 months to March 2026 [2]. Current Fund Usage Plan - The company plans to use RMB 600 million of idle convertible bond funds to temporarily supplement working capital for a period not exceeding 12 months [4]. - This usage is strictly for operations related to the company's main business and will not be used for securities investments or other high-risk activities [5]. Approval and Compliance - The plan to use idle funds was approved in the board and supervisory meetings held on August 11, 2025, and complies with relevant regulatory requirements [5][6]. - The sponsor institution has confirmed that the plan will enhance fund efficiency without affecting the investment projects or shareholder interests [5].