湖南科力远新能源股份有限公司 章 程 (修 订 稿) 湖南科力远新能源股份有限公司 二○二五年八月 湖南科力远新能源股份有限公司 章 程 第一章 总 则 第一条 为了维护湖南科力远新能源股份有限公司(以下简称"公司")、股东和债权人 的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》(以下简称《公司法》) 和《中华人民共和国证券法》(以下简称"《证券法》")及其他有关法律法规，并结合本公司 实际情况，制定本章程。 第二条 公司系依照《公司法》、 《证券法》和其他有关法规成立的股份有限公司（以下 简称"公司"）。 公司系经湖南省人民政府湘政函[2000]121 号文批准，以发起方式设立，在湖南省工商 行政管理局登记注册，取得营业执照，统一社会信用代码：91430000274963621B。 第三条 公司于 2003 年 8 月 28 日经中国证券监督管理委员会批准，首次向社会公众发 行人民币普通股 4,000 万股，于 2003 年 9 月 18 日在上海证券交易所上市。 第四条 公司注册名称： 中文：湖南科力远新能源股份有限公司 英文：HUNAN CORUN NEW ENERGY CO.，LTD. ...

近日，湖南科力远新能源股份有限公司公布了《公司章程（修订稿）》，对公司的组织与行为、股东权 益、经营管理等多方面内容进行了详细规定。 公司基本信息 湖南科力远新能源股份有限公司经湖南省人民政府批准，于2003年9月18日在上海证券交易所上市。公 司注册名称为湖南科力远新能源股份有限公司，住所位于湖南省郴州高科技术产业园区，注册资本为人 民币1,665,540,916元。董事长为公司法定代表人，公司全部资产分为等额股份，股东以其所持股份为限 对公司承担责任。 经营宗旨与范围 公司的经营宗旨是贯彻科教兴国方针，以知识和产业报国，提高我国能源新材料行业水平，振兴民族工 业。其经营范围涵盖新材料、新能源的研究、开发、生产、销售及相关技术咨询服务，同时涉及金属材 料、电子产品等多种产品的销售，以及货物、技术进出口和"三来一补"业务。 股份相关规定 股份发行与结构 公司股份采取股票形式，发行遵循公开、公平、公正原则。公司发起人包括湖南新兴科技发展有限公 司、成都银河动力股份有限公司等。公司股份总数为1,665,540,916股，均为普通股。 股份增减与回购 公司可根据经营需要，通过公开发行股份、非公开发行股份等方式增加资 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a significant performance increase in H1 2025, achieving revenue of 19.178 billion yuan, a year-on-year increase of 11.75%. The net profit attributable to shareholders was 972 million yuan, a decrease of 4.37% year-on-year, while the net profit excluding non-recurring items was 923 million yuan, an increase of 7.53% year-on-year [2][4]. - In Q2 2025, the company achieved revenue of 10.802 billion yuan, a quarter-on-quarter increase of 28.95% and a year-on-year increase of 21.48%. The net profit attributable to shareholders was 581 million yuan, a quarter-on-quarter increase of 48.65% but a year-on-year decrease of 1.41% [2][4]. - The profit structure for H1 2025 showed that tungsten-molybdenum, new energy materials, and rare earths accounted for 74.98%, 20.06%, and 7.38% of total profits, respectively. The growth in Q2 was primarily driven by contributions from tungsten-molybdenum and new energy sectors [2][4]. Summary by Relevant Sections Tungsten-Molybdenum - The tungsten-molybdenum segment achieved a total profit of 1.268 billion yuan in H1 2025, a year-on-year decrease of 10.94%. In Q2 2025, the profit totaled 739 million yuan, a quarter-on-quarter increase of 40% [9]. - The increase in tungsten prices significantly contributed to the performance, with the company having a production capacity of 12,000 tons of tungsten concentrate. The domestic tungsten concentrate price began to rise sharply in Q2 2025, enhancing performance elasticity [9]. - The deep processing sector showed strong profitability, with cutting tools achieving a gross margin of over 40%. The company adjusted product prices to enhance market penetration and explore new applications for tungsten wire products [9]. New Energy Materials - The new energy materials segment reported a total profit of 339 million yuan in H1 2025, a year-on-year increase of 35.47%. In Q2 2025, the profit was 215 million yuan, a quarter-on-quarter increase of 73% [9]. - The demand for lithium cobalt oxide was strong, driven by favorable policies and consumer electronics demand. The company sold 28,800 tons of lithium cobalt oxide in H1 2025, a year-on-year increase of 57% [9]. Rare Earth Magnetic Materials - The rare earth magnetic materials segment achieved a total profit of 125 million yuan in H1 2025, a year-on-year increase of 6.71%. In Q2 2025, the profit was 59 million yuan, a quarter-on-quarter decrease of 11% [9]. - The company expanded its production capacity in the rare earth sector, with new projects expected to contribute to performance in the coming years [9].

Investment Rating - The report maintains a "Buy" rating for Xiamen Tungsten Co., Ltd. [1] Core Views - Xiamen Tungsten is focusing on the development of three core businesses: tungsten-molybdenum, rare earths, and energy new materials, creating a synergistic industrial ecosystem with significant technical, resource, and industrial chain collaboration effects [5][20] - The company has a complete tungsten industry chain and has achieved a closed-loop operation in its rare earth business, continuously consolidating its leading position in the new energy battery materials sector [5][20] - The company is expected to benefit from long-term growth in three major industries due to its full industrial chain layout, technological barriers, and production capacity advantages, with projected EPS for 2025-2027 being 1.33, 1.59, and 1.79 yuan, corresponding to PE ratios of 18.62, 15.65, and 13.84 times respectively [5][21] Summary by Sections Company Overview - Xiamen Tungsten was established in 1958 and has evolved into a leading player in tungsten products, rare earths, and energy materials, with a focus on high-end manufacturing and technology [13][20] Tungsten Business - The tungsten industry is experiencing supply contraction and accelerating demand, with Xiamen Tungsten controlling nearly 30% of China's tungsten metal reserves [5][40] - The company’s tungsten business achieved revenue of 17.41 billion yuan in 2024, a year-on-year increase of 5.78%, driven by rising tungsten concentrate prices and increased sales of fine tungsten wire [56][21] Rare Earth Business - Xiamen Tungsten has established a collaborative system covering the entire rare earth industry chain, with a focus on high-value-added areas [5][72] - The company aims to maintain a long-term mining capacity of over 200,000 tons of REO in Fujian province through strategic partnerships [5][72] Energy New Materials Business - The energy new materials segment includes lithium-ion battery materials, with the company being a global leader in cobalt lithium, holding the largest market share [5][20] - In 2024, the company’s lithium-ion cathode material sales reached 98,600 tons, maintaining a leading position in the domestic industry [5][20] Financial Performance - In 2024, Xiamen Tungsten reported total revenue of 35.196 billion yuan, a decrease of 10.66% year-on-year, while net profit attributable to shareholders increased by 7.88% to 1.728 billion yuan [21][28] - The company’s gross profit margin improved to 18.03% in 2024, reflecting effective cost control and business structure optimization [28][29]

Investment Rating - The report maintains a "Buy" rating for Xiamen Tungsten Co., Ltd. [1] Core Views - Xiamen Tungsten is focusing on the development of three core businesses: tungsten-molybdenum, rare earths, and energy new materials, creating a synergistic industrial ecosystem with significant technical, resource, and industrial chain collaboration effects [5][20] - The company has a complete tungsten industry chain and has achieved a closed-loop operation in its rare earth business, continuously consolidating its leading position in the new energy battery materials sector [5][20] - The company is expected to benefit significantly from long-term growth in these three industries due to its full industrial chain layout, technological barriers, and production capacity advantages [5] Summary by Sections Company Overview - Xiamen Tungsten was established in 1958 and transitioned to tungsten products in 1982, becoming a publicly listed company in 2002 [13] - The company has expanded into the energy materials sector since 2003 and the rare earth sector since 2006, establishing itself as a leading player in these fields [13] Tungsten Business - The tungsten business achieved revenue of 174.14 billion yuan in 2024, a year-on-year increase of 5.78%, driven by rising tungsten concentrate prices and increased sales of fine tungsten wire [56] - The company controls nearly 200,000 tons of tungsten metal reserves, accounting for about 30% of the national total, and has a leading position in the hard alloy sector [56][59] - The fine tungsten wire sales reached 135.4 billion meters in 2024, a year-on-year increase of 56%, with photovoltaic tungsten wire sales of 107 billion meters, up 41% [59] Rare Earth Business - Xiamen Tungsten has established a collaborative system covering the entire rare earth industry chain, from mining to high-value-added applications [5][20] - The company aims to maintain a long-term mining capacity of over 200,000 tons of REO (rare earth oxides) in Fujian Province through strategic partnerships [5] - The rare earth business generated revenue of 44.35 billion yuan in 2024, a year-on-year decrease of 19.21%, but profits increased by 67.44% due to a 16% rise in magnetic material sales [21] Energy New Materials Business - The energy new materials business focuses on lithium-ion battery materials, including lithium cobalt oxide and ternary materials, with a sales volume of 98,600 tons in 2024, maintaining a leading position in the domestic market [5][20] - The company is a global leader in lithium cobalt oxide, holding the largest market share worldwide [5] - The energy materials business generated revenue of 132.97 billion yuan in 2024, a year-on-year decrease of 23.19%, but the sales volume of lithium cobalt oxide and ternary materials increased by approximately 33% [21]

Group 1 - The company has stated that recent changes in the international trade environment have had a limited impact on its business, with tariffs being manageable [2] - The company is enhancing its operational resilience by accelerating overseas industrial chain layout, with established production bases in Thailand, South Korea, and France [2] - Significant progress has been made in the company's three major sectors: tungsten-molybdenum, rare earth, and energy new materials, with multiple projects either completed or underway [2] Group 2 - In the tungsten-molybdenum sector, six projects, including the production line for Jiujiang Jinlu blades and the tungsten oxide production base in South Korea, have been put into operation [2] - The rare earth sector has completed the acquisition of a rare earth mine in Laos and is steadily implementing various magnetic materials and recycling projects [2] - The energy new materials sector is expanding production in locations such as Fujian, Sichuan, and France, with ongoing capacity expansion for ternary precursors and lithium iron phosphate [2] Group 3 - The company is committed to protecting investor rights through standardized governance mechanisms, with plans for five shareholder meetings in 2024, over half of which will have participation from minority shareholders [2] - The company has distributed a total of 1.786 billion yuan in dividends over the past five years, with a planned dividend payout ratio of 38.59% for 2024 and a mid-term dividend implementation planned for 2025 [2] - Independent directors have consistently fulfilled their supervisory responsibilities, with information disclosure receiving an A rating from the Shanghai Stock Exchange for six consecutive years [2] Group 4 - In business expansion, the company has achieved mass production of tungsten wire with a diameter of 28μ and is constructing a production line with an annual output of 100 billion meters [3] - The rare earth permanent magnet materials are being rapidly deployed in new scenarios such as humanoid robots, with a 5000-ton magnetic material project in Baotou expected to be operational in the second half of 2025 [3] - The company is simultaneously advancing the divestment of its real estate business, having transferred part of its equity in Xiamen Tengwang Pavilion, with future capital expenditures focused on integrating the tungsten and rare earth supply chains and technology research and development [3]

Investment Rating - The investment rating for the company is "Buy" and is maintained [7]. Core Views - The company achieved an operating revenue of 35.196 billion yuan in 2024, a year-on-year decrease of 10.66%, while the net profit attributable to the parent company was 1.728 billion yuan, an increase of 7.88% year-on-year [2][4]. - In Q1 2025, the company reported an operating revenue of 8.376 billion yuan, a quarter-on-quarter decrease of 5.11%, but the net profit attributable to the parent company increased by 20.10% to 391 million yuan [2][4]. - The company continues to optimize operations, with significant contributions to profits from the tungsten and molybdenum, as well as rare earth segments, while the impact of real estate disposals on investment income has diminished [4][5]. Summary by Sections Financial Performance - In 2024, the company reported a total revenue of 35.196 billion yuan, with a gross profit margin of 18% [17]. - The net profit attributable to the parent company was 1.728 billion yuan, with a profit margin of 4.9% [17]. - For Q1 2025, the company achieved a revenue of 8.376 billion yuan, with a net profit of 391 million yuan [2][4]. Business Segments - **Tungsten and Molybdenum**: In 2024, this segment generated revenue of 17.414 billion yuan, a year-on-year increase of 5.78%, with a profit of 2.525 billion yuan, up 7.55% [10]. - **Energy New Materials**: This segment saw a revenue of 13.297 billion yuan in 2024, a decrease of 23.19%, but the output of positive materials increased significantly [10]. - **Rare Earth Materials**: Revenue was 4.435 billion yuan, down 19.21%, but profits increased by 67.44% [10]. - **Real Estate**: The real estate segment generated revenue of 51 million yuan, a decrease of 62.41%, but the loss was reduced by 1.03 billion yuan [10]. Future Outlook - The company plans to achieve a revenue of 40.078 billion yuan in 2025, aiming for a year-on-year profit growth [11]. - The company is recognized as a leader in tungsten resources and deep processing, with ongoing investments in R&D, which amounted to 1.456 billion yuan in 2024 [11].