登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：601003 证券简称：柳钢股份 公告编号：2025-058 柳州钢铁股份有限公司 第九届董事会第十八次会议决议公告 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。 一、董事会会议召开情况 柳州钢铁股份有限公司（以下简称"公司"或"柳钢股份"）第九届董事会第十八次会议于2025年12月25日 在公司会议室以现场结合通讯表决的方式召开。会议通知于2025年12月18日以电子邮件的方式送达各位 董事。会议应出席董事9人，实际出席董事9人。本次会议由董事长卢春宁先生主持，公司高级管理人员 列席本次会议。本次会议的召开符合《公司法》和《公司章程》的有关规定，会议合法有效。 1、公司与诺德基金管理有限公司签署《柳州钢铁股份有限公司以简易程序向特定对象发行股票附生效 条件的股份认购协议》； 2、公司与广西桂环壹号股权基金合伙企业（有限合伙）签署《柳州钢铁股份有限公司以简易程序向特 定对象发行股票附生效条件的股份认购协议》； 二、董事会会议审议情况 （一）以9票同意，0票反对，0票 ...

Core Viewpoint - The company is preparing for a specific stock issuance aimed at raising funds for a high-quality technology upgrade project, while also addressing the potential dilution of immediate returns for existing shareholders [1][6][12]. Financial Impact Analysis - The company estimates that the total funds raised from the issuance will be 300 million yuan, with the number of shares issued not exceeding 30% of the total shares prior to the issuance [1]. - The projected net profit for the first half of 2025 is expected to be between 340 million yuan and 400 million yuan, representing an increase of 530% to 641% compared to the same period last year [2]. - Different scenarios were analyzed regarding the impact of the stock issuance on key financial metrics, including basic and diluted earnings per share [4][5]. Issuance Necessity and Reasonableness - The funds raised will be used for the "2800mm high-quality medium-thick plate technology upgrade project," which aligns with the company's long-term strategic goals and national industrial development direction [6][7]. Relationship with Existing Business - The company operates in the coke, sintering, iron, and steel smelting sectors, with a steel rolling capacity of 20.8 million tons, and the new project will enhance product quality and competitiveness [7][8]. Measures to Mitigate Dilution Risk - The company plans to implement various measures to enhance operational performance and ensure effective use of the raised funds, aiming to minimize the dilution of immediate returns for shareholders [9][11]. Commitments from Major Stakeholders - The controlling shareholder and management have made commitments to ensure the effective execution of the return compensation measures, emphasizing their dedication to protecting shareholder interests [12][13].

Group 1 - The company is undergoing a transformation towards green, low-carbon, and high-end manufacturing in response to national policies and global trends [1][2][3] - The Ministry of Industry and Information Technology has set strict requirements for the steel industry, including achieving ultra-low emissions by the end of 2026 and reducing energy consumption by approximately 2% compared to 2023 [2][3] - The company aims to enhance its competitiveness and product quality through a technology upgrade project for its 2800mm medium-thick plate production line, which is currently outdated [4][5] Group 2 - The project is expected to improve product quality and increase the company's market share in high-end steel products, aligning with its strategic direction towards high-end development [5][6] - The company plans to raise funds through a simplified procedure for a private placement of shares, which will help optimize its capital structure and reduce financial risks [6][7] - The issuance will target up to 35 specific investors, including qualified institutional investors, ensuring compliance with regulatory requirements [7][8] Group 3 - The pricing for the share issuance will be based on the average trading price over the 20 trading days prior to the issuance date, ensuring it is not lower than 80% of that average [9][10] - The company has established a comprehensive human resources management system and possesses a strong technical team to support the implementation of the upgrade project [21][22] - The company has a solid market foundation with a diverse product range and has successfully expanded into international markets, enhancing its competitive position [22][23] Group 4 - The company has committed to measures to mitigate the dilution of immediate returns for existing shareholders, including strict oversight of the use of raised funds [23][24] - The board of directors has authorized the issuance and will ensure compliance with all relevant laws and regulations throughout the process [15][16] - The overall strategy of the company is to align its operations with national industrial policies and enhance its long-term growth potential [20][21]