证券代码：600019 证券简称：宝钢股份 公告编号：临 2024-067 宝山钢铁股份有限公司 第八届董事会第四十七次会议决议公告 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 （一）会议召开符合有关法律、法规情况 本次董事会会议经过了适当的通知程序，会议程序符合有关法 律、行政法规及《公司章程》的规定，会议及通过的决议合法有效。 （二）宝山钢铁股份有限公司（以下简称"公司"或"宝钢股 份"）《公司章程》第 112 条规定：代表 1/10 以上表决权的股东、 1/3 以上董事或者监事会及法律、法规、部门规章等规定认可的其他 人可以提议召开董事会临时会议。 《公司章程》第 117 条第二款规定：董事会临时会议在保障董 事充分表达意见的前提下，董事会将拟议的决议以书面方式发给所 有董事，且签字同意该决议的董事人数已达到法律、行政法规和本 章程规定的作出该决议所需的人数的，则可形成有效决议。 根据邹继新、吴小弟、高祥明、姚林龙董事提议，公司第八届 董事会根据上述规定，以书面投票表决的方式于 2024 年 ...

FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于宝山钢铁股份有限公司 回购注销第三期 A 股限制性股票计划 部分限制性股票的法律意见书 本所依据本法律意见书出具日现行有效的中国法律法规的规定，对公司在本 法律意见书出具日以前已经发生或存在的事实，并基于对有关事实的了解和对中 国法律法规的理解发表法律意见。 本所仅就与本次回购注销有关的中国法律法规问题发表法律意见，并不对有 关会计审计、资产评估、信用评级、财务内部控制、投资和商业决策等专业事项 发表评论，因为本所并不具备发表该等评论的适当资格。在本法律意见书中涉及 该等内容时，均为严 ...

证券代码：600019 证券简称：宝钢股份 公告编号：临 2024-070 宝山钢铁股份有限公司 关于召开 2024 年第二次临时股东大会的通知 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。 重要内容提示： 2024 年第二次临时股东大会 股东大会召开日期：2024年11月29日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、 召开会议的基本情况 (一) 股东大会类型和届次 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2024 年 11 月 29 日 14 点 45 分 召开地点：上海市宝山区富锦路 885 号宝钢股份技术中心 (五) 网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2024 年 11 月 29 日 至 2024 年 11 月 29 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间 ...

证券代码：600019 证券简称：宝钢股份 公告编号：临 2024-071 宝山钢铁股份有限公司 第八届监事会第四十七次会议决议公告 本公司监事会及全体监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、监事会会议召开情况 （一）会议召开符合有关法律、法规情况 本次监事会会议经过了适当的通知程序，召开及会议程序符合有 关法律、行政法规及《公司章程》的规定，会议及通过的决议合法有 效。 公司于 2024 年 11 月 8 日以电子邮件和书面方式发出召开监事会 的通知及会议资料。 （三）本次监事会应出席监事 7 名，实际出席监事 7 名。 （二）宝山钢铁股份有限公司（以下简称"公司"或"宝钢股份"） 《公司章程》第 157 条规定，监事可以提议召开临时监事会会议。 根据朱永红、秦长灯监事的提议，公司第八届监事会根据上述规 定，以书面投票表决的方式于 2024 年 11 月 13 日召开临时监事会。 监事会同意公司按授予价格 4.29 元/股加上银行同期定期存款 利息之和，回购因调动、退休的 15 名激励对象持有的尚未达到解锁 条件的限制性股票共 6 ...

Investment Rating - The investment rating for Baosteel Co., Ltd. is "Accumulate" (first coverage) [1] Core Views - The company's performance is under pressure due to weak demand, leading to a slight decline in product sales and prices. In the first three quarters, the company achieved total operating revenue of 242.856 billion yuan, a year-on-year decrease of 4.91%. The net profit attributable to the parent company was 5.882 billion yuan, down 29.56% year-on-year [1] - The company is optimizing its product structure and increasing its share in overseas markets. The sales volume of steel products in the first three quarters was 38.5 million tons, a decrease of 1.21% year-on-year. The average selling price of steel products was 4,573 yuan/ton, down 5.58% year-on-year [1] - The company has a strong commitment to shareholder returns, with a proposed cash dividend of 0.11 yuan per share for the first half of 2024, accounting for 52.13% of the net profit attributable to the parent company [1] Financial Performance Summary - In Q3 2024, the company achieved operating revenue of 79.605 billion yuan, a year-on-year decrease of 6.53%, and a net profit of 1.338 billion yuan, down 64.78% year-on-year [1] - The gross profit margin for the first three quarters was 5.26%, down 0.90 percentage points year-on-year, while the gross profit margin for Q3 was 4.30%, down 3.99 percentage points year-on-year [1] - The company expects net profits attributable to the parent company for 2024-2026 to be 9.614 billion, 10.548 billion, and 10.973 billion yuan, respectively, with corresponding P/E ratios of 15.3, 13.9, and 13.4 times [1][2] Market Data - The company's stock price is currently 6.68 yuan, with a 52-week price range of 5.50 to 7.63 yuan. The total market capitalization is approximately 146.861 billion yuan [1] - The company has been actively expanding its export opportunities, achieving a record high export contract volume of 4.66 million tons in the first three quarters [1]

Summary of Baosteel's Q3 Earnings Call Company Overview - **Company**: Baosteel Co., Ltd. - **Industry**: Steel Manufacturing Key Points Industry Situation - The steel industry is currently in a phase of adjustment, with sales remaining below 50 since the beginning of the year, and a slight decline observed in Q3 [2][3] - Steel prices have been on a downward trend from January to September, with a significant drop in the months of June to August [2][3] - Q3 was particularly challenging for the steel industry, with a reported loss of 33.8 billion yuan in profits for the black metal smelting and processing sector [3][4] Financial Performance - Baosteel's Q3 profit totaled 2 billion yuan, marking a significant decline compared to previous quarters, with a total profit of 8.23 billion yuan for the first three quarters, down 31% year-on-year [3][4] - The average steel price index decreased by 7.7% in the first three quarters, while raw material prices also fell, but the upstream raw material sector remains healthier than the steel industry [4][5] - Investment income decreased by 10.8 billion yuan due to lower returns from investments in companies like Pingmei and Ouyue, despite a one-time gain of 6.4 billion yuan from financial company evaluations in the previous year [5][6] Operational Highlights - Baosteel has increased its differentiated product sales by 2.23 million tons year-on-year, with a focus on optimizing product structure [8] - The company has achieved a historical high in export contracts, reaching 4.66 million tons, with a target of 6 million tons for the year [9] - The company is actively pursuing green and low-carbon development, with several projects underway and recognition from the State-owned Assets Supervision and Administration Commission [9][10] Market Outlook - The steel market is expected to see a marginal improvement in demand in Q4, driven by seasonal factors and government policies, although the recovery is primarily sentiment-driven [11][12] - The construction sector's support for new real estate projects remains limited, while manufacturing demand is anticipated to improve gradually [11][12] - The automotive sector is expected to see a significant recovery, with a projected 16% increase in production in Q4 compared to Q3 [13][14] Challenges and Risks - The steel industry faces ongoing challenges, including cash flow pressures and a competitive market environment, particularly in the automotive steel segment [30][31] - The company is cautious about the potential for price adjustments and the impact of government policies on supply and demand dynamics [15][16] Strategic Initiatives - Baosteel is focusing on enhancing its product quality and cost efficiency, particularly in the automotive steel segment, to adapt to changing market conditions [36][37] - The company aims to strengthen its position in the export market by building long-term relationships with overseas clients and providing differentiated solutions [22][23] Future Capital Expenditure - Future capital expenditures are expected to decrease significantly, from an average of 20 billion yuan per year to around 15 billion yuan, focusing on product upgrades and smart manufacturing [39][40] Conclusion - Baosteel's performance in Q3 reflects the broader challenges faced by the steel industry, but the company is taking proactive steps to adapt to market conditions and position itself for future growth. The outlook for Q4 shows cautious optimism, with potential improvements in demand and pricing dynamics.

Investment Rating - The report maintains a "Buy" rating for the company [5] Core Views - The company's revenue for the first three quarters of 2024 was 242.86 billion yuan, a year-on-year decrease of 4.77%, while the net profit attributable to shareholders was 5.882 billion yuan, down 29.56% year-on-year [1] - The net profit for Q3 2024 was 1.338 billion yuan, which represents a quarter-on-quarter decline of 48.92% and a year-on-year decline of 64.78%, slightly below expectations [1] - Due to overall weak industry demand, the net profit forecasts for 2024-2026 have been revised down to 9.096 billion yuan, 10.286 billion yuan, and 12.147 billion yuan respectively, with corresponding EPS of 0.41 yuan, 0.47 yuan, and 0.55 yuan [1] - The target price has been raised to 7.97 yuan from the previous 7.06 yuan, based on a valuation of 0.80 times PB for 2025 [1][5] Financial Summary - For the first three quarters of 2024, the company's steel price decline was greater than that of raw material prices, further squeezing profit margins in the steel industry [1] - The total profit in the black metal smelting and rolling industry for January to September 2024 was a loss of 34.1 billion yuan, with a profit per ton of steel at approximately -32.65 yuan, down 54.80 yuan year-on-year [1] - The company's net profit per ton of steel for the first three quarters of 2024 was 152.78 yuan, which, despite a year-on-year decline of 28.70%, is still 185.43 yuan higher than the industry average [1] Product Structure Optimization - The total steel sales volume for the first three quarters of 2024 was 38.50 million tons, a year-on-year decrease of 1.21% [1] - The sales volume of high-value-added products under the "1+1+N" product strategy reached 22.54 million tons, an increase of 223,000 tons year-on-year, with oriented silicon steel sales increasing by 27.5% [1] - The company has actively expanded its overseas market, achieving a record high export contract volume of 4.66 million tons in the first three quarters [1] Share Buyback and Incentive Mechanism - On October 16, 2023, the company announced a plan to repurchase A-shares using 3 billion yuan of its own funds [1] - As of October 15, 2024, the company completed the buyback, acquiring approximately 405 million shares, accounting for about 1.84% of its total share capital, at an average price of 6.16 yuan per share, totaling approximately 2.492 billion yuan [1] - The repurchased shares will be used for future stock incentive plans, which will help establish a long-term incentive mechanism and demonstrate the company's confidence in its long-term development [1]

Group 1: Industry Overview - The Chinese steel industry is currently facing severe market conditions, with overcapacity and pressure on profitability compared to the 2015 period [2] - Despite a decline in overall steel demand, structural growth points exist in sectors like energy, new energy vehicles, and high-end equipment [2] Group 2: Performance Metrics - In Q1-Q3 2024, the company reported a net profit decrease of 29.56%, with revenue down by 4.77% [3] - The company's product sales volume reached 22.55 million tons, a year-on-year increase of 1.3%, with oriented silicon steel sales up by 27.5% [3] Group 3: Cost Management and Efficiency - The company has implemented cost reduction measures amounting to 7.43 billion yuan, focusing on raw material efficiency and logistics [3] - Future plans include enhancing cost control through a six-year rolling plan, targeting areas like raw materials and production efficiency [4] Group 4: Export Strategy - The company achieved a record export volume of 4.66 million tons in Q1-Q3 2024, with a target of 6 million tons for the full year [5] - Exports are primarily directed to Southeast Asia and South Asia (approximately 35%), with Europe, Africa, and the Middle East accounting for around 27% [5] Group 5: Green Transformation Initiatives - The company is investing approximately 4.5 billion yuan in a zero-carbon demonstration plant, aiming for completion by the end of 2025 [6] - In 2023, the company invested 5.638 billion yuan in environmental protection, implementing 234 ultra-low emission projects [7] Group 6: Market Positioning and Future Plans - The company plans to focus on high-strength steel development, leveraging its R&D capabilities to maintain market leadership [5] - Capital expenditures are expected to decrease from over 20 billion yuan annually to around 15 billion yuan, allowing for better financial management [9]

Investment Rating - The report maintains a "Recommended" rating for Baosteel Co., Ltd. (600019.SH) [4][6] Core Views - The company reported a revenue of 242.856 billion yuan for the first three quarters of 2024, a decrease of 4.9% year-on-year, with a net profit attributable to shareholders of 5.882 billion yuan, down 29.6% year-on-year [2] - The third quarter of 2024 saw a revenue of 79.605 billion yuan, a decline of 6.5% year-on-year and 3.4% quarter-on-quarter, with a net profit of 1.338 billion yuan, down 64.8% year-on-year and 48.9% quarter-on-quarter [2] - The company is focusing on optimizing its product structure and expanding its overseas market presence, with a notable 27.5% increase in the sales of oriented silicon steel [4] Summary by Sections Financial Performance - For Q1-Q3 2024, the steel sales volume was 38.5 million tons, a decrease of 1.21% year-on-year, while Q3 sales volume was 12.99 million tons, down 3.13% year-on-year [3] - The average product price for Q1-Q3 2024 was 4,573 yuan/ton, a decline of 5.58% year-on-year, with a gross margin of 5.26%, down 0.90 percentage points year-on-year [3] Future Outlook - The company is advancing key projects, including the optimization of product structures and the establishment of green manufacturing projects across various bases [4] - The acquisition of a 48.61% stake in Shandong Steel Group Rizhao Co., Ltd. for 10.703 billion yuan is expected to enhance the company's competitiveness in the northern market [4] Earnings Forecast - The projected net profits for 2024, 2025, and 2026 are 8.998 billion yuan, 10.829 billion yuan, and 12.865 billion yuan, respectively, with corresponding PE ratios of 17, 14, and 12 [5][7]